EX-99.1 2 sc7218ex991.htm EXHIBIT 99.1

Exhibit 99.1

 

 

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Bank of America
2006 Investment Conference
San Francisco, CA
September 18, 2006

 

Service
Corporation
International

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Forward-looking statements

The statements in this presentation that are not historical facts are forward-looking statements made in reliance on the “safe harbor” protections provided under the Private Securities Litigation Reform Act of 1995.  These statements may be accompanied by words that convey the uncertainty of future events or outcomes.   These statements are based on assumptions that the Company believes are reasonable; however, many important factors could cause the Company’s actual results in the future to differ materially from the forward-looking statements made herein and in any other documents or oral presentations made by, or on behalf of, the Company. 

For further information on these and other risks and uncertainties, see our Securities and Exchange Commission filings, including our 2005 Annual Report on Form 10-K, as amended.  Copies of this document as well as other SEC filings can be obtained from our website at www.sci-corp.com. We assume no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by us, whether as a result of new information, future events or otherwise.

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SCI is well-positioned for profitable growth

Leading position in industry further strengthened by pending acquisition of the Alderwoods Group

 

 

 

 

Geographic scale and scope featuring a national brand

[GRAPHIC APPEARS HERE]

 

 

 

Favorable long-term demographic trends

 

 

 

 

Strong balance sheet, cash flow and positive operational outlook

 

 

 

 

Demonstrated commitment to returning value to shareholders

 

 

 

 

Growth opportunities as we utilize scale and tailored customer approach to create differentiation

 


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SCI’s long-term growth strategy

Approach business
  by customer segment

 

 

 

 

 

Leverage our scale and drive
  operating discipline

 

Profitable growth

 

 

 

Manage the footprint

 

 


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Approach the business by customer segment

Customer
segmentation

Leverage
scale

Manage 
footprint

 


Segment our consumers based upon their needs

 

 

 

 

Needs-based approach more effective than demographics

 

 

 

Identified consumer segments


 

Funeral

 Cemetery

 

Quality/Prestige

 Premium/Prestige

 

Customs Conscious

 Standard

 

 Convenience/Location

 

 

 Price

 


Tailor our business operating strategies to consumer segments

 

 

 

Drop our one-size-fits-all approach

 

 

 

 

Focus resources on most profitable segments

 

 

 

 

Respond better to changing demographic trends


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Leverage our scale & drive operating discipline

Customer
segmentation

Leverage
scale

Manage 
footprint

 


 

 

 

Align pricing strategies with customer segments; centralize and simplify pricing process

 

 

 

Focus pricing on service and cemetery property, our competitive advantages

 

 

 

Implement operating standards

 

 

 

Develop benchmarks and shared best practices for increased productivity

 

 

 

Focus preneed efforts on right product for right customer

 

 

 

Align incentives with product value to SCI; reward incrementality

 

 

 

Pursue affinity opportunities and more fully utilize our purchasing power


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Manage the footprint

Customer
segmentation

Leverage
scale

Manage 
footprint

 


Categorize our footprint based on customer segmentation model

 

 

 

Target expansion growth differentially, focusing on highest return segments

 

 

 

 

FUNERAL:  Target segments that value high quality service/memorialization, our core competency

 

 

 

 

CEMETERY:  Target combos and attractive stand-alones

 

 

 

Prioritize capital spending according to consumer model

 

 

 

 

Proactive funeral home facility CAPEX to ensure facilities meet consumer expectations

 

 

 

 

Cemetery maintenance standards based on revenue, life-cycle stage and endowment care trust fund levels


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Acquisition of Alderwoods
Transaction overview

Definitive agreement signed on April 3

 

 

 

$20 per share (all cash)

 

 

 

 

Equity value $856 million plus assumption of debt of $352 million

 

 

 

Investment returns meaningfully exceed SCI’s weighted average cost of capital

 

 

Immediately accretive to operating cash flow, excluding one-time implementation costs

 

 

Strong cash flow generation and planned divestitures reduce financial risk

 

 

Detailed integration plan in place and integration teams have been very active

 

 

Anticipate transaction will close in early 4th quarter upon completion of regulatory approvals


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Acquisition of Alderwoods
Strategic fit

Fully consistent with SCI’s long-term strategy

Approach business by customer segment

 

 

 

Provides a broader platform to pursue customer-focused operating strategies, as well as national branding and affinity partnership initiatives

 

 

 

Leverage scale and drive operating discipline

 

 

 

Allows SCI to further leverage costs, share best practices, more fully utilize purchasing power and augment the Company’s talent pool with the most capable managers

 

 

 

 

Increased preneed backlog (~$7 billion) enhances long-term revenue stability

 

 

 

Manage the footprint

 

 

 

