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KeyBanc Capital Markets Industrial, Automotive & Transportation Conference June 2016

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Page 1: KeyBanc Capital Markets Industrial, Automotive ... › ... › KeyBanc-Conference-June-2016.pdf• Targets $25+B fragmented global market with significant bolt-on acquisition potential

KeyBanc Capital Markets

Industrial, Automotive &

Transportation Conference

June 2016

Page 2: KeyBanc Capital Markets Industrial, Automotive ... › ... › KeyBanc-Conference-June-2016.pdf• Targets $25+B fragmented global market with significant bolt-on acquisition potential

1

Safe Harbor Statements

This presentation contains “forward-looking” statements that involve risks, uncertainties and assumptions. If the risks or uncertainties evermaterialize or the assumptions prove incorrect, our results may differ materially from those expressed or implied by such forward-lookingstatements. Accordingly, we caution you not to place undue reliance on these statements. All statements other than statements of historical factcould be deemed forward-looking, including, but not limited to, any projections of financial information; any statements about historical results thatmay suggest trends for our business; any statements of the plans, strategies and objectives of management for future operations; any statementsof expectation or belief regarding future events, technology developments or enforceability of our intellectual property rights; and any statements ofassumptions 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 futureperformance. Actual results could differ materially from our current expectations as a result of many factors, including but not limited to: the impactof our substantial indebtedness; the effect of local, national and international economic, credit and capital market conditions on the economy ingeneral, and on the industries in which we operate in particular; access to available and reasonable financing on a timely basis and the availabilityof 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 ourproducts; changes in technology and manufacturing techniques; loss of key personnel; increases in cost of our raw materials and our possibleinability 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 complianceand/or the imposition of liabilities under environmental, health and safety laws and regulations; the costs of asbestos claims; a potential impairmentof goodwill and intangible assets; changes in governmental laws and regulations, or the interpretation or enforcement thereof, including forenvironmental matters; viability of key suppliers; reliance on intellectual property; potential product liability claims; work stoppages by unionizedemployees; 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 maintaininghealthcare insurance and benefits; and anti-takeover provisions in our charter documents. These and other risks and uncertainties associated withour 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 toupdate 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 filedwith the Securities and Exchange Commission on May 19, 2016. These historical and forward-looking non-GAAP measures are in addition to, not asubstitute for or superior to, measures of financial performance prepared in accordance with GAAP. Our SEC filings contain additional informationabout these non-GAAP measures and why we use them.

Page 3: KeyBanc Capital Markets Industrial, Automotive ... › ... › KeyBanc-Conference-June-2016.pdf• Targets $25+B fragmented global market with significant bolt-on acquisition potential

2

Rexnord Highlights

Robust Free Cash Flow

Industry-Leading Profitability

Rexnord Business System

Shift in Portfolio Momentum

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

Large Majority of Industrial Sales Currently for MRO Applications

Building on Sustainable Competitive Advantages

Executing 20+% Footprint Reduction & Repositioning

Commercial Excellence Initiatives, Strategic Product Line Extensions

Disciplined Capital Allocation

Investing in Above-Market Organic Growth

Longer-Term Shareholder Value Creation with Strategic M&A

Page 4: KeyBanc Capital Markets Industrial, Automotive ... › ... › KeyBanc-Conference-June-2016.pdf• Targets $25+B fragmented global market with significant bolt-on acquisition potential

3

Rexnord Overview

Note: All figures are FY16. Platform margins exclude corporate expenses.

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 • 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 • EBITDA Margin: 21%

Page 5: KeyBanc Capital Markets Industrial, Automotive ... › ... › KeyBanc-Conference-June-2016.pdf• Targets $25+B fragmented global market with significant bolt-on acquisition potential

Rexnord Historical Summary

Consistent Focus on Value Creation4

Valued by Carlyle Apollo IPO Trade*

source: Company reports, Capital IQ. * 52-week high.

