VALVOLINE INC
For the period ended Sep 30, 2024. Filed Nov 22, 2024.
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FY2024 · Filed Nov 22, 2024
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Leasing
NOTE 6 –LEASE COMMITMENTS
The following table presents the Company's lease balances as of September 30:
| (In millions) | Location in Consolidated Balance Sheets | 2024 | 2023 |
|---|---|---|---|
| Assets | |||
| Operating lease assets | Operating lease assets | $298.6 | $266.5 |
| Finance lease assets | Property, plant and equipment, net | 261.7 | 240.0 |
| Amortization of finance lease assets | Property, plant and equipment, net | (67.4) | (50.0) |
| Total leased assets | $492.9 | $456.5 | |
| Liabilities | |||
| Current | |||
| Operating lease liabilities | Accrued expenses and other liabilities | $31.2 | $29.2 |
| Finance lease liabilities | Accrued expenses and other liabilities | 13.4 | 12.3 |
| Noncurrent | |||
| Operating lease liabilities | Operating lease liabilities | 279.7 | 247.3 |
| Finance lease liabilities | Other noncurrent liabilities | 207.3 | 198.9 |
| Total lease liabilities | $531.6 | $487.7 | |
The following table presents the components of total lease costs for the years ended September 30:
| (In millions) | Location in Consolidated Statements of Comprehensive Income | 2024 | 2023 |
|---|---|---|---|
| Operating lease cost | Cost of sales and Selling, general and administrative expenses | $45.8 | $40.7 |
| Finance lease costs | |||
| Amortization of lease assets | Cost of sales | 17.4 | 15.8 |
| Interest on lease liabilities | Net interest and other financing expenses | 11.1 | 10.2 |
| Variable lease cost | Cost of sales and Selling, general and administrative expenses | 3.7 | 3.7 |
| Sublease income | Other income, net | (9.3) | (7.6) |
| Total lease cost | $68.7 | $62.8 | |
Other information related to the Company's leases follows for the years ended September 30:
| (In millions) | 2024 | 2023 |
|---|---|---|
| Cash paid for amounts included in the measurement of lease liabilities: | ||
| Operating cash flows from operating leases (a) | $43.1 | $38.7 |
| Operating cash flows from finance leases | $11.1 | $10.2 |
| Financing cash flows from finance leases | $12.0 | $10.8 |
| Lease assets obtained in exchange for lease obligations: | ||
| Operating leases | $63.4 | $46.4 |
| Finance leases | $22.4 | $21.3 |
(a)Included within the change in Other assets and liabilities within the Consolidated Statements of Cash Flows offset by noncash operating lease asset amortization and liability accretion.
The following table reconciles the undiscounted cash flows for the next five fiscal years ended September 30 and thereafter to the operating and finance lease liabilities recorded within the Consolidated Balance Sheet as of September 30, 2024:
| (In millions) | Operating leases | Finance leases |
|---|---|---|
| 2025 | $45.9 | $24.1 |
| 2026 | 44.9 | 25.0 |
| 2027 | 42.6 | 25.1 |
| 2028 | 39.9 | 25.3 |
| 2029 | 37.2 | 25.1 |
| Thereafter | 193.1 | 171.5 |
| Total future lease payments | 403.6 | 296.1 |
| Imputed interest | 92.7 | 75.4 |
| Present value of lease liabilities | $310.9 | $220.7 |
As of September 30, 2024, Valvoline has additional leases primarily related to its retail service center stores that have not yet commenced with approximately $30.1 million in undiscounted future lease payments that are not included in the table above. These leases are expected to commence over the next twelve months and generally have lease terms of 15 years.
The weighted average remaining lease terms and interest rates as of September 30, 2024 were:
| Operating leases | Finance leases | |
|---|---|---|
| Weighted average remaining lease term (in years) | 9.9 | 11.7 |
| Weighted average discount rate | 5.1% | 5.3% |
NOTE 7 –INTANGIBLE ASSETS
Goodwill
The following summarizes the changes in the carrying amount of goodwill during fiscal 2024 and 2023:
| (In millions) | |
|---|---|
| Balance at September 30, 2022 | $548.2 |
| Acquisitions | 29.0 |
| Currency translation | 0.8 |
| Balance at September 30, 2023 | 578.0 |
| Acquisitions | 44.3 |
| Currency translation | (0.1) |
| Dispositions | (6.9) |
| Balance at September 30, 2024 | $615.3 |
Other intangible assets
Valvoline’s purchased intangible assets were specifically identified when acquired, have finite lives, and are reported in Goodwill and intangibles, net within the Consolidated Balance Sheets. The following summarizes the gross carrying amounts and accumulated amortization of the Company’s intangible assets as of September 30:
| (In millions) | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| Gross carrying amount | Accumulated amortization | Net carrying amount | Gross carrying amount | Accumulated amortization | Net carrying amount | |
| Definite-lived intangible assets | ||||||
| Trademarks and trade names | $29.2 | $(11.4) | $17.8 | $29.6 | $(10.5) | $19.1 |
| Reacquired franchise rights | 122.2 | (58.7) | 63.5 | 122.1 | (49.4) | 72.7 |
| Customer relationships | 15.1 | (7.9) | 7.2 | 16.8 | (8.3) | 8.5 |
| Other intangible assets | 7.0 | (5.2) | 1.8 | 6.9 | (4.6) | 2.3 |
| Total definite-lived intangible assets | $173.5 | $(83.2) | $90.3 | $175.4 | $(72.8) | $102.6 |
The table that follows summarizes amortization expense (actual and estimated) for the Company's current intangible assets for the years ended September 30:
| (In millions) · Actual · Estimated | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2025 | 2026 | 2027 | 2028 | 2029 | |
| Amortization expense | $16.7 | $15.3 | $12.3 | $11.7 | $11.6 | $11.3 |
NOTE 8 –DEBT
The following table summarizes Valvoline’s debt as of September 30:
| (In millions) | 2024 | 2023 |
|---|---|---|
| 2031 Notes | $535.0 | $535.0 |
| 2030 Notes | — | 600.0 |
| Term Loan | 439.4 | 463.1 |
| Revolver | 125.0 | — |
| Debt issuance costs and discounts | (5.6) | (12.0) |
| Total debt | 1,093.8 | 1,586.1 |
| Current portion of long-term debt | 23.8 | 23.8 |
| Long-term debt | $1,070.0 | $1,562.3 |
Senior Notes
The Company's outstanding fixed rate senior notes as of September 30, 2024 consist of 3.625% senior unsecured notes due 2031 with an aggregate principal amount of $535.0 million (the “2031 Notes”). The 2031 Notes are subject to customary events of default for similar debt securities, which if triggered may accelerate payment of principal, premium, if any, and accrued but unpaid interest. If a change of control repurchase event occurs, Valvoline may be required to offer to purchase the 2031 Notes from the holders thereof. The 2031 Notes are not otherwise required to be repaid prior to maturity, although they may be redeemed at the option of Valvoline at any time prior to maturity in the manner specified in the governing indentures. In April 2024, the Company repurchased the 2030 Notes described in more detail below.
