Valvoline Reports Second-Quarter Results

LEXINGTON, Ky., May 1, 2019 /PRNewswire/ -- Valvoline Inc. (NYSE: VVV), a leading supplier of premium branded lubricants and automotive services, today reported financial results for its second fiscal quarter ended March 31, 2019.

"Our best-in-class Quick Lubes business delivered another strong quarter, with double-digit same-store sales growth and the addition of 26 net new stores," Chief Executive Officer Sam Mitchell said. "In Core North America, the actions we implemented in response to difficult DIY market dynamics drove notable improvement in our branded volume in the retail channel, leading to better overall sequential performance for the segment. Challenges in the market remain and impacted year-over-year results, and we continue to work to stabilize performance in Core North America. The recent increases in raw material costs have reduced our earnings expectations for the year."

Second-Quarter Results

Reported second-quarter 2019 net income and EPS were $63 million and $0.33, respectively, compared to reported second-quarter 2018 net income and EPS of $67 million and $0.33, respectively. Second-quarter 2019 adjusted net income and adjusted EPS were $67 million and $0.35, respectively, compared to adjusted net income of $68 million and adjusted EPS of $0.34 in the prior-year period.

Second-quarter 2019 adjusted results exclude, among other items, $7 million ($0.04 per diluted share) of restructuring and related expenses, recorded in selling, general, and administrative (SG&A) expenses. (For a full reconciliation of adjusted results see table 7.) Second-quarter adjusted EBITDA of $122 million increased 21 percent sequentially and was flat to the prior-year period.

Effective Oct. 1, 2018, the company adopted the new revenue recognition accounting standard. The adoption primarily resulted in a reclassification of certain items within the company's income statement and for the second quarter had a $2 million unfavorable impact on net earnings, negatively affecting Core North America's volume and profitability, and had no impact on cash flow from operations. Second-quarter 2019 results compared to the prior-year period included approximate increases of $9 million to sales and $13 million to cost of sales, as well as a decrease of $1 million in SG&A expenses. Excluding these impacts, sales would have increased 2 percent, cost of sales would have increased 4 percent, and SG&A, excluding restructuring and related expenses, would have declined 5 percent.

Operating Segment Results

Quick Lubes

    --  SSS grew 10.8% system-wide, 10.2% for company-owned stores and 11.2% for
        franchised stores
    --  Operating income grew 16% to $44 million; EBITDA grew 15% to $53 million
    --  Quick Lubes ended the quarter with 1,327 total company-owned and
        franchised stores, a net increase of 26 during the period and 186 versus
        the prior year

The Quick Lubes operating segment continued its strong performance, including exceptional SSS results. The growth in SSS was the result of a balanced contribution from an increase in both transactions and average ticket. Marketing investments made in customer acquisition and retention programs continued to drive higher transactions. Premium mix, pricing and an increase in revenue from non-oil-change services led to improvement in average ticket.

Sales and segment EBITDA growth were driven by increased SSS and the addition of 186 net new stores, as compared to the prior year, with 26 net new stores added during the second quarter. The year-over-year increase in stores includes more than 100 franchised locations in Canada through the recent Great Canadian Oil Change (GCOC) and Oil Changers acquisitions, both of which are performing well in their transition phases.

On Feb. 20, the company announced a joint venture in China with a local quick-lube services provider, piloting an expansion of Valvoline's Quick Lubes business outside North America with three stores now open. In addition, the company completed its previously announced acquisition of an independent, 12-store system in Las Vegas on April 12.

Core North America

    --  Operating income and adjusted EBITDA each improved 29% sequentially
        versus first quarter 2019
    --  Lubricant volume declined 9% versus the prior-year period to 22.4
        million gallons
    --  Operating income declined $6 million year over year to $40 million, and
        adjusted EBITDA declined $5 million to $45 million

Recent actions taken to improve DIY performance -- including more aggressive trade promotion and the optimization of promoted price points at key retail partners -- coupled with the non-recurrence of first-quarter transitory items and favorable raw material costs resulted in substantial sequential improvement in profitability, with Core North America's adjusted EBITDA increasing 29 percent versus the first quarter.

The lubricant volume decline of 9 percent year over year, primarily attributable to the DIFM installer channel, had a relatively modest impact on profitability and was largely transitory. This was due in large part to the timing of the recognition of revenue to distributors, the transfer of the GCOC product sales to the Quick Lubes segment, and lower volume from a key account in reorganization proceedings.

Ongoing softness and competitive pressures in the broader DIY retail automotive lubricant market will continue to impact year-over-year volume in the retail channel.

