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Confidential
ServiceMaster
J.P. Morgan Ultimate Services
Investor Conference
November 15, 2016
Confidential
1
Cautionary StatementsSafe Harbor Statement
This presentation contains “forward-looking statements,” including 2016 revenue and Adjusted EBITDA outlook and the statements relating to the proposed refinancing, 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 Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 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 liquidity measure 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.
Adjusted EBITDA is defined as net income (loss) before: depreciation and amortization expense; 401(k) Plan corrective contribution; fumigation related matters; insurance
reserve adjustment; 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 from discontinued operations, net of income taxes; provision for income taxes; loss on extinguishment of debt; interest expense; management and consulting
fees; consulting agreement termination fees; non-cash asset impairment of property and equipment and other non-operating expenses. 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; loss from discontinued operations, net of taxes; loss on extinguishment of debt; and the tax impact of the
aforementioned adjustments. Adjusted earnings per share is calculated as adjusted net income divided by the weighted-average diluted common shares outstanding. 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. Free Cash Flow for 2016 LTM and Q3 2016 on pages 10, 17 and 19 excludes the impact of $90m (net of $35m taxes) and $88m (net of $34m taxes) respectively in
payments for fumigation related matters.
Confidential
Jim ShieldsVP Investor Relations
& Treasurer
2
Table of Contents
Alan HaughieChief Financial Officer
Financial Review
Business Segments & Performance
Company Overview & Business Strategy
Appendix
Confidential
Financial Review
Business Segments & Performance
Company Overview & Business Strategy
3
Appendix
Confidential
New branding is
unveiled
is launched
87 Years Dedicated to Growing Essential Services
4
1929 1947 1952 1962 1971 1986 1988 1989 1996 2007 2014 2015 2016
ServiceMaster
is founded by
Marion Wade
in Chicago
Long history of competing and winning in new markets
ServiceMaster
establishes
one of the
first franchise
businesses in
the U.S.
American
Home Shield
pioneers the
home
warranty
concept
ServiceMaster
acquires
ServiceMaster
acquires
ServiceMaster
spins off
TruGreen &
completes
Initial Public
Offering
ServiceMaster
acquires
ServiceMaster
acquires
ServiceMaster
Incorporates
ServiceMaster
goes public
ServiceMaster
acquires
ServiceMaster
acquires
ServiceMaster is
taken private,
led by CD&R
Confidential
Investment Highlights
5
#1 positions in large, fragmented and growing markets
High-value service offerings resulting in high customer retention and recurring revenues
Growth driven by operational excellence and superior customer service
Experienced management team
Resilient financial model with track record of consistent performance and significant free cash flow generation
Differentiation through proprietary, adaptive technology
Confidential
Source: Specialty Products Consultants, LLC, NPMA, National Association of Realtors, SEC filings and management estimates based on industry data; 1 As measured on an estimated 12/31/2015 customer-level revenue basis. Rollins customer-level revenue derived from company filings and
management estimates; 2 As measured by 12/31/2015 estimates 3 Management estimates based on industry data
Leading Positions in Large, Fragmented and Growing Markets…
6
Terminix
22%1
Rollins
19%1
Others
(~20,000)
59%
U.S. Market: ~$8bn U.S. Market: ~$2bn
AHS
42%2
First
American
11%
Old
Republic
9%
Others
38%
3
Leading market positions across portfolio of essential services
Confidential
…Delivered through Multiple, Scaled Platforms
7
Trusted professionals… 75,000 visits a day
Customer-Facing
Professionals
Customers
Customer Awareness
Customer Satisfaction
Associates
5,000 service technicians
2.8 million customers
Market share leader
1.5x brand awareness of
competitors
High retention rates
