Dana Incorporated (DAN) Earnings Call Transcript & Summary

All right. Next up, we have Dana, Timothy Kraus, Senior VP and Chief Financial Officer. For those of you who follow closely, there was obviously big news. So you're probably the man of the hour.

I don't know, it's really my team and everyone involved.

Very busy. Clearly, you've been very busy as of late. And just for some background on Dana, it's a leading drivetrain and e-Propulsion system supplier. So there's been a lot of anticipation ahead of the Off-Highway sale that was officially announced outside Allison. And obviously, the implications that are very positive, in our view, on the balance sheet and shareholder return. So I'll touch on some of these, but I think probably best to start with the biggest news, which is the Off-Highway divestiture. For those who don't follow as closely, can you give us some context on e motivations behind it? And what kind of pushed you or drove you to do it?

Yes. I think the biggest motivation was the intrinsic value in the business that we didn't feel we were getting credit for in the valuation for the overall business. So especially when you look back over the last -- in the last few years, the stock ha now traded up since we made the announcement last November. But before that, we historically traded really in line with auto suppliers, and here's a business that's -- that should trade 2x, 2.5x better, and we just weren't seeing that reflected in the value. So we really -- we weren't concentrating on Off-Highway, we're really looking at ways to really help drive more shareholder value, and this was one of the ones that was really pretty obvious. And so we undertook the process to go through it and look to it and then now have announced the sale of the business to Allison. I think the other issue we had is, given where valuations are for those businesses, our ability to continue to invest and grow, that business was fairly limited, given that would be difficult from a shareholder perspective to continue to pay multiples that were significantly higher than we traded at. So I think we're no longer probably the best owner of that business. So I think Allison will be a great owner of the business and a great home for our 11,000 men and women who work in it.

And just maybe a little bit going to the transaction in a little bit more detail, some of the housekeeping around that. You may have covered some of this on the 8 a.m. call...

I've forgotten by now.

So there was some -- I think you did account for something like tax and expense, transaction-related expenses. So can you just go over, I guess, how much the deal is for and how much you're getting?

Yes. Yes. So enterprise value about $2.7 billion for the business. It's about a 7x multiple. We expect to -- after paying taxes, fees and separation costs, we expect to net about $2.4 billion in cash proceeds. Allison is assuming about $130 million of liabilities with the transaction. Most of those are pension-related liabilities, principally in a couple of facilities here in the states but also in the European business that does make up the bulk of the business.

And then you indicated that you used the $2 billion for debt paydown. It's more than we expected. I'm not sure what's necessarily -- that was always planned on your end. What was the -- I guess, what was the thinking about leverage?

Yes. I think we've been pretty significantly levered over the last 3, 4, 5 years. We do believe that we've said this really since we announced the deal that we're targeting 1x net leverage over the business cycle. So we would expect to exit the transaction at a multiple that's a little bit lower than that. But really, we'd like -- we believe there's meaningful improvement in our beta and therefore, better valuation from an equity perspective with a better balance sheet. It really does give us the flexibility to continue to invest in what we're calling New Dana, which is the remaining businesses, and be able to be a real partner and help drive both our own business and the businesses of our key customers forward as we move past owning the Off-Highway asset.

And then in addition, you announced up to -- or not up to, but $1 billion in capital returns through '27. I think a big chunk of that actually at before the closing deal.

Correct.

I guess, how do we think about the timing of that and form? Is it -- I think you've talked about buyback, dividends, the special dividend, just the sequencing of maybe how that might play out?

Yes. So it's up to $1 billion. We're really comfortable with being able to return $1 billion to shareholders through 2027. And as you mentioned, $550 million between now and around closing. So once we get the proceeds, we'll be able to complete the first $550 million of that. But what does the shape of that look like? We're going to continue to think through where we believe the intrinsic value of New Dana is, and we'll decide the best way to return that to shareholders, whether it be a buyback or a special dividend, really around how the stock trades and how the investors view the business. We said, "Hey, from now until shortly after closing, we may be opportunistic if the stock doesn't -- again, doesn't trade as well as we think, reflecting the true value of the business and may start to buy back some of that a little bit earlier if we move through the year and some of the cost actions and the cash flow from the business that we continue to generate through the year." So we're going to play it by year, so to speak, in the sense of let's see where the stock trades. But it's up to $1 billion, but we're highly confident that the New Dana and the cash flow profile of the business will be more than adequate to deliver the $1 billion through 2027.

