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Vertical Research Partners Industrial Conference September 8, 2016

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Page 1: Vertical Research Partners Industrial Conference September ... › ... › VRP-Deck-September-2016.pdf · • Targets $25+B fragmented global market with significant bolt-on acquisition

Vertical Research Partners

Industrial Conference

September 8, 2016

Page 2: Vertical Research Partners Industrial Conference September ... › ... › VRP-Deck-September-2016.pdf · • Targets $25+B fragmented global market with significant bolt-on acquisition

1

Safe Harbor Statements

This presentation contains “forward-looking” statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, our results may differ materially from those expressed or implied by such forward-looking statements. Accordingly, we caution you not to place undue reliance on these statements. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, any projections of financial information; any statements about historical results that may suggest trends for our business; any statements of the plans, strategies and objectives of management for future operations; any statements of expectation or belief regarding future events, technology developments or enforceability of our intellectual property rights; and any statements of assumptions underlying any of the foregoing.

These statements are based on estimates and information available to us at the time of this presentation and are not guarantees of future performance. Actual results could differ materially from our current expectations as a result of many factors, including but not limited to: the impact of our substantial indebtedness; the effect of local, national and international economic, credit and capital market conditions on the economy in general, and on the industries in which we operate in particular; access to available and reasonable financing on a timely basis and the availability of financing for our customers; our competitive environment; dependence on independent distributors; general economic and business conditions, market factors and our dependence on customers in cyclical industries; the seasonality of our sales; impact of weather on the demand for our products; changes in technology and manufacturing techniques; loss of key personnel; increases in cost of our raw materials and our possible inability to increase product prices to offset such increases; the loss of any significant customer; inability to make necessary capital expenditures; risks associated with international operations, which have increased in size due to our recent acquisitions; the costs of environmental compliance and/or the imposition of liabilities under environmental, health and safety laws and regulations; the costs of asbestos claims; a potential impairment of goodwill and intangible assets; changes in governmental laws and regulations, or the interpretation or enforcement thereof, including for environmental matters; viability of key suppliers; reliance on intellectual property; potential product liability claims; work stoppages by unionized employees; the costs related to strategic acquisitions or divestitures or the integration of recent and future acquisitions into our business; performance, and potential failure, of our information and data security systems; changes in pension funding requirements and costs of maintaining healthcare insurance and benefits; and anti-takeover provisions in our charter documents. These and other risks and uncertainties associated with our business are described in our Annual Report on Form 10-K for the year ended March 31, 2016. We assume no obligation and do not intend to update these forward-looking statements.

In addition to U.S. GAAP financials, this presentation includes certain financial measures on a non-GAAP basis as defined in the Form 8-K filed with the Securities and Exchange Commission on August 1, 2016. These historical and forward-looking non-GAAP measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. Our SEC filings contain additional information about these non-GAAP measures, why we use them, and why we believe they are helpful to investors, and contain reconciliations to GAAP data.

Page 3: Vertical Research Partners Industrial Conference September ... › ... › VRP-Deck-September-2016.pdf · • Targets $25+B fragmented global market with significant bolt-on acquisition

2

Rexnord Highlights

Robust Free Cash Flow

Industry-Leading Profitability

Rexnord Business System

Shift in Portfolio Momentum

~70% of FY16 Earnings from Water, Aerospace, Consumer-Facing

Stabilizing Industrial Process MRO Demand

Building on Sustainable Competitive Advantages

20+% Footprint Reduction & Repositioning

Expanding Addressable Markets with Strategic Product Line Extensions

Disciplined Capital Allocation

Investing in Above-Market Organic Growth

Longer-Term Shareholder Value Creation with Strategic M&A

Page 4: Vertical Research Partners Industrial Conference September ... › ... › VRP-Deck-September-2016.pdf · • Targets $25+B fragmented global market with significant bolt-on acquisition

3

Rexnord Overview

Note: All figures are FY16. Platform margins exclude corporate expenses. Free cash flow and Adjusted EBITDA are non-GAAP metrics and are defined in our SEC filings.

