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8-K - 8-K - HD Supply Holdings, Inc. | a13-23567_18k.htm |
EX-99.1 - EX-99.1 - HD Supply Holdings, Inc. | a13-23567_1ex99d1.htm |
Exhibit 99.2
Robert W. Baird & Co. 2013 Industrial Conference November 6, 2013 |
Disclaimers Forward-Looking Statements 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 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 herein is not a guarantee of future events, and that actual events 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 factors discussed in our filings with the U.S. Securities & Exchange Commission(the SEC), including our Registration Statement on Form S-1, as amended (File No. 333-187872), which can be found at the SECs 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. Non-GAAP Financial Measures HD Supply supplements its reporting of net income (loss) with non-GAAP measurements, including Adjusted EBITDA and Free Cash Flow (FCF). This supplemental information should not be considered in isolation or as a substitute for the GAAP measurements. Additional information regarding Adjusted EBITDA and Free Cash Flow (FCF) referred to in this presentation is included at the end of this presentation under Reconciliation of Non-GAAP Measures. |
Company Overview $8 Billion of 12 Sales; $683 Million of 12 Adjusted EBITDA (8.5%) 13 Consecutive Quarters of Year-Over-Year Sales Growth as of Q213 Leading Industrial Distributor With #1 Positions in Large, Fragmented Markets Specialized Business Units Providing Diversity in Products, Customers, and Vendor Relationships ~1 Million SKUs ~500,000 Customers Scale, National Presence and Local Market Expertise Drive Competitive Advantage Over 600 Locations, 46 U.S. States and 9 Canadian Provinces Combination of Distribution Center and Branch Based Operating Models Talent with Deep, Relevant Experience Driving Speed and Precision National Footprint HD Supply Operates a Sourcing Office in China HD Supply Site 2012 Sales by End Market Maintenance, Repair and Operations 34% Residential Construction 13% Non-Residential Construction 22% Infrastructure and Other 31% $8B Leading Industrial Distributor Specializing in MRO, Infrastructure and Construction |
Investment Themes Trusted Local Execution, Market and Product Knowledge, Customer Relationships Based on Reliability of Service, and Supplier Alignment Based on Performance #1 Positions with ~7% Share in Estimated ~$110 Billion Fragmented Market MRO, Infrastructure and Construction End Market Exposure with Sequential, Overlapping Growth Strategic High Return Growth Investments Which We Believe Will Deliver Growth in Excess of Estimated Market Growth Focused on Getting Better and Faster Through Team Work, Process Excellence and Trusted Relationships Leading Industrial Distributor Specializing in MRO, Infrastructure and Construction |
Business Overview Maintenance, Repair and Operations Infrastructure Specialty Construction Retail & Design Leading Industrial Distributor Specializing in MRO, Infrastructure and Construction Selected Product Examples Maintenance Professional of: Multifamily Residential Properties Hotels and Lodging Facilities Senior Care Facilities DIY Retailers Homebuilders and Assisted Living Facilities Professional Repair & Remodel Contractors Underground Utility Contractors Municipalities Supply Chain Leader for Municipal, Co-Op and Investor Owned Utilities Professional Contractors Professional Contractors in Non-Residential and Residential Construction Face of the Customer LTM 2Q 13 Sales $2.3B ($ in billions) $2.2B $1.9B $1.3B (Adj. EBITDA%) (18%) (7%) (4%) (5%) |