International

    --  Lubricant volume was flat versus the prior-year period at 15.0 million
        gallons
    --  Lubricant volume from unconsolidated joint ventures increased 3% to 9.9
        million gallons
    --  Operating income declined $1 million to $23 million, and EBITDA declined
        $2 million to $24 million

Volume grew 8 percent in the Europe, Middle East and Africa region. Offsetting this growth were declines in Latin America and certain Asia-Pacific markets.

Operating results continued to be negatively affected by the strong U.S. dollar, with an unfavorable net foreign exchange impact of $2 million in the second quarter.

Balance Sheet and Cash Flow

    --  Total debt of approximately $1.3 billion and net debt of approximately
        $1.2 billion
    --  Year-to-date cash flow from operations of $134 million; free cash flow
        of $86 million
    --  On April 12, the company amended its credit facilities, extending the
        term to 2024, reducing overall borrowing costs and increasing liquidity

Fiscal 2019 Outlook

Valvoline's second largest U.S. blending facility, in Deer Park, Texas, was temporarily shut down on March 18 because of a fire and resulting fuel and chemical releases at a nearby third-party petrochemical terminal. The plant, which sustained no damage, has reopened and restarted operations. During the shutdown, the company's product supply team quickly and effectively shifted production to other locations, causing little to no impact to customers. Costs related to the shutdown are being treated as a key item, including approximately $1 million in fiscal Q2 and the remainder in fiscal Q3. The company expects to recover the majority of the loss through its insurance coverage.

"I am pleased with the work of our teams during the temporary plant shutdown in Texas. We reacted quickly, met our customers' needs and managed through a difficult situation," Mitchell said.

"We are modestly lowering our volume and sales growth, while increasing our same-store sales guidance," he said. "The strong sequential improvement in results was encouraging, but recent raw material cost increases have led us to moderate our full-year outlook. We now expect adjusted EBITDA in the range of $460 million to $470 million.

"We continue to execute against the broad-based restructuring and cost-savings program announced during the quarter, and we expect to generate annualized operating expense savings of $40 million to $50 million by the end of fiscal 2020."

Information regarding the company's outlook for fiscal 2019 is provided in the table below:


                                                                
     
         Updated Outlook     
     
          Prior Outlook



            
              Operating Segments



            Lubricant gallons                                                       (1)-1%                       1-2%



            Revenues                                                                  5-7%                       6-8%



            New Quick Lube stores (excludes Valvoline acquired
    stores and franchise conversions)



            Company-owned                                        
       No change                
        27-32



            Franchised                                           
       No change                
        60-70



            VIOC same-store sales                                                     8-9%                       7-8%



            Adjusted EBITDA                                        
         $460-$470 million      
        $470-$485 million



            
              Corporate Items



            Adjusted effective tax rate                          
       No change                                  25-26%



            Diluted adjusted EPS                                      
            $1.27-$1.33        
            $1.31-$1.39



            Capital expenditures                                 
       No change                  
        $115-$120 million



            Free cash flow                                         
         $180-$200 million      
        $190-$210 million

    ---

The fiscal 2019 outlook, provided in the table above, includes the impact of the company's adoption of new revenue recognition accounting guidance, effective as of Oct. 1, 2018.

Valvoline's outlook for adjusted EBITDA, diluted adjusted EPS and the adjusted effective tax rate are non-GAAP financial measures that exclude or will otherwise be adjusted for items impacting comparability. Valvoline is unable to reconcile these forward-looking non-GAAP financial measures to GAAP net income and diluted EPS for 2019 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 GAAP net income and diluted EPS in 2019 but would not impact non-GAAP adjusted results.

Conference Call Webcast

Valvoline will host a live audio webcast of its fiscal second quarter 2019 conference call at 9 a.m. ET on Thursday, May 2, 2019. 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 for 12 months.

Basis of Presentation

Certain prior-year amounts have been reclassified to conform to current-year presentation. In addition, the company adopted the new revenue recognition accounting standard, effective at the beginning of fiscal 2019, using the modified retrospective method; accordingly, Valvoline's consolidated and segment results for periods prior to this adoption were not adjusted. However, opening retained deficit was increased by $13 million, representing the cumulative effect of the changes, primarily related to the timing of certain sales made to distributors.

Use of Non-GAAP Measures

To aid in the understanding of Valvoline's ongoing business performance, certain items within this news release are presented on an adjusted basis. These non-GAAP measures, presented on both a consolidated and operating segment basis, which are not defined within U.S. GAAP and do not purport to be alternatives to net income/loss, earnings/loss per share or cash flows from operating activities as a measure of operating performance or cash flows. For a reconciliation of non-GAAP measures, refer to Tables 4, 7, 8 and 9 of this news release.

