Stanley Black & Decker, Inc. (SWK) Earnings Call Transcript & Summary

Welcome to the Stanley Black & Decker Annual Shareholders Meeting. I would like to now turn the call over to Janet Link, Senior Vice President, General Counsel and Secretary.

Good morning, everyone, and welcome to Stanley Black & Decker's 178th Annual Meeting of Shareholders. Due to the ongoing public health impact of the global COVID-19 pandemic, we are holding this meeting virtually for the second time. Joining us today are several members of leadership, including Stanley Black & Decker's CEO, Jim Loree; as well as President and CFO, Don Allan; and Vice President of Investor Relations, Dennis Lange. In addition, all members of the company's Board of Directors are virtually present, including Chairman George Buckley, who will make a few opening comments. Also present are our registered independent auditors, Ernst & Young LLP. Today's meeting agenda is posted online. You will note that item 12 is a general question-and-answer period. Shareholders may submit questions at any time during the meeting in the space provided on the virtual meeting platform. In the interest of ensuring that our meeting is efficient and we provide as many shareholders as possible with an opportunity to have their questions addressed, we intend to respond to questions only during the Q&A session at the end. Please note that we rigorously observe the rules of conduct that are posted on the meeting site as well. We may be making some forward-looking statements during the call. Such statements are based on assumptions of future events that may not prove to be accurate. And as such, they involve risk and uncertainty. It's therefore possible that actual results may materially differ from any forward-looking statements that we might make today. We direct you to the cautionary statements and risk factors in the 2020 annual report on Form 10-K and the press release that we filed on April 28. Please refer to our subsequent SEC filings for updates. I will now turn the call over to our Chairman of the Board, George Buckley, who will provide a few opening remarks. Thank you.

Good morning, ladies and gentlemen. My name is George Buckley, and I'm the Chairman of the Board of Directors of Stanley Black & Decker, and I'm very pleased to be with you here today. I'd like to recognize the company's directors who are on the line with us today and welcome 2 new Board members. We're pleased to have Jane Palmieri, who is President of industrial intermediates and infrastructure for Dow; and Mojdeh Poul, Executive Vice President, health care business group for 3M. They join us here as well. Before Jim provides an overview of the state of the company, I'd like to take a few minutes to make some opening remarks. No one can deny that 2020 was a challenging year for all of us, and to say it was devastating for many individuals around the world would be considered an understatement. I'd like to commend our CEO, Jim Loree, his executive team, and the entire Stanley Black & Decker family for not only persevering through one of the most challenging years in our history, but coming out even stronger. In early 2020 at the start of the pandemic, Jim and his leadership set clear priorities on how the organization would operate, with the goal of successfully navigating what proved to be the most challenging period in recent history. The team's focus would first and foremost to be first, to ensure the safety and health of our employees; second, to continue to serve customers and maintain financial strength; third, to continue to invest in the future through innovation, and fourth, do their part to help communities and governments mitigate the effects of the virus. Throughout the subsequent months, the Board of Directors held regular virtual meetings with the leadership team, in addition to the normally scheduled Board meetings plus regular calls with various members of management and the top talent of the organization. It was truly impressive to witness how the team remained agile, and they adapted in real time to the changing dynamics of the pandemic, whether the virus itself or the market fluctuations that we experienced during this period. Jim will speak more about the company's strong and effective actions, which led the organization to report record growth and operating margin in the latter half of 2020, while at the same time taking care of their employees and their communities. The leadership team sought out expert advice throughout the period, reaching out to global, national and local health organizations and governments around the globe. They established a new executive-level Risk Committee and a Safety Committee as well as a Vaccine Committee, which is now working to ensure that vaccines are easily accessible to our employees around the globe. Despite all of this, we haven't been asleep on other important long-term issues, so I also want to compliment the team on how they've begun to address the long and deep-seated racial justice issues that surged to the forefront during the past year. The Board engaged several times during the year in discussions with management and the company's employee resource groups, include Women's Network, the African Ancestry Network and the Asian Heritage Network. In these roundtable sessions, leadership and directors first and foremost listened but also offered their own stories and experiences, with the goal of driving understanding and positive change going forward. In conclusion, I'll reiterate as many already had this year: 2020 was a year that won't soon be forgotten with the unimaginable challenges the world faced. We also saw the best of humanity coming out with individuals, businesses, governments and NGOs coming together to support the world, and this gives me great hope for a positive future. With highly effective and safe vaccines becoming more widely available each day, there is light at the end of what has been for some a very dark tunnel. Thank you to every Stanley Black & Decker employee who showed courage and commitment throughout 2020. Thank you also to the management team for your unwavering leadership. And thanks to the Board for your engagement and guidance. And most importantly, of all, thank you to each of our investors for your support and understanding. Now I'd like to introduce Stanley Black & Decker Decker's Chief Executive Officer, Jim Loree, who will provide a management report and conduct the official business of our meeting. Thank you very much, everyone.

