EX-99.1 3 exhibit99.htm AUGUST 9 2ND QTR 2010 EARNINGS PRESS RELEASE exhibit99.htm
Exhibit 99.1


NEWS COPY INFORMATION CONTACT:
 Dee Johnson
FOR IMMEDIATE RELEASE (314) 719-1869

VIASYSTEMS ANNOUNCES SECOND QUARTER 2010 EARNINGS

ST. LOUIS, August 9, 2010 – Viasystems Group, Inc. (NASDAQ:VIAS), a leading provider of complex multi-layer printed circuit boards and electro-mechanical solutions, today announced earnings for the second quarter ended June 30, 2010.

Highlights

·  
Earnings per basic and diluted share increased to $0.33, and Adjusted EPS increased to $0.46 in the quarter ended June 30, 2010, on approximately 20 million average shares outstanding.
·  
Net sales grew to $239.4 million in the quarter, as previously announced on July 15, 2010.
·  
Operating income in the quarter improved to $18.6 million, or 7.8% sales.
·  
Adjusted EBITDA increased to $37.0 million, or 15.4% of sales.
·  
The book-to-bill ratio in the quarter was 1.06:1, as previously announced on July 15, 2010.

“Obviously, our global team is proud of our strong second quarter results,” said David M. Sindelar, Chief Executive Officer. “Sustained strong demand from our broad base of customers contributed not only to another quarter of sequential sales growth, but also to our improved profitability. And, having completed the majority of our remaining synergy projects during the quarter, we were able to achieve a partial offset of the increasing costs of materials and labor which we began to experience earlier this year.”

“Our telecommunications sector demand in the quarter appears to be well above the prevailing market advances following a modest start to the year,” added Sindelar, “while the significant growth experienced in our automotive and I&I sectors earlier this year have now leveled-off to the sustainable market growth trends. We believe that one of the benefits of participating in several end markets is the ability to participate in a broad variety of available growth opportunities.”

“Like most participants in the electronics industry, we are still hearing a lot of generic uncertainty in the market, but our order book has remained strong, and we have begun seeing longer term orders populate our backlog. Shortage of components being experienced by some customers, as well as by our own facilities, continues to keep upward pressure on materials costs and may also create a near-term limit to sequential growth potential until supply catches up with the sustained demand.”

 
 

 
Financial Results

The Company reported net sales of $239.4 million for the three months ended June 30, 2010, a 28.3% increase compared with the three months ended March 31, 2010, and a 98.6% increase compared with net sales during the second quarter of 2009. While the sequential and year-over-year increases are primarily attributable to the acquisition of Merix Corporation in mid-February 2010, the Company achieved another sequential quarter of pro forma organic growth on greater demand for the Company’s printed circuit boards and electro-mechanical solutions products.

Operating income was $18.6 million, or 7.8% of sales, and Adjusted EBITDA was $37.0 million, or 15.4% of sales, for the three months ended June 30, 2010. The second quarter’s operating income improved by more than $16 million over the $2.5 million operating income reported in the first quarter ended March 31, 2010, and increased more than $23 million compared to an operating loss reported in the same quarter last year. Adjusted EBITDA increased by 38.2%, and as a percent of sales increased more than 100bps, over the first quarter ended March 31, 2010. Improved sequential earnings resulted from favorable effects of increased sales volume together with elimination of redundant costs in connection with the Company’s merger, partially offsetting cost increases. A reconciliation of operating income to Adjusted EBITDA is provided at the end of this news release.

Net income of $7.1 million for the three months ended June 30, 2010, of which $6.5 million was attributable to common stockholders, resulted in $0.33 earnings per basic and diluted share. Excluding professional fees, severance and other costs incurred during the quarter related to the merger transaction and subsequent restructuring initiatives, Adjusted EPS was $0.46 for the three months ended June 30, 2010 compared to $0.08 Adjusted EPS in the prior quarter. A reconciliation of earnings per share to Adjusted EPS is provided at the end of this news release.
 
