PHIN - NYSE

Ladies and gentlemen, good morning. My name is Abby and I will be your conference operator today. At this time, I would like to welcome everyone to the PHINIA Second Quarter 2023 Earnings Conference Call. Today's conference is being recorded, and all lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. [Operator Instructions] Thank you. And I will now turn the conference over to Mike Heifler, Vice President of Investor Relations. You may begin.

Thank you, Abby, and good morning, everyone. We appreciate you joining us. PHINIA completed its separation from BorgWarner on July 3rd and started trading on the New York Stock Exchange on July 5th. Prior to the separation, PHINIA was a wholly owned subsidiary of BorgWarner comprised of the company's fuel systems and aftermarket segments. PHINIA's historical GAAP financial information is presented on a carve-out basis. In addition, we present certain adjusted non-GAAP financial measures on today's call and in supporting materials. Our conference call materials were issued this morning and are available on PHINIA's Investor Relations website. We are also broadcasting this call via webcast. Joining us today is Brady Ericson, CEO; and Chris Gropp, CFO. During this call, we will make forward-looking statements, which are based on management's current expectations and are subject to risks and uncertainties. Actual results may differ materially from these statements due to a variety of factors, including those described in our SEC filings. And with that, it's my pleasure to turn the call over to Brady.

Thanks, Mike, and thank you all for joining PHINIA's first earnings call. As Mike mentioned, on July 3rd, we completed the spin-off from BorgWarner and were honored to ring the opening bell on July 5 prior to our stock trading for the first time as an independent company. Our entire leadership team, family members and key supporters were present to celebrate this key milestone. It was a great event, but it would not have been possible without the dedication and commitment of nearly 13,000 employees and for that, our leadership team and Board of Directors want to say thank you. In the weeks after, our leadership team scattered around the world to share our excitement and to celebrate the milestone with as many of our employees as possible. The celebrations were great and the level of excitement and commitment shown was extremely high. While our journey is just beginning, we are confident in our future given how our team came together to meet extraordinarily tight deadlines related to separation and not missing a beat in servicing our customers and executing on our day-to-day business. We've assembled a strong team, bringing together the right talent and experience to deliver on our strategies. We have a balance of legacy BorgWarner and Delphi as well as top outside talent. As we built the team, one thing became very clear. We all chose to be here because we believe in the long-term potential of the business. We all support our focus on product leadership and our drive to achieve carbon neutrality by 2035. We have long-term relationships with many of the top OEMs in the world and their feedback around the spin-off has been highly supportive. The last few years have challenged the supply chain and have demonstrated the importance of strong, reliable suppliers that have a technology that brings value, a global footprint and solid financial footing. With their increasingly limited resources, they will rely on us more and more to provide complete systems as well as software and calibration services, increasing our share of wallet and further integrating us into their business. With this backdrop, we're confident we will have multiple avenues for growth as an ideal supplier partner. Now I want to take a few minutes to talk about our strategy. Over the last few months, I've met with many of you and appreciate your feedback. We've heard a few things that really stand out about our story. First, this is not a pure light vehicle OE ICE business. Today, more than 50% of our sales come from commercial vehicle and industrial applications, original equipment service and the independent aftermarket channels. Second, we have both the desire and clear path to profitably grow the business for long term. We believe that we can accomplish this without sacrificing our margins or cash generating ability. We will leverage our core