Thank you, George. Good morning and welcome, everyone. It's an honor to be with you today and to be able to say that our company is doing and has done an outstanding job successfully navigating the pandemic. Our operating model, strong foundation, and the courage and agility of our 53,000 employees across the globe equipped us to accomplish that, while also delivering record financial results in the fourth quarter of 2020 and building upon our decades-long record of excellent total shareholder return. In addition, we ended the year well positioned to capitalize on the growth catalysts emerging from the pandemic. Let me share with you our journey through a remarkable year in our company's history and why we are bullish on the growth opportunities ahead. Last year, we ushered in a new decade, one we expected to bring some level of volatility, uncertainty, complexity and ambiguity, what we call VUCA, in the external environment. And during the years leading up to 2020, we had been transforming our organization with a focus on the new leadership approaches and digital capabilities required for success in the 2020s. We set the theme of last year's January senior leadership meeting as Winning in the 2020s, launched new leadership principles, and updated our operating model to position us to achieve that goal. With that said, nothing could have fully prepared us for what would follow in March, a pandemic of massive proportions, global geopolitical volatility, and the escalation of long-rooted issues of racial injustice in the U.S. Our purpose and our strong foundation served us well as our teams mobilized. We focused on 3 pandemic priorities: first, to protect the health and safety of our employees; second, to ensure the continuity of operations to serve customers and maintain financial stability; and third, to help mitigate the spread and impact of the virus in our communities. Nothing could be more important than ensuring the health and safety of our people. As a result, we implemented critical safety measures and guided our employees on how to keep themselves and their families safe, both inside and outside of work. From the beginning of the pandemic, we deployed strict safety protocols across the company, including distributing over 70 million masks to employees, their families and community members. We formed an executive Safety Committee to keep the organization current with the evolving scientific health and medical information and also added a Chief Medical Officer. As a result of our safety efforts, the company's per capita case rates have been consistently lower than those in our communities by almost half, particularly in our manufacturing plant environments, which in the aggregate remain lower than the infection rates for our virtual at-home workers. And our manufacturing facilities and our supply chain maintained continuous operations, with only minor temporary facility closures. As revenue plunged in the spring of 2020, we also took swift action to supplement our already strong financial liquidity. Our senior executives voluntarily took a 20% base salary reduction. And our directors similarly volunteered a 20% reduction of their cash remuneration for the remainder of the year, some of which was used to establish a $5 million employee relief fund. As revenue rebounded sharply in the summer months and into the fall, we took measures to reverse many of the temporary compensation and benefit reductions while taking steps to ensure the sustainability of our cost program, which will deliver $625 million of savings with $500 million of that in 2020. The result: by the fourth quarter, we reported a record quarter from a revenue, operating margin and cash flow perspective. This capped off a record year for adjusted EPS with additional records for operating margin and free cash flow. All in all, a great example of performance guided by our purpose, For Those Who Make the World. When I became CEO in 2016, we embarked upon a mission to elevate our already strong commitment to social responsibility, and 2020 provided a real opportunity to mobilize around that commitment. Stanley Black & Decker more than tripled its charitable contributions last year, donating more than $22 million to COVID relief funds globally, nationally and locally in support of those catastrophically or severely impacted by the virus. Thus far, we have awarded over 4,500 employee COVID relief grants to colleagues experiencing financial duress. We believe corporations have a broad role to play in society. What we call social responsibility is often referred to as ESG or environmental, social and governance. To us, ESG starts with our purpose and extends to making a positive impact on our planet, our people, our communities, and all of our stakeholders. As we explore the business opportunities related to ESG, we believe electrification is very fertile ground for us. You will hear more about our plans to electrify outdoor power equipment as well as how we will attack developing opportunities related to the rise of electric and plug-in hybrid automobiles. While we await an international set of ESG standards and metrics, we will continue to participate in and provide information to a variety of ESG agencies and aggregators, including GRI, SASB, CDP, MSCI, Sustainalytics, ISS, and DJSI. We are already well recognized for our ESG progress. To highlight just a couple here: for 3 consecutive years we have been named to the world ranking for Dow Jones Sustainability Index, 9 years on the North America index, and rated in the top decile of these indices. We have also been named as the Best Workplace for Innovators by Fast Company. We appreciate how inextricably linked innovation is not only to performance but also to ESG. We reported record financial results in 2020, utilizing our cost management progress along with 10% second half organic growth to deliver gross and operating margin rate expansion, earnings per share growth, and a record $1.7 billion of free cash flow. Full year revenue totaled $14.5 billion, a 1% increase from prior year. And our full year operating margin rate was a record 14.6%, benefiting from a 110 basis point increase in gross margins. Diluted EPS was $9.04, up 8% over the prior year. And the $1.7 billion free cash flow resulted in a conversion rate of 136% of net income. Our cash flow return on investment grew to 16%, far exceeding our cost of capital and was above the high end of our long-term financial objective range. It is a testament to the passion and commitment of our people that they responded in such a swift and successful manner. Our profitability improvement should be sustainable at some level. And by leveraging our strong franchises and the SBD operating model, we have significant growth and margin accretion potential in 2021 and the coming years. Let me highlight a few opportunity areas that are notable. With e-commerce revenues approaching $1.9 billion in 2020, this global channel expanded 40% organically and has the potential for strong double-digit growth for the foreseeable future. We're investing in new talent, digital capabilities and our brands, including the revitalization of the Black & Decker brand to capture this compelling opportunity. The rollout of our iconic Craftsman brand delivered approximately $900 million of net growth through 2020. And we are just beginning to tap the full potential of Craftsman with a strong lineup of new product