FY 2017 First Quarter Earnings Call

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Adient

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#1FY 2017 First Quarter Earnings Call February 3, 2017 NT ADIENT Improving the experience of a world in motion#2Forward looking statement ADIENT Adient has made statements in this document that are forward-looking and, therefore, are subject to risks and uncertainties. All statements in this document other than statements of historical fact are statements that are, or could be, deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In this document, statements regarding Adient's future financial position, sales, costs, earnings, cash flows, other measures of results of operations, capital expenditures or debt levels and plans, objectives, outlook, targets, guidance or goals are forward-looking statements. Words such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," "should," "forecast," "project" or "plan" or terms of similar meaning are also generally intended to identify forward-looking statements. Adient cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond Adient's control, that could cause Adient's actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, risks related to: the ability of Adient to meet debt service requirements, the ability and terms of financing, general economic and business conditions, the strength of the U.S. or other economies, automotive vehicle production levels, mix and schedules, energy and commodity prices, the availability of raw materials and component products, currency exchange rates, and cancellation of or changes to commercial arrangements. A detailed discussion of risks related to Adient's business is included in the section entitled "Risk Factors" in Adient's Annual Report on Form 10-K for the fiscal year ended September 30, 2016 filed with the SEC on November 29, 2016 and available at www.sec.gov. Potential investors and others should consider these factors in evaluating the forward-looking statements and should not place undue reliance on such statements. The forward-looking statements included in this document are made only as of the date of this document, unless otherwise specified, and, except as required by law, Adient assumes no obligation, and disclaims any obligation, to update such statements to reflect events or circumstances occurring after the date of this document. In addition, this document includes certain projections provided by Adient with respect to the anticipated future performance of Adient's businesses. Such projections reflect various assumptions of Adient's management concerning the future performance of Adient's businesses, which may or may not prove to be correct. The actual results may vary from the anticipated results and such variations may be material. Adient does not undertake any obligation to update the projections to reflect events or circumstances or changes in expectations after the date of this document or to reflect the occurrence of subsequent events. No representations or warranties are made as to the accuracy or reasonableness of such assumptions or the projections based thereon. This document also contains non-GAAP financial information because Adient's management believes it may assist investors in evaluating Adient's on-going operations. Adient believes these non-GAAP disclosures provide important supplemental information to management and investors regarding financial and business trends relating to Adient's financial condition and results of operations. Investors should not consider these non-GAAP measures as alternatives to the related GAAP measures. A reconciliation of non- GAAP measures to their closest GAAP equivalent is included in the appendix. Reconciliations of non-GAAP measures related to FY2017 guidance have not been provided due to the unreasonable efforts it would take to provide such reconciliations. Q1 2017 Earnings / February 2017 2 Adient - Improving the experience of a world in motion#3Agenda Introduction Mark Oswald Executive