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): October 3, 2018 (October 1, 2018)
SERVICEMASTER GLOBAL HOLDINGS, INC.
(Exact name of each registrant as specified in its charter)
Delaware |
|
001-36507 |
|
20-8738320 |
(State or other jurisdiction of incorporation) |
(Commission File Numbers) |
(IRS Employer Identification Nos.) |
150 Peabody Place, Memphis, Tennessee |
|
38103 |
(Address of principal executive offices) |
(Zip Code) |
(901) 597-1400
(Each registrant’s telephone number, including area code)
_______________________________________________
(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 (see General Instruction A.2. below):
☐ 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))
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 2.01 |
Completion of Acquisition or Disposition of Assets. |
On October 1, 2018, ServiceMaster Global Holdings, Inc. (“ServiceMaster,” “we” or the “Company”) completed the previously announced distribution of approximately 80.2% of the outstanding common stock of frontdoor, inc. (“Frontdoor”) to the Company’s stockholders (the “Distribution”). Frontdoor was formed to hold the Company’s American Home Shield business and, as a result of the Distribution, is now an independent public company whose stock is listed and trading under the symbol “FTDR” on the Nasdaq Global Select Market. The Distribution was made to the Company’s stockholders of record as of the close of business on September 14, 2018 (the “Record Date”), and such stockholders received one share of Frontdoor common stock for every two ServiceMaster common shares held as of close of business on the Record Date, with cash received in lieu of any fractional shares.
Item 7.01Regulation FD Disclosure.
Pro Forma Financial Information
The Company is providing supplemental pro forma consolidated information, attached hereto as Exhibit 99.2, reflecting the Company’s non-GAAP reconciliation of net income to Adjusted EBITDA on a pro forma basis.
Use of Non-GAAP and adjusted financial information
ServiceMaster has included a non-GAAP financial measure in the supplemental financial information in Exhibit 99.2 to supplement the Company’s Unaudited Pro Forma Condensed Consolidated Financial Statements presented on a GAAP basis.
This non-GAAP measure 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 in Exhibit 99.2 for a reconciliation of this measure to the most directly comparable GAAP financial measure. Adjusted EBITDA is not a measurement of the company’s financial performance under GAAP and should not be considered as an alternative to net income or any other performance or liquidity measures derived in accordance with GAAP. Management uses this non-GAAP financial measure to facilitate operating performance comparisons, as applicable, from period to period. We believe this non-GAAP financial measure is useful for investors, analysts and other interested parties as they facilitate company-to-company operating 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.
Terminix Commercial Leadership Change and Reaffirmation of Guidance
On October 2, 2018, the Company issued a press release announcing a change in leadership at Terminix Commercial and reaffirming its 2018 guidance. A copy of that press release is attached hereto as Exhibit 99.3.
The information in Item 7.01 of this Current Report on Form 8-K is being furnished, not filed, in accordance with the provisions of General Instruction B.2 of Form 8-K. Accordingly, the information in Item 7.01 herein will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933 unless specifically identified therein as being incorporated therein by reference.
Item 9.01Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The Unaudited Pro Forma Condensed Consolidated Financial Statements of the Company giving effect to the Distribution, and the related notes thereto, are attached hereto as Exhibit 99.1.
The Unaudited Pro Forma Condensed Consolidated Financial Statements attached hereto as Exhibit 99.1 are not necessarily indicative of what ServiceMaster’s results of operations or financial condition would have been had the Transaction been completed on the dates set forth therein. In addition, they are not necessarily indicative of ServiceMaster’s future results of operations or financial condition.
2
(d) Exhibits
Exhibit |
Description |
|
99.1 |
||
99.2 |
||
|
||
99.3 |
Press Release of ServiceMaster Global Holdings, Inc. issued October 2, 2018. |
3
SIGNATURE
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.
SERVICEMASTER GLOBAL HOLDINGS, INC. |
||
(Registrant) |
||
October 3, 2018 |
By: |
/s/ Anthony D. DiLucente |
Anthony D. DiLucente |
||
Senior Vice President and Chief Financial Officer |
4
EXHIBIT INDEX
Exhibit |
Description |
|
99.1 |
||
|
||
99.2 |
||
|
||
99.3 |
Press Release of ServiceMaster Global Holdings, Inc. issued October 2, 2018. |
5
Exhibit 99.1
ServiceMaster Global Holdings, Inc.
