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EX-99.1 - EX-99.1 - HD Supply Holdings, Inc.a18-40985_1ex99d1.htm
8-K - 8-K - HD Supply Holdings, Inc.a18-40985_18k.htm

Exhibit 99.2

FINANCIAL RESULTS AND COMPANY OVERVIEW 2018 Third-Quarter Performance December 4th, 2018

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Disclaimer Forward-Looking Statements and Preliminary Results This presentation includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements are based on management’s beliefs and assumptions and information currently available to management and are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward-looking information presented in this presentation is not a guarantee of future results, and that actual results may differ materially from those made in or suggested by the forward-looking information contained in this presentation. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “seek,” “comfortable with,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. A number of important factors could cause actual events to differ materially from those contained in or implied by the forward-looking statements, including those “Risk factors” in our annual report on Form 10-K, for the fiscal year ended January 28, 2018, filed on March 13, 2018 and those described from time to time in our, and HD Supply, Inc.’s, other filings with the U.S. Securities and Exchange Commission, which can be found at the SEC’s website www.sec.gov. Any forward-looking information presented herein is made only as of the date of this presentation, and we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise. Estimates for taxes, Net sales, Adjusted EBITDA, Adjusted net income per diluted share and Free Cash Flow are preliminary estimates and are subject to risks and uncertainties, including, among others, changes in connection with quarter-end and year-end adjustments. Any variation between HD Supply’s actual results and the preliminary financial data set forth herein may be material. Non-GAAP Financial Measures HD Supply supplements its financial results that are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”) with non-GAAP measurements, including Adjusted EBITDA, Adjusted net income, Adjusted net income per diluted share, Net debt and Free cash flow. This supplemental information should not be considered in isolation or as a substitute for the GAAP measurements. Additional information regarding Adjusted EBITDA, Adjusted net income, Adjusted net income per diluted share and Net Debt referred to in this presentation is included at the end of this presentation under “Capital Structure Overview” and “Reconciliation of Non-GAAP Measures.”

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Q3’18 CEO Execution Highlights Focused on Controllable Execution 1 Free Cash Flow is defined as LTM Operating Cash Flow of $561M, Less Capital Expenditures of $108M 2 $91 million repurchased in the third quarter 2018. Subsequent repurchases between quarter end and November 30, 2018 totaled $125 million Note: “VPY” denotes Versus Prior Year, “LTM” denotes Last Twelve Months Promoted Brad Paulsen President of Facilities Maintenance Facilities Maintenance Investments in Early Stages of Return A.H. Harris Integration Progressing On Track Refinanced $1.0B Senior Secured Notes and ~$1.1B in Term Loans Executed Repurchases of $216 million of Shares through Nov. 302. Another $500M Authorization Announced Hurricane and Wildfire Management Sales and Earnings at High End Guidance +300 BPs Sales Outgrowth Double-Digit Earnings Growth +18% Net Sales Growth Versus Prior Year (“VPY”) +9% Organic Sales Growth VPY $453M LTM Free Cash Flow1 Raised 2018 Full Year Guidance at Midpoint Strategic Financial

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Limited Impact on Sales; No Locations Impacted Topics of Recent Investor Interest Topic Consideration 2. Non-residential End Market 3. Hurricanes and Wildfires Continued Strong End Market Performance Focused on Shareholder Value Limited Impact from Section 301; Rebar Stabilizing Tariffs

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$1,370M $1,612M +18% Gross Profit Gross Margin % Operating Income Adj. EBITDA % Op. Income % $542M $629M 39.6% 39.0% $214M $248M $182M $213M 15.6% 15.4% 13.2% +16% -60 BPs -20 BPs +16% ($ in millions, except per share data) $149M $184M +17% Net Sales 1 Q3’17 Net Income includes $406M of Income from Discontinued Operations 2 See appendix slides 21 and 22 for a reconciliation of Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per Diluted Share to Net Income and Income from Continuing Operations Q3’17 Adj. EBITDA2 VPY Adj. Net Income2 13.3% Q3’18 $0.80 $1.00 +25% Per Diluted Share2 +$242M +23% Net Income1 $452M $82M -82% $2.42 $0.45 -$1.97 Per Diluted Share1 +17.7% Net Sales Growth VPY Q3’18 Financial Results -10 BPs +9% +$129M organic

