Peter J. Gundermann
Analyst · Sidoti
Thanks, Debbie. Good morning, everybody. We will talk through our fourth quarter and 2013 final results. We'll give a preview to 2014 and obviously these are pretty exciting times for our company. We're making some big steps, and we think beginning to experience some really good progress. We hope you share our enthusiasm as we go through these topics. The fourth quarter of 2013 saw us complete a couple of planned acquisitions, which we've had in the works for a while, that of AeroSat Corporation on October 1 and PGA in early December. The contribution of these 2 companies, in addition to PECO, which we acquired in July of 2013, made our fourth quarter look really good on the top end, at least. Revenue was great. There are some things that are easy to see. Revenue is one of them. We set a new record of $105.5 million, that's a 56% increase over the comparative period of Q4 2012. If you strip out the acquisitions and their contribution to revenue in the fourth quarter, organically, our growth was about 21% -- 21.2% over the comparative period of the final quarter of 2012. So pretty strong growth, both organically and through acquisition. Bookings also were very strong. We set a new record there, too, of $109 million, just shy of $109 million, and our ending backlog as we entered 2014 was also at an all-time record of $214 million. The margin profile is a little more bit complicated to understand. Our reported numbers per GAAP accounting treatment, our fourth quarter gross profit was $25.2 million, that's a gross margin of 23.9%, which is somewhat lower than what our 2-year running average is. If you were to go back over the last 2 years and take a mathematical average of our gross margin percent, you'd find that it was 26.1%. So 23.9% in Q4 would appear on its surface to be lower than what our average has been of 26.1%. Similarly, at the bottom line, net income, we reported $6.4 million of profit with -- which is a net margin of 6.1%. And again, if you were to go back over the last 8 quarters and do a mathematical average, you'd find that we averaged 8.2%. So 6.1% reported in Q4 would appear to be lower than our 8.2% moving average. But the big thing that you got to keep in mind in light of our acquisition efforts is the treatment that purchase accounting imposes on the fair market valuation and write up, usually, of inventory acquired. So you buy a company, the inventory gets bumped up to a fair market value, which means that as you shift that inventory, you, as the acquirer, make much less money than you would on a normal ongoing state. And we try to break this out for you so you can gauge our performance in light of this purchase accounting impact. In Q4, the expense that we faced for this purchase accounting treatment was about $3.5 million or about 3.3% of sales, which comes right out of gross margin as the acquired inventory is sold. These costs are temporary and we expect them to flush through by the end of the first quarter of 2014 for our 2013 acquisitions. In any event, taking this $3.5 million increased expense into account in the fourth quarter, if you were to back it out, you'd find gross margins would've been 27.2%, which compares favorably to our 2-year average of 26.1%. And you'd find that our net income at our effective tax rate would have been about $8.9 million or 8.4% of sales above our 2-year average of 8.2% of sales. So our GAAP margins or profitability has definitely has been affected by this purchase accounting treatment. Our earnings per share without the $3.5 million inventory markup would have been about $0.48 per share in the fourth quarter instead of the reported $0.34 a share. So the expensing of the inventory cost us about $0.14 per diluted share. Again, we expect going forward, we'll talk about 2014 in a few minutes, but we expect another $2.6 million of this type of expense to come in the first quarter, and we expect after that basically to be done with this kind of flushing of inventory from our 2013 acquisitions. There are a couple of other things worth mentioning going on in the fourth quarter. The first is that we had a series of little adjustments in terms of customer reschedules in or out and some mix changes that were not ideal. So even compared to the third quarter, some of you are going to compare us to the third quarter, which was a particularly strong quarter in terms of profitability and ask us why the drop off. We're going to answer, just so you know in advance, that it's basically just a mix change and little schedule changes, and it's nothing for us to get too concerned about. We also, in the fourth quarter, for those who are interested, had some pretty substantial transaction related costs associated with the acquisitions. We estimate those to be about $0.5 million for the quarter. A couple of other items to point out on our fourth quarter income statement. We do not publish EBITDA analysis, but we know that many people do. And obviously, central to those kinds of analyses, are -- our interest expense in the fourth quarter was about $2 million, which is up substantially from where we were in the comparative quarter at the end of 2012 when we're about $270,000. Obviously, as long as we're carrying that, we're going to have that interest expense. But when we -- when or if we retire that debt, that interest expense will come down. And in the fourth quarter, our depreciation and amortization expense was up substantially also about $4.5 million, up from about $1.95 million in the fourth quarter of 2012. So there are different ways to do EBITDA analysis, we understand that. But we believe that pretty much no matter how you do it, the margin strength of the business as it unfolds becomes pretty evident. Looking at 2013 in summary. Our year final revenue numbers were $340 million, just shy. That's up 27%, 28% from where we were in 2012. Organically, excluding the acquisitions, we grew at just under 19% for the year. Net income for the year was $27.3 million or 8% of sales. $1.49 per diluted share, that compares favorably to 2012 net income of $21.9 million, 8.2% of sales, and about $0.20 per diluted share. Again, the fair market value writeup of inventory cost us in the year, net