Delivers 7.7% system-wide SSS growth and
38 net store additions
- Sales from continuing operations of $389
million grew 13%, driven by system-wide same store sales
(SSS) growth of 7.7%
- Reported income from continuing operations of $43 million grew 32% and earnings per diluted
share (EPS) of $0.33 increased
74%
- Continuing operations adjusted EBITDA of $105 million increased 21% and adjusted EPS of
$0.37 increased 61%
- Net store additions in the quarter totaled 38 (14 franchised
and 24 company-operated) bringing total system-wide stores to
1,928
- Updating guidance to narrow the range for certain key
metrics
LEXINGTON, Ky., May 8, 2024
/PRNewswire/ -- Valvoline Inc. (NYSE: VVV), the quick, easy,
trusted leader in preventive automotive maintenance, today reported
financial results for its second quarter of fiscal 2024, which
ended March 31, 2024. All comparisons
in this press release are made to the same prior-year period unless
otherwise noted.
"The second quarter saw growth of 7.7% in system-wide same-store
sales, while adjusted EBITDA increased 21%," said Lori Flees, President & CEO. "We delivered
network growth of 38 net store additions this quarter, 14 of which
came from our franchise partners."
Flees continued, "We also repurchased $40
million of shares in the second quarter which completes the
$1.6 billion share repurchase
authorization. This fulfills our commitment to return a substantial
amount of the net proceeds from the sale of the Global Products
business to shareholders."
Continuing Operations - Operating Results
(In millions, except
per share amounts and store counts)
|
Q2 results
|
YoY growth
|
Net revenues
|
$
388.7
|
13 %
|
Operating income
(a)
|
$
76.4
|
25 %
|
Income from continuing
operations (a)
|
$
43.3
|
32 %
|
EPS
(a)
|
$
0.33
|
74 %
|
Adjusted EPS
(b)
|
$
0.37
|
61 %
|
Adjusted EBITDA
(b)
|
$
105.1
|
21 %
|
System-wide store sales
(b)
|
$
746.1
|
13 %
|
|
Q2 results
|
Quarter
change
|
System-wide stores
(b)
|
1,928
|
+38
|
Company-operated
stores
|
919
|
+24
|
Franchised stores
(b)
|
1,009
|
+14
|
|
Q2 - YoY
growth
|
System-wide SSS
(b)
|
7.7 %
|
|
|
(a)
|
Includes the effects of
certain unusual, infrequent or non-operational activity not
directly attributable to the underlying business, which management
believes impacts the comparability of operational results between
periods ("key items"). These key items are delineated within Table
6 - Non-GAAP Reconciliation - Income from Continuing Operations and
Diluted Earnings per Share.
|
(b)
|
Refer to Key Business
Measures, Use of Non-GAAP Measures, Table 4 - Retail Stores
Operating Information, Table 6 - Non-GAAP Reconciliation - Income
from Continuing Operations and Diluted Earnings per Share, and
Table 7 - Non-GAAP Reconciliation - Adjusted Net Revenues and
EBITDA from Continuing Operations for management's definitions of
the metrics presented above and reconciliation to the corresponding
GAAP measures, where applicable.
|
Balance Sheet and Cash Flow
- Cash and cash equivalents balance of $495 million; total debt of $1.6 billion
- Year-to-date continuing operations cash flow from operations of
$92 million and free cash flow of
$5 million
- Returned cash to shareholders via share repurchases of
$40 million during the second quarter
and $212 million year-to-date, which
completes the $1.6 billion share
repurchase authorization
- Included in net interest expense is income of $4 million and $12
million earned during the quarter and year-to-date,
respectively on invested net proceeds from the sale of the Global
Products business
Outlook
Flees added, "In the first half of the year, we have delivered
strong profit growth thanks to the hard work of our team and
franchise partners. Our team's commitment to employee training and
retention has allowed us to continue to drive the core business
toward its full potential through a focus on improving delivery of
additional services and management of labor costs. With the first
half of the year behind us, we continue to expect strong
year-over-year performance despite lapping a strong second half of
fiscal year 2023. Accordingly, we are updating our guidance to
narrow the range across a few key metrics."
Information regarding the Company's outlook for fiscal 2024 is
provided in the table below:
|
Updated
Outlook
|
Prior
Outlook
|
System-wide SSS
growth
|
6
|
—
|
8 %
|
6
|
—
|
9 %
|
System-wide store
additions
|
no
|
|
change
|
140
|
—
|
170
|
Net revenues
|
$1.6
|
—
|
$1.65
billion
|
$1.6
|
—
|
$1.7 billion
|
Adjusted
EBITDA
|
$430
|
—
|
$455 million
|
$420
|
—
|
$460 million
|
Capital
expenditures
|
no
|
|
change
|
$185
|
—
|
$215 million
|
Adjusted EPS
|
$1.45
|
—
|
$1.65
|
$1.40
|
—
|
$1.65
|
Valvoline's outlook for adjusted EBITDA and adjusted EPS are
non-GAAP financial measures that are expected to be impacted by
items affecting comparability. Valvoline is unable to reconcile
these forward-looking non-GAAP financial measures to the comparable
GAAP measures estimated for fiscal 2024 without unreasonable
efforts, as the Company is currently unable to predict with a
reasonable degree of certainty the type and extent of certain items
that would be expected to impact these GAAP measures in fiscal 2024
but would not impact non-GAAP adjusted results.
