Ladies and gentlemen, thank you for standing by, and welcome to the first quarter, 2021 Meritor Inc. earnings conference call. At this time, all participants are in a listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. [Operator Instructions] Please be advised that today's conference is being recorded. [Operator Instructions]. I would now like to hand the conference to one of your speakers today, Todd Chirillo, Senior Director of Investors. Sir, please go ahead.

Thank you, Michelle. Good morning, everyone, and welcome to Meritor's First Quarter Fiscal Year 2021 Earnings Call. On the call today, we have Jay Craig, CEO and President; Chris Villavarayan, Executive Vice President and Chief Operating Officer; and Carl Anderson, Senior Vice President and Chief Financial Officer; all of whom will be available for questions following the call. The slides accompanying today's call are available at meritor.com. We'll refer to the slides in our discussion this morning. The content of this conference call, which we're recording, is the property of Meritor, Inc. It's protected by U.S. and international copyright law, and may not be rebroadcast without the express written consent of Meritor. We consider your continued participation to be your consent to our recording. Our discussion may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Let me now refer you to Slide 2 for a more complete disclosure of the risks that could affect our results. To the extent we refer to any non-GAAP measures in our call, you'll find the reconciliation to GAAP in the slides on our website. Now I'll turn the call over to Jay.

Thanks, Todd. Good morning, everyone. Let's turn to Slide 3. As you can see from our results this quarter, we're off to a tremendous start for the year. I want to thank Meritor employees for the excellent performance. Regardless of the environment, this team exceeds expectations, as demonstrated last year, and right out of the gate, in fiscal 2021. Our Class 8 truck orders from North America, our largest market, rose to the fourth and fifth highest months in history, in November and December. We executed it exceedingly well, as you will hear from Chris and Carl. In fact, with truck volumes materially rising in almost all our end markets, we are raising our full year outlook significantly. Since 2021 rebound provides us with increased confidence and a clear path to 2022 objectives, particularly because we believe that some of this year's headwinds, will become tailwinds next year, as we complete our current M-plans. At the same time, we're investing in the revolutionary technologies we are bringing to market. These technologies will give commercial vehicle OEMS, optimal solutions to meet regional CO2 reduction targets, and will also provide a host of other benefits. At this point, I will turn the call over to Chris, for highlights for the quarter, and come back later for closing comments.

Thanks, Jake. We're obviously pleased with our results this quarter. On revenue that was essentially flat year-over -year, our adjusted EBITDA margin was 60 basis points higher than the same period last year, and free cash flow was up significantly. Carl will give you more details on the financials in just a moment, but the primary takeaway is that we're optimistic about the demand for commercial vehicles throughout the remainder of fiscal 2021. We expect significantly higher volumes than most markets, as most economies deploy fiscal and monetary stimuli, the vaccine rollout gains momentum, and the demand for goods increases, particularly in North America. On the right half of this slide, we highlight business wins this quarter. You will remember that last November, we said we expected to exceed our M2022 new business target of 300 million. We're going to talk about some of those contracts that are driving that outperformance in our truck and industrial businesses, as well as production awards for our electric powertrain. Moving to Slide 4, you will see a few examples of customers with whom we have recently secured new business on a variety of applications. In India, we have additional axle contracts with Ashok Leyland and Daimler India, for medium and heavy duty vehicle. We now have standard position with Terex for front and rear drive axles and brakes on concrete mixers. We will supply an existing customer with independent front suspensions for recreational vehicles, and we have entered a new three-year LTA with John Deere for 100% of its applicator axles. Transitioning to electrification, Slide 5 gives you a look at additional contracts we’ve secured for our ePowertrain. As mentioned last quarter, we believe we'll be the first supplier to manufacture electric ePowertrains for Class 8 trucks. These new contracts reflect the application flexibility we’ve designed into our electric powertrain portfolio, and the growing demand for Meritor’s solution. The ePowertrain is an integrated product, engineered to allow for a variety of subsystems, including axle, transmission, motors, wheel ends, and brakes, to function as one efficient system. We have entered into a five-year agreement to supply Meritor’s 14Xe electric powertrains for Autocar’s refuse vehicle. With Lion Electric, a Canadian manufacturer of zero-emission vehicles, we signed a three-year agreement to supply our heavy duty tandem electric powertrain for Lion’s AT tractor. And we’ve also secured a three-year contract with Volta Trucks in London. Meritor’s 14Xe will be equipped on the Volta Zero, a full land 16-tonne commercial vehicle designed for inner city parcel and freight distribution. We expect revenues from all these contracts to ramp up in 2023. With the industry recognition we have already received for this product, the growing number of production contracts, we are highly confident that Meritor’s electric powertrain represents game-changing technology for commercial vehicles. Carl will now provide more detail on our financial results.

