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Operator
Thank you for standing by and welcome to the Clearwater Paper third quarter, 2024 earnings conference call. (Event Instructions) Thank you. I'd now like to turn the call over to Mr. Sloan Bohlen Investor Relations. You may begin.
Sloan Bohlen - Investor Relations
Thank you, Rob and good afternoon and thanks everyone for joining Clearwater Paper's third quarter, 2024 earnings conference call. Joining me on the call today are Arsen Kitch, President and Chief Executive Officer and Sherri Baker, Senior Vice President and Chief Financial Officer. National results for the third quarter, 2024 were released shortly after today's market. Close along with the filing of our 10-Q, you will find a presentation of supplemental information including a slide providing the company's current outlook posted on the investor relations page of our website at clearwater paper dotcom.
Additionally, we will be providing certain non-GAAP information in this afternoon's discussion, a reconciliation of the non-GAAP information to comparable GAAP information is included in the press release. And in the supplemental information provided on our website. Please note slide 2 of the supplemental information covering forward-looking statements rather than rereading this slide. We're going to incorporate it by reference into our prepared remarks. And with that, let me turn the call over to Arsen.
Arsen Kitch - President, Chief Executive Officer, Director
Thank you for joining us today and good afternoon, given our recent strategic announcements, I'm going to start my comments with a few highlights for the third quarter and then spend the bulk of my time discussing our industry fundamentals, our strategy and what you can expect from us in the long run.
Sherry will then cover our third quarter results as well as our financial outlook including initial expectations for 2025.
Let's start with a few highlights. We had a very good third quarter overall, delivering $64 million of adjusted EBIDA. This was in the middle of our guidance range of 58 to 68 million.
We would have been above the high end of the range without the approximately $5 million of negative impact from hurricane Helene, which affected our Augusta Georgia paperwork facility as well as the Shelby North Carolina Tissue Mill.
The Augusta facility was down for roughly six days but there was no significant damage to our equipment as you saw in our press release last Friday we closed on the sale of our tissue business on November 1st. As a reminder, we sold this business to supplier for $1.06 billion.
We expect to net approximately $850 million in cash from the sale after taxes and other customer expenses and we use the proceeds to pay down all our outstanding credit facilities.
We retained our 2028 notes with an outstanding principal balance of 275 million and a rate of 4.75%. Finally, our board approved $100 million share repurchase program. We intend to buy back shares when they trade at a sufficient discount to what we believe to be our inherent value.
Now, let's turn to an overview of our strategy with the sale of the tissue business. We're transforming Clearwater into a premier paperboard packaging supplier focused on servicing independent converters in North America.
We're now able to sharpen our focus on growing and improving our paperboard business. We will do this by driving operational and cost improvements as well as finding ways to become more relevant to our customers by expanding our product range to put our strategy into perspective and to address many of the questions that we get from shareholders. I'll share our view on the paperboard industry structure and how we fit in.
We compete in an approximately 10 million ton North American paperboard market, which is made up primarily of three substrates.
The first and the largest of the substrates is solid bleach, sulfate, paperboard or SBS. There's approximately 5 million tons of SBS supply available in North America. This is the highest quality paper board with superior print quality and performance. It is used primarily in consumer packaging and food service applications.
The second substrate is coded on bleach craft or C UK. In North America, there's about 2.5 million tons of C UK supply. This substrate is known for its strength and is used primarily in beverage carrier applications, think beer and soda packaging.
The third substrate is coded recycle board or CRB with approximately 2.5 million tons of supply in North America.
This is the only substrate that is made of recycled fiber and is used primarily in lower cost consumer packaging applications. A good end product example is a generic cereal box, paperboard demand has historically been relatively stable showing only limited sensitivity to economic fluctuations.
Growth has historically tracked close to GDP and we believe that sustainability trends are a tailwind as customers and consumers look to move away from plastics and towards renewable fiber based packaging supply has also been historically stable. The capacity changes come in large increments. For example, a new paper machine could have more than 500,000 tons of new capacity and cost north of $500 million.
