UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 5, 2018

 

Commission File
Number

 

Exact name of Registrant as specified in its
charter, Address of principal executive offices
and Telephone number

 

State of
incorporation

 

I.R.S. Employer
Identification
Number

001-35979

 

HD SUPPLY HOLDINGS, INC.

3400 Cumberland Boulevard
Atlanta, Georgia 30339
(770) 852-9000

 

Delaware

 

26-0486780

 

 

 

 

 

 

 

333-159809

 

HD SUPPLY, INC.

3400 Cumberland Boulevard
Atlanta, Georgia 30339
(770) 852-9000

 

Delaware

 

75-2007383

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 



 

Item 2.02. Results of Operations and Financial Condition.

 

On June 5, 2018,  HD Supply Holdings, Inc. (the “Company” or “HD Supply”), HD Supply, Inc.’s parent company, issued a press release, filed as Exhibit 99.1 and incorporated herein by reference, announcing the Company’s financial results for the three months ended April 29, 2018 and certain other information.

 

The information contained in Item 7.01 concerning the presentation to HD Supply investors is hereby incorporated into this Item 2.02 by reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 7.01.  Regulation FD Disclosure.

 

The slide presentation attached hereto as Exhibit 99.2, and incorporated herein by reference, will be presented to certain investors of HD Supply on June 5, 2018 and may be used by HD Supply in various other presentations to investors.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description of Exhibit

 

 

 

99.1

 

Press Release “HD Supply Holdings, Inc. Announces Fiscal 2018 First-Quarter Results,” dated June 5, 2018.

 

 

 

99.2

 

HD Supply presentation to investors.

 

2



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 5, 2018

HD Supply Holdings, Inc.

 

 

 

 

By:

/s/ Dan S. McDevitt

 

 

Dan S. McDevitt

 

 

General Counsel and Corporate Secretary

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 5, 2018

HD Supply, Inc.

 

 

 

 

By:

/s/ Dan S. McDevitt

 

 

Dan S. McDevitt

 

 

General Counsel and Corporate Secretary

 

3


Exhibit 99.1

 

 

Investor Contact:

Charlotte McLaughlin

HD Supply Investor Relations

770-852-9100

InvestorRelations@hdsupply.com

 

Media Contact:

Quiana Pinckney

HD Supply Public Relations

770-852-9057

Quiana.Pinckney@hdsupply.com

 

HD Supply Holdings, Inc. Announces Fiscal 2018 First-Quarter Results,

Raises Full-Year Guidance

 

ATLANTA, GA — June 5, 2018 — HD Supply Holdings, Inc. (NASDAQ: HDS), one of the largest industrial distributors in North America, today reported Net sales of $1.4 billion for the first quarter of fiscal 2018 ended April 29, 2018, an increase of $173 million, or 14.2 percent, as compared to the first quarter of fiscal 2017.  Organic sales growth for the first quarter of fiscal 2018 was 9.9 percent, as compared to the first quarter of fiscal 2017.

 

“I am proud of the team’s performance in the first quarter. Despite difficult weather conditions in many regions, we delivered impressive sales growth of 14 percent,” stated Joe DeAngelo, Chairman and CEO of HD Supply. “We are seeing the return from our growth investments and I am excited for the team to continue building upon the strong start to 2018. I look forward to sharing more of our growth story on June 21st during our first Investor Day in Atlanta.”

 

Gross profit increased $68 million, or 14.0 percent, to $552 million for the first quarter of fiscal 2018, as compared to $484 million for the first quarter of fiscal 2017. Gross profit was 39.7 percent of Net sales for the first quarter of fiscal 2018, down approximately 10 basis points from 39.8 percent for the first quarter of fiscal 2017.

 

Operating income increased $22 million, or 17.1 percent, to $151 million for the first quarter of fiscal 2018, as compared to $129 million for the first quarter of fiscal 2017. Operating income was 10.9 percent of Net sales for the first quarter of fiscal 2018, up approximately 30 basis points from 10.6 percent for the first quarter of fiscal 2017.

 

Net income increased $4 million, or 4.7 percent, to $89 million for the first quarter of fiscal 2018, as compared to $85 million for the first quarter of fiscal 2017.

