David Lee
Analyst · B. Riley & Co
Thank you, Selwyn. Net sales for the fiscal 2012 second quarter ended September 30, 2011, were $107.6 million compared with $41 million for the same period last year, an increase of $67 million or 163%. The increase in net sales was due primarily to our May 6, 2011, acquisition of Fenco, which resulted in additional net sales of $61.9 million, or 151%, and an increase in net sales to customers of $4.8 million, or 11.6%, primarily due to existing customers in our rotating electrical segment.
Gross profit for the fiscal 2012 second quarter was $15.3 million, or 14.2% gross margin, compared with $12.7 million, or 30.9% gross margin, for the same period a year ago. I would like to point out that the gross profit percentage in the rotating electrical segment increased to 32.4% from 30.9% during the second quarter due primarily to lower per-unit manufacturing costs.
During the 3 months ended September 30, 2011, the gross profit percentage in the under-the-car product line segment was impacted 8.7% by recording of contractual customer penalties of $896,000, intersegment costs of $836,000, higher-cost inventory purchases and freight expenses of $1.4 million to increase customer fill rates, additional production and nonrecurring costs of $1.6 million and an inventory step-up adjustment in connection with the May 6, 2011, acquisition of Fenco of $705,000.
Excluding the above-mentioned adjustments, the under-the-car product line segment gross profit margin was 8.6%. We believe that with the implementation of our transition plan, the gross margin percentage for the under-the-car product line will substantially increase.
General and administrative expenses increased $8.2 million to $11.8 million for the second quarter, of which $4.8 million is for the under-the-car segment. This resulted in a net increase in G&A expenses for the rotating electrical segment of $3.4 million. Of the $3.4 million, $1.8 million is noncash foreign exchange contract charges, and $1.2 million is acquisition-related G&A bank financing fees and legal expenses. After adjusting for these unusual expenses, rotating electrical general and administrative expenses increased by approximately $400,000 primarily due to professional fees.
Sales and marketing expenses increased $2 million to $3.2 million for the second quarter compared with $1.2 million for the same quarter of fiscal 2011. The increase of $696,000 for our rotating electrical business was due primarily to the reversal of commission expenses during the prior year in connection with our acquisition of Reliance Automotive as certain thresholds were not met, increased employee-related expenses and increased travel incurred in connection with our Fenco operations.
Under-the-car product line segment sales and marketing expenses were $1.3 million for the second quarter.
Acquisition costs were $309,000 for the second quarter, consisting of legal fees, due diligence costs and other professional fees in connection with the Fenco acquisition.
Operating income for the fiscal 2012 second quarter for the rotating electrical segment increased 8% to $8 million before noncash loss recorded due to the change in the fair value of forward foreign currency exchange contracts and Fenco-related G&A and professional expenses, compared with $7.4 million a year ago before noncash gain recorded due to the changes in the fair value of forward foreign currency exchange contracts.
Operating loss for the under-the-car segment was approximately $552,000 after adjusting for contractual customer penalties, intersegment costs, higher-cost inventory purchases and freight expenses, additional production and nonrecurring costs and an inventory step-up adjustment in connection with the May 6, 2011, acquisition of Fenco.
EBITDA for the second quarter was approximately $10 million, which is comprised of $9.5 million EBITDA for rotating electrical segment and approximately $500,000 EBITDA for the under-the-car product line segment, adjusted for various noncash items and Fenco-related costs explained above, as well as standard inventory revaluation write-downs of $636,000 due to lower remanufacturing costs and severance and FASB 123(R) noncash stock compensation expenses totaling $23,000. In addition, depreciation and amortization for the quarter was approximately $2.5 million.
Net of interest income, interest expense was $3.4 million for the second quarter compared with $1.7 million for the prior year second quarter.
For the fiscal '12 second quarter, the rotating electrical product line segment recorded income tax expense of $1.7 million, or a 36.2% effective rate, which includes 2.2% tax adjustment of $104,000 in the quarter due to fiscal year-to-date transaction costs incurred in connection with the company's acquisition of Fenco.
The company reported a net loss for its fiscal '12 second quarter of $5.6 million, or $0.45 loss per share, compared with $3.5 million, or $0.29 per diluted share, for the comparable period a year earlier. Excluding contractual customer penalties, higher-cost inventory purchases and premium freight expenses, additional production and nonrecurring costs, noncash inventory step-up adjustment, the noncash loss recorded due to the changes in the fair value of forward foreign currency exchange contracts, Fenco-related G&A expenses, net income for the fiscal 2012 second quarter would have been $0.04 per share, which includes rotating electrical EPS of $0.32 per diluted share.
At September 30, 2011, our balance sheet had $1.2 million in cash and $493 million in total assets. Motorcar Parts of America and Fenco have separate bank credit facilities. MPA had a $6.5 million term loan and $37.5 million borrowings on the revolving credit facility, leaving $6.6 million available after reflecting outstanding letters of credit pursuant to the old MPA financing agreement. Fenco had a $10 million term loan and $47.7 million borrowings on its $50 million revolving credit facility.
