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| 8-K - FORM 8-K - OLIN Corp | form8kq32016earningsslides.htm |
Third Quarter 2016 Earnings Presentation
November 1, 2016
TM
Exhibit 99.1
Forward-Looking Statements
2
This communication includes forward-looking statements. These statements relate to analyses and other information that are
based on management’s beliefs, certain assumptions made by management, forecasts of future results, and current expectations,
estimates and projections about the markets and economy in which we and our various segments operate. These statements may
include statements regarding our recent acquisition of the U.S. chlor alkali and downstream derivatives businesses (the “Acquired
Business”), the expected benefits and synergies of the transaction, and future opportunities for the combined company following
the transaction. The statements contained in this communication that are not statements of historical fact may include forward-
looking statements that involve a number of risks and uncertainties.
We have used the words “anticipate,” “intend,” “may,” “expect,” “believe,” “should,” “plan,” “project,” “estimate,” “forecast,”
“optimistic,” and variations of such words and similar expressions in this communication to identify such forward-looking
statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions,
which are difficult to predict and many of which are beyond our control.
Therefore, actual outcomes and results may differ materially from those matters expressed or implied in such forward-looking
statements. Factors that could cause or contribute to such differences include, but are not limited to: factors relating to the
possibility that Olin may be unable to achieve expected synergies and operating efficiencies in connection with the transaction
within the expected time-frames or at all; the integration of the acquired chlorine products businesses being more difficult, time-
consuming or costly than expected; the effect of any changes resulting from the transaction in customer, supplier and other
business relationships; general market perception of the transaction; exposure to lawsuits and contingencies associated with the
acquired chlorine products business; the ability to attract and retain key personnel; prevailing market conditions; changes in
economic and financial conditions of our chlorine products business; uncertainties and matters beyond the control of
management; and the other risks detailed in Olin’s Form 10-K for the fiscal year ended December 31, 2015 and Olin’s Form 10-Q
for the quarter ended June 30, 2016. The forward-looking statements should be considered in light of these factors. In addition,
other risks and uncertainties not presently known to Olin or that Olin considers immaterial could affect the accuracy of our
forward-looking statements. The reader is cautioned not to rely unduly on these forward-looking statements. Olin undertakes no
obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise.
In addition to U.S. GAAP financial measures, this presentation includes certain non-GAAP financial measures including Adjusted
EBITDA. These non-GAAP measures are in addition to, not a substitute for or superior to, measures for financial performance
prepared in accordance with U.S. GAAP. Definitions of these measures and reconciliation of GAAP to non-GAAP measures are
provided in the appendix to this presentation.
Performance Highlights
3
3
Achieved Adjusted EBITDA of $222 million in the third quarter1
Forecasting fourth quarter 2016 Adjusted EBITDA range of $190 million to $220 million2
Expect full-year cost synergy realization of approximately $60 million
Full year 2016 Adjusted EBITDA guidance range of $810 million to $840 million
1: Third quarter net income is $17.5 million
2: Olin anticipates fourth quarter net income (loss) in the range of ($10) million to $10 million, or ($0.05) to $0.05 per diluted share
2Q
$180
$915 - $985
4
Full Year 2016 Adjusted EBITDA
Original Forecast Current Forecast
$810 - $840
4Q
$190 – $220
1Q
$215
($ in millions)
3Q
$222
- Lower caustic soda pricing ~$60
- Lower EDC pricing ~$40
- Weaker chlorinated organics volumes ~$40
1: Olin’s definition of “Adjusted EBITDA” (earnings before interest, taxes, depreciation and amortization) is net (loss) income plus an add-back for depreciation and
amortization, interest expense (income), income tax expense (benefit), other expense (income), restructuring charges, acquisition-related costs, fair-value inventory
purchase accounting adjustment and other certain non-recurring items
2: Olin anticipates fourth quarter net income (loss) in the range of ($10) million to $10 million, or ($0.05) to $0.05 per diluted share
1
2
3Q16 2Q16 ∆ Q/Q
Sales $779.4 $733.0 6.3%
Adjusted EBITDA $160.0 $134.1 19.3%
3Q16 Performance
Higher caustic pricing and volumes
