DOWNERS
GROVE, Ill., May 8, 2023
/PRNewswire/ -- Univar Solutions Inc. (NYSE: UNVR) ("Univar
Solutions" or "the Company"), a leading global solutions provider
to users of specialty ingredients and chemicals, today announced
financial results for the first quarter ended March 31,
2023.
First Quarter 2023 Highlights
- Net income of $83.1 million
compared to $180.8 million in the
prior-year first quarter. Adjusted net income(1) of
$100.9 million compared to
$183.4 million in the prior-year
first quarter.
- Earnings per diluted share of $0.52 compared to $1.06 per diluted share in the prior-year first
quarter. Adjusted earnings per diluted share(1) of
$0.63 compared to $1.07 in the prior-year first quarter.
- Adjusted EBITDA(1) was $215.4
million compared to $319.3
million in the prior-year first quarter. Adjusted EBITDA
margin(1) of 8.0 percent compared to 11.1 percent in the
prior-year first quarter.
- Net cash used by operating activities decreased to $2.9 million from $134.4
million in the prior-year first quarter.
Univar Solutions Reports 2023 First Quarter
Financial Results
"Over the past three years, we have successfully executed and
delivered on our strategic plan, which has enabled us to
successfully navigate the dynamic macroeconomic environment," said
David Jukes, president, and chief
executive officer. "We have continued to put the customer at the
centre of all we do whilst solidifying our market leadership in
North America. This gives us
confidence in our ability to navigate uncertain market conditions,
while fulfilling our purpose and commitments to our people and
communities. We remain focused on delivering our business strategy
and leveraging our global strengths in Ingredients and
Specialties."
(1)
|
Non-GAAP financial
measure. See "Use of Non-GAAP Financial Measures" for further
discussion and related schedules attached hereto for
reconciliations to the most directly comparable GAAP financial
measures and related explanations of ratios or percentages, as
applicable.
|
Company Performance
Univar Solutions' operating performance results are described
below and, unless otherwise indicated, compare first quarter 2023
results with first quarter 2022 results.
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
Three months ended
March 31,
|
|
|
|
|
|
% change
constant
currency (1)
|
(in
millions)
|
|
2023
|
|
2022
|
|
$
change
|
|
%
change
|
|
Segment External
Sales(2)
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
$ 1,729.2
|
|
$ 1,843.2
|
|
$ (114.0)
|
|
(6.2) %
|
|
(6.2) %
|
EMEA
|
|
514.1
|
|
562.2
|
|
(48.1)
|
|
(8.6) %
|
|
(3.1) %
|
Canada
|
|
274.2
|
|
293.4
|
|
(19.2)
|
|
(6.5) %
|
|
(0.2) %
|
LATAM
|
|
167.4
|
|
183.8
|
|
(16.4)
|
|
(8.9) %
|
|
(14.1) %
|
Total Consolidated
Net Sales
|
|
$
2,684.9
|
|
$
2,882.6
|
|
$
(197.7)
|
|
(6.9) %
|
|
(5.5) %
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
(exclusive of depreciation)(3)(4)
|
|
|
|
|
|
|
|
|
USA
|
|
$
423.1
|
|
$
472.9
|
|
$
(49.8)
|
|
(10.5) %
|
|
(10.5) %
|
EMEA
|
|
118.6
|
|
141.6
|
|
(23.0)
|
|
(16.2) %
|
|
(11.7) %
|
Canada
|
|
63.5
|
|
74.5
|
|
(11.0)
|
|
(14.8) %
|
|
(9.0) %
|
LATAM
|
|
34.1
|
|
40.5
|
|
(6.4)
|
|
(15.8) %
|
|
(20.5) %
|
Total Consolidated
Gross Profit
(exclusive of depreciation)(3)
|
|
$
639.3
|
|
$
729.5
|
|
$
(90.2)
|
|
(12.4) %
|
|
(11.1) %
|
|
|
|
|
|
|
|
|
|
|
|
Total Consolidated
Net Income
|
|
$
83.1
|
|
$
180.8
|
|
$
(97.7)
|
|
(54.0) %
|
|
(54.4) %
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA(3)
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
$
145.8
|
|
$
209.2
|
|
$
(63.4)
|
|
(30.3) %
|
|
(30.3) %
|
EMEA
|
|
44.3
|
|
63.8
|
|
(19.5)
|
|
(30.6) %
|
|
(25.7) %
|
Canada
|
|
25.4
|
|
36.7
|
|
(11.3)
|
|
(30.8) %
|
|
(25.9) %
|
LATAM
|
|
9.9
|
|
16.2
|
|
(6.3)
|
|
(38.9) %
|
|
(42.6) %
|
Other(5)
|
|
(10.0)
|
|
(6.6)
|
|
(3.4)
|
|
(51.5) %
|
|
(51.5) %
|
Total Consolidated
Adjusted EBITDA(3)
|
|
$
215.4
|
|
$
319.3
|
|
$
(103.9)
|
|
(32.5) %
|
|
(31.2) %
|
|
|
(1)
|
Represents percentage
change for the comparative periods using a constant currency.
