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F I N A L T R A N S C R I P T
PULS Q1 2011 Pulse Electronics Corp Earnings Conference Call
Event Date/Time: May. 03. 2011 / 3:00PM GMT |
FINAL TRANSCRIPT
May. 03. 2011 / 3:00PM, PULS Q1 2011 Pulse Electronics Corp Earnings Conference Call
CORPORATE PARTICIPANTS
Jim Jacobson
Pulse Electronics Corporation Director of IR
Ralph Faison
Pulse Electronics Corporation Chairman, President, and CEO
Drew Moyer
Pulse Electronics Corporation CFO
Alan Benjamin
Pulse Electronics Corporation COO
CONFERENCE CALL PARTICIPANTS
Joe Wittine
Longbow Research Analyst
Fred Buonocore
CJS Securities Analyst
Sean Hannan
Needham & Company Analyst
Michael Gallo
CL King & Associates Analyst
Hendi Susanto
Gabelli & Company Analyst
Jeffrey Mann
Coyote Capital Analyst
PRESENTATION
Operator
Good morning, and welcome to the Pulse Electronics first-quarter 2011 results conference call. All
participants will be in listen-only mode. (Operator Instructions). Please note, this event is being
recorded.
I would now like to turn the conference over to Mr. Jim Jacobson, Director of IR. Please go ahead,
sir.
Jim
Jacobson Pulse Electronics Corporation Director of IR
Thank you, Dani. Im Jim Jacobson, Director of Investor Relations for Pulse Electronics. With me
today are Ralph Faison, our Chairman, President, and Chief Executive Officer; Drew Moyer, our Chief
Financial Officer; and Alan Benjamin, our Chief Operating Officer. This morning we will discuss our
results for the first quarter of 2011 and provide our outlook for the second quarter of 2011. Then
we will take your questions.
Before we begin our presentation, let me take care of five administrative items. First, we will use
a slide presentation to accompany our prepared remarks; a PDF of the slides has been posted to our
website. Second, this call is being webcast, and a replay will be available on our website for two
weeks.
Third, we will make statements considered forward-looking within the meaning of federal securities
laws. These statements are based on our current knowledge and expectations and are subject to
certain risks and uncertainties that may cause actual
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1
FINAL TRANSCRIPT
May. 03. 2011 / 3:00PM, PULS Q1 2011 Pulse Electronics Corp Earnings Conference Call
results to differ materially from the forward-looking statements. For a discussion of such risks
and uncertainties, see the Risk Factors section of our most recent 10-K and 10-Q, as well as in
certain of our other SEC filings. The Company undertakes no obligation to revise or update any
forward-looking statement.
Fourth, managements comments and the accompanying slide presentation should be read in conjunction
with the first-quarter earnings press release that we issued this morning. The press release
contains our results according to US Generally Accepted Accounting Principles. In this call, all
references to operating profit or loss and diluted earnings or loss per share are on a non-GAAP
basis. These non-GAAP measures exclude severance, impairment, and associated costs; non-cash
stock-based compensation expense; accelerated depreciation; and costs associated with an
unsolicited takeover attempt in applicable periods. For a reconciliation to US GAAP results and a
rationale for our usage of non-GAAP measures, see slides 21 and 22 in our presentation.
And last, as you may know, on February 28, 2011, Bel Fuse, a direct competitor to Pulse, publicly
announced an unsolicited proposal to acquire Pulse for $6 per share. The Pulse Board, exercising
its fiduciary obligations, and in consultation with its advisors, thoroughly reviewed the proposal
and unanimously determined that it is not in the best interest of Pulse, its shareholders, and
other constituents.
Subsequently, in an attempt to further its proposal, Bel Fuse has nominated candidates to Pulses
board. We have made our position on Bel Fuses proposal and its related board nominations very
clear in public communications to shareholders. We believe Bel Fuse is attempting to capture the
current and future value that rightly belongs to all Pulse shareholders. We ask that shareholders
review our materials carefully and vote for all of Pulses nominees at our upcoming annual meeting.
If shareholders have any questions, we encourage them to call us directly.
And now Ill turn the call to Ralph.
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Thanks, Jim, and thank you, everyone, for joining us on the call today. Our earnings release was
distributed before the market opened. And Ill provide an overview of our first-quarter
performance, give you more insight on the actions were taking to reduce costs and expenses, and
then Drew will discuss our financial performance in more detail, followed by Alan, who will give
you a bit of an operations update. Then Ill come back and review our outlook for second quarter of
2011 and then open up the call for your questions.
So let me start with slide 3, if I can call your attention there. Our first-quarter performance was
in line with our guidance. Sales were $88 million, and non-GAAP operating loss was $2.9 million in
the quarter. The non-GAAP loss included approximately $1 million of costs associated with the
closure of two factories in China, which was approximately $685,000, and the elimination of audio
products, which was about $360,000.
So we continued to focus our efforts on our strategic turnaround plan and delivered strong progress
on our cost and expense reduction efforts in the quarter. Our first-quarter sales and operating
loss were in the range we provided in February, and the underlying drivers were consistent with our
views.
We experienced strong demand in our Power segment. In our Network segment, we experienced lower
overall demand industry-wide, as certain customers are working through inventory that was built up
in 2010.
Our Wireless sales declined as expected, due to lower sales from a major OEM that changed its
sourcing strategy. And this was partially offset by strong year-over-year growth in sales from new
customers.
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FINAL TRANSCRIPT
May. 03. 2011 / 3:00PM, PULS Q1 2011 Pulse Electronics Corp Earnings Conference Call
So Im pleased to report the teams strong progress on our strategic turnaround plan, and in
particular on four key areas of focus number one, to improve our Wireless segment; number two,
to lower cost and operating expenses; number three, to optimize our manufacturing footprint; and
number four, to implement a new ERP system.
So let me discuss each of these, starting with improving the Wireless segment. Wireless sales
declined in the first quarter, as we expected. However, we generated $6.7 million of sales from new
customers in the quarter. This is strong improvement from the $0.5 million in the first quarter of
2010. We also secured 32 design wins in the quarter. Drew and Alan will discuss Wireless a little
further in each of their sections.
During the quarter, we took actions that are expected to reduce costs and expenses, approximately
$6.6 million annually. Certain of these items began delivering savings in the first quarter, but
the full amount will be in effect in the third quarter of 2011. And Ill provide more specifics a
little bit later in my comments.
We made strides to optimize our manufacturing footprint in the quarter. We closed two facilities in
the higher-cost coastal region of China, as we continued to migrate to lower-cost existing
facilities in central China. One of these factories was the largest factory in our legacy supply
network.
