PENDLETON, Ind., Aug. 3,
2015 /PRNewswire/ -- Remy International, Inc. (NASDAQ: REMY),
a leading worldwide manufacturer, remanufacturer, and distributor
of starter motors and alternators, multi-line products and hybrid
electric motors, today announced its financial results for the
second quarter ended June 30, 2015.
Jay Pittas, Remy International, Inc. President and CEO
commented, "We performed as expected in the second quarter.
As we had previously stated, the first half of 2015 presented
challenging comparisons to 2014, primarily due to the loss of a
major retail customer in the automotive aftermarket. We
continue to expect improved performance going forward."
Financial
Results
|
Three months ended
June 30,
|
|
Six months ended
June 30,
|
(In millions, except
per share data)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
Net sales
|
$
|
272.0
|
|
|
$
|
302.9
|
|
|
$
|
575.4
|
|
|
$
|
608.9
|
|
Net income
(loss)
|
$
|
(1.0)
|
|
|
$
|
5.0
|
|
|
$
|
15.6
|
|
|
$
|
10.0
|
|
Diluted earnings
(loss) per share
|
$
|
(0.03)
|
|
|
$
|
0.16
|
|
|
$
|
0.49
|
|
|
$
|
0.31
|
|
Net cash provided by
(used in) operating activities
|
$
|
16.1
|
|
|
$
|
5.5
|
|
|
$
|
28.3
|
|
|
$
|
(3.9)
|
|
Cash earnings per
share
|
$
|
0.41
|
|
|
$
|
0.69
|
|
|
$
|
0.82
|
|
|
$
|
1.31
|
|
Adjusted
EBITDA
|
$
|
25.5
|
|
|
$
|
36.7
|
|
|
$
|
51.2
|
|
|
$
|
72.6
|
|
Second Quarter Highlights
- Net sales of $272.0 million for
the second quarter of 2015 compared to $302.9 million for the second quarter of 2014.
The decrease in net sales was driven by decreased volume and mix of
$28.4 million, a negative pricing
impact of $2.9 million, and
unfavorable foreign currency translation of $9.2 million. The net sales decrease was
partially offset by $9.7 million in
second quarter sales of Maval, which we acquired in March 2015.
- Reported a quarterly net loss of $1.0
million in the second quarter of 2015, compared to prior
year, due to lower volume/mix, currency translation, restructuring
costs and $1.2 million expense for
professional fees related to the Maval acquisition and the pending
BorgWarner transaction.
- Made significant progress in our ongoing effort to reduce
overhead cost structure with $5.0
million lower selling, general and administrative expenses,
compared to prior year.
- Adjusted EBITDA of $25.5 million
for the second quarter of 2015 compared to $36.7 million for the second quarter of 2014. The
decrease of $11.2 million in Adjusted
EBITDA is primarily driven by an $8.5
million decrease in volume and mix of products and
$1.2 million of negative foreign
currency impact in second quarter of 2015 compared to the second
quarter of 2014.
- Generated $16.1 million cash from
operations during the second quarter of 2015, an increase of
$10.6 million over the second quarter
of 2014.
- During the second quarter of 2015, we returned $13.4 million to stockholders through the share
repurchase program and dividends.
- On July 12, 2015, we entered into
a definitive agreement to be acquired by BorgWarner Inc. The Merger
Agreement provides that at the effective time of the merger, if it
occurs, each of the outstanding shares of Remy common stock (other
than certain shares owned by BorgWarner, Remy and their respective
subsidiaries, and shares that are owned by Remy stockholders who
have perfected and not withdrawn a demand for appraisal rights
pursuant to Delaware law) will be
cancelled and converted into $29.50
in cash, without interest. The completion of the transaction is
subject to the approval of our stockholders as well as certain
customary terms and conditions, including antitrust and other
regulatory clearances in the U.S. and abroad. Assuming timely
satisfaction of the closing conditions, the transaction is expected
to close during the fourth quarter of 2015.
- On July 30, 2015, the Board of
Directors declared a quarterly dividend of $0.11 per share payable on August 28, 2015 to stockholders of record as of
August 14, 2015.
