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EX-99.2 - EX-99.2 - Zep Inc.a14-10112_1ex99d2.htm
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Exhibit 99.1

 

News Release

Zep Inc.

 

 

 

1310 Seaboard Industrial Blvd., NW

Atlanta, GA 30318

 

www.zepinc.com

 

Zep Inc. Reports Fiscal Second Quarter 2014 Results

 

Fiscal Second Quarter 2014 Highlights:

 

·                  Net sales of $157.8 million

 

·                  Adjusted EBITDA of $11.2 million

 

·                  Adjusted earnings per diluted share of $0.09, excluding $0.12 of integration and legal costs

 

·                  Adjusted cash earnings per diluted share of $0.18

 

Key Milestones:

 

·                  To date, third fiscal quarter order rates have rebounded following second fiscal quarter weather disruption

 

·                  Long-running California legal matter substantially resolved

 

·                  Completed three-year information technology upgrade

 

·                  On target to exceed $9 million of restructuring savings during fiscal 2014, achieved $2.3 million in second fiscal quarter

 

(ATLANTA — April 7, 2014) — Zep Inc. (NYSE: ZEP), a leading consumable chemical packaged goods company that manufactures a wide variety of high-performance maintenance and cleaning chemicals, today reported financial results for the three and six-month periods ended February 28, 2014.

 

“We achieved several milestones during the quarter including the settlement of substantially all of the 2010 California legal matters, a 3-year $10 million distraction; the completion and stabilization of our 3-year information technology upgrade, costing approximately $20 million in capital spending; and an agreement to sell some surplus real-estate,” said John K. Morgan, Chairman, President and Chief Executive Officer of Zep Inc.  “With these items behind us, we are well positioned to de-lever the balance sheet at an accelerated rate and to grow in our strategic end-markets.  Our March order rates were strong, and we now believe we will exceed our previous revenue expectations for the upcoming quarter.”

 

Net sales in the quarter were $157.8 million.  The 3.4% decline was slightly greater than our previously communicated range of flat to down 3% due to the effects of weather disruptions.  Growth in strategic North American end-markets, such as automotive and home improvement retailers, car wash, oil and gas, and in our European business, was more than offset by declines in certain Jan/San end markets and sales eliminated as a result of our continuing complexity reduction initiative, as expected.

 

Gross profit margin in the second quarter of fiscal 2014 was 46.9% or 50 basis points lower than the comparable quarter of fiscal 2013 due to increased raw material input costs, partially offset by improved sales channel mix.  As a result of restructuring benefits, selling, distribution and administrative expenses were $2.1 million lower than the comparable period of fiscal 2013, excluding the impacts of adjustments for the

 



 

California legal matter and contingent consideration.  Interest expense increased $1.0 million due to the payment of interest as part of the above-mentioned California legal settlement.

 

“We continue to execute plans to reduce complexity, including consolidating facilities, simplifying processes, and rationalizing product lines,” continued Morgan.  “Restructuring, beginning in the fourth quarter of fiscal year 2013, continues to progress as originally expected.  We remain on-target to exceed $9 million in projected savings during fiscal 2014; a portion of which will be reinvested in organic growth opportunities.”

 

Summary of Second Fiscal Quarter 2014 Results:

 

Diluted earnings (loss) per share

 

$

(0.03

)

Acquisition and integration costs, net of tax

 

0.01

 

California legal matter, net of tax

 

0.11

 

Adjusted diluted earnings per share

 

0.09

 

Amortization

 

0.09

 

Adjusted cash earnings per diluted share

 

$

0.18

 

 

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 second quarter 2014 operating results on Monday, April 7, 2014 at 4:15 p.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 (412) 317-0797. 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 2013 net sales of approximately $690 million, is a leading consumable chemical packaged goods company selling a wide variety of high-performance chemicals that help professionals and prosumers clean, maintain and protect their assets.  We are focused on the attractive industry dynamics of the transportation market and the industrial maintenance and repair operation (“MRO”) market, which together now comprise approximately 60% of our revenue with the balance derived from sales into the facilities maintenance vertical.  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®, Original Bike Spirits®, Blue Coral®, Black Magic®, Rain-X®, Niagara National™, FC Forward Chemicals®, Rexodan®, Mykal™, and a number of private label brands. Founded in 1937, some of Zep Inc.’s brands have been in existence since 1896.  Zep Inc. is headquartered in Atlanta, Georgia.  Visit our website at www.zepinc.com.

 



 

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 Inc. 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 about our ability to achieve the amount of cost savings expected from various restructuring activities, statements regarding our ability and intention to de-lever the balance sheet at an accelerated rate and statements regarding our third fiscal quarter revenue based on March 2014 order rates.

