David Lee
Analyst · J.P. Turner & Company
Thank you, Selwyn. While the integration process for Fenco, the undercar product line segment, continues, MPA's base business in the rotating electrical segment had record results for the second quarter ended September 30, 2012. Net sales for the second quarter were $57.7 million, representing an $11.1 million or 23.8% increase compared with the prior year second quarter, and adjusted EBITDA was approximately $14 million, representing a $5.2 million or 58.5% increase compared with the same period a year ago.
As mentioned in our fiscal 2013 second quarter earnings release this morning, operating results for the period ended September 30, 2012, were impacted by the undercar product line segment as the integration strategy progresses. We have made progress in reducing costs in many areas, as we will discuss.
We'll now review the financial results for the period ended September 30, 2012. Consolidated net sales for the fiscal 2013 second quarter ended September 30, 2012, were $111.6 million compared with $107.6 million for the same period last year, an increase of $4 million or 3.7%. The net sales in our rotating electrical product line segment increased by $11.1 million or 23.8% to 57.7% (sic) [$57.7 million] for the 3 months ended September 30, 2012, compared with net sales of $46.6 million for this prior year's second quarter. The increase in net sales in our rotating electrical product line segment was due primarily to increased sales to our existing customers.
The net sales in our undercar product line segment decreased by $7.9 million or 12.8% to $54 million for the 3 months ended September 30, 2012, compared with net sales of $61.9 million for the prior year second quarter. This decrease in net sales in our undercar product line segment was due primarily to the discontinuation of certain unprofitable product lines and customers as part of our undercar product line turnaround plan.
Consolidated gross profit for the fiscal 2013 second quarter was $16.7 million or 15% gross margin, compared with $15 million or 13.9% gross margin for the same period a year ago. The gross profit percentage in our rotating electrical segment -- product line segment increased to 34.9% from 32.4% during the 3 months ended September 30, 2012, which reflects lower per-unit manufacturing costs. Productivity at our rotating electrical manufacturing facilities continues to be excellent.
The gross profit percentage in the undercar segment was 2.8% for the quarter, adjusted for contractual customer penalties of approximately $800,000; unique customer allowance and rebates of $500,000; third-party warehouse exit termination fees of $1.4 million; severance of $1.3 million; unusual freight expense of $80,000; and loss from discontinued product lines of $795,000. We believe that gross profits will increase as we implement our transition plan.
Consolidated general and administrative expenses decreased $116,000 to $11.2 million for the second quarter, compared with $11.3 million for the same quarter of fiscal 2012. Rotating electrical G&A expenses decreased $2.6 million, primarily due to a gain of $431,000 recorded due to the change in the fair value of forward foreign currency exchange contracts during the second quarter, compared with a loss of $1.8 million recorded during the prior year second quarter and $848,000 of decreased professional services and travel incurred in connection with our undercar operations.
Undercar product line segment G&A expenses increased $2.5 million, primarily due to $1.4 million of severance; $1.3 million of increased professional services fees and other consulting fees; approximately $500,000 of increased audit fees; and approximately $300,000 of increased bank charges. Once the transition is completed, we expect these expenses will be eliminated.
Consolidated sales and marketing expenses increased $707,000 to $3.9 million for the second quarter, compared with $3.2 million for the same quarter of fiscal 2012. Rotating electrical business sales and marketing expenses decreased $173,000. Undercar product line segment sales and marketing expenses increased $880,000, primarily due to $747,000 of severance and $283,000 of increased travel expenses. Again, once the transition is completed, we expect these expenses will be eliminated. Acquisition costs for the prior year second quarter of $309,000 were in connection with the May 2011 acquisition of the undercar segment.
Consolidated operating income increased to $1.2 million for the second quarter compared with an operating loss of $237,000 for the prior year. Operating income for the rotating electrical segment for the fiscal 2013 second quarter more than doubled to $13.5 million from $5.5 million a year ago. Operating loss for the undercar segment was approximately $3.3 million after adjusting for contractual customer penalties, unique customer allowances and rebates, third-party warehouse exit termination fees, severance costs, unusual freight expenses, discontinued product lines and professional fees related to the integration of the undercar segment.
As part of the turnaround plan to reduce costs, the undercar segment incurred $1.4 million of termination fees to exit the third-party warehouse arrangement in order to utilize lower costs in company-managed facilities. Additionally, as part of reducing labor costs of integrating the undercar segment acquisition, the undercar product line segment incurred $3.4 million of severance costs, including $1.3 million recorded in cost of goods sold, $1.4 million recorded in G&A expenses and $747,000 recorded in sales and marketing expenses.
To recap, adjusted EBITDA for the second quarter for the undercar segment was negative $2.7 million; EBITDA for the second quarter for the rotating electrical segment was $14.2 million, adjusted for various noncash items, including a $160,000 noncash standard inventory revaluation write-down and unusual fees. To recap, on a consolidated basis, adjusted EBITDA was $11.5 million for the second quarter.
Net of interest income, consolidated interest expense was $6.2 million for the second quarter, compared with $3.4 million for the prior year second quarter. This was primarily due to higher debt levels and higher interest rates during the 3 months ended September 30, 2012, as well as higher factoring interest expense for the rotating electrical segment due to the record sales for the second quarter compared with the prior year second quarter. Once the undercar segment integration is completed, which is targeted for early fiscal 2014, we expect to be able to reduce our interest expense with lower interest rates.