Increased raw materials costs associated with natural gas and purchased ethylene
Lower maintenance outage costs
4Q16 outlook – is expected to be slightly lower as compared to 3Q16
Expected improvement in caustic soda domestic and export pricing
Expected seasonally lower volumes
Expected increase in raw materials costs associated with natural gas and purchased
ethylene
($ in millions)
Chlor Alkali Products and Vinyls
Segment Performance
5
Multi-Year View on Caustic Soda
North American chlor alkali capacity reductions
No major North American chlor alkali capacity additions announced
Increasing North American caustic exports
European mercury cell chlor alkali production sunset by the end of 2017
Growing internal caustic soda consumption in China coupled with lower vinyls demand is
limiting caustic soda exports from China
6
3Q16 2Q16 ∆ Q/Q
Sales $470.1 $450.0 4.5%
Adjusted EBITDA $32.9 $23.0 43.0%
3Q16 Performance
Higher volumes and increased pricing
Higher raw materials input costs associated with benzene and propylene
Lower maintenance outage costs
4Q16 outlook – is expected to be similar as compared to 3Q16
Expected higher pricing, but seasonally lower volumes
Expected lower maintenance outage costs
Expected higher raw materials costs associated with benzene and propylene
($ in millions)
Epoxy
Segment Performance
7
3Q16 Performance
Higher volumes driven by seasonally stronger demand
Results sequentially stronger than Q216 and improved over 3Q15
4Q16 outlook – expect lower earnings sequentially from seasonally strong Q3 demand,
but forecast the quarter to improve over Q415 results
Full year 2016 earnings are expected to exceed full year 2015 results
Expect favorable trends in NICS background checks to continue
Winchester
Segment Performance
8
3Q16 2Q16 ∆ Q/Q
Sales $203.2 $181.0 12.3%
Adjusted EBITDA $40.7 $35.7 14.0%
($ in millions)
Upside Potential through Significant
Realizable Synergies
$250
Logistics & Procurement
Operational Efficiencies
Asset Optimization
Accessing New
Segments &
Customers
Capital
Investment
Synergies
Breakdown
($M)
2016 2017 2018 2019
Projected
Annual
Impact
60 100-110 180-200 250
Projected
Year-End
Run Rate
80 135-165 230-250 250
Projected
Annual
Impact
0-5 15-25 40-50 100
Projected
Year-End
Run Rate
5 35-50 50 100
Projected
CAPEX and
Investments
205 30 20 0
Projected Cash
Integration &
Restructuring
Costs
70 35 35 20
9
$1.5 billion +
FY 2016 Forecast
$810 – $840 million
Chlor Alkali Mid-Cycle
EDC Price Recovery
Continued Epoxy Improvement
Synergies
Adjusted EBITDA Potential: Mid-Cycle
10
Working
Capital4
Adjusted
EBITDA1
Free Cash
Flow
After
Dividend
Cash
Tax
Refund2
Capital
Spending
and
Investments3
Free
Cash Flow
$825
$25
($455)
($29)
($190)
$351
($132)
$219
1: Mid-point of Olin’s estimated Adjusted EBITDA range of $810 to $840 million for full year 2016
2: Estimated using the mid-point of the cash tax rate of 25% to 30% and the benefits from the 2015 NOL carryforward and tax refunds
3: Represents the mid-point of management’s annual capital spending estimate range of $270 to $290 million which includes $30 million of synergy capital and $175 million of investments for additional
low cost electricity. The investments improve the manufacturing flexibility at the Freeport, TX and Plaquemine, LA facilities, reduce overall electricity costs and accelerate the realization of cost synergies
available from the Acquired Business
4: Net working capital reduction includes a program to accelerate the collection of receivables
5: One-time items include integration expenses and cash restructuring charges of $80 million, partially offset by insurance recovery ($11 million) and railcar sale/leaseback ($40 million)
6: Calculated based on Olin’s capital structure, mandatory debt repayments and assuming current interest rates
7: Calculated based on 165 million shares outstanding and an annual dividend rate of $0.80 per share
2016 Cash Flow Forecast
One-time
Items 5
Dividend 7
Interest 6
($ in millions)
$175
11
Appendix
12
Non-GAAP Financial Measures – Adjusted EBITDA (a)
(a) Unaudited.
(b) Restructuring charges for the three months ended September 30, 2016 and June 30, 2016 and for the nine months ended September 30, 2016 were primarily associated with
the closure of 433,000 tons of chlor alkali capacity across three separate Olin locations, of which $76.6 million was non-cash impairment charges for equipment and facilities for
the nine months ended September 30, 2016.
(c) Acquisition-related costs for the three months ended September 30, 2016 and June 30, 2016 and for the nine months ended September 30, 2016 were associated with our
acquisition of the Acquired Business.
(d) Certain non-recurring items for the nine months ended September 30, 2016 included an $11.0 million insurance recovery for property damage and business interruption
related to a 2008 Henderson, NV chlor alkali facility incident.