technologies, competencies, brands, footprint and distribution to add synergistic products and to enter adjacent markets. And finally, there was an acknowledgment that BEV will not be the only solution needed to achieve carbon neutrality. For many applications, a carbon neutral and carbon-free fuel liquefied or gaseous will provide the optimal overall performance in utility for many applications, especially those requiring high power, high loads, traveling long distances, operating off highway and with high uptime requirements. These applications require the energy density, the portability and the practicality of these fuels. There are also some regions focusing on carbon neutral fuels as their pathway to carbon neutrality rather than BEV. Regions include availability of renewable energy, infrastructure challenges, national security and energy independence. In the mid-term, we still see opportunities in the light vehicle market with secular growth in gasoline direct injection or GDI where our GDI technology is key for full hybrid and plug-in hybrid applications. Next I'd like to touch on our capital allocation. In the coming weeks, we'll be meeting with our Board of Directors to align on our overall capital allocation strategy. We already communicated our intentions for an appropriate dividend at our Investor Day and expect to provide more color around our entire capital allocation strategy in due course. We remain confident in our business' strong earnings and cash generation ability over the long-term. As we previously articulated, our focus will be to maintain our strong balance sheet and maximizing total shareholder returns. This will include: one, dividends; two, optimizing our debt structure; three, strategic and rapidly accretive and high ROIC acquisitions to grow our commercial and industrial and aftermarket businesses; and four, opportunistically repurchasing shares. Many of you have also asked about our key metrics for tracking the performance of the business. We strongly believe that an economic value and ROIC framework, along with cash generation, will provide appropriate alignment between the incentives for our employees and the interest of our shareholders. We will look to roll this out for 2024. Now moving to Q2. I'm proud of the team's execution in Q2. Our results demonstrate positive momentum on a sequential basis as well as a year-over-year. Versus the same period in 2022, we expanded our adjusted operating margin by 180 basis points to 10.6% and our adjusted EBITDA margins by 140 basis points to 14.7%. As we shared our expectations in June, on a Q1 to Q2 2023 basis, we've also improved our adjusted operating and adjusted EBITDA margins from the first quarter by 80 basis points each. It's important to note that a portion of this improvement reflects timing and lumpiness of customer recoveries versus realization of supplier inflationary costs. We had an easy comparison with Q2 of last year and Q1 of this year when both periods were incurring costs from our supply base, but not yet receiving reimbursement from our customers. In Q3 of last year, we received retroactive reimbursement as well creating more difficult margin comparison coming up in our next Q3. We expect our underlying positive operational performance to continue in the second half of this year, but will be offset by increasing corporate costs as a standalone company, our support for our sustainable profitable growth objective. Let me walk you through some of the existing recent new business wins. PHINIA secured a major business award to supply injectors to a European OEM for a heavy-duty commercial vehicle that is complying with Euro 7 emission standards. We've been selected as the main partner to a U.S. Department of Energy project announced on May 19, 2023 and funded by the DOE to advance research, development and implementation of technologies to reduce greenhouse gas emissions. The project will feature PHINIA's new hydrogen medium pressure direct injection fuel system technology. We also secured a contract to supply powertrain domain control units or PDCUs to a leading Asian OEM. And finally, PHINIA secured a contract to supply starter motors for a medium-duty application for a large U.S. OEM. These last two were conquests and will support our continued profitable growth. With that, I'd like to hand it over to Chris, who will walk us through in more detail our Q2 results and the outlook for the rest of the year. Chris?

