Greetings. And welcome to the Gentherm 2022 First Quarter Results Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions]. As a reminder, this conference is being recorded. I will now like turn the call over to Yijing Brentano, Senior Vice President of Strategic Corporate Development and Investor Relations. Thank you. You may begin.

Thank you, and good morning, everyone. And thanks for joining us today. Gentherm's earnings and the announcement of agreement to acquire Alfmeier’s Automotive Business were released earlier this morning and a copies of the releases are available at gentherm.com. Additionally, a webcast replay of today's call will be available later today on the Investor Relations section of Gentherm's website. During this call, we may make forward-looking statements within the meaning of Federal Securities laws. Statements reflect our current views with respect to future events and financial performance. And actual results may differ materially. We undertake no obligation to update them, except as required by law. Please see Gentherm's earnings release and its SEC filings, including the latest 10-K and subsequent reports for discussions of our risk factors and other risks and uncertainties underlying such forward-looking statements. During the call, we may discuss non-GAAP financial measures as defined by SEC Regulation G. Reconciliations of these non-GAAP financial measures to the comparable GAAP financial measures are included in our earnings release or investor presentation. On the call with me today are Phil Eyler, President and Chief Executive Officer and Matteo Anversa, Chief Financial Officer. During their comments, Phil and Matteo will be referring to a presentation deck that we have made available on our website at gentherm.com/events. After their prepared remarks, we will be pleased to take your questions. Now, I'd like to turn the call over to Phil.

Thank you, Yijing. Good morning, everyone. And thank you for joining us today. This morning we announced that we have entered into a definitive agreement to acquire Alfmeier’s Automotive Business. We're very excited about this transaction as it will create the largest global supplier of thermal and pneumatic seating comfort for the automotive industry. This transaction will expand Gentherm’s value proposition beyond thermal and comfort, health, wellness and energy efficiency. Before getting into the details of what this acquisition means for Gentherm, let me first provide a little background on the business that we're acquiring on slide 4. Alfmeier, a private company headquartered in Treuchtlingen, Germany, is an innovative market leader of automotive lumbar and massage Comfort Solutions. They're also a leading provider of advanced valve systems technology, integrated electronics and software. Importantly, they are a leader in seat comfort and wellness innovation, with a 50 year old culture of innovation that often puts them one generation ahead of the competition with respect to technology. This has resulted in a strong IT leadership position with more than 200 patents, including significant coverage for advanced Shape Memory Alloy technology or SMA. Alfmeier pioneered the use of SMA valve and pump actuator technology for all automotive seat comfort solutions, which delivers quiet, high speed pneumatic lumbar and massage performance. In addition to their leadership position in seat comfort solutions, Alfmeier is a global leader in high complexity, high reliability valves for automotive fluid systems. Alfmeier’s industry leading capabilities in valve technology has led to the development of the next generation in intelligent pneumatic seat comfort, called Pulse A, the proprietary Pulse A pneumatic system combines massage with high frequency pulsation, which can stimulate muscles and alleviate pain and tension. With approximately 2,200 employees and operations in five countries, Alfmeier’s automotive business that…

Thank you, Phil. Let me turn to slide 9, and focus on the items that most significantly impacted our first quarter results. For the quarter, total revenues decreased by 7% compared to the same period of last year. And if we adjust for the impact of FX, our overall product revenue decreased by 5%. Starting with the automotive segment, automotive revenues were $258 million, corresponding to an 8% decrease compared to the prior year period. Adjusting for foreign currency translation, automotive revenue decreased by 5% in line with the actual light vehicle production in our key markets of North America, Europe, China, Japan and Korea. While comparing Q1 revenue by product line with the results that we achieved the previous year, all product lines were negatively impacted by the supply chain shortages, as well as unfavorable foreign exchange translation. More specifically, BPS revenues grew 5% x FX is a result of higher sales of air cooling BTM to General Motors, higher sales of the cell connecting board solutions on the BMW-EMD increase peak rate of the 48V Mercedes S and C class. Steering Wheel Heaters revenue increased 2% year-over-year x FX due to growth with a large electric vehicle manufacturer. CCS revenues declined 4% x FX due to the negative impact of the semiconductor shortage on production of trucks and SUVs at Ford and GM, and several other models and Hyundai IKEA and Mazda. Cables revenue decreased 5% x FX due to lower volume at [Indiscernible]. Seat heater revenues decreased by 8% x FX due to the semiconductor shortage impact in GM and Lexus production partially offset by growth with a large electric vehicle manufacturer. Electronics revenues decreased 28% compared to the prior period, due to lower production volume at Ford, impacting the deliveries of our membership module as well…

[Operator Instructions] Our first questions come from the line of Luke Junk with Baird.

