Delivered net sales of $1.6 billion in fiscal
year 2022
Maintained global category leadership and
best-in-class product suite
Executed on cash flow and cost management plan
to deliver $110 million of future cash benefit
Significantly enhanced liquidity and capital
structure with additional $350 million of unsecured borrowing
capacity subsequent to quarter-end
Weber Inc. (“Weber” or “the Company”) (NYSE: WEBR) today
announced its financial results for the fiscal fourth quarter and
full-year 2022, ending September 30th.
Weber reports its financial performance in accordance with
accounting principles generally accepted in the United States of
America (“GAAP”) and as adjusted on a non-GAAP basis. Please see
“Non-GAAP Financial Measures,” and “Reconciliation of GAAP to
Non-GAAP Financial Information” below for additional information
and reconciliations of the non-GAAP financial measures to the most
comparable GAAP financial measures.
For the year, Weber generated net sales of $1,586 million, gross
profit of $434 million, net loss of $330 million, and $1 million of
adjusted EBITDA loss.
“Weber is delivering world-class, innovative outdoor cooking
products around the world and remains the global category leader.
We continue to operate with a consumer-first mindset, build on our
brand strength and identify disciplined opportunities across our
product categories and channels,” said Alan Matula, interim Chief
Executive Officer of Weber. “Our fiscal fourth quarter and
full-year performance demonstrates that we have maintained
significant growth compared to pre-pandemic levels. We continue our
focus on the key initiatives we set forth in the third fiscal
quarter. We look forward to executing against our growth strategies
in 2023, introducing exciting products and creating additional
value for our customers and all stakeholders.”
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2022
- Fiscal year 2022 net sales decreased 20%, to $1,586 million,
from $1,982 million in the prior year. The decrease was driven by
slower retail traffic, both in-store and online in all key markets,
due to macroeconomic factors including falling consumer confidence
levels and inflation. Foreign exchange accounted for $65 million of
the net sales reduction.
- Net sales decreased 26% in the Americas, to $820 million, from
$1,102 million in the prior year; EMEA decreased 16%, to $613
million, from $726 million in the prior year; and APAC sales were
$154 million, and essentially flat versus the prior year at $154
million.
- Foreign currency negatively impacted net sales by $2 million,
$56 million, and $7 million in the Americas, EMEA, and APAC
respectively.
- Gross profit decreased 47% to $434 million, or 27.4% of net
sales, compared to $825 million, or 41.6% of net sales, in the
prior year.
- Net loss decreased to $330 million, or (20.8)% of net sales,
compared to net income of $6 million, or 0.3% of net sales in the
prior year. Adjusted net loss decreased 222%, to $195 million, or
(12.3)% of net sales, compared to the adjusted net income of $161
million, or 8.1% of net sales in the prior year.
- Adjusted EBITDA decreased 100%, to a loss of $1 million,
compared to $307 million, or 15.5% of net sales, in the prior year,
driven by the pressures noted above, and partially offset by the
initiated selling, general, and administrative expense
reductions.
- Net cash used in operating activities was $363 million for the
fiscal year ended September 30, 2022, as compared to net cash
provided by operating activities of $54 million in the prior year,
with the variance driven primarily due to lower operating results.
Additionally, there were unfavorable impacts from accounts payable
balances driven by lower purchases in the current year period and
timing of payments.
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022
- Net sales decreased 52%, to $168 million, from $350 million in
the prior year quarter.
- Net sales decreased 60% in the Americas, to $84 million, from
$211 million in the prior year quarter; EMEA decreased 54%, to $49
million, from $108 million in the prior year quarter; and APAC
increased 10%, to $35 million from $31 million in the prior year
quarter.
- Net loss of $152 million, or (90.5)% of net sales, compared to
a net loss of $86 million, or (24.6)% of net sales in the prior
year quarter. Adjusted net loss was $96 million, or (57.1)% of net
sales, compared to adjusted net loss of $35 million, or (10.1)% of
net sales in the prior year quarter.
- Adjusted EBITDA loss of $63 million, or (37.4)% of net sales,
compared to $14 million loss, or (4.0)% of net sales, in the prior
year quarter.
