Mayville Engineering Company - Q3 2023

Transcript

Operator (participant)

Thank you all for joining. I'd like to welcome you all to the Mayville Engineering Company third quarter 2023 earnings call. My name is Brika, and I will be the moderator for today's call. All lines are on mute for the presentation portion of the call, with an opportunity for questions and answers at the end today. If you would like to ask a question, please press Star, then one on your telephone keypad. I would now like to pass the conference over to your host, Stefan Neely, to begin. Stefan, please go ahead.

Stefan Neely (Investor Relations)

Thank you, operator. On behalf of our entire team, I'd like to welcome you to our third quarter 2023 results conference call. Leading the call today is MEC's President and CEO, Jag Reddy, and Todd Butz, Chief Financial Officer. Today's discussion contains forward-looking statements about future business and financial expectations. Actual results may differ significantly from those projected in today's forward-looking statements due to various risks and uncertainties, including the risks described in our periodic reports filed with the Securities and Exchange Commission. Except as required by law, we undertake no obligation to update our forward-looking statements. Further, this call will include the discussion of certain non-GAAP financial measures. Reconciliation of these measures to the closest GAAP financial measure is included in our quarterly earnings press release, which is available at mecinc.com. Following our prepared remarks, we will open the line for questions.

With that, I would like to turn the call over to Jag.

Jag Reddy (President and CEO)

Thank you, Stefan, and welcome to those joining us on the call and webcast. As anticipated, our third quarter results demonstrated significant year-over-year growth in revenues, Adjusted EBITDA, and Free Cash Flow. These strong results were the product of continued steady end market demand and targeted market share gains, particularly in our commercial vehicle, military, and powersports markets. Early in the third quarter, we closed on the acquisition of Mid-States Aluminum, or MSA, which was also a contributor to our revenue and earnings growth in the third quarter. In addition to the cross-selling opportunities afforded by MSA's aluminum fabrication and extrusion capabilities, our core business continues to enjoy a robust sales pipeline entering 2024.

Even as we look forward into a potentially more muted environment for end market growth, we are optimistic about our ability to deliver above-market growth through the cycle by expanding our share of wallet with our current customers and improving the utilization of our existing assets. Importantly, our operational and commercial self-help initiatives are continuing to deliver improved profitability and cash generation through improved cost absorption, value-based pricing, and enhanced working capital efficiency. During the third quarter, we generated a record $16.1 million of free cash flow, representing cash conversion in excess of 80%, a new record for our business. Consistent with our capital allocation priorities, we reduced our outstanding borrowings by more than $17 million in the third quarter, while repurchasing $1 million worth of common equity, leaving $17 million under our existing $25 million authorization as of September 30th.

This year alone, we have repurchased $2 million worth of shares under our existing authorization. In September, we hosted our inaugural Investor Day event at our Hazel Park facility outside of Metro Detroit. At the event, we introduced a three-year roadmap for MEC, one that leverages the key pillars of our MBX framework to drive long-term value creation for our shareholders. At the event, we underscored how we intend to drive organic sales growth, Adjusted EBITDA margin, and improved Free Cash Flow generation while continuing to develop a leading manufacturing platform of scale within key growth markets such as energy transition. As a team, we are committed to excellence through accountability and introduced new three-year financial targets at the event, which our entire team is focused on achieving.

By year-end 2026, we expect to deliver between $105 million and $135 million of annual Adjusted EBITDA, along with annual net sales between $750 million and $850 million, Adjusted EBITDA margins 14%-16%, and annual free cash flow generation of $65 million-$75 million. While these are ambitious targets, they are entirely achievable. Our third quarter results demonstrate early progress towards this plan. We remain focused on delivering ratable, consistent growth into 2024, building upon our track record of execution. While we are very pleased with our third quarter performance, it is important to highlight that these results include continued cost underabsorption associated with planned ramp-ups at our Hazel Park and Athens facilities.

Fixed-cost underabsorption at Hazel Park alone impacted the third quarter Adjusted EBITDA and Adjusted EBITDA margin by $1.7 million and 110 basis points, respectively. Excluding the impact of the Hazel Park ramp-up, our normalized Adjusted EBITDA was 13.2%. We continue to expect that Hazel Park will ramp up fully by the end of 2024, contributing $100 million in annual revenues with Adjusted EBITDA margins of approximately 15% in 2025. As of September 30th, we currently had commitment for all but approximately $25 million of the projected $100 million in annual revenue contribution of that facility. Turning now to a review of market conditions across our five primary end markets. Let's begin with commercial vehicle market, which represents approximately 40% of our trailing twelve-month revenues.

During the third quarter, commercial vehicle revenue increased 6.6% on a year-over-year basis, driven by strong demand and elevated build rates. Customer demand requirements continue to indicate slowing demand going into the end of the year and into 2024 as the industry navigates regulatory changes, as well as a general slowing in economic activity. Currently, ACT Research forecasts the Class 8 vehicle production to increase 6.6% year-over-year in 2023 to 336,000 units. The current projection indicates that build rates will slow during the fourth quarter and decline by nearly 4% on a year-over-year basis. For 2024, ACT projections reflect a deeper softening in demand through the middle of the year, with current production estimates reflecting an 18.5% decline for the full year 2024.

Furthermore, we are currently experiencing volume disruptions associated with the United Auto Workers strike with one of our customers. This has impacted our volumes for their products so far during the fourth quarter and will continue to do so until an agreement is reached. Next is the construction and access market, which represented approximately 18% of our trailing twelve-month revenues. Construction and access revenue declined 2.3% on a year-over-year basis in the third quarter, given weaker fundamentals within the residential housing market, which continues to be impacted by the elevated interest rate environment. While residential construction trends appear to have troughed and infrastructure and energy market demand remains stable, we still expect to see demand softness year over year through the remainder of 2023 and into 2024, with the potential for modest improvement later in 2024.

