Icahn Enterprises L.P. (IEP)
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Earnings Call: Q4 2015

Feb 29, 2016

Operator

Good morning, welcome to the Icahn Enterprises L.P. Q4 2015 earnings call with Jesse Lynn, General Counsel, Keith Cozza, President and CEO, and SungHwan Cho, Chief Financial Officer. I would now like to hand the call over to Jesse Lynn, who will read the opening statement.

Jesse Lynn
General Counsel, Icahn Enterprises

Thank you. 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. These forward-looking statements involve risks and uncertainties that are discussed in our filings with the Securities and Exchange Commission, including economic, competitive, legal, and other factors. 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. I'll now turn the call over to Keith Cozza, our Chief Executive Officer.

Keith Cozza
President and CEO, Icahn Enterprises

Thanks, Jesse. Good morning, welcome to the fourth quarter 2015 Icahn Enterprises earnings conference call. Joining me on today's call is SungHwan Cho, our Chief Financial Officer. I would like to begin by providing some brief highlights. Sung will provide an in-depth review of our financial results and the performance of our business segment. We will be available to address your questions. Adjusted net loss attributable to Icahn Enterprises for 2015 was $1.2 billion, or $9.28 per L.P. unit, compared to adjusted net loss of $221 million, or $1.82 per L.P. unit in 2014. For Q4 2015, the net loss attributable to Icahn Enterprises was $1.1 billion as compared to a net loss of $478 million in the prior year period. Adjusted EBITDA attributable to Icahn Enterprises for 2015 was $929 million, compared to approximately $1 billion in 2014.

Our investment funds had a negative return of 18% in 2015, with returns being hampered by the performance of our long equity positions, with significant exposure to the commodity markets. Fourth quarter 2015 sales for our automotive segment were $2 billion, an increase of 9% over the fourth quarter of 2014. Net sales for the full year 2015 were $7.8 billion or 6% above 2014 results. In addition to Federal-Mogul, 2015 results include the operations of IEH Auto, the auto parts distribution business acquired in the second quarter of 2015. Subsequent to year-end, Icahn Enterprises acquired a majority of the outstanding shares of Pep Boys, a leading aftermarket provider of automotive service, tires, parts, and accessories across the U.S. and Puerto Rico. This acquisition has tripled our corporate-owned storefront footprint and significantly enhanced our distribution capabilities.

We are in the early stages of integrating Pep Boys with Auto Plus and are excited about the opportunities to grow revenue and market share in both the do it yourself and do it for me markets. To finance the purchase, we redeemed capital from our investment in the funds. Similar to prior acquisitions, we will look to put in an appropriate capital structure at Pep Boys. We believe that we will be able to finance at attractive rates, taking advantage of the inventory and real estate assets at Pep Boys. We plan to redistribute cash back to IEP level in order to increase liquidity at the holding company and replenish our investment in the fund. Yesterday, Icahn Enterprises delivered to the board of Federal-Mogul an offer to acquire the remaining shares outstanding of Federal-Mogul common stock for $7 in cash.

Federal-Mogul announced this morning that the board will appoint a special committee of independent directors, who, in consultation with independent financial and legal advisors, will carefully review and evaluate our proposal. In our energy segment, fourth quarter results were impacted by the downtime associated with a major scheduled turnaround at CVR Refining's Coffeyville Refinery. For the full year 2015, consolidated adjusted EBITDA was $755 million, compared to $716 million in 2014. CVR Partners continued to make progress in planning for the integration of Rentech Nitrogen's East Dubuque facility. Earlier this month, Rentech Nitrogen's unit holders approved the completion of the merger, subject to the sale or spin-out of Rentech Nitrogen's Pasadena facility prior to close. Our railcar segment had record railcar shipments of approximately 8,900 railcars in 2015. The segment continues to build its lease fleet with over 45,000 railcars at year-end. Lease rates were consistent with the prior year.

Finally, in our gaming segment, Tropicana had a strong operational year, especially at its Atlantic City property. Trop AC experienced higher gaming volumes as it has benefited from the closure of competitors and recent capital investments. 2015 was a challenging year, to say the least. We're very disappointed in our results, but quite optimistic regarding the existing composition of our portfolio and the opportunity for value creation going forward. With that, let me turn it over to Sung.

SungHwan Cho
CFO, Icahn Enterprises

Thanks, Keith. I will begin by briefly reviewing our consolidated results for the fourth quarter and full year 2015, then highlight the performance of our operating segments and comment on the strength of our balance sheet.

