Serve Robotics Inc.
Q4 2014 Earnings Call Transcript

Published: 27 Feb 2015

[Operator:]

Ladies and gentlemen, welcome to ServiceMaster Company's Fourth Quarter and Full Year 2014 Earnings Conference Call. Today's call is being recorded and broadcast on the Internet. Beginning today's call is Jim Shields, ServiceMaster's Vice President, Investor Relations and Treasurer, and he will introduce the other speakers on the call. At this time, we'll begin today's call. Please go ahead, Mr. Shields.

[James E. Shields:]

Thank you, Amanda. Good morning, and thank you for joining our fourth quarter 2014 earnings conference call. Today, you will hear from ServiceMaster's Chief Executive Officer, Rob Gillette; and Chief Financial Officer, Alan Haughie. For those of you who haven't had a chance to download the Investor Presentation from our website, I'll walk you through the agenda items shown on slide one. Rob will lead off by providing a summary of our full year financial results and then review our performance by segment. Alan will then review our consolidated results in more detail and provide full year 2015 outlook. Rob will then provide summary comments before opening the call to your questions. Before we begin, I'd like to remind you that throughout today's call, management may make forward-looking statements to assist you in understanding the company's strategies and operating performance. As stated on slide two, all forward-looking statements are subject to the forward-looking statement legends contained in our public filings with the Securities and Exchange Commission. These forward-looking statements are not guarantees of performance and are subject to the risk factors contained in our public filings that may cause actual results to vary materially from those contemplated in the forward-looking statements. Information discussed on today's call speaks only as of today, February 26, 2015. The company undertakes no obligation to update any information discussed on today's call. This morning, ServiceMaster issued a press release filed with the SEC on Form 10-K highlighting our full year and fourth quarter 2014 financial results, and we have posted a related presentation, both of which can be found on the Investor Relations section of our website. We will reference certain non-GAAP financial measures such as adjusted EBITDA and adjusted net income throughout today's call, and we have included definitions of these terms in our press release, which is available on our website. We have also included reconciliations of the relevant non-GAAP financial measures to the most comparable GAAP financial measures in our press release and presentation in order to better assist you in understanding our financial performance. All references on the call to EBITDA are to adjusted EBITDA as defined in our press release and the figures labeled as such therein. I'll now turn the call over to ServiceMaster's CEO, Rob Gillette for opening comments. Rob?

[Robert J. Gillette:]

All right. Thanks, Jim. Thanks to everyone for joining us this morning. Good morning, welcome to our full year and fourth quarter earnings call. 2014 was a great year at ServiceMaster, these strong results that you see demonstrate that we are not only growing our business faster and more profitably, but also building a strong customer focus team that puts a premium on keeping our commitments. As for the results, total company revenue increased to $164 million or 7% versus prior year. The increase was driven by the introduction and growth of new services at Terminix, the continued development of the direct-to-consumer channel at our American Home Shield or AHS business, and the successful acquisition and integration of Home Security of America or HSA a home warranty business that we acquired in February of last year. Our EBITDA growth demonstrates the operating leverage in our businesses, as a significant portion of our revenue growth drops to the bottom line. In 2014, our EBITDA improved a $107 million or 24% compared to prior year. Cost reduction efforts and supply chain efficiencies also contributed to EBITDA improvement. When you take into account, the benefit of the roughly $25 million of cost transferred to TruGreen, approximately 50% of the revenue increase in 2014 dropped to the bottom line. Full year adjusted net income of $167 million improved $85 million or a 104% compared to prior year. Full year adjusted diluted earnings per share of a $1.47 increased $0.58 versus prior year. I should note that the diluted shares outstanding for the full year were 114 million compared with 92 million for the prior year as a result of our issue in 41 million shares in our IPO which closed on July 1. Cash flow was very strong, pre-tax unlevered free cash flow of $525 million was an increase of $97 million and represents a very high cash contribution rate of about 94% of the EBITDA. Alan will speak more about cash flow and our use of cash later. But I'd like to note that we have paid down over $1 billion in debt over the last eight months. As a result, our balance sheet is significantly stronger. Going forward, we will continue to be judicious in our use of cash and give priority to paying down debt and de-levering the balance sheet. Moving onto slide four, all of our segments achieved significant accomplishments and realized strong revenue growth in 2014. Terminix broadened its portfolio beyond traditional pest and termite services and created growth opportunities by introducing new services such as crawl space encapsulation, wildlife removal, pest exclusion and mosquito services. By applying decades of pest control expertise in knowhow to a new set of solutions, Terminix was able to offset lower demand for traditional termite services and grow revenue by 5% and EBITDA by 16%. American Home Shield strengthened its position as the largest home warranty company in the nation, when it acquired HSA in March of 2014. The acquisition brought 125,000 new customers and expanded our U.S. footprint. AHS also invested strategically in marketing and social media to grow its direct to consumer sales channel, helping to boost year-end customer count to more than 1.5 million, with 12% revenue and 23% EBITDA increase compared to 2013. For the franchise services group, 2014 was the year of change. Late in 2014, we repositioned the business so that AHS and FSG fall under the same umbrella. Although an increase in janitorial national account revenue drove 7% revenue growth in 2014, EBITDA was flat. Under the new alignment and leadership, both businesses are beginning to share best practices and identifying strategies to drive profitability and growth in 2015. On slide five, is our service delivery platform. As we think about the future of ServiceMaster, it's essential to understand the importance of delivering on our commitment to customers. That means providing outstanding customer service with exceptional expertise in each of our businesses. Delivering on that commitment our 5,000 Terminix service technicians, 11,000 AHS contractors, with 45,000 technicians and 33,000 franchisee employees. 75,000 times a day, our customers trust us, by inviting us into their homes and businesses to help protect the most – their most valuable asset. We perform essential services that are valued by our customers, we're not a referral service. We are network of professionals who actually perform work, backed by a service guarantee. As demonstrated by our high retention rates and recurring revenue stream, customers value the dependability, technical expertise and work performed by each of these service professionals. As we expanded to new services and sales channels, we will continue to deliver on these commitments. We constantly explore ways to take advantage of our unique service delivery platform and we look to add new services through our portfolio while leveraging our operating capability across our businesses. Turning to the financial results on slide six provides the fourth quarter and full year results for Terminix. Our renewed services drove revenue and EBITDA growth in the quarter and throughout the year. As demand for traditional termite services remains challenging, we have turned our focus to building a more resilient business model with diverse offering of services. Renewed services were initiated and developed by our local branch managers in response to numerous customer requests. Previously, we were more likely to turn away enquiries to these services or refer them elsewhere. Today we're responding to these request for mosquito, wildlife exclusion and other services. We equip and train our technicians to deliver these services with the same high quality and professional standards, which customers expect from Terminix. We are building new revenue streams that will be more resilient and position us for growth in the future. American Home Shield results are shown on page seven, American Home Shield performed well with double digit top and bottom line growth in addition to reinvesting an incremental $10 million in marketing. This past year, our customer count increased 15% in total and 5% organically. The organic growth was driven by our investment in direct to consumer channel, in addition with our new product offering, we are gaining market share in the real estate channel as well. AHS offers a compelling value proposition that we believe offers homeowners meaningful savings and peace of mind. As the market leader, we are in a position to drive increase in use of home warranties, which have a low household penetration of 3% to 4%. We continue to invest in digital media and explore new and better ways to engage our customers. We have significantly increased our presence online via mobile devices, and these investments are paying off. We are seeing a significant increase in the number of customers either buying online or requesting service through self-service options such as our click-to-chat application on our website. As such, our cost to acquire and serve a customer has improved over the past year. As we continue to automate and learn new ways to engage customers, we believe we will continue to drive costs out of the business. In addition through social media, we more effectively communicate benefits of our products to consumers, and are driving an increase in adoption by the 70 million unserved owner occupied homes. We view AHS as a template of how we would like to engage our customers throughout ServiceMaster. We will continue to refine our digital offering and translate our success across the company. Turning now to slide eight. As I mentioned previously, 2014 was a year of change at the Franchise Services Group. Although revenue increased, EBITDA was flat. We are confident Mark Barry and his team are setting the right priorities for 2015. We were happy with the growth of the janitorial national account business this past year but want to set our sights on growing the ServiceMaster Restore business. To grow this business, we'll continue to work with our franchisees to establish a strong pipeline of leads, and develop our partnership with insurance companies. All these endeavors are underway, and I look forward to speaking about them throughout 2015. Alan will now review our fourth quarter and full year 2014 results in more detail, then provide a full year 2015 outlook. Alan?