Strong net promoter scores
FranchiseesContractors
11,000 contractors
45,000 service technicians
1.8 million customers
3.7 million service requests
42% market share
#1 market position
76% retention rate
"2015 Top Rated" by Home
Warranty Review
5,500 worldwide franchise
licenses
33,000 individuals
$2.4 billion CLR
200k homes served/month
Leading market positions in
respective categories
National network
Strong net promoter scores
Confidential
Reported Revenue1: $1.5 billion
Customer-Level Revenue1,2: $1.8 billion
Adj. EBITDA1 $ / % margin: $374 million / 24.7%
U.S. Locations: ~300 company-owned
+~25 Licenses
Coverage: 46 states / 22 countries
Reported Revenue1: $992 million
Adj. EBITDA1 $ / % margin: $201 million / 20.3%
Service Requests1: 3.7 million
Coverage: 50 states
Reported Revenue1:
Customer-Level Revenue1,2:
Adj. EBITDA1 $ / % margin:
Worldwide Licenses3:
Coverage:
$205 million
$2.4 billion
$76 million / 37.3%
~5,500 total
50 states /15 countries
Portfolio of essential services
Terminix
56%
Other <1%
American
Home Shield
36%
FSG
8%
1 LTM through period ending 9/30/162 Customer-level represents (i) reported revenueand (ii) revenueearned by our franchisees, less (iii) royalty fees (reportedby us, based on revenueearned by our franchisees)3 Active licenses related to franchise agreements managed by FSG as of December 31, 2015 Confidential
Portfolio provides risk diversification and expansion opportunities
Total Reported Revenue of $2.7 billion1
Total Reported Adjusted EBITDA of $646 million1
Adjusted EBITDA margin of 23.8%1
8
LTM Revenue by segment
Confidential
ServSmartsm: Differentiate with Convenience
Our Approach
ServSmartsm Benefits
Enhance the customer experience and service delivery – on-time, quality
service with simplicity
Combine digital-first, self-service capability with our unmatched network
Continue to drive customer-first mindset and cultural change throughout our
company
Create customer awareness, insights and advocacy
Drive growth and productivity simultaneously
Makes it easy to find us, buy from
us and stay with us
Emphasizes self-service/ scheduling
Promotes sales and
service mobility
Go to market with Minimally Viable
Product (MVP)
Growth Awareness Reduced acquisition cost
Customer satisfaction Reduces cost to serve
Improves customer experience Reduces technician/sales workload
Start with the basics Build momentum Drive change
9
Leverage our legacy by combining physical delivery with digital convenience
Confidential
1Adjusted EBITDA and Adjusted EBITDA margin reflect the annualized benefit of transferring $25m of corporate costs to TruGreen, spun off in 2014; 2Free Cash Flow is defined in cautionary statements on page 1 3Adjusted EBITDA through 2013 does not reflect the annualized benefit of transferring $25m of corporate costs to TruGreen 4 2016 LTM Free Cash Flow excludes the impact of $90m in payments on fumigation related matters, net of $35m taxes
Consistent Financial PerformanceRevenue ($millions)
$2,214$2,293
$2,457 $2,594 $2,714
2012 2013 2014 2015 2016 LTM
’12-’15 CAGR = 5%
Adj. EBITDA¹ ($millions)
$438$475
$557 $622 $646
20% 21% 23% 24% 24%
2012 2013 2014 2015 2016 LTM
Ad
j. E
BIT
DA
Ma
rgin
¹
’12-’15 CAGR = 12 %
Free Cash Flow2,4
$100
$169
$274$358 $3234
24%
38%
49%58%
50%
2012 2013 2014 2015 2016 LTM
% o
f A
dj. E
BIT
DA
Net Debt / Adj. EBITDA3 ($millions)
8.7x 7.8x
5.0x 4.2x 4.1x
2012 2013 2014 2015 2016 LTM
10
Well-positioned for continued robust cash flow generation
Confidential
Transaction Overview
Financial Review
Business Segments & Performance
Company Overview & Business Strategy
11
Appendix
Confidential
1 LTM through period ending 9/30/16
Residential Termite
34%
Residential Pest41%
Commercial Pest17%
Commercial Termite 3%
Other5%
Revenue1: $1.5b
2010 – LTM 9/30/16 CAGR: 4.8%
Customer-Level Revenue1: $1.8b
Adjusted EBITDA1: $374m
Adjusted EBITDA margin1: 24.7%
Revenue By Service Type1
Terminix Overview
Leading provider of extermination services in the U.S.
Operate in 22 countries and 46 U.S. states
U.S. locations include ~ 300 company-owned
branches and ~25 franchise agreements
Large and attractive U.S. market (~$8b)
Competitive strength: branch, scale, expertise, etc.