 

Adjusted EBITDA increased $33 million, or 21.0 percent, to $190 million for the first quarter of fiscal 2018, as compared to $157 million for the first quarter of fiscal 2017. Adjusted EBITDA was 13.7 percent of Net sales for the first quarter of fiscal 2018, up approximately 80 basis points from 12.9 percent for the first quarter of fiscal 2017.

 

Adjusted net income increased $50 million, or 62.5 percent, to $130 million for the first quarter of fiscal 2018 as compared to $80 million for the first quarter of fiscal 2017.  Adjusted net income per diluted share was $0.70 in the first quarter of fiscal 2018, as compared to $0.39 in the first quarter of fiscal 2017.

 

As of April 29, 2018, HD Supply’s combined liquidity of $880 million was comprised of $150 million in cash and cash equivalents and $730 million of additional available borrowings (excluding $174 million of borrowings on available cash balances) under HD Supply, Inc.’s senior asset-based lending facility, based on qualifying inventory and receivables.

 

1



 

Business Unit Performance

 

Facilities Maintenance

 

Net sales increased $41 million, or 6.0 percent, to $723 million in the first quarter of fiscal 2018, as compared to $682 million for the first quarter of fiscal 2017.  Adjusted EBITDA increased $15 million, or 13.9 percent, to $123 million for the first quarter of fiscal 2018, as compared to $108 million for the first quarter of fiscal 2017.  Adjusted EBITDA was 17.0 percent of Net sales for the first quarter of fiscal 2018, up approximately 120 basis points from 15.8 percent for the first quarter of fiscal 2017.

 

Construction & Industrial

 

Net sales increased $130 million, or 24.3 percent, to $666 million in the first quarter of fiscal 2018, as compared to $536 million for the first quarter of fiscal 2017.  Organic sales growth was approximately 14.4 percent in the first quarter of fiscal 2018 as compared to the first quarter of fiscal 2017. Adjusted EBITDA increased $18 million, or 36.7 percent, to $67 million for the first quarter of fiscal 2018, as compared to $49 million for the first quarter of fiscal 2017.  Adjusted EBITDA was 10.1 percent of Net sales for the first quarter of fiscal 2018, up approximately 100 basis points from 9.1 percent for the first quarter of fiscal 2017.

 

First-Quarter Monthly Sales Performance

 

Net sales for February, March and April of fiscal 2018 were $391 million, $423 million and $575 million, respectively.  There were 20 selling days in February, 20 selling days in March and 25 selling days in April in both 2018 and 2017.  Average year-over-year daily sales growth for February, March and April was 11.7 percent, 12.0 percent and 17.7 percent, respectively. On an organic basis, average year-over-year daily sales growth for February, March and April was 11.7 percent, 7.5 percent and 10.3 percent, respectively.

 

Preliminary May Sales Results

 

Preliminary Net sales in May 2018 were approximately $488 million, which represents year-over-year average daily sales growth of approximately 18.7 percent (10.6 percent on an organic basis).  Preliminary May year-over-year average daily sales growth by business segment was approximately 6.3 percent for Facilities Maintenance and approximately 34.5 percent (16.0 percent on an organic basis) for Construction & Industrial.  There were 20 selling days in both May 2018 and May 2017.

 

Second-Quarter and Full-Year 2018 Outlook

 

For the second quarter of fiscal 2018, Net sales are anticipated to be in the range of $1,535 million and $1,595 million, Adjusted EBITDA(1) in the range of $235 million and $245 million and Adjusted net income per diluted share(1) in the range of $0.92 and $0.97.  Adjusted net income per diluted share range assumes a fully diluted weighted average share count of approximately 185 million.  At the mid-point of the ranges, our second-quarter 2018 Net sales and Adjusted EBITDA translate into approximately 16 percent growth and 15 percent growth, respectively, versus prior year.  On an organic bases at the mid-point of the range, our second-quarter 2018 Net sales represents approximately 8 percent growth.

 

For the full year fiscal 2018, Net sales are anticipated to be in the range of $5,820 million and $5,940 million, Adjusted EBITDA(1) in the range of $832 million and $862 million and Adjusted net income per diluted share(1) in the range of $3.11 and $3.27.  Adjusted net income per diluted share range assumes a fully diluted weighted average share count of approximately 185 million.