CASH FLOW AND COST MANAGEMENT PLAN
Following a detailed review in August 2022, the Company
initiated a plan to manage cash flows, preserve liquidity, expand
gross margins, and reduce SG&A expenses. The Company has
successfully executed the previously announced actions and expects
a future cash benefit of $110 million, net of restructuring
costs.
SUBSEQUENT TO QUARTER-END ACTIVITY
On December 12, 2022 Weber announced that it has entered into a
definitive merger agreement pursuant to which investment funds
managed by BDT Capital Partners LLC (“BDT”) will purchase all of
the outstanding Class A Shares that they do not already own, for
$8.05 per share of Class A common stock of Weber, which implies a
total enterprise value of $3.7 billion for Weber. A special
committee of the board of directors (the “Special Committee”),
comprised solely of independent directors, advised by its own
independent financial and legal advisors, unanimously recommended
that the Weber board approve the transaction. Acting upon the
recommendation of the Special Committee, Weber’s board approved the
transaction. Upon completion of the transaction, Weber will become
a privately held company majority owned by BDT investment funds.
The transaction is expected to close in the first half of 2023,
subject to customary closing conditions.
Additionally, on December 12, 2022, Weber announced that BDT
investment funds have agreed to provide the Company with an
additional unsecured loan facility in the aggregate principal
amount of $350 million. The previous loan agreement, disclosed on
November 8, 2022, for $61 million will remain outstanding.
FISCAL FOURTH QUARTER AND FULL YEAR 2022 INVESTOR CONFERENCE
CALL DETAILS
A conference call to discuss these fiscal fourth quarter and
full-year 2022 financial results is scheduled for today, December
14, 2022, at 7:30 a.m. Central Time. Investors and analysts are
invited to dial 844-200-6205 (international callers, please dial
929-526-1599) approximately 10 minutes before the start of the
call. Please reference Conference ID 339681 when prompted. A live
webcast of the conference call and supporting materials will be
available on the Weber investor relations website,
https://investors.weber.com. In addition, a replay and transcript
of the webcast will be posted to the same website once
available.
ABOUT WEBER INC.
Weber Inc. headquartered in Palatine, Ill., is the world’s
leading barbecue brand. The Company’s founder George Stephen, Sr.,
established the outdoor cooking category when he invented the
original kettle charcoal grill 70 years ago. Weber offers a
comprehensive, innovative product portfolio, including charcoal,
gas, pellet and electric grills, smokers, and accessories designed
to help outdoor cooking enthusiasts discover what’s possible. Weber
offers its barbecue grills and accessories, services, and
experiences to a passionate community of millions across 78
countries.
NON-GAAP FINANCIAL MEASURES
This press release contains certain financial measures not
presented in accordance with GAAP, including Adjusted EBITDA and
Adjusted Net (Loss) Income, which are used by management in making
operating decisions, allocating financial resources, and internal
planning and forecasting and for business strategy purposes.
Adjusted EBITDA and Adjusted Net (Loss) Income are not measures of
financial performance in accordance with GAAP and may exclude items
that are significant in understanding and assessing our financial
results. The use of non-GAAP financial information should not be
considered as an alternative to, or more meaningful than, the
comparable GAAP measures. In addition, because our non-GAAP
measures are not determined in accordance with GAAP, it is
susceptible to differing calculations, and not all comparable or
peer companies may calculate their non-GAAP measures in the same
manner.
Management believes that such measures are commonly reported by
issuers and widely used by investors as indicators of a company’s
operating performance. Please refer to the reconciliations of
Adjusted EBITDA and Adjusted Net (Loss) Income to the most directly
comparable financial measures prepared in accordance with GAAP
below.
FORWARD-LOOKING STATEMENTS
This press release contains various “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995, which represent Weber’s expectations or beliefs concerning
future events. In some cases, you can identify these statements by
forward-looking words such as “may,” “might,” “will,” “should,”
“expects,” “plans,” “anticipates,” “believes,” “estimates,”
“predicts,” “potential” or “continue,” the negative of these terms
and other comparable terminology. These forward-looking statements,
which are subject to risks, uncertainties and assumptions about us,
may include projections of our future financial performance, our
anticipated growth strategies and anticipated trends in our
business. These statements are only predictions based on our
current expectations and projections about future events. There are
important factors that could cause our actual results, level of
activity, performance or achievements to differ materially from the
results, level of activity, performance or achievements expressed
or implied by the forward-looking statements, including those
factors discussed in the section titled “Risk Factors” in our
Annual Report on Form 10-K.
