0001573097 false 0001465264 false 8-K 2020-06-08 false false false false false 0001573097 2020-06-07 2020-06-08 0001573097 hds:HDSupplyIncMember 2020-06-07 2020-06-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 8, 2020

 

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:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of Exchange on which registered
Common stock, $0.01 par value per share HDS The Nasdaq Stock Market LLC

 

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 ¨

 

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. ¨

 

 

 

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On June 9, 2020, HD Supply Holdings, Inc. (the “Company” or “HD Supply”), HD Supply, Inc.’s parent company, will issue a press release, filed as Exhibit 99.1 and incorporated herein by reference, announcing the Company’s financial results for the three months ended May 3, 2020 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 9, 2020 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 2020 First-Quarter Results,” dated June 9, 2020
99.2   HD Supply presentation to investors
104   Cover Page Interactive Data File (embedded within the inline XBRL document)

 

 

 

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 8, 2020 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 8, 2020 HD Supply, Inc.
     
  By: /s/ Dan S. McDevitt
    Dan S. McDevitt
    General Counsel and Corporate Secretary

 

 

Co-Registrant CIK 0001465264
Co-Registrant Amendment Flag false
Co-Registrant Form Type 8-K
Co-Registrant DocumentPeriodEndDate 2020-06-08
Co-Registrant Written Communications false
Co-Registrant Solicitating Materials false
Co-Registrant PreCommencement Tender Offer false
Co-Registrant PreCommencement Issuer Tender Offer false
Co-Registrant Emerging Growth Company false
Co-Registrant Memeber: HD Supply, Inc. (Total HDS)

 

Exhibit 99.1

 

 

 

Investor and Media Contact:

Charlotte McLaughlin

HD Supply Investor Relations

770-852-9100

InvestorRelations@hdsupply.com

Charlotte.McLaughlin@hdsupply.com

 

HD Supply Holdings, Inc. Announces Fiscal 2020 First-Quarter Results

 

Atlanta, GA – June 9, 2020 – 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 2020 ended May 3, 2020, a decrease of $98 million, or 6.6 percent, as compared to the first quarter of fiscal 2019.

 

"The COVID-19 pandemic has created extraordinary challenges, but our focus has remained clear. We have prioritized the health and well-being of our associates and their families while continuing to serve our customers and our communities. Our associates have worked tirelessly to fulfill our responsibilities and I am proud of each and every one of them," stated Joe DeAngelo, Chairman and CEO of HD Supply. "We are encouraged by improving results in May, and we will continue to support our customers and communities as they work to safely resume economic activity."

 

Gross profit decreased $35 million, or 6.0 percent, to $550 million for the first quarter of fiscal 2020, as compared to $585 million for the first quarter of fiscal 2019. Gross profit was 39.4 percent of Net sales for the first quarter of fiscal 2020, an increase of approximately 20 basis points from 39.2 percent for the first quarter of fiscal 2019.

 

Operating income decreased $49 million, or 28.8 percent, to $121 million for the first quarter of fiscal 2020, as compared to $170 million for the first quarter of fiscal 2019. Operating income was 8.7 percent of Net sales for the first quarter of fiscal 2020, down approximately 270 basis points from 11.4 percent for the first quarter of fiscal 2019.

 

Net income decreased $35 million, or 32.7 percent, to $72 million for the first quarter of fiscal 2020, as compared to $107 million for the first quarter of fiscal 2019.

 

Net income per diluted share decreased $0.18, or 28.6 percent, to $0.45 for the first quarter of fiscal 2020, as compared to $0.63 for the first quarter of fiscal 2019.

 

Adjusted EBITDA decreased $40 million, or 19.7 percent, to $163 million for the first quarter of fiscal 2020, as compared to $203 million for the first quarter of fiscal 2019. Adjusted EBITDA was 11.7 percent of Net sales for the first quarter of fiscal 2020, down approximately 190 basis points from 13.6 percent for the first quarter of fiscal 2019.

 

Adjusted net income decreased $35 million, or 24.5 percent, to $108 million for the first quarter of fiscal 2020, as compared to $143 million for the first quarter of fiscal 2019. Adjusted net income per diluted share decreased $0.17, or 20.2 percent, to $0.67 for the first quarter of fiscal 2020, as compared to $0.84 for the first quarter of fiscal 2019.