 


(1)  No reconciliation of the forecasted range for Adjusted EBITDA to Net income or Income from Continuing Operations and Adjusted net income per diluted share to Net income per diluted share or Income from Continuing Operations per diluted share for the second quarter of fiscal 2018 or the full year fiscal 2018 is included in this press release 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.

 

2



 

Fiscal 2018 First-Quarter Conference Call

 

As previously announced, HD Supply will hold a conference call on Tuesday, June 5th, 2018 at 8:00 a.m. (Eastern Time) to discuss its first-quarter results.  The conference call and presentation materials can be accessed via webcast by logging on from the Investor Relations section of the company’s Web site at hdsupply.com. The online replay will remain available for a limited time following the call.

 

2018 Investor Day

 

As previously announced, HD Supply will hold an investor day on Thursday, June 21st, 2018 at 8:00 a.m. (Eastern Time) to discuss company performance and strategy.  For further information, please go to the Investor Relations section of the company’s Web site at hdsupply.com or contact our team at investorrelations@hdsupply.com

 

Non-GAAP Financial Measures

 

HD Supply supplements its reporting of Net income with non-GAAP measurements, including Adjusted EBITDA, Adjusted net income and Adjusted net income per diluted share. 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 and Adjusted net income per diluted share referred to in this press release is included below under “Reconciliation of Non-GAAP Measures.”

 

About HD Supply

 

HD Supply (www.hdsupply.com) is one of the largest industrial distributors in North America. The company provides a broad range of products and value-add services to approximately 500,000 customers with leadership positions in maintenance, repair and operations, and specialty construction sectors. Through approximately 270 branches and 44 distribution centers in the U.S. and Canada, the company’s approximately 11,000 associates provide localized, customer-driven services including jobsite delivery, will call or direct-ship options, diversified logistics and innovative solutions that contribute to its customers’ success.

 

Forward-Looking Statements and Preliminary Results

 

This press release 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 press release 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 press release. 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 press release, 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 Net sales, Adjusted EBITDA and Adjusted net income per diluted share 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 above may be material.

 

3



 

HD SUPPLY HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Amounts in millions, except share and per share data, Unaudited

 

 

 

Three Months Ended

 

 

 

April 29, 2018

 

April 30, 2017

 

Net Sales

 

$

1,389

 

$

1,216

 

Cost of sales

 

837

 

732

 

Gross Profit

 

552

 

484

 

Operating expenses:

 

 

 

 

 

Selling, general and administrative

 

372

 

334

 

Depreciation and amortization

 

22

 

21

 

Restructuring

 

7

 

 

Total operating expenses

 

401

 

355

 

Operating Income

 

151

 

129

 

Interest expense

 

34

 

49

 

Interest (income)

 

(1

)

 

Loss on extinguishment & modification of debt

 

 

3

 

Income from Continuing Operations Before Provision for Income Taxes

 

118

 

77

 

Provision for income taxes

 

29

 

19

 

Income from Continuing Operations

 

89

 

58

 

Income from discontinued operations, net of tax

 

 

27

 

Net Income

 

$

89

 

$

85

 

Other comprehensive income — foreign currency translation adjustment

 

1

 

1

 

Total Comprehensive Income

 

$

90

 

$

86

 

 

 

 

 

 

 

Weighted Average Common Shares Outstanding (thousands)

 

 

 

 

 

Basic

 

184,326

 

200,708

 

Diluted

 

185,155

 

203,017

 

 

 

 

 

 

 

Basic Earnings Per Share(1):

 

 

 

 

 

Income from Continuing Operations

 

$

0.48

 

$

0.29

 

Income from Discontinued Operations

 

$

 

$

0.13

 

Net Income

 

$

0.48

 

$

0.42

 

Diluted Earnings Per Share(1):

 

 

 

 

 

Income from Continuing Operations

 

$

0.48

 

$

0.29

 

Income from Discontinued Operations

 

$

 

$

0.13

 

Net Income

 

$

0.48

 

$

0.42

 

 


(1 ) May not foot due to rounding.

