Good morning, ladies and gentlemen and welcome to the Cooper-Standard Second Quarter 2020 Earnings Conference Call. During the presentation, all participants will be in listen-only mode. Following company’s prepared comments we will conduct a question-and-answer session.

[Operator Instructions] As a reminder, this conference call is being recorded and webcast will be available on the Cooper-Standard website for replay later today. I would now like to turn the call over to Roger Hendriksen, Director of Investor Relations..

Thanks, Carmen and good morning, everyone. We appreciate your spending some time with us today. The members of our leadership team who will be speaking with you on the call this morning are Jeff Edwards, Chairman and Chief Executive Officer and Jon Banas, Executive Vice President and Chief Financial Officer.

Before we begin, I need to remind you that this presentation contains forward-looking statements. While they are made based on current factual information and certain assumptions and plans that management currently believes to be reasonable, these statements do involve risks and uncertainties.

For more information on forward-looking statements, we ask that you refer to Slide 3 of this presentation and the company’s statements included in periodic filings with the Securities and Exchange Commission. This presentation also contains non-GAAP financial measures.

Reconciliations of the non-GAAP financial measures to their most directly comparable GAAP measures are included in the appendix to this presentation. So with that out of the way, I’ll turn the call over to Jeff Edwards..

Thanks, Roger, and good morning, everyone. We appreciate the opportunity to review our second quarter results and provide an update on the current status of our operations.

The second quarter presented us with unprecedented challenges, constantly changing information about the pandemic, extended shutdowns at most of our global customers with really no definitive plans for resumed production, varied health and safety rules and mandates in each of the 21 countries where we operate and managing through all this our teams and leaders working mostly from their homes.

Under these conditions, we’re certainly proud of how well our teams managed the ongoing challenges and are pleased with how the quarter ended. In fact, through it all, there were some real bright spots in the quarter. On Slide 5, we highlight a few of those bright spots.

Despite the adverse conditions in the quarter, our teams were able to deliver $21 million in cost savings through lean initiatives and improving operating efficiency. For the first half, there was a total cost savings of $37 million.

In terms of administrative and overhead costs, the aggressive actions we implemented last year and early this year resulted in $6 million reduction in SGA&E expense for the quarter versus the second quarter of last year. With continued focus and effort, we had another outstanding quarter for employee safety.

During the 3 months ended June 30, we had a total incident rate of just 0.39 per 100,000 hours worked, which is well below what we consider to be world-class standard of 0.6. And in the first 6 months of the year, we had our lowest total incident rate ever at just 0.27 per 100,000 hours worked.

We also achieved another great quarter in terms of serving our customers with world-class product quality and successful new program launches. At the end of the quarter, our customer scorecards for product quality were 97% green. Our launch scorecards for the quarter were 98% green.

This type of world-class execution in our operations resulted in significant customer recognition. During the second quarter, we received not 1 but 2 GM Supplier of the Year awards, one for our sealing product line and one for our fuel and brake delivery systems.

We were among just 17 suppliers who won this prestigious recognition for multiple products and the only one among the direct competitors to win this honor. Moving to Slide 6, our customers are once again producing vehicles in all regions of the world, and we’re ramping up our operations to support their increased volumes.

In the Asia-Pacific region, we began to ramp up our plants in China in mid-February. In Korea, although the plants never closed completely, they had been operating at reduced capacity. All 15 of our Asia-Pacific plants are now open and have fully ramped up production.

For the region overall, we exited June operating at 100% of the production volume we had expected prior to the onset of the pandemic. Importantly, 11 of our 15 plants in Asia have had 0 safety incidents year-to-date. We’re certainly proud of our team’s continued focus on this top priority. In Europe, production began to ramp up in mid-May.

All 21 of our plants in the region were opened by early June and have been increasing production at varying rates, obviously, per customer demand. For the European region overall, we exited June operating at approximately 75% of the pre-pandemic volumes.

Our European operations are also delivering world-class safety performance, with 14 plants at 0 reportable incidents year-to-date. Finally, in the Americas, our plants in the United States and in Canada restarted operations beginning in mid-May. Plants in Mexico, Costa Rica and Brazil were delayed a little longer due to local conditions.

