Ferro Corporation. Business Update March, 2016

Transcription

1 Ferro Corporation Business Update March, 2016

2 Safe Harbor Cautionary Note on Forward-Looking Statements Certain statements in this presentation may constitute forward-looking statements within the meaning of Federal securities laws. These statements are subject to a variety of uncertainties, unknown risks and other factors concerning the Company s operations and business environment. Important factors that could cause actual results to differ materially from those suggested by these forward-looking statements and that could adversely affect the Company s future financial performance include the following: demand in the industries into which Ferro sells its products may be unpredictable, cyclical or heavily influenced by consumer spending; Ferro's ability to successfully implement its value creation strategy; Ferro s ability to successfully implement and/or administer its cost-saving initiatives, including its restructuring programs, and produce the desired results, including projected savings; restrictive covenants in the Company s credit facilities could affect its strategic initiatives and liquidity; the effectiveness of the Company s efforts to improve operating margins through sales growth, price increases, productivity gains, and improved purchasing techniques; the availability of reliable sources of energy and raw materials at a reasonable cost; currency conversion rates and economic, social, regulatory, and political conditions around the world; Ferro s presence in certain geographic regions, including Latin America and Asia-Pacific, where it can be difficult to compete lawfully; increasingly aggressive domestic and foreign governmental regulations on hazardous materials and regulations affecting health, safety and the environment; Ferro s ability to successfully introduce new products or enter into new growth markets; sale of products into highly regulated industries; limited or no redundancy for certain of the Company s manufacturing facilities and possible interruption of operations at those facilities; Ferro s ability to complete future acquisitions or dispositions, or successfully integrate future acquisitions; competitive factors, including intense price competition; Ferro s ability to protect its intellectual property or to successfully resolve claims of infringement brought against the Company; management of Ferro s general and administrative expenses; Ferro s multi-jurisdictional tax structure; the impact of the Company s performance on its ability to utilize significant deferred tax assets; the effectiveness of strategies to increase Ferro s return on capital; the impact of operating hazards and investments made in order to meet stringent environmental, health and safety regulations; stringent labor and employment laws and relationships with the Company s employees; the impact of requirements to fund employee benefit costs, especially postretirement costs; implementation of new business processes and information systems; the impact of interruption, damage to, failure, or compromise of the Company s information systems; exposure to lawsuits in the normal course of business; risks and uncertainties associated with intangible assets, including the final amount of impairment and other charges; liens on the Company s assets by its lenders affect its ability to dispose of property and businesses; Ferro may not pay dividends on its common stock in the foreseeable future; and other factors affecting the Company s business that are beyond its control, including disasters, accidents, and governmental actions. The risks and uncertainties identified above are not the only risks the Company faces. Additional risks and uncertainties not presently known to the Company or that it currently believes to be immaterial also may adversely affect the Company. Should any known or unknown risks and uncertainties develop into actual events, these developments could have material adverse effects on our business, financial condition and results of operations. This presentation contains time-sensitive information that reflects management s best analysis only as of the date of this presentation. The Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this presentation. Additional information regarding these risks can be found in our Annual Report on Form 10-K for the period ended December 31,

3 Ferro - The Functional Coatings and Color Solutions Company Current Structure 2015 Net Sales: $1,075M Performance Coatings (PCO) 2015 Net Sales: $ 533M Performance Colors and Glass (PCG) 2015 Net Sales: $377M Pigments, Powders & Oxides (PPO) 2015 Net Sales: $ 165M Tile Coatings Digital Inks Porcelain Enamel Glass Enamels Conductive Pastes Forehearth Colors Complex Inorganic Color Pigments Ultramarine Blue Surface Polishing 2

4 Revenue by Application and Geography Pro Forma for Acquisitions 1 Management estimates 2 Value-added sales on ship-to basis 3

