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April 2017 611m Equivalent Term Loan B Public Lender Presentation
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Page 1: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

April 2017

€611m Equivalent Term Loan B

Public Lender Presentation

Page 2: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

2

Disclaimer

This presentation has been prepared solely for informational purposes from information supplied by or on behalf of Orion Engineered Carbons S.A. (the "Company"), and is being furnished by Goldman Sachs Bank USA (“Goldman Sachs” or the "Arranger") to you in your capacity as a prospective lender (the "Recipient") in considering the proposed transactions described in the presentation (the "Facilities"). As used herein "Evaluation Material" refers to this presentation and any other information regarding the Company or the Facilities furnished or communicated to the Recipient by or on behalf of the Company in connection with the Facilities (whether prepared or communicated by the Arranger or the Company, their respective advisors or otherwise). The Recipient acknowledges that the Evaluation Material may be confidential, sensitive and proprietary information of the Company and agrees for the benefit of the Company that it shall use the Evaluation Materials solely for the purposes of considering its possible participation in the Facilities and that it shall keep the Evaluation Material confidential in accordance with the Credit Agreement (to the extent Recipient is party thereto) and any other confidentiality arrangement previously entered into between the Recipient and the Company (including any click-through agreements). This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking statements are statements of future expectations and are based on management's current expectations and assumptions believed by the Company to be reasonable at the time made (it being recognized by the Recipients that such forward-looking statements are not to be viewed as facts and are subject to significant uncertainties and contingencies many of which are beyond the Company’s control, that no assurance can be given that any particular forward-looking statements or projections will be realized, that actual results may differ from projected results and that such differences may be material). Forward-looking statements may include, among others, statements concerning the potential exposure to market risks, statements expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions and statements that are not limited to statements of historical or present facts or conditions. We present certain financial measures that are not recognized by International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). These non-IFRS measures are Contribution Margin, Contribution Margin per Metric Ton, Adjusted EBITDA, Net Working Capital and Capital Expenditures. Adjusted EBITDA, Contribution Margins and Net Working Capital are not measures of performance under IFRS and should not be considered in isolation or construed as substitutes for revenue, consolidated profit (loss) for the period, operating result (EBIT), gross profit and other IFRS measures as an indicator of our operations in accordance with IFRS. For a reconciliation of these non-IFRS financial measures to the most directly comparable IFRS measures, see the Company’s public filings. The Recipient acknowledges and agrees that (i) the Evaluation Material is provided to the Recipient for informational purposes only, (ii) the Arranger, the Company, the Company’s direct and indirect equity holders and their respective affiliates and their respective partners, directors, officers, employees, agents, counsel, auditors, advisors and other representatives (collectively, "Representatives") bear no responsibility (and shall not be liable) for the accuracy or completeness (or lack thereof) of the Evaluation Material, any information contained therein or any related marketing materials, (iii) no representation regarding the Evaluation Material is made by the Arranger or any of its affiliates, (iv) neither the Arranger nor any of its affiliates has made any independent verification as to the accuracy or completeness of the Evaluation Material, (v) the Arranger, the Company, the company’s direct and indirect equity holders and their respective affiliates and Representatives shall have no obligation to update or supplement any Evaluation Material or otherwise provide additional information and (vi) the Arranger, the Company, the Company’s direct and indirect equity holders and their respective affiliates and Representatives shall not have any liability related to the use of the Evaluation Material or any related marketing materials by any Recipient or any of its Representatives. The sole purpose of this presentation is to provide background information to assist prospective lenders in obtaining a general understanding of the business of the Company and its subsidiaries and the outlook of the Company and its subsidiaries. This presentation contains only summary information and does not purport to and is not intended to contain all of the information that may be required to evaluate, and should not be relied upon in connection with, any potential transaction. It is not intended to be (and should not be used as) the sole basis of any credit analysis or other evaluation, and it should not be considered as a recommendation by any person for you to participate in any potential transaction. Neither the Company nor Goldman Sachs undertakes, or expects, to update, correct or otherwise revise this document at any time. Any proposed terms in this document are indicative only and remain subject to contract. This presentation is not intended to create legal relations and is not an offer or commitment with respect to any loans, securities or other financing and creates no obligation or liability on Goldman Sachs to underwrite, arrange, sell, buy, participate in or syndicate any loans, securities or other financing. Neither the Company nor Goldman Sachs provide legal, accounting or tax advice and you are strongly advised to consult your own independent advisers on any legal, tax or accounting issues relating to the Evaluation Materials. Goldman Sachs is not acting as the Recipient’s financial adviser nor in a fiduciary capacity in respect of the proposed transaction or any other transaction with the Recipient. Goldman Sachs may from time to time have positions in, and buy or sell, securities and investments identical or related to those mentioned in this presentation and may possess or have access to non-public information relating to matters referred to in this presentation which Goldman Sachs does not intend to disclose. No person shall be treated as a client of Goldman Sachs, or be entitled to the protections afforded to clients of Goldman Sachs, solely by virtue of having received this document.