Conference Call Cancellation and Guidance Withdrawal
As previously announced, Remy has signed a definitive agreement
to be acquired by BorgWarner. In light of the pending
transaction, the Company will not hold a conference call on
Tuesday, August 4, 2015, at
9:00 am Eastern to discuss its second
quarter results as previously announced in a press release dated
June 30, 2015. Also in light of the
pending transaction, Remy is withdrawing its full year 2015
guidance for key financial metrics.
About Remy International, Inc.
Founded by the Remy brothers in 1896, Remy International, Inc.
(NASDAQ: REMY) is a leading global manufacturer, remanufacturer,
and distributor of alternators, starter motors, and electric
traction motors for the automotive and commercial vehicle industry,
marketed under the Remy® and Delco Remy® brands. The company also
provides multi-line products through its subsidiaries.
Headquartered in Pendleton,
Indiana, with operations across five continents and ten
countries, Remy is a trusted partner to original equipment
manufacturers and aftermarket organizations worldwide, delivering
creative solutions for today's vehicle challenges. For more
information visit http://www.remyinc.com.
Use of Non-U.S. GAAP Financial Information
Accounting principles generally accepted in the United States (U.S. GAAP) is the standard
framework of guidelines for financial accounting. U.S. GAAP
includes the standards, conventions, and rules accountants follow
in recording and summarizing transactions and in the preparation of
financial statements. In addition to reporting financial results in
accordance with U.S. GAAP, Remy has provided adjusted EBITDA, cash
earnings and cash earnings per share, non-U.S. GAAP financial
measures, which are frequently used by management, analysts,
investors and other interested parties. Management believes
that the non-U.S. GAAP financial measures presented provide a
useful measure of Remy's financial performance since they exclude
certain items which do not reflect ongoing operations. A
reconciliation of U.S. GAAP net income to adjusted EBITDA, and
adjusted EBITDA to cash earnings and cash earnings per share is
provided herein. Adjusted EBITDA is defined by the Company as
net income before (i) interest expense–net, (ii) income tax
expense, (iii) depreciation and amortization, (iv) stock-based
compensation expense, (v) restructuring, other charges and other
impairment charges, (vi) certain purchase accounting finished goods
inventory step-up costs, (vii) litigation settlements and related
legal fees, (viii) acquisition related costs, and (ix) other
adjustments. In the fourth quarter 2014, we updated our
definition to include litigation settlements and related legal
fees, as well as, Transaction related fees. All periods
presented conform to this definition. Cash earnings is
defined as adjusted EBITDA less cash paid for (i) income taxes,
(ii) interest expense and (iii) capital expenditures. Adjusted
EBITDA, cash earnings and cash earnings per share as defined by the
Company may differ from non-U.S. GAAP measures used by other
companies and is not a measurement under U.S. GAAP. There are
limitations inherent in non-U.S. GAAP financial measures in that
they exclude a variety of charges and credits that are required to
be included in a U.S. GAAP presentation, and therefore do not
present the full measure of the Company's recorded costs against
its revenue. Accordingly, in analyzing Remy's future
financial performance, non-U.S. GAAP results presented should be
considered together with U.S. GAAP results, rather than as an
alternative to U.S. GAAP basis financial measures. Reconciliations
of non-U.S. GAAP measures to related U.S. GAAP measures are
presented in the financial schedules which accompany this
release.
Cautionary Statements Regarding Forward-Looking
Information
Some of the statements contained in this filing with respect to
the Company are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as
amended, and are subject to the safe harbor created thereby under
the Private Securities Litigation Reform Act of 1995.
These statements include declarations regarding intents,
beliefs, estimates and current expectations of the Company. In some
cases, forward-looking statements can be identified by terminology
such as "may," "might," "will," "should," "could," "expects,"
"intends," "assumes," "seeks to," "plans," "anticipates,"
"believes," "projects," "estimates," "predicts," "potential,"
"future," "goal," "objective," or "continue," or the negative of
such terms or other variations thereof or comparable terminology,
or by discussions of strategy that involve risks and uncertainties.
