David Lee
Analyst · B. Riley & Co
Thank you, Selwyn. As Selwyn just mentioned, our rotating electrical business remains strong. Net sales for the fourth quarter was $58 million, representing a $6.1 million or 11.8% increase compared with the prior year fourth quarter, and adjusted EBITDA was approximately $10.7 million. Net sales for fiscal year 2013 were $213.2 million, representing a $32.7 million or 18.2% increase compared with the prior fiscal year 2012, and adjusted EBITDA was approximately $42.2 million for fiscal year 2013. Based on the pending liquidation of Fenco, our financial review will be focused on MPA and its rotating electrical business. However, to briefly recap the consolidated results, for the fourth quarter, net sales were $89.3 million and net loss was $73.7 million, which was impacted by Fenco's impairment of goodwill and intangible assets. For fiscal year 2013, consolidated net sales were $406.3 million and net loss was $91.5 million, once again impacted by Fenco's impairment of goodwill and intangible assets. I would like to now review the financial results for the rotating electrical business for the quarter and fiscal year. The net sales in our rotating electrical product line segment increased by $6.1 million, or 11.8%, to $58 million for the fiscal fourth quarter compared with net sales of $51.9 million for the prior period a year earlier. The increase in net sales in our rotating electrical product line segment was due primarily to increased sales to our existing customers. The gross profit percentage in our rotating electrical product line slightly decreased to 31.6% from 32.2% during the 3 months ended March 31, 2013, with both periods adjusted for standard inventory revaluation due to less overhead absorption related to inventory management. Rotating electrical G&A expenses includes: the establishment of an $81.8 million specific charge-off accrual for the investment in Fenco, and was also impacted by $650,000 of accrual established related to severance; approximately $500,000 in professional fees incurred in connection with restructuring of Fenco; higher legal fees related to Fenco; and higher audit and Sarbanes-Oxley consulting fees. Rotating electrical business sales and marketing expenses decreased $59,000 compared to the prior year fourth quarter. Operating income for the rotating electrical segment for the fiscal 2013 fourth quarter increased to $10 million, adjusted to exclude the specific charge-off accrual for the investment in Fenco; accrual established related to severance; professional fees incurred in connection with the restructuring of Fenco; mark-to-market items recorded due to the change in the fair value of warrant liability; FAS 123(R) share-based compensation expense; undercar segment Sarbanes-Oxley implementation costs; private placement; liquidation damages; damages expenses; and Fenco-related professional and consulting fees, compared with $9.3 million a year ago. EBITDA for the fourth quarter for the rotating electrical segment was $10.7 million, adjusted for various items as previously explained and $256,000 noncash standard inventory revaluation write-down. Rotating electrical interest expense was $4 million for the fourth quarter, compared with $2.6 million for the prior year fourth quarter. This increase in net interest expense was attributable to increased outstanding loan balances and higher interest rates and interest expense in connection with the purchase of consignment inventory from the supplier of Fenco and other Fenco-related items. In the future, we expect to reduce interest expenses with lower interest rates. Rotating electrical net income for the fourth quarter, adjusted for the items explained above and Fenco adjustments, was $3.6 million, or $0.26 per share, compared with $3.7 million, or $0.30 per share, for the comparable period a year earlier. For the 12 months ended March 31, 2013, for the rotating electrical segment, net sales were $213.2 million, gross margins increased to 32.5% in fiscal year 2013 from 31.8% for the prior fiscal year and adjusted EBITDA was $42.2 million, including adjusting for $1 million of noncash standard inventory revaluation write-downs as a result of lower manufacturing costs. At March 31, 2013, the rotating electrical segment had an $84.5 million term loan, an undrawn revolver credit facility of $20 million and approximately $19.3 million cash as of March 31, 2013, resulting in net debt of approximately $65 million. In the earnings press release from this morning, a consolidating balance sheet and consolidating income statement are presented, separately showing MPA's rotating electrical segment and Fenco's undercar segment. At March 31, 2013, MPA's rotating electrical segment had $277.1 million in total assets. Current assets were $102 million and current liabilities were $68.7 million. To recap cash flows from operations, during the 12 months ended March 31, 2013, the rotating electrical segment used $5 million from operations, which was impacted by a onetime payment during the first quarter of fiscal 2013 of approximately $16 million to an undercar segment vendor in connection with a prior consignment arrangement. Going forward, we expect to realize tax benefits of cash and credits of approximately $30 million as a result of the losses incurred through Fenco, which should further enhance liquidity. I will now 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 fourth quarter ended March 31, 2013, for the rotating electrical business. If you can take a moment to turn to the income statement exhibits in the press release starting with Exhibit 5, we can begin. The income statement in Exhibit 5 of the earnings press release presents the 3 months ended March 31, 2013, fourth quarter results of operations for the rotating electrical business. So when you eliminate the effect of financing-related costs, severance and other fees, FAS 123(R) share-based compensation, noncash mark-to-market items recorded due to the change in the fair value of warrant liability and forward foreign exchange contracts and intersegment interest income, diluted earnings per share was $0.26 for the 3 months ended March 31, 2013, for the rotating electrical segment, despite the impact of higher interest expenses. It's calculated by taking the reported net loss of $48,702,000 and adjusting for the specific charge-off accrual for the investment in Fenco of $81.8 million; financing, severance and other fees of $1.4 million; FAS 123(R) share-based compensation expense of $93,000; and noncash mark-to-market gain of net $878,000 related to the changes in the fair value of warrants and forward foreign currency exchange contracts; intersegment interest income of $1,531,000; onetime bank interest charges of $1,683,000 and 39% tax rate. So by subtracting the above-mentioned items from the reported net loss of $48,702,000, adjusted net income was $3,635,000 or $0.26 per diluted share for the 3 months ended March 31, 2013, for the rotating electrical segment. Additionally, at the bottom of the exhibit for the rotating electrical business, there was a calculation for EBITDA for the 3 months ended March 31, 2013. Starting with reported operating loss of $72,747,000 and adjusting for the impact of the specific charge-off accrual for the investment in Fenco, financing, severance and other fees and noncash items as previously mentioned and depreciation and amortization expense of $712,000, rotating electrical adjusted EBITDA is $10,452,000. In addition, adjusted further for the noncash standard inventory revaluation write-down of approximately $256,000, rotating electrical EBITDA for the 3 months ended March 31, 2013, was approximately $10.7 million. Exhibits 5 through 8 represent the income statement for the 3 and 12 months ended March 31, 2013, and prior year March 31, 2012, for the rotating electrical segment. Now please turn to Exhibit 6 on the next page. To recap, for the 12 months ended March 31, 2013, in Exhibit 6, rotating electrical net sales was $213.2 million, and adjusted EBITDA was $41,218,000 and after further adjusting for standard inventory revaluation write-downs of $1,015,000, EBITDA for fiscal year 2013 was approximately $42.2 million. We will now open the call to questions.