Brookfield Business Partners L.P. (BBU) Q2 2019 Earnings Call Transcript
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Brookfield Business Partners L.P. (NYSE: BBU)
Q2 2019 Earnings Call
Jul 31, 2019, 10:00 a.m. ET
Contents:
Prepared Remarks
Questions and Answers
Call Participants
Prepared Remarks:
Operator
Welcome to the Brookfield Business Partners' Second Quarter 2019 Results Conference Call and Webcast. [Operator Instructions]. After the presentation, there will be an opportunity to ask questions. [Operator Instructions]
Now I'd like to turn the conference over to Jaspreet Dehl, Chief Financial Officer. Please go ahead, Ms. Dehl.
Jaspreet Dehl -- Managing Partner and Chief Financial Officer
Thank you, operator, and good morning, everyone. Welcome to Brookfield Business Partners' 2019 Second Quarter Conference Call.
Before we begin, I'd like to remind you that in responding to questions and in talking about our growth initiatives and our financial and operating performance, we may make forward-looking statements. These statements are subject to known and unknown risks and future results may differ materially. For further information on known risk factors, I would encourage you to review our filings with the Securities Regulators in Canada and the U.S., both of which are available on our website.
I'll pass the call over to Cyrus to provide an update on our strategic initiatives. After which, I will review our financial results for the second quarter. We will then be available to take your questions.
I'll now pass the call over to Cyrus.
Cyrus Madon -- Managing Partner, CEO Private Equity
Thanks, Jaspreet. Good morning, everyone. Thanks for joining us today. We're really pleased to report that we had a great performing quarter from an operating perspective this quarter, and we also progressed many strategic initiatives.
I thought I'd start by giving an overview of our Healthscope acquisition. HealthScope is the second-largest private hospital operator in Australia and the largest pathology services provider in New Zealand. Its hospitals in Australia serve as critical social infrastructure, providing best-in-class essential services to the private sector and its pathology business is a stable business underpinned by contracts with health authorities that serve 75% of New Zealand's population.
HealthScope became the target of a hostile takeover offer and this followed underperformance of its $800 million investment program into developments, redevelopments across 18 sites, the largest of which was the Northern Beaches Hospital which is in Sydney. We saw a chance to step in, work with HealthScope's board and management to structure a superior transaction and provide a tailored solution that benefited both the company and the shareholders.
We've employed this approach in the past where activist shareholder pressure, enabled us to acquire great businesses, including GrafTech, BGIS and Quadrant. And we think that continued -- the continued increase in shareholder activism will lead to additional growth opportunities for BBU over time. HealthScope has a proven track record as a high-quality, defensive and cash flow generative business. It's operationally intense. It has high barriers to entry, and we see an opportunity to enhance its current operations and support future growth.
Since closing our acquisition, we've been working to address challenges at the Northern Beaches site, which serves public patients alongside private patients. The ramp up of the public portion of the facility has been successful, but the private portion of the hospital remains behind schedule and operating below capacity. We've developed a plan to stabilize and improve that hospital's performance.
And although we expect it will take some time to resolve these issues, we are confident that Northern Beaches will generate significant value within HealthScope's portfolio over the long term. Moving on to Teekay Offshore. During the quarter, together with our institutional partners, we acquired Teekay Corporation's remaining interest in Teekay Offshore for $100 million. So our consortium currently owns about 73% of Teekay Offshores' outstanding units, and we recently submitted an offer to acquire the remaining issued and outstanding publicly held common units.
A special committee of Teekay Offshores' Board, consisting of non-Brookfield affiliated directors is running an independent process with the support of independent financial and legal advisors to evaluate our offer. On our last call, I explained our investment thesis on Clarios, which is our world-leading automotive battery manufacturer and distributor. We closed the acquisition of Clarios on April 30.
