Greetings, and welcome to ABC Technologies Q2 fiscal 2022 earnings conference call. At this time, all participants are in listen only mode. A brief question answer session will follow the formal presentation. If anyone should require operator assistance during today's conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. I would now like to turn this conference over to your host, Mr. Nathan Barton, Director, Investor Relations. Thank you, sir. You may begin. Thank you, and thanks to everyone for joining us today for ABC Technologies Q2 fiscal 2022 earnings conference call. With me on the call are Todd Sheppelman, President and Chief Executive Officer of ABC Technologies, and David Smith, Chief Financial Officer of ABC Technologies. This call is being webcast live on ABC Technologies investor relations website, and the webcast and accompanying slides will be available for replay for 12 months following this call. The content of today's call is property of ABC Technologies. It can't be reproduced or transcribed without prior written consent from the company. Before we begin, I would like to remind you that today's call will include forward-looking statements within the meaning of applicable securities law, which are subject to various risks and uncertainties that could cause our actual results to differ materially from these statements. Any such statements should be considered in conjunction with cautionary statements in our earnings release and risk factor discussions in our filings with the Canadian Securities Regulatory Authorities on SEDAR. Please review the disclaimer on slide two of the earnings presentation for additional information. We assume no obligation to update any of these forward-looking statements or information unless required by law. I wanna remind our investors that we are on a fiscal year that began July 1st, 2021. All references to Q2 fiscal 2022 are the fiscal quarter ended December 31st, 2021, and Q2 fiscal 2021 are to our fiscal quarter ended December 31st, 2020. References to fiscal 2022 are to the twelve months ending June 30, 2022, and fiscal 2021 are to the twelve months ending June 30th, 2021. I also wanna note that while ABC shares trade in Canadian dollars, the company reports its financials in U.S. dollars. With that, I'd like to turn the call over to Todd Sheppelman. Thank you, Nathan, and good morning, everybody. Though we are still not out of the woods yet, I'm happy to report that this past quarter ABC and the industry as a whole have begun to see improvements in the semiconductor crisis as all of our OEM customer plants were back up and running, although somewhat reduced shifts. We saw commensurate improvements sequentially in our financial results that we believe will continue to build in coming quarters. While the ongoing slowdowns due to the global chip crisis are continuing to cause challenges in our business and operating results, we are continuing to operate and adjust our labor expenses and implement additional cost control measures while ensuring that we are ready to emerge stronger for the future as production levels begin ramping back up. We're also taking advantage of this volatile environment and have begun executing on our strategic M&A roadmap that we've discussed on our prior calls since becoming public, and we'll talk more about here today. We closed out the calendar year with a North American production market essentially flat versus the COVID impacted 2020. It was a tale of two cities for reasons everyone following the industry knows. We showed in 2020 that despite the extreme challenges of the first half of the calendar year, that we could deliver strong financial results on the turn of a dime when customers are running at a more normal pace. We know we've got the capability, and we look forward to customer production continuing to progressively increase over the coming quarters. As we enter calendar 2022, many production conditions are improving, as we expected on our last call. Some of our customer plants have been shut down for multiple months, are now back online, albeit at reduced shifts, which is a big improvement over the prior quarter. This pickup in activity has shown that our business has a tremendous amount of operating leverage as production returns, which we expect it will for many years at an elevated level. As we've said in prior quarters, we are confident that ABC is positioned to grow at above market rates with production at a more normal level, as evidenced by the continued strong new business wins and our reputation in the OEM community as a go-to lightweighting supplier in the North American market, as well as our recently signed M&A deals. Where we see great complements to ABC's product portfolio and more opportunities for growth. Our focus remains on building our long-term capabilities to grow our business both organically and through acquisitions to better serve our customers and stakeholders globally. Our organization will become stronger as the industry continues to recover, and we continue to be excited to capitalize