Segment Information

Net sales in the Company’s Printed Circuit Board segment for the second quarter were $195.7 million, a 30.0% increase over the first quarter. The increase was due in large part to the full-quarter inclusion of the Merix business acquired midway through the first quarter. Pro forma for the merger, organic sales grew nearly 2% sequentially in the segment on continued strength of demand in the automotive, telecommunications and I&I end markets.

Second quarter sales of the Company’s Assembly segment were $43.7 million, a 21.3% increase compared with the immediately preceding quarter. Telecommunications end market demand for the Company’s electro-mechanical products and services was the primary contributor to the sequential growth in the segment.

Cash and Working Capital

Cash and cash equivalents of $80.1 million on June 30, 2010 declined slightly from $81.1 million at the end of the prior quarter. Cash on hand, together with cash provided by operating activities of approximately $20.5 million during the three months ended June 30, 2010, was used to fund approximately $10.9 million of capital expenditures in the quarter and to reduce previously outstanding debt by approximately $10.5 million. The Company’s working capital metrics at June 30, 2010 remained consistent with historical trends.

During July 2010, the Company made its initial $16.9 million interest payment on the Senior Secured Notes due 2015, representing interest accrued from the issuance of the notes in November 2009. Interest on the notes thereafter is payable semi-annually in January and July. Also during July 2010, the Company completed the anticipated disposal of the dormant Hong Kong production facility acquired in the Merix merger. Net proceeds from the disposal were approximately $9.7 million.

Pro Forma Combined Sales

Merix Corporation’s prior fiscal year ended on May 30, 2009. Pro forma combined sales of $179.4 million for the period ended June 30, 2009 is composed of Viasystems’ sales for the three months ended June 30, 2009, plus Merix Corporation’s reported sales for the three months ended May 30, 2009. Pro forma combined sales of $228.6 million for the quarter ended March 31, 2010 are for the three months ended March 31, 2010 for all operations.

 
 

 
Use of Non-GAAP Financial Measures

In addition to condensed consolidated financial statements presented in accordance with U.S. GAAP, management uses certain non-GAAP financial measures, including “Adjusted EBITDA” and “Adjusted EPS.”

Adjusted EBITDA is not a recognized financial measure under U.S. GAAP, and does not purport to be an alternative to operating income or an indicator of operating performance. Adjusted EBITDA is presented to enhance an understanding of operating results and is not intended to represent cash flows or results of operations. The Board of Directors and management use Adjusted EBITDA primarily as an additional measure of operating performance for matters including executive compensation and competitor comparisons. The use of this non-GAAP measure provides an indication of the Company’s ability to service debt, and management considers it an appropriate measure to use because of the Company’s highly leveraged position.

Adjusted EBITDA has certain material limitations, primarily due to the exclusion of certain amounts that are material to the Company’s consolidated results of operations, such as interest expense, income tax expense, and depreciation and amortization. In addition, Adjusted EBITDA may differ from the Adjusted EBITDA calculations reported by other companies in the industry, limiting its usefulness as a comparative measure.

The Company uses Adjusted EBITDA to provide meaningful supplemental information regarding operating performance and profitability by excluding from EBITDA certain items that the Company believes are not indicative of its ongoing operating results or will not impact future operating cash flows, which include restructuring and impairment charges, stock compensation and costs associated with the acquisition of Merix.

In addition, because of the significance of the effects of special charges related to the Company’s recapitalization and merger, the Company uses a non-GAAP measure Adjusted EPS.  This measure is not a recognized financial measure under U.S. GAAP, does not purport to be an indicator of the Company’s financial performance, and might not be consistent with the measures used by other companies. Management believes this supplemental measure is useful in understanding the underlying trends of the business and analyzing the effects of certain events that are infrequent or unusual for the Company.

Adjusted EPS has certain material limitations, primarily due to the exclusion of certain amounts from earnings that are material to the Company’s consolidated results of operations, such as merger-related costs, restructuring charges, and certain other adjustments to net income, to arrive at net income attributable to common stockholders.
 
