Hexion Q307lEarningsCall
-
Upload
finance36 -
Category
Economy & Finance
-
view
228 -
download
2
Transcript of Hexion Q307lEarningsCall
Third Quarter 2007 Earnings Conference Call
November 14, 2007
2
Certain information in this presentation may be considered forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995. This information is based on the Company's current expectations and actual results could vary materially depending on risks and uncertainties that may affect the Company's operations, markets, services, prices and other factors as discussed in filings with the Securities and Exchange Commission. These risks and uncertainties include, but are not limited to, industry and economic conditions, competitive, legal, governmental and technological factors. There is no assurance that the Company's expectations will be realized. The Company assumes no obligation to update any forward-looking information contained in this presentation should circumstances change, except as otherwise required by securities and other applicable laws.
This presentation contains non-GAAP financial measu res. A reconciliation to the nearest U.S. GAAP financial measures is included at the end of the presentation.
Forward-Looking Statements
Overview of Third Quarter Results
Craig O. MorrisonChairman, President & Chief Executive Officer
4
Third Quarter 2007 Highlights
Hexion Specialty Chemicals delivered strong results in Q307
� Revenues increased 7% over prior year� Gross margins of 15%, an increase of 153 basis points over prior year� Operating income of $88 million, an increase of 54% over prior year� Segment EBITDA (1) of $162 million, a 20% increase over prior year
Strong international results and diversified product portfolio continued to offset the softness in North American housing and automotive markets
Favorable product mix, decreased transaction expenses, flattening raw material costs (through Q307), and synergy achievement improved Hexion’s YTD bottom line compared to the prior year
� Looking ahead, Hexion recently announced selective price increases focused on offsetting the volatility of certain key raw materials
Hexion remains on track to achieve $175 million in targeted synergies
The acquisition of the resins and formaldehyde business of Arkema GmbH was completed on November 1, 2007, further strengthening the company’s international footprint
September 30, 2007 LTM pro forma adjusted EBITDA of $706 million
Hexion’s pending merger with Huntsman Corporation received Huntsman stockholder approval on October 16, 2007 (2)
Hexion Continues to Execute its Strategic and Operational Plan(1) Segment EBITDA and Adjusted EBITDA are non-GAAP financial measures. The closest GAAP financial measure is Net Income (Loss). A table that reconciles these two measures is at the end of this presentation. Management believes that
Adjusted EBITDA is meaningful to investors because the Company is required to have an Adjusted EBITDA to Fixed Charges ratio of greater than 2.0 to 1.0 to incur additional indebtedness under its indenture for the Second Priority Senior Secured Notes. As of September 30, 2007, the Company was able to satisfy this covenant and incur additional indebtedness under its indentures. Last Twelve Month (LTM) Adjusted EBITDA includes $70 million of in-process Hexion synergies and $27 million of acquisition adjustments.
(2) Transaction remains subject to various conditions, including expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Act, review by foreign jurisdictions and other customer closing conditions.
5
Improving Top- and Bottom-Line Results
nm(14)(2)Net loss
135
57
$ 1,336
2006
↑↑↑↑ 54%88Operating Income
↑↑↑↑ 20%
↑↑↑↑ 7%
∆∆∆∆
162
$ 1,427
2007
Segment EBITDA (1)
Revenue
($ in millions)
Hexion Results Quarter Ended September 30
(1) Segment EBITDA excludes in-process synergies and the pro forma effect of acquisitions.
Hexion Posted its 5th Consecutive Quarter of Double-digit EBITDA Growth
6
2007 YTD Results Continue to Compare Favorably to P rior Year
nm(54)(2)Net loss
401
227
$ 3,896
2006
↑↑↑↑ 24%281Operating Income
↑↑↑↑ 21%
↑↑↑↑ 11%
∆∆∆∆
486
$ 4,330
2007
Segment EBITDA (1)
Revenue
($ in millions)
Hexion Results Nine Months Ended September 30
(1) Segment EBITDA excludes in-process synergies and the pro forma effect of acquisitions.
