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ServiceMaster Q1 2018 Non Deal Roadshow Presentation March 5 - 16, 2018

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Page 1: ServiceMasterinvestors.servicemaster.com/sites/servicemaster.investorhq... · charges; gain on sale of Merry Maids branches; impairment of software and other related costs; (gain)

ServiceMaster

Q1 2018 Non Deal Roadshow Presentation

March 5 - 16, 2018

Page 2: ServiceMasterinvestors.servicemaster.com/sites/servicemaster.investorhq... · charges; gain on sale of Merry Maids branches; impairment of software and other related costs; (gain)

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Cautionary Statements

Safe Harbor Statement

This presentation contains “forward-looking statements,” including 2018 revenue and Adjusted EBITDA outlook, organic revenue growth projections, as well as

statements with respect to the potential separation of AHS from ServiceMaster and the distribution of AHS shares to ServiceMaster shareholders, that are based

on management’s beliefs and assumptions and on information currently available to management. Most forward-looking statements contain words that identify

them as forward-looking, such as “anticipates,” “believes,” “continues,” “could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,”

“projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms that relate to future events. Forward-looking statements involve known

and unknown risks, uncertainties and other factors that may cause ServiceMaster’s actual results, performance or achievements to be materially different from

any projected results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements represent the beliefs

and assumptions of ServiceMaster only as of the date of this presentation and ServiceMaster undertakes no obligation to update or revise publicly any such

forward-looking statements, whether as a result of new information, future events or otherwise. As such, ServiceMaster’s future results may vary from any

expectations or goals expressed in, or implied by, the forward-looking statements included in this presentation, possibly to a material degree. ServiceMaster

cannot assure you that the assumptions made in preparing any of the forward-looking statements will prove accurate or that any long-term financial or operational

goals and targets will be realized. For a discussion of some of the important factors that could cause ServiceMaster’s results to differ materially from those

expressed in, or implied by, the forward-looking statements included in this presentation, investors should refer to the disclosure contained under the heading

“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2017 and our other filings with the SEC.

Note to Non-GAAP Financial Measures

This presentation 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 or comparable to similarly titled measures of other companies. See non-GAAP reconciliations below in this

presentation for a reconciliation of these measures to the most directly comparable GAAP financial measures. Adjusted EBITDA, adjusted net income, adjusted

earnings per share and free cash flow 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 or any other performance or l iquidity 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.

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ServiceMaster At A Glance

$2.9B Revenue

$678M Adjusted

EBITDA

8 years Consecutive

Revenue &

Adjusted EBITDA

Growth

23% Adjusted

EBITDA

Margin

Selected 2017 Financial Data

ServiceMaster helps make the homeowner’s life

easier every step of the way. Our extensive portfolio of

home and commercial services include cleaning,

disaster restoration, home warranties, furniture and

cabinet restoration, inspections, mold remediation,

pest control and fire and water damage restoration.

Our unmatched network of trusted employees,

technicians, contractors and franchisees reach into

more than 75,000 homes and businesses each day.

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2017 Investment Highlights

1See Appendix for Non-GAAP Reconciliations and Non-GAAP Reconciliation Definitions.

2Adjusted earnings per share (EPS) is calculated as adjusted net income divided by the diluted share counts of 135.4M shares and 137.3M shares for full-year 2017 and 2016, respectively.

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$80

$100

$120

$140

$160

$180

$200

$220

$240

$260

$280

$300

$320

6/2

6/2

01

4

12/3

1/2

01

4

12/3

1/2

01

5

12/3

0/2

01

6

12/2

9/2

01

7

3/1

/20

18

SERV S&P 500 Index S&P 400 Consumer Service Index

Delivering Significant Returns To Shareholders

182%

Data From: June 26, 2014 – March 1, 2018

54%

48%

S & P 400 Consumer

Services Index

S & P 500 Index

We continue to outperform the major indices

Scale

: June 2

6,

2014 p

rices =

$100

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Tax-Free American Home Shield Spin

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Source: Specialty Consultants, LLC, NPMA, National Association of Realtors, SEC filings and management estimates based on industry data; 1 As measured on 12/31/2016 customer-level revenue basis. Rollins customer-level revenue derived from company filings and management estimates; 2As derived from Pest Control Technology (PCT) Magazine’s top 100 list published in 2017.

