2020 rbc capital markets global industrials conference
TRANSCRIPT
Ferro Overview2020 RBC Capital Markets Global Industrials Conference
September 15, 2020
Regulatory Statements
2
Certain statements in this presentation may constitute “forward-looking statements” within the meaning of federal securities laws. These statements are subject to a variety ofuncertainties, unknown risks, and other factors concerning the Company’s operations and business environment. Important factors that could cause actual results to differ materiallyfrom those suggested by these forward-looking statements and that could adversely affect the Company’s future financial performance include the following: Ferro’s ability tosuccessfully complete the sale of its Tile Coatings Systems Business, including obtaining the requisite regulatory approvals; demand in the industries into which Ferro sells its productsmay be unpredictable, cyclical, or heavily influenced by consumer spending; the effectiveness of the Company’s efforts to improve operating margins through sales growth, priceincreases, productivity gains, and improved purchasing techniques; currency conversion rates and economic, social, political, and regulatory conditions in the U.S. and around the world;the availability of reliable sources of energy and raw materials at a reasonable cost; challenges associated with a multi-national company such as Ferro competing lawfully with localcompetitors in certain regions of the world; Ferro’s ability to successfully implement and/or administer its optimization initiatives, including its investment and restructuring programs,and to produce the desired results; Ferro’s ability to successfully introduce new products and services or enter into new growth markets; Ferro’s ability to identify suitable acquisitioncandidates, complete acquisitions, effectively integrate the acquired businesses and achieve the expected synergies, as well as the acquisitions being accretive and Ferro achieving theexpected returns on invested capital; the impact of damage to, or the interruption, failure or compromise of the Company’s information systems due to events including but not limitedto aging information systems infrastructure, computer viruses and cyber security breaches; the implementation and operations of business information systems and processes;increasingly aggressive domestic and foreign governmental regulation of hazardous and other materials and regulations affecting health, safety and the environment; our ability toaddress safety, human health, social, product liability and environmental risks associated with our current and historical products, product life cycles and production processes;competitive factors, including intense price competition; increased, and possibly inconsistent, domestic and foreign regulations of privacy and data security; changes in U.S. and othergovernments’ trade policies; restrictive covenants in the Company’s credit facilities could affect its strategic initiatives and liquidity; Ferro’s ability to access capital markets, borrowingsor financial transactions; sale of products and materials into highly regulated industries; limited or no redundancy for certain of the Company’s manufacturing facilities and possibleinterruption of operations at those facilities; our ability to attract and retain key personnel; exposure to lawsuits, governmental investigations and proceedings relating to current andhistorical operations and products; Ferro’s ability to protect its intellectual property, including trade secrets, or to successfully resolve claims of infringement brought against it; Ferro’smulti-jurisdictional tax structure and its ability to reduce its effective tax rate, including the impact of the Company’s performance on its ability to utilize significant deferred tax assets;Ferro’s borrowing costs could be affected adversely by interest rate increases; management of Ferro’s general and administrative expenses; the impact of the Tax Cuts and Jobs Act onour business; stringent labor and employment laws and relationships with the Company’s employees; the impact of requirements to fund employee benefit costs, especially post-retirement costs; implementation of business processes and information systems, including the outsourcing of functions to third parties; risks associated with the manufacture and saleof material into industries making products for sensitive applications; risks and uncertainties associated with intangible assets; the effectiveness of strategies to increase Ferro’s returnon invested capital, internal rate of return and other return metrics, and the short-term impact that acquisitions may have on such metrics; liens on the Company’s assets by its lendersaffect its ability to dispose of property and businesses; amount and timing of any repurchase of Ferro’s common stock; and other factors affecting the Company’s business that arebeyond its control, including disasters, pandemics (such as COVID-19), accidents and governmental actions.
The risks and uncertainties identified above are not the only risks the Company faces. Additional risks and uncertainties not presently known to the Company or that it currently believes to beimmaterial also may adversely affect the Company. Should any known or unknown risks and uncertainties develop into actual events, these developments could have material adverse effects onour business, financial condition and results of operations.
