Valvoline Reports Third-Quarter Results

LEXINGTON, Ky., July 31, 2019 /PRNewswire/ -- Valvoline Inc. (NYSE: VVV), a leading supplier of premium branded lubricants and automotive services, today reported financial results for its third fiscal quarter ended June 30, 2019.

"We are pleased with the 10 percent growth in adjusted EBITDA in the third quarter," CEO Sam Mitchell said. "Quick Lubes had another strong quarter, with ongoing unit additions and system-wide same-store sales growth of nearly 10 percent, while Core North America saw improved third-quarter performance, despite market dynamics that remain challenging, and International had improved profitability.

"At our recent investor day, we presented our long-term strategy to aggressively grow Quick Lubes, maintain Core North America and develop International. As our results in the third quarter show, Quick Lubes continues to grow, while we take actions designed to stabilize Core North America and build our market share in International."

Third-Quarter Results

Reported third-quarter 2019 net income and EPS were $65 million and $0.34, respectively, compared to reported third-quarter 2018 net income and EPS of $64 million and $0.33, respectively. Third-quarter 2019 adjusted net income and adjusted EPS were $70 million and $0.37, respectively, compared to adjusted net income of $62 million and adjusted EPS of $0.32 in the prior-year period.

Third-quarter 2019 adjusted results exclude $4 million ($0.02 per diluted share) of restructuring and related expenses recorded in selling, general and administrative (SG&A) expenses and $5 million ($0.02 per diluted share) of business interruption expenses recorded in cost of sales related to the recent temporary shutdown of Valvoline's Deer Park, Texas blending facility due to a fire and resulting chemical releases at a nearby third-party petrochemical terminal, as previously announced. (For a full reconciliation of adjusted results, see table 7.) Third-quarter adjusted EBITDA of $126 million increased 10 percent versus 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 third quarter had a $1 million unfavorable impact on net earnings, negatively affecting Core North America's volume and profitability, and had no impact on cash flow from operations. Third-quarter 2019 results compared to the prior-year period included increases of approximately $10 million in sales and $14 million in cost of sales, as well as decreases of $3 million in SG&A expenses and $1 million in equity and other income. Excluding these impacts, sales would have increased 5 percent, cost of sales would have increased 4 percent, and SG&A, excluding restructuring and related expenses, would have increased 5 percent.

Operating Segment Results

Quick Lubes

    --  SSS grew 9.7% system-wide, 9.2% for company-owned stores and 10.0% for
        franchised stores
    --  Operating income grew 26% to $48 million, and adjusted EBITDA grew 21%
        to $57 million
    --  Quick Lubes ended the quarter with 1,352 total company-owned and
        franchised stores, a net increase of 25 during the period and 198 versus
        the prior year

The Quick Lubes operating segment continued its strong performance in the third quarter. The growth in SSS was the result of an increase in both transactions and average ticket. Transactions continue to benefit from customer acquisition and retention programs. 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 198 net new company-owned and franchised stores, as compared to the prior year, with 25 net new stores added during the third quarter. The year-over-year increase in stores includes more than 100 franchised locations in Canada through the Great Canadian Oil Change (GCOC) and Oil Changers acquisitions, both of which are performing well in their transition to Valvoline's industry-leading quick lubes model.

The 18 net new company-owned stores added in the third quarter included the previously announced acquisition of an independent, 12-store system in Las Vegas on April 12.

Core North America

    --  Operating income was $38 million and adjusted EBITDA was flat at $46
        million
    --  Lubricant volume was 24.1 million gallons, down 5% versus the prior-year
        period
    --  Lubricant volume increased 8% sequentially versus second quarter 2019

Core North America's adjusted EBITDA was flat to the prior-year period -- and would have grown by $3 million, excluding the impacts of revenue recognition and the transfer of the GCOC product sales to the Quick Lubes segment. These results reflect progress made toward addressing the difficult DIY market dynamics in the retail channel.

Lubricant volume would have declined by 3%, excluding the transfer of the GCOC product sales and lower volume from a key account in reorganization proceedings. The year-over-year decline was primarily due to reductions in branded volume in the retail channel, though this branded volume was consistent on a sequential basis.