The powersports market represented approximately 16% of our trailing twelve-month revenues and increased by 7.7% on a year-over-year basis in the third quarter. We continue to benefit from market share gains, which include new customer programs, which were partially offset by cooling in consumer discretionary spending. Given current market conditions, we anticipate customers will seek to bolster demand through rebates and incentives going into the holiday season. As we look forward into 2024, indications are that continued slowing in demand will result in growth deceleration as dealer inventory levels have normalized. Our agriculture market represented approximately 10% of trailing twelve-month revenues and increased 4.6% on a year-over-year basis during the third quarter.

The increase during the quarter was primarily driven by growth in large ag demand, along with contribution of MSA's ag-related sales, which offset continued overall softness in our legacy small ag market. This trend is in line with our expectations as global food stocks remain tight and crop prices remain elevated. Given elevated crop prices, we believe producer demand will increase through the end of the year and into 2024, with some deceleration going into the middle of 2024. The demand tailwinds in large ag going into 2024 should mostly offset softness in small ag demand. Our military market represented approximately 6% of trailing twelve-month revenues and increased 70% on a year-over-year basis in the third quarter, driven by new program wins and build rate increases.

Our customers have solid contractual backlogs with the U.S. government, and we continue to see good volumes based on new vehicle introductions and related programs. However, we foresee volume growth moderating during the fourth quarter and into 2024 due to the expected expiration of some legacy projects. I would also point out that with the completion of MSA acquisition during the quarter, the majority of MSA revenues are represented within our other end market category, which grew by over $12 million year-over-year in the third quarter. The MSA acquisition closed on July 1st, and since then, our teams have been hard at work with integration and cross-selling activities. Overall, the MSA integration is going well, and we are on track to have them fully integrated by the end of the year, as expected.

Importantly, as we highlighted at our Investor Day, we see MSA generating over $100 million of sales by 2026, with at least $25 million coming from revenue synergies with the legacy MEC customers. As of end of September, we are progressing as expected toward that target, as well as the expected cost synergies that we are targeting through the implementation of our MBX lean manufacturing framework at MSA. Shifting now to an update on our MBX initiative. During the third quarter, we continued to progress in the implementation of our MBX value creation framework. I am pleased to report that we are on track to achieve the objectives we laid out last fall when we first announced the MBX framework. As we highlighted at our Investor Day, MBX is rooted in organic commercial growth, improved cost absorption through lean manufacturing practices, value-based pricing, and working capital efficiency.

These key areas of self-help initiatives will allow us to create sustainable value and deliver above market growth through the cycle. Commercially, we are targeting growth in higher value, high growth adjacent markets, including clean technologies and energy transition, in addition to expanding our share of wallet among our current customer base. Achieving this goal is dependent on improved utilization of our equipment through better labor productivity, as well as utilizing existing capacity at MSA and Hazel Park. Allow me to share some of the commercial milestones we achieved during the third quarter. Starting out, we are pleased to report that we have been awarded purchase orders for our first cross-selling win after the acquisition of MSA. Our first award was in the commercial vehicle space, which was the largest market opportunity within our cross-selling targets.

We have continued to build momentum in our quote activity, and we expect to continue to win awards for the coming quarters. During the third quarter, we continued the expansion of our customer relationship to supply battery thermal management products to multiple end customers as the EV transition continues to progress. This relationship will continue to expand as our customer grows their electric vehicle battery systems, while we also are starting to work on significant outsourcing programs with this customer. In the quarter, we further expanded a new customer relationship in the powersports market with new program wins on new products. We expect to see continued significant growth with this new customer relationship as we look ahead into 2024. We also made progress on securing additional market share within our large ag and construction customer.

These new parts were related to next generation products and continue to build momentum on winning new business with the capacity we have installed in Hazel Park. We have continued to gain additional market share as our commercial vehicle customers plan for their vehicle updates, both on next generation products and battery electric vehicle platforms. We expect to continue to grow share over the next two years with the amount of change that will occur in this industry. As we highlighted during our Investor Day, our 2026 net sales targets are dependent on capturing incremental customer commitments of $65 million-$125 million, including MSA cross-selling synergies. Based on our current level of sales activity and recent wins, we remain confident that this is achievable. The other pillar of MBX is commercial excellence, where our focus is to implement strategic and value-based pricing models across our customer programs.

Year-to-date, the teams have been working tirelessly to implement a programmatic pricing model. On the operational excellence front, we have continued our rigorous implementation approach, centered around our quarterly President's Kaizens, supplemented by monthly operational and commercial excellence Kaizens. During the third quarter, we completed 25 Kaizens with a focus on sustainability of cost savings measures identified. Overall, our team has performed over 100 MBX lean events through the end of the third quarter. These savings put us on track to achieve the 40-70 basis points of margin improvement reflected in our 2023 guidance, as well as the 100-150 basis points of margin improvement we expect to achieve by 2026.

Given the current demand environment, the execution we have achieved with our MBX initiatives and the ongoing ramp-up of new program launches, we continue to expect consistent margin performance and free cash flow conversion to close out the year. Looking ahead to 2024, we anticipate some modest softening across our end markets, given broader expectations for a general slowing in the U.S. economic growth next year. However, we anticipate ongoing operational and commercial growth initiatives will position us to deliver above market growth. Our ability to deliver above market growth into 2024 depends in part on driving improved asset optimization across our system, continued price discipline, and sustained cost management, all of which we're on pace to deliver.