Director, Global Investor Relations First quarter highlights Bruce McDonald Chairman and Chief Executive Officer Financial review Jeffrey Stafeil Executive Vice President and Chief Financial Officer Q&A Q1 2017 Earnings / February 2017 Adient - Improving the experience of a world in motion ADIENT#4Highlights > Completed separation from Johnson Controls International; began trading on NYSE under the symbol "ADNT" > Strong acceptance of ADNT's investment thesis: - Leading and strengthening market position ADNT LISTED DO 00 - - Earnings growth (~200 bps margin improvement expected in mid-term) Proven record of generating substantial cash flow 5,000 21,500 54,144 Balance Sheet ADIENT ADIENT NYSE > Strong Q1 results delivered earnings growth and margin expansion Adjusted EBIT increased 14% to $290M (margin of 7.2%, up ~120 bps) 1 Adjusted EPS increased 13% to $2.12 1 Cash and cash equivalents of $709M at 12/31/16; gross debt and net debt of $3,461M and $2,752M, respectively, at 12/31/16 1 Q1 2017 Earnings / February 2017 4 Adient - Improving the experience of a world in motion 1 - On an adjusted basis, which includes certain pro forma adjustments for FY16; see appendix for detail and reconciliation to U.S. GAAP#5Highlights > Leading market position has continued to strengthen: - - Three-year Seating backlog (2017-2019) increased to $2.4B Three-year YFAI backlog (2017-2019) increased to $2.3B - Announced RECARO commercial vehicle seating contract with MAN Truck & Bus AG 5 Q1 2017 Earnings / February 2017 Adient - Improving the experience of a world in motion ADIENT 11 > Showcased how innovation will be a significant driver of our global growth at the NAIAS: - Al17 automated driving seat system (designed for level-3 and level-4 automated driving systems) YFAI XIM autonomous vehicle interior > Continue to make growth investments; opened West-Coast office#6FY17 Q1 key product launches ADIENT ADI Strengthening our leading position across customers, segments, and regions... BMW 5 Series Czech Republic Ford P375 Thailand Skoda Kodiaq Czech Republic Honda 2SK Malaysia Tata Kite 05 India VW Audi Q2 VW Cross Blue Romania United States Q1 2017 Earnings / February 2017 6 Adient - Improving the experience of a world in motion مجید محمود#7Current operating environment > Global production outlook improving 7 - Q2 headwinds in U.S. and uncertainties in China ADIENT > Rising commodity prices and strong USD are headwinds > Longer-term uncertainties with new U.S. administration. > Margin expansion initiatives ahead of schedule > Strong growth in unconsolidated joint ventures > Growth initiatives gaining momentum - - Backlog growth Adjacent market opportunities. > Pleased with cash performance We are confident in our ability to deliver our 2017 commitments Q1 2017 Earnings / February 2017 Adient - Improving the experience of a world in motion#8FINANCIAL REVIEW FY2017 First Quarter Q1 2017 Earnings / February 2017 Adient - Improving the experience of a world in motion ADIENT#9FY2017 Q1 Key Financials $ millions, except per share data As Reported ✓ADIENT As Adjusted 1 FY17 Q1 FY16 Q1 ant FY17 Q1 FY16 Q1 Reported revenue B/(W) $ 4,038 $ 4,233 $ 252 865 4,038 $ EBIT 4,233 -5% $ 100 23 234 $ 209 $ 297 Margin $290 $ 255 +14% 5.8% 4.9% 7.2% 6.0% 23 EBITDA B N/A N/A SA $ 377 $ 5 3.71 338 Margin +12% 57 71.7 9.3% 8.0% 38 321,3 Memo: Equity Income 2 $ 101 $ 94 $ 106 $ 99 62 6275 Tax Expense +7% $ 28 $ 53 ,95 929 206 $ ETR 34 $ 30 14.1% 25.6% 5,01 136 05 13.3% 13.3% Net Income $ 8,67 53 57 149 $ 137 $ 199 $ 175 50,52 1 607 4 EPS Diluted +14% $ 1.59 $ 1.46 $ $2.12 D$ 1.87 +13% 1.15 7 9 Q1 2017 Earnings / February 2017 1- On an adjusted basis, which includes certain pro forma adjustments for FY16; see appendix for detail and reconciliation to U.S. GAAP 2 Equity income included in EBIT & EBITDA Adient - Improving the experience of a world in motion#10Revenue - consolidated & unconsolidated > Consolidated sales challenged in the near-term resulting from capital constraints in prior years (pre-2016) - Volume and FX headwinds primary drivers