CNM 8-K
Core & Main, Inc. (CNM)
8-K
2022-09-13
For: 2022-09-13
View Original
Added on
April 07, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
___________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 13, 2022
___________________________
(Exact name of registrant as specified in its charter)
___________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(314 ) 432-4700
(Registrant’s telephone number, including area code)
N/A
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Conditions
On September 13, 2022, Core & Main, Inc. (“Core & Main”) issued a press release announcing its results of operations for the fiscal second quarter and six months ended July 31, 2022. A copy of the press release is attached hereto as Exhibit 99.1.
On September 13, 2022, Core & Main posted to the “Investor Relations” section of its website the presentation that accompanied the earnings conference call. A copy of the investor presentation is attached hereto as Exhibit 99.2.
The information provided pursuant to this Item 2.02 and in Exhibit 99.1 and Exhibit 99.2 is being “furnished” herewith and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by Core & Main under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filings, except as shall be expressly set forth by specific reference in any such filings.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)* | |||||||
* Filed herewith.
** Furnished herewith.
SIGNATURES
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.
| Core & Main, Inc. | ||||||||
| By: | /s/ Stephen O. LeClair | |||||||
| Name: | Stephen O. LeClair | |||||||
| Title: | Chief Executive Officer | |||||||
Date: September 13, 2022
Core & Main Announces Record Fiscal 2022 Second Quarter Results
ST. LOUIS, Sept. 13, 2022—Core & Main, Inc. (NYSE: CNM), a leading specialized distributor of water, wastewater, storm drainage and fire protection products, and related services, today announced financial results for the second fiscal quarter ended July 31, 2022.
Fiscal 2022 Second Quarter Highlights (Compared with Fiscal 2021 Second Quarter)
•Net sales increased 43.4% to $1,861 million
•Gross profit margin increased 190 basis points to 26.9%
•Net income increased $172 million to $182 million
•Adjusted EBITDA (Non-GAAP) increased 78.7% to $277 million
•Adjusted EBITDA margin (Non-GAAP) increased 300 basis points to 14.9%
•Net Debt Leverage (Non-GAAP) of 1.9x as of July 31, 2022
•Remained active in M&A during and subsequent to the quarter, closing the Earthsavers Erosion Control and Inland Water Works Supply Co. acquisitions, and signing a definitive agreement to acquire the municipal waterworks division of Trumbull Industries, Inc. and an affiliated entity
•Raising expectation for fiscal 2022 Adjusted EBITDA to be in the range of $840 to $890 million, representing year-over-year growth of 39% to 47%
"I am pleased to report another record quarter as we continue to build on our momentum, achieving solid growth in both net sales and Adjusted EBITDA," said Steve LeClair, chief executive officer of Core & Main.
"This is a remarkable accomplishment considering our strong performance in the same period last year. Our teams are utilizing our best-in-class capabilities and executing at a high level to support our customers, suppliers and communities. Our customers remain busy, and we continue to experience healthy demand across each of our end markets and product lines. During the quarter, we improved our margins by executing our gross margin enhancement initiatives, achieving strong operating leverage and passing through rising material costs."
LeClair concluded, "We remain active in M&A, driving sustainable growth through acquisitions. During and subsequent to the quarter, we closed the Earthsavers Erosion Control and Inland Water Works Supply Co. acquisitions, and signed a definitive agreement to acquire the municipal waterworks division of Trumbull Industries. These businesses align well with our core M&A strategy, offering expansion into new geographies, access to new product lines and the addition of key talent. While the near-term environment remains dynamic with inflation, supply chain challenges and broader economic uncertainty, we are confident that the underlying demand trends, our robust M&A pipeline and strategic initiatives will position us for sustainable growth."
Three Months Ended July 31, 2022
Net sales for the three months ended July 31, 2022 increased $563 million, or 43.4%, to $1,861 million compared with $1,298 million for the three months ended August 1, 2021. The increase in net sales was primarily attributable to price inflation, volume growth and acquisitions, with price inflation representing approximately three-fourths of the net sales increase. The volume increases were driven by market volume growth and share gains in part due to preferred access to products during a period of material shortages, which helped drive growth across all product lines. Net sales growth for pipes, valves & fittings and storm drainage products benefited from price inflation, end-market growth and acquisitions. Net sales growth for fire protection products also benefited from price inflation and end-market growth. Net sales of meter products grew at a slower pace primarily due to continued shortages of semi-conductor chips that are components of certain smart meter products.
Gross profit for the three months ended July 31, 2022 increased $176 million, or 54.2%, to $501 million compared with $325 million for the three months ended August 1, 2021. The increase in net sales contributed an additional $141 million of gross profit and the increase in gross profit as a percentage of net sales contributed $35 million. Gross profit as a percentage of net sales for the three months ended July 31, 2022 was 26.9% compared with 25.0% for the three months ended August 1, 2021. The overall increase in gross profit as a percentage of net sales was primarily attributable to strategic inventory investments ahead of announced price increases, a favorable pricing environment, the execution of our gross margin initiatives and accretive acquisitions.
Selling, general and administrative (“SG&A”) expenses for the three months ended July 31, 2022 increased $38 million, or 19.8%, to $230 million compared with $192 million during the three months ended August 1, 2021. The increase was primarily attributable to an increase of $39 million in personnel expenses, which was primarily driven by higher variable compensation costs and headcount from acquisitions. In addition, distribution and facility costs increased related to volume, inflation and acquisitions. These factors were partially offset by a $15 million decrease related to equity-based compensation expense due to accounting for a modification to equity awards in the prior year period. SG&A expenses as a percentage of net sales was 12.4% for the three months ended July 31, 2022 compared with 14.8% for the three months ended August 1, 2021. The decrease was attributable to our ability to leverage our fixed costs and lower equity-based compensation expense during fiscal 2022.
Net income for the three months ended July 31, 2022 increased $172 million to $182 million compared with $10 million for the three months ended August 1, 2021. The increase in net income was primarily attributable to higher operating income, the $50 million loss on debt modification and extinguishment and equity award modification expense, both of which occurred in fiscal 2021, and lower interest expense, partially offset by an increase in income taxes.
