Every material Form 8-K PHINIA filed with the SEC in 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
PHINIA reported third-quarter 2024 results with net sales down 6.4% from a year earlier, to $839 million, as Fuel Systems sales fell in Europe and China. Net earnings were $31 million, or $0.70 per diluted share, compared with a loss of $1 million a year earlier, and the company revised its full-year 2024 guidance citing softer end vehicle markets.
Q3 net sales $839 million, down 6.4% from $896 million; adjusted sales $838 million, down 3.7%
Net earnings $31 million ($0.70 per diluted share) vs. a loss of $1 million ($0.02 per share) in Q3 2023; adjusted EPS $1.17 vs. $0.69
Full-year 2024 guidance now calls for net sales of $3.36 billion to $3.41 billion and adjusted EBITDA of $470 million to $490 million
Board raised share repurchase authorization by $250 million to $400 million; $450 million of 6.625% senior notes due 2032 issued
PHINIA Inc. issued $450 million of 6.625% senior notes due October 15, 2032, upsized from a previously announced $400 million offering, and said it intends to use the proceeds to repay all outstanding term loan A borrowings. The company also amended its credit agreement to reduce the margin on revolving loans and modify certain covenants, which the filing describes without quantifying.
Notes: $450 million principal, 6.625% coupon, sold at 100.00% of principal, due October 15, 2032
Interest payable semiannually on April 15 and October 15, starting April 15, 2025
Proceeds to repay all term loan A borrowings, pay offering fees and expenses, and for general corporate purposes
Credit Agreement Amendment No. 2 dated September 17, 2024 reduces revolving loan margin and modifies covenants
PHINIA reported second quarter 2024 results for the period ended June 30, 2024, with net sales of $868 million, down 2.1% from a year earlier, and net earnings of $14 million, down from $35 million. The company said full-year sales will be at the low end of its prior ranges and gave full-year 2024 net earnings guidance of $100 million to $140 million after revising its adjusted tax rate expectation, which means lower sales and profit for shareholders in the period.
Q2 net sales of $868 million, down 2.1% from Q2 2023, with lower commercial vehicle sales in Europe and light vehicle sales in China
Q2 diluted EPS of $0.31 versus $0.74 a year earlier; adjusted diluted EPS of $0.88 versus $1.61
Q2 net earnings were reduced by a $15 million loss on the extinguishment of debt; adjusted EBITDA was $117 million versus $130 million
Full-year 2024 net sales expected at the low end of prior ranges; net earnings guidance of $100 million to $140 million
PHINIA's Board increased its size from seven to eight members and elected Meggan M. Walsh to fill the new seat, effective July 1, 2024. Walsh, 60, previously served as Senior Portfolio Manager and Head of Dividend Value at Invesco Ltd., and the Board has determined she is independent.
Board expanded from seven to eight members; Walsh elected to fill the resulting vacancy effective July 1, 2024
Walsh, 60, previously a Senior Portfolio Manager and Head, Dividend Value at Invesco Ltd., with 35 years of investor leadership experience
Board has determined Walsh is independent under NYSE listing standards
Her annual equity award and Board committee appointment will be approved by the Board at a later date
PHINIA reported first-quarter 2024 net sales of $863 million, up 3.4% from a year earlier, but net earnings fell to $29 million, or $0.62 per diluted share, from $35 million, or $0.75, in the prior-year quarter. Adjusted EPS was $1.08 compared with $1.19, and the company reaffirmed its full-year 2024 outlook, which includes net earnings of $125 million to $160 million.
Net sales of $863 million, up 3.4% from $835 million in Q1 2023; excluding $17 million of contract manufacturing sales, sales were up slightly.
GAAP diluted EPS of $0.62 versus $0.75; adjusted EPS of $1.08 versus $1.19.
Full-year 2024 guidance reaffirmed: net earnings of $125 million to $160 million and adjusted EBITDA of $470 million to $510 million.
In early April, the company issued $525 million of senior secured notes to repay its Term Loan B and revolving credit balance.
PHINIA issued $525 million of 6.75% senior secured notes due 2029, upsized from $425 million, and proceeds will repay term loan B and revolving credit borrowings. The company also amended its credit agreement, raising the total net leverage covenant from 3.00:1.00 to 3.25:1.00 and removing the mandatory prepayment tied to operating cash flow, which adds debt to the balance sheet but refinances existing borrowings.
Notes issued April 4, 2024 at 100.00% of principal, $525 million, up from $425 million planned
Interest of 6.75% per year, paid semiannually on April 15 and October 15, first payment October 15, 2024; maturity April 15, 2029
Proceeds to repay all outstanding term loan B and revolving credit borrowings, pay fees, and for general corporate purposes
Credit agreement amendment with Bank of America, N.A. raises net leverage covenant to 3.25:1.00 from 3.00:1.00
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every PHINIA filing is on SEC EDGAR ↗. 8-K briefs of other companies →