Large Addressable Market Opportunity Addressable Opportunity and HD Supplys Position $48B Estimated Addressable Market Size1 HD Supply 12 Net Sales Est. Share1 Est. Market Position2 $2.0B $10B 20% $1.2B $19B 6% ($ in billions) $2.2B 4% #1 in Multifamily $35B 5% $1.8B #1 in Utilities #1 Full Service Distributor Nationally #1 Nationally 1 Management Estimates Based on Market Data and Industry Knowledge. Market Share is Based on our Revenues Relative to the Estimated Addressable Market Size 2 Market Position is Based on our Revenues Relative to the Estimated Revenues of Known Competitors in Addressable Markets. Unless Stated Otherwise, Market Position Refers to Management's Estimate of our Market Position in North America within the Estimated Addressable Markets we Serve ~$110B Opportunity Total 7% ~7% Share in ~$110 Billion Fragmented Market $3.4 $1.5 $1.6 $1.3 $0.6 $0 $5 $10 $15 $20 $25 $30 $35 $40 $45 $50 Waterworks Facilities Maintenance Construction Supply Utilities Industrial PVF $12 $30 (1) $20 $18 $40 $3.4 $1.5 $1.6 $1.3 $0.6 $0 $5 $10 $15 $20 $25 $30 $35 $40 $45 $50 Waterworks Facilities Maintenance Construction Supply Utilities Industrial PVF $12 $30 (1) $20 $18 $40 |
Key Growth Strategies Sell More to Existing Customers (i.e. Share of Wallet) Introduce New Products and Services Expand the Channels to Reach Our Customers (e.g. Internet, Catalog) Acquire New Customers Enter New Geographies (i.e. Open New Locations) Investing for Growth |
1 Excludes Divestitures, See Appendix for Reconciliation to Net Income 2 2012 and 2Q13 LTM Net Sales and Adj. EBITDA on 53-week basis; Growth on 52-week basis 3 Unlevered, Adjusted Pre-tax, See Appendix for Reconciliation to Operating Cash Flows Adj. EBITDA1 08A 09A 10A 12A 11A $476M $343M $411M $508M $683M YOY %2 (16%) (28%) 20% 24% 32% Net Sales $8,198 $6,313 $6,449 $7,028 $8,035 YOY %2 (15%) (23%) 2% 9% 12% Free Cash Flow3 $900 $261 $658 $94 $351 Capital Expenditure $49 $115 $115 $58 $77 % of Sales 0.9% 0.9% 0.8% 1.6% 1.4% 2Q13 LTM $740M 25% $8,465 12% $431 $127 1.5% Financial Summary $740M 2Q13 LTM Adjusted EBITDA ($ in millions) GM % 27.1% 28.0% 28.5% 28.7% 28.9% 29.1% Adj. EBITDA% 5.8% 5.4% 6.4% 7.2% 8.5% 8.7% 1H12 $325M 29% $3,895 12% ($20) $52 1.3% 28.7% 8.3% 1H13 $382M 18% $4,325 11% $60 $64 1.5% 29.1% 8.8% |
End Market Commentary Increased Uncertainty Current Commentary3 Residential Non- Residential Infrastructure & Other MRO Municipal Power 1 Management Estimates Based on Fiscal Year 2012 Net Sales 2 Management Estimates of Fiscal Year 2013 Based on 3rd Party Data 3 Management Estimates (~20%) (~80%) (~25%) (~50%) (~25%) (~25%) (~75%) (~100%) (Approximate End Market Exposure1) +20% to 25% As of 2Q 132 Flat Flat +1% to +3% Flat FY 13 End Markets Primary End Market (July) Moderating Strength August SF Starts +17% VPY Stable Increased Uncertainty Driving Softness and Project Spending Delays Continued Sluggishness |
Q313 Monthly Sales (%) HD Supply Average Daily Sales Growth VPY Estimated ~7% Q313 HDS Average Daily Sales Growth 13 Selling Days 12 Selling Days 12.9% 13.4% 11.3% 16.5% 65 65 13.1% 12.2% 4.4% 10.6% 19 20 13.0% 14.1% 2.5% 9.9% 20 19 9.3% 15.7% 3.8% 7.3% 24 24 11.7% 14.0% 3.6% 9.4% 63 63 1.6% 15.1% -0.4% 10.5% 20 20 6.0% 15.7% 1.4% 12.4% 19 19 4.4% 12.6% 2.1% 9.0% 25 25 3.9% 14.3% 1.1% 10.4% 64 64 Q113 12.6% May 10.5% June 9.5% July 8.9% Q213 9.6% Aug 6.5% Sept 8.1% Oct 6.5% Q313 6.9% Estimated Estimated |