7
8%
5%
13%
Net Sales
Performance Products
Coatings& Inks
Forest & Formaldehyde
Products
Epoxy & Phenolic
Resins
12%
8%
12%
9%
Q307 vs. Q306 YTD vs. Prior Year
Broad Product Portfolio Supports YTD Revenue GainsBroad Product Portfolio Supports YTD Revenue Gains
Revenue Gains Driven by Organic Growth and Strategic Acquisitions
(4) %
8
21%
34%
(1)%
12%(5)%
51%
38%
Ongoing Growth in Hexion’s Overall Segment EBITDA During Third Quarter and YTD 2007
Segment EBITDA
(20)%
FFP
C & I
PP
EPRD
Q307 vs. Q306 YTD vs. Prior Year
HexionHexion’’s Overall Segment EBITDA Margins Improved s Overall Segment EBITDA Margins Improved in Q307 (11.4% versus 10.1%) and YTD07 (11.2% versus 10.3%)in Q307 (11.4% versus 10.1%) and YTD07 (11.2% versus 10.3%)
9
Hexion Remains On Pace to Achieve $175 Million in S ynergies
Sourcing M anufacturing SG&A
$155
$20
As of FY05
$105
$70
As ofFY06
As ofQ307
$70Unrealized Synergies
$105Achieved Synergies
Achieved($ millions)
$70
Summary:
� Achieved $10 million in targeted synergies in Q307
� Actions in place to achieve $125 million in synergies by year-end 2007
� Synergies remain a significant contributor toward Hexion’s gross margin expansion and favorable “SG&A as a percentage of sales” comparisons through Q307
FY ’06 9/30/07
$105
SourcingManufacturingSG&A
Targeted Synergy Focus Areas
$75 mm
$67 mm
$33 mm($ in millions)
Financial Review
William CarterExecutive Vice President & Chief Financial Officer
11
Epoxy and Phenolic Resins Segment Highlights
$63
$544
2006
↑↑↑↑ 51%$95 Segment EBITDA
↑↑↑↑ 13%
∆∆∆∆
$614
2007
Revenue
($ in millions)
Quarter Ended September 30
Q3 ‘07 Sales Comparison YOY
13%--5%13%(5)%
TotalAcquisitions/Divestitures
CurrencyTranslation
Price/MixVolume
EPRD benefited from favorable demand and product mix in several specialty product lines
Productivity initiatives and raw material passthrough capabilities supported increased segment margins (Q307 EBITDA margin improvement of 390 basis points compared to prior year period)
Versatic Acids and Derivatives rebounded from a force majeure in Q207 for a key raw material to post improved sales and EBITDA
12
Formaldehyde and Forest Product Resins Segment Highlights
$41
$357
2006
↓↓↓↓ (5)%$39 Segment EBITDA
↑↑↑↑ 8%
∆∆∆∆
$387
2007
Revenue
($ in millions)
Ongoing pressure in the North American housing market resulted in decreased volumes
Positive demand and diverse applications for formaldehyde contributed to increased sales
Strong international demand continued for formaldehyde-based resins, specifically in Latin America, Europe and Asia Pacific region
Net impact of acquisitions and divestitures contributed $3 million in increased Segment EBITDA in Q307 compared to Q306
Quarter Ended September 30
Q3 ‘07 Sales Comparison YOY
8%10%4%2%(8)%
TotalAcquisitions/Divestitures
CurrencyTranslation
Price/MixVolume
13
Coatings and Inks Segment Highlights
$25
$343
2006
↓↓↓↓ (20)% $20 Segment EBITDA
↓↓↓↓ (4)%
∆∆∆∆
$329
2007
Revenue
($ in millions)
Coatings demand negatively impacted by the N. American housing market, while Inks volumes in the Asia Pacific region were pressured by increased competition
Shutdown of Clayton U.K. facility, announced in July, is proceeding as planned
Q307 announcement of production shutdown for heatset ink vehicle products at Pleasant Prairie, Wisconsin, site to reduce costs and respond to changing market conditions
Quarter Ended September 30
Q3 ‘07 Sales Comparison YOY
(4)%--5%3%(12)%
TotalAcquisitions/Divestitures
CurrencyTranslation
Price/MixVolume
14
Performance Products Segment Highlights
$ 16
$ 92
2006
