Leroy Ball
Analyst · Seaport Global Securities. Please go ahead
Thanks, Mike. As I get into the outlook for our various business segments, I will also take time to provide more information and context for the six main points I had mentioned in the front end of my comments. Number one, our wood preservation strategy is working; number two, reorganization is important to the long-term sustainability of Koppers; three, the importance of the KJCC sales; four, our continued hard look is the value of our non-core assets; five, how adding new product to our portfolio importantly fits our company's purpose of protecting what matters and preserving the future; and six, our plans to utilize the at-the-market stock issuance instrument. So if you refer to slide 11, it provides a great visual representation of the work that has been done since 2014 to transform Koppers from a primarily carbon product-based company focused on more volatile end markets to being a global leader in wood technologies. Over that time period, we've essentially flipped the script going from a company that had a little more than 1/3 of its portfolio in wood to a company that today has over 2/3 of its portfolio in wood, and after the recently announced sale of KJCC is completed, our wood-based portfolio will exceed 70% with the potential to go even higher. And as we've restructured our business around that philosophy, our profitability has gone up, our margins have gone up and remained at levels only temporarily reached more than 10 years ago, and our operating cash flow has exceeded $100 million four out of the last five years. If we achieve the numbers we're projecting on our wood-based businesses in 2020 than those businesses for 2019 and 2020 will have added approximately $50 million in EBITDA over that two-year period. That is real improvement and does not include impact from 2018 acquisitions. So all signs continue to point a positive direction supporting our strategy built around wood. Next, I'll talk about some of the recent organizational changes and how they fall into our long-term strategy in an important way. First, I'll mention the promotion of Jim Sullivan at the beginning of the year into the Chief Operating Officer role. Jim has progressively taken on more responsibility since joining Koppers in 2013. Having him take the lead role overseeing all of our interconnected businesses was an important and much needed step. Jim is charge with pulling resources together in a more productive fashion to unlock the opportunities we have to create more value for all stakeholders. One early example is optimizing our North American treating network, which didn't gain near as much traction in 2019 as I had hoped or expected. As our teams under Jim have been refreshed and realigned, we're already seeing greater energy to drive results for Koppers and much more collaboration. There are many possibilities and scenarios we can eventually deploy to deliver significant benefits. At this point, it is about lowering our cost structure while still providing opportunities to increase market share, while maintaining operational flexibility. The other major organizational change that was made at the beginning of 2020 was elevating Leslie Hyde from her role as the company's Vice President of Strategy and Risk to the role of Chief Sustainability Officer. Why now? Why that role? And why Leslie? First, let me state the obvious. The concept of corporate sustainability is here to stay and has gained momentum over the years that will only continue as company seek to balance the demands of many different competing stakeholder groups. The bottom line, it's incumbent upon me to lead efforts to figure out how the Koppers business model remains relevant or evolves to continue rewarding our owners, solving our customers' most important challenges, supporting employees and their families and serving as a responsible steward to the communities that we impact every day. At Koppers, we do so much already to help ensure our future, but we also fall short of our standards on occasion, and we need to be better. It's good business and a responsible thing to do. Leslie has a passion for sustainability. We need more discipline and focus on challenging ourselves to think longer term, and if not now, [indiscernible] is littered with companies that lost their license to exist because they relate to the game on corporate sustainability and social responsibility. Leslie is tasked with helping me to make sure that that will never be the case here at Koppers. The final item I want to mention on the organization front is that we announced the retirement last week of Steve Lacy, our long time General Counsel and Secretary, who 3 years ago added Chief Administrative Officer duties to his responsibility. Steve will step back beginning March 1 into a role allowing him the transition to retirement while still working into advanced several higher-profile matters for Koppers until his official retirement date on December 31 of 2020. While Steve has worked tirelessly on the KJCC sales agreement, making three trips to China in December and January alone, it's purely coincidental from a timing standpoint that our required