With respect to implementing a new ERP system, we hired a Chief Information Officer in March. John
Dickson brings a demonstrated track record of implementing ERP systems and enhancing companies
information technology capabilities.
As we promised, well continue to provide updates on the status of these key actions on future
quarterly calls. But let me turn a little bit and discuss our cost and expense reduction efforts in
more detail.
So if I can point your attention to slide number 4, weve outlined these actions, the expected
annual savings, and the expected timeframe these actions will deliver the full reduction effect. In
total, these actions are expected to generate approximately $6.6 million of annual savings and will
be in full effect in the third quarter of 2011.
Of the $6.6 million, approximately $3.9 million is related to operating expenses. Thats about
one-third of our previously stated objective to reduce operating expenses approximately $12
million in the next 12 to 18 months. The remainder of the operating expense reductions will be
similar in nature that is, smaller incremental items, as theres no one large item that we can
quickly reduce to get at that $12 million.
As weve communicated, we will continue to identify additional cost and expense actions and provide
an update on our progress on future quarterly calls. Let me just take a few minutes and review each
of the cost and expense reduction items briefly.
If you recall, on our February call we announced we would consolidate our corporate headquarters
near Philadelphia into our US operational headquarters in San Diego. As we eliminated our holding
company structure and became a pure-play electronics components company, having senior management
in two locations was no longer efficient.
We now believe the annual savings from this consolidation will be approximately $1.5 million. That
compares with our original estimate in February of about $1 million. Weve also progressed faster
than previously expected on the consolidation. Currently, we believe the annual savings for this
consolidation will begin in the third quarter of 2011.
We previously discussed the need to rationalize our manufacturing footprint. During the first
quarter, we closed two factories in the higher-cost regions of coastal China, to bring our total
number of factories to eight from its original ten. These closures are expected to generate $2.5
million of annual cost savings.
The closure of these two facilities, and related migration to lower-cost existing facilities in
central China, resulted in approximately $685,000 of dual overhead in the first quarter. So Drew
will provide more insight on how this impacted our financial results in
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FINAL TRANSCRIPT
May. 03. 2011 / 3:00PM, PULS Q1 2011 Pulse Electronics Corp Earnings Conference Call
the quarter. But I just wanted to point out, its important to note this dual overhead will not
reoccur in the second quarter and beyond.
We eliminated product lines in our Audio business this quarter. Our Speaker and Receiver business
was not large enough to stand on its own. It was far smaller than its primary competitors, and it
lacked global scale.
After trying to sell this business, we determined that time and expense savings were more important
than continuing a sale process. Therefore, we made the decision to eliminate certain product lines
late in the quarter. We incurred approximately $360,000 of operating expenses in the first quarter,
related to these products. However, going forward, we expect to save $1.4 million per year from
these product eliminations.
The fourth cost and expense action we took was the elimination of organizational layers. This
included multiple disciplines in North America and a small number of support positions. We believe
these eliminations will result in an annual savings of $1.2 million.
Im pleased with our progress on our strategic turnaround to date, and the reasons I came to Pulse
remain very much in place. The Company has several strengths from which to build. Number one, we
have strong engineering and manufacturing expertise. Number two, we have strong relationships with
leading electronic OEMs and CEMs. Number three, we serve large, attractive markets. And fourth, we
have a straightforward strategic plan to create value and attractive financial results in a
relatively short period of time.
Now, were not without challenges, most notably the need to improve Wireless and to reduce costs
and expenses. We believe we will be successful. And while I would love to have two to three years
to accomplish the actions we need to accomplish, after one quarter with the Company, its very
clear to me our shareholders do not have the patience to wait two to three years. Therefore, we
have set 12 to 18 months timeframe to do these actions.
The shortening of the timeline does increase execution risk. However, were confident well be able
to show concrete proof points that Wireless, in particular, is on the right track in 12 months. It
may not be completely to the scale we want or need it to be. However, we should be able to secure
enough design wins on high-volume programs that are successful in the market, to prove a valid path
to success. As I previously stated, if we cant, we will look for alternatives.
On the cost and expense reduction front, these actions are never easy. However, weve identified
about one-third of the needed operating expense savings in just one quarter. Well continue to
identify more cost and expense reduction opportunities. And working together with dedicated teams,
I have a proven track record of reducing costs and expenses in my career, and Im confident we can
reduce Pulses costs and expenses to stated levels in 12 to 18 months.
So with that short overview, Im going to turn the call over to Drew for a more thorough review of
the first-quarter results. Drew?
Drew Moyer Pulse Electronics Corporation CFO
Okay, thank you, Ralph. Ill begin on slide 6 with net sales. Net sales were $88 million in the
first quarter, compared to $92.9 million in the prior-year quarter. This revenue level was at the
lower end of the outlook range we provided earlier.
We continued to generate strong year-over-year growth in our Power segment. Power sales grew 25.2%
to $31.9 million in the quarter, from $25.5 million in the first quarter of 2010. This performance
reflects strength in the industrial, high-efficiency computing, automotive, and military/aerospace
markets.
This gain in Power was offset by slightly lower sales in our Network segment and the decline in
Wireless that we expected. Network sales declined 1.9% to $42.5 million, from $43.4 million in the
prior-year quarter. This performance reflects lower
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FINAL TRANSCRIPT
May. 03. 2011 / 3:00PM, PULS Q1 2011 Pulse Electronics Corp Earnings Conference Call
demand industry-wide, as certain customers reduce the inventory they built in 2010, particularly
during the robust second and third quarters last year.
Wireless sales of $13.6 million in the quarter were consistent with our outlook and compared with
$24.0 million in the prior-year quarter. This performance primarily reflects the sourcing strategy
change at one of our large OEM customers and normal seasonality.
Sales of our Audio business which, as Ralph said, we eliminated product lines in this business
late in the quarter are included in this segment as well. These factors were partially offset by
$6.7 million in sales to new antenna customers in the quarter, compared with $0.5 million in the
prior-year quarter.
Please turn now to slide 7 and Ill review gross profit margin. Cost of sales cost of goods sold
declined 5% to $69.6 million in the quarter, from $73.3 million in the prior-year quarter. Gross
margin was 20.9% in the quarter, compared with 21.1% in the prior-year quarter. This lower gross
margin reflects higher overall wage rates, higher material costs, lower volume, lower pricing for
Network products, and the decline in Wireless sales.
These negative factors were partially offset by the strong demand in our Power segment and the
continued migration to lower-cost existing facilities in China. At the end of the first quarter,
between 60% and 65% of our labor, company-wide, was in lower-cost areas in China.