 

4



 

HD SUPPLY HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

Amounts in millions, except per share data, Unaudited

 

 

 

April 29,
2018

 

January 28,
2018

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

150

 

$

558

 

Receivables, less allowance for doubtful accounts of $16 and $12

 

728

 

612

 

Inventories

 

792

 

674

 

Other current assets

 

55

 

31

 

Total current assets

 

1,725

 

1,875

 

Property and equipment, net

 

344

 

325

 

Goodwill

 

1,984

 

1,807

 

Intangible assets, net

 

209

 

91

 

Deferred tax asset

 

160

 

205

 

Other assets

 

18

 

15

 

Total assets

 

$

4,440

 

$

4,318

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

475

 

$

377

 

Accrued compensation and benefits

 

74

 

95

 

Current installments of long-term debt

 

11

 

11

 

Other current liabilities

 

242

 

138

 

Total current liabilities

 

802

 

621

 

Long-term debt, excluding current installments

 

2,087

 

2,090

 

Other liabilities

 

60

 

141

 

Total liabilities

 

2,949

 

2,852

 

Stockholders’ equity:

 

 

 

 

 

Common stock, par value $0.01; 1 billion shares authorized; 184.2 million and 185.7 million shares issued and outstanding at April 29, 2018, and January 28, 2018, respectively

 

2

 

2

 

Paid-in capital

 

4,038

 

4,029

 

Accumulated deficit

 

(1,877

)

(1,966

)

Accumulated other comprehensive loss

 

(16

)

(17

)

Treasury stock, at cost, 20.1 and 18.2 million shares at April 29, 2018 and January 28, 2018, respectively

 

(656

)

(582

)

Total stockholders’ equity

 

1,491

 

1,466

 

Total liabilities and stockholders’ equity

 

$

4,440

 

$

4,318

 

 

5



 

HD SUPPLY HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Amounts in millions, Unaudited

 

 

 

Three Months Ended

 

 

 

April 29,
2018

 

April 30,
2017

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

89

 

$

85

 

Reconciliation of net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

24

 

25

 

Provision for uncollectibles

 

2

 

2

 

Non-cash interest expense

 

6

 

3

 

Payment of discounts upon extinguishment of debt

 

 

(4

)

Loss on extinguishment of debt

 

 

3

 

Stock-based compensation expense

 

6

 

6

 

Deferred income taxes

 

27

 

34

 

Other

 

 

(1

)

Changes in assets and liabilities, net of the effects of acquisitions & dispositions:

 

 

 

 

 

(Increase) decrease in receivables

 

(66

)

(113

)

(Increase) decrease in inventories

 

(81

)

(83

)

(Increase) decrease in other current assets

 

(9

)

(3

)

Increase (decrease) in accounts payable and accrued liabilities

 

52

 

129

 

Net cash provided by operating activities

 

50

 

83

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Capital expenditures

 

(19

)

(24

)

Payments for businesses acquired, net

 

(362

)

 

Proceeds from sales of property and equipment

 

 

2

 

Net cash provided by (used in) investing activities

 

(381

)

(22

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Proceeds from issuance of common stock under employee benefit plans

 

2

 

25

 

Purchase of treasury shares

 

(64

)

(9

)

Tax withholdings on stock-based awards

 

(6

)

 

Repayments of long-term debt

 

(3

)

(100

)

Borrowings on long-term revolver debt

 

6

 

75

 

Repayments on long-term revolver debt

 

(9

)

(55

)

Debt issuance and modification costs

 

 

(5

)

Other financing activities

 

(3

)

3

 

Net cash provided by (used in) financing activities

 

(77

)

(66

)

Effect of exchange rates on cash and cash equivalents

 

 

 

Increase (decrease) in cash and cash equivalents

 

$

(408

)

$

(5

)

Cash and cash equivalents at beginning of period

 

558

 

75

 

Cash and cash equivalents at end of period

 

$

150

 

$

70

 

 

6



 

HD SUPPLY HOLDINGS, INC.

SEGMENT REPORTING

Amounts in millions, Unaudited

 

 

 

Facilities
Maintenance

 

Construction
& Industrial

 

Eliminations

 

Total
Continuing
Operations

 

Three Months Ended April 29, 2018

 

 

 

 

 

 

 

 

 

Net sales

 

$

723

 

$

666

 

$

 

$

1,389

 

Adjusted EBITDA

 

123

 

67

 

 

190

 

Depreciation(1) & Software Amortization

 

9

 

10

 

 

19

 

Other Intangible Amortization

 

2

 

3

 

 

5

 

Three Months Ended April 30, 2017

 

 

 

 

 

 

 

 

 

Net sales

 

$

682

 

$

536

 

$

(2

)

$

1,216

 

Adjusted EBITDA

 

108

 

49

 

 

157

 

Depreciation(1) & Software Amortization

 

9

 

10

 

 

19

 

Other Intangible Amortization

 

2

 

1

 

 

3

 

 


(1)         Depreciation includes amounts recorded within Cost of sales in the Consolidated Statements of Operations.