2024 will be a year of ratable progress for us, one where we expect to begin to fully realize the benefits of MBX initiatives, which are expected to support sustained organic growth, margin expansion, and improved working capital efficiency. As before, we intend to prioritize cash generation towards aggressive reduction in outstanding borrowings, putting us on pace to achieve a net leverage ratio between 1.5x and 2.0x by the end of 2024. Since the announcement of the MSA acquisition, we have received numerous indications of interest from potential acquisition candidates, many of which fit nicely within our acquisition criteria for lightweight materials and high growth end market exposure.

While we will continue to build a solid funnel of high quality acquisition candidates, our chief focus over the near term will be on reducing net leverage to ensure continued balance sheet optionality through the cycle. In summary, as I have highlighted today, we delivered on several important strategic growth milestones during the third quarter, all of which play a role in building a leading integrated solutions platform equipped to take share in higher value, underserved growth markets. As a team, we remain highly focused on delivering a high Say-Do ratio, one where a continued focus on program execution is at the center of all we do. Collectively, we remain focused on delivering a superior return on invested capital, whether through organic investments, acquisitions, or the repurchase of our own common equity.

As we look to the coming year, we will continue to hone and refine our approach to capital allocation as we seek to maximize value for all of our shareholders. With that, I will now turn the call over to Todd to review our financial results.

Todd Butz (CFO)

Thank you, Jag. I'll begin my prepared remarks with an overview of our third quarter financial performance, followed by an update on our balance sheet and liquidity. Total sales for the third quarter increased 16.1% on a year-over-year basis to $158.2 million, driven by a combination of the MSA acquisition and improved organic sales volumes, partially offset by softening demand in our construction and agricultural end markets. When excluding the MSA acquisition, organic net sales growth was 6.2% on a year-over-year basis. Our manufacturing margin was $19 million in the third quarter, as compared to $15.5 million in the same prior year period.

The increase was primarily driven by increased organic volumes, MBX initiatives, and the acquisition of MSA, offset by unabsorbed fixed costs associated with new project launches and an $891,000 negative impact from the inventory valuation step-up associated with MSA. Our manufacturing margin rate was 12% for the third quarter of 2023, as compared to 11.3% for the prior year period, or an increase of 70 basis points. When excluding the impact of the unabsorbed fixed cost and the inventory adjustment, our manufacturing margin would have been 13.7%, or an increase of 240 basis points as compared to the prior year period.

Profit sharing, bonus, and deferred compensation expenses increased by $2.2 million to $2.3 million for the third quarter of 2023, which was driven by the lower stock-based compensation expense in the prior year period due to forfeitures of unvested awards. Other selling, general, and administrative expenses were $8.6 million for the third quarter of 2023, as compared to $6.5 million for the same prior year period. The increase was driven by $1 million of legal expenses relating to our former fitness customer, $500,000 of transaction costs associated with the MSA acquisition, and increased salaries, wages, and benefits.

As we highlighted at our Investor Day in September, we believe that SG&A expenses in the near term will be between 4.5%-5.5% of net sales, as our public company costs increase as we work through meeting SOX compliance requirements. In the longer term, we expect operating leverage will drive our SG&A down to between 4.5%-5% of net sales by 2026. Interest expense was $3.9 million for the third quarter of 2023, as compared to $830,000 in the prior year period, due to higher interest rates and higher borrowings under our credit facility. The increases in borrowings is due to the acquisition of MSA, which closed on July 1, 2023.

Given our current net leverage, we are subject to a higher spread on our floating rate debt, combined with higher SOFR rates, resulted in the elevated interest rate during the quarter. As we continue to pay down our debt, we expect that interest expense will continue to decline, not only due to lower borrowings, but also because of the step down in our spread as a result of declining net leverage. Adjusted EBITDA increased to $19.2 million versus $16.1 million for the same prior year period. Adjusted EBITDA margin percent increased by 30 basis points to 12.1% in the current quarter, as compared to 11.8% for the same prior year period.

The increase in our Adjusted EBITDA margin was primarily due to increased organic volumes, MBX initiatives, and the MSA acquisition, partially offset by $500,000 of higher underabsorbed fixed costs at Hazel Park. Adjusted EBITDA margin progression is evident and demonstrates early advancement towards our 2026 goal of 14%-16%. Turning now to our statement of cash flows and balance sheet. Free cash flow during the third quarter of 2023 was $16.1 million, as compared to $5.2 million in the prior year period. As Jag mentioned, free cash flow generation for the quarter was the highest in any quarter since the IPO and represented a conversion rate of 84% of Adjusted EBITDA. The improvement in free cash flow year-over-year was primarily due to the $8.9 million dollar decrease in capital expenditures.

resulting from the completion of the Hazel Park facility and improved inventory turns as we continue to implement lean inventory management processes. With the heavy capital investment cycle in 2022 behind us, we are focused on improving working capital, and we were able to generate strong free cash flow results that put us on pace to meet our second half of the year free cash flow goal of $25 million-$35 million, and show significant progress towards our 2026 free cash flow target of $65 million-$75 million.

As of the end of the third quarter of 2023, our net debt, which includes bank debt, financing agreements, finance lease obligations, and cash and cash equivalents, was $169.6 million, as compared to $74 million at the end of the third quarter of 2022, and resulted in a net leverage ratio of 2.46 times as of September 30th. As we have stated previously, it is our intention to use free cash flow generation to reduce our net leverage ratio to between 1.5 and two times by the end of 2024. During the third quarter alone, we repaid approximately $17 million of borrowings using available free cash flow.

