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EX-99.2 - EX-99.2 - Zep Inc.a12-16036_1ex99d2.htm

Exhibit 99.1

 

 

News Release

 

Zep Inc.

 

1310 Seaboard Industrial Blvd., NW

Atlanta, GA 30318

 

 

 

 

 

www.zepinc.com

 

Zep Inc. Reports Record Financial Results for the Third Quarter

 

·                  Record revenue of $176.6 million up 5.2% over prior year

 

·                  Record reported EPS of $0.39, up 39% over prior year

 

·                  Record EBITDA of $18.7 million up, 23% over prior year

 

·                  Organic sales driven by 23% increase in Retail and 5% growth in Distribution

 

ATLANTA, July 10, 2012 (BUSINESS WIRE) — Zep Inc. (NYSE:ZEP), a leading producer and marketer of a wide range of cleaning and maintenance solutions, today reported record financial results for the third fiscal quarter ended May 31, 2012.  Results in the third fiscal quarter reflected strong sales in retail and distribution channels resulting from new and expanded customer relationships.

 

The Company reported that this year’s third quarter results included 5% organic sales growth over the prior year period (including the impact of changes in foreign currency rates, organic sales growth was 4%).   Sales growth was due to increases in home improvement retail, automotive aftermarket, vehicle wash, industrial MRO, janitorial/sanitation and food processing.  In addition, acquisitions provided incremental revenue gains compared to the same period last year.

 

“These record results point to the strength of our product and channel diversification strategy, and to the consistent focus our team has demonstrated in executing against this strategy over the past two years,” said John K. Morgan, Chairman, President and Chief Executive Officer of Zep Inc. “I would like to thank our associates for their continued hard work and dedication, and I’d also like to welcome the new associates from Mykal Industries in the United Kingdom, who became a part of the Zep Inc. team just a few weeks ago.”

 

The following is a summary of the third fiscal quarter’s results:

 

·                  Record revenue of $176.6 million for the third fiscal quarter represented an increase of $8.7 million, or 5.2%, (5.0% organic), compared to revenue of $167.9 million reported in the same period a year ago.  Revenue for the quarter reflected benefits from pricing, higher total sales volumes and acquisitions, offset in part by the negative effect of foreign exchange rates.

 

·                  Record net income reported for the third fiscal quarter was $8.6 million, an increase of 38% compared with reported net income in the third quarter of fiscal 2011.

 

·                  Diluted earnings per share (EPS) reported in the third fiscal quarter were a record $0.39, a 39% increase over diluted EPS of $0.28 reported for last year’s third quarter.  Last year’s third quarter diluted EPS included $0.02 per diluted share related to acquisition and integration costs, as well as $0.02 per diluted share related to incremental legal expenses.

 

·                  EBITDA (earnings before interest, taxes, depreciation and amortization expenses) for the third fiscal quarter totaled a record $18.7 million, or 10.6% of sales, an increase of 23% compared to $15.2 million in EBITDA reported for the third quarter of fiscal 2011.

 



 

·                  Free cash flow generated during the third fiscal quarter (defined as net cash provided by operating activities less purchases of property, plant, and equipment plus proceeds from sale of property, plant, and equipment) was $8.0 million, compared with $12.6 million of cash generated in the same period last year.  Free cash flow in the current quarter reflects higher net income that was offset in part by higher capital expenditures and working capital.  These increases were associated with planned technology investments, including the development and implementation of the new ERP system and increased working capital necessary to support incremental sales.

 

Gross profit of $81.7 million for the quarter was $3.4 million higher than the same period last year.  Gross profit as a percentage of sales for the quarter was 46.3%, a decline of 40 basis points compared with the same period last year, due to an increase in the percentage of sales made to customers through distribution and retail channels, or business mix that was partially offset by increased manufacturing productivity.  Compared to the immediately preceding second fiscal quarter, gross profit as a percentage of sales improved 150 basis points due to an improved relationship between selling prices and raw material costs, as well as increased manufacturing productivity.

 

“These results give us continued confidence that our performance in the second half of the fiscal year will improve relative to the second half of last fiscal year,” added Mark R. Bachmann, Executive Vice President and Chief Financial Officer of Zep Inc.  “We are pleased with the improved organic sales growth and double digit EBITDA margins in the quarter, which is a testament to the progress we continue to make on our strategic initiatives.”

