cnm-20230430

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from to

Commission File Number 001-40650

Core & Main, Inc.

(Exact name of registrant as specified in its charter)


Delaware						86-3149194
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

1830 Craig Park Court

St. Louis, Missouri 63146

(314) 432-4700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A common stock, par value $0.01 per share

CNM

The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of June 2, 2023, there were 166,018,211 shares of the registrant’s Class A common stock, par value $0.01 per share, and 65,089,794 shares of the registrant’s Class B common stock, par value $0.01 per share, outstanding.

Table of Contents


			PAGE
Cautionary Note Regarding Forward-Looking Statements			3
Part I - Financial Information
Item 1. Financial Statements (unaudited)			5
Condensed Consolidated Balance Sheets as of April 30, 2023 and January 29, 2023 (unaudited)			5
Condensed Consolidated Statements of Operations for the three month periods ended April 30, 2023 and May 1, 202 2 (unaudited)			6
Condensed Consolidated Statements of Comprehensive Income for the three month periods ended April 30, 2023 and May 1 , 202 2 (unaudited)			7
Condensed Consolidated Statements of Changes in Stockholders' Equity for the three month periods ended April 30, 2023 and May 1, 202 2 (unaudited)			8
Condensed Consolidated Statements of Cash Flows for the three month periods ended April 30, 2023 and May 1, 202 2 (unaudited)			9
Notes to the Condensed Consolidated Financial Statements (unaudited)			10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			20
Item 3. Quantitative and Qualitative Disclosures about Market Risk			30
Item 4. Controls and Procedures			30

Part II - Other Information
Item 1. Legal Proceedings			32
Item 1A. Risk Factors			32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			32
Item 3. Defaults Upon Senior Securities			32
Item 4. Mine Safety Disclosures			32
Item 5. Other Information			33
Item 6. Exhibits			33
Signatures			34

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, without limitation, all statements other than statements of historical facts contained in this Quarterly Report, including statements relating to our intentions, beliefs, assumptions or current expectations concerning, among other things, our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding expected growth, future capital expenditures, capital allocation and debt service obligations, and the anticipated impact on our business.

Some of the forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” or the negative versions of these words or other comparable terms.

Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be outside our control. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report on Form 10-Q. In addition, even if our results of operations, financial condition, cash flows and the development of the market in which we operate are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods. A number of important factors, including, without limitation, the risks and uncertainties discussed under the captions “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 29, 2023 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q, could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. Factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation:

•declines, volatility and cyclicality in the United States (“U.S.”) residential and non-residential construction markets;

•slowdowns in municipal infrastructure spending and delays in appropriations of federal funds;

•our ability to competitively bid for municipal contracts;

•price fluctuations in our product costs;

•our ability to manage our inventory effectively, including during periods of supply chain disruptions;

•risks involved with acquisitions and other strategic transactions, including our ability to identify, acquire, close or integrate acquisition targets successfully;

•the fragmented and highly competitive markets in which we compete and consolidation within our industry;

•the development of alternatives to distributors of our products in the supply chain;

•our ability to hire, engage and retain key personnel, including sales representatives, qualified branch, district and regional managers and senior management;

•our ability to identify, develop and maintain relationships with a sufficient number of qualified suppliers and the potential that our exclusive or restrictive supplier distribution rights are terminated;

•the availability and cost of freight;

•the ability of our customers to make payments on credit sales;

•changes in supplier rebates or other terms of our supplier agreements;

•our ability to identify and introduce new products and product lines effectively;

•the spread of, and response to public health crises and the inability to predict the ultimate impact on us;

•costs and potential liabilities or obligations imposed by environmental, health and safety laws and requirements;

•regulatory change and the costs of compliance with regulation;

•changes in stakeholder expectations in respect of environmental, social and governance (“ESG”) and sustainability practices;

•exposure to product liability, construction defect and warranty claims and other litigation and legal proceedings;

•potential harm to our reputation;

•difficulties with or interruptions of our fabrication services;

•safety and labor risks associated with the distribution of our products as well as work stoppages and other disruptions due to labor disputes;

•impairment in the carrying value of goodwill, intangible assets or other long-lived assets;

•interruptions in the proper functioning of our and our third-party service providers’ information technology systems, including from cybersecurity threats;

•our ability to continue our customer relationships with short-term contracts;

•risks associated with exporting our products internationally;

•our ability to maintain effective internal controls over financial reporting and remediate any material weaknesses;

•our indebtedness and the potential that we may incur additional indebtedness;

•the limitations and restrictions in the agreements governing our indebtedness, the Amended and Restated Limited Partnership Agreement of Holdings and the Tax Receivable Agreements (each as defined herein);

•increases in interest rates and the impact of transitioning away from LIBOR, generally to Term SOFR (each as defined herein), as a benchmark rate in contracts;

•changes in our credit ratings and outlook;

•our ability to generate the significant amount of cash needed to service our indebtedness;

•our organizational structure, including our payment obligations under the Tax Receivable Agreements, which may be significant;

•our ability to sustain an active, liquid trading market for our Class A common stock;

•the significant influence that CD&R (as defined herein) has over us and potential conflicts between the interests of CD&R and other stockholders; and

•risks related to other factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 29, 2023.