5 Ferro The Functional Coatings and Color Solutions Company Performance Coatings Tile Coatings Digital Inks Porcelain Enamel Performance Colors & Glass Glass Enamels Conductive Pastes Forehearth Colors Pigments, Powders and Oxides Inorganic Colored Pigments Ultramarine Blue Surface Polishing 4

6 We Are Focused on Profitable Growth What we have accomplished Phase 1 - Business performance improvement / turnaround Asset / facility rationalization Operating efficiencies Commercial effectiveness SG&A reduction infrastructure leverage Phase 2 - Creating a more focused company and coherent portfolio Exit Pharma, Solar and Metal Powders Exit Plastics and PAD Phase 3 Profitable growth Multiple bolt-on acquisitions Vetriceramici Nubiola Al Salomi Ferer TherMark Where we are Focused today Phase 3 Profitable growth Deliver sustained organic growth Product / market / technology extensions Targeted geographic expansion Pursue additional bolt-on acquisitions Pursue capital investments that sustain and / or create leading cost positions Ongoing performance improvement initiatives 5

7 Performance Colors & Glass Business Overview The Performance Color and Glass business is the market leading supplier of colors, glasses and functional products to the global specialty ceramic, glass and electronic industry. Key Products Automotive Windshield black enamel border Conductive silver pastes Decorations Container glass, dinnerware, glassware, decals Electronics Electronic glass, multilayer materials, electronic packaging materials Industrial Architectural Appliance & Furniture Dental Roof Tile and Sanitary Ware Business Overview Financial Performance $ 377M Net SALES $ 128M GROSS PROFIT Industry Structure Concentrated competitive market Technical product requirements 34.0 % GROSS MARGIN Stable pricing dynamics 6 1 Sales by application based on management estimates 2 Sales by region based on ship-to locations

8 Industrial Electronics Decoration Automotive Product Applications - Performance Color & Glass Black Band Glass Colors Conductive Silver Pastes Container Glass Colors Dinnerware Electronic Packaging Materials Multilayer Materials Flat Glass Colors Functional Glasses & Pigments 7

9 Performance Coatings Business Overview Performance Coatings is the leading supplier of coatings, color & decorating systems to the Tile industry and the Appliance, Sanitary & Holloware markets. Key Products Frits and Glazes Pigments/Colors Digital Inks/Coatings Porcelain Enamel Business Overview Financial Performance $ 533M Net SALES $ 127M GROSS PROFIT Industry Structure 23.8 % GROSS MARGIN Competitive markets Competition exclusively family-owned or private Tile consumption primarily in warm climates/emerging markets PE market mature Price sensitive Latin America 23% Asia Pacific 15% Sales by Region 2 North America 10% W. Europe 24% MENA 19% E. Europe 9% 8 1 Sales by application based on management estimates 2 Sales by region based on ship-to locations

10 Porcelain Enamel Tile Product Applications Performance Coatings 9

11 Pigments and Oxides Business Overview Pigments is a leader in the production of Complex Inorganic Color Pigments (CICPs) and Ultramarine Pigments. The Oxides business is a market leader in the production of polishing powders and slurries for a variety of substrates and end applications. Key Products Complex Inorganic Color Pigments Paints, plastics, concrete, automotive Ultramarine Blue Masterbatch and plastic compounds, weather resistant pigments, high-end coatings Oxides-Polishing Agents Automotive, plastic and glass lenses, semiconductor applications Business Overview Financial Performance $ 165M Net SALES $ 46M GROSS PROFIT Industry Structure 27.6 % GROSS MARGIN Concentrated competitive market Competitors are primarily large multinationals Global customer base High customer concentration particularly for Oxides Sales by Application 1 Industrial Products 27% Transportation 12% Containers/ Packaging 12% Sales by Region 2 Asia Pacific 18% Other 5% Latin America 10% North America 42% Building & Renovation 33% Misc. Electronics 6% W. Europe 24% Household & Appliances 5% E. Europe 4% MENA 2% 10 1 Sales by application based on management estimates 2 Sales by region based on ship-to locations