 

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;

·                  the cost or availability of raw materials;

·                  pricing;

·                  competition;

·                  our ability to realize anticipated benefits from strategic planning and restructuring initiatives and the timing of the benefits of such actions;

·                  our ability to maintain our customer relationships;

·                  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, 2013. 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 that reconciles EBITDA, adjusted EBITDA, adjusted earnings per diluted share and adjusted cash earnings per diluted share, which are non-GAAP financial information that are referenced in this press release to the nearest GAAP measure.  This non-GAAP financial information is provided to enhance the user’s overall understanding of our financial performance. Specifically, management believes that EBITDA, adjusted EBITDA, adjusted earnings per diluted share and adjusted cash earnings per diluted share may provide additional information with respect to our performance or ability to meet our future debt service obligations, capital expenditures and working capital requirements.  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 EBITDA, adjusted EBITDA, adjusted earnings per diluted share or adjusted cash earnings per diluted share reported by other companies because the items that affect net earnings that we exclude when calculating EBITDA, adjusted EBITDA, adjusted earnings per diluted share and adjusted cash earnings per diluted share may differ from the items taken into consideration by other companies.

 



 

Zep Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

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

 

 

 

February 28, 2014

 

August 31, 2013

 

ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

2,528

 

$

2,402

 

Accounts receivable, less reserve for doubtful accounts of $4,329 at February 28, 2014 and $3,941 at August 31, 2013

 

96,646

 

104,476

 

Inventories, net

 

79,122

 

68,633

 

Prepayments and other current assets

 

12,580

 

13,051

 

Deferred income taxes

 

8,911

 

8,002

 

Total Current assets

 

199,787

 

196,564

 

Property, plant and equipment, net

 

80,994

 

82,328

 

Goodwill

 

121,082

 

121,102

 

Identifiable intangible assets, net

 

125,828

 

129,929

 

Other long-term assets

 

17,406

 

17,835

 

Total Assets

 

$

545,097

 

$

547,758

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current maturities of long-term debt

 

$

25,000

 

$

25,000

 

Accounts payable

 

62,089

 

56,366

 

Accrued compensation

 

17,736

 

25,226

 

Other accrued liabilities

 

28,379

 

41,167

 

Total Current liabilities

 

133,204

 

147,759

 

Long-term debt, less current maturities

 

190,919

 

184,908

 

Deferred income taxes

 

14,655

 

12,782

 

Other long-term liabilities

 

18,451

 

18,340

 

Total Liabilities

 

357,229

 

363,789

 

 

 

 

 

 

 

Commitments and Contingencies (Note 6)

 

 

 

 

 

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; 22,361,565 issued and outstanding at February 28, 2014, and 22,065,059 issued and outstanding at August 31, 2013

 

224

 

221

 

Paid-in capital

 

106,491

 

102,573

 

Retained earnings

 

69,176

 

69,023

 

Accumulated other comprehensive income

 

11,977

 

12,152

 

Total Stockholders’ equity

 

187,868

 

183,969

 

Total Liabilities and Stockholders’ equity

 

$

545,097

 

$

547,758

 

 



 

Zep Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(In thousands, except per share data)

 

 

 

Three Months Ended
February 28,

 

Six Months Ended
February 28,

 

 

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

157,752

 

$

163,386

 

$

322,644

 

$

321,412

 

Cost of products sold

 

83,709

 

85,946

 

169,340

 

169,010

 

Gross profit

 

74,043

 

77,440

 

153,304

 

152,402

 

Selling, distribution, and administrative expenses

 

70,889

 

69,162

 

142,276

 

135,953

 

Acquisition and integration costs

 

417

 

1,633

 

1,031

 

2,878

 

Operating profit

 

2,737

 

6,645

 

9,997

 

13,571

 

 

 

 

 

 

 

 

 

 

 

Other expense (income):

 

 

 

 

 

 

 

 

 

Interest expense, net

 

3,441

 

2,275

 

5,752

 

3,520

 

Loss on foreign currency transactions

 

120

 

63

 

170

 

81

 

Miscellaneous expense, net

 

125

 

191

 

187

 

329

 

Total other expense

 

3,686

 

2,529

 

6,109

 

3,930

 

Income (loss) before income taxes

 

(949

)

4,116

 

3,888

 

9,641

 

Income tax provision (benefit)

 

(267

)

1,325

 

1,473

 

3,369

 

Net income (loss)

 

$

(682

)

$

2,791

 

$

2,415

 

$

6,272

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share:

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share

 

$

(0.03

)

$

0.13

 

$

0.11

 

$

0.29

 

Diluted earnings (loss) per share

 

$

(0.03

)

$

0.12

 

$

0.11

 

$

0.28

 

 

 

 

 

 

 

 

 

 

 

Shares used for computation:

 

 

 

 

 

 

 

 

 

Basic

 

22,320

 

21,941

 

22,242

 

21,907

 

Diluted

 

22,320

 

22,351

 

22,871

 

22,327

 

 

 

 

 

 

 

 

 

 

 

Dividends Declared per Share

 

