Icahn Enterprises L.P.

Good afternoon and welcome to the ICANN Enterprises LP Q3 2021 Earnings Call with Jesse Lin, General Counsel, Erick Cajun, President and CEO, and David Willits, Chief Financial Officer. I would now like to hand the call over to Jesse Lin, who will read the opening statement.

Thank you, Operator. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements we make in this presentation, including statements regarding our future performance and plans for our businesses and potential acquisitions. Forward-looking statements may be identified by words such as expects, anticipates, intends, plans, believes, seeks, estimates, will, or words of similar meaning and include but are not limited to statements about the expected future business and financial performance of Icon Enterprise LP and its subsidiaries. Actual events, results, and outcomes may differ materially from our expectations due to a variety of known and unknown risks, uncertainties, and other factors that are discussed in our filings with the Securities and Exchange Commission, including economic, competitive, legal, and other factors, including the severity, magnitude, and duration of the COVID-19 pandemic. Accordingly, there is no assurance that our expectations will be realized. We assume no obligation to update or revise any forward-looking statements should circumstances change, except as otherwise required by law. This presentation also includes certain non-GAAP financial measures. A reconciliation of such non-GAAP financial measures to the most directly comparable GAAP financial measures can be found in the back of this presentation. I'll now turn it over to Aris Kikajian, our Chief Executive Officer.

