Koppers Holdings(KOP) - 2025 Q2 - Quarterly Report

PART I—FINANCIAL INFORMATION This section presents Koppers Holdings Inc.'s unaudited condensed consolidated financial statements and detailed notes ITEM 1. FINANCIAL STATEMENTS This section presents Koppers Holdings Inc.'s unaudited condensed consolidated financial statements, including the statements of operations, comprehensive income, balance sheet, cash flows, and shareholders' equity, along with detailed notes explaining the basis of presentation, significant accounting policies, and specific financial events Condensed Consolidated Statement of Operations This statement provides a summary of Koppers' revenues, operating profit, net income, and earnings per share for the specified periods Condensed Consolidated Statement of Operations | Metric | Three Months Ended June 30, 2025 (Millions $) | Three Months Ended June 30, 2024 (Millions $) | Six Months Ended June 30, 2025 (Millions $) | Six Months Ended June 30, 2024 (Millions $) | | :--- | :--- | :--- | :--- | :--- | | Net sales | 504.8 | 563.2 | 961.3 | 1,060.8 | | Operating profit | 39.1 | 57.5 | 66.1 | 92.1 | | Net income attributable to Koppers | 16.4 | 26.8 | 2.5 | 39.8 | | Basic EPS | 0.83 | 1.29 | 0.13 | 1.90 | | Diluted EPS | 0.81 | 1.25 | 0.12 | 1.83 | Condensed Consolidated Statement of Comprehensive Income This statement presents Koppers' net income and other comprehensive income components, including currency translation adjustments and cash flow hedges Condensed Consolidated Statement of Comprehensive Income | Metric | Three Months Ended June 30, 2025 (Millions $) | Three Months Ended June 30, 2024 (Millions $) | Six Months Ended June 30, 2025 (Millions $) | Six Months Ended June 30, 2024 (Millions $) | | :--- | :--- | :--- | :--- | :--- | | Net income | 16.4 | 26.8 | 2.5 | 39.8 | | Currency translation adjustment | 20.6 | 0.5 | 29.8 | (13.4) | | Cash flow hedges, net of tax | 1.4 | 3.4 | 4.4 | 10.4 | | Pension adjustments, net of tax | 0.1 | 0.3 | 25.2 | 0.7 | | Comprehensive income attributable to Koppers | 38.5 | 31.0 | 61.9 | 37.5 | Condensed Consolidated Balance Sheet This statement provides a snapshot of Koppers' financial position, detailing assets, liabilities, and shareholders' equity at specific dates Condensed Consolidated Balance Sheet | Metric | June 30, 2025 (Millions $) | December 31, 2024 (Millions $) | | :--- | :--- | :--- | | Total current assets | 708.0 | 680.6 | | Total assets | 1,930.8 | 1,890.2 | | Total current liabilities | 272.3 | 325.8 | | Long-term debt | 962.9 | 925.9 | | Total liabilities | 1,403.7 | 1,401.2 | | Total Koppers shareholders' equity | 526.8 | 488.7 | | Total equity | 527.1 | 489.0 | Condensed Consolidated Statement of Cash Flows This statement summarizes Koppers' cash inflows and outflows from operating, investing, and financing activities for the specified periods Condensed Consolidated Statement of Cash Flows | Metric | Six Months Ended June 30, 2025 (Millions $) | Six Months Ended June 30, 2024 (Millions $) | | :--- | :--- | :--- | | Net cash provided by operating activities | 27.8 | 14.9 | | Net cash used in investing activities | (39.3) | (141.6) | | Net cash provided by financing activities | 3.3 | 111.6 | | Net decrease in cash and cash equivalents | (5.5) | (17.6) | | Cash and cash equivalents at end of period | 38.4 | 48.9 | Condensed Consolidated Statement of Shareholders' Equity This statement details changes in Koppers' shareholders' equity, including retained earnings, treasury stock, and common stock outstanding Condensed Consolidated Statement of Shareholders' Equity | Metric | June 30, 2025 (Millions $) | June 30, 2024 (Millions $) | | :--- | :--- | :--- | | Total equity – end of period | 527.1 | 513.3 | | Retained earnings (end of period) | 489.3 | 480.7 | | Treasury stock (end of period) | (227.7) | (186.8) | | Common Stock Outstanding (thousands) | 19,712 | 20,520 | Notes to Condensed Consolidated Financial Statements (Unaudited) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements 1. Basis of Presentation and New Accounting Pronouncements The interim financial statements are prepared in accordance with GAAP for interim reporting. The company is currently evaluating the impact of new accounting pronouncements, ASU 2023-09 (Income Tax Disclosures) and ASU 2024-03 (Expense Disaggregation Disclosures), on its disclosures - The company is evaluating ASU No. 2023-09, effective for fiscal years beginning after December 15, 2024, which requires enhanced income