Good morning. And thank you for taking the questions today. I wanted to start with the acquisition this morning of Alfmeier, specifically, I'm wondering if there's anything you can share and take rates relative to both seat massage and lumbar support as compared to the company's position? And it didn't include seats. Is it right to assume that there's a similar take rate story for Alfmeier there if or Gentherm overall?

Well, that's definitely what we see, we see the demand continues to grow just as we've talked very clearly that consumer demand is growing for comfort features, wellness features in the vehicle. This fits perfectly with that trend. And obviously, we're very much a mission driven company around our desire to improve consumer experience in the vehicle through health, wellness, and comfort and energy efficiency. So we're really excited about how that fits into our direction. In terms of market share, Alfmeier has a very strong position. They're number one in massage systems. And number two in overall lumbar, and keep in mind that includes all forms of lumbar systems, including the mechanical systems, and Alfmeier is 100% focused on the pneumatic side.

Okay, thank you for that, Phil. And then my follow up question with respect to updated guidance. And your indication today that the lowering of the range is still achievable. Just wondering where you stand on things that are within your control, specifically, the cost recovery front? Where do those conversations stand as of early May and in here today, in terms of how much work is still left to do on that front? Thank you.

Yes, we're very active in those discussions. Obviously, it's a multi-pronged approach. We look at different elements of recovery, including, of course, reimbursement, which has kind of around spot buys expedited freight and the like. And we've been pretty successful on that. But if you just look at the quarter, the quarter was -- we got really slammed with one-time costs in the quarter. And reimbursements typically don't happen immediately. So those will be coming. And then there are things that are more longer term like price increases, surcharges, lowering annual price reductions. And, of course, flowing this into new business negotiations and terms and all those are active. We do feel pretty strong about the ability to get some healthy recoveries throughout the year. And Matteo can talk about maybe the value of those recoveries.

Yes, look, so we are back to the prepared remarks. We are working with our customers to recover some of the more stable inflationary cost. And we are right now projecting that the impact on the gross margin to be between 100 and 150 bps, and that will all come in the back end of the year because as you can imagine it takes some time to complete the negotiations, but this is kind of where we are.

Our next question comes from the line of Glenn Chin with Seaport Research Partners.

Great, thank you. Good morning, folks. Just sticking with Alfmeier transactions and congratulations. I don't know if you can share with us the genesis of the transaction? I don't know. Did you have a history of working with them?

Yes, I've, we've actually been very close to this company for four years now. Doing development projects together. And to be honest with you, this has been a discussion that's been ongoing for that entire time and finally culminated in the right opportunity for the two companies to come together. So it's been a long standing process.

Okay, yes. And I'm not as familiar with the space as I am with sort of the market for your products. So who are some of the competitors there, Phil?

Leggett & Platt, we believe is one of the players, Kongsberg is, of course, a large player. There's some other smaller companies out there around the world and Asia especially that compete in this space.

Okay. And I think you mentioned that the margins are healthier or appealing, I don't know if you can talk about whether or not it'll be more, the business will be margin accretive. And perhaps, Matteo, you can talk about the multiple that you paid.

Yes. So, Glenn, let me take that one. So let me start first with the first portion of your question on the margin. So both businesses, the seating comfort and fluid system have margins that are slightly lower, via the Gentherm's margin. However, with the integration of Alfmeier’s automotive into Gentherm, we strongly believe that the profitability will benefit from the scale, the purchasing power in addition to the synergy that we outlined in the press release. So what I would expect is that the ones we will publish the results of the combined company after we close the transaction, I would expect some modest EBITDA margin percentage dilution. However, we would expect also the margins to improve pretty quickly over time as a result of the design synergies, operational synergies and purchasing synergies that we're expecting to achieve with the transaction. As far as your second part of the question on the multiple, so if you go to the last published financials of Alfmeier in 2020 they had an EBITDA of about a little bit north of EUR 20 million. So when you combine that with [Indiscernible] synergies that would imply a multiple of about six times.