Unaudited Pro Forma Condensed Consolidated Financial Statements
Overview
On October 1, 2018, ServiceMaster Global Holdings, Inc. (“ServiceMaster,” “we” or the “Company”) completed the previously announced distribution of approximately 80.2% of the outstanding common stock of frontdoor, inc. (“Frontdoor”) to the Company’s stockholders (the “Transaction”). Frontdoor was formed to hold the Company’s American Home Shield business and, as a result of the Transaction, is an independent public company whose stock is listed and trading under the symbol “FTDR” on the Nasdaq Global Select Market. The distribution was made to the Company’s stockholders of record as of the close of business on September 14, 2018 (the “Record Date”), and such stockholders received one share of Frontdoor common stock for every two ServiceMaster common shares held as of close of business on the Record Date.
Basis of Presentation
The Unaudited Pro Forma Condensed Consolidated Statements of Operations for the fiscal years ended December 31, 2017, 2016 and 2015 (collectively, the “Statements”) give effect to the Transaction as if the Transaction occurred on January 1, 2015. The Statements have been derived from, and should be read in conjunction with, the audited consolidated financial statements and notes thereto included in ServiceMaster’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 that has been filed with the Securities and Exchange Commission (“SEC”). The Unaudited Pro Forma Condensed Consolidated Statement of Operations for the six months ended June 30, 2018 and the Unaudited Pro Forma Condensed Consolidated Statement of Financial Position as of June 30, 2018 give effect to the Transaction as if the Transaction occurred on June 30, 2018, and have been derived from the unaudited condensed consolidated financial statements and notes thereto included in ServiceMaster’s Form 10-Q for the six months ended June 30, 2018 that has been filed with the SEC.
The following Unaudited Pro Forma Condensed Consolidated Financial Statements are provided for illustrative purposes only and do not reflect what ServiceMaster’s results of operations or financial position would have been had the Transaction been completed on the dates assumed and are not necessarily indicative of ServiceMaster’s future results of operations or financial position. Beginning in the fourth quarter of 2018, the American Home Shield segment’s historical financial results for periods prior to the Transaction will be reflected in ServiceMaster’s consolidated financial statements as discontinued operations.
The Company believes that the adjustments included within the “Discontinued Operations – AHS” column of the Unaudited Pro Forma Condensed Consolidated Financial Statements are consistent with the guidance for discontinued operations under GAAP. The Company’s current estimates on a discontinued operations basis are preliminary and could change as the Company finalizes discontinued operations accounting to be reported in the Company’s Annual Report on Form 10-K for the year ending December 31, 2018.
On August 17, 2018, ServiceMaster entered into a debt-for-debt exchange with Frontdoor, reducing the Company’s total outstanding debt by $982 million. The Unaudited Pro Forma Condensed Consolidated Financial Statements presented herein do not reflect this reduction in either interest expense on the Unaudited Pro Forma Condensed Consolidated Statement of Operations or long-term debt on the Unaudited Pro Forma Condensed Consolidated Statement of Financial Position.
The Unaudited Pro Forma Condensed Consolidated Financial Statements give effect to the following:
· the presentation of the American Home Shield segment’s direct operating results as discontinued operations; |
· the transfer by the Company to Frontdoor, pursuant to an internal reorganization in connection with the Transaction, of all the assets and liabilities that comprised the American Home Shield segment; |
· the distribution of Frontdoor common stock to ServiceMaster stockholders and the retention by ServiceMaster of 19.8% ownership of Frontdoor’s outstanding common stock; and |
· a reduction of cash of $64 million, resulting in Frontdoor cash and marketable securities of $275 million for general corporate purposes and balances associated with regulatory requirements. |
1
ServiceMaster historically incurred the cost of certain corporate-level activities which it performed on behalf of the American Home Shield Business. Such corporate costs include: accounting and finance, legal, human resources, information technology, insurance, operations, real estate, tax services and other costs. These costs will be transitioned to Frontdoor through a combination of (1) immediate transfers of certain activities to Frontdoor and (2) payments to ServiceMaster by Frontdoor under transition services agreements. At June 30, 2018 and December 31, 2017, the corporate-level activities historically allocated to the American Home Shield Business that are not included within discontinued operations totaled approximately $22 million and $44 million, respectively. The adjustments presented in these Unaudited Pro Forma Condensed Consolidated Financial Statements do not include the impact of potential future reduced costs as a result of the transition of these services.
