UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 2, 2012
VISTEON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 1-15827 | 38-3519512 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
One Village Center Drive, Van Buren Township, Michigan | 48111 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (800)-VISTEON
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 2 FINANCIAL INFORMATION
Item 2.02. Results of Operations and Financial Condition.
On May 2, 2012, the registrant issued a press release regarding its financial results for the first quarter 2012. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
SECTION 7 REGULATION FD
Item 7.01. Regulation FD Disclosure.
See Item 2.02. Results of Operations and Financial Condition above.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
Exhibit No. |
Description | |
99.1 | Press release dated May 2, 2012. |
- 2 -
SIGNATURE
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.
VISTEON CORPORATION | ||||||
Date: May 2, 2012 | By: | /s/ Michael J. Widgren | ||||
Michael J. Widgren | ||||||
Vice President, Corporate Controller and Chief Accounting Officer |
- 3 -
EXHIBIT INDEX
Exhibit No. |
Description |
Page | ||
99.1 | Press release dated May 2, 2012. |
- 4 -
Exhibit 99.1
NEWS RELEASE |
![]() |
Visteon Announces First-Quarter 2012 Results
First Quarter Financial Summary
| Sales of $1.72 billion |
| Net loss of $29 million, includes $63 million of restructuring and related costs |
| Adjusted EBITDA of $150 million |
| Cash from operations of $19 million, up $69 million year-over-year |
| Cash balances of $721 million; total debt of $596 million |
VAN BUREN TOWNSHIP, Mich., May 2, 2012 Visteon Corporation (NYSE: VC) today announced first-quarter 2012 results, reporting a net loss of $29 million, or $0.56 per diluted share, which includes $63 million of restructuring and related costs, on sales of $1.72 billion, compared with $1.85 billion in the first quarter of 2011. Cash provided from operating activities was $19 million for the first quarter of 2012, an improvement of $69 million compared with the same period a year earlier. First quarter cash flow included $41 million of restructuring related cash payments primarily associated with a facility closure.
Hyundai-Kia accounted for approximately 32 percent of Visteons first-quarter product sales, with Ford Motor Company accounting for 26 percent, Renault-Nissan 10 percent and PSA Peugeot-Citroën 5 percent. On a regional basis, Asia accounted for 43 percent of total product sales up from 42 percent a year earlier while Europe represented 36 percent, North America 16 percent and South America 5 percent.
To deliver improving returns, we are investing in and winning new business in our climate and electronics businesses, said Donald J. Stebbins, chairman, chief executive officer and president. We are committed to increasing customer and shareholder value in the growing worldwide automotive industry. We will do so with a strong balance sheet, innovative Visteon technology and with one of the strongest global manufacturing and engineering footprints in the automotive supplier industry.
The deconsolidation of a Korean Interiors joint venture from the companys financial statements lowered sales on a year-over-year basis by $114 million. Unfavorable currency of $33 million and customer pricing were partially offset by higher production volumes and new business.
Gross margin for the first quarter of 2012 was $134 million, compared with $143 million a year earlier. Gross margin decreased $9 million year-over-year, reflecting unfavorable currency and product mix, partially offset by positive cost performance. Selling, general and administrative (SG&A) expense of $91 million for the first quarter of 2012 decreased $5 million, to 5.3 percent of product sales.
During the first quarter of 2012, Visteon recognized $42 million of equity in the net income of non-consolidated affiliates, compared with $44 million in the first quarter of 2011. Visteons 50 percent-owned affiliate, Yanfeng Visteon Automotive Trim Systems Ltd. (YFV), and related affiliate interests contributed $40 million in equity income. On a U.S. GAAP basis, YFVs first-quarter 2012 sales totaled $793 million, compared with $720 million a year earlier a 10 percent increase.