[Alan J. M. Haughie:]

Thanks, Rob, and good morning everybody. I will now cover the fourth quarter results as shown on slide nine. Revenue for the quarter increased 8% or $44 million over the prior year, and I would say the year-over-year organic growth of the business was about 5% or $28 million out of that $44 million of revenue increase. The balance of the revenue increase of $16 million is largely due to acquisitions of which HSA, that Rob mentioned earlier, acquired in February 2014 represents the lion's share at about $14 million. The balance of the acquired revenue is in Terminix. There were however a number of other offsetting items within revenue that are worth mentioning here because of their impact on segment performance. About $6 million of the year-over-year revenue increase in Terminix is due to the non-recurrence of a revenue correction made in the fourth quarter of 2013 late into the timing of renewal revenue at that time. And for the company as a whole this was offset by a year-over-year decrease in revenue of about $7 million within American Home Shield relating to the relative timing of revenue between the quarters. This second item has no impact on full year revenue and you may recall that we predicted this in-year timing comparison during our second quarter conference call. And incidentally, the organic growth rates for the business segments, once these elements are removed, are very healthy at 5% each for Terminix and FSG and about 7% for HSA. The growth rate in American Home Shield is reflective of the growth in the direct to consumer channel. Gross profit increased by $25 million, of which about $6 million was due to acquisitions, again principally HSA. Therefore that $19 million of the increased gross profit was largely organic, representing a conversion rate of almost 70% of organic revenue into gross profit. By that I mean $19 million dollars of incremental margin on $28 million of incremental organic revenue. And this operating leverage helped gross margin as a percentage of revenue increase by almost 1 point to 45.4%. Selling, general and administrative expenses decreased $2 million in the quarter versus last year by almost 3% of revenue. However, this improvement in SG&A reflects the impact of about $6 million of costs being transitioned to TruGreen and the cessation of $2 million of management consulting fees to our equity sponsors post IPO. We also absorbed about $5 million of additional structural SG&A with the acquisition of HSA, and as predicted, we invested approximately $4 million more into AHS marketing than in the fourth quarter of 2013. And although I hesitate to mention this, we've also accrued roughly $5 million in increased performance based bonuses compared to the fourth quarter of last year. Therefore these five discrete items in aggregate what actually resulted in a net increase in SG&A of about $6 million. And so the fact that SG&A actually fell by $2 million reflects year-over-year functional cost reductions of about $8 million for the quarter. Now as a result of the debt reduction effected using the proceeds of the IPO and the balance sheet cash, we lowered our interest expense by about $12 million compared to last year. And in broad terms, this reflects $835 million of reduced debt within 2014, at a blended rate of a little over 6% given that we took out a combination of 7% and 8% high yield notes along with some lower cost term debt. So our pre-tax income of $36 million compares to a loss of $2 million last year with the increase essentially being the gross profit improvement of $25 million and reduced interest expense of $12 million. As discussed on prior calls, our tax rate is beginning to normalize as the level of exceptional items in our results falls. Well to put it another way, as our profit rises. And so we reported a tax rate for the quarter of about 39% and to labor this point even further, I'll discuss our tax position again when I get to the full year results. So, fourth quarter adjusted net income, which I'll define in a moment, increased by $23 million over the prior year to $32 million and the fourth quarter EBITDA of $114 million increased by $25 million over the prior year, largely reflecting the improvement in gross profit. Slide 10 provides two reconciliations. First, we walk our segment performance measure, adjusted EBITDA, down to income from continuing operations, and then we walk that reconciliation back up to adjusted net income. And as a reminder, we exclude all amortization expense, $13 million for the quarter, from adjusted net income. About $9 million of this amortization actually stems from the definite lived intangibles that were created when the company was originally taken private in July 2007. These intangibles are nearly fully amortized and the associated amortization will start to decline in the second half of 2015. And by definition, this lower amortization will boost U.S. GAAP net income, but not adjusted net income. Our full year consolidated results are shown on slide 11. Full year revenue increased by 7% or $164 million year-over-year and this reflects about $90 million or 4% of organic growth plus $56 million from the HSA acquisition, and roughly $18 million of seven Terminix acquisitions. Gross profit increased by $86 million, which again means that over 50% of incremental revenue flowed through the gross margin, thereby improving gross profit as a percentage of revenue by four tenths of a point. Selling, general and administrative expenses decreased $23 million versus prior year and by almost – well, three points as percentage of revenue. And similar to the fourth quarter SG&A discussion, there are four major offsetting items, a transition of about $25 million of cost to TruGreen, $4 million of reduced management fees to our equity sponsors offset by about $19 million of SG&A acquired so to speak with HSA and $10 million of incremental marketing spend at American Home Shield. These four items net to zero, leaving the $23 million of reported SG&A improvement wholly attributable to functional cost reductions. Now as discussed on prior calls, the IPO, the tem that we are financing in the high yield debt repayment occurred on July 2014. As a result, the other significant components of net income versus last year were the loss on extinguishment