The following are the non-GAAP measures management has included and how management defines them:

    --  EBITDA, which management defines as net income/loss, plus income tax
        expense/benefit, net interest and other financing expenses, and
        depreciation and amortization;
    --  Adjusted EBITDA, which management defines as EBITDA adjusted for certain
        non-operational items, including net pension and other postretirement
        plan expense/income; impairment of equity investment; and other items
        (which can include costs related to the separation from Ashland, impact
        of significant acquisitions or divestitures, restructuring costs, or
        other non-operational income/costs not directly attributable to the
        underlying business);
    --  Free cash flow, which management defines as operating cash flows less
        capital expenditures and certain other adjustments as applicable;
    --  Adjusted net income, which management defines as net income/loss
        adjusted for certain key items impacting comparability as noted in the
        definition of Adjusted EBITDA above, as well as the estimated net impact
        of the enactment of tax reform; and
    --  Adjusted EPS, which management defines as earnings per diluted share
        calculated using adjusted net income.

These measures are not prepared in accordance with U.S. GAAP and contain management's best estimates of cost allocations and shared resource costs. Management believes the use of non-GAAP measures on a consolidated and operating segment basis assists investors in understanding the ongoing operating performance of Valvoline's business by presenting comparable financial results between periods. The non-GAAP information provided is used by Valvoline's management and may not be comparable to similar measures disclosed by other companies, because of differing methods used by other companies in calculating EBITDA, Adjusted EBITDA, free cash flow, Adjusted net income, and Adjusted EPS. These non-GAAP measures provide a supplemental presentation of Valvoline's operating performance.

Adjusted EBITDA, Adjusted net income, and Adjusted EPS generally include adjustments for unusual, non-operational or restructuring-related activities, which impact the comparability of results between periods. Management believes these non-GAAP measures provide investors with a meaningful supplemental presentation of Valvoline's operating performance. These measures include adjustments for net pension and other postretirement plan expense/income, which includes several elements impacted by changes in plan assets and obligations that are primarily driven by changes in the debt and equity markets, as well as those that are predominantly legacy in nature and related to prior service to the company from employees (e.g., retirees, former employees, current employees with frozen benefits). These elements include (i) interest cost, (ii) expected return on plan assets, (iii) actuarial gains/losses, and (iv) amortization of prior service cost. Significant factors that can contribute to changes in these elements include changes in discount rates used to remeasure pension and other postretirement obligations on an annual basis or upon a qualifying remeasurement, differences between actual and expected returns on plan assets, and other changes in actuarial assumptions, such as the life expectancy of plan participants. Accordingly, management considers that these elements are more reflective of changes in current conditions in global financial markets (in particular, interest rates) and are outside the operational performance of the business and are also primarily legacy amounts that are not directly related to the underlying business and do not have an immediate, corresponding impact on the compensation and benefits provided to eligible employees for current service. These measures will continue to include pension and other postretirement service costs related to current employee service as well as the costs of other benefits provided to employees for current service.

Management uses free cash flow as an additional non-GAAP metric of cash flow generation. By deducting capital expenditures and certain other adjustments, as applicable, management is able to provide a better indication of the ongoing cash being generated that is ultimately available for both debt and equity holders as well as other investment opportunities. Unlike cash flow from operating activities, free cash flow includes the impact of capital expenditures, providing a more complete picture of cash generation. Free cash flow has certain limitations, including that it does not reflect adjustments for certain non-discretionary cash flows, such as mandatory debt repayments. The amount of mandatory versus discretionary expenditures can vary significantly between periods.

Valvoline's results of operations are presented based on Valvoline's management structure and internal accounting practices. The structure and practices are specific to Valvoline; therefore, Valvoline's financial results, EBITDA, Adjusted EBITDA, free cash flow, Adjusted net income and Adjusted EPS are not necessarily comparable with similar information for other comparable companies. EBITDA, Adjusted EBITDA, free cash flow, Adjusted net income and Adjusted EPS each have limitations as analytical tools and should not be considered in isolation from, or as an alternative to, or more meaningful than, net income and cash flows from operating activities as determined in accordance with U.S. GAAP. Because of these limitations, you should rely primarily on net income and cash flows provided from operating activities as determined in accordance with U.S. GAAP and use EBITDA, Adjusted EBITDA, free cash flow, Adjusted net income and Adjusted EPS only as supplements. In evaluating EBITDA, Adjusted EBITDA, free cash flow, Adjusted net income and Adjusted EPS, you should be aware that in the future Valvoline may incur expenses/income similar to those for which adjustments are made in calculating EBITDA, Adjusted EBITDA, free cash flow, Adjusted net income and Adjusted EPS. Valvoline's presentation of EBITDA, Adjusted EBITDA, free cash flow, Adjusted net income and Adjusted EPS should not be construed as a basis to infer that Valvoline's future results will be unaffected by unusual or nonrecurring items.

