Delaware (State or other jurisdiction of incorporation) |
1-1063 (Commission File Number) |
26-1531856 (IRS Employer Identification Number) |
Items 2.02 and 7.01 | Results of Operations and Financial Condition and Regulation FD Disclosure |
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. | The following exhibits are furnished with this report. |
Exhibit No. | Description | |||
99.1 | Dana Holding Corporation Press Release dated August 6, 2009 |
|||
99.2 | Presentation Slides |
2
DANA HOLDING CORPORATION |
||||
Date: August 6, 2009 | By: | /s/ Marc S. Levin | ||
Name: | Marc S. Levin | |||
Title: | Senior Vice President, General Counsel and Secretary |
3
Exhibit No. | Description | |||
99.1 | Dana Holding Corporation Press Release dated August 6, 2009 |
|||
99.2 | Presentation Slides |
4
| Achieved break-even net income in the second quarter of 2009 | ||
| Reported quarterly EBITDA of $94 million despite a 49-percent decrease in sales from the same period last year | ||
| Achieved second-quarter financial covenants | ||
| Generated positive free cash flow of $73 million | ||
| Reduced debt by 10 percent, primarily through market purchases at attractive prices |
2
3
Investor Contact
|
Media Contact | |
Lillian Etzkorn: 419.535.4631
|
Chuck Hartlage: 419.535.4728 |
4
Three Months Ended | ||||||||
June 30, | June 30, | |||||||
(In millions, except per share amounts) | 2009 | 2008 | ||||||
Net sales |
$ | 1,190 | $ | 2,333 | ||||
Costs and expenses |
||||||||
Cost of sales |
1,128 | 2,188 | ||||||
Selling, general and administrative expenses |
59 | 84 | ||||||
Amortization of intangibles |
18 | 19 | ||||||
Realignment charges, net |
29 | 40 | ||||||
Impairment of goodwill |
75 | |||||||
Impairment of intangible assets |
6 | 7 | ||||||
Other income, net |
61 | 20 | ||||||
Income (loss) from continuing operations before
interest, reorganization items and income taxes |
11 | (60 | ) | |||||
Interest expense |
37 | 35 | ||||||
Reorganization items |
(3 | ) | 12 | |||||
Loss from continuing operations
before income taxes |
(23 | ) | (107 | ) | ||||
Income tax benefit (expense) |
21 | (12 | ) | |||||
Equity in earnings of affiliates |
(1 | ) | 2 | |||||
Loss from continuing operations |
(3 | ) | (117 | ) | ||||
Loss from discontinued operations |
(2 | ) | ||||||
Net loss |
(3 | ) | (119 | ) | ||||
Less: Net income (loss) attributable to
noncontrolling interests |
(3 | ) | 3 | |||||
Net income (loss) attributable to the parent company |
| (122 | ) | |||||
Preferred stock dividend requirements |
8 | 8 | ||||||
Net loss available to
common stockholders |
$ | (8 | ) | $ | (130 | ) | ||
Loss per share from continuing
operations attributable to
parent company stockholders: |
||||||||
Basic |
$ | (0.08 | ) | $ | (1.27 | ) | ||
Diluted |
$ | (0.08 | ) | $ | (1.27 | ) | ||
Loss per share from discontinued operations
attributable to parent company stockholders: |
||||||||
Basic |
$ | | $ | (0.01 | ) | |||
Diluted |
$ | | $ | (0.01 | ) | |||
Net loss per share attributable to
parent company stockholders: |
||||||||
Basic |
$ | (0.08 | ) | $ | (1.28 | ) | ||
Diluted |
$ | (0.08 | ) | $ | (1.28 | ) | ||
Average common shares outstanding
Basic |
100 | 100 | ||||||
Diluted |
100 | 100 |
page 1 of 9
Dana | Combined (1) | Dana | Prior Dana | ||||||||||||||
Six Months | Six Months | Five Months | One Month | ||||||||||||||
Ended | Ended | Ended | Ended | ||||||||||||||
June 30, | June 30, | June 30, | January 31, | ||||||||||||||
(In millions, except per share amounts) | 2009 | 2008 | 2008 | 2008 | |||||||||||||
Net sales |
$ | 2,406 | $ | 4,645 | $ | 3,894 | $ | 751 | |||||||||
Costs and expenses |
|||||||||||||||||
Cost of sales |
2,361 | 4,393 | 3,691 | 702 | |||||||||||||
Selling, general and administrative expenses |
134 | 183 | 149 | 34 | |||||||||||||
Amortization of intangibles |
35 | 31 | 31 | ||||||||||||||
Realignment charges, net |
79 | 57 | 45 | 12 | |||||||||||||
Impairment of goodwill |
75 | 75 | |||||||||||||||
Impairment of intangible assets |
6 | 7 | 7 | ||||||||||||||