disclosures on both his retirement and the KJCC sales. Agreement happen to fall on the same day. These contributions to Koppers have been invaluable through the years, and he will be sorely missed by many. Moving forward, we're fortunate to have a talented attorney, Stephanie Apostolou, who has worked under Steve's privilege for nearly a decade and he's now ready to step into the role as our new General Counsel and Secretary. Steve is leaving the company in good hands. Want to move on to the importance of the KJCC sale while the market has given us zero credit yet for the signing of the agreement to sell KJCC. I'm confident that the value of the disposition will be realized by the time that we officially close the transaction in the next 4 to 6 months. It seems that some of the hesitancy has to do with the general concern as to whether we'll be able to close the transaction within the expected window that we announced due to the continued threat of the coronavirus and other factors. I understand the concern, and while I can't obviously provide any guarantees, I can at least tell you that both sides have deployed a full-court press over the past three months to get to a signed agreements. In fact, during the final month, before the signing an announcement last week, all dealings were handled by teleconference due to travel restrictions and we still managed to get that done. Both sides are highly motivated to see this through to completion. It's a valuable vertical integration opportunity for the buyer, and it's a business that's non-core to Koppers. Based upon the challenges we've worked through thus far I'm confident we will reach a successful conclusion. As for value, as disclosed the business average 10.5 million of EBITDA over the past five years, if you exclude the best and worst years about five-year period, the average was $8.7 million. If you just look at 2019, it was $9.7 million. The acquisition multiple range of those three numbers of 10.2x to 12.2x. As a company Koppers is currently trading at somewhere closer to six and our highest levels we've approach to nine times trading multiple. Also, the sale does resolve the outstanding pricing dispute that we have with the buyer. Virtually any way you do the math, we're recouping a considerable amount of the value we believe we are owed. Additionally, the cash proceeds are a good story. When you consider that we're 75% shareholder of KJCC and therefore our gross proceeds from the total transaction approximately $80 million, which we expect to realize net proceeds from that of at least $65 million, which is over 80% of the share of our proceeds. This business has been a major distraction both internally and externally over the past 5 years, and it's required an inordinate amount of management's attention. The lift we will get from a productivity standpoint alone in this business is no longer officially our will be tremendous. Turning to the balance sheet. It's been clear for some time that the investment community has concerns about our leverage, although just about every other measure of performance and risk has improved from where we started five years ago. That's not been consistently reflected in our stock price. I understand the concern, and while I believe that we can navigate through a higher debt profile as we have in the past, I remain committed to working our leverage down in order to further reduce our risk profile and recapture shareholder value. The disposition of KJCC is another important step in that direction as we can continue to look at our portfolio of assets, we have some veteran areas not core to our strategy that is built around wood protection and enhancement. We also have some businesses in our core that aren't generating an acceptable level return and need to improve. As we have over the past 5 years, we will continue to look hard at what businesses have earned the right to remain in our portfolio. Several options still exist to put a couple of our non-core businesses in the hands of what we would call better owners and realize cash to go into reducing debt. New owners will be highly committed to investing in growing those businesses, the key element of their strategy. However, we will not give valued assets away. I'm not talking about conducting a fire sell. I'm talking about fair value for fair value just as we were able to reach with the sale of KJCC. Buyers have been and we'll continue to get kicked as we explore all options to strengthen our portfolio and our balance sheet. As also announced earlier today, we made the decision of Koppers that to our wood preservative portfolio by entering the copper naphthenate market. There has been a lot of noise in the utility pole treating market over the past several months, since Cabot Microelectronics announcement in November to exit the production of pentachlorophenol at its Mexico facility in 2021. Abit [ph] is the only producer of penta today, and while penta is one of 3 predominant preservative systems along with chromated copper arsenic, or CCA, and creosote used to treat utility poles for decades it's continued to come under regulatory scrutiny over the years. This is culminated with penta classified