of debt to $65 million, reflecting $35 million of prepayment premiums and the write-off of $30 million of previously capitalized debt issuance costs, and the consulting agreement termination fee of $21 million. Now our full year effective tax rate is about 48% compared to about 50% last year and the principal reason for that tax rate exceeding a normalized 40% rate is the low book income for the year increasing the proportional impact of permanent differences, exacerbated somewhat by a deferred state tax adjustment related to the TruGreen separation. So year-over-year, net income from continuing operations increased by just $1 million to $43 million, as it reflects the improvements in operating performance and lower interest expense being largely offset by the loss on extinguishment of debt of $65 million, the consulting agreement termination fees of $21 million, and lastly the software impairment from the first quarter of 2014 of $47 million, all combined with a slightly lower tax charge. But of course, adjusting net income shown near the foot of the page increased by $85 million versus prior year to $167 million given that the IPO and refinancing charges and the impairment excluded from this measure. I should also mention of about the losses from discontinued operations of $100 million for 2014 and $549 million in 2013 relate entirely to TruGreen, which was spun off in January of 2014 and are largely results from impairments of the intangible assets of that business. So, full year EBITDA $557 million is $107 million higher than the prior year due almost dollar for dollar to the improvements in gross margin and SG&A as discussed. I should note that the reconciliations of income from continuing operations to adjusted EBITDA and adjusted net income for the full year are provided on slide 18 in the appendix to today's presentation. And I'll describe these reconciliations as clean and cover the year-to-date numbers for the items just discussed. Turning to cash flow, the fourth quarter and full year simplified cash flow statements are provided on slide 12 to better explain the sources and uses of cash for ServiceMaster. Pre-tax unlevered free cash flow is our preferred measure for the sustainable cash-generative capacity of the company, and the components are shown at the top of the slide. Starting with the fourth quarter. 2014 pre-tax unlevered cash flow was $139 million, a $30 million improvement over last year. And this improvement is of course largely the result of the EBITDA increase. But I'd also like to stress that the revenue growth in the quarter clearly did not require any significant working capital investment, quite the opposite in fact. Our fourth quarter is generally a period of significant cash inflow from working capital as customers traditionally pay in advance of the holiday season, and this year was no exception. And so this quarter's pre-tax unlevered cash flow represents 122% conversion of EBITDA, up 2 points on the prior year. The remainder of the items on this cash flow summary are actual amounts paid, not movements in balance sheet items and are I feel largely self-explanatory. With respect to the full year, working capital was essentially flat on revenue growth of 7% and so we generated $525 million of pre-tax unlevered free cash flow, and from this we paid $220 million in interest, $12 million in cash taxes or state taxes, $58 million for acquisitions, the largest of course being HSA and had other sundry inflows of about $20 million. This means that we generated $255 million of cash in the year for debt reduction as shown in the blue highlight box and indeed this is what we used the cash for that and funding the TruGreen spend with about $50 million. So, please note that is the formal reconciliation from the U.S. GAAP cash flow statement to pre-tax unlevered free cash flow in the appendix and in the press release. Slide 13, provides an update on that leverage and interest coverage as of the end of the year. Net leverage for 2014 is calculated as gross debt for the face value of about $3.1 billion, less unrestricted cash of a little over $300 million divided by 2014 EBITDA of $557 million. This gives us net leverage of about five times EBITDA compared to 7.8 times at the end of 2013. Furthermore, on the 17th of February, 2015, last week in other words, we redeemed $190 million of 8% senior notes full cash at a premium of 6%, which will save us about $15 million in annualized interest expense. And so, if we give effect to that annualized reduction and interest and apply this to the annualized fourth quarter 2014 interest expense of $48 million than our pro forma annualized interest expense will be about $177 million per year on our trailing 12 months EBITDA covers this more than 3.1 times. So, turning to our 2015 outlook on slide 14, we've provided a range for revenue and a minimum for adjusted EBITDA as well as comparison of the outlook to our final 2014 results. The main revenue themes in 2015 are the continuation of innovation services in Terminix against an expectation of flat termite demand. And although, we were delighted by the growth of these services in 2014, we still see a great deal of runway given that we have barely penetrate our existing customer base. Secondly, our investment in growing the direct-to-consumer channel in American Home Shield has added significantly to our customer base and therefore to our confidence in the growth prospects of that business. However, we are in the process of converting our company owned branches in Merry Maids to franchises. This process, which in isolation, when fully executed will be roughly at 2% reduction in total company revenue will partly offset the growth in the other brands. However, the conversion is expected to be largely EBITDA neutral and will actually enhance the margin percentage and we also believe this is more conducive to long-term growth of that brand. So including the Merry Maids impact, we project the revenue growth rate is about 4% to 5% and an EBITDA growth rate of roughly twice the revenue growth rate. And therefore, we currently believe we'll generate at least $610 million of EBITDA for 2015. That concludes my comments on ServiceMaster's financial results and outlook, and I'll turn the call back over to Rob for closing comments.

