EARNINGS CALL PRESENTATION - Q3 2019 - OCTOBER 31, 2019 - BORGWARNER
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Safe Harbor Statement Statements in this presentation may constitute forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act that are based on management’s current outlook, expectations, estimates and projections. Words such as “anticipates,” “believes,” “continues,” “could,” “designed,” “effect,” “estimates,” “evaluates,” “expects,” “forecasts,” “goal,” “guidance,” “initiative,” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “project,” “pursue,” “seek,” “should,” “target,” “when,” “will,” “would,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward- looking statements are not guarantees of performance, and the Company’s actual results may differ materially from those expressed, projected or implied in or by the forward-looking statements. These risks and uncertainties, among others, include: our dependence on automotive and truck production, both of which are highly cyclical; our reliance on major OEM customers; commodities availability and pricing; supply disruptions; fluctuations in interest rates and foreign currency exchange rates; availability of credit; our dependence on key management; our dependence on information systems; the uncertainty of the global economic environment; the outcome of existing or any future legal proceedings, including litigation with respect to various claims; future changes in laws and regulations, including, by way of example, tariffs, in the countries in which we operate; and other risks noted in reports that we file with the Securities and Exchange Commission, including the Risk Factors in our most recently filed Annual Report on Form 10-K. We do not undertake any obligation to update or announce publicly any updates to or revision to any of the forward-looking statements in this presentation to reflect any change in our expectations or any change in events, conditions, circumstances, or assumptions underlying the statements. Non-GAAP Financial Measures This presentation contains information about BorgWarner’s 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 in the Appendix. The provision of these comparable GAAP financial measures for 2019 is not intended to indicate that BorgWarner 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 presentation and the adjustments that management can reasonably predict. Management believes that these non-GAAP financial measures are useful to management, investors, and banking institutions in their analysis of the Company's business and operating performance. Management also uses this information for operational planning and decision-making purposes. Non-GAAP financial measures are not and should not be considered a substitute for any GAAP measure. Additionally, because not all companies use identical calculations, the non-GAAP financial measures as presented by BorgWarner may not be comparable to similarly titled measures reported by other companies. © BorgWarner Inc. 2
Agenda ▪ Fred Lissalde – Chief Executive Officer ▪ Kevin Nowlan – Chief Financial Officer ▪ Q&A © BorgWarner Inc. 3
Third Quarter Highlights ▪ Q3 organic revenue performance and Net Sales Adj. EPS* outgrowth ahead of expectations Organic Sales Growth Above High End of of 4.5% Guidance Range ▪ Cost controls benefitting incremental margins $2,478 $2,492 $0.90 $0.96 ▪ Strong cash generation with $478M to $0.83 YTD free cash flow 490 BPS Outgrowth ▪ Multiple new product awards, including for electric vehicles Q3 2018 Q3 2019 Q3 Guide Q3 Actual ** Adj. EPS on this slide is a non-US GAAP measure. See reconciliation to US GAAP in Appendix. © BorgWarner Inc. 4