 

As of May 3, 2020, HD Supply’s combined liquidity of $797 million was comprised of $147 million in cash and cash equivalents and $650 million of additional available borrowings (excluding $85 million of borrowings on available cash balances) under HD Supply, Inc.'s senior asset-based lending facility, based on qualifying inventory and receivables. HD Supply’s May 3, 2020 combined liquidity increased by $169 million from its fiscal 2019 year-end combined liquidity of $628 million.

 

1

 

 

Business Unit Performance

 

Facilities Maintenance

 

Net sales decreased $90 million, or 11.7 percent, to $682 million for the first quarter of fiscal 2020, as compared to $772 million for the first quarter of fiscal 2019. Adjusted EBITDA decreased $36 million, or 26.9 percent, to $98 million for the first quarter of fiscal 2020, as compared to $134 million for the first quarter of fiscal 2019. Adjusted EBITDA was 14.4 percent of Net sales for the first quarter of fiscal 2020, down approximately 300 basis points from 17.4 percent for the first quarter of fiscal 2019.

 

Construction & Industrial

 

Net sales decreased $8 million, or 1.1 percent, to $713 million for the first quarter of fiscal 2020, as compared to $721 million for the first quarter of fiscal 2019. Adjusted EBITDA decreased $4 million, or 5.8 percent, to $65 million for the first quarter of fiscal 2020, as compared to $69 million for the first quarter of fiscal 2019. Adjusted EBITDA was 9.1 percent of Net sales for the first quarter of fiscal 2020, down approximately 50 basis points from 9.6 percent for the first quarter of fiscal 2019.

 

First-Quarter Monthly Sales Performance

 

Net sales for February, March and April of fiscal 2020 were $461 million, $462 million and $472 million, respectively. There were 20 selling days in February, 20 selling days in March and 25 selling days in April of fiscal 2020 and fiscal 2019. Average year-over-year daily sales changes for February, March and April of fiscal 2020 as compared to fiscal 2019 were an increase of 8.8 percent, an increase of 0.5 percent and a decrease of 22.6 percent, respectively.

 

Preliminary May Sales Results

 

Preliminary Net sales in May 2020 were approximately $431 million, which represents a year-over-year average daily decline of approximately 7.3 percent. Preliminary May year-over-year average daily Net sales decline by business segment was 13.4 percent in Facilities Maintenance and 1.4 percent in Construction & Industrial. There were 19 selling days in both May 2020 and May 2019. May’s Net sales performance improved throughout the month in both Facilities Maintenance and Construction & Industrial.

 

2020 Outlook

 

The company will not be providing a second quarter 2020 or fiscal full year 2020 outlook in light of the ongoing coronavirus disease (“COVID-19”) outbreak. A further discussion relating to the ongoing impact of COVID-19 will take place on our fiscal 2020 first-quarter conference call.

 

Fiscal 2020 First-Quarter Conference Call

As previously announced, HD Supply will hold a conference call on Tuesday, June 9th, 2020 at 8:00 a.m. (Eastern Time) to discuss its fiscal 2020 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.

 

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.”

 

2

 

 

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 the 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 more than 11,000 associates provide localized, customer-tailored products, services and expertise.

 

Forward-Looking Statements and Preliminary Results

 

This press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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. 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, without limitation, the impact of the coronavirus disease 2019 outbreak (“COVID-19”) on the maintenance, repair and operations and specialty construction sectors, in general, and the financial position and operating results of our company, in particular, which cannot be predicted and could change rapidly and those "Risk factors" in our annual report on Form 10-K, for the fiscal year ended February 2, 2020, filed on March 17, 2020 and those described from time to time in our, and HD Supply, Inc.'s, other filings with the U.S. Securities and Exchange Commission (the “SEC”), 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.

 

May 2020 estimates for Net sales 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 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
 
   May 3,
2020
   May 5,
2019
 
Net Sales  $1,395   $1,493 
Cost of sales   845    908 
Gross Profit   550    585 
Operating expenses:          
Selling, general and administrative   396    392 
Depreciation and amortization   27    25 
Restructuring and separation   6    (2)
Total operating expenses   429    415 
Operating Income   121    170 
Interest expense   25    28 
Income Before Provision for Income Taxes   96    142 
Provision for income taxes   24    35 
Net Income  $72   $107 
Other comprehensive income (loss):          
Foreign currency translation adjustment   1     
Unrealized loss on cash flow hedge, net of tax of $6 and $1   (16)   (5)
Total Comprehensive Income  $57   $102 
           