 

Reconciliation of Non-GAAP Measures

 

Adjusted EBITDA and Adjusted net income are not recognized terms under GAAP and do not purport to be alternatives to Net income as a measure of operating performance. We present Adjusted EBITDA and Adjusted net income because each is a primary measure used by management to evaluate operating performance. In addition, we present Adjusted net income to measure our overall profitability as we believe it is an important measure of our performance. We believe the presentation of Adjusted EBITDA and Adjusted net income enhances investors’ overall understanding of the financial performance of our business.

 

Adjusted EBITDA is based on “Consolidated EBITDA,” a measure which is defined in our senior credit facilities and used in calculating financial ratios in several material debt covenants. Adjusted EBITDA is defined as Net income less Income from discontinued operations, net of tax, plus (i) Interest expense and Interest income, net, (ii) Provision for income taxes, (iii) depreciation and amortization and further adjusted to exclude loss on extinguishment of debt, non-cash items and certain other adjustments to Consolidated Net Income permitted in calculating Consolidated EBITDA under our senior credit facilities.

 

Adjusted net income is defined as Net income less Income from discontinued operations, net of tax, further adjusted for loss on extinguishment of debt, certain non-cash, non-recurring or unusual items, net of tax.

 

We compensate for the limitations of using non-GAAP financial measures by using them to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Because not all companies use identical calculations, our presentation of Adjusted EBITDA and Adjusted net income may not be comparable to other similarly titled measures of other companies.

 

Adjusted EBITDA and Adjusted net income have limitations as analytical tools and should not be considered in isolation or as substitutes for analyzing our results as reported under GAAP. Some of these limitations are:

 

·                       Adjusted EBITDA and Adjusted net income do not reflect changes in, or cash requirements for, our working capital needs;

 

·                       Adjusted EBITDA does not reflect our interest expense, or the requirements necessary to service interest or principal payments on our debt;

 

·                       Adjusted EBITDA does not reflect our income tax expenses or the cash requirements to pay our taxes;

 

·                       Adjusted EBITDA and Adjusted net income do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments; and although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often

 

7



 

have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.

 

Adjusted EBITDA

 

The following table presents a reconciliation of Net income and Income from Continuing Operations, the most directly comparable financial measures under GAAP, to Adjusted EBITDA for the periods presented (amounts in millions):

 

 

 

Three Months Ended

 

 

 

April 29, 2018

 

April 30, 2017

 

Net income

 

$

89

 

$

85

 

Less income from discontinued operations, net of tax

 

 

27

 

Income from continuing operations

 

89

 

58

 

Interest expense, net

 

33

 

49

 

Provision for income taxes

 

29

 

19

 

Depreciation and amortization (1)

 

24

 

22

 

Loss on extinguishment of debt (2)

 

 

3

 

Restructuring charges (3)

 

7

 

 

Stock-based compensation

 

6

 

6

 

Acquisition and integration costs (4)

 

2

 

 

Adjusted EBITDA

 

$

190

 

$

157

 

 


(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.

 

(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, purchased on March 5, 2018.

 

8



 

Adjusted Net Income

 

The following table presents a reconciliation of Net income and Income from Continuing Operations, the most directly comparable financial measures under U.S. GAAP, to Adjusted net income for the periods presented (amounts in millions):

 

 

 

Three Months Ended

 

 

 

April 29, 2018

 

April 30,
2017

 

Net income

 

$

89

 

$

85

 

Less income from discontinued operations, net of tax

 

 

27

 

Income from continuing operations

 

89

 

58

 

Plus: Provision for income taxes

 

29

 

19

 

Less: Cash income taxes

 

(2

)

(3

)

Plus: Amortization of acquisition-related intangible assets (other than software)

 

5

 

3

 

Plus: Loss on extinguishment of debt (1)

 

 

3

 

Plus: Restructuring charges (2)

 

7

 

 

Plus: Acquisition and integration costs (3)

 

2

 

 

Adjusted Net Income

 

$

130

 

$

80

 

 

 

 

 

 

 

Diluted weighted average common shares outstanding

 

185,155

 

203,017

 

Adjusted net income per share — diluted

 

$

0.70

 

$

0.39

 

 


(1)         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.

