John S. Quinn
Analyst · Robert W
Thanks, Rob. Good morning, and thank you for joining us today. Before I begin with our prepared remarks, I want to comment on a topic of discussion regarding LKQ over the past few months, namely unfounded allegations made regarding the quality of our accounting practices. The management of LKQ and our Board of Directors, auditors and other constituents take seriously any allegation of accounting irregularities or ethical complaints made against the company or any member of management. We have a comprehensive compliance program to ensure that the financial statements signed by Rob, Michael, our board and me are in compliance with GAAP. We operate a whistleblower hotline, where we encourage employees to come forth with any concerns. We review at least quarterly with our Audit Committee any complaints regarding accounting or auditing matters. We have a talented internal audit department that reviews our systems and controls that has direct access to the Audit Committee. We involve numerous independent advisers, such as valuation firms and outside legal counsel in the preparation of our financial reports. Our banking partners, underwriters and other constituents regularly perform due diligence on the company, management and our books and records. In addition, our external auditors, Deloitte & Touche, provide an independent assessment of the financial statements and of the quality of our internal control procedures. The company, our auditors and our audit committee have reviewed each and every allegation ever asserted regarding our accounting practices. As I speak today, I can confirm there are no outstanding or unresolved matters. I can also confirm that although there have been queries, as one would expect in any large public company, there has never been a complaint found to have any material substance or resulted in a change in our books and records. I also note that Deloitte has always issued clean audit opinions, both with respect to our compliance with GAAP and the effectiveness of our internal control of our financial reporting. Within the next few days, we will be filing our Form 10-K with the SEC. While I take my responsibility for those statements very seriously, I rest well knowing the professionalism, integrity and character of the people involved in the preparation and verification of those documents. Of course, our shareholders, bondholders, banks, employees and other constituents should expect nothing less of us. With the integrity of our company well established, in my opinion, the more important thing is how we can continue to create shareholder value. So that said, I want to share with you some of the success we've had in Q4 2013 and some of the plans we have for the current year. Beginning with revenue, our Q4 2013 revenue of $1,317,000,000 was an increase of $249 million compared to Q4 last year or an increase of 23%. It's obviously difficult to quantify exactly the impact of having Christmas holiday fall on a Wednesday compared to a Tuesday in 2012. Our sense is that, overall, it probably had a slight negative impact on sales, but was helpful to our cash flow. For Q4, our total organic revenue growth was 7.7%, and we delivered an additional growth of 15.8% from acquisitions. Rob mentioned that in Q4 2013, organic growth for parts and services was 9.9%. Within that, we saw our North American operations grow organically 5.9%, while the European segment grew 25.2%. We completed 3 acquisitions in Q4 2013, bringing our full year count to 20 transactions. Total change in other revenue, which is where we record our scrap commodity sales, was a slightly negative 0.3%. That was mainly due to the negative organic growth of 5.7% driven by the closure of one of our furnaces that was processing excess aluminum wheels. The average price we received for scrap steel was higher by about 2% year-over-year, $229 a ton this year versus $225 a ton in Q4 2012. Other revenue was 11.1% of total revenue compared to 13.8% for the same period last year and has continued the trend of becoming a lower percentage of and less significant to our total revenue, although it is still susceptible to commodity price swings. In Q4 2013, revenue for our self-serve business was $101 million or 7.7% of LKQ's total revenue. Approximately 32% of this revenue was parts sales included in North American parts and services, and 68% scrap and core sales included in other revenue. Our gross margin for Q4 2013 was $546 million or 41.4% of revenue, a decline of approximately 30 basis points from our gross margin percentage in Q4 2012. Acquisitions in the European segment were the primary cause for this change, with Sator causing approximately 70 basis points of the decline and the paint companies in the U.K. adding the further 20 basis points of decline. We saw net improvements in the other lines of business and a favorable mix, which offset all but 30 basis points of the impact from those acquisitions. Custodian warehouse costs were 8.6% of revenue in Q4 2013, a 20-basis-point improvement over the 8.8% in Q4 last year. Our European operations are driving this figure lower as they become a larger proportion of the