on the opportunities presented by our current and future environment. Starting on slide four, results came in fairly in line with how we saw the quarter shaping up for us as of our last earnings report, meaning incremental improvements over our fiscal Q1, but results that still reflect ongoing stranded labor and production costs and fall short of where we are confident ABC can operate. On a positive note, the OEM plants producing platforms that were harder hit over the last two or three quarters are now running at least one shift, and ABC did not face some erratic stop-start production environment that we saw in the first quarter. While some level of greater chip availability, we're seeing improved predictability in OEM production schedules and as a result, our own schedules. While we're still seeing inefficiencies in our production, mainly due to labor shortages in the U.S., continued COVID cases, and remaining, though less frequent, customer call-offs, we do see improvements. Based on results thus far in our Q3, we believe we will continue to see the increased production cadence and improved financial results through the rest of fiscal 2022. Though we are often optimistic that the light at the end of the tunnel is beginning to show a little, we are still remaining cautious and continue to expect the remainder of the fiscal year to be challenging. On a very positive note, just after the end of the quarter, we were pleased to announce two acquisition deals that we believe will have an immediate and ongoing positive impact to ABC's operations and financial results. The acquisition of fluid supplier dlh BOWLES and European interiors and exterior supplier Karl Etzel, which we'll talk about in more detail later in the call. These acquisitions are both expected to close at the end of February and will begin to be reflected in our financial results in our fiscal Q3. Concurrent with the acquisition announcements of dlh BOWLES, ABC announced the launch of a rights offering and private placement to fund the acquisition. The private placement closed on January eleventh, and the rights offering is expected to close on February fifteenth. Now let's get into our Q2 highlights shown here on the slide. Results improved significantly quarter-over-quarter, although we've still fallen short of results from the prior year when OEM production levels were closer to normal. We are continuing to derive costs out of our system through continuous improvement actions, labor flexing, and working with customers and suppliers to negotiate cost recoveries to help ABC offset impacts of the chip crisis. We will continue to adjust our cost structure as needed going forward and expect that as revenues increase, these cost actions, combined with our accretive acquisitions that close in the near term, will show that ABC is capable of consistently operating at mid-teens EBITDA margins or better. Our revenue for the second quarter saw a sequential increase of about 25% to approximately $203 million, though this figure was down 22% year-over-year versus Q2 fiscal 2021 revenue of $261 million due to chip-related volume reductions. Additionally, EBITDA was up approximately $23 million versus last quarter to about $11.5 million, representing a 57% profitability flow through on the increased revenue quarter-over-quarter. Adjusted EBITDA was down 73% to $44 million in the same period last year, again, due to lower volumes. Adjusted free cash flow was $5 million, which was an increase of approximately $65 million versus last quarter and represented free cash flow conversion of over 40%. Free cash flow was down $25 million from the same period last year due to the volume-driven declines in operating results and the effects of unwinding of working capital from the ongoing production slowdowns. We are quite proud as a management team of the improved financial results versus last quarter, despite the inefficiencies that exist in the system at the moment due to elevated input costs and lingering COVID and chip impacts. On the next slide, we'll briefly discuss these impacts of the supply chain disruptions on our fiscal Q2 2022 results. We're also looking forward to a time in the next few quarters from now when we'll be able to convert this slide to show year-over-year improvements in revenue and EBITDA and how we achieve them. As you see on slide five, while financial results continue to be impacted by the global chip shortage, this quarter saw a meaningful reduction in those impacts, and we're hopeful that fiscal Q1 did in fact represent a bottom for production in North America. Actual production volumes for calendar Q4 were up slightly versus expectation from IHS October figures, despite still being down in the mid-teens year over year. Also worth noting is that for the first time in many months, IHS has slightly revised upwards their expectation for production volume for the first half of calendar year 2022, which is ABC's second half of fiscal 2022. Though we're acutely aware from the past two years that no production forecast is a certainty, these