Fourth-Quarter 2016
- Revenue increased 5% to $633 million with 14% and 3% growth at AHS and Terminix, respectively
- Net income of $31 million, or $0.23 per share, versus $17 million, or $0.12 per share, a year ago
- Adjusted EBITDA (1) increased 16% to $144 million from $124 million a year ago
- Adjusted net income (2) of $60 million, or $0.44 per share, versus $45 million, or $0.33 per share, a year ago
Outlook Full Year 2017
- Revenue between $2,885 million and $2,915 million, or growth over prior year between 5% and 6%, and Adjusted EBITDA between $700 million and $715 million, or growth between 5% and 7% over prior year
ServiceMaster
Global Holdings, Inc. (NYSE: SERV), a leading provider of
essential residential and commercial services, today announced unaudited
fourth-quarter and full year 2016 results. For the fourth-quarter, the
company reported a year-over-year revenue increase of 5 percent, and,
for the full year, the company reported a year-over-year revenue
increase of 6 percent. Both the fourth quarter and full year increases
in revenue were driven primarily by organic growth at American Home
Shield (“AHS”), the impacts of acquiring Alterra Pest Control, LLC
(“Alterra”) in November 2015, OneGuard Home Warranties (“OneGuard”) in
June 2016 and Landmark Home Warranty (“Landmark”) in November 2016.
Fourth-quarter 2016 net income was $31 million, or $0.23 per share,
versus $17 million, or $0.12 per share, in the same period in 2015. Full
year 2016 net income was $155 million, or $1.13 per share, versus full
year 2015 net income of $160 million, or $1.17 per share. Pre-tax income
includes charges for fumigation related matters of $93 million in the
full year 2016 and $9 million in the fourth-quarter and full year 2015,
an insurance reserve adjustment of $23 million in the full year 2016 and
a loss on extinguishment of debt of $32 million in the fourth-quarter
and full year 2016 and $58 million in the full year 2015. Additionally,
fourth-quarter and full year 2015 include an estimated charge relating
to our voluntary correction proposal to our 401(k) plan for $23 million.
Fourth-quarter 2016 Adjusted EBITDA was $144 million, a year-over-year
increase of $20 million, or 16 percent, primarily driven by an increase
in Adjusted EBITDA of $18 million at AHS. Full year 2016 Adjusted EBITDA
was $667 million, a year-over-year increase of $45 million, or 7
percent, driven largely by increases at Terminix and AHS of $24 million
and $15 million, respectively.
Fourth-quarter 2016 adjusted net income was $60 million, or $0.44 per
share, versus $45 million, or $0.33 per share, for the same period in
2015. Full year 2016 adjusted net income was $281 million, or $2.04 per
share, versus full year 2015 adjusted net income of $245 million, or
$1.80 per share.
Rob Gillette, ServiceMaster’s chief executive officer, noted: “This was
another solid quarter. At American Home Shield, both revenue and
Adjusted EBITDA growth increased as we continue to focus on streamlining
operations, growing organically and capitalizing on recent acquisitions.
At Terminix, our investment in our termite business continues to show
progress as year-over-year sales and revenue continue to grow.
Challenges remain in our pest control business but we are confident the
operational changes we are making will improve customer service and
retention and result in solid growth in the future.”
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
Year Ended December 31,
|
$ millions
|
|
2016
|
|
2015
|
|
B/(W)
|
|
2016
|
|
2015
|
|
B/(W)
|
Revenue
|
|
$
|
633
|
|
|
$
|
601
|
|
|
$
|
32
|
|
|
$
|
2,746
|
|
|
$
|
2,594
|
|
|
$
|
152
|
|
YoY growth
|
|
|
|
|
|
|
|
|
|
|
5.3
|
%
|
|
|
|
|
|
|
|
|
|
|
5.9
|
%
|
Gross Margin
|
|
|
288
|
|
|
|
261
|
|
|
|
27
|
|
|
|
1,298
|
|
|
|
1,219
|
|
|
|
79
|
|
% of revenue
|
|
|
45.5
|
%
|
|
|
43.4
|
%
|
|
|
2.1
|
pts
|
|
|
47.3
|
%
|
|
|
47.0
|
%
|
|
|
0.3
|
pts
|
SG&A
|
|
|
(166)
|
|
|
|
(154)
|
|
|
|
(12)
|
|
|
|
(711)
|
|
|
|
(666)
|
|
|
|
(45)
|
|
% of revenue
|
|
|
26.2
|
%
|
|
|
25.6
|
%
|
|
|
(0.6)
|
pts
|
|
|
25.9
|
%
|
|
|
25.7
|
%
|
|
|
(0.2)
|
pts
|
Income from Continuing Operations before Income Taxes
|
|
|
41
|
|
|
|
33
|
|
|
|
8
|
|
|
|
241
|
|
|
|
270
|
|
|
|
(29)
|
|
% of revenue
|
|
|
6.5
|
%
|