Increases presence in target markets; key new facilities including Rose Hills

 

 

 

 

Pro forma combined company had 1,681 funeral homes and 484 cemeteries across 46 states, 8 Canadian provinces and Puerto Rico at 6/30/06


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Acquisition of Alderwoods
Funding and planned divestitures

Estimated transaction funding

 

 

 

$550 million of cash on hand

 

 

 

 

$850 million of new debt (including requirements for recent SCI tender offer)

 

 

 

Planned divestitures

 

 

 

FTC mandated and other SCI divestitures are anticipated to generate $200 million of proceeds in near future

 

 

 

 

Comprehensive review of combined properties after close expected to result in additional divestitures


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Acquisition of Alderwoods
Cost savings


Expected cost savings of $60-$70 million to be realized within 18 months of closing (including $15 million in first 12 months)

 

 

 

Duplicate systems and infrastructure

 

 

 

 

Management structure duplication

 

 

 

 

Public company and redundant corporate costs

 

 

 

Systems and infrastructure upgrades completed at both companies and are compatible for ease of integration

 

 

One-time implementation costs to realize synergies of approx $60 million

 

 

Other one-time costs (financing and other deal costs, legal and accounting costs) of approx $75 million

 

 

 

Includes $25 million of tender fees for SCI and AWGI debt


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Acquisition of Alderwoods
Selected combined pro forma information

 

Excludes impact from expected divestitures


Revenues of approx $2.5 billion (6/30/06 LTM)

 

 

 

Approx 15% of total market

 

 

 

Adjusted EBITDA(1) of approx $445 million

 

 

 

 

SCI expectations for 2006 of approx $350 million plus AWGI LTM 6/30/06 of approx $95 million

 

 

 

 

Does not include expected cost savings of $60-$70 million

 

 

 

Projected cash flow from operations(2) of approx $400 million with full realization of synergies and excluding one-time costs

 

 

 

 

Does not assume cash taxes as neither company is currently a cash taxpayer.  Management estimates becoming a cash taxpayer in mid 2007



(1)

See definition and calculation of Adjusted EBITDA at the end of this presentation.

 

 

(2)

Excluding unusual items such as legal settlements, cash balance pension plan contribution, premiums paid on early extinguishments of debt, tax refunds, special trust receipts, restricted cash from insurance operations and other.


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Acquisition of Alderwoods
Target Ratios


 

 

Target

 

2008E

 

 


 


Long-term Target Ratios

 

 

 

 

Operating cash flow less certain capex1/Interest Expense

 

>1.5x

 

2.2x

Net Debt2/Operating cash flow less certain capex

 

5x to 7x

 

3.6x

Net Debt/Total Net Capital3

 

40% to 45%

 

38%

Note: 2008E assumes no share repurchases or re-financings post-close


(1)

Cash flows from operations (excluding unusual items) less capital expenditures (excluding expenditures to construct new funeral home facilities and other growth capital).

 

 

(2)

Total debt less cash on hand.

 

 

(3)

Net debt (as defined above) plus stockholders’ equity.


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SCI Q2 06 highlights and 2006 Guidance

 

(In millions, except funeral services performed, average
revenue per funeral service and gross margin percentage)


 

 

Q2 06

 

Q2 05

 

Change

 

Outlook 2006

 

 

 



 



 



 



 

Comparable North America

 

 

 

 

 

 

 

 

 

 

 

 

 

Funeral

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

274.3

 

$

269.1

 

 

1.9

%

 

$1,100  to $1,130

 

Gross margin percentage

 

 

19.1

%

 

18.2

%

 

 

 

 

18%   to 22%

 

Total funeral services performed

 

 

55,941

 

 

59,179

 

 

-5.4

%

 

 

 

Average revenue per funeral service

 

$

4,737

 

$

4,333

 

 

9.3

%

 

 

 

Cemetery

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

(1)

$

151.0

 

$

141.9

 

 

6.4

%

 

$545 to $575

 

Gross margin percentage

 

 

20.3

%

 

15.6

%

 

 

 

 

13%  to 18%

 

Cash Flow and Capital Expenditures

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow from operations

(1)

$

71.4

 

$

63.3

 

 

12.7

%

 

$290 - $315

 

Total capital expenditures

 

$

21.5

 

$

23.2

 

 

-7.3

%

 

$105 - $120

 



(1)

Includes the receipt and recognition of $7.9M of endowment care income as a result of the resolution of disputes over ownership rights to the funds.  This income was not distributed during the dispute period, which began in late 2004.