tax disclosures[14] - The company is also evaluating ASU No. 2024-03, effective for fiscal years beginning after December 15, 2026, which mandates disaggregation of certain expenses into specific categories[15] 2. Acquisitions and Restructuring Koppers completed the acquisition of Brown Wood Preserving Company in April 2024 for approximately $100 million, integrating it into the RUPS segment. The company also ceased phthalic anhydride production, initiated a workforce reduction program, and liquidated Koppers (China) Carbon & Chemical Company Limited (KCCC), incurring significant restructuring charges - Acquired substantially all assets of Brown Wood Preserving Company, Inc. for approximately $100 million in cash on April 1, 2024, integrating it into the RUPS segment[16] - Discontinued phthalic anhydride production at the Stickney, Illinois facility in December 2024, with an expected pre-tax charge of $51 million to $55 million through 2026[19] Total Impairment and Restructuring Charges | Category | Three Months Ended June 30, 2025 (Millions $) | Six Months Ended June 30, 2025 (Millions $) | | :--- | :--- | :--- | | Phthalic Anhydride Shutdown | 13.0 | 27.0 | | Workforce Reduction Program | 0.2 | 3.3 | | Consulting Services | 4.4 | 7.3 | | Total | 17.6 | 37.6 | - Completed the liquidation of Koppers (China) Carbon & Chemical Company Limited (KCCC) in Q1 2025, resulting in a cash payment of approximately $7.6 million[22] 3. Fair Value Measurements The company's financial instruments, primarily investments and debt, are measured at fair value, with debt fair value estimated based on market prices or current rates for similar issuances, classified as Level 2 in the valuation hierarchy Fair Value of Financial Instruments (Millions $) | Instrument | June 30, 2025 (Fair Value) | June 30, 2025 (Carrying Value) | December 31, 2024 (Fair Value) | December 31, 2024 (Carrying Value) | | :--- | :--- | :--- | :--- | :--- | | Assets - Investments and Other Assets | 1.4 | 1.4 | 1.4 | 1.4 | | Liabilities - Debt (including current portion) | 986.3 | 977.5 | 949.1 | 939.5 | 4. Derivative Financial Instruments Koppers uses derivative instruments to manage commodity price risk (copper, fuel oil), foreign currency exchange risk, and interest rate risk. These derivatives are recognized at fair value on the balance sheet, with cash flow hedges impacting other comprehensive income and non-designated hedges affecting current earnings - The company uses derivative instruments to manage commodity price risk (copper, fuel oil), foreign currency exchange risk, and interest rate risk[25] Net Asset (Liability) on Balance Sheet from Derivative Contracts (Millions $) | Contract Type | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Copper Swap Contracts | 9.2 | (8.9) | | Heating Oil Contracts | (0.4) | (0.5) | | Foreign Currency Forward Contracts | 0.7 | (0.9) | | Interest Rate Swap Contracts | (3.3) | 0.4 | | Total Net Asset (Liability) | 6.2 | (9.9) | - Unrealized gains of $3.1 million for commodity price hedging and unrealized losses of $0.4 million for interest rate swaps are estimated to be reclassified from other comprehensive income into earnings over the next twelve months[32] 5. Earnings and Dividends per Common Share This section details the calculation of basic and diluted earnings per common share for the three and six months ended June 30, 2025 and 2024, and announces the quarterly dividend declared Earnings Per Common Share | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Basic EPS | $0.83 | $1.29 | $0.13 | $1.90 | | Diluted EPS | $0.81 | $1.25 | $0.12 | $1.83 | | Weighted average common shares outstanding (Basic, in thousands) | 19,883 | 20,901 | 20,123 | 20,983 | | Weighted average common shares outstanding (Diluted, in thousands) | 20,235 | 21,559 | 20,456 | 21,709 | - A quarterly dividend of $0.08 per common share was declared on August 7, 2025, payable on September 15, 2025[34] 6. Stock-based Compensation The company granted restricted stock units and performance stock units in January 2025, with vesting based on time, performance conditions (adjusted EBITDA), or market conditions (TSR relative to S&P SmallCap 600 Materials Index). Stock-based compensation expense decreased for both the three and six months ended June 30, 2025, compared to the prior year - In January 2025, the board granted restricted stock units and performance stock units, with performance units vesting based on adjusted EBITDA or total shareholder return relative to the S&P