Sales of $1.6
billion and system-wide store sales of $3.1 billion each growing 12%, delivering 18th
fiscal year of system-wide SSS growth
Fiscal year highlights
- Sales from continuing operations of $1.6
billion grew 12%, driven by system-wide same-store sales
(SSS) growth of 6.7%
- Store count increased nearly 9% YoY, bringing system-wide total
to 2,010
- Reported income from continuing operations of $215 million grew 8% and earnings per diluted
share (EPS) of $1.63 increased
33%
- Continuing operations adjusted EBITDA of $443 million increased 17% while adjusted EBITDA
margin improved 100 bps to 27.3%, adjusted EPS of $1.57 increased 33%
- Returned $227 million in cash to
shareholders via share repurchases
Fourth quarter summary
- Sales from continuing operations of $436
million grew 12%, driven by system-wide SSS growth of 5.4%,
including the impact from the Crowdstrike outage and hurricanes
that occurred during the quarter
- Reported income from continuing operations of $89 million grew 19% and EPS of $0.68 increased 26%
- Continuing operations adjusted EBITDA of $124 million increased 14% and adjusted EPS of
$0.46 increased 18%
- Store additions in the quarter totaled 49 (13 franchised and 36
company-operated gross additions)
- Refranchised a total of 28 stores and converted 5 franchise
stores to company during the quarter
- Subsequent to the end of the quarter, definitive agreement
signed to refranchise an additional 38 stores; transaction expected
to close during Q1 of FY25
- Returned $15 million to
shareholders via share repurchases
LEXINGTON, Ky.,
Nov. 19,
2024 /PRNewswire/ -- Valvoline Inc. (NYSE: VVV), the
quick, easy, trusted leader in preventive automotive maintenance,
today reported financial results for its fourth quarter and fiscal
year ended September 30, 2024. All comparisons in this press
release are made to the same prior-year period unless otherwise
noted.
"During fiscal 2024 our more than 11,000 team members and
strong franchise partners worked diligently to provide over 28
million services with the best possible customer experience to help
our guests keep their cars safe and on the road," said Lori Flees, President and CEO. "Fiscal 2024 was
another year of compelling top and bottom-line growth with net
sales increasing 12% and adjusted EBITDA growing 17%, while
delivering our 18th consecutive year of system-wide same store
sales growth."
"We continue to focus on accelerating our network growth, with
an emphasis on franchising. Overall, we added 158 net stores to the
network, with over half coming from ground-up builds." Flees
continued, "During the fourth quarter we completed two
refranchising transactions that converted 28 stores to
franchise locations and we announced this morning that in early
fiscal 2025, we signed a definitive agreement to refranchise an
additional 38 stores. These transactions will enable us to
accelerate the network and drive market share gains in a capital
efficient manner, while delivering long-term value to our
shareholders."
Continuing Operations - Operating Results
(In millions, except
per share amounts and store counts)
|
Q4 results
|
YoY growth
|
FY results
|
YoY growth
|
Net revenues
|
$
435.5
|
12 %
|
$
1,619.0
|
12 %
|
Operating income
(a)
|
$
134.6
|
92 %
|
$
367.2
|
49 %
|
Income from continuing
operations (a)
|
$
89.1
|
19 %
|
$
214.5
|
8 %
|
EPS
(a)
|
$
0.68
|
26 %
|
$
1.63
|
33 %
|
Adjusted EPS
(b)
|
$
0.46
|
18 %
|
$
1.57
|
33 %
|
Adjusted EBITDA
(b)
|
$
124.1
|
14 %
|
$
442.6
|
17 %
|
System-wide store sales
(b)
|
$
826.8
|
12 %
|
$
3,104.3
|
12 %
|
|
Q4 results
|
Quarter
change
|
FY results
|
YoY
change
|
System-wide stores
(b)
|
2,010
|
+49
|
2,010
|
+158
|
Company-operated stores
(c)
|
950
|
+13
|
950
|
+74
|
Franchised stores
(b) (c)
|
1,060
|
+36
|
1,060
|
+84
|
|
Q4 - YoY
growth
|
FY - YoY
growth
|
System-wide SSS
(b)
|
5.4 %
|
6.7 %
|
|
|
(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.