Rexnord (RXN)

Multi-Platform Industrial • Engineered Products for Specification-Driven Applications

Revenue: $1.9 billion • Adjusted EBITDA: $366 million (19%) • FCF: $171 million

Water Management

Provide and enhance water quality, safety, flow control, and conservation in

nonresidential construction, water & wastewater infrastructure

Revenue: $0.8 billion • Adjusted EBITDA Margin: 20%

Process & Motion Control

Be the leading global provider of high-value, mission-critical solutions that help

customers safely, reliably and productively keep their goods & assets moving

Revenue: $1.1 billion • Adjusted EBITDA Margin: 21%

Page 5: Vertical Research Partners Industrial Conference September ... › ... › VRP-Deck-September-2016.pdf · • Targets $25+B fragmented global market with significant bolt-on acquisition

More Balanced Portfolio

4

Portfolio management & capital allocation to reduce cyclicality

• Water Management is leveraging positive end-market growth with product innovation.

• Aerospace visibility benefits from high relative exposure to large commercial aircraft build.

• Food & beverage markets value product innovation, add relatively stable demand patterns.

• Significant operating leverage to stabilization and recovery in PMC industrial process markets.

FY16 Pro Forma Adj EBITDA Composition

Note: Adjusted EBITDA is a non-GAAP metric defined in our SEC filings. FY16 Pro Forma includes Cambridge acquisition.

FY15 Adj EBITDA Composition

PMC: Process

Industries40%

PMC: Aero +

Consumer32%

Water Manageme

nt28%

WaterManagement

28%PMC:

Aero + Consumer

32%

PMC: Process

Industries28%

PMC: Aero +

Consumer34%

Water Manageme

nt38%

WaterManagement

40%

PMC:Aero +

Consumer

33%PMC:

Process Industries

27%

PMC: Process

Industries

40%

Page 6: Vertical Research Partners Industrial Conference September ... › ... › VRP-Deck-September-2016.pdf · • Targets $25+B fragmented global market with significant bolt-on acquisition

Cambridge International Summary

5

Cambridge expands Rexnord’s consumer exposure

Leading supplier of metal conveying solutions for food processing applications

• Strong brand – reputation for innovation, quality, reliability, and superior customer service

• Leading market share in North America, established brand in Europe & Latin America

• Strong management team with developed growth strategies

• Favorable cost position with most manufacturing in Mexico

Highly complementary fit with Rexnord

• Focus on product performance & customer service, innovation, application engineering

• Expands leadership position in conveying solutions for global food & beverage end markets

• Significant growth synergy potential along multiple vectors

• Attractive profitability with upside through RBS-led process improvement, supply chain

Page 7: Vertical Research Partners Industrial Conference September ... › ... › VRP-Deck-September-2016.pdf · • Targets $25+B fragmented global market with significant bolt-on acquisition

Supply Chain Optimization & Footprint Repositioning

Progress Update – First stage of SCOFR program on track to March 2017 completion

• Mexico facility made first commercial shipments in 1Q FY17

• Four plant consolidations announced (two completed), plus exiting non-strategic product line

• Reducing internal foundry capacity, selectively increasing outsourcing

• Planning under way for next stage of SCOFR

6

Complete SCOFR Implementation

Launch Initial Mid-Tier PT products

• FY17 earnings guidance includes est.

$14 million nonrecurring expenses,

$6-7 million pretax benefits

• FY17 est. restructuring expenses $20-22

million, capex $14-16 million

• Transition to new supply chain structure

• Launch initial Mid-Tier PT Products

Structural Cost Savings Realized

Substantial Cash Investment Complete

• FY18 net year/year benefit to Adjusted EBITDA

est. $25 million

• FY18 net year/year benefit to Free Cash Flow

est. $50 million

• Tax savings est. $5 million

• Lower fixed costs = more flexible cost

structure, reduced maintenance capex

Execution FY17 New Current State FY18

Structural cost reductions to enhance earnings, FCF

Page 8: Vertical Research Partners Industrial Conference September ... › ... › VRP-Deck-September-2016.pdf · • Targets $25+B fragmented global market with significant bolt-on acquisition

Capital Allocation Focus

Attractive alternatives for capital deployment

Strategic Acquisitions

• RBS-directed = process-based, integrated into strategic planning process

• Demonstrated ability to source exclusively-negotiated transactions

• Investments in proprietary funnel development and participation in structured processes

• Ability to leverage leading commercial presence & scale in both platforms

• Target ROIC > WACC within 12-36 months

Share Repurchases

• Offsets prospective dilution from employee compensation programs

• $200-million authorization with $160 million unused

Debt Reduction

• Covenant-light term debt with unrestricted prepayment terms, matures 2020

7

Page 9: Vertical Research Partners Industrial Conference September ... › ... › VRP-Deck-September-2016.pdf · • Targets $25+B fragmented global market with significant bolt-on acquisition