 

On June 1, 2012, the Company acquired the shares of Mykal Industries Limited (“Mykal”).  Mykal, based in the United Kingdom, is a leading manufacturer of a broad range of cleaning and degreasing products for the European retail, do-it-yourself (“DIY”) and professional distribution markets. Zep has had a presence in Europe since 1992, and with this latest acquisition, the Company is expanding its reach to a broad range of industrial and retail customers in the United Kingdom.

 

A more detailed discussion of the Company’s long-term objectives and financial goals may be found in our Forms 10-K and 10-Q filed with the Securities and Exchange Commission (“SEC”). The Forms 10-K and 10-Q are available via the Company’s website at www.zepinc.com.

 

Conference Call

 

The Company will host a conference call to discuss third quarter operating results on Tuesday, July 10, 2012 at 8:30 a.m. ET.  The call and accompanying presentation will be webcast and may be accessed through the Company’s website at www.zepinc.com or by dialing in at 253-237-1190, conference ID: 93202811.    A replay of the call will be posted to the website within two hours of completion of the conference call.

 

About Zep Inc.

 

Zep Inc., with fiscal year 2011 net sales of $646 million, is a leading producer and marketer of a wide range of cleaning and maintenance solutions for commercial, industrial, institutional, and consumer end-markets. Zep Inc.’s product portfolio includes anti-bacterial and industrial hand care products, cleaners, degreasers, deodorizers, disinfectants, floor finishes, sanitizers, and pest and weed control products, as well as high performance products and professional grade chemical products for the automotive, fleet maintenance, industrial/MRO supply, institutional supply and motorcycle markets. We market these products and services under well recognized and established brand names, such as Zep®, Zep Commercial®, Zep Professional®, Enforcer®, National Chemical™, Selig™, Misty®, Next Dimension™, Petro®, i-Chem®, TimeMist®, TimeWick™, MicrobeMax®, Country Vet®, Konk®, Niagara National™, Washtronics™, FC Forward Chemicals®, Rexodan®, Mykal™, and a number of private labeled brands. Founded in 1937, some of Zep’s brands have been in existence since 1896. Zep Inc. is headquartered in Atlanta, Georgia. Visit our website at www.zepinc.com.

 

Investor Contact:

Media Contact:

Tony Mezza

Michael Ares

Zep Inc.

Fleishman-Hillard

404-603-7762

404-739-0133

 

# # #

 



 

Forward Looking Statements and use of Non-GAAP Information

 

This release contains, and other written or oral statements made by or on behalf of Zep may include, forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, we or our executive officers on our behalf, may from time to time make forward-looking statements in reports and other documents that are filed with the SEC or in connection with oral statements made to the press, potential investors or others. Specifically, forward-looking statements may include, but are not limited to, statements relating to our future economic performance, business prospects, revenue, income, and financial condition; and statements preceded by, followed by, or that include the words “expects,” “believes,” “intends,” “will,” “anticipates,” and similar terms that relate to future events, performance, or our results. Examples of forward-looking statements in this press release include but are not limited to:  statements regarding growth and other benefits that we may realize as a result of executing our long-term initiatives.

 

Our forward-looking statements are subject to certain risks and uncertainties that could cause actual results, expectations, or outcomes to differ materially from our historical experience as well as management’s present expectations or projections. These risks and uncertainties include, but are not limited to:

 

·                  economic conditions in general;

·                  customer and supplier relationships and prices;

·                  competition;

·                  ability to realize anticipated benefits from strategic planning initiatives and timing of benefits;

·                  market demand; and

·                  litigation and other contingent liabilities, such as environmental matters.

 

A variety of other risks and uncertainties could cause our actual results to differ materially from the anticipated results or other expectations expressed in our forward-looking statements. A number of those risks are discussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended August 31, 2011. Management believes these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and management undertakes no obligation to update publicly any of them in light of new information or future events.