are welcome green shoots that we anticipate should bear fruit over the coming quarters. The COVID outbreaks and lockdowns that were plaguing Asia in calendar Q3 have begun to improve to restore this key part of the supply chain. As a result, we've seen last-minute chip-related shutdowns at our customers decline significantly, which allows ABC's plants to produce parts, absorb overheads, and better control labor costs, which you've seen shine through this quarter. As discussed last quarter and seen in the EBITDA chart on the lower right of the page, we are still losing some level of productivity because of the chip shortages and COVID-related issues, which means our margins are below historic levels even when adjusting for exogenous factors. We are confident margin improvement will pick back up as the macro environment normalizes. We also continue to feel an impact from elevated resin prices on the 50% portion of our resin without price adjustment mechanisms. Prices for polypropylene are still about 55% above 10-year historic averages, while high-density polyethylene, our other major resin input, is over 20% above the 10-year average. However, here too, we continue to see sequential improvement, with prices declining 10%-15% over the quarter for the two major resin types, and IHS predicts further declines in the coming months. Though it will still take a little time before you'd expect to see the lower resin prices flowing through our financial results, these are welcome improvements nonetheless. As you can see on the right, we estimate that the semiconductor-related loss volumes negatively impacted fiscal Q2 revenue by about $60 million or more than 20%. While still a significant burden on ABC, this is much improved from the almost $120 million revenue impact in Q1. Adjusted EBITDA for the quarter was impacted negatively by approximately $20 million from lower chip-related volumes. We also continue to see impacts of the slow launch of the same vehicle platform we discussed last quarter, which resulted from an unrelated supplier production issue. This issue reduced revenue by about $5 million while reducing EBITDA by about $2 million in the quarter. On resin, where we estimate the financial impact by comparing current prices versus the 10-year historic average on our two highest volume resin types, we estimate ABC's fiscal Q2 was negatively impacted by about $6 million of adjusted EBITDA. Again, not including explicitly and added back to this chart is a level of operational inefficiency resulting from the ongoing slowdowns in production and along with COVID-related inefficiencies that are still affecting our overhead and labor costs as we must staff and retain employees to make sure our plants are appropriately manned and ready for our customers' anticipated schedules. We estimate these inefficiencies impacted profitability and margin by about 200 basis point. Moving to slide six is an update of the macro production and dealer inventory environment. Since last quarter, we've seen IHS stick with their production expectations for the next couple of years, which is a market change from just a few months ago, where each monthly update would reveal hundreds of thousands of units removed or shifted into future quarters in North America. Currently, IHS is projecting a normalized production environment will not return until beginning of calendar 2023. IHS expects a 17% increase in volumes year-over-year for calendar 2022 within North America, which is still about 1 million units below normal operating levels. We are anxiously awaiting production levels to return to above the 4 million per quarter level, and ABC is, of course, welcoming the expected improvement. Industry experts believe that there's been chip-related production losses of over 10 million vehicles globally, with over 4 million of these coming from North America. As of last month, IHS has also now introduced 2029 volume projections that show continued elevated production levels averaging 4.3 million vehicles per quarter. We expect multi-years of strong production just to rebuild historically low dealer inventories. As you can see on the right, total U.S. inventory continues to bounce along near record low levels as each new vehicle that gets produced in the current environment is immediately snapped up off of dealer lots. With only 1 million vehicles on dealer lots in the U.S. at the moment, average inventory of 23 days is about 1/3 the level that dealers have historically kept on hand. Moving to slide seven. As I've mentioned in previous quarters, we are still seeing strong quoting activity from customers and have had another solid quarter of new business wins in fiscal Q2. We received over $350 million in lifetime new business wins, which is ahead of our plan for the quarter, and we are now about 50% ahead of plan at this point in the year with a robust second half of significant quote opportunities in the pipeline. This quarter we had wins from eight OEMs on over 20 distinct platforms in all four of our operating regions and in five of our six