This presentation contains time-sensitive information that reflects management’s best analysis only as of the date of this presentation. The Company does not undertake any obligation to publiclyupdate or revise any forward-looking statements to reflect future events information or circumstances that arise after the date of this presentation. Additional information regarding these riskscan be found in our Annual Report on Form 10-K for the year ended December 31, 2019.
Also, this presentation includes certain financial measurers that were not prepared in accordance with generally accepted accounting principles. Reconciliations of the historical non-GAAPfinancial measures to the most directly comparable GAAP financial measures can be found in the Appendices included in this presentation. This presentation includes adjusted EBITDA, adjusted EPSand adjusted cash flow conversion guidance. It is not possible, without unreasonable effort, for the Company to identify the amount or significance of future charges that would be excluded fromadjusted EBITDA, adjusted EPS and adjusted free cash flow from operations conversion or the potential for other transactions that may impact such guidance. Accordingly, the Company is unableto reconcile, without unreasonable effort, the Company's forecasted range of these adjusted non-GAAP financial measures to their most directly comparable GAAP financial measures.
Electronic Materials
Ferro’s Transformation
3
• Functional Coatings• Color Solutions
A more focused, fundamentally
stronger and higher value specialty company
2016 2017
PHASE I:FIX
PHASE II: TRANSITION
PHASE III:GROW
PHASE V:GENESIS
Simplify operations and reduce
infrastructure costs
Harvestunderperforming and non-strategic assets
Invest in higher value growth opportunities
Dynamic innovation and
optimization
CURRENT
2018
PerformanceChemicals
Ferro2012Ferro Today
DIVESTED BUSINESSES
Performance Chemicals
Electronic Materials
• Specialty Plastics• Pharmaceuticals Fine Chemicals• Polymer Additives
• Solar Pastes• Precious Metals Powders and Flakes
• Divesting Tile Coatings (closing expected H2 2020)
20192012 2013 2014 2015 2020
• Performance Coatings
• Performance Colors &Glass
• Pigments, Powders and Oxides
• Performance Chemicals
• Electronic Materials
PHASE IV: INNOVATE
Shift center of gravity to high-
margin, high-value portfolio
COMPLETED
Ferro 2013Net Sales: $1BEBITDA: 9%TEV: $0.7B
Ferro 2019Net Sales: $1.5BEBITDA: 15%TEV: $2.1B
Divestiture of the Tile Coatings BusinessStrategic Rationale
4
• Closing process is progressing as expected; expected closing in H2 2020
• Separation activities are underway
2019 Continuing Operations1
2019 Discontinued Operations1
Net Sales $1,018.4M $487.6M
Gross Profit 308.8 101.7
Gross Profit (%) 30.3% 20.9%
Net Income/ (Loss)2 $34.3 $(28.0)
EBTIDA (%) 15.6%3 9.1%4
Manufacturing footprint 34 16
Headcount ~3800 2100
1 Comparison in nominal currency2 Net Income /(Loss) attributable to Ferro Corporation common shareholders3 Note: Non-GAAP measures, Adjusted EBITDA for Continuing Operations see reconciliations in the appendix4 Note: Non-GAAP measures, EBITDA for Discontinued Operations see reconciliations in the appendix
Higher sustained margins
Less cyclical
More balanced end market and regional mix
Stronger underlying market growth
Less raw material intensive
A streamlined manufacturing footprint
A more technology led innovation driven company
Achieve a more focused high-value specialty company
Resulting in more attractive underlying financial & operational metrics
TRANSACTION UPDATE:
4
6% 6%4% 7%11%
13%10%
14%17%
24%20%
22%31%
12%
New Ferro Has a Balanced Regional and End-Market Mix…
5
BEFORE (including Tile Coatings Business)
NOW (excluding Tile Coatings Business)
11% 10%
22% 25%
48% 39%
18% 26%
LATAM
North America
APAC
EMEA
REGIONAL MIX1
• More balanced regional mix with less reliance on EMEA markets
• Within EMEA, shift towards Northern and Eastern Europe, less towards Southern Europe and MENA
END-MARKET MIX
• Less exposure to the building and construction segments – typically more cyclical and lower growth
• A generally more balanced end market mix
1%
Electronics
Appliances
2%
Construction
Auto
Industrial
Containers/PackagingHousehold FurnishingHealthcare
New Ferro: $1 Billion Company Comprised of Two Segments
6
Performance Colors & Glass (PCG) and Porcelain
Enamel (PE)(FUNCTIONAL COATINGS)
COLOR SOLUTIONS
2019 Revenue $649.1M $369.7M
2019 Adjusted Gross Profit $196.3M $117.0M