See "Use of Non-GAAP Financial Measures" for further
discussion.
|
(2)
|
Segment external sales
represent sales to third party customers. Inter-segment sales are
excluded from segment external sales.
|
(3)
|
Non-GAAP financial
measures. See "Use of Non-GAAP Financial Measures" for further
discussion and related schedules attached hereto for
reconciliations to the most directly comparable GAAP financial
measures.
|
(4)
|
Gross profit (exclusive
of depreciation) is defined as segment net sales inclusive of
inter-segment sales less cost of goods sold (exclusive of
depreciation).
|
(5)
|
Other represents
unallocated corporate costs that do not directly benefit
segments.
|
Consolidated Results
Univar Solutions reported net sales of $2.7 billion, a decrease of 6.9 percent on a
reported basis and 5.5 percent on a constant currency
basis(1) compared to the prior-year first quarter. Lower
sales were attributable to lower demand, partially offset by
pricing discipline.
Gross profit (exclusive of depreciation), which represents net
sales less cost of goods sold (exclusive of depreciation), of
$639.3 million decreased 12.4 percent
on a reported basis and 11.1 percent on a constant currency
basis(1) compared to the prior-year first quarter. Lower
gross profit was driven primarily by lower demand and higher input
cost inflation, partially offset by pricing discipline. Gross
margin decreased 150 basis points to 23.8 percent compared to the
prior-year first quarter, primarily due to higher input cost
inflation, partially offset by pricing discipline.
Net income was $83.1 million, or
$0.52 per diluted share, compared to
net income of $180.8 million, or
$1.06 per diluted share, in the
prior-year first quarter. Lower net income was driven primarily by
lower gross profit (exclusive of depreciation) and higher
Warehousing, Selling, and Administrative costs (WS&A),
operating expenses, and interest expense. The decrease in net
income was partially offset by lower income tax
expense.
Adjusted earnings per diluted share(1) of
$0.63 in the quarter decreased from
$1.07 in the prior-year first quarter
primarily due to lower net income.
Adjusted EBITDA(1) of $215.4
million decreased $103.9
million, or 32.5 percent, compared to the prior-year first
quarter, or a decrease of 31.2 percent on a constant currency
basis(1). The decrease was driven primarily by lower
gross profit and higher WS&A and operating costs.
Net cash used by operating activities decreased to
$2.9 million from $134.4 million in the prior-year first
quarter, primarily driven by lower net working capital use and
partially offset by lower net income.
Liquidity was $1,147.6 million as of March 31, 2023,
inclusive of $377.7 million of
cash on hand and availability under committed, asset-based credit
facilities.
Our leverage ratio(1) was 2.3x at March 31,
2023, compared to 2.0x at December 31,
2022. We define leverage ratio(1) as net
debt(1) divided by last twelve months ("LTM") Adjusted
EBITDA(1). Net debt(1) of $2,155 million at March 31, 2023 reflects
total short-term and long-term debt of $2,531 million less cash and cash equivalents of
$378 million. For the twelve months
ended March 31, 2023, LTM net income was $448 million and LTM Adjusted
EBITDA(1) was $946
million, as discussed in more detail in the schedules to
this press release.
Proposed Acquisition of Univar Solutions
On March 14, 2023, Univar
Solutions announced that it entered into a definitive merger
agreement with affiliates of funds managed by affiliates of Apollo
Global Management, Inc., an alternative asset manager, that
provides for the acquisition of Univar Solutions in an all-cash
transaction that values Univar Solutions at an enterprise value of
approximately $8.1 billion. The
transaction includes a minority investment from an indirect wholly
owned subsidiary of the Abu Dhabi Investment Authority. The merger
agreement provides that Univar Solutions shareholders will receive
$36.15 in cash for each share of
common stock they own. The transaction is expected to close in the
second half of 2023, subject to customary closing conditions,
including approval by Univar Solutions shareholders and receipt of
regulatory approvals. Due to the pending merger transaction, Univar
Solutions will not provide updated guidance or host a conference
call or webcast to review the first quarter 2023 financial
results.
(1)
|
Non-GAAP financial
measure. See "Use of Non-GAAP Financial Measures" for further
discussion and related schedules attached hereto for
reconciliations to the most directly comparable GAAP financial
measures and related explanations of ratios or percentages, as
applicable.
|
About Univar Solutions
Univar Solutions (NYSE: UNVR) is a leading global specialty
chemical and ingredient distributor representing a premier
portfolio from the world's leading producers. With the industry's
largest private transportation fleet and technical sales force,
unparalleled logistics know-how, deep market and regulatory
knowledge, formulation and recipe development, and leading digital
tools, the Company is well-positioned to offer tailored solutions
and value-added services to a wide range of markets, industries,
and applications. While fulfilling its purpose to help keep
communities healthy, fed, clean, and safe, Univar Solutions is
committed to helping customers and suppliers innovate and focus on
Growing Together. Learn more at www.univarsolutions.com.