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Organic Growth in Both Business Units Q3’18 Segment Performance Q3’18 $810M $803M Adj. EBITDA $149M $99M Net Sales ($ in millions) Q3’17 $754M $617M $144M VPY +7% +3% VPY +30% +41% $70M Q3’18 Q3’17 +12% organic

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Q3’18 Taxes and Cash Flow Favorable Tax Asset with Significant Gross Federal Net Operating Loss (“NOL”) Carryforwards of Approximately $334M ~$121M Tax-affected Amount of Federal and State NOLs Cash Taxes $4M in Q3’18 $3-4M Estimated in Q4’18 $40-50M Estimated in FY’19 Effective Tax Rate ~26% for Q4’18 Expected ~26% for FY’18 and FY’19 $2.0B Net Debt1 at the End of Q3’18 2.4x Net Debt to Adj. EBITDA $453M Q3’18 LTM Free Cash Flow2 $32M of Capital Expenditures in Q3’18 1 Reconciled on slide 17. “Net Debt” defined as Total Debt plus letter of credit and capital lease obligations, less cash and cash equivalents 2 Free Cash Flow is defined as LTM Operating Cash Flow of $561M, Less Capital Expenditures of $108M Note: Contains forward-looking information; please see Disclaimer on slide 2 Taxes Cash Flow NOL Fully Utilized During 2019

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+17.7% Q3’18 Average Daily Sales Growth Q3’18 Monthly Average Daily Sales (%) 7.1% 26.8% 14.6% Nov. 7.0% 23.1% 9.6% 31.4% Facilities Maintenance Construction & Industrial (Preliminary) 17.7% 19.4% 16.3% 6.0% 33.1% 6.7% 9.8% Aug. Sep. Oct. Prior Year $618M $426M $481M HD Supply Net Sales $513M 5.2% 10.0% Q3’18 4.3% 16.4% $372M 6.1% 14.5% $531M 1.3% 10.3% $403M 4.3% 9.8% $436M HD Supply Average Daily Sales Growth VPY ’17 Selling Days 25 18 19 20 Current Year Note: Contains forward-looking information; please see Disclaimer on slide 2 25 18 19 20 ’18 Selling Days Q4’18 organic 10.9% organic 6.8% organic 7.7% ’16 Selling Days 25 18 19 20 organic 9.9%

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+20% +14% +20% +16% Q4’18 Guidance +18% Net Sales Growth VPY at Midpoint $1,425M $1,375M $152M $1,183M $183M $173M VPY Q4’17 Q4’18 Q4’17 Q4’18 Q4’18 Net Sales Adj. EBITDA Adj. Net Income Per Diluted Share1 VPY 1 Q4’18 Adjusted Net Income per Diluted Share range assumes a fully diluted weighted average share count of ~180 million 2 Holiday Shift Relates to C&I Branch Closures on Dec. 24, 2018 and Dec. 31, 2018 Note: Contains forward-looking information; please see Disclaimer on slide 2. No reconciliation of the forecasted range for Adjusted EBITDA to Net income and Adjusted net income per diluted share to Net income per diluted share for the fourth quarter of fiscal 2018 is included in this presentation because we are unable to quantify certain amounts that would be required to be included in the GAAP measure without unreasonable efforts. In addition, the company believes such reconciliations would imply a degree of precision that would be confusing or misleading to investors $0.68 $0.63 VPY ($ in millions, except per share amounts) $0.49 . . Q4’17 +39% +29% Midpoint $1,400M +18% $178M +17% $0.66 +35% Midpoint ex. 53rd Week and Holiday Shift2 +12% +13%