In Q4 2015, the net loss attributable to Icahn Enterprises was $1.1 billion, compared to a net loss of $478 million in the prior year period. Full year adjusted net loss attributable to Icahn Enterprises for 2015, after adding back the loss on extinguishment of debt, was $1.2 billion or $9.28 per LP unit, compared to an adjusted net loss of $221 million or $1.82 per LP unit in the prior year period. As you can see on slide five, in Q4 2015, the increase in our net loss from prior year was driven by the performance of the investment funds, which were negatively impacted by the performance of some of our core holdings, particularly in the energy sector. Also, we incurred significant non-cash impairments of assets, primarily in the auto, energy, and mining segments.

Adjusted EBITDA attributable to Icahn Enterprises for Q4 2015 was a loss of $240 million, compared to a loss of $221 million in Q4 2014. For the full year, the increase in our 2015 net loss from prior year's results was primarily due to the net losses from the investment activities and the non-cash asset impairments in our auto, energy, and mining segments. Adjusted EBITDA attributable to Icahn Enterprises for 2015 was $929 million, compared to $1 billion in 2014. I will now provide more detail regarding the performance of our individual segments. Our investment segment had a loss attributable to Icahn Enterprises of $641 million for Q4 2015, and a loss of $760 million for the full year. The investment funds that we manage had a loss of 15.6% in Q4 2015, compared to an 11.3% loss in Q4 2014.

Long positions lost 7.7% for the current quarter, while short positions and other expenses had a negative performance attribution of 7.9%. For the full year 2015, the investment segment lost 18%, compared to a 7.4% loss for 2014. Long positions had an 18.1% loss for the full year 2015, while short positions and other expenses had a positive performance attribution of 0.1%. Since inception in November 2004 through the end of 2015, the investment fund's gross return is 171%, or 9.3% annualized. The investment funds continue to be significantly hedged. At the end of 2015, the funds were net short 25%, compared to a net long 14% at the end of 2014. IEP's investment in the funds was $3.4 billion as of December 31, 2015. In Q1 2016, we redeemed $1.05 billion from the funds to fund the purchase of our Pep Boys acquisition. Now to the energy segment.

For Q4 2015, the energy segment reported revenues of $1 billion and consolidated adjusted EBITDA of $53 million, compared to revenues of $1.9 billion and consolidated adjusted EBITDA of $133 million for the prior year period. Fourth quarter operating results were negatively affected by the downtime associated with the major scheduled turnaround at CVR Refining's Coffeyville Refinery. For the full year 2015, the energy segment reported revenues of $5.4 billion in consolidated adjusted EBITDA of $755 million, compared to revenues of $9.3 billion in consolidated adjusted EBITDA of $716 million for 2014. CVR Refining reported Q4 2015 adjusted EBITDA of $16 million compared to $105 million in the prior year period. The decline is primarily due to Coffeyville Refinery turnaround downtime I mentioned earlier, as well as narrowing crack spreads.

Refining margin adjusted for FIFO impact per crude oil throughput barrel, a non-GAAP financial measure, was $8.96 in Q4 2015 compared to $11.28 in the prior year period. This decrease was primarily driven by lower regional crack spreads. CVR Partners reported Q4 2015 adjusted EBITDA of $29 million, compared to $34 million in Q4 2014. CVR Partners experienced record production levels for both ammonia and UAN in Q4, made possible by the maintenance and upgrades made during the Q3 turnaround for the fertilizer facility. For Q4 2015, average realized gate prices for UAN and ammonia were $221 per ton and $479 per ton respectively, compared to $247 per ton and $547 per ton respectively for the same period in 2014.

Due to the challenging price environment for nitrogen fertilizer during Q4 2015, we performed interim impairment testing for the goodwill associated with the fertilizer operations and determined that we needed to write off the entire goodwill balance of $253 million. During Q4 2015, CVR Partners continued to make progress in planning for the integration of Rentech Nitrogen Partners' East Dubuque facility. Despite the challenging price environment, we continue to believe that CVR Partners will benefit from the geographic and feedstock diversification that will come with the additional facility. Now turning to our automotive segment. Our automotive segment's Q4 2015 net sales were $2 billion, up 9% from the prior year period. Net sales for the full year 2015 were $7.8 billion, or 6% above 2014 results. 2015 results included the operations of IEH Auto, the auto parts distribution business acquired in Q2 2015.

