Ashland(ASH) - 2024 Q1 - Quarterly Report

PART I - FINANCIAL INFORMATION Item 1. Financial Statements For the quarter ended December 31, 2023, Ashland reported sales of $473 million, a 9.9% decrease year-over-year, and a net income of $26 million, down from $40 million in the prior-year period. The decline was primarily driven by lower sales volumes across most segments. Total assets slightly decreased to $5.87 billion from $5.94 billion at the end of the previous quarter. Cash flow from operations improved significantly to a $201 million inflow compared to a $29 million outflow in the same period last year, mainly due to better working capital management Consolidated Financial Performance (Q1 FY2024 vs Q1 FY2023) | Financial Metric | Three months ended Dec 31, 2023 | Three months ended Dec 31, 2022 | | :--- | :--- | :--- | | Sales | $473 million | $525 million | | Gross Profit | $98 million | $165 million | | Operating Income (Loss) | ($18 million) | $37 million | | Net Income | $26 million | $40 million | | Diluted EPS | $0.51 | $0.73 | Condensed Consolidated Balance Sheet Highlights | (In millions) | December 31, 2023 | September 30, 2023 | | :--- | :--- | :--- | | Total Current Assets | $1,365 | $1,506 | | Total Assets | $5,866 | $5,939 | | Total Current Liabilities | $414 | $456 | | Long-term Debt | $1,341 | $1,314 | | Total Stockholders' Equity | $3,053 | $3,097 | Consolidated Cash Flow Summary | (In millions) | Three months ended Dec 31, 2023 | Three months ended Dec 31, 2022 | | :--- | :--- | :--- | | Cash from Operating Activities | $201 | ($29) | | Cash from Investing Activities | ($26) | ($27) | | Cash from Financing Activities | ($139) | ($27) | | Net Increase (Decrease) in Cash | $23 | ($114) | Note A – Significant Accounting Policies The financial statements are prepared in accordance with U.S. GAAP for interim reporting. They should be read in conjunction with the company's Annual Report on Form 10-K for the fiscal year ended September 30, 2023. The company's reportable segments are Life Sciences, Personal Care, Specialty Additives, and Intermediates - Ashland's reportable segments are identified as Life Sciences, Personal Care, Specialty Additives, and Intermediates. The Unallocated and Other category includes corporate governance and legacy matters[12] - The preparation of financial statements requires management to make significant estimates and assumptions, particularly for environmental remediation, asbestos litigation, goodwill, and income taxes[13] Note B – Discontinued Operations The company reported a loss from discontinued operations of $2 million for the quarter, consistent with the prior-year period. This loss is primarily related to adjustments from the divested Performance Adhesives business and ongoing asbestos-related litigation liabilities Loss from Discontinued Operations (Net of Tax) | (In millions) | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Performance Adhesives | ($3) | ($1) | | Asbestos-related litigation | $1 | $0 | | Distribution | $0 | ($1) | | Total | ($2) | ($2) | Note C – Restructuring Activities Ashland incurred restructuring costs related to targeted organizational actions and plant optimization. In Q1 2024, this included $3 million in severance costs and $21 million in accelerated depreciation for a Specialty Additives manufacturing facility - As part of plant optimization, Ashland incurred $21 million of accelerated depreciation for a Specialty Additives manufacturing facility, recorded within cost of goods sold[23] - The company recorded $3 million in severance expense in Q1 2024 as part of ongoing restructuring actions that began in fiscal 2023. The severance reserve balance was $3 million as of December 31, 2023[21][22] Note F – Goodwill and Other Intangibles No goodwill or indefinite-lived intangible asset impairments were identified during the quarter. The goodwill balance increased from $1,362 million to $1,396 million, primarily due to foreign currency translation adjustments. Total intangible assets were valued at $875 million Goodwill Progression by Segment (Q1 2024) | (In millions) | Sept 30, 2023 | Translation Adj. | Dec 31, 2023 | | :--- | :--- | :--- | :--- | | Life Sciences | $819 | $21 | $840 | | Personal Care | $122 | $2 | $124 | | Specialty Additives | $421 | $11 | $432 | | Total | $1,362 | $34 | $1,396 | - Amortization expense for intangible assets was $21 million for the quarter. Estimated future amortization expense