Exhibit 99.2
Discussion Materials April 30, 2020
Confidentiality and Disclaimer These materials have been prepared by Jason Incorporated (“Jason” or the “Company”) solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents, and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute, or disclose it to any other person, or refer to it publicly, in whole or in part, at any time except in accordance with the terms of an executed confidentiality agreement (a “Confidentiality Agreement”) between you and the Company. If you are not the intended recipient of this document, please delete and destroy all copies immediately. This document is being shared per the terms of the Confidentiality Agreement.The information contained herein includes certain statements, estimates, and projections with respect to the Company’s anticipated future performance and potential industry trends. Such statements, estimates, and projections reflect various assumptions concerning anticipated results and industry trends, which assumptions may or may not prove to be correct. Actual results and trends may vary materially and adversely from the projections contained herein. The Company undertakes no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance.This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity, or instrument or related derivative. We recommend that the recipient seek independent third party legal, regulatory, accounting, and tax advice regarding the contents of this document. This document contains material non-public information concerning the Company and/or its affiliates. You and your directors, officers, employees, agents, and affiliates must only use such information in accordance with the Confidentiality Agreement, your compliance policies and procedures, and applicable laws and regulations. 2
Financial Projections: Osborn Section 1 Financial Projections: Osborn Section 2 Financial Projections: Milsco Section 3 Financial Projections: Consolidated
2020P Financial Summary Adjusted EBITDA margins will return to Q1 levels, as volumes increase to more “normal” run rates in Q4SG&A and fixed overhead are driving negative adjusted EBITDA in Q2 despite the impact of furloughs and salary reductions Cash flow is negatively impacted in Q2 due to lower adjusted EBITDA; the Q3 and Q4 cash flows will be a direct result of higher volumes.Anticipated capital expenditures include $2.8M of maintenance capital and $2.9M of projects to which the business has already committed and has assume a direct benefit in the forecast (e.g. Schaffner facility consolidation and investments in automation) ($ in millions) Unburdened by corporate costsFree cash flow defined as Adj. EBITDA – capex. FCF conversion calculated as (Adj. EBITDA – capex) / Adj. EBITDA 4 REVENUE COMMENTARY ($ in millions) ADJ. EBITDA AND MARGIN¹ (%) ($ in millions) FCF & CONVERSION² (%)
A C B E D 2019A to 2020P EBITDA Bridge 5 ADJUSTED EBITDA BRIDGE – 2019A TO 2020P ($ in millions) 10.4% Margin 5.5% Margin
2021P Financial Summary Recovery from post-pandemic recession begins in 2H20 continuing throughout 2021, with business returning to pre-pandemic industrial demand environment in late 2021 entering 2022; see page 14 for additional revenue assumptionsHigher volumes from improved market demand contribute $28M of revenue and $13M of EBITDA in 2021 compared with 2020Adj. EBITDA margins recover with improved absorption from higher volumes on fixed overheads and operational efficiency gains, adding a combined $4.1M of EBITDA in 2021Acquisition synergies from 2020 plant consolidations contribute $0.4M of EBITDA in 2021Assumes a return to normal salary rates and no furloughs in 2021Capital expenditures in 2021 of $6.0M assumed in-line with long-term historical average of 3.0% of sales, comprised of ~2% of maintenance capital and 1% of investment in cost reduction/automation ($ in millions) Unburdened by corporate costsFree cash flow defined as Adj. EBITDA – capex. FCF conversion calculated as (Adj. EBITDA – capex) / Adj. EBITDA 6 REVENUE COMMENTARY ($ in millions) ADJ. EBITDA AND MARGIN¹ (%) ($ in millions) FCF & CONVERSION² (%)
2021P Revenue Assumptions 7
2020P to 2021P EBITDA Bridge 8 ADJUSTED EBITDA BRIDGE – 2020P TO 2021P ($ in millions) Volume 5.5% Margin 12.2% Margin
Projected Financial Summary Recovery from post-pandemic recession begins in 2H20 continuing throughout 2021, with business returning to pre-pandemic industrial demand environment in late 2021 entering 2022Sales in 2020 include approximately $10M in acquired revenue (Schaffner & Matchless) vs. 2019Growth in 2023 to 2024 assumes 2% market growth, 1% pricing, and 0.5% – 1% growth from share gainsAdj. EBITDA margin expansion also resulting from streamlined back office and shared services in Europe and headcount reductions actioned in 2019 and 2020 Management annual incentive plan expense included at 20% achievement in 2020, restored to 100% in 2021 and thereafter Capital expenditures assumed at 3% of sales, focused on facility consolidation and automation activities in addition to standard maintenance. Investment paybacks are typically two years or less ($ in millions) ($ in millions) Unburdened by corporate costsFree cash flow defined as Adj. EBITDA – capex. FCF conversion calculated as (Adj. EBITDA – capex) / Adj. EBITDA 9 REVENUE COMMENTARY FCF & CONVERSION² (%) CAGR: 2.6% ($ in millions) ADJ. EBITDA AND MARGIN¹ (%)
Financial Projections: Milsco Section 1 Financial Projections: Osborn Section 2 Financial Projections: Milsco Section 3 Financial Projections: Consolidated
2020P Financial Summary Volume impact of COVID-19 has been rolled through to the end of the year with lessening market declines assumed progressing through the end of the yearThe assumed volume level for the last 9 months of the year result in a nearly break-even operation in adjusted EBITDA due to our current operational structureCash flow is constrained during the last 9 months of the year resulting from lower profitability as we manage our receivables and inventory down to be in line with lower production levelsAnticipated capital expenditures for the last 9 months include the replacement of a line of $3.3M in the Thomson, GA plant as well as ongoing capital needs to support the business of $2.9M ($1.0M of which is already committed). Ongoing business capital needs were reduced from the previous forecast by $1.6M to reflect the lower anticipated volumes and deferred purchasing into 2021. ($ in millions) ($ in millions) Unburdened by corporate costsFree cash flow defined as Adj. EBITDA – capex. FCF conversion calculated as (Adj. EBITDA – capex) / Adj. EBITDA 11 REVENUE COMMENTARY FCF & CONVERSION² (%) ($ in millions) ADJ. EBITDA AND MARGIN¹ (%)
