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0001856525false00018565252023-06-062023-06-06

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): June 6, 2023

___________________________

Core & Main, Inc.
(Exact name of registrant as specified in its charter)
___________________________
Delaware 001-40650 86-3149194
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)


1830 Craig Park Court
St. Louis, Missouri
63146
(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:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Class Trading Symbol Name of Each Exchange
on Which Registered
Class A common stock, par value $0.01 per share CNM New York Stock Exchange

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 June 6, 2023, Core & Main, Inc. (“Core & Main”) issued a press release announcing its results of operations for the fiscal first quarter ended April 30, 2023. A copy of the press release is attached hereto as Exhibit 99.1.

On June 6, 2023, 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: June 6, 2023

EX-99.1 2 cnmq12023earningspressrele.htm EX-99.1 Document

News Release

FOR IMMEDIATE RELEASE

Core & Main Announces Fiscal 2023 First Quarter Results

ST. LOUIS, June 6, 2023—Core & Main Inc. (NYSE: CNM), a leader in advancing reliable infrastructure with local service, nationwide, today announced financial results for the first quarter ended April 30, 2023.

Fiscal 2023 First Quarter Highlights (Compared with Fiscal 2022 First Quarter)

•Net sales decreased 1.5% to $1,574 million but increased 49.2% compared with the first quarter of fiscal 2021

•Gross profit margin increased 160 basis points to 27.9%

•Net income decreased 2.9% to $133 million

•Adjusted EBITDA (Non-GAAP) increased 0.5% to $220 million

•Adjusted EBITDA margin (Non-GAAP) increased 30 basis points to 14.0%

•Net cash provided by operating activities was $120 million compared with a $37 million outflow in the prior year

•Net Debt Leverage (Non-GAAP) was 1.7x as of April 30, 2023

•Executed a $332 million share repurchase concurrent with a 5-million share secondary offering, reducing diluted shares outstanding by 15-million

•Closed three acquisitions during the quarter and signed a definitive agreement to acquire another business subsequent to the quarter: Landscape & Construction Supplies, UPSCO, Midwest Pipe Supply and Foster Supply

•Opened new locations in San Diego, California and Lincoln, Nebraska

•Raising expectation for fiscal 2023 Adjusted EBITDA to be in the range of $820 to $880 million

"First quarter net sales finished in line with our expectations, reflecting a return to more typical seasonality for the first quarter," said Steve LeClair, chief executive officer of Core & Main. "We had an excellent quarter from a profitability standpoint, with Adjusted EBITDA margin increasing 30 basis points to a new first quarter record of 14.0%. Prices remained elevated against improving supply chains and gross margins outperformed our expectations, offsetting lower sales volume and inflationary cost pressure to deliver a solid Adjusted EBITDA outcome for the quarter."

"We made several growth investments during the quarter to expand our geographic footprint and make our products and expertise more accessible nationwide. Our record first quarter operating cash flow also contributed to the liquidity to fund a $332 million share repurchase from our majority shareholder, reducing our diluted share count by 15-million shares. Overall, our first quarter results highlight the strength of our business model, the diversity of our end markets and the hard work of our entire Core & Main team to provide our customers with local knowledge, local experience and local service, nationwide."

Three Months Ended April 30, 2023

Net sales for the three months ended April 30, 2023 decreased $24 million, or 1.5%, to $1,574 million compared with $1,598 million for the three months ended May 1, 2022. The decrease in net sales was primarily attributable to a reduction in new residential lot development and more typical seasonality compared with the prior year partially offset by higher selling prices and acquisitions. Net sales declines for pipes, valves & fittings were due to lower end-market volume partially offset by higher selling prices and acquisitions. Net sales growth for storm drainage benefited from acquisitions and higher selling prices. Net sales for fire protection products declined due to lower end-market volume. Net sales of meter products benefited from higher volumes due to an increasing adoption of smart meter technology by municipalities and an improving supply chain.

cont.


