Koppers Hldgs Q3 2026 Earnings Call Transcript

Koppers Hldgs (NYSE:KOP) reported third-quarter financial results on Friday. The transcript from the company’s third-quarter earnings call has been provided below.

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Summary

Koppers Hldgs reported a 3% increase in third-quarter sales to $499 million, driven by volume growth in Performance Chemicals and the Class I crosstie business.

Despite higher sales, adjusted EBITDA fell by 18% to $58 million due to rising raw material and logistics costs. The company generated record year-to-date operating cash flow of $127 million and free cash flow of $92 million.

Significant pricing actions are scheduled for January 2027 to address the rising input costs affecting 2026 margins.

Koppers Hldgs continued its Catalyst transformation program, achieving $42 million in year-over-year benefits and repositioning its CMC network.

The company announced a quarterly dividend increase of 12.5%, reflecting four consecutive years of dividend growth.

The future outlook includes a revised lower forecast for 2026 adjusted EBITDA of $220 to $225 million due to ongoing cost pressures, but with expectations for significant improvement in 2027. Capital expenditures for the year are now expected to be $50 million, reduced from earlier forecasts.

Management remains confident in long-term growth opportunities within the Performance Chemicals and Utility and Industrial Products segments.

Full Transcript

OPERATOR

Good morning, ladies and gentlemen, and thank you for standing by. Welcome to Koppers Hldgs’ third quarter 2026 earnings conference call. At this time, all participants are in listen-only mode. Following the presentation, instructions will be given for the question-and-answer session. Please note that this event is being recorded. I will now turn the call over to Quinn McGuire. Please go ahead.

Quinn McGuire (Vice President of Investor Relations)

Thanks and good morning. I’m Quinn McGuire, Vice President of Investor Relations. Welcome to our third quarter 2026 earnings conference call. We issued our press release earlier today. You can access it via our website at www.coppers.com. As indicated in our announcement, we’ve also posted materials to the Investor Relations page of our website that will be referenced in today’s call. Consistent with our practice in prior quarterly conference calls, this is being broadcast live on our website and a recording of this call will be available on our website for replay through December 6, 2026.

At this time, I would like to direct your attention to our forward-looking disclosure statement seen on slide 2. Certain comments made on this conference call may be characterized as forward-looking statements as defined under the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a number of assumptions, risks and uncertainties, including risks described in the cautionary statement included in our press release and in the Company’s filings with the Securities and Exchange Commission.

In light of the significant uncertainties inherent in the forward-looking statements included in the Company’s comments, you should not regard the inclusion of such information as a representation that its objectives, plans and projected results will be achieved. The Company’s actual results, performance or achievements may differ materially from those expressed in or implied by such forward-looking statements. The Company assumes no obligation to update any forward-looking statements made during this call.

Also, references may be made today to certain non-GAAP financial measures. The press release, which is available on our website, also contains reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures. Joining me for our call today are Leroy Ball, Chief Executive Officer and Chair of Koppers Hldgs, and Eric Brenner, Chief Financial Officer and Treasurer. At this time, I’ll turn the discussion over to Leroy.

Leroy Ball (Chief Executive Officer)

Thank you, Quinn. Good morning everyone, and thanks for joining us. The third quarter demonstrated both the underlying momentum in our portfolio and the near-term pressure created by continually rising input costs. The businesses that we’ve been investing to grow delivered solid performance despite an unfavorable macro backdrop and a domestic residential environment that remains neutral to slightly negative. Performance Chemicals again delivered strong volume growth driven by continued momentum in industrial applications and market share gains in our residential business, while Utility and Industrial Products continues to benefit from a healthy infrastructure market for utility poles. At the same time, costs for coal tar, copper, diesel, freight and other raw materials continue to rise and move through our businesses faster than we could recover them through pricing or cost reductions in other areas.

That reduced our margins and led us to revise our earnings outlook for the remainder of 2026. During the third quarter, the cost environment became more challenging and outweighed the benefits we continue to deliver through Catalyst. In most cases, we are absorbing higher raw material, additive and logistics costs today before we are able to fully recover them through pricing. That dynamic will continue to affect our results through the balance of the year, but significant pricing actions will take effect in January 2027 and enable us to recover much of what we have absorbed this year.

The actions within our control continue to move us in the right direction. We generated record year-to-date operating cash flow and free cash flow, completed another important step in repositioning CMNC with the end of distillation at Stickney, and delivered $42 million of year-over-year Catalyst benefits through September. So while the current year earnings picture is more difficult than we expected, our view that Koppers Hldgs will deliver significant earnings improvement in 2027 and continued strong cash generation has not changed.

Our confidence rests on the resilience of demand in our most attractive markets and the structural actions underway that are already producing measurable benefits. Let me put some numbers around the quarter. Turning to page 4. Third quarter sales were $499 million, an increase of 3% compared with the prior year, led by volume growth in our Performance Chemicals and Class I crosstie businesses. Adjusted EBITDA was $58 million, down 18% from the prior year quarter, reflecting the higher raw material and logistics costs I just mentioned as well as higher SG&A costs. Our focus on cash generation continued to deliver this quarter.