Page 3: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

3

Table of Contents

I. Transaction Overview

II. Introduction to Orion

III. Investment Highlights

IV. Historical Financials

V. 1Q17 and FY 2017 Guidance

Page 4: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

Transaction Overview

Page 5: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

5

Orion Engineered Carbons (“Orion” or the “Company”) is a leading global producer of carbon black products

— Operating segments include Specialty Carbon Black and Rubber Carbon Black

— The Company reported FY 2016 Net Sales and Adjusted EBITDA of €1,030m and €223m, respectively

The Company is seeking to reduce the applicable margin on the existing USD and EUR Term Loan B tranches

(currently at E/L+300, 0.75% floor):

— E+300, 0% floor, 99.875-par

— L+275, 0% floor, 99.875-par

The Company has consistently delivered strong performance each year since the carve-out in 2011 and has continued

this performance since closing the refinancing transaction in August 2014

— The Company has delevered from Total Net Debt of 3.2x at TLB issuance to under 2.5x at FY 2016 (versus 2.7x

at the time of the last repricing off Q2 2016 EBITDA)

— The Company is currently rated BB- (Positive) / Ba3 (Stable)

In parallel, the Company is seeking bank commitments to increase the RCF in size to up to €175m, and extend

maturity to April 2021

Transaction Overview

Page 6: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

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Pro Forma

€ million Amount Leverage Amount Leverage Pricing

LIBOR /

EURIBOR Floor

(%) Maturity

Cash1 (54.3) - (54.3) -

RCF (Up to €175m) - - - - E + 275 0% April 2021

Term Loan B (EUR) 1 334.0 - - - E + 300 0.75% July 2021

Term Loan B (USD) 1,2 277.0 - - - L + 300 0.75% July 2021

Repriced Term Loan B (EUR) 1 - - 334.0 - E + 300 0% July 2021

Repriced Term Loan B (USD) 1,2 - - 277.0 - E + 275 0% July 2021

Total Debt 611.0 2.74x 611.0 2.74x

Total Net Debt 556.7 2.50x 556.7 2.50x

FY 2016 Adj. EBITDA 223

Pro Forma Capitalization

1 PF for Jan-17 €20m equivalent repayment 2 USD tranche converted at an exchange rate of €1.00 = $1.0541 (December-16 rate)

Page 7: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

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Orion Engineered Carbons GmbH and OEC Finance US LLC

Term Loan B

€611m equivalent (EUR and USD)1

Ba3 / BB-

July 2021

First priority security interest in certain current and hereinafter acquired material assets of each subsidiary of

Orion Engineered Carbons S.A., with the exception of (i) the shares of any Portuguese subsidiary, Japanese

subsidiary, Chinese subsidiary and Singaporean subsidiary, (ii) real estate (save for real estate owned by the

German subsidiaries and the Swedish subsidiaries), (iii) the customer receivables of the Korean subsidiaries, (iv)

any assets owned by any Portuguese subsidiary, Japanese subsidiary, Chinese subsidiary, Singaporean

subsidiary, Brazilian subsidiary or South African subsidiary and (v) any intellectual property (same as existing)

E + 300 L + 275

0% 0%

99.875 - par 99.875 - par

1.0% p.a. (same as existing)

RCF only (same as existing)

Reset soft call protection for 6 months following the transaction effective date at 101

TLB Summary Term Sheet

Borrowers

Amount

Issue Rating

Maturity

Security

Financial Covenants

Floor

Amortization

OID

Call Protection

1 USD tranche converted at an exchange rate of €1.00 = $1.0541 (December-16 rate).

Instrument

Margin

Page 8: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

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TLB Transaction Timeline

Date Key Milestones

18 April Transaction Announcement

19 April Lender Call

26 April Commitments Due

27 April Pricing and Allocations

April 2017

M T W T F S S

1 2

3 4 5 6 7 8 9

10 11 12 13 14 15 16

17 18 19 20 21 22 23

24 25 26 27 28 29 30

Key Milestone

Page 9: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

9

Current Situation

Business

Update

Orion has grown FY 16 Adjusted EBITDA by 13.8% from €196m based on Q1 2014 to €223m based on Q4 2016

— Specialty Black has grown volumes by 16.9% from 50.9kmt in Q1 2014 to 59.5kmt in Q4 2016