For the first quarter of 2012, the company reported a net loss of $29 million, or $0.56 per diluted share, which included $63 million of costs associated with restructuring and related activities. This compares with net income of $39 million for the same period in 2011. Adjusted EBITDA (a non-GAAP financial measure, as defined below) for the first quarter of 2012 was $150 million, compared with $160 million for the same period a year earlier. On a year-over-year basis, decreases in adjusted EBITDA from unfavorable product mix, currency, and equity in the net income of non-consolidated affiliates were offset by net cost performance.
Cash and Debt Balances
As of March 31, 2012, Visteon had global cash balances of $721 million, including $25 million of restricted cash. Total debt was $596 million as of March 31, 2012.
Visteon generated $19 million in cash from operations in the first quarter of 2012, an improvement of $69 million over the same period a year earlier, when $50 million in cash was used. Free cash flow (a non-GAAP financial measure, as defined below) improved $71 million in the first quarter of 2012 compared with the same quarter in 2011.
Updated Sales and Earnings Guidance for 2012
Visteon adjusted its sales and earnings guidance for full year 2012 to reflect discontinued operations associated with the companys lighting business and to give full effect to the sale of Grace Lake Corporate Center in Van Buren Township, Mich. Based on these adjustments, the company currently expects full-year 2012 product sales in the range of $6.6 billion to $7.0 billion and adjusted EBITDA in the range of $620 million to $660 million. Free cash flow is expected to be in the range of $5 million to $30 million.
Visteon is a leading global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers. With corporate offices in Van Buren Township, Mich. (U.S.); Shanghai, China; and Chelmsford, UK; the company has facilities in 27 countries and employs approximately 25,000 people. Learn more at www.visteon.com.
Conference Call and Presentation
Today, Wednesday, May 2. At 8:30 a.m. EDT, the company will host a conference call for the investment community to discuss the results and other related matters. The conference call is available to the general public via a live audio webcast. The dial-in numbers to participate in the call are:
U.S./Canada: 888-452-7086
Outside U.S./Canada: 706-643-3752
(Call approximately 10 minutes before the start of the conference.)
The conference call and live audio webcast, along with the financial results release, presentation material and other supplemental information, will be accessible through Visteons website at www.visteon.com.
- 2 -
Those interested in hearing a replay of the conference call can do so through the companys website or by calling 855-859-2056 (toll-free if dialing from the U.S. and Canada) or 404-537-3406 (international). To access the replay by phone, enter conference ID 72322435. The replay will be available by phone for one week following the conference call.
Forward-looking Information
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various factors, risks and uncertainties that could cause our actual results to differ materially from those expressed in these forward-looking statements, including, but not limited to: (1) our ability to satisfy future capital and liquidity requirements; including our ability to access the credit and capital markets at the times and in the amounts needed and on terms acceptable to us; our ability to comply with financial and other covenants in our credit agreements; and the continuation of acceptable supplier payment terms; (2) our ability to satisfy pension and other post-employment benefit obligations; (3) our ability to access funds generated by foreign subsidiaries and joint ventures on a timely and cost-effective basis; (4) conditions within the automotive industry, including (i) the automotive vehicle production volumes and schedules of our customers, and in particular Fords and Hyundai-Kias vehicle production volumes, (ii) the financial condition of our customers or suppliers and the effects of any restructuring or reorganization plans that may be undertaken by our customers or suppliers or work stoppages at our customers or suppliers, and (iii) possible disruptions in the supply of commodities to us or our customers due to financial distress, work stoppages, natural disasters or civil unrest; (5) new business wins and re-wins do not represent firm orders or firm commitments from customers, but are based on various assumptions, including the timing and duration of product launches, vehicle productions levels, customer price reductions and currency exchange rates; (6) general economic conditions, including changes in interest rates, currency exchange rates and fuel prices; the timing and expenses related to internal restructurings, employee reductions, acquisitions or dispositions and the effect of pension and other post-employment benefit obligations; (7) increases in raw material and energy costs and our ability to offset or recover these costs, increases in our warranty, product liability and recall costs or the outcome of legal or regulatory proceedings to which we are or may become a party; and (8) those factors identified in our filings with the SEC (including our Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2011).