A single new machine can add nearly 10% to SBS industry supply and 20% to C UK or CRB.
Imports and exports have long played a role in this industry with approximately 2 million tons exported and 1 million tons imported, annually, imports, imports fluctuate depending on market pricing. In North America, shipping costs and supply and demand balances across the globe.
While imports have an impact on the market. North American converters have shown a preference for the quality and security of domestic paperboard supply.
Let's now turn to industry structure. There are two kinds of paperboard suppliers. The first is an integrated supplier that manufactures paper board and converts that paper board into packaging.
The second is an independent supplier that manufactures paperboard but has no downstream converting Clearwater is the latter an independent supplier that is focused on servicing independent converters.
Integration rates vary by substrate. But we estimate that 55% of paper board in North America is integrated while 45% is non integrated SBS is the least integrated of these substrates with an integration rate of approximately 30% based on our estimates.
While integrated suppliers have a stated strategy to increase their levels of integration, we believe that independent converters will continue to play a vital and long term role in the market.
Independent converters offer agility flexibility and a higher level of service than the integrated suppliers. They're more effective at servicing small to medium sized customers and are often a critical secondary supplier for large CPG and food service companies that are unwilling to commit 100% of the business to large integrated players.
Clearwater has a strong position within this industry structure. We have an excellent geographic footprint with our Lewiston Idaho mill covering the western part of the US, our Cypress Bend, Arkansas mill covering the central part of our, the Georgia mill covering the east.
These mills have a capacity of approximately 1.4 million tons of SBS and can produce around 1.4 million tons of pulp.
We also have five sheeting and distribution facilities as part of our Manchester industries, business that provide additional services to some of our smaller customers.
We believe that our assets are well invested and that we have a strong reputation in the industry for quality and service. We're dedicated to independent converters and have no channel conflict. We strive to create long term strategic partnerships with converters that drive growth for both sides.
Let's continue by discussing our point of view on the cyclicality of our industry. We operate in an inherently cyclical industry driven by the supply and demand balance with demand being relatively stable and growing. This balance is largely driven by changes in supply in a down cycle capacity, additions, outpace demand growth resulting in industry utilization rates below 85% with falling margins.
This part of the cycle can lead to high cost assets being uncompetitive and not re-investable at the midpoint of the cycle, which is typically the steady state of our industry supply and demand are balanced with utilization rates of 90 to 95% margins at this part of the cycle are healthy and allow for reinvestment in the business. In an up cycle. Demand exceeds supply with utilization rates exceeding 95% leading to better margins. This can lead to additional capacity being added in more imports.
SBS is currently in a down cycle for two reasons. First COVID drove unprecedented demand growth in SBS followed by inventory destocking and a slow down in consumer spending. In addition, there's new SBS capacity announced for 2025 which is likely to continue this down cycle until there's a better supply and demand balance in the industry.
Even as we experienced the cyclical downturn, we remain confident in long term industry fundamentals of paperboard packaging in North America and we believe that we're well positioned for growth given our customer preferences and consumer driven sustainability trends.
I'd like to circle back to focus on our strategy and potential next steps for growth. As I mentioned earlier, we're transforming Clearwater into a premier independent supplier, paperboard packaging products to North American converters.
We've taken two big steps this year to execute that strategy with the acquisition of the Augusta SBS facility and the sale of our tissue business.
The proceeds from the tissue sale have been used to significantly deliver our balance sheet with our strong balance sheet. We believe that we're well positioned to weather the current SBS downcycle. Continue to invest in our assets and broaden our product offering whether through organic investments in our existing network or opportunistic acquisitions.
Given consumer preferences for fiber based packaging, we see significant growth potential that requires innovation and investment.
We're partnering with our converter customers to develop new products and deliver innovative solutions that consumers are looking for.
In particular, we're looking to address three market trends. First, customers are interested in lighter weight paperboard options without sacrifice, sacrificing print quality and strength. Second, customers are looking for composable solutions particularly in food service. This requires innovation and barriers and coatings to make them biodegradable.