[Robert J. Gillette:]

Okay. Great. Thanks, Alan. As I said earlier, 2014 was a very good year, besides from the strong financial results, the ServiceMaster team worked hard to spin-off TruGreen, execute our IPO, refinance a substantial portion of our balance sheet, realigned the Franchise Services Group under AHS and recently completed a secondary offering. We're excited that we have a dedicated and motivated team in place focused on growing ServiceMaster's top and bottom line. ServiceMaster has a unique set of capabilities and we are just beginning to realize their potential. With the rollout of the new services in Terminix and the realignment of the Franchise Services Group under AHS, we're in the early stages of taking full advantage of the ability to provide essential, high quality services to our customers. We have learned a great deal over of the last 18 months about the power of the ServiceMaster business model and I'm confident, we can take these learnings and continue to build on our success in the future. I'll now turn it over and get into Q&A. So turn it back to Jim. Thanks.

[James E. Shields:]

Thanks, Amanda. Thanks Rob. Amanda, you can open it up to call to questions now.

[Operator:]

Thank you. And our first question comes from the Anjaneya Singh with Credit Suisse. Please go ahead. Anjaneya K. Singh - Credit Suisse Securities (USA) LLC (Broker) Hi, thanks for taking my questions. I'm wondering if you can first discuss the conversion of the Merry Maids branches to franchises. How quickly do you expect to get this implemented will this be for the entire I think 73-ish to 75 branches? And then also what sort of plans does this – might mean for the franchise under Terminix. What's your view on those is there are potential for that increase or do you perhaps make those company owned if you could just discuss that strategy as well? Thanks.

[Robert J. Gillette:]

Okay. I'll kick it off. It's Rob. Thanks for the question. First, as Alan mentioned, we believe that Merry Maids is a better franchise operation and branch operation whereas conversely we think Terminix is probably a better branch operation for us to run for all the reasons that we talked about and the ability to leverage the business in our performance. So we think the model in Merry Maids is going to benefit by having local owners pursue and grow the business and that'd be the primary focus of what they do. So as Alan said, the shift will change the revenue number in total, but over time we think expand the margins. So we did start out with – I think 73 branches is correct in that range. And so we're in the process of negotiating and positioning to sell those businesses with the objective of having this complete within the year, which is why we concluded that in our outlook as Alan described. So we continue to look at opportunities to expand the Terminix footprint. And we would – we like to do the work ourselves because we have the quality servicing capabilities and then the revenue opportunity to grow with customers with some of these new services. So, that's really a contrast between the two. Anjaneya K. Singh - Credit Suisse Securities (USA) LLC (Broker) Got it. And one other one on AHS, you seem to be seeing steady improvements in retention there this year. Wondering what you're attributing that to, is it primarily a function of your penetration in the direct-to-consumer channel or is it the restructuring of the warranty plans that you'd mention on past calls? And the blended retention rate including HSA seems to be flattish implying HSA retention continues to go down. Could you just discuss the puts and takes there? Thank you.

[Alan J. M. Haughie:]

Yes. Good question. Thank you. As you said, as AHS, a great proportion of the AHS business is in direct-to-consumer that will move the retention rate on average upwards because retention as we've discussed on prior calls have direct-to-consumer channels, certainly in the first year is higher than that of the real estate. The business HSA that we acquired is entirely a real estate business. Therefore by default, because of the – just in the simple mechanics of that business actually has a lower retention rate fundamentally because it's primarily real estate. And so, that business coming into the mix does modestly reduce the average retention rate. But in the AHS business, when viewed alone, the retention rate for both the real estate and the direct-to-consumer channel are themselves rising slightly. So – and overall I would say we're very, very happy with the way retention rates are progressing. What we're really seeing is a mechanical, modest mechanical change because HSA is a real estate business. Anjaneya K. Singh - Credit Suisse Securities (USA) LLC (Broker) Understood. Thanks a lot.