↑↑↑↑ 38%$ 22 Segment EBITDA
↑↑↑↑ 5%
∆∆∆∆
$ 97
2007
Revenue
($ in millions)
Increasing product sales to a diversified customer base and favorable product mix resulted in positive results for oilfield products
Strong demand for Oilfield products stemmed primarily from the U.S. and Mexico in Q307
Hexion continues to fully leverage its newest facility, the Sturgeon site, near Alberta, Canada
Decreased foundry volumes resulting from sluggish N. American auto demand continue to impact segment results
Quarter Ended September 30
Q3 ‘07 Sales Comparison YOY
5%--1%6%(2)%
TotalAcquisitions/Divestitures
CurrencyTranslation
Price/MixVolume
15
Balance Sheet Update
Hexion generated $44 million in cash from operations during the third quarter 2007 and $84 million year-to-date 2007
Net debt outstanding as of Q307 decreased $24 million compared to Q207 (1)
In August 2007, Hexion funded available incremental borrowings of $100 million under its senior secured credit facility
Maintaining capital expenditure target of $120 million in 2007
Cash plus borrowing availability of $535 million at September 30, 2007
Net debt as of Q307 Totals $3.5 Billion
(1) Excludes $100 million in funding requirement for pending Huntsman Transaction. In connection with the pending Huntsman acquisition, Huntsman terminated an Agreement and Plan of Merger with Basell AF. As a result, Huntsman paid Basell AF a break-up fee in the amount of $200 million, of which Hexion funded $100 million in July 2007.
Transaction Update & Third Quarter 2007 Summary
Craig O. Morrison
17
Huntsman Acquisition Overview
Hexion and Huntsman entered into a definitive agreement on July 12, 2007 for Hexion to acquire Huntsman Corporation (NYSE: HUN) for $28.00 in cash for each outstanding Huntsman share of common stock
Huntsman stockholders approved the merger agreement at the special stockholder meeting held on Oct. 16, 2007
While remaining separate companies until the transaction is completed, integration planning is proceeding
Governmental anti-trust reviews are underway and both companies are cooperating fully
Financing has been secured and the transaction is progressing as planned with closing projected to be in the first quarter of 2008.
(1) Huntsman shareholder meeting held on October 16, 2007 for shareholders of record as of the close of business on September 4, 2007 to vote upon adoption of the merger agreement.(2) Pending transaction subject to previously disclosed conditions prior to closing, including regulatory review and other customary closing conditions.
(1)
(2)
18
Summary: Hexion Third Quarter 2007 Results
Hexion delivered strong financial results in Q307 with a 7% increase in quarterly revenues and a 20% increase in Segment EBITDA
Favorable product mix, decreased transaction costs, flattening raw materials and synergy achievement drove our 5th consecutive quarter of double-digit EBITDA growth
The company remains on track to achieve $175 million in targetedsynergies
September 30, 2007 LTM pro forma adjusted EBITDA of $706 million
The pending merger with Huntsman, which recently received Huntsman stockholder approval, will create one of the world’s largest specialty chemical companies
Hexion Continues to Execute its Strategic and Operational Plan
(1)
(1) Huntsman shareholder meeting held on October 16, 2007 for shareholders of record as of the close of business on September 4, 2007 to vote upon adoption of the merger agreement. Pending transaction subject to previously disclosed conditions prior to closing, including regulatory review and other customary conditions.