Now lets move to selling, general, and administrative expenses, which are covered on slide 8. SG&A
expenses declined 5.1% to $21.5 million in the quarter, from $22.7 million in the prior-year
quarter. This performance reflects prudent expense management in light of the lower volume in the
Wireless and Network segments. In particular, we reduced operating expenses significantly in
Wireless. The decline in SG&A also reflects lower amortization, as certain intangible assets have
been fully amortized.
As a percentage of net sales, SG&A expenses were 24.5% in the quarter, compared with 24.4% in the
prior-year quarter, reflecting the 5% decline in both sales and SG&A expenses in the quarter.
As Ralph mentioned, we have taken significant new actions in reducing operating expenses. As we
look to the near term, you should expect overall SG&A, including development and engineering, to be
in the 20% to 22% range.
Lets move to slide 9. Our operating loss was $2.9 million in the quarter, compared with a loss of
$1.6 million in the prior-year quarter. This performance primarily reflects the lower Wireless and
Network sales, and higher overall wage rates and material costs compared with the prior year.
The first-quarter operating loss included approximately $1 million of costs related to savings
actions we took. In particular, it included approximately $685,000 of dual overhead related to the
closure of two factories in southern China and approximately $360,000 of operating costs of Audio
products that were eliminated at the end of the quarter. These factors were partially offset by
strong sales gains in Power and prudent expense management in light of the lower volumes.
Turning to slide 10, diluted earnings per share from continuing operations was $0.01 in the
quarter, compared with a loss of $0.24 in the prior-year quarter. This performance primarily
reflects other income in the quarter, compared with other expense in the first quarter of 2010, and
a larger tax benefit.
Let me provide a few comments on the other income and expense, tax benefit, and interest expense.
Other income was $1.5 million in the quarter, compared with expense of $5.9 million in the
prior-year quarter. In the prior-year quarter, the main component of other expense was a net
foreign currency loss, which primarily resulted from changes in the multiple currencies in our
intercompany lending program. Our efforts to simplify our organization and reduce the number of
legal entities have reduced our foreign currency exposure.
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FINAL TRANSCRIPT
May. 03. 2011 / 3:00PM, PULS Q1 2011 Pulse Electronics Corp Earnings Conference Call
Income tax benefit was $5.1 million in the quarter, compared with a benefit of $2.1 million in
the prior-year quarter. The increased tax benefit primarily reflects the absence of certain
impairment charges in the quarter compared with the prior-year quarter, as well as the release of a
non-US tax reserve in the first quarter of 2011. The reserve release was due to actions were
taking to streamline our legal entity structure, specifically the dissolution of a non-US legal
entity in a country where we no longer operate, as well as favorable resolution of tax audits.
Net interest expense was $1.3 million in both the first quarter of 2011 and 2010, reflecting
comparable average debt levels related to continuing operations in both fiscal periods. In the
first quarter of 2010, a portion of the outstanding balance on our credit facility was attributable
to discontinued operations which have been divested.
With that review of our consolidated results, let me provide a review of the performance of our
three segments, starting with Network on slide 11.
Network sales, which are concentrated in the enterprise datacomm and carrier infrastructure
markets, were $42.5 million in the first quarter, compared with $43.4 million in the prior-year
quarter. Operating profit was $0.4 million in the quarter, compared with $2.3 million in the
prior-year quarter.
The groups financial performance reflects lower overall industry demand, lower pricing, higher
overall wage rates, and higher material costs compared with the first quarter of 2010, as well as
approximately $685,000 of dual-overhead costs associated with the closure of two factories in
China. The closure of the two factories is expected to result in annual cost and expense savings of
approximately $2.5 million.
Power is on slide 12. Power sales grew 25.2% to $31.9 million in the first quarter, from $25.5
million in the prior-year quarter. Sales were strong in the industrial, high-efficiency computing,
automotive, and military/aerospace markets, and they were flat in the enterprise datacomm market.
Operating profit was $0.5 million in the quarter, compared with a loss of $1.4 million in the
prior-year quarter. This financial performance reflects the strong sales growth, partially offset
by higher overall wage rates and material costs compared with the prior-year quarter.
Turn to slide 13 and Ill review Wireless. Wireless net sales were $13.6 million in the first
quarter, compared with $24.0 million in the prior-year quarter. We generated $6.7 million in sales
from new antenna customers in the first quarter, compared with $0.5 million in the prior-year
quarter.
The operating loss was $4.1 million in the quarter, compared with $4.0 million in the prior-year
quarter. This financial performance reflects normal seasonality and the continued impact of a
sourcing strategy change at a large customer, while we grow revenues at new customers. We continued
to invest in this segment, while carrying a significantly lower cost structure.
Our Wireless results also included approximately $360,000 of operating costs related to audio
product lines that were eliminated at the end of the quarter. The elimination of these product
lines is expected to result in annual cost and expense savings of approximately $1.4 million.
As we said on our last earnings call, the Wireless business is being treated as a startup and is on
a short leash. Adding back the $360,000 of Audio-related expenses that will not reoccur, the
Wireless loss was $3.7 million on sales of $13.6 million, which compares with a loss of $4 million
on $24 million of sales in the prior-year quarter.
This view demonstrates the significant cost-reduction activities that we have taken. A lower loss
on 43% lower sales is significant.
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FINAL TRANSCRIPT
May. 03. 2011 / 3:00PM, PULS Q1 2011 Pulse Electronics Corp Earnings Conference Call
Nonetheless, we have committed to invest less in the Wireless business in 2011 than the $14
million invested in 2010. We need to see a continued decline in quarterly losses, along with
continued growth in sales from new customers. Both items showed progress in the first quarter.
With that review of our segments, turn to slide 14 and Ill cover the balance sheet. Total debt was
$82.2 million at April 1, 2011, the same as at December 31, 2010. We had $29.2 million of cash and
cash equivalents at April 1, 2011, compared with $35.9 million at December 31, 2010. This decrease
in cash primarily reflects $3.4 million for FRE, a majority-owned subsidiarys buyback of its
common stock; $1.9 million in capital expenditures; and $1 million for the payment of dividends.
Our consolidated statement of cash flows will be included in our Form 10-Q, which we expect to file
next week.
With that review of first-quarter financial performance, Ill turn the call over to Alan, who will
provide an operational update.
Alan Benjamin Pulse Electronics Corporation COO
Thanks, Drew. Ill start on slide 16 with a brief summary of five operational highlights.
First, we continued to simplify our manufacturing footprint. As Ralph and Drew mentioned, we closed
two factories in the higher-cost areas in China in the quarter. Both of the factories primarily
served our Networking segment. One was historically the Companys largest facility, with
approximately 9,000 workers at its peak in 2007. These closures are expected to generate $2.5
million of annual cost and expense savings.
Now we have eight factories, which for a company of our size is still too many. For competitive
reasons, we have not disclosed the number of factories we believe is correct. However, we look for
additional actions to streamline our manufacturing footprint as well as to increase automation.