Cash Flow Generation Focus ($ millions) 700 Free Cash Flow* 2014-2018 Accumulated Capital Deployment Mix** 600 $620 500 $535 $580 ▪ Free cash flow generation $478 Dividends supported by strong margin and 19% 400 earnings profile ▪ Increased management 300 M&A Activity 48% Share 200 Repurchases prioritization over last 18 months 33% 100 ▪ Continuing with balanced capital deployment strategy - 2016 2017 2018 YTD 9 Mos. 2019 * Free Cash Flow on this slide is a non-US GAAP measure. See reconciliation to US GAAP in Appendix. ** Excludes increases in net debt, which were a source of cash from 2014-2018. Free Cash Flow Generation supports Balanced Capital Deployment Strategy © BorgWarner Inc. 5
Sustaining Product Leadership in Combustion Propulsion Wastegate Turbocharger EGR Cooler and Tube for small gasoline engines for a gasoline engine launching in launched in 2019 with global OEM. 2021 with Indian OEM. © BorgWarner Inc. 6
Secured Wins on Two New Electric Products Torque-Vectoring Dual-Clutch Integrated Drive Module (iDM) for EV with major global OEM launching in for EV brand in China launching in 2021. 2022. Two-clutch design replaces conventional Complete module fully integrates our power differential in electric driveline while improving electronics into our electric motor and handling and maneuverability. transmission. © BorgWarner Inc. 7
Industry Perspective BorgWarner Global Market North America Europe China Q3 Actual FY Est. -0.4% Q3 Actual FY Est. Q3 Actual FY Est. Q3 Actual FY Est. 0.5% -0.4% -2.5% to -3.5% -3.5% to -4.0% -5.5% -4.0% to -4.5% -9.0% to -11.0% Note: Q3 light-vehicle production market based on October IHS data, FY Est. based on BorgWarner’s market forecast © BorgWarner Inc. 8
BorgWarner Q3 2019 Net Sales Walk $ in millions Q3 2018 net sales $2,478 Thermostat Divestiture $(29) Q3 2018 proforma excl. $2,449 Thermostat business FX ($66) Backlog $153 Market growth and pricing $(44) Q3 2019 net sales $2,492 © BorgWarner Inc. 9
BorgWarner Financial Results & Adj. Operating Income $ in millions Three months ended Q3 2018 adj. operating income $293 (in millions, except per share amounts) September 30 GAAP & Non GAAP Financials 2018 2019 Thermostat Divestiture $(1) Sales $2,478 $2,492 Adj. operating margin* $293 $294 Q3 2018 proforma excl. Adj. Operating Margin % 11.8% 11.8% $292 Thermostat business Adj. diluted EPS from $1.00 $0.96 continuing operations** FX $(7) Free Cash Flow*** $126 $255 Market growth, pricing, backlog and other $9 * Adj. Operating Margin and Adj. Operating Margin % on this slide is a non-US GAAP measure. See reconciliation to US GAAP in Appendix ** Adj. EPS on this slide is a non-US GAAP measure. See reconciliation to US GAAP in Appendix. Q3 2019 adj. operating income $294 *** Free Cash Flow on this slide is a non-US GAAP measure. See reconciliation to US GAAP in Appendix. © BorgWarner Inc. 10
Segment Net Sales & Adj. EBIT Margin* $ in millions Net Sales Q3 2018 proforma excl. ▪ Growth in Europe partially offset by 15.9% ENGINE Thermostat business Adj. Margin $1,487 FX $(42) lower China volumes Market growth, price and net new business $69 ▪ Benefit of higher sales and cost Q3 2019 net sales 15.9% $1,514 savings Adj. Margin 11.1% Q3 2018 net sales $976 DRIVETRAIN Adj. Margin ▪ Growth driven by higher China and FX ($24) Europe revenue Market growth, price and net new business $41 ▪ Margins impacted by higher R&D Q3 2019 net sales 10.1% Adj. Margin $993 and startup costs for launches * Adj. EBIT Margin and Adj. Operating Margin % on this slide is a non-US GAAP measure. See reconciliation to US GAAP in Appendix © BorgWarner Inc. 11
2019 Sales Walk and Guidance $ in millions Net Sales Full-year 2019 Guidance 12.3% 2018 net sales $10,530 Adj. Margin Organic revenue change of -1.0% to Flat Thermostat Divestiture $(90) 350 to 400 basis points of outgrowth 2018 proforma excl. $10,440 Adj. EPS $3.85 - $4.00* Thermostat business FX $(375) Free cash flow $550 - $600 million** Backlog $515 $580 Market growth and $(630) $(545) pricing 11.7% – 12.0% 2019 net sales Adj. Margin $9,950 $10,100 * Adj. EPS on this slide is a non-US GAAP measure. See reconciliation to US GAAP in Appendix. ** Free Cash Flow on this slide is a non-US GAAP measure. See reconciliation to US GAAP in Appendix. © BorgWarner Inc. 12
