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Park-Ohio Holdings Corp. (PKOH)

Q3 2013 Earnings Call· Wed, Nov 13, 2013

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Transcript

Operator

Operator

Good morning, and welcome to the Park-Ohio’s Third Quarter 2013 Results Conference Call. At this time all participants are in a listen-only mode. After the presentation the company will conduct a question-and-answer session. Today’s conference is also being recorded. If you have any objections you may disconnect at this time. I will now turn the conference over to Mr. Edward Crawford, Chairman and CEO. Please proceed, Mr. Crawford.

Edward Crawford

Management

Good morning, ladies and gentlemen, welcome to Park-Ohio’s third quarter 2013 results. Joining me today is Scott Emerick our CFO and Bob Vilsack, our Corporate Secretary and General Counsel. I’d like Scott, if you would cover the Safe Harbor Statement.

Scott Emerick

Management

Thank you Ed. Good morning everyone and thank you for joining us today. If you’ve not received a copy of our earnings press release you can find it on the Investor Relations section of our corporate website at www.pkoh.com. I want to remind everybody that certain statements we make on today’s call both during opening remarks and during the question-and-answer session maybe forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those projected. A list of relevant risks and uncertainties maybe found in the earnings press release as well as in the company’s 2012 10-K filed with the SEC on March 15, 2013. The company undertakes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise. Additionally, the company may discuss earnings as adjusted and EBITDA. Earnings as adjusted and EBITDA are not measures of performance under Generally Accepted Accounting Principles. For a reconciliation of net income from continuing operations to earnings as adjusted and for a reconciliation of net income attributable to Park-Ohio common shareholders to EBITDA, please refer to the company’s recent earnings release. Any references we make to earnings per share are on a fully diluted basis. Back to you Ed.

Edward Crawford

Management

Thank you very much Scott. Normally Matt Crawford, the President of the company who would fill us in on the third quarter and year-to-date operating results, but he’s on an assignment in India with some of our new global customers. So, I’ve asked Scott Emerick, the CFO to review the third quarter and year-to-date and cover guidance. And then I will reappear and take each of the units and point out some of the exciting things that are happening with the company going forward and what we have achieved year-to-date. Scott?

Scott Emerick

Management

Thank you, again Ed. Now let’s discuss our results for the third quarter. As you can see by our reported results we had a lag going on this quarter and just subsequent to quarter end. We sold a non-core business of our Supply Technologies segment and we sold a 25% equity interest to one of our Forging businesses and the Engineered Products segment. In addition, we were successful in completing one small bolt-on acquisition in our Engineered Products segment during the quarter. And we completed two other bolt-on acquisitions and our Supply Technologies segment early in the fourth quarter. And finally, we received some disappointing news related to an unfavorable court judgment associated with our Engineered Products segment. Before I get into the highlights on the results of the quarter, let me describe in more detail these unique transactions impacting the quarter. Ed, will speak to our fourth quarter acquisitions later in his comments. During the quarter, we sold a non-core business of the Supply Technologies segment for $8.5 million in cash, which resulted in a net gain after tax of approximately $4 million. The business is a provider of high-quality machine to machine information technology solutions, products and services. The proceeds of this sale were used to reduce some amounts outstanding on a revolving line of credit. Beginning with our three and nine month periods ended September 30, 2013 the results of this business and the associated gain on sale we’re reporting our financial statements as discontinued operation and prior periods have been adjusted accordingly to reflect this adjusted income statement classification. Our earnings from discontinued operations were $3.7 million or $0.30 per share for the third quarter of 2013. And our loss from discontinued operations was $700,000 or $0.06 per share for the third quarter of 2012. As…

Edward Crawford

Management

Thanks, Scott. Very thoroughly appreciate it. I want to address again the overall operations year-to-date particularly in the company considering the – sometimes the wind that not being right at our back, I think we’ve navigated the year very well. And I think the results of the company are real picture of the balance portfolio of operating companies we have worldwide. We’ve talked about our customers, we talked about our touch points. And even with two of our largest divisions are silos semi technology fighting a dramatic reduction in the trucking business and defense along with other what we know historically in the capital equipment business it’s always about order, order, orders and vigorous to get out in the fourth quarter, historically this company is operated that way, we’re pretty much unlike. But again I think where we are today we’re at the end of the year is represented of diverse location and ability of the company has enough opportunities, had enough customers worldwide to continue making progress even when some of our strongest divisions were not performing as expected. Let me go little bit further in the Supply Technologies, I mentioned the trucking, and the trucking is down, it is our largest segment there when the trucking is down 20% and it’s been steadily there for the year although all reports indicate that upturn in 2014 on the trucking side, defense is still an open issue. But let’s please understand this – these two acquisitions in what I called the Euro zone, one in Ireland and one in England. We now have a platform of six locations and one of the criticism of our North American companies that want to do business with us in Europe is we did not have a platform, maybe we have one warehouse but…