12 Roofing Materials Ultramarine Blue Plastics Paint Glass Ophthalmic CMP Automotive Product Applications Pigments & Oxides 11

13 Ferro s Growth Agenda Organic Growth: Underlying demand expected to increase at regional GDP rates Balanced geographic mix with positions in higher growth regions Primary demand supplemented by systematic approach to new product development and capacity additions Adding approximately 1% to GDP growth Current 5-year new product pipeline estimated at approximately $300 million, on a probability-adjusted basis Inorganic Growth: M&A pipeline of bolt-on opportunities, across all three segments Average target size in range of $60 million to $100 million Acquisition targets primarily private or family-owned businesses Acquisitions expected to deliver 15% ROIC, including synergies over time Build on recent success with Vetriceramici, Nubiola and Al Salomi Combination of organic and inorganic growth can sustain substantial growth and create shareholder value 12

14 2016 Guidance Full Year Guidance Net Sales 10-11% growth Gross Profit as a percent of Net Sales % Constant Currency EPS of $0.95-$1.00 EBITDA of $175-$185 million 2016 free cash flow of $80-$90 million from continuing operations, excluding restructuring, M&A activity and stock repurchase 13

15 Appendix: Fourth Quarter Conference Call Presentation & Financial Overview

16 Safe Harbor Cautionary Note on Forward-Looking Statements This presentation contains time-sensitive information that reflects management s best analysis only as of the date of this presentation. The Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this presentation. Additional information regarding these risks can be found in our Annual Report on Form 10-K for the period ended December 31, Also, this presentation will include certain financial measurers that were not prepared in accordance with generally accepted accounting principles. Reconciliations of those non-gaap financial measures to the most directly comparable GAAP financial measures can be found in our Current Report on Form 8-K dated February 24, 2016, and in our other reports filed with the Securities and Exchange Commission, available on our website at in the investor information SEC Filings section. 15

17 Net Sales $(MM) Op Profit % of Sales Sales cc and Operating Trend - Continuing Constant Currency cc $1,200 $858.8 $911.1 $933.2 $1, % 12% $1, % % $800 8% 6.3% $600 6% $ % 1.5% $200 2% $ CC 2013 CC 2014 CC 2015 Legacy Acquisitions Operating Profit 0% Sales = Value-added sales CC Constant currency: 2014 and 2013 results restated using 2015 average FX rates 16

18 EBITDA $(MM) EBITDA % of Sales Adjusted EBITDA Trend - Continuing Constant Currency cc $180 $37.7 $89.3 $120.0 $ % 16% $160 $140 $ % 12.8% % 12% 10% $100 8% $80 $60 4.4% % $ % $ % $ CC 2013 CC 2014 CC 2015 EBITDA EBITDA from Acquisitions % of Sales cc 0% CC Constant currency: 2014 and 2013 results restated using 2015 average FX rates 17

19 EBITDA $(MM) % FCF Conversion Adjusted EBITDA and Cash Conversion Trend - Continuing Nominal Currency $180 60% $ % 50% $140 $120 40% $ % 28.5% 30% $ $ % $ % $ $ EBITDA Free Cash Flow FCF Conversion 0% Notes: 1) Cash conversion = Free Cash Flow as a percent of Adjusted EBITDA 18

20 Segment Results Performance Colors & Glass (PCG) ($MM) Full Year Financial Metrics - PCG FY'15 FY'14 FY'13 Reported Sales Sales CC Reported GP Adjusted GP cc Adjusted GP cc % of Sales cc 37.8% 37.0% 33.0% Q4 Financial Metrics - PCG Q4'15 Q4'14 Q4'13 Reported Sales Sales CC Reported GP Adjusted GP cc Adjusted GP cc % of Sales cc 36.4% 35.6% 32.0% CC Constant currency: 2014 and 2013 results restated using 2015 average FX rates 19