Other income, net |
90 | 60 | 52 | 8 | |||||||||||||
Income (loss) from continuing operations before
interest, reorganization items and income taxes |
(119 | ) | (41 | ) | (52 | ) | 11 | ||||||||||
Interest expense (contractual interest of $17 for
the one month ended January 31, 2008) |
72 | 70 | 62 | 8 | |||||||||||||
Reorganization items |
(2 | ) | 119 | 21 | 98 | ||||||||||||
Fresh start accounting adjustments |
1,009 | 1,009 | |||||||||||||||
Income (loss) from continuing operations
before income taxes |
(189 | ) | 779 | (135 | ) | 914 | |||||||||||
Income tax benefit (expense) |
30 | (231 | ) | (32 | ) | (199 | ) | ||||||||||
Equity in earnings of affiliates |
(4 | ) | 5 | 3 | 2 | ||||||||||||
Income (loss) from continuing operations |
(163 | ) | 553 | (164 | ) | 717 | |||||||||||
Loss from discontinued operations |
(9 | ) | (3 | ) | (6 | ) | |||||||||||
Net income (loss) |
(163 | ) | 544 | (167 | ) | 711 | |||||||||||
Less: Net income (loss) attributable to
noncontrolling interests |
(6 | ) | 7 | 5 | 2 | ||||||||||||
Net income (loss) attributable to the parent company |
(157 | ) | 537 | (172 | ) | 709 | |||||||||||
Preferred stock dividend requirements |
16 | 13 | 13 | ||||||||||||||
Net income (loss) available to
common stockholders |
$ | (173 | ) | $ | 524 | $ | (185 | ) | $ | 709 | |||||||
Income (loss) per share from continuing
operations attributable to
parent company stockholders: |
|||||||||||||||||
Basic |
$ | (1.72 | ) | $ | (1.81 | ) | $ | 4.77 | |||||||||
Diluted |
$ | (1.72 | ) | $ | (1.81 | ) | $ | 4.75 | |||||||||
Loss per share from discontinued operations
attributable to parent company stockholders: |
|||||||||||||||||
Basic |
$ | | $ | (0.02 | ) | $ | (0.04 | ) | |||||||||
Diluted |
$ | | $ | (0.02 | ) | $ | (0.04 | ) | |||||||||
Net income (loss) per share attributable to
parent company stockholders: |
|||||||||||||||||
Basic |
$ | (1.72 | ) | $ | (1.83 | ) | $ | 4.73 | |||||||||
Diluted |
$ | (1.72 | ) | $ | (1.83 | ) | $ | 4.71 | |||||||||
Average common shares outstanding
Basic |
100 | 100 | 150 | ||||||||||||||
Diluted |
100 | 100 | 150 |
(1) | See Non-GAAP Measures in body of press release for comments regarding the presentation of combined information for the six months ended June 30, 2008. |
June 30, | December 31, | |||||||
(In millions, except per share amounts) | 2009 | 2008 | ||||||
Assets |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 553 | $ | 777 | ||||
Accounts receivable |
||||||||
Trade, less allowance for doubtful accounts
of $21 in 2009 and $23 in 2008 |
789 | 827 | ||||||
Other |
198 | 170 | ||||||
Inventories |
||||||||
Raw materials |
318 | 394 | ||||||
Work in process and finished goods |
389 | 521 | ||||||
Other current assets |
82 | 58 | ||||||
Total current assets |
2,329 | 2,747 | ||||||
Goodwill |
109 | 108 | ||||||
Intangibles |
521 | 569 | ||||||
Investments and other assets |
206 | 207 | ||||||
Investments in affiliates |
133 | 135 | ||||||
Property, plant and equipment, net |
1,762 | 1,841 | ||||||
Total assets |
$ | 5,060 | $ | 5,607 | ||||
Liabilities and equity |
||||||||
Current liabilities |
||||||||
Notes payable, including current portion of long-term debt |
$ | 30 | $ | 70 | ||||
Financial obligation related to GM supplier program |
11 | |||||||
Accounts payable |
573 | 824 | ||||||
Accrued payroll and employee benefits |
121 | 120 | ||||||
Accrued realignment costs |
39 | 65 | ||||||
Taxes on income |
65 | 93 | ||||||
Other accrued liabilities |
287 | 274 | ||||||
Total current liabilities |
1,126 | 1,446 | ||||||
Long-term debt |
1,069 | 1,181 | ||||||
Deferred employee benefits and other non-current liabilities |
855 | 845 | ||||||
Commitments and contingencies |
||||||||
Total liabilities |
3,050 | 3,472 | ||||||
Parent company stockholders equity |
||||||||
Preferred stock, 50,000,000 shares authorized |
||||||||
Series A, $0.01 par value, 2,500,000 issued and outstanding |
242 | 242 | ||||||
Series B, $0.01 par value, 5,400,000 issued and outstanding |
529 | 529 | ||||||