Operating cash flow for the first nine months of the year was a record $127 million, up from $77 million in the prior year period. Free cash flow for the same period was a record $92 million, enabled by inventory alignment and operational improvements across the organization. Our capital allocation priorities remain unchanged through the first three quarters of the year. We paid down debt by $34 million and returned capital to our shareholders through $51 million of share repurchases and $5 million of dividend payments.

Capital expenditures totaled $35 million so far this year. We remain confident in the underlying drivers of our business and we have managed through periods like these before. From 2021 through 2023, we faced rapidly escalating costs in all of our businesses with contractual timing differences in passing these costs through. In 2022 and 2023, we increased pricing actions across our businesses by over $500 million. We remain focused on disciplined commercial execution, productivity efficiencies and taking costs out of our network.

That is what our teams are working on today and we expect to see the benefits flowing through our results in 2027. Our Catalyst transformation is helping us move faster and it gives our teams a common framework to identify the opportunities, put resources behind them and hold ourselves accountable for delivering results. As shown on page five, we recently reached two important milestones by ending distillation activities on September 30th and then discontinuing the remaining chemical production at Stickney in October. Now that production has stopped, the work shifts from closing the facility to capturing the value from the new network. That means completing the transition, improving utilization across the remaining footprint, and continuing to optimize our Europe-to-North America supply chain.

We will continue to evaluate potential future uses for the Stickney site as we complete the wind down of the facility. This decision addresses long-standing structural challenges including operating costs that outpaced our ability to recover through pricing, declining North American coal tar supply and increasing capital requirements. This action represents an important step in repositioning our CMC network to create a smaller, more efficient and less capital-intensive CMC business while continuing to reliably serve our core customers.

We continue to expect this initiative to generate annual adjusted EBITDA benefits of approximately $15 to $20 million, improve adjusted earnings per share by roughly $1 to $1.20 annually and reduce annual capital spending requirements going forward. Next is an overview of our Zero Harm safety performance for the quarter as seen on page 6. 21 of our 40 operating locations worked injury free in the third quarter and our PC operations in Europe and Australasia and our CMNC team in Australasia achieved zero recordable accidents. Our overall results fell short of the prior year quarter and we have work to do to get back to that level. We remain committed to our Zero Harm vision as the foundation of everything that we do.

Turning to page 8, we were proud to host Koppers Hldgs’ 2026 Investor Day in Atlanta this past September. Attendees toured our state-of-the-art Performance Chemicals Research Facility in Peachtree City and learned more about our PC business and how we create value through our technical capabilities. In addition, our management team highlighted our strategic plan progress, initiatives stemming from our Catalyst transformation process, and the financial framework supporting our objectives.

We also held a special panel for a question-and-answer session featuring our business leaders who discussed our priorities and future growth opportunities. For an on-demand replay of the day’s events, please use the QR code as shown on page nine. Koppers Hldgs received recognition from Newsweek by being named to its list of Greenest Companies, signifying measurable progress in reducing our environmental impact. We earned four out of five stars in the Performance and Industrial Chemicals category. This recognition is a credit to the efforts of our teams across the organization. We are proud of how far we have come while recognizing that there’s always more work to do.

Now, I’ll return in a bit to provide my view on how we’re seeing the current year within each business while also reviewing our outlook for the remainder of 2026. I’ll now turn the call over to Eric Brenner, our Chief Financial Officer, to speak in more detail on our third quarter financial performance.

Eric Brenner (Chief Financial Officer)

Thanks, Leroy. There are three financial takeaways from the third quarter. First, sales increased despite a mixed demand environment, supported by strong volume growth in Performance Chemicals and higher Class 1 crosstie volumes in our Rail and Utility business. Second, higher raw material and logistics costs along with lower crosstie pricing pressured margins. We are addressing those headwinds through commercial actions, network optimization, and the broader Catalyst transformation.

Third, and importantly, we generated record year-to-date operating cash flow and record year-to-date free cash flow. That performance reinforces the structural improvement we are seeing in the cash generation profile of Koppers Hldgs. I will walk through each of those points beginning with consolidated and segment performance. As shown on Slide 11, net sales increased $14 million, or 2.8%, from the prior-year quarter. The increase was primarily driven by higher volumes in Performance Chemicals and our crosstie business. Those benefits were partly offset by unfavorable pricing for crossties in our RUPS segment, the sale of our railroad services business, as well as product rationalization. Also, currency conversion had a favorable effect of $6 million on sales as compared to the prior-year quarter.

