Koppers Holdings Inc.

Good morning, ladies and gentlemen, and thank you for standing by. Welcome to Copper's fourth quarter and full year 2023 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, this event is being recorded. I will now turn the call over to Quinn McGuire. Please go ahead.

Thanks, and good morning. I'm Quinn McGuire, Vice President of Investor Relations. Welcome to our fourth quarter and full year 2023 earnings conference call. We issued our press release earlier today. You may access it via our website at www.coppers.com. As indicated in our announcement, we have also posted materials to the investor relations page of our website that will also 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 May 28, 2024. At this time, I would like to direct your attention to our forward-looking disclosure statement seen on slide two. 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. References may also 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 of Coppers, and Jimmy Sue Smith, Chief Financial Officer. I will now turn this discussion over to Leroy.

Thank you, Quinn. Good morning, everyone. It's a pleasure to be with all of you today and to have the honor of reporting on another year of strong performance for Coppers. Thanks to the diligence, hard work, and energy of our team worldwide, once again, we delivered record results, both in the fourth quarter and for the full year, across a number of different categories. Our strategy to expand and optimize our unique vertically integrated business model serving key infrastructure markets positions Coppers for continued growth and profitability, as well as cash flow generation. I'll begin with a summary of key metrics for the fourth quarter seen on slide four. Consolidated sales of $513.2 million, a fourth quarter record compared with $482.6 million in the prior year. And this represents the ninth consecutive record in current quarter sales. We generated adjusted EBITDA of $53.9 million, a record quarter compared with $52.1 million in the prior year quarter. And this was the sixth consecutive current quarter record. Our adjusted EBITDA margin was 10.5% versus 10.8% in the prior year quarter. But for an increase in our bad debt reserve in Q4 2023, we would have finished the quarter at an adjusted EBITDA margin of 11% on the nose. Fourth quarter diluted earnings per share was 59 cents compared with 65 cents per share in the prior year quarter, while adjusted earnings per share for the quarter were 67 cents compared with $1.09 in the prior year quarter. The combination of the after-tax effect of the previously mentioned bad debt reserve and a higher-than-anticipated tax rate had a $0.09 per share impact on our quarterly EPS. Slide 5 outlines our four-year key metrics for 2023, starting with record consolidated sales of $2.15 billion, marking the first time in our company's history that we exceeded the $2 billion mark in sales in the fifth straight year of record sales, up from $1.98 billion in the prior year. We achieved record operating profit of $195.2 million compared with $137.7 million in 2022. Adjusted EBITDA was $256.4 million, which was the eighth consecutive record year in profitability, up 12.4% from $228.1 million in the prior year. This was the ninth straight year of achieving year-over-year improvement in EBITDA. Adjusted EBITDA margin for the year was 11.9% compared with 11.5% in the prior year. Diluted earnings per share were $4.14, the second highest diluted EPS from continuing operations in the company's history, up from $2.98 in the prior year. Adjusted earnings per share of $4.36 was a record, compared with $4.14 in the prior year. We generated a record operating cash flow of $146.1 million in 2023, up from $102.3 million in the prior year. This represented the fifth consecutive year of delivering operating cash flow of greater than $100 million, It is even more impressive given that we spent $42 million more on cash interest and taxes in 2023 compared to 2022. Our net leverage ratio came down to three times at year end 2023 compared with 3.4 times at the prior year end. Jimmy Hsu will provide more details on that in her remarks. Additionally, 2023 marked our second best yearly safety rate, And Copper's was named the Newsweek's most responsible companies for the third straight year and to USA Today's first ever list of America's climate leaders. We're very proud of all the accomplishments we were able to realize in 2023, including record-setting stock price performance as Copper's share price increased 82% over the year. And we reached new all-time highs in price, market cap, and enterprise value. In short, I would describe 2023 as the best all-around year in Copper's history as we pushed the bounds of performance in just about every conceivable category. For all the feel-good emotions about 2023, we recognize that there is no off-season at Coppers, and we're already geared up for 2024. In that vein, we announced earlier this morning, as shown on slide 7, that Coppers has signed an agreement to acquire substantially all the assets of Brown Wood Preserving Company, which manufactures and sells pressure-treated wood utility poles for approximately $100 million in cash. The acquisition aligns with our plans to grow our utility pole treatment business through both organic and inorganic means. Headquartered in Louisville, Kentucky, and with operating locations in Kennedy, Alabama, and Matheson, Mississippi, this transaction offers Copper's additional assets to serve markets in the Midwest and Southeast regions of the United States. On slide 8, we highlight the strategic rationale for the acquisition of Brownwood, which is pretty straightforward. We need more assets, and Brown has them. Not only that, but a good portion of the assets are new and recently installed. By the time we close sometime in the second quarter, they will be close to having a new peeler and dry kiln online after having added drying and treating capacity in 2022. In total, we'll be increasing our peeling capacity by close to 50%, our drying capacity by over 40%, and our pole treating capacity by approximately 50%. The 2024 exit run rate for Brownwood should approximate $100 million of top-line sales with the ability to take it even higher with little to no additional investments. Add in synergies, and we can see this acquisition easily adding $25 million or better of EBITDA to our results by 2026. For this year, given the uncertainty of the exact timing of the closing, the new assets coming online, and our cost of integration, we'll be modest in our contribution expectations for 2024, which we'll provide at closing. But as mentioned in the separate press release announcing the signing, we believe that Brownwood can add between $15 to $25 million to our 2025 target adjusted EBITDA of $300 million and will certainly be accretive in the first full year of ownership. I can't stress enough how bullish we are on this market, and you can expect that we'll continue to dedicate a healthy portion of our growth capital to the utility pool market over the next several years. Moving on to a brief review of our continuing zero harm efforts, as noted on slide 10, the primary focus in 2023 was rolling out zero harm 2.0. This is a comprehensive program to re-energize the zero harm level of engagement at the front line of operations to accelerate our progress towards zero. One specific example of a win in that arena is a 72% year-over-year decrease in the total recordable injury rate in our UIP business, attributable to enhanced training and a focus on our life-saving rules, which had been delayed as a result of the COVID-19 pandemic. Compared to prior year, we saw a 50% increase in 2023 in leading activities, defined as steps meant to enhance awareness and practice of measures designed to avoid and eliminate injury. Overall, 23 of our 45 operating facilities worldwide worked accident-free for the fourth quarter of 2023 with zero recordable incidents in CM&C Australasia and PC Europe. While zero harm activities can never slow down or stop, we take pride in the fact that our total rate of recordable injuries in 2023 decreased by 11% compared with the prior year and finished the year only slightly higher than our best ever rate, which was achieved in 2018. On slide 11, I want to recognize some of the unsung heroes of our company. This past November saw our third annual Zero Harm Truck Driving Championship competition held in Pittsburgh, which brought together top professional drivers from around our company to compete and display their skills. Competitors were selected based upon their adherence throughout the year to Copper's safe driving principles as evidenced by their top-tier performance measured by our safe driving metrics. Congratulations to the top drivers and award winners, Bill Bailey of Copper's Recovery Resources in first place, Mike Fogarty of UIP in second place, and Andy Hutto of UIP in third place. Now we'll turn the discussion over to our Chief Financial Officer, Jimmy Sue Smith.