Positioned for growth: core and new services
12
1,0891,157 1,193
1,265 1,3091,370
1,4441,515
19% 19%21% 21% 20%
23% 24%25%
10%
15%
20%
25%
30%
0
200
400
600
800
1,000
1,200
1,400
1,600
2009 2010 2011 2012 2013 2014 2015 Q3 2016LTM
Revenue Adj. EBITDA Margin
Historical Revenue and Adjusted EBITDA Margin ($millions)
Confidential
Revenue1: $992m
2010 – LTM 9/30/16 CAGR: 7.4%
Adjusted EBITDA1: $201m
Adjusted EBITDA margin1: 20.3%
American Home Shield Overview
13
Serves 1.8m customers in 50 states; 3.7m service
requests
Significant market leadership: ~4 times larger than
largest competitors
76% customer retention rates
National network of ~11,000 pre-qualified contractors
Significant direct-to-consumer marketing and lead
generation capabilities
1LTM through period ending 9/30/16
Leading provider of home warranties in the U.S.
Historical Revenue and Adjusted EBITDA Margin
630657
687721 740
828
917
992
15% 14%
16%16%
20%
22% 22%
20%
10%
15%
20%
25%
30%
0
200
400
600
800
1,000
1,200
2009 2010 2011 2012 2013 2014 2015 Q3 2016LTM
Revenue Adj. EBITDA Margin
Confidential
American Home Shield – By Channel
630
917
49% 49%
15%22%
2009 2015
Revenue Gross Margin EBITDA Margin
36%50%
15%
5%
49% 45%
2009 2015
Direct to Consumer Third Party Real Estate
Renewals66%
RE20%
DTC14%
-$50 $0 $50 $100 $150 $200 $250
Renewals
RE - 1st Year
DTC - 1st Year
($millions)
Drives stability of
financial results
Revenue By Channel1
EBITDA By Channel
1LTM through period ending 9/30/16
Revenue & Margin
Channel by Customer Count
Confidential
Franchise Services Group Overview
Operate in 50 U.S. states and 15 countries
~5,500 franchise licenses2
Strong and trusted brands
Leading market positions in all brands
Attractive value proposition to franchisees
Scale to service national accounts
1LTM through period ending 9/30/16 2 Active licenses related to franchise agreements managed by FSG as of December 31, 2015
Market-leading residential and commercial services
Revenue By Channel1Revenue1: $205m
Customer-Level Revenue1: $2.4b
2010 – LTM 9/30/16 CLR CAGR: 2.0%
Adjusted EBITDA1: $76m
Adjusted EBITDA margin1: 37.3%
15
Historical Revenue and Adjusted EBITDA Margin ($millions)
204 211 220 221236
253232
205
35% 36%34%
32% 33%31%
33%
37%
20%
25%
30%
35%
40%
45%
50%
0
50
100
150
200
250
300
2009 2010 2011 2012 2013 2014 2015 Q3 2016LTM
Revenue Adj. EBITDA Margin
Royalties58% Janitorial
National Accounts
21%
Products 8%
Owned Branches 7%Other 6%
Confidential
Transaction Overview
Financial Review
Business Segments & Performance
Company Overview & Business Strategy
16
Appendix
Confidential
$(25) $(10)
$22
$100
$169
$274
$358 $323 4
2009 2010 2011 2012 2013 2014 2015 LTM
$1,929 $2,031 $2,105 $2,214 $2,293 $2,457 $2,594 $2,714
2009 2010 2011 2012 2013 2014 2015 LTM
$376 $379 $422 $438
$475
$557 $622 $646
19% 19% 20% 20% 21%23% 24% 24%
$-
$200
$400
$600
2009 2010 2011 2012 2013 2014 2015 LTM
History of steady growth and improving profitability
1 LTM through period ending 9/30/16; 2 Adjusted EBITDA includes the pro forma effect of $25mm of corporate expenses transferred to TruGreen in 2013 and prior years; 3 Free Cash Flow is defined in cautionary statements on page 1
($millions)
17
Revenue
Adj. EBITDA2
1
1A
dj. E
BIT
DA
Marg
in
Consistent financial performance through business cycles
Grew Adjusted EBITDA at greater than 1.8 times the rate of revenue
Strong track record of Adjusted EBITDA margin expansion
Capital light business model results in strong free cash flow generation and deleveraging
Free cash flow1,3,4
1
4 LTM Free Cash Flow excludes the impact of $90m in payments for fumigation related matters, net of $35m in taxes
Confidential
Refinancing transaction
18
On November 8, 2016, ServiceMaster refinanced its
existing Term Loan B and $300 million Revolver with:
• New $300 million Revolver: L + 250
• $1,650 million Term Loan B: L + 250
• $750 million 5.125% High Yield Notes
Benefits:
• Reduced weighed average cost of debt
• Lowered cash interest
• Diversified sources of capital
• Extended maturity tenure
• Increased fixed to floating debt ratio
• Established benchmark high yield issue
• Lowered annual debt amortization
Actual Pro forma
Cash and cash equivalents 230 230
Long-term Debt:
Old Term Loan Facility 2,356 -
Amended Term Loan Facility - 1,650
High Yield Notes - 750
Continuing notes 357 357
Vehicle capital leases 83 83
Other long-term debt 70 70
Less current portion (64) (64)
Total long-term debt 2,802 2,846
Total equity 637 607
Total capitalization 3,439 3,453
Weighted average cost of debt 4.9% 4.5%
Weighted average maturity 5.5 yrs. 7.6 yrs.