You should read this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended January 29, 2023 completely and with the understanding that actual future results may be materially different from expectations. All forward-looking statements made in this Quarterly Report on Form 10-Q are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this Quarterly Report on Form 10-Q, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, and changes in future operating results over time or otherwise.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CORE & MAIN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

Amounts in millions (except share and per share data), unaudited


	April 30, 2023		January 29, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	1	$	177
Receivables, net of allowance for credit losses of $10 and $9, respectively	1,098		955
Inventories	1,030		1,047
Prepaid expenses and other current assets	37		32
Total current assets	2,166		2,211
Property, plant and equipment, net	121		105
Operating lease right-of-use assets	178		175
Intangible assets, net	798		795
Goodwill	1,536		1,535
Deferred income taxes	49		—
Other assets	81		88
Total assets	$	4,929	$	4,909

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	15	$	15
Accounts payable	581		479
Accrued compensation and benefits	60		123
Current operating lease liabilities	55		54
Other current liabilities	87		55
Total current liabilities	798		726
Long-term debt	1,571		1,444
Non-current operating lease liabilities	123		121
Deferred income taxes	40		9
Payable to related parties pursuant to Tax Receivable Agreements	183		180
Other liabilities	22		19
Total liabilities	2,737		2,499
Commitments and contingencies
Class A common stock, par value $0.01 per share, 1,000,000,000 shares authorized, 165,806,518 and 172,765,161 shares issued and outstanding as of April 30, 2023 and January 29, 2023, respectively	2		2
Class B common stock, par value $0.01 per share, 500,000,000 shares authorized, 65,281,778 and 73,229,675 shares issued and outstanding as of April 30, 2023 and January 29, 2023, respectively	1		1
Additional paid-in capital	1,181		1,241
Retained earnings	403		458
Accumulated other comprehensive income	41		45
Total stockholders’ equity attributable to Core & Main, Inc.	1,628		1,747
Non-controlling interests	564		663
Total stockholders’ equity	2,192		2,410
Total liabilities and stockholders’ equity	$	4,929	$	4,909

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CORE & MAIN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Amounts in millions (except share and per share data), unaudited


	Three Months Ended
		April 30, 2023		May 1, 2022

Net sales		$	1,574	$	1,598
Cost of sales		1,135		1,177
Gross profit		439		421
Operating expenses:
Selling, general and administrative		223		206
Depreciation and amortization		35		35
Total operating expenses		258		241
Operating income		181		180
Interest expense		17		13

Income before provision for income taxes		164		167
Provision for income taxes		31		30
Net income		133		137
Less: net income attributable to non-controlling interests		47		51
Net income attributable to Core & Main, Inc.		$	86	$	86

Earnings per share
Basic		$	0.50	$	0.51
Diluted		$	0.50	$	0.50
Number of shares used in computing EPS
Basic		171,597,317		167,536,662
Diluted		243,716,764		246,145,536

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CORE & MAIN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Amounts in millions, unaudited


	Three Months Ended
		April 30, 2023		May 1, 2022

Net income		$	133	$	137
Net interest rate swap (loss) gain, net of tax benefit (expense) of $1 and $(8), respectively		(8)		37
Total comprehensive income		125		174
Less: comprehensive income attributable to non-controlling interests		44		65
Total comprehensive income attributable to Core & Main, Inc.		$	81	$	109

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CORE & MAIN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Amounts in millions (except share and per share data), unaudited


	Class A Common Stock			Class B Common Stock
	Shares	Amount		Shares	Amount		Additional Paid In Capital		Accumulated Other Comprehensive Income		Retained Earnings		Non-Controlling Interests		Total Stockholders’ Equity
Balances at January 29, 2023	172,765,161	$	2	73,229,675	$	1	$	1,241	$	45	$	458	$	663	$	2,410
Net income	—	—		—	—		—		—		86		47		133
Equity-based compensation	—	—		—	—		1		—		—		1		2
Net interest rate swap loss, net of tax	—	—		—	—		—		(5)		—		(3)		(8)
Distributions to non-controlling interest holders	—	—		—	—		—		—		—		(17)		(17)
Repurchase and Retirement of Class A and Class B shares and corresponding Partnership Interest	(9,377,183)	—		(5,622,817)	—		(83)		—		(141)		(108)		(332)
Exchange of Partnership Interests and Class B Shares for Class A Shares	2,325,080	—		(2,325,080)	—		18		1		—		(19)		—
Establishment/adjustment of deferred tax asset associated with Core & Main investment in Core & Main Holdings, LP	—	—		—	—		18		—		—		—		18
Establishment of Tax Receivable Agreement liabilities	—	—		—	—		(14)		—		—		—		(14)
Activity under equity-based compensation plans, net of tax withholdings	93,460	—		—	—		—		—		—		—		—

Balances at April 30, 2023	165,806,518	$	2	65,281,778	$	1	$	1,181	$	41	$	403	$	564	$	2,192


	Class A Common Stock			Class B Common Stock
	Shares	Amount		Shares	Amount		Additional Paid In Capital		Accumulated Other Comprehensive Income		Retained Earnings		Non-Controlling Interests		Total Stockholders’ Equity
Balances at January 30, 2022	167,522,403	$	2	78,398,141	$	1	$	1,214	$	16	$	92	$	506	$	1,831
Net income	—	—		—	—		—		—

SEC Form 10-Q filed by Core & Main Inc.