EX-99.1 2 l39470exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
(NEWS RELEASE LOGO)
Dana Holding Corporation Reports First-Quarter Results
    Achieved another strong quarter with adjusted EBITDA of $108 million on revenues of $1.5 billion — significantly better than same period one year ago
 
    Delivered free cash flow of $34 million, a $238 million increase over 2009
 
    Improved strong cash position to more than $1 billion
 
    Completed sale of substantially all of Structures business
 
    Announced plans for joint venture with Bosch Rexroth to produce advanced drive transmissions for global off-highway market
MAUMEE, Ohio — April 29, 2010 — Dana Holding Corporation (NYSE: DAN) today announced its first-quarter 2010 results.
First-quarter adjusted EBITDA was $108 million, a significant improvement over $16 million reported for the first three months of 2009. In the first quarter of 2010, Dana narrowed its net loss to $31 million, compared with a net loss of $157 million for the same period one year ago. Sales for the period were $1,508 million, which compares with $1,216 million for the first quarter of 2009.
During the first quarter, total cash improved by $79 million to $1,026 million, and total debt was reduced by $62 million to $941 million. As a consequence, cash exceeded debt by $85 million at March 31, 2010. Total liquidity improved by $133 million from the fourth quarter of 2009 to $1,261 million.
Driven by restructuring efforts, first-quarter margins were significantly improved over 2009, with first-quarter 2010 adjusted EBITDA margin of 7.2 percent, compared with 1.3 percent one year ago. Cost savings of more than $50 million, including reductions in conversion and material costs, contributed substantially to the improvement. In addition, free cash flow of $34 million represented a $238 million increase over the same period one year ago.
“One year ago, we were wrestling with the effects of a global recession and the resulting downturn in our global markets,” said Dana President and Chief Executive Officer Jim Sweetnam. “Today, we believe the worst is behind us. And, building upon the hard work and achievements of our global team, we continue to improve our fundamentals and position Dana to create profitable and sustainable market share growth in 2010 and beyond.”
Dana Closes on Sale of Majority of Structures Business
On March 8, Dana closed on the sale of the majority of its global Structures business to Metalsa, S.A. de C.V. for an aggregate purchase price of approximately $147 million. The closing completed the sale to Metalsa of Structures operations in the U.S., Brazil, Canada, Australia, and Argentina, and a U.K. joint venture, with the sale of Dana’s Structures facility in Venezuela anticipated to conclude later this year.

 


 

Dana and Bosch Rexroth Announce Plans for Joint Venture
Earlier this month, Dana and Bosch Rexroth announced plans to form a 50-50 joint venture to co-develop and manufacture advanced drive transmissions for the off-highway market. Benefiting from Dana’s expertise in off-highway transmission engineering and manufacturing, and Bosch Rexroth’s deep experience in hydraulics and systems, the planned joint venture company is expected to operate in Arco, Italy. Dana and Bosch Rexroth will contribute staff, intellectual property, and capital to the new joint-venture company, which will engineer, manufacture, and market hydro-mechanical variable powersplit transmission systems (HVT) for the global off-highway markets. These advanced transmission systems will be focused on meeting customer needs for improved fuel economy, productivity, emissions, and maneuverability.
Dana to Host First-Quarter Conference Call at 10:30 a.m. Today
Dana will discuss its first-quarter results in a conference call at 10:30 a.m. EDT today. Participants may listen to the audio portion of the conference call either through audio streaming online or by telephone. Slide viewing is only available online via a link provided on the Dana Investor Web site. To dial into the conference call, domestic locations should call 1-888-311-4590 (Conference I.D. # 69029601). International locations should call 1-706-758-0054 (Conference I.D. # 69029601). Please ask for the Dana Holding Corporation Financial Webcast and Conference Call. Phone registration will be available beginning at 10 a.m. EDT. An audio recording of the call will be available after 5 p.m. To access this recording, please dial 1-800-642-1687 (U.S. or Canada) or 1-706-645-9291 (international) and enter Conference I.D. # 69029601. A webcast replay will also be available after 5 p.m. today, and may be accessed via the Dana Investor Web site.
Non-GAAP Measures
This release refers to adjusted EBITDA, which we’ve defined to be earnings before interest, taxes, depreciation, amortization, non-cash equity grant expense, restructuring expense, and other nonrecurring items (gain/loss on debt extinguishment or divestitures, impairement, etc). Adjusted EBITDA is a non-GAAP financial measure, and the measure currently being used by Dana as the primary measure of its operating segment performance. The most significant impact to Dana’s ongoing results of operations as a result of applying fresh start accounting following our emergence from bankruptcy was higher depreciation and amortization.
By using adjusted EBITDA, which is a performance measure that excludes depreciation and amortization, the comparability of results was enhanced. Management also believes that adjusted EBITDA is an important measure since the financial covenants of our primary debt agreements are adjusted EBITDA-based, and our management incentive performance programs are based, in part, on adjusted EBITDA. Because it is a non-GAAP measure, adjusted EBITDA should not be considered a substitute for net income (loss) or other reported results prepared in accordance with GAAP. The financial information accompanying this release provides a reconciliation of adjusted EBITDA for the periods presented to the reported income (loss) before income taxes, which is a GAAP measure.

