Richard Holder
Analyst · Stifel. Your line is open
Thanks, Robbie. Good morning, everyone. The third quarter was yet another exciting quarter in the Company's history. In July, we successfully completed $182 million equity raise in preparation for future acquisition and subsequently announcement completed to transformative acquisition of Precision engineering products. Among the many positive attributes of PEP, one of the most exciting is the end market diversification it creates and the wonderful alignment with our strategic plan. The strategic fit of PEP into our portfolio is as precise as we could have hoped. PEP diversifies our end markets, it expands our margin profile and provides product offerings into strategic important late and mid-cycle end markets, including electrical and medical. Those of you who are familiar with our strategic plan understand how important that was to us. The acquisition gives us a clear path to achieving our strategic targets, including $1 billion in revenue and 14% operating margins by 2018. Given all the moving parts, and as we think about the reminder of the year and looking in the 2016, we have decided to take a slightly different approach to this call. I will walk you through our supplemental deck in some detail and then we will open up the line for questions and any one in the room can comment. As previously committed and we had this discussion about this time last year, beginning with this call, we will initiate a more comprehensive set of financial guidance, designed to help our shareholders have the appropriate information to accurately evaluate our performance. This will includes sales, adjusted EBITDA, adjusted operating margins and adjusted earnings per share. With the completion on the PEP acquisition, we will also begin excluding non-cash amortization charges from our adjusted earnings per share. We believe removing these charges provides the shareholder with the best evaluation of the Company's performance. With that, let us turn to the deck and we will start walking through the deck. Those of you who do not have the deck, you can find it on our homepage at www.nninc.com in the Investor Relations section. As I move through the deck, let us just go right over to Page 4. The highlights of the third quarter, sales were $154.8 million with acquisitions contributing $41.6 million during the quarter. We had substantive headwinds in Asia, which negatively impacted our overall Chinese and European businesses in September. I will take a little bit more about that when I talk about the MBC section, because the majority of the impact was felt in our MBC group. Our Cathay [ph] related business, which is primarily in the Autocam group outperform as expected as adoption rates continued to climb. Our adjusted earnings per share was $0.31, and this was inclusive of the additional $7.6 million shares raised in preparation for the PEP acquisition. Our adjusted EBITDA was $25.5 million, up 46% compared to Q3 of 2014. Adjusted operating margin improved 140 basis points year-over-year. While technically not in the quarter, I think it is not worthy to mention that we completed the acquisition of PEP, which allows us to virtually complete our end market diversification portion of our strategic plan. From a foreign currency perspective in the quarter, net sales we are impacted negatively to the tune of $7.8 million compared to Q3 of 2014, which reduced EPS $0.02 from the translation effect. Moving onto Page 5, in the third quarter adjusted earnings per share again $0.31 compared to $0.34 in Q3 2014. Again, that is inclusive of an additional 7.6 million shares. Had we not issue those shares, obviously, we would be as the note said we would be somewhere around $0.40. Net sales 23% growth year-over-year, we have got from $125.6 million to $154.8 million. In spite of the headwinds, we continue to see growth on the top-line of the organization. As we move to Page 6, as the NN operating system continued to take hold, our gross margins were up 230 basis points over Q3 of 2014 and that carries through to an adjusted operating margin reflected in a 140-basis point improvement versus Q3 2014. Moving onto Page 7, third quarter adjusted EBITDA, up 46% from 17.5 million to 25.5 million in Q3 2015. While we continue to execute prudent expenses management driven by the NN operating system and ensuring that we flex our business appropriately for the top-line headwinds. We still continue to invest in our business, primarily in the front-end around sales and marketing and the administrative function, so with that SG&A is still up about 800K. We believe that with the addition of PEP, there are more front-end in sales resources and we have that built into the plan, so we continue to invest for growth and when we talk about 2016 I think you will understand why. As we move to Page 8, we start to talk about the groups. Beginning with the Autocam group, just as a remind when you look at this particular slide, the Autocam group was created with the combination of the Autocam acquisition, the legacy business wallowing and the VS Industries acquisition. As you look at the chart, keep in mind that Q3 2014 would have had about one month of Autocam versus 2015 having the full quarter. With that said, net sales were up $36.6 million, adjusted operating margins has gone from 12.3 to 13.8. Many of you are aware we have a JVs in China that pays the dividend back into the organization. We do not see the sales. When you included the JV contribution we are in 2015 it is about $630,000 additional adjusted operating margins. When you look at the MBC and this is really where you begin to see the impact of the Asian slowdown. Let me be clear how this manifest itself for those of you who do not know the business. We initially planned China, I think the pundit said China was going to be somewhere around 7%. We planned China at 5%. Second half of the year, we saw that starting to fall. Essentially, we saw it go from 5 to 3 to essentially where we are now it is probably flat. The manifestation of that for us is