Operating performance for the 2 months following our acquisition was strong, but our results were negatively impacted by noncash acquisition-related inventory charges to EBITDA that we are required to record under accounting standards. And for those of you remember, we live through a similar issue in relation to GrafTech when we bought GrafTech. Our carve-out activities of the business are progressing well. We've established a new company Board.
We're setting up new finance and IT functions within the company. We are working with the management team to build an overall strategic plan and execute on profitability improvement initiatives, especially at the company's North American operations. Subsequent to quarter end, we acquired 100% of Ouro Verde by way of recapitalization to strengthen that company's balance sheet and to support its growth plans.
Ouro Verde has established itself as a leading fleet management company in Brazil, has demonstrated consistent performance across economic cycles. We acquired this business for good value and the fragmented fleet industry in Brazil, combined with the strength of Ouro Verde's nationwide operations, large multi-asset fleet and long-term client relationships should help us grow this business.
During the quarter, we also progressed our capital recycling initiatives to support the funding of these growth initiatives. In May, we completed the sale of BGIS, our global facilities management business. In June, we closed the sale of our executive relocation business, BGRS. Proceeds from these sales totaled more than $400 million and have been recycled into our recent investments. And that completes my update on our strategic initiatives.
I'm now going to give the call back to Jaspreet to speak about our financial results.
Jaspreet Dehl -- Managing Partner and Chief Financial Officer
Thank you, Cyrus. If you read our press release and letter to unitholders this morning, you will note the changes that we've made to our disclosures. Beginning this quarter, we are focusing our discussion of operating performance on company EBITDA and providing additional disclosure in our supplemental materials around larger businesses within each segment.
Our goal remains to create long-term intrinsic value growth per unit, and we fully expect earnings and cash flow volatility from quarter-to-quarter. Our aim in enhancing our disclosure is to assist you in having a more informed view of the operating performance of our larger businesses.
Moving to our results. Brookfield Business Partners generated company EBITDA for the second quarter of 2019 of $237 million compared to $182 million in 2018. Company FFO for the period was $435 million or $3.35 per unit compared to $177 million or $1.37 per unit in 2018. Company FFO included gains realized on the sale of operations within our business services segment.
For the second quarter, net income attributable to unitholders was $107 million or $0.82 per unit compared to $119 million or $0.60 per unit in 2018. The decrease was partly due to an impairment charge recorded during the quarter related to our investments in Teekay Offshore.
I'm now going to go through segment performance, starting with our Infrastructure Services segment. In our Infrastructure Services segment, we generated company EBITDA for the second quarter of $88 million compared to $41 million in 2018. Results benefited from the incremental contributions from Westinghouse, which we acquired in the third quarter of 2018. Westinghouse contributed EBITDA of $40 million for the quarter. The company continues to benefit from a strong spring outage season and the provision of engineering services for new plant activity in the U.S.
During the second quarter, shipment volumes of fuel assemblies were approximately 20% lower than the significant number reported in the first quarter. This was not expected and results were in line with our expectations. In addition, overall contribution from new projects business was lower in the second quarter compared to the first quarter. Operationally, we continue to generate productivity gains from our business improvement initiatives under way.
And overall, the business remains on track to achieve an EBITDA of up to $600 million for the year. Our Industrial segment generated company EBITDA of $108 million during the quarter compared to $118 million in the same period last year. The decline in EBITDA from the prior period was due to lower contribution from GrafTech, primarily the result of our decreased ownership of the business
This decrease was offset by higher EBITDA contributions from North American Palladium, which was supported by continued strong palladium prices. Industrial segment results also includes the partial quarter contribution of Clarios, which generated strong operating EBITDA during the quarter. As Cyrus mentioned, reported EBITDA at Clarios was negatively impacted by approximately $50 million of higher-than-normal costs associated with the write-up of inventory as part of our acquisition.