Sale of Asbestos Liability Subsidiary ▪ On 10/30, executed transaction to sell 100% of asbestos liability subsidiary to Annual Cash Costs of Asbestos Liabilities ($M) Enstar Holdings (US) LLC 62 62 ▪ Capitalized entity being sold with $172M of cash at closing 51 ▪ Expected to remove $772M of asbestos 47 23 21 45 46 liabilities and related assets from balance 21 sheet 24 20 22 ▪ Eliminates annual cash costs associated with defending and settling specific 39 41 30 asbestos-related cases 23 23 26 ▪ Strategic deployment of capital to insulate 2013 2014 2015 2016 2017 2018 company from ongoing exposure to Indemnity Defense asbestos liabilities © BorgWarner Inc. 13
Thank you! © BorgWarner Inc. 14
Appendix © BorgWarner Inc. 15
Third Quarter Reconciliation to US GAAP Adjusted Operating Income The Company defines adjusted operating income as operating income adjusted to eliminate the impact of restructuring expense, merger, acquisition and divestiture expense, other net expenses, discontinued operations, and other gains and losses not reflective of the Company’s ongoing operations. Three Months Ended Nine Months Ended Q3 2018 to Q3 2019 September 30, September 30, $ in millions 2019 2018 2019 2018 Sales $ 2,492 $ 2,478 $ 7,609 $ 7,956 Gross profit $ 524 $ 515 $ 1,556 $ 1,686 Gross profit % 21.0% 20.8% 20.4% 21.2% Operating income $ 276 $ 278 $ 825 $ 924 Operating margin % 11.1% 11.2% 10.8% 11.6% Non-comparable items: Restructuring and other expense 14 7 41 44 Merger, acquisition and divestiture expense 4 2 10 5 Officer stock awards modification - 6 2 2 Loss on arbitration - - 14 - Gain on commerical settlement - - - (3) Pension settlement loss - - - - Tax adjustments - - - - Adjusted operating income $ 294 $ 293 $ 892 $ 972 Adjusted operating income margin % 11.8% 11.8% 11.7% 12.2% © BorgWarner Inc. 16
Third Quarter Segment Reconciliation to US GAAP Adjusted EBIT The Company defines adjusted EBIT as EBIT adjusted to eliminate the impact of merger, acquisition and divestiture expense. Three Months Ended Q3 2018 to Q3 2019 September 30, $ in millions 2019 2018 Engine Net sales $ 1,514 $ 1,516 Thermostat divestiture - (29) Proforma net sales excl. Thermostat business $ 1,514 $ 1,487 Adjusted EBIT $ 241 $ 238 Thermostat divestiture - (1) Proforma adjusted EBIT excl. Thermostat business $ 241 $ 237 Adjusted EBIT margin % 15.9% 15.9% Drivetrain Net sales $ 993 $ 976 Adjusted EBIT $ 100 $ 108 Adjusted EBIT margin % 10.1% 11.1% © BorgWarner Inc. 17
Third Quarter Reconciliation to US GAAP Adjusted Earnings Per Share The Company defines adjusted earnings per diluted share as earnings per diluted share adjusted for the items above and related tax effects. Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Earnings per diluted share $ 0.94 $ 0.98 $ 2.54 $ 3.34 Non-comparable items: Restructuring and other expense 0.04 0.03 0.15 0.17 Merger, acquisition and divestiture expense 0.02 - 0.04 0.02 Officer stock awards modification - 0.03 0.01 0.01 Loss on arbitration - - 0.07 - Gain on commerical settlement - - - (0.01) Pension settlement loss - - 0.10 - Tax Adjustments (0.04) (0.04) 0.04 (0.25) Adjusted earnings per diluted share $ 0.96 $ 1.00 $ 2.95 $ 3.28 © BorgWarner Inc. 18
Adj. EBIT to US GAAP Reconciliation Adjusted EBIT is comprised of earnings before interest, income taxes and noncontrolling interest (“EBIT") adjusted for restructuring, goodwill impairment charges, affiliates' earnings and other items not reflective of on-going operating income or loss ("Adjusted EBIT"). Adjusted EBIT is the measure of segment income or loss used by the Company. The Company believes Adjusted EBIT is most reflective of the operational profitability or loss of our reporting segments. The following table shows Adjusted EBIT for the Company's reporting segments. Three Months Ended September 30, 2019 2018 Engine $ 241 $ 238 Drivetrain 100 108 Adj. EBIT 