of y-o-y decrease > Strong growth expected in ADNT's unconsolidated JVs Unconsolidated Seating 10 Unconsolidated Interiors $2,323 M $2,218 M $2,075 M Year-over-year growth $2,106 M + 7% + 13% Excl. FX FY17 Q1 FY 16 Q1 Q1 2017 Earnings / February 2017 Adient - Improving the experience of a world in motion FY17 Q1 FY16 Q1 Yanfeng Global Automotive Interiors $ in Millions $4,233 Consolidated sales ADIENT $8 $4,038 ($164) ($39) Q1FY16 Volume FX Other Q1FY17 Regional Performance (consolidates sales y-o-y growth by region) Reported Adjusted¹ Year-over-year FY17 Q1 FY17 Q1 growth N. America -7% -7% - 9% Europe -9% -5% - 3% Excl. FX S. America 19% 14% Asia & China 17% 15% 1 Growth rates at constant foreign exchange#11Adjusted-EBIT > Adj-EBIT expanded to $290M, up $35M y-o-y > Primary drivers: -SG&A improvement reflecting the benefits of restructuring actions and lower corporate expenses - Improved operational results -Increase in equity income > Material economics (steel) and FX partially offset the overall $ in Millions $255 6.0% improvements $25 $17 $12 ($19) ADIENT $290 7.2% Q1 FY16 SG&A (excl. eng.) Operational Performance Equity Income FX/Commodities Q1 FY17 On an adjusted basis, which include certain pro forma adjustments for FY16; see appendix for detail and reconciliation to U.S. GAAP Q1 2017 Earnings / February 2017 11 Adient - Improving the experience of a world in motion#12Cash and capital structure summary 12 ADIENT > Cash and cash equivalents of $709M at December 31, 2016 - - Capital expenditures totaled $207M in FY17 Q1 compared to $108M a year ago. At December 31, 2016, total gross debt and net debt of $3,461M and $2,752M, respectively - Net leverage at December 31, 2016 of 1.76x, down from 1.95x at September 30, 2016 Capitalization detail ($ in millions) $ Amount Coupon Cash & cash equivalents $709 Revolving credit facility ($1.5B) due 2021 Term loan A due 2021 1,500 LIBOR +175 > Near-term capital deployment plan on-track - Reinvest in the business for growth (profitable growth) Senior unsecured notes (EUR) due 2024 Senior unsecured notes (USD) due 2026 Other debt 1,052 3.500% 900 4.875% 51 Debt issuance cost (42) - Rapid de-leveraging Establish quarterly dividend in-line with peers (H2FY17) Total debt $3,461 Net debt1 $2,752 Q1 2017 Earnings / February 2017 Adient - Improving the experience of a world in motion 1 See appendix for detail and reconciliation to U.S. GAAP#13Looking forward: FY2017 guidance 13 Status Revenue $16.8 to $17.0 billion ADJ. EBIT $1.15 to $1.2 billion (Incl. $400 million of E.I.) Depreciation & Amortization $400 million Interest Expense $145 million Effective 10 to 12% Tax Rate $400 million of equity income excludes $20 million purchase accounting amortization related to YFAI Mid-to-high teens on consolidated ops; equity income (~ 40% of net income) is shown net of tax on financials ADJ. Net Income $850 to $900 million Capital Expenditures $545 to $575 million Free Cash Flow $250 million Reconciliations of non-GAAP measures related to FY2017 guidance have not been provided due to the unreasonable efforts it would take to provide such reconciliations Q1 2017 Earnings / February 2017 Adient - Improving the experience of a world in motion ADIENT#14Adient's Key Investment Thesis ADIENT MARKET POSITION > Broadest and most complete range of seating products Unparalleled customer diversity-market leadership in North America, Europe and China (unique and longstanding position in China through JV structure); support all major automakers (190+ active platforms) EARNINGS GROWTH > Lean and improving cost structure (targeting restructuring actions in process) Upward trend in profitability expected to continue; ~200 bps margin improvement expected over the mid- term CASH GENERATION Proven record of generating substantial cash flow > Cash generation will enable Adient to transition from a levered company to an investment grade company while enhancing shareholder value through a competitive dividend Cash generation will support Adient's profitable growth strategy (organic & inorganic)#15APPENDIX AND FINANCIAL RECONCILIATIONS Adient/Q1 2017 Earnings / 2-3-17 FY2017 First Quarter 4 S ADIENT#16Non-GAAP financial measurements ADIENT > > > > Adjusted EBIT, Adjusted EBIT margin, Pro-forma adjusted EBIT, Pro-forma adjusted EBIT margin, Pro-forma adjusted EBITDA, Adjusted effective tax rate, Adjusted net income attributable to Adient, Pro-forma adjusted net income attributable to Adient, Adjusted earnings per share, Free cash flow, Net debt, Net leverage as well as other measures presented on an adjusted basis are not recognized terms under GAAP and do not purport to be alternatives to the most comparable GAAP amounts. Since all companies do not use identical calculations, our definition and presentation of these measures may not be comparable to similarly titled measures reported by other companies. Adjusted EBIT, Adjusted EBIT margin, Pro-forma adjusted EBIT, Pro-forma adjusted EBIT margin, Pro-forma adjusted EBITDA, Adjusted effective tax rate, Adjusted net income attributable to Adient, Pro-forma adjusted net income attributable to Adient, Adjusted earnings per share and Free cash flow are measures used by management to evaluate the operating performance of the company and its business segments to forecast future periods. - Adjusted EBIT is defined as income before income taxes and noncontrolling interests excluding net financing charges, restructuring, impairment and related costs, purchase accounting amortization, transaction gains/losses, expenses associated with becoming an independent company, other significant non-recurring items, and net mark-to-market adjustments on pension and postretirement plans. General corporate and other overhead expenses are allocated to business segments in determining Adjusted EBIT. Adjusted EBIT margin is Adjusted EBIT as a percentage of net sales. Pro-forma adjusted EBIT is defined as Adjusted EBIT excluding pro-forma IT dis-synergies as a result of higher stand-alone IT costs as compared to allocated IT costs under our former parent. Pro-forma adjusted EBIT margin is Pro-forma adjusted EBIT as a percentage of net sales. Pro-forma adjusted EBITDA is defined as Pro-forma adjusted EBIT excluding depreciation and stock based compensation. - Adjusted effective tax rate is defined as adjusted income tax provision as a percentage of adjusted income before income taxes. - - - Adjusted net income attributable to Adient is defined as net income attributable to Adient excluding restructuring, impairment and related costs, purchase accounting amortization, transaction gains/losses, Becoming Adient/separation costs, other significant non-recurring items, net mark-to-market adjustments on pension and postretirement plans, and the tax impact of these items. Pro-forma adjusted net income attributable to Adient is defined as Adjusted net income attributable to Adient excluding pro-forma IT dis-synergies as a result of higher stand- alone IT costs as compared to allocated IT costs under our former parent, pro-forma interest expense that Adient would have incurred had it been a stand-alone company, the tax impact of these items and the pro-forma impact of the tax rate had Adient been operating as a stand-alone company domiciled in its current jurisdiction. Free cash flow is defined as cash from operating activities plus payments from our former parent (related to reimbursements for cash management actions and capital expenditures), less capital expenditures. Management uses these measures to evaluate the performance of ongoing operations separate from items that may have a disproportionate impact on any particular period. These measures are also used by securities analysts, institutional investors and other interested parties in the evaluation of companies in our industry Net debt is calculated as gross debt less cash and cash equivalents. Net leverage is calculated as net debt divided by last twelve months (LTM) pro-forma adjusted-EBITDA. Q1 2017 Earnings / February 2017 16 Adient - Improving the experience of a world in motion#17Non-GAAP reconciliations