Ladies and gentlemen, thank you for standing by, and welcome to the Commercial Vehicle Group Q1 2020 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, today’s conference is being recorded. [Operator Instructions]I would now like to hand the conference over to your speaker today, Kirk Feiler, Vice President Corporate Development and Investor Relations. Please go ahead, sir.

Thank you, Chris, and welcome to our conference call.Joining me on the call today are Harold Bevis, President and Chief Executive Officer of Commercial Vehicle Group; and Tim Trenary, Executive Vice President and Chief Financial Officer. They will provide a brief Company update as well as commentary regarding our first quarter 2020 financial results. We will then open the call up for questions.This conference call is being webcast and a supplemental earnings presentation is available on our website. Both may contain forward-looking statements, including, but not limited to expectations for future periods regarding market trends, cost saving initiatives and new product initiatives among other. Actual results may differ from anticipated results because of certain risks and uncertainties. These risks and uncertainties may include, but are not limited to economic conditions in the markets in which CVG operates, fluctuations in the production volumes of vehicles for which CVG is a supplier, financial covenant compliance and liquidity, risks associated with conducting business in foreign countries and currencies and other risks as detailed in our SEC filings.I will now turn the call over to Harold Bevis to provide a Company update.

Thank you, Kirk. And thanks to everyone for joining the call today to discuss our first quarter results.Given this is my first earnings call with you I’d like to briefly introduce myself. I’ve been working with the CVG management team for the last six years as an Independent Director and for the last eight weeks as CEO. My background experience and knowledge of the Company, its customers and our strategy was well suited as we progress towards our long term goals.That said, the magnitude of the COVID pandemic and its impact on our business was very swift and unexpected. However, our team immediately sprung into action. As you saw in early May, we provided an interim update that included our actions in response to the COVID pandemic as well as our preliminary first quarter results.Furthermore, we announced last week that we’ve amended our long-term -- excuse me, our term loan, and our asset-based revolving credit facility. This new agreement provides the Company with additional flexibility to right size certain parts of the Company to a post-COVID environment, and expands our ability to improve the Company.As Tim will discuss later, we continue to believe that our ample liquidity is sufficient to meet our operating growth and restructuring needs. Prior to the onset of COVID, we had already been preparing for a cyclical slowdown in end market demand, which started late in 2019 and continued into the beginning of 2020.The pandemic first impacted our operations in Shanghai, China in January. And then, as we all know, the COVID virus spread through Europe and North America, and significantly affected our operations in those regions, including OEM production suspensions, and our own temporary shutdowns to dramatically scale back our supply to those plants.On a positive note, our China business is now operating at pre-COVID…

Thank you, Harold.First quarter results were in line with our expectations with solid sequential improvement over the fourth quarter of last year. First quarter 2020 consolidated revenues were $187.1 million compared to $243.2 million a year ago when medium and heavy-duty truck production in North America were at high levels and the global medium and heavy-duty construction equipment builds was also high. The decrease in revenues period-over-period reflects the sharp decline in truck production in North America and softening of the global construction equipment markets we serve. FSE contributed $13 million of revenue in the first quarter. Foreign currency translation adversely impacted first quarter 2020 revenues by $1.2 million or 0.5%.The Company reported a consolidated operating loss of $26.5 million for the first quarter of 2020 compared to operating income of $17.6 million in the prior year period. This decline in operating income is largely the result of a $28.9 million impairment charge in the quarter, $27.1 million of which was the impairment of goodwill. The goodwill impairment was triggered by a decline in the Company’s market capitalization to a level below that of its equity. Accordingly, the carrying value of goodwill has been written down to zero. Remainder of the impairment charge or $1.8 million is the impairment of certain long lived assets, partly as a consequence of the COVID-19 pandemic. Other special costs in the quarter were $2.3 million associated with the CEO transition, and $2.4 million associated with the investigation into the recent financial statement restatement. As adjusted for these special charges, adjusted operating income was $7.1 million for the quarter.Various cost recovery initiatives, including pricing adjustments have reduced the impact of rising commodity and other material costs and the difficult labor markets, which have now stabilized. During 2019, in anticipation of the cyclical decline in the…

Thank you. [Operator Instructions] Your first question comes from Mike Shlisky of Dougherty & Company. Your line is open.