|
|
5.5
|
%
|
|
|
1.0
|
pts
|
|
|
8.8
|
%
|
|
|
10.4
|
%
|
|
|
(1.6)
|
pts
|
Net Income
|
|
|
31
|
|
|
|
17
|
|
|
|
14
|
|
|
|
155
|
|
|
|
160
|
|
|
|
(5)
|
|
% of revenue
|
|
|
4.9
|
%
|
|
|
2.8
|
%
|
|
|
2.1
|
pts
|
|
|
5.6
|
%
|
|
|
6.2
|
%
|
|
|
(0.6)
|
pts
|
Adjusted Net Income
(2)
|
|
|
60
|
|
|
|
45
|
|
|
|
15
|
|
|
|
281
|
|
|
|
245
|
|
|
|
36
|
|
% of revenue
|
|
|
9.5
|
%
|
|
|
7.5
|
%
|
|
|
2.0
|
pts
|
|
|
10.2
|
%
|
|
|
9.4
|
%
|
|
|
0.8
|
pts
|
Adjusted EBITDA
(1)
|
|
|
144
|
|
|
|
124
|
|
|
|
20
|
|
|
|
667
|
|
|
|
622
|
|
|
|
45
|
|
% of revenue
|
|
|
22.7
|
%
|
|
|
20.6
|
%
|
|
|
2.1
|
pts
|
|
|
24.3
|
%
|
|
|
24.0
|
%
|
|
|
0.3
|
pts
|
Net Cash Provided from Operating Activities from Continuing
Operations
|
|
|
111
|
|
|
|
108
|
|
|
|
3
|
|
|
|
325
|
|
|
|
398
|
|
|
|
(73)
|
|
Free Cash Flow
(3)
|
|
|
100
|
|
|
|
98
|
|
|
|
2
|
|
|
|
270
|
|
|
|
358
|
|
|
|
(88)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Performance
|
Revenue and Adjusted EBITDA for each reportable segment and
Corporate were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, 2016
|
|
Year Ended December 31, 2016
|
|
|
Revenue
|
|
Adjusted EBITDA
|
|
Revenue
|
|
Adjusted EBITDA
|
$ millions
|
|
2016
|
|
B/(W) vs. PY
|
|
2016
|
|
B/(W) vs. PY
|
|
2016
|
|
B/(W) vs. PY
|
|
2016
|
|
B/(W) vs. PY
|
Terminix
|
|
$
|
349
|
|
$
|
9
|
|
|
$
|
73
|
|
|
$
|
(3)
|
|
|
$
|
1,524
|
|
$
|
80
|
|
|
$
|
371
|
|
|
$
|
24
|
|
YoY growth / % of revenue
|
|
|
|
|
|
2.6
|
%
|
|
|
20.9
|
%
|
|
|
(1.5)
|
pts
|
|
|
|
|
|
5.5
|
%
|
|
|
24.3
|
%
|
|
|
0.3
|
pts
|
American Home Shield
|
|
|
234
|
|
|
28
|
|
|
|
50
|
|
|
|
18
|
|
|
|
1,020
|
|
|
103
|
|
|
|
220
|
|
|
|
15
|
|
YoY growth / % of revenue
|
|
|
|
|
|
13.6
|
%
|
|
|
21.4
|
%
|
|
|
5.9
|
pts
|
|
|
|
|
|
11.2
|
%
|
|
|
21.6
|
%
|
|
|
(0.8)
|
pts
|
Franchise Services Group
|
|
|
50
|
|
|
(4)
|
|
|
|
21
|
|
|
|
2
|
|
|
|
200
|
|
|
(32)
|
|
|
|
79
|
|
|
|
2
|
|
YoY growth / % of revenue
|
|
|
|
|
|
(7.4)
|
%
|
|
|
42.0
|
%
|
|
|
6.8
|
pts
|
|
|
|
|
|
(13.8)
|
%
|
|
|
39.5
|
%
|
|
|
6.3
|
pts
|
Corporate
(4)
|
|
|
1
|
|
|
—
|
|
|
|
—
|
|
|
|
3
|
|
|
|
2
|
|
|
—
|
|
|
|
(3)
|
|
|
|
6
|
|
Total
|
|
$
|
633
|
|
$
|
32
|
|
|
$
|
144
|
|
|
$
|
20
|
|
|
$
|
2,746
|
|
$
|
152
|
|
|
$
|
667
|
|
|
$
|
45
|
|
YoY growth / % of revenue
|
|
|
|
|
|
5.3
|
%
|
|
|
22.7
|
%
|
|
|
2.1
|
pts
|
|
|
|
|
|
5.9
|
%
|
|
|
24.3
|
%
|
|
|
0.3
|
pts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A reconciliation of both adjusted net income and Adjusted EBITDA to net
income, as well as a reconciliation of free cash flow to net cash
provided from operating activities from continuing operations, are set
forth below in this press release.
Terminix
Terminix reported a 3 percent year-over-year revenue increase in the
fourth-quarter of 2016, driven by the impact of the Alterra acquisition
in November 2015 and organic growth, primarily driven by improved
pricing. Adjusted EBITDA decreased 4 percent, or $3 million, versus
prior year, primarily reflecting a $4 million increase in production
labor costs associated with the company’s effort to improve customer
service, $2 million increase in technology costs and $2 million increase
in other costs, offset, in part, by $4 million from the conversion of
higher revenue and $1 million decrease in fuel costs.
For the year, Terminix reported a 6 percent year-over-year revenue
increase, driven by the impact of the Alterra acquisition in November
2015 and organic growth, primarily driven by improved pricing. Adjusted
EBITDA increased 7 percent, or $24 million, versus prior year, primarily
reflecting $36 million from the conversion of higher revenue, $5 million
decrease in fuel costs, and $1 million decrease in other costs, offset,
in part, by $12 million increase in technology costs and $6 million
increase in production labor costs associated with the company’s effort
to improve customer service.
American Home Shield
American Home Shield reported a 14 percent year-over-year revenue
increase in the fourth-quarter of 2016 driven by growth in the number of
home warranties, improved pricing and the impact of the OneGuard and
Landmark acquisitions in June and November 2016, respectively. AHS’s
organic revenue growth was 8 percent in the fourth-quarter versus prior
year.
