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EX-99.2 - EX-99.2 - Zep Inc.a12-2272_1ex99d2.htm

Exhibit 99.1

 

 

 

News Release

 

Zep Inc.

 

 

 

 

1310 Seaboard Industrial Blvd., NW

Atlanta, GA 30318

 

www.zepinc.com

 

Zep Inc. Reports First Quarter Financial Results

 

·

 

Revenue and EPS decline for the quarter

 

 

 

·

 

Gross margins continue to be impacted by commodity costs

 

 

 

·

 

Sequential gross margin improvement in the quarter encouraging

 

 

 

·

 

Progress made on key long-term initiatives

 

ATLANTA, January 9, 2012 (BUSINESS WIRE) — Zep Inc. (NYSE:ZEP), a leading producer and marketer of a wide range of cleaning and maintenance solutions, today reported financial results for the three-month period ended November 30, 2011.

 

Results for the first fiscal quarter of 2012 continued to reflect mixed market performance, as growth in the automotive aftermarket, food processing and industrial maintenance and repair operations end-markets was more than offset by declines in certain other end-markets such as government, vehicle wash and in home improvement retail.  While revenue and earnings in the first quarter of fiscal year 2012 were lower compared to the same period last year, the Company experienced significantly improved gross margin performance as compared with the immediately preceding quarter.  The following is a summary of the Company’s financial results for the first fiscal quarter of 2012:

 

·                  Revenue of $153.5 million for the first quarter of fiscal 2012 represented a decrease of $3.9 million, or 2.5%, compared to revenue of $157.4 million reported in the same period a year ago.  Organic sales volume remained under pressure, declining 2.8% on a year-over-year basis.

 

·                  Net income for the first quarter of fiscal 2012 was $3.6 million, a decrease of 27.5% compared to the $4.9 million in net income reported for the prior year period.

 

·                  Fully diluted earnings per share (EPS) for the first quarter of 2012 was $0.16, down 27.3% from fully diluted EPS of $0.22 in the first quarter of fiscal 2011.

 

·                  EBITDA (earnings before interest, income tax, depreciation and amortization expenses) for the first quarter of fiscal 2012 totaled $10.5 million, a decline of 29.4% compared to $14.8 million in adjusted EBITDA reported for the first quarter of fiscal 2011.

 

·                  Net income for the first quarter of fiscal 2012 declined 39.3% when compared to adjusted net income of $5.9 million in the prior year period; fully diluted EPS for the quarter declined 40.7% when compared to $0.27 of fully diluted adjusted EPS for the same period a year ago.  Fully diluted adjusted EPS in the first quarter of fiscal year 2011 included $0.05 per diluted share of charges recorded in connection with acquisition and restructuring activities.  The Company incurred no such charges or adjustments that were significant during the first quarter of fiscal 2012, and, therefore the current quarter’s results are presented on a reported basis throughout this press release.

 

·                  Free cash flow (defined as Net Cash Provided by Operating Activities less Purchases of property, plant, and equipment plus Proceeds from sale of property, plant, and equipment) consumed during the first quarter of fiscal year 2012 was $2.1 million compared with $2.9 million of free cash flow generated during the same period last year.  The change in year-over-year free cash flow is due primarily to the result of lower net income earned and planned technology investments made in the first quarter of fiscal 2012.

 



 

“Whereas results in the first quarter reflect a challenging operating environment, I was encouraged to see that gross profit margins have begun to improve sequentially during the quarter as expected,” said John K. Morgan, Chairman, President and Chief Executive Officer of Zep Inc. “We remain confident that results in the second half of fiscal 2012 will improve as a result of better margins and the improved results from the impact of key initiatives.”