Thanks, Chris, and good morning. On today's call, I will review our first quarter financial results, discuss the upturn we are seeing in most of our global markets, and provide an update to our fiscal year 2021 outlook. Overall, as you heard from Chris, we delivered strong financial performance in the quarter. Adjusted EBITDA margin was 11.5%, and we generated $34 million of free cash flow. Now, let me provide the details of our financial results compared to the prior year on Slide 6. Beginning with total company results, revenue came in at $889 million, roughly flat from the same period last year. Net income from continuing operations was $32 million, compared to $39 million in the prior year. Lower net income was primarily the result of higher interest expense, which included $8 million of debt extinguishment costs incurred in the first quarter of fiscal year 2021. This was partially offset by cost reduction actions executed in the second half of last year. Additionally, joint venture earnings increased $5 million from a year ago. This was driven primarily from a $6 million one-time gain recognized from our joint venture in Brazil relating to a value added tax credit. Overall, this drove adjusted EBITDA of $102 million in the first fiscal quarter of 2021, which translates to an adjusted EBITDA margin of 11.5%, a 50 basis point increase from the prior year. Adjusted diluted earnings per share was $0.60, down slightly from $0.64 last year. And free cash flow improved by $69 million from a year ago, as we saw a tailwind from our back stream programs, and we had $32 million in lower incentive compensation payments in the quarter. Now, let's look at our segment results compared to the same period last year. Sales in commercial truck increased by 4%…

Thanks, Carl. Let’s turn to Slide 10. With this being my last call with you, I wanted to make a few comments before we go to questions. My first earnings call with Meritor was in the second quarter of 2008, and except for a few quarters in 2013, and ‘14, when I was running the business, I have not missed one. So, I guess that puts me somewhere close to 50 calls. While in charge and all CEOs and CFOs look forward to them, I can honestly say, I always did. Our investors and analysts, many of whom have been with us a long time, always drove us to be better, and challenged us to look at the business from different perspectives. Your insight, comments, and questions, contributed to the successful transformation of the company over the past several years. As I transition to the role of Executive Chairman, I have full confidence in Chris's ability and that of his leadership team, to maintain the trajectory of high performance that we have demonstrated for quite a long time now. Growing our base business, expanding our electrification capabilities, and maintaining excellent levels of operating performance, will continue to be the highest priority, as we remain focused on returning value to shareholders. As we near the successful completion of our third M-plan, we recognize the discipline and execution that it took to become the company we are today, and we'll proceed with the same diligence. For this, I want to thank all our employees around the globe that have helped us achieve the enormous stretch targets we have set for ourselves. I will miss working day to day with such a diverse, talented and driven team. I also want to thank our Board of Directors for their support and guidance. We have a strong board with a diverse set of strengths, that has played an important role in the company's journey. I look forward to continuing to work with them as Executive Chairman. I wish all of you my best in the future. And with that, we will take your questions.

[Operator Instructions] Our first question does come from the line of James Picariello with KeyBanc Capital. Your line is open. Please go ahead.

