Welcome, everyone, to Valvoline Inc.'s Second Quarter 2025 Earnings Conference Call and Webcast. We will begin shortly. In the meantime, if you would like to preregister to ask a question, please press star followed by one on your telephone keypad. If you change your mind, please press star followed by two. Thank you for your patience. Hello, everyone, and thank you for joining Valvoline Inc.'s Second Quarter 2025 Earnings Conference Call and Webcast. My name is Marie, and I will be coordinating your call today. During the presentation, you can register a question by pressing star followed by one on your telephone keypad. If you change your mind, please press star followed by two. I will now hand over to your host, Elizabeth Clevinger of Investor Relations to begin. Please go ahead.

Thank you. Good morning, and welcome to Valvoline Inc.'s second quarter fiscal 2025 conference call and webcast. This morning, Valvoline Inc. released results for the second quarter ended March 31, 2025. This presentation should be viewed in conjunction with that earnings release. A copy of which is available on our Investor Relations website at investors.valvoline.com. Please note that these results are preliminary until we file our Form 10-Q with the Securities and Exchange Commission. On this morning's call is Lori Flees, our President and CEO, and Mary Meixelsperger, our CFO. As shown on slide two, any of our remarks today that are not statements of historical fact are forward-looking statements. These forward-looking statements are based on current assumptions as of the date of this presentation and are subject to certain risks and uncertainties that may cause actual results to differ materially from such statements. Valvoline Inc. assumes no obligation to update any forward-looking statements unless required by law. In this presentation and in our remarks, we will be discussing our results on an adjusted non-GAAP basis unless otherwise noted. Non-GAAP results are adjusted for key items, which are unusual, non-operational, or restructuring in nature. We believe this approach enhances the understanding of our ongoing business. A reconciliation of our GAAP to adjusted non-GAAP results and a discussion of management's use of non-GAAP and key business measures is included in the presentation appendix. The information provided is used by our management and may not be comparable to similar measures used by other companies. With that, I will turn it over to Lori.

Thanks, Elizabeth, and thank you for joining us today. I'd like to start with a quick look at our second quarter highlights on Slide three. Our system-wide sales increased 11% to $826 million, and our same-store sales growth for the quarter was 5.8%. Total net sales increased 11% to $403 million when adjusted for the impact of refranchising. Adjusted EBITDA increased 6%, also including the impact of refranchising. Our system-wide store count is now 2,078, up 8% over the prior year. And we announced this morning that Kevin Willis would be joining our team as CFO effective May 19. Before I provide an update on our strategic priorities, I want to cover a couple of topics that are top of mind given the current market environment. First, on slide four, I want to provide our current assessment on tariffs. With what we know today, we expect the impact to be minimal. We put together a cross-functional team more than six months ago to collaborate with our suppliers. Our largest product cost is finished lubricants, which are primarily composed of base oils and additives. It's our understanding that base oils remain exempt from tariffs as of now. And we expect most additives to remain exempt from tariffs as well. The next largest supply category is ancillary products like filters and wipers. We've worked with our suppliers to shift the majority of our supply from China to Vietnam, and we continue to review alternate sources to optimize our flexibility. When we look at our inventory on hand and factor in the ninety-day pause on the reciprocal tariffs, we do not expect a significant change in cost for fiscal year 2025. And we continue to look at other areas of spend to evaluate any tariff impact. As it relates to construction materials and…

Thanks, Lori. It's been an honor and a privilege to be part of the Valvoline Inc. team. I'm looking forward to my retirement, and I'm grateful to have had the opportunity to work with amazing teammates and franchisees over the past nine years. Let's now turn to take a look at the financial results for the second quarter. Net sales for the quarter increased 4% on a reported basis and 11% when adjusted for the impacts of refranchising. System-wide same-store sales increased 5.814% on a two-year stack. For the quarter, approximately one-third of the comp growth came from transactions despite the impact of leap day and the shift of the Easter holiday during the quarter had a combined net 50 basis point headwind for the comp. On the ticket side, premiumization and net pricing were significant contributors. NOCR service penetration was also positive and as expected, did decelerate as we lapped the training initiatives put in place in late Q1 of last year. Turning to the next slide. We'll take a look at the financial drivers for the quarter. Gross margin rate declined 30 basis points year over year to 37.3%. During the quarter, there was deleverage on product cost and store expenses, primarily driven by the depreciation from new stores. These items were partly offset by leverage in labor due to top-line growth, moderating wage inflation, and continued strong labor management. As we shared at the end of fiscal year 2024, we would expect maturing stores to add about $70 million of EBITDA over time. SG&A as a percentage of sales increased 150 basis points to 19.3%. The deleverage was primarily driven by the impact of refranchising, while technology investments account for most of the remainder. Our adjusted EBITDA margin of 25.9% was a 110 basis point decrease over…

