0001573097 false 0001465264 false 8-K 2020-09-08 false false false false false 0001573097 2020-09-08 2020-09-08 0001573097 hds:HDSupplyIncMember 2020-09-08 2020-09-08 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): September 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 September 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 August 2, 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 September 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 Second-Quarter Results,” dated September 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: September 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: September 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 2020-09-08
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 Second-Quarter Results

 

Atlanta, GA – September 9, 2020 – HD Supply Holdings, Inc. (NASDAQ: HDS), one of the largest industrial distributors in North America, today reported Net sales of $1.6 billion for the second quarter of fiscal 2020 ended August 2, 2020, a decrease of $72 million, or 4.4 percent, as compared to the second quarter of fiscal 2019.

 

“Our highest priority remains the health and safety of our associates and our customers as we continue to support the operations and re-opening of living spaces, job-sites and work places,” stated Joe DeAngelo, Chairman and CEO of HD Supply. “Our financial strength and steadily improving results reflect the strength of our team and their dedication to safely delivering best-in-class service.”

 

Gross profit decreased $37 million, or 5.8 percent, to $596 million for the second quarter of fiscal 2020, as compared to $633 million for the second quarter of fiscal 2019. Gross profit was 38.4 percent of Net sales for the second quarter of fiscal 2020, a decrease of approximately 60 basis points from 39.0 percent for the second quarter of fiscal 2019.

 

Operating income decreased $13 million, or 6.2 percent, to $198 million for the second quarter of fiscal 2020, as compared to $211 million for the second quarter of fiscal 2019. Operating income was 12.8 percent of Net sales for the second quarter of fiscal 2020, down approximately 20 basis points from 13.0 percent for the second quarter of fiscal 2019.

 

Net income decreased $4 million, or 3.0 percent, to $131 million for the second quarter of fiscal 2020, as compared to $135 million for the second quarter of fiscal 2019.

 

Net income per diluted share increased $0.02, or 2.5 percent, to $0.81 for the second quarter of fiscal 2020, as compared to $0.79 for the second quarter of fiscal 2019.

 

Adjusted EBITDA decreased $6 million, or 2.5 percent, to $238 million for the second quarter of fiscal 2020, as compared to $244 million for the second quarter of fiscal 2019. Adjusted EBITDA was 15.3 percent of Net sales for the second quarter of fiscal 2020, an increase of approximately 30 basis points from 15.0 percent for the second quarter of fiscal 2019.

 

Adjusted net income decreased $1 million, or 0.7 percent, to $134 million for the second quarter of fiscal 2020, as compared to $135 million for the second quarter of fiscal 2019. Adjusted net income per diluted share increased $0.04, or 5.1 percent, to $0.83 for the second quarter of fiscal 2020, as compared to $0.79 for the second quarter of fiscal 2019.

 

As of August 2, 2020, our combined liquidity of $995 million was comprised of $71 million in cash and cash equivalents and $924 million of additional available borrowings (excluding $86 million of permitted borrowings on available cash balances) under HD Supply, Inc.'s senior asset-based lending facility, based on qualifying inventory and receivables. Our combined liquidity as of August 2, 2020 increased by $198 million from the end of first-quarter fiscal 2020 and by $367 million from the end of fiscal year 2019.

 

 1 

 

 

Business Unit Performance

 

Facilities Maintenance

 

Net sales decreased $69 million, or 8.3 percent, to $761 million for the second quarter of fiscal 2020, as compared to $830 million for the second quarter of fiscal 2019. Adjusted EBITDA decreased $17 million, or 11.4 percent, to $132 million for the second quarter of fiscal 2020, as compared to $149 million for the second quarter of fiscal 2019. Adjusted EBITDA was 17.3 percent of Net sales for the second quarter of fiscal 2020, a decrease of approximately 70 basis points from 18.0 percent for the second quarter of fiscal 2019.