 

(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, purchased on March 5, 2018.

 

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 second quarter of fiscal 2018 or full year fiscal 2018 is included in this press release 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.

 

9


Exhibit 99.2

FINANCIAL RESULTS AND COMPANY OVERVIEW 2018 First-Quarter Performance June 5th, 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 Net sales, Adjusted EBITDA and Adjusted net income per diluted share are preliminary estimates and are subject to risks and uncertainties, including, among others, changes in connection with quarter-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 “Reconciliation of Non-GAAP Measures and Capital Structure Overview.”

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Q1’18 Execution Highlights Focused on Controllable Execution 1 See appendix slides 19 and 20 for a reconciliation of Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per Diluted Share to Net Income and Income from Continuing Operations 2 Operating Leverage is defined as Adjusted EBITDA growth divided by total Net sales growth 3 Free Cash Flow is defined as LTM Operating Cash Flow $469M, Less Capital Expenditures $89M (including Cash Flow from Discontinued Operations) Note: “VPY” denotes Versus Prior Year, “LTM” denotes Last Twelve Months +14% Net Sales Growth Versus Prior Year (“VPY”) +10% Organic Sales Growth VPY +17% Operating Income Growth VPY +53% Income from Continuing Operations VPY +5% Net Income Growth VPY +21% Adjusted EBITDA1 Growth VPY Operating Leverage2 of 1.5x +79% Adjusted Net Income per Diluted Share1 Growth VPY $380M LTM Free Cash Flow3

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Demand Remains Strong Rebar Represents Approximately 5% of Total Sales Topics of Recent Investor Interest Topic Consideration Labor Inflation Tariff Impacts Non-residential End Market Modest Increase in Labor Costs Focused on Shareholder Value Rising Freight Costs Mitigated Freight Costs Milder February Offset by March Storms and Cool April Weather Full Tax Payer by Mid-2019 6. Tax Reform

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$1,216M $1,389M +14% Gross Profit Gross Margin % Operating Income Adj. EBITDA % Op. Income % $484M $552M 39.8% 39.7% $157M $190M $129M $151M 12.9% 13.7% 10.9% +14% -10 BPs +80 BPs +21% ($ in millions, except per share data) $80M $130M +17% Net Sales 1 See appendix slides 19 and 20 for a reconciliation of Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income per Diluted Share to Net Income and Income from Continuing Operations Q1’17 Adj. EBITDA1 VPY Adj. Net Income1 10.6% Q1’18 $0.39 $0.70 +79% Per Diluted Share1 +$173M +63% Net Income $85M $89M +5% $0.42 $0.48 +$0.06 Per Diluted Share +14.2% Net Sales Growth VPY Q1’18 Financial Results +30 BPs +10% +$120M organic

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Organic Growth in Both Business Units Q1’18 Segment Performance Q1’18 $723M $666M Adj. EBITDA $123M $67M Net Sales ($ in millions) Q1’17 $682M $536M $108M VPY +6% +14% VPY +24% +37% $49M Q1’18 Q1’17 Operating Leverage 2.3x 1.5x +14% organic

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Q1’18 Taxes and Cash Flow Favorable Tax Asset with Significant Gross Federal Net Operating Loss (“NOL”) Carryforwards of Approximately $675 Million ~$205M Tax-affected Amount of Federal and State NOLs Cash Taxes $2M in Q1’18 $2-4M Estimated in Q2’18 $10-12M Estimated in FY’18 Effective Rate ~25% for Q1’18 Expected 25-26% for FY’18 $2.1B Net Debt1 at the End of Q1’18 2.6x Net Debt to Adj. EBITDA $380M Q1’18 LTM Free Cash Flow2 $19M of Capital Expenditures in Q1’18 Note: Contains forward-looking information; please see Disclaimer on slide 2 1 Reconciled on slide 15 2 Free Cash Flow is defined as Operating Cash Flow of $469M, Less Capital Expenditures of $89M (including Cash Flow from Discontinued Operations) Taxes Cash Flow Capital Structure Execution