— Rubber Black has grown volumes by 11.4% from 198.4kmt in Q1 2014 to 221.1kmt in Q4 2016

Adjusted EBITDA margins have increased from 15.1% in Q1 2014 to 20.1% in Q4 2016

— Specialty Black Adjusted EBITDA margins have increased from 25.3% to 31.5%

— Rubber Black Adjusted EBITDA margins have increased from 10.3% to 14.1%

Orion has demonstrated strong cash conversion of 65-75% since Q1 20141

The Company has delevered from 3.2x in Q1 2014 to 2.5x in Q4 2016

Strong

Market

Positions

Orion continues to be one of the largest global producers of specialty and rubber carbon black

— Specialty Carbon Black – estimated share of global industry sales of ~26% measured by volume in kmt. The Company

participates heavily in high value applications, with market share by revenue greater than 25%. The estimated market

share for this segment has been growing over the past three years (from ~23% in 2013)

— Rubber Carbon Black - estimated share of global industry sales of ~8% measured by volume in kmt, with industry

sales shares by volume equal to or exceeding 16% in each of our major operating regions. The estimated market

share for this segment has remained relatively stable over the past three years

Strong

Outlook

Well positioned to continue its strong financial and operational performance. Orion’s primary geographies continue to perform in line with expectations and Orion is well positioned to execute its strategy of growing both Specialty and Rubber Carbon Black businesses and improving Rubber Carbon Black margins through efficiency, while driving robust cash flows

Improved profitability in Q4 2016 in period of significant oil price declines demonstrates strong ability to achieve profitability targets, despite the pass-through of these oil price decreases to customers via selling price reductions

Strong cash flow to fund pipeline of internal improvement projects via capex

Since the Company listed in July 2014 they have committed to a robust financial policy and a long run net leverage target of under 2.5x highlighted by the positive ratings trajectory to current ratings of BB- (Positive) / Ba3 (Stable)

Business Developments

1 Based on LTM group cash conversion for every quarter, calculated as (LTM EBITDA – LTM Capex) / LTM EBITDA

Page 10: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

Introduction to Orion Engineered

Carbons

Page 11: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

11

Leading position in the global Carbon Black market

Operating in two distinct businesses

— Specialty Carbon Black

— Rubber Carbon Black

lncorporated in 2011 after acquiring the Carbon Black

business line of Evonik lndustries AG

Publicly Listed on July 24, 2014

Over 75 years of innovation / experience and а

longstanding reputation within the Carbon Black industry for

industry leading applications knowledge and technical

expertise

Comprehensive global network

— 14 global production sites and four applied technology

centers

— Commercial presence in more than 90 countries

— Primarily direct sales to customers

— 1,460 employees world wide

Leading global producer of highly customized and diverse carbon black products

Overview – A Leader in the Carbon Black Industry

Virtually pure elemental carbon in the form of colloidal

particles

Physical appearance is blасk in either pellets or powder

Produced by thermal decomposition of gaseous or liquid

hydrocarbons under highly controlled conditions

Used in tires, other rubber and plastic products, printing inks,

coatings and various other applications e.g. batteries

Performance is related to properties of specific surface area,

particle size and structure, conductivity and color

Company Overview What is Carbon Black?

Page 12: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

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Orion – Meeting Customer Needs with a Balanced

and Comprehensive Product Portfolio

Specialty Carbon Black Rubber Carbon Black

High quality durable pigmentation

Enhancing characteristics including UV protection, viscosity control and electrical conductivity

Uses

Reinforcement and performance agent in rubber compounds

Improves resilience, tear-strength, conductivity and other physical properties

€386m / €137m (~35% Margin) FY 2016 Sales / Adj.

EBITDA €644m / €86m (~13% Margin)

242kmt Sales Volume

(FY2016) 886kmt

Geographic Mix

(Volume by Location (2) )

Extensive portfolio of products that are highly customized to meet specific and

evolving performance demands

~26% by volume (1) / One of the largest global producers Share of Global Industry

Sales / Position

~8% by volume / #3 (at least 17% market share in each key

region except China)

Coatings, polymers, printing and special applications Key End Applications Tires and mechanical rubber goods

