Exhibit 99.2
Results Revised for Discontinued Operations
On August 1, 2017, HD Supply Holdings, Inc. (the “Company” or “HD Supply”), HD Supply, Inc.’s indirect parent company, announced the completion of the sale of its Waterworks business, a provider of water and wastewater transmission products in the non-residential and residential markets, to Clayton, Dubilier & Rice.
In accordance with Accounting Standards Codification 205-20, “Discontinued Operations,” the results of the Waterworks business will be reflected as a discontinued operation beginning in the second quarter of fiscal 2017. The presentation of discontinued operations includes revenue and expenses of the discontinued operations, net of tax, as one line item on the Consolidated Statements of Operations for all periods presented.
The following tables present HD Supply’s quarterly results of operations for the first quarter of fiscal 2017, fiscal 2016, and fiscal 2015, revised to reflect the Waterworks operations as discontinued operations. These financial statements also include the previous revisions reflecting Interior Solutions and Power Solutions as discontinued operations, as noted in our Fiscal 2016 Form 10-K.
HD SUPPLY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Amounts in millions, except share and per share data, Unaudited
|
| Q1-2017 |
| |
Net sales |
| $ | 1,216 |
|
Cost of sales |
| 732 |
| |
Gross profit |
| 484 |
| |
Operating expenses: |
|
|
| |
Selling, general and administrative |
| 334 |
| |
Depreciation and amortization |
| 21 |
| |
Total operating expenses |
| 355 |
| |
Operating income |
| 129 |
| |
Interest expense |
| 49 |
| |
Loss on extinguishment & modification of debt |
| 3 |
| |
Income from continuing operations before provision for income taxes |
| 77 |
| |
Provision for income taxes |
| 19 |
| |
Income from continuing operations |
| 58 |
| |
Income from discontinued operations, net of tax |
| 27 |
| |
Net income |
| $ | 85 |
|
|
|
|
| |
Weighted Average Common Shares Outstanding (thousands) |
|
|
| |
Basic |
| 200,708 |
| |
Diluted |
| 203,017 |
| |
Basic Earnings Per Share(1): |
|
|
| |
Income from continuing operations |
| $ | 0.29 |
|
Income from discontinued operations |
| 0.13 |
| |
Net income |
| $ | 0.42 |
|
Diluted Earnings Per Share(1): |
|
|
| |
Income from continuing operations |
| $ | 0.29 |
|
Income from discontinued operations |
| 0.13 |
| |
Net income (loss) |
| $ | 0.42 |
|
Non-GAAP financial data: |
|
|
| |
Adjusted EBITDA |
| $ | 157 |
|
Adjusted Net Income |
| $ | 80 |
|
Weighted Average Common Shares Outstanding (thousands) |
|
|
| |
Basic |
| 200,708 |
| |
Diluted |
| 203,017 |
| |
Adjusted Net income per share - Basic |
| $ | 0.40 |
|
Adjusted Net income per share - Diluted |
| $ | 0.39 |
|
(1) May not foot due to rounding.
