Operator
Operator
Good morning. My name is Heidi, and I will be your conference facilitator today. At this time, I would like to welcome everyone to the AAM's Fourth Quarter and Full-Year 2016 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer period. As a reminder, today's call is being recorded. I would now like to turn the call over to Mr. Jason Parsons, Director of Investor Relations. Please go ahead, Mr. Parsons. Jason P. Parsons - American Axle & Manufacturing Holdings, Inc.: Thank you, and good morning, everyone. Thank you for joining us today and for your interest in AAM. Earlier this morning, we released our fourth quarter and full-year 2016 earnings announcement. You can access this release on our website, www.aam.com or through the PR Newswire services. A replay of this call will also be available beginning at 1:00 PM today through 11:59 PM, Eastern Time, February 17, by calling 855-859-2056, reservation number 87956021. Before we begin, I would like to remind everyone that the matters discussed in this call may contain comments and forward-looking statements subject to risks and uncertainties, which cannot be predicted or quantified, and which may cause future activities and results of operations to differ materially from those discussed. For additional information, we ask you refer to our filings with the Securities and Exchange Commission. Also, during this call, we may refer to certain non-GAAP financial measures. Information regarding these non-GAAP measures as well as a reconciliation of these non-GAAP measures to GAAP financial information is available on our website. During today's call, we will make reference to AAM's pending acquisition of Metaldyne Performance Group or MPG. Today's call is not intended and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy securities of AAM or MPG's. The pending acquisition is addressed in a preliminary registration statement on Form S-4 that has been filed with the SEC. This Form S-4 serves as a preliminary joint proxy statement. It is not complete and may be changed. The joint proxy statement will be mailed to stockholders of AAM and MPG after the registration statement is declared effective by the SEC. Investors should read this information in its entirety. Information regarding the participants and the proxy solicitation is contained in each company's annual proxy materials filed with SEC. Over the next couple of months, we expect to participate in the following conferences, the JPMorgan Global High Yield and Leverage Finance Conference on February 28, and the Bank of America Merrill Lynch New York Automotive Summit on April 12. In addition, we are always happy to host investors at any of our facilities. Please feel free to contact me to schedule a visit. With that, let me turn things over to AAM's Chairman and CEO, David Dauch. David C. Dauch - American Axle & Manufacturing Holdings, Inc.: Thank you, Jason, and good morning to everyone. Thank you for joining us today to discuss AAM's financial results for the fourth quarter and full year of 2016. Joining me on the call today are Mike Simonte, our President; and Chris May, our Vice President and Chief Financial Officer. To begin my comments today, I'll review the highlights of our fourth quarter and full-year 2016 financial performance. Next, I'll comment on AAM's 2017 stand-alone outlook and our new and incremental business backlog. And lastly, I'll provide a quick update on AAM's pending acquisition of MPG before turning things over to Chris. After Chris covers the details of our financial results, we will open up the call for any questions that you all might have. Let me start by saying, in 2016, AAM achieved another year of record sales and gross profit, strong global operational performance, and new business wins that will further diversify our business. A quick summary of our 2016 financial performance is as follows, and let me first start with sales. AAM's fourth quarter 2016 sales were $946.5 million. For the full-year 2016, AAM's sales increased to $3.95 billion, a new annual record for AAM. This sales growth was despite year-over-year headwinds related in part to lower metal market pass-throughs and foreign currency translation. Second, as it relates to EBITDA, AAM's adjusted EBITDA in the fourth quarter of 2016 was $148.2 million or 15.7% of sales. This is compared to $137.5 million in the fourth quarter of 2015 or 14.3% of sales. For the full year of 2016, AAM's adjusted EBITDA was up to $619.4 million. This is another record year for AAM, and it represents 8.5% increase compared to full-year 2015. AAM"s adjusted EBITDA margin was 15.7% for the full year of 2016 compared to 14.6% for the full year of 2015. Third, AAM's adjusted EPS in the fourth quarter of 2016 was $0.78 per share, compared to $0.67 per share in the fourth quarter of 2015. For the full year of 2016, AAM's adjusted EPS was $3.30 compared to $2.88 in the full year of 2015. From a cash perspective, AAM closed out the year with solid cash flow performance. AAM's adjusted free cash flow in the fourth quarter of 2016 was $62.8 million. For the full year of 2016, AAM's adjusted free cash flow was $198.6 million, compared to $189.5 million for the full year of 2015. Chris will provide additional information regarding the details of our financials in a few minutes here. But before we review our 2017 outlook, let me reiterate again that 2016 was another successful year for AAM, whereby we set many financial records along the way. But