Consolidated net loss for the second quarter was $8.9 million or a $0.62 loss per share, compared with a net loss of $5.4 million or $0.44 per share for the comparable period a year earlier. Consolidated net income for the second quarter would have been $0.02 per share adjusted for the items previously discussed.
For the 6 months ended September 30, 2012, consolidated net sales were $200.7 million and adjusted EBITDA was $15.3 million, including $454,000 of noncash standard inventory revaluation write-downs for the rotating electrical segment. For the 6 months ended September 30, 2012, for the rotating electrical segment, net sales were $104.5 million, and adjusted EBITDA was $22.3 million, including $454,000 of noncash standard inventory revaluation write-downs. For the 6 months ended September 30, 2012, for the undercar product line segment, net sales were $96.2 million and EBITDA was a negative $6.9 million adjusted for the items previously discussed.
At September 30, 2012, our balance sheet had $32.3 million in cash and $489 million in total assets. To recap, the rotating electrical segment and the undercar segment have separate bank facilities. The rotating electrical segment had an $85 million term loan; 0 borrowings on the revolving credit facility as of September 30, 2012; and approximately $31.9 million cash, resulting in net debt of approximately $53.1 million. The undercar segment had a $10 million term loan and $42.1 million in borrowings on the $55 million revolving credit facility.
During the 3 months ended September 30, 2012, the rotating electrical segment generated $10.9 million of cash flow from operations, reflecting $6.5 million of net income for the second quarter. The undercar segment used $8.7 million of cash flow in operating activities, primarily due to inventory reductions partially offsetting the net loss during the quarter.
I will now walk you through the income statement exhibits in our press release distributed this morning, which we believe will make it far easier to understand the various expenses and adjustments for the second quarter ended September 30, 2012. If you can take a moment to turn to the income statement exhibits in the press release, starting with Exhibit 5, we can begin.
The income statement exhibit in Exhibit 5 of the earnings press release presents the 3 months ended September 30, 2012, second quarter results of operations for the rotating electrical segment. So when you eliminate the effect of financing-related costs, noncash mark-to-market gain recorded primarily due to changes in the fair value of forward foreign currency exchange contracts and intersegment interest income, diluted earnings per share was $0.39 for the 3 months ended September 30, 2012, for the rotating electrical segment despite the impact of higher interest expenses.
It's calculated by taking the reported net income of $6,503,000 and adjusting for financing and other fees of $300,000; and noncash mark-to-market gains of $498,000, primarily related to the changes in the fair value of forward foreign currency exchange contracts; intersegment interest income of $1,273,000; and a 39% tax rate. So by subtracting the above-mentioned items to the reported net income of $6,503,000, adjusted net income was $5,463,000 or $0.39 per diluted share for the 3 months ended September 30, 2012, for the rotating electrical segment.
Additionally, at the bottom of the exhibit, for the rotating electrical segment, there was a calculation for EBITDA for the 3 months ended September 30, 2012. Starting with reporting -- reported operating income of $13,519,000 and adjusting for the impact of financing and other fees; and noncash items, as previously mentioned; and depreciation and amortization expense of $704,000, rotating electrical EBITDA is $14 million. In addition, adjusted further for the noncash standard inventory revaluation write-downs of approximately $160,000, rotating electrical EBITDA for the 3 months ended September 30, 2012, was approximately $14.2 million.
Exhibits 5 through 8 represent the income statement for the 3 and 6 months ended September 30, 2012, and prior year September 30, 2011, for the rotating electrical segment.
Now please turn to Exhibit 1 of the earnings press release, showing both the rotating electrical segment and undercar product line segment results of operations for the 3 months ended September 30, 2012. Consolidated operating results for the 3 months ended September 30, 2012, were impacted by undercar-related expenses and noncash expenses, which are highlighted in the Adjustments column.
To recap, these adjustments include: undercar contractual customer penalties and unique customer -- unique current period customer allowance and rebates of $1,317,000; undercar third-party warehouse exit termination fees; severance and unusual freight expenses totaling $2,754,000; financing, severance, professional and other fees and mark-to-market items, primarily due to foreign exchange contracts, totaling $3,247,000. Additionally, severance for undercar sales and marketing was $747,000, and the loss from undercar discontinued product lines was $795,000.
So by adding the above-mentioned items, as well as a 39% tax effect for the rotating electrical segment and 0% tax effect for the undercar segment to the reported loss of $0.62 per share, adjusted net income was $0.02 per share for the 3 months ended September 30, 2012, for the combined rotating electrical and undercar product line segments.
Additionally, at the bottom of Exhibit 1, there was a calculation for EBITDA for the 3 months ended September 30, 2012. Starting with the reported consolidated operating income of $1,163,000 and adjusting for the impact of undercar-related and noncash items, as previously mentioned, and depreciation and amortization expense of $1,342,000, consolidated EBITDA for the 3 months ended September 30, 2012, is $11,365,000. After further adjusting for approximately $160,000 noncash standard inventory revaluation write-downs, EBITDA for the 3 months ended September 30, 2012, was approximately $11.5 million.
Exhibits 1 and 2 represent the income statement for the 3 and 6 months ended September 30, 2012, for the consolidated rotating electrical and undercar product line segment. Exhibits 3 and 4 represent the income statement for the 3 and 6 months ended September 30, 2012, for the undercar product line segment.
We will now open the call to questions.