|
| Q1-16 |
| Q2-16 |
| Q3-16 |
| Q4-16 |
| Fiscal |
| |||||
Net sales |
| $ | 1,176 |
| $ | 1,283 |
| $ | 1,275 |
| $ | 1,085 |
| $ | 4,819 |
|
Cost of sales |
| 707 |
| 770 |
| 763 |
| 654 |
| 2,894 |
| |||||
Gross profit |
| 469 |
| 513 |
| 512 |
| 431 |
| 1,925 |
| |||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
| |||||
Selling, general and administrative |
| 308 |
| 317 |
| 329 |
| 315 |
| 1,269 |
| |||||
Depreciation and amortization |
| 21 |
| 21 |
| 21 |
| 21 |
| 84 |
| |||||
Restructuring |
| 7 |
| 4 |
| 3 |
| (7 | ) | 7 |
| |||||
Total operating expenses |
| 336 |
| 342 |
| 353 |
| 329 |
| 1,360 |
| |||||
Operating income |
| 133 |
| 171 |
| 159 |
| 102 |
| 565 |
| |||||
Interest expense |
| 85 |
| 69 |
| 65 |
| 50 |
| 269 |
| |||||
Loss on extinguishment & modification of debt |
| 115 |
| — |
| 59 |
| 5 |
| 179 |
| |||||
Income (loss) from continuing operations before provision for income taxes |
| (67 | ) | 102 |
| 35 |
| 47 |
| 117 |
| |||||
Provision (benefit) for income taxes |
| (26 | ) | 41 |
| 15 |
| 21 |
| 51 |
| |||||
Income (loss) from continuing operations |
| (41 | ) | 61 |
| 20 |
| 26 |
| 66 |
| |||||
Income from discontinued operations, net of tax |
| 27 |
| 37 |
| 40 |
| 26 |
| 130 |
| |||||
Net income (loss) |
| $ | (14 | ) | $ | 98 |
| $ | 60 |
| $ | 52 |
| $ | 196 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Weighted Average Common Shares Outstanding (thousands) |
|
|
|
|
|
|
|
|
|
|
| |||||
Basic |
| 198,808 |
| 199,250 |
| 199,593 |
| 199,888 |
| 199,385 |
| |||||
Diluted |
| 198,808 |
| 201,978 |
| 202,007 |
| 202,587 |
| 202,000 |
| |||||
Basic Earnings Per Share(1): |
|
|
|
|
|
|
|
|
|
|
| |||||
Income (loss) from continuing operations |
| $ | (0.21 | ) | $ | 0.31 |
| $ | 0.10 |
| $ | 0.13 |
| $ | 0.33 |
|
Income from discontinued operations |
| 0.14 |
| 0.19 |
| 0.20 |
| 0.13 |
| 0.65 |
| |||||
Net income (loss) |
| $ | (0.07 | ) | $ | 0.49 |
| $ | 0.30 |
| $ | 0.26 |
| $ | 0.98 |
|
Diluted Earnings Per Share(1): |
|
|
|
|
|
|
|
|
|
|
| |||||
Income (loss) from continuing operations |
| $ | (0.21 | ) | $ | 0.30 |
| $ | 0.10 |
| $ | 0.13 |
| $ | 0.33 |
|
Income (loss) from discontinued operations |
| 0.14 |
| 0.18 |
| 0.20 |
| 0.13 |
| 0.64 |
| |||||
Net income (loss) |
| $ | (0.07 | ) | $ | 0.49 |
| $ | 0.30 |
| $ | 0.26 |
| $ | 0.97 |
|
Non-GAAP financial data: |
|
|
|
|
|
|
|
|
|
|
| |||||
Adjusted EBITDA |
| $ | 167 |
| $ | 203 |
| $ | 188 |
| $ | 122 |
| $ | 680 |
|
Adjusted Net Income |
| $ | 57 |
| $ | 104 |
| $ | 94 |
| $ | 47 |
| $ | 302 |
|
Weighted Average Common Shares Outstanding (thousands) |
|
|
|
|
|
|
|
|
|
|
| |||||
Basic |
| 198,808 |
| 199,250 |
| 199,593 |
| 199,888 |
| 199,385 |
| |||||
Diluted |
| 201,231 |
| 201,978 |
| 202,007 |
| 202,587 |
| 202,000 |
| |||||
Adjusted Net income per share - Basic |
| $ | 0.29 |
| $ | 0.52 |
| $ | 0.47 |
| $ | 0.24 |
| $ | 1.51 |
|
Adjusted Net income per share - Diluted |
| $ | 0.28 |
| $ | 0.51 |
| $ | 0.47 |
| $ | 0.23 |
| $ | 1.50 |
|
(1) May not foot due to rounding.
