UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Items 2.02 and 7.01 Results of Operations and Financial Condition and Regulation FD Disclosure
Dana Incorporated today issued a news release announcing its results for the quarter ended June 30, 2020. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this report is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. The following item is furnished with this report.
| Exhibit |
Description | |
| 99.1 | Dana Incorporated Press Release and Earnings Call Presentation dated July 30, 2020 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL | |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DANA INCORPORATED | ||||
| Date: July 30, 2020 | By: | /s/ Douglas H. Liedberg | ||
| Name: | Douglas H. Liedberg | |||
| Title: | Senior Vice President, General Counsel | |||
Exhibit 99.1
IMMEDIATE
Dana Incorporated Reports Second-quarter 2020 Financial Results
Second-quarter Highlights
| • | Sales of $1.08 billion; year-over-year change driven by effects of global pandemic |
| • | Net loss attributable to Dana of $174 million; diluted EPS a loss of $1.20 |
| • | Near breakeven adjusted EBITDA |
| • | Diluted adjusted EPS a loss of $0.69 |
MAUMEE, Ohio, July 30, 2020 – Dana Incorporated (NYSE: DAN) today announced financial results for the second quarter of 2020.
“I would like to thank the global Dana family for their dedication and resolve to safely bring our operations back online around the world. Throughout this journey, our team has not only demonstrated remarkable flexibility managing our multi-market operations and integrated supply chain but has also answered the call across our communities to help so many people who have been impacted by this virus,” said James Kamsickas, Dana chairman and CEO. “As we continue to navigate these unprecedented times, Dana is financially strong and positioned for growth across the multiple end-markets we participate in. We are laser-focused on finishing the year strong and providing our customers with the world-class technology, quality, and service they have come to expect from Dana for more than 116 years.”
Second-quarter 2020 Financial Results
Sales for the second quarter of 2020 totaled $1.08 billion, compared with $2.3 billion in the same period of 2019. The decrease is primarily attributable to weaker demand across all mobility markets due to customers idling operations through the first half of the quarter in response to the global COVID-19 pandemic.
Dana reported a net loss of $174 million for the second quarter of 2020, compared with a net loss of $68 million in the same period of 2019. This year’s second quarter earnings were reduced due to higher income tax expense, the result of recording $56 million in valuation allowances in foreign jurisdictions. The second quarter of 2019 was reduced by $258 million in one-time pension settlement charges related to the transfer of future pension liabilities from a U.S. pension plan to third-party insurers. Partially offsetting this one-time charge was a net tax benefit of $87 million in second quarter of 2019 driven by the pension termination and foreign tax credits. Excluding these one-time income tax and pension charges, second-quarter net loss was $118 million in 2020, compared with net income of $103 million in 2019, reflecting the lower operating earnings this year associated with reduced sales due to the COVID-19 pandemic.
Reported diluted earnings per share was a loss of $1.20, compared with a loss of $0.47 per share in the second quarter of 2019.
1
Adjusted EBITDA for the second quarter of 2020 was a loss of $5 million, compared with profit of $286 million for the same period last year. This decline was due to the idling of production in the first half of the quarter in response to the COVID-19 pandemic. Targeted cost management actions and a successful restart of operations in May helped mitigate the margin impact of this event-driven sales decline.
Diluted adjusted earnings per share was a loss of $0.69 in the second quarter of 2020, compared with earnings of $0.87 in the same period last year. The lower year-over-year comparison was primarily due to lower earnings and higher depreciation expense.
Operating cash flow in the second quarter of 2020 was a use of $75 million, compared with $73 million provided in the same period of 2019. The second quarter of 2019 included a voluntary pension contribution of $62 million related to the transfer of the pension plan liabilities.
Adjusted free cash flow was a use of $133 million in the second quarter of 2020, compared with $43 million provided in 2019. The impact of lower profit in this year’s second quarter was partially offset by targeted cash conservation measures, lower cash taxes, and lower capital expenditures, compared with the same period last year.
Due to this unprecedented disruption in our end markets as a result of the COVID-19 pandemic, and associated economic uncertainty, the company believes it is prudent to refrain from issuing full-year financial guidance until there is further stabilization in end-market demand.
The company reported it had total liquidity of $1.7 billion as of June 30, 2020, including $708 million of available cash and marketable securities and $979 million available on its committed revolving credit facility. The company believes it has ample liquidity and has terminated its temporary bridge facility.
“Our timely cost saving actions and operational flexibility have served us well as we managed through this difficult quarter,” said Jonathan Collins, Dana executive vice president and chief financial officer. “We remain confident in our ability to capitalize on improving market conditions over the balance of the year.”
Dana to Host Conference Call at 10 a.m. Thursday, July 30
Participants may listen to the audio portion of the conference call either through audio streaming online or by telephone. Slide viewing is available online via a link provided on the Dana investor website: www.dana.com/investors. U.S. and Canadian locations should dial 1-888-311-4590 and international locations should call 1-706-758-0054. Please enter conference I.D. 3784065 and ask for the “Dana Incorporated’s Financial Webcast and Conference Call.” Phone registration will be available beginning at 9:30 a.m. EDT.
An audio recording of the webcast will be available after 5 p.m. EDT on July 30 by dialing 1-855-859-2056 (U.S. or Canada) or 1-404-537-3406 (international) and entering conference I.D. 3784065. A webcast replay will also be available after 5 p.m. EDT and may be accessed via Dana’s investor website.
Non-GAAP Financial Information
This release refers to adjusted EBITDA, a non-GAAP financial measure which we have defined as net income before interest, income taxes, depreciation, amortization, equity grant expense, restructuring expense, non-service cost components of pension and other postretirement benefit costs, and other adjustments not related to our core operations (gain/loss on debt
2
extinguishment, pension settlements, divestitures, impairment, etc.). Adjusted EBITDA is a measure of our ability to maintain and continue to invest in our operations and provide shareholder returns. We use adjusted EBITDA in assessing the effectiveness of our business strategies, evaluating and pricing potential acquisitions and as a factor in making incentive compensation decisions. In addition to its use by management, we also believe adjusted EBITDA is a measure widely used by securities analysts, investors, and others to evaluate financial performance of our company relative to other Tier 1 automotive suppliers. Adjusted EBITDA should not be considered a substitute for income before income taxes, net income or other results reported in accordance with GAAP. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.
