William Thalman
Analyst · B. Riley Securities
Thanks, John. And good morning, everyone. I'll begin my comments by covering the fourth quarter highlights on Slide 7. Note that the schedules in the appendix provide more detailed information on our financial results, including the non-GAAP measures Stephanie referenced. As a reminder, we divested the Piling business in 2021 and Track Components in 2022 These transactions were not treated as discontinued operations. Accordingly, the amounts presented today include the Piling business within the Steel Products and Measurement segments, with Track Components reflected in Rail, Technologies and Services. Fourth quarter sales were $137.2 million, an increase of $24.2 million over Q4 last year, driven by strong organic growth and the accretive strategic transformation actions taken in 2022. The improved business portfolio can be seen in our gross margin expansion, which was up 260 basis points, largely due to our acquisition and divestiture activity. Margins in the legacy business also contributed 70 basis points to the improvement. SG&A expense was up $5.2 million due to the additional expenses from acquired businesses, coupled with M&A transaction costs, and increased personnel expenses during the quarter. The reported net loss for the quarter was $43.9 million, and was due to two specific noncash items. $8 million was attributed to intangible asset impairment charges required in two of our returns businesses. $5 million in our precision measurement business and $3 million in fabricated bridge products. Both of these businesses have been experiencing increasingly difficult market conditions. As a result of our reassessment of their longer term outlooks, these charges were required in the quarter. In addition, we recorded a $37.9 million tax valuation allowance in the quarter, fully reserving our net deferred tax asset position at year-end. This valuation allowance was necessary based on an evaluation of cumulative historical evidence as required by the accounting standards. These standards preclude us from putting much weight on expected future taxable income in our assessment of the net tax asset position, thus resulting in the full valuation allowance. As our strategic transformation continues to drive growth and profitability improvements in the coming years, these tax assets, most of which have an indefinite carry forward period, are expected to provide a valuable tax shield reducing our cash tax obligations for years to come. Adjusted EBITDA in Q4 increased $4.3 million to $7.5 million, a 132.6% increase year-over-year. I'll cover the drivers of this improvement on the next slide. Fourth quarter orders totaled $137.8 million up 44.8% over the prior year. Orders improved 32.1% organically and 15.4% from acquisitions, and only slightly offset by a 2.7% decline from divestitures. Fourth quarter backlog increased $62.1 million year-over-year due to a 22.9% organic increase and 7.4% increase from acquisitions, partially offset by a nominal decline from divestitures. I'll spend a minute on Slide 8 which provides an overview of the drivers of our year-over-year improvement in the fourth quarter. The chart on the left shows the improvement in sales, which reflects the notable $14.6 million organic growth in the legacy business during the quarter, representing a 12.9% increase year-over-year. The impact driven by portfolio activity added $13.6 million in sales from acquisitions, with a $4 million decline attributable to divestitures. The adjusted EBITDA chart is a powerful depiction of the profitability lift we achieved in both our legacy business as well as from our portfolio moves. Adjusted EBITDA for the current year fourth quarter removes the impact of acquisition and divestiture related costs, the VanHooseCo inventory purchase accounting and contingent consideration expenses, and the fourth quarter intangible impairment charges. Our legacy business delivered a $1.1 million increase in adjusted EBITDA, representing 7.5% leverage on the incremental sales achieved in the quarter. The impact of the portfolio transformation is even more significant with a $3.2 million increase in adjusted EBITDA achieved on the net $9.6 million sales growth from M&A related activities, representing approximately 33% leverage on the net M&A related sales growth. The combined result is a meaningful increase to our overall profitability with $7.5 million in adjusted EBITDA, representing a 5.5% of net sales and nearly double the EBITDA margin reported in Q4 last year, and up 233% on an absolute dollar basis. Slide 9 highlights that this is the second quarter in a row in which we reported a significant improvement in our run rate profitability. During 2021 and in the first half of 2022, we were faced with unprecedented inflationary, labor and supply chain challenges in addition to underperforming businesses within our portfolio. The chart reflects the adjusted EBITDA margins in the first and second half of 2021 and first half of 2022, and highlights the deterioration we were seeing in our results. This situation became the burning platform for change as outlined in our refreshed enterprise strategy. We began to see the benefits from our margin recovery actions and portfolio transformation in the 2022 third quarter results. And this trend continued into the fourth quarter. The combined result is a 6.2% adjusted EBITDA margin for the 6 months ended December 31, 2022, a step change improvement over the previous three 6 month periods. These results give us confidence that our strategic transformation is on track and taking hold. Over the next three slides I'll cover the performance of each segment starting with our Rail segment on Slide 10. Fourth quarter Rail segment revenue increased $6.9 million year-over-year driven by a 10.2% organic growth, partially offset by a nominal reduction associated with acquisition and divestiture activity. Gross margins expanded by 350 basis points, due to an improved margin profile with the acquisition of Skratch, and the divestiture of Track Components, coupled with volume leverage in Rail Products. New orders in Q4 were up nearly 26% year-over-year and backlog was up 9% versus last year, with broad strength in demand across the portfolio Turning to Precast Concrete on Slide 11, revenue increased $16.5 million, representing an 81.3% improvement year-over-year. Organic sales increased 24.8% and the VanHooseCo acquisition contributed 56.5% in growth year-over-year. Gross margins increased 220 basis points driven by the impact of the VanHooseCo acquisition and the reported segment margins included a $300,000 unfavorable inventory purchase accounting adjustment, which diluted