UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
Registrant’s telephone number, including area code (
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Item 8.01. Other Events.
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(1) |
As previously disclosed, on August 30, 2021, Ashland Global Holdings Inc. (“Ashland”) through its indirect wholly owned subsidiary, Ashland LLC, entered into a Purchase and Sale Agreement (the “Agreement”) with Arkema, a French société anonyme (“Arkema”), pursuant to which Ashland agreed to sell certain of the assets of the segment of Ashland known as “Performance Adhesives” (the “Business”) to Arkema for $1,650,000,000 in cash, subject to a working capital adjustment, plus the assumption by Arkema of certain liabilities of the Business, in each case as specified in the Agreement. The attached pro forma financial information, presented as if the probable disposition of the Business occurred as of October 1, 2018, is filed as Exhibit 99.1 to this Form 8-K and incorporated herein by reference. |
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(2) |
On November 1, 2021, Ashland issued a press release, announcing, among others, an update on its preliminary fiscal 2021 results and the preparation of the proforma financial information of Ashland, reflecting the divestiture of the Business described in paragraph (1) above. The press released is filed as Exhibit 99.2 and incorporated herein by reference. |
The information contained in this Item 8.01 and in the proforma financial information and press release filed, respectively, as Exhibit 99.1 and Exhibit 99.2, are being furnished, not “filed”. Accordingly, the information in this Item 8:01 and in Exhibit 99.1 and Exhibit 99.2 will not be incorporated by reference into any registration statement filed by Ashland under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by Ashland that the information contained herein or attached hereto is material or complete, or that investors should consider this information before making an investment decision with respect to any security of Ashland.
Item 9.01. Financial Statements and Exhibits.
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(d) |
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Exhibits |
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99.1 99.2 |
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Ashland Global Holdings Inc. Unaudited Pro Forma Financial Information. Ashland Global Holdings Inc. News Release dated November 1, 2021 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ASHLAND GLOBAL HOLDINGS INC. |
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(Registrant) |
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November 1, 2021 |
/s/ J. Kevin Willis |
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J. Kevin Willis |
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Senior Vice President and Chief Financial Officer |
3
Exhibit 99.1
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION
The following unaudited condensed consolidated pro forma financial information is based upon the historical financial statements of Ashland Global Holdings Inc. and its consolidated subsidiaries (Ashland), adjusted to reflect the future disposition of the Performance Adhesives business. The following unaudited condensed consolidated pro forma financial statements of Ashland should be read in conjunction with the related notes and with the historical consolidated financial statements of Ashland and the related notes included in previous filings with the Securities and Exchange Commission. The unaudited condensed pro forma information of consolidated income give effect to the disposition as if it occurred on October 1, 2018, the beginning of the earliest period presented. The pro forma adjustments, described in the related notes, are based on the best available information and certain assumptions that Ashland management believe are reasonable.
The unaudited condensed consolidated pro forma financial information is provided for illustrative purposes only and are not necessarily indicative of the operating results that would have occurred had the disposition of the Performance Adhesives business been on October 1, 2018 for the unaudited condensed pro forma statements of consolidated income. For example, these financial statements do not reflect any potential earnings or other impacts from the use of the proceeds from the disposition or cost reductions of previously allocated corporate costs and potential subsequent restructuring charges. Readers should not rely on the unaudited condensed consolidated pro forma financial information as being indicative of the historical operating results that Ashland would have achieved or any future operating results it will experience after the transaction closes.
