Good morning, everyone, and welcome to the Cooper-Standard First Quarter 2020 Earnings Conference Call. During the presentation, all participants will be in a listen-only mode. After the company's prepared comments, we will have a question and answer session. Please note that this conference call is being recorded, and the webcast will be available on the Cooper-Standard website for later replay. I will now hand the call over to Roger Hendriksen, Director of Investor Relations.

Thanks, Andrew, and good morning everyone. We appreciate you spending some time with us today. The members of our leadership team who will be speaking with you on this call this morning are Jeff Edwards, Chairman and Chief Executive Officer; and Jon Banas, Executive Vice President and Chief Financial Officer. In alignment with continuing stay-at-home guidelines in the State of Michigan we're all calling in from different locations this morning. So we ask that you bear with us in the event that we should experience any minor delays or inconsistencies due to phone line or network latency. 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 also to 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 the presentation. With those formalities out of the way, I'll turn the call over to Jeff Edwards.

Thanks Roger and good morning everyone. Now let's start on slide five. It goes without saying that the COVID-19 pandemic has had a major impact on our business. What started out as a strong operating quarter quickly became a test of our emergency response, capabilities, flexibility, responsiveness, and resilience. Despite disappointing financial results we're certainly proud of the way our global teams have handled this adversity. They continue to find ways to become more efficient in our operations, driving $16 million in savings so far this year. And with the aggressive actions we implemented last year, we reduced SGA&E by $16 million. We also achieved another great quarter in launches and product quality, which resulted in record high green customer scorecards for the company. And most importantly, our world-class safety performance continues to outperform benchmarks. In fact, the first quarter marks our best safety performance in our company's history for total incident rate. Moving to slide six. The company continues to aggressively manage our COVID action plan, and we have aligned our global team around three key priorities; protecting the health and safety of our employees, preserving liquidity, and continued execution of our long-term strategic initiatives. Our emergency response teams were activated around the world, quickly implementing health and safety guidelines to help ensure we were adopting best practices at all of our global locations. In China, where the programs were implemented first, we had no cases of COVID-19 infection among our employees. Even if the plants reopen and operations restarted. Our second priority is preserving liquidity. We were fortunate to begin this quarter with a very solid balance sheet. As customer operations began to shut down as a result of the COVID-19, we took immediate action to reduce capital spending, intensify our focus on working capital, and reduce costs wherever possible. Jon will provide more details in a few minutes. But we're pleased with the results of the cost-saving initiatives and our current liquidity position. Finally, it is important for us to remain focused on our longer-term strategic initiatives despite the challenges and distractions in our current environment, and we have. We continue rightsizing our business and are improving our cost structure globally. One of the two plant closures planned for 2020 is now complete, and the second one is on track to finalize later this year. In addition, as we announced last week, we've reached an agreement that will enable us to exit some underperforming businesses consistent with the strategy we've been discussing with you the past few quarters. Let me stop there and hand the call to Jon to review the financial details of the quarter. After Jon's comment, I'll come back on to discuss our operations and outlook. Jon?