[Operator:]

Our next question comes from the line of Andrew Wittmann with Baird. Please go ahead.

[Andrew J. Wittmann:]

Hi, guys. I had a couple of things I wanted to run through here and really Rob just starting on the Terminix segment to start out with here. These new services have been let's say a pretty strong growth driver here for the last few quarters. I think in the past, you've talked about how as your sales people get better at selling that, they'll get more efficient. Where are we in that ramp recognizing that like mosquito is still relatively new? Some of these other ones are a little bit more tenured, but where are we in that ramp? Is there potential more acceleration in sales of those new initiatives as we move here into 2015? Is that what's contemplated in the guidance?

[Robert J. Gillette:]

Yes. We think that there really is and in varying stages of each of these new services we introduced throughout the year, and as you said, some have been around a little longer than others, but I think really we translated the exclusion services and only got started with mosquito in 2014. So we think there is significant upside there. On the sales side, we retained a number of sales people which normally we would not have done and kind of developed this third season, because of the sales of exclusion and installation into the winter months, so and our cost per sale stayed flat. So the payback was great and we are happy about that and we hope to be able to achieve more growth in 2015 through these additional services, because we're just getting started. So we're pretty excited about it and it enables us to grow revenue per customer as well.

[Andrew J. Wittmann:]

Great, thank you for that. And then just on Terminix, I think I heard Alan say that the outlook was for flat this year. I guess with I think the last couple of years has been down modestly. Is that just because this was 2014 had a weak swarm and you feel like you can make some of that up or what's the confidence around being flat rather than down over the last few quarters, few years maybe.

[Robert J. Gillette:]

For us, it's we think it's a solid way to plan the business simply because we're not relying on that kind of activity to drive revenue growth or margin. And so by doing that, we think it's a conservative way to plan, and some of the smarter guys in Terminix may be able to tell you that we can correlate weather and conditions to a swarm or activity. I'm not smart enough. So we don't know and it's only getting started, and we're about where we would anticipate this month and a little bit into the year. So it's difficult to predict and I think we're positioned well to capture it, if the activity occurs. But we think it's a good way to plan the business and focus on showing a lot of these other services and expanding our relationship with customers.

[Andrew J. Wittmann:]

Okay. And then maybe just one final one for Alan. Coming out of the IPO, I think there was some expectation that you guys would be guiding on EPS, but I was wondering if you could help us here knowing that one thing that you mentioned was the roll-off of some of the amortization. Can you help us get – you gave us the pro forma interest expense. We've got the tax rate. But can you help us understand I guess that amortization piece and what this could mean for what we should be thinking of on EPS?

[Alan J. M. Haughie:]

Yes. Sure. It's basically, I mean just one second, because it moves off during the year. The amortization I referenced, about $9 million, right. And so the rate, it's going to fall off to about $3 million or $4 million by 2016. So we'll see something like on average $9 million and $9 million for each of the first two quarters of 2015. And then it will fall to roughly $2 million or $3 million per quarter for the last two quarters of 2015, and then to like $1 million or $2 million thereafter. So it's about that pattern. So it almost entirely disappears for the second half of the year almost entirely.

[Andrew J. Wittmann:]

Okay, that's helpful. I'll leave it there. Thank you, gentlemen.

[Robert J. Gillette:]

Thank you.

[Operator:]

Our next question comes from the line of George Tong with Piper Jaffray. Please go ahead.

[Adrian S. Paz:]

Hi. This is Adrian Paz on for George Tong. I just wanted to look at EBITDA margins, very strong performance there. And I want to see, really if there was any benefit from lower fuel costs stemming from a drop in oil and other things that benefited margin that, aside from revenue flow through?

[Alan J. M. Haughie:]

Yes. Yes, sure. Fuel costs, there is really only one business that incurs fuel cost of any significance they're not that significant and that's Terminix of course, where they basically have our own labor force and their own trucks. And generally, we spend roughly $40 million or spent roughly $40 million on fuel in last year, 2013, by that. And we probably saved $5 million or $6 million this year on fuel costs, so we're about 50% hedged though. So we have basically benefited in 2014 from roughly half of our fuel cost floating and getting the benefit of that reduction, and in 2015, all things being equal, we'll sort of replicate that degree of saving again. So there are some fuel cost savings in the 2014 numbers and there will be a modest amount, $5 million or $6 million I think of savings in 2015 compared to 2014. And the rest of the let's say the margin improvements in this business stem from the fact that the businesses are all pretty scalable. So, the businesses have capacity for growth whereby when we bring in new volume as a rule, we can bring that in our variable margin with minimal increase in fixed costs. So, the reason the margins expand is basically because the majority of our businesses have roughly a 50% variable margin. So, when we bring revenue in, we get that good flow through to the bottom line, notwithstanding the fact that we, as we've said, do choose to invest in growth and selling and marketing. So it's the scalability of the business and the operating leverage that comes from having such healthy variable margins and fixed costs that can stay largely fixed with volume.

[Adrian S. Paz:]

Great. Helpful. And also I wanted to touch base on the Pest Control segment. I know you discussed previously commercial opportunities there. I want to see where progress was with penetrating the commercial markets and maybe give a little color on the competitive landscape and how it differs competing in that space versus residential.