Bob Vilsack

Management

Thanks, Ed. I would only like to comment that the SEC and DOJ’s investigation is a non-public investigation focused on a third-party. As such we can’t speculate on the breadth or nature of the SEC and DOJ investigation nor can we speculate on the effect this matter may have or not have on the company’s financials. The company intend to corporate fully with the SEC and the DOJ in connection with their investigations of this third-party and at this time we cannot entertain any questions and I simply direct you to our disclosures in our Form 10-Q for the third quarter.

Edward Crawford

Management

Thanks, Bob. And if anybody does not have access to the 10-Q you can ring us up and contact this year and we’ll be glad to send it over to you and have it so you can read it, it’s not in the release, it’s in the 10-Q where it’s appropriately placed there. Okay. Based on I think we’ve covered everything and I’m looking forward to answering any of your questions. So I’m going to open up the lines and thank you for joining us.

Operator

Operator

Thank you. Ladies and gentlemen, we will now be conducting our question-and-answer session. (Operator Instructions) Our first question is coming from the line of Ajay Kejriwal with FBR. Please proceed with your question. Ajay Kejriwal – FBR: Thank you. Good morning gentlemen.

Edward Crawford

Management

Ajay, how are you today? Ajay Kejriwal – FBR: Good. Thank you. How are you?

Edward Crawford

Management

Fine, thanks. Ajay Kejriwal – FBR: So it’s good to see you made those acquisitions in Europe and Supply that obviously was an area that was a gap and now you have very nice location. So maybe talk a little bit about what that brings, does it get new customers, new Supply relationships, and then I know you touched on the opportunity to kind of leverage this organically but maybe elaborate that a little bit if you can whether new relationships could be expanded upon in terms of obviously you have a very strong position here in the U.S. Could you use that to get new customers in Europe?

Edward Crawford

Management

Well thank you. Let me describe this way. When you have very, very large customers, people like [indiscernible] and Eaton and all these companies that you have relationships with. They are interested in taking the way the efficiencies and the real reduction in cost to the facilities in Eurozone, we pulled it on business last year and we lost a block, substantial block I think it was $21 million a year. One of our best customers in the basis that we did not have the facilities in the background and the organization over there to survive them and they are not going to turn over the production lines to us on the basis that we’re going to build the plant, okay or build the warehouse. So we’ve been looking and I mean we have been looking under every rock in Europe to get what we call thought it work established organizations, one trillion business 100 years, the other has been 21 years with new customers I don’t think there was one customer in each of these locations that we’ve been doing business before but they are especially bus manufacturers, there are a lot of customers that we should have and we start, these are winners from the first day. Ajay look at this thing I mean our bolt-on acquisition or investing in the new operating capital is a total cost to start. We are in these two companies at – for the sales ratio at lower than we would have, we just build on new accounts, okay. This is a terrific but we’ve got the identity now and we need it for India, we needed for Germany, we needed in a lot of locations. So we’re all over Asia as you know, North America and we’re going to do very well but we are starting and the one thing we realized and I think we all should realize that Europeans particularly want to do business with the Europeans and not then like the Americans but it’s a lot easier for the English and the Irish people roaming around Europe selling products, new idea and all these types. So I hope that answered the question but its positive. Ajay Kejriwal – FBR: Yes. That’s very helpful. And that comment certainly resonates well on doing business locally. Maybe talk a little bit about the margins, our margins in that piece, those two businesses similar to segment margins, higher, lower, and then any color you can provide on valuation?

Edward Crawford

Management

Scott?

Scott Emerick

Management

Yeah, I think Ajay what you can say is that we should have comparable margins from these acquisitions was Supply Technologies when you blend the two businesses together. Ajay Kejriwal – FBR: Good and the valuation.

Scott Emerick

Management

The purchase price we did disclose in the Q little over $20 million in acquisition price. So it was funded with cash and some borrowings on the line of credit. Ajay Kejriwal – FBR: Good. That’s helpful. And then the other interesting deal I thought was the forging piece that you sold 25% interest and sounds like the strategic, a strong strategic relationship. Maybe talk a little bit about what to expect that this help on the cost side, do you expect it to benefit top line at some point just a little bit more color on what that brings?