Forward-looking statements are not guarantees or assurances of
future performance, and actual results could differ materially from
those indicated by the forward-looking statements. Forward-looking
statements involve estimates, assumptions, known and unknown risks,
uncertainties and other factors that may cause the Company's actual
results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity,
performance or achievements expressed or implied by such
forward-looking statements. Such estimates, assumptions, risks,
uncertainties and other factors include, but are not limited to,
those related to (i) the likelihood that the transaction is
consummated on a timely basis or at all, including whether
government approvals sought in connection with the transaction will
be obtained (or obtained within the time periods anticipated) and
whether the other conditions required to complete the transaction
will be met (or met within the time periods anticipated),
(ii) whether the expected benefits of the transaction will be
realized, (iii) the risk that, and uncertainty as to whether,
costs, customer loss and business disruption (including, without
limitation, difficulties in maintaining relationships with
employees, customers, suppliers and other counterparties) related
to the transaction may be greater than expected, and
(iv) future financial results and liquidity,
(v) development of new products and services, (vi) the
effect of competitive products or pricing, (vii) the effect of
commodity and raw material prices, (viii) the impact of supply
chain cost management initiatives, (ix) restructuring risks,
(x) customs duty claims, (xi) litigation uncertainties
and warranty claims, (xii) conditions in the automotive
industry, (xiii) foreign currency fluctuations,
(xiv) costs related to re-sourcing and outsourcing products
and (xv) the effect of economic conditions.
These forward-looking statements are also qualified by, and
should be read together with the "Forward-looking Statements", the
"Risk Factors" and the other statements in the Company's Annual
Report on Form 10-K for the year-ended December 31, 2014,
subsequent Quarterly Reports on Form 10-Q, and other filings,
in each case as filed with the Securities and Exchange Commission
(SEC) and available at www.sec.gov, and investors should refer to
such risk factors and other statements in evaluating the
forward-looking statements contained in the summaries above.
Any forward-looking statements speak only as to the date this
press release, and the Company does not undertake any obligation to
update any forward-looking statements to reflect events or
circumstances after the date on which such statements are made or
to reflect the occurrence of unanticipated events except as
otherwise required by law. New factors emerge from time to time,
and it is not possible for the Company to predict all such factors.
Furthermore, it may not be possible for the Company to assess the
impact of any such factor on its business (viewed independently or
together) or the extent to which any factor, or combination of
factors, may cause results to differ materially from those
contained in any forward-looking statement. The foregoing factors
should not be construed as exhaustive.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of Remy by BorgWarner. In
connection with the proposed acquisition, Remy and Borg Warner intend to file relevant
materials with the SEC, including Remy's proxy statement on
Schedule 14A, a preliminary version of which has been filed
with the SEC on August 3, 2015.
STOCKHOLDERS OF REMY ARE URGED TO READ ALL RELEVANT DOCUMENTS
FILED WITH THE SEC, INCLUDING REMY'S PROXY STATEMENT, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders may obtain
the documents free of charge at the SEC's web site,
http://www.sec.gov, or the Company's web site,
http://www.remyinc.com under "Investors - SEC Filings".
Participants in Solicitation
Remy and its directors, executive officers and other members of
management and employees and BorgWarner and its directors,
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies
from the holders of Remy common stock in respect of the proposed
transaction. Information about the directors and executive
officers of Remy is set forth in the proxy statement for Remy's
Annual Meeting of Stockholders, which was filed with the SEC on
April 30, 2015. Information
about the directors and executive officers of BorgWarner is set
forth in the proxy statement for BorgWarner's Annual Meeting of
Stockholders, which was filed with the SEC on March 20, 2015. Investors may obtain
additional information regarding the interest of such participants
by reading the proxy statement regarding the acquisition, a
preliminary version of which has been filed with the SEC on
August 3, 2015.
A copy of the second quarter 2015 Form 10-Q will be available on
the Remy International Website at: http://www.remyinc.com
under "Investor Relations."
Investor Contact:
Investor Relations
ir@remyinc.com
(765) 778-6602
Remy
International, Inc.
|
Index of
consolidated financial information
|
|
Consolidated balance
sheets as of June 30, 2015 (unaudited) and December 31,
2014
|
A-2
|
Consolidated
statements of operations (unaudited) for the three and six months
ended June 30, 2015 and June 30, 2014
|
A-3
|
Consolidated
statements of cash flows (unaudited) for the six months ended June
30, 2015 and June 30, 2014
|
A-4
|
Reconciliation of
non-U.S. GAAP financial measures (unaudited) for the three and six
months ended June 30, 2015 and June 30, 2014
|
A-5
|
|
The accompanying
unaudited consolidated financial information and reconciliation
schedules should be read in conjunction with the Remy
International, Inc. Annual Report on Form 10-K for the year ended
December 31, 2014 and Quarterly Reports on Form 10-Q for the
periods ended March 31, 2015 and June 30, 2015, each of which were
filed with the United States Securities and Exchange
Commission.