2030 Notes
On April 16, 2024, Valvoline completed a tender offer (the “Debt Tender Offer”) with 99.7% of the outstanding principal amount tendered by the holders of the 2030 Notes. The Debt Tender Offer was made to comply with the requirements of the asset sale covenant under the indenture governing the 2030 Notes in connection with the sale of Global Products and Valvoline’s use of the related net proceeds. The Company used cash and cash equivalents on hand, in addition to borrowing $175.0 million on the Revolver to facilitate the $598.3 million purchase of the 2030 Notes at par, plus accrued and unpaid interest, and cancelled the 2030 Notes accepted for purchase. The Company elected to repurchase the remaining balance outstanding of $1.7 million on April 29, 2024 pursuant to the terms and conditions of the indenture governing the 2030 Notes. In connection with the completion of the Debt Tender Offer, Valvoline recognized a loss on extinguishment of the 2030 Notes of $5.1 million within Net interest and other financing expenses in the Consolidated Statements of Comprehensive Income during the year ended September 30, 2024, comprised of the write-off of related unamortized debt issuance costs and discounts.
Senior Credit Agreement
Key terms and conditions
In December 2022, Valvoline amended the Senior Credit Agreement, which became effective March 1, 2023 commensurate with the sale of Global Products. The Senior Credit Agreement provides an aggregate principal amount of $950.0 million in senior secured credit facilities comprised of (i) afive-year $475.0 million term loan facility (the “Term Loan”) and (ii) afive-year $475.0 million revolving credit facility (the “Revolver”), including a $100.0 million letter of credit sublimit.
The principal amount of the Term Loan under the Senior Credit Agreement is required to be repaid in quarterly installments of approximately $5.9 million beginning with the first fiscal quarter after the sale of Global Products, with the remainder due at maturity and prepayment required in the amount of the net cash proceeds from certain events. Amounts outstanding under the Senior Credit Agreement may be prepaid at any time, and from time to time, in whole or part, without premium or penalty. At Valvoline’s option, amounts outstanding under the Senior Credit Agreement will bear interest at either the Secured Overnight Financing Rate (“SOFR”) or an alternate base rate, in each case plus the applicable interest rate margin. The interest rate will fluctuate between SOFR plus 1.375% per year and SOFR plus 2.250% per year (or between the alternate base rate plus 0.375% per year and the alternate base rate plus 1.250% per year), based upon Valvoline’s consolidated total net leverage ratio.
Summary of activity
Proceeds from the Term Loan, in addition to a portion of the proceeds from the sale of Global Products, were used to pay in full the outstanding borrowings under the prior Credit Agreement, including the principal balance of the term loan facility of $445.6 million and outstanding borrowings under the revolving credit facility of $290.0 million, as well as accrued and unpaid interest and fees and expenses related to the amendment. The Company recognized $1.1 million of expense within Net interest and other financing expenses in the Consolidated Statements of Comprehensive Income during the year ended September 30, 2023 associated with the modification of the Credit Agreement, which included accelerated amortization of previously capitalized debt issuance costs.
As of September 30, 2024 and 2023, the Term Loan had an outstanding balance of $439.4 million and $463.1 million, respectively, and $125.0 million outstanding under the Revolver as of September 30, 2024 while there wereno amounts outstanding under the Revolver as of September 30, 2023. Excluding the refinancing of the Term Loan described above, Valvoline made payments on the Term Loan of $23.8 million and $11.9 million during fiscal 2024 and 2023, respectively. The total borrowing capacity remaining under the Revolver was $346.8 million as of September 30, 2024 due to reductions of $125.0 million and $3.2 million for outstanding borrowings and letters of credit, respectively.
Covenants and guarantees
The Company is required to satisfy certain covenants pursuant to its long-term borrowings. These covenants contain customary limitations, including limitations on liens, additional indebtedness, investments, restricted payments, asset sales, mergers, and affiliate transactions. The maintenance of financial covenants as of the end of each fiscal quarter is required, as defined in the Senior Credit Agreement, including: i) a maximum net leverage ratio of 4.5, which is calculated as net debt divided by Adjusted EBITDA and ii) a minimum interest coverage ratio of 3.0, which is calculated as Adjusted EBITDA divided by net interest expense. Cross-default provisions also exist between certain debt instruments. As of September 30, 2024 and 2023, the Company was in compliance with all debt covenants.
Valvoline’s existing and future subsidiaries (other than certain immaterial subsidiaries, joint ventures, special purpose financing subsidiaries, regulated subsidiaries, non-U.S. subsidiaries and certain other subsidiaries) guarantee obligations under the Senior Credit Agreement, which is also secured by a first-priority security interest in substantially all the personal property assets and certain real property assets of Valvoline and the guarantors, including all or a portion of the equity interests of certain of Valvoline’s domestic subsidiaries and first-tier non-U.S. subsidiaries, and in certain cases, a portion of the equity interests of other non-U.S. subsidiaries. Valvoline's subsidiaries that guarantee obligations under its Senior Credit Agreement also guarantee the Senior Notes, which have not been and are not expected to be registered in exchange offers as debt securities.