Thanks, Jeff, and good morning everyone. In the next few slides, I'll provide some detail on our financial results for the first quarter and also comment on our balance sheet and liquidity profile. On slide eight, we show a summary of our results for the first quarter with comparisons to the prior year. First quarter 2020 sales were $654.9 million, down 25.4% versus the first quarter of 2019. Lost sales attributed to the COVID-19 pandemic and the sale of our AVS business last year accounted for the bulk of the decline. While unfavorable volume and mix, foreign exchange, and customer price reductions also weighed on the quarter's sales. Adjusted EBITDA in the first quarter was $8.3 million or 1.3% of sales compared to $64.1 million in the first quarter of 2019. The most significant drivers of the decline in adjusted EBITDA were again attributable to the impact of the global health pandemic and industry shutdowns, weaker volume and mix, and customer price reductions. These are partially offset by improved operating efficiency and other cost reduction initiatives as well as lower SGA&E expense. On a U.S. GAAP basis, the net loss for the quarter was $110.6 million. This included a $74.1 million non-cash charge for adjusting the net assets of the planned divestiture to fair value along with project costs related to the transaction that Jeff mentioned earlier. Excluding these charges, restructuring expense and other special items, the adjusted net loss for the first quarter 2020 was $36.5 million or $2.16 per diluted share. From a CapEx perspective, our spending in the first quarter was $50.6 million, while this is down from $59.6 million in the same period a year ago. It may appear relatively high given the current industry challenges. Most of our CapEx in Q1 is actually the cash outflow on commitments made in Q4 of last year, well before the impact of the health crisis was known. In response to the current situation and the aggressive actions we are taking, you should expect significantly lower capital expenditures for the remainder of the year. Moving to slide nine. The charts on slide nine quantified the significant drivers of the year-over-year changes in our sales and adjusted EBITDA. For sales, the impacts related to COVID-19 approximated a $115 million. The divestiture of our AVS business further reduced sales by $78 million. Unfavorable volume and mix net of price reductions reduced sales by another $16 million year-over-year, while foreign currency fluctuations resulted in a negative impact of $14 million. For adjusted EBITDA, our ongoing efforts in lean manufacturing and operational efficiency drove $16 million in cost savings for the quarter. We also benefited from $12 million lower SGA&E expense as a result of some of the cost reduction initiatives we implemented last year. These savings were essentially in line with our full-year expectations, and in a normal quarter, they would seem more impressive. However, these efforts at taking cost out were more than offset by the approximate $40 million impact from the COVID-19 situation. Unfavorable volume mix and price reductions accounted for $25 million of the decline in adjusted EBITDA, and the sale of our AVS business accounted for another $7 million. Moving to slide 10. As of March 31, our balance sheet and liquidity remain solid. We ended the first quarter with $302 million of cash on hand. The typical seasonal outflow from year-end was primarily attributable to capital spending, which as mentioned earlier has been largely committed in Q4 of last year. In addition to cash on hand, we had $146 million of availability on our ABL revolving credit facility for total liquidity of $448 million as of March 31, 2020. As you may have seen in the 8-K we filed recently, our cash balance improved to $340 million as of April 28, and our ABL facility remains undrawn. So we believe we have adequate financial flexibility to manage through near-term market dislocations. In view of industry conditions, we are carefully monitoring our liquidity outlook by conducting detailed cash forecasts and analyses on a weekly basis. We have taken aggressive measures to reduce and eliminate discretionary items and defer costs and spending wherever we can. We have reduced our capital spending plan by approximately 30% compared to our original plan for the year. This amounts to approximately $35 million to $40 million, and we have levers to reduce another 20% if customers further delay or cancel new program launches in response to the pandemic. Other cost reductions and deferrals we have implemented include the furlough of manufacturing labor, the cancellation of all open hiring requisitions saving $1 million to $3 million this year, restriction of all business travel, saving approximately $7 million to $10 million, and the partial deferral of salary workforce payroll delaying payments of approximately $28 million to year end or possibly into next year if necessary. We are also leveraging government programs wherever we can, which vary by country. Some of the more significant opportunities include deferred payroll tax payments in the U.S. of approximately $7 million to $10 million and deferred U.S. pension contributions of approximately $3 million. In addition to these actions, we have intensified our focus on working capital management in initiatives to accelerate tooling collections from our customers. We expect that our accounts receivable balance will decline as our major OEMs customers in North America remain shut down and sales remain low. This will result in a corresponding temporary decline in the borrowing base and availability under our ABL facility. However, we expect the borrowing base to build back up with customers coming back online in the next few weeks. Based on the aggressive savings and deferral actions we have taken and our current expectations for the restart of European and North American customer operations, we believe we have and will have sufficient liquidity to sustain our operations for the next 12 months. That being said, due to the incredible degree of uncertainty in our industry and the markets we serve, we may consider various options to add to our liquidity to serve as an additional backstop for us if OEM operations don't resume as we expect or if there is a resurgence of the health crisis that results in additional downtime. We would only expect to do something here if the terms are reasonable and make sense for our situation. With that, let me turn the call back over to Jeff.