Hey, good morning guys. And Jay, congratulations again on your retirement. It's been a pleasure. Within your FY’21 guidance here, can you just talk about what the implied incrementals are, what the additional EV related spend might be? And then, Carl, you did mention color on incrementals to FY’22. I mean, can you just talk about those incrementals, how we get to that targeted 12.5% for FY’22 within that framework? Thanks.

Good morning, James. Yes, as it relates to fiscal ’21, as I referenced, we do expect all in, to have about 19% conversion on the incremental revenue that we're seeing. We are faced with a couple of headwinds, and I referenced both steel and incentive compensation, but with - and as it relates to electrification. In the quarter, we did at $6 million of higher electrification spend compared to a year ago. We are also probably tracking closer to the $30 million of electrification expense within fiscal year ‘21 as well. So overall, as we look forward, we're very confident in our ability to continue to deliver and get close to that 20% kind of incremental margins for fiscal 21, but more importantly, it really is - as I laid out, we're definitely on track to deliver on our ‘22 target.

Got it. The 30 million electrification spend, that's cumulative, right? That would be like an incremental $10 million or so, is that right?

Yes. It's about 7 million to 8 million higher than we did a year ago.

Got it. And then can you just - I mean, maybe I just missed this, but can you provide an update on what the number is in terms of EV awards that are booked, and then what the - is the pipeline potential, that 200 million, has that changed at all? And just maybe talk about what the latest two - the last two awards, what is a highly competitive process. Thanks.

James, it's Chris Villavarayan. I'll take that question. So what we talked about is a line of sight for $500 million, of which, with the announcements we've made today with booked business to $400 million. And we still have our line of sight for the last $100 million to the targets that we had provided earlier. And then talking about the three agreements that we announced today with Lion Electric Volta, and Autocar, that accounts for a total of $200 million of booked up business in total. We're not breaking that out by year.

Understood. Thanks guys.

Thank you. And our next question comes from the line of Ryan Brinkman with JPMorgan. Your line is open. Please go ahead.

Hi, thanks for taking my questions. Can you hear me?

Yes, we can.

Okay, great. Thanks. Given the mention on Slide 4 of exposure to the RV market via front suspensions and the record wholesale shipment numbers that have been coming out of the recreational vehicle industry association lately, I just wanted to ask about what your revenue exposure is to this area, what kind of growth you might be seeing. Are you primarily benefiting from the increase in industry volumes, or are you also in any way incrementally targeting that market with new products, et cetera? And also since you last reported earnings, I think we heard the very first announcements relative to the potential for electrification in the RV space, which came from Lordstown Motors and Camping World in December. Do you have any thoughts on electrification in this corner of the market and what role that Meritor could potentially play?

Sure. Ryan, it’s Chris Villavarayan. I'll start the question and then maybe hand it over to Carl to just provide some of the financials. But very quickly, with the acquisition of AxleTech, obviously this has been a very important market. And so, as part of M2022, we also had a strategy to grow in this market. And so, what we're doing is exactly executing on that strategy. The new win is part of a growth strategy and is not associated with the current market growth. So we had a plan to grow this business, and that's exactly what we're doing. Specific to electrification, we are looking at, let's call it independent suspensions with Wieland Motors, but that is something that we're exploring a little bit further. With that, I'm going to turn it to Carl.

Ryan, that business kind of resides in our industrial segment. And if I look at what we're seeing in that, especially entering into ‘21 in total, we do now see our industrial business up on a high single digit percent on a year-over-year basis at this point.

Okay. Very good. Thank you. And then just last question, relative to the electrification opportunities that were identified on Slide 5, I'm curious if the potential pipeline has maybe grown. And I'd be interested too, if you have any thoughts on GM's new BrightDrop plans, and whether that automaker’s relatively greater vertical integration of electrified drive line components in the light vehicle side, might or might not translate into similar vertical integration on the commercial vehicle side. Also, just what you're seeing generally in terms of the latest developments with regard to commercial vehicle manufacturers’ plans to either insource or outsource the types of electrification components that you're able to provide.