In light of our third quarter results and the outlook for the rest of the year, we are reiterating our financial guidance for the full year 2023. For the full year 2023, we continue to expect the following: net sales of between $580 million and $610 million, adjusted EBITDA of between $66 million and $71 million, capital expenditures of between $15 million and $20 million. Our current full year 2023 guidance does not include any impact from the ongoing strikes within the CV and auto industries. Beginning in November, we estimate these strikes could negatively impact net sales by approximately $6 million-$7 million per month and Adjusted EBITDA by $1 million-$2 million per month. With that, operator, that concludes our prepared remarks. Please open the line for questions as we begin our question and answer session.

Operator (participant)

Thank you. If you would like to ask a question, please press star, followed by one on your telephone keypad. If for any reason you'd like to remove that question, please press star two. And again, if you would like to ask a question, please press star and one on your telephone keypad. We have the first question from Vladimir Bystricky from Citigroup. Please go ahead when you're ready.

Vlad Bystricky (Vice President, Equity Research Analyst)

Good morning, guys. Thanks for taking my call. How are you?

Jag Reddy (President and CEO)

Good morning, Vlad. How are you?

Vlad Bystricky (Vice President, Equity Research Analyst)

I'm great, thanks. So thanks for all the information and the update today. Maybe just, you know, since you've given some initial thoughts on 2024 here, any color on how we should be thinking about raw material pass-throughs impacting 2024, just given where raws are today?

Jag Reddy (President and CEO)

Sure. I think, you know, a week ago, Vlad, walking into this call, you know, on Friday, I would have said, you know, "Hey, no change. We have stable steel prices, and, you know, we're expecting, some price stability, you know, given that almost in the past year, right? You know, steel prices have stayed relatively calm." But as, you know, as markets have shown in the last few days, as steelmakers continue to curtail supply, we are seeing a bit of a spike, in our steel prices. We don't expect that to last, you know, through 2024, but we are seeing a bit of a spike in the last, you know, week or so. We're expecting, you know, things to stabilize in 2024.

Todd Butz (CFO)

And Vlad, I would just comment that, you know, we wouldn't expect it to have the impact that it did, you know, in 2021 and 2022. You know, certainly, there's been a little bit of an uptick, but the fluctuation isn't as steep-

Vlad Bystricky (Vice President, Equity Research Analyst)

Yep

Todd Butz (CFO)

... as it had been previously. So again, as we look into 2024, we don't see it as a real large impact, but again, it's a pass-through, and we'll disclose it, you know, going forward each quarter.

Vlad Bystricky (Vice President, Equity Research Analyst)

Okay, great. That's helpful. Thanks, guys. And then just, you know, on the quarter and into year-end here, you talked about, you know, supply chain constraints still impacting some customers. So can you just talk about sort of how you'd characterize visibility from your OEM customers in the current environment? And, you know, if you're seeing changes in their order patterns or any increasing stability that, you know, could be helpful to your own manufacturing operations.

Jag Reddy (President and CEO)

Sure. I would say that in Q3, we did not see any significant customer supply chain disruption. So, you know, for us, it feels like things have calmed down, and we saw relatively normal order flow. Coming into Q4, sorry, we are not expecting any significant changes on that front either. Having said that, you know, probably the last sentence in Todd's remarks, right, if you caught it, we obviously have exposure to some customers who are experiencing some UAW strike disruptions. I would say that, up through the end of October, our impact has been minimal.

And, you know, the auto exposure we have now, we can say that, you know, in rest of Q4, will be again minimal, given that the strikes have been at least. Looks like they're gonna be settled. Other CV customer that continues to be down because of the UAW strike. You know, we're optimistic that given the conclusion of the other big three contract negotiations, that our CV customer could also wrap up their negotiations in the short term. But if that continues on, we expect some impact, as Scott mentioned in his prepared remarks, in Q4. Outside of those events, we do not expect any disruptions from any supply chain issues or otherwise.

Going into 2024, we have not seen any indications of softness per se, in order flows or purchase orders or any of the EDI feeds we normally see. But the conversations have been a little muted from some of our customers, even though the order flows haven't changed, the demand picture hasn't changed. So given the discussions about macroeconomic conditions, high interest rates, consumer demands slowing, with all of these, we're walking into 2024 on a cautious note. As we mentioned, we continue to expect to perform our revenue growth to be above market growth next year, given our market share gains and new program wins, and, you know, start up of multiple long-term programs in both Hazel Park, Athens, and other locations within the company.

Vlad Bystricky (Vice President, Equity Research Analyst)

Okay, that's really helpful color, guys. Thanks. Thank you.

Jag Reddy (President and CEO)

Thank you.

Operator (participant)

We now have. Your next question comes from Nick DeBrule of Baird. Please go ahead.

Nick DeBrule (Analyst)

Thank you, and good morning, everyone. I wanna tack on that last point that you made there, Jag, about 2024 and about, you know, your specific outgrowth drivers. Is there a way to update us or kinda quantify, knowing what you know today in terms of business that you guys have booked or programs, incremental programs that you have booked, as to what the revenue benefit in 2024 relative to 2023 would be from the business that you already kinda have visibility on?

Jag Reddy (President and CEO)

Yeah, Nick, good morning again. We were not in a position to provide any guidance on 2024 at this point. Having said that, we remain committed to the three-year revenue, EBITDA, and cash flow targets we laid out recently at our Investor Day. We continue to expect progress towards those goals, even with a perhaps muted 2024 growth picture. So we expect 2024 to be a growth year for MEC. We expect to grow above market next year, both top line and margin expansion, and cash flow generation as well. So we're pretty optimistic about 2024, but we're not in a position to provide any particular guidance at this point.