 

Gross profit of $72.9 million for the quarter was $5.9 million lower than the prior year’s adjusted gross profit.  As a percentage of sales, adjusted gross profit declined 260 basis points to 47.5% compared with the same period last year.  The decline in gross profit as a percentage of sales from last year was primarily due to inflation in the cost of raw materials (particularly petroleum-based products) that outpaced the Company’s ability to increase selling prices.  Compared to the prior quarter, however, gross profit as a percentage of sales improved 270 basis points primarily due to more favorable labor and overhead absorption and improving material margins. “We are seeing that the initial benefits of specific pricing sourcing, and product line management actions we’ve implemented are beginning to create a more favorable relationship between raw material costs and pricing for our material margins,” added Mark R. Bachmann, Executive Vice President and Chief Financial Officer of Zep Inc.  “Based on current operating conditions, we expect material margins to improve in the second half of our fiscal year relative to the first fiscal half.”

 

Mr. Morgan concluded by saying, “We are committed to and focused on our long term growth strategy.  Our acquired platforms have provided us with expanded market access, and we expect that growth from these channels, our efforts to diversify our retail exposure, and continued focus on food processing and other key verticals in our Sales and Service organization will drive future profitable growth.”

 

Adjustments to Reported Results

 

The following table provides a reconciliation of adjusted earnings per diluted share to reported (GAAP) diluted earnings per share:

 

 

 

Three Months Ended
November 30,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Reported (GAAP) Diluted Earnings Per Share

 

$

0.16

 

$

0.22

 

Incremental expense due to increased basis of acquired inventories

 

 

0.02

 

Restructuring charges

 

 

0.02

 

Adjusted Diluted Earnings Per Share (a)(b)

 

$

0.16

 

$

0.27

 

 


(a) We provide adjusted results that exclude restructuring charges, acquisition costs and other special items to reflect the impact of our initiatives to improve productivity. We provide adjusted information as an addition to, and not as a substitute for, financial measures presented in accordance with GAAP. We believe the adjusted presentation is a beneficial supplemental disclosure to investors in analyzing and assessing our past and future performance.

 

(b) Rounding may affect summary presentation of adjusted diluted earnings per share totals.

 

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 may or may not be referenced in this press release, including adjusted gross profit, adjusted EBITDA, adjusted net income, and adjusted diluted earnings per share. 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.

 



 

A more detailed discussion of our 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 our website at www.zepinc.com.

 

Conference Call

 

As previously announced, the Company will host a conference call to discuss first quarter operating results on Monday, January 9, 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 719-325-2320, access code: 2114760.  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 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(R), Zep Commercial(R), Zep Professional(TM), Enforcer(R), National Chemical(R), Selig(TM), Misty(R), Next Dimension(TM), Petro(R), i-Chem(R), TimeMist(R), TimeWick, MicrobeMax(TM), Country Vet(R), Konk(TM), Niagara National(TM) and a number of private labeled brands. Some of Zep’s brands have been in existence since the Company’s 1937 founding. Zep Inc.’s headquarters are 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

 

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, expected margin improvement, 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.

 



 

Zep Inc.

CONSOLIDATED BALANCE SHEETS

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

 

 

 

NOVEMBER 30, 2011

 

AUGUST 31, 2011

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

4,000

 

$

7,219

 

Accounts receivable, less reserve for doubtful accounts of $4,321 at November 30, 2011 and $4,515 at August 31, 2011

 

85,112

 

95,681

 

Inventories

 

68,192

 

61,147

 

Deferred income taxes

 

8,101

 

8,169

 

Prepayments and other current assets

 

12,977

 

9,896

 

Total Current Assets

 

178,382

 

182,112

 

Property, Plant, and Equipment, at cost:

 

 

 

 

 

Land

 

4,518

 

4,535

 

Buildings and leasehold improvements

 

59,496

 

59,529

 

Machinery and equipment

 

101,719

 

100,029

 

Total Property, Plant, and Equipment

 

165,733

 

164,093

 

Less - Accumulated depreciation and amortization

 

96,814

 

96,225

 

Property, Plant, and Equipment, net

 

68,919

 

67,868

 

Other Assets:

 

 

 

 