Moving on to our Business Services segment. Our Business Services segment generated company EBITDA of $61 million in the second quarter compared to $37 million in 2018. Results benefited from improved performance in Multiplex and a partial quarter of contribution from Healthscope. Multiplex, our construction services business reported company EBITDA of $23 million with continued strong performance in our Australian operations.
During the second quarter, Multiplex delivered 11 projects and performed approximately $1 billion of work. Our backlog at the end of the second quarter was approximately $7 billion. I will end my comments with an overview on our liquidity. We recently completed an $840 million equity offering. And during the quarter, we also successfully upsized our corporate credit facilities from $1.3 billion to approximately $1.6 billion.
We ended the quarter with $1.3 billion of cash and liquid securities. And including undrawn facilities, with over $3 billion of corporate liquidity. Pro forma for the anticipated funding of closed transactions, we have record corporate liquidity today of approximately $2.4 billion, including about $800 million in cash and liquid securities. We're confident that our strong liquidity position will position us to support our businesses and take advantage of opportunities in the market to create long-term value for our unitholders.
With that, I'd like to close our comments and turn the call back over to the operator for questions.
Questions and Answers:
Operator
Thank you. [Operator Instructions] Our first question comes from Devin Dodge with BMO Capital Markets. Your line is open.
Devin Dodge -- BMO Capital Markets -- Analyst
Thanks. Good morning.
Cyrus Madon -- Managing Partner, CEO Private Equity
Hi, Devin.
Devin Dodge -- BMO Capital Markets -- Analyst
So the earnings contribution from Clarios is a bit lower than we were expecting, even if we kind of back out that inventory write up. I suspect there might be some extra costs or some inefficiencies associated with the change in control of the business, but can you help us understand how long these extra costs will stick around? And when we should expect the business to get back to closer to that $1.7 billion EBITDA run rate that it generated last year?
Jaspreet Dehl -- Managing Partner and Chief Financial Officer
Hi, Devin, it's Jaspreet. I'll answer your question and then Cyrus can add to it. So you're exactly right. We closed the acquisition of Clarios at the end of April, so the current quarter results have two months of contribution, and it's hard to kind of annualize two months of EBITDA to develop an expectation for the year. One of the reasons is the higher inventory charge, which you referenced. But then the other piece of the equation is just the fact that Clarios is a carve-out from a large organization, and we are doing work around the carve-out activities. So the business is kind of in line with our expectations. It's early days, and we're fully confident that we'll be able to maintain and over time, even exceed that EBITDA target. And -- but it will take us a little bit of time to kind of have that flow through our results.
Devin Dodge -- BMO Capital Markets -- Analyst
Okay. Okay. That makes sense. And maybe switching to Westinghouse, can you help us better understand some of the lumpiness in earnings that we're seeing at Westinghouse? I think you're highlighting some -- or a decline in fuel assembly shipments. Just wondering if there's more to it. We thought Q2 was seasonally a stronger quarter for this business. I think the supplemental mentioned some challenges on a project in Europe. Just if you could walk us through the puts and takes that impacted Q2 results? And how we should be thinking about the back half of the year?
Jaspreet Dehl -- Managing Partner and Chief Financial Officer
Sure. So Westinghouse continues to perform very well and kind of in line with expectations. We did mention in Q1. The Q1 was exceptionally strong quarter. There were some fuel shipments that would have been revenue EBITDA in Q2 that were pulled into Q1, which helped with the strong performance as well as contributions from new plant projects during the quarter. So what we've seen this quarter, which was not at all unexpected, is lower contribution from lower shipments of fuel assembly, so they were about 20% lower compared to last quarter. So that had an impact.
And then I'd say, the overall contribution from new plant projects was a little bit lower than Q1 because of, as you referenced, the U.S. new plants project businesses progressing very well and had a significant positive contribution. And then we had some additional costs in Europe that impacted that segment. But just stepping back and kind of overall, the business is exactly kind of where we would expect it to be. And it's still kind of on track to reach the run rate EBITDA of between $550 million and $600 million that we had kind of indicated earlier.
