Q3 Results Include $13.8 Million Asset Impairment Charge
Company to File Form 10-Q for Period Ending September 30, 2015 Today
Pending Merger with Westport Innovations Progressing
NEW YORK, Dec. 11, 2015 (GLOBE NEWSWIRE) -- Fuel Systems Solutions, Inc. (Nasdaq:FSYS) reported results for its third quarter ended September 30, 2015. In addition, the Company announced it plans to file its Form 10-Q for the period ended September 30, 2015 today, bringing its filings with the Securities and Exchange Commission current and restoring its compliance with NASDAQ Listing requirements.
Q3 2015 Highlights
- Revenue of $65.6 million compared to $85.1 million for Q3 2014; revenue down 12.3% or $10.4 million, excluding foreign exchange impact
- Gross profit margin 23.1% compared to 23.5% in Q3 2014
- Adjusted EBITDA of $1.6 million compared to Adjusted EBITDA of $4.4 million for Q3 2014
- Recorded non-cash goodwill and long-lived asset impairment charge of $13.8 million, or $0.76 per share
Mariano Costamagna, Fuel Systems Solutions, Inc. ("Fuel Systems" or "FSS") CEO, said, "End markets around the world are beginning to show some signs of stabilizing, with pressure from economic conditions beginning to diminish. Fuel Systems continues to see improvement in certain markets and geographies, including the start of our OEM conversions for Honda Turkey, incoming orders at Cubogas, as well as continued strength in our APU business. Finally, we are continuing to work on our pending merger transaction with Westport Innovations and we are targeting its completion in the first quarter of 2016."
Third Quarter 2015 Financial Results
Total revenue for the third quarter of 2015 was $65.6 million compared to $85.1 million for the third quarter of 2014. This variance includes the impact of foreign exchange on third quarter 2015 revenue, which was negative $9.1 million.
In constant currency, FSS Automotive revenue was negatively impacted by lower aftermarket, compressor, OEM and DOEM sales volumes as a result of difficult economic conditions in major markets (specifically in Europe and South America), lower oil prices and increased competition. In constant currency, FSS Industrial revenue decreased slightly compared to the prior-year period primarily reflecting lower demand for mobile equipment and stationary equipment as a result of lower oil prices, a decrease in heavy duty sales in Thailand and increased competition partially offset by higher sales of auxiliary power units in North America.
Gross profit for the third quarter of 2015 was $15.1 million, or 23.1% of revenue, compared to $20.0 million, or 23.5% of revenue, for the third quarter of 2014. The lower gross profit primarily reflects the decreased volumes mentioned above. The slight gross margin percentage decrease was primarily due to the impact of foreign exchange. The impact of the revenue decreases has been partially mitigated by the cost reduction activities that have been initiated on both product costs and operating expenses. Corporate expenses increased $4.9 million compared to the prior year as a result of increases in outside services for consultants in connection with restructuring and strategic and merger related activities.
The Company recorded a non-cash goodwill and long-lived asset impairment charge ("impairment charge") of $13.8 million in the third quarter of 2015, comprised of a goodwill impairment of $7.0 million and a write-down of long-lived assets of $6.8 million relating to both the industrial and automotive operating segments.
Operating loss for the third quarter of 2015 totaled $21.3 million. Excluding the impairment charge, operating loss for the third quarter of 2015 totaled $7.5 million, or 11.5% of revenue, compared to operating loss for the third quarter of 2014 of $1.4 million, or 1.6% of revenue. The increased loss primarily reflects the revenue decreases and additional corporate expenses described above.
Income tax expense for the third quarter of 2015 was $0.5 million compared to an income tax expense of $2.2 million in the third quarter of 2014. The Company's income tax rate is primarily a result of the fluctuation of earnings in various foreign jurisdictions and losses incurred for which no tax benefits have been recorded. For the third quarter of 2015, there were certain foreign jurisdictions where tax benefits were not included in the Company's income tax provision. This was a result of a valuation allowance for deferred tax assets in Italy that was recorded in the first quarter of 2015.