And third customers are interested in the inclusion of alternative fibers and paper board such as post consumer recycle content.
Practically speaking, we're not looking at Greenfield builds. Let me get a bit more specific and provide some examples of the internal projects that we're exploring.
We're looking at investments to increase the amount of mechanical and recycled pulp that we can consume on our paper machines. This can help us deliver a lighter weight sheet that competes with imported folding boxboard as well as a viable alternative to some of the higher quality CRB offerings.
We're also exploring adding unbleached pulping capabilities to diversify our product offering and deliver a beverage carrier grade that effectively competes with the UK.
We'll continue to invest in our new bone re imagine brands which are high quality folding card and cup offerings with up to 35% post consumer recycle content.
We're developing biodegradable barriers and coding's to deliver compostable solution to our customers. These are just some of the options that we're assessing to diversify and grow our business.
In addition to internal investments, we will consider opportunistically acquiring assets that are a good fit for our network. We recognize that these acquisition opportunities are infrequent and difficult to predict.
Let me wrap up my comments by summarizing what you can expect from us through the industry cycle in a down cycle. We're targeting adjusted EBITA margins around 8 to 10% and up to a 20% adjusted EBITA to free cash flow conversion ratio in an up cycle. We expect adjusted even the margins to exceed 16% with a 60 to 70% free cash flow conversion ratio across the cycle.
We're targeting adjust but a margins of 13 to 14% and a 40 to 50% free cash flow conversion ratio at a 90 to 95% utilization rate. This assumes revenues of approximately 1.8 billion and includes the capture of Augusta synergies which are primarily volume driven.
These assumptions translate into more than $100 million of annual free cash flows across the cycle. Based on our cross cycle expectations. We expect our business to generate significant free cash flows in the long run, giving us the opportunity to create value through investments or returning capital to shareholders. With that, Sherri is going to discuss our third quarter results, our outlook and capital allocation priorities moving forward.
Sherri Baker - Chief Financial Officer, Senior Vice President
Thank you, Arsen. As Arsen mentioned earlier, we had a very good third quarter with adjusted EBIDA at 64 million. The impact from hurricane Helene was around 5 million. Without the hurricane, we would have been above the high end of our guidance range of 58 to 68 million.
Paperboard delivered 42 million of adjusted EBIDA in the third quarter, up from 11 million in the second quarter, but down from 53 million last year, sequential results improved with one additional month of Augusta operations and lower major maintenance outage impact year over year results were down largely due to market pricing.
Demand recovery continues with AF&PA reporting industry SBS shipments up 2.4% in Q3 of this year versus the prior quarter and up 2.5% year-to-date 2024 versus 2023. Our customers are also telling us that they are optimistic about growth in 2025. While we believe that a recovery is underway, industry shipments remain below pre COVID levels with a continued recovery expected into 2025 and 2026.
Tissue delivered 41 million of adjusted EBIT in the third quarter flat versus the second quarter and up slightly versus last year, the team again delivered strong operating performance offsetting plus headwinds. Shipments grew as private brands continued to gain share hitting 38% in the third quarter. As a reminder, we will have one month of tissue results in our fourth quarter after which we'll be reporting on a paperboard only business.
Let's now turn to our outlook for the fourth quarter as compared to the third quarter with only one month of tissue in the fourth quarter. We expect to have 25 to 30 million less adjusted EBIT due to the sale of that business.
We have a major maintenance outage planned in Augusta in the fourth quarter which we estimate will cost us approximately 15 to 20 million partly offsetting both is that we will not have a maintenance outage impact at our Lewiston Mill and expect improved operating performance. With these key variables and assumptions. We are expecting 20 to 30 million of adjusted EBITA in the fourth quarter.
Beyond the fourth quarter, we are targeting an adjusted EBITA margin of 8 to 10% in 2025. This assumes the following a continued demand recovery but with SBS and a continued down cycle as the industry absorbs new capacity that is announced to come online in 2025 we currently estimate that our capacity utilization rates will be around 85% which will translate into approximately 1.5 to 1.6 billion of revenue. Price and cost is projected to have a negative impact of 40 to 50 million to help offset this. We will reduce our overall fixed cost structure by approximately 10% and target a 6% SG&A spend as percent of sales. These actions should translate into more than 50 million of annual run rate cost savings by the end of 2025.