in the bearing group, largely because we have the falloff of the top-line in China, because we compete in China for the Chinese market, but also we have some falloff manifested in Europe, because the premium brand imported into China is coming out of euro. The fundamental problem is in the Chinese market, but the manifestation of the problem is in both markets. With that said, MBC was down $9.1 million in the quarter, $6.7 million of that is the FX effect, $1.2 million of that is actual volume and the balance really is kind of price and mix. In the face of headwinds however, the NN operating system took hold. The discipline that we had around flexing the organization show that is off to be solid and we were able to hold operating margins at $0.11 in spite of the headwinds of the top-line. Moving onto Page 10, we continue to transform our Plastic and Rubber business. Net sales $1.6 million, adjusted margin up 3.6 points. As those of you who are family with this business, we have already said that we wanted to build the $100 million plastic business and to be able to appropriately compete and make this a substantive a part of the organization. We have done that with the acquisition of PEP, so going forward the Plastic and Rubber business will be reported or I guess not reported it will combine inside of the PEP operating segment so we will have the Autocam group and we will have the PEP group as we talk about the businesses. Moving onto Page 11, third quarter summary, you have heard it. We continue improving in our operating performances driven by the NN operating system. The NN operating system has done its job this quarter, offsetting to continued hits from China and Brazil. Brazil continues to deteriorate. We completed to follow on equity raise in preparation for the acquisition. Our adjusted operating margins continue to expand as this call for within the strategic plan, on a year-over-year basis as well as the sequential quarterly basis. Our Cathay [ph] related business which is primarily in our Autocam group continued to outperform as adoption rates climb. The headwinds in Asia and Brazil created a challenging top-line environment and candidly with the when we talk about the fourth about fourth quarter you see we are not planning on seeing awful lot of recovering in those markets. Negative currency translation continues to skew year-to-year comparisons. We announced that we opened a new MBC facility in Mexico. It is part of a combination facility with the Autocam group and it shares the same management. This facility is for incremental Mexico business. Many of you are aware that there is a program in Mexico to bring the number of vehicle down nine to one vehicle per seven people. That comes out somewhere around 1.5 or so vehicles produced per year. There is the requirement that the content in that vehicle be Mexican content. With the opening of this factory, we are the only one of our competitors with assets on the ground in Mexico and can help the primarily the automotive meet that commitment, so we will be making balls around CVJs and so on. In our Mexican facility, we actually started cutting our first product this month. Autocam, synergies, we remain ahead of schedule, which includes the announcement today of the closer of our Wheeling facilities. We had in the synergy plan the closer of the a facility. We have made the decision of which facility and we are executing on that as we speak. It is just part of the Autocam acquisition plan. Nothing out of the ordinary. As we move to Page 12, I think it is worthwhile just to spend a minute. I think there has been a lot of confusion in the marketplace on our financing structure. I guess largely because it changed so remarkably from who we were a year ago, so we thought in preparation for the guidance it would be worthwhile creating a level set and making sure everyone understands where we are relative to our financing structure. When you think about PEPs, the last 12 months sale is $240 million. That is the baseline. LTM EBITDA $69 million, EBITDA margins 29%, 2016 adjusted EPS $0.40 to $0.50. That is the baseline. When you think about that EPS in another way right our cash EPS is $0.40 to $0.50. When we look at our financing, we have $525 million term loan, we have a $300 million senior note for a total of $825 million. Our rate on the term loans is 5.75 and our rate on the senior note to 10.25. Everyone's aware that as we were marketing this deal, we started to encounter irrational markets on the bond side, on the high yield side. When we saw that, we immediately cross corrected and begin to look towards minimizing the timeframe that we would be locked into the debt. When you look at the maturity of our debt, it is 2022 in the term loan and 2020 on the senior notes, but when you look at our ability to re-price the debt, it is April of 2016 on the term loan and it is October of 2017 on the senior notes. Essentially, 64% of our debt we have the opportunity to re-price within six months. If we encounter a rational market, we have everything in places to execute on the re-pricing of the debt and that is irrespective of whether or not interest rates climb or not this is about rational behavior in the market, so should that present itself, we will execute immediately and take advantages of re-pricing our debt. Well, let us go on to Page 14, fourth quarter. Net sales $180 million to $190 million, we continue to see and expect headwinds in Asia, Brazil we just do not see anything in the environment coming back. I think, when we look at the leading indicators it says we should have stability quarter-over-quarter in Asia, but nothing really bouncing back, so that is kind of our assumption. Operating margins 8.3 to 9.0, really driven by lower Q4 seasonal volume, less work days, you know, it is a normal issue for us. From an adjusted EBITDA perspective, $30 million to $35 million, which includes partial quarter for PEP, EPS $0.24 to $0.28 and this is primarily driven by higher than anticipated interest charges as well as the seasonally low sales. This