Common stock, $.01 par value, 450,000,000 authorized,
100,104,605 issued and outstanding |
1 | 1 | ||||||
Additional paid-in capital |
2,325 | 2,321 | ||||||
Accumulated deficit |
(879 | ) | (706 | ) | ||||
Accumulated other comprehensive loss |
(308 | ) | (359 | ) | ||||
Total parent company stockholders equity |
1,910 | 2,028 | ||||||
Noncontrolling interests |
100 | 107 | ||||||
Total equity |
2,010 | 2,135 | ||||||
Total liabilities and equity |
$ | 5,060 | $ | 5,607 | ||||
page 3 of 9
Three Months Ended | ||||||||
June 30, | June 30, | |||||||
(In millions) | 2009 | 2008 | ||||||
Cash flows operating activities |
||||||||
Net loss |
$ | (3 | ) | $ | (119 | ) | ||
Depreciation |
79 | 73 | ||||||
Amortization of intangibles |
21 | 23 | ||||||
Amortization of inventory valuation |
4 | |||||||
Amortization of deferred financing charges and original issue discount |
11 | 7 | ||||||
Impairment of goodwill and other intangible assets |
6 | 82 | ||||||
Deferred income taxes |
(13 | ) | (15 | ) | ||||
Gain on extinguishment of debt |
(40 | ) | ||||||
Reorganization: |
||||||||
Payment of claims (1) |
(9 | ) | ||||||
Reorganization items net of cash payments |
(3 | ) | (5 | ) | ||||
Pension contributions in excess of expense |
(4 | ) | (16 | ) | ||||
Change in working capital |
77 | 35 | ||||||
Other, net |
(34 | ) | 16 | |||||
Net cash flows provided by operating activities (1) |
97 | 76 | ||||||
Cash flows investing activities |
||||||||
Purchases of property, plant and equipment (1) |
(24 | ) | (47 | ) | ||||
Proceeds from sale of businesses and assets |
2 | |||||||
Other |
(12 | ) | ||||||
Net cash flows used in investing activities |
(22 | ) | (59 | ) | ||||
Cash flows financing activities |
||||||||
Net change in short-term debt |
(11 | ) | (81 | ) | ||||
Deferred financing payments |
(1 | ) | (1 | ) | ||||
Proceeds from long-term debt |
3 | |||||||
Reduction of long-term debt |
(79 | ) | (3 | ) | ||||
Preferred dividends paid |
(11 | ) | ||||||
Other |
(4 | ) | (7 | ) | ||||
Net cash flows used in financing activities |
(92 | ) | (103 | ) | ||||
Net decrease in cash and cash equivalents |
(17 | ) | (86 | ) | ||||
Cash and cash equivalents beginning of period |
549 | 1,283 | ||||||
Effect of exchange rate changes on cash balances |
21 | (6 | ) | |||||
Cash and cash equivalents end of period |
$ | 553 | $ | 1,191 | ||||
(1) | Free cash flow of $73 in 2009 and $38 in 2008 is the sum of net cash provided by (used in) operating activities (excluding claims payments) reduced by the purchases of property, plant and equipment. |
Dana | Combined (1) | Dana | Prior Dana | ||||||||||||||
Six Months | Six Months | Five Months | One Month | ||||||||||||||
Ended | Ended | Ended | Ended | ||||||||||||||
June 30, | June 30, | June 30, | January 31, | ||||||||||||||
(In millions) | 2009 | 2008 | 2008 | 2008 | |||||||||||||
Cash flows operating activities |
|||||||||||||||||
Net income (loss) |
$ | (163 | ) | $ | 544 | $ | (167 | ) | $ | 711 | |||||||
Depreciation |
152 | 142 | 120 | 23 | |||||||||||||
Amortization of intangibles |
42 | 38 | 38 | ||||||||||||||
Amortization of inventory valuation |
49 | 49 | |||||||||||||||
Amortization of deferred financing charges and original issue discount |
18 | 11 | 11 | ||||||||||||||
Impairment of goodwill and other intangible assets |
6 | 82 | 82 | ||||||||||||||
Deferred income taxes |
(26 | ) | 174 | (17 | ) | 191 | |||||||||||
Gain on extinguishment of debt |
(40 | ) | |||||||||||||||
Reorganization: |
|||||||||||||||||
Gain on settlement of liabilities subject to compromise |
(27 | ) | (27 | ) | |||||||||||||
Payment of claims (2) |
(97 | ) | (97 | ) | |||||||||||||
Reorganization items net of cash payments |
(4 | ) | 56 | (23 | ) | 79 | |||||||||||
Fresh start adjustments |
(1,009 | ) | (1,009 | ) | |||||||||||||
Payments to VEBAs (2) |
(788 | ) | (733 | ) | (55 | ) | |||||||||||
Pension contributions in excess of expense |
(5 | ) | (22 | ) | (22 | ) | |||||||||||
Loss (gain) on sale of businesses and assets |
(1 | ) | 8 | 1 | 7 | ||||||||||||
