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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, 2015 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 x No o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x Common Stock, par value $0.01 per share, outstanding at October 31, 2015 amounted to 20,553,284 shares. PART I—FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS KOPPERS HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (Dollars in millions, except per share amounts) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Net sales $ 433.8 $ 440.1 $ 1,263.2 $ 1,128.3 Cost of sales (excluding items below) 359.1 377.0 1,059.4 974.0 Depreciation and amortization 16.9 11.2 49.6 29.8 Gain on sale of business 0.0 0.0 (3.2) 0.0 Impairment and restructuring charges 0.0 2.6 2.7 18.1 Selling, general and administrative expenses 30.8 32.0 93.7 75.3 Operating profit 27.0 17.3 61.0 31.1 Other income (loss) 0.0 (0.2) 0.4 (0.3) Interest expense 12.6 11.9 38.5 25.3 Income before income taxes 14.4 5.2 22.9 5.5 Income tax provision 5.2 9.5 10.0 9.1 Income (loss) from continuing operations 9.2 (4.3) 12.9 (3.6) (Loss) income from discontinued operations, net of tax benefit of $0.0, $0.0, $0.0 and $0.0 (0.1) 0.1 (0.1) 0.0 Net income (loss) 9.1 (4.2) 12.8 (3.6) Net loss attributable to noncontrolling interests (1.0) (1.5) (2.9) (4.7) Net income (loss) attributable to Koppers $ 10.1 $ (2.7) $ 15.7 $ 1.1 Earnings (loss) per common share attributable to Koppers common shareholders: Basic $ 0.49 $ (0.14) $ 0.77 $ 0.05 Diluted $ 0.49 $ (0.14) $ 0.76 $ 0.05 Comprehensive loss $ (4.7) $ (19.9) $ (7.9) $ (14.1) Comprehensive loss attributable to noncontrolling interests (1.2) (1.3) (3.1) (4.9) Comprehensive loss attributable to Koppers $ (3.5) $ (18.6) $ (4.8) $ (9.2) Weighted average shares outstanding (in thousands): Basic 20,553 20,495 20,537 20,452 Diluted 20,632 20,495 20,609 20,593 Dividends declared per common share $ 0.00 $ 0.25 $ 0.00 $ 0.75 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, 2015 2014 (Dollars in millions, except per share amounts) (Unaudited) Assets Cash and cash equivalents $ 33.0 $ 51.1 Accounts receivable, net of allowance of $6.3 and $5.6 198.5 198.7 Inventories, net 208.7 241.2 Deferred tax assets 13.4 10.5 Loan to related party 9.5 9.5 Other current assets 39.2 30.3 Total current assets 502.3 541.3 Equity in non-consolidated investments 0.8 5.0 Property, plant and equipment, net 289.4 299.7 Goodwill 252.6 247.2 Intangible assets, net 158.9 167.7 Deferred tax assets 8.3 7.8 Other assets 25.1 25.2 Total assets $ 1,237.4 $ 1,293.9 Liabilities Accounts payable $ 151.6 $ 120.6 Accrued liabilities 97.7 122.5 Dividends payable 0.0 5.1 Current maturities of long-term debt 45.1 43.9 Total current liabilities 294.4 292.1 Long-term debt 718.0 806.6 Accrued postretirement benefits 52.6 54.7 Deferred tax liabilities 8.9 10.2 Other long-term liabilities 88.2 46.4 Total liabilities 1,162.1 1,210.0 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; 22,012,121 and 21,938,260 shares issued 0.2 0.2 Additional paid-in capital 167.5 164.5 Retained earnings 33.8 18.0 Accumulated other comprehensive loss (80.8) (60.3) Treasury stock, at cost, 1,458,837 and 1,443,248 shares (52.7) (52.4) Total Koppers shareholders’ equity 68.0 70.0 Noncontrolling interests 7.3 13.9 Total equity 75.3 83.9 Total liabilities and equity $ 1,237.4 $ 1,293.9 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, 2015 2014 (Dollars in millions) (Unaudited) (Unaudited) Cash provided by (used in) operating activities: Net income (loss) $ 12.8 $ (3.6) Adjustments to reconcile net cash provided by operating activities: Depreciation and amortization 49.6 29.8 Impairment charges 2.7 4.7 Gain on sale of business (3.2) 0.0 Deferred income taxes (0.8) (3.2) Equity loss, net of dividends received 2.2 0.9 Change in other liabilities (3.8) (10.9) Non-cash interest expense 2.7 3.4 Stock-based compensation 3.1 4.6 Deferred revenue 28.3 0.0 Other 1.7 (1.5) Changes in working capital: Accounts receivable (8.8) (15.6) Inventories 13.7 4.9 Accounts payable 34.2 (6.1) Accrued liabilities and other working capital (39.3) 3.4 Net cash provided by operating activities 95.1 10.8 Cash (used in) provided by investing activities: Capital expenditures (26.4) (59.0) Acquisitions, net of cash acquired (15.3) (496.5) Net cash proceeds from divestitures and asset sales 14.7 0.1 Net cash used in investing activities (27.0) (555.4) Cash provided by (used in) financing activities: Borrowings of revolving credit 465.4 520.7 Repayments of revolving credit (531.0) (305.8) Borrowings of long-term debt 1.8 348.9 Repayments of long-term debt (22.5) 0.0 Issuances of Common Stock 0.0 0.7 Proceeds from issuance of noncontrolling interest 0.0 1.4 Repurchases of Common Stock (0.3) (2.0) Payment of deferred financing costs (1.0) (11.1) Dividends paid (8.7) (15.2) Net cash (used in) provided by financing activities (96.3) 537.6 Effect of exchange rate changes on cash 10.1 (0.1) Net decrease in cash and cash equivalents (18.1) (7.1) Cash and cash equivalents at beginning of period 51.1 82.2 Cash and cash equivalents at end of period $ 33.0 $ 75.1 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” or the “Company”) financial position and interim results as of and for the periods presented have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Because the Company’s business is seasonal, results for interim periods are not necessarily indicative of those that may be expected for a full year. The Condensed Consolidated Balance Sheet for December 31, 2014 has been summarized from the audited balance sheet contained in the Annual Report on Form 10-K for the year ended December 31, 2014. The financial information included herein should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, 2014.
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