Weighted Average Common Shares Outstanding (thousands)          
Basic   160,830    170,000 
Diluted   161,190    170,712 
           
Earnings Per Share:          
Basic earnings per share  $0.45   $0.63 
Diluted earnings per share  $0.45   $0.63 

 

4

 

 

HD SUPPLY HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

Amounts in millions, except per share data, Unaudited

 

  

May 3,
2020 

   February 2,
2020
 
ASSETS          
Current assets:          
Cash and cash equivalents  $147   $34 
Receivables, less allowance for credit losses of $24 and $19   690    754 
Inventories   832    771 
Other current assets   89    104 
Total current assets   1,758    1,663 
Property and equipment, net   387    391 
Operating lease right-of-use assets   474    480 
Goodwill   1,991    1,991 
Intangible assets, net   169    175 
Deferred tax asset   2    2 
Other assets   14    13 
Total assets  $4,795   $4,715 
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable  $455   $414 
Accrued compensation and benefits   58    71 
Current installments of long-term debt   11    11 
Current lease liabilities   122    110 
Other current liabilities   188    208 
Total current liabilities   834    814 
Long-term debt, excluding current installments   2,033    2,035 
Deferred tax liabilities   35    33 
Long-term lease liabilities   365    383 
Other liabilities   115    98 
Total liabilities   3,382    3,363 
Stockholders’ equity:          
Common stock, par value $0.01; 1 billion shares authorized; 162.0 million and 161.4 million shares issued and outstanding at May 3, 2020, and February 2, 2020, respectively   2    2 
Paid-in capital   4,103    4,097 
Accumulated deficit   (1,050)   (1,122)
Accumulated other comprehensive loss   (67)   (52)
Treasury stock, at cost, 44.1 million shares at May 3, 2020 and February 2, 2020, respectively   (1,575)   (1,573)
Total stockholders’ equity   1,413    1,352 
Total liabilities and stockholders’ equity  $4,795   $4,715 

 

5

 

 

 

 

 

 

HD SUPPLY HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Amounts in millions, Unaudited

 

   Three Months Ended 
   May 3,
2020
   May 5,
2019
 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net income  $72   $107 
Reconciliation of net income to net cash provided by operating activities:          
Depreciation and amortization   29    27 
Provision for credit losses   9    2 
Non-cash interest expense   2    2 
Stock-based compensation expense   7    7 
Deferred income taxes       32 
Other       1 
Changes in assets and liabilities, net of the effects of acquisitions & dispositions:          
(Increase) decrease in receivables   54    (51)
(Increase) decrease in inventories   (62)   (43)
(Increase) decrease in other current assets   1    (5)
Increase (decrease) in accounts payable and accrued liabilities   20    49 
Increase (decrease) in other long-term liabilities   5     
Net cash provided by operating activities   137    128 
CASH FLOWS FROM INVESTING ACTIVITIES:          
Capital expenditures   (21)   (26)
Proceeds from sales of property and equipment       2 
Net cash provided by (used in) investing activities   (21)   (24)
CASH FLOWS FROM FINANCING ACTIVITIES:          
Purchase of treasury shares   (1)   (12)
Repayments of long-term debt   (3)   (3)
Repayments of financing liabilities       (88)
Borrowings on long-term revolver debt   339    327 
Repayments on long-term revolver debt   (337)   (325)
Proceeds from issuance of common stock under employee benefit plans   3    4 
Tax withholdings on stock-based awards   (4)   (5)
Net cash provided by (used in) financing activities   (3)   (102)
Effect of exchange rates on cash and cash equivalents        
Increase (decrease) in cash and cash equivalents  $113   $2 
Cash and cash equivalents at beginning of period   34    38 
Cash and cash equivalents at end of period  $147   $40 

 

6

 

 

HD SUPPLY HOLDINGS, INC.

SEGMENT REPORTING

Amounts in millions, Unaudited

 

   Facilities Maintenance   Construction & Industrial   Eliminations   Total Operations 
Three Months Ended May 3, 2020                
Net sales  $682   $713   $   $1,395 
Adjusted EBITDA   98    65        163 
Depreciation(1) & Software Amortization   13    10        23 
Other Intangible Amortization   2    4        6 
                     
Three Months Ended May 5, 2019                    
Net sales  $772   $721   $   $1,493 
Adjusted EBITDA   134    69        203 
Depreciation(1) & Software Amortization   10    11        21 
Other Intangible Amortization   2    4        6 
(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 have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.