Change in working capital |
(35 | ) | (154 | ) | (93 | ) | (61 | ) | |||||||||
Other, net |
(21 | ) | 20 | 19 | |||||||||||||
Net cash flows used in operating activities (2) |
(77 | ) | (973 | ) | (851 | ) | (122 | ) | |||||||||
Cash flows investing activities |
|||||||||||||||||
Purchases of property, plant and equipment (2) |
(54 | ) | (92 | ) | (76 | ) | (16 | ) | |||||||||
Proceeds from sale of businesses and assets |
2 | 5 | 5 | ||||||||||||||
Change in restricted cash |
93 | 93 | |||||||||||||||
Other |
(9 | ) | (4 | ) | (5 | ) | |||||||||||
Net cash flows provided by (used in) investing activities |
(52 | ) | (3 | ) | (80 | ) | 77 | ||||||||||
Cash flows financing activities |
|||||||||||||||||
Net change in short-term debt |
(35 | ) | (106 | ) | (88 | ) | (18 | ) | |||||||||
Advance received on corporate facility sale |
11 | ||||||||||||||||
Proceeds from Exit Facility debt |
1,430 | 80 | 1,350 | ||||||||||||||
Deferred financing payments |
(1 | ) | (40 | ) | (1 | ) | (40 | ) | |||||||||
Proceeds from long-term debt |
3 | ||||||||||||||||
Reduction of long-term debt |
(82 | ) | (7 | ) | (7 | ) | |||||||||||
Preferred dividends paid |
(11 | ) | (11 | ) | |||||||||||||
Repayment of debtor-in-possession facility |
(900 | ) | (900 | ) | |||||||||||||
Payment of DCC Medium Term Notes |
(136 | ) | (136 | ) | |||||||||||||
Original issue discount payment |
(114 | ) | (114 | ) | |||||||||||||
Issuance of Series A and Series B preferred stock |
771 | 771 | |||||||||||||||
Other |
(2 | ) | (14 | ) | (12 | ) | (1 | ) | |||||||||
Net cash flows provided by (used in) financing activities |
(106 | ) | 873 | (39 | ) | 912 | |||||||||||
Net increase (decrease) in cash and cash equivalents |
(235 | ) | (103 | ) | (970 | ) | 867 | ||||||||||
Cash and cash equivalents beginning of period |
777 | 1,271 | 2,147 | 1,271 | |||||||||||||
Effect of exchange rate changes on cash balances |
11 | 19 | 14 | 5 | |||||||||||||
Net change in cash of discontinued operations |
4 | 4 | |||||||||||||||
Cash and cash equivalents end of period |
$ | 553 | $ | 1,191 | $ | 1,191 | $ | 2,147 | |||||||||
(1) | See Non-GAAP Measures in body of press release for comments regarding the presentation of combined information for the six months ended June 30, 2008. | |
(2) | Free cash flow of ($131) in 2009 and ($180) in 2008 is the sum of net cash provided by (used in) operating activities (excluding claims payments) reduced by the purchases of property, plant and equipment. |
Three Months Ended | ||||||||
June 30, | June 30, | |||||||
(In millions) | 2009 | 2008 | ||||||
Sales |
||||||||
Light Vehicle Driveline |
$ | 455 | $ | 844 | ||||
Sealing |
120 | 201 | ||||||
Thermal |
42 | 77 | ||||||
Structures |
129 | 255 | ||||||
Commercial Vehicle |
250 | 441 | ||||||
Off-Highway |
194 | 513 | ||||||
Other |
2 | |||||||
Total Sales |
$ | 1,190 | $ | 2,333 | ||||
EBITDA |
||||||||
Light Vehicle Driveline |
$ | 40 | $ | 49 | ||||
Sealing |
2 | 23 | ||||||
Thermal |
(1 | ) | 3 | |||||
Structures |
1 | 26 | ||||||
Commercial Vehicle |
21 | 24 | ||||||
Off-Highway |
5 | 47 | ||||||
Segment EBITDA |
68 | 172 | ||||||
Shared services and administrative |
(5 | ) | (7 | ) | ||||
Other income (expense), net |
33 | 1 | ||||||
Foreign exchange not in segments |
(2 | ) | (2 | ) | ||||
EBITDA |
$ | 94 | $ | 164 | ||||
Dana | Combined (1) | Dana | Prior Dana | ||||||||||||||
Six Months | Six Months | Five Months | One Month | ||||||||||||||
Ended | Ended | Ended | Ended | ||||||||||||||
June 30, | June 30, | June 30, | January 31, | ||||||||||||||
(In millions) | 2009 | 2008 | 2008 | 2008 | |||||||||||||
Sales |
|||||||||||||||||
Light Vehicle Driveline |
$ | 879 | $ | 1,705 | $ | 1,424 | $ | 281 | |||||||||
Sealing |
237 | 396 | 332 | 64 | |||||||||||||
Thermal |
81 | 157 | 129 | 28 | |||||||||||||
Structures |
246 | 525 | 435 | 90 | |||||||||||||
Commercial Vehicle |
507 | 846 | 716 | 130 | |||||||||||||
Off-Highway |
456 | 1,012 | 855 | 157 | |||||||||||||
Other |
4 | 3 | 1 | ||||||||||||||
Total Sales |