|
|
A-1
|
Remy
International, Inc.
|
Consolidated
balance sheets
|
|
|
June
30,
|
|
December
31,
|
(In thousands,
except share information)
|
2015
|
|
2014
|
Assets:
|
(unaudited)
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$
|
102,446
|
|
|
$
|
84,885
|
|
Trade accounts
receivable (less allowances of $1,973 and $1,519)
|
228,821
|
|
|
210,356
|
|
Other
receivables
|
13,970
|
|
|
16,692
|
|
Inventories
|
191,777
|
|
|
164,143
|
|
Deferred income
taxes
|
35,715
|
|
|
42,308
|
|
Prepaid expenses and
other current assets
|
12,713
|
|
|
11,865
|
|
Total current
assets
|
585,442
|
|
|
530,249
|
|
|
|
|
|
Property, plant and
equipment
|
231,665
|
|
|
226,073
|
|
Less accumulated
depreciation and amortization
|
(75,225)
|
|
|
(61,615)
|
|
Property, plant and
equipment, net
|
156,440
|
|
|
164,458
|
|
|
|
|
|
Deferred financing
costs, net of amortization
|
1,341
|
|
|
1,471
|
|
Goodwill
|
263,491
|
|
|
259,586
|
|
Intangibles,
net
|
279,877
|
|
|
298,023
|
|
Other noncurrent
assets
|
47,844
|
|
|
65,309
|
|
Total
assets
|
$
|
1,334,435
|
|
|
$
|
1,319,096
|
|
|
|
|
|
Liabilities and
Equity:
|
|
|
|
Current
liabilities:
|
|
|
|
Short-term
debt
|
$
|
5,793
|
|
|
$
|
7,761
|
|
Current maturities of
long-term debt
|
3,489
|
|
|
3,509
|
|
Accounts
payable
|
183,797
|
|
|
177,333
|
|
Accrued
interest
|
121
|
|
|
94
|
|
Accrued
restructuring
|
420
|
|
|
331
|
|
Other current
liabilities and accrued expenses
|
113,607
|
|
|
128,509
|
|
Total current
liabilities
|
307,227
|
|
|
317,537
|
|
|
|
|
|
Long-term debt, net
of current maturities
|
340,191
|
|
|
298,295
|
|
Postretirement
benefits other than pensions
|
1,378
|
|
|
1,484
|
|
Accrued pension
benefits
|
33,310
|
|
|
34,267
|
|
Deferred income
taxes
|
49,683
|
|
|
54,783
|
|
Other noncurrent
liabilities
|
26,992
|
|
|
26,483
|
|
|
|
|
|
Equity:
|
|
|
|
Remy International,
Inc. stockholders' equity:
|
|
|
|
Common stock, Par
value of $0.0001; 31,811,724 shares outstanding at June 30, 2015,
and 32,201,086 shares outstanding at December 31, 2014
|
3
|
|
|
3
|
|
Treasury stock, at
cost; 634,064 treasury shares at June 30, 2015, and no treasury
shares at December 31, 2014
|
(11,062)
|
|
|
—
|
|
Additional paid-in
capital
|
598,115
|
|
|
595,627
|
|
Retained
earnings
|
8,972
|
|
|
—
|
|
Accumulated other
comprehensive loss
|
(20,374)
|
|
|
(9,383)
|
|
Total Remy
International, Inc. stockholders' equity
|
575,654
|
|
|
586,247
|
|
Total liabilities and
equity
|
$
|
1,334,435
|
|
|
$
|
1,319,096
|
|
|
A-2
|
Remy
International, Inc.
