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8-K - FORM 8-K - VIASYSTEMS GROUP INC | d71258e8vk.htm |
EX-99.2 - EX-99.2 - VIASYSTEMS GROUP INC | d71258exv99w2.htm |
Exhibit 99.1
NEWS COPY | INFORMATION CONTACT: | |
Dee Johnson | ||
FOR IMMEDIATE RELEASE | (314) 719-1869 |
VIASYSTEMS ANNOUNCES FOURTH-QUARTER 2009 RESULTS
ST. LOUIS, February 24, 2010 Viasystems Group, Inc. (NASDAQ:VIAS), a leading provider of complex
multi-layer printed circuit boards and electro-mechanical solutions, today announced consolidated
financial results for the fourth quarter ended December 31, 2009.
Highlights
| Net sales increased 8.5% sequentially, to $131.4 million. This was the second consecutive quarter of overall sales improvement. Bookings were approximately $151.0 million, resulting in a book-to-bill ratio of 1.15. | ||
| Gross margin percentage improved sequentially by 180 basis points to 22.5%. | ||
| Operating income more than doubled sequentially, to $2.5 million. | ||
| Adjusted EBITDA increased to $18.6 million, and Adjusted EBITDA margin percentage increased 140 basis points sequentially to 14.2%. | ||
| Unrestricted cash on December 31, 2009, was $109.0 million. |
The continuing recovery of demand in our markets is encouraging, said David M. Sindelar, Chief
Executive Officer of Viasystems. Having completed the acquisition of Merix Corporation earlier
this month, we now have the industrys finest array of high tech and quick-turn capabilities, which
positions Viasystems to bring more value to our combined customer base and to make the most of the
market recovery, Mr. Sindelar said. Our immediate focus is the successful integration of the two
businesses and the achievement of the $20 million cost synergies identified from the merger.
Financial Results
The Company reported net sales of $131.4 million for the three months ended December 31, 2009, an
8.5% increase compared with the three months ended September 30, 2009 and an 11.1% decrease from
net sales during the same period in 2008. The sequential increase is due to stronger demand in the
automotive, telecommunications, and computer/datacom end markets.
Adjusted EBITDA for the three months ended December 31, 2009 was $18.6 million, which represents a
20% increase over the third quarter ended September 30, 2009 and a 14% increase compared to the
same period in 2008. The favorable year-over-year comparison reflects successful cost reduction
efforts during 2009. A reconciliation of Adjusted EBITDA to Operating Income is provided at the end
of this news release.
Segment Information
Net sales in the Companys Printed Circuit Boards (PCB) segment for the fourth quarter were
$100.6 million, or an 18% increase over the third quarter of 2009. This increase is driven
primarily by strengthening demand in the automotive and industrial and instrumentation markets, in
which PCB segment sales increased 12% and 31%, respectively.
Fourth-quarter sales of the Companys Assembly segment were $30.8 million, a decline of
$5.1 million compared with the third quarter of 2009. The decline is attributable to lower demand
for the Companys electro-mechanical solutions products (E-M Solutions) in the Industrial and
Instrumentation end-user market.
Cash and Working Capital
Unrestricted cash at December 31, 2009 was $109.0 million, slightly lower than the cash balance of
$110.7 million at the end of the third quarter. The Companys working capital metrics for the
fourth quarter are consistent with its historical trends.
Merger with Merix and Recapitalization
Viasystems completed the purchase of Merix Corporation through a merger on February 16, 2009. In
connection with and prior to the merger, Viasystems completed a recapitalization such that the
shares of Viasystems common and preferred stock reflected on the balance sheet on December 31, 2009
have been exchanged for Viasystems common shares at exchange ratios described in the Plan of Merger
filed with SEC. Shares of Viasystems and cash were also paid in consideration for the common stock
and convertible debentures of Merix Corporation pursuant to the Merger Agreement. After the
recapitalization and merger, there are approximately 20.0 million shares of Viasystems common stock
outstanding and no preferred or other classes of stock. With respect to future periods, the Company
expects to adopt all the governance and reporting standards applicable to widely held public
companies under the NASDAQ Listing Standards.
Use of Non-GAAP Financial Measure
In addition to the condensed consolidated financial statements presented in accordance with U.S.
GAAP, management uses certain non-GAAP financial measures, including Adjusted EBITDA. 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 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 Companys
ability to service debt, and we consider it an appropriate measure to use because of our highly
leveraged position.
Adjusted EBITDA has certain material limitations, primarily due to the exclusion of certain amounts
that are material to the Companys 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 calculation of other companies in the industry, limiting its usefulness as a
comparative measure.
Viasystems 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 and stock compensation.
A reconciliation of the Companys non-GAAP financial measure is provided after the financials
tables accompanying this news release.
Investor Conference Call
Viasystems will webcast an investor conference call at 11:00 a.m. Eastern time today, February 24,
2010. The webcast and supporting presentation will be available at www.viasystems.com on
the Investor Relations page. The live conference call will be available by telephone for financial
analysts at (877) 640-9867 or (914) 495-8546. A replay will be available on the web site for an
indefinite period. Investors may also access the replay by telephone through Tuesday, March 2, 2010
at (800) 642-1687 or (705) 645-9291 using conference ID code 56031968.