Ent Value

($millions)

Adj EBITDA

($millions)

Key

AcquisitionsFalk Zurn VAG

Precision

Gear

Tollok

Euroflex

GT

$ 907

$ 1825

$ 3920$ 4200

0

1,000

2,000

3,000

4,000

5,000

0

100

200

300

400

500

FY03 FY04 FY05 FY06 FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16

Adj EBITDA

Enterprise Value

Page 6: KeyBanc Capital Markets Industrial, Automotive ... › ... › KeyBanc-Conference-June-2016.pdf• Targets $25+B fragmented global market with significant bolt-on acquisition potential

More Balanced Portfolio

5

Portfolio management & capital allocation to reduce cyclicality

• Water Management is leveraging steady core growth with solid margin expansion.

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

• Food & beverage market values product innovation, adds relatively stable demand patterns.

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

FY16 Pro Forma EBITDA Composition

Note: Adjusted EBITDA defined as per SEC filings. FY16 Pro Forma includes Cambridge acquisition (pending).

FY15 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

38%

PMC:Aero +

Consumer

34%PMC:

Process Industries

28%

PMC: Process

Industries

40%

Page 7: KeyBanc Capital Markets Industrial, Automotive ... › ... › KeyBanc-Conference-June-2016.pdf• Targets $25+B fragmented global market with significant bolt-on acquisition potential

Cambridge International Summary

6

Cambridge will expand 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

• Acquisition expected to close in June 2016

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

• Direct sellers increase roughly 10-fold as Rexnord adds particular strength in Europe

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

Page 8: KeyBanc Capital Markets Industrial, Automotive ... › ... › KeyBanc-Conference-June-2016.pdf• Targets $25+B fragmented global market with significant bolt-on acquisition potential

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

7

• FY17 program capex $14-16 million

• FY17 est. restructuring expenses

$20-22 million, down $5-7 million yr/yr

• FY17 est. nonrecurring expenses

impact to Adjusted EBITDA est. $14

million, partially offset by initial savings

• FY17 net impact to Adjusted EBITDA

est. $7-8 million of net expense (versus

$10 million expense in FY16)

• Launch initial Mid-Tier PT products

• Launch next stage in SCOFR

• FY16-17 initiatives expected to

benefit Process & Motion Control

margins by ~200 bps

• FY16 initiatives elevate Water

Management Adjusted EBITDA margin

above targeted 20%

• FY18 net impact to Adjusted EBITDA

est. $25 million benefit

• Lower fixed costs = more flexible cost

structure, reduced maintenance capex

• Expanding Mid-Tier PT offering

• Additional supply chain repositioning

• Additional structural cost reductions

• Improved variable cost structure

• Improved free cash flow

ImplementationFY17 New Current StateFY18 New Future StateFY19

Structural cost reduction initiatives gather momentum

Page 9: KeyBanc Capital Markets Industrial, Automotive ... › ... › KeyBanc-Conference-June-2016.pdf• Targets $25+B fragmented global market with significant bolt-on acquisition potential

Capital Allocation Focus

8

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

Page 10: KeyBanc Capital Markets Industrial, Automotive ... › ... › KeyBanc-Conference-June-2016.pdf• Targets $25+B fragmented global market with significant bolt-on acquisition potential

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

9

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 11: KeyBanc Capital Markets Industrial, Automotive ... › ... › KeyBanc-Conference-June-2016.pdf• Targets $25+B fragmented global market with significant bolt-on acquisition potential

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

10

Page 12: KeyBanc Capital Markets Industrial, Automotive ... › ... › KeyBanc-Conference-June-2016.pdf• Targets $25+B fragmented global market with significant bolt-on acquisition potential

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, 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

11

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 13: KeyBanc Capital Markets Industrial, Automotive ... › ... › KeyBanc-Conference-June-2016.pdf• Targets $25+B fragmented global market with significant bolt-on acquisition potential