Ongoing softness and competitive pressures in the broader DIY retail automotive lubricant market are expected to continue going forward. In addition, recently announced raw material cost increases are expected to have a larger impact in the fourth quarter as they were only partially effective in the third quarter.

International

    --  Lubricant volume was flat versus the prior-year period at 14.3 million
        gallons
    --  Lubricant volume from unconsolidated joint ventures increased 5% to 10.9
        million gallons
    --  Operating income was $20 million, and adjusted EBITDA was up 5% at $23
        million

International had solid growth in the EMEA region, principally in Europe, offset by declines in Latin America and certain Asia-Pacific markets. Good performance by unconsolidated joint ventures contributed to the growth in adjusted EBITDA in the third quarter.

Operating results continued to be negatively affected by the strong U.S. dollar, with an unfavorable net foreign exchange impact of $1 million in the third quarter.

On July 1, the company completed its previously announced acquisition of an Eastern European lubricants business, which included a manufacturing facility and is expected to improve the company's supply chain capabilities and market access in the region. Modest integration costs related to the acquisition are anticipated in the fourth 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 $214 million; free cash flow
        of $141 million

Outlook

"Our performance in the third quarter gives us confidence in meeting our full-year outlook," Mitchell said. "We are narrowing our adjusted EBITDA guidance to the high end of the previous range at $465 million to $470 million and raising our same-store sales guidance to 9 percent to 10 percent.

"With the ongoing strong performance of the Quick Lubes segment, it now represents 45 percent of total Valvoline adjusted EBITDA for both the third quarter and year to date. We fully expect this momentum in our best-in-class quick lubes model to continue as we move into the next fiscal year, positioning the segment to be on track to meet the low-double digit to mid-teens EBITDA growth targets that we announced at our recent investor day.

"We also continue to execute against the broad-based restructuring and cost-savings program announced previously, and we expect to generate annualized operating expense savings of $40 million to $50 million by the end of the next fiscal year. This program gives us more flexibility to address the ongoing market dynamics in Core North America and to invest in growth opportunities."

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


                                                                
      
          Updated Outlook     
     
          Prior Outlook



            
              Operating Segments



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



            Revenues                                                                    4-6%                       5-7%



            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                                                      9-10%                       8-9%



            Adjusted EBITDA                                         
          $465-$470 million      
        $460-$470 million



            
              Corporate Items



            Adjusted effective tax rate                          
        No change                                   25-26%



            Diluted adjusted EPS                                        
            $1.30-$1.33        
            $1.27-$1.33



            Capital expenditures                                 
        No change                   
        $115-$120 million



            Free cash flow                                       
        No change                   
        $180-$200 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 third quarter 2019 conference call at 9 a.m. ET on Thursday, August 1, 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.

Due to depreciable assets associated with the nature of the Company's operations and interest costs related to Valvoline's capital structure, management believes EBITDA is an important supplemental measure to evaluate the Company's operating results between periods on a comparable basis

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/credit. 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 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. 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 and 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," "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 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, unless required by law.

(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           Nine months ended


                                                                             
              June 30             
          June 30


                                                                              2019                     2018                2019      2018



            Sales                                                                    $
              613          $
              577            $
              1,761 $
       1,691



            Cost of sales                                                     406                      376               1,168     1,088



            
                GROSS PROFIT                                         207                      201                 593       603



            Selling, general and administrative expenses                      116                      110                 334       328



            Net legacy and separation-related (income)                          -                     (3)                  3        14
    expenses



            Equity and other income, net                                     (11)                     (8)               (29)     (29)



            
                OPERATING INCOME                                     102                      102                 285       290



            Net pension and other postretirement plan income                  (2)                    (10)                (7)     (30)



            Net interest and other financing expenses                          19                       15                  55        45



            
                INCOME BEFORE INCOME TAXES                            85                       97                 237       275



            Income tax expense                                                 20                       33                  56       154



            
                NET INCOME                                                   $
              65           $
              64              $
              181   $
       121