Thanks, Jesse. good afternoon and welcome to the third quarter 2021 icon enterprises earnings conference call joining me on today's call is david willets our chief financial officer i will begin by providing some brief highlights david will then provide an in-depth review of our financial results and the performance of our business segments we will then be available to address your questions before i begin my comments on the quarter i would like to acknowledge that on october 27th iep officially launched a tender offer to acquire 100 of the shares of Southwest Gas Holdings for $75 a share. Given the active nature of this campaign, we will not be addressing the details of the proposal or the associated proxy contest on this call and would refer you to the public filings and statements made in recent weeks. I would like to highlight, however, that the Southwest Gas campaign is reflective of a long and successful track record of activism at IEP, which has contributed to the long-term performance of our depository units. We have the capital flexibility and brand recognition to maximize the activist strategy. This track record has allowed IEP to pay 66 consecutive distributions to its unit holders since 2005, while increasing the distribution over time. On November 1, 2021, the IEP Board declared a $2 quarterly distribution payable in cash or additional units. This represents a healthy annual yield of almost 14%. In the year 2000, ICON Enterprises began to expand its business beyond traditional real estate activities and to fully embrace the activist strategy. Today, IEP is one of the last activists because barriers to entry to this lucrative area are extremely high. This is due to the fact that money in most activist hedge funds is not permanent. Often, a would-be activist hedge fund's money will be withdrawn by an investor at the very time it is most needed in an activist campaign. This can be extremely costly, if not fatal. Another advantage IEP has is its brand name. Target companies understand that we are not going away and will not relent. As it was said in the art of war, the best way to win a war is not having to fight it. We, much more often than not, get invited to be on boards without having to fight. Interestingly, our presence on these boards has often proved to be successful, not only for IEP, but for all shareholders. Other would-be activists must prove their mettle before their targets make peace. This can be extremely expensive for those who first enter this arena. Activism is still the best paradigm for investing. The proof of the pudding is in the eating. On January 1, 2000, the closing sale price of IEP depository units was $7.63. On October 29, 2021, IEP depository units closed at $57.60, a 2,051% increase. This translates to an annualized return of approximately 15%, including a reinvestment of distributions into additional depository units. Comparatively, The S&P 500, Dow Jones Industrial, Russell 2000 indices, and Berkshire Hathaway Class A shares increased approximately 376%, 422%, 505%, and 672% respectively in the same period, which translates to an annualized return of approximately 7, 8, 9, and 10% respectively, including reinvestment or distributions into those investments. Now turning to highlights for the quarter. For the nine months ended September 30th, 2021, Indicative Net Asset Value increased by $1.8 billion to $5.4 billion, compared to $3.6 billion as of December 31st, 2020. Drivers include the performance of our investment funds, market value of our energy positions in CVR and Delic, the sale of PFC Metals, and the improvement of our own real estate operations within Icahn Automotive Group. As a reminder, the company uses Indicative Net Asset Value as an additional method for considering the value of the company's assets. and we believe that this information is more indicative of value than GAAP. For Q3 2021, net income improved by $566 million over the prior year period with a net loss attributable to Icon Enterprises of $148 million or $0.55 per LP unit. This compares to a net loss of $714 million or $3.14 per LP unit in the prior year period. Net income improved by $1.677 billion over the comparable nine-month period. The year-over-year improvement was driven mainly by better performance in our investment and energy segments. Adjusted EBITDA for Q3 2021 improved by $638 million to $88 million, compared to a loss of $550 million in Q3 of 2020. Year-to-date, the investment funds had a positive return of 8.8% compared to a negative 18.8% in 2020. Our performance reflects broad improvements, largely in our energy and consumer non-cyclical positions. At the end of Q3, the portfolio had a net short position of 11% comprising of equities being net long 9% and the credit portfolio being net short 20%. During 2021, we have returned to a more normalized hedging strategy as compared to 2020 when we were too reliant on broad market hedges. As a result of recent acquisitions, the investment segment successfully exited its Navistar position during the quarter and cloud area during October. Adjusted EBITDA attributable to ICON Enterprises in our energy segment increased by $178 million to $143 million for Q3 2021, compared to a loss of $35 million in the prior year period. Our petroleum business was positively impacted by higher throughput volumes and increased product crack spreads. While RIN pricing remains exorbitantly high compared to last year, lower RIN prices over the quarter resulted in a favorable impact due to mark-to-market adjustments. Our fertilizer business continues to benefit from very strong pricing for ammonia and UAN, which have more than doubled from a year ago. These dynamics are driven by higher crop prices driving demand and very tight fertilizer supplies due to heightened turnaround activity, downtime related to Hurricane Ida, and global energy shortages. At this point, I'd like to take a moment to comment on CVR's energy transformation efforts. While we believe fossil fuels will certainly be necessary for many years to come, we recognize that renewable fuels are the future. For this reason, CVR began exploring utilizing excess hydrogen capacity at its refineries for renewable diesel production nearly two years ago and has invested nearly $150 million since then on these initiatives. CVR is uniquely positioned in renewable fuels, given its transportation and logistical connections to the Farm Belt. The company intends to be at the forefront of this green revolution and has made progress on several fronts. First, The previously announced conversion of the Winnie Wood Refinery to renewable diesel production using soybean oil is scheduled for startup in April of 2022, with annual production slated at 100 million gallons per year. By Q4 2022, CVR also intends to build out a $60 million pretreatment unit for processing a variety of alternative feedstocks, including corn oil, animal fats, and used cooking oil. These have lower carbon intensity and generate higher low-carbon fuel standard credits in soybean oil. Renewable diesel process design work is also being evaluated at the larger Cofferville facility, where expected capacity may reach 150 million gallons per year, with the added option to produce up to 25 million gallons of renewable aviation fuel. In addition to these initiatives, since 2013, UAN has been capturing CO2 from the production of ammonia fertilizer and sequestering it through a partnership for enhanced oil recovery. It is now progressing efforts to monetize these activities through 45Q tax credits. In conjunction with these numerous activities, CVR is currently evaluating breaking out the renewables business as a separate entity. This creates strategic optionality, including the opportunity to access a greater pool of investors and financing. Our auto segment has improved adjusted EBITDA by $72 million on a year-to-date basis versus 2020. Our services team continues to outperform and is improving customer margins and core operational performance. The parts business is in its early stages of executing a comprehensive set of productivity initiatives. As part of our transformation efforts, the Icon Automotive Group team has aggressively leased out underutilized real estate locations and has over 131 new lease contracts signed or in advanced negotiations. Our auto services business competes in a fragmented industry with annual revenues of $246 billion. Over 50% of the industry is made up of smaller chains and independent operators. We believe this industry is ripe for consolidation, and we are well positioned to actively participate as a buyer or seller. The age of the car park, increasing vehicle complexity, and high barriers to entry provide the optimal opportunity for the auto services business to leverage its large national footprint of over 1,000 company-operated locations and over 800 franchisees. Our historic brands, strong balance sheet, and leading position with fleet operators gives us a strong competitive advantage to win in the marketplace. In addition, many of our locations provide the flexibility to offer dedicated bays for electric vehicle services, giving us an early-movie advantage in this rapidly-growing market. On October 27, 2021, we entered into a definitive agreement to sell our PSE Metals business for a total consideration of approximately $290 million, subject to customary working capital adjustments and including indebtedness that will be repaid at closing. The transaction is expected to close in the fourth quarter, and should result in a gain of approximately $154 million over our Q3 book value when including working capital adjustments. Additionally, we retain ownership of a valuable riverfront real estate asset, which we'll seek to redevelop in the future. Finally, IEP closed the quarter withholding company cash and investments in the funds of $5.9 billion, providing us with significant strategic flexibility. With that, let me turn it over to David.