Internal Controls
The Company plans to report a material weakness related to the
implementation of a new enterprise resource planning system that
took place on January 1, 2024, and
its related impact on information technology general controls. This
implementation was a necessary component of Valvoline's continued
evolution to a standalone company following the sale of the Global
Products business.
Notwithstanding the material weakness, the Company believes
there are no material inaccuracies or omissions of material fact in
the reported results, and to the best of the Company's knowledge,
the condensed consolidated financial statements fairly present in
all material aspects the financial condition, results of operations
and cash flows in conformity with GAAP. Management developed a plan
to further remediate the material weakness and has already begun
these efforts. The Company expects the material weakness will be
remediated by the end of fiscal 2024.
Conference Call Webcast
Valvoline will host a live audio webcast of its second quarter
fiscal 2024 conference call today, May 8, 2024, at 9 a.m.
ET. The webcast and supporting materials will be accessible through
Valvoline's website at http://investors.valvoline.com.
Following the live event, an archived version of the webcast and
supporting materials will be available.
Key Business Measures
Valvoline tracks its operating performance and manages its
business using certain key measures, including system-wide,
company-operated and franchised store counts and SSS; and
system-wide store sales. Management believes these measures are
useful to evaluating and understanding Valvoline's operating
performance and should be considered as supplements to, not
substitutes for, Valvoline's net revenues and operating income, as
determined in accordance with U.S. GAAP.
Net revenues are influenced by the number of service center
stores and the business performance of those stores. Stores are
considered open upon acquisition or opening for business. Temporary
store closings remain in the respective store counts with only
permanent store closures reflected in the activity and end of
period store counts. SSS is defined as net revenues by U.S.
Valvoline Instant Oil Change ("VIOC") stores (company-operated,
franchised and the combination of these for system-wide SSS), with
new stores, including franchised conversions, excluded from the
metric until the completion of their first full fiscal year in
operation as this period is generally required for new store sales
levels to begin to normalize.
Net revenues are limited to sales at company-operated stores, in
addition to royalties and other fees from independent franchised
and Express Care stores. Although Valvoline does not recognize
store-level sales from franchised stores as net revenues in its
Statements of Condensed Consolidated Income, management believes
system-wide and franchised SSS comparisons, store counts, and total
system-wide store sales are useful to assess market position
relative to competitors and overall store and operating
performance.
Use of Non-GAAP Measures
The following non-GAAP measures are included herein: Adjusted
net revenues; EBITDA, adjusted EBITDA, and adjusted EBITDA margin;
adjusted net income and adjusted diluted earnings per share; and
free cash flow and discretionary free cash flow. Refer to the
tables herein for management's definition of each non-GAAP measure
and reconciliation to the most comparable U.S. GAAP measure.
Non-GAAP measures include adjustments from results based on U.S.
GAAP that management believes enables comparison of certain
financial trends and results between periods and provides a useful
supplemental presentation of Valvoline's operating performance that
allows for transparency with respect to key metrics used by
management in operating the business and measuring performance.
These non-GAAP measures have limitations as analytical tools and
should not be considered in isolation from, an alternative to, or
more meaningful than, the financial results presented in accordance
with U.S. GAAP. The financial results presented in accordance with
U.S. GAAP and the reconciliations of non-GAAP measures should be
carefully evaluated. The manner used to compute the non-GAAP
information used by management may differ from the methods used by
other companies and may not be comparable.
Refer to the Appendix at the end of this release for
descriptions of the adjustments that depart from the computations
in accordance with U.S. GAAP.
About Valvoline Inc.
Valvoline Inc. (NYSE: VVV), is the quick, easy, trusted leader
in automotive preventive maintenance. Valvoline Inc. is creating
shareholder value by driving the full potential in our core
business, accelerating network growth and innovating to meet the
needs of customers and the evolving car parc. With more than 1,900
service centers throughout North
America, Valvoline Inc. and the Company's franchise
partners keep customers moving with our 4.6 out of 5 star* rated
service that includes 15-minute stay-in-your-car oil changes;
battery, bulb and wiper replacements; tire rotations; and other
manufacturer recommended maintenance services. In fiscal year 2023,
Valvoline's network delivered approximately 27 million services to
generate $1.4 billion in revenue from
$2.8 billion in system-wide store
sales, marking 17 years of consecutive system-wide same-store sales
growth. At Valvoline Inc., it all starts with our people, including
our more than 10,000 team members and strong, long-standing
franchise partners. We are proud to be a ten-time winner of the
BEST Award for training excellence and a top-rated franchisor in
our category by Entrepreneur and Franchise
Times. To learn more, or to find a service center near you,
visit vioc.com.