Water Management Profile

Highlights

• Broadest offering for water safety, conservation, and flow control in specification-driven

applications in building construction, water & wastewater treatment & supply

• Major product categories include specification-grade drainage, flush valves & sensor

faucets, engineered valves for water & wastewater control

• Small share of user project cost but critical to system performance and reliability

• Serves $5+B fragmented global market with attractive bolt-on acquisition potential

• Competitive advantages in product scope, product innovation, commercial network

8

Residential12%

FY16 Sales by End Market

Water & Wastewater Infrastructure

35%

Nonresidential:Commercial & Industrial

29%

Nonresidential:Institutional

24%

US & Canada

72%

Europe11%

Latin

America

1%

ROW15%

FY16 Sales by Geography

New Construction

60%

Replacement / Retrofit

40%

FY16 Sales by Application

Replacement / Retrofit

40%

Page 10: Vertical Research Partners Industrial Conference September ... › ... › VRP-Deck-September-2016.pdf · • Targets $25+B fragmented global market with significant bolt-on acquisition

Market Applications Representative Products

Commercial

Buildings

Water Supply

Drainage Control

Restrooms

Kitchens

Fire Control

Institutional

Buildings

Water Supply

Drainage Control

Restrooms

Kitchens

Fire Control

Municipal Water

& Wastewater

Water Distribution

Water Treatment

Pumping Station

Flood Protection

Desalination

Dam &

Hydropower

Hydro Power Plant

Pump Storage Station

Extraction System

Bottom Outlet

Inlet Control

Industrial &

Power

Water Supply

Cooling Water Supply

District Heating & Cooling

Storage Tanks

Fire Control

Water Management Major End Markets

9

Page 11: Vertical Research Partners Industrial Conference September ... › ... › VRP-Deck-September-2016.pdf · • Targets $25+B fragmented global market with significant bolt-on acquisition

Process & Motion Control Profile

Highlights

• Broad product portfolio for applications in process & consumer industries, aerospace

• Major product categories include flat top conveyor systems & components, gears & gear

drives, couplings, bearings & seals, metal conveyor belting, engineered chain

• Reliability critical to avoid costly user downtime + small share of user system cost =

80%+ like-for-like replacement

• Targets $25+B fragmented global market with significant bolt-on acquisition potential

• Competitive advantages in product scope, applications expertise, brand positioning

10

General Industrial &

Process31%

Food & Beverage

16%

Aerospace15%

Bulk Material

Handling, 11%

Energy9%

Const

Materials & Eqpt

8%

Agri/Farm

4%Paper &

Forest 4%

Transport

3%

FY16 Sales by End Market

US & Canada

64%

Europe18%

Latam

7%

ROW11%

FY16 Sales by Geography

OEM & End User

52%

Aftermarket

48%

FY16 Sales by Application

Aftermarket48%

Page 12: Vertical Research Partners Industrial Conference September ... › ... › VRP-Deck-September-2016.pdf · • Targets $25+B fragmented global market with significant bolt-on acquisition

Industry Applications Representative Products

Food &

Beverage

Beverage Filling

Pasteurizers

Food Handling

Case Handling

Container Making

Commercial

Aerospace

Flight Control Systems

Aircraft Doors

Airframe Structures

Engine/APU/Gearbox

Landing Gear

Bulk Material

Handling

Conveying Equipment

Processing Machinery

Hard Rock & Coal Mining

Potash Mining

Fertilizer Production

Energy

Electrical Power Generation

Oil & Gas Compression

Process Equipment

Wind Turbines

Construction

Materials

Cement Production

Aggregates Processing

Asphalt Production & Paving

Lumber/Wallboard Prod.

PMC Major End Markets

11

Page 13: Vertical Research Partners Industrial Conference September ... › ... › VRP-Deck-September-2016.pdf · • Targets $25+B fragmented global market with significant bolt-on acquisition

Executive Summary

12

Aligned to Create Value for Shareholders

Near-Term Perspective

• Cautious view of global end market growth prospects

• Water, Consumer, Aerospace drive ~70% of earnings with favorable core growth outlook

• Executing $30-million structural cost savings initiative – operating benefits to emerge this year

• Increasing commercial efficiency & shifting end market exposures toward growth

Longer-Term Perspective

• Expanding capabilities to drive core growth

• Robust free cash flow

• Sustainable 30% incremental EBITDA margins

• Investments in M&A funnel development

• Rexnord Business System enables enhanced financial returns & shareholder value creation