$

0.05

 

$

0.04

 

$

0.10

 

$

0.08

 

 



 

Zep Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(In thousands)

 

 

 

Six Months Ended
 February 28,

 

 

 

2014

 

2013

 

Operating Activities

 

 

 

 

 

Net income

 

$

2,415

 

$

6,272

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

Depreciation and amortization

 

11,042

 

9,067

 

Gain on disposal of fixed assets

 

(68

)

(15

)

Excess tax benefits from share-based payments

 

(201

)

22

 

Other non-cash charges

 

1,735

 

1,450

 

Deferred income taxes

 

843

 

3,233

 

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

 

 

 

 

 

Accounts receivable

 

8,263

 

2,397

 

Inventories

 

(10,286

)

(8,889

)

Prepayments and other current assets

 

617

 

(4,895

)

Accounts payable

 

5,593

 

(1,205

)

Accrued compensation and other current liabilities

 

(18,954

)

(5,745

)

Self insurance and other long-term liabilities

 

111

 

(1,965

)

Other assets

 

(555

)

(135

)

Net cash provided by (used in) operating activities

 

555

 

(408

)

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

Purchases of property, plant, and equipment

 

(5,269

)

(6,356

)

Acquisitions, net of cash acquired

 

 

(116,827

)

Principal payment from innovation partner

 

300

 

 

Proceeds from sale of property, plant, and equipment

 

67

 

15

 

Net cash used in investing activities

 

(4,902

)

(123,168

)

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

Proceeds from credit facility borrowings

 

176,900

 

274,308

 

Repayments of borrowings from credit facility

 

(171,025

)

(151,825

)

Securitized borrowings

 

(1,342

)

 

Employee stock issuances

 

1,981

 

733

 

Excess tax benefits from share-based payments

 

201

 

(22

)

Dividend payments

 

(2,262

)

(1,770

)

Net cash provided by financing activities

 

4,453

 

121,424

 

Effect of exchange rate changes on cash

 

20

 

67

 

Net change in Cash and cash equivalents

 

126

 

(2,085

)

Cash and cash equivalents — beginning of period

 

2,402

 

3,513

 

Cash and cash equivalents — end of period

 

$

2,528

 

$

1,428

 

 



 

Zep Inc.

RECONCILIATION OF NON-GAAP MEASURES

(Unaudited; In thousands)

 

 

 

Three Months Ended
February 28,

 

Six Months Ended
February 28,

 

 

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(682

)

$

2,791

 

$

2,415

 

$

6,272

 

Interest expense, net

 

3,441

 

2,275

 

5,752

 

3,520

 

Income tax provision (benefit)

 

(267

)

1,325

 

1,473

 

3,369

 

Depreciation and amortization

 

5,519

 

5,454

 

11,042

 

9,067

 

EBITDA

 

$

8,011

 

$

11,845

 

$

20,682

 

$

22,228

 

 

 

 

 

 

 

 

 

 

 

Acquisition and integration costs

 

417

 

1,633

 

1,031

 

2,878

 

California legal matter

 

2,777

 

249

 

3,549

 

609

 

Contingent consideration adjustment

 

 

(1,285

)

 

(1,285

)

Adjusted EBITDA

 

$

11,205

 

$

12,442

 

$

25,262

 

$

24,430

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA margin

 

7.1

%

7.6

%

7.8

%

7.6

%

 

 

 

Three Months Ended
February 28,

 

Six Months Ended
February 28,

 

 

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(682

)

$

2,791

 

$

2,415

 

$

6,272

 

Acquisition and integration costs

 

417

 

1,633

 

1,031

 

2,878

 

California legal matter

 

3,825

 

249

 

4,597

 

609

 

Contingent consideration adjustment

 

 

(1,285

)

 

(1,285

)

Net tax effect of above items

 

(1,607

)

(208

)

(2,132

)

(768

)

Adjusted net income

 

$

1,953

 

$

3,180

 

$

5,911

 

$

7,706

 

 

 

 

Three Months Ended
February 28,

 

Six Months Ended
February 28,

 

 

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share

 

$

(0.03

)

$

0.12

 

$

0.11

 

$

0.28

 

Acquisition and integration costs, net of tax

 

0.01

 

0.05

 

0.03

 

0.08

 

California legal matter, net of tax

 

0.11

 

0.01

 

0.12

 

0.02

 

Contingent consideration adjustment, net of tax

 

 

(0.04

)

 

(0.04

)

Adjusted diluted earnings per share

 

$

0.09

 

$

0.14

 

$

0.26

 

$

0.34

 

Amortization

 

0.09

 

0.09

 

0.18

 

0.14

 

Adjusted cash earnings per share

 

$

0.18

 

$

0.23

 

$

0.34

 

$

0.48

 

 

Investor Contact:
Don De Laria
VP, Investor Relations & Communications

404-350-6266
don.delaria@zep.com