Thank you, Leroy. Earlier today, we issued a press release detailing our fourth quarter and year-end 2023 results. My comments this morning are based on that information. On slide 13, we had record consolidated fourth quarter sales of $513 million, up $30 million or 6% over the prior year quarter. By segment, RUP sales increased $23 million and 12%. PC sales increased $23 million and 17%. while CM&C sales decreased $16 million, an 11% from the prior year quarter. As seen on slide 14, full-year 2023 consolidated sales were a record $2.15 billion, an increase of $174 million, or approximately 9% over the prior year. At the segment level, RUP sales increased by $110 million, or 14%, PC sales increased by 92 million, or 16%, and CM&C sales declined by 27 million, or 4.5%, compared to the prior year. On slide 15, adjusted EBITDA for the fourth quarter was 54 million, resulting in a 10.5% margin. By segment, RUPS generated adjusted EBITDA of 21 million, with an approximately 10% margin. PC delivered adjusted EBITDA of 29 million, an 18% margin, and CM&C reported adjusted EBITDA of 4 million with a 3% margin. Slide 16 shows record adjusted EBITDA for the full year of 2023 of 256 million, resulting in an 11.9% margin. By segment, RUFS generated adjusted EBITDA of 84 million with a 9% margin. Our PC segment had adjusted EBITDA of 123 million with an 18% margin, while CM&C provided adjusted EBITDA of $49 million, with an 8% margin for the year. On slide 17, our RUPS business reported record fourth quarter sales of $216 million, compared to $193 million in the prior year quarter. The sales increase was largely due to $16 million of pricing increases across multiple markets in the United States, and increased volume for Class I cross-ties, partly offset by decreased volumes for utility poles. Market prices for untreated cross-ties remain high, but are stabilizing. Adjusted EBITDA for ROPS, also a record for the fourth quarter, was $21 million, compared with $13 million in the prior year quarter. Profitability increased due primarily to net sales price increases to recruit higher raw material and operating costs and improved plant utilization. The margin improvement in RUPS continues to reflect the strength of our utility pole business, where the EBITDA margins are substantially higher than for our Thai treating business. On slide 18, our performance chemicals business delivered fourth quarter sales of 164 million, compared to 141 million in the prior year quarter. This can be attributed to global price increases of 15 million, or 11%, primarily in the Americas for copper-based preservatives. Volumes increased by 6% globally, including in the Americas. Adjusted EBITDA for PC came in at $29 million for the quarter, compared with $18 million in the prior year quarter. Profitability improved on price increases implemented to recoup higher raw material and operating costs experienced in 2022 and 2023, as well as on higher volumes. We are pleased that with these price increases, EBITDA margin for this segment returned to more than $132 million compared to $149 million in the prior year quarter. This decline was driven by reduced market pricing totaling $25.5 million across most products, including carbon pitch, where prices fell approximately 24% globally. These losses were partly offset by higher carbon pitch volumes. Adjusted EBITDA for CM&C in the fourth quarter was $4 million compared with $21 million in the prior year quarter at lower prices and at $2.8 million in bad debt reserves were partly offset by lower raw material costs and increased volumes, mostly in Europe. Sequentially, the average pricing of major products is down 3% and average coal tar costs are 4% higher. Compared to the prior year quarter, the average pricing of major products is down 14%, while average coal tar costs are down 3%. Moving on to capital allocation, as shown on slide 21, we generated a record operating cash flow of $146 million in 2023 and finished the year with net leverage of three times, for the first time in about 10 years. We continue to pursue a balanced approach to capital allocation with $116 million invested back into our business and $25 million returned to shareholders through dividends and share repurchases. We also reduced our net leverage by $11 million in 2023, ending the year with $774 million of net debt and $330 million in available borrowing capacity at December 31st. While we remain committed to our long-term target of 2 to 3 times net leverage ratio, the first and second quarters are typically periods of net borrowing as we build working capital in our typical business cycle. This cycle, combined with borrowings for the acquisition of Brownwood announced this morning, will drive higher net leverage in the mid to high threes through the first half of 2024. On slide 22, total capital expenditures in 2023 were $120.5 million growth or $116 million net of cash proceeds. We spent $58 million on maintenance, $15.5 million on zero harm, and $47 million on growth and productivity projects. By business segment, we spent $50 million on RUP, $15 million on PC, and $51 million on CM&C, with $5 million spent on corporate projects. On slide 24, As announced on February 14th, our Board of Directors declared a quarterly cash dividend of 7 cents per share of Copper's common stock. This dividend will be paid on March 25th to shareholders of record as of the close of trading on March 8th. At this planned quarterly dividend rate, which is subject to review by the Board of Directors, the annual dividend will be 28 cents per share for 2024, a 17% increase over the 2023 dividend. And with that, I'll turn it back over to Leroy.