1
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Ashland Global Holdings Inc. and Consolidated Subsidiaries |
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Table 1 |
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UNAUDITED CONDENSED PRO FORMA STATEMENT OF CONSOLIDATED INCOME (LOSS) |
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Three months ended September 30, 2020 |
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(a) |
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(in millions except per share data) |
Historical |
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Performance Adhesives |
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Pro Forma |
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Sales |
$ |
609 |
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$ |
(80 |
) |
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$ |
529 |
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Cost of sales |
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448 |
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(52 |
) |
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396 |
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GROSS PROFIT |
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161 |
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(28 |
) |
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133 |
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Selling, general and administrative expense |
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109 |
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(5 |
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104 |
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Research and development expense |
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16 |
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(2 |
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14 |
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Intangible amortization expense |
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21 |
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- |
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21 |
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OPERATING INCOME (LOSS) |
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15 |
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(21 |
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(6 |
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Net interest and other expense |
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6 |
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- |
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6 |
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Other net periodic benefit income |
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- |
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1 |
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1 |
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INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES |
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9 |
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(20 |
) |
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(11 |
) |
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Income tax expense (benefit) |
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9 |
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(6 |
) |
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3 |
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INCOME (LOSS) FROM CONTINUING OPERATIONS |
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- |
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(14 |
) |
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(14 |
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Income from discontinued operations (net of income taxes) |
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5 |
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14 |
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19 |
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NET INCOME (LOSS) |
$ |
5 |
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$ |
- |
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$ |
5 |
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Earnings per share from continuing operations |
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Basic |
$ |
- |
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$ |
(0.22 |
) |
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$ |
(0.22 |
) |
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Diluted |
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- |
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(0.22 |
) |
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(0.22 |
) |
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Average common shares outstanding (in millions) |
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Basic |
61 |
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- |
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61 |
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Dilutive |
61 |
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- |
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61 |
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See Notes to Unaudited Condensed Consolidated Pro Forma Financial Statements
2
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Ashland Global Holdings Inc. and Consolidated Subsidiaries |
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Table 2 |
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UNAUDITED CONDENSED PRO FORMA STATEMENT OF CONSOLIDATED INCOME (LOSS) |
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Year ended September 30, 2020 |
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(a) |
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(in millions except per share data) |
Historical |
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Performance Adhesives |
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Pro Forma |
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Sales |
$ |
2,326 |
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$ |
(310 |
) |
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$ |
2,016 |
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Cost of sales |
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1,619 |
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(202 |
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1,417 |
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GROSS PROFIT |
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707 |
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(108 |
) |
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599 |