[Alan J. M. Haughie:]

Certainly, yes. As you probably know, we are relatively new to the commercial space. And prior to the last 12 to 18 months, haven't really had let's call it a dedicated sales team for attacking the commercial business. It is different in terms of the protocols and it's also different in terms of the nature of the relationship that a sales guy has to have with either the owners or the building managers for our commercial business. So, it's different in many respects. The expertise is the same, but the nature of the – as I said, the service protocols, the timing, as a service delivery and the selling exercise are all different. The margins from our perspective, from what we've seen are broadly the same. The pricing of an individual offer maybe higher than so is the cost to serve. So these kind of met off. We are seeing good growth in that area. I'm not going to – we don't publicly disclose the rate of growth in the commercial sector for us but it is growing. And also – what we also have seen is an increased demand for out of period work. So, part of the reason for our growth in past this year is in fact, as we increase our – the number of commercial contracts that we have, the number of additional visits that then get requested which are charging paid for as it was – extra charges for visits outside of a normally scheduled visits. So again that's been an area of growth. But that's one of the advantages of growing in that commercial space. But generally speaking, commercial businesses are more likely to want an immediate service to solve the problem as and when it occurs.

[Robert J. Gillette:]

Yes, it's Rob, just to tell on to Alan a little I'd say the competitive front still similar to what we described in other calls in that most of our opportunity and business expansion in terms of share and position is directed at the independents and continues to be. So, we're I think the team has done a great job, improving the model having commercial specific tax, as well as commercially specific salespeople as Alan mentioned and then this national accounts focus that we had. So, we're pretty happy with the progress and we over to continuing in 2015.

[Adrian S. Paz:]

Great. Thanks you so much.

[Robert J. Gillette:]

Yes.

[Operator:]

Our next question comes from the line of Dan Dolev, Jefferies. Please go ahead.

[Dan Dolev:]

Hey, thanks for taking my question. Alan, can you maybe walk us through the organic growth by sub segment of Terminix, you mentioned I think it was $28 million for total. Can you give us the actual numbers in terms of organic like-for-like pest, termite and other?

[Alan J. M. Haughie:]

Actually, I don't think I can at this point Dan. We haven't – I don't think we disclosed the separation of how our and where our acquisitions have landed in terms of commercial pest and termite business. We don't – we haven't actually disclosed that publicly.

[Dan Dolev:]

Right. But the overall impact, the overall impact on Terminix from M&A was how much?

[Alan J. M. Haughie:]

Yes. It's about 1.5 points, something like that. So again – we're – we've fit in pretty closely to what I've described as the sort of long term growth trend where it's 1.5 points to 2 points from pricing and the same from acquisition and the same from organic growth. When I described organic growth in this context, the context that I spoke earlier on combining pricing and volume growth as opposed to acquisitions. So not dissimilar to what we said before about the fourth quarter in the year.

[Dan Dolev:]

Understood. And then a question on the franchises, I think I believe you mentioned that the EBITDA margin impact in 2015 from FSG is going to be neutral. Is that a correct statement?

[Alan J. M. Haughie:]

Sorry, the EBITDA dollars by virtue of the Merry Maids, the transfer from Merry Maids to franchisees will be natural. The margin of course will go up, because the EBITDA will be flat.

[Dan Dolev:]

Right.

[Alan J. M. Haughie:]

On revenue, yes.

[Dan Dolev:]

So can you quantify maybe in terms of like the guidance, in terms of I think it's like the 100 basis points guidance. How much of that would be from consolidated – from the FSG?

[Alan J. M. Haughie:]

Yes. Sure. The – it depends how fast we go in terms of the divestitures of the Merry Maids brands. And a very rough number is about – there is about $55 million of revenue – $55 million to $60 million of revenue in branch revenue in Merry Maids and hence the – therefore that's contributed to the range. So again we will have some of that revenue this year because obviously we have – it's nearly the end of the first quarter and we haven't made a significant number of divestures or transfers to branches yet, so obviously we've got one quarter of that revenue will largely be in our first quarter results. So you can then take that $55 million or $60 million and assume that the biggest drag on revenue would be three quarters of that number so $40 million to $45 million at most...

[Dan Dolev:]

Right.

[Alan J. M. Haughie:]

Depending on how quickly we progress throughout the year. As Rob said, the goal is to get all divested by the end of the year.

[Dan Dolev:]

Understood. And the last question more of a long-term question, we've done work recently about what really drives LBO-driven IPOs and one of the conclusions that we reached is almost counterintuitive don't pay down the debt, don't pay a dividend, do M&A and CapEx, is the fact that you're so eager to pay down the debt is that because of lack of opportunities, is there small valuations or maybe this is just a decision from up above to pay down the debt just want to get some color on that?

[Alan J. M. Haughie:]

Up above.

[Robert J. Gillette:]

I think he means me.

[Dan Dolev:]

I meant, I actually meant God.

[Robert J. Gillette:]

Yes, right. There is something comforting about getting the debt level below your revenue which I don't know why I find that, but I just think it's been a focus I mean I know that we wanted to get it down, we've made great progress as we said in the last eight months, $1 billion, so that's pretty phenomenal and then we focused on continuing to improve the cash flow which believe or not we think we can do to get us to the flexibility and latitude. So, it's not, it's not as if we're not continuing to look at acquisitions and we'll do that. And when we find the right ones, we'll acquire them and add them and we'll balance it with paying down the debt overtime. So, we're continuing to grow and expand margin in the business and the multiples get reasonable pretty quick.

[Dan Dolev:]

Okay. Thank you very much.

[Robert J. Gillette:]

Thanks, Dan.

[Alan J. M. Haughie:]

Thanks

[Dan Dolev:]

Appreciate it.

[Operator:]

Our next question comes from the line of Denny Galindo with Morgan Stanley. Please go ahead.

[Denny L. Galindo:]

Good morning.

[Alan J. M. Haughie:]

Good morning.

