Weber Inc. Reports Fiscal Year 2022 Results

Delivered net sales of $1.6 billion in fiscal year 2022

Maintained global category leadership and best-in-class product suite

Executed on cash flow and cost management plan to deliver $110 million of future cash benefit

Significantly enhanced liquidity and capital structure with additional $350 million of unsecured borrowing capacity subsequent to quarter-end

Weber Inc. ("Weber" or "the Company") (NYSE:WEBR) today announced its financial results for the fiscal fourth quarter and full-year 2022, ending September 30^th.

Weber reports its financial performance in accordance with accounting principles generally accepted in the United States of America ("GAAP") and as adjusted on a non-GAAP basis. Please see "Non-GAAP Financial Measures," and "Reconciliation of GAAP to Non-GAAP Financial Information" below for additional information and reconciliations of the non-GAAP financial measures to the most comparable GAAP financial measures.

For the year, Weber generated net sales of $1,586 million, gross profit of $434 million, net loss of $330 million, and $1 million of adjusted EBITDA loss.

"Weber is delivering world-class, innovative outdoor cooking products around the world and remains the global category leader. We continue to operate with a consumer-first mindset, build on our brand strength and identify disciplined opportunities across our product categories and channels," said Alan Matula, interim Chief Executive Officer of Weber. "Our fiscal fourth quarter and full-year performance demonstrates that we have maintained significant growth compared to pre-pandemic levels. We continue our focus on the key initiatives we set forth in the third fiscal quarter. We look forward to executing against our growth strategies in 2023, introducing exciting products and creating additional value for our customers and all stakeholders."

FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2022

• Fiscal year 2022 net sales decreased 20%, to $1,586 million, from $1,982 million in the prior year. The decrease was driven by slower retail traffic, both in-store and online in all key markets, due to macroeconomic factors including falling consumer confidence levels and inflation. Foreign exchange accounted for $65 million of the net sales reduction.
• Net sales decreased 26% in the Americas, to $820 million, from $1,102 million in the prior year; EMEA decreased 16%, to $613 million, from $726 million in the prior year; and APAC sales were $154 million, and essentially flat versus the prior year at $154 million.
  • Foreign currency negatively impacted net sales by $2 million, $56 million, and $7 million in the Americas, EMEA, and APAC respectively.
• Gross profit decreased 47% to $434 million, or 27.4% of net sales, compared to $825 million, or 41.6% of net sales, in the prior year.
• Net loss decreased to $330 million, or (20.8)% of net sales, compared to net income of $6 million, or 0.3% of net sales in the prior year. Adjusted net loss decreased 222%, to $195 million, or (12.3)% of net sales, compared to the adjusted net income of $161 million, or 8.1% of net sales in the prior year.
• Adjusted EBITDA decreased 100%, to a loss of $1 million, compared to $307 million, or 15.5% of net sales, in the prior year, driven by the pressures noted above, and partially offset by the initiated selling, general, and administrative expense reductions.
• Net cash used in operating activities was $363 million for the fiscal year ended September 30, 2022, as compared to net cash provided by operating activities of $54 million in the prior year, with the variance driven primarily due to lower operating results. Additionally, there were unfavorable impacts from accounts payable balances driven by lower purchases in the current year period and timing of payments.

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022

• Net sales decreased 52%, to $168 million, from $350 million in the prior year quarter.
• Net sales decreased 60% in the Americas, to $84 million, from $211 million in the prior year quarter; EMEA decreased 54%, to $49 million, from $108 million in the prior year quarter; and APAC increased 10%, to $35 million from $31 million in the prior year quarter.
• Net loss of $152 million, or (90.5)% of net sales, compared to a net loss of $86 million, or (24.6)% of net sales in the prior year quarter. Adjusted net loss was $96 million, or (57.1)% of net sales, compared to adjusted net loss of $35 million, or (10.1)% of net sales in the prior year quarter.
• Adjusted EBITDA loss of $63 million, or (37.4)% of net sales, compared to $14 million loss, or (4.0)% of net sales, in the prior year quarter.

CASH FLOW AND COST MANAGEMENT PLAN

Following a detailed review in August 2022, the Company initiated a plan to manage cash flows, preserve liquidity, expand gross margins, and reduce SG&A expenses. The Company has successfully executed the previously announced actions and expects a future cash benefit of $110 million, net of restructuring costs.