Consolidated adjusted EBITDA for our automotive segment was $169 million in Q4 2015 compared to $119 million in Q4 2014. For the full year 2015, consolidated adjusted EBITDA was $650 million compared to $630 million for 2014. Federal-Mogul on a standalone basis reported Q4 sales of $1.8 billion, which was in line with the comparable prior year period. Net sales increases driven largely from the acquired Valvetrain business as well as strong U.S. and Canada domestic aftermarket sales were offset by the impact of currency exchange rate fluctuations. Operational EBITDA in Q4 2015 was $164 million, up $45 million or 38% compared to Q4 2014, despite $12 million of negative EBITDA impact due to currency exchange rate fluctuations. IEH Auto, on a standalone basis, had Q4 2015 net sales of approximately $175 million, an adjusted EBITDA of $5 million. We put in place an asset-backed revolver facility in Q4 2015.

We closed on an initial $125 million in Q4, and subsequently in Q1 2016 expanded the facility to a total of $210 million. We have drawn down on $100 million from the facility and have distributed the proceeds back to IEP, $75 million in Q4 2015 and $25 million in Q1 2016. During Q4 2015, we performed our annual impairment testing of goodwill for the automotive segment and recorded a $312 million goodwill impairment associated with the motor parts division. Now turning to our railcar segment. Our railcar segment had record railcar shipments in 2015 of approximately 8,900 railcars, including approximately 5,060 railcars to leasing customers, as compared to 8,000 railcars for the prior year, of which approximately 5,200 railcars were to leasing customers. As of December 31, 2015, ARI had a backlog of approximately 7,080 railcars, including 1,450 railcars for lease customers.

According to the Railway Supply Institute, the railcar manufacturing backlog decreased from a record level of nearly 143,000 railcars at the end of 2014 down to approximately 111,000 railcars at the end of 2015. 79% of the current industry backlog is comprised of tank cars and covered hopper cars, the two primary railcar types manufactured and leased by our railcar segment. The leasing businesses within the railcar segment continue to perform well. In 2015, we grew the combined lease car portfolios to roughly 45,000 cars from approximately 39,000 cars at the end of 2014. Lease rates in 2015 were consistent with the prior year. Adjusted EBITDA attributable to IEP grew to $318 million in 2015 compared to $269 million in the prior year. The increase was primarily driven by the growth of the leasing businesses.

Our railcar segment's liquidity position is strong with $623 million of cash at the end of 2015. Turning to our gaming segment. Total gaming segment operating revenues were $811 million in 2015 compared to $759 million in 2014. The increase was primarily due to higher gaming volumes at Tropicana Atlantic City, as well as the impact of the Lumière acquisition in April of 2014. Tropicana Atlantic City casino revenues have benefited from the closure of several competitors in 2014. The Atlantic City market experienced year-over-year declines in casino win of 6.5%. Tropicana's slot hold percentage was 9.6% for 2015 compared to 9.5% for 2014, and their table game hold percentage was 16.8% for '15 compared to 17.6% for '14. Tropicana's consolidated adjusted EBITDA for 2015 was $142 million compared to $99 million in the prior year.

The increase in EBITDA was primarily due to higher revenues in Atlantic City and a full year of the Lumière acquisition. We continue to reinvest in our properties. We've completed major renovations in our Atlantic City and Lake Tahoe locations with positive results, and have recently announced a $50 million investment to bring land side gaming to our location in Evansville, Indiana. Tropicana has a solid balance sheet with $217 million in cash and cash equivalents as of December 31, 2015. Turning to food packaging. Net sales for 2015 decreased by $21 million, or 6%, compared to the prior year. The decrease was primarily due to unfavorable foreign currency and translation in country sales mix, offset in part by increased sales volume. Pricing globally has been weak due to competitors with weaker functional currencies and some excess capacity.

Consolidated adjusted EBITDA, $59 million in 2015, was down $7 million from the prior year period. Gross margin as a percentage of net sales was 24% in 2015 compared to 25% in 2014. Viskase's cash balance at the end of 2015 was $37 million. Now to the metals segment. Net sales for the year ended December 31, 2015, decreased by $350 million, or 49%, compared to the prior year. Shipment volumes and selling prices were lower in 2015 than in 2014 for all product lines, with the exception of non-ferrous brokerage volume. The net sales decrease was primarily driven by lower ferrous and non-ferrous shipment volumes and selling prices. Adjusted EBITDA was a loss of $29 million in 2015, compared to a loss of $15 million in 2014.

Gross margin as a percentage of net sales was a loss of 12% for 2015, compared to a loss of 2% for the prior year. The market environment remains challenging with reduced demand from domestic steel mills, a weak export market, declining iron ore prices, and competition for shredder feedstock. The company continues to invest in its operations with a focus on strengthening our competitive position within our existing markets. Now to real estate. 2015 real estate revenues were $131 million, which was $30 million above the comparable prior year period. The increase was primarily due to gains recorded from the sales of net lease properties and the Oak Harbor operations in 2015, offset partially by lower development sales, club revenues, and net lease income. In 2015, we sold 14 net lease properties for net proceeds of $55 million, generating a gain of $37 million.