Adjusted EBITDA for the third quarter was $58 million, a decrease of $13 million, or 18%, compared to the prior-year quarter. Adjusted EBITDA margin was 11.6% compared to 14.6% in the prior-year quarter. The quarter reflected real margin pressure and we are not minimizing it. The earnings decline was driven primarily by higher raw material and logistics costs, lower CMC margins as we restructure our operating network, along with the impact of lower crosstie pricing, while favorable volumes in our PC and RUPS businesses partially offset the higher-cost environment.

We estimate the year-over-year impact of higher input costs to be $16 million in the third quarter, led by higher raw material costs in our CMC segment. Also, selling, general and administrative, or SG&A, expenses were up $3.4 million year over year, mainly due to compensation costs as well as higher technology costs. These increases were partly offset by lower professional service fees. In earnings per share, we reported adjusted EPS of $0.77 compared with $1.21 in the prior-year quarter.

The year-over-year decline primarily consists of lower earnings and a higher tax rate, with the latter having a negative impact of $0.07 per share when compared to last year. Compared to the second quarter, the change in our estimated tax rate for the year had a negative impact of $0.12 per share. Free cash flow generated for the third quarter was $19 million compared with $38 million in the prior-year quarter. While lower for the quarter due to timing of working capital items, our trend of higher year-over-year free cash flow continued, as will be discussed later.

Turning to Slide 12, our RUPS segment net sales were essentially unchanged from $233 million in the prior-year quarter. Higher crosstie volumes and a 5% volume increase in our domestic utility pole business, which includes the contributions from the Douglas fir pole procurement business we acquired late last year, were offset by lower pricing across multiple markets. Particularly, Class 1 crossties sales were also affected by approximately $6 million related to the sale of our railroad services business in the third quarter of 2025.

As we have mentioned before, we have secured additional Class 1 crosstie volume through selective pricing actions. The near-term impact is visible in current margins. However, the strategic value is the additional volume and asset utilization those agreements are intended to provide. As we complete the wind-down of our Florence facility in Q4, we are expecting to realize greater efficiency across our network as we go into 2027. Adjusted EBITDA for RUPS was $22 million compared to $29 million in the prior-year quarter.

The decline was driven by lower crosstie pricing, nearly $4 million of higher raw material and SG&A costs, and approximately $600,000 related to the sale of our railroad services business. These decreases were partly offset by an increase in sales volumes, primarily in the Class 1 crosstie business. Moving on to Slide 13, Performance Chemicals net sales increased $18 million compared to the prior-year quarter. The sales increase was due to a 10% volume growth, primarily in the Americas. We remain focused on recapturing share in the muted domestic residential market while also leveraging strong industrial demand. The pricing impact in the quarter was insignificant, as lower prices in Europe were mostly offset by higher prices in the Americas and Australasia.

Foreign currency changes had a favorable impact of nearly $3 million on sales. Adjusted EBITDA for Performance Chemicals increased $4 million to $30 million. The increase was due primarily to higher sales volume and favorable utilization, partly offset by higher raw materials, which increased by approximately $5 million. Raw material costs were impacted by increased scrap copper cost, net of our hedging program benefits. In addition, higher oil and energy prices are driving cost inflation in the oil-based raw materials, compounded by increased freight cost, which lowered our margins compared to the peak performance we saw in Q2.

Turning to the CMC business as shown on Slide 14, this remains the area in which the largest current cost and market pressures are concentrated. CMC sales were $3 million lower than the prior-year quarter. The impact of lower volumes was partly offset by higher carbon pitch and carbon black feedstock prices and a favorable foreign currency impact of nearly $3 million. Sales declined 8% on lower sales volumes, mainly due to lower pitch sales in Australia and Europe and lower sales volumes in North America, including lower-margin byproduct sales associated with the wind-down of Stickney.

Carbon pitch prices increased approximately 4% globally from the prior-year period, driven by market dynamics in North America and Europe, but continue to lag the increase in input costs. Adjusted EBITDA for CMC was $6 million, down $10 million, or 61%, compared to the $16 million EBITDA recorded in the prior-year quarter. This decrease was due to higher raw material costs, which had a $9 million impact over the prior-year quarter. The carbon markets remain volatile, as conflict in the Middle East and safety-related coal mine closures in China in late Q3 continue to push coal tar and pitch prices higher.

In addition, adjusted EBITDA was impacted by a $1.7 million reduction from lower utilization, primarily in North America, due to the receipt of poor-quality tar and the accelerated closure of our Stickney facility. We are also incurring transition and logistics costs as we reposition our supply network while continuing to provide reliable service to our critical North American customers. The Stickney closure and transition therefore create near-term cost, but they are intended to reduce fixed costs, capital requirements, and earnings volatility over time, and our closure activities continue at pace and are in line with our accelerated timeline.

As shown on Slide 16, we implemented structural improvements regarding cash flow, which supported meaningful shareholder returns. Our year-to-date operating cash flow through September 30th was a record $127 million compared to $77 million in the prior-year period. The increase primarily reflected improved working capital performance and approximately $14 million of lower pension funding in the current period, partially offset by lower underlying earnings.

