SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported) November 12, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
One Village Center Drive,
Van Buren Township,
(Address of Principal Executive Offices)
Registrant's 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 communications 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))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value $.01 per share||VC||The NASDAQ Stock Market LLC|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
SECTION 7 - REGULATION FD
Item 7.01. Regulation FD Disclosure.
Senior executives of Visteon Corporation (the “Company”) are expected to make a presentation on November 12, 2020 to investors and security analysts at the Baird Global Industrial Conference. The presentation will include a discussion of the Company’s strategy, financial profile and related matters, including certain financial information. In connection with such presentation, the Company is making available the presentation slides attached hereto as Exhibit 99.1, which are 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 9 - FINANCIAL INFORMATION AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
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.
|/s/Brett D. Pynnonen|
| Brett D. Pynnonen|
| Senior Vice President and General Counsel|
Date: November 12, 2020
Baird Industrials Conference November 2020
Forward-Looking Information • This presentation contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The words "will," "may," "designed to," "outlook," "believes," "should," "anticipates," "plans," "expects," "intends," "estimates," "forecasts" and similar expressions identify certain of these forward-looking statements. 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: • continued and future impacts of the coronavirus (COVID-19) pandemic on our financial condition and business operations including global supply chain disruptions, market downturns, reduced consumer demand, and new government actions or restrictions; • conditions within the automotive industry, including (i) the automotive vehicle production volumes and schedules of our customers, (ii) the financial condition of our customers and the effects of any restructuring or reorganization plans that may be undertaken by our customers, including work stoppages at our customers, 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; • our ability to execute on our transformational plans and cost-reduction initiatives in the amounts and on the timing contemplated; • 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; • our ability to satisfy pension and other post-employment benefit obligations; • our ability to access funds generated by foreign subsidiaries and joint ventures on a timely and cost effective basis; • general economic conditions, including changes in interest 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; • 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 • those factors identified in our filings with the SEC (including our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 as updated by our subsequent filings with the Securities and Exchange Commission). • 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 presentation, and which we assume no obligation to update. The financial results presented herein are preliminary and unaudited; final financial results will be included in the company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020. New business wins, re-wins and backlog do not represent firm orders or firm commitments from customers, but is based on various assumptions, including the timing and duration of product launches, vehicle production levels, customer cancellations, installation rates, customer price reductions and currency exchange rates. 2
Visteon At A Glance Leading supplier of innovative cockpit electronics and advanced safety systems to carmakers globally $2.9B annual sales1 10,000 employees 18 countries 20 manufacturing locations 18 technical centers Leading the evolution of automotive digital cockpits and safety solutions 3 1. For fiscal year 2019
Industry-Leading Products for a Broad Customer Base Pure play cockpit electronics supplier with comprehensive product portfolio Product Portfolio Customer Diversity Instrument Cockpit Head-up Displays Infotainment Connectivity ADAS clusters computers displays 4
Investment Thesis Visteon is a compelling long-term investment opportunity Pure Play Cockpit Innovative Product Competitive Strong Electronics Company Portfolio Cost Structure Balance Sheet1 Secular trends transforming Leading analog-to-digital Leveraging industry-leading $435M in cash to withstand cockpit electronics transition in clusters engineering footprint uncertainty and drive future growth Nimble and adaptable to Introduced industry-first Commercial and No significant near-term debt changing environment cockpit domain controller operational discipline maturities Leading supplier of cockpit Innovative display Emerging stronger post (0.4x) net debt / trailing 12-month electronics to global OEMs technologies COVID-19 adjusted EBITDA 5 1. As of Q3 2020 ending 09/30/20
Appendix November 2020
Reconciliation of Non-GAAP Financial Information (cont’d) Adjusted EBITDA The Company defines Adjusted EBITDA as net income / (loss) attributable to the Company adjusted to eliminate the impact of depreciation and amortization, restructuring expense, net interest expense, equity in net (income) / loss of non-consolidated affiliates, provision for income taxes, discontinued operations, net income / (loss) attributable to non-controlling interests, non-cash stock-based compensation expense, and other gains and losses not reflective of the Company's ongoing operations. 2019 2020 FY 2020 Guidance (Dollars in millions) Q1 Q2 Q3 Q4 Full Year Q1 Q2 Q3 YTD Net income / (loss) attributable to Visteon $14 $7 $14 $35 $70 ($35) ($45) $6 ($74) Depreciation and amortization 25 24 25 26 100 25 25 25 75 Restructuring expense 1 - 1 2 4 33 4 32 69 Interest expense, net 2 2 3 2 9 2 3 5 10 Equity in net (income) / loss of non-consolidated affiliates (3) (3) (1) 1 (6) (1) (1) (2) (4) Provision for income taxes (5) 8 13 8 24 5 2 12 19 Income from discontinued operations, net of tax - - - 1 1 - - - - Net income / (loss) attributable to non-controlling interests 2 1 4 4 11 (1) 3 4 6 Non-cash, stock-based compensation 5 6 3 3 17 5 4 4 13 Other - 1 - 3 4 - 2 1 3 Subtotal $27 $39 $48 $50 $164 $68 $42 $81 $191 Adjusted EBITDA $41 $46 $62 $85 $234 $33 ($3) $87 $117 Memo: Adjusted Net Income Net income / (loss) attributable to Visteon $14 $7 $14 $35 $70 ($35) ($45) $6 ($74) Restructuring expense 1 - 1 2 4 33 4 32 69 Discontinued operations - - - 1 1 - - - - Other - 1 - 3 4 - 2 1 3 Tax effect of adjustments - - - (1) (1) - (1) (1) (2) Subtotal $1 $1 $1 $5 $8 $33 $5 $32 $70 Adjusted net income $15 $8 $15 $40 $78 ($2) ($40) $38 ($4) 7