Adjusted Gross Profit (%) 30.2% 31.6%
Addressable Market ~$2 Billion ~$7 Billion
Underlying Market Growth ~2%-4% ~3%-5%
Market Characteristics
• Several distinctive niche markets with diverse applications -
• Performance driven high value applications that are critical to customers’ end products but account for small fraction of the costs
• Large and diverse pigment market – commodity and specialty
• Ferro strategically focuses on specialty segments (products and applications) with higher margins supported by performance and technical know-how
• Fragmented competitive landscape
Functional Coatings Offer Specialty Products Used in a Wide Array of Applications
7
Product examples Applications
Automotive
• Black band glass colors & coatings
• Black enamel• Conductive silver paste
• Auto glass, tempered glass, sensors
Decoration• Container glass• Dinnerware colors &
coatings
• Decal printing• Color for dinnerware• Glass decoration
Industrial
• Flat glass coatings• Structural coatings• Functional glasses &
pigments
• Architectural and specialty glass
• Dental composites, grinding wheels
• Roof tiles, sanitaryware
Electronics
• Electronic packaging materials
• Electronic component materials
• Multilayer materials
• Glass/ceramic materials in industrial electronic components
Porcelain Enamel
• High-end porcelain enamel
• Hot water tanks• Hollowware• Sanitary
Color Solutions Offers Specialty Pigments, Dispersions and Surface Finishing Materials Across a Range of Applications
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Surface Technologies
Surface Finishing Materials▪ Fine powders▪ Polishing slurries
▪ Automotive▪ Precision optics▪ Sapphire substrates▪ Blue filter glass▪ Semiconductors
Dispersions for▪ Thermoset and
Thermoplastic Applications
Pigment blends for▪ Construction
Applications (plasters, grouts & mortars)
PRODUCT APPLICATION EXAMPLES
▪ Paints & Coatings▪ Plastics▪ Building materials
Inorganic pigments▪ CICP (IR & Cool Colors)▪ Ultramarines▪ Bismuth Vanadates▪ Transparent Iron Oxides▪ Anti-Corrosives
Organic pigments▪ Azo Pigments▪ HPPs
Pigments
PRODUCT APPLICATION EXAMPLES
▪ Paints & Coatings▪ Plastics▪ Inks▪ Building materials▪ Textiles▪ Cosmetics
Dispersions & Colorants
PRODUCT APPLICATION EXAMPLES
PERFORMANCE COLORS & GLASS(FUNCTIONAL COATINGS) COLOR SOLUTIONS
Subsegment & Position Ferro Strengths Subsegment
& Position Ferro Strengths
Auto• Technology & innovation leader• Relationship with large, global customers• Global capacity with local presence
SpecialtyPigments
• Technology & innovation leadership• Superior quality, consistency and purity • Broad, high-quality pigment portfolio• Global manufacturing & local tech service
Decoration• Product & technology leader • Wide product range• Leading portfolio of unleaded & organic colors
Dispersions & Colorants
• Customized solutions & products • Unique color palettes • High quality products & services• Ready-to-use with tailor-made packaging
Industrial• Superior technical capabilities & innovation• Broad range of applications • Digital printing
Surface Technology
• Leader in precision polishes for auto aftermarket and plastic lens applications
• Product development with key customers• Products with superior quality & functionality • Formulation and tech service expertise
Electronics• Leader in select high-value products• Technical capability• Customer co-development
Porcelain Enamel
• Superior quality & innovation capabilities• Wide product range serving leading
customers• Low cost global production capability
Established Leadership Positions Supported by Technology, Innovation, Global Presence and a Customer-Centric Model
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Overview of Business Segment Strategies
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PERFORMANCE COLORS & GLASS
(FUNCTIONAL COATINGS)
Broaden Scope
(products and applications)
Strengthen Leadership
Position
(Market Plus1-2% growth)
Continue to invest behind what we have- Organic colors & inks- Digital printing- Functional products
Expand into new platforms
COLOR SOLUTIONS
Organic Growth- Continued innovation- Commercial initiatives- Integration of recent acquisitions
Invest behind favorable market trends - Smart, green, energy efficiency
Margin initiatives- Right sizing production and rationalize
footprint (lower cost base)- Raw materials- Efficiency improvements
Select bolt-on acquisitions
Strengthen and broaden existing product portfolio- CICP, Ultramarine, BiVa, Organic, etc.