launches planned for 2021 and beyond. In tools, we continue to strengthen our position as the industry leader in optimizing power tool output, size and run time with innovations like DEWALT POWER DETECT and FLEXVOLT ADVANTAGE. The extension of our innovative FLEXVOLT, ATOMIC and XTREME power tool platforms into new products and categories is taking this aggregate $600 million business to new levels. Our security unit is well positioned to serve the increased societal focus on health and safety. Its transformation came at the right time as security is now leveraging new capabilities such as digitally proficient talent, technology and partnerships to commercialize new solutions. Our products such as automated entrance management with facility threshold controls, contact and proximity tracing and touchless doors for commercial establishments have the potential for up to $100 million of revenue growth in 2021. And finally, for industrial, the Stanley Engineered Fastening business is well positioned to capture increased penetration as the automotive market shifts to electric and plug-in hybrid vehicles, which carry per vehicle penetration rates for us about 4x greater than a standard internal combustion engine. As this trend is forecasted to accelerate in the 2020s, we are investing to capture it. Growing our business through M&A is also central to our strategy. We have a line of sight for significant inorganic growth with our option beginning in July 2021 to purchase the remaining 80% in MTD products, at an all-time all-in EBITDA multiple in the range of 7 to 8x. MTD is a leading manufacturer in the $20 billion-plus growing outdoor products market. Our current planning assumption calls for the exercise of our MTD option and the potential addition of up to $3 billion of revenue from the transaction in 2022. In summary, as you can see, we had an exceptional start to 2021, building on the momentum from the second half of last year. We delivered record growth and strong margins, reflecting positive secular trends, vibrant markets and a strong array of growth drivers. I am proud of the team's continued efforts, and we are excited about the enormous potential ahead. Given the improved outlook shared in our first quarter earnings release and the strong momentum that we've built, it's been a privilege to lead Stanley Black & Decker through the pandemic and into the 2020s. And thank you all for your support. Now let's move to the business portion of the meeting. We remind you again that you may submit questions at any time using the online platform. After all the business items have been acted upon, we will address the questions we've received from our shareholders. I have before me an affidavit of mailing stating that a notice of this meeting, a proxy statement, a proxy and an annual report, or a notice of Internet availability of proxy materials were distributed on March 29, 2021 to all shareholders of record as of the close of business on March 11, 2021. And therefore I declare that this meeting has been properly called. In addition, the company has appointed CT Hagberg & Associates to serve as the independent inspector of elections for this meeting. And he will file his oath of office with the secretary for inclusion in the minutes of the meeting. The inspector of elections has informed me that a quorum is present, so we will proceed. At this time, the polls for voting on all matters are open. All shareholders entitled to vote at this meeting can do so online. If you have not yet voted or if you want to change the vote you previously cast, please remember that if you have already voted by proxy through the mail, telephone or Internet, it is not necessary to vote again. The first order of business is the election of directors. There are 12 nominees, including myself for election to the Board who, if elected, will constitute the entire Board of Directors. Each elected director will serve until the 2022 Annual Meeting and until his or her successor is elected and qualified. All of the director nominees are present via phone. Information concerning the nominees is included in the proxy statement for your information. The nominees for election to the Board are as follows: Andrea J. Ayers; George W. Buckley; Patrick D. Campbell; Carlos M. Cardoso; Robert B. Coutts; Debra A. Crew; Michael D. Hankin; myself, James M. Loree; Jane M. Palmieri; Mojdeh Poul, Dmitri L. Stockton; and Irving Tan. The persons named in the proxy statement have been nominated as directors of the company. No other nominations have been made in accordance with our bylaws, so the nominations are closed. The Board of Directors has recommended that shareholders vote for all the nominees. The second item of business is an advisory vote on the compensation of our named executive officers. This advisory vote gives shareholders the opportunity to express their views about the compensation the company pays its named executive officers as described in the proxy statement. The Board of Directors has recommended that shareholders vote for the executive officer compensation program. The third item of business is to ratify the selection of Ernst & Young as the independent registered public accounting firm for the company for the 2021 fiscal year. The Board of Directors has recommended shareholders vote for the approval of the selection of Ernst & Young as the registered independent public accounting firm for the 2021 fiscal year. The fourth item of business is to consider an amendment to the Certificate of Incorporation to allow shareholders to act by written consent. A shareholder proposal at the 2020 meeting, asked that the Board take the necessary steps to allow shareholders to act by written consent, received majority support last year by a narrow margin. After careful consideration, the Board has declared it advisable to submit to shareholders for approval, this proposal 4 to amend the certificate of incorporation. And the Board has recommended that shareholders vote for this proposal 4. The fifth item of business is to consider an amendment to the Certificate of Incorporation to eliminate super majority vote provisions applicable to the company under the Connecticut Business Corporation Act. The Board's proposal is a result of our ongoing review of corporate governance and feedback from shareholders. And the Board has recommended that shareholders vote for this proposal 5. The sixth item of business is to consider an amendment to the Certificate of Incorporation to eliminate super majority vote provisions of capital stock related to approval of business combinations with interested shareholders and to clarify when no shareholder vote is required. The Board's proposal is a result of our ongoing review of our corporate governance and feedback from shareholders. And the Board has recommended that shareholders vote for this proposal 6. The final item of business is to consider an amendment to the Certificate of Incorporation to adopt a majority voting standard in an uncontested election of directors. While the Board believes that the current voting standard in effect for the election of directors has the same effect and impact as a majority voting standard, the company has heard from shareholders the preference for the traditional version of majority voting for director elections commonly found at other companies. And the Board has recommended that shareholders vote for this proposal 7. [Voting]