|
(c)
|
Changes reflect the
effects of conversions between company-operated and franchised
stores, representing changes in the mix of stores, which do not
impact the total system-wide store count.
|
Balance Sheet and Cash Flow
- Cash and cash equivalents balance of $68
million; total debt of $1.1
billion following the repurchase of all outstanding 2030
Senior Notes in the third quarter
- Full year operating cash flow from continuing operations of
$283 million and free cash flow of
$59 million
- Returned $227 million in cash to
shareholders in fiscal 2024 via share repurchases with $385 million in share repurchase authorization
remaining
Fiscal Year 2025 Outlook
"As we turn to fiscal year 2025, we expect to continue
compounding growth through same-store sales of 5.0% to 7.0% and
network growth of 160 to 185 stores," said Flees. "The stores
included in our three announced refranchising transactions
represented about $100 million of
revenue and $24 million of adjusted
EBITDA in fiscal year 2024. Taking these transactions into account,
we expect top line sales to grow by 10 to 14% to $1.67 billion to $1.73
billion and deliver $450
million to $470 million of
adjusted EBITDA."
Flees continued, "Our resilient and differentiated business
model positions us to deliver durable, profitable growth in fiscal
year 2025 and beyond."
Information regarding the Company's outlook for fiscal 2025 is
provided in the table below:
|
Fiscal 2024
As Reported
|
Fiscal 2024
Pro Forma2,
3
|
Fiscal 2025
Outlook3, 4
|
System-wide SSS
growth1
|
6.7 %
|
7.1 %
|
5 %
|
—
|
7 %
|
System-wide store
additions1
|
158
|
158
|
160
|
—
|
185
|
Net revenues
|
$1.62
billion
|
$1.52
billion
|
$1.67
|
—
|
$1.73
billion
|
Adjusted
EBITDA1
|
$443 million
|
$419 million
|
$450
|
—
|
$470 million
|
Capital
expenditures
|
$224 million
|
$210 million
|
$230
|
—
|
$250 million
|
Adjusted
EPS1
|
$1.57
|
$1.45
|
$1.57
|
—
|
$1.67
|
Share
repurchases
|
$227 million
|
$227 million
|
$40
|
—
|
$70 million
|
|
|
|
|
|
|
1 Refer to
the Key Business Measures and Use of Non-GAAP Measures sections
herein for further information regarding management's use of these
measures.
|
2 Fiscal
2024 as reported results adjusted to present as-if the
refranchising transactions completed in fiscal 2024 and the
transaction expected to be completed in early fiscal 2025 had
occurred prior to October 1, 2023.
|
3 Management
is updating its definition of same-store sales beginning in fiscal
2025. The fiscal 2024 pro forma results and the fiscal 2025 outlook
utilize this updated approach, which defines same stores at the
beginning of the month following the completion of 12 full months
in operation within the system.
|
4 Share
repurchases subject to market conditions.
|
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 2025 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 2025
but would not impact non-GAAP adjusted results.
Internal Controls
The sale of the former Global Products reportable segment on
March 1, 2023 resulted in material
changes in the Company's internal control over financial reporting,
including the implementation of a new ERP system on January 1, 2024. A material weakness in internal
control over financial reporting was initially reported during the
quarter ended March 31, 2024 due to
the ERP implementation and ineffective information technology
general controls and related design of certain business process
controls. While significant progress has been made to remediate the
control deficiencies, a material weakness continued to exist as of
September 30, 2024.
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 consolidated financial statements fairly present in all
material aspects its financial condition, results of operations and
cash flows in conformity with GAAP.
Conference Call Webcast
Valvoline will host a live audio webcast of its fourth quarter
fiscal 2024 conference call today, November 19, 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. For the periods presented herein, SSS is
defined as net revenues of 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. Beginning
in fiscal 2025, management is updating its definition of same-store
sales and in connection with this change, prior periods will be
recast to present SSS on a consistent basis with the new approach.
The new approach will define same stores at the beginning of the
month following the completion of 12 full months in operation
within the system to more closely conform with common retail
practice.