Thanks, Jon. With the next few slides, I'll provide some highlights related to the current status of our operations as well as our expectations for restarting production and some commentary on some of the strategic initiatives that I mentioned earlier. So if you would please turn to slide 12. In China, all of our plants were shut down for approximately six weeks during January and February due to the spread of COVID-19 throughout that region. The good news is that once new health and safety measures were put in place, a phased restart of production began in late February aligned with government directives and of course customer schedules. All 12 of our plants have resumed production and we're currently operating at approximately 75% of capacity with 97% staffing levels due to reduced customer demand. The new health and safety measures we implemented included health and temperature screenings, mandatory use of personal protective equipment, separation barriers among our work cells, and increased social distancing in our plants. These measures have proven effective so far as we've had no known cases of COVID-19 in our manufacturing facilities in the region. The successful guidelines implemented in China serve as a playbook for us to follow as we return to work in Europe and here in North America. In Europe, customers began to idle operations in early March and most of our plants were closed by mid-March. A few plants maintained limited production to support essential businesses, as well as automotive customers in Asia. A phased restart of production is now underway in Europe, and we will ramp up production as needed to support customer schedules and requirements. In North America, most of our plants in the U.S. and Canada closed in late March. Our plants in Mexico closed by late April. As in Europe, our non-automotive plants remained open during the crisis to support essential businesses and production of emergency equipment. We now expect our customers in North America to begin a phased restart of operations next week. The good news is that the Mexican government has deemed automotive production as essential business, and it's agreed to allow operations to commence in alignment with the U.S. and Canada. Due to the abrupt shutdowns around the world, we have a significant amount of finished goods inventory on hand, and we expect we'll facilitate our transit to work over the next few months. Based on customer release, we expect to ramp up our operations to approximately 80% of our pre-COVID plan levels by the end of June. Turning to slide 13. I mentioned that our Advanced Technology Group plants remained open throughout the health crisis. To us, this is a clear validation of our diversification strategy and part of the reason we've continued to invest in those new markets. We're especially proud of our combined team's efforts to design and produce new customized components for personal protective equipment and medical devices that were critical at the peak of the pandemic. Their collaboration with customers was outstanding, and they developed these projects in record time. In terms of new business development in our advanced material science business, our activity has been delayed due to travel restrictions that make it impossible to conduct critical testing activities on our customers' laboratories and facilities. While we face a near-term delay on some of our project timing, we certainly don't expect a significant impact over the longer term. Turning to slide 14. One of our top priorities continues to be the execution of our longer-term strategic initiatives despite our current challenges and disruptions. I'm very pleased that we were able to come to an agreement to exit certain underperforming and/or non-core operations. Consistent with what I've referred to as becoming profitable by getting smaller in Europe. The agreement includes 11 plants with approximately 2,500 employees across four countries. We will be exiting our rubber fluid transfer systems business and a specialty sealing business in Europe, as well as all of our consolidated operations in India. To be clear, the reason for the exit of the rubber FTS business in Europe is really due to a lack of scale which has been created by frankly too many players who frequently behave irrationally, and it's just time for us to move on. The FTS product group remains a strategic core business in other regions. The specialty sealing business in Italy was non-core. In India, it is a market that has lacked significant scale for us, growth, and profit, and has continued to burn cash for essentially the entire time we've been operating there. While the transaction will reduce our overall sales by approximately $200 million annually, we expect to have a significant positive impact on our profit margins and cash flow going forward. Based on the negative $14 million of adjusted EBITDA and negative $20 million of free cash flow these businesses generated last year. Moving to slide 15. Because of the unprecedented nature of the current industry downturn, there's a lot of uncertainty regarding potential rebound of automotive demand and production. IHS estimates, as shown on these charts, suggest light vehicle production could return to 2019 levels in just a couple of years. I don't know if these estimates are too optimistic or too pessimistic, and no one really does, which is why we see such a wide range of estimates from various analysts and forecasting services, especially in the near term. Due to this high degree of uncertainty, we're not able to provide the typical financial guidance at this time. What I would tell you is that we will continue to work closely with our customers to provide high-quality products and service and where they need them. We will continue to build on our already strong relationships, and if need be, we will be prepared to step up to support our customers should they have other suppliers who are not able to fulfill their commitments during these challenging market conditions. Moving to slide 16. As we move forward in the near term, we will continue our aggressive actions to improve our cost structure and carefully manage cash flows as we adapt to the changing market and lower revenue. Over the longer term, we expect to execute on a defined plan to restore our return on invested capital to the levels that our stakeholders deserve and expect from us. The plan includes identified initiatives in all areas of our company including our commercial, manufacturing, engineering, purchasing, and supply chain, as well as our administrative and management functions. Building on the cost reduction actions we initiated in 2019, we were well on our way in the implementation of this plan prior to the advent of the COVID-19 pandemic. We have an outstanding team of dedicated employees. We have strong market positions, leading technology, and excellent customer relationships. I have every confidence in our ability to deliver improved results as we execute on these plans. By managing the things that we can control in our business and by quickly adapting to the things that we can't directly control. Let me close by thanking our employees for their continued hard work and commitment to excellence. They've pulled together during a very challenging time and challenging circumstances. I'd also like to thank our customers for their continued support and trust, and we look forward to collaborating closely with them as global automotive production comes back online. This concludes our prepared comments. So we will allow open the phone lines for Q&A, please.