 

Construction & Industrial

 

Net sales decreased $2 million, or 0.3 percent, to $793 million for the second quarter of fiscal 2020, as compared to $795 million for the second quarter of fiscal 2019. Adjusted EBITDA increased $11 million, or 11.6 percent, to $106 million for the second quarter of fiscal 2020, as compared to $95 million for the second quarter of fiscal 2019. Adjusted EBITDA was 13.4 percent of Net sales for the second quarter of fiscal 2020, an increase of approximately 150 basis points from 11.9 percent for the second quarter of fiscal 2019.

 

Second-Quarter Monthly Sales Performance

 

Net sales for May, June and July of fiscal 2020 were $431 million, $495 million and $626 million, respectively. There were 19 selling days in May, 20 selling days in June and 24 selling days in July of fiscal 2020 and fiscal 2019. Average year-over-year daily sales changes for May, June and July of fiscal 2020 as compared to fiscal 2019 were a decrease of 7.3 percent, a decrease of 4.8 percent and a decrease of 2.0 percent, respectively.

 

Preliminary August Sales Results

 

Preliminary Net sales in August 2020 were approximately $518 million, which represents a year-over-year average daily decline of approximately 0.7 percent. Preliminary August year-over-year average daily Net sales change by business segment was 1.1 percent growth in Facilities Maintenance and 2.5 percent decline in Construction & Industrial. There were 20 selling days in both August 2020 and August 2019.

 

Construction & Industrial Sale Transaction

 

On August 10, 2020, HD Supply entered into a definitive agreement to sell its Construction & Industrial business to an affiliate of Clayton, Dubilier & Rice for a purchase price of $2.9 billion payable in cash at closing. Net proceeds from the sale are expected to be approximately $2.5 billion after taxes and transaction costs. The transaction is expected to close in October 2020, subject to customary regulatory approvals.

 

2020 Outlook

 

The company will not be providing a third 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 second-quarter conference call.

 

Fiscal 2020 Second-Quarter Conference Call

 

As previously announced, HD Supply will hold a conference call on Wednesday, September 9th, 2020 at 8:00 a.m. (Eastern Time) to discuss its fiscal 2020 second-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, our ability to obtain the required regulatory approvals for the sale of Construction & Industrial business, our ability to satisfy the other closing conditions related to the sale transaction, our ability consummate the sale transaction on the anticipated timing, if at all 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.

 

August 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   Six Months Ended 
  

August 2,

2020

  

August 4,

2019

  

August 2,

2020

  

August 4,

2019

 
Net Sales  $1,552   $1,624   $2,947   $3,117 
Cost of sales   956    991    1,801    1,899 
Gross Profit   596    633    1,146    1,218 
Operating expenses:                    
Selling, general and administrative   366    396    762    788 
Depreciation and amortization   28    26    55    51 
Restructuring and separation   4        10    (2)
Total operating expenses   398    422    827    837 
Operating Income   198    211    319    381 
Interest expense   24    28    49    56 
Income Before Provision for Income Taxes   174    183    270    325 
Provision for income taxes   43    48    67    83 
Net Income  $131   $135   $203   $242 
Other comprehensive income (loss):                    
Foreign currency translation adjustment   (1)            
Unrealized gain (loss) on cash flow hedge, net of tax of $(1), $5, $5, and $7   2    (16)   (14)   (21)
Total Comprehensive Income  $132   $119   $189   $221 
                     
Weighted Average Common Shares Outstanding (thousands)                    
Basic   160,925    169,546    160,877    169,773 
Diluted   161,282    170,057    161,220    170,386 
                     
Earnings Per Share:                    
Basic earnings per share  $0.81   $0.80   $1.26   $1.43 
Diluted earnings per share  $0.81   $0.79   $1.26   $1.42 

 

 4 

 

 

HD SUPPLY HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

Amounts in millions, except per share data, Unaudited

 

  

August 2,

2020

  

