tmx-20201105x8k
false000142887500014288752020-11-052020-11-05

 

 

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):  November 5, 2020

 

TERMINIX GLOBAL HOLDINGS, INC.

 

(Exact name of each registrant as specified in its charter)

 

Delaware

001-36507

20-8738320

(State or other jurisdiction

of incorporation)

(Commission

File Numbers)

(IRS Employer

Identification Nos.)

 

150 Peabody Place, Memphis, Tennessee

38103

(Address of principal executive offices)

(Zip Code)

(901) 597-1400

(Each registrant’s telephone number, including area code)

 _______________________________________________

(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 (see General Instruction A.2. below):

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

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

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

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

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

Emerging growth company    o

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

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common, par value $0.01

TMX

NYSE


Item 1.01. Entry into a Material Definitive Agreement.

On November 5, 2020, certain subsidiaries of Terminix Global Holdings, Inc. (the “Company”) entered into a consent decree (the “Consent Decree”) with the Alabama Attorney General related to a settlement with the Alabama Attorney General regarding the Company’s Mobile Bay Formosan termite business practices. Under the terms of the Consent Decree, the Company has agreed to establish a $25 million consumer fund to manage customer remediation measures and settle future termite damage claims disputes, and to make a $19 million payment to the Alabama Attorney General. The Consent Decree also provides for various immediate remediation measures directly to current and former customers, including refunds of certain price increases; the reimbursement of certain investigative and monitoring costs incurred by the Department of Agriculture and Industries; and a university endowment intended to support termite and pest control research with an emphasis on Formosan termite control. The Company issued a press release outlining the terms of the Consent Decree; a copy of the press release is being furnished as Exhibit 99.1 and incorporated herein by reference.

The foregoing description of the Consent Decree does not purport to be complete and is qualified in its entirety by reference to the full text of the Consent Decree, which the Company expects to file as an exhibit to its quarterly report on Form 10-Q for the quarter ended September 30, 2020.

Item 2.02. Results of Operations and Financial Condition.

On November 5, 2020, the Company issued a press release reporting unaudited results for the third quarter 2020. A copy of the press release is being furnished as Exhibit 99.2 and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.2, 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 liability 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 2.02. Results of Operations and Financial Condition.

Item 9.01. Financial Statements and Exhibits.

 (d)           Exhibits



 

 

Exhibit

 

Description

 

 

 

99.1

 

Press Release of Terminix Global Holdings, Inc. issued November 5, 2020.

99.2

Earnings Press Release of Terminix Global Holdings, Inc. issued November 5, 2020.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).



 


2


SIGNATURE

 

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

 

TERMINIX GLOBAL HOLDINGS, INC.

(Registrant)

 

 

 

November 5, 2020

By:

/s/ Anthony D. DiLucente

 

 

Anthony D. DiLucente

 

 

Senior Vice President and Chief Financial Officer


3


EXHIBIT INDEX

 

 

 

Exhibit

 

Description

 

 

 

 

 

 

99.1

 

Press Release of Terminix Global Holdings, Inc. issued November 5, 2020.

99.2

Earnings Press Release of Terminix Global Holdings, Inc. issued November 5, 2020.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).



 

 

4

Press Release 8-K Exhibit 991 Nov 2020

Exhibit 99.1



For further information contact:

Investor Relations:

Jesse Jenkins

901.597.8259

Jesse.Jenkins@terminix.com

 

Media:

James Robinson

901.597.7521

James.Robinson@terminix.com

 

Terminix Announces Mobile Bay Formosan Termite Settlement

with Alabama Attorney General



·

Settlement is within previously communicated termite damage claim ringfence estimate

·

Terminix agrees to establish a $25 million state-sponsored consumer fund

·

Terminix agrees to a $19 million settlement payment to the Alabama Attorney General 

·

Under Alabama law, this settlement is expected to mitigate punitive damage awards from legacy termite damage by Mobile Bay area customers filed after the date of the settlement



MEMPHIS, TENN. — November 5, 2020  —Terminix Global Holdings, Inc. (NYSE: TMX), a leading provider of residential and commercial pest control, today announced that it has reached a settlement with the Alabama Attorney General regarding its Mobile Bay Formosan termite business practices.



The settlement provides for various immediate remediation measures to be provided directly to current and former customers. Under Alabama law, this settlement is expected to mitigate future punitive damage awards from legacy termite damage by Mobile Bay area consumers, reducing the Company’s potential exposure to termite damage claims filed after the date of the settlement.  As a result, including all costs associated with the settlement, which are detailed below, the Company expects future termite damage claim expenses above historical norms to be between $140 to $150 million from 2020 to 2029, within the previously communicated ringfence estimate range.



“We appreciate the cooperation of the Alabama Attorney General’s office to reach what we believe is a fair resolution that is in the best interests of our customers in the Mobile Bay area,” said President and CEO Brett Ponton. “We have made substantial improvements in our operations, claims management processes, governance structure, and quality assurance to enhance our ability to treat Formosan termites. Leveraging these improvements, we are better positioned to serve our Mobile Bay customers for years to come.”