|
| Q1-15 |
| Q2-15 |
| Q3-15 |
| Q4-15 |
| Fiscal |
| |||||
Net sales |
| $ | 1,090 |
| $ | 1,236 |
| $ | 1,238 |
| $ | 1,051 |
| $ | 4,615 |
|
Cost of sales |
| 660 |
| 745 |
| 754 |
| 642 |
| 2,801 |
| |||||
Gross profit |
| 430 |
| 491 |
| 484 |
| 409 |
| 1,814 |
| |||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
| |||||
Selling, general and administrative |
| 292 |
| 305 |
| 297 |
| 290 |
| 1,184 |
| |||||
Depreciation and amortization |
| 24 |
| 25 |
| 24 |
| 24 |
| 97 |
| |||||
Restructuring |
| — |
| — |
| 3 |
| 5 |
| 8 |
| |||||
Total operating expenses |
| 316 |
| 330 |
| 324 |
| 319 |
| 1,289 |
| |||||
Operating income |
| 114 |
| 161 |
| 160 |
| 90 |
| 525 |
| |||||
Interest expense |
| 106 |
| 106 |
| 99 |
| 83 |
| 394 |
| |||||
Loss on extinguishment & modification of debt |
| — |
| — |
| 100 |
| — |
| 100 |
| |||||
Other (income) expense, net |
| — |
| 1 |
| — |
| — |
| 1 |
| |||||
Income (loss) from continuing operations before provision for income taxes |
| 8 |
| 54 |
| (39 | ) | 7 |
| 30 |
| |||||
Provision (benefit) for income taxes |
| (188 | ) | 8 |
| 7 |
| (997 | ) | (1,170 | ) | |||||
Income (loss) from continuing operations |
| 196 |
| 46 |
| (46 | ) | 1,004 |
| 1,200 |
| |||||
Income (loss) from discontinued operations, net of tax |
| 46 |
| 63 |
| 296 |
| (133 | ) | 272 |
| |||||
Net income |
| $ | 242 |
| $ | 109 |
| $ | 250 |
| $ | 871 |
| $ | 1,472 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Weighted Average Common Shares Outstanding (thousands) |
|
|
|
|
|
|
|
|
|
|
| |||||
Basic |
| 195,347 |
| 196,893 |
| 197,529 |
| 198,276 |
| 197,011 |
| |||||
Diluted |
| 200,716 |
| 201,809 |
| 197,529 |
| 201,156 |
| 201,308 |
| |||||
Basic Earnings Per Share(1): |
|
|
|
|
|
|
|
|
|
|
| |||||
Income (loss) from continuing operations |
| $ | 1.00 |
| $ | 0.23 |
| $ | (0.23 | ) | $ | 5.06 |
| $ | 6.09 |
|
Income (loss) from discontinued operations |
| 0.24 |
| 0.32 |
| 1.50 |
| (0.67 | ) | 1.38 |
| |||||
Net income |
| $ | 1.24 |
| $ | 0.55 |
| $ | 1.27 |
| $ | 4.39 |
| $ | 7.47 |
|
Diluted Earnings Per Share(1): |
|
|
|
|
|
|
|
|
|
|
| |||||
Income (loss) from continuing operations |
| $ | 0.98 |
| $ | 0.23 |
| $ | (0.23 | ) | $ | 4.99 |
| $ | 5.96 |
|
Income (loss) from discontinued operations |
| 0.23 |
| 0.31 |
| 1.50 |
| (0.66 | ) | 1.35 |
| |||||
Net income |
| $ | 1.21 |
| $ | 0.54 |
| $ | 1.27 |
| $ | 4.33 |
| $ | 7.31 |
|
Non-GAAP financial data: |
|
|
|
|
|
|
|
|
|
|
| |||||
Adjusted EBITDA |
| $ | 144 |
| $ | 191 |
| $ | 193 |
| $ | 122 |
| $ | 650 |
|
Adjusted Net Income |
| $ | 8 |
| $ | 52 |
| $ | 62 |
| $ | 13 |
| $ | 135 |
|
Weighted Average Common Shares Outstanding (thousands) |
|
|
|
|
|
|
|
|
|
|
| |||||
Basic |
| 195,347 |
| 196,893 |
| 197,529 |
| 198,276 |
| 197,011 |
| |||||
Diluted |
| 200,716 |
| 201,809 |
| 201,546 |
| 201,156 |
| 201,308 |
| |||||
Adjusted Net income per share - Basic |
| $ | 0.04 |
| $ | 0.26 |
| $ | 0.31 |
| $ | 0.07 |
| $ | 0.69 |
|
Adjusted Net income per share - Diluted |
| $ | 0.04 |
| $ | 0.26 |
| $ | 0.31 |
| $ | 0.06 |
| $ | 0.67 |
|
(1) May not foot due to rounding.
