Alembic Global Advisors Deer Valley Chemical & Industrial Conference - Virtual - February 26, 2021 - Venator
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Safe Harbor Statement and Other Matters This presentation includes “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, business trends and other information that is not historical information. When used in this presentation, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” or future or conditional verbs, such as “will,” “should,” “could,” or “may,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, management’s examination of historical operating trends and data, are based upon our current expectations of future events and various assumptions which may not be realized or accurate. Our expectations, beliefs and projections are expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and projections will be achieved. We undertake no obligation to update or revise forward-looking statements which may be made to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this presentation. Such risks, uncertainties and other important factors include, among others: the impacts and duration of the global outbreak of the Coronavirus Disease 2019 pandemic on the global economy and all aspects of our business, including our employees, customers, suppliers, partners, results of operations, financial condition and liquidity, global economic conditions, our ability to maintain sufficient working capital, our ability to access capital markets on favorable terms, changes to our plans or strategies due to any changes to our Board or management following any significant change in ownership of our shares, our ability to transfer technology and manufacturing capacity from our Pori, Finland manufacturing facility to other sites in our manufacturing network, the costs associated with such transfer and the closure of our Pori facility, our ability to realize financial and operational benefits from our business improvement plans and initiatives, changes in raw material and energy prices, or interruptions in raw materials and energy, industry production capacity and operating rates, the supply demand balance for our products and that of competing products, pricing pressures, technological developments, legal claims by or against us, changes in government regulations, including increased manufacturing, labeling and waste disposal regulations and the classification of TiO2 as a carcinogen in the EU, the impacts of increasing climate change regulations, geopolitical events, cyberattacks and public health crises and other risk factors as discussed in our filings with the US Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2020. This presentation contains financial measures that are not in accordance with generally accepted accounting principles in the U.S. ("GAAP"), including EBITDA, adjusted EBITDA, adjusted EBITDA margin, free cash flow and net debt and certain ratios and other metrics derived therefrom. We have provided reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures in the Appendix to this presentation.
Venator Snapshot Leading global chemical company FY20 Revenue (mm) $1,938 Adj. EBITDA (mm)(1) $136 % margin(1) 7% Titanium Dioxide Performance Additives Segment FY20 FY20 Revenue (mm) $1,431 Revenue (mm) $507 Adj. EBITDA (mm)(1) $127 Adj. EBITDA (mm)(1) $55 % margin(1) 9% % margin(1) 11% Ag. & Other Fibres & Ag. & Other Fibres Water Architectural Water 2% Personal Care,& films 2% Personal Care, Food, films 4% coatings 1% Food, 3% Pharma. & Active 6% Architectural 14% coatings Pharma. & Active End Markets(2) Materials 4% Inks 27% Materials Industial 4% 6% coatings 11% Plastics 16% Industial coatings Plastics 14% 41% Construction Construction 1% 44% Representative Customers (1) See Appendix for reconciliations and important explanatory notes 3 (2) 2020 Revenues