Thanks, Mary. I'm pleased with the performance of our business in Q2. Our resilient and durable business is built to deliver growth, despite the macro environment uncertainty. We anticipate the potential tariff increases will have a minimal impact in fiscal 2025, and we will continue to take actions to mitigate, including the flexibility to adjust pricing when needed. With the continued customer demand for our non-discretionary services, we remain confident in the business momentum and are reaffirming guidance. With that, I'll turn it back over to Elizabeth for Q&A.

Thank you, Lori. Before we start the Q&A, I'd like to remind everyone to limit questions to one and a follow-up so that we can get to everyone on the line. Marie, can you please open the line?

If you change your mind, please press star followed by 2. When preparing to ask your question, please ensure that your device is unmuted locally. Our first question comes from the line of Mike Harrison of Seaport Research Partners. Please go ahead.

Hi. Good morning. Morning, Mike. Apologize if I missed this, but can you break out the 5.8% same-store sales between ticket and car count? I know you mentioned that non-oil change revenue was decelerating in terms of the average ticket contribution, and it sounds like there was some day mix headwind to the car count. But roughly, how did that break out?

You know, Mike, we said that transactions drove about a third of the overall comp. And two-thirds were driven by ticket. Transactions were adversely impacted by the net impact of weekday, offset by the Easter shift. So, you know, the Easter shift last year, we were closed on one Sunday that we were open this year. So the net headwind from the combination of those two things was about 50 basis points to the overall comp, and most of that would have been on transactions. So if you were to adjust transactions for that, it would have been closer to fifty-fifty in terms of transaction growth versus ticket growth.

So it was pretty fairly balanced for the quarter, which we're pleased to see continued growth in transactions.

Alright. Thanks for the detail there. And then, just in terms of the EBITDA margin decline compared to the prior year, it seems like that's kind of related to what's going on with SG&A costs. And you mentioned the refranchising impact on SG&A costs. And I'm just curious, is that an area where you're going to be taking some cost actions at some point in the rest of the year? Or is it something that we just need to see you kind of grow into in terms of additional store growth over time? Any thoughts on how we should see that SG&A as a percent of sales trend in the second half and into next year would be very helpful.

Yes. So when we set guidance for this year, we knew this was going to be a bit of a reset year. The refranchising transactions combined with some of the technology investments that we've made, we knew that we were going to see some deleverage in SG&A. My expectation is as we move forward, we'll see that SG&A increase moderate, and we'll be lapping the impact of the refranchising transactions. So I would expect over time, that we should see, you know, some more less challenges in relationship to deleverage on the SG&A line. Anything you'd add, Lori?

No, Mike. I think Mary has it exactly right. This year, we talked about being a reset year because of the decrease in the top line and a lot of the cost to support the full network continuing combined with the step up on the technology side, which is not those kind of step ups aren't ones that we foresee continuing to have to make. And so when we talked about the long-term algorithm, we talked about SG&A growing at a lower percentage than the sales growth. But this year, because of the change on the refranchising impacting the top line, that put pressure. But we don't expect that to continue. We expect to get back towards leveraging our SG&A as we continue to accelerate network growth and drive the core business.

And, Mike, on your question on cost, you know, we're keenly aware of the need for cost efficiency and cost management. So it's an area that gets a lot of attention internally. As we think about, you know, balancing our growth initiatives with the type of investments that we need. Certainly, we've made some big investments on the technology side with our new ERP, our new HRIS system. The new platform into the cloud of our marketing database, and continued work that we're doing around some of the replatforming of the store level technology as well. But, you know, as you think about the management of overall costs, it certainly is an area where we're paying a lot of attention to it and really wanting to drive efficiencies. You know, when you implement some of these systems, you're basically implementing them at kind of a minimum viable product level and then being able to start really leveraging your capabilities over time. And I see there being real opportunities for the organization to be able to take advantage of some of the cost efficiencies in labor management as well as in some of the SG&A categories through better automation, etcetera, from some of these investments that we've made over time.