 

7

 

 

Adjusted EBITDA

 

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

 

   Three Months Ended 
   May 3,
2020
   May 5,
2019
 
Net income  $72   $107 
Interest expense, net   25    28 
Provision for income taxes   24    35 
Depreciation and amortization (1)   29    27 
Restructuring and separation charges (2)   6    (2)
Stock-based compensation   7    7 
Acquisition and integration costs (3)       1 
Adjusted EBITDA  $163   $203 

 

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

(2)Represents the costs related to separation activities and personnel changes, primarily severance and other employee-related costs. For the three months ended May 5, 2019, the Company recognized a favorable termination of the lease for its former corporate headquarters.
(3)Represents the costs incurred in the acquisition and integration of business acquisitions, including A.H. Harris Construction Supplies.

 

Adjusted Net Income

 

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

 

   Three Months Ended 
   May 3,
2020
   May 5,
2019
 
Net income  $72   $107 
Plus: Provision for income taxes   24    35 
Less: Cash income taxes       (4)
Plus: Amortization of acquisition-related intangible assets (other than software)   6    6 
Plus: Restructuring and separation charges (1)   6    (2)
Plus: Acquisition and integration costs (2)       1 
Adjusted Net Income  $108   $143 
           
Diluted weighted average common shares outstanding   161,190    170,712 
Adjusted net income per share – diluted  $0.67   $0.84 

 

(1)Represents the costs related to separation activities and personnel changes, primarily severance and other employee-related costs. For the three months ended May 5, 2019, the Company recognized a favorable termination of the lease for its former corporate headquarters.
(2)Represents the costs incurred in the acquisition and integration of business acquisitions, including A.H. Harris Construction Supplies.

 

8

 

 

 

 

Exhibit 99.2

 

FINANCIAL RESULTS AND COMPANY OVERVIEW 2020 First - Quarter Performance June 9 th , 2020

 

 

2 Disclaimer Forward - Looking Statements and Preliminary Results This presentation includes “forward - looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Sect ion 21E of the Securities Exchange Act of 1934. Forward - looking statements are based on management’s beliefs and assumptions and informatio n currently available to management and are subject to known and unknown risks and uncertainties, many of which may be beyond o ur 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 presen tation. 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 var iations thereon or similar terminology. A number of important factors could cause actual events to differ materially from those contained in or imp lied by the forward - looking statements, including, without limitation, the impact of the coronavirus disease 2019 outbreak (“COVID - 19”) on t he maintenance, repair and operations and specialty construction sectors, in general, and the financial position and operating r esu lts of our company, in particular, which cannot be predicted and could change rapidly and those “Risk factors” in our annual report on F orm 10 - K, for the fiscal year ended February 2, 2020, filed on March 17, 2020 and those described from time to time in our, and HD Supply, Inc .’s, other filings with the U.S. Securities and Exchange Commission (the “SEC”), which can be found at the SEC’s website www.sec.gov. An y forward - looking information presented herein is made only as of the date of this presentation, and we do not undertake any oblig ation to update or revise any forward - looking information to reflect changes in assumptions, the occurrence of unanticipated events, or o therwise. Estimates for May 2020 Net sales are preliminary estimates and are subject to risks and uncertainties, including, among other s, 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 i n t he 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 subst itu te for the GAAP measurements presented herein. Additional information regarding Adjusted EBITDA, Adjusted net income, Adjusted net inco me per diluted share, Net debt, and Free cash flow referred to in this presentation is included at the end of this presentation unde r “ Capital Structure Overview” and “Reconciliation of Non - GAAP Measures.”

 

 

3 Q1’20 Overview Solid Start to the Quarter Before COVID - 19 Impact 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 2 Free Cash Flow is defined as LTM Operating Cash Flow $686M, Less Capital Expenditures $101M 3 As of May 3, 2020, our combined liquidity of approximately $797 million was comprised of $147 million in cash and cash equiva le nts and $650 million of additional available borrowings (excluding $85 million of borrowings on available cash balances) under our Senior ABL Facility, based on qualifying inventory and receivables Note : “VPY” denotes Versus Prior Year, “LTM” denotes Last Twelve Months ▪ 7% Net Sales Decline VPY ▪ 29% Operating Income Decline VPY ▪ 33% Net Income Decline VPY ▪ 20% Adjusted EBITDA 1 Decline VPY ▪ 29% Net Income per Diluted Share Decline VPY ▪ 20% (Legacy) Adjusted Net Income per Diluted Share 1 Decline VPY ▪ $585M LTM Free Cash Flow 2 ▪ Liquidity of $797M 3 ; $169M increase from Feb 2, 2020 Financial ▪ Deemed an Essential Business ▪ Robust Infection Control Action Plan ▪ Targeted Sourcing Improvements ▪ Community Support ▪ Pivot to Reopening Plan ▪ Separation Plan Commitment Operational