All 35 plants are now open and ramping up production. For the region, we exited June at approximately 85% of the pre-pandemic volume. In terms of safety performance, 21 plants in the region have a perfect safety record for the first half of the year.

I am pleased to note that our sales in the second quarter outperformed market-light vehicle production in North America, Europe and Asia-Pacific segments. This is a trend we would like to see continue as production ramps up in the second half of the year.

For the consolidated company, we’re currently operating at approximately 90% of the volume we had expected prior to the pandemic. Based on customer releases, we expect to ramp up to approximately 92% of our pre-COVID plan levels by the end of August. Slide 7.

Despite the challenges and disruptions we faced in the first half of the year, our teams have maintained constant focus on the execution of our long-term strategic initiatives. A key area of focus has been to optimize our operating footprint and fix or exit unprofitable businesses.

As we previously announced, we were able to close the transaction to exit India and certain operations in Europe on July 1. Including this transaction, we have closed or exited 22 facilities since 2019, and we have announced plans to close or consolidate 2 more.

We are continuing to evaluate opportunities to streamline our operations in lower fixed cost in our business as we aggressively push to improve our return on invested capital going forward. We are currently targeting additional annualized savings in excess of $50 million from combined reductions in SGA&E and COGS.

Moving to Slide 8, in addition, we are continuing our focus on the strategic diversification of our business through our Advanced Technology Group. As this business grows, we believe it will naturally offset some of the cyclicality of the automotive business as well as provide higher returns on capital.

We are seeing strong quote activity for new business within our Industrial and Specialty Group. Keep in mind program lead times in this business are typically shorter than Automotive or the Applied Material Science business. Time from quote to start of production can be as little as 12 months.

While request for quotes on this business have been strong, we have seen some softening of current demand for sales into certain markets that have been disproportionately impacted by the global pandemic, such as aviation. In the longer term, we remain very optimistic about the growth potential of this business.

In our Applied Material Science business, Avient, which was previously PolyOne, recently launched their Fortrex-based barricade product portfolio, and we expect related royalty-based revenues to begin in 2021.

This is a major milestone for our AMS business, really the first of what we expect to be many commercialized applications of our Fortrex technology beyond the automotive industry. We also continue to make progress in other development agreements, advancing them towards commercialization.

The installation of our new prototyping equipment in our global technology center is now underway and is expected to help further speed the development process. While we are prioritizing the advancement of our current launch activity, we are also pursuing additional development agreements in 2020.

Our focus remains on the same product sectors as we have previously communicated. We believe this will allow us to build on the knowledge and technical expertise. We have already developed to potentially reach commercialization faster in the next series of AMS agreements.

Now let me hand the call off to Jon for a review of the financial details of the quarter..

Thanks, Jeff and good morning everyone. In the next few slides, I’ll provide some detail on our financial results for the second quarter and also comment on our balance sheet, liquidity profile and capital structure. On Slide 10, we show a summary of our results for the second quarter with comparisons to the prior year.

Let me touch on some of the key figures. Second quarter 2020 sales were $304.5 million, down 55% versus the second quarter of 2019.

Lost sales attributed to the COVID-19 pandemic and accounted for nearly all of the decline, while unfavorable volume and mix, foreign exchange fluctuations and customer price reductions also weighed on the quarter’s sales. Adjusted EBITDA in the second quarter was negative $93.8 million compared to positive $58 million in the second quarter of 2019.

Again, the most significant driver of the decline in adjusted EBITDA was the impact of the global health pandemic and industry shutdowns. Weak volume, mix and customer price reductions also negatively impacted results for the quarter.

These impacts were partially offset by improved operating efficiency and other cost reduction initiatives as well as lower SGA&E expense. On a U.S. GAAP basis, net loss for the quarter was $134.2 million.

This included a $12.4 million non-cash charge related to adjusting the Indian and European net assets included in the July 1 divestiture to fair value as well as certain project costs related to the transaction.

Excluding these charges, restructuring expense and other special items as well as the associated income tax impact of these items, adjusted net loss for the first quarter of 2020 was $111.8 million or $6.61 per diluted share.

Regarding CapEx, our spending in the second quarter was $12.3 million, down considerably from $35.9 million in the same period a year ago. Our global teams have done a fantastic job of limiting or deferring capital spending where possible in response to the current challenges in our industry.