Gross profit for the three months ended April 30, 2023 increased $18 million, or 4.3%, to $439 million compared with $421 million for the three months ended May 1, 2022. Gross profit increased, despite a net sales decline, due to an increase in gross profit as a percentage of net sales. Gross profit as a percentage of net sales for the three months ended April 30, 2023 was 27.9% compared with 26.3% for the three months ended May 1, 2022. The overall increase in gross profit as a percentage of net sales was primarily attributable to strategic inventory investments ahead of announced price increases, the execution of our gross margin initiatives and accretive acquisitions.

Selling, general and administrative (“SG&A”) expenses for the three months ended April 30, 2023 increased $17 million, or 8.3%, to $223 million compared with $206 million during the three months ended May 1, 2022. The increase was primarily attributable to an increase of $10 million in personnel expenses, driven by higher labor costs and headcount from acquisitions partially offset by lower variable compensation costs. In addition, facility costs increased related to inflation and acquisitions. SG&A expenses as a percentage of net sales was 14.2% for the three months ended April 30, 2023 compared with 12.9% for the three months ended May 1, 2022. The increase was attributable to labor costs and inflation in facility costs partially offset by lower variable compensation costs.

Net income for the three months ended April 30, 2023 decreased $4 million, or 2.9%, to $133 million compared with $137 million for the three months ended May 1, 2022. The decrease in net income was primarily attributable to higher SG&A and interest expense partially offset by higher gross profit.

The Class A common stock basic earnings per share and diluted earnings per share for the three months ended April 30, 2023 were $0.50 and $0.50, respectively. The Class A common stock basic earning per share and diluted earning per share for the three months ended May 1, 2022 were $0.51 and $0.50, respectively. The decrease in basic earnings per share was attributable to a decline in net income and higher Class A share counts from exchanges of Partnership Interests. Diluted earnings per share remained consistent due to a decline in net income, offset by a lower diluted share count.

Adjusted EBITDA for the three months ended April 30, 2023 increased $1 million, or 0.5%, to $220 million compared with $219 million for the three months ended May 1, 2022. The increase in Adjusted EBITDA was primarily attributable to higher gross profit, partially offset by higher SG&A expenses. Adjusted EBITDA margin increased 30 basis points to 14.0% from 13.7% in the prior year period.

Liquidity and Capital Resources

Net cash provided by operating activities for the three months ended April 30, 2023 was $120 million compared with cash used in operating activities of $37 million for the three months ended May 1, 2022. The $157 million improvement in operating cash flow was primarily driven by a smaller investment in inventory due to more predictable product lead times in fiscal 2023.

Net debt, calculated as gross consolidated debt net of cash and cash equivalents, as of April 30, 2023 was $1,603 million. Net Debt Leverage (defined as the ratio of net debt to Adjusted EBITDA for the last 12 months) was 1.7x, an improvement of 0.5x from May 1, 2022. The improvement was attributable to an increase in Adjusted EBITDA, partially offset by a $73 million increase in borrowings under our Senior ABL Credit Facility.

As of April 30, 2023, our cash and cash equivalents totaled $1 million. We maintain our cash deposits according to a banking policy that requires diversification across a variety of highly-rated financial institutions. However, this could result in a concentration of cash and cash equivalents across these financial institutions in excess of FDIC-insured limits.

As of April 30, 2023, we had $130 million in outstanding borrowings on our Senior ABL Credit Facility, which provides for borrowings of up to $1,250 million, subject to borrowing base availability. As of April 30, 2023, after giving effect to approximately $12 million of letters of credit issued under the Senior ABL Credit Facility, Core & Main LP would have been able to borrow approximately $1,108 million under the Senior ABL Credit Facility.