Titanium Dioxide Gradual recovery from COVID-19; Longer-term industry fundamentals remain intact End Markets Quarterly Adjusted EBITDA History(1) 2020 2020 Revenues Source: Management Estimates $ in millions Ag. & Water Other Fibres & films 1% 2% 31% 31% 32% Segment Personal Care, Food, 6% 29% Pharma. & Active Materials Architectural coatings 18 23 Revenues 4% Inks 4% 27% 23% 20 33 19% $1.4 15 billion 14%14% 12% 13%13% 11%10% 9% 125 124 - 107 - - - 8% 7% 7 78 86 75 6% Segment 10 52 61 55 51 46 Adjusted EBITDA(1) 41 35 Industial 24 30 21 26 $127 coatings 14% Plastics 41% Construction 1% million Adj. EBITDA ex. Pori Pori EBITDA Adjustment Adj. EBITDA Margin TiO2 Capacity Annual Adjusted EBITDA History(1) 2020 Nameplate Capacity; based on management estimates $ in millions Tronox 13% 30% INEOS 3% 127 24% 25% COATINGS 22% Others Venator 17% 7% 47% 100 41 12% 75 63 572 9% 6% 7% 349 4% 376 312 Chemours 243 33 50 (1%) 197 14% 84 84 49 127 INKS 50 (58) 12 Kronos 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Lomon 7% Billions Adj. EBITDA ex. Pori Adj. EBITDA Margin Pori EBITDA Adjustment 9% (1) See Appendix for reconciliations and important explanatory notes 4 (2) Adjusted to include the Oct. 1, 2014 acquisition of the Performance Additives and Titanium Dioxide businesses of Rockwood Holdings, Inc. as if consummated at the beginning of the period, based upon their management’s representation; excludes the related sale of our TR52 product line – used in printing inks – to Henan Billions Chemicals Co., Ltd. in December 2014; and excludes the allocation of general corporate overhead by Rockwood
Market Leader in High-Value Specialty TiO2 Favorable application mix Venator has more than half of its sales volume in high value and technically demanding TiO2 categories Venator Focus Specialties Price Differentiated Functional Legend: Low Quality % Total global TiO2 industry demand 18% 41% 32% 9% % Venator TiO2 sales 0% 42% 47% 11% volume(1) 1,000 2,000 3,000 4,000 5,000 6,000 Estimated World Demand (kmt)(2) Indicative EBITDA 1x 2x 3x+ margins Functional coatings (architectural) Industrial coatings Catalysts Applications Functional plastics Performance plastics Food Paper Differentiated Inks Pharma & Cosmetics Fibers & Films Solar Specialty Inks (1) 2020 volumes 5 (2) Source: Management estimates
Performance Additives 2020 $8 million improvement despite COVID pandemic End Markets Quarterly Adjusted EBITDA History(1) 2020 2020 Revenues Ag. & Source: Management Estimates $ in millions Other Fibres Water 2% Architectural & films 4% coatings Personal Care, Food, 3% 14% 17% Segment Pharma. & Active 14%13% 13% 14% Materials 6% 12% 13% 12% Revenues Industial 12% 11% coatings 11% $22 9% 10% 10% 8% 11% 12% 10% $0.5 Plastics $18 $22 $21 $24 $23 $22 billion 16% $16 4% 4% $13 $15 $15 $12 3% $15 $16 $13 $13 $15 $3 $4 $5 Segment 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 1Q20 2Q20 3Q20 4Q20 Adjusted EBITDA(1) Construction 44% $55 million Competitors Annual Adjusted EBITDA History(1)(2) $ in millions Functional Additives $72 $69 $69 $62 $55 Color Pigments $47 CONSTRUCTION 12% 12% 12% 11% 10% 9% Timber and Water Treatment 2015 2016 2017 2018 2019 2020 COATINGS Segment Adj. EBITDA Segment Adj. EBITDA Margin (1) See Appendix for reconciliations and important explanatory notes 6 (2) Adjusted to include the Oct. 1, 2014 acquisition of the Performance Additives and Titanium Dioxide businesses of Rockwood Holdings, Inc. as if consummated at the beginning of the period, based upon their management’s representation; excludes the related sale of our TR52 product line – used in printing inks – to Henan Billions Chemicals Co., Ltd. in December 2014; and excludes the allocation of general corporate overhead by Rockwood
Performance Additives Product overview FY20 LTM EBITDA(1) % split Product Characteristics & Uses Competition Benefit Functional Barium and Zinc Additives Fillers that enhance the gloss and Strong EBITDA margins flow of paints and the mechanical Additives Complementary and common properties of plastics process technology 25% Specialty soft white pigments Similar customer base to TiO2 Iron Oxides Highly durable red, yellow, black and tan pigments Colorants for paint, plastics and concrete High cash conversion margins Ultramarines Unique blue-shade pigments Color Violet and pink variants Good geographic balance Pigments Similar customer base to TiO2 42% Specialty Inorganics Weather-resistant, chemically Common process technology Chemicals stable pigments Distinct color shades Driers Controls the drying rate of a paint or ink Residential construction (ACQ, Protects wood from decay and ECOLIFETM and Copper Azole) fungal or insect attack Limited number of major Timber and competitors Industrial construction Prolongs service life of wood Water Stable demand profile (Chromated Copper Arsenate) Treatment High cash conversion 33% Polyaluminium chloride Clarifies water by promoting the based flocculants sedimentation of particles (1) See Appendix for reconciliations and important explanatory notes 7