$ | 2,406 | $ | 4,645 | $ | 3,894 | $ | 751 | |||||||||
EBITDA |
|||||||||||||||||
Light Vehicle Driveline |
$ | 33 | $ | 86 | $ | 76 | $ | 10 | |||||||||
Sealing |
42 | 36 | 6 | ||||||||||||||
Thermal |
9 | 6 | 3 | ||||||||||||||
Structures |
9 | 44 | 40 | 4 | |||||||||||||
Commercial Vehicle |
27 | 46 | 40 | 6 | |||||||||||||
Off-Highway |
16 | 89 | 75 | 14 | |||||||||||||
Segment EBITDA |
85 | 316 | 273 | 43 | |||||||||||||
Shared services and administrative |
(10 | ) | (13 | ) | (10 | ) | (3 | ) | |||||||||
Other income (expense), net |
32 | (5 | ) | (3 | ) | (2 | ) | ||||||||||
Foreign exchange not in segments |
3 | ||||||||||||||||
EBITDA |
$ | 110 | $ | 298 | $ | 260 | $ | 38 | |||||||||
(1) | See Non-GAAP Measures in body of press release for comments regarding the presentation of combined information for the six months ended June 30, 2008. |
page 7 of 9
Three Months Ended | ||||||||
June 30, | June 30, | |||||||
(In millions) | 2009 | 2008 | ||||||
Segment EBITDA |
$ | 68 | $ | 172 | ||||
Shared services and administrative |
(5 | ) | (7 | ) | ||||
Other income, net |
33 | 1 | ||||||
Foreign exchange not in segments |
(2 | ) | (2 | ) | ||||
EBITDA |
94 | 164 | ||||||
Depreciation |
(79 | ) | (72 | ) | ||||
Amortization |
(21 | ) | (27 | ) | ||||
Realignment |
(29 | ) | (40 | ) | ||||
DCC EBIT |
(3 | ) | ||||||
Impairment |
(6 | ) | (82 | ) | ||||
Reorganization items, net |
3 | (12 | ) | |||||
Gain on extinguishment of debt |
40 | |||||||
Strategic transaction expenses |
(1 | ) | (3 | ) | ||||
Loss on sale of assets, net |
(2 | ) | ||||||
Stock compensation expense |
(2 | ) | (3 | ) | ||||
Foreign exchange on intercompany loans |
||||||||
and market value adjustments on hedges |
9 | (6 | ) | |||||
Interest expense |
(37 | ) | (35 | ) | ||||
Interest income |
6 | 14 | ||||||
Loss from continuing operations
before income taxes |
$ | (23 | ) | $ | (107 | ) | ||
page 8 of 9
Dana | Combined (1) | Dana | Prior Dana | ||||||||||||||
Six Months | Six Months | Five Months | One Month | ||||||||||||||
Ended | Ended | Ended | Ended | ||||||||||||||
June 30, | June 30, | June 30, | January 31, | ||||||||||||||
(In millions) | 2009 | 2008 | 2008 | 2008 | |||||||||||||
Segment EBITDA |
$ | 85 | $ | 316 | $ | 273 | $ | 43 | |||||||||
Shared services and administrative |
(10 | ) | (13 | ) | (10 | ) | (3 | ) | |||||||||
Other income (expense), net |
32 | (5 | ) | (3 | ) | (2 | ) | ||||||||||
Foreign exchange not in segments |
3 | ||||||||||||||||
EBITDA |
110 | 298 | 260 | 38 | |||||||||||||
Depreciation |
(152 | ) | (142 | ) | (119 | ) | (23 | ) | |||||||||
Amortization |
(42 | ) | (87 | ) | (87 | ) | |||||||||||
Realignment |
(79 | ) | (57 | ) | (45 | ) | (12 | ) | |||||||||
DCC EBIT |
(3 | ) | (3 | ) | |||||||||||||
Impairment |
(6 | ) | (82 | ) | (82 | ) | |||||||||||
Reorganization items, net |
2 | (119 | ) | (21 | ) | (98 | ) | ||||||||||
Gain on extinguishment of debt |
40 | ||||||||||||||||
Strategic transaction expenses |
(2 | ) | (3 | ) | (3 | ) | |||||||||||
Loss on sale of assets, net |
(1 | ) | (2 | ) | (2 | ) | |||||||||||
Stock compensation expense |
(4 | ) | (3 | ) | (3 | ) | |||||||||||
Foreign exchange on intercompany loans
and market value adjustments on hedges |
5 | 11 | 7 | 4 | |||||||||||||
Interest expense |
(72 | ) | (70 | ) | (62 | ) | (8 | ) | |||||||||
Interest income |
12 | 29 | 25 | 4 | |||||||||||||
Fresh start accounting adjustments |
1,009 | 1,009 | |||||||||||||||
Income (loss) from continuing operations
before income taxes |
$ | (189 | ) | $ | 779 | $ | (135 | ) | $ | 914 | |||||||
(1) | See Non-GAAP Measures in body of press release for comments regarding the presentation of combined information for the six months ended June 30, 2008. |
page 9 of 9
August 6, 2009 Dana Holding Corporation Second Quarter 2009 Earnings Conference Call |
To Print This Presentation ... Please visit: www.dana.com/investors |