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Expectations for second half of 2006


Significant focus on closing and integration of AWGI

 

 

Recapitalization of French operations resulted in a one-time distribution of approx $11 million received in Q3 06

 

 

Continued strong increases in funeral average due to our strategic pricing initiative (from product to service)

 

 

Favorable impact from the operating staffing metrics we are now utilizing

 

 

Improvements in cemetery sales production

 

 

We expect to finish the year on the high side of guidance for EPS and cash flow


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Investment summary



Predominant leader in a stable industry

 

 

 

Significant cash flows, liquidity and financial flexibility

 

 

 

Short-term growth opportunity

 

 

 

 

Successfully integrating the Alderwoods acquisition

 

 

 

 

Utilizing more centralization and standardization to take advantage of our scale

 

 

 

 

Aligning preneed and pricing strategies with customer segments and our competitive advantages

 

 

 

Long-term differential growth opportunity

 

 

 

 

Tailoring our business approach by customer segment

 

 

 

 

Footprint expansion in customer segments in which we excel


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Bank of America
2006 Investment Conference
San Francisco, CA
September 18, 2006

 

Service
Corporation
International

[LOGO OF SCI]



Non-GAAP financial terms: EBITDA, Adjusted EBITDA

“EBITDA” represents net income (loss) plus provision (benefit) for income taxes, interest expense, and depreciation and amortization less interest income.

“Adjusted EBITDA” as used in this presentation represents EBITDA further adjusted to reflect the impact of (i) gains and losses on dispositions and impairment charges in all periods presented, (ii) gains and losses on the early extinguishment of debt (iii) income and losses from discontinued operations in all periods presented, and (iv) cumulative effect of accounting changes.

We believe EBITDA and Adjusted EBITDA facilitate company to company comparisons by backing out potential differences caused by variations in capital structure (affecting interest expense), taxation and the age and book depreciation of facilities and equipment (affecting relative depreciation expense), which may vary for different companies for reasons unrelated to general performance or liquidity. Our calculations of EBITDA and Adjusted EBITDA are not necessarily comparable to other similarly titled measures of other companies.

EBITDA and Adjusted EBITDA are not a measure of performance or liquidity under accounting principles generally accepted in the United States (GAAP) and should not be used in isolation or as a substitute for net income (loss), cash flows from operating activities or other income or cash flow statement data prepared in accordance with GAAP or as a measure of profitability or liquidity.

We have included information concerning EBITDA and Adjusted EBITDA as analytical tools and you should not consider these measures in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

EBITDA and Adjusted EBITDA do not reflect our current cash expenditure requirements, or future requirements, for capital expenditures or contractual commitments;

 

 

EBITDA and Adjusted EBITDA do not reflect the changes in, or cash requirements for, our working capital needs;

 

 

EBITDA and Adjusted EBITDA do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

 

 

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacement; and

 

 

Our measure of EBITDA is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation.

Because of these limitations, EBITDA should not be considered as discretionary cash available to us to reinvest in the growth of our business or as a measure of cash that will be available to us to meet our obligations. You should compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally.

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EBITDA reconciliation – LTM 6/30/06


LTM June 30, 2006

 

SCI historical

 

Alderwoods
historical

 


 



 



 

Income from continuing operations before cumulative effect of accounting change

 

$

65

 

$

21.9

 

Provision for income taxes

 

 

37.4

 

 

(6.1

)

Interest expense

 

 

105.8

 

 

28.5

 

Interest income

 

 

(21.5

)

 

0.0

 

Amortization of stock compensation

 

 

4.9

 

 

1.6

 

Depreciation & amortization

 

 

84.2

 

 

42.8

 

 

 



 



 

PF EBITDA

 

$

276.8

 

$

88.7

 

Adjustments:

 

 

 

 

 

 

 

(Gain) loss on dispositions and impairment charges, net

 

 

32.3

 

 

0.8

 

Adjustment for capital lease conversions

 

 

14.1

 

 

0.0

 

One-time gains in G&A

 

 

0.0

 

 

0.0

 

Legal expense related to the proposed merger to SCI

 

 

0.0

 

 

2.8

 

 

 



 



 

PF Adjusted EBITDA

 

$

323.2

 

$

92.3

 

Less: “Other income” above AMLIC revenues and surety expenses, net

 

 

(5.2

)

 

0.7

 

 

 



 



 

PF Adjusted EBITDA from operations 1

 

$

318.0

 

$

93.0

 



1

Conforming to certain definitions in the credit agreement

SCI’s expectations for 2006 Adjusted EBITDA of $350 million cannot be reconciled to Income from continuing operations calculated in accordance with GAAP because this measure is not currently accessible on a forward-looking basis. Significant items that would impact the reconciliation of Income from continuing operations to Adjusted EBITDA include gains and losses on dispositions and impairment charges, adjustments for capital lease conversions, gains and losses on the early extinguishment of debt, income and losses from discontinued operations, and cumulative effect of accounting changes.

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