“The resolution fits within the total damage claim ringfence estimate we discussed in the fourth quarter of 2019, and will help reduce claims volatility in the future,” said CFO Tony DiLucente. “A state-sponsored, non-litigated avenue more quickly resolves damage claim disputes, which will provide immediate benefits to our impacted customers and reduce future litigated claims. Today’s settlement is expected to limit the ongoing P&L impact from termite damage claims, providing for a clearer picture of underlying performance in the base business.”



1


 

Termite Damage Claim Ringfence Estimate Impact 



The Company has reviewed the relevant change in facts with its external actuarial advisors to estimate future termite damage claims expense. Including all costs associated with the settlement, the Company expects future termite damage claim expenses above historical norms to be $140 to $150 million from 2020 to 2029, remaining within the previously communicated ringfence estimate. The estimate uses Company assumptions for a lower litigated claims rate due to the consumer fund, the settlement’s effect on damage awards in future litigated cases, and the impact of reinstated customers. The actuarial assessment has been updated to reflect current termite damage claims rates and costs in both the Mobile Bay area and the country at large.   



Consumer Fund



In conjunction with the settlement, Terminix has agreed to establish a $25 million consumer fund. The fund will be managed by an appointed facilitator and will be used to settle customer refunds and other remediation efforts, as well as to provide a more efficient termite damage claims dispute settlement process. This process will provide customers with a state-sponsored and expedient avenue to resolve damage claim disputes, and shorten the time needed to settle claims. This new consumer fund will only apply to future customer disputes and does not impact pending litigation.   



Customer Remediation Actions and State Compensation



The settlement provides for various immediate remediation measures directly to current and former customers, including refunds of certain price increases; the opportunity for certain cancelled customers in the Mobile Bay area to have service reinstated with a bait station retreatment; and the retreatment of certain customer locations. In addition, the settlement provides for the reimbursement of certain investigative and monitoring costs incurred by the Attorney General’s office and the Department of Agriculture and Industries; and a university endowment intended to support termite and pest control research with an emphasis on Formosan termite control. Revenue and expenses related to potential ongoing services are expected to be negligible in total and will be recorded as the costs are incurred.  



The Company has also agreed to pay the State of Alabama $19 million. As indicated above, under Alabama law, this settlement is expected to mitigate the risk of punitive awards related to Terminix’s historical termite operations in the Mobile Bay area, reducing the Company’s potential exposure to termite damage claims. 





Financial Statement Impact



In the third quarter of 2020, the Company recorded a charge of $49 million and a reduction of termite renewal revenue of $3 million related to the execution of the settlement. The resulting liability was recorded in accrued liabilities, other on the balance sheet. We have excluded the financial impact of the charge and the prior period portion of the revenue associated with this settlement from Adjusted Net Income and Adjusted EBITDA as management believes they do not reflect our ongoing operations. For additional details about how the settlement impacted the financial statements please refer to the third-quarter 2020 earnings press release issued on November 5, 2020 and our subsequently filed Form 10-Q for the period ended September 30, 2020. 

 

About Terminix

Terminix Global Holdings (NYSE: TMX) is a leading provider of residential and commercial pest control. The Company provides pest management services and protection against termites, mosquitoes, rodents and other pests. Headquartered in Memphis, Tenn., with more than 10,500 teammates and 2.8 million customers in 24 countries and territories, the Company visits more than 50,000 homes and businesses every day. To learn more about Terminix, visit Terminix.com,  or LinkedIn.com/company/terminix.  



2


 

Information Regarding Forward-Looking Statements

This press release contains forward-looking statements and cautionary statements. Forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” or other comparable terms. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control, including, without limitation, the risks and uncertainties discussed in the “Risk Factors” and “Information Regarding Forward-Looking Statements” sections in the Company’s reports filed with the U.S. Securities and Exchange Commission. Such risks, uncertainties and changes in circumstances include, but are not limited to: the share repurchase program may be suspended or discontinued; the impact of reserves attributable to pending Litigated and Non-Litigated Claims for terminate damages; future termite damage claim expenses above historical norms remaining within the ringfence estimate; implementation of Mobile Bay Formosan termite settlement remediation measures; the mitigating impact of the Mobile Bay Formosan termite settlement on future litigated termite damage claims; the impact of COVID-19 on our operations; lawsuits, enforcement actions and other claims by third parties or governmental authorities; compliance with, or violation of environmental health and safety laws and regulations; weakening general economic conditions; weather conditions and seasonality; the success of our business strategies, and costs associated with restructuring initiatives. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market segments in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this press release. The Company assumes no obligation to update the information contained herein, which speaks only as of the date hereof.













































3


Press Release 8-K Q3 2020 Exhibit 99 - Earnings Release

Exhibit 99.2



For further information contact:

Investor Relations:

Jesse Jenkins

901.597.8259

Jesse.Jenkins@terminix.com

 

Media:

James Robinson

901.597.7521

James.Robinson@terminix.com

 

Terminix Reports Third-Quarter 2020 Revenue Growth of 10 Percent

 

·

Delivered four percent organic revenue growth in both residential pest control and termite service lines  

·

Announced Mobile Bay Formosan termite settlement with Alabama Attorney General within previously communicated termite damage claim ringfence estimate   

·

Reported net loss of $7 million and net loss margin of  1.3%, a year-over-year decline of 680 basis points driven by the $49 million Mobile Bay Formosan termite settlement

·

Delivered 19.2% Adjusted EBITDA margins, year-over-year improvement of 370 basis points

·

Fourth-Quarter 2020 Terminix guidance of revenue between $445 and $460 million and Adjusted EBITDA between $60 and $70 million       



MEMPHIS, TENN. — November 5, 2020 —Terminix Global Holdings, Inc. (NYSE: TMX), a leading provider of essential services to residential and commercial customers in the termite, pest control, cleaning and restoration markets, today announced unaudited third-quarter 2020 results.