Nick DeBrule (Analyst)

Yeah, well, I appreciate that, and I wasn't necessarily wanting to pin you down on guidance for 2024. It was more trying to understand, so it's November, right? So you, you-

Jag Reddy (President and CEO)

Yeah.

Nick DeBrule (Analyst)

You probably have a pretty decent idea in terms of the incremental programs that you have that you know will start flowing into 2024, because your macro commentary is, is obviously more cautious than it was before. So I think we're all trying to figure out what MEC specifically can do to sort of offset this, this more difficult macro setup, if you would.

Jag Reddy (President and CEO)

Yeah, no, okay. So, on slide 5 in our deck that we, you know, put out, this morning or last night, you can see that, we're projecting most of our end markets to be either down or slightly flat. And we're projecting our powersports markets to be up, even though the market is gonna be down, up significantly, given our new program starts that we discussed multiple times in the last couple of quarters and at our Investor Day. Similarly, our commercial vehicles also, even though the market may be down, you know, a good 18-18.5% is what ACT is projecting, that market is gonna be down next year, we're expecting at least to be flat, in 2024.

Similarly, construction and access, you know, we're, you know, 60/40 construction and access. That's how we break our, our revenues. We expect access market to be, you know, pretty good, you know, going into 2024, given the customer comments, that we heard, in their public comments recently. Construction, residential construction obviously is down, but, you know, we, we have other programs that we're on that gives us confidence that, you know, we will at least be, as a segment, we will at least be flat next year. Similarly, ag, residential, small ag is down, but large ag, and then addition from MSA, ag revenues as well, well, continues to give us, at least a flattish picture, next year, in our ag markets as well.

Military is a small segment. We expect to be up, given some new program wins. So overall, that's why it gives us confidence that even though the end markets might be down next year, right, we will perform above our end market averages.

Nick DeBrule (Analyst)

Okay. Sort of sticking with slide 5 and the way the mix, the revenue mix is going to be evolving between these verticals, is there any insight to be gained in terms of what that looks like from a margin standpoint? I mean, like military, for instance, if it's growing quite a bit, does that positive for margin for mix or not?

Jag Reddy (President and CEO)

It's, I would say, generally speaking, maybe slightly accretive with the mix change, for next year, Mike.

Todd Butz (CFO)

I would just add that, you know, generally speaking, our margin performance in each segment is very similar. You know, maybe within one or two points, it isn't like we're hitting 35% margin in one market and 15% in another. So it's very similar across the board.

Nick DeBrule (Analyst)

Okay. Understood. Then last question, just a clarification around this UAW strike. So your guidance for the fourth quarter, does that assume any drag from the strike? Like, for instance, in the month of November or not, you're just sort of quantifying it, but it's not factored into the numbers yet.

Todd Butz (CFO)

It has not been factored into the guidance. You know, in a normal course, we would expect to be within our original guidance. Now, if this, the strike, which we're optimistic again, hopefully, they get settled here in the near term. If that is prolonged, that would most likely result in about $6 million-$7 million per month of lost sales and about $1 million-$2 million of, you know, EBITDA impact, which again, has not been factored into our guidance.

Jag Reddy (President and CEO)

Just to reinforce the point that in October, even though the October, most of the month of October, the customer was not taking, or not running rather, their production lines, we were able to offset our October volumes with, you know, aftermarket, production, et cetera, that helped us continue to run our production lines in the month of October. So, you know, if it gets settled in the next week or so, right, I think we'll be okay. But if it continues to drag on to the second, third weeks of November, then we will expect, impact, as outlined by Todd.

Nick DeBrule (Analyst)

That's clear. Thank you.

Todd Butz (CFO)

Thank you.

Operator (participant)

Thank you.

Todd Butz (CFO)

Thanks.

Operator (participant)

The next question comes from Ted Jackson of Northland Securities.

Ted Jackson (Analyst)

Thanks very much for taking my question. So just a couple of questions. The UAW one that you just answered was one of them, but I got two more. When you— first of all, when you talk about, you know, growth in 2024, you know, that you're expecting to, to grow as a business, is— are you, are you... I'm a little confused, is that organic or is that grow— are you talking about, you know, just growth, you know, MSA, you know, the whole combined thing vis-à-vis, you know, 2023? I mean, are we talking, you know, organic growth, you know, you know, kind of ex MSA acquisition or normalized for it? Is that what you're— or are you saying just, you're just talking about the, you know, the raw number?

Jag Reddy (President and CEO)

Yeah. So the good, really good question, Ted. We're expecting organic growth in addition to the lapping of MSA first half revenues.

Ted Jackson (Analyst)

Okay. Okay. I just, you know,

Jag Reddy (President and CEO)

Yeah

Ted Jackson (Analyst)

... I didn't want to assume that, but I—I did want to assume that. So, then, just excuse me. A little more color, if you would, on the commercial vehicle market itself. You know, I know, you know, the macro outlook you provided previously was 2023, and now we're looking at 2024, and I understand the dynamics with regards to the pull forward of demand as a result of all the regulatory changes for emissions. You also have seen new product wins within the commercial market itself. Can you provide some, I guess, color with regards to what, you know, where you see that business going for you, you know, as you roll through 2024? I mean, you're saying, you know, you think you can keep it flat.

I mean, so if I was to just take your commercial vehicle revenue for 2023 and as a baseline, a worst-case scenario, given what you know today, you know, you'd see no growth in that. Would that--is that kind of what you're saying with it? And if you were to see growth on top of 2023, is there something that would, you know, happen that would drive that? You know, is there something in the, you know, your backlog or kinda your dialogue with customers and stuff that would make that a growth business for you? I mean, it's your biggest vertical, so a little more maybe discussion around it might be worthwhile.