Thanks, Brady. And I'd like to add my congratulations to the PHINIA team. I greatly appreciate the commitment and long hours that the team has put in over the last few months to get us over the finish line to a successful separation. I know the same commitment and momentum will carry forward and help us drive the success of PHINIA. Before diving into the financials for the quarter, I would like to note again that the following discussion regarding Q2 results reflects the fuel systems and aftermarket business units that were under BorgWarner ownership prior to completion of the spin-off on July 3. At quarter-end, PHINIA is not operating as a standalone business. Our 10-Q to be filed later today reflects GAAP carve-out basis. There are allocations between us and our former parent that will eliminate going forward plus countless other changes as a result of the spin, which impact any takeaways within our Q2 reported numbers as filed. To help the investment community better understand our historical underlying operating performance by segment, we included an adjusted quarterly table in today's earning presentation within the appendix section of the document. This table aligns with the presentation that we shared at our Investor Day. We expect our Q3 results will be a more accurate representation of the performance of PHINIA as a standalone business, but will still have some adjustments due to transition services agreements and contract manufacturing, which we expect to fully exit by the end of 2024. That said, our intent is to make these comments helpful to gauge our fuel systems and aftermarket performance during this quarter and help you think about the business going forward. In Q2 2023, we generated $887 million in total sales, up 11% year-over-year. We achieved $94 million in adjusted operating income and $130 million of adjusted EBITDA resulting in an adjusted operating margin of 10.6% and an adjusted EBITDA margin of 14.7%, a year-over-year improvement of 180 basis points and 140 basis points, respectively. Sales growth in the quarter was driven by higher CV sales in Europe and continued expansion of GDI in the Americas. We saw favorable sales from volume and net new business accounting for 8% of the year-over-year growth. Additionally, positive customer pricing of $30 million, including $19 million of inflationary customer recoveries made up the balance of our growth somewhat offset by a slight FX headwind. These recoveries represented 72% of our realized inflationary cost for the first half and have reached agreement on recovery mechanisms with most of our top customers for inflationary cost recovery for the year. Please note that some Q2 customer recoveries were retroactive to the beginning of the year. Therefore, when looking at our adjusted margin performance going forward, it's more instructive to consider overall first half performance as a jumping off point. From an overall margin perspective, we benefited from higher volumes in both fuel systems and aftermarket as well as positive price from customer inflationary cost pass-throughs, partially offset by commodity, product mix, inflationary and other supplier related costs. We also saw a benefit from reduction in corporate cost versus a year ago. Looking at performance on a segment level, we are pleased with the year-over-year and sequential improvements in fuel systems margin. Fuel systems adjusted operating margins improved 220 basis points from the same period a year ago or 11.3% and 280 basis points from Q1 of this year. This improvement is largely due to timing of non-commodity inflationary cost recoveries which, as Brady mentioned earlier, can be lumpy. In the second quarter of last year, margins were depressed as we were incurring higher inflationary supplier cost and were not yet being reimbursed by our customers. In Q2 of this year, we received inflation recovery that not only covered the second quarter, but was also retroactive to the beginning of the year. Fuel systems also continues to benefit from higher European CV business and GDI growth in the Americas. Our aftermarket business sales grew 4% year-over-year, driven by positive price and growth in European markets. Adjusted operating margin came in at 14.6%, down 120 basis points from the same period a year ago due to product mix. Overall, we expect to continue our margin expansion momentum and as we laid out in June to target longer-term EBITDA margins of 14% to 15%. We continue to assess our cost and footprint on an ongoing basis with an eye to further efficiencies. In addition, we will continue to incur cost related to the spin as we adjust our footprint to reflect the separation. We continue to expect corporate cost to be $60 million to $70 million for the full year. We expect corporate cost to annualize next year at approximately $80 million, but there will still be some noise from transitional services as we finalize new contracts, complete our staffing and finalize allocation between segments and corporate. Year-to-date cash from operations was $26 million. Cash flow was impacted by spin-off costs and some working capital build related to separation activities that are expected to normalize by year-end. I wanted to spend a minute talking about our liquidity. We are committed to a strong financial foundation and having ample liquidity to run our business and execute our strategy. Upon completion of our spin on July 3, we entered into a five-year credit agreement consisting of $500 million revolver, a $300 million term loan A and a $425 million term loan B. We have $800 million outstanding under these agreements at an average interest rate of 8.7%. On July 3, we also had approximately $300 million in cash giving us total liquidity of more than $700 million and net leverage of approximately 1 times EBITDA. Finally, I would like to reiterate the 2023 outlook we provided at Investor Day. There is no change to our underlying full year guidance. At our Investor Day, we disclosed we have short-term contract manufacturing arrangements with BorgWarner. We anticipate contract manufacturing sales to be $45 million to $50 million for the second half of this year with an annualized run rate of approximately $100 million in negligible profits. We expect these sales to trail off over 2024. Consequently, we will be adjusting our sales guide to exclude these temporary low margin pass-through sales in order to provide a more accurate view of our business performance over the longer-term. We expect full year sales, excluding contract manufacturing, to be $3.45 billion to $3.55 billion and adjusted EBITDA of $485 million to $505 million. With that, I want to thank you for your time and we will now move to the Q&A portion of our call.