Appendices
20
Reconciliation of Non-GAAP Financial Measures
(52)------Loss on extinguishment of debt
(4)(16)(3)(6)Business realignments
--
4
--
(54) (2)(14) (2) Net income (loss)
(123)(145)(45)(49)Depreciation and amortization
(41)(43)(11)(10)Income tax benefit (expense)
(171)(237)(61)(84)Interest expense, net
(68) (63)(32) (21)Total adjustments
11 (17)(11) (11)Total unusual items
(8)(9)(5)(9)Other
(14)--(1)--Discontinued operations
(3)--(1)Purchase accounting effects/inventory step-up
40 8(1) Gain on sale of business
Unusual items:
(13)(17)--(2)Non-cash charges
(45)(28)(21)(8)Integration costs
(21)(1)--Transaction costs
Items not included in Segment EBITDA
Reconciliation:
401 486 135 162 Total
(34)(41)(10)(14)Corporate and Other
4757 16 22 Performance Products
7069 25 20 Coatings and Inks
113 126 41 39 Formaldehyde and Forest Product Resins
205 275 63 95 Epoxy and Phenolic Resins
Segment EBITDA:2006200720062007
Nine months ended Sept. 30Three months ended Sept. 30($ millions)
21
Reconciliation of Net Loss to Adj. EBITDA
Net loss (57)
Income taxes 16
Interest expense, net 308
Loss from extinguishment of debt 69
Depreciation and amortization expense 193
EBITDA 529
Adjustments to EBITDA
Acquisitions EBITDA (1) 27
Integration costs (2) 40
Non-cash charges (3) 26
Unusual items:
Gain on divestiture of business (7)
Business realignments (4) 10
Other (5) 11
Total unusual items 14
In process Synergies (6) 70
Adjusted EBITDA (7) 706
Fixed Charges (8) 306
Ratio of Adj. EBITDA to Fixed Charges 2.31
$
Fixed Charge Covenant Calculations
Sept. 30, 2007LTM Period
$
-
22
Fixed Charge Covenant Calculations cont.
Footnotes
1) Represents the incremental EBITDA impact for the Orica Acquisition and the Arkema acquisition as if they had taken place at the beginning of the period.
2) Represents redundancy and incremental administrative costs from integration programs. Also includes costs related to implement asingle, company-wide management information and accounting system.
3) Includes non-cash charges for fixed asset impairments, stock based compensation, and unrealized foreign exchange and derivative activity.
4) Represents plant rationalization, headcount reduction and other costs associated with business realignments.
5) Includes the impact of the announced divestiture of the European solvent coating resins business as if it had taken place at thebeginning of the period, costs to settle a lawsuit, one-time benefit plan costs and management fees.
6) Represents estimated net unrealized synergy savings from the Hexion Formation.
7) The Company is required to have an Adjusted EBITDA to Fixed Charges ratio of greater than 2.0 to 1.0 to incur additional indebtedness under its indenture for the Second Priority Senior Secured Notes. As of September 30, 2007, the Company was able to satisfy thiscovenant and incur additional indebtedness under this indenture.
8) LTM Period fixed charges reflect pro forma interest expense as if the Orica acquisition, the Arkema acquisition, and the amendments of our senior secured credit facilities, which occurred in November 2006 and June 2007, had taken place at the beginning of the period.
23
Debt at September 30, 2007
6256259.75% Second-priority senior secured notes due 2014
200200Floating rate second-priority senior secured notes due 2014
3,722
125
11
34
78
247
115
2,287
0
9/30/2007
3,392Total debt
64Other
11Capital Leases
34Industrial Revenue Bonds due 2009
Other Borrowings:
78Sinking fund debentures: 8.375% due 2016
2477.875% debentures 2023
1159.2% debentures due 2021
Debentures:
1,995Floating rate term loans due 2013
Credit Agreements:
Senior Secured Notes:
23Revolving Credit Facilities
12/31/2006
($ in millions)
$ $
$ $