Net loss for the third quarter of 2015 was $22.4 million, or $1.24 per diluted share, including the abovementioned impairment charge, of $13.8 million, or $0.76 per share. Excluding this charge, net loss for the third quarter of 2015 was $8.6 million, or $0.48 per diluted share, compared to net loss of $3.2 million, or $0.16 per diluted share.
Adjusted EBITDA for the third quarter of 2015 was $1.6 million, compared to $4.4 million for the third quarter of 2014. Adjusted EBITDA is a non-GAAP measure. See "Non-GAAP Measures" below for a discussion of this metric.
FSS Automotive Operations
FSS Automotive third quarter 2015 revenue was $41.1 million compared to $59.5 million for the same quarter a year ago. The impact of foreign exchange on FSS Automotive was negative $8.1 million; in constant currency, third quarter 2015 FSS Automotive revenue decreased 17.2% compared to the prior year period, reflecting the lower volumes mentioned above. Excluding the $8.6 million impairment charge attributable to FSS Automotive, FSS Automotive third quarter 2015 operating loss was $2.4 million compared to operating loss of $0.7 million for the same period a year ago. FSS Automotive third quarter 2015 Adjusted EBITDA was $0.5 million compared to Adjusted EBITDA of $3.9 million for the same period a year ago.
FSS Industrial Operations
FSS Industrial third quarter 2015 revenue was $24.5 million compared to $25.6 million for the same quarter a year ago. The impact of foreign exchange on FSS Industrial was negative $1.0 million; in constant currency, third quarter 2015 FSS Industrial revenue decreased 0.9% compared to the prior year period. Excluding the $5.2 million impairment charge attributable to FSS Industrial, FSS Industrial third quarter 2015 operating income was $1.9 million compared to $1.5 million for the same period a year ago. FSS Industrial third quarter 2015 Adjusted EBITDA was $2.6 million compared to Adjusted EBITDA of $2.4 million for the same period a year ago.
Nine Months Ended September 30, 2015 Financial Results
Total revenue for the first nine months of 2015 was $196.1 million compared to $253.8 million for the first nine months of 2014. Net loss for the first nine months of 2015 was $40.2 million, or $2.16 per diluted share, which includes the abovementioned impairment charge, compared to a net loss of $49.4 million, or $2.46 per diluted share, including an impairment charge recorded in the second quarter of 2014, net of tax, of $43.2 million, or $2.15 per share. Excluding the impairment charge, net loss for the first nine months of 2015 was $26.5 million, or $1.42 per diluted share, compared to $6.2 million, or $0.31 per diluted share, in the same period in 2014. Adjusted EBITDA for the first nine months of 2015 was $4.3 million compared to Adjusted EBITDA of $8.7 million for the first nine months of 2014.
Total FSS Automotive revenue for the first nine months of 2015 was $122.4 million compared to $173.5 million for the same period a year ago. FSS Automotive operating loss, including the third quarter 2015 impairment charge, was $17.4 million for the first nine months of 2015 compared to operating loss of $47.7 million for the first nine months of 2014, including the second quarter 2014 impairment charge. FSS Automotive Adjusted EBITDA for the first nine months of 2015 was $1.4 million compared to an Adjusted EBITDA of $5.3 million for the first nine months of 2014.
Total FSS Industrial revenue for the first nine months of 2015 was $73.7 million compared to $80.2 million for the same period a year ago. FSS Industrial operating income, including the third quarter 2015 impairment charge, was $1.3 million for the first nine months of 2015 compared to $1.8 million for the first nine months of 2014, including the second quarter 2014 impairment charge. FSS Industrial Adjusted EBITDA for the first nine months of 2015 was $8.2 million compared to Adjusted EBITDA of $8.2 million for the first nine months of 2014.