Good morning, guys. Can I get a little more color on the debt restructuring that you did? I just want to make sure I get what triggered all of it. I guess, I’m curious, did you actually trip any covenants during Q2, or did you feel like -- right now your forecast is to actually trip something during Q2, or was it more a forecast later this year that made you concerned and you were asked to go get that if that altered? And also, could you tell us briefly, which covenants you were most worried about and what the exact new covenants are as far as numbers are concerned?

So, Mike, we have been and continue to be in full compliance with the Company’s credit agreements. So, there was no event of default. As we -- two months ago, the middle of March, very clear-eyed, this management team looked into the second quarter, and it was clear that we were going to experience some earnings compression. We have, in the term loan agreement, a leverage ratio covenant that must be maintained for -- it was 4.75 times, trailing 12 months EBITDA. And it was clear that beginning in the second quarter, it was going to be tight. All right?So, in anticipation of that and looking out into the future and not knowing for sure what was going to transpire over the next few months, we entered into discussions with the lenders and successfully concluded an agreement to the -- amendment to the term loan agreement that provides for the suspension of that leverage ratio covenant for the remainder of this year. So, Q2, Q3, Q4, the Company does not have to maintain any certain leverage ratio.Beginning in the first quarter of 2021 and continuing through the third quarter of 2021, that leverage ratio has been set at a higher level. Beginning in the first quarter of 2021, it is set at 12 times trailing 12 months EBITDA, and then steps down to 4.75 in the fourth quarter of 2021. So, the objective here was to provide the Company with the flexibility in the near term, given the earnings compression to continue to be in compliance with the loan agreements. In return, we have agreed to a minimum liquidity covenant as well as a number of other restrictions on certain uses of our cash flow, and also some increased pricing to the note holders.

Yes. As far as the increased pricing goes, I know you don’t want to give guys for the entire Company and the quarter and all. But, what do you think the approximate interest costs for quarter will be going forward, based on the current debt levels?

So, just by way of background here, so I can get you maybe a level set just to make sure we’re talking about the same thing. The interest rate on the loan, pre the amendment was LIBOR plus 600 basis points and the LIBOR had a floor of a 100. Okay? So, 7%. You might recall that the Company three years ago, when we placed this paper, swapped out about half of the variable rate debt for fixed, and that was an incremental cost of about 100 basis points.So, the -- pre-amendment, the interest rate on the now about $160 million of term loan debt was directionally 7.5% a year. Now, what we’ve agreed to here, as a consequence of these amendments, is to increase that interest rate, increase that interest rate during this next six quarters that we have the leverage ratio relief by 450 basis points. That interest can be paid in cash or pay in time, fixed security. Okay? So, that adds 4.5% for the $160 million. So, if you wanted to run the numbers at the pre-amendment level, $160 million a debt and assuming no movement in LIBOR, directionally, the Company’s cash interest expense would be $12 million.The impact of the 450 basis points of pick or pay in kind, which we will not pay in cash is $7 million. So, if you’re trying to model an all-in interest rate assuming a $160 million of debt, no draws on the ABL and no movement in the variable portion of the debt, a number to sort pan $19 million, $7 million of which is pay in kind, no cash.

Okay. All right. Thanks for that information. Then, I wanted to also ask about your outlook for working capital for the year. I mean, you got some pretty extreme declines probably happening here in Q2, but is your general idea still that you’ll be able to harvest some of your working capital later on this year to generate cash to possibly offset some of that debt, at least from a net debt perspective?