Investor Conference Call

Viasystems will broadcast live via internet an investor conference call at 11:00 a.m. Eastern Time today, August 9, 2010. The live listen-only audio of the conference call will be available at http://investor.viasystems.com. The live conference call will be available by telephone for professional investors and analysts by dialing (877) 640-9867 (toll free) or (914) 495-8546.

A telephonic replay of the conference call will be available for one week at (800) 642-1687 or (706) 645-9291. Replay listeners should enter the conference ID 89698539. The webcast replay will be available at http://investor.viasystems.com for an indefinite period.

Forward Looking Statements

Certain statements in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are made on the basis of the current beliefs, expectations and assumptions of the management of Viasystems regarding future events and are subject to significant risks and uncertainty. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Viasystems undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise. Actual results may differ materially from those expressed or implied. Such differences may result from a variety of factors, including but not limited to: legal or regulatory proceedings; any actions taken by the Company, including but not limited to, restructuring or strategic initiatives (including capital investments or asset acquisitions or dispositions); or developments beyond the Company’s control, including but not limited to, changes in domestic or global economic conditions, competitive conditions and consumer preferences, adverse weather conditions or natural disasters, health concerns, international, political or military developments, and technological developments. Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth under the heading “Item 1A. Risk Factors,” in the annual report on form 10-K filed by Viasystems with the SEC on February 25, 2010 and in Viasystems’ other filings made from time to time with the SEC and available at the SEC’s website, www.sec.gov.

About Viasystems

Viasystems Group, Inc. is a technology leader and a worldwide provider of complex multi-layer, printed circuit boards (PCBs) and electro-mechanical solutions (E-M Solutions). Its PCBs serve as the “electronic backbone” of electronic equipment, and its E-M Solutions products and services integrate PCBs and other components into electronic equipment, including metal enclosures, cabinets, racks and sub-racks, backplanes, cable assemblies and busbars. Viasystems’ 15,000 employees around the world serve more than 800 customers in the automotive, industrial and instrumentation, telecom, computer/datacom and military/aerospace end markets. For additional information about Viasystems, please visit the Company’s website at www.viasystems.com.

 
 

 

VIASYSTEMS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except per share amounts)
(Unaudited)


   
Three Months Ended
 
   
June 30,
2010
   
March 31,
2010
   
June 30,
2009
 
                   
Net sales
  $ 239,411     $ 186,640     $ 120,561  
Operating Expenses:
                       
Cost of goods sold, exclusive of items shown separately
     182,954        146,139        97,323  
Selling, general and administrative
    20,591       18,695       11,455  
Depreciation
    14,437       12,630       12,614  
Amortization
    450       370       299  
Restructuring and impairment
    2,415       6,309       3,847  
Operating income (loss)
    18,564       2,497       (4,977 )
Other expense (income):
                       
Interest expense, net
    7,424       8,902       8,167  
Amortization of deferred financing costs
    513       466       516  
Loss on early extinguishment of debt
          706        
Other, net
    (110 )     515       224  
Income (loss) before taxes
    10,737       (8,092 )     (13,884 )
Income taxes
    3,660       3,851       (1,020 )
Net income (loss)
  $ 7,077     $ (11,943 )   $ (12,864 )
                         
Less:
                       
Net income attributable to noncontrolling interest
  $ 537     $ 137     $  
Accretion of Redeemable Class B Senior Convertible preferred stock
             1,053        2,085  
Conversion of Mandatory Redeemable Class A Junior preferred stock
             29,717          
Conversion of Redeemable Class B Senior Convertible preferred stock
             105,021          
Net income (loss) attributable to common stockholders
  $ 6,540     $ (147,871 )   $ (14,949 )
                         
Basic earnings (loss) per share
  $ 0.33     $ (12.57 )   $ (6.19 )
Diluted earnings (loss) per share
  $ 0.33     $ (12.57 )   $ (6.19 )
Basic weighted average shares outstanding
    19,979,015       11,762,329       2,415,266  
Diluted weighted average shares outstanding
    19,982,252       11,762,329       2,415,266  
                         

See “notes to condensed consolidated financial statements” included in the Company’s Form 10-Q

 
 

 
VIASYSTEMS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)