SmallCap 600 Materials Index[35] Stock-based Compensation Expense (Millions $) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Selling, general and administrative expenses | 1.7 | 5.5 | 8.3 | 10.9 | | Decrease in net income attributable to Koppers | 1.1 | 4.0 | 5.7 | 7.9 | Non-vested Stock Units Activity (Units) | Metric | Restricted Stock Units | Performance Stock Units | Total Stock Units | | :--- | :--- | :--- | :--- | | Non-vested at December 31, 2024 | 432,040 | 624,388 | 1,056,428 | | Granted | 328,165 | 335,563 | 663,728 | | Vested | (222,280) | (159,087) | (381,367) | | Non-vested at June 30, 2025 | 530,753 | 797,560 | 1,328,313 | 7. Segment Information Koppers operates through three reportable segments: Railroad and Utility Products and Services (RUPS), Performance Chemicals (PC), and Carbon Materials and Chemicals (CMC). This section provides detailed revenue, expense, and Adjusted EBITDA figures for each segment, highlighting their distinct products and market focuses - Koppers operates three reportable segments: Railroad and Utility Products and Services (RUPS), Performance Chemicals (PC), and Carbon Materials and Chemicals (CMC)[39] Segment Revenues (Millions $) | Segment | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | RUPS | 250.4 | 253.9 | 485.4 | 479.0 | | PC | 150.8 | 176.9 | 271.7 | 327.0 | | CMC | 103.6 | 132.4 | 204.2 | 254.8 | | Total | 504.8 | 563.2 | 961.3 | 1,060.8 | Segment Adjusted EBITDA (Millions $) | Segment | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | RUPS | 31.6 | 22.4 | 57.1 | 40.1 | | PC | 28.7 | 44.3 | 48.8 | 74.1 | | CMC | 16.8 | 10.8 | 26.7 | 14.8 | | Total Adjusted EBITDA | 77.1 | 77.5 | 132.6 | 129.0 | 8. Income Taxes The effective income tax rate for the six months ended June 30, 2025, was significantly higher than the estimated annual rate due to a pension settlement loss. The company is monitoring new tax legislation, including H.R. 1 and Pillar Two rules, and does not anticipate material changes to unrecognized tax benefits Estimated Annual Effective Income Tax Rate | Component | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Federal income tax rate | 21.0% | 21.0% | | Foreign earnings taxed at different rates | 5.5% | 3.9% | | Nondeductible expenses | 2.2% | 1.9% | | State income taxes, net of federal tax benefit | 1.9% | 1.0% | | GILTI inclusion, net of foreign tax credits | 0.7% | 0.0% | | Change in tax contingency reserves | 0.3% | 0.1% | | Estimated annual effective income tax rate | 31.6% | 27.9% | - The effective income tax rate for the six months ended June 30, 2025, was 62.7%, significantly higher than the estimated annual effective rate of 31.6% due to a discrete pension settlement loss[55][56] - Unrecognized tax benefits were $1.1 million as of June 30, 2025, and are not expected to change materially within the next twelve months[62] 9. Inventories This section provides a breakdown of the company's inventories, including raw materials, work in process, and finished goods, and details the revaluation to LIFO Inventories (Millions $) | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Raw materials | 346.8 | 353.5 | | Work in process | 12.9 | 14.0 | | Finished goods | 158.9 | 152.8 | | Total | 518.6 | 520.3 | | Less revaluation to LIFO | 113.2 | 115.7 | | Inventories, net | 405.4 | 404.6 | 10. Pensions and Post-Retirement Benefit Plans Koppers completed the termination of its largest U.S. qualified pension plan in February 2025, resulting in a $29.0 million pre-tax settlement loss. The company is also awaiting legislative guidance for its U.K. defined benefit pension plan, which may lead to an additional $20 million pre-tax settlement loss - Completed the irrevocable transfer of $86.4 million of pension liabilities and assets to an insurance company in February 2025, terminating the largest U.S. qualified pension plan[65] - Recorded a pre-tax settlement loss of approximately $29.0 million in Q1 2025 due to the U.S. pension plan termination[65] - Expects to recognize an additional pre-tax pension settlement loss of approximately $20 million upon the conversion of the U.K. buy-in policy to a buy-out policy, with timing uncertain[67] 11. Debt The company's total debt as of June 30, 2025, was $977.5 million, primarily consisting of its Credit Facility and Term Loan B. The Credit Facility was amended in June 2025 to extend its maturity, modify financial covenants, and adjust interest rate margins Total Debt (Millions $) | Debt Type | Weighted Average Interest