Execution Focus Focused on Controllable Execution Execution Focus LT Growth Target1 Share of Wallet (Sales Force Effectiveness); New Products and Services (Category Management) Analyze and Prioritize Growth Investments (+ End Market Estimate) +2 Pts 5 Pts +2 Pts 5 Pts +2 Pts 5 Pts +0 Pts 2 Pts Share of Wallet (Sales Force Effectiveness); New Products and Services (Category Management) SG&A Reductions Given Market Realities and Inventory Alignment Share of Wallet (Sales Force Effectiveness); New Products and Services (Category Management); New Locations Refresh Priority Market Sales Force Effectiveness Relevant Experience to Execute in Uncertain Markets Strict Accountability, Deep Talent Base Executing Structural Cost Reductions and Growth Intensity New Products and Services (Adjacent Offerings); New Locations Acquire New Customers (Talent Acquisition) 1 Long-term Average Growth Target Based on Management Estimates and Aspirations Non-Residential Industry Transformation Pent-Up Demand MRO Controllable Execution +3 Pts |
Concluding Remarks Growth in Excess of Estimated Market Growth Estimated ~7% Sales Growth in Q313 FY13 End Market Uncertainty Continued Delays in Non-Residential Construction; Increased Municipal Uncertainty; Utility Market Softness; Government Impact Intensely Focused on Controllable Execution Investing for Growth Relevant Experience to Execute in Uncertain Markets Strict Accountability, Deep Talent Base Executing Structural Cost Reductions and Growth Intensity Well Positioned in Large, Fragmented Markets Focused on Always Getting Better Estimated ~7% Q313 Sales Performance; Focused on Controllable Execution |
Appendix |
Q313 Monthly Net Sales ($) HD Supply Net Sales $2,295M Q313 Estimated Sales 13 Selling Days 12 Selling Days $561 523 462 $310 65 65 19 20 20 19 24 24 63 63 20 20 19 19 25 25 64 64 Q113 $2,068M May $656 June $723 July $879 Q213 $2,257 Aug $720 Sept $690 Oct $885 Q313 $2,295M ($ in millions) $179 176 133 $99 $203 193 147 $109 $256 233 176 $128 $638 601 456 $336 $199 201 141 $108 $184 194 136 $105 $227 237 196 $138 $610 632 473 $351 Estimated Estimated |
Q313 Monthly Sales Organic (%) HD Supply Organic Average Daily Sales Growth VPY1 ~6% Estimated Organic Average Daily Sales Growth in Q313 13 Selling Days 12 Selling Days Q113 10.8% 9.6% 8.2% 11.3% 16.5% 65 65 May 8.6% 9.3% 7.7% 4.4% 10.6% 19 20 June 7.7% 9.8% 9.2% 2.5% 9.9% 20 19 July 7.8% 8.8% 11.1% 3.8% 7.3% 24 24 Q213 9.4% 9.5% 3.6% 9.4% 8.1% 63 63 1 Adjusted for acquisitions and Crown Bolt contract amendment. Previously reported organic growth rates adjusted only for acquisitions (10.4% and 7.8% for Q113 and Q213, respectively). Aug 5.8% 1.6% 11.2% -0.4% 10.5% 20 20 Sept 7.3% 6.0% 11.7% 1.4% 12.4% 19 19 Oct 5.8% 4.4% 8.9% 2.1% 9.0% 25 25 Q313 3.9% 10.5% 1.1% 10.4% 6.2% 64 64 Estimated Estimated |
Organic Average Daily Sales Growth VPY ~6% Estimated Organic Average Daily Sales Growth in Q313 Q1 9.6% 9.4% 8.2% 9.5% 11.3% 3.6% 16.5% 9.4% 10.8% 8.1% 2011 2012 20132 Q2 Q32 Q4 Fac. Maintenance Waterworks Power Solutions White Cap HD Supply Fac. Maintenance Waterworks Power Solutions White Cap HD Supply Fac. Maintenance Waterworks Power Solutions White Cap HD Supply 13.7% 11.4% 14.5% 10.1% 17.1% 6.3% 12.8% 9.3% 5.1% 6.0% 9.1% 11.1% 23.1% 20.4% 14.8% 13.8% 13.7% 9.5% 12.4% 9.8% - - - - - Organic Average Daily Sales Growth VPY1 9.3% 8.6% 13.5% 13.8% (5.4%) 8.5% 3.5% 15.0% 16.2% 12.2% 11.1% 5.5% 5.4% 11.8% 18.4% 25.9% 3.6% 8.5% 9.0% 13.1% 1 Adjusted for Acquisitions, Crown Bolt Contract Amendment, and Selling Days 2 Q3 2013 Figures are Estimated Selling Days 65 63 64 61 Selling Days 65 63 64 66 Selling Days 65 63 64 61 (VPY%) 3.9% 10.5% 1.1% 10.4% 6.2% |