Alright. Thanks very much.

Thank you. We have a question from Steve Shemesh of RBC Capital Markets. Please go ahead.

Great. Thank you for taking the question. Just higher level, there's obviously a lot of hesitation around the state of the consumer right now. So against that backdrop, you maybe just provide a little perspective on the cadence of comps throughout the quarter and what you guys are seeing quarter to date?

Yeah. Steve. Happy to do that. You know, we did see a weaker February that week was driven primarily by really challenging weather in certain mostly company geographies. But other than that, you know, we saw some pretty consistent January and March and we're pleased with, you know, the continued strength of the business as we come through April here and into the early first week in May.

Yeah. I would just add that, you know, this industry has very resilient demand because it's nondiscretionary, and there are a lot of underlying and positive tailwinds that we get from consumers, you know, driving more miles, and that's back to close to levels and growing, keeping their vehicles longer, and looking for convenience. So those things all bode very well in terms of the underlying factors that are driving our business. I would just reiterate based on my prepared remarks, we continue to not see customers trading down or deferring their service overall. And we look at that by income demographic segment as well as store performance tiers. And overall, we saw growth across every dimension that we look at and that was on a transaction basis as well as on an NOCR basis.

Got it. That's very helpful. And then just a follow-up on gross margin. Are you seeing any impact from base oil deflation, any benefit at this point? And maybe just a refresher on how exactly your contracts work and when that would actually flow through the P&L?

Yeah. We've seen some we saw some modest deleverage in product cost in the quarter. Which were impacted to some degree by some of the reductions we saw in waste oil collection benefits. We also, you know, as we look forward, there's been about a $10 a barrel decline in crude. And we know that over the longer-term time frame, base oils tend to follow crude. As we're looking forward, we haven't really seen that benefit start coming through certainly, indexes haven't adjusted but, you know, we'll continue to monitor it closely with our primary supplier. I'll remind you that we're kind of in that high demand season for lubricants. So I'm not terribly surprised but, you know, I'm hopeful that over time, we'll see some nice tailwinds from declining product cost and, you know, all of that again is offset by some of the other uncertainties, you know, as that, you know, to reduce broader consumer demand for crude can continue to drive down those product costs, whereas, you know, if there's any kind of refinery interruption, turnarounds and those types of things can tighten demand. And so we keep a close eye on it with our supplier, but right now, we haven't seen any specifics as it relates to the balance of the year. In terms of and nor have we baked anything into our guidance for, you know, potential future reductions.

I'll just add, Steve, that you know, 53% roughly of our store base is franchise operators, and based on the contracts that we have with them, we pass that through on a penny adjusted basis when the index comes through. So you have a few things that counter any base oil impact or tailwind that we might get in margin one. We pass it through to the franchisees. Two, waste oil waste oil tends to move up and down as base oil index changes. So there are a lot of things that will negate having the tailwind, but, obviously, we'll look and continue to work with our supplier to lower our product cost.

Got it. Thanks very much, and best wishes, Mary.

Thank you. We have a question from Simeon Gutman of Morgan Stanley. Please go ahead.

Hey, good morning, everyone, and congratulations, Mary. My first question I heard comments quarter to date sounded fine. If we take the run rate that you did in the second quarter and then add back 50 basis points, is that like holding everything else constant, which I realize is a lot of assumption in there, that should be the baseline run rate going forward for comps through the second half of the year?

You know, Simeon, there's other that come into play. Certainly, you know, lapping last year's numbers both from a transaction and a ticket perspective come into play. You know, we're lapping some of the initiatives on ticket for NFCR, although we're still seeing positive NFCR penetration. We're lapping some weaker transaction numbers from last year, which are helping our comps. We also are entering in December drought season, and certainly expect strong growth from a summer dry season perspective. And always working on, you know, marketing initiatives that'll help us to drive higher levels of new customer acquisition as well as existing retention. So I would certainly say that, you know, you could think of that as certainly being part of a range, but you know, our expectations of our guidance for same-store sales for the full year in that 5% to 7% range still holds.