Thank you. [Operator Instructions] And we will take our first question from Jake Scholl with BNP Paribas. Your line is open.

Hey, guys, and congratulations on successfully getting through the spin-off. The first thing I want to ask you guys is so on BorgWarner's call, they mentioned that they expect a $450 million payment in the third quarter. Could you talk about how that's going to impact your financials and if that's something that's already kind of accounted for on your pro forma balance sheet?

I mean on the spin on July 3 as we took on that additional debt of the term loan A and B and revolver, there was then a lot of cash payments kind of going back and forth to pay off all the intercompany due to BorgWarner and BorgWarner due to us. And I believe the net result is what they were mentioning after all the spin cost was the $450 million. But I don't have that full walk. Again we think there was an $800 million net payment that we had from all the debt that we gave to BorgWarner and that's net of other payments. So there's nothing going to impact us going forward. That all happened on July 3.

And – go ahead, sorry.

No, sorry. Go ahead.

And I think my other question is could you guys just give us the walk from your net leverage now, which stands at about 1 times to your year-end net leverage, which looks like is also at about 1 times. Is there any – are there any cash payments that are factored into the guide? Can you just talk through the bridge there? Thank you.

Yes. If I understand, you're talking about the net leverage. What you're not seeing on that chart is the cash generation that we're going to have in Q3 and Q4. So our net cash would – probably is going to be going up with the profits and improvement in our working capital. And so we'll then determine what do we do with that cash as part of our capital allocation. Do we pay down debt, dividends and other items? So I do see us maintaining that or improving on our net leverage, too.

All right. Thank you.

[Operator Instructions] And with no further questions at this time, I will now turn – I do apologize. We did get another question. Next question comes from Douglas Dethy with DC Partners. Your line is open.

Congrats on all your efforts on the spin-off. Could you comment a little bit about the management incentives, the stocks and sort of compensation philosophy relative to your key performance parameters? Thank you.

Sure. I think right now, obviously, we had incentives that were put in place with BorgWarner. Those are basically carrying over. We're going to be working with our Board and our account committee in this next meeting as we do those conversions. But as I mentioned on the call, we're going to be resetting kind of our key metrics that will be focused on economic value and ROIC as well as the overall cash generation of the business on a year-over-year basis. And so that will be rolled out for the 2024 and beyond is how we're going to do things.

Okay. That's helpful and look forward to seeing that. Just the other comment. Now you're a much smaller company, you're not part of I guess the very large company. And just comment on how that will affect you going forward? I mean we deal with a lot of smaller companies and they have fewer resources and it's different than running a big company. How do you see that I guess opportunity…?

I think in general the way that things were set up under the prior ownership is most of our business units were pretty standalone. From finance, supply chain, engineering; our plants were pretty standalone. So from that perspective, there's not a lot different. There's obviously going to be some differences and the fact that legal, investor relations, treasury, tax are going to be some of the additional corporate costs that we need to add to our organization because that was some of the primary support that we had from our prior parent. So from our perspective that's going to be the biggest dissynergy. With that said, I think we're going to be a lot more nimble in supporting our business and so I think we're going to be a lot more focused on our customers and our markets to help grow our business. And that's where I made the comment earlier around our customers are actually excited about the spin because they know they're going to have a trusted partner to supply them with combustion technology, whether it's carbon neutral, carbon-free, aftermarket parts for decades and decades. And so they were quite supportive and excited about the opportunity because they see us continuing to invest in that space and we're going to continue to help them transition to carbon-free fuels going forward.

Good. Thank you very much.

[Operator Instructions] And with no further questions, I will now turn the call back to Mr. Brady Ericson for closing remarks.