2
|
||||||||||||
SERVICEMASTER GLOBAL HOLDINGS, INC. |
||||||||||||
Unaudited Pro Forma Condensed Consolidated Statements of Operations |
||||||||||||
(In millions, except per share data) |
||||||||||||
|
||||||||||||
|
||||||||||||
|
Six Months Ended June 30, 2018 |
|||||||||||
|
Pro Forma |
|||||||||||
|
Discontinued |
ServiceMaster |
||||||||||
|
As |
Operations - |
Pro Forma |
Continuing |
||||||||
|
Reported |
AHS (A) |
Adjustments |
Operations |
||||||||
Revenue |
$ |
1,549 |
$ |
(602) |
$ |
— |
$ |
947 | ||||
Cost of services rendered and products sold |
829 | (331) |
— |
498 | ||||||||
Selling and administrative expenses |
422 | (150) |
— |
273 | ||||||||
Amortization expense |
12 | (4) |
— |
8 | ||||||||
Restructuring charges |
12 |
— |
— |
12 | ||||||||
American Home Shield spin-off charges |
15 | (15) |
— |
— |
||||||||
Interest expense |
75 |
— |
— |
75 | ||||||||
Interest and net investment income |
(2) | 1 |
— |
(1) | ||||||||
Income from Continuing Operations before Income Taxes |
185 | (103) |
— |
82 | ||||||||
Provision for income taxes |
48 | (15) |
— |
34 | ||||||||
Income from Continuing Operations |
$ |
137 |
$ |
(88) |
$ |
— |
$ |
48 | ||||
|
||||||||||||
Per Share information: |
||||||||||||
Based earnings per share of common stock from continuing operations |
$ |
1.01 |
$ |
0.36 | ||||||||
Diluted earnings per share of common stock from continuing operations |
$ |
1.01 |
$ |
0.36 | ||||||||
|
||||||||||||
Weighted average shares outstanding: |
||||||||||||
Basic |
135.4 | 135.4 | ||||||||||
Diluted |
135.7 | 135.7 |
See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
3
|
||||||||||||
SERVICEMASTER GLOBAL HOLDINGS, INC. |
||||||||||||
Unaudited Pro Forma Condensed Consolidated Statements of Operations |
||||||||||||
(In millions, except per share data) |
||||||||||||
|
||||||||||||
|
||||||||||||
|
Year Ended December 31, 2017 |
|||||||||||
|
Pro Forma |
|||||||||||
|
Discontinued |
ServiceMaster |
||||||||||
|
As |
Operations - |
Pro Forma |
Continuing |
||||||||
|
Reported |
AHS (A) |
Adjustments |
Operations |
||||||||
Revenue |
$ |
2,912 |
$ |
(1,157) |
$ |
— |
$ |
1,755 | ||||
Cost of services rendered and products sold |
1,552 | (591) |
— |
962 | ||||||||
Selling and administrative expenses |
773 | (274) |
— |
500 | ||||||||
Amortization expense |
27 | (8) |
— |
18 | ||||||||
401(k) Plan corrective contribution |
(3) |
— |
— |
(3) | ||||||||
Fumigation related matters |
4 |
— |
— |
4 | ||||||||
Impairment of software and other related costs |
2 |
— |
— |
2 | ||||||||
Restructuring charges |
34 |
— |
— |
34 | ||||||||
American Home Shield spin-off charges |
13 | (13) |
— |
(0) | ||||||||
Interest expense |
150 | (1) |
— |
150 | ||||||||
Interest and net investment income |
(4) | 2 |
— |
(2) | ||||||||
Loss on extinguishment of debt |
6 |
— |
— |
6 | ||||||||
Income from Continuing Operations before Income Taxes |
370 | (271) |
— |
99 | ||||||||
Provision for income taxes |
(139) | (103) | 1 |
(D) |
(241) | |||||||
Income from Continuing Operations |
$ |
509 |
$ |
(168) |
$ |
(1) |
$ |
340 | ||||
|
||||||||||||
Per Share information: |
||||||||||||
Based earnings per share of common stock from continuing operations |
$ |
3.79 |
$ |
2.53 | ||||||||
Diluted earnings per share of common stock from continuing operations |
$ |
3.76 |
$ |
2.51 | ||||||||
|
||||||||||||
Weighted average shares outstanding: |
||||||||||||
Basic |
134.4 | 134.4 | ||||||||||
Diluted |
135.4 | 135.4 |
See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
4
|
||||||||||||
SERVICEMASTER GLOBAL HOLDINGS, INC. |
||||||||||||
Unaudited Pro Forma Condensed Consolidated Statements of Operations |
||||||||||||
(In millions, except per share data) |
||||||||||||
|