Yes. So, let me answer that question. The working capital question, Mike, in the context of a larger question, okay? And that is free cash flow. As I said a moment ago, a couple months ago, when this management team looked into the future, especially the second quarter, we set out to accomplish two overarching objectives. One was to preserve liquidity and the other was to preserve our capital structure. I just spoke to the capital structure.With respect to preserving the Company’s liquidity,, fortunately, we were coming off a good quarter in the first quarter, the conversion vis-à-vis the prior year period was very acceptable and the decline in sales, and certainly the sequential performance fourth quarter to first quarter was very good.Having said that and knowing that the second quarter sales were going to be down dramatically, as Harold described and I to a lesser extent, the Company set out to make a number of step changes in its cost structure, organizational and staffing wise, some of which are permanent and many temporary changes to adopt a cost structure designed to be free cash flow neutral, based on our sales expectations at that point in time.Now, to your question about operating working capital, we have a fair amount of operating working capital invested in the business. And we have done a good job historically demonstrating an ability to manage that up and down with the cyclical declines in the business. So, as the sales decline, we expect and our in fact harvesting net working capital off the balance sheet, turn it into cash. And then, as sales, presumably increase, I hope in a not too distant future, we’ll be using some of that cash to put the working capital back on the balance sheet. Now, as I think Harold said in his comments, we’ve adopted a number of activities, primarily around inventory and procurement span that are designed to minimize the incremental investment in inventory as the sales come back up.So, our cost structure is designed to be free cash flow neutral, understanding that it will move up and down a little bit as the sales go up and down because of the investment in working capital. But importantly, Mike, a cost structure notwithstanding its design today that is, we are prepared to adjust as necessary. I made an important point a moment ago, a cost structure aligned or designed based on our sales expectations. We’ve adopted a process here whereby every Friday, the business leaders come together. We spend a fair amount of time reevaluating our sales expectations and have a fair amount of dialogue around as necessary the extent to which the cost structure might be further changed.So, we’re prepared, as may be necessary to revisit the cost structure depending on the future sales expectations.

Okay. Maybe one more balance sheet question. I wanted to ask about the impairment charge in the quarter. That was not due to a change in the outlook for what you think you can get from the FSE deal. Right? It sounded like it was something different there that wasn’t related to M&A? Am I on the right track there?

Yes. The FSE -- the impairment charge, Mike, is not at all specifically related to FSE, the FSE acquisition. It’s an exercise by which in three different reporting units without going into too much detail we evaluated the cash flow streams, FSE was a piece of one of those three cash flow streams but not a very large piece. And as a consequence of that evaluation, we were obliged to adjust the carrying value of the goodwill down to zero.

Okay. I do want to ask you also about FSE. The expansion that you made with the two other CVG facilities, is that a permanent change or is that just to manage their demand right now while the other demand in CVG is somewhat low? I guess I’m kind of trying to figure out, do you have plans to build the new facilities, once things are more back to normal, or is this going to be a permanent move here?

Hi. This is Harold. Nice to meet you. The FSE business has been operating out of a single facility in Maryland for quite a long time. The principles are still here, the executive -- same executive leading it is leading it now. It was his recommendation, which we followed to expand the footprint, customer shipped two locations. There are several other across the country. We did have available room in two of the plants, and we made use of them. I will say that the industry segment of parcel handling from e-commerce is rapidly expanding its footprint. And those that are creating those distribution centers are behind their ambitions. And so, there’s a desire for the suppliers to that equipment segment to do more. And so, it’s our expectation that we’ll need additional footprint going forward. But if permanent or not, we haven’t had that type of conversation. It is permanent that we need a bigger footprint. Those two locations have performed absolutely great from a dead start. So, it’s a way we’re going to be set up for now. And I don’t know, Tim, if we would ever want to retract from the -- from those two plants. But I would say, our expectations for the near-term and midterm is that that’s where we’re going to be set up, Mike.

Okay. So one more for -- I have gone on for a while here, but I do want to get one more out there. Can you give us a sense as to, at this point what percent of the OEMs that you work with are actually back up and running? I know they’re not running at full capacity but just a sense as to how things come off of the absolute value [ph] of what’s running and what’s not running as of today?