The improvement in working capital reflected the timing of customer receipts and vendor payments as well as lower inventory. This also reflects the liquidation of byproduct inventory at Stickney as we complete the remaining closure activities. The deliberate working capital improvement reflects actions to reduce inventory to match customer demand. Free cash flow on a year-to-date basis through September 30th was $92 million, also a record. Our 2026 year-to-date free cash flow run rate is above target.

The drivers of improved cash flow generation include lower capital requirements going forward, as we have completed our major growth investment cycle. Our Catalyst initiatives are driving improved earnings and cash conversion, and cash taxes are projected to be significantly below our current adjusted tax rate of approximately 31% for the 2026–28 time period. In the near term, we will have cash usages related to closure and transition costs for our SP plan.

These actions create a pathway to generate average annual free cash flow of greater than $100 million. We continue to take a balanced approach to capital allocation, as detailed on Slide 17. Through September 30, we’ve spent $35 million on capital expenditures. For the full year, we anticipate total gross capital expenditures of $50 million compared to our prior estimate of $55 million, primarily driven by lower maintenance spend in our RUPS segment. Year to date, share repurchases have totaled $51 million. We have approximately $23 million remaining under our $100 million repurchase authorization.

We also continue to return capital to shareholders through our quarterly dividend of $0.09 per share, reflecting four consecutive years of annual dividend growth. At September 30, we had $360 million in available liquidity and $845 million of net debt, representing a net leverage ratio of 3.7 times. We remain focused on our long-term goal of reducing net leverage to 2 to 3 times. As highlighted on Slide 18, our Board of Directors declared a quarterly cash dividend on November 4th of $0.09 per share, payable on December 14th. This reflects a 12.5% increase from the prior year. While future dividends remain subject to ongoing board approval, maintaining a quarterly dividend at this rate would result in an annual dividend of $0.36 per share for 2026.

In summary, our sales grew in the third quarter, but higher raw material and freight costs primarily pressured margins and earnings. Year to date, we generated record operating cash flow and free cash flow while maintaining disciplined capital allocation. With that, I’ll turn the call back to Leroy.

Leroy Ball (Chief Executive Officer)

Thanks, Eric. I’d like to move now to a discussion of what we’re seeing across our major end markets, how those views have evolved through the year and how they are informing our outlook for the remainder of 2026. The macro environment is still somewhat uneven, but we continue to focus on areas of resilience and opportunity. These can generally be found in markets served by Performance Chemicals and Utility and Industrial Products, the two businesses driving Koppers Hldgs to a higher-margin, stronger cash flow portfolio, so let’s begin with Performance Chemicals on page 20.

Macro drivers of existing home sales, new home builds, and repair and remodeling spending continue to skew negative, keeping organic demand subdued in our largest market. Even so, we delivered 10% year-over-year volume growth, primarily in the Americas, as we selectively regained market share following our setback in 2025, and we benefited from strength in the industrial market. The near-term challenge is on the cost side, driven by higher crude oil and commodity prices related to the Middle East conflict.

We also saw freight costs increase further in the third quarter, while tariff uncertainty continues to create volatility in raw material pricing. We have high confidence that we will address those pressures when the calendar turns to 2027, as about 80% of our current book of business is already agreed to for next year at prices that address the increases we are seeing across the board. Overall, our key takeaway for PC is that our business remains resilient amid flat organic demand and persistent cost inflation, and we expect our top line to take another step up in 2027 after our commercial actions take effect in January.

Moving to Utility and Industrial Products on page 21, UIP remains a constructive part of our portfolio, with our U.S. utility pole business posting another solid quarter, with year-over-year sales growth of 5% for the third quarter and 11% year to date. While we expect a typical seasonal slowdown in the fourth quarter, our sales pipeline remains healthy and the underlying demand outlook remains strong. Profitability improved, supported by higher volumes and pricing, including modest price increases implemented during the quarter.

We are seeing some pressure from inflation and higher diesel costs, but we are actively managing those impacts. Looking more broadly, market sentiment remains bullish. Utility infrastructure investment is being driven by higher electricity rates and growing power requirements associated with AI infrastructure, crypto mining, EV development, and increased manufacturing activity. The demand outlook from investor-owned utilities remains strong through 2027, providing longer-term visibility even as pricing is expected to be relatively flat in the fourth quarter.

On the supply side, fiber availability remains an area of focus as pole demand is concentrated within a relatively narrow range of sizes, creating a competitive procurement dynamic. Overall, we remain encouraged by the strength of the market and the healthy demand pipeline, and we are focused on capturing that growth while managing inflationary and supply side pressures. We expect UIP to finish the year strong despite the typical fourth-quarter seasonal slowdown, and we expect more of the same next year.

Turning to page 22, in Railroad Products and Services, sales volumes were up 3% year to date compared with the prior year, with both Class I and commercial volumes rebounding in September despite overall softer demand. That said, price concessions that we made to secure future volumes have pressured margins in the near term, and we are responding by continuing to take costs out of the system. Employee count at our treating plants is down 7% so far this year and down 22% from our high-water mark in April of 2024.