despite some of the global headwinds and significant launch activity, AAM's worldwide operations continue to perform at extremely high levels, and our record operational profit metrics reflect the ability of our associates to achieve demand and productivity initiatives, and display operational excellence on a day-to-day basis. As it relates to 2017, AAM is reaffirming the stand-alone targets we shared with you at the Deutsche Bank Conference in Detroit on January 11. We expect it to be another record year for AAM's sales and profitability. We believe the trend in global automotive market conditions will continue to be very strong and positive over the next couple of years. For the full year of 2017, we expect the U.S. light vehicle sales to be approximately 17.5 million units. While this represents to be flat to our year-over-year, these historically high sales levels combined with continued favorable mix in the truck, SUV, and crossover vehicle product segments, coupled with AAM's doing incremental business backlog, provides great opportunity for AAM to continue our history of record sales and record profit. Based on these industry sales assumptions and the anticipated launch timing of AAM's new business backlog, we're targeting full-year sales in the range of $4.1 billion to $4.2 billion in 2017. In 2017, AAM will support 23 major product and program launches that will drive profitable sales growth and further gains in our business diversification. Some of these launches include power transfer units of rear drive models with our EcoTrac disconnecting all wheel drive technology for GM's Chevy Equinox and GMC Terrain, both here in North America as well as equivalent models in China; power transfer units for Ford crossover vehicle in China; rear axle and drive shafts for MAN light vehicle commercial program in Brazil; expanded capacity of volumes for EcoTrac All Wheel Drive Systems for crossover vehicles with Fiat Chrysler in China; and front/rear drive units for SUVs for Jaguar Land Rover in Europe. For the full year of 2017, AAM is targeting adjusted EBITDA margins in the range of 15.5% to 16% of sales. AAM is targeting is adjusted free cash flow in the range of $175 million to $200 million for the full year of 2017. And AAM is targeting capital spending of 6.5% to 7% of sales for 2017. This increased level of capital spending in 2017 will support our new and incremental business backlog as well as future replacement programs of that you're aware of. As far as future business goes, we have communicated AAM's new and incremental business backlog of $875 million covering the years of 2017 to 2019. And the cadence supporting that is $375 million in 2017, $250 million in 2018, and $250 million in 2019. And we continue to work on approximately $1 billion of quoted and emerging business opportunities that will run across our entire product portfolio and are geographically and customer diverse. Before I turn things over to Chris, let me provide you a quick update on our proposed acquisition of MPG. Presently, we're currently on track to close the transaction in the first half of 2017, which we initially communicated back to you in the November period of time. As we look forward to satisfy the remaining closing conditions, we are busy filing for the integration process of these two companies and are committed to be ready on day one. We have mobilized our integration management office or IMO office to support and coordinate both pre and post-close activities. And the IMO office will report directly to a steering committee made up of myself and AAM's President, Mike Simonte, along with MPG's Chairman, George Thanopoulos; and their President and CEO, Doug Grimm. The goal of the IMO office is to drive synergy capture of at least $100 million to $120 million in identified annual savings to prepare for the flawless and honest launch of combined entities to operations, so that we're seamless and anonymous to our customers. These changed management activities and the cultural integration of these two companies and design and launch several clear integration process for all of our stakeholders. And clearly, the IMO will benefit from AAM's rigorous program management discipline along with MPG's extensive M&A and integration experience. And while we continue to operate as two separate companies until the transaction is closed, we're excited to begin the integration and synergy attainment process. At the same time, as we look towards what we expect to be a transformational year for AAM in 2017, we will be very laser-focused on our commitment to provide our customers with world-class quality, operational excellence and technology leadership. That concludes my comments for this morning. I'd like to thank each and every one of you for your attention today. Let me now turn the call over to our Vice President and Chief Financial Officer, Chris May. Chris? Christopher John May - American Axle & Manufacturing Holdings, Inc.: Thank you, David, and good morning to everyone. Today, I will cover the financial details of our fourth quarter and full-year 2016 results. So, let's go ahead and get started with sales. As David mentioned, AAM's sales in the fourth quarter of 2016 were $946.5 million, compared to $958.4 million in the fourth quarter of 2015. AAM's non-GM sales for the quarter were flat at approximately $323 million. For the full year 2016, AAM's sales increased to $3.95 billion as compared to $3.9 billion in the full year of 2015. This