Thank you. Our first question comes from Michael Ward with Benchmark. Please go ahead.

Thank you. Good morning everyone. Jeff on the ATG side, are you still on track for some meaningful revenue starting to come in 2021 or non-automotive?

Yes, Mike. So on the ATG where we have ISG and where we have AMS. The ISG business is what I was referring to as running during the - during the pandemic, we were about 60% up and running in the essential markets. At the AMS, I was referring to the testing and so forth that we were in the process of doing when the airlines all shut down. So that's postponed a little bit here while we get back to some level of normalcy going forward. But as it relates to ATG in total, we won't report separately there, Mike, until probably 2023 before the revenue and earnings crossover at any level of meaningful or materiality.

Is that 10%? Is that the bogey on that?

Yes. 10% is probably what we will go with. That's right. That's what we said.

Okay. And Jon on the CapEx, I think originally you were looking at CapEx in the range of 140 or 150. And so based on what you're saying, you're looking at for the rest of the last nine months cap spending some around $60 million down from about a $100 million last year. Is that the right ballpark?

Your math is good there, Mike.

Okay. And then the - when you talked about your liquidity outlook, is that based on the IHS forecast that you have there?

Yes, it's that, Mike, coupled with our customer releases, because we're getting releases into the system, ADI system here for the next call it six weeks. So our view of what they're telling us coupled with IHS over the summertime and into Q3 and Q4.

Okay. So as we look at just kind of the cash aspects of the business, really May and early June are the biggest uses. Is that right?

Yes. That's right. Call it through mid-June is the cash burning time. And then once production starts back up and we start collecting receivable money towards the end of June then we start generating cash again.

Okay. And is any of your debt subject to covenants?

No. There's no financial covenants or no maintenance covenants on the debt.

Okay. And maybe, Jeff one last thing from a structural standpoint, is there anything within the company that prevents you from getting back to double-digit margins at the EBITDA level?

Nothing. Actually, what we discussed this morning, Mike, is a very detailed and aggressive plan to address that. We began implementing those strategies in 2019. We have several initiatives underway, and I want to emphasize that this is not a result of COVID-19. This is something we announced last year that we intended to pursue. We are actively working on it, and I believe the team is very committed to reaching that level again.

