hxn2007q1confcallfinal
TRANSCRIPT
First Quarter 2007 Earnings Conference Call
May 14, 2007
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Certain information in this presentation may be considered forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995. This information is based on the Company's current expectations and actual results could vary materially depending on risks and uncertainties that may affect the Company's operations, markets, services, prices and other factors as discussed in filings with the Securities and Exchange Commission. These risks and uncertainties include, but are not limited to, industry and economic conditions, competitive, legal, governmental and technological factors. There is no assurance that the Company's expectations will be realized. The Company assumes no obligation to update any forward-looking information contained in this presentation should circumstances change, except as otherwise required by securities and other applicable laws.
This presentation contains non-GAAP financial measu res. A reconciliation to the nearest U.S. GAAP financial measures is included at the end of the presentation.
Forward-Looking Statements
Overview of First Quarter Results
Craig O. MorrisonChairman, President & Chief Executive Officer
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First Quarter 2007 Highlights
Hexion delivered a strong performance in Q107
� Revenues increased 17% over prior year. Revenues increased 10%, net of acquisitions, compared to prior year
� Q107 operating income of $104 million compared to $110 million in prior year quarter. Last year’s earnings, however, included a gain of $37 million on the sale of non-core assets, net of which operating income was up 42 percent
� Segment EBITDA(1) reached $170 million, a 29% increase compared to prior year
Hexion’s global diversification and technical service model has allowed it to offset the downturn in North American housing and automotive markets
Flattening raw material prices have allowed the pricing, synergies and productivity initiatives to flow to the bottom line
Hexion remains on track to achieve $175 million in targeted synergies
The Orica integration further diversified Hexion within the Asia Pacific Forest Products region and is proceeding smoothly
Hexion’s Q107 results delivered a pro forma adjusted EBITDA of $679 million and an interest coverage ratio of 2.34
Hexion Continues to Execute its Strategic and Operational Plan(1) Segment EBITDA and Adjusted EBITDA are non-GAAP financial measures. The closest GAAP financial measure is Net Income (Loss). A table that reconciles these two measures is at the end of
this presentation. Management believes that Adjusted EBITDA is meaningful to investors because maintaining a minimum ratio of Adjusted EBITDA to Fixed Charges is a covenant that is contained in Hexion’s loan agreements. Last Twelve Month (LTM) Adjusted EBITDA includes $94 million of in-process Hexion synergies and $23 million of acquisition adjustments.
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Quarterly Results Driven by Diversified Portfolio and Global Customer Base
nm435Net income
170
104
$1,438
2007
(5%)110Operating Income
↑↑↑↑ 29%
↑↑↑↑ 17%
∆∆∆∆
132
$1,233
2006
Segment EBITDA (1)
Revenue
($ in millions)
Hexion Results Quarter Ended March 31
(1) Segment EBITDA excludes in-process synergies and the pro forma effect of acquisitions.
Q106 includes $37 million gain on the sale of non-core assets
Q106 includes $31 million gain on an after-tax basis on sale of non-core assets
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Strong Revenue Growth in Q107
16%
10%
11%
32%
Net Sales
Performance Products
Coatings& Inks
Forest & Formaldehyde
Products
Epoxy & Phenolic
Resins
1Q07 vs. 1Q06
Continued AcrossContinued Across--thethe--Board Segment Revenue GrowthBoard Segment Revenue Growth
Summary:
� An emphasis on price initiatives drove strong revenue growth across all segments
� Robust volumes in specialty product lines drove positive mix
� Coatings and Inks results largely driven by Akzo and Rhodiaacquisitions
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26%
32%
13%
Segment EBITDA Trends Positive in Q107
Segment EBITDA
1Q07 vs. 1Q06
25%
FFP
C & I
PP
EPRD
Summary:
� Strong Segment EBITDA improvement across all areas of portfolio.
� EPRD driven by a robust epoxy market and disciplined pricing strategies
� FFP offset the N. American housing downturn through global diversification and flattening raw material prices
� SG&A expenses as percentage of sales improved to 6.95% in Q107 compared to 7.62% in Q106
� EBITDA margin improvement of 100 basis points driven by ongoing pricing and synergies(1) Segment EBITDA excludes in-process synergies and the pro forma effect of acquisitions.
