Pat Dugan
Analyst · Wells Fargo. Please go ahead
So let me add my thanks to you, Ray, for everything you've done for me, for the employees at Wabtec, and I'd like to offer my congratulations and thanks to Rafael as you begin the next phase of your career. So as you can see from our press release this morning, we discussed both the GAAP and adjusted numbers, so I want to encourage you to review all the reconciliations we have provided. In addition to the adjustments we discussed, other factors are worth noting as you model your quarterly results for the rest of the year. So just as a point of emphasis, the first quarter results included about five weeks of GE Transportation's results, and it was a particularly strong period based on the delivery of products and projects and meeting the schedules of our customers. Going forward, I want to point out that we will see some fluctuation or variation in our quarterly results based on the timing of project delivery, and also the impact of normal seasonality in our transit business due to the European slowdown in the summer months. And just a reminder, our share count will change again in the second quarter, the first full quarter we will own GE Transportation. The second quarter share count will be about 193 million shares compared to about 121 million in the first quarter. So taking this into account, I'd like to emphasize that today, we're affirming -- we affirmed our guidance for sales for adjusted income from operations. Adjusted EPS and adjusted EBITDA, which shows that our business is performing up to expectations. So, looking at the income statement. Sales for the first quarter were $1.59 billion. The adjusted sales would be $1.64 billion. That's excluding -- the GAAP numbers exclude the effects of accounting policy of harmonization. Our Freight segment sales increased 131% to $876 million. The increase is due to the GE Transportation merger, which added about $495 million and organic growth of about $9 million, offset by some small impact of FX. As I've mentioned, the GE Transportation had a strong five weeks to finish the quarter. Quarterly run rate for the rest of the year will fluctuate based on the delivery schedules and other factors I've mentioned earlier. Transit segment sales increased 6% to $717 million, driven by a strong growth in our OEM sales. The increase was due to strong organic growth, adding about $77 million and acquisitions about $15 million, which more than offset the impact of negative FX of about $51 million. This is the fifth quarter in a row we've seen organic sales growth, which showed that our backlog is starting to kick-in. Just to comment on our legacy Wabtec business. Our first quarter sales were about $1.1 billion, about 4% higher than the year ago quarter. Switching to consolidated operating income. For the quarter, operating income was $67 million and adjusted operating income was $220 million or 13.4% of adjusted sales. Adjusted operating income excluded pre-tax expense of $153 million related to the merger with GE Transportation. Just to highlight those adjustments, we had $80 million for one-time non-cash purchase price accounting charges, $59 million for transaction and restructuring cost, $14 million for non-cash accounting policy of harmonization, and I'll just -- to help, I would reference the reconciliation table for all the details. In addition to these expenses, the company also had pre-tax expense of $20 million for non-cash recurring purchase accounting charges, which is not added back to the adjusted income from operation. So, looking at some of the more detail on the line items. Our SG&A was $260 million, including $59 million of the $153 million I mentioned above. We expect the adjusted numbers to be about $280 million per quarter going forward. Engineering expenses increased to $35 million on the face of the income statement due mainly to the addition of GE Transportation. Amortization expense of $29 million included $20 million of recurring PPA for the GE Transportation merger. Going forward, we expect amortization expense to be about $70 million per quarter. Looking again at just legacy Wabtec, adjusted income from operations was about $121 million, slightly lower than a year ago due to increase sales and lower margin in the Transit segment. Moving to our segments and the operating income on our segments. Our Freight operating income was $75 million and adjusted operating income was $175 million for an adjusted operating margin of 18.9%. Transit operating income was $59 million for an operating margin of 8.2%. That was impacted by some product mix items and certain discrete expenses that we recorded in the quarter. Compared to the year ago quarter, we've had a significant sales increase from lower margin OE projects about 22% higher and a slight decrease in aftermarket revenues, about decline of about 5%. This mix shift accounted for the majority of the margin decrease. We expect the margin to improve during the year as we continue with our restructuring and cost reduction initiatives. For the full year of 2019, we expect adjusted operating margin improvements from both segments compared to last year. These improvements will come through better project performance, a better mix of sales and the benefits of restructuring and cost reduction programs. We have also included net synergy benefits of about $20 million in our adjusted guidance for the year. I want to emphasize that the quarterly results can fluctuate due to product mix and other factors, which is why we don't guide to quarterly segment margins. Interest expense. Net interest expense for the quarter was $45 million due to higher debt balance after the GE Transportation merger. Adjusted