Delivers 12% top-line
growth, 6.5% system-wide SSS growth, 33 store additions and
announces refranchising of 17 stores
- Sales from continuing operations of $421
million grew 12%, driven by system-wide same store sales
(SSS) growth of 6.5%
- Income from continuing operations of $48
million declined 25%, reflecting a year-over-year reduction
in interest income, and earnings per diluted share (EPS) of
$0.37 decreased 8%,
- Continuing operations adjusted EBITDA of $123 million increased 12% and adjusted EPS of
$0.45 increased 5% over the prior
year, which reflects a year-over-year reduction in interest
income
- Store additions in the quarter totaled 33 (15 franchised and 18
company-operated) bringing total system-wide stores to 1,961
- Refranchised 17 stores in July
2024
LEXINGTON, Ky., Aug. 7, 2024
/PRNewswire/ -- Valvoline Inc. (NYSE: VVV), the quick, easy,
trusted leader in preventive automotive maintenance, today reported
financial results for its third quarter of fiscal 2024, which ended
June 30, 2024. All comparisons in this press release are made
to the same prior-year period unless otherwise noted.
"We delivered 12% growth in sales in the third quarter
driven by system-wide same-store sales growth of 6.5%," said
Lori Flees, President &
CEO. "We are pleased with the continued momentum in non-oil
change revenue service penetration which was the largest driver of
same-store sales growth this quarter."
Flees continued, "This quarter we added 33 new stores,
15 of which came from our franchise partners. This brings our
year-to-date net additions to 109 stores, resulting in a
system-wide store count of 1,961. We are also pleased to announce
the refranchising of 17 company-owned stores subsequent to the end
of the third quarter, an action that is consistent with our
priority to accelerate network growth in a more capital efficient
manner and drive long-term shareholder returns."
Continuing Operations - Operating Results
(In millions, except
per share amounts and store counts)
|
Q3 results
|
YoY growth
(decline)
|
Net revenues
|
$
421.4
|
12.0 %
|
Operating income
(a)
|
$
93.4
|
8.0 %
|
Income from continuing
operations (a)
|
$
48.2
|
(25.3) %
|
EPS
(a)
|
$
0.37
|
(7.5) %
|
Adjusted EPS
(b)
|
$
0.45
|
4.7 %
|
Adjusted EBITDA
(b)
|
$
123.2
|
11.6 %
|
System-wide store sales
(b)
|
$
808.5
|
12.4 %
|
|
Q3 results
|
Quarter
change
|
System-wide stores
(b)
|
1,961
|
+33
|
Company-operated
stores
|
937
|
+18
|
Franchised stores
(b)
|
1,024
|
+15
|
|
Q3 - YoY
growth
|
System-wide SSS
(b)
|
6.5 %
|
|
|
(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 $66
million; total debt of $1.1
billion following the repurchase of all of the 2030 Senior
Notes
- Year-to-date continuing operations cash flow from operations of
$170 million and free cash flow of
$17 million
- Following the end of the quarter, announced a new $400 million share repurchase authorization
Outlook
Flees added, "Through our third quarter, we have delivered
performance substantially in line with our expectations. We are
trending at or slightly below the midpoint of our adjusted EBITDA
and adjusted EPS guidance including the modest impacts of
refranchising. I'd like to thank our more than 10,000 team
members and our strong franchise partners who together helped us
surpass $3 billion in system-wide
store sales over the past 12 months."
Conference Call Webcast
Valvoline will host a live audio webcast of its third quarter
fiscal 2024 conference call today, August 7, 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 approximately
2,000 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 eleven-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.