3Derived from 12/31/2016 results, adjusted to include annualized impact of Landmark and One Guard acquisitions.

Terminix

21%1

Rollins

19%1

Others

(~20,000)

47%

U.S. Market: ~$8B U.S. Market: ~$2B

AHS

46%3

First American

11%

Old Republic

9%

Others

33%

Rentokil 7%2

Ecolab 5%2

Leading Positions In Large and Growing Markets

Pest & Termite

Industry

Home Warranty

IndustryOther Residential and

Commercial Services

Industries

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Terminix Overview

2017 Revenue/CLR: $1.5B/$1.9B 2017 Adj. EBITDA: $330M 2017 Adj. EBITDA margin: 21%

Leading provider of U.S extermination services

Operate in 19 countries and 47 U.S. states

U.S. locations include ~400 company-owned and

franchise branches

Large and attractive U.S. market (~$8B)

Competitive strengths include scale and expertise

Positioned for growth in core and new services

1,309 1,370 1,444 1,524 1,541

20%

23% 24% 24%21%

10%

20%

30%

0

500

1,000

1,500

2,000

2013 2014 2015 2016 2017

Revenue ($millions) Adj. EBITDA Margin

Historical Revenue and Adj. EBITDA Margin

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Terminix Business Transformation

Implementing disciplined, Lean Six

Sigma approach

Developing a strong commercial

business

Driving accountability

Empowering our technicians to deliver

an exceptional customer experience

Building a strong leadership team

Deliver consistently strong revenue & earnings growth

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Developing a strong Commercial Business

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American Home Shield Overview

2017 Revenue: $1.2B 2017 Adj. EBITDA: $260M 2017 Adj. EBITDA Margin: 23%

Leading provider of home warranties in the U.S.

Serves 2M customers in 50 states

Significant market leadership: 4x larger than

nearest competitors

75% customer retention rates

National network of ~15,000 contractors

Significant direct-to-consumer marketing and

lead generation capabilities

740 828 9171,020

1,157

20%22% 22% 22% 23%

10%

20%

30%

0

500

1,000

1,500

2013 2014 2015 2016 2017

Revenue ($millions) Adjusted EBITDA Margin

Historical Revenue and Adj. EBITDA Margin

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Owner-Occupied Households(less home resales)

Households with HomeWarranty

67.3M

homes

without

home

warranty2.8M with

home warranty 53%

AHS

47%

Competitors

70.1M 2.8M

Home Resales Home Resales with HomeWarranty

4M homes

sold

without

home

warranty

1.5M sold

with home

warranty

32%

AHS

68%

Competitors

5.5M 1.5M

Real Estate Channel Direct-to-Consumer Channel

Significant opportunity in a large under-penetrated growing market

2016 Home Warranty Category Dynamics

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1 Active licenses related to franchise agreements managed by FSG as of December 31, 2017

Franchise Services Group Overview

2017 Revenue/CLR: $212M/$2.6B 2017 Adj. EBITDA: $87M 2017 Adj. EBITDA Margin: 41%

Operates in 50 U.S. states and 10 countries

Over 5,000 world-wide franchises & licenses1

Strong and trusted brand

Leading market positions in all brands

Attractive value proposition to franchisees

Scale to service national accounts

236 253232

200 212

33% 31% 33%

39% 41%

20%

30%

40%

50%

0

100

200

300

2013 2014 2015 2016 2017

Revenue ($millions) Adj. EBITDA Margin

Merry Maids Branch

Dispositions

Historical Revenue and Adj. EBITDA Margin

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169

274358 3264 338

38%

49%58%

49% 50%

2013 2014 2015 2016 2017%

of

Ad

j. E

BIT

DA

Revenue ($millions)