Yes. We do track that weekly, as Tim mentioned. And as of yesterday, May 18th, most of the truck OEM manufacturers in North America have restarted operations, the same in the UK, same in China. India is our lone country where the government mandated shutdowns are in effect through the end of May. It’s not a large part of our Company’s financial performance. But, in North America, which is a large part, we have basically all major facilities restarted. We track their plant, our supplying plant, and then our supply chain in to our plants as part of their supply chain.And they’ve been very organized as OEMs and kept our teams in place, because they can’t start up unless we start up. And that was as of yesterday. I got no emails last night that anyone changed. But, I will tell you, there’s been a lot of starts and stops in the last four to six weeks. There’s a desire by the truck makers to make trucks. But there’s government and state mandates, declaring them non-essential initially and then relaxing that as it’s gone along and in Mexico too.So, I would say right now, we’re at a low build rate which was Tim alluded to. And then in my comments, I also said that’s what the short term looks like for us. And so, we have adjusted our cash management and cost out action accordingly.

Okay. I’ve got more, but just pass along. Thanks so much, guys.

Thank you.

[Operator Instructions] Your next question comes from Chris Howe from Barrington Research. Your line is open.

Good morning, everyone.

Hi, Chris.

Hi. Just following up on some of the previous questions from Mike, about the additional facilities. Can you provide some color on, perhaps how much of the demand these additional facilities can support? And different positives here that you’re seeing are within FSE, what type of growth potential can these facilities support, or how much capacity can they hold?

Okay. Chris, it’s Harold. Hi. The FSE solutions that they build actually take a lot of floor space out. So, it’s not a type of business that’s set up to go 24/7 kind of shifts. The physical size of what they do becomes an issue. And so, a lot of the sizing -- the capacity answer to your question has to do with physical handling in and out of large systems. And we looked forward at the request upon us from the major customers of that business and took the necessary capacity actions that we would need to not become a bottleneck to their request to us. If their request continues to grow, we’ll need to continue to expand. If they flatten out at this rate, stay at this rate, we’re kind of setup the way we need to be. If they continue to grow at this rate, which is our hope, then we will have subsequent capacity expansion in that business. And actually, that is our base case assumption right now. And we’re already thinking about what we would do next to make sure that our footprint is large enough to accommodate the asks. That is a global business obviously. Commerce is a global business. As of right now, we’re very focused on North America. It has ramped up during the coronavirus, shelter-at-home and containment activities. And there’s a heightened sense of urgency amongst the suppliers to that industry and the main parcel delivery companies.So, we’re very focused right now on North America. But, long term, it’s a global opportunity for us.

That’s great, very helpful. And Tim, you mentioned the cost savings that are still ongoing, the $5 million to $7 million that also was previously mentioned. I assume it’s still the expectation that two thirds of these savings will come to fruition by year end. And for a perspective’s sake, as we look at this quarter ending in June and these additional cost measures, whether or not there’s additional levers to pull. You mentioned also the OEMs are restarting. How should we think about May sequentially versus April? Are you seeing April as sort of the bottom and we’re seeing May start to show some improvements as we continue to move towards some sort of shape in a recovery?

Chris, let me tell you what I’ve learned here over the last few weeks. What I’ve learned is that it changes every day. All right? This environment is very uncertain, okay? And so, as a consequence of that what this management team has learned and done is put itself in a position to react to that uncertainty and that change. So, I can’t predict the future, but I can tell you that the management team has put itself in a position, as I think we’ve already described today to evaluate the future sales expectations and to address them as best we can going forward. So, that’s about the best answer I can give you for that.

We have accepted ACT Research outlook on the rest of the year. We still look at them, have for a long period of time and now as a third-party baseline for the outlook. And so, that’s our expectation right now is that the build rates for the remainder of the year and next year will be in line with those forecasts. And they have -- they are now in the habit of updating those outlooks frequently as well. And we have a recent outlook and we have no reason to dispute it. And it shows some recovery, second half of the year.