Safe Harbor Statement Certain statements and projections contained in this presentation are, by their nature, forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations, estimates and projections about our industry and business, management's beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "estimates," "may," "will," "should," "would," "could," "potential," "continue," "ongoing," similar expressions, and variations or negatives of these words. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward- looking statement. Dana's Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other Securities and Exchange Commission filings discuss important risk factors that could affect our business, results of operations and financial condition. The forward-looking statements in this presentation speak only as of this date. Dana does not undertake any obligation to revise or update publicly any forward-looking statement for any reason. |
Agenda Introduction Lillian Etzkorn Senior Director - Investor Relations Update on Key Issues John Devine and Initiatives Chairman Jim Sweetnam President & CEO Quarterly Financial Jim Yost and Market Review Chief Financial Officer Jacqueline Dedo Senior Vice President - Strategy and Business Development Q&A Session All |
Second Quarter Summary Results were improved compared with the first quarter - despite decline in revenue Good progress on right-sizing operations, cost reductions, and pricing Continued improvements in working capital and generated positive free cash flow Achieved second quarter financial covenants Adequate liquidity - reduced debt Managing well in an extremely volatile environment with the right management |
Second Quarter Business Highlights Revenue continues to be weak - about flat with first quarter Global industry outlook mixed: Light vehicle market appears to be improving Commercial vehicle market decline has stabilized Off-Highway market continues to weaken Generating new business in all three product segments (light vehicle, commercial vehicle, and off-highway) Secured profitable new business (both replacement and incremental) during second quarter Successfully navigated GM and Chrysler restructurings with minimal impact |
Second Quarter Business Highlights (con't) Global roll-out of Dana Operating System driving significant reduction in conversion costs: Achieved 30% management structure improvement $200+ million first-half inventory reduction Minimal supplier disruptions in volatile market Continued workforce reductions: Aligning organization to reduced volume levels Permanent structural reductions improving productivity and profitability Continue to pursue and win new profitable business while aggressively resizing the business |
Quarterly Financial Review |
Financial Summary ($ in Millions) See supplemental slides for comments regarding the presentation of non-GAAP measures and a reconciliation of EBITDA to income (loss) from continuing operations before income taxes and free cash flow to cash from (used by) operations. Q2 2009 Sales $ 1,190 $ ( 1,143 ) $ (26 ) EBITDA 94 (70 ) 78 Net Income attributable to Dana 0 122 157 Capital Spend (24 ) 23 6 Free Cash Flow 73 35 277 Actual vs. Q1 2009 vs. Q2 2008 |
2008 2009 Volume/Mix Pricing Currency 2333 1190.2 -1106 60 -97 ($1,143) Change in Sales (Q2 2009 vs. Q2 2008, $ in Millions) |
Change in EBITDA (Q2 2009 vs. Q2 2008, $ in Millions) 2008 2009 Volume/Mix Currency Pricing Cost Saving/ Other 164 94 -205 -3 60 78 See supplemental slides for comments regarding the presentation of non-GAAP measures and a reconciliation of EBITDA to income (loss) from continuing operations before income taxes. ($70) Conversion Cost $35 Warranty 26 SG&A/Other 17 Environmental 12 Asbestos Liab. 6 Material (6 ) 2008 Pension (12 ) |
Change in EBITDA (Q2 2009 vs. Q1 2009, $ in Millions) Q1 Q2 Volume/Mix Currency Pricing Cost Saving/ Other 16 94 -10 -3 -11 102 See supplemental slides for comments regarding the presentation of non-GAAP measures and a reconciliation of EBITDA to income (loss) from continuing operations before income taxes. $78 Material $33 Conversion Cost 23 SG&A/Other 20 Environmental 12 Warranty 8 Asbestos Liab. 6 |