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Selling, general and administrative expense |
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424 |
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(24 |
) |
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400 |
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Research and development expense |
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64 |
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(8 |
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56 |
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Intangible amortization expense |
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85 |
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(1 |
) |
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84 |
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Equity and other income |
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8 |
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- |
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8 |
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Goodwill impairment |
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530 |
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- |
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530 |
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OPERATING INCOME (LOSS) |
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(388 |
) |
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(75 |
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(463 |
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Net interest and other expense |
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119 |
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- |
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119 |
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Other net periodic benefit income |
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2 |
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1 |
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3 |
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Net income on acquisitions and divestitures |
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2 |
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- |
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2 |
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INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES |
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(503 |
) |
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(74 |
) |
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(577 |
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Income tax expense (benefit) |
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(12 |
) |
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(10 |
) |
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(22 |
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INCOME (LOSS) FROM CONTINUING OPERATIONS |
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(491 |
) |
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(64 |
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(555 |
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Income (loss) from discontinued operations (net of income taxes) |
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(17 |
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64 |
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47 |
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NET INCOME (LOSS) |
$ |
(508 |
) |
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$ |
- |
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$ |
(508 |
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Earnings per share from continuing operations |
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Basic |
$ |
(8.10 |
) |
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$ |
(1.06 |
) |
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$ |
(9.16 |
) |
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Diluted |
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(8.10 |
) |
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(1.06 |
) |
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(9.16 |
) |
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Average common shares outstanding (in millions) |
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Basic |
61 |
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- |
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|
61 |
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Dilutive |
61 |
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- |
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61 |
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||
See Notes to Unaudited Condensed Consolidated Pro Forma Financial Statements
3
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Ashland Global Holdings Inc. and Consolidated Subsidiaries |
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Table 3 |
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|||||
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UNAUDITED CONDENSED PRO FORMA STATEMENT OF CONSOLIDATED INCOME (LOSS) |
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|
Year ended September 30, 2019 |
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(a) |
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(in millions except per share data) |
Historical |
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Performance Adhesives |
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Pro Forma |
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|||
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Sales |
$ |
2,493 |
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|
$ |
(345 |
) |
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$ |
2,148 |
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Cost of sales |
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1,726 |
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(229 |
) |
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1,497 |
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GROSS PROFIT |
|
767 |
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(116 |
) |
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|
651 |
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Selling, general and administrative expense |
|
453 |
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(27 |
) |
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|
426 |
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Research and development expense |
|
66 |
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|
(8 |
) |
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|
58 |
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Intangible amortization expense |
|