Forward-Looking Statements
Certain statements herein, other than statements of
historical fact, are forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements may include, without limitation,
executing on its growth strategy to create shareholder value by
driving the full potential in the Company's core business,
accelerating network growth and innovating to meet the needs of
customers and the evolving car parc; realizing the benefits from
the sale of Global Products; and future opportunities for the
remaining stand-alone retail business; and any other statements
regarding Valvoline's future operations, financial or operating
results, capital allocation, debt leverage ratio, anticipated
business levels, dividend policy, anticipated growth, market
opportunities, strategies, competition, and other expectations and
targets for future periods. Valvoline has identified some of these
forward-looking statements with words such as "anticipates,"
"believes," "expects," "estimates," "is likely," "predicts,"
"projects," "forecasts," "may," "will," "should," and "intends,"
and the negative of these words or other comparable terminology.
These forward-looking statements are based on Valvoline's current
expectations, estimates, projections, and assumptions as of the
date such statements are made and are subject to risks and
uncertainties that may cause results to differ materially from
those expressed or implied in the forward-looking statements.
Additional information regarding these risks and uncertainties are
described in the Company's filings with the Securities and Exchange
Commission (the "SEC"), including in the "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and
Results of Operations," and "Quantitative and Qualitative
Disclosures about Market Risk" sections of Valvoline's most
recently filed periodic reports on Forms 10-K and 10-Q, which are
available on Valvoline's website at
http://investors.valvoline.com/sec-filings or on the SEC's
website at http://www.sec.gov. Valvoline assumes no obligation to
update or revise these forward-looking statements for any reason,
even if new information becomes available in the future, unless
required by law.
TM Trademark, Valvoline Inc., or its
subsidiaries, registered in various countries
SM Service mark, Valvoline Inc., or its
subsidiaries, registered in various countries
* Based on a survey of more than 900,000 Valvoline
Instant Oil Change℠ customers annually
FOR FURTHER INFORMATION
Investor Inquiries
Elizabeth B. Russell
+1 (859) 357-3155
IR@valvoline.com
Media Inquiries
Angela
Davied
media@valvoline.com
Valvoline Inc. and
Consolidated Subsidiaries
|
|
|
|
|
|
|
|
Table 1
|
Statements of
Consolidated Income
|
|
|
|
|
|
|
|
|
(In millions, except
per share amounts - preliminary and unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
ended
March 31
|
|
Six months
ended
March 31
|
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Net revenues
|
|
$ 388.7
|
|
$ 344.5
|
|
$ 762.1
|
|
$ 677.3
|
Cost of
sales
|
|
242.5
|
|
217.8
|
|
481.1
|
|
431.8
|
Gross
profit
|
|
146.2
|
|
126.7
|
|
281.0
|
|
245.5
|
Selling, general and
administrative expenses
|
|
72.3
|
|
62.6
|
|
146.8
|
|
128.6
|
Net legacy and
separation-related expenses
|
|
—
|
|
3.8
|
|
0.1
|
|
29.2
|
Other income,
net
|
|
(2.5)
|
|
(0.9)
|
|
(5.1)
|
|
(2.8)
|
Operating
income
|
|
76.4
|
|
61.2
|
|
139.2
|
|
90.5
|
Net pension and other
postretirement plan expenses
|
|
3.6
|
|
3.6
|
|
7.0
|
|
7.3
|
Net interest and other