Thanks, Jimmy Sue. Next, let's discuss the notable happenings around the company. As seen on slide 26, we were pleased to announce the addition of Nish Vartanian of MSA Safety to our Board of Directors earlier this month. Just last week, Nish announced his retirement from MSA in May of 2024 after serving as the CEO of the global leader in advanced safety products, technologies, and solutions since 2018. MSA has made great progress under Nish's leadership, including national recognition as one of America's best managed companies by the Wall Street Journal and one of America's greenest companies by Newsweek. There are many companies that would be thankful to have Nish on their board. I'm ecstatic that he chose to accept our offer to join the Coffers Board and look forward to adding his insight and experience to the mix. On slide 27, we see that at the start of the new year, we announced that Jim Sullivan was named President and Chief Operating Officer of Coffers. Jim has served as Executive Vice President and COO since January of 2020 and has been with Copper since 2013. And in that decade, he's contributed significantly to the transformation of the Coppers you see today, leading the restructuring of our CM&C business, uniting operational leadership across all of our business units, and advancing our strategy to expand and optimize our core business segments across key infrastructure markets. As President, Jim will continue doing what he does best, which is fighting for every bit of value that Copper has earned, getting the most out of our asset base and putting us in the best competitive position in our markets. In addition, he'll play a continuing role in the development of our 2030 strategy, which is underway today. My role as CEO remains unchanged with a continued focus on further driving shareholder value, which includes setting our corporate strategy and capital allocation priorities, advancing our people first culture and maintaining and building key stakeholder relationships. I'm happy to recognize Jim's accomplishments and unwavering leadership and support with this well-deserved promotion. While he is not participating on today's call, you'll hear from Jim from time to time on future calls as we look to provide you with greater context on our progress. Slide 28 shows our leadership transition plans that were announced in early January that will take place over the course of 2024. Jim Healy, vice president of our UIP business, will retire at the end of 2024 after a stellar 40-year career with Coppers. Starting July 1st, he'll serve as Special Assistant to Jim Sullivan and be actively involved in making sure the UIP leadership transition is a smooth one. Jason Bock will take on the role of UIP Vice President effective July 1st, moving on from his current role as Vice President of North American CMC. Jason will be responsible for continuing to grow UIP by strengthening customer relationships, growing market share, optimizing production, and promoting safety and sustainability. Brett Johnson, an 11-year Copper's veteran, will step into the role of running our North American CMC business as its vice president, effective July 1st. Brett formerly led the commercial organization of North America CMC for the past 18 months and will now also assume responsibility for production, logistics, and the financial performance of CMC across North America. Jason and Brett are shining examples of the team we have of extremely capable individuals at Copper's, individuals who continue to be excited to expand their scope of influence and responsibility. And it's always sad to say goodbye to a good friend like Jim Healy, who has given so much to our organization. But it's also fun to see emerging leaders grab their opportunity to contribute to our continued success. I wish Jim all the best in his well-deserved retirement and assure the investment community that our businesses remain in good hands. In the last couple months, I had the pleasure of visiting a number of our facilities, both in Australia and the U.S., as seen on slide 29. In Australia, I spent time with Richard Lyons, our Vice President of CM&C Australian Operations. Nick Moretti, our operations manager, and Richard Bennett, who leads our coppers utility pole business. As always, I learned a lot by talking with employees at our Sydney office, as well as our production facilities located in Mayfield and Longford. We have a top-notch team in Australia that doesn't get near the credit they deserve. While I think they actually like flying under the radar, I do need to call out the fact that our Australian seam and sea business has had two straight record years of performance, while also showing improved safety metrics over that timeframe. And our pole business continues to turn out consistent results year after year. My thanks go out to the entire Australian team for all of their efforts. In the U.S., I visited UIP facilities in Leland, North Carolina, Utahville, South Carolina, and Vidalia, Georgia, along with our PC plant in Rock Hill, South Carolina, and our RPS location in Florence, South Carolina. It was a great week, highlighted by my interactions with the team members at each location, while also getting a chance to see where we've put a lot of money to work over the past year. From our new micronizing mill in Rock Hill to our new kiln in Leland, from our new tie grinding operation in Florence to our new rolling stock in Utahville and Vidalia, I even got to spend time meeting with several team members that we will highlight on social media. It's people like Julianne Gilmore, Sharon Luttrell, Aria Young, Mario Franks, and Rob Pringle that make Copper's a special place to work. By 30 shows that Copper's earned recognition from Newsweek Magazine as one of America's most responsible companies for 2024, which is the fourth consecutive year. We placed 124th out of 600 finalists and 13th out of 51 companies in our materials and chemicals category, which is a significant improvement over our 2023 result and indicative of our continued progress in making positive societal impacts. I'm also pleased to say that Coffers was highlighted in the Wall Street Journal showcasing our utility pole treating facility in Vidalia, Georgia. Thanks to Jim Healy, our UIP business leader, and Brad Singleton, our Vidalia plant manager, for hosting the visit. and providing the pertinent details of all that we do behind the scenes to help the utility and telecommunications industries get power and information to people throughout the nation. The article highlighted the favorable backdrop of infrastructure investments and how the macro trend of electrification and the need to harden the grid is driving demand for more poles and larger poles. We recently commissioned an external market assessment which supports the continued health of the utility industry and estimates the overall North American market opportunity at approximately $2.5 billion today and growing to approximately $3.5 billion by 2028. We currently have a little less than 10% market share, but with our expansion into Texas and the acquisition of Brownwood, this would put us in a low to mid-teen share with still a lot of potential for both organic and inorganic growth. Now on to a review of each of the businesses. I'll start with Performance Chemicals on page 32. 