™ 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
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
June 30
|
|
Nine months
ended
June 30
|
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Net revenues
|
|
$ 421.4
|
|
$ 376.2
|
|
$
1,183.5
|
|
$
1,053.5
|
Cost of
sales
|
|
253.9
|
|
225.5
|
|
735.0
|
|
657.3
|
Gross
profit
|
|
167.5
|
|
150.7
|
|
448.5
|
|
396.2
|
Selling, general and
administrative expenses
|
|
77.2
|
|
65.6
|
|
224.0
|
|
194.2
|
Net legacy and
separation-related expenses
|
|
0.1
|
|
1.6
|
|
0.2
|
|
30.8
|
Other income,
net
|
|
(3.2)
|
|
(3.0)
|
|
(8.3)
|
|
(5.8)
|
Operating
income
|
|
93.4
|
|
86.5
|
|
232.6
|
|
177.0
|
Net pension and other
postretirement plan expenses
|
|
3.4
|
|
3.7
|
|
10.4
|
|
11.0
|
Net interest and other
financing expenses (income)
|
|
24.8
|
|
(4.6)
|
|
53.9
|
|
27.4
|
Income before income
taxes
|
|
65.2
|
|
87.4
|
|
168.3
|
|
138.6
|
Income tax
expense
|
|
17.0
|
|
22.9
|
|
42.9
|
|
14.2
|
Income from continuing
operations
|
|
48.2
|
|
64.5
|
|
125.4
|
|
124.4
|
(Loss) income from
discontinued operations, net of tax
|
|
(2.3)
|
|
(2.9)
|
|
(6.2)
|
|
1,246.4
|
Net
income
|
|
$ 45.9
|
|
$ 61.6
|
|
$ 119.2
|
|
$
1,370.8
|
|
|
|
|
|
|
|
|
|
Net earnings per
share
|
|
|
|
|
|
|
|
|
Basic earnings
(loss) per share
|
|
|
|
|
|
|
|
|
Continuing
operations
|
|
$ 0.37
|
|
$ 0.40
|
|
$ 0.96
|
|
$ 0.74
|
Discontinued
operations
|
|
(0.02)
|
|
(0.02)
|
|
(0.05)
|
|
7.35
|
Basic earnings per
share
|
|
$ 0.35
|
|
$ 0.38
|
|
$ 0.91
|
|
$ 8.09
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings
(loss) per share
|
|
|
|
|
|
|
|
|
Continuing
operations
|
|
$ 0.37
|
|
$ 0.40
|
|
$ 0.96
|
|
$ 0.73
|
Discontinued
operations
|
|
(0.02)
|
|
(0.02)
|
|
(0.05)
|
|
7.31
|
Diluted earnings per
share
|
|
$ 0.35
|
|
$ 0.38
|
|
$ 0.91
|
|
$ 8.04
|
|
|
|
|
|
|
|
|
|
Weighted average
common shares outstanding
|
|
|
|
|
|
|
Basic
|
|
129.4
|
|
161.5
|
|
130.3
|
|
169.5
|
Diluted
|
|
130.2
|
|
162.5
|
|
131.2
|
|
170.6
|
Valvoline Inc. and
Consolidated Subsidiaries
|
|
|
|
Table 2
|
Condensed
Consolidated Balance Sheets
|
|
|
|
|
(In millions -
preliminary and unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30
|
|
September 30
|
|
2024
|
|
2023
|
Assets
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
65.7
|
|
$
409.1
|
|
|
Receivables,
net
|
|
97.5
|
|
81.3
|
|
|
Inventories,
net
|
|
40.2
|
|
33.3
|
|
|
Prepaid expenses and
other current assets
|
|
53.0
|
|
65.5
|
|
|
Short-term
investments
|
|
—
|
|
347.5
|
|
Total current
assets
|
|
256.4
|
|
936.7
|
|
|
|
|
|
|
|
|
|
Noncurrent
assets
|
|
|
|
|
|
Property, plant and
equipment, net
|
|
927.2
|
|
818.3
|
|
|
Operating lease
assets
|
|
289.3
|
|
266.5
|
|
|
Goodwill and
intangibles, net
|
|
693.7
|
|
680.6
|
|
|
Other noncurrent
assets
|
|
209.0
|
|
187.8
|
|
Total
assets
|
|
$
2,375.6
|
|
$
2,889.9
|
|
|
|
|
|
|
|
|
Liabilities and
Stockholders' Equity
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
Current portion of
long-term debt
|
|
$
23.8
|
|
$
23.8
|
|
|
Trade and other
payables
|
|
107.7
|
|
118.7
|
|
|
Accrued expenses and
other liabilities
|
|
219.9
|
|
215.9
|
|
|
Current liabilities
held for sale
|
|
—
|
|
3.9
|
|
Total current
liabilities
|
|
351.4
|
|
362.3
|
|
|
|
|
|
|
|
|
Noncurrent
liabilities
|
|
|
|
|
|
Long-term
debt
|
|
1,125.7
|
|
1,562.3
|
|
|
Employee benefit
obligations
|
|
167.8
|
|
168.0
|
|
|