financing expenses
|
|
15.5
|
|
13.3
|
|
29.1
|
|
32.0
|
Income before income
taxes
|
|
57.3
|
|
44.3
|
|
103.1
|
|
51.2
|
Income tax expense
(benefit)
|
|
14.0
|
|
11.4
|
|
25.9
|
|
(8.7)
|
Income from continuing
operations
|
|
43.3
|
|
32.9
|
|
77.2
|
|
59.9
|
(Loss) income from
discontinued operations, net of tax
|
|
(1.9)
|
|
1,194.4
|
|
(3.9)
|
|
1,249.3
|
Net
income
|
|
$ 41.4
|
|
$
1,227.3
|
|
$ 73.3
|
|
$
1,309.2
|
|
|
|
|
|
|
|
|
|
Net earnings per
share
|
|
|
|
|
|
|
|
|
Basic earnings
(loss) per share
|
|
|
|
|
|
|
|
|
Continuing
operations
|
|
$ 0.33
|
|
$ 0.19
|
|
$ 0.59
|
|
$ 0.35
|
Discontinued
operations
|
|
(0.01)
|
|
6.96
|
|
(0.03)
|
|
7.20
|
Basic earnings per
share
|
|
$ 0.32
|
|
$ 7.15
|
|
$ 0.56
|
|
$ 7.55
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings
(loss) per share
|
|
|
|
|
|
|
|
|
Continuing
operations
|
|
$ 0.33
|
|
$ 0.19
|
|
$ 0.59
|
|
$ 0.34
|
Discontinued
operations
|
|
(0.01)
|
|
6.92
|
|
(0.03)
|
|
7.16
|
Diluted earnings per
share
|
|
$ 0.32
|
|
$ 7.11
|
|
$ 0.56
|
|
$ 7.50
|
|
|
|
|
|
|
|
|
|
Weighted average
common shares outstanding
|
|
|
|
|
|
|
Basic
|
|
129.8
|
|
171.7
|
|
130.8
|
|
173.5
|
Diluted
|
|
130.7
|
|
172.7
|
|
131.7
|
|
174.5
|
Valvoline Inc. and
Consolidated Subsidiaries
|
|
|
|
Table 2
|
Condensed
Consolidated Balance Sheets
|
|
|
|
|
(In millions -
preliminary and unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31
|
|
September 30
|
|
2024
|
|
2023
|
Assets
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
494.5
|
|
$
409.1
|
|
|
Receivables,
net
|
|
109.6
|
|
81.3
|
|
|
Inventories,
net
|
|
37.5
|
|
33.3
|
|
|
Prepaid expenses and
other current assets
|
|
59.8
|
|
65.5
|
|
|
Short-term
investments
|
|
—
|
|
347.5
|
|
Total current
assets
|
|
701.4
|
|
936.7
|
|
|
|
|
|
|
|
|
|
Noncurrent
assets
|
|
|
|
|
|
Property, plant and
equipment, net
|
|
877.9
|
|
818.3
|
|
|
Operating lease
assets
|
|
288.1
|
|
266.5
|
|
|
Goodwill and
intangibles, net
|
|
692.3
|
|
680.6
|
|
|
Other noncurrent
assets
|
|
203.3
|
|
187.8
|
|
Total
assets
|
|
$
2,763.0
|
|
$
2,889.9
|
|
|
|
|
|
|
|
|
Liabilities and
Stockholders' Equity
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
Current portion of
long-term debt
|
|
$
623.8
|
|
$
23.8
|
|
|
Trade and other
payables
|
|
118.8
|
|
118.7
|
|
|
Accrued expenses and
other liabilities
|
|
221.1
|
|
215.9
|
|
|
Current liabilities
held for sale
|
|
—
|
|
3.9
|
|
Total current
liabilities
|
|
963.7
|
|
362.3
|
|
|
|
|
|
|
|
|
Noncurrent
liabilities
|
|
|
|
|
|
Long-term
debt
|
|
951.3
|
|
1,562.3
|
|
|
Employee benefit
obligations
|
|
170.2
|
|
168.0
|
|
|
Operating lease
liabilities
|
|
269.0
|
|
247.3
|
|
|
Other noncurrent
liabilities
|
|
348.7
|
|
346.8
|
|
Total noncurrent
liabilities
|
|
1,739.2
|
|
2,324.4
|
|
|
|
|
|
|
|
|
Stockholders'
equity
|
60.1
|
|
203.2
|
|
|
|
|
|
|
|
|
Total liabilities
and stockholders' equity
|
|
$
2,763.0
|
|
$
2,889.9
|
Valvoline Inc. and
Consolidated Subsidiaries
|
|
|
|
Table 3
|
Condensed
Consolidated Statements of Cash Flows
|
|
|
(In millions -
preliminary and unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months
ended
|
|
March 31
|
|
2024
|
|
2023
|
Cash flows from
operating activities
|
|
|
|
|
|
Net income
|
|
$
73.3
|
|
$
1,309.2
|
|
Adjustments to
reconcile net income to cash flows from operating
activities:
|
|
|
|
|
|
|
Loss (income) from
discontinued operations
|
|
3.9
|
|
(1,249.3)
|
|
|
Depreciation and
amortization
|
|
50.2
|
|
39.1
|
|
|
Deferred income
taxes