Thank you very much. Good luck.

Thanks, Mike.

Thank you.

Thank you. And our next question comes from the line of Brian Dirubbio with Baird. Please go ahead.

Good morning. A couple of questions for you. The divestiture that you announced last week, can you give us any indication if you're receiving any proceeds or not from that?

This is Jon. No proceeds there.

No proceeds there. Okay. Great. And then, as we look at your amended ABL agreement. You recently took the tooling receivables out of the borrowing base and mentioned that you established that as a separate line. Is that part of your thinking for additional liquidity?

No. But we're thinking about as far as the tooling receivable element is that we're approaching customers where we can to see if we can get accelerated payments from them. Because as you look at the profile of tooling receivables they're generally collected when the tools themselves are ready right before production starts. And so you look at our $139 million or so accounts receivable, sorry, tooling receivable balance as of March 31, and that's ratable across the launch cadence. So instead of waiting till the end, customers have been agreeable to call it progress payments or in certain cases upfront payments to bring cash in the door sooner rather than waiting the extended period of time until launch. So that's what we're thinking about on the tooling side.

Got it. That is helpful. Then just going back to the estimates you had on production between the three regions. Maybe a different question on that is at what levels do you think you need in order for the company to breakeven on a free cash flow basis?

Sure. This is Jon again. So what we've done is because currently Europe and Asia Pacific are currently cash users. We mainly focus on the North America region when we talk in terms of cash breakeven levels. And what we've calculated in the past and currently seems to hold true is that the cash breakeven level is about 12 million units in North America, and the operating profit level is 8 million units. So you can kind of use that as your ballpark.

Got it. And just the deferrals that you have for this year between salary pension and payroll tax, do you have a number for what that cash is expected to be for next year? Or is it too early to tell?

Too early to tell, but some of those deferrals like for example, the payroll tax item that can be spread over 2021 and 2022. So while we'll save about $7 million to $10 million that spread 50/50 over the next two years after 2020. And as I mentioned in my prepared remarks, the salaried piece should industry production bounce back to the level where we're in the position to reimburse. We could pay that in Q4 if it's not then we could potentially pay that in 2021.

Understood. Thank you for your time.

Thank you.

Thank you. And our next question comes from the line of John Levin with Levin Capital. Please go ahead.

Could you provide an update on the developments in Fortrex? In reading the release, I couldn't determine the extent of progress being made. Overall, what kind of progress do you anticipate? There were significant projections and hopes for what seems like a promising product.

Yes, thank you, John. This is Jeff Edwards. I'll respond to that. As I mentioned in my earlier comments, the testing activities we were conducting before COVID mainly took place in Asia and have been postponed due to the current situation with airlines. Regarding our long-term outlook, I believe there won't be any adverse effects. We are still very pleased with Fortrex's performance in our automotive sector and are actively increasing our efforts there. Additionally, we are optimistic that the processes we've implemented over the past couple of years are gaining traction in the non-automotive area. While there may be short-term challenges due to engineers not being able to collaborate as usual, I do not see any long-term impact.

Can I follow-up perhaps on the call. I mean, there are other people. I would make a question and a point. The question you comment about Asia. Does that mean there's not much domestic activity going on? And I would also suggest that in reading your reports or listening to you, if you could break out this promising area you might have more investor confidence. It's very hard when it's melted or merged with other products.

Was that a question for me, John?

Well, the first was why you refer to Asia. I assume the same kind of delay is going on in domestic markets, but maybe Fortrex doesn't have much potential in domestic markets is what you were saying.

Now that's what you said. I said that it was delayed in Asia because that's where we were doing our testing here in the first quarter. We continued to have activity in both North America as well as Asia. And as far as breaking it out when it becomes material and significant, we plan to do that as we've talked in the past. So thanks for the question.