About Viasystems
Viasystems Group, Inc. is a worldwide provider of complex multi-layer, rigid 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 13,000 employees in North America
and Asia serve more than 800
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customers in the automotive, telecommunications, computer and data communications, industrial and
instrumentation, and defense and aerospace markets. For additional information about Viasystems,
please visit the Companys website at www.viasystems.com.
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); developments beyond the Companys 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 Form S-1
filed by Viasystems with the SEC on February 10, 2010 and in Viasystems other filings made from
time to time with the SEC and available at the SECs website, www.sec.gov.
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VIASYSTEMS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
(Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
(Unaudited)
Three Months Ended | ||||||||||||
December 31, | September 30, | December 31, | ||||||||||
2009 | 2009 | 2008 | ||||||||||
Net sales |
$ | 131,362 | $ | 121,087 | $ | 147,811 | ||||||
Operating expenses: |
||||||||||||
Cost of goods sold, exclusive of items shown separately |
101,844 | 96,101 | 121,894 | |||||||||
Selling, general and administrative |
12,958 | 10,456 | 9,537 | |||||||||
Depreciation |
12,329 | 12,538 | 13,446 | |||||||||
Amortization |
291 | 297 | 307 | |||||||||
Restructuring and impairment |
1,473 | 583 | 15,069 | |||||||||
Operating income (loss) |
2,467 | 1,112 | (12,442 | ) | ||||||||
Other expense (income): |
||||||||||||
Interest expense, net |
9,956 | 8,181 | 8,015 | |||||||||
Loss on early extinguishment of debt |
1,628 | 729 | | |||||||||
Amortization of deferred financing costs |
407 | 515 | 516 | |||||||||
Other, net |
3,023 | 133 | 1,317 | |||||||||
Loss before income taxes |
(12,547 | ) | (8,446 | ) | (22,290 | ) | ||||||
Income taxes |
3,362 | 2,998 | (2,714 | ) | ||||||||
Net loss |
(15,909 | ) | (11,444 | ) | (19,576 | ) | ||||||
Less: Accretion of Class B Senior Convertible preferred stock |
2,173 | 2,174 | 1,998 | |||||||||
Net loss attributable to common stockholders |
$ | (18,082 | ) | $ | (13,618 | ) | $ | (21,574 | ) | |||
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VIASYSTEMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
December 31, | ||||||||
2009 | 2008 | |||||||
(Unaudited) | ||||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 108,993 | $ | 83,053 | ||||
Restricted cash |
105,734 | 303 | ||||||
Accounts receivable, net |
89,512 | 96,564 | ||||||
Inventories |
49,197 | 70,419 | ||||||
Deferred taxes |
3,115 | | ||||||
Prepaid expenses and other |
8,273 | 11,599 | ||||||
Total current assets |
364,824 | 261,938 | ||||||
Property, plant and equipment, net |
199,044 | 232,741 | ||||||
Goodwill |
79,485 | 79,485 | ||||||
Intangible assets, net |
4,676 | 5,780 | ||||||
Deferred financing costs, net |
7,986 | 3,917 | ||||||
Other assets |
1,223 | 1,377 | ||||||
Total assets |
$ | 657,238 | $ | 585,238 | ||||
LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITY |
||||||||
Current liabilities: |
||||||||
Current maturities of long-term debt |
$ | 118,207 | $ | 9,617 | ||||
Accounts payable |
90,661 | 74,668 | ||||||
Accrued and other liabilities |
38,751 | 50,832 | ||||||
Income taxes payable |
3,597 | 7,224 | ||||||
Deferred taxes |
| 479 | ||||||
Total current liabilities |
251,216 | 142,820 | ||||||
Long-term debt, less current maturities |
212,673 | 211,046 | ||||||
Other non-current liabilities |
34,226 | 32,882 | ||||||
Mandatory redeemable Class A Junior preferred stock |
118,836 | 108,096 | ||||||
Total liabilities |
616,951 | 494,844 | ||||||
Redeemable Class B Senior Convertible preferred stock |
98,327 | 89,812 | ||||||
Stockholders (deficit) equity: |
||||||||
Common stock, $0.01 par value, 9,201,170 shares
authorized; 2,415,266 shares issued and outstanding
in 2009 and 2008 |
24 | 24 | ||||||
Paid-in capital |
1,944,413 | 1,951,980 | ||||||
Accumulated deficit |
(2,010,069 | ) | (1,955,352 | ) | ||||
Accumulated other comprehensive income |
7,592 | 3,930 | ||||||
Total stockholders (deficit) equity |
(58,040 | ) | 582 | |||||