 

Goodwill

 

84,112

 

84,418

 

Identifiable intangible assets

 

64,027

 

65,136

 

Deferred income taxes

 

959

 

1,020

 

Other long-term assets

 

3,005

 

3,215

 

Total Other Assets

 

152,103

 

153,789

 

Total Assets

 

$

399,404

 

$

403,769

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Current maturities of long-term debt

 

$

15,000

 

$

15,000

 

Accounts payable

 

55,628

 

56,821

 

Accrued compensation

 

18,146

 

18,161

 

Other accrued liabilities

 

24,640

 

27,482

 

Total Current Liabilities

 

113,414

 

117,464

 

Long-term debt, less current maturities

 

104,575

 

104,650

 

Deferred Income Taxes

 

6,172

 

6,224

 

Self-Insurance Reserves, less current portion

 

3,441

 

3,443

 

Other Long-Term Liabilities

 

22,108

 

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; 21,736,873 issued and outstanding at November 30, 2011, and 21,631,850 issued and outstanding at August 31, 2011

 

217

 

216

 

Paid-in capital

 

93,850

 

92,925

 

Retained earnings

 

41,668

 

38,970

 

Accumulated other comprehensive income items

 

13,959

 

17,012

 

Total Stockholders’ Equity

 

149,694

 

149,123

 

Total Liabilities and Stockholders’ Equity

 

$

399,404

 

$

403,769

 

 



 

Zep Inc.

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(In thousands, except per-share data)

 

 

 

THREE MONTHS ENDED
NOVEMBER 30,

 

 

 

2011

 

2010

 

Net Sales

 

$

153,498

 

$

157,441

 

Cost of Products Sold

 

80,571

 

79,390

 

Gross Profit

 

72,927

 

78,051

 

Selling, Distribution, and Administrative Expenses

 

65,521

 

67,673

 

Restructuring Charges

 

 

718

 

Operating Profit

 

7,406

 

9,660

 

Other Expense (Income):

 

 

 

 

 

Interest expense, net

 

1,432

 

1,872

 

Loss (Gain) on foreign currency transactions

 

250

 

(161

)

Miscellaneous expense, net

 

167

 

100

 

Total Other Expense

 

1,849

 

1,811

 

Income before Provision for Income Taxes

 

5,557

 

7,849

 

Provision for Income Taxes

 

1,978

 

2,910

 

Net Income

 

$

3,579

 

$

4,939

 

Earnings Per Share:

 

 

 

 

 

Basic Earnings per Share

 

$

0.16

 

$

0.23

 

Basic Weighted Average Number of Shares Outstanding

 

21,704

 

21,387

 

Diluted Earnings per Share

 

$

0.16

 

$

0.22

 

Diluted Weighted Average Number of Shares Outstanding

 

22,041

 

21,871

 

Dividends Declared per Share

 

$

0.04

 

$

0.04

 

 



 

Zep Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

 

 

 

THREE MONTHS ENDED
NOVEMBER 30,

 

 

 

2011

 

2010

 

Cash Provided by Operating Activities:

 

 

 

 

 

Net income

 

$

3,579

 

$

4,939

 

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

 

 

 

 

 

Depreciation and amortization

 

3,465

 

3,563

 

Gain on disposal of fixed assets

 

(43

)

 

Excess tax benefits from share-based payments

 

(6

)

(231

)

Other non-cash charges

 

869

 

854

 

Deferred income taxes

 

78

 

882

 

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

 

 

 

 

 

Accounts receivable

 

8,939

 

8,137

 

Inventories

 

(7,629

)

(4,870

)

Prepayments and other current assets

 

(3,190

)

(1,507

)

Accounts payable

 

(580

)

(2,770

)

Accrued compensation and other current liabilities

 

(2,249

)

(3,235

)

Self insurance and other long-term liabilities

 

(760

)

(377

)

Other assets

 

(825

)

(852

)

Net Cash Provided by Operating Activities

 