Rate | Maturity | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | Credit Facility | 6.19% | 2030 | 495.5 | 455.8 | | Term Loan B | 6.83% | 2030 | 482.0 | 483.7 | | Total debt | | | 977.5 | 939.5 | - The Credit Facility was amended in June 2025 to extend its maturity to January 9, 2030, modify the total net leverage ratio to 4.75:1, and adjust interest rate margins[70] - As of June 30, 2025, the company had approximately $297.3 million of unused revolving credit availability under the Credit Facility[72] 12. Commitments and Contingent Liabilities Koppers is involved in various environmental and other litigation matters, including the Portland Harbor CERCLA site and an alleged air emissions violation at its Stickney, IL facility. The company accrues for probable and estimable environmental liabilities, with total environmental reserves at $10.2 million as of June 30, 2025 - Koppers is a Potentially Responsible Party (PRP) at the Portland Harbor CERCLA site, with an estimated net present value of the selected remedy at $1.1 billion[85][86] - Accrued estimated costs for participating in PRP groups at Portland Harbor and Newark Bay CERCLA sites, totaling $3.6 million as of June 30, 2025[89] Environmental Reserves Rollforward (Millions $) | Metric | Period ended June 30, 2025 | Period ended December 31, 2024 | | :--- | :--- | :--- | | Balance at beginning of period | 10.3 | 10.6 | | Expense | 0.1 | 0.3 | | Cash expenditures | (0.2) | (0.4) | | Currency translation | 0.0 | (0.2) | | Balance at end of period | 10.2 | 10.3 | 13. Subsequent Events The company entered into an agreement on July 24, 2025, to sell its railroad services business, Koppers Railroad Structures Inc., with the transaction expected to close in the third quarter of 2025 - Agreement signed on July 24, 2025, to sell Koppers Railroad Structures Inc., with closing expected in Q3 2025[96] PART II—OTHER INFORMATION This section provides additional information beyond the financial statements, including management's discussion and analysis, market risk disclosures, controls and procedures, and other legal and equity-related items ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section provides management's perspective on Koppers Holdings Inc.'s financial condition and results of operations, including an overview of its businesses, non-GAAP financial measures, outlook, and detailed comparisons of financial performance for the three and six months ended June 30, 2025 and 2024 Overview Koppers Holdings Inc. is a leading global provider of treated wood products, wood preservation chemicals, and carbon compounds, serving diverse end-markets through its three principal businesses: RUPS, PC, and CMC - Koppers is a leading integrated global provider of treated wood products, wood preservation chemicals, and carbon compounds[99] - The company operates three principal businesses: Railroad and Utility Products and Services (RUPS), Performance Chemicals (PC), and Carbon Materials and Chemicals (CMC)[100] Non-GAAP Financial Measures The company uses Adjusted EBITDA, defined as income before interest expense, income taxes, depreciation, amortization, and other adjustments, as a key non-GAAP financial measure to analyze and manage business performance and evaluate management incentives - Adjusted EBITDA is a non-GAAP financial measure used to analyze and manage business performance, evaluate performance trends, and determine management's short-term incentive goals[104] - Adjusted EBITDA is defined as income before interest expense, income taxes, depreciation, amortization, and other adjustments, including LIFO inventory effects, impairment, restructuring, and plant closure costs[106] Outlook Koppers anticipates streamlining its organization and implementing cost reduction measures to support profitability growth and a higher margin profile, driven by an increasingly cost-conscious customer base and global economic conditions - The company plans to streamline its organization and implement cost reduction measures to support profitability growth and a higher margin profile[107] - Key drivers for utility pole demand include aging infrastructure, renewable energy expansion, vehicle electrification, grid-hardening, and increased electricity demand from AI data centers[111] - The CMC segment is focusing on domestic plant restructuring, optimizing enhanced carbon product markets, and implementing global tar and pitch strategies to mitigate the long-term decline in coal tar supply[111] Trade Tariff