|
|
—
|
|
(26.6)
|
|
|
Stock-based
compensation expense
|
|
4.9
|
|
5.4
|
|
|
Other, net
|
|
1.4
|
|
2.3
|
|
Change in operating
assets and liabilities
|
|
(41.6)
|
|
93.4
|
|
Operating cash flows
from continuing operations
|
|
92.1
|
|
173.5
|
|
Operating cash flows
from discontinued operations
|
|
(3.9)
|
|
(63.4)
|
|
Total cash provided by
operating activities
|
|
88.2
|
|
110.1
|
Cash flows from
investing activities
|
|
|
|
|
|
Additions to property,
plant and equipment
|
|
(87.2)
|
|
(79.4)
|
|
Acquisitions of
businesses
|
|
(21.3)
|
|
(18.9)
|
|
Proceeds from
maturities of short-term investments
|
|
350.0
|
|
—
|
|
Other investing
activities, net
|
|
(10.9)
|
|
2.0
|
|
Investing cash flows
from continuing operations
|
|
230.6
|
|
(96.3)
|
|
Investing cash flows
from discontinued operations
|
|
—
|
|
2,623.2
|
|
Total cash provided by
investing activities
|
|
230.6
|
|
2,526.9
|
Cash flows from
financing activities
|
|
|
|
|
|
Proceeds from
borrowings
|
|
—
|
|
920.9
|
|
Repayments on
borrowings
|
|
(11.8)
|
|
(909.0)
|
|
Repurchases of common
stock
|
|
(212.2)
|
|
(257.4)
|
|
Cash dividends
paid
|
|
—
|
|
(21.8)
|
|
Other financing
activities
|
|
(13.6)
|
|
(12.1)
|
|
Financing cash flows
from continuing operations
|
|
(237.6)
|
|
(279.4)
|
|
Financing cash flows
from discontinued operations
|
|
—
|
|
(108.1)
|
|
Total cash used in
financing activities
|
|
(237.6)
|
|
(387.5)
|
|
Effect of currency
exchange rate changes on cash, cash equivalents and
restricted cash
|
|
0.2
|
|
1.1
|
Increase in cash,
cash equivalents and restricted cash
|
|
81.4
|
|
2,250.6
|
Cash, cash equivalents
and restricted cash - beginning of period
|
|
413.1
|
|
83.9
|
Cash, cash
equivalents and restricted cash - end of period
|
|
$
494.5
|
|
$
2,334.5
|
Valvoline Inc. and Consolidated
Subsidiaries
|
|
|
|
|
|
|
|
Table 4
|
Retail Stores Operating
Information
|
|
|
|
|
|
|
|
|
(Preliminary and unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
ended
March 31
|
|
Six months
ended
March 31
|
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Sales information
|
|
|
|
|
|
|
|
|
|
System-wide store sales
- in millions (a)
|
|
$
746.1
|
|
$
659.9
|
|
$ 1,469.0
|
|
$ 1,303.9
|
Year-over-year growth
(a)
|
|
13.1 %
|
|
18.5 %
|
|
12.7 %
|
|
17.7 %
|
|
|
|
|
|
|
|
|
|
|
Same-store sales growth
(b)
|
|
|
|
|
|
|
|
|
Company-operated
|
|
7.4 %
|
|
14.2 %
|
|
6.8 %
|
|
13.5 %
|
Franchised
(a)
|
|
8.0 %
|
|
12.9 %
|
|
8.0 %
|
|
12.0 %
|
System-wide
(a)
|
|
7.7 %
|
|
13.5 %
|
|
7.4 %
|
|
12.7 %
|
|
|
|
Number of stores at
end of period
|
|
|
|
Second
Quarter 2024
|
|
First
Quarter 2024
|
|
Fourth
Quarter 2023
|
|
Third
Quarter 2023
|
|
Second
Quarter 2023
|
Company-operated
|
|
919
|
|
895
|
|
876
|
|
854
|
|
832
|
Franchised
(a)
|
|
1,009
|
|
995
|
|
976
|
|
950
|
|
949
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31
|
2024
|
|
2023
|
System-wide store count
(a)
|
|
|
|
|
|
|
|
1,928
|
|
1,781
|
Year-over-year growth
(a)
|
|
|
|
|
|
|
|
8.3 %
|
|
7.2 %
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Measures
include Valvoline franchisees, which are independent legal
entities. Valvoline does not consolidate the results of operations
of its franchisees.
|
(b)
|
Valvoline determines
SSS growth as sales by U.S. VIOC stores (company-operated,
franchised, and the combination of these for system-wide SSS), with
new stores, including franchised conversions, excluded from the
metric until the completion of their first full fiscal year in
operation.