Thank you, Eris. I will now discuss overall IEP results, segment highlights, and our balance sheet. IEP's overall performance on a revenue-adjusted EBITDA net income basis is up strongly in Q3 and Q3 year-to-date versus prior year. I'd refer you to the chart on the upper right, which shows the year-over-year improvement on adjusted EBITDA attributable to IEP, which for the quarter is $638 million and for the year $1.9 billion. This page It shows a breakout of our performance by operating segment, showing a year-over-year comparison of net income and adjusted EBITDA attributable to IEP for the quarter and year-to-date. As you look through the companies, with only one or two exceptions, we've improved in Q3 and Q3 year-to-date on a year-over-year basis in each one of our segments. The investment funds have had a positive 8.8% return for year-to-date Q3, with a slightly negative return of 1.8% for Q3 2021. Both figures are up considerably from 2020 performance, which had negative returns of 18.8% and 11.8% in the comparable prior year periods. Long positions had a negative performance attribution of 1.6% in Q3 2021, while short positions and admin expenses drove a negative performance attribution of approximately 0.2%. Since inception in November 2004 through the end of Q321, the investment fund's gross return is approximately 87.9% or 3.8% annual. The investment funds had a net short notional exposure of 11% at the end of Q321 compared to a net long notional exposure of 5% at the end of Q221. Our investments in the funds was approximately $4.6 billion as of September 30th, 21. And now to our energy segment. In Q3 21, our energy segment reported net sales of 1.9 billion compared to 1 billion in the prior year period. Consolidated adjusted EBITDA was 243 million for Q3 21 compared to a loss of 39 million in Q3 20. Total throughput was approximately 211,000 barrels in Q3 21 compared to 201,000 in Q3 2020. Q3-21 refining margin per throughput barrel was $15.03, compared to $5.47 in the prior year. Increased crack spreads, higher throughput volumes, and a favorable mark-to-market adjustment on open RINs position contributed to the improvement in refining margins. CVR partners reported Q3-2021 EBITDA of $64 million, compared to $15 million for Q3-2020. Higher crop prices and very tight fertilizer supplies are driving record product pricing. As Eris mentioned, CVR plans to begin renewable diesel production at the Winningwood Refinery in April of 2022. Now turning to our automotive segment. The automotive segment's Q321 adjusted EBITDA was $14 million compared to $6 million in the prior year period. Performance has been driven by our services BU, which is experiencing performance gains due to improved operations and gross margins over a prior year. Our parts business remains a focus of improvement efforts. Core gross margin performance is improving due to pricing and customer profitability management. Operational efficiencies remain a large opportunity and a key focus area, but are not yet reflected in the Q3 results. We are beginning to see the results of a multi-quarter effort to improve the returns on owned real estate in IAG through an aggressive program to release underutilized space. The team has successfully negotiated over 104 leases this year, with benefits starting to accrue in Q3 and ramping up through 2022 and 2024. Now turning to our food packaging segment. Q3 2021 net sales decreased by $1 million, or approximately 1%, and adjusted EBITDA attributable to Icon Enterprises was $11 million for Q3 2021 compared to $12 million for Q3 2020. Vizcase has actively worked with its customers to adjust product pricing to offset inflation and raw materials and distribution costs. The Q3 financials show the beginning of this improvement, though we anticipate an imbalance throughout Q4 and Q1-22 as our customer pricing lags and will take effect later through this year. An aggressive productivity program is under development to reduce operating costs, with a heavy reliance on automation and factory performance improvements. And now to our metal segments. Q3 2021 net sales increased by 61 million, and adjusted EBITDA increased by 4 million compared to the prior year period. Volumes and prices continue to be strong, driven by high demand from steel mills and robust scrap steel pricing. And now to our real estate segment. Q3 2021 net operating revenues increased by 9 million compared to the prior year. Adjusted EBITDA for the quarter was 2 million compared to earnings of 5 million in the prior year period. Our financials continue to show the impact of a major tenant exit in 2020 within our leased properties. With renovations and upgrades now complete, our real estate team is in active discussions with multiple parties to improve overall occupancy rates at this location. Our development properties, however, continue to perform with strong demand for new units in the market. Now turning to our home fashion segment. Q3 2021 net sales decreased by $2 million compared to the comparable prior year period, primarily due to a decrease in face mask sales due to the reduced impact of COVID-19 pandemic. West Point's adjusted EBITDA was a net loss of $1 million for Q3 2021 and earnings of $4 million for Q3 2020. Of note, supply chain challenges have compromised West Point's ability to deliver contracted volumes to the U.S. market. Its current order backlog stands at approximately $28 million, which will convert into revenues as and when shipping can be arranged. Now turning to our pharma segments. We started to consolidate the results of EVUS beginning in December of 2020 within our new pharma segment. Q3 2020 net operating revenues were $19 million and adjusted about $1 flat for Q3 2021. Now I'll discuss our liquidity positions. We maintain ample liquidity at the holding company and at each of our operating subsidiaries to take advantage of attractive opportunities. We ended Q321 cash, cash equivalents, and our investment in the investment funds and revolver availability tolling $7.1 billion. Our subsidiaries have approximately $688 million of cash and $43 million of undrawn credit facilities to enable them to take advantage of attractive opportunities. In summary, we continue to focus on building asset value and maintaining ample liquidity to enable us to capitalize on opportunities within and outside our existing operating segments. Thank you. Operator, could you please open the call up for questions?