Devin Dodge -- BMO Capital Markets -- Analyst
Okay. That's helpful. And maybe just sticking with Westinghouse. So we saw that you acquired a smaller nuclear-focused engineering firm in Canada. I know it's small versus the overall Westinghouse business, but are you able to speak to the benefits of this transaction? And do you expect to do more tuck-in type deals for Westinghouse?
Cyrus Madon -- Managing Partner, CEO Private Equity
We do expect to do more tuck-in type deals. It is very small, but it gives us a foothold in Canada, and it's a country in which we want to grow our business, in the longer term. So there's nothing immediate. In the longer term, we could pick up quite a bit of business there. But we needed physical presence here, and that's why we did it.
Devin Dodge -- BMO Capital Markets -- Analyst
Okay. Thank you. That's it for me.
Operator
Thank you. Our next question comes from Andrew Kuske with Credit Suisse. Your line is open.
Andrew Kuske -- Credit Suisse -- Analyst
Thank you. Good morning I think the first question is probably for Cyrus, and it's just on the back of your shareholder activism comment. Do you see a greater opportunity set really surfacing just given the rise in shareholder activism, creating really dislocations in the market to a certain degree and really reinforcing that you've got a longer-term view from a capital standpoint, which isn't necessarily focused on the quarters. So do you just see the opportunities that really growing with activists, taking an ever-present actions in the market?
Cyrus Madon -- Managing Partner, CEO Private Equity
Well, we do -- and look, this -- we've now bought 4 companies that we would never have bought but for this activism. So it's very tangible for us. We're now proactively going to meet all these activists and letting them know who we are and how we could be helpful in situations and proactively going to meet companies when they're under activist pressure as well. So look, it is -- it seems to be a trend today. I don't know if this will last forever. But, for sure, there is greater activism today than there was 10 years ago and there may be greater activism in the future.
Andrew Kuske -- Credit Suisse -- Analyst
And do you see that as really being complementary to the traditional approach that you've had where you've approached companies really proactively with carve-out proposals of businesses that you've liked?
Cyrus Madon -- Managing Partner, CEO Private Equity
Highly complementary because as you know, activists have a much shorter time frame in mind than we do and some investors do, so we think we can provide a solution to help boards and shareholders deal with these issues.
Andrew Kuske -- Credit Suisse -- Analyst
Okay, that's helpful. And then maybe just on the quarter. Gains were pretty outsized in the quarter, but that's really a core part of your capital management program of buying businesses, fixing, them, making them better and then disposing them at some point. I guess on a longer run basis, and this isn't really a question for the quarter, but how do you think about sort of -- what's a normal level of gains in your business on a long-term basis?
Cyrus Madon -- Managing Partner, CEO Private Equity
I can't give you a number. Andrew, as I sit here and think about it, I can't give you a number. I'd have to think about that. But I think you should expect it to be a regular part of our business on an annual basis. We should be generating gains all the time. It's just part of our capital allocation. So year-to-year, we should always have gains in our business.
Andrew Kuske -- Credit Suisse -- Analyst
Okay. That's great. That's my take. Thank you.
Cyrus Madon -- Managing Partner, CEO Private Equity
Thanks.
Operator
[Operator Instructions] Our next question comes from Geoff Kwan with RBC Capital Markets. Your line is open.
Geoff Kwan -- RBC Capital Markets -- Analyst
Hi. Good morning. My first question was the equity offering that you had just completed. I just wanted to get the thought process in terms of the size of capital that you raised. Is it kind of thinking about what the deal pipeline looks like on, say, a 12-months outlook, 18 months, and obviously, recognizing deals that you're looking at may not necessarily come through?