Diluted adjusted EPS is a non-GAAP financial measure, which we have defined as adjusted net income divided by adjusted diluted shares. We define adjusted net income as net income (loss) attributable to the parent company, excluding any nonrecurring income tax items, restructuring charges, amortization expense, and other adjustments not related to our core operations (as used in adjusted EBITDA), net of any associated income tax effects. We define adjusted diluted shares as diluted shares as determined in accordance with GAAP based on adjusted net income. This measure is considered useful for purposes of providing investors, analysts, and other interested parties with an indicator of ongoing financial performance that provides enhanced comparability to EPS reported by other companies. Diluted adjusted EPS is neither intended to represent nor be an alternative measure to diluted EPS reported under GAAP.
Free cash flow is a non-GAAP financial measure which we have defined as net cash provided by (used in) operating activities less purchases of property, plant, and equipment. Adjusted free cash flow is a non-GAAP financial measure which we have defined as net cash provided by (used in) operating activities excluding voluntary pension contributions less purchases of property, plant, and equipment. We believe these measures are useful to investors in evaluating the operational cash flow of the company inclusive of the spending required to maintain the operations. Free cash flow and adjusted free cash flow are not intended to represent nor be an alternative to the measure of net cash provided by (used in) operating activities reported under GAAP. Free cash flow and adjusted free cash flow may not be comparable to similarly titled measures reported by other companies.
We have not provided reconciliations of preliminary and projected adjusted EBITDA and diluted adjusted EPS to the most comparable GAAP measures of net income and diluted EPS. Providing net income and diluted EPS guidance is potentially misleading and not practical given the difficulty of projecting event-driven transactional and other non-core operating items that are included in net income and diluted EPS, including restructuring actions, asset impairments, and income tax valuation adjustments. Reconciliations of these non-GAAP measures with the most comparable GAAP measures for historical periods are indicative of the reconciliations that will be prepared upon completion of the periods covered by the non-GAAP guidance. Please reference the “Non-GAAP Financial Information” accompanying our quarterly earnings conference call presentations on our website at www.dana.com/investors for our GAAP results and the reconciliations of these measures, were used, to the comparable GAAP measures.
3
Forward-Looking Statements
Certain statements and projections contained in this news release 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,” and 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 news release speak only as of this date. Dana does not undertake any obligation to revise or update publicly any forward-looking statement for any reason.
About Dana Incorporated
Dana is a world leader in providing power-conveyance and energy-management solutions that are engineered to improve the efficiency, performance, and sustainability of light vehicles, commercial vehicles, and off-highway equipment. Enabling the propulsion of conventional, hybrid, and electric-powered vehicles, Dana equips its customers with critical drive and motion systems; electrodynamic technologies; and thermal, sealing, and digital solutions.
In 2019, the company reported sales of $8.6 billion with 36,000 associates in 34 countries across six continents. Based in Maumee, Ohio, USA, and founded in 1904, Dana has established a high-performance culture that focuses on its people, and the company has earned recognition around the world as a top employer. Learn more at dana.com.
###
| Media Contact: | Jeff Cole | |
| +1-419-887-3535 | ||
| jeff.cole@dana.com | ||
| Investor Contact: | Craig Barber | |
| +1-419-887-5166 | ||
| craig.barber@dana.com | ||
4
DANA INCORPORATED
Consolidated Statement of Operations (Unaudited)
For the Three Months Ended June 30, 2020 and 2019
| Three Months Ended | ||||||||
| (In millions, except per share amounts) | June 30, | |||||||
| 2020 | 2019 | |||||||
| Net sales |
$ | 1,078 | $ | 2,306 | ||||
| Costs and expenses |
||||||||
| Cost of sales |
1,088 | 1,980 | ||||||
| Selling, general and administrative expenses |
82 | 140 | ||||||
| Amortization of intangibles |
3 | 4 | ||||||
| Restructuring charges, net |
16 | 9 | ||||||
| Pension settlement charge |
— | (258 | ) | |||||
| Other expense, net |
(1 | ) | (10 | ) | ||||
|
|
|
|
|
|||||
| Loss before interest and income taxes |
(112 | ) | (95 | ) | ||||
| Write-off deferred financing costs |
(5 | ) | — | |||||
| Interest income |
2 | 3 | ||||||
| Interest expense |
32 | 34 | ||||||
|
|
|
|
|
|||||
| Loss before income taxes |
(147 | ) | (126 | ) | ||||
| Income tax expense (benefit) |
34 | (52 | ) | |||||
| Equity in earnings of affiliates |
8 | 8 | ||||||
|
|
|
|
|
|||||
| Net loss |
(173 | ) | (66 | ) | ||||
| Less: Noncontrolling interests net income |
— | 2 | ||||||
| Less: Redeemable noncontrolling interests net income |
1 | — | ||||||