21 Segment Results Pigments, Powders & Oxides (PPO) ($MM) Full Year Financial Metrics - PPO FY'15 FY'14 FY'13 Reported Sales Sales CC Reported GP Adjusted GP cc Nubiola Purchase Price Adjustment ("PPA") Adjusted GP cc Incl PPA % of Sales cc 31.2% 26.2% 27.0% Q4 Financial Metrics - PPO Q4'15 Q4'14 Q4'13 Reported Sales Sales CC Reported GP Adjusted GP cc Adjusted GP cc % of Sales cc 30.6% 23.2% 30.9% CC Constant currency: 2014 and 2013 results restated using 2015 average FX rates 20

22 Segment Results Performance Coatings (PC) ($MM) Full Year Financial Metrics - PC FY'15 FY'14 FY'13 Reported Sales Sales CC Reported GP Adjusted GP cc Adjusted GP cc % of Sales cc 24.3% 22.6% 22.8% Q4 Financial Metrics - PC Q4'15 Q4'14 Q4'13 Reported Sales Sales CC Reported GP Adjusted GP cc Adjusted GP cc % of Sales cc 24.0% 20.4% 22.7% CC Constant currency: 2014 and 2013 results restated using 2015 average FX rates 21

23 Full Year SG&A $(MM) SG&A % of Sales SG&A Expenditures Trend - Continuing Constant Currency cc $200 $189.8 $186.3 $171.4 $ % $180 $ % % $ % $120 $ % % % $80 10% $60 $ % $20 $ CC 2013 CC 2014 CC % Functional Services including acquisitions Legacy Strategic Svcs Acquisition Strategic Svcs Incentive Comp % of Sales CC Constant currency: 2014 and 2013 results restated using 2015 average FX rates 22

24 Invested Ca pital $(MM) ROIC % Adjusted Return on Invested Capital (ROIC) Trend - Nominal Currency $ % 16% $800 $700 $ % 11.2% 14% 12% 10% $500 $ % $ % $200 4% $100 2% $ % Invested Cap ROIC Notes: 1) ROIC = Adjusted after tax return on invested capital 2) Invested Capital = Total Invested Capital including acquisitions 3) Adjusted ROIC excludes the impact of recent acquisitions and the Q release of tax valuation allowances 23

25 QTR EPS Full Year EPS Adjusted EPS Trend - Nominal Currency $0.25 $0.85 $0.90 $0.20 $0.62 $0.80 $0.70 $0.15 $0.10 $0.05 $0.33 $0.60 $0.50 $0.40 $0.30 $0.20 $0.10 $ Q1 Q2 Q3 Q4 FY $

26 Do-ability Growth through M&A Potential Investments o Technology/Product Extension o Market Expansion o Tuck-in/bolt-on opportunities o New platforms 10 SELECT OPPORTUNITIES TOTAL PORTFOLIO > 100 TARGETS Investment Criteria o Market leader o High margin o Scalable o Asset Light - High Customer Touch o 15% ROIC run-rate 5 0 New Adjacency Similar 25

27 Ferro Financial Overview (Dollars in millions) Dec 31, 2015 Sep 30, 2015 Jun 30, 2015 Mar 31, 2015 Three months ended Dec 31, 2014 Sep 30, 2014 Jun 30, 2014 Mar 31, 2014 Total net sales excluding precious metals $257.2 $270.8 $256.9 $253.2 $252.0 $264.6 $281.6 $267.4 Precious metal sales Total net sales Cost of sales Gross profit Selling, general and admin. expense Restructuring and impairment charges Operating income (loss) (76.6) Interest expense Loss on extinguishment of debt Other (income) expense (1.1) (3.4) (0.5) Income (loss) before taxes, cont. ops (76.5) Income tax expense (benefit) (57.0) (46.6) Income (Loss) from cont. operations (29.9) (2.6) Loss (gain) from disc. operations Less: Net income attributable to noncontrolling interest (0.3) 0.5 (0.2) 2.0 (0.1) (0.1) (0.4) 0.5 Loss (gain) from disposal of disc. operations (41.5) (50.1) 3.5 (6.6) Net Income (Loss) 50.6 (4.1)