86 |
|
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|
(1 |
) |
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|
85 |
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Equity and other income |
|
4 |
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|
- |
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|
4 |
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OPERATING INCOME (LOSS) |
|
166 |
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(80 |
) |
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|
86 |
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Net interest and other expense |
|
99 |
|
|
|
- |
|
|
|
99 |
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Other net periodic benefit income |
|
5 |
|
|
|
1 |
|
|
|
6 |
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Net loss on acquisitions and divestitures |
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(2 |
) |
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|
- |
|
|
|
(2 |
) |
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INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES |
|
70 |
|
|
|
(79 |
) |
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|
(9 |
) |
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Income tax expense (benefit) |
|
46 |
|
|
|
(16 |
) |
|
|
30 |
|
|
INCOME (LOSS) FROM CONTINUING OPERATIONS |
|
24 |
|
|
|
(63 |
) |
|
|
(39 |
) |
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Income from discontinued operations (net of income taxes) |
|
481 |
|
|
|
63 |
|
|
|
544 |
|
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NET INCOME (LOSS) |
$ |
505 |
|
|
$ |
- |
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|
$ |
505 |
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|
|
|
|
|
|
|
|
|
|
|
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Earnings per share from continuing operations |
|
|
|
|
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|
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Basic |
$ |
0.39 |
|
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$ |
(1.01 |
) |
|
$ |
(0.62 |
) |
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Diluted |
|
0.39 |
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(1.01 |
) |
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|
(0.62 |
) |
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Average common shares outstanding (in millions) |
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|
|
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|
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|
|
|
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Basic |
62 |
|
|
|
- |
|
|
62 |
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||
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Dilutive |
63 |
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|
(1 |
) |
|
62 |
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||
See Notes to Unaudited Condensed Consolidated Pro Forma Financial Statements
4
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Ashland Global Holdings Inc. and Consolidated Subsidiaries |
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Table 4 |
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Reconciliation of Non-GAAP Data - Adjusted EBITDA |
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Three months ended September 30, 2020 and Years ended September 30, 2020 and 2019 |
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(In millions) |
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3 Months 9/30/20 |
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Fiscal 2020 |
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Fiscal 2019 |
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Net income (loss) (b) |
|
$ |
5 |
|
|
$ |
(508 |
) |
|
$ |
505 |
|
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Income tax expense (benefit) |
|
|
3 |
|
|
|
(22 |
) |
|
|
30 |
|
|
Net interest and other financing expense |
|
|
6 |
|
|
|
119 |
|
|
|
99 |
|
|
Depreciation and amortization (c ) |
|
|
60 |
|
|
|
235 |
|
|
|
238 |
|
|
EBITDA |
|
|
74 |
|
|
|
(176 |
) |
|
|
872 |
|
|
(Income) loss from discontinued operations (net of taxes) |
|
|
(19 |
) |
|
|
(47 |
) |
|
|
(544 |
) |
|
Key items included in EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
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Goodwill impairment |
|
|
— |
|
|
|
530 |
|
|
|
— |
|
|
Restructuring, separation and other costs |
|
|
22 |
|
|
|
58 |
|
|
|
51 |
|
|
Environmental reserve adjustments (c ) |
|
|
8 |
|
|
|
34 |
|
|
|
25 |
|
|
Inventory adjustments |
|
|
47 |
|
|
|
51 |
|
|
|
— |
|
|
Accelerated depreciation |
|
|
— |
|
|
|
— |
|
|
|
39 |
|
|
Proxy costs |
|
|
— |
|
|
|
— |
|
|
|
4 |
|
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Tax indemnity expense |
|
|
— |
|
|
|
— |
|
|
|
6 |
|
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Unplanned plant shutdowns |
|
|
— |
|
|
|
— |
|
|
|
2 |
|
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Net loss (gain) on acquisitions and divestitures |
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
Loss (gain) on pension and other postretirement plan remeasurements |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(8 |
) |
|
Total key items included in EBITDA |
|
|
76 |
|
|
|
672 |
|
|
|
122 |
|
|
Adjusted EBITDA |
|
$ |
131 |
|
|
$ |
449 |
|
|
$ |
450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total key items included in EBITDA |
|
$ |
76 |
|
|
$ |
672 |
|
|
$ |
122 |
|
|
Accelerated amortization of debt issuance costs |
|
|
— |
|
|
|
8 |
|
|
|
— |
|
|
Debt refinancing costs |
|
|
— |
|
|
|
59 |
|
|
|
6 |
|
|
Unrealized gain on securities |
|
|
(11 |
) |
|
|
(20 |
) |
|
|
(7 |
) |
|
Total key items, before tax |
|
$ |
65 |
|
|
$ |
719 |
|
|
$ |
121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Historically Adjusted EBITDA |
|
$ |
154 |
|
|
$ |
528 |
|
|
$ |
532 |
|
|
Performance Adhesives EBITDA |
|
|
(20 |
) |
|
|
(71 |
) |
|
|
(72 |
) |
|
Stranded Costs, net of stranded D&A |
|
|
(4 |
) |
|
|
(17 |
) |
|
|
(20 |
) |
|
Environmental adjustment |
|
|
1 |
|
|
|
9 |
|
|
|
10 |
|
|
Adjusted EBITDA |
|
$ |
131 |
|
|
$ |
449 |
|
|
$ |
450 |
|
See Notes to Unaudited Condensed Consolidated Pro Forma Financial Statements
5
|
Ashland Global Holdings Inc. and Consolidated Subsidiaries |
|
|
|
|
|
|
|
|
|
Table 5 |
|
|
|
Reconciliation of Non-GAAP Data - Adjusted Diluted EPS |
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2020 and Years ended September 30, 2020 and 2019 |
|
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|
|
|
|
|
3 Months 9/30/20 |
|
|
Fiscal 2020 |
|
|
Fiscal 2019 |
|
|||
|
Diluted EPS from continuing operations (as reported) (b ) |
|
$ |
(0.22 |
) |
|
$ |
(9.16 |
) |
|
$ |
(0.62 |
) |
|
Key items, before tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill impairment |
|