2019A to 2020P EBITDA Bridge ($ in millions) 12 ADJUSTED EBITDA BRIDGE – 2019A TO 2020P 11.1% Margin 5.2% Margin
2021P Financial Summary Higher turf care season in Q1 creates increased seasonality in 1H 2021; see page 14 for additional revenue assumptionsAdj. EBITDA margins recover with improved operating leverage from higher volumes on fixed overheads and operational efficiency gainsAnticipated capital expenditures for the first 9 months of 2021 include the equipment replacements of $6.3M at Thomson, GA plant as well as ongoing capital needs to support the business of $2.0M ($ in millions) ($ in millions) Unburdened by corporate costsFree cash flow defined as Adj. EBITDA – capex. FCF conversion calculated as (Adj. EBITDA – capex) / Adj. EBITDA 13 REVENUE COMMENTARY FCF & CONVERSION² (%) ($ in millions) ADJ. EBITDA AND MARGIN¹ (%)
2021P Revenue Assumptions 14
2020P to 2021P EBITDA Bridge ($ in millions) 15 ADJUSTED EBITDA BRIDGE – 2020P TO 2021P Volume 5.2% Margin 10.0% Margin
Projected Financial Summary Recovery of volume levels to comparable 2019 levels is not expected until 2022 but with a different market mix Motorcycle market is not expected to recover significantly from the 2020 levels but instead continue to slowly decline as has been the trend over the past 5 years Revenue projections include expected continued success in winning new platforms in both commercial Turf Care and Heavy Industries construction and material handling markets with an expected heavy industry award in 2022 being the most significant The projections also include known platform losses and those which are at an end-of-lifecycle with a notable platform going away toward the end of 2021 Market assumptions beyond 2020 carry the annual trend of down 5-10% in Power Sports, up 2-3% in Turf Care and up 5-8% in Heavy IndustriesMargin projections include the substantial benefits of equipment modernization / replacementContinued wage inflation at current 2.5-3% level is assumed after normalization in 2021Material inflation is expected to be flat throughout the periodManagement annual incentive plan expense is assumed at a 20% level for 2020 and at 100% for the remaining projected yearsCash flow is significantly impacted in both 2020 and 2021 with the capital expenditures associated with equipment modernization / replacement and return to normal historical levels thereafter ($ in millions) ($ in millions) Unburdened by corporate costsFree cash flow defined as Adj. EBITDA – capex. FCF conversion calculated as (Adj. EBITDA – capex) / Adj. EBITDA 16 REVENUE COMMENTARY ($ in millions) ADJ. EBITDA AND MARGIN¹ (%) FCF & CONVERSION² (%) CAGR: 2.9%
Financial Projections: Consolidated Section 1 Financial Projections: Osborn Section 2 Financial Projections: Milsco Section 3 Financial Projections: Consolidated
($ in millions) ($ in millions) ($ in millions) ($ in millions) Free cash flow defined as Adj. EBITDA – capex. FCF conversion calculated as (Adj. EBITDA – capex) / Adj. EBITDA 18 REVENUE ADJ. GROSS PROFIT AND MARGIN (%) ADJ. EBITDA AND MARGIN (%) FCF & CONVERSION¹ (%) 2020P Financial Summary
($ in millions) ($ in millions) ($ in millions) ($ in millions) Free cash flow defined as Adj. EBITDA – capex. FCF conversion calculated as (Adj. EBITDA – capex) / Adj. EBITDA 19 REVENUE ADJ. GROSS PROFIT AND MARGIN (%) ADJ. EBITDA AND MARGIN (%) FCF & CONVERSION¹ (%) 2021P Financial Summary
($ in millions) ($ in millions) ($ in millions) ($ in millions) Free cash flow defined as Adj. EBITDA – capex. FCF conversion calculated as (Adj. EBITDA – capex) / Adj. EBITDA 20 REVENUE ADJ. GROSS PROFIT AND MARGIN (%) ADJ. EBITDA AND MARGIN (%) FCF & CONVERSION¹ (%) Projected Financial Summary CAGR: 2.7%
2020P Monthly P&L 21
2020P to 2021P Quarterly P&L 22
Historical & Projected P&L Notes: Historical results on an as-reported basis 23
Global Cash Forecast – Key Assumptions 24 Capital Expenditures Osborn Anticipated capital expenditures include $2.8M of maintenance capital and $2.9M of projects to which the business has already committed and has assume a direct benefit in the forecast (e.g. Schaffner facility consolidation and committed equipment replacements) Milsco Anticipated capital expenditures for the last 9 months include the needed replacement of an aged manufacturing a line of $3.3M in the Thomson, GA plant as well as ongoing capital needs to support the business of $2.9M ($1.0M of which is already committed)Ongoing business capital needs were reduced from the previous forecast by $1.6M to reflect the lower anticipated volumes and deferred purchasing into 2021 Corporate Forecast includes only minimal required IT maintenance spending Other Changes in Net Working Capital Inventory controls implemented to lower stocking levels and re-order points. Inventory as percentage of sales negatively impacted in Q2 due to significant sales decline and long-lead time Asian supply chain materials. Inventory days on-hand return to normal levels by Q4 as sales increase and inventory is consumedSupplier payments restricted to critical suppliers and materials supporting customers with on-going production during sales decline Restructuring Charges Cash restructuring costs in business units of $5.7m include severance charges from reductions-in-force in U.S. and Europe, and plant closure and integration costs related to Schaffner plant consolidations (3 plants in U.S.)Assumes pre-packaged chapter 11 filing in late May, with emergence in late JuneProfessional fees assumed at $17mm; additional chapter 11 impacts to cash and working capital reflected as temporary during proceeding Debt Revolver extension assumed beyond year-end 2020Post-emergence capital structure not reflected; PIK interest on US debt assumed for illustrative purposes Other All cost reduction actions implemented and included in Q2 forecast would be extended if the recovery in volumes forecasted in the 2H of the year does not materialize, including further salary rate reductions, furloughs, and additional layoffs. These actions likely would not result in incremental cash flows in 2H given an offset from lost contribution margin on lower sales.Cash flows from Adjusted EBITDA are net of expected government payroll reimbursements in Germany. The Company’s application for €3M Germany KfW liquidity support is currently being reviewed by the KfW and is not included in forecasted liquidity until approved. Management continues to pursue government payroll protection and liquidity support where it is available and the Company is eligible.Cash taxes of $0.4m are net of tax expected refunds in Germany of $0.8m, with the remaining payments generally relating to tax payments for 2019 taxable income in foreign operations. All jurisdictions are being reviewed to defer tax payments.