By the time the wind-down of our Florence facility is complete, that reduction will be over 25%. There are some encouraging indicators of future demand. North American railroad traffic was up 3.1% year over year through early October, including a 3.5% increase in U.S. traffic, with intermodal up 4.2% and carloads up 2.7% higher. Rail traffic bodes well for long-term crosstie demand, but it can slow tie purchases in the short term as railroads focus on moving freight while demand for their services remains strong.

Our commercial crosstie backlog also remained robust heading into the fourth quarter, which puts us into a good position as we enter the new year. We’re seeing the softer demand ripple through the crosstie supply chain, putting pressure on sawmills and contributing to mill closures and reduced hardwood production. From a working capital standpoint, idling Florence is helping us take inventory out of the system, and we’re also aligning crosstie purchases more closely with railroad programs and bringing overall inventory levels down.

Overall, despite a pullback in Class I spending heading into 2027 and some price erosion, we stand to improve profitability on a go-forward basis as we complete our cost and network optimization actions. Moving now to Carbon Materials and Chemicals on page 23, we are seeing weaker carbon pitch sales in both Europe and North America, while higher tar and freight costs are also affecting near-term performance. Tar costs increased 30% year over year in the third quarter and 13% year to date and sequentially. From an industry perspective, carbon markets remain volatile. The Middle East conflict, along with safety-related coal mine closures in China, continues to drive higher prices across oil, tar, naphthalene, and pitch.

Aluminum prices followed a different pattern, rising steadily during the first half of the year before easing to approximately $3,200 per metric ton during the third quarter. On the operational front, we reached an important milestone at Stickney, ceasing tar distillation at that location in September. We’ve also secured the feedstock needed to support the production transfer and successfully shipped tar cargo from North America to Europe. Our U.S. logistics network is also progressing as planned, with carbon pitch and creosote now being supplied through our U.S. terminals.

The Europe-to-U.S. distribution model is operating effectively, and we see additional opportunities to optimize the network through the first half of 2027. We’re already seeing the benefits of a more streamlined network. Nyborg, Denmark, supplied approximately 75% of the creosote delivered to our railroad business during August and September and achieved record pitch shipments in September. And with the transition ahead of our original schedule, we remain focused on successfully completing the shift to the new operating model and positioning CMMC for more consistent performance going forward.

On page 24, you can see how our Catalyst Transformation program is translating the actions we’re taking across the portfolio into tangible results. There are three key drivers that underpin our Catalyst program. First, footprint consolidation to improve operational efficiencies. Second, supply chain improvements to drive cost reductions. Third, operating leverage from market share gains and higher volumes in select businesses. We continue to make meaningful progress with $42 million in year-over-year benefits achieved through September 30, 2026, and by segment that is $8 million in PC, $13 million in RUPS, $11 million in CM&C, and $10 million in corporate. We’re capturing those benefits through commercial excellence, network optimization, supply chain improvements, and disciplined cost management. Our 2026 initiatives represent $136 million of transformation program benefits, and building on $46 million of program benefits in 2025, we raised our target an additional $90 million by 2028, reflecting the additional opportunities we see to drive value across the business.

We’re also seeing the benefit in cash as we reduced working capital by $12 million through September 30 compared with December 31, 2025. We’re seeing the powerful impact of Catalyst across the business. It’s strengthening our performance today while creating a more efficient operating model that supports higher margins, stronger cash generation, and more consistent earnings as we execute our strategy and experience recovery in our end markets. Let’s now take a look at our updated 2026 guidance summarized on page 26. We revised our forecast lower to reflect higher input costs, which are having a direct impact on profitability. But we are taking pricing actions to address these higher costs, although the benefits won’t begin to be realized until January 2027. Page 27 shows the bridge for our 2026 sales of $1.9 billion, with PC contributing meaningful growth from market share gains and stronger industrial demand.

Page 28 outlines our 2026 adjusted EBITDA forecast, which is now in the range of $220 to $225 million. This reflects the higher input costs already realized in our Q3 results and our expectation that they will continue throughout Q4. Page 29 provides our adjusted earnings per share forecast of $3.10 to $3.25 per share, reflecting the pullback in our earnings from operations, while all other categories show year-over-year improvement. Page 30 shows our free cash flow forecast of $115 to $135 million, which has improved due to a $5 million reduction in expected capital expenditures for this year.

On page 31, we show the details of our 2026 capital expenditure forecast by business segment. We now expect total capital expenditures of approximately $50 million, which is $5 million lower than our previous forecast. So, to summarize, while 2026 has presented unexpected challenges, we continue to execute on what we control. We grew sales, delivered $42 million of Catalyst benefits through September, ended production at Stickney, and generated record year-to-date operating and free cash flow. Higher raw material and freight costs more than offset that progress in the near term, but the pricing actions taking effect in January, combined with the structural cost improvements already underway, position us for significant earnings improvement in 2027.