2,2932,457 2,594

2,746 2,912

2013 2014 2015 2016 2017

CAGR = 6.2%

Adjusted EBITDA¹ ($millions)

475557 622 667 678

21% 23% 24% 24% 23%

2013 2014 2015 2016 2017

Ad

j. E

BIT

DA

Ma

rgin

¹

CAGR = 9.3%

Free Cash Flow2,4 ($millions) Net Debt / Adjusted EBITDA3

7.8x

5.0x 4.2x 4.1x 3.7x

2013 2014 2015 2016 2017

Consistent Financial Performance

1 2013 Adjusted EBITDA and Adjusted EBITDA margin reflect the annualized benefit of transferring $25 million of corporate costs to TruGreen. 2 Free Cash Flow is defined in the appendix. 3 Adjusted EBITDA in 2013 does not reflect the annualized benefit of transferring $25 million of corporate

costs to TruGreen. 4 2016 Free Cash Flow excludes the impact of $56 million, net of tax in payments, on fumigation related matters.

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Leverage relationships with insurance companies

Accelerate national accounts growth

Extend reach & growth beyond core areas

Extend current product offerings

Expand into adjacent markets

Increase market penetration using world-class service

Achieve world-class customer service

Expand commercial business

Execute business transformation

Strategic Growth Priorities

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Appendix

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2017 Consolidated Financial Summary

• Revenue growth of 6% driven primarily by revenue growth of 13%

at AHS and 6% at FSG

• Strong full-year Adjusted EBITDA growth of 18% at AHS and 10%

at FSG was mostly offset by an 11% decline at Terminix, primarily

due to business transformation initiatives

1See Non-GAAP Reconciliations and Non-GAAP Reconciliation Definitions.

($ millions, except EPS) FY 2017 FY 2016

Revenue 2,912$ 2,746$ 165$ 6%

Adjusted EBITDA1 678$ 667$ 11$ 2%

Margin 23.3% 24.3%

Adjusted Net Income1

286$ 281$ 5$ 2%

Margin 9.8% 10.2%

Adjusted EPS1,2 2.11$ 2.04$ 0.06$ 3%

Variance

2Adjusted earnings per share (EPS) is calculated as adjusted net income divided by the diluted share counts of 135.4M shares and 137.3M shares for full-year 2017 and 2016, respectively.

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Full-Year 2018 Outlook1

(As of February 27, 2018)

2See Non-GAAP Reconciliations and Non-GAAP Reconciliation Definitions.

1 Outlook assumes AHS remains with ServiceMaster for full year and does not include potential financial impact from acquisitions or projected costs related to AHS separation targeted for Q3 2018

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Adjusted EBITDA is defined as net income before: unallocated corporate expenses; depreciation

and amortization expense; 401(k) plan corrective contribution; fumigation related matters; insurance

reserve adjustment; management and consulting fees; consulting agreement termination fees; non-

cash stock-based compensation expense; restructuring charges; gain on sale of Merry Maids

branches; non-cash impairment of software and other related costs; loss on extinguishment of debt;

(gain) loss from discontinued operations, net of income taxes; (benefit) provision for income taxes;

interest expense; and other non-operating expenses.

Free Cash Flow is defined as net cash provided from operating activities from continuing

operations plus cash paid for consulting agreement termination fees less property additions, net of

government grant fundings for property additions.

Adjusted net income is defined as net income before: amortization expense; 401(k) Plan

corrective contribution; fumigation related matters; insurance reserve adjustment; restructuring

charges; gain on sale of Merry Maids branches; impairment of software and other related costs;

(gain) loss from discontinued operations, net of income taxes; loss on extinguishment of debt; the

tax impact of the aforementioned adjustments; and the impact of the tax law changes on deferred

taxes.

Adjusted earnings per share is calculated as adjusted net income divided by the weighted-

average diluted common shares outstanding.