341 346 Restructuring expense 14 5 Merger, acquisition and divestiture expense 4 2 Other expense (income) - 2 Officer stock award modification - 6 Corporate, including stock-based compensation 47 53 Equity in affiliates' earnings, net of tax (7) (15) Interest income (4) (1) Interest expense 15 14 Other postretirement expense (income) (1) (3) Earnings before income taxes and noncontrolling interest 273 283 Provision for income taxes 66 67 Net earnings 207 216 Net earnings attributable to the noncontrolling interest, net of tax 13 12 Net earnings attributable to BorgWarner Inc. $ 194 $ 204 © BorgWarner Inc. 19
2019 Planning Assumptions ▪ CapEx $550 - $600 million ▪ Share repurchases ~$100 million ▪ R&D spending Low 4% of sales ▪ Tax rate for ongoing operations ~27% © BorgWarner Inc. 20
FY’19 Adj. Operating Income to US GAAP Reconciliation FY 2019 Guidance FY 2018 Low High Net Sales $ 10,530 $ 9,950 $ 10,100 Operating income $ 1,190 $ 1,089 $ 1,144 Operating margin 11.3% 10.9% 11.3% Non-comparable items Restructuring & other expense $ 66 $ 50 $ 40 Merger, acquisition & divestiture expense 6 10 10 Officer stock awards modification 8 2 2 Loss on arbitration - 14 14 Gain on sale of building (19) - - Asset impairment and loss on divestiture 25 - - Asbestos related adjustments 23 - - Other (3) - - Adjusted operating income $ 1,296 $ 1,165 $ 1,210 Adjusted operating income margin 12.3% 11.7% 12.0% © BorgWarner Inc. 21
FY’19 Adj. Operating Margin Guidance $ in millions Adj. Operating Income* 12.3% 2018 adj. operating income 12.3% Adj. Adj.Margin Margin $1,296 Thermostat Divestiture $(5) 2018 proforma excl. Thermostat business $1,291 FX ($43) Market growth, pricing and backlog 11.9 % - 12.2% Adj. ($83) ($3) Margin 11.7% – 12.0% 2019 adj. operating income Adj. Margin $1,165 $1,210 * Adj. Operating Income and Adj. Operating Margin as shown on this slide are non-US GAAP measures. See reconciliation to US GAAP in Appendix. © BorgWarner Inc. 22
Adj. EPS Guidance to US GAAP Reconciliation The Company defines Adjusted earnings per share as Adjusted net income divided by diluted shares. Because not all companies use identical calculations, this presentation of Adjusted operating income and Adjusted earnings per share may not be comparable to other similarly titled measures of other companies. Full-Year 2019 Low High Earnings per diluted share $ 3.40 $ 3.59 Non-comparable items: Restructuring and other expense 0.18 0.14 Merger, acquisition and divestiture expense 0.05 0.05 Officer stock awards modification 0.01 0.01 Loss on arbitration 0.07 0.07 Pension settlement loss 0.10 0.10 Tax adjustments 0.04 0.04 Adjusted earnings per diluted share $ 3.85 $ 4.00 © BorgWarner Inc. 23
Free Cash Flow to US GAAP The Company defines Free cash flow as net cash provided by operating activities minus capital expenditures. The measure is useful to both management and investors in evaluating the Company’s ability to service and repay its debt. Full Year 2016 2017 2018 Cash provided by operating activities $ 1,036 $ 1,180 $ 1,127 Capital expenditures (501) (560) (547) Free cash flow $ 535 $ 620 $ 580 Three Months Ended Nine Months Ended September 30, September 30, Full Year 2019 Outlook 2019 2018 2019 2018 Low High Cash provided by operating activities $ 357 $ 251 $ 824 $ 556 $ 1,150 $ 1,150 Capital expenditures (102) (125) (346) (394) (600) (550) Free cash flow $ 255 $ 126 $ 478 $ 162 $ 550 $ 600 © BorgWarner Inc. 24
Key Definitions Key Definitions: The terms below are commonly used by management and investors in assessing ongoing financial performance. ▪ Organic Revenue Change – Revenue change year over year excluding the estimated impact of FX and net M&A ▪ Market – The change in light vehicle production weighted for BorgWarner’s geographic exposure as estimated by BorgWarner ▪ Outgrowth – Defined as BorgWarner’s “Organic Revenue Change” vs. “Market” © BorgWarner Inc. 25
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