We continue to anticipate that lower investment levels will continue through the remainder of the year. Moving to Slide 11. The charts on Slide 11 walk the significant drivers of the year-over-year changes in our sales and adjusted EBITDA. For sales, the impact related to lost revenue due to COVID-19 approximated $380 million.

Considering overall weak industry volumes during the ramp back up, unfavorable volume and mix, net of customer price reductions reduced sales by $37 million year-over-year.

The negative volume and mix impacts were primarily in North America and Europe and were partially offset by positive volume and mix in Asia-Pacific, and foreign currency fluctuations resulted in a negative impact of $7 million to revenue.

For adjusted EBITDA, our ongoing efforts in lean manufacturing and operational efficiency drove $21 million in cost savings for the quarter, a great result considering these efforts were hampered by the pandemic.

We also benefited from $6 million lower SGA&E expense as a result of the organizational streamlining we proactively implemented last year as well as elimination of all discretionary spending in response to the pandemic. We continue to improve our cost structure and are taking real costs out of our business, so we are not done yet.

We expect this will become more evident on our bottom line when industry conditions and production levels normalize. But in the second quarter, our significant cost reductions were more than offset by the impact of industry shutdowns and incremental costs related to the COVID-19 pandemic. This net impact was approximately $130 million.

Unfavorable volume, mix and price adjustments as well as normal inflationary pressures accounted for the rest of the decline in adjusted EBITDA. Moving to Slide 12, as of June 30, our balance sheet and liquidity profile remains solid. We ended the second quarter with $388 million of cash on hand.

In addition, we had $32 million of availability on our revolving credit facility for a total liquidity of $420 million as of June 30, 2020. It’s important to point out that our revolving credit facility remains undrawn. The availability at June 30 was reduced significantly due to a decline in our U.S.

and Canadian trade receivables and inventory balances, which comprise the borrowing base for the facility. As receivable balances begin to rebuild now that we’ve resumed shipments to our North American customers, the availability on the ABL facility will also increase and be back to normalized levels here in August.

In view of industry and economic conditions, we continue to carefully monitor our liquidity outlook by conducting detailed cash forecasts and analysis on a weekly basis. We are continuing aggressive measures to reduce and/or defer capital expenditures, costs and discretionary spending wherever we can.

And we are maintaining our intense focus on working capital management with initiatives to accelerate both accounts receivable and tooling collections from our customers. Lastly, a few comments on our asset allocation priorities, we issued $250 million of senior secured notes back in May.

We took this prudent action to provide a cash cushion that would allow us to maintain sufficient liquidity in the event that the industry shutdowns were to extend longer than expected or if the industry were to go through a second wave of shutdowns.

Our current intent, which is subject to future market conditions, is to preserve our cash balance as much as possible and generate additional cash and liquidity over the next 2 years such that we can de-lever as soon as markets and contract terms allow. With that, let me turn the call back over to Jeff..

our customers, our suppliers, our employees, the communities where we live and work and our investors. Over the past couple of years, we’ve served 4 of the 5 very well that recognize that we need to do more to better serve our investors. We are making significant changes to drive increased value going forward.

Last quarter, we announced the formalized framework that we’re using to drive increased ROIC over time.

During the second quarter, we made large advances, both in the execution of some of the related actions, as I discussed earlier in this presentation, but also in terms of defining specific goals, setting meaningful KPIs and establishing the internal team structure needed to ensure oversight and accountability for this important program.

We have established cross-functional teams to drive and track improvement in all aspects of our business, including commercial, manufacturing, engineering, purchasing and supply chain and all administrative areas. The goal is to drive return on invested capital back above 10% over time as we have done in the past.

With quantified targets in each functional area and defined activities to achieve them, our engaged employees are stepping up to the challenge. I am confident we will succeed. Our entire global team is certainly committed to it. In the near term, we continue to face considerable uncertainty within our industry and the various markets we serve.

While we are seeing positive signs for the near-term light vehicle demand in some regions, other regions are not bouncing back quite as fast. With this backdrop, we are not providing formal guidance at this time.

However, we do expect that the impacts of our cost reduction and return on invested capital improvement initiatives will be evident and significant by year-end. I want to once again thank our global team of employees for their continued hard work and dedication during these challenging times.