|
|
|
|
|
|||||
| Net loss attributable to the parent company |
$ | (174 | ) | $ | (68 | ) | ||
|
|
|
|
|
|||||
| Net income (loss) per share available to common stockholders |
||||||||
| Basic |
$ | (1.20 | ) | $ | (0.47 | ) | ||
| Diluted |
$ | (1.20 | ) | $ | (0.47 | ) | ||
| Weighted-average shares outstanding - Basic |
144.5 | 144.0 | ||||||
| Weighted-average shares outstanding - Diluted |
144.5 | 144.0 | ||||||
DANA INCORPORATED
Consolidated Statement of Operations (Unaudited)
For the Six Months Ended June 30, 2020 and 2019
| Six Months Ended | ||||||||
| (In millions, except per share amounts) | June 30, | |||||||
| 2020 | 2019 | |||||||
| Net sales |
$ | 3,004 | $ | 4,469 | ||||
| Costs and expenses |
||||||||
| Cost of sales |
2,808 | 3,843 | ||||||
| Selling, general and administrative expenses |
188 | 276 | ||||||
| Amortization of intangibles |
6 | 6 | ||||||
| Restructuring charges, net |
19 | 18 | ||||||
| Impairment of goodwill |
(51 | ) | — | |||||
| Pension settlement charge |
— | (258 | ) | |||||
| Other income (expense), net |
3 | (23 | ) | |||||
|
|
|
|
|
|||||
| Earnings (loss) before interest and income taxes |
(65 | ) | 45 | |||||
| Write-off deferred financing costs |
(5 | ) | ||||||
| Interest income |
4 | 5 | ||||||
| Interest expense |
61 | 61 | ||||||
|
|
|
|
|
|||||
| Loss before income taxes |
(127 | ) | (11 | ) | ||||
| Income tax expense (benefit) |
18 | (32 | ) | |||||
| Equity in earnings of affiliates |
10 | 14 | ||||||
|
|
|
|
|
|||||
| Net income (loss) |
(135 | ) | 35 | |||||
| Less: Noncontrolling interests net income |
2 | 6 | ||||||
| Less: Redeemable noncontrolling interests net loss |
(21 | ) | (1 | ) | ||||
|
|
|
|
|
|||||
| Net income (loss) attributable to the parent company |
$ | (116 | ) | $ | 30 | |||
|
|
|
|
|
|||||
| Net income (loss) per share available to common stockholders |
||||||||
| Basic |
$ | (0.80 | ) | $ | 0.21 | |||
| Diluted |
$ | (0.80 | ) | $ | 0.21 | |||
| Weighted-average shares outstanding - Basic |
144.4 | 143.9 | ||||||
| Weighted-average shares outstanding - Diluted |
144.4 | 144.8 | ||||||
DANA INCORPORATED
Consolidated Statement of Comprehensive Income (Unaudited)
For the Three Months Ended June 30, 2020 and 2019
| Three Months Ended | ||||||||
| (In millions) | June 30, | |||||||
| 2020 | 2019 | |||||||
| Net loss |
$ | (173 | ) | $ | (66 | ) | ||
| Other comprehensive income (loss), net of tax: |
||||||||
| Currency translation adjustments |
7 | 3 | ||||||
| Hedging gains and losses |
10 | 2 | ||||||
| Defined benefit plans |
4 | 355 | ||||||
|
|
|
|
|
|||||
| Other comprehensive income |
21 | 360 | ||||||
|
|
|
|
|
|||||
| Total comprehensive income (loss) |
(152 | ) | 294 | |||||
| Less: Comprehensive income attributable to noncontrolling interests |
(9 | ) | (3 | ) | ||||
| Less: Comprehensive loss attributable to redeemable noncontrolling interests |
3 | 1 | ||||||
|
|
|
|
|
|||||
| Comprehensive income (loss) attributable to the parent company |
$ | (158 | ) | $ | 292 | |||
|
|
|
|
|
|||||
DANA INCORPORATED
Consolidated Statement of Comprehensive Income (Unaudited)
For the Six Months Ended June 30, 2020 and 2019
| Six Months Ended | ||||||||
| (In millions) | June 30, | |||||||
| 2020 | 2019 | |||||||
| Net income (loss) |
$ | (135 | ) | $ | 35 | |||
| Other comprehensive income (loss), net of tax: |
||||||||
| Currency translation adjustments |
(147 | ) | 30 | |||||
| Hedging gains and losses |
39 | 7 | ||||||
| Defined benefit plans |
7 | 360 | ||||||
|
|
|
|
|
|||||
| Other comprehensive income (loss) |
(101 | ) | 397 | |||||
|
|
|
|
|
|||||
| Total comprehensive income (loss) |
(236 | ) | 432 | |||||
| Less: Comprehensive (income) loss attributable to noncontrolling interests |
8 | (5 | ) | |||||
| Less: Comprehensive (income) loss attributable to redeemable noncontrolling interests |
17 | (3 | ) | |||||
|
|
|
|
|
|||||
| Comprehensive income (loss) attributable to the parent company |
$ | (211 | ) | $ | 424 | |||
|
|
|
|
|
|||||
DANA INCORPORATED
Consolidated Balance Sheet (Unaudited)
As of June 30, 2020 and December 31, 2019
| (In millions, except share and per share amounts) | June 30, | December 31, | ||||||||
| 2020 | 2019 | |||||||||
| Assets |
||||||||||
| Current assets |
||||||||||
| Cash and cash equivalents |
$ | 694 | $ | 508 | ||||||
| Marketable securities |
19 | 19 | ||||||||
| Accounts receivable |
||||||||||
| Trade, less allowance for doubtful accounts of $7 in 2020 and $9 in 2019 |
890 | 1,103 | ||||||||
| Other |
175 | 202 | ||||||||
| Inventories |
1,116 | 1,193 | ||||||||
| Other current assets |
148 | 137 | ||||||||
|
|
|
|
|
|||||||
| Total current assets |
3,042 | 3,162 | ||||||||
| Goodwill |
451 | 493 | ||||||||
| Intangibles |
228 | 240 | ||||||||
| Deferred tax assets |
573 | 580 | ||||||||
| Other noncurrent assets |
124 | 120 | ||||||||
| Investments in affiliates |
164 | 182 | ||||||||
| Operating lease assets |
177 | 178 | ||||||||
| Property, plant and equipment, net |
2,149 | 2,265 | ||||||||
|
|
|
|
|
|||||||
| Total assets |
$ | 6,908 | $ | 7,220 | ||||||
|
|
|
|
|
|||||||
| Liabilities and equity |
||||||||||
| Current liabilities |
||||||||||
| Short-term debt |
$ | 7 | $ | 14 | ||||||
| Current portion of long-term debt |
36 | 20 | ||||||||
| Accounts payable |
796 | 1,255 | ||||||||