Okay. And my follow-up the franchise store comp being a bit ahead of the company-owned, we've seen spreads like this before. So it may just be seasonal location. Can you just talk about simplistically I guess, on paper, you can argue that you should franchise more. And then are should the rate of refranchising this year puts that spread even a little bit higher, what should we expect with that spread? And how do we read it? Like, how should we look at it?

Yeah. It's a good question, Simeon. What I would say is year-over-year comparisons always have a play. But when we look at the comparison and what really drove the difference between the two, is it was net pricing. And when we look at our franchise-based system by system, they have done pricing changes at different times. And so, we just see that that is the biggest difference driver between the two comps is the number of system changes pricing changes that have happened on the franchise side that have not fully lapped a full year. So going back to the last question you have, that does have an impact on the go forward. Some of those will lapse. Some of them will not. Our franchisees have full pricing authority for their businesses. You know, we can do benchmarking in the marketplace broadly with dealers and other competitors, and we provide that information to them that they need to when those pricing actions need to get taken. I'll also just remind you that some of our franchisees are in geographic areas. And so as they have labor, other inflationary pressures, they may pass that through more quickly than we might see in the central part of the US where most of our company stores operate.

Okay. Thanks, Lori. Good luck.

Thank you. We have a question from Max Rachaelinco of TD Cowen. Please go ahead.

Great. Thanks a lot, and congrats on a nice quarter. Can you guys first discuss the pricing environment that you're seeing and whether peers are starting to move their price points around? And then bigger picture, how do you think the competitive environment could evolve if the backdrop were to soften?

Yeah. On the pricing environment, we're not actually seeing any significant changes from the competition, and I say that very broadly. I'm looking at the way dealers are competing, the way auto repair shops or tire centers who also do oil changes, are pricing, as well as, like, the retail auto service centers and quick lubes. What we would say is there's, you know, we do look at pricing, and we are watching to see if given the tariff-related environment, if there are folks that are changing their pricing, we're not seeing it pervasive, but it is a very fragmented marketplace. And so it's something that you do have to watch and look at in detail by region. But we're not seeing significant pricing changes. We have seen over the past year some competitive spots where they have caught up to the market. But I don't think they're going beyond or significantly outpacing the market from a pricing increase perspective. As it relates to the competitive environment, you know, continue to say that we don't see any significant changes in terms of the competitive landscape. Again, it's very fragmented. So it's difficult to see anything meaningful happening across the entire market, but we're not really seeing anything significantly different. We do expect that marketing spend overall for the industry will increase as we move into summer drive. Just looking at Google search, the number of searches for oil change near me goes up at this time of year. And therefore, it's got a great return on investment for not just us, but others. To spend in marketing in that way. But when we step back, we know that we're going to continue to win share and grow transactions across geographies. And even in our mature stores, which we've done.

Got it. Appreciate all the color. And then oh, go ahead.

Go ahead.

Okay. So next question. Just curious. Did the pricing component of ticket if accelerate in 2Q? And if so, what do you attribute that to?

I missed that question. Can you I missed the start of that question. Sorry. Can you repeat it?

Oh, did the pricing component of ticket accelerate in February? And if it did, what do you attribute that to?

The pricing component of ticket overall was strong. I don't think it was accelerated relative to past performance. It was largely consistent. And when we look at the contributors in Q2, I think Mary covered this, premium mix premiumization, and net pricing were the two main contributors contributing roughly equally to the ticket overall, but NOCR was also a positive contribution. And I think the biggest change as it relates to ticket from Q2 relative to Q1 is on the company side, we lapped the NOCR initiatives, which were such a huge contributor to our same-store not huge, but a significant contributor to our same-store sales comp over the last four quarters. It's still positive. It's just not at the same magnitude as it has been.

Got it. Thanks a lot, and best regards.

We have a question from Steven Zaccone of Citi. Please go ahead.

Hi. This is Ayanna Warren on for Steven Zaccone. Thank you for taking our question. The first question is, what can we expect with the drivers of same-store sales growth in the second half between ticket and transaction?

I just you're a little muffled. Let me just clarify. I think your question was, what do we see the drivers for future growth in the company as it relates to a balance between ticket and transaction. Is that right?

Yeah. Same-store sales growth in the second half.

