Good morning, ladies and gentlemen, and welcome to the Commercial Vehicle Group, Inc. Second Quarter 2022 Earnings Call Conference Call. This call is being recorded on Friday, August 1, 2022. I would now like to turn the conference over to Mr. Christopher Bohnert. Please go ahead.

Thank you, operator, and welcome to our conference call. Joining me on the call today is Harold Bevis, President and CEO of CVG. This morning, we will provide a brief company update as well as commentary regarding our second quarter 2022 results, after which we will open the call for questions. As a reminder, 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, new product initiatives, among others. 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 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'll now turn the call over to Harold to provide a company update. Harold?

Thank you, Chris, and good morning, everyone. I will be referring to our earnings presentation on our website. If you could locate that for a minute. And on today's call, I'll provide an overview of our second quarter 2022 results and the strides that our team has made positioning CVG as a leading electrical system supplier across the globe. We expect this transformation to drive improved growth and profitability while reducing our cyclicality, which we believe will greatly enhance shareholder value. Importantly, our accomplishments through the second quarter have removed many of the headwinds that have been impacting our financial performance, thus clearing a path for improved results in the second half of this year. And then following my remarks, Chris will then discuss our financial results in a little more detail, and we will conclude by opening the call and answering any questions that you may have. Please turn to Slide 3 of the earnings presentation. And you will see that our second quarter results continue to be impacted by a fixed pricing environment from our customers, which we attacked and I'll give some more information on that in a minute, a challenging global supply chain, continued cost inflation, COVID lockdown in China and the Russia-Ukraine conflict and a near-term disruption in the warehouse automation sector. So we had quite a few events unfolding in our business through the first half of this year, and we're going to give you an update on how we've attacked them. And that said, and as we've discussed on this call, we substantially worked through these challenges, and we believe we're firmly set for an improved second half. For the second quarter of 2022, we delivered sales of $250.8 million compared to $257.9 million in the year ago second quarter. The decline was…

Thank you, Harold. If you're following along in the presentation, please turn to Slide 12. Second quarter revenues of 2022 were $250.8 million as compared to $257.9 million from the prior year period. The 2.8% decline was primarily attributable to reduced volume in our Warehouse Automation segment, as Harold touched on, and the impacts of the COVID lockdown in China. These impacts were partially offset by increased revenue resulting from renegotiated pricing to offset material cost increases across our other operating segments. Foreign currency translation unfavorably impacted our second quarter revenues by $4.8 million or 1.9% compared to the prior year. Our gross margin decreased a little bit to 8.7% compared to 13.3% in the second quarter of 2021, primarily due to a lag in price increases to offset cost inflation and $2.9 million of new business start-up costs, which we expect to have peaked this quarter. We expect to markedly improve our gross margins beginning in the third quarter given the renegotiated pricing Harold discussed. The company reported consolidated operating income of $6.2 million for the second quarter of 2022 compared to $16.3 million in the prior year period, primarily due to the previously mentioned lag in price increases combined with $2.9 million of business start-up costs and $1.8 million of restructuring expenses due to our continued execution of our core business optimization. On an adjusted basis, operating income was $8.1 million, excluding special charges. Adjusted EBITDA was $12.4 million for the second quarter as compared to $21.6 million for the prior year. Adjusted EBITDA margins were 4.9% as compared to the adjusted EBITDA margin of 8.5% in the second quarter of 2021. This margin contraction was due to the previously discussed factors. Our interest expense was $2.1 million as compared to $2.8 million in the second quarter of…

Your first question is from John Franzreb, Sidoti. Please go ahead.

Good morning. Thanks for taking the questions. I want to start with your change in sentiment in the Class 8 trucks. Certainly, it's a positive. But what kind of confidence you have beyond the second half of 2022 and the sustainability of it. You've always been a little bit more cautious about the recovery there. Maybe a little bit of an update on your near term and a little bit longer-term thought?

Yes. You're correct that we're cautiously moving up our outlook here. We obviously do have visibility from all of our major OEs and they're all public reporters. So you can also corroborate our comments with them, and we pass along the ACT information. So there's an allocation program going on in North America where the dealers and fleet owners want more trucks than can be made. And the main OEs have stopped taking orders for this year because they're sold out, and they're allocating slots for '23. And they're really putting pressure on us, John, to get our output up so that they can get more trucks out. And we are a big supplier into this industry. So we're one of the holdups, if you will. We're not the only one, there's axles and brakes and other things. But there's a lot of pressure to get out put up, and we have plans to increase our output. We're not - we are careful not to increase expectations on us yet. But what we can see that there's firmly a need for us to increase our output, and we're trying to do that by adding capacity. Our OEMs are effectively sold out. Having said that, if we could make the parts for another 10,000 trucks, they would make those trucks and sell them. So the industry is capacity constrained right now, John, and that goes out for four quarters.