Global market

Typically customized, high value products, cost effective to ship globally

Long approval processes and testing periods

Key Market

Characteristics

Mostly global customers, but served regionally

High transportation cost relative to sales price

Long approval processes and testing periods

1 OEC FY 2014 – Form 20-F.

2 FY 2016.

Europe: 33%

NAFTA: 28%

Korea: 19%

Brazil: 8%

China: 7% Other: 1%

Africa: 4%

Page 13: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

Investment Highlights

Page 14: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

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Key Investment Highlights

Leading Industry

Positions in Growing

Markets

Innovation Leader with

One of the Broadest

Technology and

Product Offerings

Global, Well Invested

Flexible Product Network

Allowing For Sustainable

Value Creation

Long Standing

Relationship with Blue-

Chip Customer Base

Strong Operating

Earnings, Growth

and Cash

Generation

Seasoned Industry

Management Team

1

5

6

2

3 4

Page 15: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

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Leading Industry Positions in Growing Specialty and Rubber Carbon Black Markets

1

Orion is the world’s largest specialty producer and a strong player in major regional

rubber markets throughout the world

4.2%

The largest global producer of specialty carbon black

Broadest industry product mix and extensive global sales and technical support network

Orion’s estimated share by revenue is higher since our product portfolio is weighted toward high-priced premium grades

5.6%

One of the largest global producers of rubber carbon black

One of only three globally based suppliers maintaining a carbon black production network serving key accounts across regions with a complete and balanced portfolio

Orion’s estimated share by volume equals or exceeds 17% in each of our major operating regions with the exception of China where we have recently acquired our initial local production

Specialty Carbon Black Rubber Carbon Black

Global Market Growth

(2013-16 CAGR)

Industry Shares (1)

26% 23%

17%

Global Top 3 Specialty Carbon Black Producers

14% 13%

8%

Global Top 3 Rubber Carbon Black Producers

1 Specialty carbon black and rubber carbon black based on volumes.

Page 16: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

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Furnace Black Gas Black Lamp Black Thermal Black After Treatment

Process

Methodology

Most common process in large scale Carbon Black production

Continuous method using liquid and gaseous hydrocarbon as feedstock and fuel

Orion proprietary method

Vaporised oils used as feedstock in reactors

Primarily used for Specialty applications

Reaction of specialized feedstocks in proprietary reactors

Primarily used for Specialty applications

Special applications in both Rubber and Specialty markets

Natural gas used as feedstock

Treats Carbon Black surface by oxidative agents

Enhances desired physical characteristics

Benefits

High flexibility

Wide product range

Efficient

Unique product structure

High color and dispersion advantages for coatings and printing

Unique product structure

Easy to disperse

Medium color

Unique product structure

High loading

Low color

Can be applied to all carbon blacks

Improves product dispersion and color performance

Competitor

Access to

Technology

Widespread Very Limited Very Limited Very Limited Limited

Production Processes

Leading Technology… 2

The broadest array of production and surface treatment technologies support one of

the largest product offerings in the industry

Page 17: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

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Industry-leading integrated R&D / Innovation platform with close customer collaborations

Orion is a preferred R&D partner to many of its customers

Efforts driven by state-of-the-art innovation center in Cologne, Germany (established in 2012, which integrated previous R&D efforts)

supported by regional technical centers in China, Korea and the U.S.

Significant increase in the innovation pipeline with new products already hitting the market

… and Innovation Platform

Selected Innovation Initiatives

Continue Strengthening Our

Leadership Position in Specialty

Carbon Black

Strengthening Competitiveness of

Operations

Continue to Increase Rubber Carbon

Black Margins While Growing

Globally

Growth in Conductive Additives Increase Feedstock Yield Improving Tire Performance

Emerging opportunity for carbon

black in lithium ion batteries

Expanding role for carbon black in

advanced lead-acid batteries

Established supplier to battery

markets with numerous innovations

underway

Optimizing feedstock yield has the

greatest impact to operating cost

reduction

Developing and implementing

variable cost optimization and next

generation production process

programs

Truck tires demand improved wear

resistance without compromises

New product technology developed in

collaboration with key customers

balancing fuel economy, mileage,

and wet grip

Proprietary technology and reaction

processes

2

Page 18: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

18

Plants

Technical Center

Administration / HQ

Purchase Carbon Black oil from

more than 30 different suppliers to

limit dependence on individual

suppliers

Well positioned to serve

emerging markets Reduces average transportation

costs

Ability to supply customers

with the full range of grades

and particle sizes from

multiple locations

Geographic diversity of our

operations also lowers our

dependency on any particular

region

Ability to quickly establish

credentials with customers in new

locations with globally coordinated

and led technical support

3

Interregional capabilities in Specialty

Carbon Black

Offer customers backup supply

capabilities in the event of supply

disruptions or unexpected peaks in

demand

Significant recent investments in strategic sites and the 2015 acquisition of Qingdao,

China plant have increased capacity, efficiency and flexibility of production platform

Global, Well Invested, Flexible Production Network

*

* Ambès plant closed in December 2016

Page 19: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

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… Allowing For Sustainable Value Creation 3