13
Olin's definition of Adjusted EBITDA (Earnings before interest, taxes, depreciation, and amortization) is net income (loss) plus an add-back for depreciation and amortization,
interest expense (income), income tax expense (benefit), other expense (income), restructuring charges, acquisition-related costs and certain other non-recurring items. Adjusted
EBITDA is a non-GAAP financial measure. Management believes that this measure is meaningful to investors as a supplemental financial measure to assess the financial
performance of our assets without regard to financing methods, capital structures, taxes, or historical cost basis. The use of non-GAAP financial measures is not intended to
replace any measures of performance determined in accordance with GAAP and Adjusted EBITDA presented may not be comparable to similarly titled measures of other
companies. Reconciliation of forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measures are omitted from this release because Olin
is unable to provide such reconciliations without the use of unreasonable efforts. This inability results from the inherent difficulty in forecasting generally and quantifying certain
projected amounts that are necessary for such reconciliations. In particular, sufficient information is not available to calculate certain adjustments required for such
reconciliations, including interest expense (income), income tax expense (benefit), other expense (income), restructuring charges, and acquisition-related costs. Because of our
inability to calculate such adjustments, forward-looking net income guidance is also omitted from this release. We expect these adjustments to have a potentially significant
impact on our future GAAP financial results.
Nine Months
Ended
September 30, June 30, September 30,
(In millions) 2016 2016 2016
Reconciliation of Net Income (Loss) to Adjusted EBITDA:
Net Income (Loss) 17.5$ (1.0)$ (21.4)$
Add Back:
Interest Expense 47.5 47.6 143.6
Interest Income (0.5) (0.5) (1.3)
Income Tax Provision (Benefit) 3.8 (22.6) (36.3)
De eciation and Amortization 135.3 132.4 397.4
EBITDA 203.6 155.9 482.0
A d B ck:
Restructuring Charges (b) 5.2 8.2 106.2
Acquisition-related Costs (c) 13.1 16.3 39.6
Certain Non-recurring Items (d) - - (11.0)
Adjusted EBITDA 221.9$ 180.4$ 616.8$
Three Months Ended
Non-GAAP Financial Measures – Net Income
(loss) from Operations per share (a)
(a) Unaudited.
(b) Restructuring charges for the three months ended September 30, 2016 and June 30, 2016 and for the nine months ended September 30, 2016 were primarily associated with
the closure of 433,000 tons of chlor alkali capacity across three separate Olin locations, of which $76.6 million was non-cash impairment charges for equipment and facilities for
the nine months ended September 30, 2016.
(c) Acquisition-related costs for the three months ended September 30, 2016 and June 30, 2016 and for the nine months ended September 30, 2016 were associated with our
acquisition of the Acquired Business.
(d) Certain non-recurring items for the nine months ended September 30, 2016 included an $11.0 million insurance recovery for property damage and business interruption
related to a 2008 Henderson, NV chlor alkali facility incident.
(e) Step-up depreciation and amortization for the three months ended September 30, 2016 and June 30, 2016 and for the nine months ended September 30, 2016 was associated
with the increase to fair value of property, plant and equipment, acquired intangible assets and long-term supply contracts at the acquisition date related to the purchase
accounting of the Acquired Business.
(f) The effective tax rate on the pretax adjustments from net income (loss) per share to adjusted net income from operations per share is approximately 37% for the three months
ended September 30, 2016 and June 30, 2016 and for the nine months ended September 30, 2016.
14
Olin's definition of adjusted net income (loss) from operations per share is net income (loss) per share plus a per dilutive share add-back for step-up depreciation and amortization
recorded in conjunction with the Acquired Business, restructuring charges, acquisition-related costs, certain other non-recurring items and the tax impact of the aforementioned
adjustments. Adjusted net income (loss) from operations per share is a non-GAAP financial measure excluding certain items that we do not consider part of ongoing operations.
Management believes that this supplemental financial measure is meaningful to investors as a financial performance metric which is useful to investors for comparative purposes.
The use of non-GAAP financial measures is not intended to replace any measures of performance determined in accordance with GAAP and adjusted net income (loss) from
operations per share presented may not be comparable to similarly titled measures of other companies.