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1.0
1.1
1.2
1.3
1.4
Volatile Raw Material Environment in Q107
Hexion Composite Raw Material IndexHexion Composite Raw Material Index
Source: CMAI data.20072006
Q1Q4Q3Q2Q1
A flattening of the raw material index allowed for pricing, synergy and productivity initiatives to fall to the bottom line.Total Hexion composite raw material index increased 24% year-over-year Q107 average prices compared to Q106: phenol ↑↑↑↑ 17%, methanol ↑↑↑↑ 56%, and urea ↑↑↑↑ 35%Contractual lead-lag: $1 million positive impact in Q107Ongoing focus on pricing actions to compensate for the rapid rise in raw materialsAnticipate favorable trends over balance of 2007, but prices remain volatile
Certain Key Raws Currently Remain at or near Historical Highs
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On Track to Achieve $175 Million in Synergies
Sourcing M anufacturing SG&A
$155
$20
As of FY05
$105
$70
As ofFY06
As ofQ107
$94Unrealized Synergies
$81Achieved Synergies
Achieved($ millions)
$70
Hexion Continues to Achieve Targeted Synergies
Summary:
� Achieved $11 million in targeted synergies in Q107
� Anticipate achieving $125 million in synergies by year-end 2007
� Synergy achievement remains an ongoing focus of senior management team
FY ’06A FY ’07Est.
$125
SourcingManufacturingSG&A
Targeted Synergy Focus Areas
$75 mm
$67 mm
$33 mm
Financial Review
William CarterExecutive Vice President & Chief Financial Officer
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Epoxy and Phenolic Resins Segment Highlights
$73
$526
2006
↑↑↑↑ 32%$96 Segment EBITDA
↑↑↑↑ 11%
∆∆∆∆
$582
2007
Revenue
($ in millions)
Quarter Ended March 31
Q107 Sales Comparison YOY
11%--6%6%(1%)
TotalAcquisitions/Divestitures
CurrencyTranslation
Price/MixVolume
Some relief in phenol pricing sequentially from Q406 and solid demand in Q107 from certain product lines helped improve segment margins
Continued strength in European and Specialty Epoxy businesses
Strong performance in versatic acid and derivatives
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Formaldehyde and Forest Product Resins Segment Highlights
$34
$356
2006
↑↑↑↑ 26%$43 Segment EBITDA
↑↑↑↑ 16%
∆∆∆∆
$413
2007
Revenue
($ in millions)
Segment results driven by our ability to pass through higher phenol and methanol costs, strong international volumes and cost control initiatives
Orica and Wright Chemical added $3.4 million in Q107 Segment EBITDA
Quarter Ended March 31
Q107 Sales Comparison YOY
16%5%1%19%(9%)
TotalAcquisitions/Divestitures
CurrencyTranslation
Price/MixVolume
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Coatings and Inks Segment Highlights
$20
$260
2006
↑↑↑↑ 25% $25 Segment EBITDA
↑↑↑↑ 32%
∆∆∆∆
$343
2007
Revenue
($ in millions)
Stronger pricing partially offset by N. American housing market adversely impacting coating volumes
Additional progress in site rationalization efforts in Hamburg (Germany), Mölndal (Sweden) and Lynwood, California
Site rationalizations underscore move for Hexion to bolster waterborne and powder coating systems versus solvent-borne technologies
Quarter Ended March 31
Q107 Sales Comparison YOY
32%26%5%6%(5%)
TotalAcquisitions/Divestitures
CurrencyTranslation
Price/MixVolume
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Performance Products Segment Highlights
$ 16
$91
2006
↑↑↑↑ 13%$18 Segment EBITDA
↑↑↑↑ 10%
∆∆∆∆
$100
2007
Revenue
($ in millions)
Oilfield products continued to deliver strong volume and pricing performance
Segment volume decline driven primarily by foundry products reflecting theN. American auto slowdown
Quarter Ended March 31
Q107 Sales Comparison YOY
10%--1%10%(1%)
TotalAcquisitions/Divestitures
CurrencyTranslation
Price/MixVolume
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Balance Sheet Update
Net Debt Outstanding as of Q107 Totals $3.4 Billion Net Debt Outstanding as of Q107 Totals $3.4 Billion
Q107 cash flow impacted by:
�Acquisition of Orica Adhesives & Resins business(Accounted for $63 million of $110 million increase in borrowings)
�Working capital investments in business growth, including global wind energy markets
Maintaining capital expenditure targets of $120 million in 2007
Cash plus borrowing availability of $187 million at March 31, 2007
Summary
Craig O. Morrison
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Summary