||||||||||||
|
||||||||||||
|
Year Ended December 31, 2016 |
|||||||||||
|
Pro Forma |
|||||||||||
|
Discontinued |
ServiceMaster |
||||||||||
|
As |
Operations - |
Pro Forma |
Continuing |
||||||||
|
Reported |
AHS (A) |
Adjustments |
Operations |
||||||||
Revenue |
$ |
2,746 |
$ |
(1,020) |
$ |
— |
$ |
1,726 | ||||
Cost of services rendered and products sold |
1,448 | (524) |
— |
924 | ||||||||
Selling and administrative expenses |
711 | (250) |
— |
461 | ||||||||
Amortization expense |
33 | (6) |
— |
27 | ||||||||
401(k) Plan corrective contribution |
2 |
— |
— |
2 | ||||||||
Fumigation related matters |
93 |
— |
— |
93 | ||||||||
Insurance reserve adjustment |
23 |
— |
— |
23 | ||||||||
Impairment of software and other related costs |
1 |
— |
— |
1 | ||||||||
Restructuring charges |
17 | (2) |
— |
15 | ||||||||
Gain on sale of Merry Maids branches |
(2) |
— |
— |
(2) | ||||||||
Interest expense |
153 |
— |
— |
153 | ||||||||
Interest and net investment income |
(6) | 5 |
— |
(1) | ||||||||
Loss on extinguishment of debt |
32 |
— |
— |
32 | ||||||||
Income from Continuing Operations before Income Taxes |
241 | (242) |
— |
— |
||||||||
Provision for income taxes |
85 | (89) |
— |
(4) | ||||||||
Equity in losses of joint venture |
(1) |
— |
— |
(1) | ||||||||
Income from Continuing Operations |
$ |
155 |
$ |
(153) |
$ |
— |
$ |
3 | ||||
|
||||||||||||
Per Share information: |
||||||||||||
Based earnings per share of common stock from continuing operations |
$ |
1.15 |
$ |
0.02 | ||||||||
Diluted earnings per share of common stock from continuing operations |
$ |
1.13 |
$ |
0.02 | ||||||||
|
||||||||||||
Weighted average shares outstanding: |
||||||||||||
Basic |
135.3 | 135.3 | ||||||||||
Diluted |
137.3 | 137.3 |
See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
5
|
||||||||||||
SERVICEMASTER GLOBAL HOLDINGS, INC. |
||||||||||||
Unaudited Pro Forma Condensed Consolidated Statements of Operations |
||||||||||||
(In millions, except per share data) |
||||||||||||
|
||||||||||||
|
||||||||||||
|
Year Ended December 31, 2015 |
|||||||||||
|
Pro Forma |
|||||||||||
|
Discontinued |
ServiceMaster |
||||||||||
|
As |
Operations - |
Pro Forma |
Continuing |
||||||||
|
Reported |
AHS (A) |
Adjustments |
Operations |
||||||||
Revenue |
$ |
2,594 |
$ |
(917) |
$ |
— |
$ |
1,678 | ||||
Cost of services rendered and products sold |
1,375 | (468) |
— |
908 | ||||||||
Selling and administrative expenses |
666 | (230) |
— |
437 | ||||||||
Amortization expense |
38 | (4) |
— |
34 | ||||||||
401(k) Plan corrective contribution |
23 | (1) |
— |
22 | ||||||||
Fumigation related matters |
9 |
— |
— |
9 | ||||||||
Impairment of software and other related costs |
— |
— |
— |
— |
||||||||
Restructuring charges |
5 |
— |
— |
5 | ||||||||
Gain on sale of Merry Maids branches |
(7) |
— |
— |
(7) | ||||||||
Interest expense |
167 |
— |
— |
167 | ||||||||
Interest and net investment income |
(9) | 8 |
— |
(1) | ||||||||
Loss on extinguishment of debt |
58 |
— |
— |
58 | ||||||||
Income from Continuing Operations before Income Taxes |
270 | (222) |
— |
48 | ||||||||
Provision for income taxes |
107 | (80) |
— |
27 | ||||||||
Income from Continuing Operations |
$ |
162 |
$ |
(142) |
$ |
— |
$ |
21 | ||||
|
||||||||||||
Per Share information: |
||||||||||||
Based earnings per share of common stock from continuing operations |
$ |
1.20 |
$ |
0.15 | ||||||||
Diluted earnings per share of common stock from continuing operations |
$ |
1.19 |
$ |
0.15 | ||||||||
|
||||||||||||
Weighted average shares outstanding: |
||||||||||||
Basic |
135.0 | 135.0 | ||||||||||
Diluted |
136.6 | 136.6 |
See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
6
|
|||||||||||||||
SERVICEMASTER GLOBAL HOLDINGS, INC. |