|
— |
|
|
|
8.75 |
|
|
|
— |
|
|
Restructuring, separation and other costs (including accelerated depreciation) |
|
|
0.36 |
|
|
|
0.95 |
|
|
|
1.42 |
|
|
Environmental reserve adjustments (c ) |
|
|
0.13 |
|
|
|
0.58 |
|
|
|
0.41 |
|
|
Inventory adjustments |
|
|
0.77 |
|
|
|
0.83 |
|
|
|
— |
|
|
Proxy costs |
|
|
— |
|
|
|
— |
|
|
|
0.07 |
|
|
Asset impairments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Tax indemnity expense |
|
|
— |
|
|
|
— |
|
|
|
0.10 |
|
|
Unplanned plant shutdowns |
|
|
— |
|
|
|
— |
|
|
|
0.03 |
|
|
Net loss (gain) on acquisitions and divestitures |
|
|
— |
|
|
|
— |
|
|
|
0.05 |
|
|
Loss (gain) on pension and other postretirement plan remeasurements |
|
|
(0.02 |
) |
|
|
(0.01 |
) |
|
|
(0.12 |
) |
|
Unrealized gain on securities |
|
|
(0.18 |
) |
|
|
(0.33 |
) |
|
|
(0.11 |
) |
|
Accelerated amortization of debt issuance costs |
|
|
— |
|
|
|
0.13 |
|
|
|
— |
|
|
Debt refinancing costs |
|
|
— |
|
|
|
0.97 |
|
|
|
0.09 |
|
|
Key items, before tax |
|
|
1.06 |
|
|
|
11.87 |
|
|
|
1.94 |
|
|
Tax effect of key items |
|
|
(0.22 |
) |
|
|
(0.58 |
) |
|
|
(0.25 |
) |
|
Key items, after tax |
|
|
0.84 |
|
|
|
11.29 |
|
|
|
1.69 |
|
|
Tax specific key items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax rate changes |
|
|
— |
|
|
|
— |
|
|
|
0.03 |
|
|
One-time transition tax |
|
|
— |
|
|
|
— |
|
|
|
0.44 |
|
|
Uncertain tax positions |
|
|
0.05 |
|
|
|
0.05 |
|
|
|
(0.09 |
) |
|
Restructuring and separation activity |
|
|
— |
|
|
|
— |
|
|
|
0.19 |
|
|
Other tax reform related activity |
|
|
0.08 |
|
|
|
(0.33 |
) |
|
|
(0.02 |
) |
|
Tax specific key items |
|
|
0.13 |
|
|
|
(0.28 |
) |
|
|
0.55 |
|
|
Total key items |
|
|
0.97 |
|
|
|
11.01 |
|
|
|
2.24 |
|
|
Adjusted diluted EPS from continuing operations (non-GAAP) |
|
$ |
0.75 |
|
|
$ |
1.85 |
|
|
$ |
1.62 |
|
|
Amortization expense adjustment (net of tax) |
|
|
0.28 |
|
|
|
1.08 |
|
|
|
1.04 |
|
|
Adjusted diluted EPS from continuing operations (non-GAAP) excluding intangibles amortization expense |
|
$ |
1.03 |
|
|
$ |
2.93 |
|
|
$ |
2.66 |
|
See Notes to Unaudited Condensed Consolidated Pro Forma Financial Statements
6
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED PRO FORMA INFORMATION
|
|
(a) |
These adjustments eliminate the operating results of the Performance Adhesives business as if the transaction occurred on October 1, 2018. The direct operating results of the Performance Adhesives business are reported in discontinued operations. The amounts eliminated do not include allocations of corporate expenses included in Selling, General and Administrative Expense. These corporate expenses were $4 million, $20 million and $21 million (or $4 million, $17 million and $20 million, net of D&A) for the three months ended September 30, 2020 and fiscal years ended September 30, 2020 and 2019, respectively. Allocations of corporate overhead remaining with Ashland may not be allocated to discontinued operations for financial statement presentation. |
For purposes of these unaudited condensed consolidated pro forma financial information, estimated income tax rates of 27%, 4% and benefit of (333)% have been used for the three months ended September 30, 2020 and fiscal years ended September 30, 2020 and 2019, respectively. The estimated income tax rates are based the application of the intraperiod tax allocation model in ASC 740, Income Taxes. Historical amounts are from previous filed 10-Q and 10-K documents filed with the SEC.
|
|
(b) |
Amounts are from the Pro-forma adjusted column, which exclude the Performance Adhesives business that is reported in discontinued operations. |
|
|
(c) |
Excludes $39 million of accelerated depreciation during 2019. Environmental reserve adjustment was increased by $1 million, $9 million and $10 million for the three months ended September 30, 2020 and fiscal years 2020 and 2019, respectively, from the previously reported amounts to reflect the new adjusted EBITDA methodology associated with Ashland's establishment of a renewable annual trust for ongoing future environmental remediation and related litigation in fiscal year 2021. |
7
Exhibit 99.2
News Release
Ashland provides update on preliminary fiscal 2021 results and updated financial reporting, reflects the planned Performance Adhesives divestiture1
|
|
o |
Fiscal-fourth quarter and fiscal year sales and adjusted EBITDA consistent with original expectations; |
|
|
o |
New discontinued operations accounting reflecting previously announced Performance Adhesives divestiture; |
|
|
o |
Planned fiscal-fourth quarter earnings release date on Tuesday, November 9, 2021; |
|
|
o |
Planned virtual Investor Day on Friday, November 12, 2021. |
WILMINGTON, Del., November 1, 2021 – Ashland Global Holdings Inc. (NYSE: ASH) provided an update on its expected results for fiscal year end 2021, new discontinued operations reporting and planned earnings release date for the fiscal-fourth quarter.
Fiscal-fourth quarter 2021 preliminary results
Ashland expects to report sales for the fiscal year end and fourth-fiscal quarter of 2021 of approximately $2.1 billion and $591 million, respectively. These figures are $2.5 billion and $697 million, respectively, on the historical-reporting basis including Performance Adhesives.
In addition, Ashland expects to report Adjusted EBITDA for the fiscal year end and fourth-fiscal quarter of 2021 of approximately $495 million and $149 million, respectively. These figures are $571 million and $165 million, respectively, on the historical-reporting basis including Performance Adhesives as reconciled in Table 1 of this release.
“The Ashland team executed at a high level during the quarter despite continued challenges in global supply chain and logistics,” said Guillermo Novo, chairman and chief executive officer, Ashland. “Overall results for the year were consistent with our original expectations as we made incremental progress in successfully delivering products to our customers during the final weeks of the quarter. As we enter fiscal year 2022, supply-chain challenges and raw-material inflation continue to be issues for our team to actively manage. I look forward to discussing our outlook for 2022 and beyond during both our earnings call and virtual Investor Day presentation next week.”
Discontinued operations accounting
In addition to the previously announced agreement to sell the Performance Adhesives business and plans to report the results of that business as discontinued operations beginning with the fourth quarter results, Ashland has restated its income statement results for fiscal years 2019 and 2020 with the Performance Adhesives business reflected as discontinued operations. The restated income statement will be filed today with the
SEC via a Form 8-K. Ashland currently expects the sale of the business to close in the March quarter of 2022.
