UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 25, 2020
ADIENT PLC
(Exact name of registrant as specified in its charter)
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Ireland | | 001-37757 | | 98-1328821 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
25-28 North Wall Quay, IFSC
Dublin 1, Ireland D01 H104
(Address of principal executive offices)
Registrant’s telephone number, including area code: 734-254-5000
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of class | | Trading symbol(s) | | Name of exchange on which registered |
Ordinary Shares, par value $0.001 | | ADNT | | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):
| ☐ | 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)) |
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. ☐
Representatives of Adient plc (“Adient’) intend to meet with certain investors at various meetings from February 25, 2020 through early March 2020. A copy of the presentation materials that may be used during these meetings is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
On January 31, 2020, Adient issued FY2020 outlook that included, among other metrics, outlook regarding Adjusted EBITDA and equity income for FY2020. In response to the evolving developments related to the coronavirus outbreak in China, which has resulted in a staggered restart to operations after the Lunar New Year holiday by automotive manufacturers and corresponding decline in auto production, Adient now expects Adjusted EBITDA for FY2020 will track towards the low end of the outlook range of approximately $870M to $910M. Within Adjusted EBITDA, Adient is now lowering its equity income guidance for FY2020 to between approximately $175M - $185M (from the previous range of approximately $235M and $245M). Operational improvements in Americas and EMEA continue to accelerate, partially offsetting the approximate $70M headwinds in China (consolidated and unconsolidated impact). Adient is not commenting on or changing any of the other outlook that it provided on January 31, 2020.
Given the rapidly developing worldwide information regarding the coronavirus and its potential impacts, the inherent difficulty in predicting when Adient’s customers’ plants will be fully operational, the potential for lower consumer demand, as well as additional possible impacts on Adient’s facilities, employees, customers, suppliers and logistics providers, Adient is unable to quantify any further potential impact from these developments at this time.
The outlook set forth above speaks as of the date hereof. Adient does not intend to provide further updates on its outlook until it releases its second quarter FY2020 results in May.
Adient has made statements in this Current Report on Form 8-K that are forward-looking and, therefore, are subject to risks and uncertainties. All statements in this document other than statements of historical fact are statements that are, or could be, deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In this document, statements regarding the outcome, benefits and synergies of the transactions described herein or Adient’s future financial position, sales, costs, earnings, cash flows, other measures of results of operations, capital expenditures or debt levels and plans, objectives, outlook, targets, guidance or goals are forward-looking statements. Words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “forecast,” “project” or “plan” or terms of similar meaning are also generally intended to identify forward-looking statements. Adient cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond Adient’s control, that could cause Adient’s actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, risks related to: the ability of Adient to close its sale of its fabrics business, including receipt of necessary regulatory approvals, the ability of Adient to close the transactions subject to the Yanfeng Agreement, the impact of tax reform legislation through the Tax Cuts and Jobs Act, uncertainties in U.S. administrative policy regarding trade agreements, tariffs and other international trade relations, the ability of Adient to execute its SS&M turnaround plan, the ability of Adient to identify, recruit and retain key leadership, the ability of Adient to meet debt service requirements, the ability and terms of financing, general economic and business conditions, the strength of the U.S. or other economies, automotive vehicle production levels, mix and schedules, energy and commodity prices, the availability of raw materials and component products, currency exchange rates and cancellation of or changes to commercial arrangements. A detailed discussion of risks related to Adient’s business is included in the section entitled “Risk Factors” in Adient’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019 filed with the SEC on November 22, 2019 and subsequent quarterly reports on Form 10-Q filed with the SEC, including the Form 10-Q filed with the SEC on February 7, 2020, as available at www.sec.gov. Potential investors and others should consider these factors in evaluating the forward-looking statements and should not place undue reliance on such statements. The forward-looking statements included in this document are made only as of the date of this document, unless otherwise specified, and, except as required by law, Adient assumes no obligation, and disclaims any obligation, to update such statements to reflect events or circumstances occurring after the date of this document.
Adient does not undertake any obligation to update the projections to reflect events or circumstances or changes in expectations after the date of this document or to reflect the occurrence of subsequent events. No representations or warranties are made as to the accuracy or reasonableness of such assumptions or the projections based thereon.
For a reconciliation of non-GAAP measures to their closest GAAP equivalent measures, please see the appendix to the Adient plc Investor Presentation dated February 25, 2020 that is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Reconciliations of non-GAAP measures related to FY2020 guidance have not been provided due to the unreasonable efforts it would take to provide such reconciliations.
| Item 9.01. | Financial Statements and Exhibits. |
EXHIBIT INDEX
SIGNATURE
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.
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| | | | ADIENT PLC |
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Date: February 25, 2020 | | | | By: | | /s/ Cathleen A. Ebacher |
| | | | Name: | | Cathleen A. Ebacher |
| | | | Title: | | Vice President, General Counsel and Secretary |