Our operational efficiency, flexibility and reliability give us a competitive foundation

for continuing and sustainable value creation

Optimizing feedstock selection, energy purchasing and pricing methods

Exploiting alternative feedstock sources to increase yield and optimize variable cost

Gaining further knowledge on value of current and alternative feed stocks

Procurement

Excellence

Higher efficiency “Orion Design” reactors increase yield, reliability and flexibility

Recently installed additional "Orion Design" reactors in the U.S., Asia and South Africa

Using Orion technology to further capture waste energy

“Orion Design”

Reactors and

Energy

Recovery

Net headcount reduction of 70 (-4,6%) due to closed plant in Ambès

Overall headcount included the hiring of approximately 100 higher-qualified personnel to

drive Orion forward

Continued focus on production footprint optimization

High

Performance

Organization

Initiative and

Cultural

Transformation

Demonstrated Achievements to Improve Operational Competitiveness

Page 20: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

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Supplier to more than 1,000 customers across 90 countries with a core blue-chip

customer base

Long-Standing, Deep Relationships with Blue-Chip Customer Base

4

Strong relationships with global customer base for over 30 years

Recognized strength with Global Key Account management

Rigorous testing and approval processes in both Specialty Carbon Black and Rubber

Carbon Black segments

High degree of customization for a number of Orion’s products

Page 21: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

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88 82 84 89 92 92 95 98 100 101 101 100 102 106 107 115 121 130 135 137

88 99 98 99

92 86 89 93 96 99 102

108 109

106 100 94 88

81 83 86

176 181 182 188 183

178

184 191 196 200 203 208 212 212

206 209 209 211 218 223

23.5% 22.0% 21.5% 22.3% 22.8% 23.3% 24.1%

25.1% 25.3% 25.5% 25.4% 24.8% 25.8%

27.1% 27.8%

30.1% 31.8%

33.9% 35.3% 35.4%

8.8% 9.7% 9.8% 9.9% 9.3% 8.9% 9.3% 9.8% 10.3% 10.7% 11.1% 11.8%

12.4% 12.8% 12.7% 12.8% 12.8% 12.4%

13.1% 13.4%

Q1-12 Q2-12 Q3-12 Q4-12 Q1-13 Q2-13 Q3-13 Q4-13 Q1-14 Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 Q3-15 Q4-15 Q1-16 Q2-16 Q3-16 Q4-16

Cash

Conversion¹ NA NA NA 62% 56% 52% 55% 60% 67% 71% 72% 69% 67% 64% 67% 75% 71%

FCF2 106 114 108 163

72% 73%

135

71%

118

109 109 110

113

103

110 109

108 110

103

77

55 64

51 45 35 47

47 51

Track Record of Earnings Growth and

Cash Conversion

Stable Adj. EBITDA growth and strong cash conversion despite volatile feedstock markets are key characteristics of Orion’s

financial track record

Specialty business – Outstanding performance, improving its LTM Adj. EBITDA record for the last eight consecutive

quarters

Rubber business – Remarkable profitability improvement since 2012, with price surcharges delivering Adj. EBITDA upside

and a further increase in Adj. EBITDA driven by internal improvements, e.g., closure of the French plant

Source: OEC’s 20-F and 6-K reports, OEC’s IPO prospectus (Jul-2014 F1 form), OEC’s quarterly trading updates, Bloomberg

1. Refers to group and defined as (LTM Adj. EBITDA - LTM Capex) / LTM Adj. EBITDA.

2. Refers to group and defined as yearly cash flow from operations (before interest payments) minus capex (excluding OECQ acquisition).

LTM Adj. EBITDA (€m), LTM Adj. EBITDA Margin, and Cash Conversion1

Specialty LTM Adj. EBITDA Rubber LTM Adj. EBITDA

Specialty LTM Adj. EBITDA Margin Rubber LTM Adj. EBITDA Margin

Average Brent Crude Oil Price per Quarter ($Bbl)

5

Page 22: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

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Erik Thiry

Senior Vice President

Rubber Carbon Black

David Deters

Senior Vice President

Innovation

Strengthened leadership team driving an improved, lean and focused organization

Seasoned Industry Management Team

Jack Clem

Chief Executive Officer

Management Team

Significantly strengthened leadership talent with globally experienced executives to complement continuity in key senior management roles

Reduced headcount in order to eliminate low performers and make room for hires with Orion cultural DNA

Positioning business to build on success and continue growth as Management team populates additional layers