2023 was obviously a very strong year as our PC business hit new highs in both sales and EBITDA. As we entered the year, we projected that this business would do well, mostly predicated on cost recovery from our customer base through higher prices that went into effect on January 1st of last year. We figured that our industrial business would continue to grow, which it did by 6%, and that our overall residential share would remain relatively the same, but with some volume shifts among our customer base. Because our customers were relatively pessimistic on volumes going into the year, we were modeling a 5% to 10% pullback, which never happened. The analysis can get a little muddy, but by our best estimate, we actually saw residential chemical volumes increase from our base customers by approximately 8% over 2022, which drove results even higher than originally expected. Factor in $75 million of price, offsetting most of the cost increases we experienced in 2022, plus another great year from our South American region, and the result is $123 million of EBITDA. We believe we can top that performance in 2024 based upon a model that shows flat residential volumes and minimal price impact. The improvement is expected to come from a number of little things. On the sales side, we had a new top 10 customer come online in 2023 that didn't really begin ramping up until early Q2, so we'll see some additional benefit in 24 from the annualization of that business. Also on the sales side, we again expect to see about a 5% volume increase in our industrial preservative business as a result of the annualization of new business captured in 2023, and a continued strong market for poles and piling. On the cost side, we expect to improve our cost position as our new MicroPro grinding mill comes online, which will bring some of the higher costs of outside grinding back in-house. For the year, we should see flat sales in PC as gains in the U.S. are offset by a slight sales decline internationally. On these flat sales, we should see margin accretion and full-year adjusted EBITDA increase by $7 million to approximately $130 million for the year. Looking beyond this year, at our recent board meeting, our board approved a capital project to build CCA treating capacity in Brazil to support the growth and performance of our business in that region. For less than a $10 million investment, we will fund continued growth that should result in a payback of less than three years. Moving on to our utility and industrial products business shown on page 33. Like our PC business, UIP also had a record year in sales and EBITDA in 2023. While PC was a volume and cost recovery story, UIP's was cost recovery and superior operating performance. In a market that remains hungry for product, we were able to continue to command strong pricing and margins. Dry product remains the bottleneck and we weren't helped by losing one of our dry kilns to fire in April of last year. But thankfully, We have a strong supportive network of suppliers that helped us through that period. Plant performance was also at its strongest in 2023 as several investments made in 2021 and 2022 really began demonstrating their full benefits as productivity in our operations improved at every step of the process. From peeling and framing to drying and treating, our ops team had an incredible year. And once again, our Australian pole business posted another very strong year and continues to chug along at a consistent pace. In 2024, the long-term industry backdrop remains strong, although activity has been a little softer in the earlier part of the year as some customers try to sort out their budgets and timing of their federal infrastructure benefits. While the ability to gain more pricing is likely reaching them for the time being, we will see additive benefits this year from our Leesville, Louisiana location coming online to feed the Texas market. In addition, by the end of this quarter, we should have the remaining portion of 2.5 million additional cubic feet of drying capacity online, which will help our cost positions. We're also already working on doubling our capacity out of Leesville, which should be in place by year end 2024 in time to contribute to 2025 results. I already referenced the addition of Brown Woods assets, but have excluded any contribution from them in our 2024 expectations until we officially close and have greater clarity on costs and timing of benefits. As a final point about UIP, we're not including the impact of any elevated storm activity in our 2024 expectations, but that always remains a wild card. 2023 was a fairly mild year, and for the sake of those affected, we hope that 2024 will be as well. But note that we could see some additional volume for storm response if this year's storm season turns out to be more active. Our railroad products and services business is summarized on page 34. And while our RPS business performance has slightly improved in 2023, it still significantly lags our other businesses. $48 million of price increase helped, but still fell well short of covering the cost increases we've seen coming out of the pandemic. On the cost side, we continue to find ourselves limited in what we could do in operations due to the required effort needed to dig ourselves out of our perilous inventory situation brought on by the railroad's slow reaction to raise price in a competitive market in 2021. As a result, we've been burning overtime during the past two years and running a much less efficient operation, bringing in significantly higher volumes of green ties while doing significantly more bolting, which also reduces efficiency. On the plus side, we were able to reorganize our procurement operation, reducing headcount by almost a third while increasing our tie purchases by 28% over 2022. Last year was also the highest number of ties we treated since 2018 and represented the strongest profitability we've seen in our commercial business in at least five years. Lastly, it was a pretty good year in our maintenance away businesses and the best year we've had in our tie recovery business since we acquired it in 2018. We continue to see great interest in our customer base and helping them find a responsible solution to disposing of their end-of-life cross ties and expect that capability to continue to help us strengthen our overall tie business long term. As we look to 2024, we continue to work on recovering some price from a few remaining customers to partially offset the significant cost increases we've endured over the past several years. On the volume side, we're expecting about a 5% uptick from some additional business added. And on the cost side, we expect to finally begin realizing full cost synergies from the acquisition of Gross and James in October 22, now that inventory levels are getting to where they need to be, and we can begin scaling back tie sorting operations at a couple of our treating plants. We'll be getting greater benefits from our new North Little Rock facility once we can stop boltonizing later this year and decommission the old treating plant. We'll also gain greater operating leverage at our Summerville facility as Leesville begins pushing dry material their way for treatment and sale into the Texas pole market. Offsetting some of the benefits RPS expects to realize in 24 will be slightly lower maintenance away profitability and some creosote price benefit that will move to CM&C as that business unit has eaten the increased product costs over the past couple of years without passing it on to RPS. Overall, the RUPS business segment, rail and utility combined, is expected to finish 2024 at $96 million in adjusted EBITDA, which is $12 million higher than 2023 and will represent a new segment high if achieved. As has been the case the past few years, most of the gains are expected from the utility business, which has surpassed our rail business from a profitability standpoint. Finally, on to the CM&C business, which is summarized on page 35. 