Fixed-to-floating ratio 39% 62%
As of Sept 30, 2016
1 WACD on cash interest payments assuming LIBOR of 0.75%
1
2
2 Includes $650m in interest rate swaps fixed at 4%
Confidential
19
Q3 Consolidated Financial Summary
$ millions, except per share amounts
Top-Line Growth with Resilient Margins1 Free Cash Flow is defined in cautionary statements on page 1. 2 Q3 2016 Free Cash Flow excludes the impact from $88m in payments on fumigation related matters, net of $34m in taxes. 3 Adjusted earnings per
share is calculated as adjusted net income divided by the diluted share counts of 137.1m shares and 136.8m shares for the thi rd quarter of 2016 and 2015, respectively.
Growth in AHS direct-to-
consumer and real estate
channels
Alterra acquisition
Pricing across brands
Weather driven claim costs
at AHS
ServSmart investment
Third Quarter
Var.
2016 2015 $ %
Revenue $ 758 $ 706 52 7%
Adj. EBITDA 192 174 18 10%
% of revenue 25.3% 24.6%
Adj. Net Income 81 74 7 9%
% of revenue 10.7% 10.5%
Capital expenditures 14 10 4 40%
Free cash flow1 11 36 (25) (69%)
Adjusted EPS3 0.59 0.54 0.05 9%
2
Confidential
20
2016 Full Year Outlook
2016 Revenue and Adj. EBITDA Outlook
Strong top line with AHS organic growth
~10%
OneGuard acquisition
Terminix growth middle single digits
Continued operating leverage
High customer retention; pricing 1% - 2%
Strong pipeline of tuck-in acquisition targets
Investing in growth (marketing/ServSmart)
2016 Full Year Outlook1
Revenue $2,740 - $2,750
Growth 6%
Adj. EBITDA $665 - $675
Growth 7% - 8%
Adj. EBITDA margin 24% - 25%
~ 50 bps
$ millions
1 Based solely on the press release dated October 25, 2016 furnished with ServiceMaster Global Holdings, Inc. current report on form 8-K furnished with the SEC on October 25, 2016.
(As of October 25, 2016)
Confidential
Investment Highlights
21
#1 positions in large, fragmented and growing markets
High-value service offerings resulting in high customer retention and recurring revenues
Growth driven by operational excellence and superior customer service
Experienced management team
Resilient financial model with track record of consistent performance and significant free cash flow generation
Differentiation through proprietary, adaptive technology
Confidential
Transaction Overview
Financial Review
Business Segments & Performance
Company Overview & Business Strategy
22
Appendix
Confidential
23
Q3 and September YTD Simplified Cash Flow$ millions
Cash at Beginning of Period $ 342 $ (18) $ 296 $ (92)
Adjusted EBITDA 192 18 523 25
Change in working capital (65) (26) (36) (31)
Property additions (14) (4) (45) (15)
Interest payments (42) 14 (112) 37
Cash taxes (20) 11 (58) (20)
Payments on fumigation related matters (88) (88) (90) (90)
Other (6) (4) (12) 4
Free Cash Flow $ (43) $ (79) $ 170 $ (90)
Acquisitions (14) (2) (86) (55)
Change in restricted cash — — (95) (95)
Sales and maturities of securities — (3) 48 18
Debt repayment, net of borrowing (17) 113 (50) 338
Repurchase of common stock (36) (36) (52) (52)
Other (3) (5) (1) (1)
Cash at End of Period $ 230 $ (30) $ 230 $ (30)
Free Cash Flow / Adjusted EBITDA (22)% -43 pts 33% -20 pts
2016 B/(W) 2016 B/(W)
Third Quarter YTD Sept
Confidential
Adjusted EBITDA Reconciliation
2009 2010 2011 2012 2013 2014 2015 3Q16 LTM
Net Income (Loss) $22 ($10) $46 ($714) ($507) ($57) $160 $140
Reconciliation to Adjusted EBITDA:
(Income) Loss from discontinued operations, net of income taxes (47) (37) (53) 696 549 100 2 1
Depreciation & amortization expense 127 130 121 100 99 100 85 86