|
Valvoline Inc. and
Consolidated Subsidiaries
|
|
|
|
|
|
|
|
Table 5
|
System-wide Retail
Stores
|
|
|
|
|
|
|
|
|
|
(Preliminary and
unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-operated
|
|
|
|
Second
Quarter 2024
|
|
First
Quarter 2024
|
|
Fourth
Quarter 2023
|
|
Third
Quarter 2023
|
|
Second
Quarter 2023
|
Beginning of
period
|
|
895
|
|
876
|
|
854
|
|
832
|
|
813
|
|
Opened
|
|
14
|
|
14
|
|
14
|
|
12
|
|
13
|
|
Acquired
|
|
10
|
|
5
|
|
8
|
|
8
|
|
6
|
|
Net conversions between
company-operated
and franchised
|
|
—
|
|
—
|
|
—
|
|
2
|
|
—
|
|
Closed
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
End of
period
|
|
919
|
|
895
|
|
876
|
|
854
|
|
832
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Franchised
(a)
|
|
|
|
Second
Quarter 2024
|
|
First
Quarter 2024
|
|
Fourth
Quarter 2023
|
|
Third
Quarter 2023
|
|
Second
Quarter 2023
|
Beginning of
period
|
|
995
|
|
976
|
|
950
|
|
949
|
|
933
|
|
Opened
|
|
15
|
|
19
|
|
26
|
|
3
|
|
16
|
|
Acquired
(b)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Net conversions between
company-operated
and franchised
|
|
—
|
|
—
|
|
—
|
|
(2)
|
|
—
|
|
Closed
|
|
(1)
|
|
—
|
|
—
|
|
—
|
|
—
|
End of
period
|
|
1,009
|
|
995
|
|
976
|
|
950
|
|
949
|
|
|
|
|
|
|
|
|
|
|
|
|
Total system-wide
stores (a)
|
|
1,928
|
|
1,890
|
|
1,852
|
|
1,804
|
|
1,781
|
|
|
|
(a)
|
Measures include
Valvoline franchisees, which are independent legal entities.
Valvoline does not consolidate the results of operations of
its franchisees.
|
(b)
|
Represents the
acquisition of franchise stores that are new to the Valvoline
system by Valvoline Inc.
|
Valvoline Inc. and
Consolidated Subsidiaries
|
|
|
|
|
|
|
|
Table 6
|
Non-GAAP
Reconciliation - Income from Continuing Operations and Diluted
Earnings per Share
|
(In millions, except
per share amounts - preliminary and unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
ended
March 31
|
|
Six months
ended
March 31
|
|
|
|
|
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Reported income from
continuing operations
|
|
$ 43.3
|
|
$ 32.9
|
|
$ 77.2
|
|
$ 59.9
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
Net pension and other
postretirement plan expenses
|
|
3.6
|
|
3.6
|
|
7.0
|
|
7.3
|
|
Net legacy and
separation-related expenses (a)
|
|
—
|
|
3.8
|
|
0.1
|
|
29.2
|
|
Information technology
transition costs
|
|
3.1
|
|
0.4
|
|
5.8
|
|
0.7
|
|
Investment and
divestiture-related costs
|
|
—
|
|
1.0
|
|
—
|
|
1.0
|
|
Debt extinguishment and
modification costs
|
|
—
|
|
0.9
|
|
—
|
|
0.9
|
|
Suspended
operations
|
|
—
|
|
0.1
|
|
—
|
|
(0.1)
|
|
Total adjustments,
pre-tax
|
|
6.7
|
|
9.8
|
|
12.9
|
|
39.0
|
|
Income tax benefit of
adjustments (a)
|
|
(1.7)
|
|
(2.5)
|
|
(3.3)
|
|
(30.3)
|
|
Total adjustments,
after tax
|
|
5.0
|
|
7.3
|
|
9.6
|
|
8.7
|
Adjusted income from
continuing operations (b) (c)
|
|
$ 48.3
|
|
$ 40.2
|
|
$ 86.8
|
|
$ 68.6
|
|
|
|
|
|
|
|
|
|
Reported diluted
earnings per share from continuing operations
|
|
$ 0.33
|
|
$ 0.19
|
|
$ 0.59
|
|
$ 0.34
|
Adjusted diluted
earnings per share from continuing operations (c) (d)
|
|
$ 0.37
|
|
$ 0.23
|
|
$ 0.66
|
|
$ 0.39
|
|
|
|
|
|
|
|
|
|
|
Weighted average
diluted common shares outstanding
|
|
130.7
|
|
172.7
|
|
131.7
|
|
174.5
|
|
(a)
|
During the six months
ended March 31, 2023, the Company recognized $24.4 million of
expense within Net legacy and separation-related expenses in the
Statement of Consolidated Income, in addition to an income tax
benefit of $26.5 million to reflect its increased indemnity
obligation and the release of valuation allowances, respectively,
in connection with the amendment of its tax matters agreement with
Valvoline's former parent company.
|
(b)
|
Adjusted income from
continuing operations is defined as income from continuing
operations adjusted for the effects of key items.
|
(c)
|
Represents a non-GAAP
measure. Refer to "Use of Non-GAAP Measures" and the Appendix for
additional details.
|
(d)
|
Adjusted diluted
earnings per share from continuing operations is defined as diluted
earnings per share calculated using adjusted income from continuing
operations.