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+14.2% Q1’18 Average Daily Sales Growth Q1’18 Monthly Average Daily Sales (%) 5.4% 32.8% 18.7% May 6.3% 34.5% 5.9% 19.7% Facilities Maintenance Construction & Industrial (Preliminary) 11.7% 12.0% 17.7% 7.1% 17.3% 2.4% 6.9% Feb. Mar. Apr. Prior Year $575M $488M $423M HD Supply Net Sales $391M 3.9% 3.8% Q1’18 5.2% 9.3% $412M 0.8% 7.7% $488M 1.1% 7.9% $378M 0.2% 5.3% $350M HD Supply Average Daily Sales Growth VPY ’17 Selling Days 25 20 20 20 Current Year Note: Contains forward-looking information; please see Disclaimer on slide 2 25 20 20 20 ’18 Selling Days Q2’18 organic 7.5% organic 10.6% organic 10.3% ’16 Selling Days 25 20 20 20

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+18% +13% +18% +14% Q2’18 Guidance +16% Net Sales Growth VPY at Midpoint $1,595M $1,535M $208M $1,352M $245M $235M VPY Q2’17 Q2’18 Q2’17 Q2’18 Q2’18 Net Sales Adj. EBITDA Adj. Net Income Per Diluted Share1 VPY 1 Q2’18 Adjusted Net Income per Diluted Share range assumes a fully diluted weighted average share count of ~185 million 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 second 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. $0.97 $0.92 VPY ($ in millions, except per share amounts) $0.64 . . Q2’17 +52% +44% Midpoint $1,565M +16% $240M +15% $0.95 +48%

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~2 to 3% End Market Growth for FY’18 FY’18 End Market Preliminary Outlook Residential Construction “Living Space” MRO Primary End Market Non-Residential Construction ~2 to 3% FY’18 End Market Estimates1 1% to 2% Current View as of June ’18  Mid-Single Digit 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 Digit

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Current Outlook Summary HD Supply Current Outlook Summary +16% Net Sales VPY at Midpoint $1,535M to $1,595M Net Sales +15% Adj. EBITDA VPY at Midpoint $235M to $245M Adj. EBITDA +48% Adj. Net Income per Diluted Share VPY at Midpoint $0.92 to $0.97 Adj. Net Income per Diluted Share Assumes ~185M Diluted Share Count2 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 second 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 Q2’18 1Management estimate; end market growth based on multiple quantitative and qualitative inputs 2 Assumes No Additional Share Repurchases FY’18 +2% to +3% End Market VPY1 +15% Net Sales VPY at Midpoint $5,820M to $5,940M Net Sales +16% Adj. EBITDA VPY at Midpoint $832M to $862M Adj. EBITDA +38% Adj. Net Income per Diluted Share VPY at Midpoint $3.11 to $3.27 Adj. Net Income per Diluted Share Assumes ~185M Diluted Share Count2

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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 +14% Net Sales Growth in Q1’18 VPY +21% Adjusted EBITDA1 Growth in Q1’18 VPY 1.5x Operating Leverage +79% Adjusted Net Income per Diluted Share Growth1 in Q1’18 VPY Strong Start to 2018 First Investor Day: June 21st, 2018, Atlanta Leadership Development Center 1 See appendix slides 19 and 20 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 Q1’18 Debt Balances Senior ABL Facility Term B-3 Loans April 2016 Senior Unsecured Notes $52 1,000 4/5/22 8/13/21 Outstanding Debt3 Less: Cash and Cash Equivalents Net Debt $2,092 (150) $2,128 Balance Maturity 1 Represents the Stated Rate of Interest, Without Including the Effect of Discounts or Premiums 2 Subject to Applicable Redemption Price Terms 3 Excludes Unamortized Discounts of $6M and Unamortized Deferred Financing Costs of $24M ($ in millions) 2.91% 4.55% Interest Rate1 533 n/a Now Soft Call Date2 5.75% 4/15/24 4/15/19 Term B-4 Loans 10/17/23 4.80% 543 Now Plus: Letters of Credit 27 Plus: Capital Lease 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 ~185M FY’18 ($ in millions, except per share data) Q2’17 $152M $0.49 $91M ~186M Q2’18 Estimates ~199M Q3’17 $214M $0.80 $149M ~187M Q4’17 Depreciation and Amortization1 ( – ) ($24M) (~$104M) Amortization of Acquired Intangibles ($22M) ( + ) ~$22M $3M $3M $3M Interest Expense, Net (GAAP) ( – ) (~$140M) Cash Income Taxes2 ( – ) (~$11M) Stock-based Compensation ( – ) ($31M) ($35M) ($2M) ($4M) 1 Includes Amounts Recorded within Cost of Sales 2 Q3’17 excludes $13 million of taxes paid in relation to the sale of the Waterworks Business Unit 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 second 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 ($7M) ($6M) ($7M) (~$24M) $208M ($22M) ($49M) $127M $0.64 ($7M) Illustrative TBD TBD TBD ~185M (~$27M) ~$6M (~$35M) (~$3M) (~$6M) Q1’18 $190M $0.70 $130M ~185M ($24M) $5M ($33M) ($2M) ($6M)