sales increase was despite an approximately $40-million headwind related to lower metal market pass-throughs to our customers and foreign currency translation and a year-over-year reduction of approximately $50 million related to a North American commercial vehicle program that we exited in the second half of 2015. Non-GM sales for the full year of 2015 were approximately $1.3 billion and the same amount in 2016. AAM's content-per-vehicle is measured at the dollar value of our product sales supporting our customers' North American light truck and SUV programs. In the fourth quarter of 2016, AAM's content-per-vehicle was $1,634, compared to $1,645 in the fourth quarter of 2015. The reduction is primarily the result of annual price-downs from our customers. On a sequential basis, AAM's content-per-vehicle in the fourth quarter of 2016 was up $22 as compared to the third quarter of 2016. The primary driver of the sequential increase in content-per-vehicle was favorable mix and seasonally higher four-wheel drive penetration. In the fourth quarter of 2016, four-wheel drive penetration reached approximately 74%, up from 71% in the third quarter. Now, let's move on to profitability. In both the fourth quarter and full-year 2016, AAM continued to deliver strong operating profit metrics. Gross profit was $176.1 million or 18.6% of sales in the fourth quarter of 2016. This compares to $159.8 million or 16.7% in the fourth quarter of 2015. For the full year of 2016, AAM achieved record gross profit of $726.1 million, or 18.4% of sales. Adjusted EBITDA or earnings before interest, taxes and depreciation and amortization was $148.2 million in the fourth quarter of 2016, or 15.7% of sales. Adjusted EBITDA in the fourth quarter of 2016 excludes the impact of $22.2 million of restructuring and acquisition-related costs. These costs reflect professional fees and other transaction expenses related to pre-merger integration activities as part of our pending acquisition of MPG. It also reflects restructuring charges and expenses related to a plant closure in India and a global restructuring program that was initiated in the fourth quarter of 2016. This program is focused on creating a more streamlined organization in addition to reducing our cost structure and preparing for upcoming acquisition integration activities. Adjusted EBITDA in the fourth quarter of 2015 was $137.5 million or 14.3%. Adjusted EBITDA in the fourth quarter of 2015 excludes the impact of $0.8 million of debt refinancing and redemption costs. So, for the full year of 2016, AAM's adjusted EBITDA increased nearly $50 million to $619.4 million. Adjusted EBITDA margin for the full year of 2016 was 15.7% of sales, compared to 14.6% in the full year of 2015. Adjusted EBITDA in the full year of 2016, excludes the impact of $26.2 million of restructuring and acquisition-related costs, and a $1-million non-recurring investment gain that we previously disclosed. AAM continues to capitalize on strong capacity utilization trends in North America, lower net manufacturing costs resulting from productivity improvements, operational excellence across our global facilities, and a favorable environment as it relates to certain commodity costs including impact of foreign exchange. Now, let me cover SG&A and interest. SG&A expense, including R&D in the fourth quarter of 2016, was $84.4 million or 8.9% of sales. This compares to $72.7 million in the fourth quarter of 2015 or 7.6% of sales. AAM's R&D spending in the fourth quarter of 2016 was $37.5 million, compared to $31.3 million in the fourth quarter of 2015. The R&D trend in the quarter is consistent with the full year that I will discuss next. For the full year of 2016, SG&A expense was $319.2 million or 8.1% of sales. This compares to $277.3 million for the full year of 2015 or 7.1% of sales. A significant driver of increased SG&A spending in 2016 compared to 2015 was R&D spending. AAM's R&D spending for the full year of 2016 was approximately $149 million compared to approximately $114 million for the full year of 2015. This increase in R&D spending is primarily related to investments in advanced technologies such as our QUANTUM light axles and drive units, next-generation EcoTrac Disconnecting All Wheel Drive Systems, our e-AAM hybrid and fully electric drivelines, and our developing mechatronics and electronic control system technologies and capabilities. SG&A in 2016 also reflected wage and benefit inflation and higher incentive compensation accruals. Net interest expense was $22.9 million in the fourth quarter of 2016 compared to $23.9 million in the fourth quarter of 2015. For the full year of 2016, net interest expense was $90.5 million as compared to $96.6 million in 2015. This decrease mainly reflects the favorable impact of prepaying our term loan in December of 2015. Before interest tax expense, let me review other income. The two primary components of other income for AAM are foreign exchange gains and losses and earnings from our Hefei joint venture in China. Other income was $4.8 million in the fourth quarter of 2016 compared to $1.1 million in the fourth quarter of 2015. The increase in the fourth quarter of 2016 mainly relates to the net favorable impact of foreign exchange remeasurement gains primarily related to the Mexican peso. For the full year of 2016, other income was $8.8 million, compared to $12 million for the full year of 2015. In both 2016 and 2015, AAM benefited from the net favorable impact of foreign