Operating lease
liabilities
|
|
270.3
|
|
247.3
|
|
|
Other noncurrent
liabilities
|
|
353.9
|
|
346.8
|
|
Total noncurrent
liabilities
|
|
1,917.7
|
|
2,324.4
|
|
|
|
|
|
|
|
|
Stockholders'
equity
|
106.5
|
|
203.2
|
|
|
|
|
|
|
|
|
Total liabilities
and stockholders' equity
|
|
$
2,375.6
|
|
$
2,889.9
|
Valvoline Inc. and
Consolidated Subsidiaries
|
|
|
|
Table 3
|
Condensed
Consolidated Statements of Cash Flows
|
|
|
(In millions -
preliminary and unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months
ended
|
|
June 30
|
|
2024
|
|
2023
|
Cash flows from
operating activities
|
|
|
|
|
|
Net income
|
|
$
119.2
|
|
$
1,370.8
|
|
Adjustments to
reconcile net income to cash flows from operating
activities:
|
|
|
|
|
|
|
Loss (income) from
discontinued operations
|
|
6.2
|
|
(1,246.4)
|
|
|
Loss on extinguishment
of debt
|
|
5.1
|
|
—
|
|
|
Depreciation and
amortization
|
|
77.1
|
|
60.7
|
|
|
Deferred income
taxes
|
|
—
|
|
(26.6)
|
|
|
Stock-based
compensation expense
|
|
9.4
|
|
8.8
|
|
|
Other, net
|
|
1.6
|
|
2.1
|
|
Change in operating
assets and liabilities
|
|
(48.6)
|
|
80.5
|
|
Operating cash flows
from continuing operations
|
|
170.0
|
|
249.9
|
|
Operating cash flows
from discontinued operations
|
|
(6.2)
|
|
(298.3)
|
|
Total cash provided by
(used in) operating activities
|
|
163.8
|
|
(48.4)
|
Cash flows from
investing activities
|
|
|
|
|
|
Additions to property,
plant and equipment
|
|
(153.0)
|
|
(125.9)
|
|
Acquisitions of
businesses
|
|
(27.9)
|
|
(27.8)
|
|
Proceeds from
(purchases of) investments, net
|
|
348.0
|
|
(440.4)
|
|
Other investing
activities, net
|
|
(5.7)
|
|
(0.8)
|
|
Investing cash flows
from continuing operations
|
|
161.4
|
|
(594.9)
|
|
Investing cash flows
from discontinued operations
|
|
—
|
|
2,621.0
|
|
Total cash provided by
investing activities
|
|
161.4
|
|
2,026.1
|
Cash flows from
financing activities
|
|
|
|
|
|
Proceeds from
borrowings
|
|
200.0
|
|
920.9
|
|
Repayments on
borrowings
|
|
(642.8)
|
|
(915.0)
|
|
Repurchases of common
stock
|
|
(212.2)
|
|
(1,395.5)
|
|
Cash dividends
paid
|
|
—
|
|
(21.8)
|
|
Other financing
activities
|
|
(17.4)
|
|
(16.0)
|
|
Financing cash flows
from continuing operations
|
|
(672.4)
|
|
(1,427.4)
|
|
Financing cash flows
from discontinued operations
|
|
—
|
|
(108.1)
|
|
Total cash used in
financing activities
|
|
(672.4)
|
|
(1,535.5)
|
|
Effect of currency
exchange rate changes on cash, cash equivalents and restricted
cash
|
|
0.1
|
|
0.6
|
(Decrease) increase
in cash, cash equivalents and restricted cash
|
|
(347.1)
|
|
442.8
|
Cash, cash equivalents
and restricted cash - beginning of period
|
|
413.1
|
|
83.9
|
Cash, cash
equivalents and restricted cash - end of period
|
|
$
66.0
|
|
$
526.7
|
Valvoline Inc. and
Consolidated Subsidiaries
|
|
|
|
|
|
|
|
Table 4
|
Retail Stores
Operating Information
|
|
|
|
|
|
|
|
|
(Preliminary and
unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
ended
June 30
|
|
Nine months
ended
June 30
|
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Sales
information
|
|
|
|
|
|
|
|
|
|
System-wide store sales
- in millions (a)
|
|
$
808.5
|
|
$
719.6
|
|
$ 2,277.5
|
|
$ 2,023.5
|
Year-over-year
growth (a)
|
|
12.4 %
|
|
17.9 %
|
|
12.6 %
|
|
17.8 %
|
|
|
|
|
|
|
|
|
|
|
Same-store sales
growth (b)
|
|
|
|
|
|
|
|
|
Company-operated
|
|
6.7 %
|
|
12.1 %
|
|
6.8 %
|
|
13.0 %
|
Franchised
(a)
|
|
6.4 %
|