Long-term debt maturities
The future maturities of debt outstanding as of September 30, 2024, excluding debt issuance costs and discounts, are as follows:
| (In millions) | |
|---|---|
| 2025 | $23.8 |
| 2026 | 23.8 |
| 2027 | 23.7 |
| 2028 | 493.1 |
| 2029 | — |
| Thereafter | 535.0 |
| Total | $1,099.4 |
NOTE 9 –INCOME TAXES
Components of income tax expense
Income tax expense consisted of the following for the years ended September 30:
| (In millions) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Current | |||
| Federal | $34.7 | $8.0 | $9.4 |
| State | 8.3 | (5.5) | 4.3 |
| Non-U.S. | 2.6 | 1.0 | 3.0 |
| 45.6 | 3.5 | 16.7 | |
| Deferred | |||
| Federal | 20.8 | 36.8 | 16.2 |
| State | 2.7 | (3.2) | 1.3 |
| Non-U.S. | — | — | 0.5 |
| 23.5 | 33.6 | 18.0 | |
| Income tax expense | $69.1 | $37.1 | $34.7 |
The following presents pre-tax income and the principal components of the reconciliation between the effective tax rate and the U.S. federal statutory income tax rate in effect for the years ended September 30:
| (In millions) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Income before income taxes | |||
| United States | $286.5 | $242.7 | $119.1 |
| Non-U.S. | (2.9) | (6.2) | 25.0 |
| Total income before income taxes | $283.6 | $236.5 | $144.1 |
| U.S. statutory tax rate | 21% | 21% | 21% |
| Income taxes computed at U.S. statutory tax rate | $59.6 | $49.7 | $30.3 |
| (Decrease) increase in amount computed resulting from: | |||
| Unrecognized tax benefits | 0.1 | 0.1 | 0.1 |
| State taxes, net of federal benefit | 9.2 | 11.2 | 5.2 |
| International rate differential | (0.1) | 0.1 | (0.4) |
| Permanent items | 1.7 | 0.1 | (1.0) |
| Remeasurement of net deferred taxes | (0.1) | (1.1) | (0.5) |
| Return-to-provision adjustments | (0.7) | (0.9) | (0.4) |
| Change in valuation allowances | (1.7) | (27.7) | 1.8 |
| Tax Matters Agreement activity | — | 5.4 | — |
| Other | 1.1 | 0.2 | (0.4) |
| Income tax expense | $69.1 | $37.1 | $34.7 |
| Effective tax rate | 24.4% | 15.7% | 24.1% |
The higher effective tax rate in fiscal 2024 is primarily due to more normalized activity compared to the prior year period, which included a $29.0 million income tax benefit. This benefit resulted from the release of a valuation allowance due to the change in expectations regarding the utilization of certain legacy tax attributes as a result of the terms of the amended tax matters agreement with Valvoline’s former parent company. Higher pre-tax income in fiscal 2023 compared to fiscal 2022 led to increased tax expense, which was more than offset by the benefit from the valuation allowance release, driving a lower effective tax rate in fiscal 2023.
Deferred taxes
A summary of the deferred tax assets and liabilities included in the Consolidated Balance Sheets follows as of September 30:
| (In millions) | 2024 | 2023 |
|---|---|---|
| Deferred tax assets | ||
| Non-U.S. net operating loss carryforwards (a) | $2.9 | $1.1 |
| State net operating loss carryforwards (b) | 6.9 | 8.2 |
| Employee benefit obligations | 33.9 | 34.6 |
| Compensation accruals | 15.8 | 17.9 |
| Credit carryforwards (c) | 0.3 | 0.3 |
| Operating lease liabilities | 107.9 | 95.2 |
| Other | 10.3 | 12.4 |
| Valuation allowances (d) | (1.0) | (3.0) |
| Net deferred tax assets | 177.0 | 166.7 |
| Deferred tax liabilities | ||
| Goodwill and other intangibles | 25.9 | 19.1 |
| Property, plant and equipment | 154.1 | 134.7 |
| Operating lease assets | 75.4 | 68.1 |
| Other | 0.2 | 0.3 |
| Total deferred tax liabilities | 255.6 | 222.2 |
| Total net deferred tax liabilities (e) | $(78.6) | $(55.5) |
(a)Gross non-U.S. net operating loss carryforwards of $10.6 million expire in fiscal years 2039 to 2044.
(b)Apportioned gross state net operating loss carryforwards of $130.2 million expire in fiscal years 2029 through 2037.
(c)Credit carryforwards consist primarily of state tax credits that generally expire in fiscal years 2025 through 2032.
(d)Valuation allowances at September 30, 2024 primarily relate to nondeductible executive compensation and state net operating loss carryforwards that are not expected to be realized or realizable.
(e)Balances are presented in the Consolidated Balance Sheets based on the net position of each tax jurisdiction.
Tax Matters Agreement
Background
Prior to its initial public offering (the "IPO") in September 2016, the Valvoline business operated as a wholly-owned subsidiary of Ashland Inc. (which together with its predecessors and consolidated subsidiaries is referred to herein as “Ashland”). In advance of the IPO, the Valvoline business and certain other legacy Ashland assets and liabilities were transferred from Ashland to Valvoline as a reorganization of entities under common Ashland control (the "Contribution"). In connection with the IPO, Ashland retained 83% of the total outstanding shares of Valvoline's common stock. On May 12, 2017, Ashland distributed its interest in Valvoline to Ashland stockholders through a pro rata dividend on shares of Ashland common stock outstanding (the "Distribution"), which marked the completion of Valvoline's separation from Ashland.
For the periods prior to the Distribution, Valvoline was included in Ashland’s consolidated U.S. and state income tax returns and in the income tax returns of certain Ashland international subsidiaries (collectively, the “Ashland Group Returns”). For the taxable periods that began on and after the Distribution, Valvoline files tax returns that include only Valvoline and its subsidiaries.
Key terms and conditions
An agreement (the "Tax Matters Agreement") was entered into in September 2016 between Valvoline and Ashland, that generally provides that Valvoline indemnify Ashland for the following items:
The utilization of certain legacy tax attributes transferred from Ashland as the resultof the Contribution;
Taxes for the pre-IPO period that arise on audit or examination and are directly attributable to the Valvoline business;
Certain U.S. federal, state or local taxes for the pre-IPO period of Ashland and/or its subsidiaries that arise on audit or examination and are not directly attributable to either the Valvoline business or the Ashland chemicals business;
Taxes of Valvoline for the period between the IPO and Distribution that are not attributable to Ashland Group Returns (as defined above);
Taxes of Valvoline for all taxable periods that begin on or after the day after the date of the Distribution; and
Certain taxes and expenses resulting from the failure of the Contribution or Distribution to qualify for the intended tax-free treatment.