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FY’18 Guidance Strong Sales and Earnings Growth 1 End Market estimate of ~3% is the management estimate of the growth of our markets based on multiple quantitative and long-term average growth target based on management estimates and projections 2 Consolidated from March 5, 2018 3 Guidance Raised on June 5, 2018, September 5, 2018 and December 4, 2018 4 Operating Leverage is defined as Adjusted EBITDA Growth Divided by Total Net Sales Growth Note: Contains forward-looking information; please see Disclaimer on slide 2. No reconciliation of the forecasted range for Adjusted EBITDA to Net income for the full year fiscal 2018 is included in this presentation because we are unable to quantify certain amounts that would be required to be included in the GAAP measure without unreasonable efforts. In addition, the company believes such reconciliations would imply a degree of precision that would be confusing or misleading to investors $5,121M FY’17 +300 BPs $360M $6,001M Core Business Growth1 A.H Harris2 53rd Week and Holiday Shift $75M FY’18 Net Sales ($ in millions) $731M FY’17 1.5x FY’17 Supply Chain Costs A.H Harris2 FY’18 FM Accelerated Investments FY’18 Adj. EBITDA $862M $7M $40M Midpoint Midpoint 53rd Week and Holiday Shift ($12M) Core Business Growth 1.5x Op. Lev4 $279M $62M $6,026M $5,976M $867M $857M $7M $166M Guidance Raised3 $27M Guidance Raised3

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Approximately 3% End Market Growth for FY’19 FY’19 End Market Preliminary Outlook Residential Construction “Living Space” MRO Primary End Market Non-Residential Construction ~3% FY’19 End Market Estimates1 1% to 2% Current View as of December ’18 Low Single Digits to Mid-Single Digits 1 Management estimate; end market growth based on multiple quantitative and qualitative inputs Note: Contains forward looking information; please see Disclaimer on slide 2 Low Single Digits to Mid-Single Digits

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+300 BPs Outgrowth 9-10 Percent Adjusted EBITDA Growth on a 52-week Basis ~$500 million in Free Cash Flow Working Capital Investment to be Approximately 18% of Sales Growth Capex Approximately 2% of Sales $100 - $110 million in Cash Interest $40 - $50 million in Cash Taxes GAAP Tax Rate of Approximately 26% 300 Basis Points Market Outgrowth, Double Digit Earnings Growth FY’19 Preliminary Framework Note: Contains forward-looking information; please see Disclaimer on slide 2. No reconciliation of the forecasted range for Adjusted EBITDA or Free Cash Flow for the full year fiscal 2019 is included in this presentation because we are unable to quantify certain amounts that would be required to be included in the GAAP measure without unreasonable efforts. In addition, the company believes such reconciliations would imply a degree of precision that would be confusing or misleading to investors

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Current Outlook Summary HD Supply Current Outlook Summary +18% Net Sales VPY at Midpoint $1,375M to $1,425M Net Sales +17% Adj. EBITDA VPY at Midpoint $173M to $183M Adj. EBITDA +35% Adj. Net Income per Diluted Share VPY at Midpoint $0.63 to $0.68 Adj. Net Income per Diluted Share Assumes ~180M Diluted Share Count1 Note: Contains forward-looking information; please see Disclaimer on slide 2. No reconciliation of the forecasted range for Adjusted EBITDA to Net income and Adjusted net income per diluted share to Net income per diluted share for the fourth quarter of fiscal 2018 and full-year fiscal 2018 is included in this presentation because we are unable to quantify certain amounts that would be required to be included in the GAAP measure without unreasonable efforts. In addition, the company believes such reconciliations would imply a degree of precision that would be confusing or misleading to investors Q4’18 1 Assumes no additional share repurchases post November 30, 2018 2 Management estimate; end market growth based on multiple quantitative and qualitative inputs FY’18 Approximately 3% End Market VPY2 +17% Net Sales VPY at Midpoint $5,976M to $6,026M Net Sales +18% Adj. EBITDA VPY at Midpoint $857M to $867M Adj. EBITDA +45% Adj. Net Income per Diluted Share VPY at Midpoint $3.33 to $3.38 Adj. Net Income per Diluted Share Assumes ~183M Diluted Share Count1

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Q&A Q&A

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Concluding Remarks One Team, Driving Customer Success and Value Creation Continual Operational Improvement +18% Net Sales Growth in Q3’18 VPY +16% Adjusted EBITDA1 Growth in Q3’18 VPY +25% Adjusted Net Income per Diluted Share1 Growth in Q3’18 VPY Exiting 2018 in a Position of Strength Team is Focused and Energized to Deliver 1 See appendix slides 21 and 22 for a reconciliation of Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per Diluted Share to Net Income and Income from Continuing Operations Note: “VPY” denotes Versus Prior Year.