Our future results could be affected by a variety of other
factors, including: uncertainty of the magnitude, duration,
geographic reach, impact on the global economy and current and
potential travel restrictions of the COVID-19 outbreak; the
current, and uncertain future, impact of the COVID-19 outbreak on
our business, growth, reputation, prospects, financial condition,
operating results (including components of our financial results),
and cash flows and liquidity; risks relating to any unforeseen
changes to or effects on liabilities, future capital expenditures,
revenues, expenses, earnings, synergies, indebtedness, financial
condition, losses and future prospects; the ability to realize the
anticipated benefits and synergies from business acquisitions in
the amounts and at the times expected; the impact of competitive
conditions; the effectiveness of pricing, advertising, and
promotional programs; the success of innovation, renovation and new
product introductions; the recoverability of the carrying value of
goodwill and other intangibles; the success of productivity
improvements and business transitions; commodity and energy prices;
transportation costs; labor costs; disruptions or inefficiencies in
supply chain; the availability of and interest rates on short-term
and long-term financing; the levels of spending on systems
initiatives, properties, business opportunities, integration of
acquired businesses, and other general and administrative costs;
changes in consumer behavior and preferences; the effect of U.S.
and foreign economic conditions on items such as interest rates,
statutory tax rates, currency conversion and availability; legal
and regulatory factors including the impact of any product recalls;
and business disruption or other losses from war, pandemic,
terrorist acts or political unrest.
Weber Inc.
Consolidated Balance
Sheets
(dollars in thousands, except
share data)
September 30,
2022
September 30,
2021
Assets
Current assets:
Cash and cash equivalents
$
24,568
$
107,517
Accounts receivable, less allowances
(1)
54,667
138,683
Inventories, net
339,503
332,621
Prepaid expenses and other current
assets
91,009
68,236
Total current assets
509,747
647,057
Property, equipment and leasehold
improvements, net
211,256
162,829
Operating lease right-of-use assets
(2)
71,879
66,962
Other long-term assets
72,732
61,454
Trademarks, net
354,435
357,821
Other intangible assets, net
123,783
144,257
Goodwill
104,142
110,612
Total assets
$
1,447,974
$
1,550,992
Liabilities and equity
(deficit)
Current liabilities:
Trade accounts payable
$
158,298
$
330,669
Accrued expenses (3)
122,656
150,610
Income taxes payable
5,788
4,823
Current portion of long-term debt and
other borrowings
186,910
12,500
Current portion of long-term financing
obligation
675
592
Total current liabilities
474,327
499,194
Long-term debt, less current portion
1,213,235
984,818
Long-term financing obligation, less
current portion
37,719
38,394
Non-current operating lease liabilities
(4)
60,544
55,329
Tax Receivable Agreement liability
—
9,226
Other long-term liabilities
74,085
85,376
Total liabilities
1,859,910
1,672,337
Commitments and Contingencies
Class A Common Stock, $0.001 par value -
3,000,000,000 shares authorized, 53,102,598 and 52,533,388 shares
issued and outstanding as of September 30, 2022 and September 30,
2021, respectively
53
53
Class B Common Stock, $0.00001 par value -
1,500,000,000 shares authorized, 234,506,636 and 233,572,370 shares
issued and outstanding as of September 30, 2022 and September 30,
2021, respectively
2
2
Preferred Stock, $0.0001 par value -
1,500,000,000 shares authorized, zero shares issued and outstanding
as of both September 30, 2022 and 2021
—
—
Additional paid-in capital
15,735
6,109
Accumulated other comprehensive loss
(4,762
)
(9,280
)
Retained earnings (deficit)
(87,851
)
(7,646
)
Total Weber Inc. equity (deficit)
(76,823
)
(10,762
)
Noncontrolling interests
(335,113
)
(110,583
)
Total equity (deficit)
(411,936
)
(121,345
)
Total liabilities and equity (deficit)
$
1,447,974
$
1,550,992
________________
(1)
Includes related party royalty receivables
of $50 and $119 at September 30, 2022 and 2021, respectively.