exchange gains again primarily related to the remeasurement of the Mexican peso-denominated assets and liabilities. As we discussed previously, these quarterly financial exchange remeasurements can increase or decrease other income every period based on the quarter-end exchange rate, and we are subject to the uncertainty of currency movements each quarter. With that, I'm going to move on to taxes. AAM's income tax expense in the fourth quarter of 2016 was $4.5 million. AAM's income tax expense for the full year of 2016 was $58.3 million, compared to $37.1 million in 2015. For the full year of 2016, AAM's effective tax rate was 19.5%, compared to approximately 14% for the full year of 2015. As we had anticipated and communicated in the previous earnings calls, we ended up at the high end of our range of 15% to 20% for the full year of 2016. Also keep in mind when comparing 2016 to 2015, that in 2015, we had a favorable adjustment to income tax expense of $11.5 million related to the resolution of our transfer price audits in Mexico. Taking all of these sales and cost drivers into account, GAAP net income was $46.9 million or $0.59 per share in the fourth quarter of 2016, compared to $62.9 million or $0.81 per share in the fourth quarter of 2015. For the full year of 2016, AAM's GAAP net income was $240.7 million or $3.06 per share, compared to $235.6 million or $3.02 per share for the full year of 2015. GAAP net income and earnings per share include the impact of restructuring and acquisition-related costs, debt refinancing and redemption costs, and non-recurring items discussed in this call and noted in our earning's press release. EPS adjusted to exclude these items was $0.78 per share for the fourth quarter of 2016 and $3.30 for the full year of 2016. Now, let me address cash flow and the balance sheet. AAM defines free cash flow to be net cash provided by operating activities less capital expenditures net of proceeds of sale of property, plant and equipment and government grants. AAM defines adjusted free cash flow to be free cash flow excluding the impact of cash payment for restructuring and acquisition-related costs. Net cash provided by operating activities for the full year of 2016 was $407.6 million. Capital expenditures net of proceeds from the sale of property, plant and equipment and government grants for the full year of 2016 was $218.5 million, which represents 5.5% of sales. Cash payments for restructuring and acquisition-related activities for the full year of 2016 were $9.5 million. Reflecting the impact of this activity, AAM generated adjusted free cash flow of $198.6 million for the full year of 2016, compared to $189.5 million for the full year of 2015. As previously discussed, adjusted free cash flow in 2016 includes the impact of approximately $30 million of payments related to Mexican transfer pricing issues and a $20-million customer collection related to an upcoming capacity increase requirement. All in all, it was another very strong cash flow-generating year for AAM. Over the last three years, AAM has generated over $0.5 billion in free cash flow. AAM is certainly hitting its stride on the free cash flow delivery and is looking forward to continuing that trend in 2017. Now, let me address some key credit metrics in our year-end liquidity position. AAM's net leverage ratio or the ratio of net debt to adjusted EBITDA was approximately 1.5 times at 2016 year-end. Since the end of 2012, AAM has averaged an annual net leverage reduction over half a turn and has reduced net leverage by 2.5 times during this total for this four-year period. AAM's interest coverage or the ratio of adjusted EBIT to net interest was 4.6 times at 2016 year-end. AAM ended 2016 with total available liquidity of over $1 billion, consisting of available cash and borrowing capacity on AAM's global credit facilities. In 2016, we continued to strengthen the balance sheet and provide the company with a flexibility to consider significant strategic actions. We are well positioned financially heading into 2017 and towards our transformational acquisition of MPG. Before we move on to the Q&A, let me close my comments with a quick note on our 2017 stand-alone guidance. The key guidance targets for the full-year 2017 remain unchanged from our January disclosures, and they are as follows. We are targeting full-year sales in the range of $4.1 billion to $4.2 billion. We are targeting EBITDA margin in the range of 15.5% to 16% of sales. We are targeting adjusted free cash flow in the range of $175 million to $200 million. And lastly, we estimate capital spending of approximately 6.5% to 7% of sales. At the appropriate time after the closing of the MPG acquisition, we expect to provide 2017 targets for the post-close combined company, so stay tuned. I'll close my prepared remarks today by simply stating that 2017 is sure to be an exciting year for AAM. With continued sales and earnings growth that will drive additional value to our shareholders, it's certainly a great time to be a part of the AAM team. Thank you for your time and participation on the call today. I'm going to stop here and turn the call back over to Jason, so we can start the Q&A. Jason? Jason P. Parsons - American Axle & Manufacturing Holdings, Inc.: Thank you, Chris and David. We have reserved some time to take questions. I would ask that you please limit your questions to no more than two. So, at this time, please feel free to proceed with any questions you may have.