Well, I'll take that question, Ryan. Just maybe first perspective, from a broad spectrum, when we look at the three customer awards that we presented today, Autocar, a nameplate that's been around for 125 - 123 years. And then if you look at Volta, it's a brand new entrant, and Lion’s been in the market for about 10 years. So it's great to see that from a broad spectrum of customers, they see the value in Meritor’s product. Now, specific to where we see this growth, we do see - the first thing that we're focused on is obviously completing our pipeline. And to that point, we’re testing with a multitude of OEs right now around the globe. So hopefully we can talk about more wins here, but right now, we're targeting - targeted on closing out on our $500 million book of business that we talk about. Specific to the GM, and let's call it the skateboard, I think when you look at - the best part about it is, in terms of whether you look at OEs integrating this, the best part of electrification is in any sense, I think what it does is, it drives competition, and it will speed us faster towards sustainable energy. And in any sense, as we look at the real estate we have, it just means more content for us, no matter what happens. And in that sense, our perspective is that as long as we're in this space, this will continue to grow for us.

Yes. And I’d say, Ryan - this is Jay. One last comment. There’s always been a significant difference between the commercial vehicle and the light vehicle OEs and the level of vertical integration of components. So we've obviously had a significant share of the drive train market across the EV industry, and we expect that to continue into the future, based on the discussions that we're having so far moving to electrification.

Very helpful. Thank you.

Thank you. And our next question comes from the line of Joseph Spak with RBC Capital Markets. Your line is open. Please go ahead.

Thank you very much, and wanted to echo my congratulations to Jay again, and then obviously the rest of the team. Back on electrification, a couple of questions here. You mentioned a bunch of these startups. There’s obviously a lot more we've seen trying to come to market than on this page. Like how - can you just talk to us a little bit about how you approach the opportunity? Because obviously, they’re sort of all incremental, but it does require you guys to commit resources and capital and the exact path of some of these ventures is maybe a little bit unclear. So how do you think - you almost have to be a little bit of a VC in that respect, right? So how do you think about sort of approaching the opportunity with some of these startups?

So, Joe, I'll take that question. And I think the perspective that we use, if we look at the Class 8, let's call it the medium and the heavy duty Class 8 market, and we look at, what is the percentage of electrification, and we aim for that, or a percentage - a fair share of that. And in essence, work with every OE that is approaching that space and provide our product. But in overall in how we capacitize, we're looking at what we believe will be the model of what roles will be there in electrification as a percentage of the overall market.

Okay. So it's not necessarily - you don't necessarily view it as sort of like a bet on any one of these individual companies, because the product is somewhat fungible between them?

Yes. I think, Joe, to that point, I think it’s - for us, it’s more about the product as far as all the development, all of the testing that we have done and kind of how that stands. And I do think, as we think about how that fits in with whether a couple of the startups with existing customers and obviously the large OE customers we have today, that is kind of the focus. And we do believe our product is a differentiator, and that will - is really kind of the path to market for us across all of these potential opportunities.

Okay. So, maybe then just to follow up, or two quick follow ups on that. Like, one, can you talk about the range of activities on electrification, like from - like either whole e-axles or components and how that might vary with different potential customers? And I guess also, we touched a little bit on the EV spend, but it seems like that might need to continue to sort of move higher, especially if the new wins continue to move higher. So, wanted to get some thoughts on that and when you might sort of get to a breakeven, or sort of self-funding level on the investment,

Well, let me start off. And just following on Carl's comments, if you look at the three announcements today, they're all based off the 14Xe powertrain. So it's the perfect example of using the same product and making - as you called it, fungible across the three OEs. So that's one perspective that we're using. On top of that, when we - the announcement we made with PACCAR, the last one for a full EV kit, that includes the PCARs, the battery system, as well as the electric powertrain, or the 14Xe tandem. With that, I'll turn it over to Carl.