How they have responded to recent adversity certainly has been inspiring. I also want to thank our customers for their continued trust and support. This concludes our prepared comments. We would now be happy to take any questions that you may have..

Thank you [Operator Instructions] Our first question comes from Joseph Farricielli with Cantor Fitzgerald. Please go ahead..

Thank you. A question on the comment about operating at 90% to 92% pre-pandemic, you had some dispositions, India and Europe.

Is that on a like basis, meaning go forward assets compared to last year?.

Yes, Joe, it’s Jon. Thanks for the question. What we are referring to is the remaining businesses that are still under the Cooper-Standard portfolio, will be operating at 90% to 92% capacity. The other divestiture of facilities in India and Europe, we are not including in those numbers..

Okay, great. Thank you. And then just wondering, I know I have heard this from one or two other companies, maybe different industries that the pandemic has actually helped accelerate some transitional changes, decisions.

Just wondering if you are seeing anything of that nature, if anything, from a time line is being accelerated, easier or seeing actually new opportunities?.

Sure. This is Jeff. I would say that the teams, whether they have been working from home or lately, we have had more and more returning to the technical centers along, obviously, with the plants. I would say it’s a very focused, engaged atmosphere. Certainly, there’s not the travel around the world.

There’s not – they are running to different meetings that normally present opportunities, but sometimes distractions. So I would say that we have not missed a beat. If anything, we have probably improved the efficiency of how we are operating the business. That’s the first point. Second point related to the ROIC improvement plan that we have rolled out.

We really began put that together prior to the pandemic. We have mentioned last year, in 2019, we took out significant costs and fixed costs of our business. We sharpened that approach as we got through the first quarter this year, and we announced here just recently the details associated with that ROIC roadmap.

So it was really part of our plan prior to the pandemic. But clearly, we are using this particular period of time to make further adjustments to our SGA&E and COGS costs that have actually proven to be even better than we originally had planned. So I suppose you could argue that we have benefited in some way, really all around the business from it.

You kind of hate to describe a global pandemic is something you are benefiting from, but I understand the context of the question. And I would say we certainly have as well..

Yes, no. Thank you. I appreciate that. And I didn’t mean to – it’s just the reality that certain companies that already were in the process of making changes will benefit from this, good or bad. Okay, thank you..

Thank you. And our next question is from Brian DiRubbio with Baird. Please go ahead..

Good morning.

Just maybe want to start can you help us frame what the royalty revenue stream will be for 2021 out of ATG?.

Brian, Jon Banas here. We are not quantifying that yet. We are being – that’s essentially in start-up mode, and this is our first significant agreement. We are holding that close for now. And you should expect to see over the next couple of years that grow in magnitude. And once it becomes material for us, then we will break it out separately..

Okay. That’s fair enough. And just as we think about actions that you have taken to date, as I like to frame an addition to subtraction. As I look at your business, there seems to be a lot of opportunities for you to add value just by walking away from business.

Can you talk about how you are thinking about your global footprint and areas that may not be performing? Let’s just be honest, South America, do you really need to be in South America today? Could you sort of redirect that capital to more fruitful uses going forward?.

That’s a good question. This is Jeff Edwards. We have said publicly that any business that we have that isn’t covering our cost of capital either gets fixed or it leaves. So I think that’s pretty clear what we think, and that’s what’s driving the execution and the road maps.

And frankly, the divestitures that we just executed here this summer is all a result of that. You will continue to see more of it. Hopefully, we are able to fix them and don’t have to figure out a different alternative. That’s our preference, but we will do whatever we have to do..

Understood. And with all due respect, I don’t think South America has ever generated positive EBITDA. So I am just trying to understand, is it your customers that are really looking for you to be there? I am just trying to understand sort of the process how you guys are thinking about this internally..

We will either cover our cost of capital or we won’t be there..

Understood.

And if I heard you – just lastly, if I heard you correctly, on the capital allocation priorities, if everything goes to plan, as I understand right now, you are just going to husband cash on the balance sheet and then look to repay the first lien notes off at the first possible call date?.

Yes, that’s kind of the current thinking. There is some other maturities that will come due within the ‘22, ‘23 time frame that will look as an overall capital structure package there, Brian. So – but that is the current intent.