We remain focused on strengthening earnings, cash generation, and capital efficiency as we work toward our 2028 objectives. With that, we would be happy to take your questions.

OPERATOR

We will now begin the question-and-answer session. To ask a question, you may press star, then one on your telephone keypad. If you are using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star then two. At this time, we will pause momentarily to assemble our roster. Our first question today is from Gary Prestipino with Barrington Research. Please go ahead.

Gary Prestipino (Analyst at Barrington Research)

Good morning, everyone. Leroy, kind of trying to take notes reading through all of this and all with the performance of the segments and all that. Could we maybe, just for my purposes, just kind of work through each of the segments in terms of which ones are going to get the price increases? Is it kind of across the board? I know you said—I thought you said PC was going to be the, is really the one that’s impacted, but that would be really helpful.

Leroy Ball (Chief Executive Officer)

Sure, yeah. So starting with PC, you know, we tend to operate under two-year agreements and we are at the end of that last two-year agreement that went into effect at the beginning of 25. And so we have been in discussions all throughout probably the last three to four months and working with customers to get new pricing that will go into effect on 1/1. And as I mentioned in my prepared comments, over 80% of our booked business, we have come to agreement with those customers and have passed on the increases that we have seen as well as a little bit beyond that that will go into effect January 1st. We have a little bit of business left here to wrap up over the next couple of weeks, which we expect to be able to do.

But similar to what we saw back in that 22–23 timeframe, where we were under pressure with significant cost increases that came through as we were in that final year of that particular two-year contract run at that point in time heading into, I think, 23, we were able to pass on significant price increases. On 1/1 we started to see the benefits of that flow through, you know, immediately essentially. And we’ll be in that position again from a PC standpoint as we enter 27.

You know, RUPS, most of that business is long-term contract-oriented. There are escalators in those contracts that enable us to pass on some cost increases and we’ll be able to do that. It’ll be at a much lower level than what we’ll see in Performance Chemicals. But that will go into effect here as we turn the calendar in UIP. You know, there’s a split between contractual business and spot business as well. We’ll be working through that on the spot business, you know, just essentially monitoring the competitive situation and obviously passing on what we can.

And while, you know, contractual business comes up, obviously working cost increases into new pricing on a go-forward basis. And finally, CM&C. You know, CM&C is an interesting one because where we have been hit the hardest in CM&C has been through some, you know, interesting anomalies that have worked to our favor in the past, but unfortunately in 26 have been working against us. And that is, you know, the timing of the cost increases that we might see based upon certain indices versus our ability to pass them through based upon other indices. And it’s primarily actually in our international business and we’re waiting for some of that stuff to settle out and, you know, we could see some impact early into next year.

But it, you know, has been volatile throughout this year and we have been caught on the wrong side of that curve. We have been there before, except again on the plus side. And we know things will work their way out here as we go into 26, but that one is a little bit uncertain. So from an overall price increase standpoint, we’re, you know, extremely confident on the PC piece. Almost have all of that in hand. UIP will happen, you know, throughout the year. RUPS will get a little bit at the beginning and then CM&C could get a little bit at the beginning and we’ll just have to see how the year goes on. I would like to think that we’re about in as the worst position we can be in from a price versus cost standpoint on CM&C and that things can only get better.

But obviously we don’t exactly know where that’ll settle out as we continue to move forward. We are in the process of idling it. We’re not quite fully through the treating yet. It’ll finish up here likely at the end of this month, definitely by the end of this year. We’ll still have product to ship out through at least part of 2027, and then it’ll go into idle status. At this point in time we have not made a decision to permanently close it. It will be idled for the time being.

You’re welcome. Thank you.

OPERATOR

The next question is from Liam Burke with B. Riley. Please go ahead.

Liam Burke (Analyst at B. Riley)

Yes, thank you. Good morning, Leroy. Good morning, Eric. Leroy, talk about PC. I just had a couple of questions on that. You talked about recovering market share. Now, the past market share losses were almost dictated by the major customer. Is what you’re suggesting is that customers come back and said, you know what? I would prefer to go to more concentrated Performance Chemical rather than the competitor that you lost the share to?

Leroy Ball (Chief Executive Officer)

You know, certainly don’t want to speak for our customers. I’ll just say, you know, we did have a significant share loss heading into 25, heading into 26. We were able to recover some of that. And, you know, I’d like to—again, I’d like to think that was due to our performance and focused attention on our customer needs. You know, there was a piece that we also were able to continue to grow from a share standpoint on the industrial side, which is different because we didn’t really lose any.

We have systematically grown our industrial market share over the past three to four years. Heading into 27 we’re going to see some additional growth on the industrial side; we already have some of that booked. We know that as it relates to the residential side, our expectation at the moment is that we will enter 27 with at least sort of the base book of business that we have. And, you know, there could be a potential to pick up a little more than that. But we don’t see at the moment substantial market share changes on the residential side heading into 27.