About Valvoline(TM)

Valvoline Inc. (NYSE: VVV) is a leading worldwide marketer and supplier of premium branded lubricants and automotive services, with sales in more than 140 countries. Established in 1866, the company's heritage spans more than 150 years, during which it has developed powerful brand recognition across multiple product and service channels. Valvoline ranks as the No. 3 passenger car motor oil brand in the DIY market by volume. It operates and franchises more than 1,300 quick-lube locations, and is the No. 2 chain by number of stores in the United States under the Valvoline Instant Oil Change(SM )brand and the No. 3 chain by number of stores in Canada under the Great Canadian Oil Change brand. It also markets Valvoline lubricants and automotive chemicals, including the new Valvoline(TM) Modern Engine Full Synthetic Motor Oil, which is specifically engineered to protect against carbon build-up in Gasoline Direct Injection (GDI), turbo and other engines manufactured since 2012; Valvoline High Mileage with MaxLife technology motor oil for engines over 75,000 miles; Valvoline Synthetic motor oil; and Zerex(TM) antifreeze. To learn more, visit www.valvoline.com.

Forward-Looking Statements

Certain statements in this news release, other than statements of historical fact, including estimates, projections, statements related to Valvoline's business plans and operating results are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of Valvoline's most recently filed periodic reports on Forms 10-K and Forms 10-Q, which are available on Valvoline's website at http://investors.valvoline.com/sec-filings or on the SEC's website at http://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.

(TM) Trademark, Valvoline or its subsidiaries, registered in various countries

(SM) Service mark, Valvoline or its subsidiaries, registered in various countries

FOR FURTHER INFORMATION

Sean T. Cornett
Sr. Director, Investor Relations & Communications
+1 (859) 357-2798
scornett@valvoline.com



     Valvoline Inc. and Consolidated Subsidiaries                                                                                              Table 1



     
                STATEMENTS OF CONSOLIDATED INCOME



     (In millions except per share data - preliminary and unaudited)




                                                                             Three months ended       
         Six months ended


                                                                      
              March 31               
         March 31


                                                                        2019                     2018                  2019     2018



     Sales                                                                     $
              591            $
              569           $
       1,148     $
        1,114



     Cost of sales                                                      388                      362                   762      712



     
                GROSS PROFIT                                          203                      207                   386      402



     Selling, general and administrative expenses                       113                      111                   218      218



     Legacy and separation-related expenses, net                          3                        8                     3       17



     Equity and other income, net                                       (9)                    (12)                 (18)    (21)



     
                OPERATING INCOME                                       96                      100                   183      188



     Net pension and other postretirement plan income                   (3)                    (10)                  (5)    (20)



     Net interest and other financing expenses                           19                       16                    36       30



     
                INCOME BEFORE INCOME TAXES                             80                       94                   152      178



     Income tax expense                                                  17                       27                    36      121



     
                NET INCOME                                                    $
              63             $
              67             $
       116        $
        57







     
                NET EARNINGS PER SHARE



              BASIC                                                           $
              0.33           $
              0.33            $
       0.61      $
        0.28



              DILUTED                                                         $
              0.33           $
              0.33            $
       0.61      $
        0.28





     
                WEIGHTED AVERAGE COMMON SHARES OUTSTANDING



              BASIC                                                     189                      200                   189      201



              DILUTED                                                   189                      200                   189      202



     Valvoline Inc. and Consolidated Subsidiaries                                    Table 2



     
                CONDENSED CONSOLIDATED BALANCE SHEETS



     (In millions - preliminary and unaudited)


                                                                      March 31     September 30


                                                                             2019              2018



     
                ASSETS



          Current assets



               Cash and cash equivalents                   $
        114                $
              96



               Accounts receivable, net                                   368               409



               Inventories, net                                           192               176



               Prepaid expenses and other current assets                   59                44



          Total current assets                                            733               725





          Noncurrent assets



               Property, plant and equipment, net                         441               420



               Goodwill and intangibles, net                              478               448



               Equity method investments                                   34                31



               Deferred income taxes                                      125               138



               Other noncurrent assets                                    103                92



          Total noncurrent assets                                       1,181             1,129





          Total assets                                   $
        1,914             $
              1,854





     
                LIABILITIES AND STOCKHOLDERS' DEFICIT



          Current liabilities



               Current portion of long-term debt            $
        30                $
              30