Second, as Ralph also said, we eliminated products in our Audio business in the quarter. While we
were disappointed we did not complete a sale of the business, the proceeds would not have been
significant. These product eliminations are expected to save $1.4 million annually.
Third, we continued to make progress on the improvement in Wireless. We generated $6.7 million of
sales from new customers in the seasonally slower first quarter. Weve also secured 32 design wins
in the quarter. While the number of design wins is down from 40 in the fourth quarter of 2010, we
believe we are making progress in earning wins on higher-volume platforms compared with this time
last year, because weve proven our capabilities to many of our new customers.
As a proof print, we recently secured a design win with a major OEM on a high-volume, currently
commercially successful platform. Clearly, we have to execute for this particular customer, as well
as to broaden our customer base further and deepen our penetration with all of our new customers.
However, we are cautiously optimistic based on our continued design wins and the fact we possess
the design engineering expertise that only a few companies in the world have.
Fourth, we announced price increases in the first quarter. The increases were necessitated by the
higher minimum wage rates that took effect in many provinces in China in March, as well as rising
material costs. Some of the price increases went into effect in late March. For many other
customers, the price increases took effect in the second quarter. And for those customers with
annual contracts, the price increases will go into effect in the third quarter.
Fifth, let me address the earthquake that hit Japan in March. While clearly the event was tragic
for the people in Japan, it had very little impact on our first-quarter results. However, it may
impact our second quarter from a demand perspective, particularly in the automotive industry.
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FINAL TRANSCRIPT
May. 03. 2011 / 3:00PM, PULS Q1 2011 Pulse Electronics Corp Earnings Conference Call
Our components are not the central issue. Other supply chain components, such as sensors, are
built in Japan. As production lines around the world have been impacted, the demand for all
components could be impacted.
From our supply chain perspective, only a handful of our raw materials were affected. However, we
have successfully secured alternate sourcing and do not anticipate supply problems.
Ill now turn the call back to Ralph for our second-quarter outlook and concluding remarks.
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Thanks, Alan. Two slides ago, if I can ask you to look at slide number 18, you see our outlook for
the second quarter of 2011. As we look to the second quarter, we anticipate Network sales will
reflect certain customers that are continuing to work through existing inventory. Our Wireless
segment sales will continue to reflect lower sales from a major OEM customer, which are expected to
be partially offset by growth in sales from new customers.
We believe demand will remain good in our Power segment, particularly in high-efficiency computing,
alternative energy, and smart-grid markets. At this time, we expect second quarter for 2011
consolidated net sales to range from $91 million to $96 million, and non-GAAP operating profit to
range from a loss of $2 million to a profit of $1 million.
As we have consistently communicated, we do not anticipate 2011 to be a strong year for top-line
growth. The important point I want to make is we dont count on top-line growth to assist in our
objective to reduce operating cost as a percentage of sales. We are focusing our cost and expense
reduction efforts on our current top-line run rate.
We delivered strong progress in the first quarter on our cost and expense reduction efforts. And
well continue that focus to become a leaner company, which we expect to result in more enhanced
operating leverage when we do see a return of stronger top-line performance throughout the
industry.
So before we take your questions, please turn to the last slide, 19, and Ill summarize five
takeaway points from this call. First, we generated first-quarter sales and operating profit that
were in line with our guidance. Second, we detailed actions to reduce costs and expenses
approximately $6.6 million. Well continue to identify additional reductions and communicate our
progress quarterly.
Third, we continued to make progress to improve our Wireless segment. We generated $6.7 million in
sales from new customers. And were also expanding our Wireless customer base, moving our way up
the supply chain ladder to earn more business, with higher-volume product platforms. We have a long
way to go but are moving in the right direction.
Fourth, we moved forward on actions to optimize our manufacturing footprint and closed two
factories in high-cost areas. Fifth, and finally, Id like to reiterate, Pulse has strong
engineering and manufacturing expertise, and we serve growth markets. And well continue to
leverage these strengths to improve our future performance.
We thank you for your continued support, and urge you to vote the white proxy card, if you have not
done so already. I look forward to reporting our progress on objectives in future quarters. And at
this point, Dani, if we can turn the call over for questions.
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May. 03. 2011 / 3:00PM, PULS Q1 2011 Pulse Electronics Corp Earnings Conference Call
QUESTIONS AND ANSWERS
Operator
Thank you. We will now begin the question-and-answer session. (Operator Instructions). And the
first question comes from Joe Wittine, Longbow Research. Please go ahead.
Joe Wittine Longbow Research Analyst
Hi, good morning. Its Joe calling in for Shawn Harrison. Can you hear me okay?
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Yes, Joe. How are you?
Drew Moyer Pulse Electronics Corporation CFO
Hi, Joe.
Joe Wittine Longbow Research Analyst
Good, thanks. Real quick first question is going to be on the cost and expense actions. Of the
$6.6 million that you laid out, I just wanted to ask what of that have you recognized within the
second quarter, and what purely incremental savings on top of the second-quarter run rate?
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Yes, as weve talked about, very little was recognized, number one, in the first quarter, so Ill
start there. And then as you kind of break down the $6.6 million, $1.5 million, which is associated
with the corporate headquarters move, will begin in Q3. So at the beginning of Q3, well see the
full effect of that. $2.5 million of the cost associated with the closure of the two factories in
China that begins fully in second quarter, so well see the full effects of that.
Now, the next two items elimination of Audio products and the elimination of organizational
layers, at $1.4 million and $1.2 million, respectively were targeting those to begin in about
the mid of second quarter as we move those people and expenses off the lines.
That all totals to $6.6 million, of which $3.9 million goes to operating expenses, and the
remainder to cost.
Joe Wittine Longbow Research Analyst
I misspoke slightly, I guess, but it sounds like I meant to ask about how much is in the first
quarter, but it sounds like, from your comments, effectively nothing of the $6.6 million was in the
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Yes, very little in the first quarter, given the fact were taking all these actions within the
first quarter. And of course, for instance, the while were ahead on the headquarters
transition, we may have initially thought that the headquarters transition might
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May. 03. 2011 / 3:00PM, PULS Q1 2011 Pulse Electronics Corp Earnings Conference Call
take us till September to start recognizing the full savings. We think were about a full
quarter ahead, having that begin in Q3. But all those actions have started within the first
quarter.
Joe Wittine Longbow Research Analyst
Makes sense, thanks. And then, secondly here, you used the word troughing to when you were
talking about the Wireless business. I think in the past you said you expect a low to mid-teens
kind of trough level.
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Yes.