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

12

Page 14: KeyBanc Capital Markets Industrial, Automotive ... › ... › KeyBanc-Conference-June-2016.pdf• Targets $25+B fragmented global market with significant bolt-on acquisition potential

Executive Summary

13

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 15: KeyBanc Capital Markets Industrial, Automotive ... › ... › KeyBanc-Conference-June-2016.pdf• Targets $25+B fragmented global market with significant bolt-on acquisition potential

14

Appendix

Page 16: KeyBanc Capital Markets Industrial, Automotive ... › ... › KeyBanc-Conference-June-2016.pdf• Targets $25+B fragmented global market with significant bolt-on acquisition potential

15

Non-GAAP Reconciliations

Note: During the fourth quarter of fiscal 2011, the Company voluntarily changed its method of accounting for actuarial gains and losses related to its pension and other postretirement benefit plans. Please refer to footnote 2 of the audited financial statements of the March 31, 2011 Form 10-K filed by the Company’s subsidiaries, RBS Global, Inc. and Rexnord LLC for further information.

(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 (income) expense, net includes the impact of foreign currency transactions, sale of property, plant and equipment, other miscellaneous expenses and a recovery under the Continued Dumping and

Subsidy Offset Act.

FYE March 31,

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

operations$30.6 $47.3 $25.0 $91.8 $68.9

Interest expense, net 176.2 153.3 109.1 87.9 91.4

(Benefit) provision for income taxes 6.5 15.4 (10.0) 16.8 17.1

Depreciation and amortization 112.7 110.9 106.9 112.2 115.4

EBITDA $326.0 $326.9 $231.0 $308.7 $292.8

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

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

Stock-based compensation expense 3.7 7.1 7.0 6.4 7.5

Impact of inventory fair value adjustment 4.2 — 1.7 3.2 —

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

Zurn PEX loss contingency — 10.1 — — —

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

Subtotal of adjustments to EBITDA 50.2 63.2 173.7 96.3 72.7

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

Pro forma adjustment for acquisitions 11.3 —

Pro Forma Adjusted EBITDA $416.3 $365.5

Page 17: KeyBanc Capital Markets Industrial, Automotive ... › ... › KeyBanc-Conference-June-2016.pdf• Targets $25+B fragmented global market with significant bolt-on acquisition potential

16

Non-GAAP Reconciliations (Continued)

Q4 FY 2016 Q4 FY 2015

US$ in millions

(except per share amounts)

Operating

Income Net Income EPS

Operating

Income Net Income EPS

As reported, from continuing operations $17.1 $0.8 $0.01 $32.4 $35.7 $0.34

Amortization — 14.3 0.14 — 14.3 0.14

Stock Option Expense 1.7 — — 1.6 — —

Restructuring Expense (1) 24.2 24.2 0.23 5.8 5.8 0.06

LIFO Income (2.2) — — (1.9) — —

Inventory Fair Value Adjustment — — — 1.1 1.1 0.01

Actuarial Loss on Pension/OPEB 12.9 12.9 0.13 28.0 28.0 0.27

Supply Chain Optimization & Footprint

Repositioning Program (2)1.0 1.0 0.01 — — —

Impact of RHF Product Line (3) 10.7 10.7 0.10 3.7 3.7 0.03

All Other Non-Operating (4) — (5.6) (0.05) — (1.8) (0.02)

Tax Impacts on Adjustments — (20.5) (0.20) — (18.3) (0.18)

As Adjusted $65.4 $37.8 $0.37 $70.7 $68.5 $0.65

(1) Includes $13.6 million impairment charge related to the RHF product line exit in Q4 FY16.(2) Represents accelerated depreciation associated with our strategic supply chain optimization and footprint repositioning initiatives.(3) Operating loss of RHF product line, excluding restructuring and other nonrecurring items.(4) Other income, net includes the impact of foreign currency transactions, sale of property, plant and equipment, and other miscellaneous income and expense, including a fiscal 2016

recovery of $8.4 million under the Continued Dumping and Subsidy Offset Act.