SUBSEQUENT TO QUARTER-END ACTIVITY

On December 12, 2022 Weber announced that it has entered into a definitive merger agreement pursuant to which investment funds managed by BDT Capital Partners LLC ("BDT") will purchase all of the outstanding Class A Shares that they do not already own, for $8.05 per share of Class A common stock of Weber, which implies a total enterprise value of $3.7 billion for Weber. A special committee of the board of directors (the "Special Committee"), comprised solely of independent directors, advised by its own independent financial and legal advisors, unanimously recommended that the Weber board approve the transaction. Acting upon the recommendation of the Special Committee, Weber's board approved the transaction. Upon completion of the transaction, Weber will become a privately held company majority owned by BDT investment funds. The transaction is expected to close in the first half of 2023, subject to customary closing conditions.

Additionally, on December 12, 2022, Weber announced that BDT investment funds have agreed to provide the Company with an additional unsecured loan facility in the aggregate principal amount of $350 million. The previous loan agreement, disclosed on November 8, 2022, for $61 million will remain outstanding.

FISCAL FOURTH QUARTER AND FULL YEAR 2022 INVESTOR CONFERENCE CALL DETAILS

A conference call to discuss these fiscal fourth quarter and full-year 2022 financial results is scheduled for today, December 14, 2022, at 7:30 a.m. Central Time. Investors and analysts are invited to dial 844-200-6205 (international callers, please dial 929-526-1599) approximately 10 minutes before the start of the call. Please reference Conference ID 339681 when prompted. A live webcast of the conference call and supporting materials will be available on the Weber investor relations website, https://investors.weber.com. In addition, a replay and transcript of the webcast will be posted to the same website once available.

ABOUT WEBER INC.

Weber Inc. headquartered in Palatine, Ill., is the world's leading barbecue brand. The Company's founder George Stephen, Sr., established the outdoor cooking category when he invented the original kettle charcoal grill 70 years ago. Weber offers a comprehensive, innovative product portfolio, including charcoal, gas, pellet and electric grills, smokers, and accessories designed to help outdoor cooking enthusiasts discover what's possible. Weber offers its barbecue grills and accessories, services, and experiences to a passionate community of millions across 78 countries.

NON-GAAP FINANCIAL MEASURES

This press release contains certain financial measures not presented in accordance with GAAP, including Adjusted EBITDA and Adjusted Net (Loss) Income, which are used by management in making operating decisions, allocating financial resources, and internal planning and forecasting and for business strategy purposes. Adjusted EBITDA and Adjusted Net (Loss) Income are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing our financial results. The use of non-GAAP financial information should not be considered as an alternative to, or more meaningful than, the comparable GAAP measures. In addition, because our non-GAAP measures are not determined in accordance with GAAP, it is susceptible to differing calculations, and not all comparable or peer companies may calculate their non-GAAP measures in the same manner.

Management believes that such measures are commonly reported by issuers and widely used by investors as indicators of a company's operating performance. Please refer to the reconciliations of Adjusted EBITDA and Adjusted Net (Loss) Income to the most directly comparable financial measures prepared in accordance with GAAP below.

FORWARD-LOOKING STATEMENTS

This press release contains various "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which represent Weber's expectations or beliefs concerning future events. In some cases, you can identify these statements by forward-looking words such as "may," "might," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue," the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors discussed in the section titled "Risk Factors" in our Annual Report on Form 10-K.

Our future results could be affected by a variety of other factors, including: uncertainty of the magnitude, duration, geographic reach, impact on the global economy and current and potential travel restrictions of the COVID-19 outbreak; the current, and uncertain future, impact of the COVID-19 outbreak on our business, growth, reputation, prospects, financial condition, operating results (including components of our financial results), and cash flows and liquidity; risks relating to any unforeseen changes to or effects on liabilities, future capital expenditures, revenues, expenses, earnings, synergies, indebtedness, financial condition, losses and future prospects; the ability to realize the anticipated benefits and synergies from business acquisitions in the amounts and at the times expected; the impact of competitive conditions; the effectiveness of pricing, advertising, and promotional programs; the success of innovation, renovation and new product introductions; the recoverability of the carrying value of goodwill and other intangibles; the success of productivity improvements and business transitions; commodity and energy prices; transportation costs; labor costs; disruptions or inefficiencies in supply chain; the availability of and interest rates on short-term and long-term financing; the levels of spending on systems initiatives, properties, business opportunities, integration of acquired businesses, and other general and administrative costs; changes in consumer behavior and preferences; the effect of U.S. and foreign economic conditions on items such as interest rates, statutory tax rates, currency conversion and availability; legal and regulatory factors including the impact of any product recalls; and business disruption or other losses from war, pandemic, terrorist acts or political unrest.

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