ST. LOUIS--(BUSINESS WIRE)--Core & Main Inc. (NYSE: CNM), a leader in advancing reliable infrastructure with local service, nationwide, has entered into a definitive agreement to acquire Dana Kepner Company LLC, and associated entities. Dana Kepner is a distributor of water, wastewater, storm drainage, and geotextile products, along with specialty tools and accessories. The acquisition is subject to regulatory approval and other customary closing conditions. “The team at Dana Kepner recognizes the import ...

ST. LOUIS--(BUSINESS WIRE)--Core & Main Inc. (NYSE: CNM), a leader in advancing reliable infrastructure with local service, nationwide, today announced the launch of an underwritten secondary public offering of 19.8 million shares of its Class A common stock by certain selling stockholders. Core & Main is not offering any shares of Class A common stock in the offering and will not receive any proceeds from the offering. The offering is subject to market and other conditions, and there can be no assurance as ...

Fiscal 2023 Third Quarter Results DECEMBER 5, 2023 Cautionary Note Regarding Forward-Looking Statements 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, Operating Cash Flow Conversion 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 there ...

Financial Data and Key Metrics Changes - Net sales for the third quarter were just over $1.8 billion, slightly above the prior year period, and up 30% from the third quarter of fiscal 2021 [23][28] - Gross margin was 27%, which was 50 basis points lower than last year due to inventory costs catching up with current market prices [8][17] - Adjusted EBITDA decreased approximately 5% to $260 million, with adjusted EBITDA margin decreasing 90 basis points to 14.2% [13] - Net income for the third quarter was $158 million compared to $178 million in the prior year period, primarily due to lower operating income [9] Business Line Data and Key Metrics Changes - Municipal repair and replacement activity remained stable year-over-year, while new residential lot development improved sequentially from the second quarter [3] - Nonresidential volumes began to stabilize late in the third quarter due to balanced exposure across various project types [3] - Price contribution to net sales growth was flat for the quarter, with organic volumes down low single digits [28][11] Market Data and Key Metrics Changes - The company expects municipal repair and replacement activity to remain stable year-over-year in the fourth quarter, with new residential lot development growth anticipated to improve sequentially [31] - Nonresidential volumes are expected to be flat to slightly down year-over-year, similar to the third quarter [31] Company Strategy and Development Direction - The company continues to target attractive M&A opportunities, announcing three new acquisitions after the quarter, with a total of eight acquisitions signed or closed this year, enhancing product offerings and market position [4][26] - The company aims for 2% to 4% annual net sales growth from M&A over the next several years [4][26] - Focus remains on customer service, technical expertise, productivity, and pricing execution, with significant liquidity expected to drive shareholder value through share repurchases or dividends [12] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the ability to sustain margins through ongoing margin initiatives and synergies from M&A, despite expectations of gross margin normalization in the fourth quarter [11][33] - The company anticipates end market volumes to be roughly flat to up low single digits in 2024, depending on broader economic conditions [32][38] - Management noted that the IIJA funds have been slower than anticipated but are starting to see projects utilizing that funding, particularly in the upper Midwest [117] Other Important Information - The company executed share repurchases totaling $770 million so far this year, retiring 30 million shares in total [10][18] - The company opened two new greenfield locations in the third quarter, expanding product offerings in underpenetrated markets [24][36] Q&A Session Summary Question: What is the outlook for end markets in 2024? - Management expects overall end markets to be flat to low single digits, with municipal base remaining stable and potential growth in residential if mortgage rates stabilize [81][82] Question: How is the company managing inventory and cost pressures? - Management reported good progress in reducing inventory levels and optimizing sourcing, which has contributed to better margin performance than anticipated [91][96] Question: What is the company's strategy regarding M&A? - Management indicated a consistent appetite for M&A, with a robust pipeline and no significant changes in strategy despite market conditions [85][88] Question: How does the company view pricing in 2024? - Management anticipates a neutral price environment in 2024, with potential ups and downs in specific product categories [57][94] Question: What are the expectations regarding IIJA spending? - Management noted that while IIJA funds have been slow to materialize, there are signs of projects starting to utilize these funds, particularly in certain states [117]

