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Koppers Holdings Inc UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 Commission file number 1-32737 KOPPERS HOLDINGS INC. (Exact name of registrant as specified in its charter) Pennsylvania 20-1878963 (State of incorporation) (IRS Employer Identification No.) 436 Seventh Avenue Pittsburgh, Pennsylvania 15219 (Address of principal executive offices) (412) 227-2001 (Registrant’s telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.: Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Securities registered pursuant to Section 12(b) of the Act. Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock KOP The New York Stock Exchange Common Stock, par value $0.01 per share, outstanding at October 31, 2019 amounted to 20,698,315 shares. PART I—FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS KOPPERS HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (Dollars in millions, except per share amounts) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Net sales $ 474.9 $ 442.7 $ 1,379.6 $ 1,284.8 Cost of sales 382.3 359.7 1,111.7 1,023.9 Depreciation and amortization 14.3 13.0 42.3 38.5 Impairment and restructuring charges 1.1 0.9 5.2 3.8 Selling, general and administrative expenses 37.6 37.9 113.9 121.8 Operating profit 39.6 31.2 106.5 96.8 Other income (loss), net 0.0 (0.6) 0.5 (1.1) Interest expense 15.5 15.1 48.2 40.1 Income before income taxes 24.1 15.5 58.8 55.6 Income tax provision 3.6 8.6 11.5 24.4 Income from continuing operations 20.5 6.9 47.3 31.2 (Loss) income from discontinued operations, net of tax expense of $0.0, $0.0, $0.0, and $( 0.3) (0.1) 0.0 (0.1) 0.4 Net income 20.4 6.9 47.2 31.6 Net income (loss) attributable to noncontrolling interests 0.6 (0.7) 1.2 5.6 Net income attributable to Koppers $ 19.8 $ 7.6 $ 46.0 $ 26.0 Earnings per common share attributable to Koppers common shareholders: Basic - Continuing operations $ 0.96 $ 0.36 $ 2.23 $ 1.22 Discontinued operations 0.00 0.00 0.00 0.02 Earnings per basic common share $ 0.96 $ 0.36 $ 2.23 $ 1.24 Diluted - Continuing operations $ 0.94 $ 0.35 $ 2.20 $ 1.17 Discontinued operations 0.00 0.00 0.00 0.02 Earnings per diluted common share $ 0.94 $ 0.35 $ 2.20 $ 1.19 Comprehensive income (loss) $ 5.5 $ (2.0) $ 35.9 $ (6.5) Comprehensive income (loss) attributable to noncontrolling interests 0.2 (1.1) 0.8 4.7 Comprehensive income (loss) attributable to Koppers $ 5.3 $ (0.9) $ 35.1 $ (11.2) Weighted average shares outstanding (in thousands): Basic 20,684 20,946 20,641 20,992 Diluted 21,030 21,700 20,908 21,892 The accompanying notes are an integral part of these condensed consolidated financial statements. 2 KOPPERS HOLDINGS INC. CONDENSED CONSOLIDATED BALANCE SHEET September 30, December 31, 2019 2018 (Dollars in millions, except per share amounts) (Unaudited) Assets Cash and cash equivalents $ 40.7 $ 40.6 Accounts receivable, net of allowance of $ 2.0 and $2.5 180.7 186.7 Income tax receivable 0.3 2.8 Inventories, net 274.2 284.7 Other current assets 21.7 25.5 Total current assets 517.6 540.3 Property, plant and equipment, net 409.4 417.9 Operating lease right-of-use assets 116.0 0.0 Goodwill 294.8 296.5 Intangible assets, net 172.4 188.0 Deferred tax assets 18.4 15.5 Other assets 24.8 21.7 Total assets $ 1,553.4 $ 1,479.9 Liabilities Accounts payable $ 125.2 $ 177.2 Accrued liabilities 106.5 109.9 Current operating lease liabilities 22.1 0.0 Current maturities of long-term debt 10.3 11.6 Total current liabilities 264.1 298.7 Long-term debt 948.8 978.8 Accrued postretirement benefits 48.7 48.2 Deferred tax liabilities 6.2 6.8 Operating lease liabilities 94.8 0.0 Other long-term liabilities 78.8 80.4 Total liabilities 1,441.4 1,412.9 Commitments and contingent liabilities (Note 18) Equity Senior Convertible Preferred Stock, $ 0.01 par value per share; 10,000,000 shares authorized; no shares issued 0.0 0.0 Common Stock, $0.01 par value per share; 80,000,000 shares authorized; 23,212,564 and 23,028,957 shares issued 0.2 0.2 Additional paid-in capital 215.9 206.0 Retained earnings 73.3 27.2 Accumulated other comprehensive loss (98.1) (87.2) Treasury stock, at cost, 2,514,249 and 2,480,213 shares (90.9) (90.0) Total Koppers shareholders’ equity 100.4 56.2 Noncontrolling interests 11.6 10.8 Total equity 112.0 67.0 Total liabilities and equity $ 1,553.4 $ 1,479.9 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 KOPPERS HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2019 2018 (Dollars in millions) (Unaudited) (Unaudited) Cash provided by (used in) operating activities: Net income $ 47.2 $ 31.6 Adjustments to reconcile net cash provided by (used in) operating activities: Depreciation and amortization 42.3 38.5 Loss on disposal of assets and investment 0.6 2.2 Insurance proceeds (3.0) (1.5) Deferred income taxes (2.7) 5.0 Change in other liabilities (9.7) (6.2) Non-cash interest expense 1.9 1.8 Stock-based compensation 9.0 9.3 Other - net 0.2 6.5 Changes in working capital: Accounts receivable 3.4 (36.3) Inventories 6.6 (20.3) Accounts payable (45.7) 17.7 Accrued liabilities 3.2 (38.6) Other working capital 3.7 (1.7) Net cash provided by operating activities 57.0 8.0 Cash (used in) provided by investing activities: Capital expenditures (26.8) (81.4) Acquisitions, net of cash acquired 0.0 (264.0) Insurance proceeds received 3.0 1.5 Net cash provided by divestitures and asset sales 0.3 2.3 Net cash used in investing activities (23.5) (341.6) Cash (used in) provided by financing activities: Net (decrease) increase in credit facility borrowings (5.0) 282.8 Borrowings of long-term debt 0.0 100.0 Repayments of long-term debt (27.2) (12.9) Issuances of Common Stock 1.0 2.5 Repurchases of Common Stock (0.9) (31.7) Payment of debt issuance costs (0.9) (2.9) Net cash (used in) provided by financing activities (33.0) 337.8 Effect of exchange rate changes on cash (0.4) (2.0) Net increase in cash and cash equivalents 0.1 2.2 Cash and cash equivalents at beginning of period 40.6 60.3 Cash and cash equivalents at end of period $ 40.7 $ 62.5 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflow from operating leases $ 23.0 Supplemental disclosure of non-cash investing and financing activities: Right-of-use assets obtained in exchange for new operating lease liabilities $ 26.7 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 KOPPERS HOLDINGS INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of Koppers Holdings Inc.’s and its subsidiaries’ (“Koppers”, “Koppers Holdings”, the “Company”, “we” or “us”) financial position and interim results as of and for the periods presented have been included.
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