            
                NET EARNINGS PER SHARE



                     BASIC                                                          $
              0.34         $
              0.33             $
              0.96  $
       0.61



                     DILUTED                                                        $
              0.34         $
              0.33             $
              0.96  $
       0.61





            
                WEIGHTED AVERAGE COMMON SHARES OUTSTANDING



                     BASIC                                                    189                      195                 189       199



                     DILUTED                                                  189                      196                 189       200



     Valvoline Inc. and Consolidated Subsidiaries                                                          Table 2



     
                CONDENSED CONSOLIDATED BALANCE SHEETS



     (In millions - preliminary and unaudited)


                                                                                                            June 30       September 30


                                                                                                               2019                2018



     
                ASSETS


                                                         
     Current assets


                                                           Cash and cash
                                                            equivalents                                $
           126                        $
        96


                                                           Accounts receivable,
                                                            net                                  423                  409


                                                           Inventories, net                      200                  176


                                                           Prepaid expenses and
                                                            other current assets                  52                   44


                                                         
     Total current assets                               801                 725




                                                         
     Noncurrent assets


                                                           Property, plant and
                                                            equipment, net                       455                  420


                                                           Goodwill and
                                                            intangibles, net                     490                  448


                                                           Equity method
                                                            investments                           35                   31


                                                           Deferred income taxes                 113                  138


                                                           Other noncurrent assets               106                   92


                                                         
     Total noncurrent assets                          1,199               1,129




                                                         
     Total assets                              $
           2,000                     $
        1,854





     
                LIABILITIES AND STOCKHOLDERS' DEFICIT


                                                         
     Current liabilities


                                                           Current portion of
                                                            long-term debt                               $
           7                        $
        30


                                                           Trade and other
                                                            payables                             163                  178


                                                           Accrued expenses and
                                                            other liabilities                    242                  203


                                                           Total current liabilities                          412                 411




                                                         
     Noncurrent liabilities


                                                           Long-term debt                      1,334                1,292


                                                           Employee benefit
                                                            obligations                          322                  333


                                                           Other noncurrent
                                                            liabilities                          184                  176


                                                           Total noncurrent liabilities                     1,840               1,801




                                                         
     Stockholders' deficit                            (252)              (358)




                                                           Total liabilities and stockholders'
                                                            deficit                                  $
           2,000                     $
        1,854



              Valvoline Inc. and Consolidated Subsidiaries                                                                                                    Table 3



              
                STATEMENTS OF CONSOLIDATED CASH FLOWS



              (In millions - preliminary and unaudited)


                                                                                                                                                                                      Nine months ended


                                                                                                                                                                                    
          June 30


                                                                                                                                                       2019               2018



              
                CASH FLOWS FROM OPERATING ACTIVITIES


                                                                                 
              Net income                                                      $
         181                           $
         121


                                                                                            Adjustments to reconcile net income to cash flows from
                                                                                             operating
                                                                                 activities


                                                                                 
              Depreciation and amortization                                43                 39


                                                                                 
              Debt issuance cost and discount amortization                  2                  2


                                                                                 
              Deferred income taxes                                                          71


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


                                                                                 
              Pension contributions                                       (7)              (13)


                                                                                 
              Stock-based compensation expense                              8                 10


                                                                                 
              Other operating activities, net                                               (1)


                                                                                            Change in operating assets and liabilities (a)              (9)              (44)



              Total cash provided by operating activities                                                                                     214                  181





              
                CASH FLOWS FROM INVESTING ACTIVITIES


                                                                                 
              Additions to property, plant and equipment                 (73)              (51)


                                                                                 
              Acquisitions, net of cash acquired                         (50)              (71)


                                                                                 
              Other investing activities, net                             (1)                 5



              Total cash used in investing activities                                                                                       (124)               (117)





              
                CASH FLOWS FROM FINANCING ACTIVITIES


                                                                                            Proceeds from borrowings, net of issuance costs             743                170


                                                                                 
              Repayments on borrowings                                  (727)              (39)


                                                                                 
              Repurchases of common stock                                                 (220)