Innovation to support superior productperformance and customer ease of use in high margin segments, e.g. - Infra-red reflective- Food contact- Anti-corrosion
Focus on attractive application markets, e.g. - Coatings- Plastics- Inks
Dispersions and Colorants – complement and extend pigment portfolio - Focus on applications where Ferro adds
significant value to customers in pigment dispersing
Invest behind existing leadership positions - Auto and Plastic Lens polishing
Grow CMP – expand electronics position
Specialty Pigment
Leadership
Solutions Offerings
Surface Technologies
ONE TIME AND ON-GOING OPTIMIZATION TO DRIVE
EFFICIENCY AND INCREASE RETURN ON CAPITAL
EMPLOYED
• Asset footprint optimization / utilization and other cost reduction opportunities post sale of Tile Coatings
• Ongoing cost reduction / productivity improvement initiatives
3 STRATEGIC PILLARS: SPECIALTIES GROWTH, INNOVATION AND OPTIMIZATION
Phase V of Ferro Transformation Strategy
11
INNOVATION ALIGNED TO TRENDS AND CUSTOMER
NEEDS
• New technology platforms• R&D and product
development – sustain a strong product vitality index
• Shift from product-centered to a more solution-driven model
GROWTH FROM A STRONGER SPECIALTY-ORIENTED
BUSINESS BASE
• Scope expansion – leverage macro trends / market tailwinds
• New applications / Product renewal – build on advantaged technology positions and new technology platforms
• An actively managed M&A pipeline
OptimizationSpecialties Growth Innovation
~60% of sales growth
~40% of sales growth
Specialties Growth: Drive Balanced Organic and Acquisitive Growth
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Technology-Led
Organic Growth
Acquisitive Growth
Scope expansion - Broaden scope within existing base leveraging existing or new technologies (e.g. organic, digital, other functional products)
New applications - Continued innovation and R&D focused on high-growth market segments (e.g. EV / AV, 5G, ‘Green’)
Product renewal - Continued customer collaboration for Next Gen products (e.g. EPM & MLM for sensors)
Bolt-on acquisitions – fill gaps in technology, capability and/or applications that complement or expand current product portfolio
Transformational acquisitions – significantly scale the business to the next level, or expand into new platforms
Inactive270 Active
21
Developing37
Watch138
Hold35
Unknown132
Less than $50m180 $50m - $100m
81
$100m - $300m66
Greater than $300m42
Specialties Growth:Robust Pipeline of Acquisition Targets
13
CURRENT OPPORTUNITIES
Significantly broaden individual businesses, markets or regions
• 15% run-rate ROIC
• Cash flow & earnings accretive in the short-term
• Asset-light
• Attractive value creation
• Easily Integrated
• Complementary or adjacent to existing product / technology portfolio
• Further strengthen market position• New coating products for similar substrates• Focus on high-margin niche or heavy customer touch areas
• Fill in product gaps at high end: new pigments / high performance chemicals
• Maintain backward integration to other coatings businesses
ACQUISITIVE GROWTH OPTIONS
Acquisition criteria
M&A priorities by BU
Functional Coatings
Color Solutions
Significantly scale the company
• Scalable
BY REVENUE
BY STATUS
Fill in gaps in offer, technology, capabilities and/or applications
Scaled$100-$300M sales
Transformational$300M+ sales
Bolt-on<$100 sales
Digital Printing
Innovation: Leveraging Favorable Macro Trends To Grow Through Product Development
14
Next Gen LED LightSmart Cars Digital IOT / 5G
• Digital inks and printer on various substrates
• Pigments and colorants for digital applications
• Broader offering in a familiar end market (e.g. sensors, other electronics components)
• Lidar functional pigments
• Superior materials for LTCC products for antennae fitting to 5G applications