Company Culture

Best-in-class management practices based on continuous improvement principles

Enterprise driven but organized to extract the best of regional talent

Data-driven, disciplined, collaborative decision making

Focus on performance and commitment to customers

Entrepreneurial drive

Jeffrey Malenky

Senior Vice President

Global Human Resources

Michael Reers

Vice President and

Group Controller

Christian Eggert

General Counsel and

Head of Group Legal

Charles Herlinger

Chief Financial Officer

Mark Peters

Senior Vice President and

GM Americas Region

Lixing Min

Senior Vice President and

GM Asia-Pacific Region

Claudine Mollenkopf

Senior Vice President

Specialty Carbon Black

6

Page 23: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

Historical Financials

Q4 2016

Page 24: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

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4Q 2016 Highlights

4Q16

4Q15

Y-o-Y

Comparison

Total volume

(kmt) 280.6 263.5 6.5%

Adjusted EBITDA

(EUR/Millions) 55.6 50.9 9.4%

Net Income (Loss)

(EUR/Millions) 18.6 1.5

€17.1

EPS

(EUR) 0.31 0.02 €0.30

Strong volume and adjusted EBITDA gains in both

Specialty and Rubber businesses

Adjusted EBITDA positively impacted by above

market growth, with favorable price management

Large net income gain partly a function of reduced

interest expense and other financial impacts

Leverage reduced to 2.50x

Page 25: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

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4Q15

FY 2016 Highlights

4Q16

Volume Mix Adjusted EBITDA

0%

20%

40%

60%

80%

100%

4Q16

Volume By

Producing Location

Other 1%

Africa 4%

China 7%

Brazil 8%

Korea 19%

NAFTA 28%

Europe 33%

Rubber

Carbon

Black (1)

79.5%

Specialty

Carbon

Black

20.5%

Specialty

Carbon

Black

21.2%

Rubber

Carbon

Black (1)

78.8%

4Q15

4Q16

Rubber

Carbon

Black

€22.4M

Specialty

Carbon

Black

€28.4M

Specialty

Carbon

Black

€30.3M

Rubber

Carbon

Black

€25.3M

Specialty Carbon Black and Technical Rubber Carbon Black Grades

Continue To Expand as a Percentage of Mix

(1) 34.0% of 4Q16 Rubber Carbon Black volume, including OECQ, comprises technical grade products versus 33.1% for 4Q15. Technical

grade products, which include MRG, are those products that require special technology or support and carry higher margins.

0%

20%

40%

60%

80%

100%

4Q15

Other 1%

Africa 4%

China 4%

Brazil 6%

Korea 19%

NAFTA 31%

Europe 35%

Page 26: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

26

Specialty Carbon Black Business

4Q16 4Q15 Y-o-Y

Comparison

Volume (kmt) 59.5 54.1 +10.0%

Revenue (EUR/Millions) 96.1 91.5 +5.0%

Gross Profit (EUR/Millions) 39.9 38.7 +3.2%

Gross Profit/ton (EUR) 670.6 714.2 -6.1%

Adjusted EBITDA

(EUR/Millions) 30.3 28.4 +6.7%

Adjusted EBITDA/ton (EUR) 509.0 524.8 -3.0%

Adjusted EBITDA Margin 31.5% 31.1% +40bps

Above industry volume growth driven by market

penetration and strong execution in underserved

markets

Impact of previous addition of sales and technical

resources yielding sustainable results with new and

established customers supported by new products

and product extensions

Gross profit improved with volume offsetting the

impact of higher feedstock costs

Adjusted EBITDA/ton reflects volume growth with

some margin compression from higher feedstock

costs

Gains in Volume and Profit Due to Strong Sales Execution Across All Regions

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27

Rubber Carbon Black Business

4Q16 4Q15 Y-o-Y

Comparison

Volume (kmt) 221.1 209.4 +5.6%

Revenue (EUR/Millions) 180.2 168.9 +6.7%

Gross Profit (EUR/Millions) 47.1 39.8 +18.4%

Gross Profit/ton (EUR) 213.1 190.0 +12.2%

Adjusted EBITDA

(EUR/Millions) 25.3 22.4 +12.9%

Adjusted EBITDA/ton (EUR) 114.6 107.2 +6.9%

Adjusted EBITDA Margin 14.1% 13.3% +80bps

Profit Improvements Driven by Favorable Pricing and OECQ Contribution

Volume growth reflects OECQ contribution and

strengthening global demand. Without OECQ

volume, organic growth of 2.1%

Strong gross profit gain a function of favorable

pricing, volume growth and reduced depreciation

Adjusted EBITDA increase reflected the gain in

gross profit

Adjusted EBITDA margin of 14.1% increased 80

bps

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28

Asia

50.8

55.6 7.5 (2.2)