|||||||||||||||
Unaudited Pro Forma Condensed Consolidated Statement of Financial Position |
|||||||||||||||
(In millions, except share data) |
|||||||||||||||
|
|||||||||||||||
|
As of June 30, 2018 |
||||||||||||||
|
Discontinued |
||||||||||||||
|
Operations - |
Pro Forma |
|||||||||||||
|
As Reported |
AHS (A) |
Adjustments |
Pro Forma |
|||||||||||
Assets: |
|||||||||||||||
Current Assets: |
|||||||||||||||
Cash and cash equivalents |
$ |
449 |
$ |
(314) |
$ |
64 |
(B) |
$ |
199 | ||||||
Marketable securities |
25 | (25) |
— |
— |
|||||||||||
Investment in frontdoor, inc. |
— |
— |
694 |
(C) |
694 | ||||||||||
Receivables, net |
202 | (22) |
— |
180 | |||||||||||
Inventories |
46 |
— |
— |
46 | |||||||||||
Prepaid expenses and other assets |
92 | (9) |
— |
83 | |||||||||||
Total Current Assets |
814 | (370) | 759 | 1,202 | |||||||||||
Other Assets: |
|||||||||||||||
Property and equipment, net |
245 | (34) |
— |
211 | |||||||||||
Goodwill |
2,396 | (476) |
— |
1,920 | |||||||||||
Intangible assets, primarily trade names, service marks and trademarks, net |
1,743 | (161) |
— |
1,582 | |||||||||||
Restricted cash |
89 |
— |
— |
89 | |||||||||||
Notes receivable |
43 | (25) |
— |
18 | |||||||||||
Long-term marketable securities |
21 | (1) |
— |
21 | |||||||||||
Deferred customer acquisition costs |
94 | (21) |
— |
73 | |||||||||||
Other assets |
86 | (1) |
— |
84 | |||||||||||
Total Assets |
$ |
5,530 |
$ |
(1,089) |
$ |
759 |
$ |
5,200 | |||||||
|
|||||||||||||||
Liabilities and Stockholders' Equity: |
|||||||||||||||
Current Liabilities: |
|||||||||||||||
Accounts payable |
$ |
159 |
$ |
(47) |
$ |
— |
$ |
112 | |||||||
Accrued liabilities: |
|||||||||||||||
Payroll and related expenses |
58 | (6) |
— |
52 | |||||||||||
Self-insured claims and related expenses |
142 | (85) |
— |
56 | |||||||||||
Accrued interest payable |
13 |
— |
— |
13 | |||||||||||
Other |
68 | (18) |
— |
50 | |||||||||||
Deferred revenue |
290 | (188) |
— |
101 | |||||||||||
Current portion of long-term debt |
61 | (2) |
— |
59 | |||||||||||
Total Current Liabilities |
791 | (347) |
— |
444 | |||||||||||
Long-Term Debt |
2,675 |
— |
— |
2,675 | |||||||||||
Other Long-Term Liabilities: |
|||||||||||||||
Deferred taxes |
529 | (46) | (1) |
(D) |
482 | ||||||||||
Other long-term obligations, primarily self-insured claims |
188 | (2) |
— |
186 | |||||||||||
Total Other Long-Term Liabilities |
717 | (48) | (1) | 668 | |||||||||||
Commitments and Contingencies |
|||||||||||||||
Stockholders' Equity: |
|||||||||||||||
Common stock $0.01 par value, (authorized 2,000,000,000 shares with 147,079,375 shares issued and 135,557,005 outstanding at June 30, 2018) |
2 |
— |
— |
2 | |||||||||||
Additional paid-in capital |
2,336 |
— |
— |
2,336 | |||||||||||
Accumulated deficit |
(745) | (693) | 760 |
(E) |
(678) | ||||||||||
Accumulated other comprehensive income |
20 |
— |
— |
20 | |||||||||||
Less common stock held in treasury, at cost (11,522,370 shares at June 30, 2018) |
(267) |
— |
— |
(267) | |||||||||||
Total Stockholders' Equity |
1,347 | (693) | 760 | 1,414 | |||||||||||
Total Liabilities and Stockholders' Equity |
$ |
5,530 |
$ |
(1,089) |
$ |
759 |
$ |
5,200 |
See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
7
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note A: Adjustments reflect the classification of revenues, expenses, assets, liabilities and equity attributable to the American Home Shield segment as discontinued operations, which were included in the Company’s historical financial statements. Interest expense and corporate expenses that were not specifically related to the American Home Shield segment have been excluded as such general corporate expenses do not meet the requirements to be presented in discontinued operations.