Fiscal 2023 Outlook

"Demand began improving in late April with the arrival of spring in the North and improved weather conditions along the West Coast," LeClair continued. "We expect net sales for the year to be slightly higher than fiscal 2022, and we are pleased that our end markets have remained resilient. Given our recent acquisitions and strong margin performance in the first quarter, we are raising our expectations for fiscal 2023 net sales and Adjusted EBITDA. We now expect net sales to be in the range of $6,600 to $6,900 million, and we expect Adjusted EBITDA to be in the range of $820 to $880 million.



Core & Main Fiscal 2023 First Quarter Earnings


Conference Call & Webcast Information

As we progress through the year, we will continue to focus on organic and inorganic growth opportunities, margin expansion and operating cash conversion through inventory optimization." Core & Main will host a conference call and webcast on June 6, 2023 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 may also be accessed by dialing (833) 470-1428 or +1 (404) 975-4839 (international). The passcode for the live call is 913151. 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 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 leader in advancing reliable infrastructure™ with local service, nationwide®. As a leading specialized distributor with a focus on water, wastewater, storm drainage and fire protection products, and related services, Core & Main provides solutions to municipalities, private water companies and professional contractors across municipal, non-residential and residential end markets, nationwide. With approximately 320 locations across the U.S., the company provides its customers local expertise backed by a national supply chain. Core & Main’s 4,500 associates are committed to helping their communities thrive with safe and reliable 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; our ability to competitively bid for municipal contracts; price fluctuations in our product costs; our ability to manage our inventory effectively, including during periods of supply chain disruptions; risks involved with acquisitions and other strategic transactions, including our ability to identify, acquire, close or integrate acquisition targets successfully; the fragmented and highly competitive markets in which we compete and consolidation within our industry; 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; 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, public health crises, 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; changes in stakeholder expectations in respect of ESG and sustainability practices; 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; interruptions in the proper functioning of our and our third-party service providers' information technology systems, including from cybersecurity threats; our ability to continue our customer relationships with short-term contracts; risks associated with exporting our products internationally; our ability to maintain effective internal controls over financial reporting and remediate any material weaknesses; our 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 April 30, 2023); increases in interest rates and the impact of transitioning away from the London Interbank Offered Rate, generally to the Secured Overnight Financing Rate, 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 29, 2023.
Core & Main Fiscal 2023 First Quarter Earnings



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:
Investor Relations:
Robyn Bradbury, 314-995-9116
InvestorRelations@CoreandMain.com










































Core & Main Fiscal 2023 First Quarter Earnings


CORE & MAIN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Amounts in millions (except share and per share data), unaudited

Three Months Ended
April 30, 2023 May 1, 2022
Net sales $ 1,574  $ 1,598 
Cost of sales 1,135  1,177 
Gross profit 439  421 
Operating expenses:
Selling, general and administrative 223  206 
Depreciation and amortization 35  35 
Total operating expenses 258  241 
Operating income 181  180 
Interest expense 17  13 
Income before provision for income taxes 164  167 
Provision for income taxes 31  30 
Net income 133  137 
Less: net income attributable to non-controlling interests 47  51 
Net income attributable to Core & Main, Inc. $ 86  $ 86 
Earnings per share
Basic $ 0.50  $ 0.51 
Diluted $ 0.50  $ 0.50 
Number of shares used in computing EPS
Basic 171,597,317  167,536,662 
Diluted 243,716,764  246,145,536 


Core & Main Fiscal 2023 First Quarter Earnings


CORE & MAIN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
Amounts in millions (except share and per share data), unaudited