2015 Cost Reduction and Restructuring Program Update
During the third quarter of 2015, the Company continued to execute the next steps in its cost reduction and restructuring program, and recorded $2.1 million for restructuring and costs related to outside services for consultants as follows: $0.8 million for severance; $0.5 million for the write-off of long-lived assets in connection with rationalization of activities; and $0.8 million for professional fees. Savings achieved in the third quarter of 2015 for the program were approximately $1.8 million.
2015 Outlook
The Company expects:
- 2015 revenue outlook in the range of between $255 million to $265 million, a reduction from the Company's prior outlook due a long-term construction project in Latin America that the Company now anticipates may not be completed in the fourth quarter and continued automotive market weakness.
And continues to expect:
- 2015 gross margin in the range of 21% to 23%
- Adjusted EBITDA outlook for 2015 of $5.0 million to $10.0 million
Non-GAAP Measures
To provide investors and others with additional information regarding Fuel Systems' results, in addition to the results presented in accordance with generally accepted accounting principles, or GAAP, in this press release, Fuel Systems presents Adjusted EBITDA, which is a non-GAAP measure. A reconciliation of this non-GAAP measure to the closest GAAP financial measure is presented in the financial tables below under the heading "Non-GAAP FINANCIAL MEASURE RECONCILIATION." Adjusted EBITDA is determined by adding the following items to Net Income/(Loss), the closest GAAP financial measure: Depreciation & Amortization; Interest income/expense, net; and Benefit (Provision) for Income Taxes, Impairments, Restructuring charges, Stock based compensation Consulting fees related to restructuring and strategy and other non-operating expenses. Fuel Systems' management believes this non-GAAP financial measure offers additional insight into the Company's ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in the business, as it excludes certain non-cash items. This non-GAAP financial measure also can provide useful information to investors and others in understanding and evaluating Fuel Systems' operating results and future prospects when comparing financial results across accounting periods and to those of peer companies. Fuel Systems may not define this non-GAAP financial measure in a manner similar to other companies.
Conference Call Cancelled
As previously announced, the Company will not conduct a third quarter 2015 conference call.
Forward-looking Statements
This press release contains certain forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts, but instead involve known and unknown risks, uncertainties and other factors that may cause our Company's actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward looking statements. Statements in this press release that are not historical facts are hereby identified as "forward-looking statements" for the purpose of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Words such as: "may," "will," "would," "should," "could," "expect," "anticipate," "intend," "plan," "believe," "estimate," "predict," "potential," "continue," "seeks," "on-going" or the negative of these terms or other comparable terminology often identify forward-looking statements, although not all forward-looking statements contain these words. You should consider statements that contain these words carefully because they describe our expectations, plans, strategies and goals and beliefs concerning future business conditions, our results of operations, financial position and our business outlook, or state other "forward-looking" information based on currently available information. There are a number of important factors that could cause actual results to differ materially from the results anticipated by these forward-looking statements. These risks and uncertainties and certain other factors which may impact our continuing business financial condition or results of operations, or which may cause actual results to differ from such forward-looking statements, include, but are not limited to, the unpredictable nature of the developing alternative fuel U.S. automotive market, customer dissatisfaction with our products or services, the inability to deliver our products on schedule, a further slowing of economic activity, our ability to maintain customer program relationships, our ability to achieve the anticipated benefits in connection with the Company's cost-cutting initiatives and restructuring plan, potential changes in tax policies and government incentives and their effect on the economic benefits of our products to consumers, the continued weakness in financial and credit markets of certain countries, the growth of non-gaseous alternative fuel products and other new technologies, the price differential between alternative gaseous fuels and gasoline, and the repeal or implementation of government regulations relating to reducing vehicle emissions, economic uncertainties caused by political instability in certain of the markets we do business in, the impact of the Argentinean debt crisis on our business, our ability to realign costs with current market conditions, the risks associated with the anticipated merger with Westport Innovations, Inc. including that we will be subject to various uncertainties and contractual restrictions while the merger is pending and failure to complete the merger could negatively affect our stock price and future business and financial results, as well as the risks and uncertainties included in our Annual Report on Form 10-K for the year ended December 31, 2014 and our other periodic reports filed with the SEC. These forward-looking statements are not guarantees of future performance. We cannot assure you that the forward-looking statements in this press release will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not place undue reliance on these forward looking statements. The forward-looking statements made in this press release relate to events and state our beliefs, intent and our view of future events only as of the date of this press release. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.