Note B: Represents the establishment of the target cash amount of Frontdoor as contemplated by the Separation and Distribution Agreement. Per the Separation and Distribution Agreement, subject to the completion of a final evaluation of reserve requirements, Frontdoor will have approximately $275 million of cash and short-term marketable securities.
Note C: Reflects the retention by ServiceMaster of 19.8% of the outstanding common stock of Frontdoor, recorded at its estimated fair value on the date of the Transaction using Frontdoor’s opening share price on October 1, 2018, of $41.50.
Note D: As a direct result of the Transaction, ServiceMaster anticipates recording a valuation allowance associated with certain of its deferred tax assets.
Note E: Reflects the impact to ServiceMaster’s Stockholders’ Equity from the pro forma adjustments described above.
8
Exhibit 99.2
SERVICEMASTER GLOBAL HOLDINGS, INC. |
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Supplemental Unaudited Pro Forma Financial Information |
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(In millions) |
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Six months ended |
Year ended |
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June 30, 2018 |
December 31, 2017 |
December 31, 2016 |
December 31, 2015 |
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Income from continuing operations |
$ |
48 |
$ |
340 |
$ |
3 |
$ |
21 | ||||
Depreciation and amortization expense |
44 | 86 | 80 | 75 | ||||||||
401(k) Plan corrective contribution |
— |
(3) | 2 | 22 | ||||||||
Fumigation related matters |
— |
4 | 93 | 9 | ||||||||
Insurance reserve adjustment |
— |
— |
23 |
— |
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Non-cash stock-based compensation expense |
8 | 10 | 12 | 8 | ||||||||
Restructuring charges |
12 | 21 | 15 | 5 | ||||||||
Gain on sale of Merry Maids branches |
— |
— |
(2) | (7) | ||||||||
American Home Shield spin-off charges |
— |
— |
— |
— |
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Non-cash impairment of software and other related costs |
— |
2 | 1 |
— |
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Provision for income taxes |
34 | (243) | (4) | 27 | ||||||||
Loss on extinguishment of debt |
— |
6 | 32 | 58 | ||||||||
Interest expense |
75 | 150 | 153 | 167 | ||||||||
Other non-operating expenses |
— |
— |
— |
2 | ||||||||
Adjusted EBITDA |
$ |
221 |
$ |
373 |
$ |
406 |
$ |
388 | ||||
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Terminix |
195 | 330 | 371 | 347 | ||||||||
American Home Shield |
— |
— |
— |
— |
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Franchise Services Group |
46 | 87 | 79 | 77 | ||||||||
Corporate |
(21) | (45) | (45) | (37) | ||||||||
Adjusted EBITDA |
$ |
221 |
$ |
373 |
$ |
406 |
$ |
388 |
The Corporate Segment Adjusted EBITDA includes historically incurred cost of certain corporate-level activities performed on behalf of the American Home Shield Business. Such corporate costs include: accounting and finance, legal, human resources, information technology, insurance, real estate, tax services and other costs. These costs will be transitioned to Frontdoor through a combination of (1) immediate transfers of certain activities to Frontdoor and (2) payments to ServiceMaster by Frontdoor under transition services agreements. At June 30, 2018, and December 31, 2017, 2016 and 2015, the corporate-level activities historically allocated to the American Home Shield segment that are not included within discontinued operations and are presented within the Corporate segment above totaled approximately $22 million, $44 million, $42 million and $29 million, respectively.