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) delivers quick, easy, trusted service
at more than 2,000 franchised and company-operated service centers
across the United States and
Canada. The company completes more
than 28 million services annually system-wide, from 15-minute
stay-in-your-car oil changes to a variety of
manufacturer-recommended maintenance services such as wiper
replacements and tire rotations. At Valvoline Inc., it all starts
with our people, including more than 11,000 team members who are
working to grow the core business, expand the company's retail
network, and plan for the vehicles of the future. For more
information, 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 the 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
an annual survey of over 1 million Valvoline Instant Oil Change℠
customers
|
FURTHER INFORMATION
Investor Inquiries
Elizabeth B.
Clevinger
+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
September 30
|
|
Year ended
|
|
|
September 30
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Net revenues
|
|
$ 435.5
|
|
$ 390.0
|
|
$
1,619.0
|
|
$
1,443.5
|
Cost of
sales
|
|
265.2
|
|
241.7
|
|
1,000.2
|
|
899.0
|
Gross
profit
|
|
170.3
|
|
148.3
|
|
618.8
|
|
544.5
|
Selling, general and
administrative expenses
|
|
81.1
|
|
70.3
|
|
305.1
|
|
264.5
|
Net legacy and
separation-related (income) expenses
|
|
(0.9)
|
|
2.0
|
|
(0.7)
|
|
32.8
|
Other (income) loss,
net
|
|
(44.5)
|
|
5.8
|
|
(52.8)
|
|
—
|
Operating
income
|
|
134.6
|
|
70.2
|
|
367.2
|
|
247.2
|
Net pension and other
postretirement plan expenses (income)
|
|
1.3
|
|
(38.6)
|
|
11.7
|
|
(27.6)
|
Net interest and other
financing expenses
|
|
18.0
|
|
10.9
|
|
71.9
|
|
38.3
|
Income before income
taxes
|
|
115.3
|
|
97.9
|
|
283.6
|
|
236.5
|
Income tax
expense
|
|
26.2
|
|
22.9
|
|
69.1
|
|
37.1
|
Income from continuing
operations
|
|
89.1
|
|
75.0
|
|
214.5
|
|
199.4
|
Income (loss) from
discontinued operations, net of tax
|
|
3.2
|
|
(26.1)
|
|
(3.0)
|
|
1,220.3
|
Net
income
|
|
$ 92.3
|
|
$ 48.9
|
|
$ 211.5
|
|
$
1,419.7
|
|
|
|
|
|
|
|
|
|
Net earnings per
share
|
|
|
|
|
|
|
|
|
Basic earnings
(loss) per share
|
|
|
|
|
|
|
|
|
Continuing
operations
|
|
$ 0.69
|
|
$ 0.54
|
|
$ 1.65
|
|
$ 1.24
|
Discontinued
operations
|
|
0.02
|
|
(0.19)
|
|
(0.02)
|
|
7.55
|
Basic earnings per
share
|
|
$ 0.71
|
|
$ 0.35
|
|
$ 1.63
|
|
$ 8.79
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings
(loss) per share
|
|
|
|
|
|
|
|
|
Continuing
operations
|
|
$ 0.68
|
|
$ 0.54
|
|
$ 1.63
|
|
$ 1.23
|
Discontinued
operations
|
|
0.03
|
|
(0.19)
|
|
(0.02)
|
|
7.50
|
Diluted earnings per
share
|
|
$ 0.71
|
|
$ 0.35
|
|
$ 1.61
|
|
$ 8.73
|
|
|
|
|
|
|
|
|
|
Weighted average
common shares outstanding
|
|
|
|
|
|
|
Basic
|
|
129.3
|
|
138.2
|
|
130.1
|
|
161.6
|
Diluted
|
|
130.3
|
|
139.2
|
|
131.0
|
|
162.6
|
Valvoline Inc. and