April 30, 2023 January 29, 2023
ASSETS
Current assets:
Cash and cash equivalents $ $ 177 
Receivables, net of allowance for credit losses of $10 and $9, respectively 1,098  955 
Inventories 1,030  1,047 
Prepaid expenses and other current assets 37  32 
Total current assets 2,166  2,211 
Property, plant and equipment, net 121  105 
Operating lease right-of-use assets 178  175 
Intangible assets, net 798  795 
Goodwill 1,536  1,535 
Deferred income taxes 49  — 
Other assets 81  88 
Total assets $ 4,929  $ 4,909 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt $ 15  $ 15 
Accounts payable 581  479 
Accrued compensation and benefits 60  123 
Current operating lease liabilities 55  54 
Other current liabilities 87  55 
Total current liabilities 798  726 
Long-term debt 1,571  1,444 
Non-current operating lease liabilities 123  121 
Deferred income taxes 40 
Payable to related parties pursuant to Tax Receivable Agreements 183  180 
Other liabilities 22  19 
Total liabilities 2,737  2,499 
Commitments and contingencies
Class A common stock, par value $0.01 per share, 1,000,000,000 shares authorized, 165,806,518 and 172,765,161 shares issued and outstanding as of April 30, 2023 and January 29, 2023, respectively
Class B common stock, par value $0.01 per share, 500,000,000 shares authorized, 65,281,778 and 73,229,675 shares issued and outstanding as of April 30, 2023 and January 29, 2023, respectively
Additional paid-in capital 1,181  1,241 
Retained earnings 403  458 
Accumulated other comprehensive income 41  45 
Total stockholders’ equity attributable to Core & Main, Inc. 1,628  1,747 
Non-controlling interests 564  663 
Total stockholders’ equity 2,192  2,410 
Total liabilities and stockholders’ equity $ 4,929  $ 4,909 

Core & Main Fiscal 2023 First Quarter Earnings


CORE & MAIN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Amounts in millions, unaudited

Three Months Ended
April 30, 2023 May 1, 2022
Cash Flows From Operating Activities:
Net income $ 133  $ 137 
Adjustments to reconcile net cash from operating activities:
Depreciation and amortization 37  36 
Equity-based compensation expense
Other —  (2)
Changes in assets and liabilities:
(Increase) decrease in receivables (135) (227)
(Increase) decrease in inventories 35  (207)
(Increase) decrease in other assets (4) (1)
Increase (decrease) in accounts payable 98  251 
Increase (decrease) in accrued liabilities (46) (28)
Increase (decrease) in other liabilities — 
Net cash provided by (used in) operating activities 120  (37)
Cash Flows From Investing Activities:
Capital expenditures (10) (6)
Acquisitions of businesses, net of cash acquired (64) (6)
Proceeds from the sale of property and equipment — 
Net cash used in investing activities (74) (11)
Cash Flows From Financing Activities:
Repurchase and retirement of partnership interests (332) — 
Distributions to non-controlling interest holders (10) (5)
Payments pursuant to Tax Receivable Agreements (5) — 
Payments for withholding tax on equity compensation plans (1) — 
Borrowings on asset-based revolving credit facility 130  57 
Repayments of long-term debt (4) (4)
Net cash (used in) provided by financing activities (222) 48 
Decrease in cash and cash equivalents (176) — 
Cash and cash equivalents at the beginning of the period 177 
Cash and cash equivalents at the end of the period $ $
Cash paid for interest (excluding effects of interest rate swap) $ 28  $ 12 
Cash paid for taxes 27  28 

Core & Main Fiscal 2023 First Quarter Earnings


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 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 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 public offerings 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 or Adjusted EBITDA margin for fiscal 2023 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 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.
Core & Main Fiscal 2023 First Quarter Earnings


The following table sets forth a reconciliation of net income or net income attributable to Core & Main, Inc. to EBITDA and Adjusted EBITDA for the periods presented, as well as a calculation of Adjusted EBITDA margin for the periods presented:

(Amounts in millions) Three Months Ended Twelve Months Ended
April 30, 2023 May 1, 2022 April 30, 2023 May 1, 2022
Net income attributable to Core & Main, Inc. $ 86  $ 86  $ 366  $ 225 
Plus: net income attributable to non-controlling interest 47  51  211  110 
Net income
133  137  577  335 
Depreciation and amortization (1)
36  36  143  143 
Provision for income taxes
31  30  129  75 
Interest expense
17  13  70  75 
EBITDA
$ 217  $ 216  $ 919  $ 628 
Loss on debt modification and extinguishment —  —  —  51 
Equity-based compensation
10  27 
Acquisition expenses (2)
—  — 
Offering expenses (3)
— 
Adjusted EBITDA
$ 220  $ 219  $ 936  $ 714 
Adjusted EBITDA Margin:
Net Sales
$ 1,574  $ 1,598  $ 6,627  $ 5,547 
Adjusted EBITDA / Net Sales
14.0%  13.7%  14.1%  12.9% 

(1)Includes depreciation of certain assets which is 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 secondary offerings reflected in SG&A expenses in our Statement of Operations.
Core & Main Fiscal 2023 First Quarter Earnings


The following table sets forth a calculation of Net Debt Leverage for the periods presented:

(Amounts in millions) As of
April 30, 2023 May 1, 2022
Senior ABL Credit Facility due July 2026
$ 130  $ 57 
Senior Term Loan due July 2028
1,474  1,489 
Total Debt
1,604  1,546 
Less: Cash & Cash Equivalents
(1) (1)
Net Debt
$ 1,603  $ 1,545 
Twelve Months Ended Adjusted EBITDA
936  714 
Net Debt Leverage
1.7x 2.2x


    
Core & Main Fiscal 2023 First Quarter Earnings
EX-99.2 3 cnmq12023investorpresent.htm EX-99.2 cnmq12023investorpresent
Fiscal 2023 First Quarter Results JUNE 6, 2023


 
© 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 or current facts 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, capital allocation and debt service obligations. 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, 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 29, 2023 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; our ability to competitively bid for municipal contracts; price fluctuations in our product costs; our ability to manage our inventory effectively, including during periods of supply chain disruptions; our ability to continue our customer relationships with short-term contracts; risks involved with acquisitions and other strategic transactions, including our ability to identify, acquire, close or integrate acquisition targets successfully; the fragmented and highly competitive markets in which we compete and consolidation within our industry; 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 regional 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; 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 public health crises 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; changes in stakeholder expectations in respect of ESG and sustainability practices; 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; interruptions in the proper functioning of our and our third-party service providers’ information technology systems, including from cybersecurity threats; risks associated with exporting our products internationally; our ability to maintain effective internal controls over financial reporting and remediate any material weaknesses; our 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 away from LIBOR, generally to Term SOFR (as defined in our Quarterly Report on Form 10-Q), as a 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. 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 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 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 or Adjusted EBITDA margin for fiscal 2023 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 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 April 30, 2023 and May 1, 2022 included 13 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


 
Business Update STEVE LECLAIR


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. BUSINESS UPDATE ✓ Q1’23 sales results in line with our expectations, reflecting a return to more typical seasonality for the first quarter ✓ Prices remain elevated against improving supply chains and gross margins outperformed our expectations, delivering a solid Adjusted EBITDA outcome for the quarter ✓ End market demand remains stable ̶ Municipal repair & replacement activity continues to be resilient ̶ Improving sentiment for new residential housing starts ̶ Non-residential demand supported by diverse project exposure ✓ Delivered market outperformance from our product, customer and geographic expansion initiatives ✓ Continue to enhance footprint, operating capabilities and product lines through M&A and Greenfields ̶ Closed three acquisitions during the quarter and signed a definitive agreement to acquire another business subsequent to the quarter ̶ Opened new locations in San Diego, California and Lincoln, Nebraska ✓ Completed a ~$332M share repurchase concurrent with a 5-million share secondary offering, reducing diluted shares outstanding by 15-million 5