Great. Okay. I'm just trying to get people to focus on what this issue. Obviously, was it meant to be a constructive question. Thank you.

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

Thank you. Good morning. A couple quick questions on cash flow. You guys delineated the payroll taxes and pensions and obviously CapEx. The one other area that I had from your prior call that would be taxes, obviously, we can mess with that on our own. But with the cash reorg, I had a 30 to 40 kind of number previously. Is that pretty much set in stone? Is it higher? Is it going to be lower given everything that's going on this year?

Bob, it's Jon. I'll take that one. You can expect that to be actually lower than we had originally planned at the yearend call. We've kind of looked at the restructuring plan that we had in place for the year and then we dialed that back as we look for the production levels to ramp back up, and then we'll can reassess the overall footprint and any levers we can pull there.

Okay. I mean is it modestly lower like five to ten or is it like 50% lower? Just to give a ballpark kind of on that?

I would call it more closer to the 50% level, will still affect the plant closure that Jeff referred to earlier, that'll happen in the late summer time. So we'll have a modern outflow there. But call it 50% of the levels we had planned on at the beginning of the year.

Okay. You mentioned the working capital, and there was an improvement of about 50 million year-over-year. It looks like we have 11 in and 40 out for the rest of the year. If the ramp-up starts soon, it seems likely that we will utilize some working capital in the second quarter. Considering we are at plus 11 for the first three months of the year, do you anticipate being positive, negative, or about the same for the full year based on the current ramp-up?

Yes. This is Jon again. With respect to the ramp-up, you would normally think that there would be a significant working capital usage there. But because of the North America and Europe shutdowns, we're so abrupt in the middle of March. We closed the quarter still with a fair amount of inventory on hand. So we won't need to go out and procure a bunch of inventory to restart our production. And so that'll help working capital here in Q2 and moderate what you would expect to be a normal outflow. And with clearly, you're right, we've been collecting on receivables, so that's that helps the inflow in here in Q2. But then the payables are still going out the door. And you could think about it through Q3. By the end of Q3, that gets more back to a breakeven level on overall working capital movements and should carry through to the rest of the year.

Okay. So for the full year including Q1, I mean, again, when I say roughly breakeven, plus or minus 25 million either way and it seems like its working capital should not be a material use or source of cash for the entire year.

Yes. That's how we're remodeling right now, Bob. But without giving specificity of the numbers, I think you think about it correctly.

Okay. Lastly, regarding the COVID impact on EBITDA, I found it helpful that you mentioned that, while others only addressed revenue. If we consider a decremental margin of 1.15 and 40 for EBITDA, that equates to 35%. If we apply that to a projected revenue decline of $350 million this quarter due to production issues, it suggests a decremental impact of around 100 million or more on EBITDA. Can you provide any insights on the relationship between EBITDA and sales? Would there be a better or worse percentage impact that might lead to a different assumption about how sales are affecting the EBITDA decline?

Yes. Without giving you the exact percentage, but let me try to answer it this way. The 35% or so decremental margin, what we try to do there, and clearly it's unprecedented. So this is our best approximation of the impact. But clearly you have the lost volume in the related pull-through. But you're also incurring expenses that you can just turn off. Think about it and canteens in the plant or order certain impacts that still go on even though the plant is not running. That we're specifically identifiable to the COVID shutdown. And that's why what would normally be 20% to 30% detrimental margin rises up to 35% or so. I don't expect that 35% to carry forward through the rest of the year of the rest of the Q2 shutdown. So I would just call it some more south of that.

Okay. Fair enough. Thanks. That's all I had.

Thanks Bob.

Thank you. It appears there are no more questions. I would now like to turn the call back over to Roger Hendriksen.

Okay. Thanks everybody. We appreciate your participation is morning and we look forward to engaging in further conversations as the days and weeks unfold. If you do have any additional questions, please feel free to reach out at any time. Thanks again. This concludes our call.

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