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


                                                                                 
              Cash dividends paid                                        (60)              (45)


                                                                                 
              Other financing activities                                  (4)               (6)



              Total cash used in financing activities                                                                                        (49)               (155)


                                                                                            Effect of currency exchange rate changes on cash, cash                        (3)
                                                                                 equivalents, and restricted cash



              
                INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND                                                                  41                 (94)
    RESTRICTED CASH



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



              
                CASH, CASH EQUIVALENTS, AND RESTRICTED CASH - END OF                                                                   $
       137                    $
     107
    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 June 30


                                                                                                                                                                                                                                                              2019                                                                                                                                                               2018


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



     Quick Lubes                                                                                                                                  $
              211                                                                             $
              48                                                  $
              9                                                  $
              57                                          $
     167                $
        38  $
      7  $
      45



     Core North America                                                                                                                     260                                                     38                                                      5                                            43                                               264                                        41                                   5           46



     International                                                                                                                          142                                                     20                                                      1                                            21                                               146                                        20                                   2           22



     
                 Total operating segments                                                                                                 613                                                    106                                                     15                                           121                                               577                                        99                                  14          113



     Unallocated and other (a)                                                                                                                                (4)                                                                                                   (2)                                                                                                              3                                                          13



     
                 Total results                                                                                                            613                                                    102                                                     15                                           119                                               577                                       102                                  14          126



     Key items:



     Net pension and other postretirement plan income                                                                                                                                                                                                               (2)                                                                                                                                                                      (10)



     Net legacy and separation-related income                                                                                                                                                                                                                                                                                                                                       (3)                                                        (3)



     Restructuring and related expenses                                                                                                                         4                                                                                                      4



     Business interruption expenses (b)                                                                                                                         5                                                                                                      5



     Acquisition-related foreign currency exchange loss (c)                                                                                                                                                                                                                                                                                                                          2                                                           2



     
                Adjusted results                                                                                                                $
              613                                                                            $
              111                                                 $
              15                                                 $
              126                                          $
     577               $
        101 $
      14 $
      115





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




      (b) Business interruption expenses associated with Valvoline's Deer Park, Texas facility are recorded in Cost of sales within the Statements of Consolidated Income and included within total operating segments operating income. Refer to Table 8 for details of the expenses incurred by operating segment during the three months ended June 30, 2019. Reported and adjusted consolidated gross profit as a percent of
       sales was 33.8% and 34.6% for the three months ended June 30, 2019, respectively.





     (c) Acquisition-related foreign currency exchange loss is included within operating income for the Quick Lubes operating segment.


                                                                                                                                                                                                                                                                                                                                                                                                                                                              Table 4 (continued)




                                                                                                                                                                                                                                         
              Nine months ended June 30


                                                                                                                                                                                                                                                               2019                                                                                                                                                             2018


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



     Quick Lubes                                                                                                                                    $
              600                                                                           $
              130                                                 $
              26                                                                   $
              156                                      $
       479                                $
     111 $
     21 $
     132



     Core North America                                                                                                                     735                                                      109                                                    13                                           122                                               773                                               130                               13                                       143



     International                                                                                                                          426                                                       61                                                     4                                            65                                               439                                                63                                5                                        68



     
                 Total operating segments                                                                                               1,761                                                      300                                                    43                                           343                                             1,691                                               304                               39                                       343



     Unallocated and other (a)                                                                                                                                                                   (15)                                                                                               (8)                                                                                              (14)                                                                         16



     
                 Total results                                                                                                          1,761                                                      285                                                    43                                           335                                             1,691                                               290                               39                                       359



     Key items:



     Net pension and other postretirement plan income                                                                                                                                                                                                                                               (7)                                                                                                                                                                         (30)



     Net legacy and separation-related expenses                                                                                                                                                     3                                                                                                  3                                                                                                 14                                                                          14



     Restructuring and related expenses                                                                                                                                                            12                                                                                                 12



     Business interruption expenses (b)                                                                                                                                                             6                                                                                                  6