EBIT, Pro-forma Adjusted EBIT, Pro-forma Adjusted EBITDA (in $ millions) FY16 Actual Last Twelve Months Ended Q4 FY15 Q1 FY16 Q2 FY16 Q3 FY16 Q4 FY16 Actual Q1 FY17 Actual Jun '16 Actual Sep '16 Actual Dec '16 Net income attributable to Adient $ (116) $ 137 $ (779) $ (14) $ (877) $ 149 $ (772) $ (1,533) $ (1,521) Income attributable to noncontrolling interests Income Tax Provision 13 17 23 21 23 22 74 84 89 284 53 838 136 812 28 1,311 1,839 1,814 Financing Charges 1 2 4 2 14 35 9 22 55 Earnings before interest and income taxes $ 182 $ 209 $ 86 $ 145 $ (28) $ 234 $ 622 $ 412 $ 437 Becoming Adient/separation costs (1) 60 60 72 122 115 41 254 369 350 (2) Purchase accounting amortization 9 9 10 9 9 10 37 37 38 Restructuring related charges (3) 4 4 3 3 4 5 14 14 15 (4) Other items (7) (21) (35) (22) (1) . (85) (79) (58) (6) Restructuring and impairment costs 182 169 1 75 88 426 332 332 (7) Pension mark-to-market 60 110 6 110 110 Gain on business divestiture Adjusted EBIT (137) (137) $ 239 $ 261 $ 305 $ 332 $ 297 $ 290 1,137 1,195 1,224 Pro-forma IT dis-synergies (5) (6) (6) (7) (6) (7) (25 (26) (20) Pro-forma adjusted EBIT $ 233 $ 255 $ 298 $ 326 $ 290 $ 290 $ 1,112 $ 1,169 $ 1,204 Stock based compensation Depreciation (4) 77 1 5 14 8 4 16 28 31 82 81 77 87 83 317 327 328 Pro-forma adjusted EBITDA $ 306 $ 338 $ 384 $ 417 $ 385 $ 377 $ 1,445 $ 1,524 $ 1,563 1. Reflects incremental/non-recurring expenses associated with becoming an independent company and expenses associated with the separation from JCI. 2. Reflects amortization of intangible assets including those related to the YFAI joint venture recorded within equity income. ADIENT 3. Reflects restructuring related charges for costs that are directly attributable to restructuring activities, but do not meet the definition of restructuring under ASC 420. 4. Reflects a first quarter 2016 $13 million favorable commercial settlement, second quarter 2016 $22 million favorable settlements from prior year business divestitures and a $6 million favorable legal settlement, and a third quarter 2016 $14 million favorable legal settlement. Also reflected is a multi- employer pension credit associated with the removal of costs for pension plans that remained with JCI in the amount of $8 million, $7 million, $8 million and $1 million in the first, second, third and fourth quarters of 2016. 5. Pro-forma amounts include IT dis-synergies as a result of higher stand-alone IT costs as compared to allocated IT costs under JCI, interest expense that Adient would have incurred had it been a stand-alone company and the impact of the tax rate had Adient been operating as a stand-alone company domiciled in its current jurisdiction. 6. Reflects qualified restructuring charges for costs that are directly attributable to restructuring activities and meet the definition of restructuring under ASC 420. 7. Reflects net mark-to-market adjustments on pension and postretirement plans. 17#18Non-GAAP reconciliations Adjusted Net Income Adjusted Net Income Three Months Ended December 31 ADIENT Adjusted Diluted EPS Three Months Ended December 31 2016 2015 (in $ millions) 2016 2015 (in $ millions) Net income attributable to Adient $ 149 $ 137 Diluted earnings per share as reported $ 1.59 $ 1.46 (1) Becoming Adient/separation costs 41 60 Becoming Adient/separation costs (1) 0.44 0.64 (2) Purchase accounting amortization (2) 10 9 Purchase accounting amortization 0.10 0.09 (3) Restructuring related charges (3) 5 4 Restructuring related charges 0.05 0.04 (4) Other items (21) Other items (4) (0.22) Tax impact of above adjustments and one time tax items Adjusted net income attributable to Adient (6) (3) Tax impact of above adjustments and one time tax items (0.06) (0.03) $ 199 $ 186 Adjusted diluted earnings per share 2.12 1.98 Pro-forma IT dis-synergies (5) Pro-forma net financing charges (5) (6) Pro-forma IT dis-synergies (5) (0.06) (31) Pro-forma net financing charges (5) (0.33) Tax impact of above pro-forma adjustments 5 Tax impact of above pro-forma adjustments 0.05 Pro-forma effective tax rate adjustment (5) 21 Pro-forma adjusted net income attributable to Adient $ 199 $ 175 Pro-forma effective tax rate adjustment Pro-forma adjusted diluted earnings per share (5) 0.23 2.12 1.87 1. Reflects incremental/non-recurring expenses associated with becoming an independent company and expenses associated with the separation from JCI. 2. Reflects amortization of intangible assets including those related to the YFAI joint venture recorded within equity income. 