Okay, great. Thanks very much for all the detail. And just lastly, and then I'll get back in line just on the white space that you highlighted in a slide on the deck. Is that to say that the OEMs that Alfmeier does not do business with so JR, GM, et cetera. Is that to say they don't expect those types of features is historically or its own, of Alfmeier.

So there's a mix, and Alfmeier has been heavily focused in Europe. As we pointed out, some of their customers include BMW, Daimler, Volkswagen Group is a fast growing customer for them. Ford is their primary customer in North America, a large EV manufacturer also, what we're really excited about is two things. Number one, that our product and their product will come together to increase content in those care customers. Gentherm has a far larger global portfolio of customers. And we're excited about the opportunity to take that solution through our channels and relationships, especially in North America and Asia. And significantly take big growth opportunities there. Every customer is different. They're using different technologies and they're in different phases of implementation of lumbar and massage. But fundamentally we really believe in this combination of thermo physiology based application with physiotherapy, which is what we call this pneumatic solution. And these solutions, we think could be game changers to passenger comfort. You think about heated massage, hot and cold pulsation. And Alfmeier is based on all that we know the industry leader in innovation, and vertically integrated a core competencies around this space that fits perfectly with Gentherm. That's exactly the way Gentherm is positioned in the thermal side. And we both companies attempt to stay one generation ahead when it comes to new technologies. And that's certainly the case with Alfmeier, we pointed out in the prepared remarks, their latest offering, that is, those being developed called Pulse A technology, which is a high frequency pulsating massage that can really create a wellness effect. So we really see this opportunity to combine thermal and pneumatic as a real game changer.

Maybe Glenn, if I may add, the $10 million annual run rate synergies that we outlined are just the cost synergies. But we also believe that back to Phil's point earlier, that we also have significant cross-selling opportunities, particularly with the seating comfort side of Alfmeier with our North American Asian customers, and this is not factored in the synergies that we outlined in the press release.

Our next question is from the line of Matt Koranda with Roth Capital.

Hey, good morning, guys. So maybe just sticking along the lines of the Alfmeier questions and congrats on the acquisition, by the way. Phil, you said you've been speaking with these folks for the better part of the last four years, just wondering, what was the catalyst to finally get something done there. And then you guys did reference sort of cross-sell opportunities. So I'm just curious to kind of think about how quickly you guys could generate some bookings for them through this cross-selling opportunity? Because that'd be relatively near term, maybe just level set expectations on that front?

I'll start with the second question. Yes, we have a clear list of potential opportunities in front of us to capitalize on the cross-selling and while the pneumatic massage and comfort market on its own is going to outpace the automotive space, we see an opportunity to really step beyond that with our synergies. So there's no doubt that we have a clear path to those revenue synergies. But as Matteo said, we didn't build that into the $10 million, that's going to be all upside on top of that. So obviously, until the deal closes, we can't get to work on those, but we're certainly evaluating those and feel good about them. On your first point, it’s, the company is a really outstanding company, privately owned, and I've been close to their owners for that period of time. And just seeing the migration of the industry, and the opportunities and the situation in the market. All those kind of came together at the right point for us. And we put it together and made it happen. So as I said, this has been a bit of a long dialogue back and forth and working together. And we really know that company very, very well. And we're already getting notes from customers that they're excited about this combination.

Excellent. And then just curious if you could maybe touch on the historical growth rates of the category that they plan. And maybe if you could also touch on specifically the company's historical growth rate over the last couple of years. I know that's probably a little bit distorted, just given COVID and some of the production issues in the industry, but maybe looking back a little bit further. And I guess the general rule of thumb I have on Gentherm is you guys typically outgrow sort of automotive production by 10, 15 points plus, in any given year in your core categories. Is there a way to think about the growth rate for Alfmeier and that sort of category growth versus OEM production?