is fairly the biggest and single area where the interest change manifest itself. Again, we have the option to mitigate that a bit. I think the tax rate will be somewhere between 23% and 25% When we go to Page 15, and I cannot help myself, I have the key pointing this out. We are, when you look at this 2016 guidance, a much different business than we were a year ago or two years ago. Okay? It is no longer these direct colorations with SKF and some of our other customers. We have achieved the diversification that we have gone after. When you look at this, we have a fair share of mid, late and early cycle businesses, so the business will and should behave in a much more predictable manner, okay? As you look at the forecast, we have laid out '15 forecast besides the '16 to give you a sense where the business was and where we are going at. Actually I thought for a minute that it may have been helpful to put '14 in there, because the market change and improvement in the business I do not think is being appropriately recognized. As you look at the sales, '16 875 to 905, all-in sale growth is about 30% when you look at attrition and things of that nature, we will talk a little bit more about that. Organic growth is between 4% and 5%. That is a little lower than we would have liked in '16, but candidly taking a more diligent approach and a more conservative approach to the top-line. We think 4% to 5% is an appropriate number. Operating margins 14% operating margin at the mid-point when you count for the amortization of intangibles. Without that it is 11% to 12% in '16, so we continue to expand margins. EBITDA $162.5 million to $175 million, EPS $1.60 to a $1.80, CapEx $40 million to $50 million, the tax rate somewhere between 22% and 26%, and our cash flow is $50 million to $ 60 million. When you look at that cash flow, understand our priorities around cash flow. It is deleverage, it is debt paid out. We do not have any more substantive acquisitions on our radar screen for the next couple of years. Any acquisitions that we do will be product extensions or gap fillers, so there will be something relatively small. The name of the game in '16 is to continue to turn the organization into a well oiled machine, so we can consistently perform somewhere around 14% operating profit and have our growth ramp back from 5 to 8, so that is really the way to think about overall the organization. From an economic perspective, because I know if [ph] questions on this I will tell you, we are thinking all in globally economic growth is somewhere around 2 to 2.5. That is our assumption here. We do not have an aggressive past year we think Europe is a little stronger, continuing to get a little stronger, we think North America holds up, we do not think Brazil comes back and we are planning Asia as relatively flat. This is not a forecast that has, that is a laid in with optimistic end markets. Additionally, we have and you will see is latest slide, quite a bit of attrition and price and I will talk to you about that. As we move to Page 16, we wanted everyone to understand where the growth and the puts and takes were coming from. We get a lot of questions around that, so we thought this waterfall would help. When you look at the based in 2015, that would have two months of PEP in which, you know, we like so much of this quarter. You add 10 months of PEP on top of that. You have MBC growth, which is largely around outsourcing programs that are out there that will be executed during the year, so that is about $22 million-ish. You have growth in APC, which is somewhere around $40 million. We have growth in PEP somewhere around $25 million, $26 million and then what you have is end of life products, so to put this in perspective, as the adoption rate of GDI technology in Cathay [ph] technology clients multi-port fuel injection products go away, so we have natural attrition in the business, so total attrition across the business should be somewhere around $40 million. We tell you all time we expect to give away 1 to 1.5 points in price and that is about to $40 million number. On the other side of the margin side, obviously, we take out between 3% and 5% of costs, so we still end up, up a couple of points, but in the pure revenue we will see price degradations of about $40 million. Then we have about the same amount for FX headwinds, if you will. Again, the FX headwinds are only translational, so please do not calculate that, do not drop that one-for-one to the bottom-line. It is only translation. With all that said top-line number 875 to 905. Moving onto Page 16, when you look at adjusted EPS, you see the base in '16, you see the amortization of intangible, which is about $24 million, you see the amortization of the financing costs somewhere around $5 million or adjusted EPS of 160 to 180, so we feel pretty good about that number. As we move to Page 18, 2016 summary, sales growth all-in is 30%. When you take the attrition and price and all the puts and takes of that, we end up somewhere around our 4% to 5% net growth. We think that is at least credible given the size of the organization today. When you look at our pure organic and adjacent category, we are actually doing better than 8%, we are up around 11%, but again we have the headwinds of the attrition and in large part some slowing of some of the outsourcing projects, so again we get back to a net growth of about 4% to 5%. Adjusted earnings per share up 21% at the mid of point of the guidance, again I cannot point this out enough, be aware that 64% of our debt can be re-priced in short - six months. As we see a rational market, we will certainly take advantage of that and move on that. Operating margin expansion somewhere between two and three points, free cash flow triples, and allows us to de-lever faster. We will be laser-focused on de-levering and turning this organization into a well oiled machine in 2016. I am not going to go through non-GAAP, GAAP reconciliation. I am sure you all would enjoy doing that on your own. With that, I will open the line up for questions.