Global Cash Forecast 25
2020P Quarterly Balance Sheet 26
Discussion Materials March 2020
Confidentiality and Disclaimer These materials have been prepared by Jason Incorporated (“Jason” or the “Company”) solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents, and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute, or disclose it to any other person, or refer to it publicly, in whole or in part, at any time except in accordance with the terms of an executed confidentiality agreement (a “Confidentiality Agreement”) between you and the Company. If you are not the intended recipient of this document, please delete and destroy all copies immediately. This document is being shared per the terms of the Confidentiality Agreement. The information contained herein includes certain statements, estimates, and projections with respect to the Company’s anticipated future performance and potential industry trends. Such statements, estimates, and projections reflect various assumptions concerning anticipated results and industry trends, which assumptions may or may not prove to be correct. No representations or warranties, express or implied, are made as to the accuracy of such statements, estimates, projections, or assumptions. Actual results and trends may vary materially and adversely from the projections contained herein. The Company undertakes no obligation or responsibility to update any of the information contained in this document or correct any inaccuracies contained in this document, whether as a result of becoming aware of such information (new or otherwise), future events or otherwise. Past performance does not guarantee or predict future performance. This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity, or instrument or related derivative. We recommend that the recipient seek independent third party legal, regulatory, accounting, and tax advice regarding the contents of this document. To the fullest extent permitted by law, the Company nor any of its respective affiliates, nor any of their respective directors, officers, agents, employees, and advisers, accept any responsibility or liability for any loss, howsoever arising, directly or indirectly, from any use of the information contained herein or otherwise arising in connection with this document. This document contains material non-public information concerning the Company and/or its affiliates. You and your directors, officers, employees, agents, and affiliates must only use such information in accordance with the Confidentiality Agreement, your compliance policies and procedures, and applicable laws and regulations. 2
Business Update & Executive Summary Section 1 Business Update & Executive Summary Section 2 Business OverviewsOsbornMilsco Section 3 Consolidated Financial Information Appendix
Today’s Presenters 4 Kevin Kuznicki, Senior Vice President, General Counsel & SecretaryJoined Jason in April 2018Prior roles with Polycom, Carrier Access Corporation, Johnson Controls, and Adient, where he most recently served as VP and General CounselMember of the CEB Legal Leadership Council and American Bar AssociationIndiana University (JD & BA) Keith Walz, Senior Vice President, IndustrialJoined Jason in 2015, and previously held the position of VP of Corporate Development & StrategyPrior experience at Brady Corporation, where he was President of Corporate DevelopmentDePaul University (MBA), University of Arkansas (BA) Chad Paris, Senior Vice President and Chief Financial OfficerJoined Jason in 2014 and has held numerous leadership roles within the CompanyPrior experience as an audit senior manager with Deloitte & Touche LLPChad is a certified public accountant in WisconsinUniversity of Wisconsin (MS & BBA) Brian Kobylinksi, President & CEO, Chairman of the Board of DirectorsJoined Jason in 2016Previously served as Executive Vice President, Energy Segment and China for Actuant Corporation, and additionally served as Vice President – Industrial and Energy segmentsUniversity of Wisconsin (MBA), St. Norbert College (BA) Timm Fields, Senior Vice President, Engineered ComponentsJoined Jason in 2017Prior experience at Illinois Tool Works, where he most recently served as Vice President and General Manager of the firm’s North American Residential Construction BusinessAdditional experience at S&S Cycle, and United Conveyor CorporationUniversity of Chicago (MBA), Valparaiso University (BA)
Business Update 5 Global market conditions have put additional pressure on operationsVirtual standstill seen in China’s 92% year-over-year auto decline is weighing on an already receding global automotive market, impacting Osborn’s polishing business, our China JV and OEM supply chainsRapid demand reduction and the Saudi / Russia supply war have triggered a freefall in oil pricing, driving producers to slash capital expenditures and defer maintenance, impacting Osborn’s heavy-usersMilsco is seeing the impact of deferral of discretionary purchases in times of economic uncertaintyOur 2020 plan assumed stable markets, yet conditions during January and February were weaker than expectedCOVID-19 further exacerbates served markets as evidenced by FCA’s decision to shut down all European operations for the next two weeks and the halving of airline flights by most carriers.COVID-19 impact remains uncertain, but has already affected attendance and governments may shut down certain manufacturing facilities around the world
Global Cash & Liquidity U.S. liquidity is sufficient to fund operations in the short term, however anticipated decline in operations due to COVID-19 will likely require use of Net Proceeds to fund operationsGermany (Osborn & Dronco subsidiaries) will require liquidity from revolving lines of credit in near term to fund operations before short working-time (government reimbursement of payroll & social costs) is implemented and to fund severance payments for RIFRemaining non-U.S. operations generally have sufficient cash to fund operations in the short term LIQUIDITY SUMMARY – AS OF MARCH 17, 2020 COMMENTARY 6
U.S. Cash Forecast 7 Pending customer shutdowns indicate timing of collections will be at riskU.S. hourly payroll (~$600k/wk.) will decrease as plants go on furlough providing some upside to forecast, benefit costs will continueCapex for facility build-out and consolidation will be deferred past end of April as neededLegal and advisor fees will increase from preliminary forecasted amounts once restructuring process commences