Adjusted EBITDA for the three months ended July 31, 2022 increased $122 million, or 78.7%, to $277 million compared with $155 million for the three months ended August 1, 2021. Growth in Adjusted EBITDA was primarily attributable to higher net sales, improved gross profit margins, and leveraging our cost structure on the increase in net sales. Adjusted EBITDA margin increased 300 basis points to 14.9% from 11.9% in the prior year period.
Six Months Ended July 31, 2022
Net sales for the six months ended July 31, 2022 increased $1,106 million, or 47.0%, to $3,459 million compared with $2,353 million for the six months ended August 1, 2021. The increase in net sales was primarily attributable to price inflation, volume growth and acquisitions, with price inflation representing approximately three-fourths of the net sales increase. The volume increases were driven by market volume growth and share gains in part due to preferred access to products during a period of material shortages, which helped drive growth across all product lines. Net sales growth for pipes, valves & fittings and storm drainage products benefited from price inflation, end-market growth and acquisitions. Net sales growth for fire protection products also benefited from price inflation and end-market growth. Net sales of meter products grew at a slower pace primarily due to continued shortages of semi-conductor chips that are components of certain smart meter products.
Gross profit for the six months ended July 31, 2022 increased $340 million, or 58.4%, to $922 million compared with $582 million for the six months ended August 1, 2021. The increase in net sales contributed an additional $273 million of gross profit and the increase in gross profit as a percentage of net sales contributed $67 million. Gross profit as a percentage of net sales for the six months ended July 31, 2022 was 26.7% compared with 24.7% for the six months ended August 1, 2021. The overall increase in gross profit as a percentage of net sales was primarily attributable to strategic inventory investments ahead of announced price increases, a favorable pricing environment, the execution of our gross margin initiatives and accretive acquisitions.
SG&A expenses for the six months ended July 31, 2022 increased $90 million, or 26.0%, to $436 million compared with $346 million during the six months ended August 1, 2021. The increase was primarily attributable to an increase of $76 million in personnel expenses, which was primarily driven by higher variable compensation costs and headcount from acquisitions. In addition, distribution and facility costs increased related to volume, inflation and acquisitions. These factors were partially offset by a $13 million decrease related to equity-based compensation expense due to accounting for a modification to equity awards in the prior year period. SG&A expenses as a percentage of net sales was 12.6% for the six months ended July 31, 2022 compared with 14.7% for the six months ended August 1, 2021. The decrease was attributable to our ability to leverage our fixed costs and lower equity-based compensation expense during fiscal 2022.
Net income for the six months ended July 31, 2022 increased $282 million to $319 million compared with $37 million for the six months ended August 1, 2021. The increase in net income was primarily attributable to higher operating income, the $50 million loss on debt modification and extinguishment and equity award modification expense, both of which occurred in fiscal 2021, and lower interest expense, partially offset by an increase in income taxes.
Adjusted EBITDA for the six months ended July 31, 2022 increased $232 million, or 87.9%, to $496 million compared with $264 million for the six months ended August 1, 2021. Growth in Adjusted EBITDA was primarily attributable to higher net sales, improved gross profit margins, and leveraging our cost structure on the increase in net sales. Adjusted EBITDA margin increased 310 basis points to 14.3% from 11.2% in the prior year period.
Capital Structure and Liquidity
Net Debt, calculated as gross consolidated debt net of cash and cash equivalents, as of July 31, 2022 was $1,627 million. Net Debt Leverage (defined as the ratio of net debt to Adjusted EBITDA for the last 12 months) was 1.9x, an improvement of 1.4x from August 1, 2021. The improvement was attributable to an increase in Adjusted EBITDA, partially offset by $142 million of borrowings under our Senior ABL Credit Facility.
On July 29, 2022, we amended the terms of the credit agreement governing our senior asset-based revolving credit facility (the "Senior ABL Credit Facility") in order to, among other things, increase the aggregate amount of commitments by $400 million to $1,250 million, subject to borrowing base availability. The Senior ABL Credit Facility has a maturity date of July 27, 2026.
As of July 31, 2022, Core & Main had total liquidity of $1,099 million, consisting of excess availability under our Senior ABL Credit Facility, which is net of $142 million of borrowings and approximately $9 million of outstanding letters of credit.
Fiscal 2022 Outlook
"We expect continued growth in the second half of the year despite the strong growth we achieved in the same period last year," LeClair continued. "We remain confident in the long-term stability of our business and end markets, as roughly 50% of our net sales is driven by non-discretionary repair & replacement activity. Executing our operating priorities and capitalizing on our industry-leading position will allow us to sustain solid growth for the full-year. We are raising our expectation for fiscal 2022 Adjusted EBITDA to be in the range of $840 to $890 million, representing year-over-year growth of 39% to 47%. This reflects our growing confidence in the stability of demand despite the current economic backdrop."
Conference Call & Webcast Information
Core & Main will host a conference call and webcast on September 13, 2022 at 8:30 a.m. EDT to discuss the Company's financial results. The live webcast will be accessible via the events calendar at ir.coreandmain.com. The conference call also may be accessed by dialing (844) 200-6205 or +1 (929) 526-1599 (international). The passcode for the live call is 284832. To ensure participants are connected for the full call, please dial in at least 10 minutes prior to the start of the call.
An archived version of the webcast will be available immediately following the call. A slide presentation highlighting Core & Main’s results and key performance indicators will also be made available on the Investor Relations section of Core & Main’s website prior to the call.
About Core & Main
Based in St. Louis, Core & Main is a leading specialized distributor of water, wastewater, storm drainage and fire protection products, and related services, to municipalities, private water companies and professional contractors across municipal, non-residential and residential end markets nationwide. With approximately 300 locations, the company provides its customers local expertise backed by a national supply chain. Core & Main’s 4,100 associates are committed to helping their communities thrive with safe and sustainable infrastructure. Visit coreandmain.com to learn more.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this press release include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include information concerning Core & Main’s financial and operating outlook, as well as any other statement that does not directly relate to any historical or current fact. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “forecasts,” “expects,” “intends,” “plans,” “anticipates,” “projects,” “outlook,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “preliminary,” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give you no assurance these expectations will prove to have been correct. These forward-looking statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements.
Factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation, declines, volatility and cyclicality in the U.S. residential and non-residential construction markets; slowdowns in municipal infrastructure spending and delays in appropriations of federal funds; price fluctuations in our product costs, particularly with respect to the commodity-based products that we sell; our ability to manage our inventory effectively, including during periods of supply chain disruptions; our ability to obtain product; general business and economic conditions; risks involved with acquisitions and other strategic transactions, including our ability to identify, acquire, close or integrate acquisition targets successfully; the impact of seasonality and weather-related impacts, including natural disasters or similar extreme weather events; the fragmented and highly competitive markets in which we compete and consolidation within our industry; our ability to competitively bid for municipal and private contracts; the development of alternatives to distributors of our products in the supply chain; our ability to hire, engage and retain key personnel, including sales representatives, qualified branch, district and region managers and senior management; our ability to identify, develop and maintain relationships with a sufficient number of qualified suppliers and the potential that our exclusive or restrictive supplier distribution rights are terminated; the availability and cost of freight and energy, such as fuel; the ability of our customers to make payments on credit sales; changes in supplier rebates or other terms of our supplier agreements; our ability to identify and introduce new products and product lines effectively; the spread of, and response to, COVID-19, and the inability to predict the ultimate impact on us; costs and potential liabilities or obligations imposed by environmental, health and safety laws and requirements; regulatory change and the costs of compliance with regulation; exposure to product liability, construction defect and warranty claims and other litigation and legal proceedings; potential harm to our reputation; difficulties with or interruptions of our fabrication services; safety and labor risks associated with the distribution of our products as well as work stoppages and other disruptions due to labor disputes; impairment in the carrying value of goodwill, intangible assets or other long-lived assets; the domestic and international political environment with regard to trade relationships and tariffs, as well as difficulty sourcing products as a result of import constraints; our ability to operate our business consistently through highly dispersed locations across the United States; interruptions in the proper functioning of our information technology systems, including from cybersecurity threats; risks associated with raising capital; our ability to continue our customer relationships with short-term contracts; risks associated with exporting our products internationally; our ability to renew or replace our existing leases on favorable terms or at all; our ability to maintain effective internal controls over financial reporting and remediate any material weaknesses; our substantial indebtedness and the potential that we may incur additional indebtedness; the limitations and restrictions in the agreements governing our indebtedness, the Second Amended and Restated Agreement of Limited Partnership of Core & Main Holdings, LP, as amended, and the Tax Receivable Agreements (each as defined in our Quarterly Report on Form 10-Q for the three months ended July 31, 2022); increases in interest rates and the impact of transitioning from LIBOR as the benchmark rate in contracts; changes in our credit ratings and outlook; our ability to generate the significant amount of cash needed to service our indebtedness; our organizational structure, including our payment obligations under the Tax Receivable Agreements, which may be significant; our ability to sustain an active, liquid trading market for our Class A common stock; the significant influence that Clayton, Dubilier & Rice, LLC ("CD&R") has over us and potential conflicts between the interests of CD&R and other stockholders; and risks related to other factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 30, 2022.
Additional information concerning these and other factors can be found in our filings with the Securities and Exchange Commission. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
Contact:
Robyn Bradbury
VP, Finance & Investor Relations
(314) 995-9116
CORE & MAIN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Amounts in millions (except share and per share data), unaudited
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| July 31, 2022 | August 1, 2021 | July 31, 2022 | August 1, 2021 | ||||||||||||||||||||
| Net sales | $ | 1,861 | $ | 1,298 | $ | 3,459 | $ | 2,353 | |||||||||||||||
| Cost of sales | 1,360 | 973 | 2,537 | 1,771 | |||||||||||||||||||
| Gross profit | 501 | 325 | 922 | 582 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, general and administrative | 230 | 192 | 436 | 346 | |||||||||||||||||||
| Depreciation and amortization | 34 | 33 | 69 | 67 | |||||||||||||||||||
| Total operating expenses | 264 | 225 | 505 | 413 | |||||||||||||||||||
| Operating income | 237 | 100 | 417 | 169 | |||||||||||||||||||
| Interest expense | 17 | 37 | 30 | 73 | |||||||||||||||||||
| Loss on debt modification and extinguishment | — | 50 | — | 50 | |||||||||||||||||||
| Income before provision for income taxes | 220 | 13 | 387 | 46 | |||||||||||||||||||
| Provision for income taxes | 38 | 3 | 68 | 9 | |||||||||||||||||||
| Net income | 182 | 10 | 319 | 37 | |||||||||||||||||||
| Less: net income (loss) attributable to non-controlling interests | 67 | (17) | 118 | (17) | |||||||||||||||||||
Net income attributable to Core & Main, Inc. (1) | $ | 115 | $ | 27 | $ | 201 | $ | 54 | |||||||||||||||
Earnings per share (2) | |||||||||||||||||||||||
| Basic | $ | 0.69 | $ | (0.14) | $ | 1.20 | $ | (0.14) | |||||||||||||||
| Diluted | $ | 0.67 | $ | (0.14) | $ | 1.17 | $ | (0.14) | |||||||||||||||
Number of shares used in computing EPS (2) | |||||||||||||||||||||||
| Basic | 167,876,179 | 138,978,366 | 167,708,034 | 138,978,366 | |||||||||||||||||||
| Diluted | 246,175,878 | 138,978,366 | 246,160,811 | 138,978,366 | |||||||||||||||||||
(1) For the three and six months ended August 1, 2021, the net income (loss) attributable to Core & Main, Inc. includes net income prior to the Reorganization Transactions (as defined in Note 1 to the condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the three months ended July 31, 2022) of $47 million and $74 million, respectively, and a net loss subsequent to the Reorganization Transactions of $20 million for both periods.
(2) For the three and six months ended August 1, 2021, this represents basic and diluted earnings per share of Class A common stock and weighted average shares of Class A common stock outstanding for the period from July 23, 2021 through August 1, 2021, which is the period following the Reorganization Transactions described in Note 1. Refer to calculation of earnings per share in Note 10 to the condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the three months ended July 31, 2022.