Nine Months
Ended
September 30, June 30, September 30,
2016 2016 2016
Reconciliation of Net Income (Loss) Per Share to Adjusted Net Income from Operations Per Share:
Net Income (Loss) Per Share 0.11$ (0.01)$ (0.13)$
Add Back:
Re t ucturing Charges (b) 0.03 0.05 0.64
A q is tion-related Costs (c) 0.08 0.10 0.24
Certain Non-recurring Items (d) - - (0.07)
Step-Up Depreciation and Amortization (e) 0.24 0.26 0.73
Income Tax Impact (f) (0.13) (0.16) (0.58)
Adjusted Net Income from Operations Per Share 0.33$ 0.24$ 0.83$
Three Months Ended
Non-GAAP Financial Measures by Segment
15
(In millions)
Income (loss)
before Taxes
Depreciation and
Amortization
Adjusted
EBITDA
Chlor Alkali Products and Vinyls 53.7$ 106.3$ 160.0$
Epoxy 10.3 22.6 32.9
Winchester 36.0 4.7 40.7
(In millions)
Income (loss)
before Taxes
Depreciation and
Amortization
Adjusted
EBITDA
Chlor Alkali Products and Vinyls 30.7$ 103.4$ 134.1$
Epoxy - 23.0 23.0
Winchester 31.2 4.5 35.7
Three Months Ended June 30, 2016
Three Months Ended September 30, 2016
3Q16 versus
3Q15 2Q16
Chlorine
Caustic Soda
EDC N/A
Bleach
HCI
Chlorinated
Organics
N/A
Chlor Alkali Products and Vinyls
Pricing and Volume Comparisons
3Q16 versus
3Q15 2Q16
Chlorine
Caustic Soda N/A
EDC N/A
Bleach
HCI
Chlorinated
Organics
N/A
Volume Comparison Pricing Comparison
16
Product Price Change EBITDA Impact
Chlorine $10/ton $10 million
Caustic $10/ton $30 million
EDC $.01/pound $20 million
Annual EBITDA Sensitivity
17
Olin Caustic Soda Price Realization
• A $10 per ton change in Olin’s caustic soda selling price changes annual Adjusted EBITDA by
approximately $30 million
Fundamental Principle
Domestic Sales
• A significant portion of domestic sales are linked to index prices
• Index price changes typically occur 30 to 90 days post our price nomination
• Depending on market conditions 30% to 70% of index price changes are realized
• Overall price realization lags index price changes by 30 to 120 days
Export Sales
• Sold on a combination of negotiated sales and export index price
• Changes in export index prices are typically realized on a 30 to 90 day lag
• Realization of index price changes are typically 80% to 100%
18
0
5
10
15
20
25
0 25 50 75 100
EDC Pricing History 2000 – September 2016
EDC Spot Export Prices
C
en
ts
P
er
P
ou
n
d
Source: IHS
EDC Pricing Distribution
Percent of Time in Price Range
• A $0.01 change in Olin’s EDC sales price changes annual Adjusted EBITDA by $20 million
• Current index EDC prices are in the bottom 19% of actual prices over the past 15.75 years
19
Average = 14 cents
4%
15%
26%
31%
14%
10%
Corporate & Other
20
3Q16 2Q16
Pension Income $15.4 $12.6
Environmental Expense $(0.4) $(2.4)
Other Corporate and
Unallocated Costs
$(28.2) $(23.9)
Restructuring Charges $(5.2) $(8.2)
Acquisition-related Costs $(13.1) $(16.3)
($ in millions)
Corporate and other unallocated costs are consistent with our full year 2016 expectations that levels will be
higher than the full year 2015 due to the build out of our corporate capabilities since the acquisition
Corporate and other unallocated costs are higher in 3Q16 due to higher legal and litigation costs partially
offset by decreased management incentive compensation costs, which includes mark-to-market adjustments
on stock-based compensation
Restructuring charges are primarily related to the closure of 433,000 tons of chlor alkali capacity
Acquisition-related costs are associated with our integration of the Acquired Business
Guidance Assumptions
21
Full Year 2016
Forecast
Key Elements
Capital Spending $240 to $260
Maintenance level of capital spending of $225M to $275M
annually
Synergy Capital &
Investments
$205
Synergy projects include chlorine loading, bleach capacity and
low cost power investments
Total $445 to $465
Depreciation &
Amortization
$370 to $380
Fair Value Step up of D&A $160
Property, plant and equipment and intangible assets fair value
step up of approximately $2.5B – final valuation not yet
complete
Total $530 to $540
Book Effective Tax Rate
Not
Meaningful
Expect significant variations in the customary relationship
between tax expense and pretax income due to lower levels of
pretax income and favorable book/tax permanent differences
Cash Tax Rate
$25 Refund
(Normalized
25% to 30%)
2016 cash tax refund utilizes the benefits of NOL carry
forwards from 2015 and income tax refunds
($ in millions)
End slide
TM
22