Illustrative Adjusted EPS Calculation (Q313) Adjusted EBITDA Stock-based Compensation and Equity Sponsor Expenses Interest Expense Cash Income Taxes Depreciation and Software Amortization1 1 Excludes Amortization of Acquisition-related Intangibles 2 Illustrative Only. Net Income Adjustments Based on Management Estimates 3 There is No Dilution Impact if Adjusted Net Income is Negative Adjusted Net Income Diluted Shares Outstanding3 Adjusted Net Income per Diluted Share Illustrative Examples2 ~$150M of Net Income Adjustments Subtotal $300M ($4M) ($118M) ($1M) ($27M) $150M 197.4M $0.76 Example A ($150M) $200M ($4M) ($118M) ($1M) ($27M) $50M 197.4M $0.25 Example B ($150M) $100M ($4M) ($118M) ($1M) ($27M) ($50M)3 191.7M3 ($0.26) Example C ($150M) ( - ) ( - ) ( - ) ( - ) = = ÷ |
Historical Reported Net Sales1 Q1 Q2 Q3 Q4 FY 2008 Fac. Maintenance Waterworks Power Solutions White Cap HD Supply Other $408 $597 $490 $362 $2,119 $262 $469 $708 $488 $399 $2,318 $254 $439 $640 $478 $365 $2,172 $250 $344 $414 $386 $243 $1,589 $202 $1,660 $2,359 $1,842 $1,369 $8,198 $968 2009 Fac. Maintenance Waterworks Power Solutions White Cap HD Supply Other $385 $428 $378 $224 $1,602 $187 $446 $435 $363 $236 $1,684 $204 $425 $446 $349 $232 $1,657 $205 $353 $343 $320 $180 $1,370 $174 $1,609 $1,652 $1,410 $872 $6,313 $770 2010 Fac. Maintenance Waterworks Power Solutions White Cap HD Supply Other $400 $409 $340 $205 $1,552 $198 $467 $448 $370 $228 $1,719 $206 $438 $461 $386 $234 $1,724 $205 $377 $341 $366 $185 $1,454 $185 $1,682 $1,659 $1,462 $852 $6,449 $794 2011 Fac. Maintenance Waterworks Power Solutions White Cap HD Supply Other $437 $387 $395 $216 $1,608 $173 $507 $496 $415 $255 $1,875 $202 $497 $490 $429 $277 $1,893 $200 $429 $399 $386 $233 $1,652 $205 $1,870 $1,772 $1,625 $981 $7,028 $780 2012 Fac. Maintenance Waterworks Power Solutions White Cap HD Supply Other $497 $461 $415 $266 $1,836 $197 $571 $527 $440 $307 $2,059 $214 $587 $553 $468 $318 $2,146 $220 $527 $487 $464 $287 $1,994 $229 $2,182 $2,028 $1,787 $1,178 $8,035 $860 1 Excludes Sesco, Plumbing and IPVF Discontinued Operations ($ in millions) 08 12 Net Sales |
Historical Adjusted EBITDA1 ($ in millions) Q1 Q2 Q3 Q4 FY 2008 Fac. Maintenance Waterworks Power Solutions White Cap HD Supply Other $57 $50 $22 $20 $122 ($27) $79 $64 $22 $28 $183 ($10) $73 $58 $20 $23 $165 ($9) $49 $17 $4 ($20) $6 ($44) $258 $189 $68 $51 $476 ($90) 2009 Fac. Maintenance Waterworks Power Solutions White Cap HD Supply Other $63 $26 $13 ($11) $75 ($16) $84 $30 $12 ($5) $117 ($4) $81 $28 $11 $ - $115 ($5) $51 $15 $4 ($15) $36 ($19) $279 $99 $40 ($31) $343 ($44) 2010 Fac. Maintenance Waterworks Power Solutions White Cap HD Supply Other $65 $20 $10 ($7) $78 ($10) $84 $29 $13 $ - $124 ($2) $79 $32 $15 $4 $130 $ - $54 $13 $11 ($7) $79 $8 $282 $94 $49 ($10) $411 ($4) 2011 Fac. Maintenance Waterworks Power Solutions White Cap HD Supply Other $72 $21 $12 ($3) $96 ($6) $95 $33 $14 $7 $155 $6 $87 $37 $17 $13 $155 $1 $64 $21 $7 $ - $102 $10 $318 $112 $50 $17 $508 $11 2012 Fac. Maintenance Waterworks Power Solutions White Cap HD Supply Other $85 $28 $14 $8 $133 ($2) $109 $39 $20 $18 $192 $6 $112 $42 $21 $22 $204 $7 $83 $28 $17 $8 $154 $18 $389 $137 $72 $56 $683 $29 1 Excludes Sesco, Plumbing and IPVF Discontinued Operations 08 12 Adj. EBITDA |