Strong quarterly revenue and Segment EBITDA performance compared to prior year period from Hexion’s diversified portfolio and demand from international markets
Continued focus on pricing actions to recapture the escalating raw material trend
Progress toward completing $175 million in synergies continues as planned
Hexion continues to focus on expanding its international footprint
� Orica integration is proceeding smoothly following February 1st transaction completion
Hexion’s Q107 results delivered a pro forma adjusted EBITDA of $679 million and an interest coverage ratio of 2.34
Hexion Continues to Execute its Strategic and Operational Plan
Appendix
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Epoxy and Phenolic Resins 96 73
Formaldehyde and Forest Product Resins 43 34
Coatings and Inks 25 20
Performance Products 18 16
Corporate and Other (12) (11)
Total 170 132
Reconciliation:
Items not included in Segment EBITDA
Transaction costs (3)
Integration costs (9) (10)
Non-cash charges (6) (7)
Unusual items:
Gain on sale of business 37
Purchase accounting effects/inventory step-up (1)
Business realignments (6)
Other (1) (2)
Total unusual items (7) 34
Total adjustments (22) 14
Interest expense, net (76) (54)
Income tax benefit (expense) (21) (19)
Depreciation and amortization (47) (38)
Net income (loss) 4 35
Reconciliation of Non-GAAP Financial Measures
Three months ended March 31
2007 2006
$
$ $
$
Segment EBITDA
20
Reconciliation of Net Loss to Adj. EBITDA
Net loss (109) (140)
Income taxes 14 16
Interest expense, net 242 264
Loss from extinguishment of debt 121 121
Depreciation and amortization expense 171 180
EBITDA 439 441
Adjustments to EBIT DA
Acquisitions EBITDA (1) 35 23
Transaction costs (2) 20 17
Integration costs (3) 57 56
Non-cash charges (4) 22 21
Unusual items:
Gain on divestiture of business (39) (2)
Purchase accounting effects/inventory step-up 3 2
Discontinued operations 14 14
Business realignments (2) 4
Other (5) 10 9
Total unusual items (14) 27
In process Synergies (6) 105 94
Adjusted EBITDA (7) 664 679
Fixed Charges (8) 290 290
Ratio of Adj. EBITDA to Fixed Charges 2.29 2.34
Year ended Dec. 312006
$ $
Fixed Charge Covenant Calculations
LTM Period
$ $
21
Fixed Charge Covenant Calculations cont.
Footnotes
(1) Represents incremental EBITDA from the Orica adhesives & resins (A&R) acquisition as if it had taken place at the beginning of the period.
(2) Represents the write-off of deferred accounting, legal and printing costs from the Company’s proposed IPO, as well as costs associated with terminated acquisition activities.
(3) Represents redundancy and plant rationalization costs and incremental administrative costs from integration programs. Also includes costs to implement a single, company-wide management information and accounting system.
(4) Includes non-cash charges for impairments of fixed assets, stock-based compensation, and unrealized foreign exchange and derivative losses.
(5) Includes the impact of the announced exit from the European solvent coating resins business, one-time benefit plan costs and management fees.
(6) Represents estimated net unrealized synergy savings resulting from the Hexion formation.
(7) We are required to have an Adjusted EBITDA to Fixed Charges ratio of greater than 2.0 to 1.0 to incur additional indebtedness under our indenture for the Second Priority Senior Secured Notes. As of March 31, 2007, we were able to satisfy this covenant and incur additional indebtedness under this indenture.
(8) The fixed charges reflect pro forma interest expense as if the Orica A&R Acquisition and the amendment of our May 2006 senior secured credit facilities, which occurred on January 31, 2007 and November 3, 2006, respectively, had taken place at the beginning of the period.
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Debt Outstanding at March 31, 2007
6256259.75% Second-priority senior secured notes due 2014
200200Floating rate second-priority senior secured notes due 2014
3,494
114
11
34
78
247
115
1,990
80
3/31/2007
3,392Total debt
64Other
11Capital Leases
34Industrial Revenue Bonds due 2009
Other Borrowings:
78Sinking fund debentures: 8.375% due 2016
2477.875% debentures 2023
1159.2% debentures due 2021
Debentures:
1,995Floating rate term loans due 2013
Credit Agreements:
Senior Secured Notes:
23Revolving Credit Facilities
12/31/2006
($ in millions)
$ $
$ $