Steve Macadam
Analyst · Todd Vencil. Your line is open
Thanks, Dan, similar to our first quarter activity levels in our markets were mixed in the second quarter. Our North American heavy-duty truck markets benefited from higher demand from original equipment manufacturers, and we saw strength in other markets, including defense, chemical and European automotive. However, lower commodity prices led to softness in the other sectors, most notably, in oil and gas, steel, metals and mining and agricultural equipment. In North America refinery maintenance activity continue to be soft as oil and gas companies delay turnaround maintenance due to taking advantage of profitable conditions in refining to offset profit loss, and slowing upstream operations and projects. However, we have seen some recent pickup in activity around the Gulf Coast projects. However, we’ve seen some recent big certain activity around the Gulf Coast region. The translation impact of the strong dollar also adversely affected our results for the quarter. Our consolidated sales were down 5% for the quarter and pro forma sales which include the results from deconsolidated GST were also down 5%. Excluding the impact of currency translation and the year-over-year impact of acquisitions net of a divestiture consolidated sales were down 2% for the quarter and pro forma sales were also down 2%. Milt will provide more specifics on the segments basis in a moment. Based on continued weakness in the market for maintenance of reciprocating gas gathering processing and transmission applications particularly in western Canada and the expectation that market conditions in these areas will not rebound soon we booked a non-cash impairment charge for goodwill and intangible assets associated with our CPI division. The after-tax charge of $45.8 million impacted our reported earnings by $2.03 share for the quarter. We continue to believe that actions we’re taking to adjust this business to meet current and expected market conditions will result in improving the contribution of CPI to impose consolidated results. We believe CPI is still a very viable competitor. Our European CPI operations continue to perform well and we’re improving operationally in the United States. Though we’ve already see in progress in terms of improved on time delivery and operating efficiency, we do anticipate additional restructuring charges in the second half of the year and I’ll continue to update you on our progress in future calls. Our consolidated adjusted EBITDA of $42.4 million for the quarter was up 8% from a year ago. And our pro forma adjusted EBITDA of $54.6 million was level with last year’s second quarter. I want to give you an update on several acquisitions made in the Sealing Products segment. Stemco is in the midst of integrating the A T dynamic suite of aerodynamic products for heavy duty trucks that was acquired in February. Integration into Stemco’s business is proceeding nicely, with emphasis on commercial initiatives to accelerate fleet adoption of the Company’s flagship TrailerTail product. In addition plans are under way to move manufacturing from ATDynamics Hayward, California location to Stemco's Longview, Texas facility later this year. The order pipeline for this new product line is building and margins are improving, by leveraging the power of Stemco sales force and distribution network. Also at Stemco, earlier this month we announced the acquisition of Vance North American air spring from Continental AG for $18.1 million in cash, which is a 4.1 times multiple of EBITDA. The business produces and sells air springs that are used in the suspension systems of commercial vehicles. The addition of the air springs business significantly expands Stemco’s presence in the commercial vehicle suspension market. As mentioned in our July 1 press release the business currently generates approximately $100 million in annual revenue with a fairly even split between OE and aftermarket. Margins for the air springs line are currently lower than the average for our other truck components. And with integration costs, in the second half of this year, this acquisition will likely have a negative impact on earnings in 2015. However, on a normalized basis, excluding integration and transitional related costs, we expect to generate EBITDA of 7% to 10% within three years, as we focus on growing the aftermarket portion of this business. We’re extremely excited about this acquisition and believe that it fits perfectly into our strategy of adding well known, established brands that can leverage Stemco’s sales and distribution network to create value added for our customers and opportunities grow sales and earnings. Successful examples of this sprag and how it has worked can be seen by Stemco’s success with other products in its suspension components offering. The Kaiser branded Atkin pins, spring pins and bushings was acquired in early 2008. Since that time sales have nearly doubled, yet margins have remained stable and robust. Similarly sales of Gaff, our high performance polyurethane suspension components line, that we added in August of 2010 through an exclusive distribution agreement have grown from the mere $200,000 a year utilizing only 33 U.S. distribution centers to well over $5 million through over 480 distributors. Also in Sealing Products our Technetics Group has substantially completed a very successful integration of the fabric business acquired in December. As a reminder, Fabrico manufactures components for hot pad sections of industrial steam and gas turbines. We are already seeing significant commercial synergies that enhance Technetics Group position with turbine manufacturers. Fabrico’s second quarter bookings were strong and the financial performance is ahead of plan. The business has several new projects underway for both current and potentially new customers. The total investment for these three acquisitions was approximately $110 million. And we expect that the acquired businesses will contribute annual sales of $170 million to $175 million and annual EBITDA of $20 million to $25 million within three years. During the second quarter, we also completed the previously announced agreement to accelerate and offset settlement obligations related to the call options for our convertible debentures which resulted in a net share settlement of approximately 900,000 shares being delivered to us. These shares were immediately retired and no longer considered outstanding. This brings our outstanding share count to approximately 22 million shares. Just a quick update on the status of GST’s Asbestos Claims Resolution process. During the second quarter GST initiated the court approved multimedia campaign designed to reach current and future claimants with details about GST’s proposed plan of reorganization. You may have seen GST’s commercials on television and ads in popular print publications. The campaign is intended to ensure that all who claim to have been exposed to and injured by a Garlock Asbestos containing product know about the plan of reorganization and have the opportunity to explore their rights and express their views. The campaign will continue for a few months leading up to the bar date for current claims that is set for October 6, 2015. Meanwhile, the case is now in the midst of ongoing fact discovery and preparation of expert reports on economics, science, medical and other issues in preparation for the plan confirmation trial that the court has set to begin on June 20, 2016. Upon completion of fact discovery and initial round of expert reports will be followed by rebuttal reports, then expert depositions. In the courtroom, GST had a significant victory as Judge Whitley ruled that Garlock is entitled to data and other information in the [indiscernible] trust database, related to persons who had pending claims against Garlock for use by experts at the confirmation trial. The judge ruled that such information is clearly relevant to plan confirmation and he overruled objections by both the [indiscernible] trust and the Asbestos Claimants Committee. As to the five lawsuits, GST is pursuing against the Asbestos plaintiff law firms, GST is proceeding in earnest with discovery in three of the cases and awaiting rulings from the district court on motions before proceeding with discovery in the other two. Now I’ll turn the call over to Milt to review our second quarter results in more detail.