Okay. And in contrast to that, you talked about the contraction you're seeing in the warehouse automation market due to a key industry player reevaluating, I guess, the spending plans. Can you kind of give us a little bit more color on to how long that's been going on? And how long it will take? Do you have any kind of insight when those decisions will be done and how that will impact you in the near term?

Yes. So there's a big e-commerce player that has about - that accounts for about 48% of the spending in North America on warehouse automation investment. I think you know who that is, but we're not allowed to say their name. But they're a public reporter, and they've been public about that they overbuilt a little bit in the Northeast part of the U.S., and they're reevaluating their spending plans and the reevaluation is really balanced between how many new warehouses do they need versus how much investment should they make into existing warehouses to increase their labor productivity and throughput. We're a participant in either of those, but that the - this particular player who we're tied into a lot indirectly through an integrator has not committed yet, what exactly they're going to do. They're taking a wait-and-see approach. Having said that, they're in the paper this week talking about big plans in the State of New York and elsewhere that are bigger than ever before. So there's a little bit of uncertainty, John, right now in that business. We decided to be conservative and rightsize our cost structure. We declared a warn act at our Baltimore plant, which you have to do if you lay off more than 50 people and rightsize our cost structure. And so we had dinner with them this week. We're trying to get clarity. The way that, that industry operates for us and others is the quoting on the new builds are done towards the end of the year and the beginning of the year and then production starts at midyear. So we're on pause right now for the second half, John. That's our true visibility right now in that business.

Okay. And in your slide deck, you talked a little bit about targeted M&A maybe to help some new vertical integration. Can you just talk a little bit more about what kind of M&A targets we're kind of thinking about here?

Yes. Several. So M&A can accelerate any of these areas for us really. So on winning new business, we have successfully penetrated the aerospace business, which we mentioned. There are some harness specialists in that area that could accelerate our know-how and derisk our business programs and keep our start-up costs under control. So we have some M&A we're looking at to help us on the revenue portfolio diversification and then also on the core business optimization. In the essence, we're very exposed to global inflation because we source a lot. And so at least 9 months ago, maybe four quarters ago, we started to vertically integrate in metal fabrication in our seating business and in our cap structures business and started making parts that we have been buying for over 10 years. And there are some participants as suppliers in this industry that have the account of equipment we need to further vertically integrate. The looks we've been having here, John, suggest that when we vertically integrate, when we make versus buy, we capture about 15% margin back to ourselves. And the areas where we're looking to vertically integrate or areas that are permanently in our products that we intend to keep. And so they're kind of forever bets. And so it would make us more profitable, and it would reduce our working capital. So we have a couple we're looking at right now on both fronts, both on revenue diversification as well as vertical integration. All these things have risks of happening or not happening in you're a player in a process, as you know. And so we feel firm about our guidance that we're going to generate cash and pay down debt. That's our base plan. But if we get a chance to accelerate and quote a good deal, we'll take it. But we have nothing sitting in our lab right now, John.

Okay. And one last question, and it kind of ties into something you just said. You announced an award late June in the aerospace industry. Could you give us a little - I guess you can't name the client, but maybe the kind of platform that you're selling into something - any additional color would be helpful.

Yes. It's one of the top air commercial aircraft makers in the world and their headquartered in North America, and it is wearing harness for the cockpit.

Your next question comes from Chris Howe, Barrington Research. Please go ahead.

Good morning, Harold. Good morning, Chris. I wanted to start off which has been a common theme across my companies, which is currency. Can you just talk about the global exposure on revenue? And I know you don't give full year guidance on revenue, but perhaps you could kind of give an idea of the magnitude of headwind that currency could present for the business here moving forward?

Yes, Chris, great question. You saw we were impacted already this quarter a little bit as the dollar continues to strengthen. There's kind of a two-pronged impact to our company. And while the revenues get impacted more negatively if the dollar strengthens, if our overseas businesses grow as we pay cash to fund businesses outside the U.S., obviously, that our expenses go down. We're primarily North American based, Chris, 70-plus percent. So overall, the exposures will be less than if we were, say, obviously, 50% or greater. But the exposures will go up as our overseas businesses do better, such as China or Europe, Ukraine and so forth. And we saw that a little bit this quarter. Hard to predict based on how the dollar is going to move. But in general, I think from a cash flow standpoint, it helps us overall as we fund our operations globally and starting in dollars and convert. But then it hurts obviously, as we translate those sales in non-U.S. currencies.