     Acquisition-related foreign currency exchange loss (c)                                                                                                                                                                                                                                                                                                                                             2                                                                           2



     
                Adjusted results                                                                                                                $
              1,761                                                                           $
              306                                                 $
              43                                                                   $
              349                                    $
       1,691                                $
     306 $
     39 $
     345





     (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 Valvoline's Deer Park, Texas facility are included in Cost of sales within the Statements of Consolidated Income and included within total operating segments operating income. Refer to Table 8 for details of the expenses incurred by operating segment during the nine months ended June 30, 2019. Reported and adjusted consolidated gross profit as a
       percent of sales was 33.7% and 34.0% for the nine months ended June 30, 2019, respectively.





     (c) Acquisition-related foreign currency exchange loss is included within operating income for the Quick Lubes operating segment.




     Valvoline Inc. and Consolidated Subsidiaries                                                                                                                                             Table 5



     
                INFORMATION BY OPERATING SEGMENT



     (In millions - preliminary and unaudited)




                                                                                                                                    Three months ended                Nine months ended


                                                                                                                           
            June 30              
        June 30


                                                                                                                             2019                    2018             2019              2018



     
                QUICK LUBES


             
              Lubricant sales (gallons)                                                                               7.2                     6.2             20.7              17.8


             
              Premium lubricants (percent of U.S. branded                                                            65.5                         63.0                         64.6          62.2

                                                                                                                                  %                           %                           %            %
             volumes)


             
              Gross profit as a percent of sales (a) (b)                                                             39.1                         40.5                         39.0          40.4

                                                                                                                                  %                           %                           %            %


             
              Same-store sales growth - Company-owned                                                                 9.2                          8.7                          9.7           9.3

                                                                                                                                  %                           %                           %            %


             
              Same-store sales growth - Franchised                                                                   10.0                          7.4                         10.3           8.0

                                                                                                                                  %                           %                           %            %


             
              Same-store sales growth - Combined                                                                      9.7                          7.9                         10.1           8.5

                                                                                                                                  %                           %                           %            %



     
                CORE NORTH AMERICA


             
              Lubricant sales (gallons)                                                                              24.1                    25.5             68.2              73.9


             
              Premium lubricants (percent of U.S. branded                                                            53.1                         49.7                         52.2          49.1

                                                                                                                                  %                           %                           %            %
             volumes)


             
              Gross profit as a percent of sales (a) (b)                                                             32.5                         34.4                         32.8          36.5

                                                                                                                                  %                           %                           %            %



     
                INTERNATIONAL


             
              Lubricant sales (gallons) (c)                                                                          14.3                    14.3             43.1              43.6


             
              Lubricant sales (gallons), including                                                                   25.2                    24.7             74.3              74.4
             unconsolidated joint ventures


             
              Premium lubricants (percent of lubricant volumes)                                                      29.0                         26.9                         28.6          26.9

                                                                                                                                  %                           %                           %            %


             
              Gross profit as a percent of sales (a) (b)                                                             28.4                         29.3                         27.8          29.0

                                                                                                                                  %                           %                           %            %




      (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 are recorded in Cost of sales
                         within each operating segment. Reported gross profit as a percent of sales for the three and nine
                         months ended June 30, 2019 is presented in the table above. Adjusted gross profit as a percent of
                         sales for the three and nine months ended June 30, 2019 was 39.3% and 39.1%, respectively, for
                         Quick Lubes; 33.6% and 33.3%, respectively, for Core North America; and 29.5% and 28.2%,
                         respectively, for International.




      (c)    
              Excludes volumes from unconsolidated joint ventures.