Cyrus Madon -- Managing Partner, CEO Private Equity
Yes. Geoff, I think, 12 months, 18 months is not a bad guess if I really had to guess, but it's really lumpy. And it's possible, we go through a year, maybe even longer and do nothing, right? It's possible. It's also possible we -- three things come to fruition all at once, and we spent all of this money sooner than later. But it's not a bad guess, Geoff, 12 months to 18 months. Also, keep in mind, we've got -- we also factor in proceeds from sales that we have planned. And as I just said, we always have something as we're contemplating someone.
Geoff Kwan -- RBC Capital Markets -- Analyst
Okay. And just the other question I had was on Multiplex. It sounds like -- just based from the commentary, I mean, I think you've talked in the past, the U.K. and Australia, those businesses. The issues that you've kind of had in prior years have been resolved. The Middle East, is it fair to maybe characterize it's in the rearview mirror? And then the second part of the question on Multiplex is any sort of update you can give in terms of the opportunities in India and Canada? And when you've talked about previously kind of a certain kind of steady-state level of EBITDA or FFO at Multiplex, given the rush being down in the Middle East, is the opportunity in Canada and India kind of replacing that? Or is it maybe additive to what you've done historically with that business?
Cyrus Madon -- Managing Partner, CEO Private Equity
Yes, so I'll start with the Middle East. Things are much better. And every quarter that goes by, things get further in the rearview mirror, although we can still see them in the review mirror, let's put it that way. So I want to be a little bit cautious, but it's much, much better and all the projects that we had issues with, we're working through them and finishing them. So every quarter, we have fewer issues to deal with. And we do have some projects in the Middle East that are profitable, and we've got the right kind of contract with the right client. And we'll have a smaller, tighter, but much better business there.
As to Canada and India, look, I think to build a real business in India will be very challenging for us. I think we've got a small presence there that gives us a window into potential opportunities, and we will try and maintain that because in the longer term, it should be helpful to us. Canada could become a much larger business, but it's going to take many years and -- to achieve that. It took us 10 years to build our U.K. business. It took us 10 years to build our Middle East business. Probably going to take us 10 years from start to scale to build the Canadian business, but there's a real opportunity in Canada.
And I think, overall, we would still target the kind of historical levels of FFO that we generated for this business. I'm just saying, on an overall basis. And we're not trying to grow this business because when you try to grow a construction business too quickly, what happens is you start reaching for -- you reach for revenue, you end up with a weak backlog, with weak margins, lots of risk. You don't have a supply chain that can keep up with you, so that's not our objective. Our objective is to keep this as a small type business that performs exceptional work for its customers and generates consistent cash flow.
Geoff Kwan -- RBC Capital Markets -- Analyst
And -- sorry, just one last thing. Just in terms of the strategy on Canada. Is that something because you've done some projects in Toronto that, that recognition can carry over if you're looking at doing projects in Montreal or in Vancouver or whatnot? Or is it kind of having to really build those relationships, not from scratch, but...
Cyrus Madon -- Managing Partner, CEO Private Equity
Yes. Look, our real focus is the greater Toronto area for now, and that's where the business is focused.
Geoff Kwan -- RBC Capital Markets -- Analyst
Okay, great. Thank you.
Operator
Thank you. Our next question comes from Paul Holden with CIBC. Your line is open.
Paul Holden -- CIBC -- Analyst
Thank you. Good morning. A couple of questions for you. First is, trying to get a sense of how cost of financing is impacting the way you're approaching acquisitions today? And if it's resulting in additional competition for deals?
Cyrus Madon -- Managing Partner, CEO Private Equity
Well, look, I think we've been -- I would say, we've been in a favorable financing environment for many, many years. So from that perspective, the environment has been competitive for many years. And even when -- unless you're talking about the credit crisis, the environment's always been fairly competitive. I don't think anything's changed today as opposed to 5 years ago, in respect of competition for deals that are driven purely by the financing environment.
Paul Holden -- CIBC -- Analyst
Okay. And does it change the way you think about the mix of capital you use in financing deals and/or acceptable takeout multiples?