| Accrued payroll and employee benefits |
172 | 206 | ||||||||
| Taxes on income |
45 | 46 | ||||||||
| Current portion of operating lease liabilities |
42 | 42 | ||||||||
| Other accrued liabilities |
281 | 262 | ||||||||
|
|
|
|
|
|||||||
| Total current liabilities |
1,379 | 1,845 | ||||||||
| Long-term debt, less debt issuance costs of $32 in 2020 and $28 in 2019 |
2,827 | 2,336 | ||||||||
| Noncurrent operating lease liabilities |
139 | 140 | ||||||||
| Pension and postretirement obligations |
445 | 459 | ||||||||
| Other noncurrent liabilities |
239 | 305 | ||||||||
|
|
|
|
|
|||||||
| Total liabilities |
5,029 | 5,085 | ||||||||
|
|
|
|
|
|||||||
| Commitments and contingencies |
||||||||||
| Redeemable noncontrolling interests |
159 | 167 | ||||||||
| Parent company stockholders’ equity |
||||||||||
| Preferred stock, 50,000,000 shares authorized, $0.01 par value, no shares outstanding |
— | — | ||||||||
| Common stock, 450,000,000 shares authorized, $0.01 par value, 144,482,275 and 143,942,539 shares outstanding |
2 | 2 | ||||||||
| Additional paid-in capital |
2,390 | 2,386 | ||||||||
| Retained earnings |
490 | 622 | ||||||||
| Treasury stock, at cost (10,433,465 and 10,111,191 shares) |
(156 | ) | (150 | ) | ||||||
| Accumulated other comprehensive loss |
(1,082 | ) | (987 | ) | ||||||
|
|
|
|
|
|||||||
| Total parent company stockholders’ equity |
1,644 | 1,873 | ||||||||
| Noncontrolling interests |
76 | 95 | ||||||||
|
|
|
|
|
|||||||
| Total equity |
1,720 | 1,968 | ||||||||
|
|
|
|
|
|||||||
| Total liabilities and equity |
$ | 6,908 | $ | 7,220 | ||||||
|
|
|
|
|
|||||||
DANA INCORPORATED
Consolidated Statement of Cash Flows (Unaudited)
For the Three Months Ended June 30, 2020 and 2019
| Three Months Ended | ||||||||
| (In millions) | June 30, | |||||||
| 2020 | 2019 | |||||||
| Operating activities |
||||||||
| Net loss |
$ | (173 | ) | $ | (66 | ) | ||
| Depreciation |
84 | 79 | ||||||
| Amortization |
5 | 5 | ||||||
| Amortization of deferred financing charges |
2 | 2 | ||||||
| Write-off of deferred financing costs |
5 | |||||||
| Earnings of affiliates, net of dividends received |
13 | 8 | ||||||
| Stock compensation expense |
(1 | ) | 5 | |||||
| Deferred income taxes |
27 | (91 | ) | |||||
| Pension expense, net |
1 | 203 | ||||||
| Change in working capital |
(45 | ) | (72 | ) | ||||
| Other, net |
7 | |||||||
|
|
|
|
|
|||||
| Net cash provided by (used in) operating activities |
(75 | ) | 73 | |||||
|
|
|
|
|
|||||
| Investing activities |
||||||||
| Purchases of property, plant and equipment |
(58 | ) | (92 | ) | ||||
| Acquisition of businesses, net of cash acquired |
2 | (48 | ) | |||||
| Purchases of marketable securities |
(3 | ) | (7 | ) | ||||
| Proceeds from sales and maturities of marketable securities |
7 | 12 | ||||||
| Settlements of undesignated derivatives |
(2 | ) | 1 | |||||
| Other, net |
(2 | ) | (5 | ) | ||||
|
|
|
|
|
|||||
| Net cash used in investing activities |
(56 | ) | (139 | ) | ||||
|
|
|
|
|
|||||
| Financing activities |
||||||||
| Net change in short-term debt |
(306 | ) | (1 | ) | ||||
| Proceeds from long-term debt |
506 | |||||||
| Repayment of long-term debt |
(2 | ) | (10 | ) | ||||
| Deferred financing payments |
(11) | |||||||
| Dividends paid to common stockholders |
(15 | ) | ||||||
| Distributions to noncontrolling interests |
(2 | ) | (11 | ) | ||||
| Contributions from noncontrolling interests |
7 | 1 | ||||||
| Payments to acquire noncontrolling interests |
(1) | |||||||
| Other, net |
2 | 3 | ||||||
|
|
|
|
|
|||||
| Net cash provided by (used in) financing activities |
193 | (33 | ) | |||||
|
|
|
|
|
|||||
| Net increase (decrease) in cash, cash equivalents and restricted cash |
62 | (99 | ) | |||||
| Cash, cash equivalents and restricted cash - beginning of period |
636 | 395 | ||||||
| Effect of exchange rate changes on cash balances |
4 | 2 | ||||||
|
|
|
|
|
|||||
| Cash, cash equivalents and restricted cash - end of period |
$ | 702 | $ | 298 | ||||
|
|
|
|
|
|||||
DANA INCORPORATED
Consolidated Statement of Cash Flows (Unaudited)
For the Six Months Ended June 30, 2020 and 2019
| Six Months Ended | ||||||||
| (In millions) | June 30, | |||||||
| 2020 | 2019 | |||||||
| Operating activities |
||||||||
| Net income (loss) |
$ | (135 | ) | $ | 35 | |||
| Depreciation |
169 | 153 | ||||||
| Amortization |
9 | 8 | ||||||
| Amortization of deferred financing charges |
4 | 3 | ||||||
| Write-off of deferred financing costs |
5 | |||||||
| Earnings of affiliates, net of dividends received |
11 | 3 | ||||||
| Stock compensation expense |
3 | 10 | ||||||
| Deferred income taxes |
(8 | ) | (105 | ) | ||||
| Pension expense, net |
2 | 207 | ||||||
| Impairment of goodwill |
51 | |||||||
| Change in working capital |
(228 | ) | (247 | ) | ||||
| Other, net |
(9 | ) | (10 | ) | ||||
|
|
|
|
|
|||||
| Net cash provided by (used in) operating activities |
(126 | ) | 57 | |||||
|
|
|
|
|
|||||
| Investing activities |
||||||||
| Purchases of property, plant and equipment |
(121 | ) | (190 | ) | ||||
| Acquisition of businesses, net of cash acquired |
(6 | ) | (654 | ) | ||||
| Purchases of marketable securities |
(15 | ) | (12 | ) | ||||
| Proceeds from sales and maturities of marketable securities |
13 | 18 | ||||||
| Settlements of undesignated derivatives |
(5 | ) | (19 | ) | ||||