|
Consolidated
statements of operations
|
(Unaudited)
|
|
|
Three months ended
June 30,
|
|
Six months ended
June 30,
|
(In thousands, except
per share amounts)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
Net
sales
|
$
|
271,997
|
|
|
$
|
302,910
|
|
|
$
|
575,408
|
|
|
$
|
608,915
|
|
Cost of goods
sold
|
237,151
|
|
|
252,913
|
|
|
478,560
|
|
|
512,567
|
|
Gross
profit
|
34,846
|
|
|
49,997
|
|
|
96,848
|
|
|
96,348
|
|
Selling, general, and
administrative expenses
|
30,906
|
|
|
35,890
|
|
|
64,326
|
|
|
68,821
|
|
Restructuring and
other charges
|
371
|
|
|
79
|
|
|
444
|
|
|
393
|
|
Operating
income
|
3,569
|
|
|
14,028
|
|
|
32,078
|
|
|
27,134
|
|
Interest
expense–net
|
4,123
|
|
|
5,337
|
|
|
9,134
|
|
|
10,591
|
|
Income (loss) before
income taxes
|
(554)
|
|
|
8,691
|
|
|
22,944
|
|
|
16,543
|
|
Income tax
expense
|
396
|
|
|
3,661
|
|
|
7,324
|
|
|
6,569
|
|
Net income
(loss)
|
$
|
(950)
|
|
|
$
|
5,030
|
|
|
$
|
15,620
|
|
|
$
|
9,974
|
|
|
|
|
|
|
|
|
|
Basic earnings
(loss) per share:
|
|
|
|
|
|
|
|
Earnings (loss) per
share
|
$
|
(0.03)
|
|
|
$
|
0.16
|
|
|
$
|
0.49
|
|
|
$
|
0.31
|
|
Weighted average
shares outstanding
|
31,674
|
|
|
31,787
|
|
|
31,759
|
|
|
31,720
|
|
Diluted earnings
(loss) per share:
|
|
|
|
|
|
|
|
Earnings (loss) per
share
|
$
|
(0.03)
|
|
|
$
|
0.16
|
|
|
$
|
0.49
|
|
|
$
|
0.31
|
|
Weighted average
shares outstanding
|
31,674
|
|
|
31,866
|
|
|
31,842
|
|
|
31,844
|
|
Dividends declared
per common share
|
$
|
0.11
|
|
|
$
|
0.10
|
|
|
$
|
0.21
|
|
|
$
|
0.20
|
|
|
A-3
|
Remy
International, Inc.
|
Consolidated
statements of cash flows
|
(Unaudited)
|
|
|
Six months ended
June 30,
|
(In
thousands)
|
2015
|
|
2014
|
Cash flows from
operating activities:
|
|
|
|
Net income
|
$
|
15,620
|
|
|
$
|
9,974
|
|
Adjustments to
reconcile net income to cash provided by (used in) operating
activities:
|
|
|
|
Depreciation and
amortization
|
36,031
|
|
|
36,664
|
|
Stock-based
compensation
|
2,325
|
|
|
2,561
|
|
Deferred income
taxes
|
1,020
|
|
|
(5,192)
|
|
Accrued pension and
postretirement benefits, net
|
(1,119)
|
|
|
(2,123)
|
|
Restructuring and
other charges
|
444
|
|
|
393
|
|
Cash payments for
restructuring charges
|
(355)
|
|
|
(1,266)
|
|
Other
|
1,602
|
|
|
263
|
|
Changes in operating
assets and liabilities, net of restructuring charges:
|
|
|
|
Accounts
receivable
|
(11,357)
|
|
|
(39,230)
|
|
Inventories
|
(16,936)
|
|
|
(13,998)
|
|
Accounts
payable
|
4,865
|
|
|
19,939
|
|
Other current assets
and liabilities, net
|
(19,913)
|
|
|
979
|
|
Other noncurrent
assets and liabilities, net
|
16,105
|
|
|
(12,908)
|
|
Net cash provided by
(used in) operating activities
|
28,332
|
|
|
(3,944)
|
|
|
|
|
|
Cash flows from
investing activities:
|
|
|
|
Purchases of
property, plant and equipment
|
(10,412)
|
|
|
(11,830)
|
|
Net proceeds on sale
of assets
|
29
|
|
|
80
|
|
Acquisition of Maval
Manufacturing, Inc.