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. Status Closed March 2023 Closed April 2023 Closed April 2023 Signed May 2023 # of Locations 2 1 1 7 Geography Illinois New York Iowa West Virginia, Kentucky & Tennessee Product Lines Storm Drainage Pipe, Valves & Fittings Meters Pipe, Valves & Fittings Storm Drainage Meters Pipe, Valves & Fittings Storm Drainage DRIVING SUSTAINABLE GROWTH THROUGH M&A Combined Annualized Net Sales of ~$115M 6 Landscape & Construction Supplies UPSCO Midwest Pipe Supply Foster Supply


 
Financial Results MARK WITKOWSKI


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. $0.50 $0.50 Q1'22 Q1'23 $219 $220 Q1'22 Q1'23 $421 $439 Q1'22 Q1'23 $1,598 $1,574 Q1'22 Q1'23 8 Q1 2023 FINANCIAL RESULTS Net Sales Gross Profit Diluted Earnings Per Share Adjusted EBITDA(1) (2%) +4% % Margin % Margin(1) 13.7% 14.0% 26.3% 27.9%+160 bps (1) Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Refer to the appendix of the presentation for a reconciliation to the nearest GAAP measure. ($ in Millions) +30 bps 0% +1%


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. $785 $1,109 Q1'22 Q1'23 9 CASH FLOW & BALANCE SHEET HIGHLIGHTS Operating Cash Flow Net Debt Leverage(2) Liquidity(3) Q1’22 Q1’23 Y-o-Y $ Adjusted EBITDA $219 $220 $1 Interest & Taxes(1) (40) (45) (5) Working Capital (215) (57) 158 Other (1) 2 3 Operating Cash Flow ($37) $120 $157 ABL Facility Available Cash & Cash Equivalents ($ in Millions) 2.2x 1.7x Q1'22 Q1'23 (1) 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. (2) 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) Total liquidity represents the sum of cash & cash equivalents and excess availability under our Senior ABL Credit Facility, which is net of borrowings and approximately $9 million of outstanding letters of credit in the prior year period and approximately $12 million of outstanding letters of credit in the current year period.


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. FISCAL 2023 GUIDANCE UPDATE 10 Key Metric FY23 Outlook Net Sales ($ in Millions) $6,600 - $6,900 Adjusted EBITDA ($ in Millions) $820 - $880 Adjusted EBITDA Margin 12.4% - 12.8% Operating Cash Flow (% of Adjusted EBITDA) 80% - 100% ▪ Expect end market volumes to remain stable ▪ Sales outlook raised from last quarter due to recent acquisitions ̶ Expect ~4% sales growth from acquisitions that have signed or closed within the last 12 months ▪ Continue to expect price contribution to be roughly flat for the year against improving supply chains ▪ Gross margin expected to be better than anticipated due to continued utilization of low-cost inventory ▪ Well-positioned to outperform the market in a complex demand environment Considerations


 
Appendix


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 12 ▪ Leading U.S. specialty distributor focused on water, wastewater, storm drainage and fire protection products, and related services ▪ Highly fragmented $40 billion addressable market(1) ▪ 1 of only 2 national distributors where scale matters ▪ ~320 branches in 48 states across the U.S. ▪ $6.6 billion of LTM Q1’23 net sales and $936 million of LTM Q1’23 Adjusted EBITDA(2) ▪ Balanced mix of sales across end markets, construction sectors and product lines ▪ Highly fragmented customer base of 60,000+ including municipalities, private water companies and professional contractors ▪ More than 200,000 SKUs ▪ 4,500+ suppliers, many of which have long-standing, often exclusive or restrictive, relationships with CNM Corporate HQ CORE & MAIN AT A GLANCE Key Business Highlights Branch Footprint (1) As of the fiscal year ended January 29, 2023 and based on management estimates. (2) Adjusted EBITDA is a non-GAAP financial measure. Refer to the appendix of the presentation for a reconciliation to the nearest GAAP measure. Market Share(1) Market Mix(1) ~$40B(1) 17% Core & Main 83% Remaining Market 39% Non-Residential39% Municipal 22% Residential