Consolidated Subsidiaries
|
|
|
|
Table 2
|
Condensed
Consolidated Balance Sheets
|
|
|
|
|
(In millions -
preliminary and unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30
|
|
September 30
|
|
2024
|
|
2023
|
Assets
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
68.3
|
|
$
409.1
|
|
|
Receivables,
net
|
|
86.4
|
|
81.3
|
|
|
Inventories,
net
|
|
39.7
|
|
33.3
|
|
|
Prepaid expenses and
other current assets
|
|
61.0
|
|
65.5
|
|
|
Short-term
investments
|
|
—
|
|
347.5
|
|
Total current
assets
|
|
255.4
|
|
936.7
|
|
|
|
|
|
|
|
|
|
Noncurrent
assets
|
|
|
|
|
|
Property, plant and
equipment, net
|
|
958.7
|
|
818.3
|
|
|
Operating lease
assets
|
|
298.6
|
|
266.5
|
|
|
Goodwill and
intangibles, net
|
|
705.6
|
|
680.6
|
|
|
Other noncurrent
assets
|
|
220.4
|
|
187.8
|
|
Total
assets
|
|
$
2,438.7
|
|
$
2,889.9
|
|
|
|
|
|
|
|
|
Liabilities and
Stockholders' Equity
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
Current portion of
long-term debt
|
|
$
23.8
|
|
$
23.8
|
|
|
Trade and other
payables
|
|
117.4
|
|
118.7
|
|
|
Accrued expenses and
other liabilities
|
|
212.7
|
|
215.9
|
|
|
Current liabilities
held for sale
|
|
—
|
|
3.9
|
|
Total current
liabilities
|
|
353.9
|
|
362.3
|
|
|
|
|
|
|
|
|
Noncurrent
liabilities
|
|
|
|
|
|
Long-term
debt
|
|
1,070.0
|
|
1,562.3
|
|
|
Employee benefit
obligations
|
|
176.2
|
|
168.0
|
|
|
Operating lease
liabilities
|
|
279.7
|
|
247.3
|
|
|
Other noncurrent
liabilities
|
|
373.3
|
|
346.8
|
|
Total noncurrent
liabilities
|
|
1,899.2
|
|
2,324.4
|
|
|
|
|
|
|
|
|
Stockholders'
equity
|
185.6
|
|
203.2
|
|
|
|
|
|
|
|
|
Total liabilities
and stockholders' equity
|
|
$
2,438.7
|
|
$
2,889.9
|
Valvoline Inc. and
Consolidated Subsidiaries
|
|
|
|
Table 3
|
Condensed
Consolidated Statements of Cash Flows
|
|
|
(In millions -
preliminary and unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
|
September 30
|
|
2024
|
|
2023
|
Cash flows from
operating activities
|
|
|
|
|
|
Net income
|
|
$
211.5
|
|
$
1,419.7
|
|
Adjustments to
reconcile net income to cash flows from operating
activities:
|
|
|
|
|
|
|
Loss (income) from
discontinued operations
|
|
3.0
|
|
(1,220.3)
|
|
|
Loss on extinguishment
of debt
|
|
5.1
|
|
—
|
|
|
Gain on sale of
operations
|
|
(41.8)
|
|
—
|
|
|
Depreciation and
amortization
|
|
105.9
|
|
88.8
|
|
|
Deferred income
taxes
|
|
23.5
|
|
33.6
|
|
|
Gain on pension and
other postretirement plan remeasurements
|
|
(2.4)
|
|
(41.6)
|
|
|
Stock-based
compensation expense
|
|
12.0
|
|
12.2
|
|
|
Other, net
|
|
(0.1)
|
|
11.9
|
|
Change in operating
assets and liabilities
|
|
(33.8)
|
|
48.7
|
|
Operating cash flows
from continuing operations
|
|
282.9
|
|
353.0
|
|
Operating cash flows
from discontinued operations
|
|
(17.8)
|
|
(393.8)
|
|
Total cash provided by
(used in) operating activities
|
|
265.1
|
|
(40.8)
|
Cash flows from
investing activities