product groups. We again had this very strong quarter of EV wins with over $125 million in lifetime revenue. Worth noting in this past quarter, ABC eclipsed $500 million of lifetime EV orders, and we expect to continue to build on this strength for the remainder of the year. On the left, you'll also see examples of launches this quarter. We launched a fluid systems program for the new Rivian Amazon Prime delivery van. While not a large vehicle platform at this moment, we view tie-ins with the important new EV players and tech giants as a way to prove our value in these non-traditional OEM space that will continue to grow in the future as the mobility provider universe broadens. We also had important launches on two of our Asian OEM customers, which continues to demonstrate the importance of this market and our mix shift in diversification that we will continue to see play out over the coming years as our backlog converts to revenue. For Renault, we launched the Duster pickup in Brazil, which shows our ability to service customers in geographic regions outside of North America. We expect to see our geographic launch base broaden over the coming years with our recently announced acquisitions, as well as others that we have in the pipeline. In addition to the launches listed here, we had another 10 or so launches for the quarter in five of our six product categories, covering a wide array of D3 and Asian OEMs. On slide eight, I wanna spend time talking about the two acquisitions that we announced recently just after the conclusion of the last quarter. Both deals are expected to close around the end of February, so we do not have any financial impact on this past quarter, but you'll see them contributing in fiscal Q3 for the one month that they are owned by ABC. First is dlh BOWLES, which is a supplier of fluidics and washer systems primarily to the D3 operating in the U.S. and Mexico. dlhBOWLES provides a number of important operating and sales upgrade opportunities for ABC, which we are quite excited about. With a strong entrepreneurial management team that has implemented significant automation within their existing operations, we believe ABC can accelerate the timeframe and timeline of our automated processes of our own facilities that will lead to cost savings and higher margins via labor efficiencies and lower costs for scrap and quality issues. Like ABC, their business is focused on the truck and SUV market, but with a strong go-to-market strategy for the EV space that we believe could represent upside to an already impressive EV growth profile for ABC. We also see a major opportunity to expand dlhBOWLES' product portfolio into Europe, where they already license IP to other tier ones in the washer system space, but do not currently operate directly. With their product portfolio and ABC's footprint, we believe dlh BOWLES and ABC have a winning formula to gain significant share in the washer systems and fluid delivery space on the continent. From a margin perspective, dlh BOWLES is expected to be accretive to ABC's normal earnings levels. This acquisition will be funded entirely from the previously announced private placement and rights offering. Next is Karl Etzel, a tier one and tier-two supplier of interior and exterior parts based in Mühlacker, Germany, which we see checking a number of important boxes for ABC, including increased scale in Europe and entry to interiors and exterior space on the continent, and customer diversification with Daimler as a large and long-term customer relationship. Under its family ownership,Karl Etzel has built a solid foundation with its customer base that will provide ABC a major cross-sell opportunity while providing Karl Etzel with an established footprint in North America to expand with Daimler and other German luxury OEMs, as well as tier ones with which it currently does business. Karl Etzel has a lean but mighty team of employees that maintain a sizable business with minimal overheads from which ABC can certainly learn and improve as well. We expect to receive regulatory approval for the acquisition in a matter of days and close the transaction at the end of the month. We are very excited to bring both of these businesses and their employees under the ABC umbrella. On slide nine, closing out. We are cautiously optimistic about the second half of the year as we've seen this past quarter play out as expected, with an incremental improvement in customer production and financial results that we believe will continue for the remainder of fiscal 2022. We're still a ways off from normal and achieving the financial results that we know the business is capable of, but we are certainly pleased with how we have achieved these from a cost control and incremental profitability flow through in a still challenging production environment with input cost and labor environment friction as well. We will build on our strength of the last quarter in both total new business wins as well as EV wins, and we expect to see this continue in the second half of the fiscal year. U.S. SAR also