               Trade and other payables                                   154               178



               Accrued expenses and other liabilities                     206               203



          Total current liabilities                                       390               411





          Noncurrent liabilities



               Long-term debt                                           1,318             1,292



               Employee benefit obligations                               325               333



               Other noncurrent liabilities                               179               176



          Total noncurrent liabilities                                  1,822             1,801





          Stockholders' deficit                                         (298)            (358)





          Total liabilities and stockholders' deficit    $
        1,914             $
              1,854



              Valvoline Inc. and Consolidated Subsidiaries                                                                                                                                   Table 3



              
                STATEMENTS OF CONSOLIDATED CASH FLOWS



              (In millions - preliminary and unaudited)


                                                                                                                                                                                   Six months ended


                                                                                                                                                                                
          March 31


                                                                                                                                                       2019            2018



              
                CASH FLOWS FROM OPERATING ACTIVITIES


                                                                                 
              Net income                                                      $
      116                           $
          57


                                                                                            Adjustments to reconcile net income to cash flows from
                                                                                             operating
                                                                                 activities


                                                                                 
              Depreciation and amortization                                28              25


                                                                                 
              Debt issuance cost and discount amortization                  1               1


                                                                                 
              Deferred income taxes                                                       65


                                                                                 
              Equity income from unconsolidated affiliates, net of        (2)            (4)
                                                                                 distributions


                                                                                 
              Pension contributions                                       (2)            (9)


                                                                                 
              Stock-based compensation expense                              5               7


                                                                                 
              Other operating activities, net                                            (3)


                                                                                 
              Change in operating assets and liabilities (a)             (12)           (31)



              Total cash provided by operating activities                                                                                     134               108





              
                CASH FLOWS FROM INVESTING ACTIVITIES


                                                                                 
              Additions to property, plant and equipment                 (48)           (30)


                                                                                 
              Acquisitions, net of cash acquired                         (35)           (67)


                                                                                 
              Other investing activities, net                             (2)              6



              Total cash used in investing activities                                                                                        (85)             (91)





              
                CASH FLOWS FROM FINANCING ACTIVITIES


                                                                                            Proceeds from borrowings, net of issuance costs             162              95


                                                                                 
              Repayments on borrowings                                  (137)           (15)


                                                                                 
              Repurchases of common stock                                              (123)


                                                                                            Payments for purchase of additional ownership in
                                                                                             subsidiary                                                 (1)           (15)


                                                                                 
              Cash dividends paid                                        (40)           (30)


                                                                                 
              Other financing activities                                  (4)            (5)



              Total cash used in financing activities                                                                                        (20)             (93)


                                                                                            Effect of currency exchange rate changes on cash, cash                       2
                                                                                 equivalents, and restricted cash



              
                INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND                                                                  29              (74)
    RESTRICTED CASH





              Cash, cash equivalents, and restricted cash - beginning of period                                                                96               201



              
                CASH, CASH EQUIVALENTS, AND RESTRICTED CASH - END OF                                                                   $
       125                 $
     127
    PERIOD




               (a)                                                                          Excludes changes resulting from operations acquired or
                                                                                             sold.



     Valvoline Inc. and Consolidated Subsidiaries                                                                                                                           Table 4



     
                FINANCIAL INFORMATION BY OPERATING SEGMENT



     (In millions - preliminary and unaudited)


                                                                                                                                                                                                                                   
              Three months ended March 31


                                                                                                                                                                                                                                                          2019                                                                           2018


                                                                                                                                      Sales                                               Operating                                         Depreciation                  EBITDA           Sales               Operating                    Depreciation               EBITDA
                                                                                                                                                                              income                                               and                                                               income                        and
                                                                                                                                                                                                                              amortization                                                                                    amortization



     Quick Lubes                                                                                                                               $
              200                                                                            $
              44                            $
      9                   $
              53                                   $
       158                     $
      38  $
      8  $
      46



     Core North America                                                                                                                243                                                       40                                                     4                       44              258                       46                             4                     50



     International                                                                                                                     148                                                       23                                                     1                       24              153                       24                             2                     26



     
                 Total operating segments                                                                                            591                                                      107                                                    14                      121              569                      108                            14                        $
     122



     Unallocated and other (a)                                                                                                                                                              (11)                                                                          (8)                                     (8)                                                    2



     
                 Total results                                                                                                       591                                                       96                                                    14                      113              569                      100                            14                    124



     Key items:



     Net pension and other postretirement plan income                                                                                                                                                                                                                     (3)                                                                                         (10)



     Legacy and separation-related expenses, net                                                                                                                                               3                                                                             3                                        8                                                     8



     Restructuring and related expenses                                                                                                                                                        8                                                                             8