2


 

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,” 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 Holding Corporation
Dana is a world leader in the supply of axles; driveshafts; and sealing and thermal-management products; as well as genuine service parts. The company’s customer base includes virtually every major vehicle manufacturer in the global automotive, commercial vehicle, and off-highway markets. Based in Maumee, Ohio, the company employs approximately 21,500 people in 26 countries and reported 2009 sales of $5.2 billion. For more information, please visit: www.dana.com.
     
Investor Contact   Media Contact
Lillian Etzkorn: 419.887.5160
  Chuck Hartlage: 419.887.5123

3


 

DANA HOLDING CORPORATION
Consolidated Statement of Operations (Unaudited)
For the Three Months Ended March 31, 2010 and 2009
(In millions except per share amounts)
                 
    Three Months Ended  
    March 31,  
    2010     2009  
Net sales
  $ 1,508     $ 1,216  
Costs and expenses
               
Cost of sales
    1,368       1,228  
Selling, general and administrative expenses
    102       80  
Amortization of intangibles
    15       17  
Restructuring charges, net
    19       50  
Other income (expense), net
    (13 )     29  
 
           
Loss before interest, reorganization items and income taxes
    (9 )     (130 )
Interest expense
    26       35  
Reorganization items
            1  
 
           
Loss before income taxes
    (35 )     (166 )
Income tax benefit
    3       9  
Equity in earnings of affiliates
    2       (3 )
 
           
Net loss
    (30 )     (160 )
Less: Noncontrolling interests net income (loss)
    1       (3 )
 
           
Net loss attributable to the parent company
    (31 )     (157 )
Preferred stock dividend requirements
    8       8  
 
           
Net loss available to common stockholders
  $ (39 )   $ (165 )
 
           
 
               
Net loss per share available to parent company stockholders:
               
Basic
  $ (0.28 )   $ (1.64 )
Diluted
  $ (0.28 )   $ (1.64 )
Average common shares outstanding
               
Basic
    140       100  
Diluted
    140       100  
page 1 of 5

 


 

DANA HOLDING CORPORATION
Consolidated Balance Sheet (Unaudited)
As of March 31, 2010 and December 31, 2009
(In millions except share and per share amounts)
                 
    March 31,     December 31,  
    2010     2009  
Assets
               
Current assets
               
Cash and cash equivalents
  $ 1,026     $ 947  
Accounts receivable
               
Trade, less allowance for doubtful accounts of $15 in 2010 and $18 in 2009
    843       728  
Other
    155       141  
Inventories
               
Raw materials
    281       300  
Work in process and finished goods
    335       308  
Other current assets
    62       59  
Current assets held for sale
    8       99  
 
           
Total current assets
    2,710       2,582  
Goodwill
    105       111  
Intangibles
    410       438  
Investments and other assets
    238       233  
Investments in affiliates
    113       112  
Property, plant and equipment, net
    1,411       1,484  
Noncurrent assets held for sale
    3       104  
 
           
Total assets
  $ 4,990     $ 5,064  
 
           
 
               
Liabilities and equity
               
Current liabilities
               
Notes payable, including current portion of long-term debt
  $ 43     $ 34  
Accounts payable
    716       601  
Accrued payroll and employee benefits
    111       103  
Accrued restructuring costs
    27       29  
Taxes on income
    45       40  
Other accrued liabilities
    291       270  
Current liabilities held for sale
    3       79  
 
           
Total current liabilities
    1,236       1,156  
Long-term debt
    898       969  
Deferred employee benefits and other noncurrent liabilities
    1,133       1,160  
Commitments and contingencies
               
 
           
Total liabilities
    3,267       3,285  
Parent company stockholders’ equity
               
Preferred stock, 50,000,000 shares authorized
               
Series A, $0.01 par value, 2,500,000 issued and outstanding
    242       242  
Series B, $0.01 par value, 5,400,000 issued and outstanding
    529       529  
Common stock, $.01 par value, 450,000,000 authorized, 139,934,442 issued and outstanding
    1       1  
Additional paid-in capital
    2,583       2,580  
Accumulated deficit
    (1,208 )     (1,169 )
Treasury stock, at cost
    (1 )        
Accumulated other comprehensive loss
    (524 )     (504 )
 