Summary of activity
Adjustments to the net obligations to Ashland under the Tax Matters Agreement are recorded within Net legacy and separation-related expenses (income), with any resulting impacts to Valvoline's stand-alone income tax provision recorded in Income tax expense within the Consolidated Statements of Comprehensive Income.
During fiscal 2023, Valvoline recognized an income tax benefit of $29.0 million in connection with releasing its valuation allowance. Additionally, Valvoline recognized $25.7 million of expense within Net legacy and separation-related expenses in the Consolidated Statement of Comprehensive Income during fiscal 2023 to reflect its increased estimated indemnity obligation to its former parent as a result of the terms of the amended Tax Matters Agreement.
Total liabilities related to obligations owed to Ashland under the Tax Matters Agreement are primarily recorded in Other noncurrent liabilities in the Consolidated Balance Sheets and were $9.0 million and$10.8 million as of September 30, 2024 and 2023, resp ectively. Given the indemnification of Ashland for periods in which Valvoline was included in Ashland Group Returns, a portion of the Company's liability for unrecognized tax benefits is included in the Tax Matters Agreement obligation. The periods under indemnity that currently remain open to examination include certain U.S. state jurisdictions from fiscal 2018.
Unrecognized tax benefits
The aggregate changes in the balance of gross unrecognized tax benefits were as follows for the years ended September 30:
| (In millions) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Gross unrecognized tax benefits as of October 1 | $35.7 | $8.2 | $8.7 |
| Increases related to tax positions from prior years | 0.1 | 0.6 | 0.1 |
| Decreases related to tax positions from prior years | (2.1) | (0.6) | (0.6) |
| Increases related to tax positions taken during the current year | — | 27.7 | 0.8 |
| Lapses of statutes of limitation | (0.6) | (0.2) | (0.8) |
| Gross unrecognized tax benefits as of September 30 (a) | $33.1 | $35.7 | $8.2 |
(a)These unrecognized tax benefits would favorably impact the continuing operations and discontinued operations effective income tax rates, if recognized. Accruals for interest and penalties were $1.8 million as of September 30, 2024 and 2023, respectively.
In connection with the sale of Global Products, Valvoline established reserves of $27.1 million for gross unrecognized tax benefits as of September 30, 2024. If realized, these unrecognized tax benefits would favorably impact the discontinued operations effective income tax rate.
The Company's U.S. federal income tax returns remain open to examination from fiscal 2019 forward and Canada from fiscal 2020 and forward. Fiscal years including and after 2018 remain open to examination by certain U.S. state jurisdictions.
Because Valvoline is routinely under examination by various taxing authorities, it is reasonably possible that the amount of unrecognized tax benefits will change during fiscal 2025. Due to the complexity and number of open years, it is not practical to estimate the amount or range of such change at this time. Based on current information available, management does not expect a material change to the Company's gross unrecognized tax benefits within fiscal 2025.
NOTE 10 –EMPLOYEE BENEFIT PLANS
Pension and other postretirement plans
The components of pension and other postretirement plans net periodic benefit costs (income) and the assumptions used in this determination are summarized below for the years ended September 30:
| (In millions) | Pension benefits | Other postretirement benefits | ||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | |
| Net periodic benefit costs (income) | ||||||
| Interest cost | $83.4 | $81.8 | $43.0 | $1.2 | $1.2 | $0.7 |
| Expected return on plan assets | (68.4) | (66.9) | (78.6) | — | — | — |
| Amortization of prior service cost (credit) | 0.1 | 0.1 | 0.1 | (2.2) | (2.2) | (2.2) |
| Actuarial (gain) loss | (5.1) | (35.0) | 49.5 | 2.7 | (6.6) | (5.6) |
| Net periodic benefit costs (income) | $10.0 | $(20.0) | $14.0 | $1.7 | $(7.6) | $(7.1) |
| Weighted-average plan assumptions | ||||||
| Discount rate for interest cost | 5.92% | 5.45% | 2.10% | 5.92% | 5.41% | 1.92% |
| Expected long-term rate of return on plan assets | 5.30% | 4.90% | 4.10% | — | — | — |
Valvoline recognizes the change in the fair value of plan assets and net actuarial gains and losses annually in the fourth quarter of each fiscal year and whenever a plan is determined to qualify for remeasurement. These gains and losses are reported within Net pension and other postretirement plan expense (income) in the Consolidated Statements of Comprehensive Income and included a gain of $2.4 million for the year ended September 30, 2024, a gain of $41.6 million for the year ended September 30, 2023, and a loss of $43.9 million for the year ended September 30, 2022.
The fiscal 2024 gain was primarily attributed to lower discounts rates, partially offset by higher-than-expected returns on plan assets. The fiscal 2023 gain was primarily attributed to an increase in discount rates, partially offset by lower-than-expected returns on plan assets. The fiscal 2022 loss was primarily attributed to lower-than-expected returns on plan assets, partially offset by higher discount rates.