Yes, Joe, as we look at it, we're not chasing all the various startups. We’re really just focused on what's fitting our product portfolio. So that's kind of one of the first lens that we look through. And as Chris just discussed, we are - we both have the kit side, as well as the 14Xe and the axle side, and 17Xe in the future. And as we look forward, our expectation is, when it kind of flips to profitability, it’s probably outside the ‘22 time horizon, but as we see it now, that that can come potentially as early as in 2023, depending on what we're seeing in the market at that time.

Okay. Maybe I could just sneak one more. I thought I heard you mentioned some additional optimization and restructuring. I’m just curious if you could provide a little bit more details on that because, right, the team - you guys mentioned sort of early on, it seems like the markets are moving in your favor, sort of going more up than down. So I just wanted to better understand that.

Yes. So nothing was new. This was just - we didn't talk about this last quarter as well. So we just helped to try to frame what the impact we will see in ‘22 as a result from these optimization plans. So in total, we are expecting, as you kind of compare ‘22 to ‘21, it's probably somewhere about $13 million to $15 million of tailwind, if we think about EBITDA as we enter ’22, once we're fully are - complete these facility closures.

Okay. Thank you very much.

Thank you. [Operator instructions]. And our next question does come from the line of Brian Johnson with Barclays. Your line is open. Please go ahead.

Good morning, and want to echo congratulations to Jay, who I'm sure will still be helpful on the strategic direction. I think I've been at probably 95% of those calls since then. So in terms of the 14Xe and these interesting wins, just when I thought I knew every electric bus and truck company out there, you find another one. But the question is, can you just remind - a few things. One, just remind us of the content opportunity, obviously not your price list. But if you think about an electric urban truck like Volta is talking about, with the 14Xe axle versus if you did one for one of your traditional OEMs, the type of content you might have.

Sure. Brian, I'll take that. And first of all, Brian, it's about five times in terms of content of our traditional vehicle platform.

And then, we’re certainly well aware of Dana, the competitor sort of in that space, then they focus more on medium duty. A question we get though is, given Cummins, EDEN, Allison, are also very important Class 5 to 7 and Class 8 suppliers, how do your - what do you see from those powertrain buyers coming over into the electric truck and bus marketplace?

Well, I think, the one thing is, as I look at it, and as I mentioned that competition and obviously is something that will make us all better and drive towards electrification and drive the products to be better across the whole spectrum. But specific to our products, I think the one great thing is, we're going to be first to production here in the summer of this year. We have over 100 vehicles on path. And in that sense, if you look at our product, I think the best part about it is the fact that it's fully integrated. You have a motor integrated with an axle, integrated with the wheel end, and that’s - the sense of what we're putting together, that's only about 100 to 150 pounds heavier than a standard axle. So if you put that in perspective, you're removing an engine and a transmission and shrink - then shrinking it into that space.

Right. And given the high margins we've seen in the transmission space, one way to think about is you're basically taking both engine and transmission content and margin, and bringing it over to Meritor. Is that a fair generalization?

Well, that’s - as you said, maybe the best way to answer that, Brian, is we …

Yes, I think, Brian, I would say, over the last six years, we've seen that margin move up, not only cost reductions, but from all the new products we've introduced, taken out the traditional side. And I would say, our expectations for the electric products are no different. We’ll be introducing products we think have more concepts and higher margin.

Okay. And then kind of a follow on question, which is kind of, as you look at these specs and the new entrants, most of them are kind of pre-revenue. How do you - I know you sort of answered this question earlier, how do you get comfortable that it's actually worth your time? And I guess the second one is, with some of the larger fleet and larger Class 8 manufacturers, how would you - if someone doesn't go with a startup truck operator, but wants to go with a player provider, how are you positioned there?

Well, again, I think we're focused on the product, and let's call it the weight class. So when we come in, we're looking at it as, what does the 14Xe powertrain cover? And we think about it as the Class 8 line hall space, or just down to a medium duty, the top end of a Class 7 space. And we're taking a product and positioning it where it can go across, whether it's to a new entrant, or to a company that's been well entrenched and a customer of Meritor for many, many years. So - and there's perfect examples of both ends of that spectrum, even in our announcements in the last two quarters, whether it's Autocar and PACCAR on one side, or Lion and Volta on the other side.