Change in EBITDA (First Half 2009 vs. First Half 2008, $ in Millions) 2008 2009 Volume/Mix Currency Pricing Cost Saving/ Other 298 110 -410 -22 131 113 See supplemental slides for comments regarding the presentation of non-GAAP measures and a reconciliation of EBITDA to income (loss) from continuing operations before income taxes. ($188) Conversion Cost $60 Warranty 33 SG&A/Other 29 Environmental 12 Asbestos 6 2008 Pension (12 ) Material (15 ) |
2nd Qtr 2008 2nd Qtr 2009 Sales 100 49 Flexible Operations 2nd Qtr 2008 2nd Qtr 2009 Sales 100 51 Worldwide Employment 34,900 22,500 51% Reduction REVENUE 49% Reduction DIRECT LABOR COST |
Free Cash Flow ($ in Millions) 1 - The changes in working capital relating to interest, taxes, and realignment are included in those respective categories See supplemental slides for comments regarding the presentation of non-GAAP measures and a reconciliation of EBITDA to income (loss) from continuing operations before income taxes and free cash flow to cash from (used by) operations. Q2 2009 EBITDA $ 94 $ (70 ) $ 110 Working Capital 1 91 73 5 Capital Spend (24 ) 23 (54 ) Interest & Taxes (38 ) (13 ) (66 ) Realignment (31 ) 16 (99 ) Other (19 ) 6 (27 ) Free Cash Flow $ 73 $ 35 $ (131 ) Actual vs. 2008 First Half Memo: |
Change in Working Capital ($ in Millions) Q2 2009 Accounts Receivable $ 57 $ (25 ) $ 39 Inventory 93 148 217 Accounts Payable (63 ) (59 ) (251 ) Other 4 9 0 Working Capital $ 91 $ 73 $ 5 Actual vs. 2008 First Half Memo: |
Debt Reduction Total debt at $1,099 million, down $129 million Term loan reduced by $125 million, using cash of $77 million Reduced debt by 10% in the second quarter |
Net Debt ($ in Millions) June 30, 2009 Net debt improved $133 million in the second quarter Cash - U.S. $ 236 International 317 Total Cash $ 553 Term Loan Facility $ 1,137 Less OID ( 72 ) All other debt 34 Total Debt $ 1,099 Net Debt $ 546 |
Global Liquidity ($ in Millions) June 30, 2009 Cash $ 553 Less: Deposits supporting obligations ( 41 ) Available cash $ 512 Additional cash availability from: Lines of credit (U.S. and Europe) 152 Total global liquidity $ 664 |
Global Vehicle Production Dana Forecasts (Units in 000s) North America Light Vehicle 12,650 8,000 - 8,700 Medium Truck 157 101 - 109 Heavy Truck 196 104 - 121 Europe (including E. Europe) Light Vehicle 21,260 16,300 - 17,100 Medium/Heavy Truck 749 338 - 392 South America Light Vehicle 3,800 3,100 - 3,440 Medium/Heavy Truck 173 119 - 126 Asia Pacific Light Vehicle 28,700 22,100 - 25,500 Medium/Heavy Truck 1,355 1,092 - 1,212 Off-Highway - Global Agricultural Equipment Baseline -35% to -40% Construction Equipment Baseline -70% to -75% SOURCE: IHS Global Insight, CSM Worldwide, Dana Estimates, ACT 2009 2008 Outlook |
Net New Business (By Region, $ in Millions) 2009 2010 2011 2012 N.America 30.66 27.42 36.15 39.89 S.America 34.78 104.34 111.27 112.06 Asia 17.01 40.98 63.96 71.71 Europe 53.01 80.78 111.46 138.24 Total $M: 134 362 194 384 $1,074 Total Note: Cumulative business wins/losses for start of production 2008 and later expressed as incremental to base year 2008. As of June 30, 2009. Based on Quoted volumes |
2009 Outlook Right-size Operations Improve Operations Plant Performance Pricing Improvement Align Operations to Volume Maintain Adequate Liquidity & EBITDA Global workforce reductions of more than 5,800 in 2009 +35% workforce reduction since 2007 Conversion cost improvement of $150M - $200M $160M - $250M $400M - $500M EBITDA higher than 2008 Capital expenditures of less than $150M Positive Free Cash Flow Actions on track Actions on track, could be influenced by market factors Dependent upon market factors Key: Outlook Plan |
Summary Focus remains on achieving our 2009 plan: Right-size operations Improve profits and operational performance Maintain adequate liquidity and profits Continue strategic initiatives |
Q&A Session |