The following table summarizes the net periodic benefit loss (income) and the amortization of prior service credits recognized during the years ended September 30:
| (In millions) | Pension benefits | Other postretirement benefits | ||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | |
| Amortization of prior service credits recognized in Accumulated other comprehensive income | $(0.1) | $(0.1) | $(0.1) | $2.2 | $2.2 | $2.2 |
| Net periodic benefit loss (income) | 10.0 | (20.0) | 14.0 | 1.7 | (7.6) | (7.1) |
| Total pre-tax amount recognized in comprehensive loss (income) | $9.9 | $(20.1) | $13.9 | $3.9 | $(5.4) | $(4.9) |
Obligations and funded status
Changes in benefit obligations and the fair value of plan assets, as well as key assumptions used to determine the benefit obligations, and the amounts in the Consolidated Balance Sheets for the Company’s pension and other postretirement benefit plans are summarized below as of September 30:
| (In millions) · Pension benefits · Other postretirement benefits | |||||
|---|---|---|---|---|---|
| 2024 · 2023 · 2024 · 2023 | |||||
| Change in benefit obligations | |||||
| Benefit obligations as of October 1 | $1,478.1 | $1,585.2 | $22.3 | $30.7 | |
| Interest cost | 83.4 | 81.8 | 1.2 | 1.2 | |
| Benefits paid | (130.6) | (130.4) | (2.4) | (3.0) | |
| Actuarial loss (gain) | 140.0 | (52.7) | 2.7 | (6.6) | |
| Transfers in | 1.6 | 4.4 | — | — | |
| Settlements | (6.8) | (10.2) | — | — | |
| Benefit obligations as of September 30 | $1,565.7 | $1,478.1 | $23.8 | $22.3 | |
| Change in plan assets | |||||
| Fair value of plan assets as of October 1 | $1,361.0 | $1,438.1 | $— | $— | |
| Actual return on plan assets | 213.5 | 41.3 | — | — | |
| Employer contributions | 14.2 | 17.8 | 2.4 | 3.0 | |
| Benefits paid | (130.6) | (130.4) | (2.4) | (3.0) | |
| Settlements | (6.8) | (10.2) | — | — | |
| Transfers in | 1.6 | 4.4 | — | — | |
| Fair value of plan assets as of September 30 | $1,452.9 | $1,361.0 | $— | $— | |
| Unfunded status of the plans as of September 30 | $112.8 | $117.1 | $23.8 | $22.3 | |
| (In millions) | Pension benefits | Other postretirement benefits | |||
| 2024 · 2023 · 2024 · 2023 | |||||
| Amounts in the Consolidated Balance Sheets | |||||
| Noncurrent benefit assets (a) | $49.0 | $38.6 | $— | $— | |
| Current benefit liabilities (b) | 7.1 | 7.7 | 2.7 | 2.6 | |
| Noncurrent benefit liabilities (c) | 154.7 | 148.0 | 21.1 | 19.7 | |
| Total benefit liabilities | 161.8 | 155.7 | 23.8 | 22.3 | |
| Net liabilities recognized | $112.8 | $117.1 | $23.8 | $22.3 | |
| Balance in Accumulated other comprehensive loss | |||||
| Prior service cost (credit) | $1.1 | $1.1 | $(14.4) | $(16.7) | |
| Weighted-average plan assumptions | |||||
| Discount rate | 4.94% | 5.98% | 4.89% | 5.98% | |
| Healthcare cost trend rate (d) | — | — | 7.2% | 5.5% | |
(a)Noncurrent benefit assets are recorded in Other noncurrent assets within the Consolidated Balance Sheets.
(b)Current benefit liabilities are recorded in Accrued expenses and other liabilities within the Consolidated Balance Sheets.
(c)Noncurrent benefit liabilities are recorded in Employee benefit obligations within the Consolidated Balance Sheets.
(d)The assumed pre-65 health care cost trend rate continues to be reduced to 4.0% in 2049 and thereafter.
Accumulated benefit obligation
The accumulated benefit obligation for all pension plans was $1.6 billion and $1.5 billion as of September 30, 2024 and 2023, respectively. Pension plans with projected and accumulated benefit obligations in excess of the fair value of plan assets follows for the Company’s plans as of September 30:
| (In millions) | 2024 | 2023 | ||
|---|---|---|---|---|
| Benefit obligation | Plan assets | Benefit obligation | Plan assets | |
| Plans with projected and accumulated benefit obligations in excess of plan assets | $1,146.0 | $984.1 | $1,101.7 | $946.0 |
Plan assets
Pension plan asset investments and their level within the fair value hierarchy is summarized below as of:
| (In millions) | September 30, 2024 | ||||
|---|---|---|---|---|---|
| Total fair value | Level 1 | Level 2 | Level 3 | Assets measured at NAV | |
| Cash and cash equivalents | $25.4 | $25.4 | $— | $— | $— |
| U.S. government securities and futures | 49.6 | — | 49.6 | — | — |
| Other government securities | 42.1 | — | 42.1 | — | — |
| Corporate debt instruments | 1,108.4 | — | 1,108.4 | — | — |
| Private equity and hedge funds | 1.2 | — | — | — | 1.2 |
| Collective trust funds | 216.0 | — | — | — | 216.0 |
| Other investments | 10.2 | — | 10.2 | — | — |
| Total assets at fair value | $1,452.9 | $25.4 | $1,210.3 | $— | $217.2 |
| (In millions) | September 30, 2023 | ||||
|---|---|---|---|---|---|
| Total fair value | Level 1 | Level 2 | Level 3 | Assets measured at NAV | |
| Cash and cash equivalents | $21.5 | $21.5 | $— | $— | $— |
| U.S. government securities and futures | 63.1 | — | 63.1 | — | — |
| Other government securities | 33.1 | — | 33.1 | — | — |
| Corporate debt instruments | 1,055.4 | — | 1,055.4 | — | — |
| Private equity and hedge funds | 4.4 | — | — | — | 4.4 |
| Collective trust funds | 176.9 | — | — | — | 176.9 |
| Other investments | 6.6 | — | 6.6 | — | — |
| Total assets at fair value | $1,361.0 | $21.5 | $1,158.2 | $— | $181.3 |
The carrying value of cash and cash equivalents approximates fair value.
Government securities
Government securities are valued based on Level 2 inputs, which include yields available for comparable securities of issuers with similar credit ratings.
Corporate debt instruments
Corporate debt instruments are valued based on Level 2 inputs that are observable in the market or may be derived principally from, or corroborated by, recently executed transactions, observable market data such as pricing for similar securities, cash flow models with yield curves, counterparty credit ratings, and credit spreads applied using the maturity and coupon interest rate terms of the debt instrument.
Private equity and hedge funds
Private equity and hedge funds primarily represent alternative investments not traded on an active market which are valued at the NAV per share determined by the manager of the fund based on the fair value of the underlying net assets owned by the fund divided by the number of shares or units outstanding.
Collective trust funds
Collective trust funds are comprised of a diversified portfolio of investments across various asset classes, including U.S. and international equities, fixed-income securities, commodities and currencies. The collective trust funds are valued using a NAV provided by the manager of each fund, which is based on the underlying net assets owned by the fund, divided by the number of shares outstanding.
Other investments
Other investments are primarily comprised of swaps that are valued using closing market swap curves and market derived inputs.