401(k) Plan corrective contribution - - - - - - 23 24
Fumigation related matters - - - - - - 9 101
Insurance reserve adjustment - - - - - - - 23
Non-cash stock-based compensation expense 8 9 8 7 4 8 10 13
Management and consulting fees 8 8 8 7 7 4 - -
Consulting agreement termination fees - - - - - 21 - -
Non-cash asset impairment of property and equipment - - - 9 - - - -
Non-cash impairment of software and other related costs - - - - - 47 - 1
Non-cash impairment of trade name and goodwill 5 - - - - - - -
Restructuring charges 18 5 7 15 6 11 5 14
(Benefit) Provision for income taxes (30) (32) (6) (8) 43 40 107 92
Interest expense 293 280 266 245 247 219 167 154
Loss on extinguishment of debt (52) - - 55 - 65 58 -
Gain on sale of Merry Maids branches - - - - - (1) (7) (4)
Other Non-operating expenses (1) 1 - 1 2 - 3 -
Total Adjustments 329 364 351 1,127 957 613 462 506
Adjusted EBITDA $351 $354 $397 $413 $450 $557 $622 $646
24
Note: Adjusted EBITDA through 2013 does not reflect the annualized benefit of transferring $25m of corporate costs to TruGreen
Confidential
Free Cash Flow Reconciliation
25
Note: Financials through 2013 do not reflect the annualized benefit of transferring $25m of corporate costs to TruGreen 1 As a result of the early adoption certain 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 ret irement of debt for 2015 and 2014, respectively, were retrospectively presented as a financing activity22016 LTM Free Cash Flow includes the impact of $90m in payments on fumigation related matters
2009 2010 2011 2012 2013 2014 2015 2016 LTM
Net Cash (Used for) Provided from Operating Activities from Continuing Operations1 $2 $38 $74 $144 $208 $289 $398 $323
Reconciliation to Free Cash Flow:
Cash paid for consulting agreement termination fees - - - - - 21 - -
Property additions (27) (48) (52) (44) (39) (35) (40) (55)
Free Cash Flow ($25) ($10) $22 $100 $169 $274 $358 $2682
Confidential
26
Q3 Adjusted EBITDA and Adjusted Net Income Reconciliations
$ millions, except per share data
Terminix $ 92 $ 82
American Home Shield 79 74
Franchise Services Group 21 20
Corporate — (1)
Adjusted EBITDA $ 192 $ 174
Depreciation and amortization expense (24) (18)
Fumigation related matters (1) —
Non-cash stock-based compensation expense (3) (3)
Restructuring charges (8) (2)
Gain on sale of Merry Maids branches — 3
Loss from discontinued operations, net of income taxes — (1)
Provision for income taxes (46) (32)
Loss on extinguishment of debt — (31)
Interest expense (39) (41)
Net Income $ 70 $ 49
Amortization expense 8 7
Fumigation related matters 1 —
Restructuring charges 8 2
Gain on sale of Merry Maids branches — (3)
Loss from discontinued operations, net of income taxes — 1
Loss on extinguishment of debt — 31
Tax impact of adjustments (7) (14)
Adjusted Net Income $ 81 $ 74
Weighted-average diluted common shares outstanding 137.1 136.8
Adjusted Earnings Per Share $ 0.59 $ 0.54
Third Quarter
2016 2015
Confidential
27
Q3 and September YTD Cash Flow
Net Income $ 70 $ 49 $ 124 $ 144
Depreciation and amortization expense 24 18 68 66
Fumigation related matters 1 — 92 —
Payments on fumigation related matters (88) — (90) —
Insurance reserve adjustment — — 23 —
Loss on extinguishment of debt — 31 — 58
Working capital (65) (39) (36) (5)
Other 29 (13) 34 27
Net Cash (Used for) Provided from Operating
Activities $ (29) $ 47 $ 215 $ 290
Property additions (14) (10) (45) (30)
Free Cash Flow $ (43) $ 36 $ 170 $ 260
2016 2015
Third Quarter YTD September
2016 2015$ millions