|
|
|
|
|
|
Additions to property,
plant and equipment
|
|
(224.4)
|
|
(180.5)
|
|
Acquisitions of
businesses
|
|
(52.7)
|
|
(36.3)
|
|
Proceeds from sale of
operations, net of cash disposed
|
|
71.5
|
|
—
|
|
Purchases of
investments
|
|
(3.5)
|
|
(440.4)
|
|
Proceeds from
investments
|
|
350.0
|
|
80.0
|
|
Other investing
activities, net
|
|
(4.1)
|
|
—
|
|
Investing cash flows
from continuing operations
|
|
136.8
|
|
(577.2)
|
|
Investing cash flows
from discontinued operations
|
|
—
|
|
2,620.9
|
|
Total cash provided by
investing activities
|
|
136.8
|
|
2,043.7
|
Cash flows from
financing activities
|
|
|
|
|
|
Proceeds from
borrowings
|
|
200.0
|
|
921.0
|
|
Repayments on
borrowings
|
|
(698.8)
|
|
(920.9)
|
|
Repurchases of common
stock
|
|
(226.8)
|
|
(1,524.8)
|
|
Cash dividends
paid
|
|
—
|
|
(21.8)
|
|
Other financing
activities
|
|
(20.7)
|
|
(19.0)
|
|
Financing cash flows
from continuing operations
|
|
(746.3)
|
|
(1,565.5)
|
|
Financing cash flows
from discontinued operations
|
|
—
|
|
(108.1)
|
|
Total cash used in
financing activities
|
|
(746.3)
|
|
(1,673.6)
|
|
Effect of currency
exchange rate changes on cash, cash equivalents and restricted
cash
|
|
—
|
|
(0.1)
|
(Decrease) increase
in cash, cash equivalents and restricted cash
|
|
(344.4)
|
|
329.2
|
Cash, cash equivalents
and restricted cash - beginning of period
|
|
413.1
|
|
83.9
|
Cash, cash
equivalents and restricted cash - end of period
|
|
$
68.7
|
|
$
413.1
|
Valvoline Inc. and
Consolidated Subsidiaries
|
|
|
|
|
|
|
|
Table 4
|
Retail Stores
Operating Information
|
|
|
|
|
|
|
|
|
(Preliminary and
unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
ended
September 30
|
|
Year ended
|
|
|
September 30
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Sales
information
|
|
|
|
|
|
|
|
|
|
System-wide store sales
- in millions (a)
|
|
$
826.8
|
|
$
738.3
|
|
$ 3,104.3
|
|
$ 2,761.8
|
Year-over-year
growth (a)
|
|
12.0 %
|
|
15.0 %
|
|
12.4 %
|
|
17.0 %
|
|
|
|
|
|
|
|
|
|
|
Same-store sales
growth (b)
|
|
|
|
|
|
|
|
|
Company-operated
|
|
5.9 %
|
|
9.1 %
|
|
6.5 %
|
|
11.9 %
|
Franchised
(a)
|
|
5.1 %
|
|
10.8 %
|
|
6.8 %
|
|
11.9 %
|
System-wide
(a)
|
|
5.4 %
|
|
10.0 %
|
|
6.7 %
|
|
11.9 %
|
|
|
|
Number of stores at end
of period
|
|
|
|
Fourth
Quarter
2024
|
|
Third
Quarter
2024
|
|
Second
Quarter
2024
|
|
First
Quarter
2024
|
|
Fourth
Quarter
2023
|
Company-operated
|
|
950
|
|
937
|
|
919
|
|
895
|
|
876
|
Franchised
(a)
|
|
1,060
|
|
1,024
|
|
1,009
|
|
995
|
|
976
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September
30
|
2024
|
|
2023
|
System-wide store count
(a)
|
|
|
|
|
|
|
|
2,010
|
|
1,852
|
Year-over-year
growth (a)
|
|
|
|
|
|
|
|
8.5 %
|
|
8.0 %
|
(a)
|
Measures include
Valvoline franchisees, which are independent legal entities.
Valvoline does not consolidate the results of operations of its
franchisees.