Certainly here in the near term, with the uncertainty with the global pandemic that still hangs over the economy, we are just being a little bit prudent before we make any other alternative decisions there..

I think it was expensive, but I did think you did the right thing raising that $250 million last quarter, so I commend you for that. I appreciate it..

Okay. Thanks, Brian..

Thank you. Our next question comes from Josh Taykowski with Credit Suisse. Please go ahead..

Hey guys. Thanks for taking my questions. Just a few from me I guess first starting off, now that we are hopefully through the worst of the pandemic, just thinking through next steps for the improving margin profile and ROIC that Jeff was mentioning at the end of the prepared remarks.

I was wondering if you could maybe share some light on kind of the goals and KPIs that you’re tracking in the near term.

And then any details on steps you’re taking maybe over the next couple of quarters?.

Sure. So I think we have provided really the laneways of each of the projects that we’re attacking. And just to name a few, we’ve talked about SGA&E and COGS. We’ve talked about a couple of the businesses in Europe that need significant improvement. We’re after those.

We’ve talked about on the commercial side and on the material economic side, the supply chain. These are all areas that have specific KPIs tied to improving the margins of our business and specifically, with the focus on getting return on invested capital back over 10%. If you go back over a 10-year period, most years, we were performing that way.

Clearly, we had some things go against this – the last couple of years. It’s not to make excuses, it’s to make sure that we deal with reality and get those things fixed so we can get back to the level of performance that you expect and that we expect..

Got it. And then just on that point on SGA&E and COGS, the $50 million, I think, is what you’re targeting for annualized savings.

Do you expect to have that fully implemented by year-end or what’s the time line of that?.

Yes..

Okay.

And then my next question, just thinking about cash flow generation for the remainder of the year, kind of in the context of where the market environment is, assuming that still holds, do you feel like positive cash generation in the back half is within arm’s reach or what are the puts and takes of that?.

Yes, Josh, it’s Jon. Clearly, our cash conservation efforts along the way here have increased – with the increased production, are expected to generate positive operating and free cash flows in the second half of the year, but certainly may not be enough to overcome the first half negative outflows related to COVID-19.

We do expect positive working capital generation to continue, and that’s really going to be driven by our focus on the trade and tooling receivables side and the team’s global efforts to take further days out of inventory levels.

So those will be beneficial in helping offset increased outflows as production ramps back up on the accounts payable as well as accrued liabilities and the like. So packaged altogether, we think we’re on track for a positive second half. But of course, that always depends on Q4.

From a typical seasonality, Q4 tends to be our best cash flow quarter historically. And based on the industry environment outlook, that looks to hold true, but we’ll see how things progress here..

Got it. Okay. And then final question for me, just wanted to understand the borrowing base a little bit better. It looks, at least on the face of it, just looking at the current asset and liabilities in the balance sheet relative to a decline in the borrowing base availability. It just – it’s kind of tough to match up.

So can you maybe talk through kind of the drivers of the big decline? I think it was like a 76% reduction in availability sequentially from 1Q..

Yes, Josh, it’s Jon again. It’s really all driven by accounts receivable. So the two main categories of collateral under the ABL are U.S. and Canadian accounts receivable and then U.S. and Canadian inventory levels. So those 2 components make up the total borrowing base that go against the total $180 million commitment.

Certainly, any small letters of credit that we have outstanding, we will deduct from that availability. But also there’s a fixed charge coverage ratio trigger, whereby it’s the 10% level, call it, a holdback essentially of the borrowing base before that fixed charge coverage ratio trips.

So we don’t want to go below that, and so we include that in the $32 million amount I referenced for the June borrowing base. So as shipments have ramped back up, accounts receivable will grow accordingly as well inventory levels.

And so like I said, by August here, we’re back at a normalized borrowing base level, back above $100 million to $125 million or so..

Got it. That’s helpful. Thanks very much guys. Appreciate it..

Thank you. Our next question comes from Bob Amenta with JPMorgan. Please go ahead..

Yes, thank you. Just a couple. I guess you touched one on working capital a minute ago. So I guess I was a little surprised that you had a negative, give or take $30 million in the second quarter.

I mean heading into this, you had the Fords and the GMs of the world saying that they were going to burn through a bunch of working capital in the second quarter, but most of the suppliers were talking about getting the opposite of that.