The following summarizes investments for which fair value is measured using the NAV per share practical expedient as of September 30, 2024:
| (In millions) | Fair value at NAV | Unfunded commitments | Redemption frequency (if currently eligible) | Redemption notice period |
|---|---|---|---|---|
| Relative value hedge funds | $0.1 | $— | None (a) | None (a) |
| Event driven hedge funds | 0.3 | — | None (a) | None (a) |
| Collective trust funds | 216.0 | — | Daily | Up to 3 days |
| Private equity | 0.8 | 1.6 | None (b) | None (b) |
| Total | $217.2 | $1.6 | ||
(a)These hedge funds are in the process of liquidation and the timing is unknown.
(b)These private equity instruments are estimated to be liquidated over the next 1 to 5 years.
Investments and strategy
In developing an investment strategy for its defined benefit plans, Valvoline considered the following factors: the nature of the liabilities of the plans; the allocation of liabilities between active, deferred and retired plan participants; the funded status of the plans; the applicable investment horizon; the respective size of the plans; and historical and expected investment returns. Valvoline’s pension plan assets are managed by outside investment managers,
which are monitored against investment benchmark returns and Valvoline's established investment strategy. Investment managers are selected based on an analysis of, among other things, their investment process, historical investment results, frequency of management turnover, cost structure, and assets under management. Assets are periodically reallocated between investment managers to optimize returns and maintain an appropriate asset mix and diversification of investments.
The current target asset allocation for the plans is 90% fixed income securities and 10% equity-based securities. Fixed income securities are liability matching assets that primarily include long duration, high grade corporate debt obligations. Equity-based securities are return-seeking assets that include both traditional equities as well as a mix of non-traditional assets such as hedge and commingled funds and private equity. Investment managers may employ a limited use of futures or other derivatives to manage risk within the portfolio through efficient exposure to markets. Valvoline’s pension plans hold a variety of investments designed to diversify risk and achieve an adequate net investment return to provide for future benefit payments to its participants.
The weighted-average asset allocations for Valvoline’s plans by asset category follow as of September 30:
| Target | 2024 | 2023 | |
|---|---|---|---|
| Plan assets allocation | |||
| Equity securities | 3-10% | 7% | 7% |
| Debt securities | 80-100% | 92% | 92% |
| Other | 0-10% | 1% | 1% |
| Total | 100% | 100% | |
The basis for determining the expected long-term rate of return is a combination of future return assumptions for the various asset classes in Valvoline’s investment portfolio based on active management, historical analysis of previous returns, market indices, and a projection of inflation, net of plan expenses.
Funding and benefit payments
Valvoline contributed $14.2 million and $17.8 million to its pension plans during fiscal 2024 and 2023, respectively. Valvoline doesnot plan to contribute to its qualified pension plans in fiscal 2025 and expects to contribute approximately $7.1 million to its non-qualified pension plans.
The following benefit payments, which reflect future service expectations, are projected to be paid in each of the next five fiscal years ended September 30 and the five fiscal years thereafter in aggregate:
| (In millions) | Pension benefits | Other postretirement benefits |
|---|---|---|
| 2025 | $136.3 | $2.6 |
| 2026 | 135.1 | 2.3 |
| 2027 | 133.1 | 2.1 |
| 2028 | 130.0 | 2.1 |
| 2029 | 128.7 | 2.0 |
| 2028 - 2032 | 592.5 | 8.7 |
| Total | $1,255.7 | $19.8 |
Other plans
Defined contribution and other defined benefit plans
Valvoline sponsors certain defined contribution savings plans that provide matching contributions. Expense associated with these plans was $14.1 million in fiscal 2024, $12.5 million in fiscal 2023 and $15.9 million in fiscal 2022.
Valvoline also sponsors a long-term disability benefit plan. Total liabilities associated with this plan were $0.6 million and $1.0 million as of September 30, 2024 and 2023, respectively.
Incentive plans
Reserves for incentive plans were $15.8 million and $16.4 million as of September 30, 2024 and 2023, respectively.
NOTE 11 –LITIGATION, CLAIMS AND CONTINGENCIES
From time to time, Valvoline is party to lawsuits, claims and other legal proceedings that arise in the ordinary course of business. The Company establishes liabilities for the outcome of such matters where losses are determined to be probable and reasonably estimable. Where appropriate, the Company has recorded liabilities with respect to these matters, which were not material for the periods presented as reflected in the consolidated financial statements herein. There are certain claims and legal proceedings pending where loss is not determined to be probable or reasonably estimable, and therefore, accruals have not been made. In addition, there are currently no matters for which management believes a material loss is at least reasonably possible.
In all instances, management has assessed each matter based on current information available and made a judgment concerning its potential outcome, giving due consideration to the amount and nature of the claim and the probability of success. The Company believes it has established adequate accruals for liabilities that are probable and reasonably estimable.
Although the ultimate resolution of these matters cannot be predicted with certainty and there can be no assurances that the actual amounts required to satisfy liabilities from these matters will not exceed the amounts reflected in the consolidated financial statements, based on information available at this time, it is the opinion of management that such pending claims or proceedings will not have a material adverse effect on its consolidated financial statements.
NOTE 12 –STOCK-BASED COMPENSATION PLANS
Valvoline has approved stock-based incentive plans that authorize 21.0 million shares of common stock to be issued, with approximately 8.8 million shares of common stock remaining available for issuance as of September 30, 2024. The Valvoline stock-based incentive plans authorize the grant of stock options, stock appreciation rights (“SARs”), and nonvested stock awards, principally in the form of restricted stock, restricted stock units, and performance share units. The following summarizes stock-based compensation expense recognized by the Company during the years ended September 30:
| (In millions) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Stock appreciation rights | $1.1 | $1.2 | $1.5 |
| Nonvested stock awards | 10.9 | 12.6 | 8.4 |
| Total stock-based compensation expense, pre-tax | 12.0 | 13.8 | 9.9 |
| Tax benefit | (3.0) | (3.5) | (2.5) |
| Total stock-based compensation expense, net of tax | $9.0 | $10.3 | $7.4 |
Stock appreciation rights
SARs are granted to certain Valvoline employees to provide vested award holders with the ability to profit from the appreciation in value of a set number of shares of common stock over a period of time by receiving the differential between the value of the Company's common stock price at the grant and exercise dates. SARs typically vest and become exercisable over a period ofone tothree years and are subject to pre-vesting forfeiture upon service termination. Unexercised SARs generally lapseten years after the grant date. Stock-based compensation expense for SARs is determined using the Black-Scholes option-pricing model to estimate the grant date fair value of new or modified awards.