For the third quarter of 2020, the Company reported a revenue increase of 10 percent to $512 million. Net loss of $7 million, or $0.06 per share decreased $32 million from prior year driven by the $49 million Mobile Bay Formosan termite settlement. Adjusted EBITDA(1) for the quarter increased $26 million to $98 million with Adjusted net income(2) increasing $11 million to $34 million, or $0.26 per share. Both Adjusted EBITDA and Adjusted net income for continuing operations included $3 million of costs historically allocated to ServiceMaster Brands.

“After an eventful first 50 days on the job, I am encouraged by the momentum we have as we continue our progress toward consistent, sustainable growth and profits,” said Terminix President and CEO Brett Ponton. “Strong residential revenue growth and profit margin improvement continue to provide considerable operating momentum to the underlying Terminix business. Progress on initiatives to improve teammate and customer retention are driving productivity improvements that are increasing profits. The commercial business improved sequentially in the third quarter but remains behind the prior year as economic uncertainty from the pandemic lingers. We were also able to negotiate a favorable Formosan termite settlement in the Mobile Bay area that will improve the predictability of our results by reducing our future exposure to termite damage claims. Despite the pandemic uncertainty ahead, the team is focused on closing the year strong and is on pace to deliver Adjusted EBITDA above our original pre-pandemic 2020 expectations.”  

1


 

Consolidated Performance













 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended September 30,

 

Nine Months Ended September 30,

$ millions

 

2020

 

2019

 

B/(W)

 

2020

 

2019

 

B/(W)

Revenue

 

$

512 

 

 

$

465 

 

 

$

47 

 

 

$

1,502 

 

 

$

1,378 

 

 

$

123 

 

YoY growth

 

 

 

 

 

 

 

 

 

 

10 

%

 

 

 

 

 

 

 

 

 

 

%

Gross Margin

 

 

213 

 

 

 

187 

 

 

 

26 

 

 

 

626 

 

 

 

588 

 

 

 

38 

 

% of revenue

 

 

41.6 

%

 

 

40.2 

%

 

 

1.3 

pts

 

 

41.7 

%

 

 

42.7 

%

 

 

(1.0)

pts

SG&A

 

 

140 

 

 

 

137 

 

 

 

(3)

 

 

 

423 

 

 

 

398 

 

 

 

(25)

 

% of revenue

 

 

(27.3)

%

 

 

(29.5)

%

 

 

2.2 

pts

 

 

(28.1)

%

 

 

(28.9)

%

 

 

0.7 

pts

(Loss) Income from Continuing Operations before Income Taxes

 

 

(7)

 

 

 

13 

 

 

 

(20)

 

 

 

50 

 

 

 

124 

 

 

 

(75)

 

% of revenue

 

 

(1.4)

%

 

 

2.7 

%

 

 

(4.1)

pts

 

 

3.3 

%

 

 

9.0 

%

 

 

(5.7)

pts

Net (Loss) Income

 

 

(7)

 

 

 

25 

 

 

 

(32)

 

 

 

61 

 

 

 

154 

 

 

 

(94)

 

% of revenue

 

 

(1.3)

%

 

 

5.5 

%

 

 

(6.8)

pts

 

 

4.0 

%

 

 

11.2 

%

 

 

(7.1)

pts

Adjusted Net Income(2)

 

 

34 

 

 

 

23 

 

 

 

11 

 

 

 

98 

 

 

 

98 

 

 

 

 —

 

% of revenue

 

 

6.7 

%

 

 

5.0 

%

 

 

1.7 

pts

 

 

6.5 

%

 

 

7.1 

%

 

 

(0.6)

pts

Adjusted EBITDA(1)

 

 

98 

 

 

 

72 

 

 

 

26 

 

 

 

277 

 

 

 

258 

 

 

 

19 

 

% of revenue

 

 

19.2 

%

 

 

15.5 

%

 

 

3.7 

pts

 

 

18.4 

%

 

 

18.7 

%

 

 

(0.3)

pts

Net Cash Provided from Operating Activities from Continuing Operations 

 

 

39 

 

 

 

28 

 

 

 

11 

 

 

 

211 

 

 

 

152 

 

 

 

59 

 

Free Cash Flow(3)

 

 

34 

 

 

 

22 

 

 

 

12 

 

 

 

191 

 

 

 

133 

 

 

 

58 

 





Segment Performance

Revenue and Adjusted EBITDA for our reportable segment and European Pest Control and Other were as follows:



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended September 30,

 

Nine Months Ended September 30,



 

Revenue

 

Adjusted EBITDA

 

Revenue

 

Adjusted EBITDA

$ millions

 

2020

 

B/(W) vs. PY

 

2020

 