Caution should be taken not to place undue reliance on our forward-looking statements, which represent our view only as of the date of this release, and which we assume no obligation to update. The financial results presented herein are preliminary and unaudited; final interim financial results will be included in the companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.
Use of Non-GAAP Financial Information
This press release contains information about Visteons financial results which is not presented in accordance with accounting principles generally accepted in the United States (GAAP). Such non-GAAP financial measures are reconciled to their closest GAAP financial measures at the end of this press release. The provision of these comparable GAAP financial measures for full-year 2012 is not intended to indicate that Visteon is explicitly or implicitly providing projections on those GAAP financial measures, and actual results for such measures are likely to vary from those presented. The reconciliations include all information reasonably available to the company at the date of this press release and the adjustments that management can reasonably predict.
###
- 3 -
Contact:
Media:
Jim Fisher
734-710-5557
jfishe89@visteon.com
Annouk Ruffo Leduc
+86-21-6192 9824
aruffole@visteon.com
Investors:
Scott Deitz
734-710-2603
sdeitz@visteon.com
- 4 -
VISTEON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in Millions, Except Per Share Data)
(Unaudited)
Three Months Ended March 31 |
||||||||
2012 | 2011 | |||||||
Sales |
$ | 1,717 | $ | 1,850 | ||||
Cost of sales |
1,583 | 1,707 | ||||||
|
|
|
|
|||||
Gross margin |
134 | 143 | ||||||
Selling, general and administrative expenses |
91 | 96 | ||||||
Restructuring and other expenses |
63 | 2 | ||||||
|
|
|
|
|||||
Operating (loss) income |
(20 | ) | 45 | |||||
Interest expense |
12 | 15 | ||||||
Interest income |
3 | 6 | ||||||
Equity in net income of non-consolidated affiliates |
42 | 44 | ||||||
|
|
|
|
|||||
Income before income taxes |
13 | 80 | ||||||
Provision for income taxes |
27 | 28 | ||||||
|
|
|
|
|||||
(Loss) income from continuing operations |
(14 | ) | 52 | |||||
Income from discontinued operations, net of tax |
3 | 4 | ||||||
|
|
|
|
|||||
Net (loss) income |
(11 | ) | 56 | |||||
Net income attributable to non-controlling interests |
18 | 17 | ||||||
|
|
|
|
|||||
Net (loss) income attributable to Visteon |
$ | (29 | ) | $ | 39 | |||
|
|
|
|
|||||
Per share data: |
||||||||
Basic (loss) earnings per share: |
||||||||
Continuing operations |
$ | (0.62 | ) | $ | 0.69 | |||
Discontinued operations |
0.06 | 0.08 | ||||||
|
|
|
|
|||||
Basic (loss) earnings per share attributable to Visteon |
$ | (0.56 | ) | $ | 0.77 | |||
|
|
|
|
|||||
Diluted (loss) earnings per share: |
||||||||
Continuing operations |
$ | (0.62 | ) | $ | 0.67 | |||
Discontinued operations |
0.06 | 0.08 | ||||||
|
|
|
|
|||||
Diluted (loss) earnings per share attributable to Visteon |
$ | (0.56 | ) | $ | 0.75 | |||
|
|
|
|
|||||
Average shares outstanding (in millions) |
||||||||
Basic |
51.9 | 50.7 | ||||||
Diluted |
51.9 | 52.0 | ||||||
Comprehensive income: |
||||||||
Comprehensive income |
$ | 36 | $ | 119 | ||||
Comprehensive income attributable to Visteon Corporation |
$ | 11 | $ | 92 |
VISTEON CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)
(Unaudited)
March 31 2012 |
December 31 2011 |
|||||||
ASSETS |
||||||||
Cash and equivalents |
$ | 696 | $ | 723 | ||||
Restricted cash |
25 | 23 | ||||||
Accounts receivable, net |
1,191 | 1,063 | ||||||