Non-GAAP Reconciliation Definitions

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Adjusted EBITDA Reconciliation

Note: Adjusted EBITDA in 2013 does not reflect the annualized benefit of transferring $25m of corporate costs to TruGreen

2013 2014 2015 2016 2017

Net Income (Loss) ($507) ($57) $160 $155 $510

Reconciliation to Adjusted EBITDA:

(Income) Loss from discontinued operations, net of income taxes 549 100 2 1 -

Depreciation & amortization expense 99 100 85 94 103

401(k) Plan corrective contribution - - 23 2 (3)

Fumigation related matters - - 9 93 4

Insurance reserve adjustment - - - 23 -

Non-cash stock-based compensation expense 4 8 10 13 12

Management and consulting fees 7 4 - - -

Consulting agreement termination fees - 21 - - -

Non-cash impairment of software and other related costs - 47 - 1 2

Restructuring charges 6 11 5 17 34

(Benefit) Provision for income taxes 43 40 107 85 (139)

Interest expense 247 219 167 153 150

Loss on extinguishment of debt - 65 58 32 6

Gain on sale of Merry Maids branches - (1) (7) (2) -

Other non-operating expenses 2 - 3 - -

Total Adjustments 957 613 462 512 169

Adjusted EBITDA $450 $557 $622 $667 $678

Terminix 266 309 347 371 330

American Home Shield 145 179 205 220 260

Franchise Services Group 78 78 77 79 87

Other Operations & Headquarters (39) (9) (9) (3) 1

Adjusted EBITDA $450 $557 $622 $667 $678

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2013 2014 2015 2016 2017

Net Cash Provided from Operating Activities from Continuing Operations1 $208 $289 $398 $325 $413

Reconciliation to Free Cash Flow:

Cash paid for consulting agreement termination fees - 21 - - -

Property additions, net of government grant fundings for property additions (39) (35) (40) (56) (75)

Free Cash Flow $169 $274 $358 $270 $338

1 As a result of the early adoption of Accounting Standards Updates 2016-09 and 2016-15, $13 million of excess tax benefits for 2015 were retrospectively presented as an operating activity, and $49 million, and $35 million of call premium

paid on retirement of debt, net of premium received on issuance of debt for 2015, and 2014 respectively, were retrospectively presented as financing activities. 2 2016 Free Cash Flow includes the impact of $56 million, net of tax, in payments on fumigation related matters

2

Free Cash Flow Reconciliation

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2017 Net Income to Adjusted EBITDA and Adjusted Net Income Reconciliations

$ millions, except per share dataNet Income $ 510 $ 155

Depreciation and amortization expense 103 94

401(k) Plan corrective contribution (3) 2

Fumigation related matters 4 93

Insurance reserve adjustment — 23

Non-cash stock-based compensation expense 12 13

Restructuring charges 34 17

Gain on sale of Merry Maids branches — (2)

Non-cash impairment of software and other related costs 2 1

(Gain) loss from discontinued operations, net of income taxes — 1

(Benefit) Provision for income taxes (139) 85

Loss on extinguishment of debt 6 32

Interest expense 150 153

Adjusted EBITDA $ 678 $ 667

Terminix $ 330 $ 371

American Home Shield 260 220

Franchise Services Group 87 79

Corporate 1 (3)

Adjusted EBITDA $ 678 $ 667

Net Income $ 510 $ 155

Amortization expense 27 33

401(k) Plan corrective contribution (3) 2

Fumigation related matters 4 93

Insurance reserve adjustment — 23

Restructuring charges 34 17

Gain on sale of Merry Maids branches — (2)

Impairment of software and other related costs 2 1

(Gain) loss from discontinued operations, net of income taxes — 1

Loss on extinguishment of debt 6 32

Tax impact of adjustments (23) (73)

Impact of tax law change on deferred taxes (271) —

Adjusted Net Income $ 286 $ 281

Weighted-average diluted common shares outstanding 135.4 137.3

Adjusted Earnings Per Share $ 2.11 $ 2.04

2017 2016

Full Year