Oh, in the second half. Yeah. Okay. Thanks for clarifying. You know, I'll ask Mary to comment. But as we've been saying throughout the year, we see a really nice balance between transaction and ticket for the entire year. More so than what we've been in the past as we've lapped a number of initiatives from pricing as well as NOCR growth. So I think as you look forward to the back half of the year, we continue to expect that a balance between transaction growth and ticket growth. I'll just restate, you know, when we look at Q2 performance, we saw growth in transactions across our store quartile, even in our mature stores. We're continuing to grow vehicles served per day. So and that's exactly what we're trying to do is we're trying to grow the number of transactions we have in our existing stores ramp up new stores, while continuing to give great service, which will drive that ticket component as well.

Got it. Thank you. And then my is, can you talk a bit more about gross margin performance in the second quarter? And how it performed versus your own expectations. And if your full-year view on gross margin being flattish year over year has changed at all?

Yeah. Gross margin overall was pretty much in line with our expectations. You know, if you look at the impact of new store depreciation, gross margin would have actually been up 10 basis points if you exclude the impact of new store depreciation. So, you know, we had talked about margin over the year being, you know, relatively flat year over year in our last quarter's call and then when we set guidance originally. So we did see overall a little bit of deleverage in the quarter, but, you know, it was pretty much consistent with what we expected.

Thank you.

Thank you. We have a question from David Bellinger of Mizuho. Please go ahead.

Hey, good morning. Thanks for the question. Mary, thanks for all your help over the years. First one, just another crack on the SG&A side. Are there any areas of the business where you're seeing OpEx overages running hotter than your internal plan? And then should we expect you to leverage SG&A as you go into fiscal 2026?

So we are not seeing any hot areas of SG&A overages relative to how we plan the year. You know, I think we're doing a good job of managing SG&A relative to what our expectations for the year were when we set guidance. So I think the answer to your first question is no. Nothing happening that's a surprise there. And, again, the biggest challenges we've been faced with in that deleverage has been the refranchising as well as the technology investments. On the technology side, you know, we went from legacy systems that had been in place and fully depreciated and amortized to, you know, both the implementation costs as well as the operating costs for new systems on new platforms that were significantly higher. So we see a one-time step up related to those investments that we've made on the technology side. As it relates to moving forward, you know, we'll provide guidance at the appropriate time, but I think Lori mentioned earlier in the call that we do expect SG&A growth to moderate. And to be below where we see sales growth going forward. So, you know, we would expect that we'll see some leverage in SG&A moving forward in the new fiscal year.

Very good. Yeah. Yep. Got it. Thanks for that. And then just a follow-up on an earlier one, but it was still a little unclear. So how do lower oil prices impact your gross margins? And can you talk about the amount and timing of any impact that you might see?

Yeah. So, you know, again, lubricants generally trail the pricing for lubricants generally trail or in specifically base oils, and additives that go into the makeup of lubricants generally trail the broader market for crude. So, you know, over time, they're very poorly correlated. So over time, as you see changes in crude, either up or down, if those changes stay in place for a protracted period of time, you generally will see the cost of lubricants either go up or down over the longer-term time frame. So, you know, that's what we have seen and experienced in the business. Where we are right now is we certainly short term have seen declines in crude. Those have not flowed through to the index base oil index prices yet. Nor, you know, has our supplier communicated that they're seeing, you know, significant opportunities moving forward for lower costs, but we still believe that if crude stays at this depressed level over time, that we should see some tailwinds.

And those aren't necessarily passed on to consumers. Right? You would hold your pricing firm? Or is that a lever you could play if we do get more promotional in any way?

Yeah. We haven't I don't think across the industry, you've seen people lower their posted prices. You can make decisions around reinvesting some of that to drive more growth. But posted prices haven't really come down as base oil or crude prices vary. In the same way, though, when we've always talked about when the base oil prices go up, you know, we have to pass that through to franchisees, which is an offset and we look to pass that through to consumers. But typically, it's not the reverse. When the base oil prices come down, you don't see people clawing back their pricing. We haven't had a history of doing that either. Wouldn't plan to do so.

The other thing I would remind you of, David, is, you know, our largest component of our cost of goods sold is our labor cost as well as our store expenses. So, you know, product costs are a lesser component of the total cost of goods sold. So it does have an impact, you know, both up and down in terms of margins, but it certainly, you know, we've spent a lot of time looking at, you know, the larger aspects of our overall cost of goods sold in terms of managing our margins.