 

 

4 Facilities Maintenance: COVID - 19 Impact Health and Safety of Our Associates Remains a Priority ▪ No Disruption to Distribution Centers; Seamless Move to Working from Home; Improved Infection Controls in all Customer - Facing Locations ▪ Significant Impact to Performance Post Shelter - in - Place Orders ▪ Pervasive Headwinds to Business include: – Restriction on Economic Activity – Health Concerns – Disruption to Maintenance Schedules: Move to Emergency Maintenance Only – Changing Customer Needs ▪ Hospitality Vertical Significantly Impacted; Decline in Revenue per Available Room of Approximately 80 percent 1 1 Data from STR: "U.S. hotel performance for April 2020"

 

 

5 Sequential Declines in each Vertical in Q1, with Improvement in May Facilities Maintenance Vertical Performance 1 Gross Sales after Returns (GSAR) excludes customer rebates, discounts, and allowances GSAR 1 Versus Prior Year Multifamily; ~60% of FM Sales Hospitality; ~18% of FM Sales Healthcare; ~7% of FM Sales 4.7% 1.7% (25.5%) (7.7%) 4.2% (14.0%) (73.1%) (48.4%) 2.2% 7.6% (2.3%) (0.4%) Feb. Mar. Apr. May

 

 

6 Construction & Industrial : COVID - 19 Impact Construction Market Rebounding As States Reopen ▪ Shelter - in - Place Orders Impacted Construction Demand: Strong February Sales + 14.2% VPY ▪ Construction Deemed Essential in Majority of U.S. States ▪ California, Washington, Michigan, New York and New Jersey Markets Challenged ▪ Strength Across Central, Midwest, Southeast and Southwest Regions ▪ Home Improvement Solutions Outperformed Company Average ▪ Improved Sanitation Procedures in Branches; Closed Showrooms ▪ Sourcing Focus on Safety and Personal Protective Equipment ▪ Improved May Performance

 

 

7 ($ in millions, except per share data) Net Sales 1 See appendix slides 19 and 20 for a reconciliation of Adjusted EBITDA, Adjusted net income and Adjusted net income per dilute d s hare to Net income 6.6% Net Sales Decline in Q1’20 Q1’20 Financial Results $1,493 $1,395 Q1’19 VPY Q1’20 - $98 - 7% Gross Profit $585 $550 - 6% Gross Margin % 39.2% 39.4% +20 BPs Operating Income $170 $121 - 29% Op. Income % 11.4% 8.7% - 270 BPs Net Income $107 $72 - 33% Per Diluted Share $0.63 $0.45 - $0.18 Adj. EBITDA 1 $203 $163 - 20% Adj. EBITDA % 13.6% 11.7% - 190 BPs Adj. Net Income 1 $143 $108 - 24% Per Diluted Share 1 $0.84 $0.67 - $0.17

 

 

8 Managing Costs Through COVID - 19 Managing Cash Flow and Profitability ▪ Implemented Company - Wide Hiring Freeze ▪ Reduced Distribution Center and Branch Labor Hours ▪ CEO Voluntarily Waived Remaining 2020 Salary ▪ Independent Directors Waived 100% of Cash Board Retainer for Remainder of the Year ▪ Reduced Salaries for All Salaried Associates ▪ Eliminated or Deferred Discretionary Spending ▪ Reduced Planned Capital Expenditures ▪ Furloughed and Reduced Headcount ▪ Eliminated Travel in Q1’20

 

 

9 Declines in Both Segments Q1’20 Segment Performance Q1’20 Adj. EBITDA $98 $ 65 Net Sales Q1’19 $1 34 VPY - 12% - 27% VPY - 1% - 6% $ 69 Q1’20 Q1’19 $721 $713 $772 $682 organic ($ in millions)

 

 