Use of Non-GAAP Measures
In this press release, the Company's financial results are
provided both in accordance with accounting principles generally
accepted in the United States of
America (GAAP) and using certain Non-GAAP financial
measures. In particular, the Company presents the Non-GAAP
financial measures of gross profit (exclusive of depreciation),
gross margin (defined as gross profit (exclusive of depreciation)
divided by net sales on a consolidated basis and by external sales
on a segment level, as applicable), Adjusted EBITDA, Adjusted
EBITDA margin (defined as Adjusted EBITDA divided by net sales on a
consolidated basis and by external sales on a segment level, as
applicable), Adjusted net income, Adjusted earnings per diluted
share, leverage ratio, and results on a constant currency basis.
The Non-GAAP financial measures are included as a complement to
results provided in accordance with GAAP because management
believes these Non-GAAP financial measures help investors' ability
to analyze underlying trends in the Company's business, evaluate
its performance relative to other companies in its industry, and
provide useful information to both management and investors by
excluding certain items that may not be indicative of the Company's
core operating results. Additionally, the Company has used, and may
continue to use, Adjusted EBITDA and Adjusted earnings per diluted
share in setting performance incentive targets to more closely
align management compensation with operational performance.
The Company evaluates its results of operations on both an as
reported and a constant currency basis. The constant currency
presentation is a Non-GAAP financial measure, which excludes the
impact of fluctuations in foreign currency exchange rates. The
Company believes providing information on a constant currency basis
provides valuable supplemental information regarding its results of
operations, consistent with how it evaluates its performance. The
Company calculates constant currency percentages and other
information by converting its financial results in local currency
for a period using the average exchange rate for the prior period
to which it is comparing.
The Non-GAAP financial measures noted above are not calculated
in accordance with GAAP and should not be considered a substitute
for any other measure of financial performance presented in
accordance with GAAP. Additionally, other companies may calculate
Adjusted EBITDA and other such metrics differently than the Company
does, limiting their usefulness as comparative measures. For
further information related to the Company's use of Non-GAAP
financial measures, and reconciliations to the most directly
comparable GAAP measures, see the schedules attached hereto.
Forward-Looking Statements
This press release includes certain statements relating to
future events and our intentions, beliefs, expectations, and
outlook for the future, which are "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, as amended,
including, without limitation, statements regarding, the Company's
market opportunities, strategic plan, business objectives, and
other initiatives, as well as statements regarding the expected
timing of the completion of the proposed acquisition of Univar
Solutions referred to in this press release and the ability of the
parties to consummate the proposed transaction. Forward-looking
statements are subject to known and unknown risks and
uncertainties, many of which may be beyond the Company's control.
These forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially
from the expectations and assumptions. Potential factors that could
affect such forward-looking statements include, among others: that
a condition to the closing of the proposed transaction may not be
satisfied; the occurrence of any event that can give rise to
termination of the proposed transaction; the failure to obtain
approval of the proposed transaction by the Company's shareholders;
the failure to obtain certain required regulatory approvals or the
failure to satisfy any of the other closing conditions to the
completion of the proposed transaction within the expected
timeframes or at all; management's time and attention being
diverted to issues related to the proposed transaction; the
Company's ability to meet expectations regarding the timing and
completion of the proposed transaction; disruption from the
proposed transaction making it more difficult to maintain business,
contractual and operational relationships; the institution of legal
proceedings against the Company or the other parties to the
proposed transaction and their affiliates related to the proposed
transaction; the Company becoming unable to retain or hire key
personnel due to the proposed transaction; the announcement of the
proposed transaction having a negative effect on the market price
of the Company's common stock or operating results; certain
restrictions during the pendency of the proposed transaction that
may impact the Company's ability to pursue certain business
opportunities or strategic transactions; the Company's ability to
meet expectations regarding the accounting and tax treatments of
the proposed transaction; economic conditions, particularly
fluctuations in industrial production and consumption and the
timing and extent of economic downturns; significant changes in the
business strategies of producers or in the operations of our
customers; delivery failures or hazards and risks related to our
operations and the hazardous materials we handle; potential