For the quarter, Adjusted EBITDA increased 56 percent, or $18 million,
versus prior year, primarily reflecting a $6 million increase from the
conversion of higher revenue, $11 million decrease in contractor claims
costs primarily associated with prior year use of out of network
contractors, and $2 million of Adjusted EBITDA associated with the
OneGuard and Landmark acquisitions, offset, in part, by a $1 million
increase in technology costs.
For the year, American Home Shield reported an 11 percent year-over-year
revenue increase, driven by growth in the number of home warranties,
improved pricing and the impact of the OneGuard and Landmark
acquisitions. AHS’s organic revenue growth was 9 percent versus prior
year. Adjusted EBITDA increased 7 percent, or $15 million, versus prior
year, primarily reflecting a $33 million increase from the conversion of
higher revenue and $4 million of Adjusted EBITDA associated with the
OneGuard and Landmark acquisitions, offset, in part, by a $12 million
increase in sales and marketing costs, a $7 million increase in
technology costs and a $3 million decrease in investment income.
Franchise Services Group
The Franchise Services Group reported a 7 percent year-over-year revenue
decrease in the fourth-quarter of 2016 driven by the conversion of
company-owned Merry Maids branches to franchises, offset, in part, by
higher fee revenue. Adjusted EBITDA increased 11 percent, or $2 million,
versus prior year, primarily reflecting higher fee revenue.
For the year, the Franchise Services Group reported a 14 percent
year-over-year revenue decrease primarily driven by the conversion of
company-owned Merry Maids branches to franchises and a decrease in other
revenue, offset, in part, by higher fee revenue. Adjusted EBITDA
increased 3 percent or $2 million versus prior year, primarily
reflecting $6 million in cost reductions, offset, in part, by a $3
million loss of EBITDA from previously company-owned Merry Maid branches
converted to franchises and $1 million decrease from the conversion of
lower revenue.
Cash Flow
For the year ended December 31, 2016, net cash provided from operating
activities from continuing operations decreased to $325 million from
$398 million for the year ended December 31, 2015. During the year ended
December 31, 2016, payments in connection with the settlements of
fumigation related matters totaled $90 million ($56 million, net of tax).
Net cash used for investing activities from continuing operations was
$133 million for the year ended December 31, 2016 compared to $98
million for the year ended December 31, 2015.
Net cash used for financing activities from continuing operations was
$102 million for the year ended December 31, 2016 compared to $381
million for the year ended December 31, 2015. During the year ended
December 31, 2015, the company paid down approximately $340 million in
debt. During the year ended December 31, 2016, we used $60 million to
purchase 1.6 million shares of company stock and refinanced our prior
$2.4 billion term loan with a new $1.650 billion term loan and $750
million of unsecured debt.
Free cash flow(3) was $270 million for the year ended
December 31, 2016 compared to $358 million for the year ended December
31, 2015.
Other Matters
Fumigation Related Matters
As previously disclosed, on January 20, 2017, the company entered into a
new plea agreement in connection with the investigation initiated by the
United States Department of Justice (DOJ) related to the U.S. Virgin
Islands matter. Under the terms of the new plea agreement we have agreed
to pay fines, community service and government costs totaling up to $10
million, which is equivalent in total amount to the financial terms
under the superseding plea agreement that was previously rejected by the
court. Unlike the superseding plea agreement, however, the new plea
agreement is non-binding on the court. It is possible that
the court could use its discretion to impose fines or other terms
different than those in the new plea agreement. The new plea agreement
is subject to the approval of the court and, if approved, will resolve
the federal criminal consequences associated with the DOJ investigation.
Share Repurchase Program
On February 23, 2016, the company’s board of directors authorized a
three-year share repurchase program, under which the company may
purchase up to $300 million of outstanding shares of common stock.
During the fourth-quarter and full year 2016, the company purchased
224,772 shares and 1,646,716 shares, respectively, of common stock at an
average price paid per share of $35.57 and $36.65, respectively.
Additionally, year-to-date through February 17, 2017, the company
purchased 1.1 million shares of common stock at an average price paid
per share of $37.50.
Refinancing of Term Loan B Facility
On November 8, 2016, the company refinanced its prior Term Loan B due
2021 and $300 million revolving credit facility due 2019 with the
proceeds of a new $1.650 billion Term Loan B due 2023, a new $300
million revolving credit facility due 2021 and $750 million of unsecured
debt maturing in 2024.
Landmark Home Warranty acquisition
On November 30, 2016, American
Home Shield acquired Landmark
Home Warranty. The acquisition expands the company's home warranty
footprint in Arizona, Idaho, Nevada, Oregon, Texas and Utah. Based in
Salt Lake City, Landmark has provided affordable and comprehensive home
warranties to customers since 2004.
Executive Transition
On January 18, 2017, the company announced that Senior Vice President
and Chief Financial Officer Alan Haughie will retire in March 2017,
following the announcement of the Company’s financial results for the
quarter and year ended December 31, 2016 and the filing of its Annual
Report on Form 10-K for the year ended December 31, 2016 (“2016 10-K”).
The Company also announced that Anthony (Tony) DiLucente has joined the
Company as a Senior Vice President and will assume the role of Chief
Financial Officer after the filing of the 2016 10-K.