Other Potential Sources of Liquidity & Support 8 Actions underway to maximize and preserve cash via targeted A/P hold, capex and lease payment deferral and use of governmental programs (see below)The German Federal Government has adopted a package of measures to help companies cope with the coronavirus crisis through the country’s KfW GroupKfW's role in this crisis is to facilitate the short-term supply of liquidity to companies through providing private risk insurance (PRI) to German banks issuing loansThe PRI covers bank loans up to 80% for operating funds and 90% for capital expendituresGerman banks are currently expecting additional information on the process for these special programs from KfW in the coming days The German government has approved certain extensions and enhancements to the short working time program, which allows companies to reduce or stop employee work schedules and receiving 100% reimbursement for reduced employee compensation (typically 66% of normal pay)These enhancements now allow employers to:Increase short working time to a 100% reduction (complete furlough)Keep employees on short working time up to 24 monthsReceive reimbursements for social costs in addition to wagesWe are notifying the works counsel we will be enacting short working time for significant groups of employees at all three plants in GermanyLag between payment obligations to employees and reimbursement to Company TBD, but anticipated to be on a 2-week cycle
STRATEGIC PORTFOLIO ACTIONS Transformation Over Time Pre-IPO Current Leadership Well-Positioned for Continued Long-Term Growth Jason’s core companies each previously operated independently with longstanding reputations in the markets they serveOsborn: Founded in 1887Milsco: Found in 1924In 1985, Vince Martin and Mark Train purchased the companies from their employer, Canadian manufacturing conglomerate AMCA, to create JasonLong-owned and operated (14 years) by private equity, Jason went public in 2014 through the Quinpario SPAC acquisition Brian Kobylinski named CEO in 2016Focused on generating cash, improving operations, upgrading talent, restoring and growing customer relationships, and transforming portfolio Implementing lean manufacturing practices including 80/20, 5s, Kaizen, and value stream mappingRight-sizing the business through facility consolidation and exiting unprofitable businessExited and consolidated 10 facilities in last three yearsExited Brazil market, smart-meter assembly, and divested European Acoustics business Extensive list of identified opportunities and ongoing dialogue with multiple acquisition targetsExecuting targeted acquisition strategyAcquired and integrating Schaffner Manufacturing Co. to extend product range, gain share, and capture cost synergiesDivested Janesville and Metalex, reducing exposure to highly cyclical automotive and rail markets Osborn: Application driven solutions offering greater efficiency/speed and longer life (TufBrush™), innovative tool interface (X-Lock), and technical vertical market solutions (roller technology)Milsco: Leverage best-in-class design and rapid prototyping capabilities to provide innovative solutions for OEM customers Well-positioned to leverage world-class engineering and manufacturing capabilities outside of core markets in each businessOsborn: Vertical market focus, strategic account management, channel partnership with national accounts, technical solutions, integrated marketing activityMilsco: Share capture via new platforms, new customers, aftermarket, and ride-share incubator business Ample opportunity to utilize global footprint and brand recognition to further penetrate Asian, European, and African markets 1 2 3 9 BACKGROUND STRATEGY NEW PRODUCT DEVELOPMENT OPERATIONAL IMPROVEMENT INITIATIVES END MARKET EXPANSION GEOGRAPHIC EXPANSION
Share gain (six new platforms won)Completed initiatives (facility rationalizations, labor reductions)In-progress initiatives (facility consolidation and build-out, inventory management, operational improvements) Robust organic and inorganic growth opportunities Vision for the Future For continuing operations; excludes Janesville and Metalex financial performanceDoes not include any public company corporate cost savings 10 Diversity across regionsRecurring nature of Osborn productsEmbedded growth prospects given platform wins and incubator business Customer-driven product development initiativesMultiple opportunities to pursue adjacencies in each business 80/20 initiativesLean manufacturing projects and transformationImproved customer scorecards via step-change in quality and delivery performance Established M&A pipelineClear runway to enter new, attractive markets and further diversify STRONG BUSINESS FUNDAMENTALS NEW PRODUCT DEVELOPMENT OPERATIONAL IMPROVEMENTS M&A $25M 2019 Adj. EBITDA¹ $32M Steady State Adj. EBITDA2 Significant Upside Potential Share gainProduct developmentGeographic expansionLean operations initiativesM&A pipeline
Jason at a Glance For continuing operations; excludes Janesville and Metalex financial performance Jason Industries (“Jason”, or the “Company”) is a global diversified industrial manufacturing company with leading positions in niche marketsProvides best-in-class finishing and seating products and solutions to customers across a wide range of end markets, industries, and geographiesMarkets served include: MRO, industrial, heavy fabrication, off-highway equipment, powersports, and transportationOperates through a global network of 23 manufacturing facilities and 10 sales, administrative, and warehouse facilitiesComprised of two distinct manufacturing businesses with industry leading brands:Osborn (Finishing): Global leader in metal preparation, polishing, and finishing, manufacturing and selling broad portfolio of >10,000 SKUsMilsco (Seating): Leader in the design and manufacturing of innovative seating solutions for numerous powersport and offroad applications, producing more than 3,000,000 seats annuallyPreferred supplier to blue chip customers with an experienced engineering staff and superior manufacturing capabilities BY THE NUMBERS1 COMPANY OVERVIEW 2019 REVENUE BY BUSINESS 2019 REVENUE BY GEOGRAPHY $338mm2019 Revenue$25mm2019 Adj. EBITDA7%2019 Adj. EBITDA Margin 11
Business Overview Leading producer of industrial brushes, polishing buffs and compounds, and abrasives used to prepare, cut, clean, polish, and finish surfaces Leading seating systems provider that designs and manufacture comfort solutions for heavy equipment, material handling, turf care, and power sports OEMs 2019 Segment Revenue(% of Total) $201.5mm $136.4mm Product Portfolio Roller Technology Industrial Brushes Polishing buffs& compounds Abrasives Static seatingsolutions Suspensionseating solutions Accessories Industry Leading Brands with Best-in-Class Product Portfolio Industrial Reporting Segment Finishing Engineered Components Reporting Segment Seating 12
Diverse End Markets Jason provides products and solutions for a broad range of end marketsStrong end market and customer diversity across the Jason platformEntrenched relationships with a blue chip customer base across multiple industries, including:Leading industrial distributorsTop European DIY chainsRecognized consumer branded OEMsNorth America’s largest motorcycle manufacturersWorld’s largest agricultural equipment manufacturer World’s largest material handling equipment manufacturerRelationships with top customers average in excess of 25 years 13 Powersports General Industrial Oil & Gas Transportation Heavy Industry Turf Care Equipment Metal Fabrication Construction Osborn Milsco