[Robert J. Gillette:]

Good morning.

[Denny L. Galindo:]

You guys have talked about increasing AHS penetration through direct marketing, and these customers have a longer lifetime value. So, I guess that kind of implies margin pressure in the short run, but ultimately expanding margins in the long run, as you kind of retain these customers longer. And I guess it seems like it would lead to high retention rates. Can you talk about like how we should think about this lag? Do you get to a point soon where you really start to see kind of an increase in the margin expansion year-over-year in this business due to increased rate or maybe if you can give some more color there?

[Alan J. M. Haughie:]

Yes, certainly. It's actually tough one to unravel. It's very easy to me to unravel it then muddle it up again. So, the way to think of it is that within a 12 month period, given the marketing actually precedes the acquisition of those customers. Within a 12 month period, we make a modest loss on those customers, they tend to make one extra claim a year. And then of course there is the marketing cost of acquisition. So, we have an interest in dynamic emerging in relationship between 2014 and 2015, in that we spent heavily in 2014 in the second half. So, the second half of 2014 has actually born, embedded within pretty good margin performance, the marketing cost for the customers that will come online in 2015. So, 2015 won't bear the equivalent marketing cost for those customers. And the rate at which we grow that business is dependent on the rate at which we put those marketing dollars in. So, provided again our margins in all other aspects of the business continue to be healthy it effectively provides fuel for us to continue to market to invest in that marketing. And if you think about the guidance we've given for 2015, the $610 million that's one of the reasons we've just basically expressed a minimum, because depending on how the business performs and the rate at which we bring on new customers and the effectiveness of the marketing that's already out there now will determine how rapidly we grow that business and how much we refuel it with in 2015.

[Denny L. Galindo:]

Okay, that's helpful. And then just on margins just broader at the corporate level, you've talked about this 50% incremental margins this year it's a little higher I guess because the Merry Maids – the Merry Maids piece. But how much of this margin expansion is due to kind of one-time things that you've been able to do on the cost side? And how long could this kind of regime of like being able to generate 50% incremental margins last?

[Alan J. M. Haughie:]

That's a good point. If you look at the gross margin, the gross margin improvement, I don't know it sounds glib to say it's got nothing to do with cost control because that's not true, costs are under control. But the area where we've taken out functional cost is as you point out in SG&A, the largest piece of that being the transfer of $25 million of cost to tubing. Obviously that piece can't be replicated we are now running at a leaner level but we can't necessarily by that, say mechanism take out another $25 million. But if you think about what Rob – when Rob described, how we're taking a different view of the business and as he said looking at the AHS model as somewhat representative of the way we see ServiceMaster evolving in the future, we still see opportunity for us to let's say reorganize ourselves and do certain things more efficiently to free up cost for future growth. So we still do see some runway on cost reductions, as we manage our function or the functional side of this business more efficiently.

[Robert J. Gillette:]

Yes, and primary one of the primary reasons we continue to think about, how we do things and I mentioned in the AHS business, I mean you got good revenue growth expansion the penetration opportunity of 3% to 4% of the households and because more and more we're doing it through the web or the self-service model we continue to drive that up our actual cost to serve goes down right, so a pretty good model and that's why I mentioned I want to translate the best practices continue to drive value added capabilities into that self-service model including sales and then as Alan said it's like last year we get ahead in terms of financial performance and we have opportunity we'll continue to invest in growth like we did in the second half of 2014 and also to drive awareness and expand the business, so it's a balance.

[Denny L. Galindo:]

And then lastly, just thinking longer term strategically, there has been different schools of thought from the investors I talk to on the Franchise Services Group. And some people wondered if you should just spin it off or sell it. I think when you move to put it under American Home Shield, it seemed like that was less of a possibility, but I think maybe moving away from the company owned branches to franchises actually makes it seem an easier thing to spin it off or split it off. What are you thinking about now in terms of the future of that business? Does it fit? Do you want to just improve it first and then sell it or do you think it fits long term with the other businesses?

[Robert J. Gillette:]

We think that there is opportunity. If you think about our ability to facilitate services through independent contractors, our own people and more and more we're expanding the capabilities and service provided by the Terminix team and then through franchisee partnerships. It gives us latitude and capability to do a lot of different things. So, we have longstanding relationships with franchisees that are great providers of services, whether it's disaster recovery or on the clean side or any of the other brands that we have. So, we think we can do a better job of working with them to grow their business and as a result, ours. So they have capabilities to do things that we don't presently do today and we think that service can be value added to our customer base of nearly 5 million customers if we position ourselves and that capability appropriately. So, that's what we're working on.

[Denny L. Galindo:]

Thanks for taking my questions.

[Robert J. Gillette:]

Sure. Thank you.

[Operator:]

Our next question comes from the line of Gary Bisbee with RBC. Please go ahead.

[Jon P. Lanterman:]

Hi, this is actually Jon Lanterman in for Gary Bisbee. Just to piggyback on that last question on Franchised Services. I guess this is the one segment that was maybe a little disappointing in the quarter. So are you seeing some of the same issues that you kind of highlighted last quarter with the state licensing and then I guess with the new realignment and management? What kind of timeframe for this segment to start to see some better performance? Thanks.

[Robert J. Gillette:]

So we would expect to see improvements in 2015. And I think I've mentioned before, I think one of the greatest opportunities that the team at Franchise Group has is to take capabilities that exist in the larger ServiceMaster and extend that capability to our franchisees. I mean there's so many things that we do in the business that can add value to our franchisees and if we focus as a company, I think we can grow our penetration there. And it's less known, but I mean we have less than 5% penetration in the disaster recovery market in total through our franchisees. So, there's we think opportunity to grow and expand the business and add value to the overall equation. So, I would anticipate to see Marty and his team make great progress in 2015 and start to grow the business and improve the results.