Is there anything unusual that happened? I know you talked – my main question was about the second half, but I was just trying to understand the second quarter a little better?.

Yes, Bob, it’s Jon. So in the second quarter, when you think through the working capital elements, we were still collecting on accounts receivable that we had made shipments back in March, but that ran out. When you look at the global payment terms, it ran out in, call it, the May time frame.

However, we are still paying – or we were still paying on all our fixed charges and accounts payable balances for inventory purchase that had longer days payables outstanding on a global basis. So when you think about capital purchases that we made back in Q1, those bills essentially came due in Q2.

So with the wind down in accounts receivable collections coming in, the outflows on the accounts payable/capital expenditure side that were previous commitments, created the overall outflow. So it was not a surprise. We had forecasted it that way, and that’s how we kind of saw Q2 playing out.

When you get into the back half of the year, that trend will reverse..

Okay. Yes. So on the back half, it sounds like you’re hoping to be – I mean but my concern was with what happened second quarter is that third quarter as you ramp – as you continue to ramp back up, we’d see a kind of – get exacerbated by more outflows.

But net-net, for the second half of the year, you think a neutral to hopefully positive is totally doable, I guess, for working capital?.

Yes..

Okay. And then CapEx, I know you kind of didn’t give specific numbers, but you kind of said you’re the 30% or 35% cut. So we are at 60%, 65% for the first half of the year. I am assuming below that number for the second half.

But can you – I mean do you think you will end up around $100 million? Can you kind of narrow it down at all?.

Yes, Bob. We’re still on track for that $100 million, $110 million level. We talked about this on the last call as well as over the last several months. So we think about a 35% reduction from where we thought we would be for the full year, which coming into the year was $150 million, $155 million level. So I think we’re still definitely on that track..

Okay. And then lastly, just – I think it was Slide 12, you talked about from last quarter all the stuff you did, salary deferrals, obviously, travel is restricted.

But the more – probably on the deferral type stuff, is any of that going to kick back in? Like I know, again, totally different company, but Ford said they are going to kind of reinstate some salaries sooner than they thought.

And are we going to see like a – the second quarter SG&A wasn’t down that much, I mean, from first quarter, a couple of million dollars.

So I’m just wondering, are we going to – how much in aggregate dollars are we going to have to add back in kind of for recruitment? And will that be later this year or will that be more like next – early next year?.

Bob, it’s Jon again. When you look at our SGA&E, our deferral program was just that. It wasn’t a permanent reduction in wages and salaries, it was just a deferral, so we continue to accrue that expense in Q2. And it’s really just a liquidity play that we put in place. And so we expect to be able to eliminate that deferral in Q3 here.

And then the cash outflow, the plan is to, in Q4, reimburse the employees for that deferral..

Okay. So – but the income statement number is still reflecting..

It’s fully loaded. Yes, it’s fully loaded..

Okay, perfect. That’s all I have. Thank you..

[Operator Instructions] Our next question is from Bill Sappern with Carlyle..

Hey, thank you for the color.

Would you be able to provide us a liquidity number as of 7/31 broken out between the ABL capacity and cash on the balance sheet?.

Bill, we are not in a position to give those interim type disclosures at this point. But as you had mentioned, the ABL capacity is back up as it was $100 million, $125 million mark and again, we remain un-drawn..

Thanks..

Thank you. And our next question is from Michael Cazayoux with KDP..

Yes, thanks for taking my call.

I was wondering if you could address the amount of proceeds you expect to receive from the Indian and European asset, just sales?.

Yes, Mike, good question. This wasn’t a harvesting opportunity on the cash side. Really, there’s a small dowry that we’ll end up paying to divest those businesses. So not that significant, but we’ll pay a little bit to the buyer to take this business off our hands..

Okay, thank you..

Thank you. And it appears that we have no further questions. I would like to turn the call back to Roger Hendriksen..

Okay. Thank you everybody for your participation this morning. Should you have any further questions or would like to learn more about Cooper-Standard, please don’t hesitate to reach out to me directly. We look forward to speaking with you again. This concludes our call. Thank you..

Thank you, ladies and gentlemen. This concludes today’s call. You may now disconnect..