     Business interruption expenses (b)                                                                                                                                                        1                                                                             1



     
                Adjusted results                                                                                                             $
              591                                                                           $
              108                           $
      14                  $
              122                                   $
       569                    $
      108 $
      14 $
      122




                                                                                                                                                                                                                                    
              Six months ended March 31


                                                                                                                                                                                                                                                          2019                                                                           2018


                                                                                                                                      Sales                                               Operating                                         Depreciation                  EBITDA           Sales               Operating                    Depreciation               EBITDA
                                                                                                                                                                              income                                               and                                                               income                        and
                                                                                                                                                                                                                              amortization                                                                                    amortization



     Quick Lubes                                                                                                                               $
              389                                                                            $
              82                           $
      17                   $
              99                                   $
       312                     $
      73 $
      14  $
      87



     Core North America                                                                                                                475                                                       71                                                     8                       79              509                       89                             8                     97



     International                                                                                                                     284                                                       41                                                     3                       44              293                       43                             3                     46



     
                 Total operating segments                                                                                          1,148                                                      194                                                    28                      222            1,114                      205                            25                    230



     Unallocated and other (a)                                                                                                                                                              (11)                                                                          (6)                                    (17)                                                    3



     
                 Total results                                                                                                     1,148                                                      183                                                    28                      216            1,114                      188                            25                    233



     Key items:



     Net pension and other postretirement plan income                                                                                                                                                                                                                     (5)                                                                                         (20)



     Legacy and separation-related expenses, net                                                                                                                                               3                                                                             3                                       17                                                    17



     Restructuring and related expenses                                                                                                                                                        8                                                                             8



     Business interruption expenses (b)                                                                                                                                                        1                                                                             1



     
                Adjusted results                                                                                                           $
              1,148                                                                           $
              195                           $
      28                  $
              223                                 $
       1,114                    $
      205 $
      25 $
      230





     (a) Unallocated and other includes pension and other postretirement plan non-service income and remeasurement adjustments, net legacy and separation-related expenses and certain other corporate costs not allocated to the operating segments.



     (b) Business interruption expenses associated with the Company's Deer Park, Texas facility recognized during the three and six months ended March 31, 2019 are included within operating income for the Core North America operating segment.



     Valvoline Inc. and Consolidated Subsidiaries                                                                                                                   Table 5



     
                INFORMATION BY OPERATING SEGMENT



     (In millions - preliminary and unaudited)




                                                                                                                                                                   Three months ended          Six months ended


                                                                                                                                                                 
          March 31          
        March 31


                                                                                                                                                                      2019            2018               2019   2018



     
                QUICK LUBES


                                                    
     Lubricant sales (gallons)                                                                                          7.0             5.9               13.5   11.6


                                                    
     Premium lubricants (percent of U.S. branded volumes)                                                              64.6                 62.2                64.2  61.8

                                                                                                                                                                           %                   %                  %    %


                                                    
     Gross profit as a percent of sales (a)                                                                            39.6                 40.1                39.0  40.3

                                                                                                                                                                           %                   %                  %    %


                                                    
     Same-store sales growth - Company-owned                                                                           10.2                 11.2                10.0   9.6

                                                                                                                                                                           %                   %                  %    %


                                                    
     Same-store sales growth - Franchised                                                                              11.2                  8.5                10.5   8.3

                                                                                                                                                                           %                   %                  %    %


                                                    
     Same-store sales growth - Combined                                                                                10.8                  9.6                10.3   8.8

                                                                                                                                                                           %                   %                  %    %



     
                CORE NORTH AMERICA


                                                    
     Lubricant sales (gallons)                                                                                         22.4            24.6               44.1   48.4


                                                    
     Premium lubricants (percent of U.S. branded volumes)                                                              53.5                 49.7                51.7  48.8

                                                                                                                                                                           %                   %                  %    %


                                                    
     Gross profit as a percent of sales (a) (b)                                                                        34.2                 37.6                33.0  37.7

                                                                                                                                                                           %                   %                  %    %



     
                INTERNATIONAL


                                                    
     Lubricant sales (gallons) (c)                                                                                     15.0            15.0               28.8   29.3


                                                    
     Lubricant sales (gallons), including unconsolidated joint ventures                                                24.9            24.6               49.1   49.7


                                                    
     Premium lubricants (percent of lubricant volumes)                                                                 28.1                 26.3                28.3  27.0

                                                                                                                                                                           %                   %                  %    %


                                                    
     Gross profit as a percent of sales (a)                                                                            27.8                 29.6                27.5  28.9

                                                                                                                                                                           %                   %                  %    %




      (a)                                           
     Gross profit as a percent of sales is defined as sales, less cost of sales, divided by sales.