Fourth-quarter earnings release and webcast
Ashland Global Holdings Inc. (NYSE: ASH) will issue its fourth-quarter earnings release at approximately 5 p.m. ET on Tuesday, November 9, 2021. The company’s live webcast with securities analysts and investors will take place at 9 a.m. ET, Wednesday, November 10, 2021 and include an executive summary and detailed remarks. Simultaneously, the company will post a slide presentation in the Investor Relations section of its website http://investor.ashland.com.
Among those participating in the webcast presentation will be:
|
|
o |
Guillermo Novo, chairman and chief executive officer; |
|
|
o |
Kevin Willis, senior vice president and chief financial officer; and |
|
|
o |
Seth Mrozek, director of investor relations. |
The webcast and supporting materials will be accessible through the Investor Relations section of the Ashland website at http://investor.ashland.com. Following the live event, an archived version of the webcast and supporting materials will be available on the website for 12 months.
Investor Day reminder
As a reminder, Ashland will hold a virtual investor day on Friday, November 12, 2021 beginning at 9 a.m. ET.
The presentations will outline expectations for Ashland's future performance followed by a live question and answer session and a virtual innovation tradeshow. The virtual tradeshow will allow participants to experience an array of new technologies, innovations and applications that Ashland solvers around the world are contributing to meet customers’ needs. During the live event, additional Ashland leaders will be available to participate in virtual question and answer sessions.
To participate in Ashland’s virtual investor day, please register here.
The information in this release is preliminary, based upon information available at the time of this news release, and actual results may differ.
Use of Non-GAAP Measures
Ashland believes that by removing the impact of depreciation and amortization and excluding certain non-cash charges, amounts spent on interest and taxes and certain other charges that are highly variable from year to year, adjusted EBITDA provides Ashland’s investors with performance measures that reflect the impact to operations from trends in changes in sales, margin and operating expenses, providing a perspective not immediately apparent from net income. The adjustments Ashland makes to derive the non-GAAP measure of adjusted EBITDA exclude items which may cause short-term fluctuations in net income and which Ashland does not consider to be the fundamental attributes or primary drivers of its business. Adjusted EBITDA provides disclosure on the same basis as that used by Ashland’s management to evaluate financial performance on a consolidated and reportable segment basis and provide consistency in our financial reporting, facilitate internal and external comparisons of Ashland’s historical operating performance and its business units and provide continuity to investors for comparability purposes.
About Ashland
Ashland Global Holdings Inc. (NYSE: ASH) is a premier specialty materials company with a conscious and proactive mindset for sustainability. The company serves customers in a wide range of consumer and industrial markets, including adhesives, architectural coatings, automotive, construction, energy, food and beverage, nutraceuticals, personal care and pharmaceutical. Approximately 4,200 passionate, tenacious solvers – from renowned scientists and research chemists to talented engineers and plant operators – thrive on developing practical, innovative and elegant solutions to complex problems for customers in more than 100 countries. Visit www.ashland.com and www.ashland.com/sustainability to learn more.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Ashland has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “objectives,” “may,” “will,” “should,” “plans” and “intends” and the negative of these words or other comparable terminology. Ashland may from time to time make forward-looking statements in its annual reports, quarterly reports and other filings with the SEC, news releases and other written and oral communications. These forward-looking statements are based on Ashland’s expectations and assumptions, as of the date such statements are made, regarding Ashland’s future operating performance, financial condition and expected effects of the COVID-19 pandemic on Ashland’s business, operating cash flow and liquidity, as well as the economy and other future events or circumstances. These statements include but may not be limited to Ashland’s expectations regarding the impact of supply and logistics constraints on its financial results, its outlook for FY2022 and its ability to drive sales and earnings growth and realize further cost reductions.