Key Differentiators 14 Multiple market-leading brands with 100+ year histories – average duration of relationship with top 10 customers exceeds 25 years Highly collaborative engineering approach in each business line supports deep entrenchment in customer product development process Worldwide recognition for quality products and solutions driven by in-house manufacturing capabilities and continuous improvement activity and results Excellent design capabilities and substantial IP enable vertically integrated design-to-build business model Global footprint with manufacturing facilities strategically located to best serve customers Reputation Engineering Quality Design Geography
MANUFACTURING FOOTPRINT OVERVIEW Strategically-Located Geographic Footprint & Distribution Network 23 global facilities¹ with strong brand recognition in local markets in the Americas, Europe, and AsiaLarge global sales team supplemented by an extensive network of channel partnersAbility to leverage strong, global platform to optimize performance and create customer centric go-to-market strategy 1. Includes joint venture in China 23Facilities¹ ~2,200Employees 20Core Distribution Partners ~1.6MMManufacturing Sq. Ft. 15 Milwaukee, WI Osborn Locations Milsco Locations Corporate Headquarters
Business Overview: Osborn Section 1 Business Update & Executive Summary Section 2 Business OverviewsOsbornMilsco Section 3 Consolidated Financial Information Appendix
Business Snapshot Leading global manufacturer of industrial brushes, buffs, polishing compounds, cutting & grinding discs, and process rollsMore than 10,000 customers worldwide, generating ~85% recurring revenueApplications include surface preparation & finishing, deburring, metal removal, sealing, shielding, cutting, grinding and polishingManufactures and supplies industrial and maintenance brushes, abrasives, buffs, and finishing compounds to a wide range of end marketsAlso supplies wide face rollers and services for primary metals and process industriesBenefits from 4 levels of diversification (products/services, geography, customer, and channel) providing the business significant stability over timeIndustry-leading design and testing capabilities combined with a broad product suite of brushes, buffs, abrasives, and compounds provide unmatched customization and selection for customers in nearly every industry General Industrial Abrasives, polishing solutions for all types of materials, brushes, etc. for general industrial purposes Metal Fabrication Surface treatment and finishing solutions for steel, stainless steel, aluminum, and copper Construction Best-in-class cutting, grinding, binding, beveling, and deburring products for unalloyed and alloyed construction steel Transportation Solutions for deburring, finishing, and cleaning in the production of components for automobiles, trucks, motorcycles, off-highway equipment, and farm vehicles Aerospace Solutions for surface preparation and finishing of turbine blades, rotors, aircraft skins and other components Oil & Gas Manufactures a wide variety of brushes for pipe manufacturing, exploration and drilling, on-site weld cleaning, and pipeline pigging Commercial Goods Manufactures polishing solutions for brightwork and consumer goods such as faucets and commercial cookware Diversified Revenue Mix Across End Markets and GeographiesExtensive product portfolio serving a broad spectrum of end marketsManufacturing, sales, and distribution facilities in 13 countries Consumable Products Drive Recurring Revenue85% of revenue is recurring in natureProducts represent small portions of customers’ operating budgets Strong Customer Value PropositionExceptional product quality and engineering capabilities combined with an unwavering commitment to customer service 17 BUSINESS OVERVIEW FINANCIAL SUMMARY INVESTMENT HIGHLIGHTS KEY END MARKETS ($ in millions) Note: Historical results displayed on an as-reported basis
Product Overview INDUSTRIAL BRUSHES POLISHING ABRASIVES SPECIALTY SOLUTIONS (LOAD-RUNNERS) MAINTENANCE POWER WIDE FACE STRIP / PUNCH BUFFS COMPOUNDS FLAP WHEELS CUTTING DISCS Representative Products Market Position Top 3 Top 3 Top 3 #1 #1 #1 Top 10 Top 10 Top 3 Selected Applications Surface cleaningScrubbingWashingMaterial removal Weld preparationMetal deburringCylinder honingMaterial removal Material transportation in steel and other process industriesMaterial de-greasingMaterial drying Guarding, sealing, cleaning and environmental containment Buffing, polishing and finishing broad array of automotive, industrial, and consumer products Preparing and finishing edges and surfaces Cutting metal sheet, pipe, and other material Transporting heavy loadsPositioning and motion in stadium and process industry Osborn supplies a broad suite of state-of-the-art finishing products designed to drive end user performance and productivity 18
Diversified Revenue Mix Across Products, End Markets & Geographies Osborn serves a diverse base of end users across numerous industrial end marketsKey end markets include welding, heavy fabrication, construction, transportation, process industry, and consumer good manufacturingEmploys a balanced set of sales channels including distribution, direct (OEM), and retail (consumer)High-involvement applications and extensive product diversity promotes end-user intimacy — multiple Osborn products are often used in the same production processes 19 COMMENTARY Multiple levels of diversification drives long-term stability in the business 2019 REVENUE COMPOSITION Revenue by End Market1 Revenue by Product Revenue by Geography 1. Represents management estimates
Highly Consumable Product Offering Drives Recurring Revenues Creates a sustainable business modelWear and tear drives frequent replacement and products are priced at relatively low dollar amountsOsborn’s products represent small proportions of total cost for its customersPurchased as part of operating expense budget, not capital expendituresResults in higher volume of orders and greater resiliency than for more expensive capital equipment Product Maintenance Brushes Power Brushes Advanced Technology Brushes Buff and Compounds Abrasives Consumability 1 HourAverage Use 3-6 HoursAverage Use 8-24 HoursAverage Use 6-12 HoursAverage Use 15-60 MinutesAverage Use Average Price $3 – $6 $8 – $25 $50 – $1,000 $10 – $25 $1 – $8 20 …RESULTING IN A STRONG BUSINESS MODEL CONSUMABLE PRODUCT PORTFOLIO… KEY CONSUMABLE PRODUCT METRICS Consumable85% Durable15%
Schaffner Acquisition Case Study 21 Product Offering WHERE WE ARE TODAY Leading Market Position Post-Acquisition CloseFlap wheel line extension 5x current volumeIncreased commercial coverage and start of consolidation in a fragmented industry Meaningful Synergy Opportunity~$2.5 million of annual synergiesSupply chain bundling / cost-down potential as well as fixed overhead reduction Attractive Valuation and De-Leveraging Transaction6.5x EBITDA transaction valuation attractive on a standalone basisReturns including synergies well above hurdle rates INVESTMENT HIGHLIGHTS Business performing as advertised; focused on rapid execution to drive synergies KEY STATISTICS Maintained combined Osborn Americas polishing revenues with minimal attritionIncreased current flap volume 5x and now producing closer to customers$500,000 of cost-down already executed via supplier actionsAll Schaffner locations on track to be consolidated by 7/1/2020Integration continuing with streamlining all products to Osborn brandingStrong commercial funnel and enhanced customer intimacy bode well going forward $21mmSales $1.8mmLTM Adj. EBITDA $2.5mmAnnual Synergies $11.5mmPurchase Price 6.5xPurchase Multiple 3.0 – 4.0xPurchase MultiplePost-Integration