1,648

 

4,533

 

Cash Used for Investing Activities:

 

 

 

 

 

Purchases of property, plant, and equipment

 

(3,767

)

(1,623

)

Acquisitions

 

 

(74,342

)

Proceeds from sale of property, plant, and equipment

 

43

 

 

Net Cash Used for Investing Activities

 

(3,724

)

(75,965

)

Cash (Used for) Provided by Financing Activities:

 

 

 

 

 

Proceeds from credit facility borrowings

 

93,300

 

144,500

 

Repayments of borrowings from credit facility

 

(93,375

)

(83,675

)

Employee stock issuances

 

58

 

99

 

Excess tax benefits from share-based payments

 

6

 

231

 

Dividend payments

 

(881

)

(871

)

Net Cash (Used for) Provided by Financing Activities

 

(892

)

60,284

 

Effect of Exchange Rate Changes on Cash

 

(251

)

637

 

Net Change in Cash and Cash Equivalents

 

(3,219

)

(10,511

)

Cash and Cash Equivalents at Beginning of Period

 

7,219

 

25,257

 

Cash and Cash Equivalents at End of Period

 

$

4,000

 

$

14,746

 

 



 

Zep Inc.

RECONCILIATION OF NON-GAAP MEASURES

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

 

 

 

Three Months Ended
November 30,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Reported (GAAP) Gross Profit

 

$

72,927

 

$

78,051

 

Incremental expense due to increased basis of acquired inventories (a)

 

 

807

 

 

 

 

 

 

 

Adjusted Gross Profit

 

$

72,927

 

$

78,858

 

 

 

 

 

 

 

Adjusted Gross Profit Margin

 

47.5

%

50.1

%

 

 

 

Three Months Ended
November 30,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Reported (GAAP) Net Income

 

$

3,579

 

$

4,939

 

 

 

 

 

 

 

Interest expense, net

 

1,432

 

1,872

 

Provision for Income Taxes

 

1,978

 

2,910

 

Depreciation and Amortization

 

3,465

 

3,563

 

 

 

 

 

 

 

EBITDA

 

$

10,454

 

$

13,284

 

Incremental expense due to increased basis of acquired inventories (a)

 

 

807

 

Restructuring charges (b)

 

 

718

 

Adjusted EBITDA

 

$

10,454

 

$

14,809

 

 

 

 

 

 

 

Adjusted EBITDA Margin

 

6.8

%

9.4

%

 

 

 

Three Months Ended
November 30,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Reported (GAAP) Net Income

 

$

3,579

 

$

4,939

 

 

 

 

 

 

 

Incremental expense due to increased basis of acquired inventories (a)

 

 

508

 

Restructuring charges (b)

 

 

452

 

Adjusted Net Income

 

$

3,579

 

$

5,899

 

 

 

 

Three Months Ended
November 30,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Reported (GAAP) Diluted Earnings Per Share

 

$

0.16

 

$

0.22

 

 

 

 

 

 

 

Incremental expense due to increased basis of acquired inventories (a)

 

 

0.02

 

Restructuring charges (b)

 

 

0.02

 

Adjusted Diluted Earnings Per Share (c)

 

$

0.16

 

$

0.27

 

 


(a)          Under the purchase method of accounting, the total purchase price for certain assets and liabilities of Waterbury Companies, Inc. has been allocated to net tangible and intangible assets based on their estimated fair values as of the September 2, 2010 closing date of the acquisition. The estimated fair value of acquired finished goods inventories exceeded the historical net book value for such goods by $1.0 million. As a result of this step-up in asset basis, we recognized an increase of cost of goods sold totaling $0.8 million in the first fiscal quarter of 2011.

(b)         In the first quarter of fiscal 2011, we recorded a restructuring charge of $0.7 million for costs associated with facility consolidations and non-sales related headcount reductions.  .

(c)          Rounding may affect summary presentation of adjusted diluted earnings per share totals.