B/(W) vs. PY

 

2020

 

B/(W) vs. PY

 

2020

 

B/(W) vs. PY

Terminix

 

$

491 

 

$

30 

 

 

$

98 

 

 

$

25 

 

 

$

1,446 

 

$

71 

 

 

$

280 

 

 

$

20 

 

YoY growth / % of revenue

 

 

 

 

 

%

 

 

19.9 

%

 

 

4.2 

pts

 

 

 

 

 

%

 

 

19.4 

%

 

 

0.4 

pts

European Pest Control and Other(4)

 

 

21 

 

 

17 

 

 

 

 

 

 

 

 

 

56 

 

 

52 

 

 

 

 

 

 

 

Costs historically allocated to ServiceMaster Brands

 

 

 —

 

 

 —

 

 

 

(3)

 

 

 

 —

 

 

 

 —

 

 

 —

 

 

 

(9)

 

 

 

 

Total

 

$

512 

 

$

47 

 

 

$

98 

 

 

$

26 

 

 

$

1,502 

 

$

123 

 

 

$

277 

 

 

$

19 

 

YoY growth / % of revenue

 

 

 

 

 

10 

%

 

 

19.2 

%

 

 

3.7 

pts

 

 

 

 

 

%

 

 

18.4 

%

 

 

(0.3)

pts



Reconciliations of net (loss) income to Adjusted net income and Adjusted EBITDA, as well as a reconciliation of net cash provided from operating activities from continuing operations to free cash flow, are set forth below in this press release.

Mobile Bay Formosan Termite Settlement

Today the Company announced a Mobile Bay Formosan termite settlement with the Alabama Attorney General. Under the terms of the settlement, the Company has agreed to establish a $25 million consumer fund to manage customer remediation measures and settle future termite damage claims disputes, and to make a $19 million payment to the Alabama Attorney General. The settlement also provides for various immediate remediation measures directly to current and former customers, including refunds of certain price increases; the reimbursement of certain investigative and monitoring costs incurred by the Department of Agriculture and Industries; and a university endowment intended to support termite and pest control research with an emphasis on Formosan termite control.    

Including all costs associated with the settlement, the Company expects future termite damage claim expenses above historical norms to be $140 to $150 million from 2020 to 2029, remaining within the previously communicated ringfence estimate.

In the third quarter of 2020, the Company recorded a charge of $49 million and a reduction of termite renewal revenue of $3 million related to the execution of the settlement. The resulting liability was recorded in accrued liabilities, other on the balance sheet. We have excluded the financial impact of the charge and the prior period portion of the reduction in revenue associated with this settlement from Adjusted Net Income and Adjusted EBITDA as management believes they do not reflect our ongoing operations.

Additional information is included in a separate press release issued today announcing the settlement.   

2


 

Third-Quarter Performance

Terminix

Terminix reported six percent year-over-year total revenue growth and two percent organic revenue growth in the third quarter of 2020. Termite organic revenue growth, including wildlife exclusion, crawl space encapsulation and attic insulation, which are managed as a component of the termite line of business, was four percent. The growth in this service line reflects 17 percent growth in core termite new unit sales driven by the launch of a new monthly pay tiered product offering and a strong termite swarm season. Termite organic revenue was negatively impacted by a  $3 million charge related to the anticipated refund of certain price increases in the Mobile Bay area stemming from the Mobile Bay Formosan termite settlement (discussed above). Residential pest control organic revenue growth of four percent reflected strong customer demand, retention gains and increased price realization partially offset by, lower summer sales units and one-time bed bug revenue driven by COVID-19. Commercial pest control organic revenue declined three percent year-over-year and improved approximately 600 basis points sequentially compared to the second quarter of 2020. The commercial pest control organic revenue decline was driven by impacts from the ongoing pandemic including lower sales of non-recurring services and service postponements due to both temporary and permanent business closures.

Terminix Adjusted EBITDA was $98 million for the third quarter, a year-over-year increase of $26 million. The flow-through from higher revenue was $14 million. Direct, indirect and general and administrative cost reductions in the quarter amounted to approximately $18 million. These improvements were partially offset by cost increases of $5 million for incentive compensation related to improved operating performance and $4 million in termite damage claims primarily related to mitigation program costs in the Mobile Bay area.

European Pest Control and Other

European Pest Control and Other includes pest control operations in Europe and the Company’s captive insurance subsidiary. European Pest Control and Other reported $21 million in revenue and $4 million in Adjusted EBITDA in the third quarter. Improved Adjusted EBITDA margins were driven by growth and productivity initiatives in Nomor and Terminix UK.

Costs Historically Allocated to ServiceMaster Brands

The Company has historically incurred the cost of certain corporate-level activities that were performed on behalf of its businesses, including ServiceMaster Brands, such as executive functions, communications, public relations, finance and accounting, tax, treasury, internal audit, human resources operations and benefits, risk management and insurance, supply management, real estate management, legal, facilities, information technology and other general corporate support services. The costs of such activities were historically allocated to the segments, including ServiceMaster Brands. Certain corporate expenses that were historically allocated to the ServiceMaster Brands segment are not permitted to be classified as discontinued operations under GAAP (“Historically Allocated Services”). Such Historically Allocated Services amounted to $3 million in both the three months ended September 30, 2020 and 2019.  