looks to have bottomed out in this past quarter around $12million - $13 million, and we saw surprisingly strong result for January at over 15 million, which is a great sign that the pent-up demand is there when production returns. We expect that as more volume is introduced to the market, we'll see U.S. SAR increase to 17 million or more over time, as it has in its strongest period over the past 10 years. Additionally, dealer inventories appear to have stabilized to some degree, at least for the moment, as we are seeing our customers running their plants with improved consistency now and every vehicle produced is immediately purchased. We expect to see inventory continue to bounce around record low levels for several quarters in the future as the dynamic of demand exceeding supply continues. Finally, we are excited to be able to deliver on the two M&A transactions in our pipeline that we just concluded at the end of the second quarter, a testament to the hard work of our team to pursue targets that will strengthen ABC both operationally and financially. While we are pleased to have these two transactions nearly across the finish line, we are not resting on our laurels. We still have a number of deals we are focused on as we look at taking and looking at high-quality assets to meet our stated goals to diversify ABC's customer and geographic footprint, driving profitability and cash flow growth as well. We remain extremely positive on our long-term perspectives for ABC and focused on the future delivery of our promise to return ABC to mid-teens or greater EBITDA margins and profitable growth of our business. With that, I'll turn it over to David. Thanks, Todd. I'll take you through the highlights of the fiscal second quarter, and then we'll move to Q&A after some closing remarks from Todd. The charts on slide 11 show sales, adjusted EBITDA, and free cash flow for our fiscal second quarter, as well as our estimates for the financial impacts of the supply chain disruptions we're all familiar with at this point to help understand how we believe this business would have performed under more normal circumstances. Similar to last quarter, it's important to note the fiscal second quarter is again comping against relatively strong results from our fiscal second quarter 2021 that benefit from the follow-through of the restart of OEM production, which began around May of 2020 and extended through the end of calendar 2020, our fiscal first half, 2021. ABC's revenue for Q2 fiscal 2022 declined a little over 20% from $261.3 million in the prior year to $203.4 million in the current quarter, due almost entirely to semiconductor-related production stoppages as well as interruptions at one of our OEM customers related to issues with another supplier, which had a larger impact in the prior quarter, but was still not entirely resolved in fiscal Q2. Were it not for these factors outside of ABC's control, revenue would've been up year-over-year. Industry production in the quarter was down about 15% year-over-year, but exposure to certain platforms that are running at reduced output levels are still impacting ABC more strongly than the industry as a whole. Some of these platforms represent high CPV exposure for ABC, which has caused the impact of the slowdown to be magnified within our four walls. However, some of these hardest hit platforms are now down in single-digit inventory days, despite being strong sellers for our customers. As a result, we anticipate that the need to build inventories on these particular platforms should help ABC snap back, perhaps even more strongly as OEM production levels rise. Cost of sales decreased on an absolute basis for the quarter, as a percentage of revenue, COGS increased to 92.4% of revenue from 82.1% in Q2 fiscal 2021. Operating leverage was lost as ABC must maintain a certain level of headcount to run machines, even for limited periods, to satisfy OEM demand, and therefore ends up with less fixed cost absorption hurting gross margin as we saw last quarter and we saw again this quarter, though to a lesser degree. SG&A expenses were $29.3 million compared to $28.2 million last year, a slight increase in absolute dollars and a 360 basis point increase as a percentage of revenue to 14.4%. These changes resulted from much higher business transformation costs related to M&A activities in the quarter, offset by lower overall compensation expense. As part of becoming a public company in our fiscal 2021 third quarter, and as expected in the current quarter, we incurred higher costs for insurance and share-based compensation versus the prior year when ABC was still a private company. ABC reported a net loss of $16.4 million in Q2 compared to income of $11.5 million in Q2 of the prior fiscal year. The net loss per share in Q2 fiscal 2022 was $0.31 versus earnings per share of $0.22 in Q2 fiscal 2021. Both figures are on a basic and fully diluted basis. Adjusted EBITDA for Q2 fiscal 2022 declined to $11.5 million - $43.5 million the year prior. The adjusted EBITDA margin for the quarter was 