[Jon P. Lanterman:]

Okay. Great. And then just a quick question on the guidance, I guess. Looks like you guys are calling for a roughly 5% revenue growth and then at least 10% EBITDA growth, so this implies continued strong margin expansion. Can you just talk a little bit about where this comes from? Is that just the scalability of the business or is there any special segment that kind of stands out there?

[Alan J. M. Haughie:]

Yes, the scalability of the business clearly, which we think has significant runway. But also as I've mentioned before, we're going to see good growth I believe in American Home Shield given the number of customers acquired at the tail end of 2014 through the marketing effort. So certainly I think we're looking at a good year of growth for American Home Shield and as I said again that's a business with extremely healthy variable margins also. So that's a principal theme really.

[Jon P. Lanterman:]

And then how long do you think this marketing spend is kind of elevated or is this going to be a continued theme for a little while?

[Alan J. M. Haughie:]

As we said earlier on a couple, in answers in response to some of the earlier questions, it does depend on the rate of profitability. But let's say the right decision is to maintain heavy investment in that marketing, because we haven't found a point where there are diminishing returns in that investment if you see what I mean. So we put essentially $1 into marketing and we get the appropriate customer. So at this point in time, this model continues to be highly effective and highly cost efficient in terms of bringing in customers. So we'll continue doing that as long as we can. Given that this, the home warranty business has penetrated roughly 3% to 4% of the 70 million owner occupied homes in the U.S. I think every time we grow in the direct-to-consumer channel, we're essentially growing the market, not just our share of it. And I think there is significant runway for us to continue to do that and we will endeavor to do so.

[Robert J. Gillette:]

And the message I think is that versus maybe years past that we maintained consistent investment, where I think historically we may have backed off in the second half of the year or something like that. And if you look at the most recent past, last year we invested heavily and when we get the opportunity to do that we'll continue to do it, because we can see the correlation of the spend to the growth as Alan said.

[Jon P. Lanterman:]

Great, thanks.

[Operator:]

Our next question comes from the line of Sara Gubins with Bank of America Merrill Lynch. Please go ahead.

[Faton Begolli:]

Hello. This is actually Faton Begolli calling in for Sara Gubins. So my first question is on, in recent January and February trends, did the weather have any discernible impact? Was there any impact from the snow storm shut-downs in the Northeast?

[Robert J. Gillette:]

Not discernible, a little bit of cost in terms of claims in AHS, but minimal and probably wash out within in the quarter. So nothing surprising, not near the deep freeze that occurred last year. If you think about pipes bursting or other things, but still there's been pretty good incoming demands for the ServiceMaster Restore team. So nothing unusual really about the weather aside from snowfall in Memphis, Tennessee. We're enjoying it.

[Alan J. M. Haughie:]

State of emergency.

[Robert J. Gillette:]

Yes.

[Faton Begolli:]

All right. Thanks for that. And could you perhaps quantify for us, revenue growth expectations by segment?

[Alan J. M. Haughie:]

No. I'm sorry. We haven't done – we haven't disclosed that much in our guidance. So we're unfavorable, we have to wait for, yes, sorry, no.

[Faton Begolli:]

Okay. All right. And my question is on competitive dynamics. Are you seeing anything on the pricing front worth noting?

[Alan J. M. Haughie:]

No. We often talk about how inelastic, many of our products are, in terms of pricing and that continues to be the case, from everything we've seen.

[Faton Begolli:]

Okay. All right. Thank you.

[Alan J. M. Haughie:]

Thank you.

[James E. Shields:]

Yes. I think we have time for one more question.

[Operator:]

Thank you. Our next question comes from the line of Andrew Wittmann with Baird. Please go ahead.

[Andrew J. Wittmann:]

Hey, guys. Thanks for taking my follow up. Did you talk about what's your expected proceeds were for the company owned Merry Maids sales?

[Robert J. Gillette:]

We didn't – but its minimal impact overall some – not a negative, but slight positive but not measurable from your perspective really.

[Alan J. M. Haughie:]

Yes.

[Andrew J. Wittmann:]

Okay. So the one times revenue rule of thumb that you sort of term in excess nowhere close to what a Merry Maids average?

[Robert J. Gillette:]

They were not created equal necessarily.

[Andrew J. Wittmann:]

I didn't think so I just wanted to make sure that we weren't going to make some crazy assumption here. And then, just in terms of the outlook for M&A and the other side. Is there anything substantial or that's in the – can you just I guess question is – can you talk about the pipeline is there anything larger in there that would be maybe unusual or what's the outlook for M&A in maybe 2015 compared to what we saw in 2014?

[Alan J. M. Haughie:]

Best way to answer this is that that there are large targets out there. There's nothing imminent, but that doesn't mean that we don't look. If you think about Dan's question earlier. It doesn't mean we don't have our eyes open for the right sizable acquisition if it met our criteria. But there's nothing – there's nothing immediately in front of us in that regard, but we're always looking.

[Andrew J. Wittmann:]

Okay. Thank you very much.

[Alan J. M. Haughie:]

Right.

[James E. Shields:]

Okay. Amanda. Thanks everybody for joining the call today. We appreciate everybody's participation and this will be the end of call.

[Robert J. Gillette:]

Great. Thank you.

[Alan J. M. Haughie:]

Thank you.

[Operator:]

Ladies and gentlemen, that does conclude the conference call for today. We thank you for your participation and ask that you please disconnect your lines.