inability to obtain adequate insurance coverage; increased
competitive pressures, including as a result of competitor
consolidation; potential supply chain disruptions; significant
changes in the pricing, demand and availability of chemicals;
potential cybersecurity incidents, including security breaches; our
indebtedness, the restrictions imposed by, and costs associated
with, our debt instruments, and our ability to obtain additional
financing; the broad spectrum of laws and regulations that we are
subject to, including extensive environmental, health and safety
laws and regulations and changes in tax laws; an inability to
generate sufficient working capital; transportation related
challenges, including increases in transportation and fuel costs,
changes in our relationship with third party transportation
providers, and ability to attract and retain qualified drivers;
accidents, safety failures, environmental damage, and product
quality issues; ongoing litigation, potential product liability
claims and recalls, and other environmental, legal and regulatory
risks; challenges associated with international operations;
exposure to interest rate and currency fluctuations; an inability
to integrate the business and systems of companies we acquire,
including failure to realize the anticipated benefits of such
acquisitions; possible impairment of goodwill and intangible
assets; our ability to attract or retain a qualified and diverse
workforce; negative developments affecting our pension plans and
multi-employer pensions; labor disruptions associated with the
unionized portion of our workforce; our ability to execute on our
initiatives and goals related to environmental, social, and
governance ("ESG") matters and the increasing legal and regulatory
focus on ESG; the impacts resulting from the conflict in
Ukraine or related geopolitical
tensions; the ability of the Company to successfully recover from a
disaster or other business continuity problem due to a hurricane,
flood, earthquake, terrorist attack, war, conflict, pandemic,
security breach, cyber-attack, power loss, telecommunications
failure, or other natural or man-made event, including the ability
to function remotely during long-term disruptions such as the
COVID-19 pandemic; the impact of public health crises, such as
pandemics (including the COVID-19 pandemic) and epidemics and any
related Company or governmental policies and actions to protect the
health and safety of individuals or governmental policies or
actions to maintain the functioning of national or global economies
and markets, including any quarantine, "shelter in place," "stay at
home," workforce reduction, social distancing, shut down, or
similar actions and policies; actions by third parties, including
government agencies; and the other factors described in the
Company's filings with the SEC. For additional information
concerning factors that could cause actual results and events to
differ materially from those projected herein, please refer to the
Company's Annual Report on Form 10-K for the year ended
December 31, 2022, as well as other
documents filed by the Company with the SEC, including subsequent
Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. In
addition, the Company discusses certain of these risks in greater
detail, and other risks associated with the proposed transaction,
in the definitive proxy statement filed with the SEC on
May 2, 2023. We caution you that the
forward-looking information presented in this press release is not
a guarantee of future events or results, and that actual events or
results may differ materially from those made in or suggested by
the forward-looking information contained in this press release. In
addition, forward-looking statements generally can be identified by
the use of forward-looking terminology such as "may," "plan,"
"seek, "will," "expect," "intend," "estimate," "anticipate,"
"believe" or "continue" or the negative thereof or variations
thereon or similar terminology. Any forward-looking information
presented herein is made only as of the date of this press release,
and the Company does not undertake any obligation to update or
revise any forward-looking information to reflect changes in
assumptions, the occurrence of unanticipated events, or otherwise,
except as required by law.
###
Univar Solutions
Inc.
Condensed
Consolidated Statements of Operations
(Unaudited)
|
|
|
|
Three months ended
March 31,
|
(in millions, except
per share data)
|
|
2023
|
|
2022
|
Net sales
|
|
$ 2,684.9
|
|
$ 2,882.6
|
Cost of goods sold
(exclusive of depreciation)
|
|
2,045.6
|
|
2,153.1
|
Operating
expenses:
|
|
|
|
|
Outbound freight and
handling
|
|
117.4
|
|
115.9
|
Warehousing, selling,
and administrative
|
|
306.5
|
|
294.3
|
Other operating
expenses, net
|
|
25.4
|
|
15.7
|
Depreciation
|
|
32.4
|
|
32.9
|
Amortization
|
|
11.2
|
|
11.8
|
Impairment
charges
|
|
0.2
|
|
—
|
Total operating
expenses
|
|
493.1
|
|
470.6
|
Operating
income
|
|
146.2
|
|
258.9
|
Other
expense:
|
|
|
|
|
Interest
income
|
|
1.8
|
|
1.1
|
Interest
expense
|
|
(33.2)
|
|
(22.2)
|
Other (expense)
income, net
|
|
(6.4)
|
|
7.7
|
Total other
expense
|
|
(37.8)
|
|
(13.4)
|
Income before income
taxes
|
|
108.4
|
|
245.5
|
Income tax
expense
|
|
25.3
|
|
64.7
|
Net income
|
|
$
83.1
|
|
$
180.8
|
|
|
|
|
|
Income per common
share:
|
|
|
|
|
Basic
|
|
$
0.53
|
|
$
1.07
|
Diluted
|
|
$
0.52
|
|
$
1.06
|
|
|
|
|
|
Weighted average common
shares outstanding:
|
|
|
|
|
Basic
|
|
157.9
|
|
169.6
|
Diluted
|
|
159.7
|
|
171.3
|
Univar Solutions
Inc.