Reconciliation of Non-GAAP Measures: Net Income to Adj EBITDA (i) Depreciation and amortization includes amounts recorded within Cost of sales. (ii) Represents the (gains)/losses associated with the changes in fair value of interest rate swap contracts not accounted for under hedge accounting and other non-operating (income)/expense. (iii) Represents the loss/(gain) on extinguishment and modification of debt including the premium/(discount) paid to repurchase or call the debt as well as the write-off of unamortized deferred financing costs and other assets associated with such debt. (iv) Represents the non-cash impairment charge of goodwill and an intangible asset recognized in accordance with Accounting Standards Codification 350, IntangiblesGoodwill and Other. (v) Represents the costs incurred for employee reductions and branch closures or consolidations. These costs include occupancy costs, severance, and other costs incurred to exit a location. (vi) Represents the stock-based compensation costs for stock options and restricted stock. (vii) HD Supply entered into consulting agreements with the Equity Sponsors whereby HD Supply paid the Equity Sponsors a $4.5 million annual aggregate management fee and related expenses. These consulting agreements were terminated in conjunction with HD Supplys initial public offering in the second quarter of fiscal 2013. (viii) Represents the costs expensed in connection with HD Supplys initial public offering, including approximately $18 million paid to the Equity Sponsors for termination of the consulting agreements. Net income (loss) Less: Income (loss) from discontinued operations, net of tax Income (loss) from continuing operations Interest expense Provision (benefit) for income taxes Depreciation and amortization(i) Other (income) expense, net(ii) Loss (gain) on extinguishment and modification of debt(iii) Goodwill and other intangible asset impairment(iv) Restructuring charge(v) Stock-based compensation(vi) Management fee & related expenses paid to Equity Sponsors(vii) Costs related to initial public offering (viii) Other Adjusted EBITDA ($ in millions) Fiscal Year Ended January 29, 2012 $(543) 20 (563) 639 79 329 20 (1) $508 January 30, 2011 $(619) (6) (613) 623 28 343 (6 ) 5 8 17 5 1 $411 January 31, 2010 $(514) (34) (480) 602 (198) 364 (8) (200) 219 21 18 5 $343 August 4, 2013 $(966) 4 (970) 625 24 294 576 152 14 4 20 1 $740 LTM Ended February 3, 2013 $(1,179) 20 (1,199) 658 3 339 709 152 16 5 $683 February 1, 2009 $(1,255) (107) (1, 148) 641 (329) 381 12 867 32 14 6 $476 July 29, 2012 $(416) 16 (432) 324 34 167 220 10 3 (1) $325 Six Months Ended August 4, 2013 $(203) (203) 291 55 122 87 8 2 20 $382 5 |
($ in millions) (i) Depreciation and amortization includes amounts recorded within Cost of sales. (ii) Represents the (gains)/losses associated with the changes in fair value of interest rate swap contracts not accounted for under hedge accounting and other non-operating (income)/expense. (iii) Represents the loss/(gain) on extinguishment and modification of debt including the premium/(discount) paid to repurchase or call the debt as well as the write-off of unamortized deferred financing costs and other assets associated with such debt. (iv) Represents the non-cash impairment charge of goodwill and an intangible asset recognized in accordance with Accounting Standards