Joe Wittine Longbow Research Analyst
[You said you were] there right now, and I think that was the original comment was suggesting
the timing of that would be in the second half of the year. So just kind of curious on an update.
When does Wireless trough? How much also remained from the major customer thats going away in the
March quarter?
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Sure. Yes, so Joe, weve seen a little I think what well as we said in our last quarter
call, well see a little bumping along in that low teens area. One thing that has occurred we
can certainly see the progress of our new customers. One thing that has occurred our existing or
long-term customer thats ramping down has certainly had more difficulty than we had initially
anticipated, so the core demand of that customer may bump along between now and third quarter. I
think well still hold with third quarter being the crossover point to where we can start seeing
growth associated with a consistent growth path of our new customers, particularly in consideration
with the comments Alan made.
As we look at the flavor of our design wins over the last year, as you start with new customers,
you dont often get their cream-of-the-crop, high-volume runners on your first initial few design
wins. So I would characterize our 2010 design wins as specialty products; lower-end, in terms of
volume, products that proved Pulse to our new customers. And were now starting to see
participation in high-volume, kind of cream-of-the-crop portions of portfolio, which I would expect
then to start, towards the end of the year, kicking in and showing some significantly increased
volumes for our new customer wins.
Joe Wittine Longbow Research Analyst
Do you have any thoughts on the timeline of when Wireless could potentially reach break-even based
on the progress youve made?
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Yes, weve in general targeted around a $100 million annual run rate, or $25 million per quarter.
And what weve said is we would deliver that within the kind of 12-to-18-month timeframe. And then
in our comments today, weve kind of broken that down to be more specific within 12 months, we
would be able to point to concrete proof factors. So wed be able to point to, hey, that weve got
a number of high-volume product wins, design wins, that are now successful both from the customers
perspective in other words, those high-volume products are being taken by consumers and two,
successful from our part in participating in that. So that we can see tangible revenue growth and
can represent at margins that will drive to the ultimate
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May. 03. 2011 / 3:00PM, PULS Q1 2011 Pulse Electronics Corp Earnings Conference Call
goal of getting this business back closer to the corporate average and something north of $100
million annual revenue contribution.
If we dont hit that level, as weve said many times, we will look for alternatives. But so far, in
the early prognosis and the design wins and the revenue growth, I am feeling better and better
about the ability to get to that point.
Joe Wittine Longbow Research Analyst
Got it. Thanks, Ralph.
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Sure thing, Joe.
Operator
Our next question comes from Fred Buonocore, CJS Securities. Please go ahead, sir.
Fred Buonocore CJS Securities Analyst
Yes, good morning.
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Hi, Fred, how are you?
Drew Moyer Pulse Electronics Corporation CFO
Hi, Fred.
Fred Buonocore CJS Securities Analyst
Good, how you doing?
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Good.
Fred Buonocore CJS Securities Analyst
On the Network side of the business, I realize the inventory situation is highly publicized with
some of the larger public companies that you supply. Can you give us a little bit more color onto
what youre hearing and learning when you talk to your customers? And if you can give us a sense of
what you think the timing is for this bottoming and maybe reaching a upward trajectory again?
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FINAL TRANSCRIPT
May. 03. 2011 / 3:00PM, PULS Q1 2011 Pulse Electronics Corp Earnings Conference Call
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Yes, so I would point to two things. One is we get some pretty decent information, as you might
imagine, on a couple things. One is, of course, what we ship to either our OEM customers or our CEM
customers. Some of our original equipment manufacturers use contract manufacturers for their
finished product. So we certainly know what we ship. We also sometimes get some pretty decent
insight on what they Id refer to it as pull what theyre pulling from their inventory.
Second and third quarter of 2010, we certainly shipped a lot. Kind of a fear factor of the shortage
that was in first quarter of 2010, and we certainly shipped a lot. We watched that pull-through,
and we continue to watch that pull-through, and the delta between whats been shipped, whats
currently being demanded by those customers, which obviously is not where wed like it to be, and
then whats being pulled through.
If we put all that together and throw it in our magic calculators, my rough guess is that, starting
in second half, well be back to more normalized business patterns where the ship-and-pull ratio is
more even.
Fred Buonocore CJS Securities Analyst
Okay. Just so that Im clear, is that to say that you actually start to see the revenue levels come
back up on a sequential basis? Obviously, youll have some seasonal benefit there.
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Sure. I would certainly hard to forecast out beyond the quarter that we forecasted for, but just
what I would say in general terms, wed expect the seasonal return. Wed expect demand to improve.
The other factor, of course, thats helping prolong this gap between ship and pull is certainly the
overall demand in the industry from some of our largest customers. I expect that, during second
half, that demand to improve from a seasonal basis, and that certainly will help.
All across the board, one of our biggest challenges in the quarter were reporting and in our
quarter outlook is just pure top-line demand from some of these large customers. Seeing great
demand on the Power side; seeing the expected Wireless challenges, with a key customer there having
a little trouble, as well as new customer growth. And then on the Network side, just overall
industry demand could be a lot better. We expect that to be better in the second half and into
2012.
Fred Buonocore CJS Securities Analyst
Okay, and on a related note, you had in the past talked about a new Network-related application
that Pulse had developed. Can you give us any update on the status of that and the outlook for that
opportunity?
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Yes, its still early. We are seeing continued progress in both our development of our
pre-production line here in San Diego. Not yet ready to announce victory or announce a specific
product. And we are seeing continued enthusiasm from our key what Ill call Network products
customers, in their early testing of our solution.
So Im hoping that during the second quarter, of course, well get a lot smarter and a lot better.
I would hope that during the third quarter wed be able to give more public data about the
particular product and what it does. And Ill tell you like I say, its always with a new
technology, its early still. But everything weve seen thus far makes me more optimistic that this
will be a successful product and perhaps a nice kind of step-function change in the technology
associated with our Network products group.
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FINAL TRANSCRIPT
May. 03. 2011 / 3:00PM, PULS Q1 2011 Pulse Electronics Corp Earnings Conference Call
Fred Buonocore CJS Securities Analyst
All right, well look forward to hearing more about it. Thank you.
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
All right, sure thing.
Operator
Our next question comes from Sean Hannan, Needham & Company. Please go ahead, sir.
Sean Hannan Needham & Company Analyst
Yes, good morning.
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Hey, Sean, how are you?
Drew Moyer Pulse Electronics Corporation CFO
Hi, Sean.
Sean Hannan Needham & Company Analyst
Good. So you had talked about Wireless troughing. Youve gotten a couple questions around this. And
since your large customer in that business is apparently going to bounce along, is there a way to
get a sense of just a clean number of what that would have been in the quarter if we werent
considering that top customer or that large customer?
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
So kind of what we originally expected or wouldve thought they might have done?