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 (loss) 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 (loss) less Income (loss) from discontinued operations, net of tax, plus (i) Interest expense and Interest income, net, (ii) Provision (benefit) 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 (loss) less Income (loss) from discontinued operations, net of tax, further adjusted for loss on extinguishment of debt, certain non-cash, non-recurring or unusual items, net of tax.
We compensate for the limitations of using non-GAAP financial measures by using them to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Because not all companies use identical calculations, our presentation of Adjusted EBITDA and Adjusted net income may not be comparable to other similarly titled measures of other companies.
Adjusted EBITDA and Adjusted net income have limitations as analytical tools and should not be considered in isolation or as substitutes for analyzing our results as reported under GAAP. Some of these limitations are:
· Adjusted EBITDA and Adjusted net income do not reflect changes in, or cash requirements for, our working capital needs;
· Adjusted EBITDA does not reflect our interest expense, or the requirements necessary to service interest or principal payments on our debt;
· Adjusted EBITDA does not reflect our income tax expenses or the cash requirements to pay our taxes;
· Adjusted EBITDA and Adjusted net income do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments; and although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.
Adjusted EBITDA
The following tables present a reconciliation of Net income (loss) and Income (loss) from continuing operations, the most directly comparable financial measures under GAAP, revised to reflect the Waterworks operations as discontinued operations for all periods presented, to Adjusted EBITDA for the first quarter of fiscal 2017 and quarterly results for fiscal 2016 and fiscal 2015 (amounts in millions):
|
| Q1-2017 |
| |
Net income |
| $ | 85 |
|
Less income from discontinued operations, net of tax |
| 27 |
| |
Income from continuing operations |
| 58 |
| |
Interest expense, net |
| 49 |
| |
Provision for income taxes (i) |
| 19 |
| |
Depreciation and amortization (ii) |
| 22 |
| |
Stock-based compensation |
| 6 |
| |
Restructuring charges (iii) |
| — |
| |
Loss on extinguishment of debt (iv) |
| 3 |
| |
Costs related to public offerings (v) |
| — |
| |
Other |
| — |
| |
Adjusted EBITDA |
| $ | 157 |
|
|
| Q1-16 |
| Q2-16 |
| Q3-16 |
| Q4-16 |
| Fiscal |
| |||||
Net income (loss) |
| $ | (14 | ) | $ | 98 |
| $ | 60 |
| $ | 52 |
| $ | 196 |
|
Less income from discontinued operations, net of tax |
| 27 |
| 37 |
| 40 |
| 26 |
| 130 |
| |||||
Income (loss) from continuing operations |
| (41 | ) | 61 |
| 20 |
| 26 |
| 66 |
| |||||