Jag Reddy (President and CEO)

Yeah, that's a good question as well, Ted. As we said, our ACP said, the commercial vehicle volumes will be down 18.5% in 2024. That's our current expectations. Given our new program wins, including, new tank production volume that's going to come online in, you know, in, in Q1 of next year, and, that's outsourcing when we, we talked about, and then other program wins, we expect to be flat in our commercial vehicle revenues next year. That's our current expectation.

Ted Jackson (Analyst)

... Okay. And then remind me, I mean, I've seen this before, but it's been a long time ago. It's not like this is the first time that we've had this kind of scenario within commercial vehicles where, you know, regulations change and you get a lot of forward buying. It happens every time that this kind of, you know, every time, you know, the regs change. How long does it usually take for the market to kind of go back to normalized? I mean, is it like a phenomenon that then, you know, all else being equal, let's ignore the macro of the economy and whatever, and, you know, that we get through 2024, and then we get back to kind of like a base market growth rate?

You know, how much forward, you know, how much demand gets pulled forward when the government makes those changes typically?

Jag Reddy (President and CEO)

Yeah, I would say that typically it's about a year when the markets sort of go down and then come back back to normal levels. We're expecting, obviously, right, 2024 to be the down year. Even, you know, even looking at, you know, by quarter by quarter, we expect the softness to sort of hit mid-year, and second half to be a little lower than first half of next year. And then 2025, the volumes are expected to come back up to normalized levels. And I don't think we have a number from ACT yet, but our expectation is going to be somewhere north of 300,000 in 2025. Actually, I do have a number from ACT. The numbers in 2025 are expected to be around 316,000 units.

2022 was $316K, 2023 is $336K, and 2024 is $274K, right? So you can see the dip. So there was a pull in in 2023, pull back in 2024, and then back to a normalized level, so $316K in 2025.

Ted Jackson (Analyst)

That is great data. All right. Hey, thanks very much, guys.

Jag Reddy (President and CEO)

Thank you, Ted.

Operator (participant)

Thank you. As a reminder, if you'd like to ask any further questions, please press star and one on your telephone keypad. We now have Tim Moore of EF Hutton.

Tim Moore (Analyst)

Thanks again for the Investor Day. Morning. Morning. Thanks for those Investor Day goals and those credible bridges for your roadmap for EBITDA margin expansion and free cash flow. I just had a hypothetical question to start out here. You know, regarding the auto worker strikes, you know, and if something like this occurs next year for a different end market or even a large customer disruption, then maybe there's a mild recession in the spring or something, how much flexibility do you have to maybe shift some of the capacity or stalled work to other end markets to backfill that in and, you know, cut overtime costs? Because I think you might have said on Investor Day, about 20% overtime mix, but maybe you could flex it to 10.

Jag Reddy (President and CEO)

Yeah, great question, Tim. Yeah, we were averaging approximately 20-ish% of overtime in many of our plans. Our long-term goal, our target, is to be around 15% or so of flex time or overtime, rather. Right? So immediately, we can shut off the overtime. And also we have the flexibility to, you know, freeze hiring. We still have about 100 job openings across the company as we speak today, and we can, you know, quickly freeze some of those hiring plans. But also, we have the flexibility to switch our operations from producing for one end market to another end market.

Given that majority of our plants, in fact, outside of two plants or majority of our plants, 18+ plants, you know, we can make parts for any end market. So that gives us the flexibility to quickly switch our customer focus or end market utilization of those assets. So those are the levers we have, and, you know, no one expects any black swan events or anything like that in the near term, at least we don't know. But if something like that happens, you know, we have the ability to quickly switch gears and shift our focus.

Tim Moore (Analyst)

Great, Jag. That's good contingency planning, and nice to hear a lot of companies actually can't do that, but whereas easily. What about Jag, on, now that you've finished your Kaizens and spent time in all your plans to implement MBX, how would you kind of quantify maybe what inning your value-based and strategic pricing is? Is it mostly implemented for contract pricing, fresh start in January, or do you feel like you won't really fully achieve that maybe till next summer?

Jag Reddy (President and CEO)

So a couple of things. We're just getting started on our MBX implementation, and our Kaizens are ongoing every quarter, every month in every plant, right? So that's a journey. So we're never done with that. So I'm excited. In a few weeks, we'll have our Q4 President's Kaizen. We're gonna do somewhere between four and six Kaizens, you know, across the company, in Q4. So pretty exciting events coming up for us. In terms of pricing, Tim, we implemented through our commercial excellence activities and TPI Kaizens a programmatic approach to value-based pricing. What that means is we have a new framework on how we think about pricing. It's everything, including, you know, cost to serve, right?

You know, customers, payment terms to complexity of their products and manufacturing processes, to now ease of doing business with some of our customers. Some need, you know, heavy handholding. Some, you know, are very easy to do business with, right? So there's a lot of criteria that we have used to develop this matrix, a complex matrix, and a model that we're gonna use to price all future work, right? So that doesn't include all the existing work.

For the existing business that we currently have, we're continuing to do our quarterly account reviews and, you know, looking at, you know, almost SKU by SKU, and then see what our profitability is and what should our profitability be for each of these, you know, accounts and each of these, bodies of work that we, we currently perform, for our customers. That's a long-term process, as you can imagine. So eventually everything will lap over the next couple of years, but all the new business that we're beginning to quote in the second half of this year are based on the new pricing framework going forward.