Net lease income is down year-over-year due to the sales of properties in the real estate net lease portfolio. Revenues from our club operations were down from the prior year due to the sale of the Oak Harbor operations in Q2 2015. Our net lease portfolio continues to drive earnings in this segment with its 15 properties generating strong cash flows. The real estate segment generated $45 million of adjusted EBITDA in 2015. Now turning to mining. As we discussed in our Q2 2015 earnings call, IEP obtained control of Ferrous Resources Limited during the second quarter of 2015 through a tender offer for outstanding shares. Ferrous Resources owns rights to certain iron ore mineral resources in Brazil and develops mining operations to produce and sell iron ore products to the global steel industry.

Our mining segment has been concentrating sales in Brazil, where the best margins are being captured. During the second half of 2015, both domestic and global steel industries continued to show weakness as steel mill utilization rates have not recovered and the seaborne iron ore prices fell to under $45 per metric ton by year-end. Our mining segment expects the foreseeable future to be challenging for the steel industry as it contends with slowing growth, overcapacity, and increased competition. As a result of deteriorating market conditions, IEP recorded impairments to PP&E and fully impaired the small amount of goodwill recorded with the purchase of the mining operations in Q2 2015. Now turning to Home Fashion. 2015 net sales increased by $17 million compared to the prior year period due to higher sales volumes.

We are continuing to concentrate on higher margin lines and believe we will have solid placements in 2016. Adjusted EBITDA was $6 million in 2015 compared to $5 million in the prior year. Gross margin as a percentage of net sales was 16% for 2015 as compared to 14% in 2014. The improvement was primarily due to higher margins on more profitable programs and customers. As of the end of 2015, West Point had $14 million of unrestricted cash. Now I will discuss our liquidity position. We maintain ample liquidity at the holding company and at each of our operating subsidiaries to take advantage of attractive opportunities. We ended 2015 with cash equivalents, liquid assets, our investment in the funds, and availability on the revolver of approximately $6.3 billion.

Keith Cozza
President and CEO, Icahn Enterprises

Our subsidiaries have approximately $1.9 billion in cash and $0.7 billion 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 of our existing operating segments. Thank you very much. Operator, can you please open the call to questions, please?

Operator

Thank you. We'll now take questions as part of our Q&A session. If you'd like to ask a question at this time, please press star and then one on your touchtone telephone. If your question has been answered or you wish to remove yourself from the queue, please press the pound key. Our first question comes from the line of Daniel Fannon with Jefferies. Your line is now open.

Daniel Fannon
Senior Research Analyst, Jefferies

Thanks. Good morning. I guess first, just on liquidity, I guess maybe if you could give us an update on the discussions with the rating agencies, and I believe you mentioned a little over $1 billion that came out of the fund to fund the Pep Boys. Can we talk about just how subsequent to that you think about repayment of that or how that we can see the fund potentially grow subsequent to that happening?

Keith Cozza
President and CEO, Icahn Enterprises

Sure. Hey, Dan, it's Keith. As far as conversations with the rating agencies, we have those regularly. Obviously, S&P issued the note putting us on negative watch, and I think it pertains to they recently issued, in December if I'm not mistaken, new criteria covering holding companies that we've been classified as. We're a bit of a unique company, as you know, so it's hard to fit us into any particular criteria. Nevertheless, one of the items in the new criteria relates to total asset value coverage versus debt and that ratio. I think they put out in their note that it was hovering around the percentage that they were comfortable with. Since then, the percentage has increased a little bit based on the publicly available trading prices of some of the subsidiaries, and that's what prompted them to put it on credit watch.

We continue to talk to them generally if they have any questions or give them how we're thinking about the world and availability and liquidity and things of that nature, and they'll make their decision in the next 90 days, I guess, one way or the other. As far as liquidity at Pep Boys and getting it back up, I would say this. We paid approximately $1 billion for Pep Boys, and they have a great owned real estate portfolio. They have, rough numbers, $500 million-$600 million of inventory. Our other business, Auto Plus, has $300 million-plus of inventory, and we're working on integrating both businesses and harvesting additional synergies. That obviously, when you have all that as background information, that capital structure would be pretty inefficient to be all equity, right?