Product Offering Matchless Acquisition Case Study 22 Core tuck-in acquisition opportunity with significant synergy potential Buffs Compounds Abrasives Chemicals WHERE WE ARE TODAY Chemical cleaning line extension for Osborn Polishing customersFurther capacity utilization on top of Schaffner production synergiesCost savings via aggregation and bundled material spend Increased scale from multiple dimensions (markets, products, customers) B A D C STRATEGIC RATIONALE $8mm2019 Sales $5mmValuation 10%EBITDA Margin ~6.5xPurchase Multiple KEY STATISTICS 2,825SKUs 1,220Customers Transaction closed on February 27, 2020Asset sale – customer list, equipment, inventory and intellectual property$5 million valuation, or approximately 6.5x EBITDA$8m sales for 2019 with stable revenue over the past three years; 10% EBITDA marginSeller to produce product for 60-90 days post close as production transitions to Osborn as part of Transition Service Agreement (TSA)
Significant technical innovations in product and processesCustomized solutions across the finishing spectrumBroad product portfolio consisting of 10,000 SKUs Sources of revenue balanced between North America and EMEADual manufacturing strategy consisting of core hubs in U.S. and Germany supported by lower-cost operations in Mexico, Romania, and China (JV) Strong Customer Value Proposition Intimate knowledge of end user needs with key focus on performance and durabilityProducts primarily manufactured in U.S. and GermanyInvested in every stage of the process from design to production to delivery Specialized and technically knowledgeable engineering support for each customer’s applicationsUnmatched capability to provide customers with high quality products, typically shipped in 24 hours (Core-in-24 Program) 23 Best-in-Class Product Quality Expansive Global Presence Extensive Product Line Breadth Unmatched Customer Support
Core-in-24 Overview Core-in-24TM at a glance Osborn’s Core-in-24TM is a quick-ship program that drop ships the company’s most popular products to customers in 24 hours or less Top priority shipping offered on 125+ top selling SKUs across wire brush, maintenance brush, and abrasives categories 24 ™
Customer Overview & Go to Market Strategy The Company utilizes an internal sales team as well as channel partners to maintain close ties with a global customer baseInternal Sales: Regional sales representatives and end-user specialists build relationships and maintain high touch points with customers through frequent visits and collaboration with design engineers for customized productsChannel Partners: Deep relationships with major distributors, which provides opportunity to consolidate low volume customer ordersTechnical Solutions: Direct relationships with leading OEMs to specify finishes Long-term customer relationships stemming from brand heritage and market leadershipServes more than 10,000 customers globally~20 year average tenure among top customersTop 15 customers account for less than 20% of revenueDiverse end markets allow for value-based pricingEntrenched, tenured relationships driven by Osborn’s differentiated value proposition and market leadership 25 COMMENTARY GO TO MARKET STRATEGY TOP CUSTOMER SUMMARY (FULL YEAR 2019)
Facility Overview Locations Richmond,Indiana Hamilton,Ohio Mexico City, Mexico Nogales, Mexico Brito-Guimarães,Portugal Burgwald, Germany Wunsiedel, Germany Haan,Germany Gura Humorului, Romania Aurangabad, India Jiangmen, China (JV) Shanghai, China (JV) Taipei, Taiwan (JV) Products/ Function BrushRoller techStrip brushesLoadRunnersPolishing buffsDistribution Polishing compounds Polishing buffs & compoundsAbrasive flap wheels BrushPolishing buffs Polishing buffs Non-woven abrasives BrushRoller technologyDistribution Abrasive cutting and grinding discsDistribution Polishing compounds BrushAbrasive flap discs BrushStrip brushesPolishing buffs & compounds Polishing buffs & compounds SalesPolishing buffs & compounds Polishing buffs & compounds 26 CORE FACILITY DETAIL Denotes Core Manufacturing, Sales, And/or Distribution Locations Denotes Sales and/or Distribution Sites Mexico City, Mexico Nogales, Mexico Richmond, IN Hamilton, OH Valencia, Spain Brito-Guimarães, Portugal Huskvarna, Sweden Burgwald, Germany Wunsiedel, Germany Gura Humorului, Romania Paris, France Chepstow, U.K. Haan, Germany Aurangabad, India Singapore Jiangmen City, China Shanghai, China Taipei, Taiwan Beijing, China 120Countries Served 13Countries Osborn Operates in 23Countries With Osborn Sales Offices 1,250Employees Worldwide
COMMENTARY Key Industry Indicators Source: FRED, BCC Research Despite a relatively challenging manufacturing environment throughout the U.S. and Europe driven by slowing growth and tariff pressures, Osborn has consistently outperformed key indicatorsWhile generally tied to global industrial production, Osborn’s revenue streams span a wide variety of end markets, mitigating risk of downturns in any specific sectorsThe worldwide market for abrasives is projected to reach ~$52 billion by 2022, growing at a 5.5% CAGRThe market is highly fragmented, with no single company holding more than a 5% shareOpportunity for growth in emerging regions such as Asia and Africa 27 OSBORN US SALES (YOY CHANGE %) VS. US PMI OSBORN EU SALES (YOY CHANGE %) VS. EU PMI
Financial Summary Steady historical revenue growth primarily driven by strength in industrial end markets and recurring nature of consumables product portfolioGrowth partially offset by exit of unprofitable customers and products and the wind down of the Osborn’s Brazil facilityIncreasing volumes and operating leverage drove margins slightly higher in 2017 and 2018Strong free cash flow conversion driven by capex light business model2019 sales impacted by volume shortfalls in brush, polishing, bonded abrasives, roller technology, and load runner products, as well as market pricing pressureChinese industrial slowdown in 2019 resulted in $1 million EBITDA decline from joint venture ($ in millions) Note: Historical results displayed on an as-reported basisUnburdened by corporate costsFree cash flow defined as Adj. EBITDA – capex. FCF conversion calculated as (Adj. EBITDA – capex) / Adj. EBITDA 28 REVENUE COMMENTARY CAGR: 1.3% ($ in millions) ADJ. EBITDA AND MARGIN¹ (%) ($ in millions) FCF & CONVERSION² (%) Growth to steady state driven by share gain initiatives, focus on vertical markets and increased pricing combined with European and U.S. end markets returning to growth in 2H20Further EBITDA margin expansion driven by Schaffner facility consolidation and streamlined back office and shared services in Europe 2H20Capital expenditures assumed at 3% of sales, focused on facility consolidation and automation activities in addition to standard maintenance. Investment paybacks are typically two years or less