28 Gross Profit Percentage Reconciliation (Dollars in millions) Three months ended Dec 31, 2015 Sep 30, 2015 Jun 30, 2015 Mar 31, 2015 Dec 31, 2014 Sep 30, 2014 Jun 30, 2014 Mar 31, 2014 Total net sales $265.0 $279.4 $268.2 $262.8 $260.9 $275.8 $294.2 $280.7 Less: Precious metal sales (7.8) (8.6) (11.3) (9.6) (8.9) (11.1) (12.6) (13.3) Total net sales excluding precious metals $257.2 $270.8 $256.9 $253.2 $252.0 $264.6 $281.6 $267.4 Cost of sales $188.6 $202.3 $190.6 $192.1 $202.1 $203.0 $215.8 $205.8 Less: COS for Precious metals sales (7.8) (8.6) (11.3) (9.6) (8.9) (11.1) (12.6) (13.3) Less: Acclerated depreciation and other charges in cost of sales (0.1) (2.6) (6.0) Adjusted cost of sales $182.5 $194.0 $179.1 $179.9 $187.1 $191.8 $203.3 $192.7 Gross profit 76.4 $77.0 $77.6 $70.6 $58.9 $72.8 $78.5 $75.0 Gross profit percentage 29.7% 27.6% 28.9% 26.9% 22.6% 26.4% 26.7% 26.7% Total net sales excluding precious metals $257.2 $270.8 $256.9 $253.2 $252.0 $264.6 $281.6 $267.4 Less: Adjusted cost of sales (182.5) (194.0) (179.1) (179.9) (187.1) (191.8) (203.3) (192.7) Adjusted gross profit $74.7 $76.7 $77.8 $73.3 $64.9 $72.8 $78.3 $74.7 Adjusted gross profit percentage, excluding charges and precious metals sales 29.0% 28.3% 30.3% 28.9% 25.8% 27.5% 27.8% 27.9% 27

29 EBIT and EBITDA Reconciliation Dec 31, 2015 Sep 30, 2015 Jun 30, 2015 Mar 31, 2015 Dec 31, 2014 Sep 30, 2014 Jun 30, 2014 Mar 31, 2014 Net income (loss) attributable to Ferro Corp. $50,590 ($4,059) $6,600 $10,968 $11,442 $47,465 $9,959 $17,204 Plus: Loss from disc. ops. 8,091 19,086 5,647 3,957 (41,509) (50,268) 3,520 (6,584) (Loss) income from continuing operations $58,681 $15,027 $12,247 $14,925 ($30,067) ($2,803) $13,478 $10,620 Plus: Income taxes ($57,030) $3,792 $5,679 $2,459 ($46,574) $4,680 $5,187 $2,482 Interest expense 5,026 3,877 3,109 3,149 3,301 3,778 4,673 4,511 Other (income)expense,net (1,092) 1,573 2,609 2,090 (3,336) 13,819 3,469 2,093 Earnings before interest and taxes 5,585 24,269 23,644 22,624 (76,676) 19,474 26,807 19,706 Plus: Special charges 19,583 8,405 5,214 4,291 95,083 5,819 4,483 3,904 Adj. EBIT (excluding charges) $25,168 $32,674 $28,858 $26,915 $18,407 $25,293 $31,290 $23,610 Percent of total sales 9.5% 11.7% 10.8% 10.2% 8.3% 9.3% 10.4% 8.3% Percent of sales excl. precious metals 9.8% 12.1% 11.3% 10.5% 8.5% 9.7% 10.9% 8.7% Adj. EBIT (excluding charges) $25,168 $32,674 $28,858 $26,915 $18,407 $25,293 $31,290 $23,610 Plus: Depreciation and amortization 9,309 16,145 8,621 8,111 7,024 9,988 8,469 8,828 Less : Remove Interest Amortization Expense (250) (289) (289) (297) (385) (1,990) (366) (366) Less : Remove one-times associated with D&A Adj. EBITDA (excluding charges) $34,227 $48,530 $37,190 $34,728 $25,046 $33,292 $39,393 $32, Percent of total sales 12.9% 17.4% 13.9% 13.2% 9.6% 12.1% 13.4% 11.4% Percent of sales excl. precious metals 13.3% 17.9% 14.5% 13.7% 9.9% 12.6% 14.0% 12.0%