2023 was both challenging and disappointing. While we certainly didn't have expectations of repeating the record results of 2022 and reflected that in our early guidance, CM&C dealt with various issues throughout the year that exceeded our ability to absorb while maintaining our original profit estimates for this business. We believe that most of what we endured will turn out to be a blip on the radar while other factors are more systemic. Our biggest issues are in North America as Australia had a second straight record year performance. And while Europe's results were quite a bit lower than 22, nearly $15 million of that occurred in the back half of the year when the sudden drop in their tar markets got flushed through inventories. That reflects the typical cycle we go through in this business. And we now find ourselves in a spot in Europe where we're likely at the bottom and have already seen our profitability stabilize as we finished Q4. Not only that, but with the commissioning of our new enhanced carbon product facility in Newburgh in the fourth quarter, we're in a position to begin moving what used to be lower value distillate product into higher value pitch markets. Unfortunately, Australia won't be able to repeat 2023 due to a combination of price moderation and some higher input costs, but they will still have a very solid year in 2024. So on to North America. We did seem to have a confluence of events happening in our North American business that were reflected in a very tough fourth quarter results. We had raw material disruption with one of our suppliers that resulted in us having to substitute with higher cost imports. We had some customer credit issues that resulted in us increasing our bad debt reserve and losing some volume and throughput through the Stickney plant. We had some unplanned outages that resulted in higher repair and maintenance costs, and we continue to deal with a challenged thalic and hydride business that saw volumes drop by 19% in 2023. On the plus side though, our petroleum tar supplier is back online and supplying product again. And as we moved out of winter and into milder weather, plant performance is picking up and expenses will moderate. North America will also be getting some credit this year for some of the creosote cost increases that RPS was able to pass through to account for the higher costs that CM&C has endured over the past couple of years. While that's happening, we're going through a full reassessment of our phthalic business due to its prolonged and continued weakness and determining what changes need to be made longer term. I know there's a lot of near-term noise going on in CMC, but we believe that with all the pluses and minuses, we can keep EBITDA flat in 2024 on a lower sales number before taking results back into the $60 to $75 million range in 2025. Moving to our 2024 guidance, on slide 37, we expect to see consolidated sales growth of 4% to 5%, driven primarily from RUPS. Our sales forecast for 2024 is approximately $2.25 billion compared with $2.15 billion in 2023. We expect RUPS to see $160 million in top-line increase. PC sales are forecast to be flat year-over-year, and CMC sales are estimated to decrease by $60 million. On slide 38, as I've already articulated, we're maintaining our target of $275 million of adjusted EBITDA for 2024 with contributions coming from both RUPS and PC while CM&C stays flat. Once again, none of these projections include contribution from Brownwood, which we'll speak to once we close the transaction. In terms of how our adjusted EBITDA in 2024 will play out from a timing standpoint, our first quarter will not match up to last year's very strong Q1 as we flesh out some of the CM&C issues that we dealt with in Q4, while also dealing with the impact of the January cold snap that gripped the U.S. and impacted production at just about every one of our U.S. plants as well as several of our customers. Now, I know we only normally give annual guidance. I feel compelled to share our insight for the first quarter. Based upon January results, we know that it will not match last year for the reasons I just gave, in addition to last year's first quarter providing a very strong calm. February's tracking is expected, if not a little better, and we expect a strong March, but we won't make up for the tough January until we get beyond Q1. Therefore, we're expecting to start the year with Q1 EBITDA around the $55 million mark with quarters two, three, and four following a similar seasonal trajectory as years past. On page 39, adjusted EPS will once again see a nice bump from operations, which will be eroded somewhat by higher DNA and taxes. Overall, we expect to finish 2024 with another record year of earnings at a range of $4.60 to $4.80 per share, which would represent an 8% increase over 2023 at the midpoint. On slide 40, we anticipate that our capital spending will be approximately $100 million in 2024, $16 million lower than 23 spending on a net basis. Required spending on maintenance and zero harm is estimated to be just under $71 million, with approximately $29 million dedicated to our growth and productivity projects that will enable us to continue growing profitably beyond our $300 million in 2025. That capital will be funded by operating cash flow that we expect to generate of at least $150 million. Beside our dividend and some share repurchases we may do to offset share dilution, we're doing the work to prepare for the termination of our U.S. pension plan, which would result in a top-up contribution of approximately $25 million. If we follow through on that, it will likely occur in the fourth quarter. Now, before I move to Q&A, as illustrated on slide 41, I want to provide a quick scorecard of how we're tracking to our 2025 strategic plan goals as we find ourselves now officially 60% complete. From a sales standpoint, we said we would grow the top line at a 5% to 7% CAGR. After three years, we've grown sales from 1.67 billion to 2.15 billion, which equates to a CAGR of 9%. So we're tracking ahead on the sales side. From an EBITDA margin standpoint, we said we'd generate margins in a 13% to 15% range by the end of the strategy. We finished 2023 at approximately 12%, so we have some ground to make up, but certainly the bottom end of the range remains reasonably within our line of sight. From an operating cash flow standpoint, we said we would generate between $600 to $650 million over the five-year period. Through three years, we've generated $351 million, which means that we only need two more years at the same level as 2023, and we'll be at the top end of that range. From a net capital standpoint, we originally said we would need to spend $625 million over five years to get to $300 million. That number is now down to about $450 million, with about $300 million of it already spent, which means that anything spent above the $450 million should be added to our original target or be capital that will contribute to beyond 2025, such as the Brazilian CCA facility I mentioned earlier. It also gives us more flexibility to make key tuck-in acquisitions such as Gross & James and now Brownwood, which effectively displaced capital that we would have otherwise looked to add. All of that brings us to the conclusion that we're tracking well ahead of our 2025 target of $300 million in adjusted EBITDA, while projecting to spend approximately what we thought, only instead of it all going to CapEx, part of it's going to core M&A tuck-ins that will enable us to grow well beyond what we originally communicated. As I continue to say, the future looks bright at Copper's, and we're excited to continue to grow our presence and influence in the key core infrastructure markets that we serve. Now I'd like to open it up to questions.