• Glass & ceramic materials with superior heat conduction & insulation properties
Environmental
• More organic colors & inks• Next Gen inorganic “green”
chemistries
Energy Efficiency
• Materials for weight reduction• IR reflective
Healthcare
• Advanced glass materials for medical applications
• Coating materials for medical devices
AREAS OF OPPORTUNITY FOR FERRO
THREE OPTIMIZATION LEVERS
Optimization:Drive Cost Reduction and Margin Improvement
15
FOOTPRINT SOURCING AND RAW MATERIAL
LOGISTICS AND SUPPLY CHAIN
NORTH AMERICA OPTIMIZATION
• Completing a major North America footprint optimization program in Q1 2020
GLOBAL OPTIMIZATION
• Initiating footprint optimization in North Europe
• Consolidate production of basic materials in lower cost regions – finishing close to the customer
• Continuous effort of reformulation to optimize raw material costs
• Strategically streamlining / optimizing raw material procurement process and supplier base
• Logistic optimization aligned to optimized footprint network
• Working capital reduction
Appendix
16
Supplemental Reconciliations
17
Reconciliation of 2019 Reported to Adjusted Financials
Ferro Corporation and SubsidiariesReconciliation of Reported to Adjusted FinancialsFor the Twelve Months Ended December 31 2019 and 2018 (Unaudited)
Total SG&A Operating Income(Dollars in millions) PCG CS Ferro Total PCG CS Other Ferro Total Ferro Total Ferro Total
As Reported (GAAP) 648.7$ 369.7$ 1,018.4$ 193.5$ 114.9$ 0.4$ 308.8$ 212.5$ 96.3$ Adjustments:Acquisition related costs2 0.8 0.0 0.9 (3.5) 4.4 Costs related to optimization projects 3.0 2.0 1.4 6.3 (7.2) 13.6 Costs related to divested businesses and assets - (3.0) 3.0 Total Adjustments - - - 3.8 2.0 1.4 7.2 (13.7) 20.9 Constant Currency FX Impact1
As Adjusted from Continuing Operations (Non-GAAP) $ 648.7 $ 369.7 $ 1,018.4 $ 197.3 $ 117.0 $ 1.8 $ 316.0 $ 198.8 $ 117.2
As Reported (GAAP) 691.2$ 391.0$ 1,082.2$ 212.4$ 124.9$ 2.5$ 339.7$ 219.9$ 119.8$ Adjustments:Acquisition related costs3 1.1 2.2 0.3 3.6 (10.3) 13.9 Costs related to optimization projects 1.9 0.9 2.8 (7.5) 10.3 Costs related to divested businesses and assets - (0.7) 0.7 Total Adjustments - - - 1.1 4.2 1.2 6.4 (18.4) 24.8 Constant Currency FX Impact1 (19.3) (9.8) (29.2) (7.3) (2.6) 1.1 (8.9) (4.6) (4.2) As Adjusted from Continuing Operations (Non-GAAP) $ 671.9 $ 381.2 $ 1,053.0 $ 206.1 $ 126.4 $ 4.8 $ 337.3 $ 196.9 $ 140.4
YTD 2018
YTD 2019
Net Sales Gross Profit
1. Reflects the remeasurement of 2018 reported and adjusted local currency results using 2019 exchange rates, resulting in a constant currency comparative figures to 2019 reported and adjusted results.
It should be noted that adjusted net sales, adjusted gross profit, adjsuted SG&A expenses, and adjusted operating profit are financial measures not required by, or presented in accordance with, accounting principles generally accepted in the United States (U.S. GAAP). These Non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, the financial measures prepared in accordance with U.S. GAAP and a reconcil iation of these financial measures to the most comparable U.S. GAAP financial measures are presented within this table. We believe this data provides investors with additional useful information on the underlying operations and trends of the business and enables period-to-period comparabil ity of financial performance.
2.The adjustments to “Cost of Sales” primarily include the amortization of purchase accounting adjustments related to our recent acquisitions and environmental costs related to our recent acquisitions. The adjustments to “Sell ing general and administrative expenses” primarily include legal, professional and other expenses related to acquisition costs.