As previously announced, we will move to an annual major maintenance outage cadence at all of our mills, we expect to incur 40 to 50 million of direct major maintenance expenses next year. With the bulk of spending taking place in Lewiston in Q2 and Augusta in Q4. This annual cadence is expected to lead to smaller, less costly and more predictable outages. We are also expecting this Keynes to improve our overall operating performance and reliability.
As Arsen mentioned, we are confident about the long term prospects for our company and we expect the market cycle to recover once supply and demand comes back into balance across the cycle. We are targeting to deliver 13 to 14% adjusted EBITDA margin which should translate into a 40 to 50% free cash flow conversion ratio and more than 100 million in annual free cash flows.
While we cannot predict the exact timing of recovery, we will actively manage our cost structure to reflect the current market reality.
I'll wrap up my comments with a brief discussion of our capital allocation philosophy.
First, our goal is maintaining and improving the performance of our assets which will require approximately 70 to 80 million of annual maintenance capital. This excludes large strategic or replacement projects which could add another 10 to 20 million per year on average over the long term. Please note that these additional expenditures are episodic income and large increments. We will communicate these large projects ahead of time just like we did with the recovery boiler project in Williston and the emissions project in Cypress end.
Second, we aim to maintain a strong balance sheet with a net leverage ratio of 1 to 2 times through the cycle. This is lower than our previous target of 2.5 times given our smaller size and a single segment, cyclical business. We may temporarily go above that range for strategic reasons or below that range to provide us with flexibility.
Third, we aim to reinvest capital into our business or return it to shareholders depending on which option provides the best return. Reinvesting in the business may include organic investments or M&A returning capital to shareholders will most likely come through share repurchases such as the one that we announced today with that. I'll pass it back to Arsen for closing remarks.
Arsen Kitch - President, Chief Executive Officer, Director
Thank you, Sherri. Let me, let me summarize where we are today. We're pleased that we closed on the sale of our tissue business which has allowed us to significantly deleverage our balance sheet with the sale of tissue. We're strengthening our position as a premier and dependent supplier of paperboard packaging products to North American converters.
We have a well invested acid base and a strong reputation for service and quality.
We have a strong history of supporting our independent customers regardless of market conditions and we're committed to helping them win.
We continue to strengthen the sustainability of both the products we produce and how we produce them.
We're optimistic about the medium to long, long term prospects for our industry and our company as a result, we expect strong margins and cash flows through the cycle and aim to strategically deploy capital to create long term shareholder value.
Finally, I'd like to thank all our people for their efforts to remain focused on operating safely and providing excellent service to our customers. During this time of transition, I'd like to especially thank our tissue team for building an outstanding business and managing through this time of change.
With that. We'll open it up to your questions.
Operator
Thank you. We will now begin the question and answer session. (Event Instructions)
Your first question comes from the line of Matthew McKellar from RBC Capital Markets. Your line is open.
Matthew McKellar - Analyst
Hi, good afternoon. Thanks for taking my questions. Appreciate all the detail with results and congratulations on closing the tissue sale.
1st year, you certainly you talked about potential investments, potentially using more mechanical and recycled pulp consumption, I believe to you arrive at a lighter weight product to compete with folding boxboard. Can you just provide a bit more color on what these investments would mean in terms of dollars and time lines? And then it'd be more broadly speak to what a lightweight product in the portfolio would mean for your ability to meet customer preferences and potentially drive higher utilization levels of time. Thanks.