Uncertainties The company's 2025 outlook reflects efforts to offset costs related to import and export tariffs, but uncertainties remain regarding their scope and potential retaliatory measures. New U.S. tariffs on copper products could increase raw material costs, potentially making hedging less effective - The 2025 outlook aims to substantially offset costs related to import and export tariffs, but uncertainties persist regarding implementation dates and scope[108] - Estimated potential impact of increased tariffs on pre-tax profit during 2025 is $4 million to $8 million if mitigation efforts are unsuccessful[155] - U.S. tariffs on semi-finished copper products, effective August 1, 2025, could cause significant premiums to COMEX prices over LME prices, potentially reducing the effectiveness of copper hedging instruments[158] Seasonality and Effects of Weather on Operations Koppers' quarterly operating results are subject to fluctuations due to external factors like inclement weather, which can reduce operations and demand, historically leading to lower results in the first and fourth calendar quarters - Quarterly operating results fluctuate due to factors outside of control, including inclement weather conditions[112] - Historically, operating results are significantly lower in the first and fourth calendar quarters compared to the second and third calendar quarters[112] Results of Operations – Comparison of Three Months Ended June 30, 2025 and 2024 For the three months ended June 30, 2025, consolidated net sales decreased by 10.4% year-over-year, primarily driven by volume declines in PC and CMC segments. Operating profit and net income also saw significant decreases, while impairment and restructuring charges increased substantially Consolidated Results (Three Months) This section analyzes Koppers' consolidated net sales, cost of sales, and impairment and restructuring charges for the three months ended June 30, 2025 and 2024 Consolidated Net Sales (Millions $) | Segment | June 30, 2025 | June 30, 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | RUPS | 250.4 | 253.9 | (3.5) | -1.4% | | PC | 150.8 | 176.9 | (26.1) | -14.8% | | CMC | 103.6 | 132.4 | (28.8) | -21.8% | | Total | 504.8 | 563.2 | (58.4) | -10.4% | - Cost of sales as a percentage of net sales improved to 77% in Q2 2025 from 78% in Q2 2024, due to lower raw material and freight costs, partly offset by lower sales volumes[116] - Impairment and restructuring charges were $17.6 million in Q2 2025, up from $0.0 million in Q2 2024, related to phthalic anhydride shutdown, workforce reduction, and consulting services[4][118] Segment Results (Three Months) This section details the Adjusted EBITDA performance for Koppers' RUPS, PC, and CMC segments for the three months ended June 30, 2025 and 2024 Segment Adjusted EBITDA (Millions $) | Segment | June 30, 2025 | June 30, 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | RUPS | 31.6 | 22.4 | 9.2 | 41.1% | | PC | 28.7 | 44.3 | (15.6) | -35.2% | | CMC | 16.8 | 10.8 | 6.0 | 55.6% | | Total Adjusted EBITDA | 77.1 | 77.5 | (0.4) | -0.5% | - RUPS Adjusted EBITDA increased by $9.2 million (41.1%) due to lower raw material, SG&A, and freight expenses, along with net sales price increases[122] - PC Adjusted EBITDA decreased by $15.6 million (35.2%) primarily due to higher raw material costs and lower sales volumes[123] - CMC Adjusted EBITDA increased by $6.0 million (55.6%) due to $11.5 million in lower raw material, SG&A, and operating expenses, and a favorable sales mix[124] Results of Operations – Comparison of Six Months Ended June 30, 2025 and 2024 For the six months ended June 30, 2025, consolidated net sales decreased by 9.4% year-over-year, mainly due to volume declines in PC and CMC. Net income saw a substantial decrease, impacted by a $29.0 million pension settlement loss and increased impairment and restructuring charges Consolidated Results (Six Months) This section analyzes Koppers' consolidated net sales, cost of sales, and pension settlement loss for the six months ended June 30, 2025 and 2024 Consolidated Net Sales (Millions $) | Segment | June 30, 2025 | June 30, 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | RUPS | 485.4 | 479.0 | 6.4 | 1.3% | | PC | 271.7 | 327.0 | (55.3) | -16.9% | | CMC | 204.2 | 254.8 | (50.6) | -19.9% | | Total | 961.3 | 1,060.8 | (99.5) | -9.4% | - Cost of sales as a percentage of net sales improved to 77% in H1 2025 from 79% in H1 2024, driven by lower raw material, freight, and