Mark E. Johnson
Analyst · Robert Marshall with Davenport & Co
Thank you, Norm. As Norm already elaborated, construction activity did not rebound to the levels we had anticipated, putting pressure on our results. However, we continue to invest substantial resources into making our organization stronger and more responsive to our customers. So this afternoon, I would like to quickly review our operating results, focusing my remarks on what we are doing to continually improve our operations. I'll start with a general overview and then dig into each of our segments. Revenue for the quarter was $317.2 million, up 6% from last year's fiscal third quarter, primarily as a result of the inclusion of Metl-Span for the entire period. On a sequential basis, revenues grew 8.1% from $293.4 million in the second quarter. Although our overall third-party volumes were up 9.6%, we continue to experience lower pricing levels in the prior year due to both competitive market pressure and lower steel input cost. We estimate that the pass-through of lower steel cost to our customers reduced our revenue by approximately $16 million as compared to the prior year period. We generated adjusted EBITDA of $17 million for the quarter, down from $18.9 million in last year's third quarter. Sequentially, our EBITDA increased 61% from the $10.6 million in the second quarter driven primarily by the seasonal increase in activity. Now I'll discuss some highlights from our segment results. Let's start with our largest revenue and earnings contributor, the metal Components group. Compared to the prior year's third quarter, it posted a 13% increase in total sales and a 17% increase in third-party sales, largely due to the acquisition of Metl-Span in late June of 2012. Last year's results included 6 weeks of Metl-Span versus the full 13 this year. We experienced volume growth in each of the underlying business units comprising the Components group. While the entire group's volume, measured in tons, increased 11%, we generated the strongest growth rate in the commercial and industrial application of insulated metal panels and commercial roll-up doors, but saw only muted growth in the larger metal components businesses. While this group also experienced lower sales price in many product lines as a result of competitive market pressure and passing through lower steel cost, it was mitigated by increasing the mix of higher value insulated metal panels. Despite the revenue growth, operating income was $8.1 million compared to $9.4 million in the 2012 period. The lower earnings resulted from higher operating cost as compared to the prior year related to several factors. First, this division incurred $1.2 million of nonroutine costs related to the integration of Metl-Span's operations with our existing operations and the finalization of certain purchase accounting matters. We have completed the vast majority of our integration efforts and do not anticipate similar costs moving forward. Second, this division invested $1.6 million in specific growth initiatives that we believe will lead to expanding our distribution channels, marketing effectiveness, and customer responsiveness. We believe that the benefits of these investments will be meaningful. Over the next several quarters, we will continue to devote resources in those areas with the objective of generating returns that will quickly offset the costs with improvements in our sales and operating margins. And third, we incurred $700,000 in incremental fixed cost associated with the ramp-up of the Mattoon, Illinois insulated metal panel plant. As panel sales maintain their strong growth and we balance the production across the combined facility, these incremental costs will become increasingly leveraged. Our Coatings division was able to grow operating earnings despite the continued ramping up of the Middletown, Ohio facility. The Coatings group total sales grew 4% while third-party sales grew 19%, which included production from our Middletown, Ohio plant. Internal sales were 4% lower due to variations in the timing of our internal supply chain. Operating income increased to $5.5 million compared to $5.1 million in last year's third quarter. Our new Middletown facility is now capable of producing all of the products required to supply its intended end markets and remains on track to begin contributing to earnings in our fiscal fourth quarter. During our third quarter, the Ohio facility produced an operating loss of $1.1 million. On August 6, 2013, a fire occurred at our Jackson, Mississippi coatings facility damaging 2 ovens. No one was injured and there was no damage to any of the high-value assets in the plant or inventory. We were able to resume shipping from the facility within a few days and quickly shifted production to other facilities, minimizing any disruption for our customers, both internally and externally. We anticipate that repairs will take between 45 and 60 days. During that time, we will service demand from our other plants. As a result in the fourth quarter, we anticipate incurring incremental operating cost of between $500,000 to $1 million to ensure our customers' needs are met despite higher logistical costs. Subsequently, over the next year, we anticipate recouping the majority of the incremental interruption costs from our insurance carrier, though we may not be able to recognize recoveries until the claims are fully resolved. The Buildings group performance was impacted by the combination of weak demand, continued competitive pricing pressure and declining steel prices. Total sales were down 3.6% compared with last year. However, the underlying tonnage volumes were up over the prior year by 3%. These increased volumes did not translate into higher revenue dollars due primarily to the pass-through of lower material cost to our customers and competitive pricing pressure. Sequentially, total sales rose 6.9% and third-party sales grew 8%. Operating income declined to $6.1 million in the third quarter compared to $9.1 million in the comparable quarter last year, and rose from $4.2 million in the second quarter. The reduction in earnings is primarily