(2)
Includes related party operating lease
assets of $1,074 and $1,629 at September 30, 2022 and 2021,
respectively.
(3)
Includes related party operating lease
liabilities of $365 and $431 at September 30, 2022 and 2021,
respectively.
(4)
Includes related party operating lease
liabilities of $738 and $1,198 at September 30, 2022 and 2021,
respectively.
Weber Inc.
Consolidated Statements of
Operations
(dollars in thousands, except
share data)
Three Months Ended September
30,
Fiscal Years Ended September
30,
2022
2021
2022
2021
Net sales (1)
$
168,088
$
350,230
$
1,586,459
$
1,982,406
Cost of goods sold (2)
160,192
244,631
1,152,388
1,157,189
Gross profit
7,896
105,599
434,071
825,217
Operating expenses:
Selling, general and administrative
(3)(4)
97,116
183,086
584,631
738,830
Amortization of intangible assets
5,110
5,130
20,605
17,220
Restructuring costs
22,445
—
22,445
—
Gain on disposal of assets held for
sale
—
—
—
(5,185
)
(Loss) income from operations
(116,775
)
(82,617
)
(193,610
)
74,352
Foreign currency loss (gain)
10,910
3,749
31,893
(23
)
Interest expense, net (5)
23,810
16,099
75,623
65,879
Gain on Tax Receivable Agreement liability
remeasurement
—
—
(9,226
)
—
Loss from early extinguishment of debt
—
—
—
5,448
Other expense
—
—
502
—
(Loss) income before taxes
(151,495
)
(102,465
)
(292,402
)
3,048
Income tax expense (benefit)
620
(16,394
)
37,578
3,004
Gain from investments in unconsolidated
affiliates
—
—
—
(5,505
)
Net (loss) income
$
(152,115
)
$
(86,071
)
$
(329,980
)
$
5,549
Net loss attributable to noncontrolling
interests
(123,694
)
(42,177
)
(256,392
)
(42,177
)
Net (loss) income attributable to Weber
Inc.
$
(28,421
)
$
(43,894
)
$
(73,588
)
$
47,726
Earnings (loss) per share of Class A
common stock (6)
Basic
$
(0.53
)
$
(0.13
)
$
(1.37
)
$
(0.13
)
Diluted
$
(0.53
)
$
(0.13
)
$
(1.37
)
$
(0.13
)
Weighted average shares outstanding
Basic
53,923,042
51,788,320
53,539,619
51,788,320
Diluted
289,981,048
51,788,320
53,539,619
51,788,320
________________
(1)
Includes related party royalty revenue of
$114 and $172 for the three months ended September 30, 2022 and
2021, respectively, and $493 and $247 for the fiscal years ended
September 30, 2022 and 2021, respectively.
(2)
Includes related party rental expense of
zero and $71 for the three months ended September 30, 2022 and
2021, respectively, and zero and $676 for the fiscal years ended
September 30, 2022 and 2021, respectively.
(3)
Includes related party rental expense of
$152 and $342 for the three months ended September 30, 2022 and
2021, respectively, and $665 and $538 for the fiscal years ended
September 30, 2022 and 2021, respectively.
(4)
Includes related party compensation
expense of zero and zero for the three months ended September 30,
2022 and 2021, respectively, and $420 and zero for the fiscal years
ended September 30, 2022 and 2021, respectively.
(5)
Includes related party interest income of
zero and $7 for the three months ended September 30, 2022 and 2021,
respectively, and $3 and $47 for the fiscal years ended September
30, 2022 and 2021, respectively.
(6)
Basic and diluted earnings (loss) per
share in fiscal year 2021 represent only the period from August 5,
2021 to September 30, 2021.
Weber Inc.