If you would like to ask a question at this time, please press star, then the number one on your telephone keypad. To withdraw a question, press the pound key. Your first question comes from the line of Dan Fannin with Jefferies.

Thanks. Good afternoon. I wanted to just talk about the differentiation in the hedging strategy. I believe you mentioned this year is slightly different than what you've done in the past. If you could just expand a bit. I think macro hedges before just want to get into the specifics of what is actually different.

Well, I'll give you some idea just to give you some context. I mean, if you look at the first quarter and second quarter of last year, we were net short 73% and 48%. Year-end last year, we're net short 52%. So we had significant broad market hedges in place in 2020. Those have come down significantly while we are still a hedged company and continue to hedge as part of our strategy, as part of our activist strategy. It's a much more formulaic approach that is – focused on single names and industry hedges more so than it is on broader market hedges than it was in 2020.

Got it. And then the difference between credit, where you're short in the credit side, is that still through CDS or are there other, is it? more specific industry stuff or other things, just trying to differentiate between equity and credit within that strategy?

Yeah, the credit position is primarily CMBX. We have increased our position a little bit over the last year, but the majority of the credit position is a CMBX position, portfolio position.

Okay. And then just on the auto market, segment and the real estate optimization. Thanks for the stats around the leases that have been signed. But any update or what's left in terms of what is still vacant or how much progress has been made in terms of what was the peak in terms of vacancies versus kind of where you sit and, as I said, what's kind of left to still potentially rent out?

Sure. So when we take a look at the, there's approximately 216 properties that we own that we've been focusing on throughout really 2020 and 2021. When we take a look at what's left right now in terms of vacant properties or properties that are undervalued and we're actively seeking to release, it's about 56. 56 versus the 216, you cross your fingers, we're getting close to the end line, although the last ones are always the toughest ones to actually get leased out.

Understood. And I know you're limited on what you can say around the Southwest transaction, but I was curious if this would be part of your energy segment or as you think about the successful completion of that at a later date, would that be a separate new subsidiary or is there some strategic benefit to existing parts of the ICON portfolio?

I think as a general rule, it would become part of a segment, a wholly owned segment if we own more than 50% and control it. But beyond that, I'm not going to comment.

Okay. All right. Thank you.

Your next question comes from Andrew Burke with Post Advisory Group.

Thanks, guys. If we can just go back to the investment portfolio. Excuse me. On your short exposure, can you break out how much is short equity versus short credit? I think at the end of last quarter it was 83% short equity and like 20% short credit. Or do we need to wait for the queue to get that?

No. Last quarter, I think we were not at 86%. I think we were 24% long in credit. Sorry, long in equities and about 18% short in credit. This quarter, we're about 9% long in equities and about 20% short in credit.

Okay.

And with the change in the approach on credit, automotive, can you just give us a better sense of how each of those valuations were determined? I'm assuming you probably were taking a multiple for the services and the parts business, but then on the real estate, just help us get a better understanding of how you came up with that point.

Sure. And you're referring to the net asset value?

Yeah, the net asset value, as you guys reported, since you broke it down into three pieces.