Okay. Thank you. That’s all I have for right now. And I’ll hop back in queue. Thanks, everyone.

Thank you, Chris.

Your next question comes from Mike Shlisky of Dougherty & Company. Your line is open.

Hey, guys. Thanks for taking these follow-up questions here. One thing that wasn’t mentioned so far, you’ve been dealing with a major supplier that had been bankrupt last couple of quarters. Was that still an issue in the quarter, and how about in the second quarter and beyond?

So, you’re referring, I guess, to -- we’ve called the troubled supplier in the past. That supplier is -- we’re moving our production away from that supplier, Mike. And we’re in the process of doing that. It’s not to my knowledge, unless you have other information, I don’t believe it’s quite done yet. It’s in the process of being executed and underway. And that had some impact on the Company in the quarter. But, it’s nothing dramatic. So, we’re moving on. We’re resolving that situation.

Okay.

I would say, even, Mike that the timing actually worked out okay for us because things were pretty slow. And we were able to move our tools out of there to three separate suppliers. So, we’ve reduced our risk onto a single supplier here with a resourcing of those parts. And we also moved the raw materials out as well, and with many, many, many, many trailer loads, truckloads of equipment and materials to move. And it’s in process, it’s in process. So, the lifetimes here have helped us actually be organized and do it.

Okay. Maybe Lastly, I know you don’t want to probably want to give direct guidance. But, I’m kind of trying to find directional number here. If you layer in the truck market outlook that the outside folks are giving us, down 55% to 75% with the consensus numbers for some of the similar forecasters in the construction world, it sounds like there’s a chance that you might not have positive EBITDA in the second quarter. Am I just broadly on the right track that you might be below zero just for this one quarter? Could you at least give us that kind of directional push there?

Too uncertain, Mike -- I’m sorry. Just too uncertain. All I can tell you is that we’ve taken a number of actions to address the cost structure in light of the sales environment. And we’re positioned to continue to evaluate that and behave accordingly.

Okay. How about your -- and I ask this every quarter, by the way, it seems like. The operating pull through outlook. I know it’s going to be a tough quarter, but do you still feel like you’ll be in that 20%, 25% range, even in these extreme times?

Yes. The pull through that we generally manage to -- that you’re referring to the 20% to 25%, that’s a metric that assumes that there are not dramatic changes in the top-line, generally speaking. It’s a number that’s good within 10% or so change in the top-line. As I think I said in my earlier comments, what we are seeing here with respect to sales expectations in the second quarter, such that that decline in sales is beyond our normal course flexing. So, as a consequence of that we are taking a number of actions to make step changes in fixed costs, and other costs. So, there really isn’t a sort of percentage flex, if you will, because of those significant step changes in fixed cost.

Okay, sure. Got it. Okay. The answers,, guys, I appreciate it.

Thank you.

Thanks, Mike.

There are no further questions at this time. I will now return the call to Mr. Harold Bevis for closing remarks.

Thank you, everyone for calling in. I appreciate the questions as well, very good, on point. I proud to be serving this industry and tell you that the team here is very focused and in sync with each other on a weekly basis to cycle down, cycle up as we go through a restart of this industry globally. Trucks will be rolling. I mean, this is more tied to commerce activity. So, there’s a lot of timing uncertainty with what we’re doing here. We’re absolutely a taker, being a JIT pull supplier to large commercial vehicle makers for their piece of the business, which is cycled down. And we’re also a taker as an OEM equipment supplier to e-commerce and military. And that is counteracting some of the downturn that we’ve seen in the core business. The aftermarket business has been impacted also, as trucks have been rolling little less during the coronavirus shelter-at-home stuff. But we also expect the ACP outlets to come true for that as well.So, we really appreciate the time you took to speak with us this morning. And with that, we’ll end the call. Thank you, Chris.

Ladies and gentlemen, this concludes today’s conference call. Thank you for participating. You may now disconnect.