The polls are now closed, and the inspector of elections will tally the ballots. We will then report the preliminary voting results. Janet Link, Senior Vice President, General Counsel and Secretary for the company, has the report of the inspector of elections. Janet, would you give us the preliminary results, please?

The holders of a majority of shares of common stock are present in person or by proxy. These shares represent more than 85% of the total outstanding 162,527,626 shares entitled to be voted at this meeting. On the first item, the election of the members to the Board of Directors, each nominee received a majority of the votes. On the second item, the advisory vote on compensation of named executive officers, a majority of shares were voted in favor of the resolution. On the third item, the appointment of Ernst & Young as the company's auditors for the 2021 fiscal year, a majority of the shares that voted approved the selection of Ernst & Young. On the fourth item, the consideration of a management proposal to amend the Certificate of Incorporation to allow shareholders to act by written consent, a majority of the shares voted in favor of the proposal. On the fifth item, the consideration of a management proposal to amend the Certificate of Incorporation to eliminate super majority vote provisions applicable to the company under the Connecticut Business Corporation Act, at least 2/3 of the shares voted in favor of the proposal. On the sixth item, the consideration of a management proposal to amend the Certificate of Incorporation to eliminate super majority vote provisions of capital stock related to approval of business combinations with interested shareholders and clarify when no shareholder vote is required, at least 80% of the shares of capital stock voted in favor of the proposal. On the seventh and final item, the consideration of a management proposal to amend the Certificate of Incorporation to adopt a majority voting standard in an uncontested election of directors, a majority of the shares voted in favor of the proposal.