February 2,

2020

 
ASSETS          
Current assets:          
Cash and cash equivalents  $71   $34 
Receivables, less allowance for credit losses of $22 and $19   795    754 
Inventories   796    771 
Other current assets   84    104 
Total current assets   1,746    1,663 
Property and equipment, net   375    391 
Operating lease right-of-use assets   459    480 
Goodwill   1,991    1,991 
Intangible assets, net   163    175 
Deferred tax asset   2    2 
Other assets   15    13 
Total assets  $4,751   $4,715 
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable  $493   $414 
Accrued compensation and benefits   55    71 
Current installments of long-term debt   11    11 
Current lease liabilities   123    110 
Other current liabilities   238    208 
Total current liabilities   920    814 
Long-term debt, excluding current installments   1,772    2,035 
Deferred tax liabilities   36    33 
Long-term lease liabilities   352    383 
Other liabilities   121    98 
Total liabilities   3,201    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 August 2, 2020, and February 2, 2020, respectively   2    2 
Paid-in capital   4,110    4,097 
Accumulated deficit   (919)   (1,122)
Accumulated other comprehensive loss   (66)   (52)
Treasury stock, at cost, 44.2 million and 44.1 million shares at August 2, 2020 and February 2, 2020, respectively   (1,577)   (1,573)
Total stockholders’ equity   1,550    1,352 
Total liabilities and stockholders’ equity  $4,751   $4,715 

 

 5 

 

 

 

HD SUPPLY HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Amounts in millions, Unaudited

 

   Six Months Ended 
   August 2,
2020
   August 4,
2019
 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net income  $203   $242 
Reconciliation of net income to net cash provided by operating activities:          
Depreciation and amortization   59    54 
Provision for credit losses   10    5 
Non-cash interest expense   3    3 
Stock-based compensation expense   12    12 
Deferred income taxes       75 
Other   1    1 
Changes in assets and liabilities, net of the effects of acquisitions & dispositions:          
(Increase) decrease in receivables   (51)   (133)
(Increase) decrease in inventories   (25)   (56)
(Increase) decrease in other current assets   7    (2)
Increase (decrease) in accounts payable and accrued liabilities   104    85 
Increase (decrease) in other long-term liabilities   16     
Net cash provided by operating activities   339    286 
CASH FLOWS FROM INVESTING ACTIVITIES:          
Capital expenditures   (33)   (54)
Proceeds from sales of property and equipment       2 
Payments for businesses acquired, net of cash acquired       3 
Net cash provided by (used in) investing activities   (33)   (49)
CASH FLOWS FROM FINANCING ACTIVITIES:          
Purchase of treasury shares   (3)   (78)
Repayments of long-term debt   (5)   (5)
Repayments of financing liabilities       (88)
Borrowings on long-term revolver debt   409    578 
Repayments on long-term revolver debt   (669)   (642)
Proceeds from issuance of common stock under employee benefit plans   3    7 
Tax withholdings on stock-based awards   (4)   (5)
Other financing activities       (1)
Net cash provided by (used in) financing activities   (269)   (234)
Effect of exchange rates on cash and cash equivalents        
Increase (decrease) in cash and cash equivalents  $37   $3 
Cash and cash equivalents at beginning of period   34    38 
Cash and cash equivalents at end of period  $71   $41 

 

6

 

 

HD SUPPLY HOLDINGS, INC.