| Other, net |
(7 | ) | (6 | ) | ||||
|
|
|
|
|
|||||
| Net cash used in investing activities |
(141 | ) | (863 | ) | ||||
|
|
|
|
|
|||||
| Financing activities |
||||||||
| Net change in short-term debt |
(8 | ) | (3 | ) | ||||
| Proceeds from long-term debt |
510 | 675 | ||||||
| Repayment of long-term debt |
(3 | ) | (19 | ) | ||||
| Deferred financing payments |
(11 | ) | (12 | ) | ||||
| Dividends paid to common stockholders |
(15 | ) | (29 | ) | ||||
| Distributions to noncontrolling interests |
(3 | ) | (12 | ) | ||||
| Contributions from noncontrolling interests |
9 | 2 | ||||||
| Payments to acquire noncontrolling interests |
(1 | ) | ||||||
| Repurchases of common stock |
(25 | ) | ||||||
| Other, net |
(2 | ) | ||||||
|
|
|
|||||||
| Net cash provided by financing activities |
476 | 577 | ||||||
|
|
|
|
|
|||||
| Net increase (decrease) in cash, cash equivalents and restricted cash |
209 | (229 | ) | |||||
| Cash, cash equivalents and restricted cash - beginning of period |
518 | 520 | ||||||
| Effect of exchange rate changes on cash balances |
(25 | ) | 7 | |||||
|
|
|
|
|
|||||
| Cash, cash equivalents and restricted cash - end of period |
$ | 702 | $ | 298 | ||||
|
|
|
|
|
|||||
DANA INCORPORATED
Reconciliation of Net Cash Provided By (Used In) Operating Activities to Free Cash Flow and Adjusted Free Cash Flow (Unaudited)
| Three Months Ended | ||||||||
| (In millions) | June 30, | |||||||
| 2020 | 2019 | |||||||
| Net cash provided by (used in) operating activities |
$ | (75 | ) | $ | 73 | |||
| Purchase of property, plant and equipment |
(58 | ) | (92 | ) | ||||
|
|
|
|
|
|||||
| Free cash flow |
(133 | ) | (19 | ) | ||||
| Discretionary pension contributions |
— | 62 | ||||||
|
|
|
|
|
|||||
| Adjusted free cash flow |
$ | (133 | ) | $ | 43 | |||
|
|
|
|
|
|||||
| Six Months Ended | ||||||||
| (In millions) | June 30, | |||||||
| 2020 | 2019 | |||||||
| Net cash provided by (used in) operating activities |
$ | (126 | ) | $ | 57 | |||
| Purchase of property, plant and equipment |
(121 | ) | (190 | ) | ||||
|
|
|
|
|
|||||
| Free cash flow |
(247 | ) | (133 | ) | ||||
| Discretionary pension contributions |
— | 62 | ||||||
|
|
|
|
|
|||||
| Adjusted free cash flow |
$ | (247 | ) | $ | (71 | ) | ||
|
|
|
|
|
|||||
DANA INCORPORATED
Segment Sales and Segment EBITDA (Unaudited)
For the Three Months Ended June 30, 2020 and 2019
| Three Months Ended | ||||||||
| (In millions) | June 30, | |||||||
| 2020 | 2019 | |||||||
| Sales |
||||||||
| Light Vehicle |
$ | 337 | $ | 927 | ||||
| Commercial Vehicle |
200 | 437 | ||||||
| Off-Highway |
401 | 674 | ||||||
| Power Technologies |
140 | 268 | ||||||
|
|
|
|
|
|||||
| Total Sales |
$ | 1,078 | $ | 2,306 | ||||
|
|
|
|
|
|||||
| Segment EBITDA |
||||||||
| Light Vehicle |
$ | (32 | ) | $ | 118 | |||
| Commercial Vehicle |
(8 | ) | 41 | |||||
| Off-Highway |
38 | 103 | ||||||
| Power Technologies |
(1 | ) | 28 | |||||
|
|
|
|
|
|||||
| Total Segment EBITDA |
(3 | ) | 290 | |||||
| Corporate expense and other items, net |
(2 | ) | (4 | ) | ||||
|
|
|
|
|
|||||
| Adjusted EBITDA |
$ | (5 | ) | $ | 286 | |||
|
|
|
|
|
|||||
DANA INCORPORATED
Segment Sales and Segment EBITDA (Unaudited)
For the Six Months Ended June 30, 2020 and 2019
| Six Months Ended | ||||||||
| (In millions) | June 30, | |||||||
| 2020 | 2019 | |||||||
| Sales |
||||||||
| Light Vehicle |
$ | 1,145 | $ | 1,833 | ||||
| Commercial Vehicle |
533 | 868 | ||||||
| Off-Highway |
933 | 1,226 | ||||||
| Power Technologies |
393 | 542 | ||||||
|
|
|
|
|
|||||
| Total Sales |
$ | 3,004 | $ | 4,469 | ||||
|
|
|
|
|
|||||
| Segment EBITDA |
||||||||
| Light Vehicle |
$ | 51 | $ | 220 | ||||
| Commercial Vehicle |
13 | 82 | ||||||
| Off-Highway |
110 | 185 | ||||||
| Power Technologies |
29 | 62 | ||||||
|
|
|
|
|
|||||
| Total Segment EBITDA |
203 | 549 | ||||||
| Corporate expense and other items, net |
(3 | ) | (6 | ) | ||||
|
|
|
|
|
|||||
| Adjusted EBITDA |
$ | 200 | $ | 543 | ||||
|
|
|
|
|
|||||
DANA INCORPORATED
Reconciliation of Segment and Adjusted EBITDA to Net Loss (Unaudited)
For the Three Months Ended June 30, 2020 and 2019
| Three Months Ended | ||||||||
| (In millions) | June 30, | |||||||
| 2020 | 2019 | |||||||
| Segment EBITDA |
$ | (3 | ) | $ | 290 | |||
| Corporate expense and other items, net |
(2 | ) | (4 | ) | ||||
|
|
|
|
|
|||||
| Adjusted EBITDA |
(5 | ) | 286 | |||||
| Depreciation |
(84 | ) | (79 | ) | ||||
| Amortization |
(5 | ) | (5 | ) | ||||
| Non-service cost components of pension and OPEB costs |
(3 | ) | (9 | ) | ||||
| Restructuring charges, net |
(16 | ) | (9 | ) | ||||
| Stock compensation expense |
1 | (5 | ) | |||||
| Strategic transaction expenses |
(5 | ) | (11 | ) | ||||
| Acquisition related inventory adjustments |
(5 | ) | ||||||
| Pension settlement charges, net |
(258 | ) | ||||||
| Other items |
5 | |||||||
|
|
|
|
|
|||||
| Loss before interest and income taxes |
(112 | ) | (95 | ) | ||||
| Write-off deferred financing costs |
(5 | ) | ||||||
| Interest income |
2 | 3 | ||||||
| Interest expense |
32 | 34 | ||||||
|
|
|
|
|
|||||
| Loss before income taxes |
(147 | ) | (126 | ) | ||||
| Income tax expense (benefit) |
34 | (52 | ) | |||||
| Equity in earnings of affiliates |
8 | 8 | ||||||
|
|
|
|
|
|||||
| Net loss |
$ | (173 | ) | $ | (66 | ) | ||
|
|
|
|
|
|||||
DANA INCORPORATED