Very helpful commentary. Thanks again, Mary.

We have a question from Katharine McShane of Goldman Sachs. Please go ahead.

Good morning. This is Mark Jordan on for Katharine McShane. Thank you for taking our questions. Sounds like non-oil change revenue continues to be a tailwind here, but maybe in the near term, it will be less so as we lap last year's initiatives. So can you remind us what your penetration is right now with non-oil change and how that varies by quartile?

I'll start, and then I'll ask Mary. We actually don't share the details on penetration rate. What I can say is that our penetration rate has been growing across our non-oil change revenue services, and it did increase this last quarter as well. When we look at, you know, what services increased in penetration, the visual elements of our non-oil change revenue services are the ones that have been increasing and continue to tick up. Those are the things that we can physically show the customer how the performance of those items is doing. Windshield wipers, blades, battery, air filters, cabin air filters, etcetera. That's the biggest component. And the reason it's the biggest component is also because it's the things that the customer needs more regularly. As miles driven go up, the need for those or the frequency of those also increases with miles driven. So we continue to grow our penetration. We look at it both from an income demographic as well as from a store performance demographic. And on an income demographic, in stores with lower income demographics, there is some difference. But we continue to increase penetration even in those. And that's really we attribute that to operating excellence of our process, and just making sure that we can communicate, you know, what is needed and show the customer. So when our team follows the process, that process sells those services on its own. We don't have to do a heavy sales approach. You just need to show the customer the performance of the item.

Yeah. And I think importantly, Lori, you know, we're seeing growth in core non-oil change revenue impacted ticket across every quartile. So even though we do have differences in performance by quartile, there's growth across all four quartiles, which we'd really like to see.

Yeah. And we've seen it increase in penetration for low-income household demographic stores. Pretty consistent with the high income. So and part of that is educating our team on the importance of these items and not underselling them to consumers in those areas. Because it does drive safety for our customers. So really just educating our team on why these are important and ensuring that they have the right stock they can do them quickly. They're driving convenience and ease for our customers. Those things actually really matter.

You know, Lori, you mentioned earlier as well that one of the big differences in, you know, having lower turnover and the right talent and the right places is we actually with the right talent that's well trained, we see higher NLCR penetration. Which is driven by that training and that education of the customer on the services being provided. So, you mentioned earlier, we're really well positioned going into the summer dry season. With talent, we're feeling really good about the position where we are right now.

Agree.

Perfect. Thank you for that. And then I guess it sounds like you're not seeing any changes in customer behavior, which is good to hear. You know, but if we think about the potential for, you know, maybe a softer macro at some point, would you expect to see some degree of deferral with oil change intervals maybe extending out a month or two or another thousand miles? And would you expect to see, you know, certain of these attachment rates for some non-oil change services come under pressure?

You know, before I came to Valvoline Inc., that would have been my assumption. But part of what you have to understand how the customer's thinking about it is as the price of a new vehicle or changing their vehicle is increasing. So the worry about what the outlay would be for upgrading their vehicle and or repairing their vehicle if they didn't maintain it. The price of those things is actually, I think, created the demands or the realization from the customer for most of the customers. I'm not saying that everybody defers, but for most customers, will continue to maintain the vehicle they have to lower their overall sort of outlay of cash. So, you know, as customers are driving more and as they're keeping their vehicles longer, I think some of the macro uncertainty and tariff and implications create more uncertainty around large repair bills and or car vehicle replacement or upgrades that actually create the resiliency in our industry. So I would say it feels like they're more resistant to defer trade down. Although, I know that's not going to be the case for a percentage of customers. When we look at the customers that we serve, we don't see it. We continue to watch for it.

Perfect. Thank you very much.

We have a question from Thomas Wendler of Stephens. Please go ahead.

Hey, good morning, everyone. Maybe just one more from me. Hey. As we think about the development agreements you have, how should we be thinking of the pace of new locations there? I think you noted, you know, 20 new stores in 2025, then you've kind of talked around the a franchisee going from one to four new locations a year. Just any color around that.