Tim Moore (Analyst)

Great, Jag, that's helpful to hear the, the rolling basis, plus the, for the existing and the future, being implemented already. You know, at Investor Day, I believe you might have stated that there's about $115 million of new sales opportunities, I guess, signed or won in the last 18 months, maybe averaging about $20 million per quarter. You know, everyone's familiar with your, battery thermal management win, and it sounds like there might be another customer there for Hazel Park. But if you kind of look at your wins in maybe that $20 million a quarter the last few quarters, would you say that a lot of that's in EV related, you know, charging, or is it more also beyond that battery thermal management into wind, solar, you know, energy grid infrastructure?

You know, what other kind of recent conversations have you been having with potential customers for emerging technologies, revenues?

Jag Reddy (President and CEO)

Yeah, it's a good question as well, Tim. We continue to focus on energy transition as a secular theme within the company, and then we're continuing to look for opportunities where we can go win additional business, whether it's in charging infrastructure, whether it's, you know, solar or other renewables. But I can say so far, majority of the wins have been in battery electric vehicle management applications, whether it is through that one customer, you know, we talked about, or through our existing customers in CV and power sports and others, where they're electrifying their platforms. So majority of the wins have been in BEVs, whereas we continue to pursue opportunities in both charging infrastructure and also solar and other renewables.

Tim Moore (Analyst)

Great. So one last question, and this is more so maybe for Todd. So if this year has, you know, $5 million-$7 million maybe of underabsorbed costs, dragging on EBITDA from the Hazel Park ramp up, is it fair to assume that, you know, next year might be only $1 million-$2 million, with none in the second half as you kind of reach that $100 million sales run rate in the fourth quarter, possibly next year, as utilization climbs?

Todd Butz (CFO)

Right. As Jag mentioned earlier, we're not at a point yet to provide specific guidance on 2024, but certainly a lot of the projects that we have won, you know, really don't launch till mid and even in the back half of next year. So there will continue to be a drag in the first half, I would say, but as we really exit the year, we're confident we're gonna exit at that $100 million run rate. And at that point, I wouldn't expect to see any sort of negative impact on that facility. But at this point, again, we're not yet in a position to really give more specific guidance as to the cadence of that, but I think your comments are fair.

You know, generally speaking, I, I do expect it to be better next year from an underabsorbed position, but at what point is still we have to, you know, go through the detail.

Tim Moore (Analyst)

Do you think, Todd, just given maybe the macro slowdown, that you won't move as much stuff over to Hazel Park from some of your other facilities in the first half of the year? Besides the contract wins, but just existing business they might move.

Todd Butz (CFO)

No, I wouldn't characterize it in that frame. A lot of the new business won, again, that was specifically, you know, quoted and estimated to be at Hazel Park, doesn't really launch until mid-year and even to the back half. And some of those volumes really don't hit their maturity until even the, you know, beginning of 2025. The work that we slated internally to move is still on pace, you know, it's moving in the right cadence, and so we wouldn't make any changes on that front.

Tim Moore (Analyst)

Oh, great. That's helpful clarification. Thanks, Todd. Thanks, Jag. That's it for my questions.

Todd Butz (CFO)

Okay. Thanks, Tim.

Operator (participant)

Thank you. We now have Larry De Maria of William Blair. You may proceed.

Larry De Maria (Analyst)

Hey, thanks. Good morning, everybody. Hey, a few questions. First, maybe address this, I don't think so, but the $5 million-$7 million underabsorbed overhead costs, that's up from, I think, $3 million-$5 million previously. What is driving that that delta?

Todd Butz (CFO)

Yeah, it, it did change slightly. Certainly, you know, there's been some timing changes from a customer launch perspective. A few of them we thought were gonna start sooner rather than later. And so some of that's moved a little further into 2024. And I said we have a couple of large ones that are really set to launch in the back half of, of 2024. But even some of the smaller ones, unfortunately, the timing from the customer hasn't aligned, and that's why we've seen a little more drag on the P&L here in, in the coming quarter or two.

Larry De Maria (Analyst)

So does that present any kind of risk next year that we see continued pushouts, especially if the macro is soft? Or, you know, how good do we feel about executing on, A, the run rate, and B, you know, remind us what the full year number should be, that we should be modeling?

Todd Butz (CFO)

... Well, we feel very good, yeah. I mean, I think some of the things are just timing of, you know, some of it's outsourcing, some of it's moving it for other suppliers. It's just the timing of how they're managing their supply chain, that, and it's really been an impetus. And then some design things, certainly, when they move product, you know, they'd like to improve it and make other changes. I think a lot of that's behind us, so I feel confident that the launches now, as we see them, will come to fruition. We have said at the investor day that next year's sales, we think, are between $50 million and $60 million, and, you know, for the full year. And really, that's going to be more for that back half loaded.

Again, we think we're going to, we do believe we're going to exit 2024, when you think of, you know, that, that fourth quarter with a run rate, you know, of, of $100 million annually.

Larry De Maria (Analyst)

Great. So that leads me to this. Yeah, Jag, you talked about, you know, growing in 2024, right? And getting that, you know, the big negative, obviously, is CV down 18%. But you can get that to flat, I believe you said, flat CV revenue with the outsourcing, the new tank production, other wins, et cetera. So you can offset the negative with CV. But then, so are we taking the CV flat from high level? Next year, CV is flat, and then we're layering on the $50 million-$60 million Hazel Park on top of that? Or just help us tie these numbers together so we can. I know you don't have guidance, but there's a lot of numbers and a lot of deltas, and we want to make sure things aren't overlapping.

Jag Reddy (President and CEO)

Yeah. The 50-60 is in that number, Larry. That's not on top. The only thing I would say on top is really the lapping of the first half revenues of MSA.