I think in the past, you alluded to, there is some restrictions, I guess, on buying back from a volume or liquidity perspective. Does that kind of push you more, I guess, towards doing a special dividend or...

No. I mean, I think, look, we -- obviously, open market purchases versus an ASR or a tender, there's a number of different ways that we can affect a buyback. We continue to look at them, depending on what the size will be for that and over what period of time we'd like to accomplish the buyback. So again, I mean, it really will be market dependent as we kind of come through the next 6 months or so through closing.

One thing also from the transaction, you did retain, I think, a piece of the Off-Highway business. What was the motivation behind that?

It was really on the Allison side. There are businesses that they didn't feel they needed or wanted for the business. So it was -- part of what happens as you do a carve-out, I mean the Off-Highway business is a fairly diversified business. On the mobility side, we make everything from axles and driveshafts for field tractors to underground mining equipment and front-end loaders. So -- and then on the industrial side, there's literally 15,000 customers, components across a wide range of both industries and customers. So I think the businesses that they asked not to be included and we agreed, were really just a bit further away from their -- what they thought of it as the core business they wanted to acquire. And that's fine. We're -- the businesses that we're keeping out of that are strong businesses, and we will continue to operate.

And just from a logistical standpoint, is that going to flow into one of the segment? Is that going to be...

Yes. We're working through all of the accounting and the resegmenting. I think the financial reporting guys are ready to string me up, given we just resegmented and now we're going to have to move a few more things around. But yes, working through that. I think when we announce our second quarter earnings, we'll give you a view on where everything is going and a full reconciliation of our forecast, our current guidance back to what it's going to look like on a disc ops basis because the perimeter we're selling will go disc ops from an accounting perspective.

So now of the deal is officially announced, it was supposed to close late in like 4Q, correct? RemainCo or the New Dana, as you referred to it, what's your market -- or what's your strategic priority going forward?

I think strategically, really, we want to -- we're going to be a streamlined, very focused business on the Off-Highway -- or excuse me, the Commercial Vehicle and Light Vehicle markets. That's really our focus. For the management team and the Board, we're really focused on making sure that, that business is as profitable and efficient as it can be, be able to deliver best-in-class technologies and products to our customers and delivering a high level of return for our shareholders. So we're laser focused. Over the last 6, 7 months, we've embarked on a pretty ambitious cost reduction program. We're nearing the end of that. We want to keep the team focused on really driving on the efficiency and effectiveness of the businesses that we own to make sure that they're delivering the shareholder returns that we need to continue to drive the business forward. So that's really the focus going forward, is really looking at avenues for growth in those sectors and really making that business as profitable and effective as we can.

On that topic, $300 million in cost savings for the new data is a lot in the context of the RemainCo. How much do you think we can do this year? And do you feel -- how confident are you in -- are you still as confident in kind of the trajectory?

Yes. I mean we did about $10 million last year. We announced in April that our -- the portion of the $300 million that will be attained this year was $225 million. That's $50 million higher than we had originally forecast. We were able to accelerate some of the actions. So 100% highly confident, not only on the $225 million for this year, but the $300 million on a full run rate basis for 2026. I don't have any issue or any concern that we won't deliver the full $300 million that we talked about.

Where does that come from? Is it mainly EV?

It's really -- it's above the plants, but a huge chunk of it is the reduction in spend in EV, which includes engineering, but also includes program management purchasing. As we were ramping up and saw a very, very steep growth trajectory in EV, we added quite a bit of cost into the business. We're now -- as we react to the changes in the growth profile of that business, we've reacted and adjusted the spending there. But we're also -- it's efficiency across really the entirety of the SG&A. So finance, IT, really taking a really hard look at what we need in the business, how we can do, what we do more efficiently, vendors, it's really across the entirety of the complex. We've been aggressive, absolutely, but the business really went through this unprecedented transformation and growth, and now it's really time to take a step back and really think about the business, especially knowing that we were embarking on the Off-Highway sale. What did we really want New Dana to look like? And what type of profitability level did we really want to have in that business? And it really necessitated taking a good hard look at the cost structure.