Full-Year 2017 Outlook
The company expects full-year 2017 revenue to range from $2,885 million
to $2,915 million, or an increase of between 5 percent and 6 percent
compared to 2016. Full-year 2017 Adjusted EBITDA is anticipated to range
from $700 million to $715 million, or an increase of 5 percent to 7
percent compared to 2016. Our 2017 outlook excludes the impact of
potential acquisitions.
The company expects organic revenue growth at Terminix to range from 1
percent to 2 percent for full-year 2017 compared to prior year and, for
the first-quarter of 2017, the company expects Terminix organic revenue
growth to be flat compared to prior year. The company expects Terminix
organic revenue growth to accelerate in the second half of 2017 as
Terminix’s focus on customer service drives higher retention of our pest
control customers. The company expects Terminix to incur additional
labor costs associated with service delivery improvement in 2017
resulting in Adjusted EBITDA margins remaining flat to down 1 percent
compared to 2016.
The company expects American Home Shield full-year 2017 revenue growth
to range from 12 percent to 14 percent.
A reconciliation of the forward-looking 2017 Adjusted EBITDA outlook to
net income is not being provided as the company does not currently have
sufficient data to accurately estimate the variables and individual
adjustments for such reconciliation.
Fourth-Quarter and Full Year 2016 Earnings Conference Call
The company will discuss its fourth-quarter and full year 2016 financial
and operating results during a conference call at 8 a.m. central time (9
a.m. eastern time) today, February 23, 2017. To participate on the
conference call, interested parties should call 888.612.1053 (or
international participants, 303.223.2694). Additionally, the conference
call will be available via webcast. A slide presentation highlighting
the company’s results will also be available. To participate via webcast
and view the slide presentation, visit the company’s investor
relations home page. The call will be available for replay until
March 25, 2017. To access the replay of this call, please call
800.633.8284 and enter reservation number 21842769 (international
participants: 402.977.9140, reservation number 21842769). You may also
review the webcast on the company’s investor
relations home page.
About ServiceMaster
ServiceMaster Global Holdings, Inc. is a leading provider of essential
residential and commercial services, operating through an extensive
service network of more than 8,000 company-owned locations and franchise
and license agreements. The company’s portfolio of well-recognized
brands includes American Home Shield (home warranties), AmeriSpec (home
inspections), Furniture Medic (furniture and cabinet repair), Merry
Maids (residential cleaning), ServiceMaster Clean (janitorial),
ServiceMaster Restore (disaster restoration) and Terminix (termite and
pest control). The company is headquartered in Memphis, Tenn. Go to www.servicemaster.com
for more information about ServiceMaster or follow the company at twitter.com/ServiceMaster
or Facebook.com/ServiceMaster.
Information Regarding Forward-Looking Statements
This press release contains forward-looking statements and cautionary
statements, including 2017 revenue and Adjusted EBITDA outlook and
approval of the U.S. Virgin Islands new plea agreement. 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 other
comparable terms. Forward-looking statements are subject to known and
unknown risks and uncertainties, many of which may be beyond our
control, including, without limitation, the risks and uncertainties
discussed in the “Risk Factors” and “Information Regarding
Forward-Looking Statements” sections in the company’s reports filed with
the U.S. Securities and Exchange Commission. We caution you that
forward-looking statements are not guarantees of future performance or
outcomes and that actual performance and outcomes, including, without
limitation, our actual results of operations, financial condition and
liquidity, and the development of the market segments in which we
operate, may differ materially from those made in or suggested by the
forward-looking statements contained in this press release.
Additional factors that could cause actual results and outcomes to
differ from those reflected in forward-looking statements include,
without limitation, lawsuits, enforcement actions and other claims by
third parties or governmental authorities; compliance with, or violation
of environmental health and safety laws and regulations; 401(k) Plan
corrective contribution; the effects of our substantial indebtedness;
changes in interest rates, because a significant portion of our
indebtedness bears interest at variable rates; weakening general
economic conditions; weather conditions and seasonality; the success of
our business strategies, and costs associated with restructuring
initiatives. The company assumes no obligation to update the information
contained herein, which speaks only as of the date hereof.
Non-GAAP Financial Measures
This press release contains certain non-GAAP financial measures.
Non-GAAP measures should not be considered as an alternative to GAAP
financial measures. Non-GAAP measures may not be calculated or
comparable to similarly titled measures of other companies. See non-GAAP
reconciliations below in this press release for a reconciliation of
these measures to the most directly comparable GAAP financial measures.
Adjusted EBITDA, adjusted net income, adjusted earnings per share 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 measures derived in
accordance with GAAP. Management uses these non-GAAP financial measures
to facilitate operating performance and liquidity comparisons, as
applicable, from period to period. We believe these non-GAAP financial
measures are useful for investors, analysts and other interested parties
as they facilitate company-to-company operating and liquidity
performance 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.
_________________________________________________
(1) Adjusted EBITDA is defined as net income 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; and other
non-operating expenses. The company’s definition of Adjusted EBITDA may
not be comparable to similarly titled measures of other companies.
(2) Adjusted net income is defined as net income before: amortization
expense; 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 income taxes; loss on
extinguishment of debt; and the tax impact of the aforementioned
adjustments. The company’s definition of adjusted net income may not be
comparable to similarly titled measures of other companies. Adjusted
earnings per share is calculated as adjusted net income divided by the
weighted-average diluted common shares outstanding.
(3)Free cash flow is defined as net cash provided from operating
activities from continuing operations less property additions.