Nonvested stock awards
Nonvested stock awards in the form of Restricted Stock Awards ("RSAs") and Restricted Stock Units ("RSUs") are granted to certain Valvoline employees and directors. These awards can have service-based or both service and performance-based vesting conditions. Nonvested stock awards generally vest over aone tothree-year period and are subject to forfeiture upon termination of service prior to vesting. Nonvested stock awards are primarily granted as RSUs that settle in shares upon vesting, while RSAs result in share issuance at grant, entitling the award holders to voting rights, though the shares are restricted until vesting. Nonvested stock awards with service-only vesting conditions receive dividend equivalents in the form of additional units or shares, which are subject to vesting and forfeiture provisions.
Nonvested stock awards with both service and performance conditions vest through continued employee service and upon the achievement of specific financial targets subject to adjustment relative to performance among selected industry peer groups. These awards are granted annually and subject to athree-year performance and vesting period. Each performance share unit is convertible to one share of common stock, the actual number of which is dependent upon performance compared to financial and market performance targets at the end of each performance period. Compensation cost for performance-based nonvested stock awards is recognized at fair value over the requisite service period based on the probable achievement of the financial performance conditions.
The following summarizes nonvested stock award activity during the year ended September 30, 2024:
| Number of shares(in thousands) | Weighted average grant date fair value per share | |
|---|---|---|
| Unvested shares as of September 30, 2023 | 1,350.6 | $33.35 |
| Granted | 315.6 | $36.59 |
| Performance adjustments (a) | 22.0 | $38.32 |
| Vested | (468.9) | $35.53 |
| Forfeited | (51.6) | $35.95 |
| Unvested shares as of September 30, 2024 | 1,167.7 | $32.74 |
(a)Adjustments based on current attainment expectations of performance targets.
The fair value of new or modified nonvested stock awards with service-only conditions was determined based on the closing market price of Valvoline common stock on the grant date, and the fair value of performance-based nonvested stock awards that include both financial and market performance conditions was determined using a Monte Carlo simulation valuation model with the following key assumptions:
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Weighted average grant date fair value per share | $38.32 | $35.94 | $33.98 |
| Assumptions (weighted average) | |||
| Risk-free interest rates (a) | 4.6% | 4.3% | 1.6% |
| Expected dividend yield | —% | —% | 1.8% |
| Expected volatility (b) | 28.5% | 43.0% | 41.5% |
| Expected term (in years) | 3.0 | 3.0 | 3.0 |
(a)Based on the U.S. Treasury yield curve in effect at the time of grant or modification for the expected term of the award. The range of risk-free interest rates used for performance awards was 4.54% to 4.83% in fiscal 2024,4.24% to 4.78% in fiscal 2023, and 1.14% to 1.88% in fiscal 2022.
(b)Expected volatility is based on historical volatilities over periods commensurate with the expected term. In recent years, Valvoline utilized its historical daily closing price over this period.
The total grant date fair value of nonvested stock awards vested and the weighted average grant date fair value of nonvested stock awards granted follows for the years ended September 30:
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Total grant date fair value of shares vested | $17.1 | $15.7 | $11.2 |
| Weighted average grant date fair value | $36.59 | $33.98 | $35.32 |
As of September 30,2024, there was $6.9 million of total unrecognized compensation costs related to nonvested stock awards, which is expected to be recognized over a weighted average period of 1.9 years. The aggregate intrinsic value of nonvested stock awards as of September 30, 2024 is $38.2 million.
NOTE 13 -EARNINGS PER SHARE
The following summarizes basic and diluted EPS for the years ended September 30:
| (In millions, except per share data) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Numerator | |||
| Income from continuing operations | $214.5 | $199.4 | $109.4 |
| (Loss) income from discontinued operations, net of tax | (3.0) | 1,220.3 | 314.9 |
| Net income | $211.5 | $1,419.7 | $424.3 |
| Denominator | |||
| Weighted average common shares outstanding | 130.1 | 161.6 | 179.1 |
| Effect of potentially dilutive securities (a) | 0.9 | 1.0 | 1.3 |
| Weighted average diluted shares outstanding | 131.0 | 162.6 | 180.4 |
| Basic earnings per share | |||
| Continuing operations | $1.65 | $1.24 | $0.61 |
| Discontinued operations | (0.02) | 7.55 | 1.76 |
| Basic earnings per share | $1.63 | $8.79 | $2.37 |
| Diluted earnings per share | |||
| Continuing operations | $1.63 | $1.23 | $0.61 |
| Discontinued operations | (0.02) | 7.50 | 1.74 |
| Diluted earnings per share | $1.61 | $8.73 | $2.35 |
(a)There were 0.1 million outstanding securities, primarily SARs, not included in the computation of diluted earnings per share in the year ended September 30, 2024 because the effect would have been antidilutive and 0.2 million for each of the years ended September 30, 2023 and 2022.
NOTE 14 -STOCKHOLDERS' EQUITY
Modified “Dutch auction” tender offer
During fiscal 2023, Valvoline completed a modified “Dutch auction” tender offer and accepted 27.0 million shares for an aggregate purchase price of $1.024 billion, excluding fees and related expenses. Valvoline incurred $16.4 million in fees and expenses, which included $10.2 million for excise taxes on share repurchases. These costs were recognized within Retained earnings during the year ended September 30, 2023 as costs to repurchase the Company’s common stock. Shares repurchased were retired and returned to the status of authorized, unissued shares.