I noticed in the slide deck, you did raise the margin outlook slightly, I think for...

We just kind of tightened it. I mean we were 9.5, 10.5 before. So I mean we just tightened up a little bit a little closer. Look, I think the -- when you look at the business, we'll have better margins in new Dana than we have in the holdco today. And that's really a result the cost savings program largely being in New Dana and then added margin enhancement that's going to flow through the rest of the business. So we're really excited about the businesses we're going to continue to own and New Dana and our prospects for the future and the types of products and technologies we're going to be able to deliver to what is a real blue-chip roster of customers.

Beyond, obviously, the buyback or dividend, both the capital returns, how do you think about CapEx for the New Dana and potentially, I don't know, M&A?

Yes. On the CapEx side, we're selling the business that from a CapEx perspective is a lower intensity. I think our CapEx is over the long period, pretty much where we're at today. I think there's still some opportunities to become a bit more efficient in how we deploy CapEx. Our CapEx in the remaining business, especially in the Light Vehicle Driveline business, tends to be lumpy. We have a number of very large programs that refresh over the cycles. And so it will ebb and flow. But I think kind of where we're at as a percentage of sales today with Off-Highway is kind of what I would think the business could do sort of as a -- over the cycle of our refreshes on all programs. And then on your question on M&A, I think we are really focused right now on New Dana and the organic prospects within that business. We've been -- we've done a lot of M&A over the last 4, 5, 6 years. What we really want to keep the team focused on is what we currently have in the portfolio, how do we make it more profitable? How do we make it better returning for the shareholder and quite frankly, for the customer? The healthier we are and the better able we are to invest back in those businesses and develop the products and the technologies that they're going to need for their next-generation program. So that's really what we're focused on at this point. Obviously, never say never, but really, we've got to get the transaction close. We need to get the separation finished, and we need to get New Dana at a level of profitability and return that we know that the business can do. And that's really the focus for the management team today.

In terms of the Light Vehicle customers, have they responded quite positively to the divestiture?

Well, I haven't spoken to them today, I've been here. But yes, I think the businesses don't have a lot of overlap. So -- but I think the one place where I believe they will take a lot of -- or be appreciated is we have a best-in-class balance sheet. So we tell them, hey, we're going to invest with you. We want to be the next generation on your -- whatever the program is, they'll know that given where the cap structure is and how much leverage we have in the business that we're going to be there and be able to deliver that -- those programs and that -- those technologies that they need to push their businesses forward.

I want to switch gears a little bit more to the perhaps in the near term. You've seen a tremendous volatility, I think, year-to-date, mainly on the policy side. But maybe things are a bit stable now, fingers crossed. How is your visibility on some of the production schedules?

We mentioned this morning, we continue to see weakness on the Commercial Vehicle side. I think that's really reflective of some of the macro backdrop that's the result of a lot of the policy movements that have been happening. On the Light Vehicle side, at least in the programs that we supply, which are a couple of very large ones, we're seeing stability on production schedules. So -- which -- I mean, for us, that's great. Any time we get stability and can see the volume and the mix is going to be, we can run much better, it's easier for us to convert those sales into profit. So things change pretty quickly in our business. So really, anything can happen. But right now, we're -- the stability is probably the best word. We always see demand changes or From the customer over time. But right now, very stable outlook for us in those major programs.

Tariffs, I don't have -- you've gone into pretty granular detail on earnings. Are those kind of recoveries playing out at the pace, at the magnitude you would have expected?

Yes. I mean I think the way to think about tariffs, especially from where we were at in April, is I feel a lot a lot better about where we're at. Obviously, still -- it's still a cost, still an impact to the business. I think we're getting more stability in the outlook, at least seems to be getting more stability in what's going on from a policy perspective on that and then -- which is easier to plan for. And then we are continuing to see our customers working with us to affect the recoveries of those tariffs across each of the end markets.

We did get an update this week from GM on bringing back production to the U.S. In your view, is that something that could be a tailwind longer term, given the footprint?