   
June 30,
2010
   
March 31,
2010
   
December 31,
2009
 
   
(unaudited)
   
(unaudited)
       
ASSETS
                 
Current assets:
                 
Cash and cash equivalents
  $ 80,065     $ 81,074     $ 108,993  
Restricted cash
                105,734  
Accounts receivable, net
    165,010       154,893       89,512  
Inventories
    83,971       74,093       49,197  
Prepaid expenses and other
    22,093       18,123       11,388  
Property held for sale
    12,379       12,379        
Total current assets
    363,518       340,562       364,824  
Property, plant and equipment, net
    264,299       267,960       199,044  
Goodwill and other assets
    119,589       120,560       93,370  
Total assets
  $ 747,406     $ 729,082     $ 657,238  
                         
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
                       
Current liabilities:
                       
Current maturities of long-term debt
  $ 17,843     $ 27,798     $ 118,207  
Accounts payable
    154,226       143,064       90,661  
Accrued and other liabilities
    73,524       64,240       42,348  
Total current liabilities
    245,593       235,102       251,216  
Long-term debt, less current maturities
    214,427       214,642       212,673  
Other non-current liabilities
    52,415       52,037       34,226  
Mandatory redeemable Class A Junior preferred stock
                118,836  
Total liabilities
    512,435       501,781       616,951  
                         
Redeemable Class B Senior Convertible preferred stock
                98,327  
                         
Total stockholders’ equity (deficit)
    234,971       227,301       (58,040 )
Total liabilities and stockholders’ equity (deficit)
  $ 747,406     $ 729,082     $ 657,238  
                         

See “notes to condensed consolidated financial statements” included in the Company’s Form 10-Q


 
 

 
VIASYSTEMS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(dollars in thousands)
(Unaudited)



   
Six Months
Ended
   
Three Months
Ended
   
Six Months
Ended
 
   
June 30,
2010
   
March 31,
2010
   
June 30,
2009
 
                   
Net cash provided by (used in) operating activities
  $ 16,089     $ (4,384 )   $ 36,767  
                         
Cash flows from investing activities:
                       
Capital expenditures
    (20,405 )     (9,521 )     (9,279 )
Proceeds from disposals of property
    13             2,803  
Acquisition of Merix
    (35,326 )     (35,326 )      
Cash acquired in acquisition of Merix
    13,667       13,667        
Net cash used in investing activities
    (42,051 )     (31,180 )     (6,476 )
                         
Cash flows from financing activities:
                       
Repayments of borrowings under credit facilities
    (10,000 )           (3,500 )
Borrowings under credit facilities
    10,000       10,000        
Repayments of 2013 Notes
    (515 )            
Repayments of capital lease obligations
    (58 )     (26 )      
Financing and other fees
    (2,223 )     (2,159 )      
Repayment of 10.5% Senior Subordinated Notes
    (105,904 )     (105,904 )      
Change in restricted cash
    105,734       105,734        
Net cash (used in) provided by financing activities
    (2,966 )     7,645       (3,500 )
                         
Change in cash and cash equivalents
    (28,928 )     (27,919 )     26,791  
                         
Beginning cash
    108,993       108,993       83,053  
Ending cash
  $ 80,065     $ 81,074     $ 109,844  
                         

See “notes to condensed consolidated financial statements” included in the Company’s Form 10-Q



 
 

 
VIASYSTEMS GROUP, INC. AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
NET SALES AND BALANCE SHEET STATISTICS
(dollars in millions)


   
Three Months Ended
 
   
June 30, 2010
   
March 31, 2010
   
June 30, 2009
 
Reported external net sales by segment
                                   
Printed Circuit Boards (a)
  $ 195.7       82 %   $ 150.6       81 %   $ 77.7       64 %
Assembly
    43.7       18 %     36.0       19 %     39.3       33 %
Other
                            3.6       3 %
    $ 239.4       100 %   $ 186.6       100 %   $ 120.6       100 %

 
(a) Excludes approximately $42.0 sales by Merix Corporation from January 1, 2010 through February 16, 2010, and excludes $58.9 sales reported by Merix Corporation during second quarter 2009.