operating expenses[128] - A $29.0 million loss on pension settlement was recorded in H1 2025, significantly impacting income before income taxes[4][132] Segment Results (Six Months) This section details the Adjusted EBITDA performance for Koppers' RUPS, PC, and CMC segments for the six months ended June 30, 2025 and 2024 Segment Adjusted EBITDA (Millions $) | Segment | June 30, 2025 | June 30, 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | RUPS | 57.1 | 40.1 | 17.0 | 42.4% | | PC | 48.8 | 74.1 | (25.3) | -34.1% | | CMC | 26.7 | 14.8 | 11.9 | 80.4% | | Total Adjusted EBITDA | 132.6 | 129.0 | 3.6 | 2.8% | - RUPS Adjusted EBITDA increased by $17.0 million (42.4%) due to net sales increases and lower operating, raw material, and SG&A expenses[133] - PC Adjusted EBITDA decreased by $25.3 million (34.1%) primarily due to higher raw material costs and lower sales volumes[134] - CMC Adjusted EBITDA increased by $11.9 million (80.4%) due to lower raw material, SG&A, and operating expenses, favorable sales mix, and improved plant performance[135] Adjusted EBITDA Reconciliation This section provides a detailed reconciliation of net income to Adjusted EBITDA for both the three and six months ended June 30, 2025 and 2024, outlining specific adjustments such as LIFO effects, impairment, and pension settlement Adjusted EBITDA Reconciliation (Millions $) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net income | 16.4 | 26.8 | 2.5 | 39.8 | | Interest expense | 17.3 | 20.6 | 33.9 | 37.7 | | Depreciation and amortization | 18.0 | 18.2 | 36.0 | 34.3 | | Income tax provision | 7.5 | 10.2 | 4.2 | 14.6 | | Sub-total | 59.2 | 75.8 | 76.6 | 126.4 | | LIFO (benefit) expense | (0.7) | 1.5 | (2.5) | 4.1 | | Impairment, restructuring and plant closure costs | 17.6 | 0.0 | 37.6 | 0.0 | | Pension settlement and expense | 1.2 | 0.0 | 30.2 | 0.0 | | Adjusted EBITDA | 77.1 | 77.5 | 132.6 | 129.0 | Cash Flow Net cash provided by operating activities increased to $27.8 million for the six months ended June 30, 2025, from $14.9 million in the prior year, primarily due to lower working capital usage. Net cash used in investing activities decreased significantly due to the prior year's acquisition and lower capital expenditures. Net cash provided by financing activities decreased due to lower net borrowings - Net cash provided by operating activities increased to $27.8 million for the six months ended June 30, 2025, from $14.9 million in the prior year, driven by lower working capital usage[137] - Net cash used in investing activities decreased to $39.3 million in H1 2025 from $141.6 million in H1 2024, primarily due to the Brown Wood acquisition in the prior year and lower capital expenditures[138] - Net cash provided by financing activities decreased to $3.3 million in H1 2025 from $111.6 million in H1 2024, mainly due to lower net borrowings[139] Liquidity and Capital Resources As of June 30, 2025, Koppers had approximately $336 million in liquidity from its Credit Facility and cash on hand. The company anticipates capital expenditures of $52 million to $58 million in 2025, expected to be funded by cash from operations, and projects adequate liquidity for at least the next twelve months - Liquidity from the Credit Facility and cash on hand was approximately $336 million as of June 30, 2025[140] - Capital expenditures for 2025, excluding acquisitions, are expected to total approximately $52 million to $58 million, funded by cash from operations[141] Restrictions on Dividends to Koppers Holdings Inc. Koppers Holdings Inc.'s ability to pay dividends is contingent upon earnings from its subsidiaries and is subject to limitations and conditions outlined in the Credit Facility, including an aggregate annual limit of the greater of $50.0 million or 6.0% of market capitalization - Koppers Holdings Inc. depends on dividends from Koppers Inc. and its subsidiaries to meet financial obligations[143] - The Credit Facility limits dividend payments to the greater of $50.0 million or 6.0% of market capitalization per fiscal year[143] Bank Debt Covenants The company is in compliance with all financial covenants governing its Credit Facility, including a total net leverage ratio not exceeding 4.75 and a cash interest coverage ratio not less than 2.0 - The total net leverage ratio, calculated as consolidated total net debt divided by consolidated EBITDA, is not permitted to exceed 4.75. As of June 30, 2025, it was 3.3[152] - The cash interest coverage ratio is not permitted to be