           
Total parent company stockholders’ equity
    1,622       1,679  
Noncontrolling interests
    101       100  
 
           
Total equity
    1,723       1,779  
 
           
Total liabilities and equity
  $ 4,990     $ 5,064  
 
           

page 2 of 5


 

DANA HOLDING CORPORATION
Consolidated Statement of Cash Flows (Unaudited)
For the Three Months Ended March 31, 2010 and 2009
(In millions)
                 
    Three Months Ended  
    March 31,  
    2010     2009  
Cash flows — operating activities
               
Net loss
  $ (30 )   $ (160 )
Depreciation
    62       73  
Amortization of intangibles
    19       21  
Amortization of deferred financing charges and original issue discount
    8       7  
Loss on sale of business
    5          
Loss on extinguishment of debt
    4          
Deferred income taxes
    (11 )     (13 )
Pension expense in excess of (less than) contributions
    5       (1 )
Change in working capital
    (21 )     (112 )
Other, net
    4       11  
 
           
Net cash flows provided by (used in) operating activities (1)
    45       (174 )
 
               
Cash flows — investing activities
               
Purchases of property, plant and equipment (1)
    (11 )     (30 )
Proceeds from sale of businesses and assets
    113          
Other
    1          
 
           
Net cash flows provided by (used in) investing activities
    103       (30 )
 
               
Cash flows — financing activities
               
Net change in short-term debt
    9       (24 )
Advance received on corporate facility sale
            11  
Proceeds from long-term debt
    1          
Repayment of long-term debt
    (78 )     (3 )
Dividends paid to noncontrolling interests
    (1 )        
Other
    (1 )     2  
 
           
Net cash flows used in financing activities
    (70 )     (14 )
 
           
 
               
Net increase (decrease) in cash and cash equivalents
    78       (218 )
Cash and cash equivalents — beginning of period
    947       777  
Effect of exchange rate changes on cash balances
    1       (10 )
 
           
Cash and cash equivalents — end of period
  $ 1,026     $ 549  
 
           
 
(1)   Free cash flow of $34 in 2010 and ($204) in 2009 is the sum of net cash provided by (used in) operating activities reduced by the purchases of property, plant and equipment.

page 3 of 5


 

DANA HOLDING CORPORATION
Segment Sales and Adjusted EBITDA (Unaudited)
For the Three Months Ended March 31, 2010 and 2009
(In millions)
                 
    Three Months Ended  
    March 31,  
    2010     2009  
Sales
               
Light Vehicle Driveline
  $ 577     $ 417  
Power Technologies
    228       156  
Commercial Vehicle
    302       264  
Off-Highway
    257       262  
Structures
    144       117  
 
           
Total Sales
  $ 1,508     $ 1,216  
 
           
 
               
Adjusted EBITDA
               
Light Vehicle Driveline
  $ 44     $ (8 )
Power Technologies
    27       (1 )
Commercial Vehicle
    22       6  
Off-Highway
    21       11  
Structures
    11       9  
 
           
Segment EBITDA
    125       17  
Shared services and administrative
    (5 )     (5 )
Other income, net
    (6 )     (1 )
Foreign exchange not in segments
    (6 )     5  
 
           
Adjusted EBITDA
  $ 108     $ 16  
 
           

page 4 of 5


 

DANA HOLDING CORPORATION
Reconciliation of Segment and Adjusted EBITDA to
Loss Before Income Taxes (Unaudited)
For the Three Months Ended March 31, 2010 and 2009
(In millions)
                 
    Three Months Ended  
    March 31,  
    2010     2009  
Segment EBITDA
  $ 125     $ 17  
Shared services and administrative
    (5 )     (5 )
Other income, net
    (6 )     (1 )
Foreign exchange not in segments
    (6 )     5  
 
           
Adjusted EBITDA
    108       16  
Depreciation
    (62 )     (73 )
Amortization
    (19 )     (21 )
Restructuring
    (19 )     (50 )
Reorganization items, net
            (1 )
Loss on extinguishment of debt
    (4 )        
Loss on sale of assets, net
    (5 )     (1 )
Stock compensation expense
    (2 )     (2 )
Foreign exchange on intercompany loans, Venezuelan currency devaluation and market value adjustments on forwards
    (12 )     (5 )
Interest expense
    (26 )     (35 )
Interest income
    6       6  
 
           
Loss before income taxes
  $ (35 )   $ (166 )
 
           

page 5 of 5