Supplemental Slides Non-GAAP Financial Information In connection with Dana's emergence from bankruptcy on January 31, 2008 and the application of fresh start accounting in accordance with the provisions of the American Institute of Certified Public Accountants' Statement of Position 90-7, the post-emergence results of the successor company for the five months ended June 30, 2008 and the pre-emergence results of the predecessor company for the one month ended January 31, 2008 are presented separately as successor and predecessor results in the financial statements presented in our Form 10- Q. This presentation is required by generally accepted accounting principles (GAAP) as the successor company is considered to be a new entity, and the results of the new entity reflect the application of fresh start accounting. For your convenience in viewing the accompanying slides, we have combined the separate successor and predecessor periods to derive combined results for the six months ended June 30, 2008. The following slides provide the separate successor and predecessor GAAP results for the applicable periods, along with the combined results described above for the six months of 2008. A number of slides refer to EBITDA, which we've defined to be earnings before interest, taxes, depreciation, amortization and restructuring. EBITDA is a non-GAAP financial measure, and the measure currently being used by Dana as the primary measure of its reportable operating segment performance. EBITDA was selected as the primary measure for operating segment performance as well as a relevant measure of Dana's overall performance given the enhanced comparability and usefulness after application of fresh start accounting. The most significant impact to Dana's ongoing results of operations as a result of applying fresh start accounting is higher depreciation and amortization. By using EBITDA, which is a performance measure that excludes depreciation and amortization, the comparability of results is enhanced. Management also believes that EBITDA is an important measure since the financial covenants of our primary debt agreements are EBITDA-based, and our management incentive performance programs are based, in part, on EBITDA. Because it is a non-GAAP measure, EBITDA should not be considered a substitute for net income or other reported results prepared in accordance with GAAP. Slides 33 and 34 provide a reconciliation of EBITDA for the periods presented to the reported income (loss) from continuing operations before income taxes, which is a GAAP measure. |
27 (c) Dana Limited DANA HOLDING CORPORATION Consolidated Statement of Operations (Unaudited) For the Three Months Ended June 30, 2009 and 2008 (In millions, except per share amounts) |
28 (c) Dana Limited DANA HOLDING CORPORATION Consolidated Statement of Operations (Unaudited) For the Six Months Ended June 30, 2009 and 2008 (In millions, except per share amounts) |
29 (c) Dana Limited DANA HOLDING CORPORATION Consolidated Balance Sheet (Unaudited) As of June 30, 2009 and December 31, 2008 (In millions) |
30 (c) Dana Limited DANA HOLDING CORPORATION Consolidated Statement of Cash Flows (Unaudited) For the Three Months Ended June 30, 2009 and 2008 (In millions) |
31 (c) Dana Limited DANA HOLDING CORPORATION Consolidated Statement of Cash Flows (Unaudited) For the Six Months Ended June 30, 2009 and 2008 (In millions) |
32 (c) Dana Limited DANA HOLDING CORPORATION Segment Sales & EBITDA For the Three Months Ended June 30, 2009 and 2008 (In millions) |
33 (c) Dana Limited DANA HOLDING CORPORATION Segment Sales & EBITDA For the Six Months Ended June 30, 2009 and 2008 (In millions) |
34 (c) Dana Limited DANA HOLDING CORPORATION Segment EBITDA Reconciliation (Unaudited) Reconciliation of Segment EBITDA to Income (Loss) from Continuing Operations Before Income Taxes For the Three Months Ended June 30, 2009 and 2008 (In millions) |
35 (c) Dana Limited DANA HOLDING CORPORATION Segment EBITDA Reconciliation (Unaudited) Reconciliation of Segment EBITDA to Income (Loss) from Continuing Operations Before Income Taxes For the Six Months Ended June 30, 2009 and 2008 (In millions) |