total revenue base. Distribution costs were 8.5% this quarter as compared to 9.2% in the same quarter last year, an improvement of 70 basis points. Sator has lowered distribution cost, and that acquisition drove 30 basis points of the improvement. In North America and the U.K., we saw the benefits of higher revenue leveraging these costs. We also saw lower fuel cost contributing about 10 basis points to this improvement. Selling and G&A expenses decreased from 12.3% of revenue in Q4 last year to 12.2% in Q4 this year. Again, this improvement is primarily related to Sator, which has higher sales per customer and, therefore, lower SG&A expense. In total, facility and warehouse distribution, selling, general and administrative costs were 29.3% of revenue in Q4 2013 compared to 30.3% of revenue in Q4 2012, an improvement of 100 basis points. Sator accounts for approximately 60 basis points of that change. I mentioned on our last quarterly call that excluding the impacts from acquisitions, we appear to be getting leverage in these costs in North America, and we continue to see that leverage coming through in Q4 2013 figures. During Q4 2013, we recorded $2.8 million of restructuring and acquisition-related expenses. These are primarily related to a tuck-in acquisition we completed in the Netherlands. Depreciation and amortization was 1.8% of revenue during Q4 this year as compared to 1.6% of revenue in Q4 2012. Depreciation and amortization grew from $17.1 million in Q4 2012 to $23.1 million in Q4 2013, an increase of 35%. It's worth taking a moment to note that this figure is growing faster than revenue, primarily because of the amortization of intangibles associated with our acquisition program. When we complete an acquisition, we are required to identify and then amortize intangibles, such as the value of customer relationships. These are noncash charges which impact our net income and earnings per share, but are not related to future needs for capital asset investments. Other expenses net increased $15.2 million in the 3 months ended December 31, 2013 -- excuse me, increased to $15.2 million compared to the $7.7 million in the same period last year, an increase of $7.5 million. Interest expense was $6 million higher due to higher debt levels combined with higher interest rates on our senior notes. Expenses in Q4 2013 related to adjustments of contingent consideration were $739,000 compared to income of $144,000 last year in the same period. Our effective borrowing rate for the quarter was 4.5%. Our effective tax rate for the quarter was 34.3% compared to 35.6% in Q4 last year. We continue to see some benefit from lower foreign tax rates as our international business becomes a larger percentage of the total company. On a reported basis, diluted earnings per share was $0.26 in Q4 2013 compared to $0.21 in Q4 2012, an improvement of 24%. The combination of acquisition-related expenses and contingent purchase price adjustments impacted EPS by less than $0.01 for Q4 in both 2012 and 2013. Switching to our year-to-date cash flow. Net cash provided by operating activities totaled $428 million for 2013 compared to $206 million in 2012. Obviously, a key driver of the year-over-year improvement was our higher net income. We also had favorable working capital movements, including lower cash payments for income taxes of $36 million due to prepayments made in 2012. Cash payments for incentive compensation were $14 million lower during 2013. You may recall that in Q4 2012, we had an inventory build partly in anticipation of port disruptions, which we did not repeat in 2013. The timing of inventory and other payments, particularly at year end in 2013, gave us a favorable working capital benefit, which exceeded our expectations. Capital spending was $90 million in 2013, only $2 million higher than the $88 million in 2012. Some of the projects we anticipated for completion in 2013 will be carried over to 2014, as I'll mention in a moment when discussing guidance. We spent $408 million on acquisitions, the largest being Sator, which accounted for $273 million of the total. On the cash flow statement, you will note that we also show a $9 million investment in an unconsolidated subsidiary related to our Australian joint venture. We ended 2013 with $1.3 billion of debt, and cash and cash equivalents were $150 million. As of December 31, 2013, availability in our credit facility and accounts receivable facility was $1.2 billion. In early July -- excuse me, in early January, we used some of the balance sheet cash and borrowing capacity to finance Keystone Automotive Operations' acquisition. On a pro forma basis, availability after that transaction was approximately $700 million. Turning to guidance. As we stated in the past, our guidance excludes any restructuring costs and transaction costs, gains, losses, contingent purchase price adjustments, capital expenditures or cash flows associated with acquisitions. Our guidance for 2014 for organic revenue growth for parts and services is 8% to 10%. We are expecting North America to continue to perform much like we saw last year. Europe's growth will likely abate slightly as the new ECP locations