|
Valvoline Inc. and
Consolidated Subsidiaries
|
|
|
|
|
|
|
|
Table 7
|
Non-GAAP
Reconciliation - Adjusted Net Revenues and EBITDA from Continuing
Operations
|
(In millions -
preliminary and unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
ended
March 31
|
|
Six months
ended
March 31
|
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Reported net
revenues
|
$
388.7
|
|
$
344.5
|
|
$
762.1
|
|
$
677.3
|
Key items:
|
|
|
|
|
|
|
|
|
Suspended
operations
|
|
—
|
|
—
|
|
—
|
|
(0.2)
|
Adjusted net
revenues (a)
(b)
|
$
388.7
|
|
$
344.5
|
|
$
762.1
|
|
$
677.1
|
|
|
|
|
|
|
|
|
|
Income from
continuing operations
|
|
$
43.3
|
|
$
32.9
|
|
$
77.2
|
|
$
59.9
|
Add:
|
|
|
|
|
|
|
|
|
Income tax expense
(benefit)
|
|
14.0
|
|
11.4
|
|
25.9
|
|
(8.7)
|
Net interest and other
financing expenses
|
|
15.5
|
|
13.3
|
|
29.1
|
|
32.0
|
Depreciation and
amortization
|
|
25.6
|
|
20.6
|
|
50.2
|
|
39.1
|
EBITDA from
continuing operations (b)
(c)
|
|
98.4
|
|
78.2
|
|
182.4
|
|
122.3
|
Key items:
|
|
|
|
|
|
|
|
|
Net pension and other
postretirement plan expenses
|
|
3.6
|
|
3.6
|
|
7.0
|
|
7.3
|
Net legacy and
separation-related expenses
|
|
—
|
|
3.8
|
|
0.1
|
|
29.2
|
Information technology
transition costs
|
|
3.1
|
|
0.4
|
|
5.8
|
|
0.7
|
Investment and
divestiture-related costs
|
|
—
|
|
1.0
|
|
—
|
|
1.0
|
Suspended
operations
|
|
—
|
|
0.1
|
|
—
|
|
(0.1)
|
Key items -
subtotal
|
|
6.7
|
|
8.9
|
|
12.9
|
|
38.1
|
Adjusted EBITDA from
continuing operations (b) (c)
|
|
$
105.1
|
|
$
87.1
|
|
$
195.3
|
|
$
160.4
|
|
|
|
|
|
|
|
|
|
Net profit
margin (d)
|
11.1 %
|
|
9.6 %
|
|
10.1 %
|
|
8.8 %
|
Adjusted EBITDA
margin (b) (e)
|
27.0 %
|
|
25.3 %
|
|
25.6 %
|
|
23.7 %
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Adjusted net revenues
are reported net revenues adjusted for key items.
|
(b)
|
Represents a non-GAAP
measure. Refer to "Use of Non-GAAP Measures" and the Appendix for
additional details.
|
(c)
|
EBITDA from continuing
operations is defined as income from continuing operations, plus
income tax expense (benefit), net interest and other financing
expenses, and depreciation and amortization attributable to
continuing operations. Adjusted EBITDA from continuing operations
is EBITDA adjusted for key items attributable to continuing
operations.
|
(d)
|
Net profit margin is
defined as reported income from continuing operations divided by
reported net revenues.
|
(e)
|
Adjusted EBITDA margin
is defined as Adjusted EBITDA from continuing operations divided by
adjusted net revenues.
|
Valvoline Inc. and
Consolidated Subsidiaries
|
|
|
|
Table 8
|
Non-GAAP
Reconciliation - Free Cash Flows from Continuing
Operations
|
|
|
(In millions -
preliminary and unaudited)
|
|
|
|
|
|
|
|
|
|
Free cash flow
(a)
|
|
Six months
ended
|
|
March 31
|
|
2024
|
|
2023
|
Operating cash flows
from continuing operations
|
|
$
92.1
|
|
$
173.5
|
Adjustments:
|
|
|
|
|
Additions to property,
plant and equipment
|
|
(87.2)
|
|
(79.4)
|
Free cash flow from
continuing operations (b)
|
|
$
4.9
|
|
$
94.1
|
|
|
|
|
|
Discretionary free cash
flow (c)
|
|
Six months
ended
|
|
March 31
|
|
2024
|
|
2023
|
Operating cash flows
from continuing operations
|
|
$
92.1
|
|
$
173.5
|
Adjustments:
|
|
|
|
|
Maintenance additions
to property, plant and equipment
|
|
(13.6)
|
|
(9.7)
|
Discretionary free
cash flow from continuing operations (b)
|
|
$
78.5
|
|
$
163.8
|
|
|
|
|
|
|
|
(a)
|
Free cash flow is
defined as operating cash flows less Additions to property, plant
and equipment and certain other adjustments, as
applicable.
|
(b)
|
Represents a non-GAAP
measure. Refer to "Use of Non-GAAP Measures" and the Appendix for
additional details.
|
(c)
|
Discretionary free cash
flow is defined as operating cash flows less Maintenance additions
to property, plant and equipment and certain other adjustments, as
applicable.
|
Valvoline Inc. and Consolidated Subsidiaries
Appendix - Description of Non-GAAP Measures and
Adjustments
EBITDA Measures
Management believes EBITDA measures provide a meaningful
supplemental presentation of Valvoline's operating performance
between periods on a comparable basis due to the depreciable assets
associated with the nature of the Company's operations, as well as
income tax and interest costs related to Valvoline's tax and
capital structures, respectively.