Completed acquisition of Schaffner, a North American manufacturer of high-quality polishing and finish products on April 1, 2019; pro forma Q1-19 revenue contribution of $5.5 millionVolume declines resulting from contracting industrial demand in Europe, including export sales to China, and weakening demand in the Americas. Market share position maintained across the business, with select share gains in roller technology and U.S. power brush regional distributors.Negative currency impact driven by a weaker Euro versus 2018 B Osborn Revenue Bridge ($ in millions) 29 COMMENTARY REVENUE BRIDGE – 2018A TO 2019A A B C A A C Note: Historical results displayed on an as-reported basis
Osborn EBITDA Bridge 30 EBITDA BRIDGE – 2018A TO 2019A ($ in millions) Decremental EBITDA flow through in line with expectations with sales decline and loss of absorption of fixed costsReduced headcount including direct and indirect labor, sales and marketing, customer service, and discretionary spend in response to lower volumesManagement annual incentive plan achievement resulted in zero bonus payouts in 2019, with limited retention arrangements implemented to retain key managersLower income from Chinese joint venture due to weak automotive and industrial demand B COMMENTARY A D A C B C Note: Historical results displayed on an as-reported basis D
Business Overview: Milsco Section 1 Business Update & Executive Summary Section 2 Business OverviewsOsbornMilsco Section 3 Consolidated Financial Information Appendix
Business Snapshot Leading seating systems provider for niche applicationsOffers industrial design and rapid prototyping capabilitiesServes an array of blue chip customers, including John Deere, Toyota, MTD, CNH, and Harley-DavidsonProduces more than three million seats annually8 distributors for aftermarket availability across the United States and EuropeFounded in 1924 ($ in millions) 32 BUSINESS OVERVIEW FINANCIAL SUMMARY INVESTMENT HIGHLIGHTS 2019 REVENUE COMPOSITION Motorcycle production has experienceda decline over the past several years Revenue by Geography Revenue by Product Leading Market Position Across Seating TypesMilsco’s unparalleled capabilities in Foam-in-Place, Cut & Sew, and a comprehensive range of seating types are delivered through world-class, well-recognized global OEMs Entrenched Relationships with Blue Chip CustomersOEMs leverage Milsco’s industry leading experience and expertise to develop large-scale platform seating projects for multigenerational product lines Advanced Industrial Design CapabilitiesMilsco can design, develop, and deliver innovative, customized seating solutions to its customers within a 30 day timeline
Product Overview TURF CARE HEAVY INDUSTRIES POWER SPORTS MOTORCYCLE Representative Products Competitive Advantages Integration with customer design team creates high switching costsProduct line breadth Innovative stylingUnrivaled speed to marketBrand recognition Engineering and design expertiseBench seat cushion capability Product quality and differentiated designEnd-user intimacy 33
GO TO MARKET STRATEGY Leading Market Position Across Seating Types Leading manufacturer of static and suspension seating solutions and accessories in niche marketsProvides value through innovative designs, application knowledge, advanced engineering, and rapid prototyping capabilitiesWorks collaboratively with customers to develop customized solutionsTop 3 seat provider across various marketsDominant player in the motorcycle and turf market for 85+ yearsGaining market share across heavy industries and commercial turf care markets Utilizes a team of internal sales representatives to establish relationships with key decision makersLeverage advanced development capabilities to engage OEMs early in the design phraseGenerate sales through formal requests for quotations (RFQs)Long-term contract agreements with customers on newly awarded platformsSole-source provider for life of the productProduct life cycle can last up towards of 15 years on certain platforms80%+ incumbency win rate for next generation products OE vs. Aftermarket 34 COMMENTARY 2019 REVENUE COMPOSITION Markets / Equipment Type $136M $136M
TOP CUSTOMER SUMMARY (FULL YEAR 2019) UNMATCHED DESIGN EXCELLENCE FUELS GROWTH Deeply Entrenched Relationships with Blue Chip Customers Deeply integrated in customer product development processProactive approach to delivering customized products promotes new platform winsKnown amongst customers for ability to provide solutions across the seating portfolio (e.g. riding mowers all the way up to heavy duty tractors)The only U.S. based industry participant that can provide all types seating solutions from cost-effective foam in place seating to high end cut and sew suspension solutions Platinum SQEPAchievement InnovativeThinking Award CUSTOMER MARKET SEATING TYPE START OFPRODUCTION ANTICIPATEDREVENUE Customer Win 1 Turf care / ZTR Cut and sew Oct-2019 $1.5mm Customer Win 2 Construction Cut and sew Nov-2019 $1.6mm Customer Win 3 Turf care Cut and sew Jun-2019 $0.4mm Customer Win 4 Turf care / ZTR Cut and sew Feb-2020 $1.1mm Customer Win 5 Powersports Cut and sew Oct-2020 $0.5mm Customer Win 6 Motorcycle Cut and sew Late 2021 $2.5mm Select Recent Platform Wins 35 RECENT CUSTOMER ACCOLADES
Advanced Design Capabilities Drive Enhanced Value Proposition Milsco’s in-house team of industrial designers, program managers, and engineers works directly with end-users and OEM product development teams to:Understand the brand DNADefine goals + objectives + milestonesLeverage prior product development processes World-class industrial design team collaborates directly with mechanical engineering team to produce creative yet realistic product designsIterative process of sketching and modeling while maintaining customer brand DNA and objectivesAll designs are reviewed and approved internally by engineering leadership and externally by OEM project engineers Milsco’s team utilizes the latest CAD software and rapid prototyping tools to bring products to lifeEngineering team works as an extension of the OEM’s by providing full designs and modeling supportThrough development, Milsco integrates with the OEM’s validation process prior to production Upon full product approval, Milsco fulfills to the OEM’s initial stocking requirementsMilsco works closely with the customer to identify cost reduction opportunities without sacrificing quality throughout the lifecycle of the platform 36 DISCOVER DESIGN DEVELOP DELIVER Industry leading product design and development intelligence to provide world-class, fully custom, category-defining solutions in rapid time
Facility Overview Location Redgranite, WI Jackson, MI Thomson, GA Dothan, AL Yucatan, Mexico Function Manufacturing / warehouse Manufacturing / warehouse Manufacturing Warehouse Manufacturing Denotes Core Location Note: Birmingham, U.K. manufacturing facility is operated by a third party under contractual agreement; Aurangabad, India manufacturing facility is shared with Osborn 37 CORE FACILITY DETAIL Yucutan, Mexico Aurangabad, India Thomson, GA, U.S. Dothan, AL, U.S. Jackson, MI, U.S. Redgranite, WI, U.S. Birmingham, U.K. 22Countries Served 4Countries Milsco Operates in 750Employees Worldwide
