James H. Dorton
Analyst · KeyBanc Capital Markets
Okay. Okay. Thanks, Rich. As Rich mentioned, the third quarter was a very exciting time for NN. Our financial performance, it could be broken down into the tale of 2 companies, the old NN, i.e. before acquisitions, and the new NN. And geographically it's a tale of 4 continents, North America and Asia and Europe and South America. I'll try to break these -- this analysis out in a simple way so that you can clearly understand how we did in the quarter. Of course, we had significant acquisition and integration related expenditures during the third quarter. We are calling out and excluding the costs that were expensed from normal operations, so that we can focus on actual operating results. During the quarter, we expensed $11.4 million pretax or $9.2 million after tax of the acquisition and integration costs. This equates to $0.50 per share. We'll put all this detail in the 10-Q, which will be filed most likely next week. But for those of you working on your financial models now, let me go over the details. The $11.4 million of excluded costs breaks down as follows: $5.7 million in SG&A for advisory, consulting and legal costs; $2.4 million in cost of goods sold, primarily for the step up in acquired inventory valuation, plus some integration costs; and $3.3 million in interest expense and other expense for the write-off of deferred financing costs and prepayment penalties related to replacing our financing. So to recap, $11.4 million -- the $11.4 million is $5.7 million SG&A, $2.4 million in cost of goods sold, and $3.3 million in interest expense and other. In addition to those changes, we made an adjustment for nonoperating foreign-exchange losses on intercompany loans that totaled $9.9 million after tax or $0.05 a share. This is a normal adjustment we make each quarter. We're pulling these costs of -- all of these costs out of normal operations in our financial review and on the reconciliation contained in the press release and we're calling it adjusted income from operations, adjusted net income and adjusted EPS. In addition to all of the costs we expensed, we also capitalized some costs related to the issuance of new debt, totaling $14.7 million, and this shows up on the balance sheet and will be amortized over the life of the debt facilities. Taking out these costs, adjusted gross margins were 22% in the third quarter, and that included only 1 month of Autocam in the mix. This was exactly in line with our acquisition model. Looking forward, the acquisition model showed a 23% gross margin for 2015, without synergies, and we still expect to achieve this. And I just bring those numbers up from the original acquisition presentation to point out the impact of the adjustments we're making in the one-time costs. Now regarding our revenue performance, let's look first at the old NN without considering all of the acquisitions we made this year. Sales were $96.8 million compared with $93 million last year, an increase of 4.1%. We experienced the normal expected European seasonal decline in Europe in the third quarter. Sales in Europe were down versus the first half, also due to lower heavy truck sales, which Rich will comment on in a moment. And this is also combined with a continued slow, but still recovering business in auto and industrial sales in Europe. Europe continued -- does continue to improve but at a fairly slow pace. Despite this, all of our European operations are still performing quite well. Adjusted income from operations was up 9.5% versus last year on the 4% increase in sales. So you can see that we have maintained as promised, good incremental profitability on the higher sales, combined with good cost control, which led to the earnings improvement. Going to the tale of the 4 continents that I mentioned, the U.S. and Asia continue to be positive for NN and are meeting our sales growth goals. Europe is recovering slowly and South America, particularly Brazil, is weak right now and a bit below expectations. In addition, for the first 3 quarters of the year, the euro exchange rate averaged a little above $1.35. In the fourth -- in the third quarter, the euro weakened significantly and is now currently at about $1.25. The change in the euro reduced Q3 revenues by about $1.4 million and will reduce the fourth quarter revenue of -- by about $3 million compared with the first half. In total, we remain ahead of plan for the year, but we expect the fourth quarter will see slower growth in Europe and Asia, and will be down due to the currency numbers I just mentioned. The tax rate in the quarter, without acquisitions, was 30.3%, which was consistent with the average tax rate last year of 30.5%. You'll see that the tax rate on the consolidated income statement looks odd, including all the effects of the acquisitions. For the reported pretax loss of $4.6 million, we only have a tax benefit of $0.6 million for a 13% effective rate. This is because of the permanent difference -- permanent tax difference arising from the fact that acquisition