Accumulated other comprehensive income (loss)
Changes in Accumulated other comprehensive income (loss) by component for fiscal years 2024 and 2023 were as follows:
| (In millions) | Unamortized benefit plan credits | Currency translation adjustments | Changes in fair value of cash flow hedges | Total |
|---|---|---|---|---|
| Balance as of September 30, 2022 | $15.1 | $(49.7) | $13.3 | $(21.3) |
| Other comprehensive income before reclassification (loss) | — | 13.1 | (22.8) | (9.7) |
| (Gain) loss reclassified out of accumulated other comprehensive income | (2.2) | 30.7 | 12.7 | 41.2 |
| Tax benefit (expense) | 0.5 | (0.1) | 2.6 | 3.0 |
| Balance as of September 30, 2023 | 13.4 | (6.0) | 5.8 | 13.2 |
| Other comprehensive income before reclassification (loss) | — | (0.4) | (10.0) | (10.4) |
| (Gain) loss reclassified out of accumulated other comprehensive income | (2.1) | 4.4 | 2.3 | 4.6 |
| Tax benefit | 0.4 | 0.2 | 1.9 | 2.5 |
| Balance as of September 30, 2024 | $11.7 | $(1.8) | $— | $9.9 |
Amounts reclassified from Accumulated other comprehensive income (loss) follow for the years ended September 30:
| (in millions) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Amortization of pension and other postretirement plan prior service credits (a) | $(2.1) | $(2.1) | $(2.1) |
| Business disposal (b) | 4.4 | 30.6 | — |
| Loss (gain) on cash flow hedges (c) | 2.3 | 12.7 | 1.4 |
| Tax effect of reclassifications | 2.5 | 3.0 | (3.4) |
| Total amounts reclassified, net of tax | $7.1 | $44.2 | $(4.1) |
(a)Amortization of unrecognized prior service credits included in net periodic benefit income for pension and other postretirement plans was reported in Net pension and other postretirement plan expense (income) within the Consolidated Statements of Comprehensive Income. The Company releases the income tax effects from Accumulated other comprehensive income as benefit plan credits are amortized into earnings.
(b)Reflects the realization of $4.4 million of currency translation losses included in the net assets held for sale upon completing the sale of a former Global Products business in the first quarter of fiscal 2024. Additionally, includes the realization of $30.7 million in currency translation losses and $0.1 million in unamortized pension prior service credits both recognized within (Loss) income from discontinued operations, net of tax in the Consolidated Statement of Comprehensive Income for fiscal 2023.
(c)Represents the realization of gains from cash flow hedges reported in Net interest and other financing expense within the Consolidated Statements of Comprehensive Income.
NOTE 15 –SUPPLEMENTAL BALANCE SHEET INFORMATION
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets to the totals shown within the Consolidated Statements of Cash Flows for the years ended September 30:
| (In millions) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Cash and cash equivalents - continuing operations | $68.3 | $409.1 | $23.4 |
| Cash and cash equivalents - held for sale (a) | — | 4.0 | — |
| Cash and cash equivalents - discontinued operations | — | — | 59.0 |
| Restricted cash - continuing operations (b) | 0.4 | — | — |
| Restricted cash - discontinued operations (c) | — | — | 1.5 |
| Total cash, cash equivalents and restricted cash | $68.7 | $413.1 | $83.9 |
(a)Refer to Note 3 for additional information regarding the asset group classified as held for sale at September 30, 2023.
(b)Included in Prepaid expenses and other current assets within the Consolidated Balance Sheets.
(c)Included in Current assets held for sale with the Consolidated Balance Sheets.
Accounts and other receivables
The following summarizes Valvoline’s accounts and other receivables in the Consolidated Balance Sheets as of September 30:
| (In millions) | 2024 | 2023 |
|---|---|---|
| Current | ||
| Trade | $73.2 | $64.0 |
| Other | 9.1 | 16.3 |
| Notes receivable from franchisees | 5.4 | 1.6 |
| Receivables, gross | 87.7 | 81.9 |
| Allowance for credit losses | (1.3) | (0.6) |
| Receivables, net | $86.4 | $81.3 |
| Non-current (a) | ||
| Notes receivable | $2.5 | $2.3 |
| Other | 4.4 | 7.5 |
| Noncurrent notes receivable, gross | 6.9 | 9.8 |
| Allowance for losses | (2.6) | (2.4) |
| Noncurrent notes receivable, net | $4.3 | $7.4 |
(a) Included in Other noncurrent assets within the Consolidated Balance Sheets.
Property, plant and equipment
The following table summarizes the various components of property, plant and equipment within the Consolidated Balance Sheets as of September 30:
| (In millions) | 2024 | 2023 |
|---|---|---|
| Land | $160.1 | $148.5 |
| Buildings | 869.5 | 725.1 |
| Machinery and equipment | 348.7 | 302.6 |
| Construction in progress | 72.1 | 57.6 |
| Total property, plant and equipment | 1,450.4 | 1,233.8 |
| Accumulated depreciation | (491.7) | (415.5) |
| Net property, plant and equipment | $958.7 | $818.3 |
The following table summarizes finance lease assets included in net property, plant and equipment as of September 30:
| (In millions) | 2024 | 2023 |
|---|---|---|
| Land | $96.1 | $85.4 |
| Buildings | 165.6 | 154.6 |
| Total finance lease assets | 261.7 | 240.0 |
| Accumulated depreciation | (67.4) | (50.0) |
| Net finance lease assets | $194.3 | $190.0 |
Non-cash transactions, including finance leases, recognized within total property, plant and equipment were $18.3 million and $17.5 million during the years ended September 30, 2024 and 2023, respectively.
The following summarizes expense associated with property, plant and equipment recognized within the Consolidated Statements of Comprehensive Income for the years ended September 30:
| (In millions) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Depreciation (includes finance leases) | $89.2 | $72.0 | $54.7 |
Long-lived assets
The following presents long-lived assets comprised of net property, plant and equipment and operating lease assets by geographic area in which the assets physically reside for the years ended September 30:
| Property, plant and equipment, net | Operating lease assets | |||
|---|---|---|---|---|
| (In millions) | 2024 | 2023 | 2024 | 2023 |
| United States | $909.1 | $774.4 | $281.6 | $247.2 |
| Non-U.S. | 49.6 | 43.9 | 17.0 | 19.3 |
| Total | $958.7 | $818.3 | $298.6 | $266.5 |
NOTE 16 –SUBSEQUENT EVENTS
Assets held for sale
In October 2024, the Company entered into a definitive agreement to sell 38 company-owned service center stores to a new franchise partner. The transaction is subject to standard closing conditions and is expected to close in early fiscal 2025. The underlying net assets associated with the transaction were classified as held for sale beginning in October 2024 and will be classified as such until the closing of the sale.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.