Reconciliation of Segment and Adjusted EBITDA to Net Income (Loss) (Unaudited)
For the Six Months Ended June 30, 2020 and 2019
| Six Months Ended | ||||||||
| (In millions) | June 30, | |||||||
| 2020 | 2019 | |||||||
| Segment EBITDA |
$ | 203 | $ | 549 | ||||
| Corporate expense and other items, net |
(3 | ) | (6 | ) | ||||
|
|
|
|
|
|||||
| Adjusted EBITDA |
200 | 543 | ||||||
| Depreciation |
(169 | ) | (153 | ) | ||||
| Amortization |
(9 | ) | (8 | ) | ||||
| Non-service cost components of pension and OPEB costs |
(5 | ) | (15 | ) | ||||
| Restructuring charges, net |
(19 | ) | (18 | ) | ||||
| Stock compensation expense |
(3 | ) | (10 | ) | ||||
| Strategic transaction expenses |
(11 | ) | (24 | ) | ||||
| Impairment of goodwill |
(51 | ) | ||||||
| Acquisition related inventory adjustments |
(9 | ) | ||||||
| Non-income tax legal judgment |
6 | |||||||
| Pension settlement charges, net |
(258 | ) | ||||||
| Other items |
2 | (9 | ) | |||||
|
|
|
|
|
|||||
| Earnings (loss) before interest and income taxes |
(65 | ) | 45 | |||||
| Write-off deferred financing costs |
(5 | ) | ||||||
| Interest income |
4 | 5 | ||||||
| Interest expense |
61 | 61 | ||||||
|
|
|
|
|
|||||
| Loss before income taxes |
(127 | ) | (11 | ) | ||||
| Income tax expense (benefit) |
18 | (32 | ) | |||||
| Equity in earnings of affiliates |
10 | 14 | ||||||
|
|
|
|
|
|||||
| Net income (loss) |
$ | (135 | ) | $ | 35 | |||
|
|
|
|
|
|||||
DANA INCORPORATED
Diluted Adjusted EPS (Unaudited)
For the Three Months Ended June 30, 2020 and 2019
(In millions, except per share amounts)
| Three Months Ended | ||||||||
| June 30, | ||||||||
| 2020 | 2019 | |||||||
| Net income (loss) attributable to parent company |
$ | (174 | ) | $ | (68 | ) | ||
| Items impacting income before income taxes: |
||||||||
| Restructuring charges |
15 | 9 | ||||||
| Amortization |
4 | 4 | ||||||
| Strategic transaction expenses |
5 | 11 | ||||||
| Acquisition related inventory adjustments |
5 | |||||||
| Pension settlement charges |
258 | |||||||
| Write-off deferred financing costs |
5 | |||||||
| Other items |
(1 | ) | ||||||
| Items impacting income taxes: |
||||||||
| Net income tax expense on items above |
(8 | ) | (14 | ) | ||||
| Tax expense (benefit) attributable to utilization of federal tax credits, state tax law changes and valuation allowance adjustments |
54 | (78 | ) | |||||
|
|
|
|
|
|||||
| Adjusted net income |
$ | (99 | ) | $ | 126 | |||
|
|
|
|
|
|||||
| Diluted shares - as reported |
144.5 | 144.8 | ||||||
|
|
|
|
|
|||||
| Adjusted diluted shares |
144.5 | 144.8 | ||||||
|
|
|
|
|
|||||
| Diluted adjusted EPS |
$ | (0.69 | ) | $ | 0.87 | |||
DANA INCORPORATED
Diluted Adjusted EPS (Unaudited)
For the Six Months Ended June 30, 2020 and 2019
(In millions, except per share amounts)
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2020 | 2019 | |||||||
| Net income (loss) attributable to parent company |
$ | (116 | ) | $ | 30 | |||
| Items impacting income before income taxes: |
||||||||
| Restructuring charges |
18 | 18 | ||||||
| Amortization |
8 | 8 | ||||||
| Strategic transaction expenses |
11 | 24 | ||||||
| Acquisition related inventory adjustments |
9 | |||||||
| Non-income tax legal judgment |
(6 | ) | ||||||
| Impairment of goodwill |
31 | |||||||
| Pension settlement charges |
258 | |||||||
| Write-off deferred financing costs |
5 | |||||||
| Loss on deal contingent forward |
13 | |||||||
| Other items |
(2 | ) | ||||||
| Items impacting income taxes: |
||||||||
| Net income tax expense on items above |
(11 | ) | (19 | ) | ||||
| Tax expense (benefit) attributable to utilization of federal tax credits, state tax law changes and valuation allowance adjustments |
23 | (94 | ) | |||||
|
|
|
|
|
|||||
| Adjusted net income |
$ | (31 | ) | $ | 239 | |||
|
|
|
|
|
|||||
| Diluted shares - as reported |
144.4 | 144.8 | ||||||
|
|
|
|
|
|||||
| Adjusted diluted shares |
144.4 | 144.8 | ||||||
|
|
|
|
|
|||||
| Diluted adjusted EPS |
$ | (0.21 | ) | $ | 1.65 | |||
2020 Second-quarter Earnings Conference Call July 30, 2020
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. Safe Harbor Statement
IntroductionCraig Barber Senior Director, Investor Relations and Strategic Planning Business ReviewJames Kamsickas Chairman and Chief Executive Officer Financial ReviewJonathan Collins Executive Vice President and Chief Financial Officer Agenda
Business Overview Reopening completed New electric truck program win Acquired EV software capabilities Hyliion partnership Ford Bronco reveal monthly sales progression $1.1 billion adjusted EBITDA ~Breakeven diluted adjusted EPS $(0.69) Second Quarter Results Key Highlights Pandemic Impact sales +83% +85% Sequential Growth
Return to Growth RE ENGAGE RESTART Operations and Manufacturing Customers Supply Chain Employees Launch Backlog RE NEW
New Business: European Electric Truck Dana’s 3rd Significant Electric Truck Program Major European manufacturer Multi-year program Launching in 2021 Complete Dana e-Powertrain: Electrodynamic components Complete vehicle integration Embedded software and controls Power Pack Battery Modules, Thermal Management, & Battery Management System e-Drive Electric Motor, Inverter, & Axle Power Cradle Electric Charger, Converter, & Auxiliaries e-Propulsion System e-Power System