Yep. Services and the parts group have been valued at a book value basis. Certainly, if those mature and get closer to some form of transaction, we might reevaluate how we're doing that. But the real estate portfolio is evaluated, frankly, much more on a real estate appropriate method, looking at discounted cash flows, fair market values on a property-by-property basis, and cap rates. All of the details are spelled out in a fairly lengthy footnote in the earnings release. The only thing that was valued differently was the real estate, given the substantial change, and that's done on the real estate logic.

Okay, and you said you had 56 properties remaining out of 200 and how many?

216? Yep.

Okay, and you would hope to get those leased out over, should we be thinking six months, nine months, a year?

I hesitate to give you a date. Certainly, my own desire is as soon as possible, but oftentimes it is a very location-by-location specific marketing plan. So certainly think of Q4, Q1, Q2 as the optimal window to do that in, but we can't commit to that, obviously.

Okay. At the holding company, on a sequential basis, I believe your cash was down by about $300 million or so? Can you just give us a sense of where that capital went, what that was deployed for?

Sure. There are always puts and takes, and when we take a look quarter to quarter, it's moving within what we'd consider to be a normal range. I think the only notable item in Q3, we had an external facility at the automotive group, roughly $375 million. We removed that facility, which was an external one, and we put our own cash into that as debt. We didn't do that because, frankly, we wanted to, but the fees that we were being charged just seemed in excess of what's reasonable. And as we get through the transformation and have distinct audited financials for each segment, we'd certainly look to get a more market-appropriate external debt sometime in 2022. Does that help, Andrew?

Yeah, it just turns into an inner company that you get paid back. You'll get paid back over some period of time. I guess that's the way to think. Okay, and then lastly, with respect to PSC, congratulations on the sale. $290 was the number listed, and I think it was a bit of an earn-out to go with that. Can you give us any sense of what the net proceeds will be to you guys? I'm not sure if there's tax leakage on that or whether losses mean the $290 is kind of you're going to get all of it.

In terms of cash proceeds, $290 is the deal value, and then there's a working capital adjustment. that will work through the system over the next several months until closing. But we estimate it's plus or minus in the 300 to 305, 310 range.

Will it be the cash you'll receive and we don't have to think about tax leakage there?

Our estimate right now is it's a relatively de minimis cash tax issue, half a million dollars or so.

All right, perfect. Appreciate it, guys. Thank you very much.

You're welcome. Thank you.

Your next question comes from Shapen Mecham with Northeast Investors.

Hi, guys. Thanks for taking my question. This is regarding this case. I noticed just on the sales side, they've seen down slightly versus last year and also versus last quarter. And I'm assuming that's about volumes and wondering if there's any color you can provide on that. Is that sort of like a temporary COVID-related issue? that maybe can be made up for, or is it more of like a sustainable decrease in end demand?

Well, VivCase is an unusual company in terms of their volume during COVID went up. There was a premium placed on sausage and similar products. So volumes last year were really at what we consider to be a peak volume. This year, you don't have the benefit of that headwind, and we have a maintenance issue, a planned maintenance activity where we've had to take a line down in one of our plants in Arkansas, which is reducing our overall volumes. So I would treat it as, I'm sorry, in Q3, taking down overall volumes. So I would take a look at a headwind that's not going to repeat in terms of COVID bump last year. as well as more of a maintenance issue that's reduced in Q3, and we'll be getting that lineup over the course of Q4 and Q1.

Great. Thanks. And then just anything else on the pricing? I mean, I know you talked about it. It sounds like it's going to be a first half of 2022, get some price increases through. I mean, are customers receptive to that, understanding what everyone's going through with input cost increases?

I'll put it this way. It's a grieving process. We're dealing with core raw material, commodity increases, and distribution costs. And many of our contracts, unfortunately, were not structured to contemplate this degree of inflation that we're feeling. So surcharges have gone into place. We're talking customer by customer about the appropriate increase that we can get through this year, but given the raft of contract expirations, really through Q4, Q1, Q2, and a little bit of Q3 next year, we would expect our pricing to start to snap back into line with what is really appropriate given our cost position.

Great. Thank you so much. Appreciate it. You're welcome.

There are no further questions at this time. I'll now turn it over to Aris Gajin for the closing remarks.

Well, thank you for attending our Q3 earnings call today. We very much enjoyed the time, and we look forward to regrouping once again for our Q4 results in three months' time. And with that, I'd like to wish everyone a happy afternoon.

This concludes the conference call. Thank you for participating. You may now disconnect.