3. The adjustments to “Cost of Sales” primarily include environmental costs related to our recent acquisitions. The adjustments to “Sell ing general and administrative expenses” primarily include legal, professional and other expenses related to acquisition costs.
Reconciliation of Q4 and Full Year Adjusted EBITDA
18
Ferro Corporation and SubsidiariesReconciliation of Net income attributable to Ferro Corporation from Continuing Operations, net of income tax to Adjusted EBITDA For the Three Months and the Twelve Months Ended December 31 2019 and 2018 (Unaudited)
(Dollars in millions) Q4 2019 Q4 2018 YTD 2019 YTD 2018
Net income attributable to Ferro Corporation from Continuing Operations, net of income tax (2.2)$ 11.4$ 34.3$ 56.1$ Net income attributable to noncontrolling interests 0.5 0.4 1.4 0.9 Restructuring and impairment charges 3.1 2.3 11.0 7.1 Other expense, net 15.1 16.4 17.6 18.0 Interest expense 5.0 5.2 24.3 23.7 Income tax expense (0.9) (11.2) 8.1 14.1 Depreciation and amortization 11.4 11.1 45.2 43.6 Less: interest amortization expense and other (1.0) (0.9) (3.8) (3.6) Cost of sales Non-GAAP adjustments1 0.9 3.7 7.2 6.3 SG&A Non-GAAP adjustments1 5.3 4.0 13.7 18.4 Adjusted EBITDA (Non-GAAP) 37.4$ 42.4$ 158.9 184.6
1. The Non-GAAP adjustments to cost of sales and SG&A are described in the "Reconcil iation of Q4 Reported to Adjusted Financials" and "Reconcil iation of YTD Reported to Adjusted Financials" appendices.
It should be noted that adjusted EBITDA is a financial measure not required by, or presented in accordance with, accounting principles generally accepted in the United States (U.S. GAAP). This Non-GAAP financial measure should be considered as a supplement to, and not as a substitute for, the financial measures prepared in accordance with U.S. GAAP and a reconcil iation of this financial measure to the most comparable U.S. GAAP financial measure is presented. We believe this data provides investors with additional useful information on the underlying operations and trends of the business and enables period-to-period comparabil ity of financial performance.
Reconciliation of Adjusted Diluted Earnings Per Share
19
Ferro Corporation and SubsidiariesReconciliation of Reported Income from Continuiing Operations to Adjusted Diluted Earnings per Share from Continuing OperationsFor Quarterly Periods in 2019 and 2018
Q4 2019 FY 2019 Q4 2018 FY 2018
Diluted earnings per share from continuing operations (GAAP)
(0.03)$ 0.41$ 0.14$ 0.66$
Adjustments: Restructuring 0.04 0.13 0.03 0.08 Other1 0.24 0.43 0.30 0.54 Tax2 (0.08) (0.14) (0.14) (0.15) Adjustments3 0.20 0.42 0.19 0.48 Adjusted diluted earnings per share fromcontinuing operations (Non-GAAP)
0.17$ 0.83$ 0.33$ 1.14$
1. For 2019 and 2018, the description of adjustments for cost of sales and SG&A are detailed in the "Reconciliation of Q4 Reported to Adjusted Financials" and "Reconciliation of YTD Reported to Adjusted Financials" appendices. In 2019, the adjustments to "Other expense, net" relate to purchase price adjustments related to an acquisition that is beyond the measurement period. For 2018, the adjustments to "Other expense, net" relate to earn out adjustments related to an acquisition that are beyond the measurement period and a gain recognized on increasing our ownership interest in FMU.
2. Income tax expense reflects the reported expense, adjusted for adjustments being tax effected at the respective statutory rate where the item originated.
3. Due to rounding, total earnings per share related to adjustments does not always add to the total adjusted earnings per share.
It should be noted that adjusted diluted earnings per share items is a financial measure not required by, or presented in accordance with, accounting principles generally accepted in the United States (U.S. GAAP). This Non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, the financial measure prepared in accordance with U.S. GAAP, and a reconciliation of this financial measure to the most comparable U.S. GAAP financial measure is presented. We believe this data provides investors with additional useful information on the underlying operations and trends of the business and enables period-to-period comparability of financial performance.