Yes. I mean, look, we're -- sometimes, it's good to be lucky. I mean our largest Light Vehicle programs are all domestically assembled. So Super Duty, Wrangler, Ranger and Bronco, we have -- our footprint is really domestically focused largely around those programs. It's tough to ship axles long distances, hard and it's expensive. So yes, I think as some production moves back into the U.S., we're going to certainly use our footprint as an advantage to do that. And we think, again, given our best-in-class balance sheet and the technologies and products we have, we think we have a real opportunity to find some growth as the customers from the OEMs start to rework where they're producing what and bring it back to the state.

Well, I think we'll pause a moment to maybe see if there's any questions.

On the debt repayment plan, could you just hear some thoughts on the timing for potential bond redemptions? And then is there a strategy that you're thinking about sort of going after near-term maturities or some of the higher coupon debt, including some of your notes?

Sure. We'll go after the debt, really act at or around closing. I mean we don't -- it's really the proceeds of the sale to reduce the debt load. In terms of how we're thinking about it, I think it's kind of a bit of an easy answer. We're going to consider the duration rate and the cost to take the debt out, obviously, in the backdrop of what's required under the indentures. So we're working through that. I think it will be a combination of those three factors as we kind of think about where we're going to reduce the debt. But obviously, it's nice to continue to have the debt maturities out there. I like that, given the seat that I sit in. So we're going to work through it. Obviously, we've got a little bit of time here, but it will be right around closing shortly thereafter that we'll go ahead and start paying down.

And on my end, I think the -- one of the things that I guess highlighted is that there's quite a bit of efficiency that can be driven out in the New Dana. And I know $300 million is a lot. Is there actually further room that you kind of uncovered on this to maybe even dig deeper?

Yes. There's always room for improvement. I don't really hear what you do or where you're at. I think more of the opportunity is probably less on sort of root reductions in cost. I think we're really -- the additional -- if you think about SG&A. Is really around what do we do, where do we do it, how can we do it better? So I think employing technologies to help further reduce SG&A, certainly is something I think looking at where we do some of the back-office functions. We'll offer certainly some more opportunities. But I mean, nothing on the scale that we've undertaken over the last 6 or 8 months. What I will say is I think there's a lot of opportunities in New Dana for additional margin enhancement. And that's really where we're focused on, growth in new markets and then really efficiency at the plant level, whether it be make-versus-buy decisions or footprint optimizations around the plants, what business we want to keep and some of which may not be as profitable as we'd like, we'll certainly look at maybe opting to move away from some products. I think the key for Bruce and myself and really the management team is we're not going to grow for growth's sake. Our view is we're happy to be a little smaller, but be a lot more profitable. So really focused on investing and keeping the businesses and driving the businesses where we can get the best return for the capital that we're employing and really think about that every time we make a decision and how we think about the business. Not that we didn't do that before, but when you're in the midst of a massive shift in vehicle architecture from ICE to EV and a lot of different growth across all the end markets, it's sometimes you're so focused on that, that some of the other basic principle, you kind of have to make some trade-offs. But we are 100% focused on the businesses that we own and making them the most efficient and the best-returning businesses for our shareholders.

I know you don't break this anywhere about Power Tech. I think there was probably the more least understood maybe business.

Well, it doesn't exist anymore.

Yes. I guess, is there opportunity to kind of look around the industry? There's quite a bit of M&A going on. And I know that's probably not the near-term priority, but it seems like there's a lot of assets out there that are kind of pretty cheap. And there's been calls for consolidation probably for the last 10, 15 years. Just I guess, maybe you wouldn't initiate it. But what do you sort of think about the state of the industry in that?