Liquidity, Free Cash Flow and Leverage

The Company ended the third quarter with $288 million in available cash and access to $377 million under its existing revolving credit facility for total liquidity of $665 million. Year-to-date free cash flow from continuing operations was $191 million, with a free cash flow to Adjusted EBITDA conversion rate of 69 percent. Discontinued operations also contributed $41 million of free cash flow(5) year-to-date. After the completion of the $1.553 billion sale of ServiceMaster Brands on October 1, the payment of the estimated subsequent taxes and fees, and the planned November 15 retirement of the entire $750 million of the Company’s outstanding 2024 high yield bonds, the Company expects to add approximately $347 million in available cash to the balance sheet, resulting in a net debt to Adjusted EBITDA ratio of less than 1.0x. 

Fourth-Quarter 2020 Outlook

 

 

 

 

 

 



 

(In millions)

 

Low

 

High

Revenue

 

$

445

 

$

460

Growth Rate

 

 

1%

 

 

4%

Adjusted EBITDA

 

$

60

 

$

70

Margin

 

 

13.5%

 

 

15.2%



Organically, the Company expects continued demand in the residential termite and pest control service lines offset by the impact of lower summer sales units from the scale down of the door-to-door program and lower one-time bed bug revenue as a result of the COVID-19 pandemic. The Company expects sequential improvement in the commercial pest business and the guidance assumes that there will not be a material change in business closures due to COVID-19 in the fourth quarter. The Company also expects revenue of less than $5 million from acquisitions as well as revenue between $18 and $20 million from European Pest Control in the fourth quarter.

3


 

Adjusted EBITDA reflects the impact of revenue growth and continued direct and indirect cost productivity partially offset by a $9 million year-over-year incentive compensation cost increase from improved business performance and an expected year-over-year increase in termite damage claims and mitigation efforts, primarily in the Mobile Bay area.  

The timing and frequency of new termite damage claims litigated case filings is difficult to predict. The guidance represents the Company’s best estimate of litigated case filings, but actual pace and volume could differ. 

A reconciliation of the forward looking fourth-quarter 2020 Adjusted EBITDA outlook to net income is not being provided, as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation.

Third-Quarter 2020 Earnings Conference Call

The Company will hold a conference call to discuss its financial and operating results at 8 a.m. central time (9 a.m. eastern time) on Thursday, November 5, 2020.

The Company invites all interested parties to join Chief Executive Officer Brett Ponton, Chief Financial Officer Tony DiLucente and Vice President of Investor Relations and Treasurer Jesse Jenkins for an update on the Companys operational performance and financial results for the third quarter ended September 30, 2020. Participants may join this conference call by dialing 800.764.4852 (or international participants, +1.212.231.2904). Additionally, the conference call will be available via webcast. A slide presentation highlighting the Company’s results will also be available. To participate via webcast and view the presentation, visit the Company’s new investor relations home page at investors.terminix.com.

The call will be available for replay until December 5, 2020. To access the replay of this call, please call 800.633.8284 and enter reservation number 21971209 (international participants: +1.402.977.9140, reservation number 21971209). Or you can review the webcast on the Company’s investor relations home page.    

About Terminix

Terminix Global Holdings (NYSE: TMX) is a leading provider of residential and commercial pest control. The Company provides pest management services and protection against termites, mosquitoes, rodents and other pests. Headquartered in Memphis, Tenn., with more than 10,500 teammates and 2.8 million customers in 24 countries and territories, the Company visits more than 50,000 homes and businesses every day. To learn more about Terminix, visit Terminix.com, or LinkedIn.com/company/terminix.

Information Regarding Forward-Looking Statements

This press release contains forward-looking statements and cautionary statements. Forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” or other comparable terms. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control, including, without limitation, the risks and uncertainties discussed in the “Risk Factors” and “Information Regarding Forward-Looking Statements” sections in the Company’s reports filed with the U.S. Securities and Exchange Commission. Such risks, uncertainties and changes in circumstances include, but are not limited to: the impact of reserves attributable to pending Litigated and Non-Litigated Claims for terminate damages; future termite damage claim expenses above historical norms remaining within the ringfence estimate; implementation of Mobile Bay Formosan termite settlement remediation measures; the mitigating impact of the Mobile Bay Formosan termite settlement on future litigated termite damage claims;  the impact of COVID-19 on our operations; lawsuits, enforcement actions and other claims by third parties or governmental authorities; compliance with, or violation of environmental health and safety laws and regulations; weakening general economic conditions; weather conditions and seasonality; the success of our business strategies, and costs associated with restructuring initiatives. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market segments in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this press release. The Company assumes no obligation to update the information contained herein, which speaks only as of the date hereof.