 

The unaudited consolidated financial statements presented in accordance with accounting principles generally accepted in the United States (“GAAP”) are supplemented by a table of adjusted operating results, which includes non-GAAP financial information that is referenced in this press release, which includes EBITDA. This non-GAAP financial information is provided to enhance the user’s overall understanding of our financial performance. Specifically, management believes the non-GAAP financial information provides useful information to investors by excluding or adjusting certain items affecting reported operating results that were unusual or not indicative of our core operating results. This non-GAAP financial information should be considered in addition to, and not as a substitute for, or superior to, results prepared in accordance with GAAP. Moreover, this non-GAAP information may not be comparable to similarly titled measures reported by other companies. The non-GAAP financial information included in this earnings release has been reconciled to the nearest GAAP measure in the tables at the end of this press release.

 



 

Zep Inc.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per-share data)

 

 

 

MAY 31, 2012

 

AUGUST 31, 2011

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

7,689

 

$

7,219

 

Accounts receivable, less reserve for doubtful accounts of $4,220 at May 31, 2012, and $4,515 at August 31, 2011

 

94,124

 

95,681

 

Inventories

 

74,369

 

61,147

 

Deferred income taxes

 

8,024

 

8,169

 

Prepayments and other current assets

 

25,595

 

9,896

 

Total Current Assets

 

209,801

 

182,112

 

Property, Plant, and Equipment, at cost:

 

 

 

 

 

Land

 

5,421

 

4,535

 

Buildings and leasehold improvements

 

61,438

 

59,529

 

Machinery and equipment

 

111,097

 

100,029

 

Total Property, Plant, and Equipment

 

177,956

 

164,093

 

Less - Accumulated depreciation and amortization

 

101,035

 

96,225

 

Property, Plant, and Equipment, net

 

76,921

 

67,868

 

Other Assets:

 

 

 

 

 

Goodwill

 

84,342

 

84,418

 

Identifiable intangible assets

 

64,369

 

65,136

 

Deferred income taxes

 

894

 

1,020

 

Other long-term assets

 

3,340

 

3,215

 

Total Other Assets

 

152,945

 

153,789

 

Total Assets

 

$

439,667

 

$

403,769

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Current maturities of long-term debt

 

$

15,000

 

$

15,000

 

Accounts payable

 

63,728

 

56,821

 

Accrued compensation

 

18,119

 

18,161

 

Other accrued liabilities

 

28,394

 

27,482

 

Total Current Liabilities

 

125,241

 

117,464

 

Long-term debt, less current maturities

 

126,025

 

104,650

 

Deferred Income Taxes

 

7,181

 

6,224

 

Self-Insurance Reserves, less current portion

 

3,430

 

3,443

 

Other Long-Term Liabilities

 

19,062

 

22,865

 

Commitments and Contingencies

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

Preferred stock, $0.01 par value; 50,000,000 shares authorized; none issued and outstanding

 

 

 

Common stock, $0.01 par value; 500,000,000 shares authorized; 21,802,694 issued and outstanding at May 31, 2012, and 21,631,850 issued and outstanding at August 31, 2011

 

218

 

216

 

Paid-in capital

 

96,065

 

92,925

 

Retained earnings

 

50,969

 

38,970

 

Accumulated other comprehensive income

 

11,476

 

17,012

 

Total Stockholders’ Equity

 

158,728

 

149,123

 

Total Liabilities and Stockholders’ Equity

 

$

439,667

 

$

403,769

 

 



 

Zep Inc.

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(In thousands, except per-share data)

 

 

 

For the Three Months Ended
May 31,

 

For the Nine Months Ended
May 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

$

176,625

 

$

167,921

 

$

481,838

 

$

472,197

 

Cost of Products Sold

 

94,893

 

89,554

 

259,184

 

247,188

 

Gross Profit

 

81,732

 

78,367

 

222,654

 

225,009

 

Selling, Distribution, and Administrative Expenses

 

66,357

 

66,347

 

194,221

 

197,831

 

Restructuring Charges

 

 

 

 

1,469

 

Gain on Sale of Building

 

 

 

 

(676

)

Acquisition Costs

 

263

 

429

 

1,018

 

429

 

Operating Profit

 

15,112

 

11,591

 

27,415

 

25,956

 

Other Expense (Income):

 

 

 

 

 

 

 

 

 

Interest expense, net

 

1,343

 

1,576

 

4,143

 

5,061

 

Loss (Gain) on foreign currency transactions

 

104

 

52

 

376

 

(168

)

Bargain purchase gain from business combination

 

 

 

(613

)

 

Miscellaneous (income) expense, net

 

(101

)

10

 