But we do see a retention of what we have, maybe a little bit of growth there on the share side. And like I said, in the industrial side we have grown it over the last three to four years and already have some additional growth booked on the market share side for industrial heading into 27.

Liam Burke (Analyst at B. Riley)

Okay, just a quick follow up because you did bring in industrial, which was part of my next question. Is that beginning—I mean PC even on the discussion today it was primarily residential. Is industrial creeping in to start moving the needle here?

Leroy Ball (Chief Executive Officer)

It’s not a needle mover at this point in time, Liam. It’s a nice business to have, it’s helpful. But the residential business in that particular segment, it is the lion’s share of the business, it is the driver of the business. The industrial is helpful and it’s good business to have. But at the end of the day it will not be our savior. We need a strong residential market, which we haven’t had in a number of years at this point in time. So that’s the thing I continue to fall back on and say, look, this business has actually performed well through a down part of the cycle and we continue to put it in a strong position that when we do see a return, an improvement in the residential side, we’re going to see, I think, a nice bump up as a result of that additional volume. In the meantime, we’re going to focus on everything we can to continue to contain costs, work on next-gen products that we can introduce that will be helpful to our customers, and put ourselves—and be ready to go—whenever the market does pick back up.

Liam Burke (Analyst at B. Riley)

Cool. And then on RUPS, obviously the EBITDA margins were down considerably, considerably, year over year. Does that reflect both higher input costs and price concessions to the Class Ones?

Leroy Ball (Chief Executive Officer)

It does. And I’m going to make a comment and I’ll toss it to Eric to provide some commentary there too. I want to say, you know, look, we have utility and rail in the RUPS segment. You know, UIP, our utility business, has actually expanded its gross margins year over year. That doesn’t, you know, it’s not getting shown obviously through that segment profitability. So it is the smallest piece of our overall portfolio. But we’re performing well overall on the utility side and rail has been more challenged.

We just haven’t been able to get cost out as fast as we would like. But I’m going to let Eric comment on that piece.

Eric Brenner (Chief Financial Officer)

Yeah, I think it’s a really good summary with UIP. We are definitely growing gross margin there year over year, and that’s through higher volume, favorable product mix, and being very diligent on the cost side. In the rail part of the business, it is a little bit of customer mix as well as the deliberate price concessions that we made to secure volume this year and going into next year. As we looked at the idled Florence, those kinds of costs will come out going into 27.

So it was a conscious decision to secure the volume so that we could plan and execute our network optimization. We are seeing higher cost in rail, but the cost impact that we referred to throughout our slides and material today is much larger in the PC and the CM&C businesses.

Liam Burke (Analyst at B. Riley)

Great, thank you very much. Appreciate it, Eric. Thanks Leroy.

Leroy Ball (Chief Executive Officer)

Thanks, Liam.

OPERATOR

The next question is from Michael Mathison with Sidoti and Company. Please go ahead.

Michael Mathison (Analyst at Sidoti and Company)

Good morning, you guys.

Leroy Ball (Chief Executive Officer)

Hi, Michael.

Michael Mathison (Analyst at Sidoti and Company)

Congratulations on the free cash flow.

Leroy Ball (Chief Executive Officer)

Thank you.

Michael Mathison (Analyst at Sidoti and Company)

Turning to the capex part of free cash flow, I noticed your guidance is down another 5 million versus the prior forecast, extending a long-term decline. Do you feel that this new level of capex is sustainable at that level? Is that the new normal or does it need to rebound at some point?

Leroy Ball (Chief Executive Officer)

No, and maybe that’s part of, again, a misperception on our capital needs going forward, because we did have several years, I know in the past five years, where we were, you know, plus 100 million or just under 100 million. You know, we were going through a phase where we were building out some capabilities in different parts of the business. We have, as we stated several times, no near-term large capital requirements. We’re still sorting through whether we’ll have a need to put some capital in to build out and strengthen our logistics on the CM&C side as we make this transition to Denmark, but on a long-term basis and going forward I’ll just say, looking at even next year, my expectation is that 50 would be the high-water mark. There’s a greater likelihood we’ll be below 50 in 27. And I would say on a go-forward basis, under our current portfolio, something in the 40 to 45 million range would be more of the ongoing capital requirements within our businesses.

Michael Mathison (Analyst at Sidoti and Company)

Thank you. That’s very helpful for modeling. Looking at how you’re deploying capital, you’re putting a lot into share repurchases, a lot into debt paydown. I kind of see sort of a 60/40 ratio, more or less, of repurchases versus paydown. Is that reflecting your ongoing priorities for how you’ll be deploying capital?