3. Reflects restructuring related charges for costs that are directly attributable to restructuring activities, but do not meet the definition of restructuring under ASC 420. 4. Reflects a first quarter 2016 $13 million favorable commercial settlement, second quarter 2016 $22 million favorable settlements from prior year business divestitures and a $6 million favorable legal settlement, and a third quarter 2016 $14 million favorable legal settlement. Also reflected is a multi-employer pension credit associated with the removal of costs for pension plans that remained with JCI in the amount of $8 million, $7 million, $8 million and $1 million in the first, second, third and fourth quarters of 2016. 5. Pro-forma amounts include IT dis-synergies as a result of higher stand-alone IT costs as compared to allocated IT costs under JCI, interest expense that Adient would have incurred had it been a stand-alone company and the impact of the tax rate had Adient been operating as a stand-alone company domiciled in its current jurisdiction. 18#19Non-GAAP reconciliations Free Cash Flow, Net Debt, and Adjusted Equity Income Free Cash Flow Three Months Ended December 31 2016 2015 (in $ millions) ADIENT Net Debt and Net Leverage December 31, 2016 September 30, 2016 (in $ millions) (1) Operating cash flow $ (13) $ 90 Cash $ 709 $ 550 (2) Less: Capital expenditures (207) (108) Total Debt 3,461 3,521 Cash from former parent 228 Net Debt $ 2,752 $ 2,971 Free cash flow $ 8 $ (18) Pro-forma adjusted EBITDA (last twelve months) 1,563 1,524 Net Leverage 1.76 x 1.95 x (in $ millions) Adjusted Equity Income Three Months Ended December 31 2016 2015 Equity income as reported $ 101 $ 94 (3) Purchase accounting amortization Adjusted equity income 5 5 $ 106 $ 99 1. Cash at September 30, 2016 is pro-forma cash based on the preliminary funding of Adient's opening cash balance on October 31, 2016. 2. Total debt at September 30, 2016 has been revised to include debt issuance costs as a reduction of the carrying amount of the debt in accordance with ASU 2015-03, which was adopted retrospectively by the company in Q1 2017. 3. Reflects amortization of intangible assets including those related to the YFAI joint venture recorded within equity income. 19#20Non-GAAP reconciliations Adjusted Income before Income Taxes (in $ millions) As reported Adjustments, including prior year pro-forma impacts As adjusted * Measure not meaningful Adjusted Income before Income Taxes Three Months Ended December 31 2016 2015 Income before Effective tax Income Taxes Tax impact rate Income before Income Taxes Tax impact Effective tax rate $ 199 $ 28 14.1% $ 207 $ 53 25.6% 56 6 10.7% 15 (23) $ 255 $ 34 13.3% $ 222 $ 30 13.3% ADIENT 20#21Prior Period Results FY16 Actual Last Twelve Months Ended (in $ millions) Actual Q4 FY15 Actual Actual Q1 FY16 Q2 FY16 Q3 FY16 Q4 FY16 Q1 FY17 Jun '16 Actual Sep '16 Actual Dec '16 Sales $ 4,162 $ 4,233 $ 4,298 Adjusted EBIT 233 255 298 $ 4,362 326 $ 3,944 $ 4,038 $ 17,055 $ 16,837 $ 16,642 290 % of Sales 5.60% 6.02% 6.93% 7.47% 7.35% 290 7.18% 1,112 1,169 1,204 6.52% 6.94% 7.23% Adjusted EBITDA 306 338 384 417 385 377 1,445 1,524 1,563 % of Sales 7.35% 7.98% 8.93% 9.56% 9.76% 9.34% 8.47% 9.05% 9.39% Adj Equity Income 75 99 82 94 102 106 350 377 384 Adj EBIT Excl Equity 158 156 216 232 188 184 762 792 820 % of Sales 3.80% 3.69% 5.03% 5.32% 4.77% 4.56% 4.47% 4.70% 4.93% Adj EBITDA Excl Equity 231 239 302 323 283 271 1,095 1,147 1,179 % of Sales 5.55% 5.65% 7.03% 7.40% 7.18% 6.71% 6.42% 6.81% 7.08% ADIENT 21

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