SEGMENT REPORTING

Amounts in millions, Unaudited

 

   Facilities
Maintenance
   Construction
& Industrial
   Eliminations   Total
Operations
 
Three Months Ended August 2, 2020                    
Net sales  $761   $793   $(2)  $1,552 
Adjusted EBITDA   132    106        238 
Depreciation(1) & Software Amortization   12    12        24 
Other Intangible Amortization   3    3        6 
                     
Three Months Ended August 4, 2019                    
Net sales  $830   $795   $(1)  $1,624 
Adjusted EBITDA   149    95        244 
Depreciation(1) & Software Amortization   11    10        21 
Other Intangible Amortization   2    4        6 
                     
Six Months Ended August 2, 2020                    
Net sales  $1,443   $1,506   $(2)  $2,947 
Adjusted EBITDA   230    171        401 
Depreciation(1) & Software Amortization   25    22        47 
Other Intangible Amortization   5    7        12 
                     
Six Months Ended August 4, 2019                    
Net sales  $1,602   $1,516   $(1)  $3,117 
Adjusted EBITDA   283    164        447 
Depreciation(1) & Software Amortization   21    21        42 
Other Intangible Amortization   4    8        12 

 

(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.

 

7

 

 

 

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.

 

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   Six Months Ended 
   August 2,
2020
   August 4,
2019
   August 2,
2020
   August 4,
2019
 
Net income  $131   $135   $203   $242 
Interest expense, net   24    28    49    56 
Provision for income taxes   43    48    67    83 
Depreciation and amortization (1)   30    27    59    54 
Restructuring and separation charges (2)   4        10    (2)
Stock-based compensation   5    5    12    12 
Acquisition and integration costs (3)               1 
Other   1    1    1    1 
Adjusted EBITDA  $238   $244   $401   $447 

 

(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, and costs related to deferring certain projects during the separation preparations. For the six months ended August 4, 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   Six Months Ended 
   August 2,
2020
   August 4,
2019
   August 2,
2020
   August 4,
2019
 
Net income  $131   $135   $203   $242 
Plus: Restructuring and separation charges (1)   4        10    (2)
Plus: Acquisition and integration costs (2)               1 
Plus: Tax benefit for adjustments (3)   (1)       (2)    
Adjusted Net Income  $134   $135   $211   $241 
                     
Diluted weighted average common shares outstanding   161,282    170,057    161,220    170,386 
Adjusted net income per share – diluted  $0.83   $0.79   $1.31   $1.41 

 

(1)Represents the costs related to separation activities and personnel changes, primarily severance and other employee-related costs, and costs related to deferring certain projects during the separation preparations. For the six months ended August 4, 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

 

(3)Adjustments to Net income have been tax effected at the Company’s combined annual federal and state tax rates of 25.8% for the three and six months ended August 2, 2020 and 25.7% for the three and six months ended August 4, 2019

 

 

8

 

Exhibit 99.2

 

FINANCIAL RESULTS AND COMPANY OVERVIEW 2020 Second - Quarter Performance September 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 implied by the forward - looking statements, including, without limitation, our ability to obtain the required regulatory approvals for the sale of Construction & Industrial business, our ability to satisfy the other closing conditions related to the sale transaction, our ability to consummate the sale transaction on the anticipated timing, if at all, 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 co mpany, in particular, which cannot be predicted and could change rapidly and those “Risk factors” in our annual report on Form 10 - K, for t he 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, oth er filings with the U.S. Securities and Exchange Commission (the “SEC”), which can be found at the SEC’s website www.sec.gov. Any forwar d - 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 August 2020 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 financi al 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 Q2’20 Overview Solid Improvement and Share Gains Through Q2’20 1 See appendix slides 16 and 17 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 $730M, Less Capital Expenditures $85M 3 As of August 2, 2020, our combined liquidity of approximately $995 million was comprised of $71 million in cash and cash equi va lents and $924 million of additional available borrowings (excluding $86 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 ▪ 4% Net Sales Decline VPY ▪ 6% Operating Income Decline VPY ▪ 3% Net Income Decline VPY ▪ 2% Adjusted EBITDA 1 Decline VPY ▪ +3% Net Income per Diluted Share VPY ▪ $645M LTM Free Cash Flow 2 ▪ Liquidity of $995M 3 ; $198M increase from May 3, 2020 Financial ▪ Sale of Construction and Industrial ▪ $2.5 Billion After Tax and Transaction Costs ▪ Use of Proceed: Share Repurchases ; Debt Repayment; M&A Strategy; Ongoing Capex Investment at 2 Percent of Sales ▪ Significant Improvement in Facilities Maintenance Performance ▪ Successful Navigation of Durable Goods Shortages and Shipping Delays ▪ Debt Repayment Business Update