Subsequent to the second quarter ending September 30, 2011, in January 2012, MPA entered into a new financing agreement, including a $75 million term loan and an asset revolving credit facility of $20 million. Post-closing of the new MPA credit facility on January 18, 2012, MPA's cash balance was approximately $24 million with a 0 borrowings on the revolving credit facility for net borrowings of approximately $50 million.
During the 6 months ended September 30, 2011, the rotating electrical segment generated $4.1 million of cash flow from operations. For the period from May 6 to September 30, 2011, the under-the-car product line segment used approximately $49 million of cash from operations, primarily consisting of an increase -- of an inventory increase of approximately $19 million, which contributed to significantly increasing fill rates, and accounts payable paydown of $17.1 million, which increased the supply chain to enhance inventory levels to increase fill rates.
I would now like to walk you through the income statement exhibits in our press release distributed this morning, which we believe will make it far easier to understand the various expenses and adjustments for the second quarter and fiscal year-to-date ended September 30, 2011. If you can take a moment to turn to the income statement exhibits in the press release starting with the last page, we can begin.
The income statement exhibits on the last 2 pages of the earnings press release present the 3 months ended and 6 months ended September 30, 2011, second quarter results of operations for the rotating electrical segment. So on the last page of the earnings release, when you eliminate the effect of Fenco-related costs, noncash loss recorded due to the changes in the fair value of forward foreign currency exchange contracts and intersegment interest income, diluted earnings per share was $0.54 for the 6 months ended September 30, 2011, for the rotating electrical segment.
It's calculated by taking the reported earnings per share of $0.42 and reducing net sales for intersegment revenue of $1.6 million and eliminated Fenco-related G&A expenses of $2.2 million, noncash loss recorded due to the changes in the fair value of forward foreign currency exchange contracts of $1.9 million, sales and marketing Fenco-related costs of $126,000, professional fees, acquisition costs of $713,000, intersegment interest income of $945,000 and tax adjustment of $112,000.
So by adding the above-mentioned items, totaling $0.12 per diluted share, to the reported $0.42 per diluted share results in $0.54 per diluted share for the 6 months ended September 30, 2011, for the rotating electrical segment. Additionally, at the bottom of the exhibit for the rotating electrical segment, there was a calculation for EBITDA for the 6 months ended September 30, 2011. Starting with operating income of $10,272,000 and adjusting for the impact of intersegment revenue, Fenco-related and noncash items as previously mentioned, and depreciation and amortization of $1,777,000, rotating electrical EBITDA is $15.4 million. In addition, adjusted further for the noncash standard inventory write-downs of $1 million and FASB 123(R) noncash stock compensation expenses and severance costs totaling $41,000, rotating electrical EBITDA for the 6 months ended September 30, 2011, was approximately $16.4 million.
Now please turn 2 pages forward to the earnings press release showing both the rotating electrical segment and under-the-car product line segment results of operations for the 6 months ended September 30, 2011.
Consolidated operating results for the 6 months ended September 30, 2011, which includes the period from May 7 to September 30 for the under-the-car product line segment, was impacted by Fenco-related expenses and noncash expenses, which are highlighted in the adjustments column. To recap once again, these adjustments include contractual customer penalties of $1 million; higher-cost inventory purchases and premium freight expenses of $1.6 million; additional production and nonrecurring costs of $2.5 million; the effects of fair value purchase accounting on Fenco's opening balance sheet for inventory step-up adjustment of $3.4 million; Fenco-related G&A, bank financing and legal costs of $2.6 million; foreign exchange loss of $1.9 million; sales and marketing Fenco-related costs of $126,000; and other professional fees of $713,000.
The income tax expense reflects an additional 1.4% tax in the 6-month period due to certain nondeductible acquisition costs of $112,000. Additionally, the loss from the under-the-car product lines, which we do not plan to continue to sell or support in the future, is approximately $2.7 million.
So by adding the above-mentioned items to the reported loss of $0.96 per share results in $0.22 per share for the 6 months ended September 30, 2011, for the combined rotating electrical and under-the-car product line segments.
Additionally, at the bottom of the exhibit, there is a calculation for EBITDA for the 6 months ended September 30, 2011, which again includes from May 7 through September 30 for the under-the-car product line segment. Starting with consolidated operating loss of $2.96 million and adjusting for the impact of Fenco-related and noncash items as previously mentioned, and depreciation and amortization expense of approximately $4.4 million, consolidated EBITDA for the 6 months ended September 30, 2011, is $18 million. After further adjusting for $1 million noncash standard inventory revaluation write-downs mentioned above, EBITDA for the 6 months ended September 30, 2011, was approximately $19 million.
I will now turn the call back to Selwyn, who will take a few additional comments before we open the call to questions.