CORE & MAIN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
Amounts in millions (except share and per share data), unaudited
| July 31, 2022 | January 30, 2022 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | — | $ | 1 | |||||||
Receivables, net of allowance for credit losses of $8 and $5, respectively | 1,264 | 884 | |||||||||
| Inventories | 1,166 | 856 | |||||||||
| Prepaid expenses and other current assets | 31 | 26 | |||||||||
| Total current assets | 2,461 | 1,767 | |||||||||
| Property, plant and equipment, net | 101 | 94 | |||||||||
| Operating lease right-of-use assets | 166 | 152 | |||||||||
| Intangible assets, net | 824 | 871 | |||||||||
| Goodwill | 1,527 | 1,515 | |||||||||
| Other assets | 69 | 35 | |||||||||
| Total assets | $ | 5,148 | $ | 4,434 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current maturities of long-term debt | $ | 15 | $ | 15 | |||||||
| Accounts payable | 826 | 608 | |||||||||
| Accrued compensation and benefits | 90 | 109 | |||||||||
| Current operating lease liabilities | 52 | 49 | |||||||||
| Other current liabilities | 96 | 58 | |||||||||
| Total current liabilities | 1,079 | 839 | |||||||||
| Long-term debt | 1,592 | 1,456 | |||||||||
| Non-current operating lease liabilities | 114 | 103 | |||||||||
| Deferred income taxes | 31 | 35 | |||||||||
| Payable to related parties pursuant to Tax Receivable Agreements | 148 | 153 | |||||||||
| Other liabilities | 19 | 17 | |||||||||
| Total liabilities | 2,983 | 2,603 | |||||||||
| Commitments and contingencies | |||||||||||
Class A common stock, par value $0.01 per share, 1,000,000,000 shares authorized, 167,963,575 and 167,522,403 shares issued and outstanding as of July 31, 2022 and January 30, 2022, respectively | 2 | 2 | |||||||||
Class B common stock, par value $0.01 per share, 500,000,000 shares authorized, 77,930,404 and 78,398,141 shares issued and outstanding as of July 31, 2022 and January 30, 2022, respectively | 1 | 1 | |||||||||
| Additional paid-in capital | 1,216 | 1,214 | |||||||||
| Retained earnings | 298 | 92 | |||||||||
| Accumulated other comprehensive income | 33 | 16 | |||||||||
| Total stockholders’ equity attributable to Core & Main, Inc. | 1,550 | 1,325 | |||||||||
| Non-controlling interests | 615 | 506 | |||||||||
| Total stockholders’ equity | 2,165 | 1,831 | |||||||||
| Total liabilities and stockholders’ equity | $ | 5,148 | $ | 4,434 | |||||||
CORE & MAIN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Amounts in millions, unaudited
| Six Months Ended | |||||||||||
| July 31, 2022 | August 1, 2021 | ||||||||||
| Cash Flows From Operating Activities: | |||||||||||
| Net income | $ | 319 | $ | 37 | |||||||
| Adjustments to reconcile net cash from operating activities: | |||||||||||
| Depreciation and amortization | 73 | 75 | |||||||||
| Provision for bad debt | 3 | 1 | |||||||||
| Equity-based compensation expense | 7 | 20 | |||||||||
| Loss on debt modification and extinguishment | — | 48 | |||||||||
| Other | (8) | (4) | |||||||||
| Changes in assets and liabilities: | |||||||||||
| (Increase) decrease in receivables | (376) | (277) | |||||||||
| (Increase) decrease in inventories | (298) | (209) | |||||||||
| (Increase) decrease in other assets | (7) | — | |||||||||
| Increase (decrease) in accounts payable | 217 | 239 | |||||||||
| Increase (decrease) in accrued liabilities | 9 | (24) | |||||||||
| Increase (decrease) in other liabilities | 1 | (5) | |||||||||
| Net cash used in operating activities | (60) | (99) | |||||||||
| Cash Flows From Investing Activities: | |||||||||||
| Capital expenditures | (15) | (8) | |||||||||
| Acquisitions of businesses, net of cash acquired | (42) | — | |||||||||
| Settlement of interest rate swap | — | (5) | |||||||||
| Proceeds from the sale of property and equipment | 1 | — | |||||||||
| Net cash used in investing activities | (56) | (13) | |||||||||
| Cash Flows From Financing Activities: | |||||||||||
| IPO proceeds, net of underwriting discounts and commissions | — | 664 | |||||||||
| Payments for offering costs | — | (4) | |||||||||
| Distributions to non-controlling interest holders | (17) | (20) | |||||||||
| Borrowings on asset-based revolving credit facility | 214 | — | |||||||||
| Repayments on asset-based revolving credit facility | (72) | — | |||||||||
| Issuance of long-term debt | — | 1,500 | |||||||||
| Repayments of long-term debt | (8) | (2,311) | |||||||||
| Payment of debt redemption premiums | — | (18) | |||||||||
| Debt issuance costs | (2) | (13) | |||||||||
| Net cash provided by (used in) financing activities | 115 | (202) | |||||||||
| Decrease in cash and cash equivalents | (1) | (314) | |||||||||
| Cash and cash equivalents at the beginning of the period | 1 | 381 | |||||||||
| Cash and cash equivalents at the end of the period | $ | — | $ | 67 | |||||||
| Cash paid for interest | $ | 27 | $ | 102 | |||||||
| Cash paid for taxes | 62 | 15 | |||||||||
Non-GAAP Financial Measures
In addition to providing results that are determined in accordance with GAAP, we present EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and Net Debt Leverage, which are non-GAAP financial measures. These measures are not considered measures of financial performance or liquidity under GAAP and the items excluded therefrom are significant components in understanding and assessing our financial performance or liquidity. These measures should not be considered in isolation or as alternatives to GAAP measures such as net income or net income attributable to Core & Main, Inc., as applicable, cash provided by or used in operating, investing or financing activities or other financial statement data presented in our financial statements as an indicator of our financial performance or liquidity.
We define EBITDA as net income or net income attributable to Core & Main, Inc., as applicable, adjusted for non-controlling interests, depreciation and amortization, provision for income taxes and interest expense. We define Adjusted EBITDA as EBITDA as further adjusted for certain items management believes are not reflective of the underlying operations of our business, including (a) loss on debt modification and extinguishment, (b) equity-based compensation, (c) expenses associated with the IPO and subsequent secondary offering and (d) expenses associated with acquisition activities. Net income attributable to Core & Main, Inc. is the most directly comparable GAAP measure to EBITDA and Adjusted EBITDA. We define Adjusted EBITDA margin as Adjusted EBITDA divided by net sales. We define Net Debt Leverage as total consolidated debt (gross of unamortized discounts and debt issuance costs), net of cash and cash equivalents, divided by Adjusted EBITDA for the last twelve months.