Edward Crawford

Management

I’ve talked about that. I want to go back to the Eurozone or our effort over there. The cash we talked about came out of Europe I mean it wasn’t a money out of the American lines, okay. Is that, Ajay.. Ajay Kejriwal – FBR: Yep, yep, of course yeah that’s clear, yeah.

Edward Crawford

Management

It wasn’t our line of credit; we use capital that was over there. As far as just relationship with [indiscernible], it’s 12, 13 years and we start the forging plant right next door to them and we dominate the frac plates as we talked about and shift parts of the railroad industry, they are interested in – it’s taken a long time for them to get comfortable with us. And they are interested in expanding that business. We are collectively working and identifying new customers which we require additional capital investment in equipment, but on the other hand we have a built-in lower cost, a substantially lower cost and anyway I was trying to do the same. So if we launch ourselves into a particular business their ranges didn’t dominating the business, so we have targeted one area that would make a lot of sense. And as you remember we make, we do have a company, we make our forging process and not only make forging process to do the type of forgings we are talking among you need induction heating equipment which is Ajax Magnethermic. So literally we can build our whole new forging line at a very reasonable cost expand where we are and as long as we were getting that discount on the steel substantial discount on the steel because they buy the scrap and they turn into low content iron and steel. So I’m looking for a lot here, it was a long time to get the relationship, we necessarily do not get excited about selling a piece of a company that is making money profitably but they pay the fair price and more important they are going to be a side-by-side partner in expansion because we have the technology, the access to the capital equipment at a discount and they have the steel and where we go they’re going to be or going to be at very difficult at the start. So you think you will be hearing a lot more about little Arkansas steel in the future. Ajay Kejriwal – FBR: Excellent. And one more from me before I pass it on. Ed you mentioned the trucking market and obviously it’s been weak this year. Maybe just some sense of what your expectation, what you see from customers in terms of their rebound. Is it sometime early next year or is it an event beyond that, what’s your thought?

Edward Crawford

Management

Well I kind of gave this thing, it seems like the after-marketing slowing down, there is an after-market content to our business and I understand a little bit. It’s clearly if I would say we’re going to get at least a 10% increase I don’t want to measure it in units, I want to measure it in the fact that I believe our revenues are going to, it’s not going to go back to where it was at the peak I mean in the trucking business at one time this is $50 million type area and it goes down substantially it hurts. But if we get half that back if it goes back to flat, if it goes back up, if it just increases 20% I’d be thrilled, okay. And the impact on – keep in mind we have to maintain all the supplies, all the people and everything else because when they rebound they runs for five years flat out and so we can’t close things. So we are carrying up burden, we are carrying a substantial burden because we’ve lost that revenue and the defense is down. But even losing that revenue and so forth we’ve done very well in Supply Technologies run a better company. And but this revenue we’re adding from the other side in the Eurozone and the trucking business comes back we are expecting this company to still perform, if we can get through this year as we have expected and I think we’ve raised our guidance in an old fashion way we are doing better than they even thought but we really believe that we’ve got all the pieces and it’s lying correctly and we’re going to have a – we’re going to make our N5 goal next year and even if we have to drag alone the trucking business. Ajay Kejriwal – FBR: Good. That’s very helpful. Thanks much.

Edward Crawford

Management

Okay. Thank you.

Operator

Operator

Thank you. The next question is coming from the line of Jay Harris with Axiom Capital. Please proceed with your question. Jay Harris – Axiom Capital: I first like to say that I thought this call was if not the clearest and best call you’ve done as good as any other call either that or gotten all the wax out of my ears. But anyway..

Edward Crawford

Management

We are trying Jay, we anticipate based on you and your questions and the wax in your ears. Jay Harris – Axiom Capital: All right. Fair enough. Have you guys been able to characterize why we had so much weakness in the truck vertical market and well first that one?

Edward Crawford

Management

Well the – in simple terms we do a lot in trucking business but our – the gold standard in the trucking business for our company is the logo down and its simple as they just not selling new trucks. Jay Harris – Axiom Capital: Yeah, but I’m asking have you been able to characterize why the demand for new trucks left off, is it an intermodal competition with railroads or just that we went through in excess of building cycle and the – that we’ve excess truck capacity that had to be absorbed or was it a matter of truck driver availability. Have you been able to characterize any of that?