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Q&A APPENDIX

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~$1.7B Net Debt Capital Structure Overview Q3’18 Debt Balances Senior ABL Facility Term B-5 Loans Oct. 2018 Senior Unsecured Notes $105 750 4/5/22 10/17/23 Outstanding Debt3 Less: Cash and Cash Equivalents Net Debt $1,987 (52) $1,925 Balance Maturity 1 Represents the Stated Rate of Interest, Without Including the Effect of Discounts, Premiums and Interest Rate Hedges 2 Subject to Applicable Redemption Price Terms 3 Excludes Unamortized Discounts of $4M and Unamortized Deferred Financing Costs of $22M ($ in millions) 3.61% 4.03% Interest Rate1 1,070 n/a 4/22/19 Soft Call Date2 5.375% 10/15/26 10/15/21 Plus: Letters of Credit 27 Plus: Capital Lease Obligation 87

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Illustrative Adjusted EPS Calculation Adjusted EBITDA Adjusted Net Income per Diluted Share Illustrative Adjusted EPS Calculation Adjusted Net Income = = Diluted Shares Outstanding ÷ TBD TBD TBD ~183 FY’18 ($ and Shares in millions, except per share data) $152 $0.49 $91 ~186 Q4’18 Estimates Q3’18 $248 $1.00 $184 ~184 Q4’17 Depreciation and Amortization1 ( – ) ($24) (~$104) Amortization of Acquired Intangibles ($27) ( + ) ~$22 $3 $5 Interest Expense, Net (GAAP) ( – ) (~$129) Cash Income Taxes ( – ) (~$12) Stock-based Compensation ( – ) ($31) ($32) ($2) ($4) 1 Includes Amounts Recorded within Cost of Sales Note: Contains forward looking information; please see Disclaimer on slide 2. No reconciliation of Adjusted EBITDA to Net income, Adjusted net Income to Net Income and Adjusted net income per diluted share to Net income per diluted share for the fourth quarter of fiscal 2018 and full year fiscal 2018 is included in this presentation because we are unable to quantify certain amounts that would be required to be included in the GAAP measure without unreasonable efforts. In addition, the company believes such reconciliations would imply a degree of precision that would be confusing or misleading to investors. Actual ($7) ($7) (~$25) Illustrative TBD TBD TBD ~180 (~$26) ~$6 (~$29) (~$3) (~$6) Q1’18 $190 $0.70 $130 ~185 ($24) $5 ($33) ($2) ($6) Q2’18 $246 $0.99 $182 ~184 ($27) $6 ($35) ($3) ($6) Other ( + ) - $1 - (~$2) - $1

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$426M Preliminary November Sales Monthly Net Sales ($) Facil. Maint. Const. & Ind. ’18 Selling Days ’17 Selling Days ($ in millions) HD Supply Net Sales (Preliminary) FY’17 $211 $215 Note: Contains forward-looking information; please see Disclaimer on slide 2 1 Contains an extra selling week as compared with other years. Fiscal 2018 contains 53 weeks FY’18 ’16 Selling Days organic organic organic organic organic organic organic organic organic organic 18 20 281 20 20 25 20 19 24 20 19 25 18 18 20 23 20 20 25 20 19 24 20 19 25 18 18 20 23 20 20 25 20 19 24 20 19 25 18 $197 $208 $237 $212 $224 $287 $246 $249 $325 $263 $245 $302 $175 $182 $185 $179 $199 $288 $243 $237 $301 $250 $237 $316 organic organic organic organic organic organic organic organic organic organic organic organic organic organic organic organic organic $372M $390M $421M $391M $423M $575M $488M $486M $626M $513M $481M $618M $426M $406M $539M $455M $451M $583M $479M $447M $573M $397M Nov. Dec. Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sep. Oct. Nov.