We will now begin the question and answer session. To ask a question, you may press star then 1 on your touchtone phone. If you are using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star then 2. At this time, we will pause momentarily to assemble our roster. Our first question today is from Liam Burke with B. Reilly FBR. Please go ahead.

Good morning, Leroy. Good morning, Jimmy, Sue. Hey, Liam. Good morning. Leroy, generally, existing home sales are a good benchmark for demand in PC, and those numbers have been typically down, especially in the fourth quarter. you had strong volumes or increased volumes in the U.S. Is that a function of the addition of the new customer, or are your end markets holding up fine?

Yeah, Liam, yeah, we often talk about the fact that we do pay attention to existing home sales, certainly. And we do see those as typically a pretty good barometer of the business, but... But we're seeing things a little bit differently over the past year or so as existing home sales have struggled. And I think we've talked about on some prior calls where our belief is that when you look at the cost of product, where our product goes into treated lumber, that's a cost category or a category in the home improvement sector that is actually a good bit lower today than it was just a couple years ago. And a lot of the inflationary increases that we've seen happen over the past couple of years have stuck in some of these other categories that you have seen slowdowns in that whole home improvement sector. But treated wood, again, that has come down quite a bit because of the cost of lumber coming down. And therefore, it's a much more attractive category for people who might have deferred or delayed projects to now look at going ahead and putting it in place. The other thing that I think we continue to see is there's just an incredible backlog of projects that are still in the queue and contractors are working through that. We continue to see strong demand across our business. As I mentioned in my comments, that wasn't the expectation coming into the year. Our customer base All were giving us signals they thought that this year was going to be down a little bit, and it turned out to be basically the opposite. And so what we're hearing this year is everybody's sort of modeling flat volumes, and that's more or less what we have factored in other than, again, the annualization of some customer business that we did take on in the end of first quarter, early second quarter of last year.