10 Q1’20 Taxes, Cash Flow, and Capitalization ▪ Cash Taxes  None in Q1’20  May and July Cash Tax Payments to be Made in Q2’20 ▪ $1,940 Net Debt 1 at the End of Q1’20  2.3x Net Debt to LTM Adj. EBITDA ▪ Free Cash Flow  $116 in Q1’20 ▪ Capital Expenditures  $21 in Q1’20 1 Reconciled on slide 16. “Net Debt” defined as Total Debt before unamortized deferred financing costs and discounts, plus lett er s of credit, less cash and cash equivalents 2 As of May 3, 2020, our combined liquidity of approximately $797 million was comprised of $147 million in cash and cash equiva len ts and $650 million of additional available borrowings (excluding $85 million of borrowings on available cash balances) under our Senior ABL Facility, based on qualifying inventory and receivables Drawn ABL includes $259 in ABL borrowings and $24 in Letters of Credit Strong Liquidity and No Significant Maturities until 2022 ($ in millions) ’20 ’21 ’22 ’23 ’24 ’25 ’26 ABL Commitment $1,000 $1,024 $750 $283 HD Supply Debt Maturities $11 $11 $1.0 billion ABL Revolver $1.1 billion Term Loan B $750 million Sr. Notes ▪ Liquidity - As of May 3, 2020 was $797 2 , +$169 as compared to Feb. 2, 2020 - No Significant Maturities until Apr. 2022 $11

 

 

11 7.3% Preliminary May Average Daily Sales Decline VPY Q1’20 Monthly Average Daily Sales (%) ’18 Selling Days Facilities Maintenance Construction & Industrial Prior Year HD Supply Net Sales HD Supply Average Daily Sales Growth VPY ’19 Selling Days Current Year Note: Contains forward - looking information; please see Disclaimer on slide 2 ’20 Selling Days ($ in millions) (31.9%) (13.0%) (13.4%) (1.4%) (0.4%) 25 20 20 1.4% (Preliminary) 0.5% (22.6%) 4.1% 14.2% 20 0.2% Feb. Apr. $472 $431 $462 $461 8.8% 6.1% Q1’20 (2.4%) 2.8% $464 7.9% 4.3% $610 6.0% 11.9% $460 6.0% 10.5% $423 25 19 20 20 25 19 20 20 Q2’20 (7.3%) 8.6% organic Mar. 8.1% 8.8% 2.2% organic May

 

 

12 Change to Adjusted Net income per Share Definition ▪ No Formal Guidance; Commitment to Long - term Mid - Single Digit Sales Growth in Both Businesses ▪ Change to Adjusted Net Income per Share Definition 1 From Q2’20 Onwards - Closer to GAAP and More Consistent with Peer Group - Legacy Adjusted Net Income Definition Adjusted for Federal Net Operating Loss Carryforwards and Significant Amortization of Acquired Intangible Assets (Other Than Software) - No Adjustment for Taxes Under New Definition - Amortization of Acquired Intangible Assets Will Not be Added Back Under the New Definition - Unusual and Non - recurring Items Will Continue to be Added Back and Will be Tax Affected Guidance on Hold Due to COVID - 19 Uncertainty 1 Fully reconciled on slide 21

 

 

13 Q&A Q&A

 

 

14 Concluding Remarks Priority is Health and Safety of our Associates and Customers ▪ Strong Start to Q1’20 Disrupted by COVID - 19 Impact ▪ No Q2’20 or 2020 Guidance Provided at this Time ▪ Prudently Resuming Operations Interrupted or Impacted by COVID - 19 ▪ Priority Continues to be the Health and Safety of our Communities

 

 

15 Q&A APPENDIX

 

 

16 2.3x Net Debt to LTM Adjusted EBITDA Capital Structure Overview Debt as of May 3, 2020 Senior ABL Facility Term B - 5 Loans Oct. 2018 Senior Unsecured Notes Outstanding Debt 4 Less: Cash and Cash Equivalents Net Debt Balance Maturity 1 Represents the stated rate of interest, without including the effect of discounts or interest rate swaps 2 Subject to applicable redemption price terms 3 Ratings per Moody’s Investor’s Service (“Moody’s”) and S&P Global Ratings (“S&P”). Corporate family ratings shown for Outsta nd ing Debt. 4 Excludes unamortized discounts of $2 and unamortized deferred financing costs of $17 ($ in millions) Interest Rate 1 Soft Call Date 2 2.08% 2.15% 5.375% 4/5/ 22 10/17/ 23 10/15/ 26 n/a Now 10/15/ 21 Plus: Letters of Credit $259 750 $1,940 (147) $2,063 1,054 24 Moody’s / S&P 3 Not Rated, BBB – Ba1, BBB – Ba2, BB – Ba1 Stable, BB+ Stable