Codification 350, IntangiblesGoodwill and Other. (v) Represents the costs incurred for employee reductions and branch closures or consolidations. These costs include occupancy costs, severance, and other costs incurred to exit a location. (vi) Represents the stock-based compensation costs for stock options and restricted stock. (vii) HD Supply entered into consulting agreements with the Equity Sponsors whereby HD Supply paid the Equity Sponsors a $4.5 million annual aggregate management fee and related expenses. These consulting agreements were terminated in conjunction with HD Supplys initial public offering in the second quarter of fiscal 2013. (viii) Represents the costs expensed in connection with HD Supplys initial public offering, including approximately $18 million paid to the Equity Sponsors for termination of the consulting agreements. Reconciliation of Non-GAAP Measures: Net Income to Adj EBITDA |
($ in millions) (i) Depreciation and amortization includes amounts recorded within Cost of sales. (ii) Represents the (gains)/losses associated with the changes in fair value of interest rate swap contracts not accounted for under hedge accounting and other non-operating (income)/expense. (iii) Represents the loss/(gain) on extinguishment and modification of debt including the premium/(discount) paid to repurchase or call the debt as well as the write-off of unamortized deferred financing costs and other assets associated with such debt. (iv) Represents the non-cash impairment charge of goodwill and an intangible asset recognized in accordance with Accounting Standards Codification 350, IntangiblesGoodwill and Other. (v) Represents the costs incurred for employee reductions and branch closures or consolidations. These costs include occupancy costs, severance, and other costs incurred to exit a location. (vi) Represents the stock-based compensation costs for stock options and restricted stock. (vii) HD Supply entered into consulting agreements with the Equity Sponsors whereby HD Supply paid the Equity Sponsors a $4.5 million annual aggregate management fee and related expenses. These consulting agreements were terminated in conjunction with HD Supplys initial public offering in the second quarter of fiscal 2013. (viii) Represents the costs expensed in connection with HD Supplys initial public offering, including approximately $18 million paid to the Equity Sponsors for termination of the consulting agreements. Reconciliation of Non-GAAP Measures: Net Income to Adj EBITDA |
GAAP Operating Cash Flows Interest Paid Interest Paid on PIK extinguishments Taxes Paid (Received) Unlevered, Pre-tax Cash Flows Adjustments to Unlevered, Pre-tax Cash Flows Free Cash Flow (FCF) 548 $ 69 $ 551 $ (165) $ (681) $ (934) $ 397 366 363 356 621 574 - - - - 502 866 9 (127) (216) 5 1 4 954 $ 308 $ 698 $ 196 $ 443 $ 510 $ 900 261 $ 658 $ 94 $ 351 $ 431 $ Fiscal Year Ended January 29, 2012 January 30, 2011 January 31, 2010 August 4, 2013 LTM Ended February 3, 2013 February 1, 2009 ($ in millions) Reconciliation of Non-GAAP Measures: Free Cash Flow (577) $ 304 364 5 96 $ 60 $ July 29, 2012 Six Months Ended August 4, 2013 (324) $ 351 2 29 $ Capital Expenditures Proceeds from sale of PPE Management Fees & Expenses (77) $ (58) $ (49) $ (115) $ (115) $ (127) $ 18 8 4 4 17 20 6 5 5 5 5 4 (64) $ 5 2 (52) $ 2 3 (20) $ - Costs Related to Initial Public Offering Discontinued operations Other - - - - 20 - - - 4 - - (1) (2) - - 1 4 20 - 1 - - (2) - $ |