income would have been about $31.1 million or $1.69 per share as opposed to $1.49 per share in the normal ongoing state. Our engineering and development expenses for the year came in at $52.8 million, up from $45 million in 2012. Kind of interesting to note that our 2013 E&D expenses were about 15.5% of sales, that's down from 16.9% in 2012 and we'll see in a minute, I think it's a reasonable assumption that, that percentage will continue to drop even as the absolute number rises in 2014. Year-to-date bookings in 2013 were $357 million, that's about 5.2% above sales. And our backlog, as I said earlier, at the end of the year, was $214 million, a big step up from our Q3 backlog where we ended at about $168 million. Our Aerospace segment continues to dominate our business. Year-to-date, $330 million in revenue, up 30% from 2012 and 97% of our total. Some numbers that people are usually interested in, Panasonic, our largest customer, was $30.1 million in revenue in Q4. Our other listed customer was Boeing where revenues were about $22.4 million in Q4. Our in-seat power or Cabin Electronics sales, which we no longer break out, were about $45.3 million in the fourth quarter and that makes it about $164 million for the year, up about 15% over where we were in 2012. Our Test Systems segment year-to-date at the end of the year ended about $9.4 million, 2.8% of our total sales, and down from $11.5 million in 2012. It was again not profitable at that level with an operating loss of about $3.8 million year-to-date. Bookings were $12.9 million and backlog at $7.1 million. Our Test Systems segment, we expect, will get a very lively injection with our planned acquisition of the EADS test and services business that we talked about in our last call. We, as a preview, are thinking that, that acquisition will close towards the very end of this month, maybe the beginning of March. Our balance sheet, we feel, ended the year at a pretty healthy state. Cash was about $55 million. Total debt was about $200 million for a net debt of about $145 million, $146 million. We feel very adequately capitalized for the task that's ahead of us. So looking forward, as I mentioned, we had strong bookings in the second half of 2013 and we ended the year with a pretty strong backlog of $214 million. We are initially establishing guidance revenue-wise for 2014 in the range of $585 million to $640 million. Our base business, as it exists today, we expect to produce somewhere in the neighborhood of $485 million to $520 million, and we are expecting our EADS acquisition, when that happens, to contribute somewhere in the neighborhood of $100 million to $120 million. So the midpoint of the combined range would be somewhere about $612 million, that would be an increase of 80% over 2013. That's obviously a big bite to chew, but we are excited at the prospect and we feel pretty well prepared for it. There are some moving parts which could heavily influence that total. One is the closing date of the EADS acquisition. We are currently working through some, I guess, closing checklist items, for a lack of a better term. The one that is perhaps the least predictable is our Department of Justice Antitrust investigation, which is mandatory based on the size of this deal. We don't expect any problems there. But it's not a highly interactive process, to say the least. So we kind of sit on our hands and wait. We're expecting to hear something by the end of this month, could be any day. That's kind of a gating item. There are some other things that we're more in control of and a little bit more predictable, and we are working to a timeframe to have those wrapped up over the next week or 2. The other issue that could have a material impact on our 2014 performance will be a series of STC projects in place with our AeroSat operation. We expect that by the time we hold another conference call, we will have a number of those kind of through the process. There are 6 or 7 or those or 8 of those in work at the moment in various stages of complying with the FAA requirements and we believe that we're in a favorable position to start wrapping some of those up. If we don't, obviously, that would have a negative impact to our expectations for the year. Some other numbers, we expect capital expenditures to be somewhere in the $33 million to $37 million range for 2014. That's higher than we usually have in part, are largely due to a new building that we bought actually already this year in Portland, Oregon for our PECO operation. That's a facility that we'll be fitting out and moving into over the rest of this year, should have that move largely done by the end of this year. We're expecting our engineering and development expense, at least up front, to be somewhere in the $65 million to $69 million range, that excludes EADS. $65 million to $69 million would be somewhere around 10% or 11% of sales, which is substantially lower than our 2013 total where we ended up at 15.5% of sales. So we have been living for a number of years with pretty high engineering and development expenditures. I don't want to suggest today that we're fundamentally entering a new lower level of that type of activity. It may be turned out to be that way, but it may not. We will obviously keep you informed. But for the time being, for the best of our information, we expect that percentage to drop in 2014. For the first quarter, which we're halfway through at this point, we're expecting revenues of $130 million to $140 million. Again, that's assuming a closing date towards the end of this month for EADS and certain STC progress at AeroSat. And again, in the first quarter, we will have another $2.5 million expense of the inventory step up accounting process from our 2013 acquisitions. So once we get done through the first quarter, we won't face those charges anymore. Some of you may ask what we expect the inventory step up to charge to be with EADS going forward, and I think we will tell you that we don't know yet because we don't have the deal done, and we haven't gone through these allocation or purchase price exercise that is necessary before you get to those kind of numbers. So I think that ends my prepared remarks. We can open it up for questions at this point.