Rational Motion Acquisition Electric vehicle system integration Embedded software Electric powertrain testing Hardware and software in the loop Battery simulation Electric vehicle in-house driver simulator Proven technical expertise in software, controls, integration, and engineering services for electric vehicles CAPABILITIES Centrally located in Europe 10+ years of expertise
Hyliion Partnership Converts a traditional 6x2 truck into a hybrid by adding a Dana e-Propulsion system including a Spicer electric rear axle Dana thermal management integrated in e-Power system High value proposition to fleets due to lower: Fuel costs Emissions Maintenance costs Dana has a strategic partnership and equity-linked investment Hybrid Electric: Class 8 Truck Application e-Propulsion System e-Power System
Ford Bronco Family c Off-Road Capabilities and Proven Durability 2021 Launch with Spicer® SmartConnect™ 2020 Launch with CV33 Joints
Financial Review
Near-term Financial Priorities See appendix for comments regarding the presentation of non-GAAP measures Actions taken to reduce inventory by $77 million in H1 as production demand declined due to shutdowns Through shutdown period, reduced hourly and salary labor costs and reduced operating costs inline with lower volumes Capital spending reductions continued in second quarter (~35%) YOY Temporary dividend suspension preserves additional flexibility Issued $500 million in new senior unsecured notes Terminated undrawn bridge facility Repaid $300 million drawn on revolver Significant progress on conserving cash and maximizing liquidity Maximized Liquidity Cash Balance1 $708 M Revolver Capacity $979 M Bridge Facility Terminated Q2 Liquidity $1.7 B 1 Available cash and marketable securities as of 6/30/2020 Conserved Cash Reduce Material Orders Flex Conversion Costs Scale Back Capital Spend Suspend Shareholder Dividend
2020 Q2 Financial Results See appendix for comments regarding the presentation of non-GAAP measures ($ in millions except EPS) Sales and profit declines due to production shutdowns associated with the global COVID-19 pandemic Lower diluted adjusted EPS primarily due to lower earnings Capital expenditures flexed down to lower rate while protecting new product launch capabilities Adj. FCF lower compared to prior year as lower profit was partially offset by lower working capital requirements, taxes, and capital spending Q2 ‘20 Q2 ‘19 Change Sales $1,078 $2,306 $(1,228) Adjusted EBITDA (5) 286 (291) Margin (0.5)% 12.4% (1,290) bps EBIT (112) (95) (17) Interest Expense, Net 30 31 (1) Income Tax Expense (Benefit) 34 (52) 86 Net Income (Loss) (attributable to Dana) (174) (68) (106) Diluted Adjusted EPS $(0.69) $ 0.87 $ (1.56) Operating Cash Flow (75) 73 (148) Capital Spending 58 92 (34) Adjusted Free Cash Flow (133) 43 (176) Changes from Prior Year Financial impact of COVID-19 pandemic shutdown in April
See appendix for comments regarding the presentation of non-GAAP measures Organic decline driven by global production shutdowns due to the COVID-19 pandemic Targeted cost management actions and a successful restart of operations helped mitigate margin impact Currency translation was a headwind to sales primarily due to the weakening of the Brazilian real, euro, and Chinese renminbi to the U.S. dollar Lower commodity costs modestly increased profit margins 12.4% 2020 Q2 Sales and Profit Changes Positive Change Negative Change Adjusted EBITDA Sales Quarter Decremental margin of 24% on lower production due to COVID-19 global pandemic 24% Decremental (0.5)% Flat
2020 Q2 Cash Flow 1 Includes costs associated with business acquisitions and divestitures and restructuring. 2 Changes in working capital relating to interest, taxes, restructuring, and transaction costs are included in those respective categories. 3Includes other financing and investing activities and affect of exchange rate changes on cash. See appendix for comments regarding the presentation of non-GAAP measures. Changes from Prior Year ($ in millions) Q2 ‘20 Q2 ‘19 Change Adjusted EBITDA $ (5) $ 286 $ (291) One-time Costs1 (10) (22) 12 Interest, net (47) (40) (7) Taxes (5) (39) 34 Working Capital / Other2 (8) (50) 42 Capital Spending (58) (92) 34 Adj. Free Cash Flow $ (133) $ 43 $ (176) Dividends - (15) 15 Acquisitions 2 (48) 50 Senior Notes Issuance 500 - 500 Revolver Repayment (300) - (300) All Other3 (3) (77) 74 Total Cash Flow $ 66 $ (97) $ 163 Lower Q2 adj. FCF driven by pandemic-related earnings decline Adj. FCF lower compared to prior year as lower profit was partially offset by lower working capital requirements, taxes, and capital spending No share repurchases or dividends paid in Q2 2020 Adj. FCF use was offset by the net proceeds of the senior unsecured notes issued in Q2
Business Outlook Strong light-truck demand Key vehicle inventories remain low N.A. and China seeing fastest recovery Class 8 demand soft; order rates improving Medium duty demand remains challenged Indian OEM production restarting slowly Agriculture equipment market outperforming Construction equipment demand remains weak China demand recovery accelerating Expect Q3 sequential sales growth of >50%; positive adj. EBITDA and adj. FCF Light Vehicle Market ➨ Commercial Vehicle Market Off-Highway Equipment Market ➨ ➨
Appendix