Great. Thanks, Leroy. And then the Brownwood Preserving Acquisition looks like it worked very nicely into the Rupp business. Are there going to be significant integration costs, or do you think you can fold it into the operation? We're obviously going to incur some.

Yeah, we will incur some. I mean, it's in the heart of what we do, right? It's basically adding a couple plants into our network. You know, they do have a headquarters in Louisville with some individuals in place there. We're going through that and not really prepared at this point to talk about that. I'd say just wrapping it all together in terms of timing, you know, happening somewhere in the second quarter, some of their capacity that they're finishing up coming online right around that time. as well as what I'd say were probably modest integration costs. I can't imagine them being too high, but all that wrapped together, we don't want to give expectations of a significant impact in 2024, but certainly as we exit 2024 heading into 2025, we would expect that we'd see the type of contribution that was disclosed in the release, which takes our 2025 target of 300 to somewhere between 315 to 325. And we don't think that's the end. I mean, we think that there's actually some more opportunity beyond that. But we're not ready to give integration cost estimates at this point, Liam, but we don't expect it to be too much.

Great. Thanks, Leroy.

Yep.

The next question is from Gary Precipino with Barrington Research. Please go ahead.

Good morning, all. Several questions here. First of all, Jimmy Hsu, with the level of leverage you have now, absent what you got to take on for the acquisition, it looks like Q4 annualized interest expense is running about $71 million. Is that probably a good number to use for 2024?

Yes, it is, Gary. I think on our EPS guidance, we showed it flat year over year. Okay.

Yeah, I'm traveling, so I don't have the slides with me, access to them. And then, Leroy, it looks like this acquisition of Brownwood, with the numbers you gave in terms of sales and adjusted EBITDA, you know, you're looking at anywhere from an 18% to 29% adjusted EBITDA margin, and that The segment for RUPs did about a 9.4% adjusted EBITDA margin in 2023. I realize you're putting utility poles in there with railroad, but is there something inherently different with their business in terms of their adjusted EBITDA margin, or is that kind of standard for the industry?

Well, no, I'd say so their margins are actually pretty much in line with our poll margins. We see them pretty much in line. Some of the benefits we think we'll be able to drive having that as part of our organization, gaining some economies of scale. you know, we think can, and actually some growth, right? We do see, well, I said, you know, we see that kind of exiting 24 maybe on a run rate closer to $100 million. We think there's opportunity to actually take that up to maybe 125, and that will get you more to the top end of the range, that 25 plus number that I've been talking about.

Okay. And then could you maybe comment, I mean, I know you had expressed somewhat of a level of frustration of not getting some of the price increases that you wanted. I believe it was in the railroad. Yeah. Products business. Where do you stand on that now in terms of what percentage of it have you rectified and what percentage of it is still outstanding out there?

Well, I'd say we've rectified that. over half of our customer base. And we still have a few folks left that we're working with to try and get to a better situation.

Okay.

So that's where we currently stand.