|
(b)
|
For the periods
presented herein, Valvoline determined 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
|
|
|
|
Fourth
Quarter
2024
|
|
Third
Quarter
2024
|
|
Second
Quarter
2024
|
|
First
Quarter
2024
|
|
Fourth
Quarter
2023
|
Beginning of
period
|
|
937
|
|
919
|
|
895
|
|
876
|
|
854
|
|
Opened
|
|
26
|
|
12
|
|
14
|
|
14
|
|
14
|
|
Acquired
|
|
10
|
|
6
|
|
10
|
|
5
|
|
8
|
|
Net conversions between
company-operated and franchised
|
|
(23)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Closed
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
End of
period
|
|
950
|
|
937
|
|
919
|
|
895
|
|
876
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Franchised
(a)
|
|
|
|
Fourth
Quarter
2024
|
|
Third
Quarter
2024
|
|
Second
Quarter
2024
|
|
First
Quarter
2024
|
|
Fourth
Quarter
2023
|
Beginning of
period
|
|
1,024
|
|
1,009
|
|
995
|
|
976
|
|
950
|
|
Opened
|
|
13
|
|
15
|
|
15
|
|
19
|
|
26
|
|
Acquired
(b)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Net conversions between
company-operated and franchised
|
|
23
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Closed
|
|
—
|
|
—
|
|
(1)
|
|
—
|
|
—
|
End of
period
|
|
1,060
|
|
1,024
|
|
1,009
|
|
995
|
|
976
|
|
|
|
|
|
|
|
|
|
|
|
|
Total system-wide
stores (a)
|
|
2,010
|
|
1,961
|
|
1,928
|
|
1,890
|
|
1,852
|
|
|
|
|
|
|
|
|
|
|
|
|
(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
retail store 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
September 30
|
|
Year ended
|
|
|
|
|
September 30
|
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Reported income from
continuing operations
|
|
$ 89.1
|
|
$ 75.0
|
|
$
214.5
|
|
$
199.4
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
Net pension and other
postretirement plan expenses (income) (a)
|
|
1.3
|
|
(38.6)
|
|
11.7
|
|
(27.6)
|
|
Net legacy and
separation-related (income) expenses (b)
|
|
(0.9)
|
|
2.0
|
|
(0.7)
|
|
32.8
|
|
Information technology
transition costs
|
|
2.7
|
|
1.2
|
|
10.4
|
|
3.0
|
|
Debt extinguishment and
modification costs
|
|
—
|
|
0.1
|
|
7.3
|
|
1.1
|
|
Investment and
divestiture-related (income) costs
|
|
(41.1)
|
|
0.1
|
|
(40.2)
|
|
1.1
|
|
Suspended
operations
|
|
—
|
|
7.6
|
|
—
|
|
7.1
|
|
Total adjustments,
pre-tax
|
|
(38.0)
|
|
(27.6)
|
|
(11.5)
|
|
17.5
|
|
Income tax expense
(benefit) of adjustments (b)
|
|
9.4
|
|
6.2
|
|
2.6
|
|
(25.6)
|
|
Total adjustments,
after tax
|
|
(28.6)
|
|
(21.4)
|
|
(8.9)
|
|
(8.1)
|
Adjusted income from
continuing operations (c) (d)
|
|
$ 60.5
|
|
$ 53.6
|
|
$
205.6
|
|
$
191.3
|
|
|
|
|
|
|
|
|
|
Reported diluted
earnings per share from continuing operations
|
|
$ 0.68
|
|
$ 0.54
|
|
$ 1.63
|
|
$ 1.23
|
Adjusted diluted
earnings per share from continuing operations (d)
(e)
|
|
$ 0.46
|
|
$ 0.39
|
|
$ 1.57
|
|
$ 1.18
|
|
|
|
|
|
|
|
|
|
|
Weighted average
diluted common shares outstanding
|
|
130.3
|
|
139.2
|
|
131.0
|
|
162.6
|
|
(a)
|
Includes remeasurement
adjustments recorded in the fourth quarter, which resulted in a
gain of $2.4 million and a gain of $41.6 million in
fiscal 2024 and 2023, respectively.
|
(b)
|
During the fiscal 2023,
the Company recognized $25.7 million of expense within Net
legacy and separation-related expenses in the Statement of
Consolidated Income, in addition to an income tax benefit of
$29.0 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.
|
(c)
|
Adjusted income from
continuing operations is defined as income from continuing
operations adjusted for the effects of key items.
|
(d)
|
Represents a non-GAAP
measure. Refer to "Use of Non-GAAP Measures" and the Appendix for
additional details.