We use EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and Net Debt Leverage to assess the operating results and effectiveness and efficiency of our business, Adjusted EBITDA includes amounts otherwise attributable to non-controlling interests as we manage the consolidated company and evaluate operating performance in a similar manner. We present these non-GAAP financial measures because we believe that investors consider them to be important supplemental measures of performance, and we believe that these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Non-GAAP financial measures as reported by us may not be comparable to similarly titled metrics reported by other companies and may not be calculated in the same manner. These measures have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. For example, EBITDA and Adjusted EBITDA:
• do not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on debt;
• do not reflect income tax expenses, the cash requirements to pay taxes or related distributions;
• do not reflect cash requirements to replace in the future any assets being depreciated and amortized; and
• exclude certain transactions or expenses as allowed by the various agreements governing our indebtedness.
EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and Net Debt Leverage are not alternative measures of financial performance or liquidity under GAAP and therefore should be considered in conjunction with net income, net income attributable to Core & Main, Inc. and other performance measures such as gross profit or net cash provided by or used in operating, investing or financing activities and not as alternatives to such GAAP measures. In evaluating Adjusted EBITDA, you should be aware that, in the future, we may incur expenses similar to those eliminated in this presentation.
No reconciliation of the estimated range for Adjusted EBITDA for fiscal 2022 is included herein because we are unable to quantify certain amounts that would be required to be included in net income attributable to Core & Main, Inc., the most directly comparable GAAP measure, without unreasonable efforts due to the high variability and difficulty to predict certain items excluded from Adjusted EBITDA. Consequently, we believe such reconciliation would imply a degree of precision that would be misleading to investors. In particular, the effects of acquisition expenses and associated taxes cannot be reasonably predicted in light of the inherent difficulty in quantifying such items on a forward-looking basis. We expect the variability of these excluded items may have an unpredictable, and potentially significant, impact on our future GAAP financial results.
The following tables set forth a reconciliation of net income or net income attributable to Core & Main, Inc. to EBITDA and Adjusted EBITDA, as applicable, for the periods presented, as well as a calculation of Adjusted EBITDA margin for the periods presented:
| (Amounts in millions, unaudited) | Three Months Ended | Six Months Ended | ||||||||||||||||||||||||
| July 31, 2022 | August 1, 2021 | July 31, 2022 | August 1, 2021 | |||||||||||||||||||||||
| Net income attributable to Core & Main, Inc. | $ | 115 | $ | 27 | $ | 201 | $ | 54 | ||||||||||||||||||
| Less: net income (loss) attributable to non-controlling interest | 67 | (17) | 118 | (17) | ||||||||||||||||||||||
| Net income | 182 | 10 | 319 | 37 | ||||||||||||||||||||||
Depreciation and amortization (1) | 34 | 34 | 70 | 69 | ||||||||||||||||||||||
| Provision for income taxes | 38 | 3 | 68 | 9 | ||||||||||||||||||||||
| Interest expense | 17 | 37 | 30 | 73 | ||||||||||||||||||||||
| EBITDA | $ | 271 | $ | 84 | $ | 487 | $ | 188 | ||||||||||||||||||
| Loss on debt modification and extinguishment | — | 50 | — | 50 | ||||||||||||||||||||||
| Equity-based compensation | 4 | 19 | 7 | 20 | ||||||||||||||||||||||
Acquisition expenses (2) | 2 | 1 | 2 | 3 | ||||||||||||||||||||||
Offering expenses (3) | — | 1 | — | 3 | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 277 | $ | 155 | $ | 496 | $ | 264 | ||||||||||||||||||
| Adjusted EBITDA Margin: | ||||||||||||||||||||||||||
| Net Sales | $ | 1,861 | $ | 1,298 | $ | 3,459 | $ | 2,353 | ||||||||||||||||||
| Adjusted EBITDA / Net Sales | 14.9 | % | 11.9 | % | 14.3 | % | 11.2 | % | ||||||||||||||||||
| (Amounts in millions, unaudited) | Twelve Months Ended | |||||||||||||
| July 31, 2022 | August 1, 2021 | |||||||||||||
| Net income attributable to Core & Main, Inc. | $ | 313 | $ | 76 | ||||||||||
| Less: net income (loss) attributable to non-controlling interest | 194 | (17) | ||||||||||||
| Net income | 507 | 59 | ||||||||||||
Depreciation and amortization (1) | 143 | 140 | ||||||||||||
| Provision for income taxes | 110 | 13 | ||||||||||||
| Interest expense | 55 | 144 | ||||||||||||
| EBITDA | $ | 815 | $ | 356 | ||||||||||
| Loss on debt modification and extinguishment | 1 | 50 | ||||||||||||
| Equity-based compensation | 12 | 22 | ||||||||||||
Acquisition expenses (2) | 6 | 7 | ||||||||||||
Offering expenses (3) | 2 | 3 | ||||||||||||
| Adjusted EBITDA | $ | 836 | $ | 438 | ||||||||||
(1)Includes depreciation of certain assets which are reflected in “cost of sales” in our Statement of Operations.
(2)Represents expenses associated with acquisition activities, including transaction costs, post-acquisition employee retention bonuses, severance payments, expense recognition of purchase accounting fair value adjustments (excluding amortization) and contingent consideration adjustments.
(3)Represents costs related to the IPO and Secondary Offering reflected in SG&A expenses in our Statement of Operations.