     Valvoline Inc. and Consolidated Subsidiaries                                                                                                                                  
           Table 6



     
                QUICK LUBES STORE INFORMATION



     (Preliminary and unaudited)




                                                                                       
              
      Company-owned


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




                 
              Beginning of period                                                 483                                 471                  462                    451                      445


                 
              Opened                                                                4                                   7                    5                     11                        4


                 
              Acquired                                                             13                                   5                                                                  1


                 
              Net conversions between company-owned and                             1                                                       4                                              1
                 franchised


                 
              Closed


                 
              End of period                                                       501                                 483                  471                    462                      451




                                                   
              
           Franchised


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




                 
              Beginning of period                                                 844                                 830                  780                    703                      696


                 
              Opened                                                               11                                  15                   24                      5                       10


                 
              Acquired                                                                                                                    31                     73


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


                 
              Closed                                                              (3)                                (1)                 (1)                   (1)                     (2)


                 
              End of period                                                       851                                 844                  830                    780                      703




                 
              Total stores                                                      1,352                               1,327                1,301                  1,242                    1,154




                                                                                        
              
      Express Care


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




                            Number of locations at end of period                                307                                 336                  337                    347                      324



     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                     Nine months ended


                                                                                                                                                                
              June 30                        
          June 30


                                                                                                                                                                                   2019                                   2018             2019                  2018





     
                Reported net income                                                                                                                                   $
              65                                          $
       64             $
              181   $
      121


                                                                                               
     
                Adjustments:


                                                                                               
     Net pension and other postretirement plan income                                   (2)                                  (10)             (7)                 (30)


                                                                                               
     Net legacy and separation-related (income) expenses                                                                      (3)               3                    14


                                                                                               
     Restructuring and related expenses (a)                                               4                                                     12


                                                                                               
     Business interruption expenses (b)                                                   5                                                      6


                                                                                               
     Acquisition-related foreign currency exchange loss (c)                                                                     2                                     2


                                                                                               
     Total adjustments, pre-tax                                                           7                                   (11)              14                  (14)


                                                                                               
     Income tax (expense) benefit of adjustments                                        (2)                                     6              (5)                    6


                                                                                               
     Income tax adjustments (d)                                                                                                 3              (2)                   76


                                                                                               
     Total adjustments, after tax                                                         5                                    (2)               7                    68



     
                Adjusted net income                                                                                                                                   $
              70                                          $
       62             $
              188   $
      189





     Reported diluted earnings per share                                                                                                                              $
              0.34                                        $
       0.33            $
              0.96  $
      0.61



     Adjusted diluted earnings per share                                                                                                                              $
              0.37                                        $
       0.32            $
              0.99  $
      0.95





     Weighted average diluted common shares outstanding                                                                                            189                                          196                                  189       200




      (a)                                                                                        Pre-tax adjustments associated with restructuring and related expenses were recorded in Selling,
                                                                                                  general and administrative expenses as reported within the Statements of Consolidated Income in the
                                                                                                  three and nine months ended June 30, 2019. Adjusted Selling, general and administrative expenses for
                                                                                                  the three and nine months ended June 30, 2019 were $112 million and $322 million, respectively.




      (b)                                                                                        Pre-tax adjustments associated with business interruption expenses were recorded in Cost of sales as
                                                                                                  reported within the Statements of Consolidated Income in the three and nine months ended June 30, 2019.
                                                                                                  Adjusted Cost of sales for the three and nine months ended June 30, 2019 were $401 million and $1,162
                                                                                                  million, respectively.




      (c)                                                                                        Pre-tax adjustments associated with the acquisition-related foreign currency exchange loss were
                                                                                                  recorded in Selling, general and administrative expenses as reported within the Statements of
                                                                                                  Consolidated Income in the three and nine months ended June 30, 2018. Adjusted Selling, general and
                                                                                                  administrative expenses for the three and nine months ended June 30, 2018 were $108 million and $326
                                                                                                  million, respectively.




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



     Valvoline Inc. and Consolidated Subsidiaries                                                                                                                                                                           Table 8



     
                RECONCILIATION OF NON-GAAP DATA - ADJUSTED EBITDA



     (In millions - preliminary and unaudited)


                                                                                                                                            Three months ended                       Nine months ended


                                                                                                                                     
              June 30                         
        June 30


                                                                                                                                            2019                        2018                     2019                                  2018



     Adjusted EBITDA - Valvoline



     Net income                                                                                                                  $
              65                                $
        64                                   $
              181                     $
         121



     Add:


                                                                     
            Income tax expense                                                          20                          33                             56                         154