Arsen Kitch - President, Chief Executive Officer, Director
Good questions, Matt. I think there's two questions in there. One is around the scale of these, of these investments, you know, from a from including these types of additional puls into our system, I would say these are small to medium sized investments. I I won't give a specific number out there but, you know, measured and in, in, in millions of dollars, it's essentially improving our, our, our, our pulper to make sure that we can add these these pulp streams into our, into our paper machines. So these, these particular projects aren't, aren't massive in nature. A folding, folding boxboard offers a lighter weight product and it does have some trade offs on performance. So it can include up to, you know, 30% or more of, of this mechanical pulp. And we are looking at at products that include mechanical pulp but maintain the quality of, of SBS. So our goal is to deliver a lighter weight product that matches the current the current quality and printability of SBS. I hope that helps.
Matthew McKellar - Analyst
Yeah, that's great. And maybe to, to kind of follow up on that one. I think there is a comment too about an unbleached product that would potentially compete with CUK. Would this be to take advantage of, I guess a spread in price that that kind of exists between CUK and SBS? Or you also see CUK is growing faster over time and, and would have the ability, I guess to pivot and swing production back and forth potentially between grades.
Arsen Kitch - President, Chief Executive Officer, Director
You know, we're an exploratory stage stage on this. There is not much of CUK supply to the independent market. So we see a, we see an opportunity with that offering. Again, we're exploring, we're exploring that great. It's a way for us to diversify our, our production mix especially at some of our, some of our facilities where, you know, geographically we, we may have, we may have an advantage. So we're, we're in exploratory stages of that more on that to come. We just wanted to provide a, provide a flavor of the types of things we're looking at.
Matthew McKellar - Analyst
Okay, thanks. That's, that's helpful. Maybe just switching gears here on, on your actions to reduce fixed costs. Could you maybe just provide a bit more color on, on kind of, you know, what the major items might be there and what your expectations are around cadence of those cost savings being realized through, you know, either the balance of 24 and, and probably through 25 in particular, please.
Arsen Kitch - President, Chief Executive Officer, Director
Yeah, so what we mentioned is, is two things we're going to be targeting about a 10% fixed cost reduction and getting SG&A to about 6% of net sales. I'm going to estimate between SG&A and our fixed costs. We're probably 5 $600 million of of of spend. So we're targeting 50 plus million of annualized savings. Again, we're in the planning stages of that. So I don't want to commit to a specific cadence. But, but fair to say, we want to capture as much of those of those savings as possible. Next year, You know, thinking maybe as high as 30 to $40 million next year of saying that are baked into our 2025 outlook.
Matthew McKellar - Analyst
Okay. That's helpful. And around your outlook, I think on the last call you talked about maybe potentially taking some price and cup and plate stock. Could you provide any color on how successful that was? What in price improvements if any may be embedded in your expectations for Q4 in 2025?
Arsen Kitch - President, Chief Executive Officer, Director
No, Matt, we shy away from, from commenting on pricing actions and on, on earnings call. So we'll stay away from that. I think it's our, our best, our expectations are embedded into our into our Q4 guidance as well as the 2025 outlook. I I think what we mentioned is approximately 40 to $50 million of negative price/cost impact next year. So that's between price, price and cost. And I think that accounts for what we see as a continued, continued down cycle in SBS.
Matthew McKellar - Analyst
Okay, thanks. That's, that's helpful. The last one for me just on the hurricane and maybe the Port strikes. I think you talked about it impacting he into your Q3 results. Should we think about there being an impact embedded in your Q4 guide as well? And apologies if I missed that and then around the short lived port strikes in the east coast, do those drive any sort of disruption in the paperboard market that we should be thinking about? Probably just around Q4 specifically? Thanks.
Sherri Baker - Chief Financial Officer, Senior Vice President
Yeah, Matt, I can answer that. So on the hurricane, the 5 million was specific to the Q3. You're probably looking at another 2 to 3 million in the fourth quarter which would be embedded in our guidance and no impact from any of the, the labor issues that were going on in the ports. So no impact to us from that.
Matthew McKellar - Analyst
Okay, thanks very much. I'll turn it back.
Operator
Then if you'd like to ask a question, press star one on your telephone keypad and there are no further questions. This does conclude today's conference call. Thank you for your participation.
You may now disconnect.