4.9% compared to 14.7% last year. Adjusted free cash flow for the quarter was $5 million versus $30 million in Q2 fiscal 2021. Similar to the prior 3 quarters, results are lower due to the combination of lower revenue attributable to semiconductor shortages, higher input costs primarily due to resin cost increases, and inefficient plant operations due to reduced customer production that is still causing stranded costs in the system despite a better ability to adjust given less volatile environment of the current quarter versus fiscal Q1. Finally, I'll note for modeling purposes that our adjusted EBITDA includes our 50% proportionate share of our JV's EBITDA, and likewise the computation of adjusted EBITDA margin includes 50% of the JV's revenue in the denominator. Because the JV is included in the income statement on the equity method basis, you need to refer to our MD&A to see the JV proportionate sales and adjusted EBITDA detail. Our MD&A is filed on SEDAR and is also available on our investor website. Moving to slide 12, which shows our cash flow for the quarter. Cash from ops saw a significant sequential improvement as EBITDA increased approximately $23 million from the prior quarter, and cash from improvements in net working capital snapped back to some degree, similar to what we saw following the COVID lockdowns in spring 2020. We expect this to continue in future quarters as operating results improve and a normal cadence returns to our working capital flows. We have continued to control our CapEx spending during this time of uncertainty. However, we are continuing to spend as needed for new program launches and necessary maintenance programs. Absent a quicker than expected return to normal production levels, we project that we will end the year below our target capital spending level of 5.5% of revenue. Another sign of improvement toward normality, we received a dividend of $500,000, approximately $500,000 from one of our JVs versus no dividend income in the prior quarter. Finally, due to recent favorable movements in the Canadian and Mexican currencies versus the U.S. dollar, several of our currency hedges were in the money, and we took the opportunity to monetize those hedges and pull forward about $9.5 million of cash. At the time this was done, we immediately entered into new hedge arrangements at current rates to hedge our future cash flows and EBITDA. This was a positive development for our liquidity. We remain proactive in searching out cost saving and cash realization opportunities during this period. On slide 13, you'll see a snapshot of our capital structure and liquidity. Due to the rapid decline in industry production, we maintained a fairly high draw on our revolver with a commensurate increase in leverage, but we expect our leverage multiple to decline significantly in the quarters ahead from both organic improvements in results as well as the closing integration of dlhBOWLES and Karl Etzel acquisitions. As discussed last quarter, we proactively negotiated covenant relief with our lender group that will run through Q2 of fiscal 2023 or December 31st, 2022. While ABC and the industry navigate past the worst of the semiconductor-related slowdowns, we did see liquidity increase slightly quarter-over-quarter to CAD 130 million. Just as we have stated in the past, as we see operating results improve, we will pay down debt to maintain leverage levels below three times. The company continues to be laser focused on reducing leverage levels and increasing liquidity over time. With that, I'll turn it back over to Todd for a few closing remarks. Todd? Thanks, David. While we don't want to get overly optimistic about the future just yet, as there are so many uncertainties in the market, this quarter showed some encouraging signs of relief in the semiconductor supply chain, OEM production stability, and ABC's financial results. We believe our management of the business through this difficult environment and the ability to take advantage of M&A opportunities will pay significant dividends in the future for ABC, its employees and its investors. I'm extremely proud of the work that our entire team has done at ABC to manage through one of the most difficult periods the business has ever faced, after just managing through another difficult period during the depths of the COVID pandemic. With each new monthly revision to IHS projections that show volumes building into the expected upturn, we are hopeful that the fiscal Q1 represented the bottom of the chip crisis, and Q2 is the beginning of the ramp towards a multiyear elevated level of output for the automotive industry that will be highly beneficial to ABC. While the automotive and supplier macro environment is still not quite stable enough to provide financial guidance, if we continue to see continued stability of the market this quarter, we anticipate we can provide more clarity to the business at the end of upcoming fiscal Q3. As we've shown this quarter with our nearly 60% incremental flow through of EBITDA versus last quarter results, ABC's significant