 

 

4 Facilities Maintenance: COVID - 19 Impact Health and Safety of Our Associates Remains a Priority ▪ No Disruption to Distribution Centers ; Successful Continuance of Working from Home Plan; Maintain Infection Controls in all Locations ▪ Customer Focus on Safe Reopening and Operating of their Living Space Properties ▪ Gross Margin Headwinds to Business include: – Increased Demand for Safety and Infection Control – Sales Mix Skewed Towards Big Ticket Items – Slower Recovery in Traditional MRO ▪ Hospitality Market Remains Significantly Impacted but Improving; Decline in Revenue per Available Room of Approximately 60 percent 1 in Q2’20 ▪ Healthcare Market Occupancy Rate Decline VPY 2 in Q2’20 1 Data from STR: “Total U.S . hotel performance for Q2;20 2020“ 2 Data from NIC: Q2’20 Assisted Living Occupancy Rates Down 390 Basis Points VPY; Independent Living Occupancy Rates Down 270 B asi s Points VPY

 

 

5 Improvement in each Vertical Throughout Q2 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 Institutional; ~8% of FM Sales FM Net Sales (7.7%) (6.3%) 0.1% 2.1% (48.4%) (33.8%) (26.1%) (13.9%) (0.4%) (5.7%) (4.0%) 3.4% (6.9%) 4.6% 6.2% 14.3% (13.4%) (9.0%) (4.4%) 1.1% May Jun. Jul. Aug.

 

 

6 ($ in millions, except per share data) Net Sales 1 See appendix slides 16 and 17 for a reconciliation of Adjusted EBITDA, Adjusted net income and Adjusted net income per diluted share to Net income 4.4% Net Sales Decline in Q2’20 Q2’20 Financial Results $1,624 $1,552 Q2’19 VPY Q2’20 - $ 72 - 4% Gross Profit $633 $596 - 6% Gross Margin % 39.0% 38.4% - 60 BPs Operating Income $211 $198 - 6% Op. Income % 13.0% 12.8% - 20 BPs Net Income $135 $131 - 3% Per Diluted Share $0.79 $0.81 +$0.02 Adj. EBITDA 1 $244 $238 - 2% Adj. EBITDA % 15.0% 15.3% +30 BPs Adj. Net Income 1 $135 $134 - 1% Per Diluted Share 1 $0.79 $0.83 +$0.04

 

 

7 Q2’20 Segment Performance Q2’20 Adj. EBITDA $132 $106 Net Sales Q2’19 $149 VPY - 8% - 11% VPY flat +12% $95 Q2’20 Q2’19 $795 $793 $830 $761 organic ($ in millions)

 

 

8 Q2’20 Taxes, Cash Flow, and Capitalization ▪ Cash Taxes $36 in Q2’20 ▪ $1,754 Net Debt 1 at the End of Q2’20 2.1x Net Debt to LTM Adj. EBITDA ▪ Free Cash Flow 2 $190 in Q2’20 ▪ Capital Expenditures vv $12 in Q2’20 1 Reconciled on slide 13. “Net Debt” defined as Total Debt before unamortized deferred financing costs and discounts, plus letters of credit, less cash an d cash equivalents 2 Free Cash Flow is defined as Quarterly Operating Cash Flow $202M , Less Capital Expenditures $12M 3 As of August 2, 2020, our combined liquidity of approximately $995 million was comprised of $71 million in cash and cash equival ent s and $924 million of additional available borrowings (excluding $86 million of borrowings on available cash balances) under our Senior ABL Facility, based on qualifying inventory and receivables Drawn ABL includes $24 in Letters of Credit Strong Liquidity and No Significant Maturities until 2022 ($ in millions) ’20 ’21 ’22 ’23 ’24 ’25 ’26 ABL Commitment $1,000 $1,024 $750 $24 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 $ 995 3 , +$367 as compared to February 2, 2020 - No Significant Maturities until Apr. 2022 $11