Sean Hannan Needham & Company Analyst
Well, we could either look at it that way or just even excluding that large customer. So basically,
what do they generate for you in the quarter?
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Well, excluding the large customer, our new customers were $6.7 million as we pulled out. So the
remainder was that large customer.
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May. 03. 2011 / 3:00PM, PULS Q1 2011 Pulse Electronics Corp Earnings Conference Call
Sean Hannan Needham & Company Analyst
Okay, it was the entire remainder. Okay. All right, and then in terms of the design wins for 32,
where were we can you remind us where we were a year ago?
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Oh, a year ago. Know what we were at fourth quarter?
Alan Benjamin Pulse Electronics Corporation COO
In the single
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Single digits, 6, 7 design wins.
Sean Hannan Needham & Company Analyst
Okay.
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Fourth quarter was a nice, large quarter with 40 design wins. But I guess to Alans comments, what
he was intimating within the 32 was a very nice, high-volume win for an existing high-volume
program for a very large OEM.
So what weve been struggling with we would love for our OEM customers to allow us to share the
name and share the product line. But obviously, they arent all that anxious to have their
suppliers noted and/or their component supply noted. But were quite pleased. Now, weve got to
execute against that program, but this is a program with high probability of continued high volume
in terms of sales to customers. And then weve won a piece of that program, which would drive high
volume for us. So, cautiously optimistic. Weve got to execute. Its a new design. But were quite
pleased with that progress in terms of the nature of design wins.
Sean Hannan Needham & Company Analyst
Okay, so youre putting it in there as a second source, it looks like.
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Well, all of our customers have at least two sources in general. In this particular one, I dont
know if we want to disclose the specific number of sources there are, but directionally, Id say
youre pretty close.
Sean Hannan Needham & Company Analyst
Okay. And then this is something that you would anticipate to ramp volume in the back half of the
year? Is that an 11 program?
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May. 03. 2011 / 3:00PM, PULS Q1 2011 Pulse Electronics Corp Earnings Conference Call
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Yes.
Sean Hannan Needham & Company Analyst
Okay. So if you were looking at the portfolio of wins or programs that youve won but either are
still at a fraction of the opportunity or were largely slated to ramp in the second half, can you
call out perhaps how many of these recent wins we expect to be far more substantial in the back
half of the year versus what were generating today?
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Yes, I guess Ill be cautious and just say the one that Im most optimistic about is the one we
talked about, with the large OEM and their large-volume run.
Drew Moyer Pulse Electronics Corporation CFO
Sean, maybe I can just clarify that revenue mix or split for you, if it wasnt already obvious, in
terms of the first part of your question here. A year ago, in the first quarter of 2010, Wireless
had $24 million in total revenue, and our non-big-OEM customer revenue was $0.5 million. So $0.5
million out of $24 million. Now were down to $13.6 million, but $6.7 million of that is with new
customers.
So this is the transition that weve been talking about for quarters now, and when you look over
the course of the last four quarters, its been really dramatic. I mean, the Wireless revenue in
total has come down almost in half, but the percentage of the total revenue that is not with that
OEM is also half or a little more than half. So thats the transition and the troughing. When that
$6.7 million continues to grow and surpasses the decline from the original OEM that we talked
about, thats when well really see the growth come back in total.
Sean Hannan Needham & Company Analyst
Sure, I follow. I was trying to clarify whether there had been some legacy business that perhaps
was still in there. Thats helpful. Thanks, Drew. And then last question when do you get to a
point where you have to reassess the Wireless business? I know that youve been open to doing that
at some point down the road if were not reaching the right levels of success. Do you reassess this
at a point in 2011, or is that really not enough time?
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Well, thats a hard question to answer, other than the fact that we reassess it on a regular basis.
So for instance, if we werent winning volume designs, that would certainly be a point of
reassessment. Whether that would be a point to, say, throw in the towel, wed have to make that
determination. But I would say the assessment process happens on a monthly basis watching, one,
where the volume is; two, what the new designs are doing; and three, what the flavor of design
looks like, in terms of a volume play, broad portfolio, and type of customer.
So we think that, on our current trajectory, as I mentioned earlier, within 12 months well be able
to provide a very strong go-or-no-go type decision around this Wireless business. We think thats
enough time.
As I said in my earlier remarks, if this were a company that Ralph owned all the shares in, given
my confidence in this team, I might say hey, a couple of years is a reasonable period of time to
give this business. Its become quite clear from our shareholders,
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FINAL TRANSCRIPT
May. 03. 2011 / 3:00PM, PULS Q1 2011 Pulse Electronics Corp Earnings Conference Call
they dont have that share that same patience level that the Ralph Faison shareholder would.
So therefore, thats why were squeezing that and saying look, in 12 months well either provide
concrete proof points or well provide a plan of action for alternatives. In the interim period, if
something either extraordinary positive or extraordinarily negative occurred, of course wed take
action on that time.
Sean Hannan Needham & Company Analyst
Thats very helpful. Thanks so much, and thanks for all the detail around the cost reductions.
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
All right, sure thing, Sean. Thank you.
Operator
Our next question comes from Michael Gallo of CL King. Please go ahead.
Michael Gallo CL King & Associates Analyst
Hi, good morning.
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Hi, Michael, how are you?
Michael Gallo CL King & Associates Analyst
Good. My question is just on the gross margins in the quarter. Obviously hit hard by some of the
inventory and other factors that youve discussed, coupled with some cost increases. I was
wondering, as you look to the second quarter, whether youre seeing the pricing environment getting
any better, or should we expect the gross margins to be pretty much the same? And then I was
wondering, by segment, how the gross margins in the Wireless business right now are, relative to
your Network and Power. Thank you.
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
So let me do an overall comment on the gross margins. I would see theres a couple of factors.
One is and I would say the biggest factor is just purely top-line. A little top-line give
certainly would be helpful. Volume would be nice.
Two, weve got other factors and mitigating factors to them, so other factors as in increase in raw
materials, pricing pressure, and wage pressure. But mitigating that, weve got reducing the
footprint, reducing costs within factories, moving to lower-cost labor areas, and weve also got
looking across the board at expense and cost reductions.
Now, weve got also, that we started in late March, price increases. Now, those price increases, as
Alan talked about some will fall into Q2; some will fall into Q3. So overall margins, I would
see and expect an improvement from a percentage perspective in Q3. That is, unless we get some nice
earlier upside surprises on top-line. That, of course, weve always held. But as I look at the
timing of our cost reductions, the timing of some of the things that were doing, Q3 is probably a
better group to bank on.