Free Cash Flow and Discretionary Free Cash Flow
Management uses free cash flow and discretionary free cash flow
as additional non-GAAP metrics of cash flow generation. By
including capital expenditures and certain other adjustments, as
applicable, management is able to provide an indication of the
ongoing cash being generated that is ultimately available for both
debt and equity holders as well as other investment opportunities.
Free cash flow includes the impact of capital expenditures,
providing a supplemental view of cash generation. Discretionary
free cash flow includes maintenance capital expenditures, which are
routine uses of cash that are necessary to maintain the Company's
operations and provides a supplemental view of cash flow generation
to maintain operations before discretionary investments in growth.
Free cash flow and discretionary free cash flow have certain
limitations, including that they do not reflect adjustments for
certain non-discretionary cash flows, such as mandatory debt
repayments.
Adjusted Net Revenue and Profitability Measures
Adjusted net revenue and profitability measures (i.e., adjusted
net income, diluted earnings per share and EBITDA) enable the
comparison of financial trends and results between periods where
certain items may not be reflective of the Company's underlying and
ongoing operational performance or vary independent of business
performance.
Key Items
The non-GAAP measures used by management exclude the impact of
certain unusual, infrequent or non-operational activity not
directly attributable to the underlying business, which management
believes impacts the comparability of operational results between
periods ("key items"). Key items are often related to legacy
matters or market-driven events considered by management to not be
reflective of the ongoing operating performance. Key items may
consist of adjustments related to: legacy businesses, including the
separation from Valvoline's former parent company, the former
Global Products reportable segment, and associated impacts of
related activity and indemnities; non-service pension and other
postretirement plan activity; restructuring-related matters,
including organizational restructuring plans, the separation of
Valvoline's businesses, significant acquisitions or divestitures,
debt extinguishment and modification, and tax reform legislation;
in addition to other matters that management considers
non-operational, infrequent or unusual in nature.
Refer to the below for descriptions of the key items that
comprise the adjustments which depart from the computations in
accordance with U.S. GAAP:
Net pension and other postretirement plan
expenses: Includes several elements impacted by changes in
plan assets and obligations that are primarily driven by the debt
and equity markets, including remeasurement gains and losses, when
applicable; and recurring non-service pension and other
postretirement net periodic activity, which consists of interest
cost, expected return on plan assets and amortization of prior
service credits. Management considers these elements are more
reflective of changes in current conditions in global markets (in
particular, interest rates), outside the operational performance of
the business, and are also legacy amounts that are not directly
related to the underlying business and do not have an impact on the
compensation and benefits provided to eligible employees for
current service.
Net legacy and separation-related expenses:
Activity associated with legacy businesses, including the
separation from Valvoline's former parent company and its former
Global Products reportable segment. This activity includes the
recognition of and adjustments to indemnity obligations to its
former parent company; certain legal, financial, professional
advisory and consulting fees; and other expenses incurred by the
continuing operations in connection with and directly related to
these separation transactions and legacy matters. This incremental
activity directly attributable to legacy matters and separation
transactions is not considered reflective of the underlying
operating performance of the Company's continuing operations.
During the six months ended March 31,
2023, the Company recognized $24.4 million of pre-tax expense to reflect
its increased estimated indemnity obligation which also resulted in
an income tax benefit of $26.5 million to reflect the release of
valuations allowances in connection with the amendment of the Tax
Matters Agreement with Valvoline's former parent company.
Information technology transition costs: Consists
of expenses incurred related to the Company's transition to a
stand-alone enterprise resource planning software system during
fiscal years 2023 and 2024, including data conversion, temporary
support, training, and redundant expenses incurred from duplicative
technology platforms during implementation. These expenses are
reflective of incremental costs directly associated with technology
transitions and data migration that are not considered to be
reflective of the ongoing expenses of operating the Company's
technology platforms.
Suspended operations: Represents the results of a
former Global Products business where operations were suspended
during fiscal 2022. This business was not included in the sale of
the Global Products business in March
2023. It was classified as held for sale and impaired as of
September 30, 2023, and subsequently
sold during the first fiscal quarter of 2024. These results are not
indicative of the operating performance of the Company's ongoing
continuing operations.
Investment and divestiture-related costs: Expense
recognized to reduce the carrying value of an investment interest
determined to be impaired. This cost is not considered to be
reflective of the underlying performance of the Company's ongoing
continuing operations.
Debt extinguishment and modification costs:
Relates to the modification of the Senior Credit Agreement and
includes the accelerated amortization of previously capitalized
debt issuance costs, as well as third-party fees expensed in
connection with the execution of the amended Senior Credit
Agreement. These expenses are not considered to be indicative of
the future servicing costs of the Company's ongoing debt
facilities.
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SOURCE Valvoline Inc.