Non-GAAP Financial Measures

This press release contains certain non-GAAP financial measures. Non-GAAP measures should not be considered as an alternative to GAAP financial measures. Non-GAAP measures may not be calculated like or comparable to similarly titled measures of other companies. See non-GAAP reconciliations below in this press release for a reconciliation of these measures to the most directly comparable GAAP financial measures. Adjusted EBITDA, Adjusted net income, Adjusted earnings per share, free cash flow and free cash flow to Adjusted EBITDA conversion rate are not measurements of the Company’s financial performance under GAAP and should not be considered as an alternative to net income, net cash provided by operating activities from continuing operations, net earnings from discontinued operations or any other performance or liquidity measures derived in accordance with GAAP. Management uses these non-GAAP financial measures to facilitate operating performance and liquidity comparisons, as applicable, from period to period. We believe these non-GAAP financial measures are useful for investors, analysts and other interested parties as they facilitate company-to-company operating performance and liquidity comparisons, as applicable, by excluding potential differences caused by variations in capital structures, taxation, the age and book depreciation of facilities and equipment, restructuring initiatives and equity-based, long-term incentive plans.

4


 

_______________________________________________

(1) Adjusted EBITDA is defined as net income before: depreciation and amortization expense; acquisition-related costs; Mobile Bay Formosan termite settlement; non-cash stock-based compensation expense; restructuring and other charges; realized (gain) on investment in frontdoor, inc.; net earnings from discontinued operations; provision for income taxes; loss on extinguishment of debt; and interest expense. The Company’s definition of Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

(2) Adjusted net income is defined as net income before: amortization expense; restructuring and other charges; acquisition-related costs; Mobile Bay Formosan termite settlement; realized (gain) on investment in frontdoor, inc.; net earnings from discontinued operations; loss on extinguishment of debt; and the tax impact of the aforementioned adjustments. The Company’s definition of Adjusted net income may not be comparable to similarly titled measures of other companies. Adjusted earnings per share is calculated as Adjusted net income divided by the weighted-average diluted common shares outstanding.

(3) Free cash flow is defined as net cash provided from operating activities from continuing operations less property additions.

(4) European Pest Control and Other includes our pest control operations in Europe, primarily under our Nomor, Pelias and Terminix UK brands, our captive insurance subsidiary and our headquarters operations.

(5) Free Cash Flow from Discontinued Operations is defined as cash provided from operating activities from discontinued operations; less discontinued operations property additions.



5


 

TERMINIX GLOBAL HOLDINGS, INC.

Consolidated Statements of Operations and Comprehensive Income 

(In millions, except per share data)











 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Nine Months Ended



 

September 30,

 

September 30,



 

2020

 

2019

 

2020

 

2019

Revenue 

 

$

512 

 

$

465 

 

$

1,502 

 

$

1,378 

Cost of services rendered and products sold

 

 

299 

 

 

278 

 

 

876 

 

 

790 

Selling and administrative expenses

 

 

140 

 

 

137 

 

 

423 

 

 

398 

Amortization expense

 

 

 

 

 

 

26 

 

 

16 

Acquisition-related costs

 

 

(1)

 

 

 

 

 —

 

 

12 

Mobile Bay Formosan termite settlement

 

 

49 

 

 

 —

 

 

49 

 

 

 —

Restructuring and other charges

 

 

 

 

 

 

14 

 

 

12 

Realized (gain) on investment in frontdoor, inc.

 

 

 —

 

 

 —

 

 

 —

 

 

(40)

Interest expense

 

 

22 

 

 

19 

 

 

67 

 

 

64 

Interest and net investment income

 

 

(1)

 

 

(1)

 

 

(2)

 

 

(4)

Loss on extinguishment of debt

 

 

 

 

 —

 

 

 

 

(Loss) Income from Continuing Operations before Income Taxes 

 

 

(7)

 

 

13 

 

 

50 

 

 

124 

Provision for income taxes

 

 

15 

 

 

 

 

31 

 

 

22 

Equity in earnings of joint ventures

 

 

 

 

 —

 

 

 

 

 —

(Loss) Income from Continuing Operations 

 

 

(21)

 

 

 

 

20 

 

 

103 

Net earnings from discontinued operations

 

 

14 

 

 

17 

 

 

40 

 

 

51 

Net (Loss) Income

 

$

(7)

 

$

25 

 

$

61 

 

$

154 

Total Comprehensive Income

 

$

(16)

 

$

18 

 

$

 

$

141 

Weighted-average common shares outstanding - Basic

 

 

132.0 

 

 

135.8 

 

 

132.9 

 

 

135.9 

Weighted-average common shares outstanding - Diluted

 

 

132.0 

 

 

136.5 

 

 

133.1 

 

 

136.5 

Basic Earnings Per Share:

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) Income from Continuing Operations

 

$

(0.17)

 

$

0.06 

 

$

0.14 

 

$

0.76 

Net (Loss) Income

 

 

(0.06)

 

 

0.19 

 

 

0.44 

 

 

1.13 

Diluted Earnings Per Share:

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) Income from Continuing Operations

 

$

(0.17)

 

$

0.06 

 

$

0.14 

 

$

0.75 

Net (Loss) Income

 

 

(0.06)

 

 

0.19 

 

 

0.44 

 

 

1.13 



6


 

TERMINIX GLOBAL HOLDINGS, INC.