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FINAL TRANSCRIPT
May. 03. 2011 / 3:00PM, PULS Q1 2011 Pulse Electronics Corp Earnings Conference Call
In terms of margins in the Wireless arena that you talked about that you asked a question
about given the current mix of decline and then new products coming in, havent seen a
substantial improvement in margin there yet. Thats where we need to get more scale, more volume
associated with new design wins. But, again, I would start to see we pointed to that troughing
in Q3. I would start to see, from Q3 forward, margin improvements in that business.
Michael Gallo CL King & Associates Analyst
Okay, and then just to follow up on the Wireless business, is there still some revenue in the
Wireless revenue segment from the old Radiall/Larsen acquisition? Because I think, if I heard the
comments correctly, you spoke about the rest of the business being that historical OEM customer. So
is that not in there anymore, or is it insignificant?
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Ill have to turn that historical aspect over to Drew or Alan. Drew, you ?
Drew Moyer Pulse Electronics Corporation CFO
Yes, its in there. Its in the what was the Larsen business that we continue to have is in the
Wireless segment.
Michael Gallo CL King & Associates Analyst
So, actually, the revenue I guess the next part of that question is, the revenue then related to
the non-new customer win or the revenue related to the historical OEM customer, then, is less
than the difference between the revenue in the quarter and the new-customer business. I mean, so I
guess I was just trying to back into how much is kind of left to run off? My recollection when
you bought Radiall was, it was a $5 million-a-quarter revenue run rate business. Is that declined
from those levels? Is that a realistic expectation, or is there still a lot more of that historical
business still to run off?
Alan Benjamin Pulse Electronics Corporation COO
Well, when we bought the Radiall business, there were certain portions of that business that were
not profitable business. And we said at the time, we planned on getting rid of those product lines,
and in fact, thats what we have done.
The other portion of the business is actually the traditional Larsen business is there. Its not
terribly large. We have introduced new products there, but as you can imagine, sales into
government entities, state and local and so on, is not terribly robust at the moment. But the
business is there and reasonably okay. Its not terribly large, though.
Michael Gallo CL King & Associates Analyst
But is it $1 million or $2 million? Is that roughly right?
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Yes, I think thats directionally correct, but Im gathering here thats not something that weve
broken down to that degree of segment, but directionally correct on the
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FINAL TRANSCRIPT
May. 03. 2011 / 3:00PM, PULS Q1 2011 Pulse Electronics Corp Earnings Conference Call
Michael Gallo CL King & Associates Analyst
No, Im just right, right. And Im just trying to understand
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
on the (multiple speakers) side.
Michael Gallo CL King & Associates Analyst
kind of whats left to run off, and I guess there is one other
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Yes, no, I understand.
Michael Gallo CL King & Associates Analyst
business in there that is not related to that. Thank you very much.
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Quick point of clarification its a small amount within the total number.
Drew Moyer Pulse Electronics Corporation CFO
Yes, weve also talked about in Wireless as a whole, Mike as you know, weve said that a number
of growth opportunities are not in cellular. So its not just the handset business and new OEMs in
that business, but its also the machine-to-machine applications and the other antenna uses that
were driving in that overall Wireless business.
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
But obviously, the main focus is on the OEM customer and the new mobility customer for large scale,
and driving that business to that $100 million point.
Operator
Our next question comes from Hendi Susanto, Gabelli & Company. Please go ahead.
Hendi Susanto Gabelli & Company Analyst
Hi, guys. Good morning. Thank you for taking my questions.
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Sure thing. Good morning.
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FINAL TRANSCRIPT
May. 03. 2011 / 3:00PM, PULS Q1 2011 Pulse Electronics Corp Earnings Conference Call
Drew Moyer Pulse Electronics Corporation CFO
Good morning.
Hendi Susanto Gabelli & Company Analyst
My first question is in which segment or product groups are you seeing price increases? And can
you talk about the magnitude?
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Yes, Ill let Alan take that one.
Alan Benjamin Pulse Electronics Corporation COO
Okay. Weve increased prices in most all of our product groups. I dont know if I can be much more
detailed. The Wireless area, of course, are mostly all new design wins, so increases on prior
business is not really the issue.
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
But the design wins do incorporate the drivers for cost. And price increases are labor/raw
materials, so the new design wins do incorporate a bill of materials that builds up associated with
the proper margin.
Alan Benjamin Pulse Electronics Corporation COO
So weve seen price increases in most of the other businesses. Obviously, wages and materials
affect most everything that you build.
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Right. But as you might imagine, were a little sensitive about getting too much more specific
about price increases either per product, per unit, or per customer.
Alan Benjamin Pulse Electronics Corporation COO
And as Ralph has said, the pricing environment within the Network area is more aggressive than it
is in some of the other segments. And so the ability to hold those price increases has been
somewhat less in that segment.
Hendi Susanto Gabelli & Company Analyst
Okay. And second question how many customers do you have in the Wireless [entity] now?
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Customers? In the Wireless? Have we disclosed that? Do we ?
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FINAL TRANSCRIPT
May. 03. 2011 / 3:00PM, PULS Q1 2011 Pulse Electronics Corp Earnings Conference Call
Alan Benjamin Pulse Electronics Corporation COO
Weve never actually talked about that.
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Yes. What I would say is were getting a broad representation of the large theres not that many
large again, going back to the principal item, the large handset OEMs, theres not that many
customers in the large handset OEM arena. And at this point we have the majority of them
represented.
Hendi Susanto Gabelli & Company Analyst
Okay. And then could you talk about more details of your ERP implementation, such as the timeline,
what type of ERP cost, and the potential benefits?
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Sure. About five weeks ago, we hired John Dickson, a well-seasoned CIO with lots of ERP
implementations under his belt. He just got back from China, so hes now kind of done his
assessment across all of Pulse operations and, of course, the important aspects of our
manufacturing bases in China. So in the process now of working with a couple of vendors, to allow
them to come in, and, now that hes done his assessment, do their assessment and build in pricing,
scopes of work, things of that sort.
So I would expect by the end of second-quarter call, or when we report on second quarter, well
have a little more definitive view of timeline of implementation, although Ive been pretty
straightforward in saying any ERP system, single instance, across a large platform Ive ever seen,
I expect it to be 18 months to full efficiency of implementation, process change, etc.
Second, what weve said from a capital perspective is we would not see a blip in our run rate of
capital. Weve looked at what weve had to invest in terms of factories and then what we might need
to invest for an ERP system.
And then, third, any incremental expense associated with kind of redundant resources to implement
ERP, weve built into our $12 million target over the 12-to-18-month period of time, to ensure that
its not additive or detracting from that $12 million in savings that well drive.
Hendi Susanto Gabelli & Company Analyst
Okay. My last question is for Drew. I would like to ask how much severance and restructuring costs
should we expect in the second quarter and third quarter?