TARGET MARKET OPPORTUNITY IMMEDIACY EST. ADDRESSABLEMARKET SIZE ILLUSTRATIVEPLATFORMS / PRODUCTS RATIONALE Commercial Turf Care Capitalize on existing longstanding relationships with key OEMsMilsco positioned as a “one stop shop” for turf care seating Aftermarket Diversify channels to reduce cyclicalityLeverage strong reputation to provide branded seat replacementGain access to platforms where Milsco is not currently the OEM seating supplier Construction Adjacent to currently served heavy industries and material handling end marketsTrend towards feature-rich, technology enabled seating Autonomous Ride Sharing Opportunity to be spec’d in to newly developed platformsNascent space with plenty of growth potential and opportunity New Product Development & Market Penetration 38
Key Industry Indicators Source: Equity research, OPEI, IBISWorld In recent years, Milsco has faced challenging environments in its key end markets, including motorcycles, residential turf care, and heavy industry equipmentMilsco has been able to mitigate declining OEM sales by increasing its exposure to growing market segments such as commercial turf care and residential zero turn radius vehiclesNew designs and platform development increasing revenue vitality (20% of current revenue generated by launches in the last 2 years)Additionally, the Company has undergone a meaningful effort to diversify through aftermarket sales, which now account for 4% of total Jason revenues and have grown tenfold in the last three years 39 GLOBAL TURF CARE UNIT SHIPMENTS (000s) COMMENTARY U.S. HEAVYWEIGHT MOTORCYCLE UNIT SALES (000s) CONSTRUCTION & EARTHMOVING EQUIPMENT SALES ($MM)
Financial Summary Revenue impacted in the historical period by softness in both the motorcycle and the power sports end marketsThese end market declines are partially offset by increased volumes in construction and agriculture end markets, as well as improved pricingCapital expenditure needs having been light, driving strong Free Cash Flow conversionImpact of wins now outpacing the lapsing of platform losses with 2021 and forward seeing the expected wins exceed losses due to current funnel of opportunities and recent success in awarded new businessLower 2019 sales driven by continued softness in motorcycles, lower volumes in heavy industry as customers pulled back on orders, a weak turf care season, and a delay in price increasesSlightly lower 2019 EBITDA and margin driven by operational inefficiencies as a result of lower volumes, lower than anticipated steel price reductions and customer delays in approving a facility move ($ in millions) Notes: Historical results on an as-reported basisUnburdened by corporate costsFree cash flow defined as Adj. EBITDA – capex. FCF conversion calculated as (Adj. EBITDA – capex) / Adj. EBITDA 40 REVENUE COMMENTARY ($ in millions) ADJ. EBITDA AND MARGIN¹ (%) ($ in millions) FCF & CONVERSION2 (%) CAGR: (6.3%) Steady state projections include expected continued success in winning new platforms in both commercial Turf Care and Heavy Industries construction and material handling markets with an expected Caterpillar award in 2021 being the most significantContinued wage inflation at current 2.5-3% level is assumed throughout the period with a flat material inflation reflectedCash flow is significantly impacted in both 2020 and 2021 with the capital expenditures associated with strategic projects and returns to normal historical levels thereafter
Milsco Revenue Bridge Notes: Historical results on an as-reported basis ($ in millions) 41 REVENUE BRIDGE – 2018A TO 2019A Decline the result of a weak turf care season attributed to weather and a general pull back in product demandLower volumes the result of order pull backs as OEMs destocked while responding to end market demand changesContinued market demand declines in the heavy motorcycle market coupled with end market share loss by OEM B COMMENTARY A C A B C Volume
EBITDA BRIDGE – 2018A TO 2019A Milsco EBITDA Bridge ($ in millions) 42 Direct impact of the customer pull backs related to customer inventory destocking along with weak turf care season and continued weakness in the heavy motorcycle marketIn an effort to mitigate the inefficiencies associated with lower volume, cost reduction actions were implemented including headcount reductions, elimination of open positions and reduced discretionary spending including travel, marketing and MRO B COMMENTARY A A B Volume Notes: Historical results on an as-reported basis
Consolidated Financial Information Section 1 Business Update & Executive Summary Section 2 Business OverviewsOsbornMilsco Section 3 Consolidated Financial Information Appendix
($ in millions) ($ in millions) ($ in millions) ($ in millions) Notes: For continuing operations; excludes Janesville and Metalex financial performance; historical results on an as-reported basisFree cash flow defined as Adj. EBITDA – capex. FCF conversion calculated as (Adj. EBITDA – capex) / Adj. EBITDA 44 REVENUE ADJ. GROSS PROFIT AND MARGIN (%) ADJ. EBITDA AND MARGIN (%) FCF & CONVERSION1 (%) Financial Summary CAGR: (2.1%)
Historical & Projected P&L Notes: For continuing operations; excludes Janesville and Metalex financial performance; historical results on an as-reported basisIncludes Corporate level capital expendituresDefined as EBITDA – capex. 45
Capital Expenditures 46 CAPEX SUMMARY – 2015A TO 2020P ($ in millions) COMMENTARY Key projects center on footprint optimization that deliver cost savings and optimize capacity (2020 spend):Milsco: $10.5mm of capex in 2020 for facility build-out and equipment to be deferred as neededOsborn: $1.5mm of Schaffner Facility ConsolidationAll projects evaluated based on strategic rationale, risk management, and financial payback period, typically less than two yearsCapital spend averages 2.0 – 2.5% of sales in years without significant facility consolidations or footprint changes CAPEX BY QUARTER ($ in millions) Notes: Historical results on an as-reported basis
Tax Attributes 47 At December 31, 2019, the Company had U.S. federal and state net operating loss carryforwards of approximately $12mm and $110mm, respectively, which expire at various dates through 2037At December 31, 2019, the Company had foreign net operating loss carryforwards of approximately $15mm, the majority of which are available for an indefinite periodAt December 31, 2019, the Company had disallowed interest carryforwards of ~$56mm Osborn $121 million Milsco $31 million NOLS AND CARRYFORWARDS TAX BASIS OF BUSINESSES1 Source: Management1. As of December 31, 2019
Appendix Section 1 Business Update & Executive Summary Section 2 Business OverviewsOsbornMilsco Section 3 Consolidated Financial Information Appendix
Osborn Financial Results – As Reported vs. Constant Currency 1. All historical periods are shown in constant currency at 2020 plan rates 49