 

 

17 0.2% 1.9% 2.1% 1.6% 2.6% 1.7% 2.5% (6.8%) 12.7% 8.8% 0.5% (22.6%) (7.3%) May Jun. Jul. Aug. Sep. Oct. Nov. Dec. Jan. Feb. Mar. Apr. May 7.3% Preliminary Average Daily Sales Decline VPY in May Average Daily Sales – Organic 1 (VPY%) (Preliminary) Facil . Maint . Const. & Ind. HD Supply Organic Average Daily Sales (“ADS”) Growth VPY 1 (VPY%) 1 Adjusted for acquisitions and selling days, but not the 53 rd week in FY’18 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 FY’19 ’20 Selling Days ’19 Selling Days ’18 Selling Days FY’20 (2.4%) 2.2% 3.0% 1.2% 1.7% 2.7% 2.5% (4.9%) 9.6% 4.1% (0.4%) (31.9%) (13.4%) 2.8% 1.7% 1.0% 2.0% 3.5% 0.6% 2.4% (8.6%) 16.1% 14.2% 1.4% (13.0%) (1.4%) 19 20 24 20 19 25 18 19 24 20 20 25 19 19 20 24 20 19 25 18 19 24 20 20 25 19 20 19 24 20 19 25 18 20 28 2 20 20 25 20 Dec. Apr. May

 

 

18 $431M Preliminary May Sales Monthly Net Sales ($) (Preliminary) Facil . Maint . Const. & Ind. ’20 Selling Days ’19 Selling Days ’18 Selling Days organic HD Supply Net Sales ($ in millions) 1 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 FY’20 FY’19 $464 $521 $639 $521 $494 $629 $436 $403 $546 $461 $462 $472 $431 May Jun. Jul. Aug. Sep. Oct. Nov. Dec. Jan. Feb. Mar. Apr. May $228 $268 $334 $266 $249 $311 $216 $205 $281 $235 $236 $211 $198 $237 $253 $305 $255 $245 $318 $221 $198 $266 $226 $226 $261 $234 19 20 24 20 19 25 18 19 24 20 20 25 19 19 20 24 20 19 25 18 19 24 20 20 25 19 20 19 24 20 19 25 18 20 28 1 20 20 25 20

 

 

19 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 costs related to separation activities and personnel changes, primarily severance and other employee - related cos ts. For the three months ended May 5, 2019, the Company recognized a favorable termination of the lease for its former corporate headquarters 2 Represents the costs incurred in the acquisition and integration of business acquisitions, including A.H. Harris Construction Su pplies Three Months Ended May 3, 2020 May 5, 2019 Net income $72 $107 Provision for income taxes 24 35 Cash paid for income taxes - (4) Amortization of acquisition - related intangible assets (other than software) 6 6 Restructuring and separation charges 1 6 (2) Acquisition and integration costs 2 - 1 Adjusted Net Income $108 $143 Weighted average common shares outstanding (in thousands) Basic 160,830 170,000 Diluted 161,190 170,712 Adjusted Net Income Per Share - Basic $0.67 $0.84 Adjusted Net Income Per Share - Diluted $0.67 $0.84

 

 

20 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 costs related to separation activities and personnel changes, primarily severance and other employee - related costs. For the three months ended May 5, 2019, the Company recognized a favorable termination of the lease for its former corporate headquarters 3 Represents the costs incurred in the acquisition and integration of business acquisitions, including A.H. Harris Construction Su pplies Three Months Ended May 3, 2020 May 5, 2019 Net income $72 $107 Interest expense, net 25 28 Provision for income taxes 24 35 Depreciation and amortization 1 29 27 Restructuring and separation charges 2 6 (2) Stock - based compensation 7 7 Acquisition and integration costs 3 - 1 Adjusted EBITDA $163 $203

 

 