|
(e)
|
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
September 30
|
|
Year ended
|
|
|
September 30
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Reported net
revenues
|
$
435.5
|
|
$
390.0
|
|
$ 1,619.0
|
|
$ 1,443.5
|
Key items:
|
|
|
|
|
|
|
|
|
Suspended
operations
|
|
—
|
|
—
|
|
—
|
|
(0.2)
|
Adjusted net
revenues (a)
(b)
|
$
435.5
|
|
$
390.0
|
|
$ 1,619.0
|
|
$ 1,443.3
|
|
|
|
|
|
|
|
|
|
Income from
continuing operations
|
|
$
89.1
|
|
$
75.0
|
|
$
214.5
|
|
$
199.4
|
Add:
|
|
|
|
|
|
|
|
|
Income tax
expense
|
|
26.2
|
|
22.9
|
|
69.1
|
|
37.1
|
Net interest and other
financing expenses
|
|
18.0
|
|
10.9
|
|
71.9
|
|
38.3
|
Depreciation and
amortization
|
|
28.8
|
|
28.1
|
|
105.9
|
|
88.8
|
EBITDA from
continuing operations (b)
(c)
|
|
162.1
|
|
136.9
|
|
461.4
|
|
363.6
|
Key items:
|
|
|
|
|
|
|
|
|
Net pension and other
postretirement plan expenses (income)
|
|
1.3
|
|
(38.6)
|
|
11.7
|
|
(27.6)
|
Net legacy and
separation-related (income) expenses
|
|
(0.9)
|
|
2.0
|
|
(0.7)
|
|
32.8
|
Information technology
transition costs
|
|
2.7
|
|
1.2
|
|
10.4
|
|
3.0
|
Investment and
divestiture-related (income) costs
|
|
(41.1)
|
|
0.1
|
|
(40.2)
|
|
1.1
|
Suspended
operations
|
|
—
|
|
7.6
|
|
—
|
|
7.1
|
Key items -
subtotal
|
|
(38.0)
|
|
(27.7)
|
|
(18.8)
|
|
16.4
|
Adjusted EBITDA from
continuing operations (b) (c)
|
|
$
124.1
|
|
$
109.2
|
|
$
442.6
|
|
$
380.0
|
|
|
|
|
|
|
|
|
|
Net profit
margin (d)
|
20.5 %
|
|
19.2 %
|
|
13.2 %
|
|
13.8 %
|
Adjusted EBITDA
margin (b) (e)
|
28.5 %
|
|
28.0 %
|
|
27.3 %
|
|
26.3 %
|
|
|
|
|
|
|
|
|
|
(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, 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)
|
|
Year ended
|
|
September 30
|
|
2024
|
|
2023
|
Operating cash flows
from continuing operations
|
|
$
282.9
|
|
$
353.0
|
Adjustments:
|
|
|
|
|
Additions to property,
plant and equipment
|
|
(224.4)
|
|
(180.5)
|
Free cash flow from
continuing operations (b)
|
|
$
58.5
|
|
$
172.5
|
|
|
|
|
|
Discretionary free cash
flow (c)
|
|
Year ended
|
|
September 30
|
|
2024
|
|
2023
|
Operating cash flows
from continuing operations
|
|
$
282.9
|
|
$
353.0
|
Adjustments:
|
|
|
|
|
Maintenance additions
to property, plant and equipment
|
|
(35.9)
|
|
(29.5)
|
Discretionary free
cash flow from continuing operations (b)
|
|
$
247.0
|
|
$
323.5
|
|
|
|
|
|
(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
(income): 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 (income)
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 fiscal 2023, the Company recognized $25.7 million of pre-tax expense to
reflect its increased estimated indemnity obligation which also
resulted in an income tax benefit of $29.0 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 information
technology transitions, primarily related to implementing
stand-alone enterprise resource planning and human resource
information systems during fiscal years 2023 and 2024. These
expenses include data conversion, temporary support, training, and
redundant expenses incurred from duplicative technology platforms,
which are incremental costs directly associated with technology
transitions and 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 (income) costs:
Consists of activity associated with significant acquisitions,
investments and divestitures, including legal, advisory and
consulting fees, such as diligence costs, in addition to gains or
losses recognized upon disposition and expense recognized to reduce
the carrying values of investments 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.