      (b)                                             Pre-tax adjustments associated with business interruption expenses were recorded in cost of sales within
                                                       the Core North America operating segment. Reported gross profit as a percent of sales for the three and
                                                       six months ended March 31, 2019 were 34.2% and 33.0%, respectively. Adjusted gross profit as a percent of
                                                       sales for the three and six months ended March 31, 2019 were 34.6% and 33.2%, respectively.


      (c)                                           
     Excludes volumes from unconsolidated joint ventures.



     Valvoline Inc. and Consolidated Subsidiaries                                                                                                                   
       Table 6



     
                QUICK LUBES STORE INFORMATION



     (Preliminary and unaudited)




                                                                                    
              
      Company-owned


                                                                                 
           Second          
              First     
           Fourth     
           Third         
           Second
                                                                                   Quarter                    Quarter           Quarter            Quarter               Quarter
                                                                                             2019                        2019               2018                2018                   2018




                 
              Beginning of period                                               471                         462                451                 445                    442


                 
              Opened                                                              7                           5                 11                   4


                 
              Acquired                                                            5                                                                1                      2


                 
              Net conversions between company-owned and                                                      4                                     1                      1
                 franchised


                 
              Closed


                 
              End of period                                                     483                         471                462                 451                    445




                                                   
              
           Franchised


                                                                                 
           Second          
              First     
           Fourth     
           Third         
           Second
                                                                                   Quarter                    Quarter           Quarter            Quarter               Quarter
                                                                                             2019                        2019               2018                2018                   2018




                 
              Beginning of period                                               830                         780                703                 696                    697


                 
              Opened                                                             15                          24                  5                  10                      2


                 
              Acquired                                                                                      31                 73


                 
              Net conversions between company-owned and                                                    (4)                                  (1)                   (1)
                 franchised


                 
              Closed                                                            (1)                        (1)               (1)                (2)                   (2)


                 
              End of period                                                     844                         830                780                 703                    696




                 
              Total stores                                                    1,327                       1,301              1,242               1,154                  1,141




                                                                                     
              
      Express Care


                                                                                 
           Second          
              First     
           Fourth     
           Third         
           Second
                                                                                   Quarter                    Quarter           Quarter            Quarter               Quarter
                                                                                             2019                        2019               2018                2018                   2018




                            Number of locations at end of period                              336                         337                347                 324                    323



     Valvoline Inc. and Consolidated Subsidiaries                                                                                                                                                                                                        Table 7



     
                RECONCILIATION OF NON-GAAP DATA - NET INCOME AND DILUTED EARNINGS PER SHARE



     (In millions, except per share data - preliminary and unaudited)




                                                                                                                                                               Three months ended                      Six months ended


                                                                                                                                                         
              March 31                        
          March 31


                                                                                                                                                                             2019                                   2018             2019            2018





     
                Reported net income                                                                                                                             $
              63                                          $
       67             $
        116         $
       57


                                                                                               
     
                Adjustments:


                                                                                               
     Net pension and other postretirement plan income                             (3)                                  (10)             (5)           (20)


                                                                                               
     Legacy and separation-related expenses, net                                    3                                      8                3              17


                                                                                               
     Restructuring and related expenses (a)                                         8                                                      8


                                                                                               
     Business interruption expenses (b)                                             1                                                      1


                                                                                               
     Total adjustments, pre-tax                                                     9                                    (2)               7             (3)


                                                                                               
     Income tax (expense) benefit of adjustments                                  (3)                                     1              (3)


                                                                                               
     Income tax adjustments (c)                                                   (2)                                     2              (2)             73


                                                                                               
     Total adjustments, after tax                                                   4                                      1                2              70



     
                Adjusted net income                                                                                                                             $
              67                                          $
       68             $
        118        $
       127





     Reported diluted earnings per share                                                                                                                        $
              0.33                                        $
       0.33            $
        0.61       $
       0.28



     Adjusted diluted earnings per share                                                                                                                        $
              0.35                                        $
       0.34            $
        0.62       $
       0.63





     Weighted average diluted common shares outstanding                                                                                      189                                          200                                  189       202




      (a)                                                                                        Pre-tax adjustments associated with restructuring and related expenses were recorded in Selling,
                                                                                                  general and administrative expenses within the Statements of Consolidated Income in the three and
                                                                                                  six months ended March 31, 2019. Reported Selling, general and administrative expenses for the three
                                                                                                  and six months ended March 31, 2019 were $113 million and $218 million, respectively. Adjusted
                                                                                                  Selling, general and administrative expenses for the three and six months ended March 31, 2019 were
                                                                                                  $105 million and $210 million, respectively.