The following table sets forth a calculation of Net Debt Leverage for the periods presented:
| (Amounts in millions, unaudited) | As Of | |||||||||||||
| July 31, 2022 | August 1, 2021 | |||||||||||||
| Senior ABL Credit Facility due July 2026 | $ | 142 | $ | — | ||||||||||
| Senior Term Loan due July 2028 | 1,485 | 1,500 | ||||||||||||
| Total Debt | 1,627 | 1,500 | ||||||||||||
| Less: Cash & Cash Equivalents | — | (67) | ||||||||||||
| Net Debt | $ | 1,627 | $ | 1,433 | ||||||||||
| Twelve Months Ended Adjusted EBITDA | 836 | 438 | ||||||||||||
| Net Debt Leverage | 1.9x | 3.3x | ||||||||||||
Fiscal 2022 Second Quarter Results SEPTEMBER 13, 2022
© Core & Main All Rights Reserved. Confidential and Proprietary Information. CAUTIONARY STATEMENTS 2 Cautionary Note Regarding Forward-Looking Statements This presentation and accompanying discussion may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, all statements other than statements of historical facts contained in our accompanying Quarterly Report on Form 10-Q, including statements relating to our intentions, beliefs, assumptions or current expectations concerning, among other things, our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding expected growth, future capital expenditures and debt service obligations, and the anticipated impact of the novel coronavirus, or COVID-19, on our business, are forward-looking statements. Some of the 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 the negative versions of these words or other comparable terms. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be outside our control. 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 in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this presentation. In addition, even if our results of operations, financial condition and cash flows, and the development of the market in which we operate, are consistent with the forward-looking statements contained in this presentation, those results or developments may not be indicative of results or developments in subsequent periods. A number of important factors, including, without limitation, the risks and uncertainties discussed under the captions “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 30, 2022 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Quarterly Report on Form 10-Q, could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this presentation. Factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation: declines, volatility and cyclicality in the U.S. residential and non-residential construction markets; slowdowns in municipal infrastructure spending and delays in appropriations of federal funds; price fluctuations in our product costs, particularly with respect to the commodity-based products that we sell; our ability to manage our inventory effectively, including during periods of supply chain disruptions; our ability to obtain product; general business and economic conditions; risks involved with acquisitions and other strategic transactions, including our ability to identify, acquire, close or integrate acquisition targets successfully; the impact of seasonality and weather-related impacts, including natural disasters or similar extreme weather events; the fragmented and highly competitive markets in which we compete and consolidation within our industry; our ability to competitively bid for municipal and private contracts; the development of alternatives to distributors of our products in the supply chain; our ability to hire, engage and retain key personnel, including sales representatives, qualified branch, district and region managers and senior management; our ability to identify, develop and maintain relationships with a sufficient number of qualified suppliers and the potential that our exclusive or restrictive supplier distribution rights are terminated; the availability and cost of freight and energy, such as fuel; the ability of our customers to make payments on credit sales; changes in supplier rebates or other terms of our supplier agreements; our ability to identify and introduce new products and product lines effectively; the spread of, and response to, COVID-19, and the inability to predict the ultimate impact on us; costs and potential liabilities or obligations imposed by environmental, health and safety laws and requirements; regulatory change and the costs of compliance with regulation; exposure to product liability, construction defect and warranty claims and other litigation and legal proceedings; potential harm to our reputation; difficulties with or interruptions of our fabrication services; safety and labor risks associated with the distribution of our products as well as work stoppages and other disruptions due to labor disputes; impairment in the carrying value of goodwill, intangible assets or other long-lived assets; the domestic and international political environment with regard to trade relationships and tariffs, as well as difficulty sourcing products as a result of import constraints; our ability to operate our business consistently through highly dispersed locations across the United States; interruptions in the proper functioning of our information technology systems, including from cybersecurity threats; risks associated with raising capital; our ability to continue our customer relationships with short-term contracts; risks associated with exporting our products internationally; our ability to renew or replace our existing leases on favorable terms or at all; our ability to maintain effective internal controls over financial reporting and remediate any material weaknesses; our substantial indebtedness and the potential that we may incur additional indebtedness; the limitations and restrictions in the agreements governing our indebtedness, the Second Amended and Restated Agreement of Limited Partnership of Core & Main Holdings, LP, as amended, and the Tax Receivable Agreements (as defined in our Quarterly Report on Form 10-Q); increases in interest rates and the impact of transitioning from LIBOR (as defined in our Quarterly Report on Form 10-Q) as the benchmark rate in contracts; changes in our credit ratings and outlook; our ability to generate the significant amount of cash needed to service our indebtedness; our organizational structure, including our payment obligations under the Tax Receivable Agreements, which may be significant; our ability to sustain an active, liquid trading market for our Class A common stock; the significant influence that CD&R (as defined in our Quarterly Report on Form 10-Q) has over us and potential conflicts between the interests of CD&R and other stockholders; and risks related to other factors described under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 30, 2022. These factors are not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, which speak only as of the date of this presentation. Use of Non-GAAP Financial Measures In addition to providing results that are determined in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), we present EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income and Net Debt Leverage, all of which are non-GAAP financial measures. These measures are not considered measures of financial performance or liquidity under GAAP and the items excluded therefrom are significant components in understanding and assessing our financial performance or liquidity. These measures should not be considered in isolation or as alternatives to GAAP measures such as net income or net income attributable to Core & Main, Inc., as applicable, cash provided by or used in operating, investing or financing activities, or other financial statement data presented in the financial statements as an indicator of our financial performance or liquidity. We use EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income and Net Debt Leverage to assess the operating results and effectiveness and efficiency of our business. We present these non-GAAP financial measures because we believe investors consider them to be important supplemental measures of performance, and we believe that these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Non-GAAP financial measures as reported by us may not be comparable to similarly titled metrics reported by other companies and may not be calculated in the same manner. These measures have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Reconciliations of such non-GAAP measures to the most directly comparable GAAP measure and calculations of the non-GAAP measures are set forth in the appendix of this presentation. No reconciliation of the estimated range for Adjusted EBITDA for fiscal 2022 is included herein because we are unable to quantify certain amounts that would be required to be included in net income or net income attributable to Core & Main, Inc., as applicable, the most directly comparable GAAP measure, without unreasonable efforts due to the high variability and difficulty to predict certain items excluded from Adjusted EBITDA. Consequently, we believe such reconciliation would imply a degree of precision that would be misleading to investors. In particular, the effects of acquisition expenses and other one-time charges cannot be reasonably predicted in light of the inherent difficulty in quantifying such items on a forward-looking basis. We expect the variability of these excluded items may have an unpredictable, and potentially significant, impact on our future GAAP results. Presentation of Financial Information The accompanying financial information presents the results of operations, financial position and cash flows of Core & Main, Inc. (“Core & Main” or the “Company”) and its subsidiaries, which includes the consolidated financial information of Holdings and its consolidated subsidiary, Core & Main LP, as the legal entity that conducts the operations of the Company. Core & Main is the primary beneficiary and general partner of Holdings and has decision making authority that significantly affects the economic performance of the entity. As a result, Core & Main consolidates the consolidated financial statements of Holdings. All intercompany balances and transactions have been eliminated in consolidation. The Company records non-controlling interests related to Partnership Interests (as defined in our Quarterly Report on Form 10-Q) held by the Continuing Limited Partners (as defined in our Quarterly Report on Form 10-Q) in Holdings. The Company’s fiscal year is a 52- or 53-week period ending on the Sunday nearest to January 31st. Quarters within the fiscal year include 13-week periods, unless a fiscal year includes a 53rd week, in which case the fourth quarter of the fiscal year will be a 14-week period. Each of the three months ended July 31, 2022 and three months ended August 1, 2021 included 13 weeks and each of the the six months ended July 31, 2022 and six months ended August 1, 2021 included 26 weeks. The current fiscal year ending January 29, 2023 (“fiscal 2022”) will include 52 weeks.