Driving Further Cost Reduction ~$55mm EBITDA improvement delivered by end of 2022(a) 2020 BIP Highlights Timing (a) $ in millions ~$75 Delivered $57mm savings in 2020 which included $27mm of COVID savings ~$65 Non-recurring savings 2020 2020 Business Improvement Program on $57 Business Improvement track ~$55 Program 2019 Business $27 Improvement Agreement with German employee COVID ~$45 Program representatives reached in December 2020 in relation to our German restructuring program $16 $40-45 million of estimated future cash ~$20 ~$20 restructuring costs $14 2020 2021 2022 (a) Compared to 2019 baseline 8
Free Cash Flow Considerations Generated $13 million positive free cash flow in 4Q20 $ in millions Actual 4Q20 2020 Comments Adjusted EBITDA $25 $136 Total liquidity(a) of $471mm as of December 31, 2020 – $220mm of cash Capital expenditures(b) (13) (67) – $251mm available under the ABL Cash interest (4) (39) No significant debt maturities until 2024(d) Primary working capital change 45 39 Expected 2021 capital expenditures of $75 – 85mm Restructuring (3) (10) Continued focus on working capital management – Expected 2021 cash use consistent with rising prices Pension and Other (29) (78) Cash income taxes (3) (3) Pori cash expenses, net(c) (5) (8) Total free cash flow $13 $(30) See Appendix for reconciliations and important explanatory notes (a) Defined as cash and availability under the ABL 9 (b) (c) Includes capital expenditures related to the transfer of specialty and differentiated products and excludes ~$2 million of capital expenditures at the Pori site in 2020 Includes ~$2 million of capital expenditures at Pori unrelated to the transfer program in 2020 (d) Scheduled maturities of our Term Loan, Snr Unsecured and Snr. Secured bonds in 2024, 2025 and 2025, respectively. Excludes debt to affiliates, ABL refinancing in 2022 and existing short-term borrowings or repayments under the ABL
Focused on Maximizing Shareholder Value Maximize Shareholder Value Focus on Improve Customer- Enhance specialty & free cash Portfolio tailored competitive differentiated flow optimization approach position products generation Aligning Growth in higher Driving Reduce cash Potential sale of production to value products operational uses and color pigments meet customer supported by efficiencies and improve working business on hold commitments innovation cost capital improvements management 10
Appendix 11
Pro Forma Adj. EBITDA Reconciliation $ in millions 2014 2015 2016 2017 2018 2019 1Q20 2Q20 3Q20 4Q20 2020 Net (Loss) / Income $ (162) $ (352) $ (77) $ 144 $ (157) $ (170) $ 8 $ (17) $ (39) $ (57) $ (105) Net income attributable to noncontrolling interests (2) (7) (10) (10) (6) (5) (1) (2) (3) (1) (7) Net income of discontinued operations – (10) (8) (8) – – – – – – – Interest 2 30 44 40 40 41 10 12 15 15 52 Income tax expense / (benefit) (17) (34) (23) 50 (8) 150 (2) 2 3 9 12 Depreciation and Amortization 93 100 114 127 132 110 28 28 29 29 114 EBITDA $ (86) $ (273) $ 40 $ 343 $ 1 $ 126 $ 43 $ 23 $ 5 $ (5) $ 66 Business acquisition and integration expenses 45 44 11 5 20 (1) 1 3 – (3) 1 Separation (gain) expense, net – – – 7 2 (3) – – – (10) (10) U.S. income tax reform – – – (34) – – – – – – – Purchase accounting adjustments 13 – – – – – – – – – – Loss / (gain) on disposition of businesses/assets (1) 1 (22) – 2 1 2 – (6) (1) (5) Certain legal expenses / settlements 3 3 2 1 – 4 – – – 6 6 Amortization of pension and postretirement actuarial losses 11 9 10 17 15 14 3 4 3 3 13 Net plant incident costs (credits) – 4 1 4 (232) 20 1 2 2 2 7 Restructuring, impairment, and plant closing and transition costs 62 220 35 52 628 33 7 5 13 33 58 Adjusted EBITDA $ 47 $ 8 $ 77 $ 395 $ 436 $ 194 $ 57 $ 37 $ 17 $ 25 $ 136 Corporate and other 29 53 53 64 43 50 11 11 9 15 46 Operating Segment Adjusted EBITDA $ 76 $ 61 $ 130 $ 459 $ 479 $ 244 $ 68 $ 48 $ 26 $ 40 $ 182 (a) Titanium Dioxide Segment EBITDA 134 (8) 61 387 417 197 46 35 21 25 127 (a) Performance Additives Segment EBITDA 91 69 69 72 62 47 22 13 5 15 55 Public company standalone costs (29) (53) (53) (64) (43) (50) (11) (11) (9) (15) (46) Adjusted EBITDA $ 196 $ 8 $ 77 $ 395 $ 436 $ 194 $ 57 $ 37 $ 17 $ 25 $ 136 Pori related EBITDA adjustment (50) (50) (49) (75) (41) – – – – – – Pro forma Adjusted EBITDA $ 146 $ (42) $ 28 $ 320 $ 395 $ 194 $ 57 $ 37 $ 17 $ 25 $ 136 (a) Adjusted to include Rockwood pro forma 12
Reconciliation of U.S. GAAP to Non-GAAP Measures See Appendix for reconciliations and important explanatory notes 13
Reconciliation of U.S. GAAP to Non-GAAP Measures See Appendix for reconciliations and important explanatory notes 14
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