Thank you, Janet. Based on the reported preliminary results, I declare that: One, the nominees for the office of director have been duly elected. Two, the company's compensation program for its named executive officers has been approved on an advisory basis. Three, the selection of Ernst & Young has been ratified. And four, all of the management proposals to amend the Certificate of Incorporation have been approved. We will file the final report of the inspector of elections with the records of this meeting. We expect to report the final results of the voting on a Form 8-K to be filed with the SEC within 4 business days of this meeting along with the amended Certificate of Incorporation. This concludes the business for the meeting. The 2021 Annual Meeting of Shareholders is now officially adjourned. I will now turn the call back to Janet Link and Dennis Lange for Q&A.

At this point, we will conduct a brief Q&A session where we will address the questions that we have received from our shareholders through the virtual meeting platform. We may also answer any questions that have been submitted in advance of the meeting via proxyvote.com. As a reminder of the rules of conduct -- as a reminder, the rules of the conduct is available on the virtual meeting platform. [Operator Instructions] We ask that questions be succinct and cover only one topic per questions. In the interest of having sufficient time to give all stockholders an opportunity to ask questions, we may summarize the question. We will also group together questions received from multiple stockholders on the same topic. We may defer specific questions about the company's current business results trends or current year outlook to our next public announcement and discussion of company performance as necessary to comply with Regulation FD. If we do not get to your question before we run out of time, or you have additional questions after this session, please feel free to reach out to our Investor Relations group. Their contact information is on the Stanley Black & Decker website. I will now turn our Q&A portion over to Dennis Lange to facilitate.

Thanks, Janet. First off, for those that chose to use the Q&A portion to submit a supportive comment for management or the Board, we appreciate those sentiments. And with that, I'll start with the questions that have been submitted. First, this question came in pre-event. Jim, how does a company as big as Stanley Black & Decker plan on improving, hiring and keeping employees, salary and hourly employees alike, at a time when it's hard to find and keep either one?

Well, it's an incredibly relevant question because talent -- there is a war for talent going on. And it's both the creative and innovative talent as well as the folks that actually make the products in the factories and work in the distribution centers and so forth. So I'll divide it into my answer into a strategic element and a tactical. Strategically, in early 2017 we rolled out our purpose, For Those Who Make the World, which was the result of a tremendous amount of research into -- at the time the company was 173 years old, had been around for 173 years. And we delved into what is special about this company and what has enabled us to be sustainable for all those years. And we ended up with settling with this purpose -- settling on this purpose, which I think resonates with all our employees. At the same time, I announced 3 elements to our strategy, basically, or strategic objectives in any event. The first was to continue our top quartile financial performance. The second was to become known as one of the world's great innovative companies. And the third was to elevate our commitment to corporate social responsibility. Now as it turns out, these 3 elements were exactly right for the time. They resonate with our people, and they certainly help enhance our talent brand. In fact, they're synergistic with each other in a very inspiring way. You add to that diversity, equity and inclusion, which we've made an enormous commitment to; and lifelong learning, which we now provide, and upskilling, which we now provide to our employees. Because in this environment, one must continuously learn and upgrade their skills in order to remain effective. And then on top of that, a culture of safety and health and safety, which in a time of a pandemic, perhaps has never been more important, but it's certainly always been important. And so you end up with this culture which welcomes diversity, so it opens up the aperture to all, 100% of the talent pool. It's a successful company. It drives innovation, and it's an inclusive company. And I think that particular combination certainly has driven an improvement in reputation to an excellent level and enhanced our talent brand. So a talent brand actually becomes a magnet for attracting talent, retaining talent. And just some of the awards the company has received in recent years: #30 in Barron's 100 Most Sustainable Companies, #50 in the Best Workplace for Innovators by Fast Company, one of America's Best Employers for Diversity from Forbes, one of the Best Places to Work for LGBTQ Equality by the Corporate Equality Index. And Mogul, which is a millennial website, #1 in Mogul's Top 100 Companies for Millennial Women. So we're seeing these types of public pronouncements actually magnify and amplify quality of our talent brand. And it's enabling us to attract talent and retain talent like never before. And then on a tactical level, we have over 100 plants, numerous distribution centers. And those very important people that make and distribute our product are very local in nature, because these plants are distributed around the world in various rural and other places. And so each area has its own labor conditions, and we monitor those diligently and ensure that we're competitive in that local area. And that's a tactical aspect to how we attract and retain talent in our factories and our distribution centers.