Okay. And final question. You didn't have your trademark analyst day at a hotel this year. But we are both coming up on the successor to Meritor ‘22, as well as starts to kind of kicking the tires again, so to speak, or the axles, on some of your products - e-products, is going to be interesting. Do you have any thoughts about an event later in the year that would bring those two important things together?

We do, Brian. And I think, just as you have experienced with Jay, we've in essence, always done - started preparing for the release of it a year in advance. And so, we're in the process of developing our M2025 strategy. And ideally, we'd like to have it with all of you in-person, probably at the end of the year or worst case, let's call it at the beginning of next year. But that's our goal right now, is to drive for the end of this year.

Okay. Thank you. Look forward to that.

Thank you. And our next question comes from the line of Itay Michaeli with Citi. Your line is open. Please go ahead.

Great. Thanks. Good morning, everyone. Just two follow-up financial questions, first on the M2022 revenue target that you expect to exceed. Hoping you can just update us, remind us of the latest end market assumptions, particularly relative to the original end market assumptions behind the $4 billion of revenue target. And then secondly, just on free cash flow conversion, I think last quarter, you were still talking about 75%. Just curious if there's any change to next year's free cash conversion outlook.

Okay. Good morning, Itay. As it relates to - maybe I’ll answer the free cash flow first, yes, no change in our planning assumptions for ’22. We still expect to drive and achieve the 75% free cash flow conversion. I think in the short term, in ‘21, I think every cash flow is cutting a high 50% - just about 70% as we are expanding a little bit of our CapEx spend this year by about $10 million, which is one of the drivers to that. As relating to the end market assumptions, we're not updating them today, but what we did say back in November, we were still planning for replacement demand market levels in North America and Europe, primarily in 2022. And it's something that, just based off the strength of the market that we're seeing here in ’21, we will be taking a closer look at that once again as we kind of get later out this year and provide a further update as we kind of get into ‘22.

Great. That's very helpful. Thank you.

Thank you. And our next question comes from the line of Bruce Chan with Stifel. Your line is open. Please go ahead.

Gents, good morning, and congratulations. Maybe want to wax a little bit more philosophical here for a second. I think a lot of investors have been drawing comparisons this freight cycle with the last great cycle, which is maybe natural, except that the wavelength this time around has obviously been very compressed. And I'm wondering, as you talk to your customers on the commercial vehicle side, especially what your perception is in terms of where we are in the cycle inning-wise. And then maybe just a little bit more broadly, with the continued growth in the EV opportunity, how do you think about cyclicality in your business going forward?

Sure. Let me - Bruce, I'll take that question. So when - in terms of the market, obviously going back probably fall of last year, not too many of us could have predicted this return. However, as we looked at the last November, December, 40s and supplies, truck order intakes, and then with January at 42,000, in essence what we're seeing from our customers is, all of them are cautiously raising line rates up, primarily focused on three things. One is COVID. The second one is looking at the impact of the supply chains. And then the final one is also being mindful of finding folks to be able to staff up the shifts. So - but with that, what we're seeing right now is, the backend or the mid to backend of this is, line rates are starting to come back up with most of our customers. So that's one perspective. And specific to electrification, I think it's a very fair question. I think when you think about electrification, the cyclicality should come out because of - you think about a growth that is much more muted as the growth goes through. I think we'll see far less cyclicality. So I hope that's helpful.

It is. Great. I appreciate the time.

Thank you. And I'm showing no further questions at this time. And I would like to turn the conference back over to Mr. Chirillo for any further remarks.

Thank you for joining Meritor’s first quarter earnings call. If you have any questions, please feel free to reach out to me directly. Thank you, and have a great day.

Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program, and you may all disconnect. Everyone, have a great day.