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+6.8% Organic Preliminary Average Daily Sales Growth in Nov. Average Daily Sales – Organic1 (VPY%) HD Supply Organic Average Daily Sales Growth VPY1 (VPY%) 1 Adjusted for Acquisitions, Divestitures, and Selling Days 2 Contains an extra selling week as compared with other years. Fiscal 2018 contains 53 weeks Note: Contains forward-looking information; please see Disclaimer on slide 2 Facil. Maint. Const. & Ind. 7.0% 6.6% FY’17 FY’18 ’18 Selling Days ’17 Selling Days ’16 Selling Days 18 20 282 20 20 25 20 19 24 20 19 25 18 18 20 23 20 20 25 20 19 24 20 19 25 18 18 20 23 20 20 25 20 19 24 20 19 25 18 4.3% 4.9% 2.2% 7.1% 5.9% 5.4% 6.3% 7.4% 6.1% 6.0% 9.6% 7.1% 16.4% 18.6% 13.3% 17.3% 9.4% 16.3% 16.0% 14.0% 14.4% 15.1% 12.6% 8.5% (Preliminary) 9.8% 10.9% 6.8% 11.7% 12.0% 17.7% 18.7% 18.7% 17.8% 17.7% 19.4% 16.3% 14.6% 7.5% 10.3% 10.6% 10.4% 9.7% 9.9% 10.9% 7.7% 6.8% Nov. Dec. Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sep. Oct. Nov.

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Reconciliation of Non-GAAP Measures: Net Income to Adjusted EBITDA ($ in millions) 1 Depreciation and amortization includes amounts recorded within Cost of sales in the Consolidated Statements of Operations 2 Represents the loss on extinguishment of debt including the write-off of unamortized deferred financing costs, original issue discount, and other assets or liabilities associated with such debt. Also includes the cost of debt modification 3 Represents the costs related to exiting the Company’s previous corporate headquarters and the costs incurred for strategic alignment of our workforce. These costs include severance, relocation costs and other related costs. 4 Represents the costs incurred in the acquisition and integration of A.H. Harris Construction Supplies Oct. 28, 2018 Oct. 29, 2017 Net income $82 $ 452 Less income from discontinued operations, net of tax - 406 Income from continuing operations 82 46 Interest expense, net 32 35 Provision for income taxes 23 Depreciation and amortization 1 27 22 Loss on extinguishment & modification of debt 69 Restructuring charges 2 - 3 Stock-based compensation 3 7 7 Adjusted EBITDA $ 248 $ 214 30 78 Three Months Ended Oct. 28, 2018 Oct. 29, 2017 $302 $ 979 1 794 301 185 100 133 92 78 66 69 9 3 19 19 $ 684 $ 579 105 81 Nine Months Ended Acquisition and integration costs 2 - 5 - Other (1) - (2) - 4

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Reconciliation of Non-GAAP Measures: Net Income to Adjusted Net Income and Adjusted Net Income Per Share ($ in millions, except share and per share amounts) 1 Represents the loss on extinguishment of debt including the premium paid to repurchase or call the debt as well as the write-off of unamortized deferred financing costs, original issue discount, and other assets or liabilities associated with such debt. Also include the costs of debt modifications 2 Represents the costs related to exiting the Company’s previous corporate headquarters and the costs incurred for strategic alignment of our workforce. These costs include severance, relocation costs and other related costs 3 Represents the costs incurred in the acquisition and integration of A.H. Harris Construction Supplies Weighted average common shares outstanding (in thousands) Basic Diluted Adjusted Net Income Per Share - Basic Adjusted Net Income Per Share - Diluted Net income $ 82 $ 452 Less income from discontinued operations, net of tax 406 Income from continuing operations 82 46 Provision for income taxes 30 23 Cash paid for income taxes (4) (4) Amortization of acquisition related intangible assets (other than - software) Restructuring charges2 3 - Loss on extinguishment & modification of debt1 69 Adjusted Net Income $ 184 $ 149 182,730 185,651 183,579 186,652 $1.01 $0.80 $1.00 $0.80 - 78 5 3 $ 302 $ 979 794 301 185 105 92 (9) (14) 3 9 69 $ 496 $ 356 183,349 194,704 184,192 196,258 $2.71 $1.83 $2.69 $1.81 1 81 16 9 Oct. 28, 2018 Oct. 29, 2017 Three Months Ended Oct. 28, 2018 Oct. 29, 2017 Nine Months Ended Acquisition and integration costs3 - 2 - 5

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