Condensed
Consolidated Balance Sheets
(Unaudited)
|
|
(in millions, except
share and per share data)
|
|
March 31,
2023
|
|
December 31,
2022
|
Assets
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
|
$
377.7
|
|
$
385.3
|
Trade accounts
receivable, net of allowance for doubtful accounts of $13.5 and
$13.1 at March 31, 2023 and December 31, 2022,
respectively
|
|
1,577.8
|
|
1,489.9
|
Inventories
|
|
1,094.5
|
|
1,137.8
|
Prepaid expenses and
other current assets
|
|
202.7
|
|
217.8
|
Total current
assets
|
|
3,252.7
|
|
3,230.8
|
Property, plant, and
equipment, net
|
|
1,076.8
|
|
1,055.0
|
Goodwill
|
|
2,294.9
|
|
2,288.2
|
Intangible assets,
net
|
|
161.7
|
|
167.0
|
Deferred tax
assets
|
|
21.4
|
|
20.7
|
Other
assets
|
|
385.6
|
|
384.0
|
Total assets
|
|
$
7,193.1
|
|
$
7,145.7
|
Liabilities and
stockholders' equity
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Short-term
financing
|
|
$
1.2
|
|
$
—
|
Trade accounts
payable
|
|
968.0
|
|
982.5
|
Current portion of
long-term debt
|
|
40.6
|
|
38.9
|
Accrued
compensation
|
|
82.2
|
|
204.7
|
Other accrued
expenses
|
|
398.5
|
|
401.3
|
Total current
liabilities
|
|
1,490.5
|
|
1,627.4
|
Long-term
debt
|
|
2,490.4
|
|
2,426.9
|
Pension and other
postretirement benefit liabilities
|
|
134.7
|
|
135.2
|
Deferred tax
liabilities
|
|
104.7
|
|
106.2
|
Other long-term
liabilities
|
|
381.6
|
|
355.8
|
Total
liabilities
|
|
4,601.9
|
|
4,651.5
|
Commitments and
contingencies
|
|
|
|
|
Stockholders'
equity:
|
|
|
|
|
Preferred stock, $0.01
par value, 200,000,000 shares authorized, none issued
|
|
—
|
|
—
|
Common stock, $0.01
par value, 2,000,000,000 shares authorized, 173,593,984
and 173,237,533 shares issued at March 31, 2023 and
December 31, 2022, respectively
|
|
1.7
|
|
1.7
|
Additional paid-in
capital
|
|
3,104.1
|
|
3,046.0
|
Treasury stock at
cost, 15,876,417 and 15,254,566 shares at March 31, 2023
and
December 31, 2022, respectively
|
|
(461.6)
|
|
(409.1)
|
Retained
earnings
|
|
283.4
|
|
200.3
|
Accumulated other
comprehensive loss
|
|
(336.4)
|
|
(344.7)
|
Total stockholders'
equity
|
|
2,591.2
|
|
2,494.2
|
Total liabilities and
stockholders' equity
|
|
$
7,193.1
|
|
$
7,145.7
|
Univar Solutions
Inc.
Condensed
Consolidated Statements of Cash Flows
(Unaudited)
|
|
|
|
Three months ended
March 31,
|
(in
millions)
|
|
2023
|
|
2022
|
Operating
activities:
|
|
|
|
|
Net income
|
|
$
83.1
|
|
$
180.8
|
Adjustments to
reconcile net income to net cash used by operating
activities:
|
|
|
|
|
Depreciation and
amortization
|
|
43.6
|
|
44.7
|
Impairment
charges
|
|
0.2
|
|
—
|
Amortization of
deferred financing fees and debt discount
|
|
1.3
|
|
1.4
|
Gain on sale of
property, plant, and equipment
|
|
(0.5)
|
|
(0.9)
|
Deferred income
taxes
|
|
0.7
|
|
19.1
|
Stock-based
compensation expense
|
|
10.6
|
|
13.9
|
Other
|
|
1.2
|
|
2.6
|
Changes in operating
assets and liabilities:
|
|
|
|
|
Trade accounts
receivable, net
|
|
(71.6)
|
|
(270.5)
|
Inventories
|
|
57.6
|
|
(168.9)
|
Prepaid expenses and
other current assets
|
|
22.3
|
|
(15.9)
|
Trade accounts
payable
|
|
(21.6)
|
|
140.3
|
Other, net
|
|
(129.8)
|
|
(81.0)
|
Net cash used by
operating activities
|
|
(2.9)
|
|
(134.4)
|
Investing
activities:
|
|
|
|
|
Purchases of property,
plant, and equipment
|
|
(39.1)
|
|
(32.5)
|
Purchases of
businesses, net of cash acquired
|
|
(18.1)
|
|
(3.8)
|
Proceeds from sale of
property, plant, and equipment
|
|
5.8
|
|
1.8
|
Net cash used by
investing activities
|
|
(51.4)
|
|
(34.5)
|
Financing
activities:
|
|
|
|
|
Payments on long-term
debt and finance lease obligations
|
|
(10.5)
|
|
(12.0)
|
Proceeds under
revolving credit facilities
|
|
376.8
|
|
491.4
|
Payments under
revolving credit facilities
|
|
(319.8)
|
|
(294.3)
|
Taxes paid related to
net share settlements of stock-based compensation awards
|
|
(8.3)
|
|
(7.2)
|
Purchases of treasury
stock
|
|
(2.5)
|
|
(24.0)
|
Stock option
exercises
|
|
2.1
|
|
8.4
|
Other
|
|
1.1
|
|
8.5
|
Net cash provided by
financing activities
|
|
38.9
|
|
170.8
|
Effect of exchange rate
changes on cash and cash equivalents
|
|
7.8
|
|
(8.0)
|
Net decrease in cash
and cash equivalents
|
|
(7.6)
|
|
(6.1)
|
Cash and cash
equivalents at beginning of period
|
|
385.3
|
|
251.5
|
Cash and cash
equivalents at end of period
|
|
$
377.7
|
|
$
245.4
|
Schedule
A
|
Univar Solutions
Inc.