About Fuel Systems Solutions
Fuel Systems Solutions, Inc. (Nasdaq:FSYS) is a leading designer, manufacturer and supplier of proven, cost-effective alternative fuel components and systems for use in transportation and industrial applications. Fuel Systems' components and systems control the pressure and flow of gaseous alternative fuels, such as propane and natural gas, used in internal combustion engines. These components and systems feature the Company's advanced fuel system technologies, which improve efficiency, enhance power output and reduce emissions by electronically sensing and regulating the proper proportion of fuel and air required by the internal combustion engine. In addition to the components and systems, the Company provides engineering and systems integration services to address unique customer requirements for performance, durability and configuration. Additional information is available at www.fuelsystemssolutions.com.
Company Contact:
Pietro Bersani, Chief Financial Officer, Fuel Systems Solutions, Inc.
(646) 502-7170
Investor Relations Contacts:
LHA
Carolyn M. Capaccio
ccapaccio@lhai.com
Cathy Mattison
cmattison@lhai.com (415) 433-3777
– Tables Follow –
| FUEL SYSTEMS SOLUTIONS, INC. | ||
| CONDENSED CONSOLIDATED BALANCE SHEETS | ||
| (In thousands, except share and per share data); (Unaudited) | ||
|
September 30, 2015 |
December 31, 2014 |
|
| ASSETS | ||
| Current assets: | ||
| Cash and cash equivalents | $54,043 | $85,180 |
| Accounts receivable, less allowance for doubtful accounts of $3,051 and $3,129 at September 30, 2015 and December 31, 2014, respectively | 45,860 | 46,952 |
| Inventories | 66,661 | 80,001 |
| Deferred tax assets, net | 1,788 | 9,547 |
| Other current assets | 18,106 | 21,271 |
| Short-term investments | 7,000 | 6,614 |
| Related party receivables | 2,228 | 5,094 |
| Total current assets | 195,686 | 254,659 |
| Equipment and leasehold improvements, net | 38,048 | 48,937 |
| Goodwill, net | 0 | 7,363 |
| Deferred tax assets, net | 3,337 | 5,253 |
| Intangible assets, net | 3,079 | 6,964 |
| Other assets | 1,396 | 1,065 |
| Total Assets | $241,546 | $324,241 |
| LIABILITIES AND EQUITY | ||
| Current liabilities: | ||
| Accounts payable | $25,956 | $39,918 |
| Accrued expenses | 35,777 | 33,446 |
| Income taxes payable | 956 | 445 |
| Deferred tax liabilities, net | 44 | 0 |
| Term loans and debt | 97 | 207 |
| Related party payables | 1,225 | 2,744 |
| Total current liabilities | 64,055 | 76,760 |
| Other liabilities | 10,011 | 9,745 |
| Deferred tax liabilities | 735 | 1,001 |
| Total Liabilities | 74,801 | 87,506 |
| Equity: | ||
| Preferred stock, $0.001 par value, authorized 1,000,000 shares; none issued and outstanding at September 30, 2015 and December 31, 2014 | — | — |
| Common stock, $0.001 par value, authorized 200,000,000 shares; 20,142,627 issued and 18,093,562 outstanding at September 30, 2015; and 20,114,427 issued and 19,769,617 outstanding at December 31, 2014 |
20 |
20 |
| Additional paid-in capital | 321,714 | 320,820 |
| Shares held in treasury, 2,049,065 shares and 344,810 shares at September 30, 2015 and December 31, 2014, respectively | (20,742) | (3,692) |
| Accumulated Deficit | (94,389) | (54,151) |