Thank you, Jim. The next question comes from [ David Jarvis ] from the Carpenters Pension Fund, and the topic that David has submitted deals with stakeholder capitalism and talking a little bit about how it can be complicated to deploy this across the organization as well as have oversight from the Board. So Jim, could you discuss the companies and the Board's perspective on the concept of stakeholder capitalism, what principles the Board would use to balance the interest of various stakeholders as it develops and implements the company's long-term business strategy?

Sure. Well, we signed on to the Business Roundtable's Purpose of the Corporation statement back in 2019, and that specifically addressed stakeholder capitalism. And we believe that the power of corporations to combine with the efforts of governments, NGOs, other corporations and so forth to be a force for good in society is absolutely critical in this generation and beyond. The world has so many problems, big problems that we're trying to solve, and so many opportunities, and just citing just one really important one being climate. And so companies need to work together and need to have a positive -- an objective program to help the Earth and help this climate change issue. And so that's just one example. I mean in order to have a license to operate in the 2020s and beyond, we have to be committed to stakeholder capitalism. Having said that, and it is -- it can be complicated at times, but it's also inspirational. And that's one of the things we talked a little bit about the talent brand a few minutes ago. But the commitment to stakeholder capitalism resonates with generations. Even more so -- the younger generations even more so than in the past, and they really embrace it. It's actually quite inspirational to them. And I think it's something that we just need to do, and we're doing it.

Jim, the last question is timely and gets to what are the next growth catalysts that are going to propel the company forward?

Yes. I'm excited about the growth catalysts like never before. We're going to really roll out in detail on Thursday to our investors and analysts in our Investor Day, or Growth Summit as we're calling it, because we have never in our history had more exciting growth catalysts than we have right now. And it starts with -- I mentioned e-commerce in my remarks. We have a 3:1 relative market share advantage in e-commerce, and the channel shift that's going on is enormous. And so that business is already close to $2 billion. It was in 2020 and growing at a very rapid rate. It grew almost 100% in the fourth quarter. So that will be a growth driver. I also referred to the revitalization of the Black & Decker brand. And that's an exciting project that's going on right now that we have a special team of people headed by a gentleman who ran the tool business for over a decade. And we're taking that brand and just refreshing it and kind of redirecting it to be more of a lifestyle brand and more of an e-commerce and contemporary brand, another exciting project. Then there's the MTD acquisition. And as I said, we -- our planning assumptions include the execution of our option, most likely in the second half of this year, to acquire this almost $3 billion business. So what's so exciting about that? Well, we're getting into a $20 billion-plus category. And we have the opportunity to electrify gas-powered outdoor equipment, which will do incredibly positive things for the industry in terms of carbon emissions, noise pollution, safety. The list goes on. So that's an exciting one. And we continue to drive the innovation machine. Be on the lookout for some pretty exciting innovations in the next 12 months or so in power tools, hand tools, industrial, security. In security, we have this transformation that's gone on over the last 2 years and reoriented many of our applications to high-tech focus on health and safety such as entrance management, contact tracing, proximity tracing, automatic touchless doors. I mean it just couldn't be more well positioned for the times that we're in. And it goes on. So I covered a lot of that in my remarks, but I just wanted to give you a flavor for how excited we are as we go forward here into the 2020s.

And thank you, Jim. We've now reached the end of the time allocated to Q&A. I will now turn it back over to Janet. Thank you.

That concludes our meeting today. We'd like to thank everyone again for calling in this morning and for your participation. If you have further questions, please contact our Vice President of Investor Relations, Dennis Lange.