© Core & Main All Rights Reserved. Confidential and Proprietary Information. TODAY’S PRESENTERS 3 Steve LeClair Chief Executive Officer Mark Witkowski Chief Financial Officer Robyn Bradbury VP, Finance & Investor Relations
© Core & Main All Rights Reserved. Confidential and Proprietary Information. BUSINESS UPDATE 4
© Core & Main All Rights Reserved. Confidential and Proprietary Information. Q2 2022 BUSINESS UPDATE 5 ✓ Delivered another record quarter as we continue to build on our momentum, achieving solid growth in both net sales and adjusted EBITDA ✓ Continue to drive market outperformance while navigating ongoing supply chain constraints and inflation ✓ Healthy demand across each of our end markets and product lines through the second quarter ✓ Well-positioned to execute through any economic cycle ✓ Remained active in M&A during and subsequent to the quarter – Closed the Earthsavers Erosion Control and Inland Water Works Supply acquisitions – Signed definitive agreement to acquire the municipal waterworks division of Trumbull Industries and an affiliated entity
© Core & Main All Rights Reserved. Confidential and Proprietary Information. Status Closed (June 2022) Closed (August 2022) Signed (August 2022) Number of Branches 3 1 4 Locations California California Ohio & Pennsylvania Product Line Geosynthetics Pipe, Valves & Fittings Storm Drainage Meters Pipe, Valves & Fittings Storm Drainage Meters Strategic Rationale Product Line Expansion Addition of Key Talent Geographic Expansion Addition of Key Talent Geographic Expansion Product Line Expansion Addition of Key Talent 6 DRIVING SUSTAINABLE GROWTH THROUGH M&A Combined Annualized Net Sales of ~$95M Earthsavers Erosion Control Municipal Waterworks Division of Trumbull Industries Inland Water Works Supply
© Core & Main All Rights Reserved. Confidential and Proprietary Information. GROWING NEED FOR WATER INFRASTRUCTURE REPAIR & REPLACEMENT 7 (1) Source: Mary Scott Nabers, Water Online (December 2020), “2021 Prime for Water Infrastructure Contracting Opportunities” (2) Source: Water Quality & Health Council, November 2017, “Water Loss: Challenges, Costs, and Opportunities” (3) Source: Bluefield Research, January 2020, “Water Industry 4.0: U.S. & Canada Digital Water Market Forecast, 2019-2030” (4) Source: U.S. Water Alliance, August 2020, “Value of Water Campaign” Aging Water Infrastructure 300K water main breaks per year(1) 16% average water loss among U.S. water utilities(2) $2.2 trillion estimated spending required for repairs and upgrades over next 20 years(4) 45 years average age of pipe in 2020, up from 25 years in 1970(3) Catastrophic Weather Events driving an infrastructure repair need
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 8 FINANCIAL HIGHLIGHTS
© Core & Main All Rights Reserved. Confidential and Proprietary Information. $61 $169 Q2'21 Q2'22 Q2 2022 OPERATING RESULTS 9 Net Sales Gross Profit Adjusted Net Income(1) Adjusted EBITDA(1) (1) Adjusted Net Income, Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Refer to the appendix of the presentation for a reconciliation to the nearest GAAP measure. % Margin(1) % Margin $1,298 $1,861 Q2'21 Q2'22 $325 $501 Q2'21 Q2'22 $155 $277 Q2'21 Q2'22 +43% 11.9% 14.9%+300 bps 25.0% 26.9%+190 bps +79% +54% ($ in Millions) ($ in Millions) ($ in Millions)($ in Millions) +177%
© Core & Main All Rights Reserved. Confidential and Proprietary Information. CASH FLOW & BALANCE SHEET HIGHLIGHTS 10 Operating Cash Flow Net Debt Leverage(5) Q2’21 Q2’22 Y-o-Y $ Adjusted EBITDA $155 $277 $122 Investment in Operating Capital(1) (169) (274) (105) Cash Interest (52) (15) 37 Cash Taxes(2) (8) (34) (26) Other(3) 19 23 4 Operating Cash Flow(4) ($55) ($23) $32 (1) Represents the sum of receivables, net of allowances for credit losses, and inventories less accounts payable, each as of quarter-end. (2) Represents operating cash taxes paid to the IRS and other state & local taxing authorities. Does not include the portion of our tax obligation distributed to non-controlling interest holders as a financing cash outflow. (3) Represents operating cash flow generated from other operating assets and liabilities. (4) Represents the cash flows provided by (used in) operating activities on a quarterly basis. See our condensed consolidated statement of cash flows in our Quarterly Report on Form 10-Q for the cash flows provided by (used in) operating activities for the six months ended July 31, 2022 and August 1, 2021. (5) Net Debt Leverage represents gross consolidated debt net of cash & cash equivalents divided by Adjusted EBITDA for the last twelve months, which is a non-GAAP financial measure. Refer to the appendix of the presentation for a reconciliation to the nearest GAAP measure. 3.3x 2.8x 2.5x 2.2x 1.9x Q2'21 Q3'21 Q4'21 Q1'22 Q2'22 ($ in Millions)
© Core & Main All Rights Reserved. Confidential and Proprietary Information. FISCAL 2022 OUTLOOK 11 Core & Main is strategically positioned for continued growth ▪ Demand trends remain positive despite weakening residential outlook and tough year- over-year comparisons ▪ Expect 26% to 32% net sales growth for fiscal 2022, supported by sustained pricing benefits, above-market growth initiatives and acquisitions ▪ Raising fiscal 2022 Adjusted EBITDA outlook to be in the range of $840 - $890 million ▪ Operating cash flow as a percent of Adjusted EBITDA expected to be 45% to 60% ▪ Continued M&A activity with growing pipeline