as a persistent organic pollutants by the Stockholm conventions POP review committee in 2015. As a result, it is being targeted for elimination of restriction by the conventions the 183 member countries. The US is currently not a party to the Stockholm Convention, but penta that does not appear to be a long-term viable treating solution for the industry. As a result, we're recommending utilities begin considering their options to ensure a smooth transition. Creosote and CCA, both chemicals that we produce, will be able to fill part of the markets served by penta today. A third preservative will be needed to at a minimum treat certain wood species requiring an oil-borne solutions to provide an alternative to creosote. As part of our strategic decision to only use chemicals that we manufacture, we looked at possibly producing Penta. After our analysis though, we decided that the risks far outweighed the benefits. Copper naphthenate by all accounts appears to be the appropriate third option, and we are working on the economics and logistics of a model that we expect to be in place sometime in 2021 in advance of Cabot ceasing their production of penta. We will update you on further calls as the situation continues to develop. This morning, we filed a universal shelf registration statement, giving us any number of alternatives to raise capital when the need arises. This shelf registration replaces our prior shelf that expired in 2019. And in conjunction with the shelf, we also entered into an At the Market Issuance agreement and filed a prospectus supplement as part of the shelf. During the term of the ATM, we can issue up to $100 million of shares at prevailing market prices and issue equity in an effective manner. To be perfectly clear though, we have no intention of issuing any shares under the ATM at current depressed share prices for copper stock, and we are not obligated to issue any shares under the ATM at any point of the agreement. This ATM is purely another tool for us to have at our disposal for general corporate uses. At this time, I would only consider issuing shares under the ATM, once our share price at a minimum makes its way back up above the $40 share mark. Continuing on with a quick review of our business segments, I want to start with Railroad and Utility Products and Services. 2019 was a tough year for the railroad industry, but we managed to more than hold our own and actually bounce back quite nicely from a 3-year downturn in volumes and results. According to the American Association of Railroads, Class 1 railroad activities continue to be affected by the extended decline of coal markets, trade disputes in the subsequent economic uncertainty, they create also have had a sustained negative impact on rail activity. The ARR has stated that these factors have had more of a dampening effect on rail-served industries and the overall economy. ARR data shows a continued decline in rail. Traffic through December 31st of '19, total US carload traffic decreased 4% from last year while intermodal units dropped by 5.1%. The combined US traffic for carloads and intermodal units fell by 5%. According to the Railway Tie Association Annual North American demand for crosstie replacement has moved significantly lower in recent years. Total crosstie installations for 2019 initially estimated of $22 million to $23 million crossties had been revised to $20.7 million crossties for 2019 and are anticipated to be at similar levels for 2020. The key drivers include reduced heavy-haul loads such as coal and fracking sand due to a continuing shift from coal to natural gas, lower agricultural, shipment due to lower crop yields, manufacturing constraints related to a less optimistic economic outlook and uncertainties from ongoing trade tensions. In terms of raw material supply of untreated crossties varies nationwide, lumber prices remained relatively stable in 2019 and that's continued into 2020. And although we are still early in the year and factoring in typical seasonality, there seems to be somewhat improved availability of timber. Koppers is managing our untreated tie inventory in anticipation of having higher levels of dry crosstie inventory ready for future treatment. Looking at our Utility and Industrial Products, our UIP business, we expect demand trends will continue to be relatively favorable driven by planned pole replacements along with those generated by various weather events. On the treating side for both ties and poles, our 2019 and '20 story has been about positioning us for market share growth and chemical pull through. We already over earned a couple of nice wins as we head into 2020 and we look for further smart opportunities to push the advantages of our vertically integrated supply model that begins at untreated wood and goes right through end of life recovery. We also expect to begin generating further benefits from network optimization this year. In fact, as of yesterday, we are now processing end-of-life ties that are Somerville, Texas facility, which is new business for us, while we also continue to test run utility pole treatment that location. For the RUPs business, we expect modest market share growth in benefits