We are working with banks on all avenues, whether it be the ABL market, the term loan market, whether it would be something in the real estate market with sale leasebacks or something of that nature, to come up with what the optimal structure will be from a cost perspective and the use of those. We will determine that probably in the next 3-6 months. The use of those proceeds, a good portion of them, would be to return it back up to the holding company, replenish the balance sheet there. We don't want to maintain too much at the balance sheet. A good portion of that would inevitably go back into the fund. That's kind of how we're thinking about it.

Daniel Fannon
Senior Research Analyst, Jefferies

Okay, that's helpful. On the fund itself, looks like the short positions or the hedges is kind of consistent with last quarter. I assume they're working more in your favor to start the year. Could you give any color on kind of year-to-date the fund?

Keith Cozza
President and CEO, Icahn Enterprises

I can't. I think you ask that every quarter, but we're just not in a position to comment on forward-looking guidance regarding the fund. As far as year-end goes, we've continued to maintain that cautious view of the general macro environment, which is illustrated by the net exposures.

Daniel Fannon
Senior Research Analyst, Jefferies

Got it. I guess just within the energy segment, just hedging within that, I assume there's not a lot of forward hedging going on given some of the actual commodity prices, but things that were put on last year that potentially still provide some help in terms of the current decline in commodity prices?

Keith Cozza
President and CEO, Icahn Enterprises

Yeah. I'd say they have a handful. It's not a large number, but they have a handful of hedges put on from 12 to 18 months ago that obviously are way in the money, and it'll provide some benefit. You can see it on CVI's financials. It's probably recorded as unrealized gains on hedges, something along those lines, but it's not material. As far as putting anything on at these levels, to us, it doesn't make sense.

Daniel Fannon
Senior Research Analyst, Jefferies

Got it. Okay. Thanks.

Keith Cozza
President and CEO, Icahn Enterprises

Thank you.

Operator

Thank you. Again, ladies and gentlemen, if you would like to ask a question at this time, please press star and then one. Our next question comes from the line of Andrew Berg with Post Advisory Group. Your line is now open.

Andrew Berg
Analyst, Post Advisory Group

Hey, guys. Just a question going back to Pep Boys. I think you said $500-$600 of inventory at PBY, another $300 at AutoPlus, you made a comment with respect to the real estate. Can you provide any ballpark estimates of what the owned value of the real estate is, or what the value of the owned real estate is? Excuse me.

Keith Cozza
President and CEO, Icahn Enterprises

In Pep Boys, if you go through their old public disclosures, they had appraisals that put the owned real estate north of $700 million.

Andrew Berg
Analyst, Post Advisory Group

Okay. In terms of capital and what you could potentially bring back up through the Holdco and either leave there or put down in the hedge fund, you've got the inventory then plus that real estate amount. It's a fair amount of borrowing capacity down there.

Keith Cozza
President and CEO, Icahn Enterprises

Yeah, that's right. Yeah.

Andrew Berg
Analyst, Post Advisory Group

Okay. Just wanted to confirm that. Thank you.

Operator

Thank you. Our next question comes from the line of Josh Litchin with Eaton Vance. Your line is now open.

Josh Litchin
Analyst, Eaton Vance

Hi. Great. If you are successful with the Federal-Mogul tender, how would you fund that?

Keith Cozza
President and CEO, Icahn Enterprises

Yeah. It's not a tender, first of all, if we ultimately can work out the acquisition to a mutually agreed deal with the special committee, it would be funded from cash at Holdco. The answer just depends on timing. If we were closing it tomorrow, we would probably take $200 million out of the investment segment to fund it. I told you there, as we stated regarding Pep Boys, our intentions over the next three to six months are to significantly optimize that capital structure, which should lead to some cash excesses at Holdco. It just really depends on timing. Everything's relative. It's not a billion-dollar acquisition. At the $7 offer price, it's approximately $210 million.

Josh Litchin
Analyst, Eaton Vance

Okay. Are there any circumstances under which you'd consider issuing additional shares at a fair value?

Keith Cozza
President and CEO, Icahn Enterprises

The answer is it depends. Historically, we have shown a willingness to do that if we think it's at a fair valuation. I'm doing this from memory. I believe we did a rights offering in 2012. We obviously did three separate equity offerings in 2013, I believe. It really just depends on our view of valuation, balancing between valuation and dilution and the opportunity set at hand.

Josh Litchin
Analyst, Eaton Vance

Okay. All right. Thank you.

Keith Cozza
President and CEO, Icahn Enterprises

Thanks.

Operator

Thank you. I currently have no more questions in queue.

Keith Cozza
President and CEO, Icahn Enterprises

Okay. Thanks, everybody. We look forward to talking to you after the first quarter results. Thank you.

Operator

Ladies and gentlemen, thank you for participating in today's conference. This does conclude today's program. You may all disconnect.