is $79 million for the remainder of 2024, and then decreasing annually to $50 million in 2028[50] Note G – Debt and Other Financing Activities Total debt stood at $1.34 billion as of December 31, 2023. The company terminated its 2018 Foreign Accounts Receivable Securitization Facility and entered a new three-year Foreign Accounts Receivable Sales Program in Europe with a limit of €125 million. Ashland remains in compliance with all debt covenants, with a consolidated net leverage ratio of 2.1, well below the 4.0 maximum - On October 19, 2023, Ashland entered into a new three-year Foreign Accounts Receivable Sales Program, allowing it to sell certain trade receivables up to a limit of €125 million. By quarter-end, $102 million in receivables had been sold under this new program[56][58] - As of December 31, 2023, Ashland was in compliance with all debt covenants. The consolidated net leverage ratio was 2.1 (maximum permitted is 4.0) and the interest coverage ratio was 7.6 (minimum required is 3.0)[60][228][229] - Available borrowing capacity under the 2022 Credit Agreement was $596 million as of December 31, 2023[59] Note I – Income Taxes The company reported an effective tax rate benefit of 600% for the quarter, a significant deviation from the prior year's 16% expense rate. This was primarily driven by the jurisdictional mix of income and a net $24 million favorable discrete tax item related to foreign tax reform activity. Unrecognized tax benefits increased slightly to $61 million - The effective tax rate was a 600% benefit for Q1 2024, compared to a 16% expense in Q1 2023. The significant change was due to jurisdictional income mix and a $24 million favorable discrete item from foreign tax reform[65][66] Change in Unrecognized Tax Benefits | (In millions) | Amount | | :--- | :--- | | Balance at Oct 1, 2023 | $59 | | Increases for prior years | $3 | | Lapse of statute of limitations | ($1) | | Balance at Dec 31, 2023 | $61 | Note K – Litigation, Claims and Contingencies Ashland faces significant liabilities from asbestos and environmental claims. As of December 31, 2023, total asbestos reserves were $457 million ($271 million for Ashland and $186 million for Hercules), with related insurance receivables of $139 million. Environmental remediation reserves stood at $207 million, with related insurance receivables of $16 million - Asbestos claims primarily stem from indemnification for the 1990 sale of Riley Stoker and the 2008 acquisition of Hercules[73] - The company estimates that total future asbestos litigation costs could range as high as $422 million for Ashland-related claims and $288 million for Hercules-related claims, on an inflated and undiscounted basis[92] Asbestos and Environmental Reserves (Dec 31, 2023) | (In millions) | Reserve Liability | Insurance Receivable | | :--- | :--- | :--- | | Ashland Asbestos | $271 | $93 | | Hercules Asbestos | $186 | $46 | | Environmental Remediation | $207 | $16 | Note M – Equity Items In June 2023, the board authorized a new $1 billion evergreen stock repurchase program. During Q1 2024, the company repurchased 1.2 million shares for $100 million. A dividend of 38.5 cents per share was paid, an increase from 33.5 cents in the prior-year quarter - A new $1 billion evergreen stock repurchase program was authorized in June 2023. As of December 31, 2023, $900 million remained available[104] - In Q1 2024, Ashland repurchased 1.2 million shares of common stock for a total of $100 million under a Rule 10b5-1 trading plan[105] - Dividends paid in Q1 2024 were 38.5 cents per share, up from 33.5 cents per share in Q1 2023[106] Note P – Reportable Segment Information The company operates through four reportable segments: Life Sciences, Personal Care, Specialty Additives, and Intermediates. For Q1 2024, Life Sciences was the largest contributor to sales ($200 million) and operating income ($32 million). Specialty Additives reported an operating loss of $32 million, heavily impacted by a $21 million accelerated depreciation charge Segment Financials (Q1 2024) | (In millions) | Sales | Operating Income (Loss) | EBITDA | | :--- | :--- | :--- | :--- | | Life Sciences | $200 | $32 | $48 | | Personal Care | $129 | $2 | $22 | | Specialty Additives | $122 | ($32) | $6 | | Intermediates | $33 | $7 | $10 | | Unallocated & other | - | ($27) | ($27) | | Total | $473 | ($18) | $59 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) Management attributes the 10% YoY