interest expense was $30 million to reflect the timing of the merger. If you recall, we have borrowed the money several months earlier than we actually closed the transaction. Going forward, we expect interest expense to be about $55 million per quarter. Remember that we are focused on generating cash to reduce the debt, and therefore, the interest expense. Other expense was $8 million due to certain losses of the re-measurement of foreign currency denominated contracts. Income tax expense was $19 million. Excluding the net tax benefit from transaction cost from the GE Transportation merger, adjusted income tax expense was $41 million for an adjusted effective rate of about 23%. Just to recap. A lot of that information for the -- on earnings per share basis. The Q1 EPS, we had a loss per diluted share of $0.04 and adjusted earnings per share of $1.06. To reconcile that first quarter EPS, you can find the details in our press release. But just to reiterate, GAAP was a negative $0.04, add back of one-time non-cash PPA, that's a positive $0.46, add back the cost of the current transaction and other restructuring costs, that's about $0.42, add back the impact of changing accounting policy, that's $0.08, add back a tax benefit, that's $0.14, and that gives us an adjusted EPS of about $1.06. In addition to the expenses noted above, the company also has after tax expense of $0.12 per diluted share for non-cash recurring purchase price accounting charges, but we do not add that back to the adjusted EPS. EBITDA, which we define as income from operations plus depreciation and amortization, was $123 million, and adjusted EBITDA was $276 million. Adjusted EBITDA excluded the pre-tax expenses of $153 million related to the GE Transportation merger that I had discussed earlier. Moving to the balance sheet. I just want to point out again that we believe that our -- it provides the financial capacity and flexibility to invest in our growth opportunities. We have an investment grade rating and our goal is to maintain it. In the quarter, we generated $31 million of cash from operations, mainly due to improved working capital. I'd also like to point out that cash from operations was reduced by about $50 million of cash transaction cost for the merger. Excluding those costs, our cash from ops would have been about $81 million. Working capital at March 31, our receivables were about $1.7 billion. Inventories were about $1.9 billion, accounts payables were about $1.2 billion. Receivables included unbilled receivables of $456 million, which were more than offset by customer deposits of about $573 million. At March 31, we had about $513 million in cash and total debt of about $496 billion, with a net debt-to-EBITDA of about 3. By the year-end, we are targeting a net debt-to-EBITDA of about 2.5 times. Just some miscellaneous items and covering our backlog. Our depreciation was $27 million versus $18 million in the year-ago quarter, increased due to the merger. For the full year of 2019, we expect it to be about $175 million. Amortization, $29 million in the quarter compared to $10 million in last year's quarter, the increase also due to the merger. For the full year of 2019, we expect it to be about $225 million or about $70 million in the quarter. Our CapEx, about $30 million in the quarter, compared to $17 million a year ago, increased again due to the merger. We expect to spend about $200 million in 200 – in 2019. Our backlog impacted obviously by the merger at March 31, our multi-year backlog was $23 billion and our rolling 12-month backlog, which is obviously a subset of that multi-year backlog, was $6.1 billion. GE Transportation added about $19 billion to that total backlog number. So looking to our 2019 guidance. Based on our first quarter performance and our current backlog and our assessment of the conditions in our key markets, today, we affirmed our full year guidance for revenues and adjusted earnings per diluted share. Our guidance is for sales to be about $8.4 billion, adjusted EBITDA of about $1.6 billion, adjusted income from operations of about $1.2 billion and adjusted earnings per diluted share between $4 and $4.20. For the year, we expect GAAP cash flow from operations to be between $500 million and $600 million, impacted by about $300 million related to the GE Transportation merger. Excluding all of our costs related to restructuring, one-time purchase price accounting and non-cash accounting policy harmonization, our adjusted operating margin for the full year is about 14%, and our effective tax rate for the full year is expected to be about 24%. For the full year, we expect adjusted cash flow from operations to exceed our adjusted net income. I'd also like to point out that our adjusted guidance includes after-tax expense of about $0.80 per diluted share for non-cash recurring purchase price accounting charges. In other words, we are not adding back the recurring purchase price accounting to -- for our adjusted EPS guidance. If you do that, I'd just also point out that our adjusted operating margin would be about 16% for the year. Regarding Q2, couple of things that need to be highlighted compared to our first quarter results. We expect our second quarter sales, our second quarter adjusted net income and adjusted EBITDA to be higher than the first quarter, with adjusted earnings per diluted share expected to be lower, due to the fully diluted share count increasing to about 193 million, as a result of the merger. Based on the expected timing of project deliveries, we also expect that our product mix and adjusted earnings per diluted share to improve during the rest of the year. So with that, I'd like to turn it over back to Ray.