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$488M Preliminary May Sales Monthly Net Sales ($) Facil. Maint. Const. & Ind. ’18 Selling Days ’17 Selling Days ($ in millions) HD Supply Net Sales (Preliminary) FY’17 Jun. Jul. Aug. Sep. Oct. Nov. Dec. Jan. Feb. Mar. Apr. May May $412M $408M $532M $436M $403M $531M $423M $372M $390M $575M $421M $391M $488M $231 $306 $248 $223 $283 $197 $208 $237 $212 $224 $287 $246 $178 $226 $188 $180 $249 $175 $182 $185 $179 $199 $288 $243 $232 $180 20 19 24 20 19 25 18 20 281 20 20 25 20 20 19 24 20 19 25 18 20 23 20 20 25 20 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 20 19 24 20 19 25 18 20 23 20 20 25 20 organic $406M organic $539M organic $455M

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+10.6% Organic Preliminary Average Daily Sales Growth in May 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. 2.6% 3.7% 4.3% 1.3% 6.1% 4.3% 4.9% 2.2% 7.1% 5.9% 5.4% 6.3% 5.2% 4.5% 8.2% 9.8% 10.3% 14.5% 16.4% 18.6% 13.3% 17.3% 9.4% 16.3% 16.0% 9.3% 6.9% 3.4% 5.6% 6.7% 5.2% 10.0% 12.0% 9.8% 10.9% 17.7% 6.8% 11.7% 18.7% (Preliminary) Jun. Jul. Aug. Sep. Oct. Nov. Dec. Jan. Feb. Mar. Apr. May May FY’17 FY’18 ’18 Selling Days ’17 Selling Days 20 19 24 20 19 25 18 20 282 20 20 25 20 20 19 24 20 19 25 18 20 23 20 20 25 20 ’16 Selling Days 20 19 24 20 19 25 18 20 23 20 20 25 20 organic 7.5% organic 10.3% organic 10.6%

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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 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, purchased on March 5, 2018 Q1’18 Q1’17 Net income $89 $ 85 Less income from discontinued operations, net of tax - 27 Income from continuing operations 89 58 Interest expense, net 33 49 Provision for income taxes 19 Depreciation and amortization 24 22 Loss on extinguishment of debt - Restructuring charges 2 7 - Stock-based compensation 3 6 6 Adjusted EBITDA $ 190 $ 157 29 3 Acquisition and integration costs4 2 - 1

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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 write-off of unamortized deferred financing costs, original issue discount, and other assets or liabilities associated with such debt 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, purchased on March 5, 2018 Weighted average common shares outstanding (in thousands) Basic Diluted Adjusted Net Income Per Share - Basic Adjusted Net Income Per Share - Diluted Net income $89 $ 85 Less income from discontinued operations, net of tax 27 Income from continuing operations 89 58 Provision for income taxes 29 19 Cash paid for income taxes (2) (3) Amortization of acquisition related intangible assets (other than - software) Restructuring charges2 - 7 Loss on extinguishment of debt1 - Adjusted Net Income $ 130 $ 80 184,326 200,708 185,155 203,017 $0.71 $0.40 $0.70 $0.39 - 3 5 3 Acquisition and integration costs3 - 2 Q1’18 Q1’17

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