sales decline to lower volumes across segments, partially offset by favorable pricing versus raw material costs. Adjusted EBITDA fell to $70 million from $108 million. The company is implementing portfolio optimization actions, including plant consolidations, expected to improve margins. For fiscal Q2 2024, Ashland forecasts sales of $565-$585 million and Adjusted EBITDA of $115-$125 million, anticipating a gradual recovery in the second half of the year Business Overview Ashland is a global additives and specialty ingredients company serving consumer and industrial markets. For the quarter, 66% of sales were generated outside North America. The Life Sciences segment was the largest contributor to sales at 42% Sales by Geography (Q1 2024 vs Q1 2023) | Region | % of Sales (2023) | % of Sales (2022) | | :--- | :--- | :--- | | North America | 34% | 30% | | Europe | 33% | 35% | | Asia Pacific | 24% | 25% | | Latin America & other | 9% | 10% | Sales by Reportable Segment (Q1 2024 vs Q1 2023) | Segment | % of Sales (2023) | % of Sales (2022) | | :--- | :--- | :--- | | Life Sciences | 42% | 40% | | Personal Care | 27% | 26% | | Specialty Additives | 26% | 27% | | Intermediates | 5% | 7% | Results of Operations – Consolidated Review Consolidated sales decreased by $52 million (9.9%) YoY, primarily due to a $51 million negative impact from lower volume. Gross profit margin fell to 20.7% from 31.4%, driven by higher unit manufacturing costs from decreased plant loading, including a $21 million accelerated depreciation charge. Selling, general, and administrative expenses decreased by $10 million to $83 million Reconciliation of Change in Sales (Q1 2024 vs Q1 2023) | (In millions) | Change | | :--- | :--- | | Volume | ($51) | | Pricing | ($6) | | Divestiture | ($1) | | Foreign currency exchange | $6 | | Total Change in Sales | ($52) | - Cost of sales increased by $15 million, primarily due to higher operating costs from decreased plant loading, which included $21 million in accelerated depreciation for product line optimization activities[150] - Net interest and other income increased by $10 million, mainly due to higher income from restricted investments, which included realized gains of $31 million in the current quarter versus $21 million in the prior-year quarter[157] Use of Non-GAAP Financial Measures The company uses non-GAAP measures like EBITDA and Adjusted EBITDA to assess performance. For Q1 2024, Adjusted EBITDA was $70 million, down from $108 million YoY. Key adjustments to reconcile net income to Adjusted EBITDA included $21 million in accelerated depreciation, $5 million for the Argentina currency devaluation, and a $31 million unrealized gain on securities Reconciliation of Net Income to Adjusted EBITDA | (In millions) | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Net Income | $26 | $40 | | Income tax expense (benefit) | ($24) | $8 | | Net interest and other income | ($24) | ($14) | | Depreciation and amortization | $56 | $59 | | EBITDA | $34 | $93 | | Loss from discontinued operations | $2 | $2 | | Key items (Restructuring, impairments, etc.) | $34 | $13 | | Adjusted EBITDA | $70 | $108 | Adjusted Diluted EPS Reconciliation | Per Share Data | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Diluted EPS from continuing operations | $0.54 | $0.76 | | Total key items adjustment | ($0.42) | ($0.12) | | Adjusted diluted EPS (non-GAAP) | $0.12 | $0.64 | | Amortization expense adjustment (net of tax) | $0.33 | $0.33 | | Adjusted diluted EPS excluding intangibles (non-GAAP) | $0.45 | $0.97 | Results of Operations – Reportable Segment Review All segments experienced sales and EBITDA declines in Q1 2024. Life Sciences sales fell 3% to $200 million. Personal Care sales dropped 7% to $129 million. Specialty Additives sales decreased 15% to $122 million, with its operating income swinging to a $32 million loss due to restructuring. Intermediates sales fell 39% to $33 million due to lower volume and pricing - Life Sciences: Adjusted EBITDA decreased by $4 million to $48 million, driven by lower volume and higher costs, partially offset by favorable pricing[193] - Personal Care: EBITDA decreased by $10 million to $22 million, primarily due to higher costs and lower volume[200] - Specialty Additives: Adjusted EBITDA fell by $17 million to $6 million, impacted by higher costs (including $21 million in accelerated depreciation) and lower volume[206] - Intermediates: EBITDA decreased by $13 