I'll give you a specific one, too, Chris. We buy fabricated metal parts from China and RMB has depreciated about 7% to the dollar, and we immediately went back and got a 7% price decrease from those suppliers. So to Chris' point, we're sourcing in these foreign currencies, mainly selling in U.S. dollars. So it's net help through all of that. So we are monitoring it, and it's very specific on the flows of the currencies. But it's not a huge topic for us, but it shouldn't that help us a little.

Okay. And then shifting to your long-term outlook, if I'm correct here. Before it was 2025, and now I think the time line is 2025 to 2027, do I have that correct?

Yes. So we gave a range, and we also flattened out our new business win outlook. So what's been happening, you can see the reporters here, Rivian, everyone is flattening out their production plans. It's very EV dependent. So our wins are very EV oriented. And that is tied into the whole shortage of chips and everything. So as our customers have flattened out their revenue guidance, we're a tagalong. And so they're caveating their outlooks also based on supply chain availability. So we're doing the same thing. We're mimicking it, and we're mimicking the revenue profiles of our new business wins. Chris, anything else on that?

No, that's exactly right, Harold. And I think as these wins come in and the EV players kind of modified their supply and demand, we'll adjust as Harold said, accordingly.

Okay. And then if I extrapolate the long-term outlook and focus on the aftermarket segments, you still kind of reiterate or reaffirm that CAGR that you mentioned previously. I think it was a 10% CAGR on the aftermarket business longer term?

Yes. We left it out of the deck just because there are so much things happening in the business. But we are building a new plant in Piedmont, Alabama for the North American aftermarket business. It's on track. It's robotic welding, robotic painting and it's our main A items. We finished our e-commerce platform working with Spotify - Shopify I mean. And we have a build plan to put all our A items in stock so that people can order and we can ship from stock. We're currently a make-to-order aftermarket business, and it's going to be a business model shift. And then to do that, you have to get into the software and the search engine optimization and all the Internet search stuff. And so we have a whole program is underway. We hired an executive last fall that understands that whole business very well. And our internal expectations are a lot higher, Chris, than that. Because we've been - I don't know, a lot I would say, a lot I would say player, and now we're going to very aggressively go after the aftermarket and be set up to and so it's on track.

And Chris, as Harold mentioned in his prepared remarks, the aging of the Class 8 truck fleet, it might help us in the future. Spare a little demand so that could benefit that CAGR as well.

Perfect. And I'll just throw one follow-up question on that and then hop back in the queue. You have a new plant in Piedmont, Alabama, high expectations for the aftermarket. Can this CapEx cycle - when will you have to reinvest again? Can this plant support growth over the next three to five years? Or will you have to look at other options?

No, it's - we're just manning it at one shift right now. So it's not going to be capacity limited for three to five years.

Your next question comes from . Please go ahead.

Good morning. Thanks for taking my questions. So a decent amount of moving parts in 2Q, and you mentioned that Russia, Ukraine and China lockdowns were a headwind. Is there any way to maybe quantify how much it impacted the quarter? And then I'm assuming these headwinds are going away as we move into the third quarter.

Correct. The China operation was a big deal to us because it's our most profitable business unit, and it's fully restarted now, and we're committed to having our full year plan implemented. We're going to be paying cash up there. Chris, any?

Yes. Yes, just to get a little more specific, Matt, I think the demand there has gone up and down. We supply products in Asia. And so similar to the U.S., there's some pent-up demand there. It's - but it's just hard for us to tell the timing of that based on supply chain and so forth. But I think what Harold said is generally it's our most profitable location and that bodes well that we can go back to near full production in that site.

It's a seating plant in China that export seats to Korea and Japan. And so it's very good revenue, and we have very high-end suspension seating products that are bought out of there. And it's material. That's why we mentioned it on our profits. It really hurt us in the Vehicle Solutions business. As Chris mentioned, is a reason why we really tanked in that segment. we lost our sweetest piece of it. The Ukraine is in our Electrical Systems business, and we were - it was mainly - it ended up mainly being an output thing, Matt, because we were able to negotiate a margin recovery with our largest customer there, Volkswagen. And you can see that the business unit, that segment is fine, and we can - and it will continue to do fine. So that one is mainly going to be output recovery. So we should mainly get more revenue now that we have - we had - this year, we had to build two new plants on the fly in the Czech Republic as alternate supply to the Ukraine operation for the main A items for Volkswagen. And I can say their names because they connected themselves to us on the Internet. And so we worked with them to move a lot of passenger car electrical systems to the Czech Republic. So we have our output where we need it. It's still a terrible situation in the Ukraine, and our town still gets bombed, still bad deal. But answering your question on financials, we've achieved stability. So in the second half, we'll have more operating income in the Vehicle Solutions segment due to China starting up in the electrical business, it will be more revenue, but the profits are going to be similar.