|
(22,000)
|
|
|
—
|
|
Acquisition of USA
Industries, Inc., net of cash acquired of $109
|
—
|
|
|
(40,070)
|
|
Net cash used in
investing activities
|
(32,383)
|
|
|
(51,820)
|
|
|
|
|
|
Cash flows from
financing activities:
|
|
|
|
Change in short-term
debt
|
(1,904)
|
|
|
4,930
|
|
Proceeds from
borrowings on Asset-Based Revolving Credit Facility
|
155,750
|
|
|
—
|
|
Payments made on
Asset-Based Revolving Credit Facility
|
(112,150)
|
|
|
—
|
|
Payments made on
long-term debt, including capital leases
|
(1,756)
|
|
|
(1,693)
|
|
Dividend payments on
common stock
|
(6,800)
|
|
|
(6,548)
|
|
Purchase of treasury
stock
|
(11,062)
|
|
|
(2,505)
|
|
Other
|
1,634
|
|
|
1,227
|
|
Net cash provided by
(used in) financing activities
|
23,712
|
|
|
(4,589)
|
|
|
|
|
|
Effect of exchange
rate changes on cash and cash equivalents
|
(2,100)
|
|
|
1,619
|
|
Net increase
(decrease) in cash and cash equivalents
|
17,561
|
|
|
(58,734)
|
|
Cash and cash
equivalents at beginning of period
|
84,885
|
|
|
114,884
|
|
Cash and cash
equivalents at end of period
|
$
|
102,446
|
|
|
$
|
56,150
|
|
Supplemental
disclosure information:
|
|
|
|
Cash paid for income
taxes, net of refunds received
|
$
|
6,004
|
|
|
$
|
9,251
|
|
Cash paid for
interest expense
|
$
|
8,835
|
|
|
$
|
9,779
|
|
Noncash investing
and financing activities:
|
|
|
|
Purchases of
property, plant and equipment in accounts payable
|
$
|
1,808
|
|
|
$
|
2,816
|
|
|
A-4
|
Remy International,
Inc.
Reconciliation of non-U.S. GAAP financial
measures
(Unaudited)
Adjusted EBITDA
Adjusted EBITDA is not a measure of performance defined in
accordance with U.S. GAAP. We use adjusted EBITDA as a supplement
to our U.S. GAAP results in evaluating our business. Other
companies in our industry define adjusted EBITDA differently from
us and, as a result, our measure is not comparable to similarly
titled measures used by other companies in our industry.
We define adjusted EBITDA as net income (loss) before interest
expense–net, income tax expense, depreciation and amortization,
stock-based compensation expense, restructuring, other charges and
other impairment charges, certain purchase accounting finished
goods inventory step-up costs and other adjustments as set forth in
the reconciliations provided below. In the fourth quarter
2014, we updated our definition to include litigation settlements
and related legal fees, as well as, acquisition related
costs. All periods presented conform to this definition.
Adjusted EBITDA is one of the key factors upon which we assess
performance. As an analytical tool, adjusted EBITDA assists us in
comparing our performance over various reporting periods on a
consistent basis because it excludes items that we do not believe
reflect our ongoing operating performance.
Adjusted EBITDA should not be considered as an alternative to
net income as an indicator of our performance, as an alternative to
net cash provided by operating activities as a measure of
liquidity, or as an alternative to any other measure prescribed by
U.S. GAAP. There are limitations to using non-U.S. GAAP measures
such as adjusted EBITDA. Although we believe that adjusted EBITDA
may make an evaluation of our operating performance more consistent
because it removes items that do not reflect our ongoing
operations, adjusted EBITDA excludes certain financial information
that some may consider important in evaluating our performance.
The following table sets forth a reconciliation of adjusted
EBITDA to its most directly comparable U.S. GAAP measure, net
income (loss).