Consolidated Statements of Financial Position

(In millions, except share data)





 

 

 

 

 

 



 

 

 

 

 

 



 

As of

 

As of



 

September 30,

 

December 31,



 

2020

 

2019

Assets:

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

288 

 

$

280 

Receivables, less allowances of $24 and $22, respectively

 

 

214 

 

 

178 

Inventories

 

 

40 

 

 

46 

Prepaid expenses and other assets

 

 

73 

 

 

81 

Current assets held for sale

 

 

892 

 

 

45 

Total Current Assets

 

 

1,507 

 

 

629 

Other Assets:

 

 

 

 

 

 

Property and equipment, net

 

 

181 

 

 

204 

Operating lease right-of-use assets

 

 

83 

 

 

95 

Goodwill

 

 

2,127 

 

 

2,096 

Intangible assets, primarily trade names, service marks and trademarks, net

 

 

1,113 

 

 

1,169 

Restricted cash

 

 

89 

 

 

89 

Notes receivable

 

 

32 

 

 

32 

Long-term marketable securities

 

 

13 

 

 

13 

Deferred customer acquisition costs

 

 

105 

 

 

94 

Other assets

 

 

76 

 

 

68 

Long-term assets held for sale

 

 

 —

 

 

834 

Total Assets 

 

$

5,326 

 

$

5,322 

Liabilities and Stockholders' Equity:

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Accounts payable

 

$

100 

 

$

96 

Accrued liabilities:

 

 

 

 

 

 

Payroll and related expenses

 

 

92 

 

 

54 

Self-insured claims and related expenses

 

 

87 

 

 

72 

Accrued interest payable

 

 

17 

 

 

16 

Other

 

 

159 

 

 

82 

Deferred revenue

 

 

104 

 

 

107 

Current portion of lease liability

 

 

17 

 

 

19 

Current portion of long-term debt

 

 

100 

 

 

59 

Current liabilities held for sale

 

 

62 

 

 

51 

Total Current Liabilities

 

 

740 

 

 

557 

Long-Term Debt 

 

 

1,565 

 

 

1,666 

Other Long-Term Liabilities:

 

 

 

 

 

 

Deferred taxes

 

 

480 

 

 

499 

Other long-term obligations, primarily self-insured claims

 

 

203 

 

 

158 

Long-term lease liability

 

 

99 

 

 

110 

Long-term liabilities held for sale

 

 

 —

 

 

11 

Total Other Long-Term Liabilities

 

 

783 

 

 

777 

Commitments and Contingencies

 

 

 

 

 

 

Stockholders' Equity:

 

 

 

 

 

 

Common stock $0.01 par value (authorized 2,000,000,000 shares with 148,256,197 shares issued and 132,043,971 outstanding at September 30, 2020 and 147,872,959 shares issued and 135,408,054 outstanding at December 31, 2019)

 

 

 

 

Additional paid-in capital

 

 

2,352 

 

 

2,334 

Retained Earnings

 

 

351 

 

 

291 

Accumulated other comprehensive (loss) income

 

 

(49)

 

 

Less common stock held in treasury, at cost (16,212,226 shares at September 30, 2020 and 12,464,905 shares at December 31, 2019)

 

 

(417)

 

 

(313)

Total Stockholders' Equity

 

 

2,239 

 

 

2,322 

Total Liabilities and Stockholders' Equity 

 

$

5,326 

 

$

5,322 



7


 

TERMINIX GLOBAL HOLDINGS, INC.

Consolidated Statements of Cash Flows

(In millions)





 

 

 

 

 

 



 

 

 

 

 

 



 

Nine Months Ended



 

September 30,



 

2020

 

2019

Cash and Cash Equivalents and Restricted Cash at Beginning of Period 

 

$

368 

 

$

313 

Cash Flows from Operating Activities from Continuing Operations:

 

 

 

 

 

 

Net Income

 

 

61 

 

 

154 

Adjustments to reconcile net income to net cash provided from operating activities:

 

 

 

 

 

 

Net earnings from discontinued operations

 

 

(40)

 

 

(51)

Depreciation expense

 

 

55 

 

 

53 

Amortization expense

 

 

26 

 

 

16 

Amortization of debt issuance costs

 

 

 

 

Amortization of lease right-of-use assets

 

 

14 

 

 

14 

Mobile Bay Formosan termite settlement

 

 

49 

 

 

 —

Payments on fumigation related matters

 

 

 —

 

 

(2)

Realized (gain) on investment in frontdoor, inc.

 

 

 —

 

 

(40)

Loss on extinguishment of debt

 

 

 —

 

 

Deferred income tax provision

 

 

 —

 

 

12 

Stock-based compensation expense

 

 

13 

 

 

10 

Restructuring and other charges

 

 

14 

 

 

12 

Payments for restructuring and other charges

 

 

(9)

 

 

(13)

Acquisition-related costs

 

 

 —

 

 

12 

Payments for acquisition-related costs

 

 

(4)

 

 

(6)

Other

 

 

(24)

 

 

(26)

Change in working capital, net of acquisitions:

 

 

 

 

 

 

Receivables

 

 

(44)

 

 

(13)

Inventories and other current assets

 

 

(4)

 

 

(11)

Accounts payable

 

 

12 

 

 

16 

Deferred revenue

 

 

(1)

 

 

Accrued liabilities

 

 

52 

 

 

(7)

Accrued interest payable

 

 

 

 

Current income taxes

 

 

39 

 

 

Net Cash Provided from Operating Activities from Continuing Operations 

 

 

211 

 

 