Interest expense, net |
| 85 |
| 69 |
| 65 |
| 50 |
| 269 |
| |||||
Provision (benefit) for income taxes (i) |
| (26 | ) | 41 |
| 15 |
| 21 |
| 51 |
| |||||
Depreciation and amortization (ii) |
| 21 |
| 23 |
| 22 |
| 22 |
| 88 |
| |||||
Stock-based compensation |
| 6 |
| 5 |
| 4 |
| 5 |
| 20 |
| |||||
Restructuring charges (iii) |
| 7 |
| 4 |
| 3 |
| (7 | ) | 7 |
| |||||
Loss on extinguishment & modification of debt (iv) |
| 115 |
| — |
| 59 |
| 5 |
| 179 |
| |||||
Costs related to public offerings (v) |
| — |
| — |
| — |
| — |
| — |
| |||||
Other |
| — |
| — |
| — |
| — |
| — |
| |||||
Adjusted EBITDA |
| $ | 167 |
| $ | 203 |
| $ | 188 |
| $ | 122 |
| $ | 680 |
|
|
| Q1-15 |
| Q2-15 |
| Q3-15 |
| Q4-15 |
| Fiscal |
| |||||
Net income |
| $ | 242 |
| $ | 109 |
| $ | 250 |
| $ | 871 |
| $ | 1,472 |
|
Less income (loss) from discontinued operations, net of tax |
| 46 |
| 63 |
| 296 |
| (133 | ) | 272 |
| |||||
Income (loss) from continuing operations |
| 196 |
| 46 |
| (46 | ) | 1,004 |
| 1,200 |
| |||||
Interest expense, net |
| 106 |
| 106 |
| 99 |
| 83 |
| 394 |
| |||||
Provision (benefit) for income taxes (i) |
| (188 | ) | 8 |
| 7 |
| (997 | ) | (1,170 | ) | |||||
Depreciation and amortization (ii) |
| 25 |
| 26 |
| 25 |
| 24 |
| 100 |
| |||||
Stock-based compensation |
| 5 |
| 5 |
| 4 |
| 2 |
| 16 |
| |||||
Restructuring charges (iii) |
| — |
| — |
| 3 |
| 5 |
| 8 |
| |||||
Loss on extinguishment & modification of debt (iv) |
| — |
| — |
| 100 |
| — |
| 100 |
| |||||
Costs related to public offerings (v) |
| — |
| 1 |
| — |
| — |
| 1 |
| |||||
Other |
| — |
| (1 | ) | 1 |
| 1 |
| 1 |
| |||||
Adjusted EBITDA |
| $ | 144 |
| $ | 191 |
| $ | 193 |
| $ | 122 |
| $ | 650 |
|
(i) During fiscal 2015, the company recorded a $1,007 million tax benefit for the reversal of substantially all of the valuation allowance on its U.S. net deferred tax assets and a $189 million tax benefit for the reduction in unrecognized tax benefits as a result of IRS and state audit settlements.
(ii) Depreciation and amortization includes amounts recorded within Cost of sales in the Consolidated Statements of Operations and Comprehensive Income.
(iii) Represents the costs incurred for strategic alignment of our workforce and branch closures or consolidations. These costs include occupancy costs, severance, relocation costs, and other costs incurred to exit a location.
(iv) Represents the loss on extinguishment of debt including the premium paid to repurchase or call the debt as well as the write-off of unamortized deferred financing costs, original issue discount, and other assets or liabilities associated with such debt. Also includes the costs of debt modifications.
(v) Represents the costs expensed in connection with secondary offerings of the company’s common stock by certain of the company’s shareholders.