from network optimization efforts such as Somerville to carry us to a year-over-year EBITDA increase for this segment of $12 million to $15 million. As reflected on Slide 12, we are forecasting adjusted EBITDA to be in the range of $72 million to $75 million. This equates to an adjusted EBITDA margin of about 9.5%. Moving on to our Performance Chemicals business. The market outlook calls for continued growth, although with some very data points. According to the Leading Indicator of Remodeling Activity, or LIRA, the annual national growth rate for home improvement repair is expected to rise only modestly in 2021 at 1.5% versus annual gains of between 5% and 7% in recent year. Also, LIRA sites indications that despite a lack-luster growth projection, growth in the re-modeling market is still anticipated at more than $300 billion in 2020. The backdrop of continuing low interest borrowing rates may help stem some of the challenges this market faces as well. The National Association of Realtors states that the market for existing homes continues to show mixed signals. Total existing home sales in December climbed 3.6% from November, but even with historically low mortgage rates, sales have not increased by corresponding rate. NAR attribute that in part to a low level of housing options, meaning pricing prices are rising too quickly, leading to existing home sales unable to achieve higher growth rates. The Consumer Confidence Index improved slightly in February, following an increase in January. The index now stands at 130.7. up from 130.4 in January. Consumers continue to view current conditions favorably and short-term expectations have improved. There's optimism concerning the labor market and job prospects, which should support spending and economic growth. In Performance Chemicals, we expect sales growth to come from market share gains as well as some pricing actions. We also expect to realize more benefits due to higher internal production levels of intermediate raw materials and a better cost position are copper in 2020. On Page 13 of our slide presentation, we are forecasting adjusted EBITDA for PC of $78 million to $80 million that equates to an adjusted EBITDA margin of approximately 17% and an increase of $9 million to $11 million compared with prior year. Turning attention to our car materials and chemicals business, we see benefits in the US aluminum market attributable to tariffs imposed on certain steel and aluminum products, creating demand for carbon pitch in the United States. Blast furnace production steel production is lower. However, contributing to a tightening of raw material supply in the US pricing in Europe and Australia for our carbon products remains under pressure, and we will see a decline in our sales and EBITDA as a result. Lower oil prices are also serving to keep pricing of certain products, like carbon black feed-stock and phthalic hydride at lower levels. Now while we do expect profitability to be negatively affected in our CM&C 2020, we still expect to generate segment margins in our success range of 11% to 15% as the sale of our lower-margin KJCC business will help to boost margins slightly. In 2020, assumptions for CM&C include the higher cost of raw materials and no contribution from KJCC. As shown on Slide 14, we anticipate adjusted EBITDA for CM&C in the range of $50 million to $55 million. That represents an adjusted EBITDA margin of approximately 12% at the midpoint. Including any contributions from our KJCC operations, adjusted EBITDA is expected to decrease by $17 million to $22 million compared to prior year, which represents more normalized levels. Slide 15 shows the various drivers in our guidance for consolidated sales. Excluding any sales generated from our China business, we expect to generate approximately $1.7 billion sales in 2020. By comparison, sales in 2019 excluding China were $1.65 billion. The 2020 sales forecast is based upon market share growth anticipated in the RUPs and PC segment, partially offset by pricing and demand pressures for certain parts of the global CM&C segment. Turning to Slide 16. Excluding the contribution from the China businesses, we expect adjusted EBITDA to be approximately $200 million to $210 million for 2020. As part of our strategic plan, we've identified additional actions that are expected to further improve profitability by $5 million to $10 million in 2020 and $25 million to $40 million on an annualized basis through 2024. The benefits are expected to be achieved through network optimization, commercial development, raw materials and other cost savings. On a comparable basis, adjusted EBITDA excluding China was $201 million in the prior year. In summary, we have many more plans and development to be shared publicly as more details become available. We continue to be driven by a clear strategy for driving growth and profitability while at the same time focusing on opportunities to aggressively reduce our leverage and risk. Our coordinated approach to build a single integrated Koppers continues to generate excitement as we pursue our goal of remaining the global leader in wood protection. At this time, I would like to open it up for questions.