Cyrus Madon -- Managing Partner, CEO Private Equity
Well, the way we look at acquisitions and capitalization on a deal-by-deal basis and the way we think about it is what's the safe level of financing for the particular business. And what we're focused on is putting nonrecourse financing in place, long-term maturities, little-to-no financial maintenance covenants whatsoever, flexible financing. If we can put that in place and the business can readily withstand the financing costs, we'll do that all day long as much as we can. Where businesses have more variability in cash flow and higher levels of financing might lead to financial -- might require financial covenants, then we'll throttle back the amount of financing on that business, that type of business.
Paul Holden -- CIBC -- Analyst
Okay. Second question then. So as part of your new disclosure on significant subsidiaries, you highlighted six significant subsidiaries. Ultimately, what do you think is the right number there to think about in terms of significant subs?
Cyrus Madon -- Managing Partner, CEO Private Equity
The right number -- when you say the right number, what do you...
Paul Holden -- CIBC -- Analyst
Where do you think the portfolio is optimized, right? Like, my view would be 6 fixed significant subsidiaries means, maybe a little bit more concentrated than you'd like to be. Is the right number more like 12 significant subs? 15? Or sort of a sense for that?
Cyrus Madon -- Managing Partner, CEO Private Equity
Look, look, I think that will continue to change as our business evolves. And if the business gets much bigger then it may be 8 very, very large companies and the ones we've listed today may no longer be so significant. So what we're trying to do is give you some ability to look at the business on an overall basis and see the forest through the trees and not get bogged down into too much detail, but I think that's just going to continue evolving.
Jaspreet Dehl -- Managing Partner and Chief Financial Officer
Yes. And maybe I could just add one thing. The portfolio has -- they've got 25 businesses today. And just to -- as your kind of thinking about BBU and looking what we were trying to do is for our 3 operating segments, give you a little bit of insight into the bigger businesses within those operating segments, so that you could think of value at that segment level but have some insight into what's driving the bigger pieces. So as Cyrus said, as the portfolio evolves and things change, that will change.
Paul Holden -- CIBC -- Analyst
Okay. I guess maybe -- let me rephrase the question and try again. Like how do you think about diversification across your portfolio and concentration risk and the drivers of value? Like there's a point you must have in your mind where you think the portfolio is optimized? Or put another way, sort of, on that efficient frontier of where it should be? And I'm guessing you're not there today, so kind of what is that ultimate destination? Or do you have an ultimate destination in mind in terms of optimizing the portfolio from a risk-return perspective?
Cyrus Madon -- Managing Partner, CEO Private Equity
We don't actually have any targeted diversification. What I would tell you is just the nature of our business is that we see many different types of industries and you can see that in our portfolio today. Many of our businesses are global in nature. I suspect you'll see more and more of that. So there will be a natural diversification, although we don't have anything targeted.
Paul Holden -- CIBC -- Analyst
Okay. That's all the questions I have. Thank you.
Cyrus Madon -- Managing Partner, CEO Private Equity
Thanks.
Operator
Thank you. Ladies and gentlemen, this does conclude today's question-and-answer session. I would now like to turn the call back over to Mr. Cyrus Madon for any closing remarks.
Cyrus Madon -- Managing Partner, CEO Private Equity
Thank you for joining us, and we look forward to speaking to you next quarter. And always, if you ever have questions, feel free to call myself or Alan Fleming or Jaspreet Dehl. Thank you.
Operator
[Operator Closing Remarks]
Duration: 32 minutes
Call participants:
Jaspreet Dehl -- Managing Partner and Chief Financial Officer
Cyrus Madon -- Managing Partner, CEO Private Equity
Devin Dodge -- BMO Capital Markets -- Analyst
Andrew Kuske -- Credit Suisse -- Analyst
Geoff Kwan -- RBC Capital Markets -- Analyst
Paul Holden -- CIBC -- Analyst
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