Total liabilities and stockholders (deficit) equity |
$ | 657,238 | $ | 585,238 | ||||
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VIASYSTEMS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(in thousands)
(Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(in thousands)
(Unaudited)
Year Ended December 31, | ||||||||
2009 | 2008 | |||||||
Net cash provided by operating activities |
$ | 47,578 | $ | 53,738 | ||||
Investing activities |
||||||||
Capital expenditures |
(21,925 | ) | (48,925 | ) | ||||
Proceeds from disposals of property |
4,352 | 663 | ||||||
(17,573 | ) | (48,262 | ) | |||||
Financing activities |
||||||||
Proceeds from issuance of 12% Notes |
211,792 | | ||||||
Repayment of 10.5% Notes |
(95,065 | ) | | |||||
Change in restricted cash |
(105,734 | ) | | |||||
(Repayment) borrowings of debt, net |
(5,500 | ) | 15,500 | |||||
Repayment of capital lease obligations |
(2,119 | ) | (1,925 | ) | ||||
Financing and other fees |
(7,439 | ) | | |||||
(4,065 | ) | 13,575 | ||||||
Change in cash |
25,940 | 19,051 | ||||||
Beginning cash |
83,053 | 64,002 | ||||||
Ending cash |
$ | 108,993 | $ | 83,053 | ||||
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SUPPLEMENTAL INFORMATION
NET SALES AND BALANCE SHEET STATISTICS
(in millions)
(Unaudited)
NET SALES AND BALANCE SHEET STATISTICS
(in millions)
(Unaudited)
Three Months Ended | ||||||||||||||||||||||||
December 31, 2009 | September 30, 2009 | December 31, 2008 | ||||||||||||||||||||||
Net Sales by Segment |
||||||||||||||||||||||||
Printed Circuit Boards |
$ | 100.6 | 77 | % | $ | 85.2 | 70 | % | $ | 95.8 | 65 | % | ||||||||||||
Assembly(a) |
30.8 | 23 | % | 35.9 | 30 | % | 42.8 | 29 | % | |||||||||||||||
Other(a) |
| | % | | | % | 9.2 | 6 | % | |||||||||||||||
$ | 131.4 | 100 | % | $ | 121.1 | 100 | % | $ | 147.8 | 100 | % | |||||||||||||
(a) | With the closure of the Companys Milwaukee facility, the operating results of the Milwaukee facility were reclassified to Other. Segment results for prior periods have been reclassified for comparison purposes. |
Sequential | ||||||||||||||||||||||||
Percent | ||||||||||||||||||||||||
Change | ||||||||||||||||||||||||
Percentage of Net Sales | Dec 31, | |||||||||||||||||||||||
Three Months Ended | 2009/ | |||||||||||||||||||||||
December 31, | September 30, | June 30, | March 31, | December 31, | Sept. 30, | |||||||||||||||||||
2009 | 2009 | 2009 | 2009 | 2008 | 2009 | |||||||||||||||||||
Net Sales by End Market |
||||||||||||||||||||||||
Automotive |
44 | % | 42 | % | 36 | % | 32 | % | 38 | % | 12 | % | ||||||||||||
Telecom |
21 | % | 19 | % | 32 | % | 32 | % | 24 | % | 18 | % | ||||||||||||
Industr./Instrumentation |
24 | % | 29 | % | 24 | % | 28 | % | 30 | % | (8 | %) | ||||||||||||
Computer/Datacom |
11 | % | 10 | % | 8 | % | 8 | % | 8 | % | 22 | % | ||||||||||||
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 8.5 | % | |||||||||||||
Three Months Ended | ||||||||||||||||||||
December 31, | September 30, | June 30, | March 31, | December 31, | ||||||||||||||||
2009 | 2009 | 2009 | 2009 | 2008 | ||||||||||||||||
Working Capital Metrics |
||||||||||||||||||||
Days Sales Outstanding |
61.3 | 57.4 | 59.4 | 64.4 | 58.8 | |||||||||||||||
Inventory Turns |
8.3 | 7.7 | 7.9 | 6.9 | 6.9 | |||||||||||||||
Days Payables Outstanding |
80.1 | 74.2 | 67.7 | 60.3 | 55.1 | |||||||||||||||
Cash Cycle (Days) |
24.7 | 30.2 | 37.2 | 56.5 | 55.7 |
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SUPPLEMENTAL INFORMATION
Reconciliation of Operating Income (Loss) to Adjusted EBITDA
(in millions)
(Unaudited)
Reconciliation of Operating Income (Loss) to Adjusted EBITDA
(in millions)
(Unaudited)
Three Months Ended | ||||||||||||
December 31, | September 30, | December 31, | ||||||||||
2009 | 2009 | 2008 | ||||||||||
Operating income (loss) |
$ | 2.5 | $ | 1.1 | $ | (12.4 | ) | |||||
Adjustments to operating income (loss): |
||||||||||||
Depreciation and amortization |
12.6 | 12.8 | 13.7 | |||||||||
Restructuring and impairment |
1.5 | 0.6 | 15.1 | |||||||||
Non-cash stock compensation expense |
0.2 | 0.2 | (0.1 | ) | ||||||||
Costs related to Merix merger |
1.8 | 0.8 | | |||||||||
Adjusted EBITDA |
$ | 18.6 | $ | 15.5 | $ | 16.3 | ||||||
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