                                                                     
            Net interest and other financing expenses                                   19                          15                             55                          45


                                                                     
            Depreciation and amortization                                               15                          14                             43                          39



     EBITDA                                                                                                               119                            126                         335                            359



     Key items: (a)


                                                                     
            Net pension and other postretirement plan                                  (2)                       (10)                           (7)                       (30)
                                                                     income


                                                                     
            Net legacy and separation-related (income)                                                            (3)                             3                          14
                                                                     expenses


                                                                     
            Restructuring and related expenses                                           4                                                        12                           -


                                                                     
            Business interruption expenses                                               5                                                         6                           -


                                                                     
            Acquisition-related foreign currency exchange                                                           2                                                         2
                                                                     loss



     Adjusted EBITDA                                                                                                            $
              126                               $
        115                                   $
              349                     $
         345





     Adjusted EBITDA - Quick Lubes



     Operating income                                                                                                            $
              48                                $
        38                                   $
              130                     $
         111



     Add:


                                                                     
            Depreciation and amortization                                                9                           7                             26                          21



     EBITDA                                                                                                                57                             45                         156                            132



     Key item: (a)


                                                                     
            Acquisition-related foreign currency exchange                                                           2                                                         2
                                                                     loss



     Adjusted EBITDA                                                                                                             $
              57                                $
        47                                   $
              156                     $
         134





     Adjusted EBITDA - Core North America



     Operating income                                                                                                            $
              38                                $
        41                                   $
              109                     $
         130



     Add:


                                                                     
            Depreciation and amortization                                                5                           5                             13                          13



     EBITDA                                                                                                                43                             46                         122                            143



     Key item: (a)


                                                                     
            Business interruption expenses                                               3                                                         4                           -



     Adjusted EBITDA                                                                                                             $
              46                          46                            $
              126                             $
      143





     Adjusted EBITDA - International



     Operating income                                                                                                            $
              20                                $
        20                                    $
              61                      $
         63



     Add:


                                                                     
            Depreciation and amortization                                                1                           2                              4                           5



     EBITDA                                                                                                                21                             22                          65                             68



     Key item: (a)


                                                                     
            Business interruption expenses                                               2                                                         2                           -



     Adjusted EBITDA                                                                                                             $
              23                                $
        22                                    $
              67                      $
         68




                                                                                                                                                                                                     Table 8 (continued)




                                                                                                                                            Three months ended                       Nine months ended


                                                                                                                                     
              June 30                         
        June 30


                                                                                                                                            2019                        2018                     2019                                  2018



     Adjusted EBITDA - Unallocated and other



     Operating (loss) income                                                                                                    $
              (4)                                $
        3                                  $
              (15)                   $
         (14)



     Add:


                                                                     
            Depreciation and amortization                                                                                                                                    -


                                                                     
            Net pension and other postretirement plan                                    2                          10                              7                          30
                                                                     income



     EBITDA                                                                                                               (2)                            13                         (8)                            16



     Key items: (a)


                                                                     
            Net pension and other postretirement plan income                           (2)                       (10)                           (7)                       (30)


                                                                     
            Net legacy and separation-related (income)                                                            (3)                             3                          14
                                                                     expenses


                                                                     
            Restructuring and related expenses                                           4                                                        12                           -



     Adjusted EBITDA                                                                                             
              $                                 
              $                              
              $                               
      $




      (a)                                                                     The tables above reconcile Quick Lubes, Core North America, International 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)




                                                                                                         Nine months ended


                                                                                                   
              June 30



     Free cash flow (a)                                                           2019                                       2018


      Total cash flows provided by
       operating activities                                                               $
             214                                  $
         181



     Adjustments:


                                                           Additions to property, plant
                                                            and equipment                                                    (73)              (51)



     Free cash flow                                                                      $
             141                                  $
         130




                                                                                                                                   Fiscal
                                                                                                                                    year



     Free cash flow (a)                                                                                                  2019
                                                                                                                         Outlook


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



     Adjustments:


                                                           Additions to property, plant                                                      (115 -
                                                            and equipment                                                                      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.