Reconciliation of
GAAP Net Income to Adjusted Net Income and
Diluted Earnings per
Share to Adjusted Diluted Earnings per Share
(Unaudited)
|
|
|
|
Three months ended
March 31,
|
|
|
2023
|
|
2022
|
(in millions, except
per share data)
|
|
Amount
|
|
per share
(1)(2)
|
|
Amount
|
|
per share
(1)(2)
|
Net income and diluted
EPS
|
|
$
83.1
|
|
$
0.52
|
|
$
180.8
|
|
$
1.06
|
Amortization
|
|
11.2
|
|
0.07
|
|
11.8
|
|
0.07
|
Merger transaction
costs(3)
|
|
13.8
|
|
0.09
|
|
—
|
|
—
|
Exchange loss
(gain)(3)
|
|
4.9
|
|
0.03
|
|
(0.5)
|
|
—
|
Derivative
gain(3)
|
|
(0.1)
|
|
—
|
|
(5.0)
|
|
(0.03)
|
Other acquisition and
integration related expenses(3)
|
|
0.2
|
|
—
|
|
—
|
|
—
|
Non-operating
retirement costs (benefits)(3)
|
|
1.0
|
|
0.01
|
|
(2.6)
|
|
(0.02)
|
Income tax benefit
related to reconciling items(4)
|
|
(7.5)
|
|
(0.05)
|
|
(0.5)
|
|
—
|
Other discrete tax
items(5)
|
|
(5.7)
|
|
(0.04)
|
|
(0.6)
|
|
(0.01)
|
Adjusted net income and
diluted EPS
|
|
$
100.9
|
|
$
0.63
|
|
$
183.4
|
|
$
1.07
|
|
|
|
|
|
|
|
|
|
GAAP diluted common
shares outstanding(2)
|
|
159.7
|
|
|
|
171.3
|
|
|
|
|
(1)
|
Immaterial differences
may exist in the calculation of per share amounts due to
rounding.
|
(2)
|
Diluted and adjusted
diluted earnings per share is calculated using net income or
adjusted net income available to common stockholders divided by
diluted weighted average shares outstanding during each period,
which includes unvested restricted shares. Diluted earnings per
share considers the impact of potentially dilutive securities
except in periods in which there is a loss because the inclusion of
the potential common shares would have an anti-dilutive effect.
Adjusted diluted earnings per share is based on the GAAP dilutive
share count, except where adjustments to GAAP net loss result in an
adjusted net income position.
|
(3)
|
Reconciling items
represent certain items disclosed on Schedule D included in this
document, excluding stock-based compensation, restructuring
charges, gain on sale of property, plant, and equipment, certain
employee severance and facility closure costs, and
other.
|
(4)
|
Tax on reconciling
items is calculated as the difference between the tax provisions on
US GAAP pre-tax earnings and Adjusted pre-tax earnings utilizing
the appropriate tax rates and laws of each jurisdiction.
|
(5)
|
Discrete tax items
primarily related to changes to valuation allowances, stock-based
compensation expense, and tax law changes for the three months
ended March 31, 2023 and 2022.
|
Schedule
B
|
Univar Solutions
Inc.
Reconciliation of
GAAP Net Income to Adjusted EBITDA
(Unaudited)
|
|
(in
millions)
|
Q1'21
|
Q2'21
|
Q3'21
|
Q4'21
|
|
Q1'22
|
Q2'22
|
Q3'22
|
Q4'22
|
|
Q1'23
|
|
LTM(2)
Q1'22
|
LTM(2)
Q4'22
|
LTM(2) Q1'23
|
Net
income
|
$
66.2
|
$
153.2
|
$
84.4
|
$
156.8
|
|
$
180.8
|
$
162.9
|
$
130.0
|
$
71.6
|
|
$
83.1
|
|
$
575.2
|
$
545.3
|
$
447.6
|
Depreciation
|
43.8
|
37.3
|
36.7
|
33.1
|
|
32.9
|
32.2
|
32.8
|
33.8
|
|
32.4
|
|
140.0
|
131.7
|
131.2
|
Amortization
|
13.1
|
13.2
|
12.4
|
13.8
|
|
11.8
|
12.0
|
12.0
|
12.4
|
|
11.2
|
|
51.2
|
48.2
|
47.6
|
Interest expense,
net
|
26.6
|
25.7
|
22.2
|
22.7
|
|
21.1
|
23.3
|
26.8
|
31.7
|
|
31.4
|
|
91.7
|
102.9
|
113.2
|
Income tax
expense
|
17.6
|
27.0
|
37.7
|
42.3
|
|
64.7
|
58.6
|
52.6
|
35.0
|
|
25.3
|
|
171.7
|
210.9
|
171.5
|
EBITDA
|
167.3
|
256.4
|
193.4
|
268.7
|
|
311.3
|
289.0
|
254.2
|
184.5
|
|
183.4
|
|
1,029.8
|
1,039.0
|
911.1
|
Other operating
expenses, net(1)
|
44.2
|
29.9
|
17.7
|
15.7
|
|
15.7
|
5.3
|
5.7
|
6.1
|
|
25.4
|
|
79.0
|
32.8
|
42.5
|
Other (income)
expense, net(1)
|
(28.7)
|
(3.3)
|
(1.1)
|
(77.3)
|
|
(7.7)
|
(2.7)
|
(0.6)
|
(15.5)
|
|
6.4
|
|
(89.4)
|
(26.5)
|
(12.4)
|
Impairment
charges
|
—
|
2.1
|
0.9
|
—
|
|
—
|
—
|
0.3
|
0.3
|
|
0.2
|
|
3.0
|
0.6
|
0.8
|
Gain on sale of
business
|
(0.6)
|
(87.6)
|
—
|
—
|
|
—
|
—
|
—
|
—
|
|
—
|
|
(87.6)
|
—
|
—
|
Adjusted
EBITDA
|
$
182.2
|
$
197.5
|
$
210.9
|
$
207.1
|
|
$
319.3
|
$
291.6
|
$
259.6
|
$
175.4
|
|
$
215.4
|
|
$
934.8
|
$
1,045.9
|
$
942.0
|
|
|
(1)
|
Refer to Schedule D for
more information for the three months ended March 31, 2023 and
2022.