So I would look more forward looking. I mean, obviously, they've been part of the dynamics of the automotive industry, just like we have since the onset of COVID, and also shortages and so forth. But if you look at the next five years, we really believe that the -- that our growth rate once we are combined will be well above IHS growth rate. So I won't get into too much more of the specifics on that, hopefully will in the coming months be able to present a more detailed plan around it. But I would say without a doubt, significantly higher than IHS growth rates.

Okay, great. That's fair. And then just one more on Alfmeier. And I have one other question. And I won't talk all the space here. But Matteo, you mentioned the $10 million in run rate savings. But maybe could you just put a maybe bucket out sort of where you see the bulk of the savings coming from, you reference purchasing synergies, but is there some footprint consolidation? Like what's the timing of the $10 million? And what are the major buckets there?

Sure. So really, the synergies are around, I will say, three main buckets. On the manufacturing side, so footprint rationalization of the company will be one. Materials and sourcing synergies around consolidating the supply base, where applicable, and the third one is on the OpEx side, which is really around removing the overhead of the company. So that's really the three key buckets, I would expect that we should be able to achieve the full run rate in the synergies in about roughly three years. That's how the time will play out. But that's kind of what we are looking at.

Okay, great. And then just last one, if I can sneak one on margins in the core business, so if you could maybe just provide a bit more of a bridge on the gross margin theory or decline in the first quarter? How big was the Mexico ramp up issue? And then as we think about EBITDA margin in the second quarter, I know you guys said, still below the full year target range. But maybe just should we expect a sequential improvement there relative to Q1, just any help on sort of directionality?

Sure, Matt. So let me take this one. Let me start maybe, before I think getting into the details of the year-over-year walk, just as a reminder of the dynamics that are happening, and I'm going to maybe touch upon some of the points that we also made in the last earnings call. So I think if you take a step back, there are a couple of factors that are impacting the industry and us in particular right now. So number one is the supply situation with the semiconductors. The environment, as you may recall, is extremely different today, compared to what it was for the majority of 2021, right. In 2021, for most of the year, we were negatively impacted by the shortages at the OEMs, that they would shut us down, then in starting with the end of the fourth quarter, and then things exacerbate in the first, we also started to incur in our own supply gaps with a couple of our suppliers that forced us to cap the deliveries to our customers, and this micromanaging of the supply comes obviously with significant cost in premium freight and spot by so that's the first dynamic that I think is important to remember. Related to this one, we have the customer recoveries and the customer recoveries, we have been successful -- relatively successful in obtaining recoveries, the recoveries tend to be lumpy. If you recall, in the fourth quarter, we were able to achieve about 60% of the recoveries. And we said that we would expect in this to be lower in the first half and this actually materialized. We recovered about 50% of the non-inflationary cost in the first quarter. So that's the second dynamic that is impacting not only the first quarter, but the first half…

Our next question is come from the line of Ryan Sigdahl with Craig-Hallum.

Good morning, guys. Curious, so you mentioned growth with a large EV manufacturer in the quarter. What product was that related to? And then is that also in relation to the breakthrough EV award you announced last quarter? Are those two different things?

Yes, and we were talking about steering wheel and seat heat.

This quarter, right. So it'd be different than the award you announced last quarter. Can you remind me when that one ramps?

The new award. It'll start in ‘23.

Got you. Then just switching over to climate sense. Good to see another development project. The ones you've announced the last several years. Have you continue to work with those OEMs or have any of those I guess tested and then went dormant so to speak.

None have gone dormant. But they're all in different levels of, I would say, implementation potential. Some are very active, the one that we just announced in Europe is -- has some very specific opportunities. And we're pretty optimistic about moving that one forward. We've got another one that's, I would say, somewhat similar to that. There are some where they've evaluated and said and this is pretty common, right now, we've just got to get this list of EVs out the door. This, we love this, we think it could be very beneficial, but we don't have time to implement it, we've got to figure out how to re architect our solution to make this part of our pipeline that we do see, what I'm kind of optimistic about is there is beginning to crop up this development phase of the next generation of EVs. And that's leading to more of these discussions. So I am optimistic that start to get more momentum there. Our top focus, though, as we've said, is the launch of our first win, production win that's slated for ‘24. We're all hands on deck on that to make sure that our first go to market is a big success. And then, of course, with that customer in active discussions about other applications of the technology in their lineup.