Drew Moyer Pulse Electronics Corporation CFO
Well, we said that, in connection with taking the $12 million and perhaps more to reflect the
increase in the ERP cost that Ralph just mentioned, theres no question that theres going to be
some level of severance and restructuring costs that will be necessary. We havent talked about
what that will be specifically. I think something comparable to the first quarter, probably, is
where were going to end up. Obviously, we only closed the headquarters one time, so that cost will
not reoccur. On the other hand, purely from the infrastructure, the support, closing a couple of
factories, reducing some headcount at those locations that will require some additional charges.
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FINAL TRANSCRIPT
May. 03. 2011 / 3:00PM, PULS Q1 2011 Pulse Electronics Corp Earnings Conference Call
Hendi Susanto Gabelli & Company Analyst
Thank you.
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Thank you very much.
Operator
(Operator Instructions). Our next question comes from [Jeffrey Mann] of Coyote Capital. Please go
ahead.
Jeffrey Mann Coyote Capital Analyst
Hi, guys, how you doing?
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Hi, good.
Jeffrey Mann Coyote Capital Analyst
I appreciate, again, all the clarity on the restructuring and the efforts that you guys are putting
into it. It seems that its off to the right start. I guess my questions a little different. All
the metric questions/financial questions you guys have answered, the other analysts have kind of
covered with their questions. I guess my questions more of an obviously, if you cant answer
it, I understand and appreciate that.
But I guess my questions more on the Bel Fuse proposal. And I guess the goal here, and I know
managements goal is obviously to create shareholder value. And, again, I guess youve got more
detail in the offer than I guess was publicly disclosed to everyone else on Bel Fuse. I know that
the $6, I guess, from where I read it, was more of kind of a starting point for them as long as
they could do some diligence and see what the real value that we all think and hope that Pulse has.
And I guess I was kind of trying to get managements feel on that. I mean, all the cost cutting and
the restructuring and hopefully, the top-line growth thatll come hopefully, eventually will
get the stock price up $6.50, $7.00, $7.50, $8.00. If theres a way to monetize that now, I
guess Im not saying Im surprised that managements saying hey, guys, $6 is inadequate. But
I think I am a little surprised that management or maybe Im wrong wouldnt at least engage
and say okay, lets see what the real number is or isnt.
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Yes. No, thats a good question, and weve certainly gotten that question a few times and certainly
asked it of ourselves. So let me see if I can characterize for you one, I agree with you. $6 is
not adequate for what we see is the current, near-term, and then relatively near-term call it 12
to 18 months value that can be attained.
But perhaps more importantly than the $6, and to the point of why that isnt, from our perspective,
a starting point Ive done a lot of M&A in my 28 years, and Ive always sought out key advisors
who have done a lot more M&A in the timeframe that Ive been around here. And the process really is
a little backwards here.
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FINAL TRANSCRIPT
May. 03. 2011 / 3:00PM, PULS Q1 2011 Pulse Electronics Corp Earnings Conference Call
Typically, if someone were to see a starting point, you would have some surety of the value of that
starting point. For instance, committed financing or a definitive cash-versus-stock consideration
and a more definitive view of what is the stock likely to be. Is it voting shares? Is it not? Weve
certainly seen recent statements of a willingness to do whats best for all shareholders, in
consideration of Series A and Series B. I have to admit, Im a little bit suspect given that the
Series A holders are all part of the traditional family ownership of that particular company.
So as we look at the cash option first, which was given as an option, and we talk to advisors, we
would see a high degree of leverage necessary if you were to combine the two balance sheets to even
reach $6. So number one, weve had a number of banks say that they wouldnt consider the
transaction on a traditional financing basis, because the leverage would be something in the mid-4x
leverage. And in this industry, having that kind of leverage, that kind of debt service, with the
cycles like were seeing now very hard to cover. So number one, credibility of a cash offer is a
little suspect.
And if you started to say, even at $6 is a little suspect, then engaging to try to get something
significantly north of $6 for what our shareholders deserve, you begin to wonder whether its, one,
worth the time and, two, certainly, why would you want your nearest competitor to be able to open
up books and do full due diligence on all your competitive information when the quality of the
financing may be in somewhat of a question, as well as when the consideration of stock and/or cash
would be in question.
So we look at it as, number one, $6 not sufficient; number two, $6 not a starting point, when the
starting point isnt qualified with an ability to pay $6. So thats really where weve concluded.
Spent a lot of time both talking directly to that company, with the CEO, with the director both
directors to directors, myself. Ive only been here a quarter, but Ive had two meetings with those
individuals.
And I guess I would end on we are not at all opposed to industry consolidation and not opposed
at all to your last comment, which was hey, if we could deliver value to shareholders today that
is greater than what we think we can deliver if were successful across the board, a range of
values we would estimate we can deliver, we of course will consider those kinds of things, evaluate
them, and, of course, be willing to provide that to whatever our shareholders would like to do.
I think if we work to enter into that kind of a process at the appropriate time, I think there are
a wide array of potential buyers, perhaps some that would have a great deal more potential to write
a check, which is always the easiest way for me to represent to shareholders what the value would
in fact be.
Jeffrey Mann Coyote Capital Analyst
So I appreciate that. I guess to follow up so basically, what youre saying is, obviously, that
at least from the Bel Fuse perspective, you feel more comfortable that the obviously, $6 and
I get why thats not the number, but clearly, if they had a higher number, it could prove to you
financing. Youre not close to that, on one side. On the flip side, obviously, if it were a bigger,
larger company, we had no issues. This management is not saying that, for the right price the
Companys not for sale, but the right price hasnt been reached yet.
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Beautifully said.
Jeffrey Mann Coyote Capital Analyst
Okay, thank you very much. I really appreciate it.
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22
FINAL TRANSCRIPT
May. 03. 2011 / 3:00PM, PULS Q1 2011 Pulse Electronics Corp Earnings Conference Call
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Thank you.
Operator
Thank you. This concludes our question-and-answer session. I would like to turn the conference back
over to Mr. Jacobson for any closing remarks. Please go ahead, sir.
Ralph Faison Pulse Electronics Corporation Chairman, President, and CEO
Thank you, Dani. This is Ralph Faison. I just want to thank everybody for continuing to support
Pulse. Appreciate you participating on the call. We look forward to continuing to share information
around our strategic plan and our continued plans for growth.
Last reminder, Id like to ask you to support us and vote your white proxy card. Thank you very
much.
Operator
To access the playback of the conference, you may dial 412-317-0088, and enter the number 449975,
followed by the pound key. Press 1 to play the recorded conference. This conference has now
concluded. Thank you for attending todays presentation. You may now disconnect.
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