Appendix
© Core & Main All Rights Reserved. Confidential and Proprietary Information. PRODUCT & SERVICE OFFERING 13 Geosynthetics
© Core & Main All Rights Reserved. Confidential and Proprietary Information. GROWTH INITIATIVES 14 Sales Initiatives Margin Initiatives Private Label Pricing Analytics Innovation & Technology Category Management Optimization Greenfield Expansion Strategic Accounts Geosynthetics Smart Metering Treatment Plant Fusible HDPE Solutions Storm Drainage Fire Protection
© Core & Main All Rights Reserved. Confidential and Proprietary Information. TRACK RECORD OF ACQUISITIONS 15 Organic Growth Why We Succeed Acquisition Focus Acquirer of Choice ✓ Respected reputation in the industry ✓ Entrepreneurial culture ✓ Investment in our people ✓ Consolidate existing market positions ✓ Expand geographic footprint ✓ Product line expansion ✓ Expansion of presence in underpenetrated product categories ✓ Key talent and capability enhancement ✓ Dedicated & highly experienced M&A team ✓ Robust target pipeline ✓ Significant synergy opportunities ✓ Diligence execution and integration 2017 20222020 20212018 2019
© Core & Main All Rights Reserved. Confidential and Proprietary Information. RECONCILIATION OF NON-GAAP MEASURES 16 Adjusted EBITDA & Adjusted EBITDA Margin ($ in Millions) (1) Includes depreciation of certain assets which are reflected in “cost of sales” in our Statement of Operations. (2) Represents expenses associated with acquisition activities, including transaction costs, post-acquisition employee retention bonuses, severance payments, expense recognition of purchase accounting fair value adjustments (excluding amortization) and contingent consideration adjustments. (3) Represents costs related to the IPO and Secondary Offering reflected in SG&A expenses in our Statement of Operations. Three Months Ended Twelve Months Ended July 31, 2022 August 1, 2021 July 31, 2022 May 1, 2022 January 30, 2022 October 31, 2021 August 1, 2021 Net income attributable to Core & Main, Inc. $ 115 $ 27 $ 313 $ 225 $ 166 $ 118 $ 76 Less: net income (loss) attributable to non-controlling interest 67 (17) 194 110 59 28 (17) Net income 182 10 507 335 225 146 59 Depreciation and amortization(1) 34 34 143 143 142 142 140 Provision for income taxes 38 3 110 75 51 31 13 Interest expense 17 37 55 75 98 120 144 EBITDA $ 271 $ 84 $ 815 $ 628 $ 516 $ 439 $ 356 Loss on debt modification and extinguishment — 50 1 51 51 51 50 Equity-based compensation 4 19 12 27 25 23 22 Acquisition expenses(2) 2 1 6 5 7 8 7 Offering expenses(3) — 1 2 3 5 3 3 Adjusted EBITDA $ 277 $ 155 $ 836 $ 714 $ 604 $ 524 $ 438 Adjusted EBITDA Margin: Net Sales $ 1,861 $ 1,298 $ 6,110 $ 5,547 $ 5,004 $ 4,589 $ 4,197 Adjusted EBITDA / Net Sales 14.9% 11.9% 13.7% 12.9% 12.1% 11.4% 10.4%
© Core & Main All Rights Reserved. Confidential and Proprietary Information. RECONCILIATION OF NON-GAAP MEASURES 17 Adjusted Net Income ($ in Millions) Three Months Ended Six Months Ended July 31, 2022 August 1, 2021 July 31, 2022 August 1, 2021 Net income attributable to Core & Main, Inc. $ 115 $ 27 $ 201 $ 54 Less: Net loss attributable to non-controlling interests 67 (17) 118 (17) Pro forma income tax provision adjustment(1) (18) (2) (31) (6) Tax-effected net income $ 164 $ 8 $ 288 $ 31 Loss on debt modification and extinguishment — 50 — 50 Equity-based compensation 4 19 7 20 Acquisition expenses(2) 2 1 2 3 Offering expenses(3) — 1 — 3 Tax adjustment(4) (1) (18) (1) (19) Adjusted net income $ 169 $ 61 $ 296 $ 88 (1) Core & Main, Inc. is subject to U.S. federal, state and other income taxes with respect to its allocable share of any net taxable income of Core & Main Holdings, LP. The adjustment to the provision for income tax reflects the effective tax rates assuming Core & Main, Inc. owns 100% of Core & Main Holdings, LP. (2) Represents expenses associated with acquisition activities, including transaction costs, post-acquisition employee retention bonuses, severance payments, expense recognition of purchase accounting fair value adjustments (excluding amortization) and contingent consideration adjustments. (3) Represents costs related to the IPO and Secondary Offering reflected in SG&A expenses in our Statement of Operations. (4) Reflects the application of the annual effective tax rate after giving effect to the full exchange and elimination of the above adjustments. The effective tax rate for adjusted net income was 25.4% for the three months ended July 31, 2022 and 27.4% for the three months ended August 1, 2021. The effective tax rate for adjusted net income was 25.5% for the six months ended July 31, 2022 and 28.2% for the six months ended August 1, 2021.
© Core & Main All Rights Reserved. Confidential and Proprietary Information. RECONCILIATION OF NON-GAAP MEASURES 18 ($ in Millions) Net Debt Leverage As Of July 31, 2022 May 1, 2022 January 30, 2022 October 31, 2021 August 1, 2021 Senior ABL Credit Facility due July 2026 $ 142 $ 57 $ — $ — $ — Senior Term Loan due July 2028 1,485 1,489 1,493 1,496 1,500 Total Debt $ 1,627 $ 1,546 $ 1,493 $ 1,496 $ 1,500 Less: Cash & Cash Equivalents — (1) (1) (5) (67) Net Debt $ 1,627 $ 1,545 $ 1,492 $ 1,491 $ 1,433 Twelve Months Ended Adjusted EBITDA 836 714 604 524 438 Net Debt Leverage 1.9x 2.2x 2.5x 2.8x 3.3x