I think everybody says we need consolidation, but I'm not sure consolidation solves the basic imbalance in the supplier and OEM relationship. I guess some people believe it does. Look, I think for us, again, we're focused on the businesses we own. I wouldn't say M&A is at the top of the list in terms of capital allocation. Never say never, but we have a lot to get done in separating the Off-Highway, completing the sale and really getting New Dana to be the company we know it will be. You mentioned Power Tech. If you think about our Power Tech business, it's the ceiling and thermal business. On the ceiling side, really strong aftermarket business, very profitable. That's a great business to be in. We continue to think about that and look at where we can grow that business, especially on the aftermarket side. On the thermal side, we supply oil coolers for ICE, but we also have a very strong presence and position in power electronics and battery cooling. So while that growth in that business isn't nearly what we were thinking about 12 or 18 months ago, we are -- we do have the technologies and the products in production to continue to see growth in the thermal part of the business, so around EV and not even just full electrification. But if you think about it as the electronics in an ICE vehicle, which are now sort of distributed in a number of different places, to start to sort of consolidate the architectures become unified inside the ICE version, you're going to have electronics that are concentrated, generating a lot more heat, requiring active cooling around them, which just plays right into our thermal products business and our current battery and electronics cooling business. So we think there's a lot of really interesting opportunities on that side of the business, both in ICE and in the continued growth in [ EV ].

So with the New Dana, one thing that you mentioned, obviously, it's simplified much more, with off-highway gone. How does one think about the competitive dynamics in there across, I guess, somewhat on an axle side? So kind of is there -- are you going to able to compete much more, I guess, aggressively now that you're manically focused on the focused like that?

I would say we're -- like I mentioned, like the Off-Highway business had a lot of different go-to-markets. We had sales and assembly centers. We had an industrials business that had very different go-to-market strategy. I think, bringing that in and being able to focus is really, really helpful. I think, does it help us with respect to our customers? I think what our customers will appreciate is that where, again, we have the financial strength to continue to invest alongside of them over the long term and that we have the technology and continue to invest in the technologies. Like my example on the centralized electronics cooling, right? Those are the emerging technologies, emerging issues within the vehicle that we're going to be able to invest in and we think see growth and returns. So from that perspective, I think, yes, our customers are going to enjoy the fact that we're really focused on that business and focused on their core products and helping them solve some of the issues that they see in front of them.

One thing that's been, I would say, pretty common in the conferences, the rise of hybrids. I guess, for the New Dana, does that -- is that something that is -- let's say, hybrids in various flavors does very well. Is that a tailwind?

We love hybrids. You got an ICE powertrain, you got an electric powertrain. So it's a huge opportunity for us. I believe, especially on the driveline side, so we can continue to sell our ICE drivelines into those and have the opportunity to participate on the EV side, whether it be motors and inverters, power electronics, battery cooling, power electronics cooling. So yes, I think there's a lot of opportunities for us, whether it's hybrid. We've always said we're energy-source agnostic, and that remains absolutely true. You want an ICE, you want a BEV or you want a hybrid, you want range extended, I mean, all of those technologies -- you want fuel cells, we make bipolar metallic plates that go into fuel cells. So we have a lot of products and technologies that are applicable in hybrid as well as in full BEV and ICE.

Awesome. One more round of the room.

Just shout it out.

Just had a question just at the back of that last comment. Is there a higher hit rate if do you get awarded the contract for 1 of the 2 drive powertrains? Do you find yourself winning both more often? Or does that -- how do you think about that?

It depends. It really depends on the OEM and where they're at and what the vehicle architecture really is. If you look about the smaller vehicles, it's probably more on the ICE side at the end of the day because the OEMs are looking for scale on motors and inverters. And to the extent they can reuse some of that, they're going to, right? When you start moving into the larger vehicles, where maybe they don't have a power density motor that's going to work, we've got a lot more opportunity. The other part where we have -- I think we have some opportunities, the mechanicals and the way the architecture is designed adds mechanical content to it. So we have that ability to deliver more content, even if it's just on the ICE side. But I think outside of the drivetrain, I think all these other areas where we have technology like battery cooling, if it's not -- if they don't go to BEV but they go to a full BEV, they go to a hybrid while there's a smaller battery; it still needs all the same components to manage the thermal properties in there. So it's a huge opportunity for us. And our battery cooling business is really a modular business, right, anywhere for something that's small. I mean you think about GM, that's exactly how GM has designed their battery cooling, right? It's modular, just more plates in a Hummer than there are in a volt. So -- but it's essentially the exact same technology and plate. They just add them together. So I think in that respect, we've got a lot of opportunity to continue to see content growth in the Light Vehicle end market.

Thank you, Tim.

Thanks. Appreciate it.

Congratulations again.