|
Three months ended
June 30,
|
|
Six months ended
June 30,
|
(In
thousands)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
Net income
(loss)
|
$
|
(950)
|
|
|
$
|
5,030
|
|
|
$
|
15,620
|
|
|
$
|
9,974
|
|
Adjustments:
|
|
|
|
|
|
|
|
Interest
expense–net
|
4,123
|
|
|
5,337
|
|
|
9,134
|
|
|
10,591
|
|
Income tax
expense
|
396
|
|
|
3,661
|
|
|
7,324
|
|
|
6,569
|
|
Depreciation and
amortization
|
18,994
|
|
|
18,607
|
|
|
36,031
|
|
|
36,664
|
|
Stock-based
compensation expense
|
1,009
|
|
|
1,342
|
|
|
2,325
|
|
|
2,561
|
|
Restructuring and
other charges
|
371
|
|
|
79
|
|
|
444
|
|
|
393
|
|
Litigation
settlements and related legal fees
|
—
|
|
|
1,587
|
|
|
—
|
|
|
2,324
|
|
Acquisition related
costs
|
1,175
|
|
|
—
|
|
|
1,271
|
|
|
—
|
|
Purchase accounting
finished goods inventory step-up
|
—
|
|
|
965
|
|
|
587
|
|
|
3,474
|
|
Other nonrecurring
adjustments (a)
|
411
|
|
|
57
|
|
|
(21,492)
|
|
|
54
|
|
Total
adjustments
|
26,479
|
|
|
31,635
|
|
|
35,624
|
|
|
62,630
|
|
Adjusted
EBITDA
|
$
|
25,529
|
|
|
$
|
36,665
|
|
|
$
|
51,244
|
|
|
$
|
72,604
|
|
|
|
(a)
|
Represents the
elimination of the $22.0 million net impact of one-time core
settlements with customers in Q1 2015 and (gain)/loss on sale of
fixed assets in both periods.
|
|
A-5
|
Remy International,
Inc.
Reconciliation of non-U.S. GAAP financial
measures
(Unaudited)
Cash earnings and cash earnings per share
Management believes cash earnings and cash earnings per share,
which are non-U.S. GAAP measures, are useful in evaluating the
ongoing operating performance of the Company. We define cash
earnings as adjusted EBITDA less cash paid for (i) income taxes,
(ii) interest expense and (iii) capital expenditures. Cash earnings
per share is defined as cash earnings divided by the weighted
average number of diluted shares outstanding for the period.
Other companies in our industry define cash earnings and cash
earnings per share differently from us and, as a result, our
measures are not comparable to similarly titled measures used by
other companies in our industry.
The following table sets forth a reconciliation of cash earnings
per share to its most directly comparable U.S. GAAP measure,
diluted earnings (loss) per share:
|
Three months ended
June 30,
|
|
Six months ended
June 30,
|
(In thousands, except
per share amounts)
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
Adjusted EBITDA
(a)
|
$
|
25,529
|
|
|
$
|
36,665
|
|
|
$
|
51,244
|
|
|
$
|
72,604
|
|
Adjustments:
|
|
|
|
|
|
|
|
Cash paid for income
taxes
|
(3,083)
|
|
|
(4,381)
|
|
|
(6,004)
|
|
|
(9,251)
|
|
Cash paid for
interest expense
|
(4,357)
|
|
|
(4,845)
|
|
|
(8,835)
|
|
|
(9,779)
|
|
Purchases of
property, plant and equipment
|
(5,030)
|
|
|
(5,317)
|
|
|
(10,412)
|
|
|
(11,830)
|
|
Total
adjustments
|
(12,470)
|
|
|
(14,543)
|
|
|
(25,251)
|
|
|
(30,860)
|
|
Cash
earnings
|
$
|
13,059
|
|
|
$
|
22,122
|
|
|
$
|
25,993
|
|
|
$
|
41,744
|
|
|
|
|
|
|
|
|
|
Diluted earnings
(loss) per share:
|
|
|
|
|
|
|
|
Diluted weighted
average shares outstanding (b)
|
31,739
|
|
(c)
|
31,866
|
|
|
31,842
|
|
|
31,844
|
|
Diluted earnings
(loss) per share
|
$
|
(0.03)
|
|
|
$
|
0.16
|
|
|
$
|
0.49
|
|
|
$
|
0.31
|
|
Diluted cash
earnings per share
|
$
|
0.41
|
|
|
$
|
0.69
|
|
|
$
|
0.82
|
|
|
$
|
1.31
|
|
|
|
(a)
|
See accompanying
Non-U.S. GAAP reconciliation schedule of Adjusted
EBITDA.
|
|
|
(b)
|
Weighted average
shares outstanding is calculated based on the Old Remy weighted
average diluted shares outstanding and assuming the additional
272,851 shares issued in respect of the contribution of Imaging
were outstanding for the entire period under common control, or
August 2012 through December 31, 2014.
|
|
|
(c)
|
The weighted average
diluted shares outstanding for the quarter ended June 30, 2015
includes 65,390 shares that were anti-dilutive and excluded from
the U.S. GAAP diluted EPS calculation due to the U.S. GAAP reported
quarterly net loss.
|
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SOURCE Remy International, Inc.