Yeah. And the reason why we gave the update is because we always expected that when we refranchise a market or when there is a franchisee change in ownership, it does take time to build momentum. And so as we're just a few months in, we're already seeing that momentum change in a very positive way. And I don't want to say that, you know, three or four stores is enough for us to declare victory, but it is coming very quickly. The opportunities in the marketplace to grow and put more stores on just given our stores only covered 35% of the population. You know, we're seeing that momentum accelerate. And when we laid out our overall strategy to accelerate network growth, which included refranchising and changing out franchise ownership with franchisees that had more opportunity in their market, but were not investing appropriately against that opportunity. We knew that it would take us a couple of years to get those in place. And then the momentum would start to build. And that's exactly what we're seeing. While this year, the delivery in the first half is lower than what might have been expected, we look at the construction that's underway and the pipeline of acquisitions we feel very strong for guidance and we feel we still feel very good about the momentum we have to get to our 250 new units per year by FY 2027. So, you know, I think the development agreements help. We have carrots and sticks in those agreements, and they've been serving us well. And we continue to ask our franchise partners what we can do to support them and their growth.

Perfect. I appreciate the color.

We have a question from Chris O'Cull of Stifel. Please go ahead.

Thanks. Good morning, guys. Lori, I had a question about the Breeze Auto Care system. Can you talk a little bit about the level of investment needed to integrate that system? And I'm thinking about rebranding technology investments. Just curious what you discovered during your due diligence.

Yeah. Thanks for the question on Breeze. I was wondering if anyone was going to ask because it's a pretty exciting opportunity for us to grow our network at a considerable clip with just one transaction. And we continue to be very excited about Breeze. It's a well-run business that complements us from a geographic perspective. Our main focus right now is to work with the FTC to close the transaction. And, obviously, we look forward to providing more updates once we can get to that point. I think as we do our diligence, we look at every location and we look at it as if we were running it like we run our current network. And how much upside we would expect to drive with our brand, with our marketing sophistication, our fleet sales activity. You know, there are always implementation costs, but I think the investments we've been making that Mary talked about earlier, our ERP system, our HRIS system, even moving the marketing data into the cloud, which allows us to integrate data in more quickly, more seamlessly. All of those things will drive a more efficient integration over time. But, obviously, our main focus is to work with the FTC closely so that we can close the transaction. And then I'll be excited when that day comes, and we can talk more about the forward-looking plans that we have for the combined business.

Okay. Thank you.

We have a question from Justin Kleber of Baird. Please go ahead.

Hi, good morning. Thanks, everyone, for taking the questions. Curious if you gave any thought to tightening the comp outlook like you did last year after 2Q. It doesn't sound to me like the business is getting any more volatile, but the implied back half guide is pretty wide. And it looks like it would include something below 4% at the low end. Assume you're not planning the business at that level, but I guess just trying to understand what the biggest swing factors are in your view as it relates to the second half comp. Is it more about transactions, or is it more about ticket?

Yeah. Good question. We didn't narrow our guidance. I think it was important for us to reaffirm our guidance. And you'll remember the first half of the year typically contributes 40 to 45% of our year from a profit standpoint. And, you know, 55 to 60% of it comes during the drive season, which is Q3, Q4. So I think given how much we have ahead of us, I think we just didn't feel that now is the right time to narrow guidance. I will say that we feel very confident on all elements of our guidance. So I think we feel very good that the momentum of our business is on track, and we expect to deliver within the guidance on every element. Mary, would you have anything to add to that?

No. I think it's a good summary, Mark.

Got it. Okay. Thanks for that. And just a modeling question as we think about the third quarter, and it sounds like you're going to have an Easter shift headwind. Don't know if there's any other offsetting day mix impacts, but just how are you thinking about or how should we think about the headwind to the comp from Easter moving into fiscal 3Q this year?

Yeah. Sure. You know, we had a little bit of a benefit in Q2 from Easter where we were closed on a Sunday last year. This year, we were closed on a Sunday in April. The benefit that we saw in the month of March, excuse me, in the quarter related to that was about 80 basis points which offset the 30 basis points from weekdays. So that was a net 50 basis point headwind in the second quarter. So, you know, we'll see a little bit, you know, that reverse headwind on the Easter shift in the third quarter. But overall, we've got that pretty well factored into our guidance and expectations when we plan the quarter.

Alright. Thanks so much.

We have a question from Peter Keith of Piper Sandler. Please go ahead.