|
(2)
|
LTM Adjusted EBITDA is
a component used in the calculation of the Company's leverage
ratio. This Non-GAAP financial measure is not equal to LTM Adjusted
EBITDA as defined by the Company's credit agreements as it does not
include adjustments for acquisitions and divestitures.
|
Schedule
C
|
Univar Solutions
Inc.
Segment Adjusted
EBITDA and
Gross Profit
(exclusive of depreciation)
(Unaudited)
|
|
|
|
USA
|
|
EMEA
|
|
Canada
|
|
LATAM
|
|
Other/
Eliminations(1)
|
|
Consolidated
|
(in
millions)
|
|
Three months ended
March 31, 2023
|
External
customers
|
|
$
1,729.2
|
|
$
514.1
|
|
$
274.2
|
|
$
167.4
|
|
$
—
|
|
$
2,684.9
|
Inter-segment
|
|
26.5
|
|
0.6
|
|
1.6
|
|
—
|
|
(28.7)
|
|
—
|
Total net
sales
|
|
1,755.7
|
|
514.7
|
|
275.8
|
|
167.4
|
|
(28.7)
|
|
2,684.9
|
Cost of goods sold
(exclusive of depreciation)
|
|
1,332.6
|
|
396.1
|
|
212.3
|
|
133.3
|
|
(28.7)
|
|
2,045.6
|
Outbound freight
and
handling
|
|
87.9
|
|
16.6
|
|
9.7
|
|
3.2
|
|
—
|
|
117.4
|
Warehousing, selling,
and
administrative
|
|
189.4
|
|
57.7
|
|
28.4
|
|
21.0
|
|
10.0
|
|
306.5
|
Adjusted
EBITDA
|
|
$
145.8
|
|
$
44.3
|
|
$
25.4
|
|
$
9.9
|
|
$
(10.0)
|
|
$
215.4
|
|
|
USA
|
|
EMEA
|
|
Canada
|
|
LATAM
|
|
Other/
Eliminations(1)
|
|
Consolidated
|
(in
millions)
|
|
Three months ended
March 31, 2023
|
Net sales
|
|
$
1,755.7
|
|
$
514.7
|
|
$
275.8
|
|
$
167.4
|
|
$
(28.7)
|
|
$
2,684.9
|
Cost of goods sold
(exclusive of depreciation)
|
|
1,332.6
|
|
396.1
|
|
212.3
|
|
133.3
|
|
(28.7)
|
|
2,045.6
|
Gross profit (exclusive
of
depreciation)
|
|
$
423.1
|
|
$
118.6
|
|
$
63.5
|
|
$
34.1
|
|
$
—
|
|
$
639.3
|
|
|
USA
|
|
EMEA
|
|
Canada
|
|
LATAM
|
|
Other/
Eliminations(1)
|
|
Consolidated
|
(in
millions)
|
|
Three months ended
March 31, 2022
|
External
customers
|
|
$
1,843.2
|
|
$
562.2
|
|
$
293.4
|
|
$
183.8
|
|
$
—
|
|
$
2,882.6
|
Inter-segment
|
|
28.5
|
|
0.7
|
|
1.8
|
|
—
|
|
(31.0)
|
|
—
|
Total net
sales
|
|
1,871.7
|
|
562.9
|
|
295.2
|
|
183.8
|
|
(31.0)
|
|
2,882.6
|
Cost of goods sold
(exclusive of depreciation)
|
|
1,398.8
|
|
421.3
|
|
220.7
|
|
143.3
|
|
(31.0)
|
|
2,153.1
|
Outbound freight
and
handling
|
|
85.8
|
|
17.0
|
|
9.9
|
|
3.2
|
|
—
|
|
115.9
|
Warehousing, selling,
and
administrative
|
|
177.9
|
|
60.8
|
|
27.9
|
|
21.1
|
|
6.6
|
|
294.3
|
Adjusted
EBITDA
|
|
$
209.2
|
|
$
63.8
|
|
$
36.7
|
|
$
16.2
|
|
$
(6.6)
|
|
$
319.3
|
|
|
USA
|
|
EMEA
|
|
Canada
|
|
LATAM
|
|
Other/
Eliminations(1)
|
|
Consolidated
|
(in
millions)
|
|
Three months ended
March 31, 2022
|
Net sales
|
|
$
1,871.7
|
|
$
562.9
|
|
$
295.2
|
|
$
183.8
|
|
$
(31.0)
|
|
$
2,882.6
|
Cost of goods sold
(exclusive of depreciation)
|
|
1,398.8
|
|
421.3
|
|
220.7
|
|
143.3
|
|
(31.0)
|
|
2,153.1
|
Gross profit (exclusive
of
depreciation)
|
|
$
472.9
|
|
$
141.6
|
|
$
74.5
|
|
$
40.5
|
|
$
—
|
|
$
729.5
|
|
|
(1)
|