 

 

9 1.1% Preliminary FM August Average Daily Sales Growth VPY Q2’20 Monthly Average Daily Sales (%) Facilities Maintenance Construction & Industrial Prior Year HD Supply Net Sales HD Supply Average Daily Sales Growth VPY Current Year Note: Contains forward - looking information; please see Disclaimer on slide 2 ($ in millions) 1.1% ( 2.5%) 20 (Preliminary) (4.8%) (2.0%) 1.6% May Jul. $ 518 1.9% 2.1% Q2’20 1.2% 2.0% $521 20 20 Q3’20 (0.7%) Jun. (7.3%) Aug. 0.2% (2.4%) (13.4%) 2.2% (9.0%) 3.0% (4.4%) 2.8% (1.4%) 1.7% (0.4%) 1.0% 0.5% $464 $431 $521 $495 $639 $626 19 20 24 19 20 24 20 19 24 ’20 Selling Days ’19 Selling Days ’18 Selling Days

 

 

10 Q&A Q&A

 

 

11 Concluding Remarks Priority is Health and Safety of our Associates and Customers ▪ Facilities Maintenance Return to Growth in August 2020, +1.1% VPY ▪ Completion of Construction and Industrial Sale Expected by End of October ▪ Re - launch HDS Story Later in 2020 - Strong ROIC of 36% 1 - Enhance Number One Position in MRO Living Space 1 Reconciled on Slide 18

 

 

12 Q&A APPENDIX

 

 

13 2.1x Net Debt to LTM Adjusted EBITDA Capital Structure Overview Debt as of Aug. 2, 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 $16 ($ in millions) Interest Rate 1 Soft Call Date 2 n/a 1.91% 5.375% 4/5/ 22 10/17/ 23 10/15/ 26 n/a Now 10/15/ 21 Plus: Letters of Credit - 750 $1,754 (71) $1,801 1,051 24 Moody’s / S&P 3 Not Rated, BBB – Ba1, BBB – Ba2, BB – Ba1 Stable, BB+ Negative

 

 

14 1.6% 2.6% 1.7% 2.5% (6.8%) 12.7% 8.8% 0.5% (22.6%) (7.3%) (4.8%) (2.0%) (0.7%) Aug. Sep. Oct. Nov. Dec. Jan. Feb. Mar. Apr. May Jun. Jul. Aug. 0.7% Preliminary Average Daily Sales Decline VPY in August Average Daily Sales – Organic 1 (VPY%) (Preliminary) Facil . Maint . Const. & Ind. HD Supply Organic Average Daily Sales (“ADS”) Growth VPY 1 (VPY%) 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’19 ’20 Selling Days ’19 Selling Days ’18 Selling Days FY’20 Dec. Apr. May Jun. 1.2% 1.7% 2.7% 2.5% (4.9%) 9.6% 4.1% (0.4%) (31.9%) (13.4%) (9.0%) (4.4%) 1.1% 2.0% 3.5% 0.6% 2.4% (8.6%) 16.1% 14.2% 1.4% (13.0%) (1.4%) (0.4%) 0.5% (2.5%) 20 19 25 18 19 24 20 20 25 19 20 24 20 20 19 25 18 19 24 20 20 25 19 20 24 20 20 19 25 18 20 28 1 20 20 25 20 19 24 20

 

 