Okay. That's very helpful. And then second question, you guys have done a great job in terms of garnering incremental price. And you've laid out, how you think is going to impact the second half of this year, which is definitely helpful. But maybe talk to what percentage of the business hasn't repriced at this point and your expectations for if you think you're able to get price increases on that business?

Yes. It's a good question. So we still have about 20% of our revenue tracked. So we have some contracts that expire in the third quarter of '23. And they're with big companies, and they've been unwilling to negotiate and we don't have an out. So we're living with a couple of old contracts that are bad, if you will. So they're negative, and we're living with them. With regards to pricing, we have a lot of pricing out now, new pricing still. So what we've done as we've broken our contracts or let them expire as we incur inflation, we're going out with new pricing. So we actually expect to continue pricing aggressively through the second half to maintain our profit margins. And we're now in a - it took us a while to get there. We had to break a lot of agreements, but we're now in a position so that we can price to the market and maintain our profit rates.

So we have a whole - we talk about pricing is kind of what we talk about at the coffee machine here. So we're vibrant with pricing. We have a dedicated team monitoring our pricing. We monitor our pricing by customer, by plant, by product. We're doing surcharges for everything, fuel, freight, steel, foam, plastic, leather. We - the industry term is RMS's, Raw Material Surcharges. And so we're vibrantly pricing it. It's a very dynamic topic for us. So we weren't sure how to talk about it in this call. And so - but we wanted to be clear the significance of the increases that were kind of tied to July 1. And we had our top customer tied to July 1 reprice. And that's more than half of the price increase. And it's already Chris has tracked into EDI, so those prices are happening right now. And by the way, we have new payment terms with that customer. So that's going to really help us on working capital to a lot shorter payment terms. So it's a vibrant topic, Matt, for us, but we do have 20% trapped down until third quarter next year.

Your next question comes from Barry Haimes, Sage Asset Management. Please go ahead.

Thanks so much for taking the question. I had a couple. First one is referring to the long-term slide. You had the 22 to 25 revenues and margins. My question is on the margin side. What's the right way to think about the margin progression as we go from - through that period, given that there are start-up cost issues, there's been some of the press cost issues you were just talking about. So is the margin target more back-end loaded? Or is it ratable across the period? I love any insight on that? That's the first question.

Yes. On margins, the margin rate will make significant progress in the second half of this year, to be honest. And so we intend to equally step up that later. So it's not back-end loaded. We're trying to get to it now. And we can't get there now because we have a certain part of the business track it as we - tracked a name and number, but that's going to end. But it's - we haven't given year-by-year guidance on that yet, Barry, we're not against it, but we've had so many moving parts. It's been weird. It's been a weird year, but we stayed in front of it net, and we've seen some of our peers have lost money in the first quarter and second quarter. We stayed in front of that, but we've been compressed. But we're going to make it then to on it in the second half of this year, Barry.

I think some of it very is going to be helped through our restructuring plans and cost savings initiatives, some through our revenue diversification depending upon which markets kind of move up for us. And then the big item that we've been fighting as Harold mentioned is just pricing against RMS and so forth. So it's kind of a 3-pronged attack there.

Got it. Second question was related to the aftermarket. You talked about some of the changes there and the price cost lag in terms of the down margin in the quarter. But normally, I think of aftermarket as sort of pricing and service is something that you can change price like fairly quickly. So would love any color as to what the lag is and why in that?

Yes. It's annoying, I agree. There's two parts. We have a backlog. So we have about a 3-month backlog. So the backlog is already priced. And so we've been carrying a backlog that in a rising inflation environment has compressed profit, and then we increase our prices. And then we have inflation, again, then we increased prices again. So it's - as this inflation really took off, it really damaged the profits of that business. We now think we're in front of it. We've definitely been accused of that by our aftermarket customers. The test for us, Barry, is are we losing any business to our - we do have competitors in the aftermarket, and we haven't been. So we've really - in all the repricing we've done globally throughout our entire business, we've only lost a couple of customers. And we didn't really even care that we lost as they weren't making any money anyway. So I think that we still have pricing power, Barry, and our whole team is very committed to it. We're not internally fighting this. We are pushing the boundary and specifically in aftermarket, we are. And evidence of that is that we have really long lead times in that business. And so if you can only imagine a truck that has a broken seat, it's sidelined. And so paying $700 or $800 per seat is not a big deal to get the truck back on the road. So we're kind of pricing into that as well. We're not gouging because people have long memories, but we're pricing up to the upper quartile right now. And I think that this will be corrected going out in the year.