Consolidated Statement of Cash
Flows
(dollars in thousands)
Fiscal Years Ended September
30,
2022
2021
Operating activities
Net (loss) income
$
(329,980
)
$
5,549
Adjustments to reconcile net (loss) income
to net cash (used in) provided by operating activities:
Provision for depreciation
40,729
27,082
Provision for amortization of intangible
assets
20,605
17,220
Provision for amortization of deferred
financing costs
4,966
3,803
Deferred income tax expense (benefit)
20,447
(12,954
)
Stock/unit-based compensation
45,399
131,176
Gain on Tax Receivable Agreement liability
remeasurement
(9,226
)
—
Gain from investments in unconsolidated
affiliates
—
(5,505
)
Gain on disposal of assets held for
sale
—
(5,185
)
Loss from early extinguishment of debt
—
5,448
Changes in operating assets and
liabilities
Accounts receivable
51,204
(7,320
)
Inventories
(44,125
)
(99,506
)
Prepaid expenses and other current
assets
(13,668
)
(25,227
)
Trade accounts payable
(153,883
)
12,996
Accrued expenses
(11,062
)
(1,701
)
Income taxes payable
2,052
(4,189
)
Other
13,406
12,404
Net cash (used in) provided by operating
activities
(363,136
)
54,091
Investing activities
Proceeds from disposal of property,
equipment and leasehold improvements
19
14,029
Additions to property, equipment and
leasehold improvements
(100,928
)
(63,534
)
Payments for acquisitions
—
(128,514
)
Net cash used in investing activities
(100,909
)
(178,019
)
Financing activities
Proceeds from issuance of long-term
debt
250,000
1,250,000
Payments for deferred financing costs
(9,700
)
(27,703
)
Payments for capitalized offering
costs
(2,109
)
(7,043
)
Interest rate swap settlement payments
(5,862
)
(5,380
)
Proceeds from contribution of capital,
net
11,346
13,075
Proceeds from Initial Public Offering
—
237,500
Proceeds received from Greenshoe
option
—
35,627
Repurchase of Class A shares and LLC
units
—
(35,627
)
Repurchase of members’ interests
—
(188,860
)
Dividends paid
(6,401
)
—
Members’ distributions
(34,548
)
(315,508
)
Borrowings from revolving credit
facility
965,500
217,000
Payments on revolving credit facility
(798,500
)
(217,000
)
Proceeds from other borrowings
4,910
—
Payments of long-term debt
(13,750
)
(845,725
)
Shares withheld to satisfy employee tax
obligations
(1,509
)
—
Other financing activities
(902
)
(853
)
Net cash provided by financing
activities
358,475
109,503
Effect of exchange rate changes on cash
and cash equivalents
22,621
(1,850
)
Decrease in cash and cash equivalents
(82,949
)
(16,275
)
Cash and cash equivalents at beginning of
period
107,517
123,792
Cash and cash equivalents at end of
period
$
24,568
$
107,517
Supplemental disclosures of cash flow
information:
Cash paid for interest
$
66,082
$
56,456
Cash paid for income taxes, net of refunds
of $316 and $4,336, respectively
$
17,280
$
20,517
Supplemental disclosures of non-cash
investing and financing information:
Property and equipment included in
accounts payable and accrued expenses
$
26,407
$
32,561
Capitalized offering costs included in
accounts payable and accrued expenses
$
—
$
2,109
Settlement of existing relationship
through business combination
$
—
$
9,776
Issuance of common units for business
acquisition
$
—
$
14,582
Weber Inc.