152 

Cash Flows from Investing Activities from Continuing Operations:

 

 

 

 

 

 

Property additions

 

 

(20)

 

 

(19)

Sale of equipment and other assets

 

 

 

 

Business acquisitions, net of cash acquired

 

 

(29)

 

 

(338)

Origination of notes receivable

 

 

(26)

 

 

(81)

Collections on notes receivable

 

 

32 

 

 

89 

Net Cash Used for Investing Activities from Continuing Operations 

 

 

(37)

 

 

(348)

Cash Flows from Financing Activities from Continuing Operations:

 

 

 

 

 

 

Borrowings of debt

 

 

 —

 

 

720 

Payments of debt

 

 

(94)

 

 

(639)

Debt issuance costs paid

 

 

(2)

 

 

 —

Repurchase of common stock

 

 

(103)

 

 

(33)

Issuance of common stock

 

 

 

 

10 

Net Cash (Used For) Provided From Financing Activities from Continuing Operations 

 

 

(196)

 

 

57 

Cash Flows from Discontinued Operations:

 

 

 

 

 

 

Cash provided from operating activities

 

 

43 

 

 

59 

Cash used for investing activities

 

 

(1)

 

 

(4)

Cash used for financing activities

 

 

(10)

 

 

(1)

Net Cash Provided from Discontinued Operations

 

 

32 

 

 

54 

Effect of Exchange Rate Changes on Cash

 

 

(1)

 

 

 —

Cash Increase During the Period 

 

 

 

 

(85)

Cash and Cash Equivalents and Restricted Cash at End of Period 

 

$

377 

 

$

228 



8


 

The following table presents reconciliations of net (loss) income to Adjusted net income





 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Nine Months Ended



 

September 30,

 

September 30,

(In millions)

 

2020

 

2019

 

2020

 

2019

Net (Loss) Income

 

$

(7)

 

$

25 

 

$

61 

 

$

154 

Amortization expense

 

 

 

 

 

 

26 

 

 

16 

Acquisition-related costs

 

 

(1)

 

 

 

 

 

 

12 

Mobile Bay Formosan termite settlement

 

 

51 

 

 

 —

 

 

51 

 

 

 —

Restructuring and other charges

 

 

 

 

 

 

14 

 

 

12 

Realized (gain) on investment in frontdoor, inc.

 

 

 —

 

 

 —

 

 

 —

 

 

(40)

Net earnings from discontinued operations

 

 

(14)

 

 

(17)

 

 

(40)

 

 

(51)

Loss on extinguishment of debt

 

 

 

 

 —

 

 

 

 

Tax impact of adjustments

 

 

(6)

 

 

(4)

 

 

(14)

 

 

(11)

Adjusted Net Income

 

$

34 

 

$

23 

 

$

98 

 

$

98 

Weighted-average diluted common shares outstanding

 

 

132.0 

 

 

136.5 

 

 

133.1 

 

 

136.5 

Earnings per share

 

$

(0.06)

 

$

0.19 

 

$

0.44 

 

$

1.13 

Adjusted earnings per share

 

$

0.26 

 

$

0.17 

 

$

0.74 

 

$

0.72 



The following table presents reconciliations of net cash provided from operating activities from continuing operations to free cash flow.





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

 

Nine Months Ended

 



 

September 30,

 

 

September 30,

 

(In millions)

 

2020

 

2019

 

2020

 

2019

Net Cash Provided from Operating Activities from Continuing Operations

 

$

39 

 

 

$

28 

 

 

$

211 

 

 

$

152 

 

Property additions

 

 

(5)

 

 

 

(6)

 

 

 

(20)

 

 

 

(19)

 

Free Cash Flow

 

$

34 

 

 

$

22 

 

 

$

191 

 

 

$

133 

 

Free Cash Flow / Adjusted EBITDA

 

 

35 

%

 

 

31 

%

 

 

69 

%

 

 

52 

%



The following table presents reconciliations of cash provided from operating activities from discontinued operations to free cash flow from discontinued operations.





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

 

Nine Months Ended

 



 

September 30,

 

 

September 30,

 

(In millions)

 

2020

 

2019

 

2020

 

2019

Cash Provided from Operating Activities from Discontinued Operations

 

$

16 

 

 

$

27 

 

 

$

43 

 

 

$

59 

 

Property additions from discontinued operations

 

 

(1)

 

 

 

(1)

 

 

 

(2)

 

 

 

(3)

 

Free Cash Flow from Discontinued Operations

 

$

15 

 

 

$

26 

 

 

$

41 

 

 

$

56 

 



9


 

The following table presents reconciliations of net (loss) income to Adjusted EBITDA.



 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Nine Months Ended



 

September 30,

 

September 30,



 

 

 

 

 

 

 

 

 

 

 

 

(In millions)

 

2020

 

2019

 

2020

 

2019

Net (loss) income

 

$

(7)

 

$

25 

 

$

61 

 

$

154 

Depreciation and amortization expense

 

 

27 

 

 

23 

 

 

81 

 

 

68 

Acquisition-related costs

 

 

(1)

 

 

 

 

 

 

12 

Mobile Bay Formosan termite settlement

 

 

51 

 

 

 —

 

 

51 

 

 

 —

Non-cash stock-based compensation expense