   
Percentage of Net Sales
   
Net Sales Increase (Decrease)
 
   
Three Months Ended
   
Sequential:
   
Year/Year:
 
   
June 30
   
March 31,
   
June 30
   
2Q10 vs
   
2Q10 vs
 
   
2010
   
2010
   
2009
      1Q10       2Q09  
Pro forma combined net sales by end market
                                 
Automotive
    35 %     35 %     30 %     2 %     53 %
Telecom
    25 %     22 %     32 %     18 %     5 %
I&I and Other
    23 %     24 %     22 %     3 %     42 %
Computer/Datacom
    13 %     14 %     11 %     (5 %)     51 %
Military/Aerospace
    4 %     5 %     5 %     (2 %)     21 %
      100 %     100 %     100 %     5 %     33 %



      2Q10       1Q10       4Q09       3Q09       2Q09  
Working capital metrics
                                       
Days’ sales outstanding
    62.0       61.0       61.3       57.4       59.4  
Inventory turns
    8.8       9.7       8.3       7.7       7.9  
Days’ payables outstanding
    75.8       71.5       80.1       74.2       67.7  
Cash cycle (days)
    27.5       26.5       24.7       30.2       37.2  



 
 

 
VIASYSTEMS GROUP, INC. AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
RECONCILIATION OF OPERATING INCOME (LOSS)
TO ADJUSTED EBITDA
(dollars in millions)
(Unaudited)


   
Three Months Ended
 
   
June 30
2010
   
March 31
2010
   
June 30
2009
 
                   
Operating income (loss)
  $ 18.6     $ 2.5     $ (5.0 )
Add-back:
                       
Depreciation and amortization
    14.9       13.0       12.9  
Restructuring and impairment
    2.4       6.3       3.8  
Non-cash stock compensation expense
    0.3       0.1       0.2  
Costs relating to the merger
    0.8       4.8       1.4  
Adjusted EBITDA
  $ 37.0     $ 26.7     $ 13.3  
                         

See “management’s discussion and analysis of financial condition and results of operations” included in the Company’s Form 10-Q


 
 

 
VIASYSTEMS GROUP, INC. AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
RECONCILIATION OF BASIC AND DILUTED EARNINGS PER SHARE
(dollars in thousands, except per share amounts)
(Unaudited)


   
Three Months Ended June 30, 2010
 
   
As
Reported
 
Special
Items
   
Non-GAAP
Adjusted
 
                 
Net sales
  $ 239,411   $     $ 239,411  
Operating Expenses:
                     
Cost of goods sold, exclusive of items shown separately
     182,954              182,954  
Selling, general and administrative
    20,591     788
(a)
    19,803  
Depreciation
    14,437           14,437  
Amortization
    450           450  
Restructuring and impairment
    2,415     2,415
(b)
     
Operating income
    18,564             21,767  
Other expense (income):
                     
Interest expense, net
    7,424           7,424  
Amortization of deferred financing costs
    513           513  
Other, net
    (110 )         (110 )
Income before taxes
    10,737             13,940  
Income taxes
    3,660     490
(c)
    4,150  
Net income
  $ 7,077           $ 9,790  
                       
Less: Net income attributable to noncontrolling interest
  $ 537         $ 537  
Net income attributable to common stockholders
  $ 6,540           $ 9,253  
                       
Basic earnings per share
  $ 0.33           $ 0.46  
Diluted earnings per share
  $ 0.33           $ 0.46  
Basic weighted average shares outstanding
    19,979,015           19,979,015  
Diluted weighted average shares outstanding
    19,982,252           19,982,252  
                       

(a)
Represents expenses recorded during the three months ended June 30, 2010 to adjust the Company’s estimate of professional fees and other costs incurred in connection with the acquisition of Merix.

(b)
Represents severance and other contractual costs recorded during the three months ended June 30, 2010 related to initiatives to reduce operating costs of the combined Viasystems and Merix companies.

(c)
Represents estimated income tax effects of (a) and (b) above.