Got it. That's very helpful. Two other quick ones. One, in the warehouse business, you talked about the percent of the market that the large customer is. In terms of the percent of your business, is it sort of in line with that or much more or much less? And if you were to take the big customer out, is that business still growing? So is it mostly the one customer? Or is there a sort of it more generally slow down?

So the 50% customer is 70% of our business. So we're more dependent upon them than just the market. So when they take a pause, it has a bigger impact on us. On our other customers were growing, growing with other customers. And with the new gentleman that we hired, his name is Minja Zahirovic, I have to say it in three ways. He's an industry expert on industrial automation, and he's redoing our pipeline and our product offering, and we already have a much more attractive forward pipeline of business opportunities. And so his knowledge is very additive to what we were doing before. So my hope is that we continue to lessen our dependence on that big customer. But we're still very engaged with that big customer, and they're very - they're being cautious with their public comments. But behind the scenes, they're super aggressive. They don't want any share at anybody anywhere. So we're giving - we're repeating the guidance that they gave to the market, which is they're taking a wait-and-see approach for a few quarters to see if the e-commerce upward inflection that past with post-COVID stayed at a higher trend line in Berger revises back to the trend line. No matter what, they don't have that much extra capacity, and so they will need and net build no matter which trend line you pick, whether it's a long pause, to the longer pause it meets that it's going to refer back to the original trend line it was on, if it's a shorter pause, it means it's going to stay that e-commerce is going to stay at a higher level now. So they're just waiting to play that out. We know more than this in the public market, but we're not allowed to say it.

Got it. And then my last question is just on the free cash flow in the second quarter, which was terrific. But it was a very strong number versus a negative number last year in spite of the fact that sales and profits were down. So could you just talk through what generated that's for free cash flow?

Well, Chris doesn't get a lot of glory. Chris made that happen. Chris, do you want to take it?

Thanks, Harold. Good question. Yes, it was a lot of heavy lifting by the team. We were able to basically manage our working capital much more effectively our inventories, our AR as well as our AP. And the business generated more profitability. So that all benefited us as sequentially, it was a big change. And as we've stated publicly, we hope that this continues on in the second half of the year. So we've put in some new efforts to try to drive down working capital. I think we've talked about those publicly in the past. And so these things start and they sometimes take several quarters. And so I think we're starting to see some benefits of the efforts by the team. So I hope to be able to report more positive results in the coming quarters.

And then I'll tag along on the big picture, when COVID happens, and we have so much sourcing from Asia and supply chains lengthened. And if you look at right now, if you look at the ports in North America in June, they reached one of the highest levels, again, the ports in North America clogged up again if you're not following that. And we're not getting beat up by it because we decided to invest into our inventory profile to not cause damage to our customers or us, we have consequences if we shut down our customers. So we invested into a safety stock into our inventory profile and then at the same time, put these verticalization programs in place to make more parts than source them. And we made our profile safer. And so that peaked - that had a peak to it. And now we're whittling it down a little bit by doing verticalization. And we're not isolated from these shortages, but we have a big safety factor now that we did not have going into this. So I think that we'll keep - our internal plan is to feather this down. We're not overpromising how they come down in inventory. But we do - we do intend to feather it down, as Chris said. And we believe that our start-up costs have peaked, it was public knowledge that we reached an agreement with Rivian, with whom we had a dispute and we're happy with the outcome. And so that had caused some inventory irregularities as well in that steady state also. So I think that the inventory and working capital investment, the worst is behind us, Barry.

Great. Thanks so much for all the info and all the hard work. Appreciate.

Thank you, Barry, for noticing it. Thank you.

There are no further questions at this time. I will turn it back to Mr. Harold Bevis.

Thank you, Michelle, and thank you to everyone who join and listening today. Appreciate it and asked all the thoughtful questions of us that definitely was - it's been a hard year for the management team, and I'm glad that we're staying in front of it. We wish our profits were higher than they have been, but we've been trapped by fixed prices with escalating costs, and I'm thankful that we've turned the corner on that with revised agreements and increased price levels so that we can get our profits back on track here in the second quarter and continue to win business and grow the company's profits and revenue profile. So thank you for your time today and look forward to speaking with you soon. With that, we'll conclude the call.

Ladies and gentlemen, this concludes our conference call for today. We thank you for participating and ask that you please disconnect your lines.