|
12.8 %
|
|
7.4 %
|
|
12.3 %
|
System-wide
(a)
|
|
6.5 %
|
|
12.5 %
|
|
7.1 %
|
|
12.6 %
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of stores at end
of period
|
|
|
|
Third
Quarter
2024
|
|
Second
Quarter
2024
|
|
First
Quarter
2024
|
|
Fourth
Quarter
2023
|
|
Third
Quarter
2023
|
Company-operated
|
|
937
|
|
919
|
|
895
|
|
876
|
|
854
|
Franchised
(a)
|
|
1,024
|
|
1,009
|
|
995
|
|
976
|
|
950
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30
|
2024
|
|
2023
|
System-wide store count
(a)
|
|
|
|
|
|
|
|
1,961
|
|
1,804
|
Year-over-year
growth (a)
|
|
|
|
|
|
|
|
8.7 %
|
|
6.7 %
|
|
|
|
|
|
|
|
|
|
|
|
(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
|
|
|
|
Third
Quarter
2024
|
|
Second
Quarter
2024
|
|
First
Quarter
2024
|
|
Fourth
Quarter
2023
|
|
Third
Quarter
2023
|
Beginning of
period
|
|
919
|
|
895
|
|
876
|
|
854
|
|
832
|
|
Opened
|
|
12
|
|
14
|
|
14
|
|
14
|
|
12
|
|
Acquired
|
|
6
|
|
10
|
|
5
|
|
8
|
|
8
|
|
Net conversions between
company-operated
and franchised
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2
|
|
Closed
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
End of
period
|
|
937
|
|
919
|
|
895
|
|
876
|
|
854
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Franchised
(a)
|
|
|
|
Third
Quarter
2024
|
|
Second
Quarter
2024
|
|
First
Quarter
2024
|
|
Fourth
Quarter
2023
|
|
Third
Quarter
2023
|
Beginning of
period
|
|
1,009
|
|
995
|
|
976
|
|
950
|
|
949
|
|
Opened
|
|
15
|
|
15
|
|
19
|
|
26
|
|
3
|
|
Acquired
(b)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Net conversions between
company-operated
and franchised
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2)
|
|
Closed
|
|
—
|
|
(1)
|
|
—
|
|
—
|
|
—
|
End of
period
|
|
1,024
|
|
1,009
|
|
995
|
|
976
|
|
950
|
|
|
|
|
|
|
|
|
|
|
|
|
Total system-wide
stores (a)
|
|
1,961
|
|
1,928
|
|
1,890
|
|
1,852
|
|
1,804
|
|
(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
June 30
|
|
Nine months
ended
June 30
|
|
|
|
|
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Reported income from
continuing operations
|
|
$ 48.2
|
|
$ 64.5
|
|
$
125.4
|
|
$
124.4
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
Net pension and other
postretirement plan expenses
|
|
3.4
|
|
3.7
|
|
10.4
|
|
11.0
|
|
Net legacy and
separation-related expenses (a)
|
|
0.1
|
|
1.6
|
|
0.2
|
|
30.8
|
|
Debt extinguishment and
modification costs
|
|
7.3
|
|
0.1
|
|
7.3
|
|
1.0
|
|
Information technology
transition costs
|
|
1.9
|
|
1.1
|
|
7.7
|
|
1.8
|
|
Investment and
divestiture-related costs
|
|
0.9
|
|
—
|
|
0.9
|
|
1.0
|
|
Suspended
operations
|
|
—
|
|
(0.4)
|
|
—
|
|
(0.5)
|
|
Total adjustments,
pre-tax
|
|
13.6
|
|
6.1
|
|
26.5
|
|
45.1
|
|
Income tax benefit of
adjustments (a)
|
|
(3.5)
|
|
(1.5)
|
|
(6.8)
|
|
(31.8)
|
|
Total adjustments,
after tax
|
|
10.1
|
|
4.6
|
|
19.7
|
|
13.3
|
Adjusted income from
continuing operations (b) (c)
|
|
$ 58.3
|
|
$ 69.1
|
|
$
145.1
|
|
$
137.7
|
|
|
|
|
|
|
|
|
|
Reported diluted
earnings per share from continuing operations
|
|
$ 0.37
|
|
$ 0.40
|
|
$ 0.96
|
|
$ 0.73
|
Adjusted diluted
earnings per share from continuing operations (c)
(d)
|
|
$ 0.45
|
|
$ 0.43
|
|
$ 1.11
|
|
$ 0.81
|
|
|
|
|
|
|
|
|
|
|
Weighted average
diluted common shares outstanding
|
|
130.2
|
|
162.5
|
|
131.2
|
|
170.6
|
|
|
|
|
|
|
|
|
|
(a)
|
During the nine months