expenses incurred after the signing of the original acquisition agreement are not tax-deductible. Looking at overall results with acquisitions. Sales were $125.6 million, and were 35% above the same quarter last year. Adjusted net income of $6.3 million was up 26% over last year, despite higher interest expense related to the acquisitions. Adjusted EPS of $0.34 was up 17.2% over last year, and this is a lower percentage increase than net income due to the growth in shares we -- due to the new shares we issued into the Autocam acquisition. These numbers do point to the quality of earnings that we got with the Autocam acquisition, and the very positive accretion to earnings that we expected from the acquisition. And earnings will improve further considering the significant projected synergy numbers as we complete the integration process. Regarding our year-to-date performance without acquisitions. Sales were up 6% over 2013 and adjusted net income was up 34.5%. Again, good incremental profitability on the higher revenue, good cost control and lower depreciation were the key factors. Now I'll move on to the balance sheet. You will see some significant changes versus last quarter due to the acquisitions, and with regard to acquisition impact, I'll only discuss Autocam since those were the most significant. Regarding fixed assets, because Autocam had gone through several recent recapitalizations, the property plant and equipment on their books was pretty close to fair market value. Therefore, there was only a small adjustment to the value and the historic depreciation will not change that much. In total, we added $146.1 million to property plant and equipment on the NN balance sheet, and we added an annual depreciation -- a quarterly depreciation of $3.6 million for those new assets. Further balance sheet adjustments. We added $35.6 million in value to other long-term assets for the 49% of the Autocam Chinese joint venture that we acquired. And I'll just remind you we're accounting for that on an income-statement basis using the equity method. We also added net working capital of $42.3 million. Regarding intangibles, we added $77.5 million to non-amortizable goodwill, and we added amortizable intangibles of $51.1 million. We acquired $29.2 million of capital leases and other Autocam long term debt, plus other noncurrent liabilities of $49 million. As you can see, all of the adjustments -- you can see all of these adjustments in detail when the 10-Q is published next week. Also, I'll point out that last month, we filed an 8-K with the Autocam 2013 audited financials and the first half of 2014 results with a pro forma combination with NN. You should realize however, when you look at this that the filing was done in the prescribed way and it does not include any synergies. Also, Autocam's performance is much stronger in 2014 than in 2013. So while the combination looks good, it is not really indicative of the actual combined results we expect to achieve in the future. If you take out the impact on the balance sheet of the acquisitions, NN had a fairly normal quarter. DSO remained in the 60-day range. Inventory terms improved slightly and vendor payments were normal. I should mention as I have in the past, that we are seeing increased pressure from our larger customers for longer collection terms. And we're working with our key customers to minimize the impact on NN as we try to be a reasonable partner. Total bank debt was $360.5 million at quarter end and cash was at $26.9 million. These balances reflect the impact of our acquisitions, primarily Autocam. As previously stated, at this debt level, we have a pro forma forward-looking debt-to-EBITDA ratio of a little over 3x. We will be applying out positive cash flow to reduce debt over the next 12 months. All of our debt is covenant-lite, meaning that we are not subject to any leverage or covenant measures at our current usage level and this gives us maximum flexibility over any changes in the business cycle. We believe that our debt-to-EBITDA ratio will be reduced significantly over the coming 12 to 24 months, even assuming further tuck-in acquisitions as we generate positive cash flow and increase EBITDA. As you can see from the debt balances, cash flow was highly negative during Q3 due to the acquisitions. But if you remove the impact of the acquisitions, cash flow exhibited our normal seasonal trend, which usually results in positive cash flow in the seasonally slower quarters of Q3 and Q4. We estimate the cash flow, excluding acquisitions, would have been approximately $6 million positive for the quarter. Year-to-date, capital spending has totaled $14.8 million compared with our announced plan of $23 million for the full year. The slower recovery in Europe has delayed some projects, but the adoption of the Autocam capital plan has added that capital spending. But we think that the combined companies will likely be in the range of the original spending target of $23 million by year end. That concludes my comments, and now back to Rich.