| Accumulated other comprehensive loss | (39,858) | (26,403) |
| Total Fuel Systems Solutions, Inc. Equity | 166,745 | 236,594 |
| Non-controlling interest | 0 | 141 |
| Total Equity | 166,745 | 236,735 |
| Total Liabilities and Equity | $241,546 | $324,241 |
| FUEL SYSTEMS SOLUTIONS, INC. | ||||
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
| (In thousands, except share and per share data); (Unaudited) | ||||
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||
| 2015 | 2014 | 2015 | 2014 | |
| Revenue | $65,595 | $85,077 | $196,073 | $253,764 |
| Cost of revenue | 50,460 | 65,101 | 151,461 | 198,535 |
| Gross profit | 15,135 | 19,976 | 44,612 | 55,229 |
| Operating expenses: | ||||
| Research and development expense | 5,254 | 6,281 | 16,068 | 19,787 |
| Selling, general and administrative expense | 17,418 | 15,084 | 45,799 | 42,680 |
| Impairments | 13,766 | 0 | 13,766 | 44,341 |
| Total operating expenses | 36,438 | 21,365 | 75,633 | 106,808 |
| Operating loss | (21,303) | (1,389) | (31,021) | (51,579) |
| Other (expense) income, net | (551) | 238 | 323 | 1,657 |
| Interest (expense) income, net | (14) | 116 | 14 | 102 |
| Loss from operations before income taxes and non-controlling interest |
(21,868) |
(1,035) |
(30,684) |
(49,820) |
| Income tax (expense) benefit |
(532) |
(2,168) |
(9,578) |
417 |
| Net loss | (22,400) | (3,203) | (40,262) | (49,403) |
| Less: Net loss (income) attributable to non-controlling interest | 30 | (4) | 24 | 0 |
| Net loss attributable to Fuel Systems Solutions, Inc | (22,370) | (3,207) | (40,238) | (49,403) |
| Net loss per share attributable to Fuel Systems Solutions, Inc.: | ||||
| Basic | $(1.24) | $(0.16) | $(2.16) | $(2.46) |
| Diluted | $(1.24) | $(0.16) | $(2.16) | $(2.46) |
| Number of shares used in per share calculation: | ||||
| Basic | 18,093,562 | 20,105,520 | 18,618,361 | 20,100,887 |
| Diluted | 18,093,562 | 20,105,520 | 18,618,361 | 20,100,887 |
| FUEL SYSTEMS SOLUTIONS, INC. | ||
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
| (In thousands); (Unaudited) | ||
|
Nine Months Ended September 30, |
||
| 2015 | 2014 | |
| Cash flows from operating activities: | ||
| Net loss | $(40,238) | $(49,403) |
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
| Depreciation and other amortization | 7,084 | 8,193 |
| Amortization of intangibles arising from acquisitions | 1,350 | 1,783 |
| Impairments | 13,766 | 44,341 |
| Provision for doubtful accounts | 281 | 313 |
| Write down of inventory | 1,794 | 2,532 |
| Other non-cash items | 242 | 14 |
| Deferred income taxes | 8,111 | (3,377) |
| Unrealized (gain) on foreign exchange transactions | 925 | (476) |
| Compensation expense related to equity awards | 894 | 336 |
| Loss on disposal of equipment and other assets | 674 | 643 |
| Changes in assets and liabilities, net of acquisitions: | ||
| (Increase) decrease in accounts receivable | (2,905) | 7,123 |
| Decrease (increase) in inventories | 5,120 | (3,159) |
| Decrease (increase) in other current assets | 1,205 | (3,777) |
| Decrease in other assets | 162 | 737 |
| Decrease in accounts payable | (10,335) | (2,264) |
| Increase in income taxes payable | 517 | 432 |
| Increase in accrued expenses and long-term liabilities | 5,780 | 4,257 |