2020 Q2 Sales and Profit Change by Segment See appendix for comments regarding the presentation of non-GAAP measures 12.7% (9.5)% Positive Change Negative Change Segment EBITDA Sales Quarter Light Vehicle Drive Systems Commercial Vehicle Drive and Motion Systems Off-Highway Drive and Motion Systems Power Technologies 9.4% (4.0)% 15.3% 9.5% 10.4% (0.7)%
* Includes sales to system integrators for driveline products that support FCA vehicles Segment Profiles Performance Customer Sales Regional Sales $ Millions $ Millions $ Millions Light Vehicle Drive Systems Year to Date 6/30/2020 Commercial Vehicle Drive and Motion Systems Year to Date 6/30/2020 Off-Highway Drive and Motion Systems Year to Date 6/30/2020 Power Technologies Year to Date 6/30/2020 $ Millions Q2 Year to Date 2020 2019 2020 2019 Sales $337 $927 $1,145 $1,833 Segment EBITDA ($32) $118 $51 $220 EBITDA Margin (9.5)% 12.7% 4.5% 12.0% Q2 Year to Date 2020 2019 2020 2019 Sales $200 $437 $533 $868 Segment EBITDA $(8) $41 $13 $82 EBITDA Margin (4.0)% 9.4% 2.4% 9.4% Q2 Year to Date 2020 2019 2020 2019 Sales $401 $674 $933 $1,226 Segment EBITDA $38 $103 $110 $185 EBITDA Margin 9.5% 15.3% 11.8% 15.1% Q2 Year to Date 2020 2019 2020 2019 Sales $140 $268 $393 $542 Segment EBITDA $(1) $28 $29 $62 EBITDA Margin (0.7)% 10.4% 7.4% 11.4%
Diluted Adjusted EPS
Segment Data
Segment Data Continued
Cash Flow
Adjusted EBITDA is a non-GAAP financial measure which we have defined as net income before interest, income taxes, depreciation, amortization, equity grant expense, restructuring expense, non-service cost components of pension and other postretirement benefit costs and other adjustments not related to our core operations (gain/loss on debt extinguishment, pension settlements, divestitures, impairment, etc.). Adjusted EBITDA is a measure of our ability to maintain and continue to invest in our operations and provide shareholder returns. We use adjusted EBITDA in assessing the effectiveness of our business strategies, evaluating and pricing potential acquisitions and as a factor in making incentive compensation decisions. In addition to its use by management, we also believe adjusted EBITDA is a measure widely used by securities analysts, investors and others to evaluate financial performance of our company relative to other Tier 1 automotive suppliers. Adjusted EBITDA should not be considered a substitute for earnings before income taxes, net income or other results reported in accordance with GAAP. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. Diluted adjusted EPS is a non-GAAP financial measure which we have defined as adjusted net income divided by adjusted diluted shares. We define adjusted net income as net income attributable to the parent company, excluding any nonrecurring income tax items, restructuring charges, amortization expense and other adjustments not related to our core operations (as used in adjusted EBITDA), net of any associated income tax effects. We define adjusted diluted shares as diluted shares as determined in accordance with GAAP based on adjusted net income. This measure is considered useful for purposes of providing investors, analysts and other interested parties with an indicator of ongoing financial performance that provides enhanced comparability to EPS reported by other companies. Diluted adjusted EPS is neither intended to represent nor be an alternative measure to diluted EPS reported in accordance with GAAP. Free cash flow is a non-GAAP financial measure which we have defined as net cash provided by (used in) operating activities less purchases of property, plant and equipment. Adjusted free cash flow is a non-GAAP financial measure which we have defined as net cash provided by (used in) operating activities excluding discretionary pension contributions less purchases of property, plant and equipment. We believe these measures are useful to investors in evaluating the operational cash flow of the company inclusive of the spending required to maintain the operations. Free cash flow and adjusted free cash flow are not intended to represent nor be an alternative to the measure of net cash provided by (used in) operating activities reported in accordance with GAAP. Free cash flow and adjusted free cash flow may not be comparable to similarly titled measures reported by other companies. The accompanying financial information provides reconciliations of adjusted EBITDA, diluted adjusted EPS, free cash flow and adjusted free cash flow to the most directly comparable financial measures calculated and presented in accordance with GAAP. We have not provided a reconciliation of our adjusted EBITDA and diluted adjusted EPS outlook to the most comparable GAAP measures of net income (loss) and diluted EPS. Providing net income (loss) and diluted EPS guidance is potentially misleading and not practical given the difficulty of projecting event driven transactional and other non-core operating items that are included in net income (loss) and diluted EPS, including restructuring actions, asset impairments and certain income tax adjustments. The accompanying reconciliations of these non-GAAP measures with the most comparable GAAP measures for the historical periods presented are indicative of the reconciliations that will be prepared upon completion of the periods covered by the non-GAAP guidance. Non-GAAP Financial Information