segment margins by 80 basis points. Orders and backlogs levels are up year-over-year both from the VanHooseCo acquisition and strong demand environment for products in our legacy business. And we expect this favorable trend to continue with the announced government infrastructure funding programs. For the Steel Products and Measurement segment on Slide 12, revenues increased $800,000 or 3.6% year-over-year. The organic sales increase was 11% offset by a 7.4% decrease from the sale of the Piling business. Gross profit margins improved by 30 basis points with the increase attributable to the sale of the Piling business and margin improvements in Coatings and Measurement, partially offset by weaker margins realized in our Fabricated Bridge business. Order rates in Q4 increased 95.2%, while backlog increased 92.3%, driven by the Coatings and Measurement business unit, with approximately half of the backlog increase attributable to the Summit pipeline coating order booked in the third quarter of 2022. I'll now cover our 2022 full year results reflected on Slide 13. 2022 sales decreased $16.1 million or 3.1%. The impact of divestitures drove 12.8% of the decline, partially offset by a 5.7% increase from organic sales and 4% from acquisitions. Despite the sales decline, gross profit for 2022 finished at $89.6 million, up $3.3 million or 3.8% versus last year. The increase in reported gross profit was driven by the accretive impact of the portfolio changes executed as well as improvement in our legacy business, as pricing and cost mitigation actions began to take hold in the second half of the year. The increase in gross margins for the full year was realized despite the $4 million unfavorable settlement related to longer term Crossrail projects, as well as a $1.1 million adjustment for the VanHooseCo inventory purchase accounting adjustment. In total, both adjustments diluted 2022 reported margins by 100 basis points. Selling and administrative expenses for 2022 increased $6.7 million or 8.8%, representing 16.6% of sales for the full year, up from 14.8% in 2021. The increase relative to sales was largely due to the expected impact of portfolio transformation activities, including $2 million in acquisition costs and $0.5 million in VanHooseCo contingent consideration in addition to increases in personnel, travel and professional services costs. Backlog remains near record levels with a full year book-to-bill ratio of 1.11. A discussion of our liquidity and priority uses of cash is reflected on Slide 14. I'll start by highlighting that our gross leverage ratio per our credit agreement covenant declined a half a turn in Q4 to 2.8x, well below the 4.0x requirement. We chose to highlight the gross leverage credit agreement covenant as we believe it's representative of our true credit leverage given the portfolio moves we've made. Free cash flow generated in the quarter reduced our net debt by $5 million to $89 million at year-end. Highlighting the meaningful portfolio moves we've accomplished, we've redeployed nearly $32 million in unproductive capital to three investments within our growth platforms: Skratch and IV within Rail Technologies, and VanHooseCo in Precast Concrete. Our attention now turns to further investing in organic growth initiatives within these platforms. You'll note that CapEx is projected to be approximately 2% of sales which is slightly higher than our historical range of 1% to 1.5% of sales. The incremental investment is specifically tied to growth opportunities clearly insight, and we expect the payback on these investments to be approximately two years. We will modestly allocate more capital to fund organic growth opportunities in Precast Concrete and Rail Technologies but our top priority use of cash is to continue to delever. We've made further progress reducing our net debt in early 2023 with the February month end balance at approximately $80 million, down $9 million from the start of the quarter. We're pleased to report that we've collected an additional $3 million Federal income tax refund in February, and we have additional deleveraging projects underway. I'll remind everyone that we have approximately $96 million in Federal net operating loss carry forwards available to minimize U.S. cash taxes in the future. I'll highlight that the deferred tax valuation allowance recorded in Q4 does not impact the availability of these tax credits. And lastly, our settlement obligation with Union Pacific stands at $16 million and will be fulfilled in December of 2024, resulting in an $8 million per year boost in operating cash flow beginning in 2025. The expected improved cash flow and leverage outlook was a critical driver of the decision to authorize the $15 million stock buyback program which John will cover in his closing remarks. In summary, we will continue to maintain a prudent, cautious capital allocation philosophy as we execute our strategic transformation. My closing comments refer to Slides 15 and 16 covering orders, revenue and backlog by segment. The book-to-bill ratios on Slide 15 reflect the increasing strength we've seen in our business through the fourth quarter. Rail orders were up 25.9% year-over-year and up approximately 30% sequentially driving the robust sales performance in the Rail segment in Q4. The favorable 1.05 book-to-bill ratio for the full year translated to a 9% increase in the Rail backlog. The Precast Concrete backlog also increased during 2022 with a favorable book-to-bill ratio at 1.04 and the addition of VanHooseCo translating to increasing orders and sales each quarter throughout 2022. And the Steel Products and Measurement order rates for the year substantially outpaced revenues largely due to the Summit order booked in Q3. Their performance was a major contributor to the consolidated book-to-bill ratio of 1.11 for the full year. And lastly, our consolidated backlog on Slide 16 reflects robustness across the portfolio with year-over-year growth generated in all segments. Our year-end backlog remains near record levels achieved in the third quarter and is up approximately 29.5% versus this time last year. The backlog was impacted by a 22.9% organic increase, with the remaining 6.6% net increase due to portfolio moves. The strong order intake and backlog levels demonstrate the ongoing strength in the business and commercial markets we serve. While recessionary market conditions remain a broader macro risk, we remain optimistic in both the near and longer-term prospects for growth in our served markets, and the support the announced government funding programs are expected to provide. Thank you for your time. I'll now hand it back over to John for his closing remarks. John?