(4)Corporate includes The ServiceMaster Acceptance Company Limited
Partnership (SMAC) and the unallocated expenses of our headquarters
function.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SERVICEMASTER GLOBAL HOLDINGS, INC.
|
Consolidated Statements of Operations and Comprehensive Income
|
(In millions, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Year Ended
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Revenue
|
|
|
$
|
633
|
|
$
|
601
|
|
$
|
2,746
|
|
$
|
2,594
|
Cost of services rendered and products sold
|
|
|
|
345
|
|
|
340
|
|
|
1,448
|
|
|
1,375
|
Selling and administrative expenses
|
|
|
|
166
|
|
|
154
|
|
|
711
|
|
|
666
|
Amortization expense
|
|
|
|
8
|
|
|
6
|
|
|
33
|
|
|
38
|
401(k) Plan corrective contribution
|
|
|
|
1
|
|
|
23
|
|
|
2
|
|
|
23
|
Fumigation related matters
|
|
|
|
—
|
|
|
9
|
|
|
93
|
|
|
9
|
Insurance reserve adjustment
|
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
Impairment of software and other related costs
|
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
Restructuring charges
|
|
|
|
4
|
|
|
1
|
|
|
17
|
|
|
5
|
Gain on sale of Merry Maids branches
|
|
|
|
—
|
|
|
(2)
|
|
|
(2)
|
|
|
(7)
|
Interest expense
|
|
|
|
38
|
|
|
38
|
|
|
153
|
|
|
167
|
Interest and net investment income
|
|
|
|
(1)
|
|
|
(1)
|
|
|
(6)
|
|
|
(9)
|
Loss on extinguishment of debt
|
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|
58
|
Income from Continuing Operations before Income Taxes
|
|
|
|
41
|
|
|
33
|
|
|
241
|
|
|
270
|
Provision for income taxes
|
|
|
|
9
|
|
|
16
|
|
|
85
|
|
|
107
|
Equity in losses of joint venture
|
|
|
|
—
|
|
|
—
|
|
|
(1)
|
|
|
—
|
Income from Continuing Operations
|
|
|
|
31
|
|
|
17
|
|
|
155
|
|
|
162
|
Loss from discontinued operations, net of income taxes
|
|
|
|
—
|
|
|
—
|
|
|
(1)
|
|
|
(2)
|
Net Income
|
|
|
$
|
31
|
|
$
|
17
|
|
$
|
155
|
|
$
|
160
|
Total Comprehensive Income
|
|
|
$
|
47
|
|
$
|
17
|
|
$
|
173
|
|
$
|
147
|
Weighted-average common shares outstanding - Basic
|
|
|
|
134.9
|
|
|
135.4
|
|
|
135.3
|
|
|
135.0
|
Weighted-average common shares outstanding - Diluted
|
|
|
|
136.6
|
|
|
136.9
|
|
|
137.3
|
|
|
136.6
|
Basic Earnings (Loss) Per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from Continuing Operations
|
|
|
$
|
0.23
|
|
$
|
0.13
|
|
$
|
1.15
|
|
$
|
1.20
|
Loss from discontinued operations, net of income taxes
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.01)
|
Net Income
|
|
|
|
0.23
|
|
|
0.12
|
|
|
1.14
|
|
|
1.19
|
Diluted Earnings (Loss) Per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from Continuing Operations
|
|
|
$
|
0.23
|
|
$
|
0.12
|
|
$
|
1.13
|
|
$
|
1.19
|
Loss from discontinued operations, net of income taxes
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.01)
|
Net Income
|
|
|
|
0.23
|
|
|
0.12
|
|
|
1.13
|
|
|
1.17
|
|
|
|
|
|
|
|
|
|
SERVICEMASTER GLOBAL HOLDINGS, INC.
|
Consolidated Statements of Financial Position
|
(In millions, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
|
As of
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2016
|
|
|
2015
|
Assets:
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
$
|
291
|
|
|
$
|
296
|
Marketable securities
|
|
|
|
25
|
|
|
|
24
|
Receivables, less allowances of $22 and $23, respectively
|
|
|
|
536
|
|
|
|
487
|
Inventories
|
|
|
|
43
|
|
|
|
40
|
Prepaid expenses and other assets
|
|
|
|
70
|
|
|
|
54
|
Deferred customer acquisition costs
|
|
|
|
34
|
|
|
|
32
|
Total Current Assets
|
|
|
|
998
|
|
|
|
933
|
Other Assets:
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
|
210
|
|
|
|
160
|
Goodwill
|
|
|
|
2,247
|
|
|
|
2,129
|
Intangible assets, primarily trade names, service marks and
trademarks, net
|
|
|
|
1,708
|
|
|
|
1,704
|
Restricted cash
|
|
|
|
95
|
|
|
|
—
|
Notes receivable
|
|
|
|
37
|
|
|
|
32
|
Long-term marketable securities
|
|
|
|
19
|
|
|
|
57
|
Other assets
|
|
|
|
71
|
|
|
|
83
|
Total Assets
|
|
|
$
|
5,386
|
|
|
$
|
5,098
|
Liabilities and Shareholders' Equity:
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
$
|
112
|
|
|
$
|
110
|
Accrued liabilities:
|
|
|
|
|
|
|
|
|
Payroll and related expenses
|
|
|
|
54
|
|
|
|
64
|
Self-insured claims and related expenses
|
|
|
|
111
|
|
|
|
106
|
Accrued interest payable
|
|
|
|
16
|
|
|
|
10
|
Other
|
|
|
|
60
|
|
|
|
59
|
Deferred revenue
|
|
|
|
629
|
|
|
|
552
|
Current portion of long-term debt
|
|
|
|
59
|
|
|
|
54
|
Total Current Liabilities
|
|
|
|
1,042
|
|
|
|
955
|
Long-Term Debt
|
|
|
|
2,772
|
|
|
|
2,698
|
Other Long-Term Liabilities:
|
|
|
|
|
|
|
|
|
Deferred taxes
|
|
|
|
719
|
|
|
|
687
|
Other long-term obligations, primarily self-insured claims
|
|
|
|
167
|
|
|
|
213
|
Total Other Long-Term Liabilities
|
|
|
|
886
|
|
|
|
901
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
Shareholders’ Equity:
|
|
|
|
|
|
|
|
|
Common stock $0.01 par value (authorized 2,000,000,000 shares with
144,339,338 shares issued and 135,030,283 outstanding at December
31, 2016 and 143,170,897 shares issued and 135,511,176 outstanding
at December 31, 2015)
|
|
|
|
2
|
|
|
|
2
|
Additional paid-in capital
|
|
|
|
2,274
|
|
|
|
2,245
|
Accumulated deficit
|
|
|
|
(1,405)
|
|
|
|
(1,560)
|
Accumulated other comprehensive loss
|
|
|
|
(3)
|
|
|
|
(21)
|
Less common stock held in treasury, at cost (9,309,055 shares at
December 31, 2016 and 7,659,721 shares at December 31, 2015)
|
|
|
|
(182)
|
|
|
|
(122)
|
Total Shareholders' Equity
|
|
|
|
686
|
|
|
|
545
|
Total Liabilities and Shareholders' Equity
|
|
|
$
|
5,386
|
|
|
$
|
5,098
|
|
|
|
|
|
|
|
|
|
SERVICEMASTER GLOBAL HOLDINGS, INC.
Consolidated Statements of Cash Flows
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2016
|
|
|
2015
|
Cash and Cash Equivalents and Restricted Cash at Beginning of
Period
|
|
|
$
|
296
|
|
|
$
|
389
|
Cash Flows from Operating Activities from Continuing Operations:
|
|
|
|
|
|
|
|
|
Net Income
|
|
|
|
155
|
|
|
|
160
|
Adjustments to reconcile net loss to net cash provided from
operating activities:
|
|
|
|
|
|
|
|
|
Loss from discontinued operations, net of income taxes
|
|
|
|
1
|
|
|
|
2
|
Equity in losses of joint venture
|
|
|
|
1
|
|
|
|
—
|
Depreciation expense
|
|
|
|
61
|
|
|
|
47
|
Amortization expense
|
|
|
|
33
|
|
|
|
38
|
Amortization of debt issuance costs
|
|
|
|
5
|
|
|
|
5
|
401(k) Plan corrective contribution
|
|
|
|
2
|
|
|
|
23
|
Fumigation related matters
|
|
|
|
93
|
|
|
|
9
|
Payments on fumigation related matters
|
|
|
|
(90)
|
|
|
|
(1)
|
Insurance reserve adjustment
|
|
|
|
23
|
|
|
|
—
|
Impairment of software and other related costs
|
|
|
|
1
|
|
|
|
—
|
Gain on sale of Merry Maids branches
|
|
|
|
(2)
|
|
|
|
(7)
|
Loss on extinguishment of debt
|
|
|
|
32
|
|
|
|
58
|
Deferred income tax provision
|
|
|
|
22
|
|
|
|
60
|
Stock-based compensation expense
|
|
|
|
13
|
|
|
|
10
|
Gain on sales of marketable securities
|
|
|
|
(3)
|
|
|
|
(6)
|
Other
|
|
|
|
(3)
|
|
|
|
8
|
Change in working capital, net of acquisitions:
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
|
(40)
|
|
|
|
(44)
|
Inventories and other current assets
|
|
|
|
(6)
|
|
|
|
5
|
Accounts payable
|
|
|
|
7
|
|
|
|
18
|
Deferred revenue
|
|
|
|
44
|
|
|
|
38
|
Accrued liabilities
|
|
|
|
(28)
|
|
|
|
1
|
Accrued interest payable
|
|
|
|
6
|
|
|
|
(24)
|
Accrued restructuring charges
|
|
|
|
7
|
|
|
|
(2)
|
Current income taxes
|
|
|
|
(8)
|
|
|
|
2
|
Net Cash Provided from Operating Activities from Continuing
Operations
|
|
|
|
325
|
|
|
|
398
|
Cash Flows from Investing Activities from Continuing Operations:
|
|
|
|
|
|
|
|
|
Property additions
|
|
|
|
(56)
|
|
|
|
(40)
|
Sale of equipment and other assets
|
|
|
|
8
|
|
|
|
14
|
Business acquisitions, net of cash acquired
|
|
|
|
(121)
|
|
|
|
(92)
|
Purchases of available-for-sale securities
|
|
|
|
(6)
|
|
|
|
(6)
|
Sales and maturities of available-for-sale securities
|
|
|
|
49
|
|
|
|
32
|
Origination of notes receivables
|
|
|
|
(100)
|
|
|
|
(98)
|
Collections on notes receivables
|
|
|
|
97
|
|
|
|
92
|
Other investments
|
|
|
|
(3)
|
|
|
|
—
|
Net Cash Used for Investing Activities from Continuing Operations
|
|
|
|
(133)
|
|
|
|
(98)
|
Cash Flows from Financing Activities from Continuing Operations:
|
|
|
|
|
|
|
|
|
Borrowings of debt
|
|
|
|
2,400
|
|
|
|
583
|
Payments of debt
|
|
|
|
(2,417)
|
|
|
|
(923)
|
Discount paid on issuance of debt
|
|
|
|
(4)
|
|
|
|
(2)
|
Debt issuance costs paid
|
|
|
|
(34)
|
|
|
|
(5)
|
Call premium paid on retirement of debt
|
|
|
|
—
|
|
|
|
(49)
|
Repurchase of common stock
|
|
|
|
(60)
|
|
|
|
—
|
Issuance of common stock
|
|
|
|
13
|
|
|
|
16
|
Net Cash Used for Financing Activities from Continuing Operations
|
|
|
|
(102)
|
|
|
|
(381)
|
Cash Flows from Discontinued Operations:
|
|
|
|
|
|
|
|
|
Cash used for operating activities
|
|
|
|
—
|
|
|
|
(11)
|
Net Cash Used for Discontinued Operations
|
|
|
|
—
|
|
|
|
(11)
|
Effect of Exchange Rate Changes on Cash
|
|
|
|
—
|
|
|
|
(2)
|
Cash Increase (Decrease) During the Period
|
|
|
|
89
|
|
|
|
(92)
|
Cash and Cash Equivalents and Restricted Cash at End of Period
|
|
|
$
|
386
|
|
|
$
|
296
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents reconciliations of adjusted net
income to net income for the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
(In millions, except per share data)
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
Net Income
|
|
|
$
|
31
|
|
|
$
|
17
|
|
|
$
|
155
|
|
|
$
|
160
|
Amortization expense
|
|
|
|
8
|
|
|
|
6
|
|
|
|
33
|
|
|
|
38
|
401(k) Plan corrective contribution
|
|
|
|
1
|
|
|
|
23
|
|
|
|
2
|
|
|
|
23
|
Fumigation related matters
|
|
|
|
—
|
|
|
|
9
|
|
|
|
93
|
|
|
|
9
|
Insurance reserve adjustment
|
|
|
|
—
|
|
|
|
—
|
|
|
|
23
|
|
|
|
—
|
Restructuring charges
|
|
|
|
4
|
|
|
|
1
|
|
|
|
17
|
|
|
|
5
|
Gain on sale of Merry Maids branches
|
|
|
|
—
|
|
|
|
(2)
|
|
|
|
(2)
|
|
|
|
(7)
|
Impairment of software and other related costs
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1
|
|
|
|
—
|
Loss from discontinued operations, net of income taxes
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1
|
|
|
|
2
|
Loss on extinguishment of debt
|
|
|
|
32
|
|
|
|
—
|
|
|
|
32
|
|
|
|
58
|
Tax impact of adjustments
|
|
|
|
(17)
|
|
|
|
(9)
|
|
|
|
(73)
|
|
|
|
(42)
|
Adjusted Net Income
|
|
|
$
|
60
|
|
|
$
|
45
|
|
|
$
|
281
|
|
|
$
|
245
|
Weighted average diluted common shares outstanding
|
|
|
|
136.6
|
|
|
|
136.9
|
|
|
|
137.3
|
|
|
|
136.6
|
Adjusted earnings per share
|
|
|
$
|
0.44
|
|
|
$
|
0.33
|
|
|
$
|
2.04
|
|
|
$
|
1.80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents reconciliations of free cash flow to
net cash provided from operating activities from continuing
operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
(In millions)
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
Net Cash Provided from Operating Activities from Continuing
Operations
|
|
|
$
|
111
|
|
|
$
|
108
|
|
|
$
|
325
|
|
|
$
|
398
|
Property additions
|
|
|
|
(11)
|
|
|
|
(10)
|
|
|
|
(56)
|
|
|
|
(40)
|
Free Cash Flow
|
|
|
$
|
100
|
|
|
$
|
98
|
|
|
$
|
270
|
|
|
$
|
358
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents reconciliations of Adjusted EBITDA to
net income for the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
(In millions)
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
Terminix
|
|
|
$
|
73
|
|
|
$
|
76
|
|
|
$
|
371
|
|
|
$
|
347
|
American Home Shield
|
|
|
|
50
|
|
|
|
32
|
|
|
|
220
|
|
|
|
205
|
Franchise Services Group
|
|
|
|
21
|
|
|
|
19
|
|
|
|
79
|
|
|
|
77
|
Corporate
|
|
|
|
—
|
|
|
|
(3)
|
|
|
|
(3)
|
|
|
|
(9)
|
Adjusted EBITDA
|
|
|
$
|
144
|
|
|
$
|
124
|
|
|
$
|
667
|
|
|
$
|
622
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense
|
|
|
|
(26)
|
|
|
|
(18)
|
|
|
|
(94)
|
|
|
|
(84)
|
401(k) Plan corrective contribution
|
|
|
|
(1)
|
|
|
|
(23)
|
|
|
|
(2)
|
|
|
|
(23)
|
Fumigation related matters
|
|
|
|
—
|
|
|
|
(9)
|
|
|
|
(93)
|
|
|
|
(9)
|
Insurance reserve adjustment
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(23)
|
|
|
|
—
|
Non-cash stock-based compensation expense
|
|
|
|
(3)
|
|
|
|
(3)
|
|
|
|
(13)
|
|
|
|
(10)
|
Restructuring charges
|
|
|
|
(4)
|
|
|
|
(1)
|
|
|
|
(17)
|
|
|
|
(5)
|
Gain on sale of Merry Maids branches
|
|
|
|
—
|
|
|
|
2
|
|
|
|
2
|
|
|
|
7
|