Inventories, net |
381 | 381 | ||||||
Other current assets |
394 | 304 | ||||||
|
|
|
|
|||||
Total current assets |
2,687 | 2,494 | ||||||
Property and equipment, net |
1,384 | 1,412 | ||||||
Equity in net assets of non-consolidated affiliates |
679 | 644 | ||||||
Intangible assets, net |
340 | 353 | ||||||
Other non-current assets |
68 | 66 | ||||||
|
|
|
|
|||||
Total assets |
$ | 5,158 | $ | 4,969 | ||||
|
|
|
|
|||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Short-term debt, including current portion of long-term debt |
$ | 93 | $ | 87 | ||||
Accounts payable |
1,155 | 1,010 | ||||||
Accrued employee liabilities |
161 | 189 | ||||||
Other current liabilities |
297 | 267 | ||||||
|
|
|
|
|||||
Total current liabilities |
1,706 | 1,553 | ||||||
Long-term debt |
503 | 512 | ||||||
Employee benefits |
417 | 495 | ||||||
Deferred tax liabilities |
196 | 187 | ||||||
Other non-current liabilities |
245 | 225 | ||||||
Shareholders equity |
||||||||
Preferred stock |
| | ||||||
Common stock |
1 | 1 | ||||||
Stock warrants |
13 | 13 | ||||||
Additional paid-in capital |
1,243 | 1,165 | ||||||
Retained earnings |
137 | 166 | ||||||
Accumulated other comprehensive income (loss) |
15 | (25 | ) | |||||
Treasury stock |
(11 | ) | (13 | ) | ||||
|
|
|
|
|||||
Total Visteon Corporation shareholders equity |
1,398 | 1,307 | ||||||
Non-controlling interests |
693 | 690 | ||||||
|
|
|
|
|||||
Total shareholders equity |
2,091 | 1,997 | ||||||
|
|
|
|
|||||
Total liabilities and shareholders equity |
$ | 5,158 | $ | 4,969 | ||||
|
|
|
|
VISTEON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Millions)
(Unaudited)
Three Months Ended March 31 |
||||||||
2012 | 2011 | |||||||
Operating Activities |
||||||||
Net (loss) income |
$ | (11 | ) | $ | 56 | |||
Adjustments to reconcile net (loss) income to net cash provided from (used by) operating activities: |
||||||||
Depreciation and amortization |
65 | 77 | ||||||
Equity in net income of non-consolidated affiliates, net of dividends remitted |
(42 | ) | (44 | ) | ||||
Other non-cash items |
25 | 10 | ||||||
Changes in assets and liabilities: |
||||||||
Accounts receivable |
(102 | ) | (122 | ) | ||||
Inventories |
(21 | ) | (41 | ) | ||||
Accounts payable |
126 | 75 | ||||||
Other |
(21 | ) | (61 | ) | ||||
|
|
|
|
|||||
Net cash provided from (used by) operating activities |
19 | (50 | ) | |||||
Investing Activities |
||||||||
Capital expenditures |
(53 | ) | (55 | ) | ||||
Other |
| 1 | ||||||
|
|
|
|
|||||
Net cash used by investing activities |
(53 | ) | (54 | ) | ||||
Financing Activities |
||||||||
Short-term debt, net |
| 3 | ||||||
Proceeds from issuance of debt, net of issuance costs |
2 | | ||||||
Principal payments on debt |
(4 | ) | (3 | ) | ||||
Cash restriction, net |
| 4 | ||||||
Other |
| 5 | ||||||
|
|
|
|
|||||
Net cash (used by) provided from financing activities |
(2 | ) | 9 | |||||
Effect of exchange rate changes on cash |
9 | 21 | ||||||
|
|
|
|
|||||
Net decrease in cash and equivalents |
(27 | ) | (74 | ) | ||||
Cash and equivalents at beginning of period |
723 | 905 | ||||||
|
|
|
|
|||||
Cash and equivalents at end of period |
$ | 696 | $ | 831 | ||||
|
|
|
|
VISTEON CORPORATION AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(Dollars in Millions)
(Unaudited)
In this press release the Company has provided information regarding certain non-GAAP financial measures including Adjusted EBITDA and free cash flow. Such non-GAAP financial measures are reconciled to their closest GAAP financial measure in the schedules below.