Edward Crawford

Management

Well I have a friend in the trucking business. Number one, you point out something which is settled but very important average age of the truck drivers, the people aren’t actually driving the vehicles is moved up north of 50 years old, can’t think that’s old. But the question there is not of lot of young group coming in. And so more important – isn’t just enough freight I mean again everyone is saying what’s happening but I think it’s a driver combination. I think the trusts are lasting longer but it’s like anything else they last long but they still get old, they are getting older by the minute so it’s pent-up demand and my friend in the trucking business it would turn this fleet over every five years and now turning it over seven years. But the seven years catches up and then they get to turn it over. So I don’t think it’s one thing, it’s just the general economy, the trucks are made better but the – it is, it’s been a cycle business for many, many years and it will continue to be one and it’s one of its down cycles and when they come back it’s not the engine and it’s not the gas mileage, it’s just bad time for them, sometime you can sell air conditioners and sometimes you can’t, that’s what this, I don’t think it’s one is a blanket of things and that’s smart enough to figure out also I know we are down and the number one company in the country, it does say it’s down and I’m sure they work very hard to get up. Jay Harris – Axiom Capital: Well that would suggest that over a period of time we ought to go back to where the former peak of activity was?

Edward Crawford

Management

I think back there in past as I get – looking the numbers to me look like $10 million or $15 million in this business is nothing on the upside. So we will even do better. I mean it’s again we got all the fixed cost I mean it’s just we’ll get it and it will come and when it arrives it will even pushes even further. But let’s even think in terms of it staying at the level it is through 15, 14 that’s the extreme thought but that’s not the case, but if it starts up and let’s say in the fourth quarter of summer saying in the fourth quarter of 2014 we still have enough momentum than the other companies to wait for that maybe some will slow down its some are part of the division, that diversity of the company, this is what’s good about where we are. Jay Harris – Axiom Capital: Turning to defense, is the decline – are we going to go through another year of decline in 2014?

Edward Crawford

Management

We don’t know. The defense really from our viewpoint is not a big item, it’s not anywhere, it’s a small little item versus the trucking business. I only mention it because it’s symptomatic of what’s happening in a lot of areas, but the defense business if it stayed at the level it is we’d still be happy, we are talking about peak years but it’s not going to affect the performance of the company long term any slowdown in the defense industry. Jay Harris – Axiom Capital: The last question has to do with tax rates. Should we expect because the U.S. economy is growing better than other industrial economies that your tax rate will rise somewhat next year?

Edward Crawford

Management

I mean our current government is to increase taxes on the…. Jay Harris – Axiom Capital: No, no, just the – tax rates are reflection of the geographic distribution of what your earnings occur and I’m sorry, what you say Scott.

Scott Emerick

Management

Jay what I would say is one we just targeted some international acquisitions that have territories in the UK and Ireland that have lower tax jurisdictions. So as we grow internationally there is going to be the potential to lower our overall effective tax rate. I can’t give you any specific guidance today. Jay Harris – Axiom Capital: I understand.

Scott Emerick

Management

On what our 2014 effective rate would be. I hope to be able to give that to you in March but I think if you just assume a consistent maybe slightly down rate might be a good way to thinking about it right now. Jay Harris – Axiom Capital: All right, excellent. Thank you guys.

Edward Crawford

Management

Thanks very much, Jay.

Operator

Operator

Thank you. Our final question is coming from the line of Steve Barger with KeyBanc Capital Markets. Please proceed with your question. Tejas Patel – KeyBanc Capital Markets: Hey, good morning guys. This is actually Tejas filling in for Steve. How are you?

Edward Crawford

Management

Tejas, great. You are using his [indiscernible] you are using here now or how do we handle this. Tejas Patel – KeyBanc Capital Markets: Well he was supposed to be on, was not able to make it bad reception, but figured yeah that happen on him, but hey…

Edward Crawford

Management

Let’s say we can do okay, let’s work… Tejas Patel – KeyBanc Capital Markets: So yeah just a couple of quick ones, you guys did a very good job in the prepared remarks and a lot of the questions already being answered. But on the aluminum side do you anticipate continued increase in the revenue increases there into 4Q and into next year?