30 2015 EPS (Dollars in thousands, except per share amounts) Cost of sales Selling general and administrative expenses Restructuring and impairment charges Other expense (income), net Income tax (benefit) expense Net income (loss) attributable to common shareholders Diluted earnings (loss) per share 2015 As reported $ 773,661 $ 216,899 $ 9,655 $ 20,343 $ (45,100) $ 64,100 $ 0.72 Special items: Restructuring (9,655) 3,132 6, Pension 1 1,697 (10,428) - 8, Other 2 (2,470) (17,633) (6,091) 66,017 (39,823) (0.45) Discontinued operations 36, Noncontrolling interest (1,453) (0.02) Total special items 4 (773) (28,061) (9,655) (6,091) 69,149 10, As adjusted $ 772,888 $ 188,838 $ $ 14,252 $ 24,049 $ 74,857 $ 0.85 As reported $ 826,541 $ 286,762 $ 8,849 $ 32,310 $ (34,227) $ 86,071 $ 0.99 Special items: Restructuring (8,849) 3,186 5, Pension 1 (6,124) (81,365) 31,496 55, Other (13,213) (19,424) 11,597 20, Taxes 3 18,806 (18,806) (0.21) Discontinued operations (94,840) (1.08) Noncontrolling interest (461) Total special items 4 (5,702) (94,578) (8,849) (19,424) 65,085 (31,833) (0.37) As adjusted $ 820,839 $ 192,184 $ $ 12,886 $ 30,858 $ 54,238 $ Pension and other postretirement mark-to-market adjustment of the related net liabilities. 2. Within Selling, general and administrative expenses in 2015, the adjustment primarily includes certain business development activities, and in 2014, the adjustment primarily includes certain business development activities and costs associated with certain reorganization projects. Within Other expense (income), net in 2015, the adjustment primarily relates to the impacts of foreign currency related items in Argentina and loss on sale of assets. Within Income tax (benefit) expense in 2015, the adjustment consists of the release of the valuation allowance. 3. Adjustment of adjusted earnings to a normalized 36% tax rate in In 2015, the tax rate reflects the reported tax rate, adjusted for pro forma adjustments being tax effected at the respective statutory rate where the item originated. 4. Due to rounding, total earnings per share related to special items does not always add to the total adjusted earnings per share. 29 It should be noted that adjusted income, earnings per share and other adjusted items referred above are financial measures not required by, or presented in accordance with, accounting principles generally accepted in the United States (U.S. GAAP). The adjusted income, earnings per share and other adjusted items presented above exclude certain special items including restructuring charges, certain business development activities, the overall financial impact of currency related items in Argentina, pension and other postretirement mark-to-market adjustments and discontinued operations. We believe this data provides investors with additional information on the underlying operations of the business and enables period -to-period comparability of financial performance. In addition, these measures are used in the calculation of certain incentive compensation programs for selected employees.

31 30 NOTES

32 John Bingle, Corporate Treasurer and Director, Investor Relations Ferro Corporation 6060 Parkland Boulevard, Suite 250 Mayfield Heights, Ohio USA P F