15 $518M Preliminary August Sales Monthly Net Sales ($) (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 $521 $494 $629 $436 $403 $546 $461 $462 $472 $431 $495 $626 $518 Aug. Sep. Oct. Nov. Dec. Jan. Feb. Mar. Apr. May Jun. Jul. Aug. $266 $249 $311 $216 $205 $281 $235 $236 $211 $198 $243 $320 $269 $255 $245 $318 $221 $198 $266 $226 $226 $261 $234 $252 $307 $249 20 19 25 18 19 24 20 20 25 19 20 24 20 20 19 25 18 19 24 20 20 25 19 20 24 20 20 19 25 18 20 28 1 20 20 25 20 19 24 20

 

 

16 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, and costs related to deferring certain projects during the separation preparations. For the six months ended August 4, 2019, the Company recognized a favorable termination of the lease fo r its former corporate headquarters 2 Represents the costs incurred in the acquisition and integration of business acquisitions, including A.H. Harris Construction Supplies 3 Adjustments to Net income have been tax effected at the Company’s combined annual federal and state tax rates of 25.8% for the three and six months ended August 2, 2020 and 25.7% for the three and six months ended August 4, 2019 Six Months Three Months Ended Ended Aug. 2, 2020 Aug. 4, 2019 Aug. 2, 2020 Aug. 4, 2019 Net income $131 $135 $203 $242 Restructuring charges 1 4 - 10 (2) Acquisition and integration costs 2 - - - 1 Tax expense on adjustments 3 (1) - (2) - Adjusted Net Income $134 $135 $211 $241 Weighted average common shares outstanding (in thousands) Basic 160,925 169,546 160,877 169,773 Diluted 161,282 170,057 161,220 170,386 Net Income Per Share - Basic $ 0.81 $ 0.80 $ 1.26 $ 1.43 Net Income Per Share - Diluted $ 0.81 $0.79 $ 1.26 $ 1.42 Adjusted Net Income Per Share - Basic $0.83 $0.80 $1.31 $1.42 Adjusted Net Income Per Share - Diluted $0.83 $0.79 $1.31 $1.41

 

 

17 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 cost s, and costs related to deferring certain projects during the separation preparations. For the six months ended August 4, 2019, the Company recognized a favorable termination of the lease fo r its former corporate headquarters. 3 Represents the costs incurred in the acquisition and integration of business acquisitions, including A.H. Harris Construction Supplies. Six Months Three Months Ended Ended Aug. 2, 2020 Aug. 4, 2019 Aug. 2, 2020 Aug. 4, 2019 Net income $131 $135 $203 $242 Interest expense, net 24 28 49 56 Provision for income taxes 43 48 67 83 Depreciation and amortization 1 30 27 59 54 Restructuring charges 2 4 - 10 (2) Stock - based compensation 5 5 12 12 Acquisition and integration costs 3 - - - 1 Other 1 1 1 1 Adjusted EBITDA $238 $244 $401 $447

 

 

18 Return on Invested Capital ($ in millions) Twelve Months Ended Three Months Ended Aug. 2, 2020 Aug. 2, 2020 May. 3, 2020 Feb. 2, 2020 Nov. 3, 2019 Operating Income $661 $198 $121 $137 $205 ( - ) Income Taxes 1 173 49 30 40 54 Net Operating Profit, After Tax $488 $149 $91 $97 $151 Four Qtr. Avg. Short - term Debt $11 $11 $11 $11 $11 ( + ) Long - term Debt 2 1,995 1,772 2,033 2,035 2,138 ( + ) Capital Leases - - - - - ( + ) Book Equity 1,411 1,550 1,413 1,352 1,328 ( - ) Goodwill 1,991 1,991 1,991 1,991 1,991 ( - ) Cash 72 71 147 34 37 Invested Capital $1,353 $1,271 $1,319 $1,373 $1,449 Return on Invested Capital 36.1% Strong Return Profile 1 Calculated using effective tax rate of each quarter 2 Includes discounts and deferred financing costs for each quarter

 

 

 

v3.20.2
Cover
Sep. 08, 2020
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Sep. 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 Sep. 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