(1.0) 0.4

4Q15 Other 4Q16

110.2

117.7 5.1

2.9 1.4 (1.9)

4Q15 Volume Price FX Other 4Q16(Exc OECQ)

4Q 2016 Consolidated Operating Results (1)

Adjusted EBITDA Variance

Contribution Margin Variance Not to scale

Not to scale

4Q16 4Q15 Y-o-Y

Comparison

Volume (kmt) 280.6 263.5 +6.5%

Revenue (EUR/Millions) 276.3 260.4 +6.1%

Contribution Margin (EUR/Millions) 117.7 110.2 +6.8%

Contribution Margin/ton (EUR) 419.4 418.3 +0.3%

Operating Result (EBIT) (EUR/Millions) 36.7 23.1 +58.9%

Adjusted EBITDA (EUR/Millions) 55.6 50.8 +9.4%

Adjusted EBITDA Margin 20.1% 19.5% +60bps

Net Income (EUR/Millions) 18.6 1.5 €17.1

EPS (EUR) 0.31 0.02 €0.29

Adjusted EPS (EUR) 0.39 0.20 €0.19

€M

€M

1.5

(1.2)

18.6

4.8

4.7 2.3

Other Tax 2

Net Income €M Not to scale

4Q15 4Q16 Depreciation Adj

EBITDA

(1) See quarterly reporting for reconciliation of non-IFRS measures to the most directly comparable IFRS

measures

(2) Other relates to a reduction non-recurring expenses incurred from 2015 primarily first Year SOX and OECQ

post-acquisition costs

Contribution

Margin

FX on

Fixed Costs

Finance

Costs

Quarterly Adj. EPS Increased to €0.39 Per Share

Driven by Improved Operating Performance and

Capital Structure

6.6

OECQ

Fixed Costs

Page 29: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

29

Cash at12/31/15

Cash Flowfrom

Operations

Capex Interest Dividends Other Cash PriorTo

VoluntaryActions

VoluntaryDebt

Payments

ShareBuybacks

Cash at12/31/16

117.3

73.9 65.3

(48.2) (39.6)

(40.0)

(40.0)

(3.4)

(3.2)

199.1 (64.3)

2016 Cash Flow and Balance Sheet Highlights

Balance Sheet Highlights 2016 Cash Flow Generation

As of

December 31, 2016

Cash & Cash Equivalents 73.9

Net Working Capital 181.9

Total Debt (long term) 613.5

Total Liability and Equity 998.6

Net Debt 556.7

Net Debt/LTM Adjusted EBITDA 2.50x

Net Working Capital (in days) 63

€M

Continued Strong Cash Flow Generation Due to Cash Flow from Operations.

Leverage reduced to 2.50x

Voluntary

Debt Payment

& Share Buybacks

Cash Flow

Generation Prior to

Voluntary Actions:

€52.0M

(1)

€M

(3)

450

500

550

600

650

700

750

Total Debt

Underlying Debt FX Impact

€M

150

175

200

225

Net Working Capital

(1) Interest payments

(2) Repurchased 312,912 Shares

(3) Net working capital = Inventories + Trade Receivables – Trade Payables

(2)

Not shown an additional €20M

voluntary debt repayment made

in January 2017

Page 30: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

1Q17 and FY 2017 Guidance

Page 31: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

31

1Q 2017 Trading Update

1Q17

Guidance

1Q16

Y-o-Y

Comparison

Revenue

(EUR/Millions) 303.0-305.0 246.3 ~23%

Total volume

(kmt) 274.0-276.0 277.8 ~(1)%

Adjusted EBITDA

(EUR/Millions) 58.0-59.0 54.0 7-9%

Revenue growth reflects pass-through of

increased oil prices to Orion customers'

through our selling prices

Stable overall volumes with strong growth of

lower margin product in Specialty offsetting

decline in standard Rubber volumes primarily

resulting from the Ambes plant closure in

France at the end of 2016

Increase in Adjusted EBITDA driven entirely by

recovering Rubber profitability due to improved

pricing, particularly in Europe, as well as higher

oil prices improving profit impact from

cogeneration revenues and efficiency

programs

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32

Adjusted EBITDA: EUR 220 to 240 million

Forecast assumptions:

• Volume growth in line with current GDP

expectations

• Oil prices and foreign exchange rates at Q4 2016

levels

Other guidance metric assumptions:

• Capital Expenditures: EUR 60 million plus So Korea

• Depreciation: EUR 60 million

• Amortization: EUR 20 million

• Tax rate: 35%

2017 Guidance

Capital Allocation

(EUR/Millions)