Edward Crawford

Management

I expect to do more sales in 2014 than I did in – we did in 2013. Tejas Patel – KeyBanc Capital Markets: Got it. And then just I guess a follow-up, I know…

Edward Crawford

Management

I tell you and go I would say it’s reaching up because that’s a long way but everything stays away it is as you know the contracts that we are ramping up just are coming on board so 2014 is spoken for. So we have a very good idea where 2014 is going and quite frankly based on the new developments, the new things I think we 2016 and beyond is going to get perky I mean we have a natural limit in the sales we can do in our six facilities and but there are wonderful, wonderful ideas coming from international companies and others I mean we’ve been selected as someone that they clearly – our customers like us and there are European companies that would like to be in America and different technology than we are in. For example all the frames and the cars are currently iron, we’ve been talking about knuckles and calibers and transmission parts but the frame you could imagine how much steel is in the frames in Europe particularly in Italy they’ve already moved to aluminum frames, it require a die casting 35,000 ton machines that are bigger than this whole building and a lot of expertise and there are a number of people that would like to be in that business and being in America but they don’t want to go Greenfield so they got to find partners that have customers and anybody that can show up with new technology in the business within the business that we do not have and there is tremendous demand, there is a tremendous shortfall for a large die casting capacity in America. And so we are listening and we think if the company is going to add aluminum company is going to get bigger, it…

Edward Crawford

Management

Well the only thing I can say about our friends downstairs they run that division and be centralized we are I’m very proud of them, I hope couple of them are listening because they just ran a business that was a little under the weather from the standpoint of a couple of big sectors we are now, we just ran a better company, okay, I mean it’s that simple. But the answer is they are not also investing in – we didn’t get the organic growth we are looking at, if we had the organic growth we’d have to come up with more money so what you are not seeing is the fact that if we had to return another $50 million in sales which I hope we would have we’d have to put in the working capital. And as you know its four months to get out of from the working capital into the return, so there is – that’s part of that. If I’m saying here there is a rollout of this business that is very expensive, new business. Now when acquire a company is in England, Ireland your own business that next day at a profit that’s obviously accretive also we wouldn’t do it. Tejas Patel – KeyBanc Capital Markets: Got it. And then I guess a follow-up for Supply Tech, what’s the new business pipeline looking like or it’s just the quoting activity and then if you could talk about international versus domestic?

Edward Crawford

Management

In the pipeline business.. Tejas Patel – KeyBanc Capital Markets: No, on the Supply Tech side you might have customers coming to you and you are potentially quoting them on new business?

Edward Crawford

Management

Well Supply Technologies I mean let’s start with something very interesting. This is my first comment on this. As you’ve heard me over the year talk about the efficiency and I always thought that Supply Technologies with our systems on a scale of one to 10 in the management of the business for 10s or 12s. And I’ve been little frustrated with the overall marketing efforts on the global international and domestic basis. But there has been dramatic shift in the company in the last 90 days. Of the top three people as you would be responsible for marketing and sales of the top three, two have been replaced and the top person has been replaced. And the top person was just replaced by someone that’s been in the industry with our completion for some 17 years because of where we are, we are getting a real look at some of the top people in that business and customers that are starting to – there are large companies and they don’t feel there has been an investment, they don’t feel they are a growth company. So we’re muscling up on the sales side of the business and with all this come last reporting so there again I’m very excited about it. So I think we’re going to see for the first time as they move to a marketing and sales orientation that is we never had before. And they’re going to drive for example in Europe in the Eurozone the whole new ball game over there. So I’m excited about the fact that we are – we have a system, we have a way, it’s very important to manufacturing and we’re going to get out there and sell a little bit more. I’m spending a little more time as you know in the field talking about that and that’s some of the exciting things for 2014, 2015 and 2016. Tejas Patel – KeyBanc Capital Markets: Yeah, yeah, that’s a great color kind of over time, so I’ll just follow-up with the others I had, but great quarter and looking forward to your next quarter.

Edward Crawford

Management

Okay, great. Thank you very much. Look we’re going to have to wrap this up today. Again we’re moving ahead. We have a distraction and we have distractions of positive things but the number said is the companies moving forward year-over-year. We’re pleased with our N5 prospects, we talked about making a serious investment in this and actually for the first time if anybody really knows me I did a video with my son Matthew on our N5 and distributed to the 160 people were at the sales conference in August okay and in March. So we’re going to get a little more invested in the marketing and telling the story about the company. We think we have the pieces for the future, we can do a lot of bolt-ons. So we’re in a good position, it’s a lot of hard work but the prospects are great. So I want to thank you all the investors and the interested parties, all the stakeholders in the company. And I look forward to seeing you in this spring with more positive thoughts on where we are going and what will be at that time. Again thank you very much and have a nice day.

Operator

Operator

Thank you. Ladies and gentlemen, this does conclude today’s teleconference. You may disconnect your lines at this time and thank you for your participation.