Page 14: Vertical Research Partners Industrial Conference September ... › ... › VRP-Deck-September-2016.pdf · • Targets $25+B fragmented global market with significant bolt-on acquisition

13

Appendix

Page 15: Vertical Research Partners Industrial Conference September ... › ... › VRP-Deck-September-2016.pdf · • Targets $25+B fragmented global market with significant bolt-on acquisition

14

Non-GAAP Reconciliations

(1) During the fourth quarter of fiscal 2016, the Company announced its decision to exit the Rodney Hunt-Fontaine (“RHF”) flow control gate product line within its Water Management platform. The operating loss (excluding restructuring and related charges) is not included in Adjusted EBITDA in accordance with our credit agreement. RHF results have not been excluded for FY12-14.

(2) The loss on divestiture is the result of the Company's sale of a non-core subsidiary to a third party. (3) Represents restructuring costs comprised of work force reduction, lease termination, and other facility rationalization costs, including impairment charges. (4) Last-in first-out (LIFO) inventory adjustments are excluded in calculating Adjusted EBITDA as permitted by Rexnord’s credit agreement. (5) Other expense (income), net includes the impact of foreign currency transactions, sale of property, plant and equipment, other miscellaneous expenses and recovery under the Continued Dumping and

Subsidy Offset Act.

FYE March 31, FQE Jun 30,

US$ in millions 2012 2013 2014 2015 2016 2016 Net (loss) income from continuing

operations $30.6 $47.3 $25.0 $91.8 $68.9 $18.9

Interest expense, net 176.2 153.3 109.1 87.9 91.4 23.7

Provision (benefit) for income taxes 6.5 15.4 (10.0) 16.8 17.1 (5.9)

Depreciation and amortization 112.7 110.9 106.9 112.2 115.4 29.0

EBITDA $326.0 $326.9 $231.0 $308.7 $292.8 $65.7

Adjustments to EBITDA:

Actuarial loss on pension and post

retirement benefit obligations $9.1 $5.5 $2.7 $59.4 $12.9 $—

Impact of RHF product line exit (1) — — — 8.9 21.3 2.6

Loss on divestiture(2) 6.4 — — — — —

Loss on extinguishment of debt 10.7 24.0 133.2 — — —

Restructuring and other similar charges(3) 6.8 8.6 8.4 12.9 34.9 5.6

Stock-based compensation expense 3.7 7.1 7.0 6.4 7.5 2.3

Impact of inventory fair value adjustment 4.2 — 1.7 3.2 — 1.0

LIFO expense (income)(4) 2.2 5.0 5.6 (1.7) (0.8) (0.1)

Zurn PEX loss contingency — 10.1 — — — —

Other expense (income), net(5) 7.1 2.9 15.1 7.2 (3.1) 1.9

Subtotal of adjustments to EBITDA 50.2 63.2 173.7 96.3 72.7 13.3

Adjusted EBITDA $376.2 $390.1 $404.7 $405.0 $365.5 $79.0

LTM pro forma adjustment for acquisitions 17.9

LTM pro Forma Adjusted EBITDA $375.3

Page 16: Vertical Research Partners Industrial Conference September ... › ... › VRP-Deck-September-2016.pdf · • Targets $25+B fragmented global market with significant bolt-on acquisition

15

Non-GAAP Reconciliations (Continued)

Q1 FY 2017 Q1 FY 2016

US$ in millions

(except per share amounts) Net Income EPS Net Income EPS

As reported, from continuing operations $18.9 $0.18 $21.2 $0.20

Amortization 14.6 0.14 14.3 0.14

Restructuring Expense 5.6 0.05 1.9 0.02

Inventory Fair Value Adjustment 1.0 0.01 — —

Supply Chain Optimization & Footprint

Repositioning Program (1) 0.6 0.01 — —

Impact of RHF Product Line (2) 2.9 0.03 2.4 0.02

All Other Non-Operating (3) 1.9 0.02 0.4 0.00

Tax Impacts on Adjustments (4) (9.4) (0.09) (6.8) (0.06)

As Adjusted $36.1 $0.35 $33.4 $0.32

(1) Represents accelerated depreciation associated with our strategic supply chain optimization and footprint repositioning initiatives. (2) Operating loss of RHF product line, excluding restructuring and other nonrecurring items. (3) Other income, net includes the impact of foreign currency transactions, sale of property, plant and equipment, and other miscellaneous income and expense. (4) The tax rates used to calculate adjusted net income and adjusted earnings per share are based on a transaction-specific basis at the applicable jurisdictional rate.