ServiceMaster Investor Relations: |
Jesse Jenkins |
901.597.8259 |
Jesse.Jenkins@servicemaster.com |
|
ServiceMaster Media Relations: |
James Robinson |
901.597.7521 |
James.Robinson@servicemaster.com |
ServiceMaster Appoints Deni Naumann Interim President of Terminix Commercial
Announces Departure of Kelly Kambs
Confirms Full Year 2018 Guidance
MEMPHIS, TENN. — October 2, 2018 — ServiceMaster Global Holdings, Inc. (NYSE: SERV), a leading provider of essential residential and commercial services, today announced it has named Deni Naumann as interim president of Terminix Commercial, following the departure of Kelly Kambs.
Kambs, who joined the company in February 2018, led several key efforts as part of the Terminix transformation initiative, including the separation of Terminix Commercial from the Terminix Residential business unit. “I want to thank Kelly for her contributions to the company and wish her the best,” said Nik Varty, ServiceMaster chief executive officer.
Naumann has nearly three decades of managerial experience, including 12 years as the president of Copesan Services, Inc., which was acquired by ServiceMaster in March 2018. Under her leadership, Copesan grew to include more than 85 independent local pest management service providers and to directly own two companies: Wil-Kil Pest Control, based in Sun Prairie, Wis., and Holder’s Pest Solutions, based in Houston, Texas.
Naumann joined ServiceMaster at the time of the acquisition and assumed responsibility for building a strong Terminix / Copesan National Accounts business. She played a pivotal role in the successful integration with ServiceMaster, and has continued to lead Copesan since the acquisition while also overseeing Terminix Commercial and Copesan National Accounts operations. She will continue to lead National Accounts while serving as interim leader of the Commercial business unit and will be integral in the search for a new president for Terminix Commercial.
“Deni has done a great job of helping us position our commercial pest business for long-term growth, and we have learned a great deal from her about delivering the highest-quality pest management solutions to sophisticated commercial customers,” said Varty. “Her strong leadership and commitment to people have been vital to our integration of Copesan and the transformation of the commercial business over the last
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several months. She truly embodies the We Serve, We Care, We Deliver philosophy we strive for in our organization.”
Prior to joining Copesan in 2006, Naumann held a series of leadership positions at S.C. Johnson over 16 years. She earned a B.A. from Drake University in Des Moines, Iowa, and began her career with Leo Burnett, a major advertising agency in Chicago.
2018 Guidance Confirmed
ServiceMaster also confirmed its previously announced full year 2018 guidance, ex-American Home Shield (now doing business as Frontdoor, Inc.), of revenue between $1,875 million and $1,890 million and adjusted EBITDA, including spin related dis-synergies, between $425 million and $435 million, excluding reclassifications resulting from the Distribution. With the Distribution now complete, the historical results of the American Home Shield segment will be reported as discontinued operations for all historical periods (beginning with the company’s 2018 annual report on Form 10-K). The reporting of American Home Shield as a discontinued operation will result in the reclassification of certain expenses from the American Home Shield segment to Corporate in those historical periods. Such reclassifications will not affect previously reported Net Income.
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 AmeriSpec (home inspections), Furniture Medic (cabinet and furniture repair), Merry Maids (residential cleaning), ServiceMaster Clean (janitorial), ServiceMaster Restore (disaster restoration), Terminix (residential termite and pest control) and Terminix Commercial (commercial termite and pest control). The company is headquartered in Memphis, Tenn. Go to servicemaster.com for more information or follow the company at twitter.com/ServiceMaster or facebook.com/ServiceMaster.
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