Non-cash impairment of software and other related costs
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1)
|
|
|
|
—
|
Loss from discontinued operations, net of income taxes
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1)
|
|
|
|
(2)
|
Provision for income taxes
|
|
|
|
(9)
|
|
|
|
(16)
|
|
|
|
(85)
|
|
|
|
(107)
|
Loss on extinguishment of debt
|
|
|
|
(32)
|
|
|
|
—
|
|
|
|
(32)
|
|
|
|
(58)
|
Interest expense
|
|
|
|
(38)
|
|
|
|
(38)
|
|
|
|
(153)
|
|
|
|
(167)
|
Other non-operating expenses
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(3)
|
Net Income
|
|
|
$
|
31
|
|
|
$
|
17
|
|
|
$
|
155
|
|
|
$
|
160
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terminix Segment
|
Revenue by service line is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
|
2016
|
|
2015
|
|
Growth
|
|
Acquired
|
|
Organic
|
Pest Control(1)
|
|
|
$
|
209
|
|
$
|
207
|
|
$
|
2
|
|
|
1
|
%
|
|
$
|
7
|
|
|
3
|
%
|
|
$
|
(5)
|
|
|
(2)
|
%
|
Termite and Other Services(2)
|
|
|
|
120
|
|
|
115
|
|
|
5
|
|
|
4
|
%
|
|
|
1
|
|
|
1
|
%
|
|
|
4
|
|
|
3
|
%
|
Other
|
|
|
|
20
|
|
|
19
|
|
|
1
|
|
|
5
|
%
|
|
|
—
|
|
|
—
|
%
|
|
|
1
|
|
|
5
|
%
|
Total revenue
|
|
|
$
|
349
|
|
$
|
340
|
|
$
|
9
|
|
|
3
|
%
|
|
$
|
8
|
|
|
2
|
%
|
|
$
|
1
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
|
2016
|
|
2015
|
|
Growth
|
|
Acquired
|
|
Organic
|
Pest Control(1)
|
|
|
$
|
875
|
|
$
|
812
|
|
$
|
63
|
|
|
8
|
%
|
|
$
|
55
|
|
|
7
|
%
|
|
$
|
8
|
|
|
1
|
%
|
Termite and Other Services(2)
|
|
|
|
571
|
|
|
559
|
|
|
13
|
|
|
2
|
%
|
|
|
5
|
|
|
1
|
%
|
|
|
8
|
|
|
1
|
%
|
Other
|
|
|
|
77
|
|
|
73
|
|
|
4
|
|
|
5
|
%
|
|
|
—
|
|
|
—
|
%
|
|
|
4
|
|
|
5
|
%
|
Total revenue
|
|
|
$
|
1,524
|
|
$
|
1,444
|
|
$
|
80
|
|
|
6
|
%
|
|
$
|
60
|
|
|
4
|
%
|
|
$
|
20
|
|
|
1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) For the three months and year ended December 31, 2016, organic pest
control revenue growth was negatively impacted by a $2 million revenue
decline associated with Alterra. To the extent the impact of the Alterra
acquisition is excluded, organic pest control revenue growth would be
negative 1 percent for the fourth-quarter and 1 percent for the full
year.
(2) Termite renewal revenue comprised 47 percent and 48 percent of total
revenue from Termite and Other Services for the fourth-quarter of 2016
and 2015, respectively. For the full year 2016 and 2015, termite renewal
revenue comprised 51 percent and 50 percent, respectively, of total
revenue from Termite and Other Services.
|
|
|
|
|
|
|
|
American Home Shield Segment
The table below presents selected operating metrics related to
renewable customer counts and customer retention.
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
|
|
2016
(1)
|
|
2015
|
Growth in Home Warranties
|
|
|
15
|
%
|
|
7
|
%
|
Customer Retention Rate
|
|
|
76
|
%
|
|
75
|
%
|
|
|
|
|
|
|
|
|
(1) As of December 31, 2016, excluding the OneGuard and Landmark
accounts acquired on June 27, 2016 and November 30, 2016, respectively,
the growth in home warranties was 7 percent, and, excluding all OneGuard
and Landmark accounts, the customer retention rate for our American Home
Shield segment was 75 percent.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Franchise Services Group Segment
|
Revenue by service line is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Year Ended
|
|
% of
|
|
|
|
December 31,
|
|
December 31,
|
|
Revenue
|
(In millions)
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
Royalty Fees
|
|
|
$
|
30
|
|
$
|
28
|
|
$
|
120
|
|
$
|
117
|
|
60
|
%
|
Company-Owned Merry Maids Branches
|
|
|
|
—
|
|
|
6
|
|
|
8
|
|
|
42
|
|
4
|
%
|
Janitorial National Accounts
|
|
|
|
11
|
|
|
11
|
|
|
43
|
|
|
41
|
|
21
|
%
|
Sales of Products
|
|
|
|
5
|
|
|
5
|
|
|
16
|
|
|
18
|
|
8
|
%
|
Other
|
|
|
|
4
|
|
|
4
|
|
|
14
|
|
|
14
|
|
7
|
%
|
Total revenue
|
|
|
$
|
50
|
|
$
|
54
|
|
$
|
200
|
|
$
|
232
|
|
100
|
%
|
ServiceMaster Global Holdings, Inc.
Investor Relations:
James Shields, 901-597-6839
James.Shields@servicemaster.com
or
Media:
Peter Tosches, 901-597-8449
Peter.Tosches@servicemaster.com