Leroy Ball (Chief Executive Officer)

Yeah, I think we, you know, I think our expectation is by, we get, by the time we get to the end of the year, we might be closer to 50/50 there. But, you know, we believe again, based upon our cash generation, and that’s on a go-forward basis, that, you know, our share price remains at a very attractive level. With the response and reaction to, you know, news today, it only further solidifies that. I mean, over the next three years, right at the pace that we have talked about, which we have not moved off of, at least $100 million a year, we’ll generate over the next three years free cash flow that will represent close to half of our market cap, which for us creates an opportunity to continue to repurchase shares at an attractive price.

At the same time, you know, we do want to reduce our leverage and so there will be a healthy amount that will get directed towards debt reduction as well. And as we see EBITDA, you know, begin to move back up, you know, we’ll get the benefit both of a reduction in debt as well as an increase in EBITDA that’ll, you know, work to get our leverage down into, you know, the long-term range that we’ve been talking about for some time now. So I don’t see our capital, I don’t see our capital deployment philosophy really changing.

The only thing that obviously we haven’t talked a lot about is, you know, what might be out there on the acquisition front, which we continue to look at different things, you know, both in the UIP space as well as in the performance chemicals space. And we’ll continue to look, and if there’s something there, we’ll be mindful of that particular business, how it fits into our overall portfolio, and the valuation metrics associated with it. I think Eric kind of went through that at our investor day in terms of how we view that, but that’s the only other piece that I would say that we haven’t given much discussion to, but certainly as part of our thought process moving forward.

Michael Mathison (Analyst at Sidoti and Company)

Thank you, that’s very helpful and that runs me out of questions. Thanks again.

OPERATOR

Thank you, Michael. The last question today is from Garvit Bhandari with Singular Research. Please go ahead.

Garvit Bhandari (Analyst at Singular Research)

Yeah, hi, good morning.

Eric Brenner (Chief Financial Officer)

Good morning.

Garvit Bhandari (Analyst at Singular Research)

Firstly, yeah, firstly on the PC segment, just wanted to understand a bit on the margins. The EBITDA margins for the segment were down sequentially. So how should we think about margins going forward, particularly as the remaining copper hedges roll off?

Eric Brenner (Chief Financial Officer)

Yeah, thank you for the question on the PC margins. Yes, we had peak margins of roughly 22% in Q2 and we did expect that to moderate to more normal levels in the second half of the year. We dropped to roughly 18% and we would expect that to deteriorate a little bit further in the fourth quarter, primarily due to the higher raw material costs that we mentioned before, in advance of those price increases going into effect for 2027. I think if you look back at the historical averages, we will kind of remain in that and we’re very focused on executing those price increases for ’27 that fully cover the inflationary cost pressures that we saw across copper, the oil-related additives, and other logistics costs going into our materials.

Garvit Bhandari (Analyst at Singular Research)

Okay, understood. And then I think you’ve stated in the previous call or in the past that, you know, the PC segment combined with the RUPS segment will contribute more than 85% of your sales by 2028. So just trying to understand, would that primarily come from organic initiatives or do you expect, you know, some kind of portfolio actions or inorganic initiatives to be involved to take the combined segment to that level?

Leroy Ball (Chief Executive Officer)

Yeah, I would say that we expect that to be primarily right now organic. Right. So we have, again, opportunities to expand in both those businesses. At the same time, you know, CM&C, depending upon where that particular business is at from an overall pricing and volume standpoint, could represent a smaller portion of the business. We also know that, yes, if we are going to do anything on the inorganic side, it’s going to be in PC or UIP. And so there’s no question that over the course of time those two pieces of our overall portfolio are going to continue to grow as a portion of the overall portfolio, and throw rail into that mix, and I see that percentage continuing to grow and get larger as a portion of our overall sales. So, you know, I’d say we’re pretty much on target as we sit here today and look out through the rest of the next couple of years.

Garvit Bhandari (Analyst at Singular Research)

Okay. Okay. Yeah. That’s all from my side. Thank you.

OPERATOR

Okay. Thank you. This concludes our question and answer session. I would like to turn the conference back over to CEO Leroy Ball for any closing remarks.

Leroy Ball (Chief Executive Officer)

Okay. Thank you. I just want to thank everybody for taking the opportunity to join us today. We recognize the near-term challenges reflected in our updated outlook. But we also see the clear evidence that our strategy is working. From record cash generation and growing contributions from catalysts to the successful repositioning of our operating network, our intentional shift to focus on building out our PC and utility businesses are showing merit as both businesses’ profitability is up year over year.

And as our pricing actions take hold and the structural improvements in our RUPS and CM&C businesses continue to build, we’re confident in our ability to deliver stronger earnings, greater consistency, and meaningful value for our shareholders in 2027 and beyond. Thank you. Look forward to talking to you again next quarter.

OPERATOR

The conference is now concluded. Thank you for attending today’s presentation. You may now disconnect.

Disclaimer: This transcript is provided for informational purposes only. While we strive for accuracy, there may be errors or omissions in this automated transcription. For official company statements and financial information, please refer to the company’s SEC filings and official press releases. Corporate participants’ and analysts’ statements reflect their views as of the date of this call and are subject to change without notice.