Adjusted Net Income
The following tables present a reconciliation of Net income (loss) and Income (loss) from continuing operations, the most directly comparable financial measures under GAAP, revised to reflect the Waterworks operations as discontinued operations for all periods presented, to Adjusted Net Income for the first quarter of fiscal 2017 and quarterly results for fiscal 2016 and fiscal 2015 (amounts in millions):
|
| Q1-2017 |
| |
Net income |
| $ | 85 |
|
Less income from discontinued operations, net of tax |
| 27 |
| |
Income from continuing operations |
| 58 |
| |
Provision for income taxes (i) |
| 19 |
| |
Cash paid for income taxes |
| (3 | ) | |
Amortization of acquisition-related intangible assets (other than software) |
| 3 |
| |
Restructuring charges (ii) |
| — |
| |
Loss on extinguishment of debt (iii) |
| 3 |
| |
Costs related to public offerings (iv) |
| — |
| |
Adjusted Net income |
| $ | 80 |
|
|
| Q1-16 |
| Q2-16 |
| Q3-16 |
| Q4-16 |
| Fiscal |
| |||||
Net income (loss) |
| $ | (14 | ) | $ | 98 |
| $ | 60 |
| $ | 52 |
| $ | 196 |
|
Less income from discontinued operations, net of tax |
| 27 |
| 37 |
| 40 |
| 26 |
| 130 |
| |||||
Income (loss) from continuing operations |
| (41 | ) | 61 |
| 20 |
| 26 |
| 66 |
| |||||
Provision (benefit) for income taxes (i) |
| (26 | ) | 41 |
| 15 |
| 21 |
| 51 |
| |||||
Cash paid for income taxes |
| (1 | ) | (5 | ) | (6 | ) | (1 | ) | (13 | ) | |||||
Amortization of acquisition-related intangible assets (other than software) |
| 3 |
| 3 |
| 3 |
| 3 |
| 12 |
| |||||
Restructuring charges (ii) |
| 7 |
| 4 |
| 3 |
| (7 | ) | 7 |
| |||||
Loss on extinguishment & modification of debt (iii) |
| 115 |
| — |
| 59 |
| 5 |
| 179 |
| |||||
Costs related to public offerings (iv) |
| — |
| — |
| — |
| — |
| — |
| |||||
Adjusted Net income |
| $ | 57 |
| $ | 104 |
| $ | 94 |
| $ | 47 |
| $ | 302 |
|
|
| Q1-15 |
| Q2-15 |
| Q3-15 |
| Q4-15 |
| Fiscal |
| |||||
Net income |
| $ | 242 |
| $ | 109 |
| $ | 250 |
| $ | 871 |
| $ | 1,472 |
|
Less income (loss) from discontinued operations, net of tax |
| 46 |
| 63 |
| 296 |
| (133 | ) | 272 |
| |||||
Income (loss) from continuing operations |
| 196 |
| 46 |
| (46 | ) | 1,004 |
| 1,200 |
| |||||
Provision (benefit) for income taxes (i) |
| (188 | ) | 8 |
| 7 |
| (997 | ) | (1,170 | ) | |||||
Cash paid for income taxes |
| (3 | ) | (6 | ) | (5 | ) | (2 | ) | (16 | ) | |||||
Amortization of acquisition-related intangible assets (other than software) |
| 3 |
| 3 |
| 3 |
| 3 |
| 12 |
| |||||
Restructuring charges (ii) |
| — |
| — |
| 3 |
| 5 |
| 8 |
| |||||
Loss on extinguishment & modification of debt (iii) |
| — |
| — |
| 100 |
| — |
| 100 |
| |||||
Costs related to public offerings (iv) |
| — |
| 1 |
| — |
| — |
| 1 |
| |||||
Adjusted Net income |
| $ | 8 |
| $ | 52 |
| $ | 62 |
| $ | 13 |
| $ | 135 |
|
(i) During fiscal 2015, the company recorded a $1,007 million tax benefit for the reversal of substantially all of the valuation allowance on its U.S. net deferred tax assets and a $189 million tax benefit for the reduction in unrecognized tax benefits as a result of IRS and state audit settlements.
(ii) Represents the costs incurred for strategic alignment of our workforce and branch closures or consolidations. These costs include occupancy costs, severance, relocation costs, and other costs incurred to exit a location.
(iii) Represents the loss on extinguishment of debt including the premium paid to repurchase or call the debt as well as the write-off of unamortized deferred financing costs, original issue discount, and other assets or liabilities associated with such debt. Also includes the costs of debt modifications.
(iv) Represents the costs expensed in connection with secondary offerings of the company’s common stock by certain of the company’s shareholders.