21 Reconciliation of Non - GAAP Measures: Net Income to Adjusted Net Income and Adjusted Net Income Per Share 1 Represents the costs incurred for separation activities and strategic alignment of workforce 2 Represents the Represents the loss on extinguishment of debt, including the premium paid to repurchase or call the debt, as w el l as the write - off of unamortized deferred financing costs, original issue discount, and other assets or liabilities associated with such debt. Also includes the costs of debt modifications 3 Represents the costs incurred in the acquisition and integration of business acquisitions, including A.H. Harris Construction Supplies 4 Tax expense calculated using the U.S. combined federal and state statutory rates ($ in millions, except share and per share amounts) REVISED ADJUSTED NET INCOME Net income Income from discontinued operations, net of tax Income from continuing operations Restructuring and separation charges 1 Loss on extinguishment & modification of debt 2 Acquisition and integration costs 3 Tax expense on adjustments 4 Adjusted Net Income Weighted - average common shares outstanding (in thousands) Basic Diluted Adjusted Net Income Per Share - Basic Adjusted Net Income Per Share - Diluted PREVIOUSLY REPORTED ADJUSTED NET INCOME Net income Income from discontinued operations, net of tax Income from continuing operations Provision for income taxes Cash paid for income taxes Amortization of acquisition - related intangible assets (other than software) Restructuring and separation charges 1 Loss on extinguishment & modification of debt 2 Acquisition and integration costs 3 Adjusted Net Income Adjusted Net Income Per Share - Basic Adjusted Net Income Per Share - Diluted Fiscal 2018 Fiscal 2019 Fiscal 2020 Q1 - 18 Q2 - 18 Q3 - 18 Q4 - 18 YTD Q1 - 19 Q2 - 19 Q3 - 19 Q4 - 19 YTD Q1 - 20 $89 $131 $82 $92 $394 $107 $135 $132 $78 $452 $72 -- 1 -- 2 3 -- -- 1 -- -- 89 130 82 90 391 107 135 131 78 451 72 7 2 9 (2) 4 6 6 69 69 2 1 2 1 6 1 4 (2) (1) (18) (21) (2) (2) (1) $96 $132 $135 $91 $454 $106 $135 $137 $82 $461 $77 184,326 182,992 182,730 174,831 181,099 170,000 169,546 164,638 161,436 166,405 160,830 185,155 183,822 183,579 175,593 181,929 170,712 170,057 165,142 162,040 166,989 161,190 $0.52 $0.72 $0.74 $0.52 $2.51 $0.62 $0.80 $0.83 $0.51 $2.77 $0.48 $0.52 $0.72 $0.74 $0.52 $2.50 $0.62 $0.79 $0.83 $0.51 $2.76 $0.48 Fiscal 2018 Fiscal 2019 Fiscal 2020 Q1 - 18 Q2 - 18 Q3 - 18 Q4 - 18 YTD Q1 - 19 Q2 - 19 Q3 - 19 Q4 - 19 YTD Q1 - 20 $89 $131 $82 $92 $394 $107 $135 $132 $78 $452 $72 -- 1 -- 2 3 -- -- 1 -- -- 89 130 82 90 391 107 135 131 78 451 72 29 46 30 30 135 35 48 47 32 162 24 (2) (3) (4) (4) (13) (4) (6) (25) (18) (53) -- 5 6 5 6 22 6 6 5 6 7 2 -- -- 9 (2) -- 4 6 -- -- 69 -- 69 -- -- -- -- 2 1 2 1 6 1 -- 4 6 6 -- -- -- $130 $182 $184 $123 $619 $143 $183 $166 $104 $596 $108 $0.71 $0.99 $1.01 $0.70 $3.42 $0.84 $1.08 $1.01 $0.64 $3.58 $0.67 $0.70 $0.99 $1.00 $0.70 $3.40 $0.84 $1.08 $1.01 $0.64 $3.57 $0.67 23 8 -- 5 -- -- -- -- -- -- -- -- -- -- -- 8 -- 5 -- -- -- -- (3) -- --

 

 

v3.20.1
Cover
Jun. 08, 2020
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 08, 2020
Entity File Number 001-35979
Entity Registrant Name HD SUPPLY HOLDINGS, INC.
Entity Central Index Key 0001573097
Entity Tax Identification Number 26-0486780
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 3400 Cumberland Boulevard
Entity Address, City or Town Atlanta
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30339
City Area Code 770
Local Phone Number 852-9000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.01 par value per share
Trading Symbol HDS
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
HD Supply, Inc. (Total HDS)  
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 08, 2020
Entity File Number 333-159809
Entity Registrant Name HD SUPPLY, INC.
Entity Central Index Key 0001465264
Entity Tax Identification Number 75-2007383
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 3400 Cumberland Boulevard
Entity Address, City or Town Atlanta
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30339
City Area Code 770
Local Phone Number 852-9000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false