| Receivables from/payables to related parties, net | 1,226 | 1,276 |
| Net cash (used in) provided by operating activities | (4,347) | 9,524 |
| Cash flows from investing activities: | ||
| Purchase of equipment and leasehold improvements | (5,842) | (10,903) |
| Redemption of investments at maturity | 5,000 | 0 |
| Purchase of investments | (6,000) | (3,000) |
| Other | 0 | 136 |
| Net cash used in investing activities | (6,842) | (13,767) |
| Cash flows from financing activities: | ||
| Payments on term loans and other loans | (93) | (109) |
| Increase in treasury shares (share repurchase program) | (17,109) | 0 |
| Other | 59 | 19 |
| Net cash used in financing activities | (17,143) | (90) |
| Net decrease in cash and cash equivalents | (28,332) | (4,333) |
| Effect of exchange rate changes on cash | (2,805) | (3,142) |
| Net decrease in cash and cash equivalents | (31,137) | (7,475) |
| Cash and cash equivalents at beginning of period | 85,180 | 80,961 |
| Cash and cash equivalents at end of period | $54,043 | $73,486 |
| FUEL SYSTEMS SOLUTIONS, INC. | ||||
| NON-GAAP FINANCIAL MEASURE RECONCILIATION | ||||
| (In thousands); (Unaudited) | ||||
| Three Months Ended | Nine Months Ended | |||
| September 30, | September 30, | |||
| EBITDA (Non-GAAP) | 2015 | 2014 | 2015 | 2014 |
| Net loss attributable to Fuel Systems Solutions, Inc. | $(22,370) | $(3,207) | $(40,238) | $(49,403) |
| Net (loss) income attributable to non-controlling interest | (30) | 4 | (24) | -- |
| Interest (income) expense, net | 14 | (116) | (14) | (102) |
| Income tax expense (benefit) | 532 | 2,168 | 9,578 | (417) |
| Depreciation and amortization | 2,859 | 3,223 | 8,434 | 9,976 |
| Impairments | 13,766 | -- | 13,766 | 44,341 |
| Total EBITDA (Non-GAAP) | (5,229) | 2,072 | (8,498) | 4,395 |
| Adjustments: | ||||
| Restructuring charges | 1,344 | 2,207 | 3,455 | 3,927 |
| Consulting fees for restructuring and strategy and transaction costs | 5,089 | -- | 8,484 | -- |
| Stock-based Compensation | 428 | 140 | 894 | 336 |
| Total Adjusted EBITDA (Non-GAAP) | 1,632 | 4,419 | 4,335 | 8,657 |
| Segment Adjusted EBITDA (Non-GAAP) | ||||
| FSS Industrial | 2,531 | 2,352 | 8,145 | 8,175 |
| FSS Automotive | 560 | 3,898 | 1,382 | 5,308 |
| Corporate | (1,459) | (1,831) | (5,192) | (4,825) |
| Total Adjusted EBITDA (Non-GAAP) | $1,632 | $4,419 | $4,335 | $8,658 |
| FUEL SYSTEMS SOLUTIONS, INC. | ||||
| OPERATING SEGMENT INFORMATION | ||||
| (In thousands); (Unaudited) | ||||
| Three Months Ended | Nine Months Ended | |||
| September 30, | September 30, | |||
| 2015 | 2014 | 2015 | 2014 | |
| Revenue: | ||||
| FSS Industrial | $24,450 | $25,602 | $73,710 | $80,230 |
| FSS Automotive | 41,145 | 59,475 | 122,363 | 173,534 |
| Total | $65,595 | $85,077 | $196,073 | $253,764 |
| Three Months Ended | Nine Months Ended | |||
| September 30, | September 30, | |||
| 2015 | 2014 | 2015 | 2014 | |
| Operating (Loss) Income: | ||||
| FSS Industrial | $(3,239) | $1,484 | $1,325 | $1,750 |
| FSS Automotive | (11,029) | (736) | (17,425) | (47,741) |
| Corporate Expenses (1) | (7,035) | (2,137) | (14,921) | (5,588) |
| Total | $(21,303) | $(1,389) | $(31,021) | $(51,579) |
| (1) Represents corporate expense not allocated to either of the business segments. | ||||