will not be as impactful as those that contributed to last year's growth. In addition, in May 2014, we will reach the anniversary of Sator, and in August, the anniversary of the U.K. paint deals. These lines will not be growing at the same rate that our core ECP business has been growing. So while we remain bullish on the ECP growth story, it will be slightly diluted by other slowly growing lines of businesses as they reach their 1-year anniversary. Our net income and earnings per share guidance ranges are $400 million to $430 million and $1.30 to $1.40, respectively. Our guidance for capital expenditures is $110 million to $140 million. This guidance is higher than the $90 million we reported for 2013, primarily because we are that much bigger a company, and we do have some carryover projects from 2013 that are still in the development stage. We still believe the majority of the spending is associated with our growth as opposed to being replacement projects. We are projecting cash flow from operations of approximately $375 million. And obviously, this level would be lower than the $428 million generated in 2013. As we have seen in 2012 and 2013, working capital movements can cause this number to fluctuate at year end in ways that are sometimes difficult to project. In 2012, working capital changes were less favorable than we expected. And in 2013, they were more favorable. Our 2014 projection has assumed what we would consider normal movements. We don't provide quarterly guidance for specific line items, but I do want to give the analyst community a few data points to assist with modeling. On the December 6, 2013, call, we discussed the then-pending Keystone Automotive Operations acquisition that subsequently closed on January 4 this year. As a reminder, we expect that acquisition will generate approximately $700 million of revenue in 2014. Gross margins are expected to be in the low 30% range and approximately 10% EBITDA margin. We are still working through the opening balance sheets and the identification of the intangible assets, but you should anticipate that our depreciation and amortization will continue to rise disproportionately to our other costs simply due to an increase in amortization of the intangible assets for Keystone, along with the carryover effect of the acquisitions we completed in 2013. Obviously, these are noncash charges to rinse, but we have included an estimate of them in our guidance. We've previously disclosed our joint venture in Australia. We expect that this operation will incur initial start-up losses that must be expensed. Because of the JV and the accounting rules, we're not able to tax effect those losses at this time. We are anticipating those losses to be approximately $0.02 per share this year. This loss is built into our guidance, and we expect that by the time we exit 2015, this operation will no longer be generating losses. We expect that the tax rate will be in the 34.5% to 35% range. There'll be some variability in this rate depending upon the mix of foreign earnings. We forecast minimal discrete items in 2014. I note above that other revenue, which includes scrap and core sales, has been falling as a percent of our revenue, notwithstanding commodity prices create some variability in our income statement quarter-to-quarter. We assume that the majority of our commodity prices would be flat to Q4 2013. Unfortunately, in the last few weeks, we have seen prices drifting lower, and thus far, Q4 -- Q1 prices are about 3% lower than the Q4 2013 levels, but hopefully, this will be a short-term issue. As our foreign operations grow, foreign exchange could cause additional volatility. The pound sterling is high level and the Canadian dollar has been under pressure. We are taking the steps to counter the impact from the weak Canadian dollar. The high sterling would be a concern if it fell because our U.S. dollar earnings would decline. The Manheim Index remains high. Q4 2013 was essentially flat to Q3 2013 and was down year-over-year by less than 1%. We remain optimistic that as new car production continues to recover, used car prices will begin to fall, but obviously, we haven't seen that come through yet in a meaningful way. A couple of debt-related and cash flow items. We expect to have approximately $42 million in mandatory debt repayments in 2014. In addition, we have contingent purchase price adjustments of approximately $52 million, which we expect to process in the first half of 2014. And as a reminder, the bond we issued last year increased our average borrowing rate after May 2013. Unless we see an increase in LIBOR or further refinancings or a large acquisition, we're not expecting our Q4 effective interest rate of 4.5% to materially change in 2014. Now one final item to mention. There are a number of tranches of restricted stock units for Section 16 officers vesting this week. I believe that most of the Section 16 officers have 10b5-1 plans in place that call for automatic selling of a portion of their shares to pay the related taxes. So we will be filing Form 4S with the SEC disclosing those sales in the next few days. And with that, I'll turn the call back to Rob.