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. PRODUCT & SERVICE OFFERING 13


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 14 OUR APPROACH TO M&A Driving Sustainable Growth Through M&A… …By Leveraging Our Disciplined Approach Maximize Market Presence Drive Value Creation Leverage Entrepreneurial Culture ▪ Significant opportunity to fill existing geographies and product lines, or expand into new geographies and product lines ▪ Ability to access attractive markets, new technologies and product innovations ▪ Diligent assessment of macro growth trends and competitive landscape October 2017 June 2018 July 2018 August 2018 January 2019 February 2019 July 2019 October 2019 October 2019 March 2020 August 2020 March 2021 August 2021 August 2021 October 2021 November 2021 March 2022 May 2022 ▪ Our size, scale and differentiated capabilities drives immediate synergistic value with a focus on people, process and strategy ▪ Past synergies have driven highly attractive returns on capital and support shareholder value creation ▪ Successful track record of retaining and promoting management and associates of acquired companies ▪ Our “local service, nationwide” philosophy incentivizes acquired companies to be entrepreneurial, making decisions grounded in a customer-centric approach June 2022 August 2022 October 2022 October 2022 December 2022 March 2023 April 2023 April 2023 TBD


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. CAPITAL ALLOCATION FRAMEWORK 15 Capital Allocation Framework For FY23 & Beyond Priority Uses for Capital Normalized Operating Cash Flow Target to be ~55-65% of Adjusted EBITDA Organic Growth & Operational Initiatives M&A Share Repurchases & Dividends Expect future capital expenditures to average ~0.5% of net sales Maintain a robust M&A pipeline and a disciplined approach. Expect continued M&A focused on geographic expansion, product line expansion and additional operating capabilities, while driving synergistic value creation Deploy surplus capital towards share repurchases and/or dividends


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. 16 Leading position with size and scale in a fragmented market Multiple levers for organic growth Proven ability to execute and integrate acquisitions Strong value proposition & pivotal role in shaping our industry Differentiated service offerings enhanced by proprietary and modern technology tools Resilient financial profile with attractive shareholder return characteristics OUR INVESTMENT HIGHLIGHTS


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. RECONCILIATION OF NON-GAAP MEASURES 17 (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 secondary offerings reflected in SG&A expenses in our Statement of Operations. Adjusted EBITDA & Adjusted EBITDA Margin ($ in Millions) April 30, 2023 May 1, 2022 April 30, 2023 May 1, 2022 Net income attributable to Core & Main, Inc. 86$ 86$ 366$ 225$ Plus: net income attributable to non-controlling interest 47 51 211 110 Net income 133 137 577 335 Depreciation and amortization (1) 36 36 143 143 Provision for income taxes 31 30 129 75 Interest expense 17 13 70 75 EBITDA 217$ 216$ 919$ 628$ Loss on debt modification and extinguishment - - - 51 Equity-based compensation 2 3 10 27 Acquisition expenses (2) - - 5 5 Offering expenses (3) 1 - 2 3 Adjusted EBITDA 220$ 219$ 936$ 714$ Adjusted EBITDA Margin: Net Sales 1,574$ 1,598$ 6,627$ 5,547$ Adjusted EBITDA / Net Sales 14.0% 13.7% 14.1% 12.9% Three Months Ended Twelve Months Ended


 
© Core & Main All Rights Reserved. Confidential and Proprietary Information. RECONCILIATION OF NON-GAAP MEASURES 18 Net Debt Leverage ($ in Millions) April 30, 2023 May 1, 2022 Senior ABL Credit Facility due July 2026 130$ 57$ Senior Term Loan due July 2028 1,474 1,489 Total Debt 1,604 1,546 Less: Cash & Cash Equivalents (1) (1) Net Debt 1,603$ 1,545$ Twelve Months Ended Adjusted EBITDA 936 714 Net Debt Leverage 1.7x 2.2x As of