Maintenance Capex 30

Mandatory Debt Service 7

Interest Payments * 26

Cash Tax Payments ** 32

Change in NWC *** --

Total Cash Requirements 95**

* At current interest rates and not PF for the repricing

** Assumes mid-range 2017 Adjusted EBITDA guidance

*** A $10 (decrease)/increase in Brent crude will likely (lower)/raise

total cash requirements by causing NWC to (contract)/expand by

roughly €19m - €21m over approximately a 3 month period

Base Business Annual Cash Requirements

Guidance Based on Current Operating Environment

Dividends

Optimization capex

Voluntary debt repayment

Excess cash will be available to support:

2017 Guidance and Cash Analysis

Page 33: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

33

Key Actions

• Conversion of rubber production lines to specialty in Korea and the US

• Expanding specialty capacity in Sweden and Germany

• Expanding specialty and technical rubber grade mix at OECQ, Germany, Korea

• Expand technical sales support footprint

• Closed facility in France, plans to close Bupyeong, Korea mid-2018 + further evaluations

• Installing higher temperature air preheaters and high efficiency Orion reactors

• Expanding feedstock delivery options

• Expanding cogeneration capabilities

Priorities

Drive growth of Specialty and Technical Rubber Carbon Black grades

– Continue above market growth in Specialty Carbon Black

– Expand specialty and technical rubber grade mix at OECQ

– Deepen penetration in underserved specialty and MRG markets

– Consistently maintain Specialty product supply ahead of demand

– Continue adding resources focused on penetrating markets and

pursuing substitution opportunities

Continue to systematically evaluate the global production footprint for cost improvement opportunities.

Continue productivity and efficiency measures to improve Rubber Carbon Black’s profitability

Direct Capital Expenditures to:

Expand capacity of selected Specialty Carbon Black grades

Continue attractive yield efficiency projects

Advance Lighthouse projects

Operational Priorities / Actions

Page 34: April 2017 · 2019-09-10 · This presentation may contain forward-looking statements with respect to our financial condition, results of operations and business. Forward-looking

34

Non-IFRS Metric Definitions

In this presentation we refer to Adjusted EBITDA, Contribution Margin and Adjusted EPS, which are financial measures that have not

been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards

Board (“IFRS”) or the accounting standards of any other jurisdiction and may not be comparable to other similarly titled measures of

other companies. Adjusted EBITDA is defined as operating result (EBIT) before depreciation and amortization, adjusted for acquisition

related expenses, restructuring expenses, consulting fees related to group strategy, share of profit or loss of joint venture and certain

other items. Adjusted EBITDA is used by our management to evaluate our operating performance and make decisions regarding

allocation of capital because it excludes the effects of certain items that have less bearing on the performance of our underlying core

business. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a

substitute for analysis of our financial results as reported under IFRS. Some of these limitations are: (a) although Adjusted EBITDA

excludes the impact of depreciation and amortization, the assets being depreciated and amortized may have to be replaced in the

future and thus the cost of replacing assets or acquiring new assets, which will affect our operating results over time, is not reflected;

(b) Adjusted EBITDA does not reflect interest or certain other costs that we will continue to incur over time and will adversely affect our

profit or loss, which is the ultimate measure of our financial performance and (c) other companies, including companies in our industry,

may calculate Adjusted EBITDA or similarly titled measures differently. Because of these and other limitations, you should consider

Adjusted EBITDA alongside our other IFRS-based financial performance measures, such as consolidated profit or loss for the period.

Contribution Margin is calculated by subtracting variable costs (such as raw materials, packaging, utilities and distribution costs) from

our revenue. We believe that Contribution Margin and Contribution Margin per Metric Ton are useful because we see these measures

as indicating the portion of revenue that is not consumed by such variable costs and therefore contributes to the coverage of all other

costs and profits.

Adjusted EPS is defined as profit or loss for the period adjusted for acquisition related expenses, restructuring expenses, consulting

fees related to group strategy, certain other items (such as amortization expenses related to intangible assets acquired from our

predecessor and foreign currency revaluation impacts) and assumed taxes, divided by the weighted number of shares outstanding.

Adjusted EPS provides guidance with respect to our underlying business performance without regard to the effects of (a) foreign

currency fluctuations, (b) the amortization of intangible assets which other companies may record as goodwill having an indefinite

lifetime and thus no amortization and (c) our start-up and initial public offering costs. Other companies may use a similarly titled

financial measure that is calculated differently from the way we calculate Adjusted EPS.

We define Net Working Capital as the total of inventories and current trade receivables, less trade payables. Net Working Capital is a

non-IFRS financial measure, and other companies may use a similarly titled financial measure that is calculated differently from the

way we calculate Net Working Capital. .


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