Other/Eliminations
represents the elimination of intersegment transactions as well as
unallocated corporate costs consisting of costs specifically
related to parent company operations that do not directly benefit
segments, either individually or collectively.
|
Schedule
D
|
Univar Solutions
Inc.
Detail of Other
operating expenses, net and
Other (expense)
income, net
(Unaudited)
|
|
Other operating
expenses, net
|
|
|
Three months ended
March 31,
|
(in
millions)
|
|
2023
|
|
2022
|
Acquisition and
integration related expenses
|
|
$
0.2
|
|
$
—
|
Stock-based
compensation expense
|
|
10.6
|
|
13.9
|
Restructuring
charges
|
|
0.8
|
|
—
|
Gain on sale of
property, plant, and equipment
|
|
(0.5)
|
|
(0.9)
|
Merger transaction
costs
|
|
13.8
|
|
—
|
Other
|
|
0.5
|
|
2.7
|
Total other operating
expenses, net
|
|
$
25.4
|
|
$
15.7
|
Other (expense)
income, net
|
|
|
Three months ended
March 31,
|
(in
millions)
|
|
2023
|
|
2022
|
Foreign currency
(loss) gain, net
|
|
$
(4.9)
|
|
$
0.5
|
Undesignated
derivative instruments
|
|
0.1
|
|
5.0
|
Non-operating
retirement (costs) benefits
|
|
(1.0)
|
|
2.6
|
Other
|
|
(0.6)
|
|
(0.4)
|
Total other (expense)
income, net
|
|
$
(6.4)
|
|
$
7.7
|
Schedule
E
|
Univar Solutions
Inc.
Reconciliation of
GAAP Debt to Net Debt
(Unaudited)
|
|
|
|
March
31,
|
|
December
31,
|
(in
millions)
|
|
2023
|
|
2022
|
|
2022
|
Total short-term and
long-term debt
|
|
$
2,531.0
|
|
$
2,457.3
|
|
$
2,465.8
|
Add: Short-term
financing
|
|
1.2
|
|
10.0
|
|
—
|
Less: Cash and cash
equivalents
|
|
(377.7)
|
|
(245.4)
|
|
(385.3)
|
Total net
debt
|
|
$
2,154.5
|
|
$
2,221.9
|
|
$
2,080.5
|
|
|
|
|
|
|
|
LTM Adjusted
EBITDA(1)(2)
|
|
$
945.8
|
|
$
939.8
|
|
$
1,048.0
|
|
|
|
|
|
|
|
Leverage ratio (Total
net debt/LTM Adjusted EBITDA)
|
|
2.3 x
|
|
2.4 x
|
|
2.0 x
|
|
|
(1)
|
LTM Adjusted EBITDA, as
defined by the Company's credit agreements, includes adjustments
for acquisitions and divestitures and excludes the impact of
synergies not yet realized. For March 31, 2023 and December 31,
2022, LTM Adjusted EBITDA includes four and seven months of
Adjusted EBITDA of $1.2 million and $2.1 million, respectively,
related to the Vicom acquisition on July 29, 2022. For March 31,
2023, LTM Adjusted EBITDA includes ten months of Adjusted EBITDA of
$2.6 million related to the ChemSol Group acquisition on February
6, 2023. For March 31, 2022, LTM Adjusted EBITDA includes eight
months of Adjusted EBITDA of $5.0 million related to the Sweetmix
acquisition on December 1, 2021.
|
(2)
|
Refer to Schedule B for
more information on LTM Adjusted EBITDA before the adjustments
discussed in the note above.
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multimedia:https://www.prnewswire.com/news-releases/univar-solutions-reports-2023-first-quarter-financial-results-301818655.html
SOURCE Univar Solutions Inc.