less than 2.0. As of June 30, 2025, it was 4.2[152] - The company is currently in compliance with all covenants governing the Credit Facility[144] Legal Matters This section incorporates by reference the detailed discussion of legal proceedings and contingent liabilities from Note 12 to the Condensed Consolidated Financial Statements Recently Issued Accounting Guidance This section incorporates by reference the discussion of new accounting pronouncements from Note 1 to the Condensed Consolidated Financial Statements Critical Accounting Policies There have been no material changes to the company's critical accounting policies as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes to critical accounting policies since the Annual Report on Form 10-K for the year ended December 31, 2024[147] Environmental and Other Matters This section incorporates by reference the detailed discussion of environmental matters from Note 12 to the Condensed Consolidated Financial Statements ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There have been no material changes to the company's disclosures regarding quantitative and qualitative market risk from those presented in its Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes to market risk disclosures since the Annual Report on Form 10-K for the year ended December 31, 2024[149] ITEM 4. CONTROLS AND PROCEDURES Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, and there were no material changes to internal control over financial reporting during the quarter - Disclosure controls and procedures were evaluated and deemed effective as of June 30, 2025[150] - No material changes occurred in internal control over financial reporting during the quarter ended June 30, 2025[150] ITEM 1. LEGAL PROCEEDINGS This section incorporates by reference the detailed information on legal proceedings from Note 12 to the Condensed Consolidated Financial Statements ITEM 1A. RISK FACTORS New risk factors include the potential negative impact of changes to U.S. tariffs and trade regulations on costs and supply chains, and the risk that hedging activities for commodity price fluctuations, particularly copper, may be less effective due to market premiums - New risk factors include changes to U.S. tariffs, import/export regulations, and potential countermeasures that could increase costs and disrupt the global supply chain[153][154][156] - Hedging activities for commodity price fluctuations, especially copper, may not be successful in offsetting future cost increases due to potential premiums of COMEX pricing over LME pricing[157][158] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Koppers repurchased 323,201 shares of its common stock during the three months ended June 30, 2025, under the $100 million share repurchase program approved in February 2025, with approximately $75.4 million remaining under the program Common Shares Repurchased (Three Months Ended June 30, 2025) | Period | Total Number of Common Shares Purchased | Average Price paid per Common Share | | :--- | :--- | :--- | | April 1 - April 30 | 0 | $0.00 | | May 1 – May 31 | 238,921 | $30.78 | | June 1 – June 30 | 84,280 | $31.28 | | Total | 323,201 | | - The board of directors approved a $100 million share repurchase program on February 27, 2025, with no expiration date[159] - Approximately $75.4 million remained available for repurchase under the program as of June 30, 2025[159] ITEM 3. DEFAULTS UPON SENIOR SECURITIES This item is not applicable to Koppers Holdings Inc. for the reporting period ITEM 4. MINE SAFETY DISCLOSURES This item is not applicable to Koppers Holdings Inc. for the reporting period ITEM 5. OTHER INFORMATION During the three months ended June 30, 2025, no directors or executive officers adopted, modified, or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements - No directors or executive officers adopted, modified, or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended June 30, 2025[163] ITEM 6. EXHIBITS This section lists the exhibits filed with the Form 10-Q, including Amendment No. 6 to the Credit Agreement and various certifications - Exhibit 10.1 is Amendment No. 6 to the Credit Agreement, dated June 17, 2025[164] - Includes certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[164] SIGNATURES The report is duly signed on behalf of Koppers Holdings Inc. by its Chief Financial Officer, Jimmi Sue Smith, on August 8, 2025 - The report was signed by Jimmi Sue Smith, Chief Financial Officer, on August 8, 2025[167]