Reconciliation of GAAP to
Non-GAAP Financial Information
(dollars in thousands)
The following table reconciles (loss)
income from operations to adjusted (loss) income from operations;
net (loss) income to adjusted net (loss) income; net (loss) income
to EBITDA; and EBITDA to Adjusted EBITDA for the periods
presented:
Three Months Ended September
30,
Fiscal Year Ended September
30,
2022
2021
2022
2021
(Loss) income from operations
$
(116,775
)
$
(82,617
)
$
(193,610
)
$
74,352
Adjustments:
Foreign currency (loss) gain (1)
(10,910
)
(3,749
)
(31,893
)
23
Stock/unit-based compensation expense
(19,642
)
36,983
45,399
131,176
Restructuring costs (2)
22,445
—
22,445
—
Business transformation costs (3)
14,093
10,566
40,334
20,062
Operational transformation costs (4)
31,308
7,281
53,997
18,134
Financing and IPO costs (5)
—
4,913
877
17,573
COVID-19 costs (6)
—
614
—
1,162
Gain on disposal of assets held for
sale
—
—
—
(5,185
)
Adjusted (loss) income from
operations
$
(79,481
)
$
(26,009
)
$
(62,451
)
$
257,297
Net (loss) income
$
(152,115
)
$
(86,071
)
$
(329,980
)
$
5,549
Adjustments:
Stock/unit-based compensation expense
(19,642
)
36,983
45,399
131,176
Restructuring costs (2)
22,445
—
22,445
—
Business transformation costs (3)
14,093
10,566
40,334
20,062
Operational transformation costs (4)
31,308
7,281
53,997
18,134
Financing and IPO costs (5)
—
4,913
877
17,573
COVID-19 costs (6)
—
614
—
1,162
Gain on Tax Receivable Agreement liability
remeasurement
—
—
(9,226
)
—
Loss from early extinguishment of debt
—
—
—
5,448
Gain on disposal of assets held for
sale
—
—
—
(5,185
)
Other expense
—
—
502
—
Tax impact of adjusting items (7)
8,002
(9,657
)
(19,833
)
(33,180
)
Adjusted net (loss) income
$
(95,909
)
$
(35,371
)
$
(195,485
)
$
160,739
Net (loss) income
$
(152,115
)
$
(86,071
)
$
(329,980
)
$
5,549
Adjustments:
Interest expense, net
23,810
16,099
75,623
65,879
Income tax expense (benefit)
620
(16,394
)
37,578
3,004
Depreciation and amortization
16,633
11,895
61,334
44,302
EBITDA
$
(111,052
)
$
(74,471
)
$
(155,445
)
$
118,734
Stock/unit-based compensation expense
(19,642
)
36,983
45,399
131,176
Restructuring costs (2)
22,445
—
22,445
—
Business transformation costs (3)
14,093
10,566
40,334
20,062
Operational transformation costs (4)
31,308
7,281
53,997
18,134
Financing and IPO costs (5)
—
4,913
877
17,573
COVID-19 costs (6)
—
614
—
1,162
Gain on Tax Receivable Agreement liability
remeasurement
—
—
(9,226
)
—
Loss from early extinguishment of debt
—
—
—
5,448
Gain on disposal of assets held for
sale
—
—
—
(5,185
)
Other expense
—
—
502
—
Adjusted EBITDA
$
(62,848
)
$
(14,114
)
$
(1,117
)
$
307,104
___________
(1)
Adjusted (loss) income from operations
includes foreign currency (loss) gain in order to align adjusted
(loss) income from operations with Adjusted EBITDA, with the
exception of depreciation and amortization and gain from
investments in unconsolidated affiliates.
(2)
“Restructuring costs” are costs associated
with the Company's restructuring plan that was implemented in the
fourth quarter of fiscal year 2022, which included the termination
of certain senior executives, a workforce reduction of
non-manufacturing and distribution headcount, the termination of
certain contracts and the disposal of certain other assets.
(3)
“Business transformation costs” are costs
for business transformation initiatives, including consulting costs
and personnel-related costs, to address public company requirements
and the changing business environment.
(4)
“Operational transformation costs” are
defined as transformation initiatives related to supply chain,
operational moves and startups that are designed to support future
production and drive future operating efficiencies. These costs
also include significant non-capitalizable systems integration
costs, primarily related to the Company’s implementation of a
global SAP/S4 HANA ERP platform, as well as certain plant shutdown
and closure costs.
(5)
“Financing and IPO costs” include
non-capitalizable costs relating to the Company’s Secured Credit
Facility, the Company's IPO and other financing costs.
(6)
During fiscal year 2021, the Company
incurred costs related to COVID-19 for enhanced employee safety and
social distancing protocols.
(7)
“Tax impact of adjusting items” represents
the Company's effective tax rate for the periods presented applied
to the adjusting items.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221213006100/en/
INVESTOR RELATIONS CONTACT: Brian Eichenlaub
investors@weber.com
MEDIA CONTACT: Kristina Peterson-Lohman
media@weber.com
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