Adjusted EBITDA: Adjusted EBITDA is presented as a supplemental measure of the Companys performance that management believes is useful to investors because the excluded items may vary significantly in timing or amounts and/or may obscure trends useful in evaluating and comparing the Companys operating activities across reporting periods. The Company defines Adjusted EBITDA as net income attributable to Visteon, plus net interest expense, provision for income taxes and depreciation and amortization, as further adjusted to eliminate the impact of asset impairments, gains or losses on divestitures, net restructuring expenses and other reimbursable costs, certain non-recurring employee charges and benefits, reorganization items, and other non-operating gains and losses. Additionally, amounts below are inclusive of the Companys discontinued operations. Because not all companies use identical calculations this presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.
Three Months Ended March 31 |
Estimated Full Year 2012 |
|||||||||||
2012 | 2011 | |||||||||||
Net (loss) income attributable to Visteon |
$ | (29 | ) | $ | 39 | $ | 30 - $70 | |||||
Interest expense, net |
9 | 9 | 40 | |||||||||
Provision for income taxes |
27 | 28 | 150 | |||||||||
Depreciation and amortization |
64 | 72 | 270 | |||||||||
Restructuring and other expenses |
41 | 2 | 70 | |||||||||
Asset impairments |
27 | 5 | 40 | |||||||||
Other non-recurring costs, net |
11 | 5 | 20 | |||||||||
|
|
|
|
|
|
|||||||
Total Adjusted EBITDA |
$ | 150 | $ | 160 | $ | 620 - $660 | ||||||
|
|
|
|
|
|
Adjusted EBITDA is not a recognized term under GAAP and does not purport to be a substitute for net income as an indicator of operating performance or cash flows from operating activities as a measure of liquidity. Adjusted EBITDA has limitations as an analytical tool and is not intended to be a measure of cash flow available for managements discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. In addition, the Company uses Adjusted EBITDA (i) as a factor in incentive compensation decisions, (ii) to evaluate the effectiveness of the Companys business strategies, and (iii) the Companys credit agreements use measures similar to Adjusted EBITDA to measure compliance with certain covenants.
Free Cash Flow: Free cash flow is presented as a supplemental measure of the Companys liquidity that management believes is useful to investors in analyzing the Companys ability to service and repay its debt. The Company defines free cash flow as cash flow provided from (used by) operating activities less capital expenditures. Because not all companies use identical calculations, this presentation of free cash flow may not be comparable to other similarly titled measures of other companies.
Three Months Ended March 31 |
Estimated Full Year 2012 |
|||||||||||
2012 | 2011 | |||||||||||
Cash provided from (used by) operating activities |
$ | 19 | $ | (50 | ) | $ | 245 - $270 | |||||
Capital expenditures |
(53 | ) | (55 | ) | 240 | |||||||
|
|
|
|
|
|
|||||||
Free cash flow |
$ | (34 | ) | $ | (105 | ) | $ | 5 - $30 | ||||
|
|
|
|
|
|
Free cash flow is not a recognized term under GAAP and does not purport to be a substitute for cash flows from operating activities as a measure of liquidity. Free cash flow has limitations as an analytical tool and does not reflect cash used to service debt and does not reflect funds available for investment or other discretionary uses. In addition, the Company uses free cash flow (i) as a factor in incentive compensation decisions, and (ii) for planning and forecasting future periods.