Larry De Maria (Analyst)

Okay. So CV, and this Hazel Park, the 50-60 Hazel Park that we're using to offset the CV, some portion of that's non-CV also, right? So how much of the 50-60 is offsetting the CV declines, and how much of the 50-60 is non-CV?

Jag Reddy (President and CEO)

We're not providing that level of detail at this point in the cycle, Larry, but we're happy to talk about our 2024 guidance when it's appropriate.

Larry De Maria (Analyst)

Okay. Yeah, it's just obviously, you know, I think we're mixing some apples and oranges, and we're all trying to get to some kind of fair number, but we're committing to growth in 2024, including MSA, including Hazel Park. CV is down 18%, maybe, according to one forecast, but it's offset by Hazel Park and some other things. But either way, we're committing to some growth next year, semi-obviously-

Jag Reddy (President and CEO)

So we also said-

Larry De Maria (Analyst)

Blow up.

Jag Reddy (President and CEO)

Larry, let me clarify.

Larry De Maria (Analyst)

Yep.

Jag Reddy (President and CEO)

We're expecting to grow overall MEC revenues next year outside of MSA addition.

Larry De Maria (Analyst)

Outside of MSA, what?

Jag Reddy (President and CEO)

That's about the level.

Larry De Maria (Analyst)

Okay.

Jag Reddy (President and CEO)

Yeah, outside of MSA lapping, right? That's half year of MSA revenues coming into next year. Now, in addition to that, we expect to grow MSA revenues overall.

Larry De Maria (Analyst)

Okay. Fair enough. And then, well, sorry, one last clarification. The $67 million, $6-$7 million and $1-$2 million EBITDA from the potential UAW issue, is that number specific to the one customer, or that was a gross number prior to all these things, you know, three getting sorted out?

Jag Reddy (President and CEO)

It's specific to one customer.

Larry De Maria (Analyst)

Gotcha. Okay. Thank you very much.

Jag Reddy (President and CEO)

Because, you know, in October, just to clarify, right, in October, we were able to manage most of our, you know, challenges with overall UAW strike. As you know, we have some exposure to auto in MSA, and, you know, rest of it is all with one CV customer. So October, I think we're able to manage quite well. In November and December, it's just specific to one customer in the CV sector.

Larry De Maria (Analyst)

Got it. Thank you. Good luck, guys.

Jag Reddy (President and CEO)

Thank you.

Todd Butz (CFO)

Thank you. As we have no further questions, I'd like to hand it back to Jag Reddy, President and CEO, for any closing remarks. Oh, we do have a-

Jag Reddy (President and CEO)

Okay

Operator (participant)

... further question. We have a follow-up from Ted Jackson. Your line is now open.

Ted Jackson (Analyst)

Hey, I just jumped in at the last minute with a couple of, a couple of nitpicky questions for Todd, because he's my favorite person to pick on. So, one thing just on SG&A, Todd. The quarter, the number was, you know, higher than was in my model. I mean, not a big deal. You've got MSA and, you know, there's clearly a lot of things moving parts inside the business. What would be the on the other SG&A expense line, how should I think about that for the fourth quarter? Just simply, just kind of a reset, if you would, as I kind of think through the model.

I mean, is there some one-time stuff in there that we would see it go down, or is that 86 kind of the new baseline, and we should be building off of that?

Todd Butz (CFO)

Well, keep in mind, the 8.6 includes $1 million of legal fees related to our former fitness customer, and that, you know, continues to evolve. So I expect that to continue into the fourth quarter. And then $500,000 of transaction costs, which I don't expect to continue, right? That's kind of behind us. We incurred those costs in Q3. But I do expect to have ongoing legal fees, unfortunately, in the near term until there's ultimate resolution on our claim. So, you know, we've said 4.5%-5.5% in the near term. You know, next year, as we've talked about, we do have the SOX compliance requirements now that we'll no longer be considered an emerging growth company.

I feel like we're in a great position to do that, but certainly, unfortunately, I'd rather our audit fees and other related things go up. And from there, we'll continue to lever, you know, delever, I would say, as our sales continue to grow. So in the fourth quarter, I would say similar without the transaction cost of $500,000.

Ted Jackson (Analyst)

... Okay. Okay, that's helpful. And then on my second question, on the nitpick for you, is on amortization of intangibles. You know, I mean, well, you have an updated table for amortization in your Q, I assume? Just, you know what I mean, because clearly, you know, with MSA and everything, and now that it's in your balance sheet, you know, that's all gonna change. But in the interim, can you give me some kind of color with what you think amortization of intangibles would be in the fourth quarter, and then maybe in the aggregate for 2024?

Todd Butz (CFO)

We're not at a point really to pull it in. You will see in our Q, which certainly it'll be filed here, in the short term. You'll see the step-up. There's footnotes related directly to the acquisition, and I would just take that number and then continue it, right? And use that by quarter into next year. I don't see... You know, most of those items that we are amortizing are, you know, five to seven, in some cases, a little longer lived. So it will be the same, very consistent for the near future.

Ted Jackson (Analyst)

Okay. You know, will you file your Q at the end of today, or when do you plan to put that in?

Todd Butz (CFO)

The expectation is that we'll file it by the end of the day today.

Ted Jackson (Analyst)

Okay. Hey, thanks very much. Take care.

Todd Butz (CFO)

Yep.

Jag Reddy (President and CEO)

Thank you, Ted. Once again, thank you for joining our call. We appreciate your continued support of MEC, and we look forward to updating you on our progress next quarter. Should you have any questions, please contact Noel Ryan or Stefan Neely at Vallum, our investor relations counsel. This concludes our call today. You may now disconnect.

Operator (participant)

Thank you. I can confirm today's conference call has now concluded. Sorry, you may now disconnect your line.