Okay. And then just lastly, just the bad debt expense that you incurred, bad debt reserve, was it 3.8 million? 2.8 million, I'm sorry, in CMC. That's not backed into your adjusted EBITDA number of $53.9 million, right?

It's included. Okay. It is in that number.

It is in that number. It is in that number. Correct. So the reality of it is without that, your adjusted EBITDA did a lot better. Correct.

That is correct.

Yes. Thank you.

You're welcome. Thank you.

The next question is from Michael Matheson with Singular Research. Please go ahead.

Congratulations on the quarter, you guys. Great performance across all measures, especially revenue. Following up the question about pricing in RUPS, in your slides this morning, it looks like a forecast of minimal impact from price adjustments. Is that kind of admitting that those other companies where you didn't quite get the pricing increase that you were looking for, that that's effectively just going to remain stable for now, or you think there's still some room out there?

I think there's still some room out there, but we're not banking on anything, right? Because, again, we are under contract, and what we're trying to do is justify – to our customer base that we have seen some extraordinary things occur over the past couple of years, which has had a significant impact on our cost structure. And so we're going as partners to our customers and trying to see if they can provide some relief to us. through cost recovery. And so we don't really have that baked in. And if we're able to get to a positive resolution, then that'll obviously help us and be over and beyond what we think we can do.

Terrific. If you'll allow me one more question, I'd like to ask you about the CMC margins. Sure. You know, everything else in this report is fantastic. That's one of the few things where you'd say, gosh, it was down and looks sort of – are there macro factors that are driving that that would allow for some recovery in 24 or 25, or is that just kind of the new normal?

Well, certainly there are macro factors, and we see that impact that business. It goes through its cycles. It's been a tough – Certainly, 23 was a tough year for steel and aluminum, and we're in the middle of both of those markets. It's had, certainly, impacts, if you will, on the competitive landscape. There's a number of aluminum manufacturers in Europe that have curtailed capacity, which has just created a more competitive situation for the remaining customer base. In the U.S., it's had its issues as evidenced by, again, the bad debt reserve we took at year end and some lower volumes that we've seen as a result of that. As I'd say, the overall economy improves and those markets move into better times. We will likely see an improvement in our ability to move up price and margin. We typically see in a declining market, we're typically seeing results like what we saw really in the fourth quarter of this past year, of the back half of this past year. In a strong and rising market, you tend to see what we saw in 2022, which was a pretty strong trajectory upward throughout the year. That's why we feel like we have kind of hit, you know, at the bottom here now. And, you know, if nothing changes, then, you know, we'll stick in and around this area. But once things start to show some improvement, we should start to see some of that flow through our results.

Well, thank you and congrats again.

Thank you.

And the final question today comes from Jamie Weiland with Weiland Management. Please go ahead.

Obviously, the Brownwood acquisition, you know that business very well. Could you talk about what they do better than you and what you do better than them and how you'll bring that to better the overall company?

Yeah, so, you know, that's a tough question. I would say, you know, I'd say at large we both – one of the reasons why they were actually – high on our list is because we see a lot of similarities between the businesses. And so we felt like combining the two would make us stronger. I think they have some relationships that we don't have in the industry. You know, there's relationships that we have that are stronger. There's relationships they have that are stronger that I think, again, combining the two will certainly help us out. And, you know, from an operations standpoint, I'd just say you know, while they're very good, I'd say we have a very, very strong operations team. And I think they've shown that over the past couple of years as we've made some improvements. Just by providing our team the capital, they've been able to deliver far above what the expectations were. And I think what you tend to find in these sorts of situations with smaller family-owned businesses, right, they tend to, they're kind of stuck being able to run hand-to-mouth, and they don't have a lot of capital at their disposal. So it's tougher for them to do some of the things that someone like a coppers who has a better balance sheet and can deploy capital in a different way, you know, can extract in terms of benefits. And so that's what I think, you know, we're looking forward to is being able to apply our balance sheet to Brown to be able to bring out even greater profitability than what they've been able to do on their own. And that's what we were able to do with the Cox acquisition, quite frankly. It really came down to being able to utilize our balance sheet, their network, and their talent. And we've seen the success in that. So we would expect something pretty similar with Brown.

Excellent. Could you give us some idea of what their EBITDA was in 2023?

We're not disclosing that. We've talked about the numbers in terms of what we see moving forward in 25 and even what we think we can do beyond that. And 24 in terms of its contribution, we'll talk about that when we get to signing day. But that's all we're ready to disclose. Okay.

And lastly, they have a rather small consumer products business. Any ideas for whether you will develop that, divest that, or is that an irrelevant part of the deal?

Irrelevant.

Okay. Very good. Nice quarter, fellas. Thanks.

Thank you very much.

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

Thank you. I just want to thank everybody again for your continued interest and faith in coppers. And we're excited about 2024 and beyond and continuing to deliver on the commitments we've made. And, again, appreciate your interest in our company, and have a good day, everybody. Thank you.

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