Financial Performance - Net income for the three months ended October 29, 2023, was $158 million, a decrease of 11.2% from $178 million for the same period in 2022[54]. - Total comprehensive income attributable to Core & Main, Inc. for the three months ended October 29, 2023, was $109 million, down from $131 million in the prior year, representing a decline of 16.8%[54]. - Total net sales for the three months ended October 29, 2023, were $1.827 billion, slightly up from $1.818 billion in the same period last year, reflecting a growth of 0.5%[72]. - The company’s total comprehensive income for the nine months ended October 29, 2023, was $451 million, down from $557 million in the same period of 2022, indicating a decline of 18.9%[54]. - The Company reported net income of $158 million for the three months ended October 29, 2023, compared to $178 million for the same period in the previous year[90]. - Basic earnings per share for the three months ended October 29, 2023, was $0.65, consistent with the same period in the previous year[90]. Assets and Liabilities - Total assets increased to $5,067 million as of October 29, 2023, compared to $4,909 million on January 29, 2023, reflecting a growth of approximately 3.2%[39]. - Current assets decreased slightly to $2,171 million from $2,211 million, with cash and cash equivalents dropping from $177 million to $101 million[39]. - Total liabilities increased to $2,852 million from $2,499 million, marking a rise of approximately 14.1%[39]. - Long-term debt remained relatively stable at $1,436 million compared to $1,444 million, showing a minor decrease[39]. - As of October 29, 2023, total debt obligations amounted to $1,478 million, with a Senior Term Loan due July 2028 of $1,463 million and no amounts outstanding under the Senior ABL Credit Facility[96][97]. Cash Flow and Investments - Cash provided by operating activities for the nine months ended October 29, 2023, was $775 million, significantly higher than $94 million for the same period in 2022[59]. - The company reported a net cash used in investing activities of $(182) million for the nine months ended October 29, 2023, compared to $(133) million in the same period last year[59]. - The company made acquisitions with an aggregate transaction value of $161 million during the nine months ended October 29, 2023, compared to $110 million in the same period of the previous year[73]. - In Fiscal 2023, the Company acquired J.W. D'Angelo Company, Inc., Foster Supply Inc., Midwest Pipe Supply Inc., UPSCO Manufacturing & Distribution Company, and Landscape & Construction Supplies, totaling a net cash outflow of $151 million[74]. Acquisitions and Goodwill - The net assets acquired in Fiscal 2023 amounted to $159 million, while the net assets acquired in Fiscal 2022 were $114 million[76]. - Goodwill associated with Fiscal 2023 acquisitions was recorded at $3 million, while Fiscal 2022 acquisitions had goodwill of $20 million[76]. - The carrying amount of the Company's goodwill as of October 29, 2023, was $1,552 million, an increase from $1,535 million at the beginning of the period[79]. - Goodwill acquired during the nine months ended October 29, 2023, was related to Fiscal 2023 Acquisitions, reflecting the excess of purchase price over the fair value of net assets acquired[93]. Market and Operational Insights - The company operates approximately 320 branches across 48 states, enhancing its market reach and service capabilities[46]. - The company is focused on expanding its product offerings, including smart meter systems and fusible HDPE piping solutions, to meet evolving market demands[46]. - The company expects increased federal infrastructure investment, particularly from the IIJA's $55 billion allocation for water infrastructure, to positively impact its business[119]. - The company experienced a decline in the residential end market due to interest rate increases, which slowed home buying and new lot development[119]. - The company is exposed to price fluctuations in product procurement, which can impact margins and overall financial performance[228]. Shareholder Activities - The company repurchased 9,377,183 shares of Class A common stock for a total consideration of $332 million during the April 2023 repurchase transaction[47]. - A secondary public offering of 14,000,000 shares of Class A common stock was completed at a price of $28.215 per share, raising significant capital for the company[47]. - The Company completed several secondary offerings in 2023, with the latest on November 9, 2023, involving 8,190,569 Partnership Interests exchanged at a price per share of $30.440[117]. - The November 2023 Secondary Offering involved the sale of 19,000,000 shares of Class A common stock at a price of $30.440 per share, raising significant capital[138]. Debt and Interest Rates - The weighted average interest rate on the Senior Term Loan Facility was 7.97% as of October 29, 2023, with a fair value of $1,461 million[96]. - Each one percentage point change in interest rates would result in an approximately $15 million change in annual interest expense on the Senior Term Loan Facility[227]. - The Company estimates $41 million of cash flow interest rate swap gains will be reclassified from accumulated other comprehensive income into earnings over the next 12 months[100]. Compliance and Governance - The Company was in compliance with all debt covenants as of October 29, 2023[97]. - The company is no longer classified as a "controlled company" under NYSE rules as of September 19, 2023, and is transitioning to meet corporate governance requirements[233]. - CD&R Investors beneficially own approximately 33.3% of the combined voting power of the company's common stock, influencing significant corporate decisions[232]. Risks and Legal Proceedings - The company is not currently involved in any material legal proceedings, although it faces inherent risks related to product liability claims[231]. - The company’s cash flows from operating activities are typically lower during the first and second fiscal quarters due to working capital investments and incentive compensation payments[120].

Core & Main, Inc. (NYSE:CNM) Q2 2023 Earnings Call Transcript September 6, 2023 8:30 AM ET Company Participants Robyn Bradbury - Vice President of Finance and Investor Relations Steve LeClair - Chief Executive Officer Mark Witkowski - Chief Financial Officer Conference Call Participants Matthew Bouley - Barclays David Manthey - Baird Brian Biros - Thompson Research Mike Dahl - RBC Capital Vivek Srivastava - Goldman Sachs Patrick Baumann - JPMorgan Anthony Pettinari - Citi David Ridley-Lane - Bank of America ...

Fiscal 2023 Second Quarter Results SEPTEMBER 6, 2023 Cautionary Note Regarding Forward-Looking Statements 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, Operating Cash Flow Conversion 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 the ...

Part II - Other Information • exposure to product liability, construction defect and warranty claims and other litigation and legal proceedings; The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. | --- | --- | --- | --- | --- | |--------|--------|--------|--------|----------------------| | | | | | | | | | | | Additional Paid In | | Shares | Amount | Shares | Amount | Capital | Shareholder Ownership 3) REVENUE | --- | --- | --- | |--------------------- ...

Fiscal 2023 First Quarter Results JUNE 6, 2023 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 strateg ...

Core & Main, Inc. (NYSE:CNM) Q1 2023 Earnings Conference Call June 6, 2023 8:30 AM ET Company Participants Robyn Bradbury - Vice President, Finance, and Investor Relations Steve LeClair - Chief Executive Officer Mark Witkowski - Chief Financial Officer Conference Call Participants Kathryn Thompson - Thompson Research Group Michael Dahl - RBC Capital Market Joe Ritchie - Goldman Sachs Asher Sohnen - Citigroup David Ridley-Lane - Bank of America Operator Good morning everyone and welcome to the Core & Main Fi ...