Ashland’s expectations and assumptions include, without limitation, internal forecasts and analyses of current and future market conditions and trends, management plans and strategies, operating efficiencies and economic conditions (such as prices, supply and demand, cost of raw materials, and the ability to recover raw-material cost increases through price increases), and risks and uncertainties associated with the following: the impact of acquisitions and/or divestitures Ashland has made or may make (including the possibility that Ashland may not realize the anticipated benefits from such transactions); Ashland’s substantial indebtedness (including the possibility that such indebtedness and related restrictive covenants may adversely affect Ashland’s future cash flows, results of operations, financial condition and its ability to repay debt); severe weather, natural disasters, public health crises (including the current COVID-19 pandemic), cyber events and legal proceedings and claims (including product recalls, environmental and asbestos matters); the effects of the COVID-19 pandemic on the geographies in which we operate, the end markets we serve and on our supply chain and customers, and without limitation, risks and uncertainties affecting Ashland that are described in Ashland’s most recent Form 10-K (including Item 1A Risk Factors) filed with the SEC, which is available on Ashland’s website at http://investor.ashland.com or on the SEC’s website at http://www.sec.gov. Various risks and uncertainties may cause actual results to differ materially from those stated, projected or implied by any forward-looking statements. The extent and duration of the COVID-19 pandemic on our business and operations is uncertain. Factors that will influence the impact on our business and operations include the duration and extent of the pandemic, the extent of imposed or recommended containment and mitigation measures, and the general economic consequences of the pandemic. Ashland believes its expectations and assumptions are reasonable, but there can be no assurance that the expectations reflected herein will be achieved. Unless legally required, Ashland undertakes no obligation to update any forward-looking statements made in this news release whether as a result of new information, future events or otherwise.
1Financial results are preliminary until Ashland’s FY 2021 Form 10-K is filed with the SEC.
™ Trademark, Ashland or its subsidiaries, registered in various countries.
FOR FURTHER INFORMATION:
Investor Relations:Media Relations:
Seth A. MrozekCarolmarie C. Brown
+1 (302) 594-5010+1 (302) 995-3158
samrozek@ashland.com ccbrown@ashland.com
|
Ashland Global Holdings Inc. and Consolidated Subsidiaries |
|
|
|
|
Table 1 |
|
||
|
Reconciliation of Non-GAAP Data - Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2021 and the twelve months ended September 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions) |
|
3 Months 9/30/21 |
|
|
Fiscal 2021 |
|
||
|
Net income (loss) |
|
$ |
43 |
|
|
$ |
220 |
|
|
Income tax expense (benefit) |
|
|
(2 |
) |
|
|
(38 |
) |
|
Net interest and other financing expense |
|
|
38 |
|
|
|
56 |
|
|
Depreciation and amortization |
|
|
64 |
|
|
|
244 |
|
|
EBITDA |
|
|
143 |
|
|
|
482 |
|
|
(Income) loss from discontinued operations (net of taxes) |
|
|
(10 |
) |
|
|
(47 |
) |
|
Key items included in EBITDA: |
|
|
|
|
|
|
|
|
|
Environmental reserve adjustments |
|
|
10 |
|
|
|
43 |
|
|
Restructuring, separation and other costs |
|
|
— |
|
|
|
10 |
|
|
Asset Impairments |
|
|
3 |
|
|
|
13 |
|
|
Inventory adjustments |
|
|
2 |
|
|
|
4 |
|
|
Net loss (gain) on acquisitions and divestitures |
|
|
— |
|
|
|
(11 |
) |
|
Loss (gain) on pension and other postretirement plan remeasurements |
|
|
1 |
|
|
|
1 |
|
|
Total key items included in EBITDA |
|
|
16 |
|
|
|
60 |
|
|
Adjusted EBITDA |
|
$ |
149 |
|
|
$ |
495 |
|
|
|
|
|
|
|
|
|
|
|
|
Total key items included in EBITDA |
|
$ |
16 |
|
|
$ |
60 |
|
|
Accelerated amortization of debt issuance costs |
|
|
1 |
|
|
|
1 |
|
|
Debt refinancing costs |
|
|
16 |
|
|
|
16 |
|
|
Unrealized gain on securities |
|
|
5 |
|
|
|
(21 |
) |
|
Total key items, before tax |
|
$ |
38 |
|
|
$ |
56 |
|
|
|
|
|
|
|
|
|
|
|
|
Historically Adjusted EBITDA |
|
$ |
165 |
|
|
$ |
571 |
|
|
Performance Adhesives EBITDA |
|
|
(22 |
) |
|
|
(84 |
) |
|
Stranded Costs, net of stranded D&A |
|
|
(4 |
) |
|
|
(14 |
) |
|
Environmental adjustment |
|
|
10 |
|
|
|
22 |
|
|
Adjusted EBITDA |
|
$ |
149 |
|
|
$ |
495 |
|