Helpful, one more for me, just on the high voltage cable product mentioned a new award, and some opportunities there. Do you think Therm can grow its cable business over the coming years as new business offsets the legacy ICE business that has some headwinds and challenges against it?

Yes, I do. We're not super aggressive. As I've said before on this, we're very selective about the applications. But we've kind of built a reputation for ourselves in this combined table and cell connecting arena. And they're very complementary. In fact, as I point out before the fact that we had this cable expertise is really what helped us to gain credibility to be awarded cell connecting? And on the cell connecting side within our BPS product line, there is a lot of activity right now in terms of testing with our thin foil solution, and we're really excited about that opportunity. So I guess the net of that is even on the high voltage, especially with high voltage cables, we definitely see some opportunities to grow.

Our next question comes from the line of Glenn Chin with Seaport Research Partners.

Great. Thanks, again, if you can just focus on some of the factors underlying your guidance, so first time IHS. Do you guys feel as if IHS is in the right place or you still feel like you need to haircut them?

I think, Glenn, I think if you go back to that last earnings call, we said we didn't believe really what HIS was projecting. They came down since then. So I think maybe slightly lower than them, but not major. So I think we're fine.

Okay, great. Thanks. And then secondly is still on factors underlying your guidance. So it's predicated upon improving semiconductor supply in the back half. Phil, you and I discussed this last quarter, I think I asked you about your level of confidence that semiconductor supply will actually improve and you distinguish that from whether or not you would actually get as much as you wanted, how was channeling effect that it would improve, would you mind delineating those two again this quarter for us?

Sure. I would say in general, the situation is playing out kind of like we talked about in the last quarter. We certainly expected Q1 to be kind of semiconductor quarter for us, which it was but the good news is we are seeing signs of recovery as we head into it the second quarter, it's still tough. And so far all the promises that we were originally given by some of these challenging semiconductor suppliers are still coming through and they're reaffirming, the increase in supply. So at least at the moment, and again, as Matteo pointed out, there's a fluid space, we are -- the indicators are still good that we'll see that recovery in the second half. And we're hearing similar comments from our largest customers, that they're seeing the recovery on their side across other suppliers start to shape up for the second half. So I would say both of those areas where we're still feeling fairly good.

Okay, would you care to put a number on it, Phil, from say, 1 to 10, 10 being the most confident?

No, not really.

Okay. I just keep in mind what you told me last quarter then. Okay, last question just on Alfmeier, I think you mentioned that their business is directly sourced by OEMs. Is that different? I know some of yours is right perfectly sourced by, well sourcing decision is by your tier ones. Is that not the case with them? Is the dynamic different there?

No, it's very similar to our business. And we've been pretty consistent in our comments there that at least in today's market, the majority of awards and sourcing comes from the OEMs. And that applies to Gentherm. And it also applies to Alfmeier’s business. Of course, there's plenty of sourcing from the tier ones as well. And we're just 100% focused on developing the best-in-class solution, both individually with the two technologies and now going forward, hopefully, with some exciting breakthrough combination, products and systems. And we're here to make sure that in the end, the end consumer experiences the most amazing solution. There are no further questions at this time. I would now like to turn the call back over to Phil Eyler for any closing comments.

Okay, thank you. And thanks everyone for joining our call. Today marks the beginning of a new chapter for Gentherm. The acquisition of Alfmeier’s lumbar and massage business will further expand Gentherm’s value proposition beyond thermal in comfort, health, wellness and energy efficiency, making Gentherm the largest supplier of combined thermal and pneumatic seat comfort solutions in the industry. Combining Alfmeier’s technological advancements in physiotherapy with Gentherm’s expertise in thermo physiology, maximizes our capabilities of providing world class comfort and wellness solutions. I'm extremely excited about uniting the innovative expertise, the talent and the complementary global customer base of our two companies. I have no doubt that this transaction will further improve Gentherm's competitive advantages and position us well to deliver significant long-term shareholder value. We appreciate your interest and support and look forward to keeping you apprised of our progress.

It does conclude today's teleconference. We appreciate your participation. You may disconnect your lines at this time. Enjoy the rest of your day.