231

 

137

 

Total Other Expense

 

1,346

 

1,638

 

4,137

 

5,030

 

Income before Provision for Income Taxes

 

13,766

 

9,953

 

23,278

 

20,926

 

Provision for Income Taxes

 

5,144

 

3,710

 

8,643

 

7,594

 

Net Income

 

$

8,622

 

$

6,243

 

$

14,635

 

$

13,332

 

 

 

 

 

 

 

 

 

 

 

Earnings Per Share:

 

 

 

 

 

 

 

 

 

Basic Earnings per Share

 

$

0.39

 

$

0.29

 

$

0.67

 

$

0.61

 

 

 

 

 

 

 

 

 

 

 

Basic Weighted Average Number of Shares Outstanding

 

21,800

 

21,603

 

21,753

 

21,502

 

 

 

 

 

 

 

 

 

 

 

Diluted Earnings per Share

 

$

0.39

 

$

0.28

 

$

0.66

 

$

0.60

 

 

 

 

 

 

 

 

 

 

 

Diluted Weighted Average Number of Shares Outstanding

 

22,144

 

22,071

 

22,164

 

21,975

 

 

 

 

 

 

 

 

 

 

 

Dividends Declared per Share

 

$

0.04

 

$

0.04

 

$

0.12

 

$

0.12

 

 



 

Zep Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

 

 

 

NINE MONTHS ENDED
MAY 31,

 

 

 

2012

 

2011

 

Cash Provided by Operating Activities:

 

 

 

 

 

Net income

 

$

14,635

 

$

13,332

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

10,595

 

10,717

 

Gain on sale of property, plant and equipment

 

(37

)

(672

)

Excess tax benefits from share-based payments

 

(5

)

(795

)

Other non-cash charges

 

2,755

 

3,451

 

Deferred income taxes

 

879

 

2,393

 

Change in assets and liabilities, net of effect of acquisitions and divestitures -

 

 

 

 

 

Accounts receivable

 

(521

)

3,045

 

Inventories

 

(13,109

)

(9,434

)

Prepayments and other current assets

 

(3,351

)

158

 

Accounts payable

 

7,723

 

189

 

Accrued compensation and other current liabilities

 

1,491

 

(9,467

)

Self insurance and other long-term liabilities

 

(3,816

)

(1,236

)

Other assets

 

(1,797

)

61

 

Net Cash Provided by Operating Activities

 

15,442

 

11,742

 

Cash Used for Investing Activities:

 

 

 

 

 

Purchases of property, plant, and equipment

 

(12,864

)

(5,189

)

Acquisitions, net of cash acquired

 

(8,243

)

(76,065

)

Loan to Innovation Partner

 

(12,500

)

 

Proceeds from sale of property, plant, and equipment

 

37

 

1,080

 

Net Cash Used for Investing Activities

 

(33,570

)

(80,174

)

Cash Provided by Financing Activities:

 

 

 

 

 

Proceeds from credit facility borrowings

 

239,100

 

132,017

 

Repayments of borrowings from credit facility

 

(217,725

)

(82,442

)

Employee stock issuances

 

381

 

997

 

Excess tax benefits from share-based payments

 

5

 

795

 

Dividend payments

 

(2,636

)

(2,610

)

Net Cash Provided by Financing Activities

 

19,125

 

48,757

 

Effect of Exchange Rate Changes on Cash

 

(527

)

2,348

 

Net Change in Cash and Cash Equivalents

 

470

 

(17,327

)

Cash and Cash Equivalents at Beginning of Period

 

7,219

 

25,257

 

Cash and Cash Equivalents at End of Period

 

$

7,689

 

$

7,930

 

 



 

Zep Inc.

RECONCILIATION OF NON-GAAP MEASURES

(Unaudited; In thousands)

 

 

 

Three Months Ended
May 31,

 

Nine Months Ended
May 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Reported (GAAP) Net Income

 

$

8,622

 

$

6,243

 

$

14,635

 

$

13,332

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

1,343

 

1,576

 

4,143

 

5,061

 

Provision for Income Taxes

 

5,144

 

3,710

 

8,643

 

7,594

 

Depreciation and Amortization

 

3,619

 

3,636

 

10,595

 

10,717

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

$

18,728

 

$

15,165

 

$

38,016

 

$

36,704