the result of lower margins on the pricing levels in the weak market environment. The performance was also impacted by the incurrence of an incremental $400,000 of specific costs designed to increase our sales effectiveness in manufacturing efficiency. We expect some of these cost to continue over the next several quarters as they begin to be offset by improving operating margins and higher business levels. Notably, the Buildings group completed an important system integration project during the quarter, which is the first phase of a multiphase project designed to significantly improve the responsiveness, quality and overall value of the products and services to our customers. While the initial phase was foundational in nature, it is an essential platform to us -- for us to facilitate the operational improvements we have been working on in 2013 and those we have planned for 2014. Turning back to the consolidated results, our consolidated gross margin was 21.1%, up slightly from the 20.7% from the second quarter on increased volumes leading to better fixed cost leverage but down compared to 22% in last year's third quarter. About 1/2 of the 90 basis point margin decline from the prior year is due to lower competitive pricing, particularly in the Buildings group. In addition, the margins were impacted by higher fixed cost for our new coating facility and insulated metal panel plants, which are now -- which are not yet fully leveraged, and a large portion of the Metl-Span integration costs were included in cost of goods sold. Engineering, selling and G&A costs were $62.8 million, flat with the second quarter and up compared to $55.6 million in last year's third quarter. The inclusion of Metl-Span added approximately $3.9 million, and it's the primary driver of the increase in cost. Additionally, we incurred $2.3 million in incremental specific cost, which I previously mentioned in the segment results, designed to improve our distribution channels, manufacturing capability, and marketing and sales effectiveness. Also as we have noted in the past, our quarterly noncash stock compensation amortization was $1.3 million higher than the prior year, as we have now reached the mature annual run rate for our plan. We anticipate that ESG&A expenses would run between $66 million and $68 million in the fourth quarter. ESG&A as a percentage of revenues fell to 19.8% compared to 21.4% in the second quarter, and increased from 18.6% compared to last year. As you know, we refinanced our existing $240 million term loan during the quarter. The new term loan extended the maturity of the loan to 2019, eliminated financial maintenance covenants, and generates annual interest cost savings of nearly $12 million, bringing our effective interest rate to approximately 4.5%. In connection with the refinancing, we incurred debt extinguishment charges of $21.5 million in the third quarter, which included the noncash write-off of existing debt, deferred debt issue cost and initial issue discounts, as well as a 1% cash payment for early termination. On an after-tax basis, the charges were $13.2 million or $0.21 per diluted common share. These charges are predominantly noncash items and are not significant compared to the true economic savings the company is gaining under the new structure. Our interest expense of $5.2 million in the third quarter, which is down sequentially from $6.2 million in the second quarter, partially reflects the lower interest cost and is anticipated to fall to between $3.3 million and $3.5 million starting in the fourth quarter. This amount includes all ancillary costs related to amortizing deferred debt costs and fees and costs associated with our ABL revolver. For the third quarter of 2013, we reported a net loss of $12.2 million or $0.19 per share. Excluding the impact of the debt extinguishment cost, we generated an adjusted net income of $1 million or $0.02 per diluted share. As a reminder, during the quarter, we converted all the outstanding convertible preferred shares into 54.1 million shares of common stock. This conversion simplified our capital structure and the calculation of our earnings per share by eliminating the preferred class of stock. All of this is reflected in our fiscal third quarter results and on our balance sheet. At the end of the third quarter, we had approximately 74.8 million shares outstanding. In the fourth quarter, we anticipate that our fully diluted share count using calculating our earnings per share will be approximately 75.7 million. And for the full fiscal year 2013, our weighted average number of diluted shares will be about 44.8 million. We reported an effective tax benefit rate of 44.9% for the quarter, which reflected discrete benefits related to utilizing a portion of our Canadian net operating loss and other discrete true-up. We would expect our tax rate for the fourth quarter to range between 38% and 40%. However, due to the debt extinguishment charge, which significantly reduced our taxable income, our effective tax rate will continue to be volatile as slight changes in earnings will have an outsized impact on the effective tax rate. Now a few comments on our balance sheet. We ended the third quarter with cash and cash equivalents of $16.1 million, down from $27.5 million at the end of our second quarter due to increases in working capital, capital expenditures and costs associated with refinancing of our term loan. Our inventories increased by 19% over the same period of the prior year, primarily as the result of higher purchases ahead of announced steel price increases, but also due to lower-than-anticipated volumes during the third quarter. Our annualized inventory turnover rate is 7.5x for the quarter compared to 8.3x last June. Now on to our capital expenditures. Year-to-date, we have invested approximately $17.5 million. As previously announced, our 2013 full year capital expenditures are expected to range between $27 million and $30 million, which includes the integration, enhancement and expansion of our product lines and operations across all 3 of our business segments. With that, I'll now turn the call back over to Norm.