ended June 30, 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
June 30
|
|
Nine months
ended
June 30
|
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Reported net
revenues
|
$
421.4
|
|
$
376.2
|
|
$ 1,183.5
|
|
$ 1,053.5
|
Key items:
|
|
|
|
|
|
|
|
|
Suspended
operations
|
|
—
|
|
—
|
|
—
|
|
(0.2)
|
Adjusted net
revenues (a)
(b)
|
$
421.4
|
|
$
376.2
|
|
$ 1,183.5
|
|
$ 1,053.3
|
|
|
|
|
|
|
|
|
|
Income from
continuing operations
|
|
$
48.2
|
|
$
64.5
|
|
$
125.4
|
|
$
124.4
|
Add:
|
|
|
|
|
|
|
|
|
Income tax
expense
|
|
17.0
|
|
22.9
|
|
42.9
|
|
14.2
|
Net interest and other
financing expenses (income)
|
|
24.8
|
|
(4.6)
|
|
53.9
|
|
27.4
|
Depreciation and
amortization
|
|
26.9
|
|
21.6
|
|
77.1
|
|
60.7
|
EBITDA from
continuing operations (b)
(c)
|
|
116.9
|
|
104.4
|
|
299.3
|
|
226.7
|
Key items:
|
|
|
|
|
|
|
|
|
Net pension and other
postretirement plan expenses
|
|
3.4
|
|
3.7
|
|
10.4
|
|
11.0
|
Net legacy and
separation-related expenses
|
|
0.1
|
|
1.6
|
|
0.2
|
|
30.8
|
Information technology
transition costs
|
|
1.9
|
|
1.1
|
|
7.7
|
|
1.8
|
Investment and
divestiture-related costs
|
|
0.9
|
|
—
|
|
0.9
|
|
1.0
|
Suspended
operations
|
|
—
|
|
(0.4)
|
|
—
|
|
(0.5)
|
Key items -
subtotal
|
|
6.3
|
|
6.0
|
|
19.2
|
|
44.1
|
Adjusted EBITDA from
continuing operations (b) (c)
|
|
$
123.2
|
|
$
110.4
|
|
$
318.5
|
|
$
270.8
|
|
|
|
|
|
|
|
|
|
Net profit
margin (d)
|
11.4 %
|
|
17.1 %
|
|
10.6 %
|
|
11.8 %
|
Adjusted EBITDA
margin (b) (e)
|
29.2 %
|
|
29.3 %
|
|
26.9 %
|
|
25.7 %
|
|
|
|
|
|
|
|
|
|
|
|
(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, net interest and other
financing expenses (income), 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)
|
|
Nine months
ended
|
|
June 30
|
|
2024
|
|
2023
|
Operating cash flows
from continuing operations
|
|
$
170.0
|
|
$
249.9
|
Adjustments:
|
|
|
|
|
Additions to property,
plant and equipment
|
|
(153.0)
|
|
(125.9)
|
Free cash flow from
continuing operations (b)
|
|
$
17.0
|
|
$
124.0
|
|
|
|
|
|
Discretionary free cash
flow (c)
|
|
Nine months
ended
|
|
June 30
|
|
2024
|
|
2023
|
Operating cash flows
from continuing operations
|
|
$
170.0
|
|
$
249.9
|
Adjustments:
|
|
|
|
|
Maintenance additions
to property, plant and equipment
|
|
(23.0)
|
|
(18.0)
|
Discretionary free
cash flow from continuing operations (b)
|
|
$
147.0
|
|
$
231.9
|
|
|
|
|
|
|
|
(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 nine months ended June 30,
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 amended 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. 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:
Consists of legal, advisory and consulting fees, including
diligence costs, associated with significant acquisitions,
investments and divestitures, in addition to expense recognized to
reduce the carrying value of an investment interest determined to
be impaired. These costs are not considered to be reflective of the
underlying performance of the Company's ongoing continuing
operations.
Debt extinguishment and modification costs:
Consists of accelerated amortization of previously capitalized debt
issuance costs as well as third-party fees expensed in connection
with the execution of the 2030 Notes redemption during the three
months ended June 30, 2024 as well as
the amended Senior Credit Agreement during fiscal 2023. 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.