      (b)                                                                                        Pre-tax adjustments associated with business interruption expenses were recorded in Cost of sales
                                                                                                  within the Statements of Consolidated Income in the three and six months ended March 31, 2019.
                                                                                                  Reported Cost of sales for the three and six months ended March 31, 2019 were $388 million and $762
                                                                                                  million, respectively. Adjusted Cost of sales for the three and six months ended March 31, 2019 were
                                                                                                  $387 million and $761 million, respectively.


      (c)                                                                                        Income tax adjustments in fiscal 2019 relate to Kentucky tax reform, and income tax adjustments in
                                                                                                  fiscal 2018 relate to U.S. tax reform.



     Valvoline Inc. and Consolidated Subsidiaries                                                                                                                                                                                Table 8



     
                RECONCILIATION OF NON-GAAP DATA - ADJUSTED EBITDA



     (In millions - preliminary and unaudited)




                                                                                                                                     Three months ended                       Six months ended


                                                                                                                              
              March 31                        
        March 31


                                                                                                                                      2019                        2018                     2019                   2018



     Adjusted EBITDA - Valvoline



     Net income                                                                                                            $
              63                                $
        67                         $
         116                    $
          57



     Add:


                                                                     
     Income tax expense                                                           17                          27                   36                    121


                                                                     
     Net interest and other financing expenses                                    19                          16                   36                     30


                                                                     
     Depreciation and amortization                                                14                          14                   28                     25



     EBITDA                                                                                                        113                             124                         216                  233



     Key items: (a)


                                                                     
     Net pension and other postretirement plan income                            (3)                       (10)                 (5)                  (20)


                                                                     
     Legacy and separation-related expenses, net                                   3                           8                    3                     17


                                                                     
     Restructuring and related expenses                                            8                                               8                      -


                                                                     
     Business interruption expenses                                                1                                               1                      -



     Adjusted EBITDA                                                                                                      $
              122                               $
        122                         $
         223                   $
          230





     Adjusted EBITDA - Core North America



     Operating income                                                                                                      $
              40                                $
        46                          $
         71                    $
          89



     Add:


                                                                     
     Depreciation and amortization                                                 4                           4                    8                      8



     EBITDA                                                                                                         44                              50                          79                   97



     Key item: (a)


                                                                     
     Business interruption expenses                                                1                                               1                      -



     Adjusted EBITDA                                                                                                45                              50                          80                   97





     Adjusted EBITDA - Unallocated and other



     Operating loss                                                                                                      $
              (11)                              $
        (8)                       $
         (11)                 $
          (17)



     Add:


                                                                     
     Depreciation and amortization                                                                                                                      -


                                                                     
     Net pension and other postretirement plan income                              3                          10                    5                     20



     EBITDA                                                                                                        (8)                              2                         (6)                   3



     Key items: (a)


                                                                     
     Net pension and other postretirement plan income                            (3)                       (10)                 (5)                  (20)


                                                                     
     Legacy and separation-related expenses, net                                   3                           8                    3                     17


                                                                     
     Restructuring and related expenses                                            8                                               8                      -



     Adjusted EBITDA                                                                                      
              $                                  
              $                           
       $                         
     $




      (a)                                                              Key items were recorded in Core North America and Unallocated and Other. The tables above reconcile
                                                                        Core North America and Unallocated and other operating income (loss) and relevant other items
                                                                        reported below operating income (loss), as applicable, to EBITDA and Adjusted EBITDA.



     Valvoline Inc. and Consolidated Subsidiaries                                                                                                            Table 9



     
                RECONCILIATION OF NON-GAAP DATA - FREE CASH FLOW



     (In millions - preliminary and unaudited)




                                                                                                                         
              Six months ended


                                                                                                                             
              March 31



     Free cash flow (a)                                                                                    2019                                         2018



     Total cash flows provided by operating activities                                                            $
              134                                        $
              108



     Adjustments:


                                                                    
     Additions to property, plant and equipment                                        (48)                        (30)



     Free cash flow                                                                                                $
              86                                         $
              78




                                                                                                                                                              Fiscal year



     Free cash flow (a)                                                                                                                        2019 Outlook



     Total cash flows provided by operating activities                                                                               
              $300 - $315



     Adjustments:


                                                                    
     Additions to property, plant and equipment                                                              (115 -120)



     Free cash flow                                                                                                                  
              $180 - $200




      (a)                                                             Free cash flow is defined as cash flows from operating activities
                                                                       less capital expenditures and certain other adjustments as
                                                                       applicable.

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SOURCE Valvoline Inc.