million to $10 million, due to lower volume, unfavorable price/mix, and higher costs[212] Financial Position Ashland's liquidity remains strong with $1.04 billion in available liquidity as of December 31, 2023, including $440 million in cash and $596 million in revolving credit capacity. Ongoing free cash flow was $66 million for the quarter, a significant improvement from a $21 million outflow in the prior year, driven by better working capital management. Total debt was $1.34 billion, and the company was in compliance with all debt covenants Free Cash Flow Calculation | (In millions) | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Cash from operating activities (continuing) | $201 | ($29) | | less: Additions to property, plant and equipment | ($36) | ($23) | | Free cash flow | $165 | ($52) | | Adjustments for A/R programs & one-time payments | ($91) | $31 | | Ongoing free cash flow | $66 | ($21) | - Total available liquidity was $1,036 million at quarter-end, composed of cash and the revolving credit facility. The company also held $392 million in restricted investments for future asbestos and environmental payments[224] - Capital expenditures were $36 million for the quarter, up from $23 million in the prior-year period[234] Outlook Ashland anticipates a potential recovery with continued momentum into the second half of the fiscal year, noting sequential demand improvement in January and February. The company is continuing its portfolio optimization, including the closure of CMC production in Hopewell, VA. For fiscal 2024, Ashland provides guidance for sales between $2.15 billion and $2.25 billion and Adjusted EBITDA between $460 million and $500 million Fiscal 2024 Guidance | Metric | Q2 2024 Forecast | Full Year 2024 Forecast | | :--- | :--- | :--- | | Sales | $565M - $585M | $2.15B - $2.25B | | Adjusted EBITDA | $115M - $125M | $460M - $500M | - Portfolio optimization actions continue, including the consolidation of carboxymethylcellulose (CMC) production, which will result in the closure of the Hopewell, Virginia facility in Q2 2024[236] Item 3. Quantitative and Qualitative Disclosures About Market Risk The company states that its market risk exposure as of December 31, 2023, is generally consistent with the exposures presented in its Annual Report on Form 10-K for the fiscal year ended September 30, 2023 - There were no material changes to market risk exposures during the quarter[238] Item 4. Controls and Procedures Based on an evaluation as of December 31, 2023, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective. There were no significant changes in internal control over financial reporting during the quarter - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of December 31, 2023[239] - No significant changes to internal control over financial reporting occurred during the quarter[240] PART II – OTHER INFORMATION Item 1. Legal Proceedings Ashland remains subject to material legal proceedings, primarily concerning asbestos-related personal injury claims and environmental remediation. Asbestos liabilities stem from the past operations of Riley Stoker and Hercules. Environmental proceedings involve being named a Potentially Responsible Party (PRP) at 55 Superfund or similar sites - The company is a defendant in asbestos-related lawsuits stemming from indemnification obligations for the former subsidiary Riley Stoker and from the acquisition of Hercules LLC[243] - As of December 31, 2023, Ashland has been identified as a Potentially Responsible Party (PRP) for environmental investigation and/or cleanup at 55 sites under CERCLA or similar state laws[245] Item 1A. Risk Factors There were no material changes from the risk factors previously disclosed in Ashland's Annual Report on Form 10-K for the fiscal year ended September 30, 2023 - No material changes to risk factors were reported for the period[248] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds During the first quarter of fiscal 2024, Ashland repurchased a total of 1,238,212 shares of its common stock. These purchases were made under the new $1 billion evergreen share repurchase program authorized in June 2023. As of December 31, 2023, $900 million remained available under this authorization Share Repurchase Activity (Q1 2024) | Period | Total Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | Oct 2023 | 0 | N/A | | Nov 2023 | 666,315 | $78.09 | | Dec 2023 | 571,897 | $83.87 | | Total | 1,238,212 | N/A |