Hey. Thanks. Good morning, everyone. On the refranchising, I don't think it was quantified, but is there a way that you could give us the lost sales and EBITDA in the quarter from the refranchising? And what those numbers will then look like for Q3 so we can make sure we get our model set appropriately.

Yeah. So in the press release, we issued this morning, we included a chart that shows both revenue and adjusted EBITDA recasts for last year as if the refranchising had occurred, you know, and they've been in place last year. And, of course, for the current year as we reported it. So you can actually see the impact on revenues and EBITDA kind of detailed out there in a for the quarter, we had an impact on EBITDA recast for the refranchising was up 6%. And other than that, you know, I think that chart that's in the press release should be able to help you with that modeling question.

Okay. Thank you for that. We are assuming in a lot of earnings this morning, so I'll take a closer look once the call concludes. What about on the EBITDA margin decline including refranchising for the rest of the year and all the various puts and takes is this the low watermark for year-on-year EBITDA margin decline and perhaps there's continued declines, but just not to the tune of what we saw in Q2?

Yeah. You know, I think if you just look at your modeling relative to, you know, the guidance that we provided, you should be able to see, you know, the overall impact. You know, we reiterated our guidance at the $450 to $470 million of EBITDA. And we've reiterated our net revenue guidance as well in the $1.67 to $1.73 billion range. So I just think, you know, if you look at that from a quarterly basis and do your math, you should be able to see that play out. I would expect that the deleverage in SG&A will moderate in the back half of the year. So helping me with that math a little bit, I think that we should see some improvement in EBITDA margins in the back half of the year.

Okay. Thank you very much.

We have a question from David Lantz of Wells Fargo. Please go ahead.

Hey. Good morning, and thanks for taking my questions. You talk about the cadence of new store openings in the second half of the year? And if demand proves choppier than on the back of tariffs, would you contemplate pushing any of those openings to 2026?

Yeah. Good question. As I mentioned, we did 33 new store additions for the quarter and we're at 68 for the year. It's a little slower start than what we had in FY 2024. I think largely just given the timing of M&A closure. Closings. But when we look at our like, what units are in construction, meaning they're already broke ground, they're already moving forward. And all the work we've done in the past eighteen months around permitting support to work with cities to make sure, you know, as we get trades done and they have to be approved before we can move forward. I think we feel pretty strong about the timing of those construction openings. Obviously, they can always move, you know, a week or two around. But in general, we feel good about those. And then when you look at the acquisition pipeline, both for us and for franchisees, in terms of those that are already under LOI or were, you know, actively negotiating the final details on. And when we add all of those up, with some wiggle room as we always would have, feel pretty comfortable in our guide of 60 to 85 for the year. And that will be well within that range.

Got it. That's helpful. And then think you've mentioned it.

I don't think we mentioned it. We did have a couple of closures on the franchise side. And that's pretty unusual to have two and a quarter. But these related to lease expiries. And we typically have them from lease expiries or store relocations. It's very rare given the profitability of our stores across the network, but we did have two this quarter, which we factored into the numbers I shared.

Got it. That's helpful. And then on gross margin, seems like expectations are still flat for the year. But is there anything we should keep in mind in Q3 and Q4 as we're modeling outside of the compares?

You know, just the fact that we're going into summer dry season just kind of naturally, a little bit of leverage there on the margin side. If you look at the cadence of margin rates over the four quarters, over the last two years, you know, typically, the back half of the year has stronger margin rates than the front half of the year, and we certainly expect that again this year.

Got it. Thank you.

We currently have no further questions, so I will hand back to Lori Flees for closing remarks.

Thank you. Appreciate all the great questions today. I wanted to take a minute on behalf of the entire Valvoline Inc. team to extend a heartfelt thanks to Mary once again for her exceptional partnership and leadership on the Valvoline Inc. team. We certainly would not be the company we are today without having had Mary's expertise and just thoughtful leadership on the team. Additionally, we're thrilled to welcome Kevin, who brings deep financial expertise and will undoubtedly hit the ground running with our teams given his past experience with Valvoline Inc. We delivered a strong quarter in line with our expectations. That's why we're reinforcing or reconfirming our guidance, and we feel good about the momentum of the business. With our differentiated service model, we are really in good shape to continue driving market share gains and delivering strong profitable growth. So appreciate the time that you've all spent today with us.

This concludes today's call. Thank you all for joining. You may now disconnect your lines.