positive operating leverage will be an incredible asset as the operating environment continues to improve, and we're excited to be able to show that to the market again. With that, I will conclude our prepared remarks. Thank you everyone for listening and your support of ABC. David and I are now happy to answer questions. We will now begin the question and answer session. To join the question queue, you may press star then one on your telephone keypad. You'll hear a tone acknowledging your request. If you're using a speakerphone, please pick up your handset before pressing any keys. To withdraw your question, please press star then two. We'll pause for a moment as callers join the queue. The first question comes from Nauman Satti from Laurentian Bank. Please go ahead. Hi, good morning, everyone. I clearly see that there is some sequential improvement in this quarter, but I'm just wondering if you can provide some color on the month of January and the early part of February if it's still trending the way it is from the previous quarter because there have been some Omicron absenteeism issues in the industry as well. Then we have this Ambassador Bridge issue right now. Just some color on how January and February is trending. Thanks. Yeah. Thanks, Nauman. Appreciate it. I would just say in general, what we've seen is, as expected, a continuation of the slow and steady growth, quarter-over-quarter and actually month-over-month that we've experienced, from Q1 to Q2, has continued into Q3. There are certainly some macro items out there that you've mentioned that have, I think, some shorter term impacts. The nice thing about, I would say the bridge blockade issue versus the chip shortage is that chip shortage we weren't sure when the parts were gonna actually be available and cars could be built. This is just a situation where it's a delay. The parts are all on trucks. While there is some impact, I think that you'll be able to see that anything from the bridge backups will be able to be remade over time in a relatively short basis, just given the nature of the situation. We just continue to see you know continued positive improvements, and we're happy to see that for sure. Okay, that's great. My second- David, you want to add anything, add to that? No. Yeah. No, I think that covers it, Todd. Great. Okay. Yeah. My second question is more on the two acquisitions that you did, and my question is more specific to the dlh BOWLES one. I see, so it's in your presentation, I think on slide eight, you have it that it's a $120 million revenue business, and you guys paid about $255 million. Probably the EBITDA profile is a bit better or something. I'm just trying to get a better sense of the price that you've paid, how you're comfortable about that. Can you double this revenue or what is it that gives you comfort that, you know, this is the right fit and the price that you paid is fair? Yeah. I guess I would just say that, you know, we've taken a look at the business. It's very attractive. It, as we've mentioned, has accretive margins to the overall ABC profile. It's got great growth opportunity. I think it's definitely not a valuation based on certain times of revenue. While we didn't disclose the EBITDA, I'd just say it's overall, it was an attractive purchase for us from just a multiple standpoint, and we thought it was a great asset for us going forward. Makes a lot of sense within our overall business, our portfolio, and I think is a great puzzle piece within our overall the M&A strategy that we've got going forward. David, I don't know if you wanna add to that either. Todd, I was just gonna say we clearly see growth. We clearly see opportunities to better package our existing product offering with the dlh BOWLES offering. So clearly, we don't look at just what the revenue is this year. We look at what the potentials are. I think as you hinted at, you know, we look at synergies that are both in the form of what we can do to increase EBITDA and things that we can improve some one-time cash and some recurring cash synergies. Yeah, I think we feel quite comfortable about the multiple we paid. You can't necessarily look at it just for today. You have to look at it for what it will do in the future. Okay. That's fair. Thanks for that color. Probably just one last question from my end. I just wanted to get a better sense of how you think about the capital allocation. You have done, like, two acquisitions. You've done an equity raise as well. You're still looking at additional M&A, but you've also paid out a little bit of dividend as well. Just trying to get a sense how you're thinking of capital allocation. I think, Nauman, we continuously look to find what is the right balance. We think that the dividend feature was important. It was something we came out strongly with, as part of the listing, and we thought it was important to maintain that, as a show of strength and a show of confidence to investors. I think we were very thoughtful about the continuing of that. Again, we continue to look at what the options are in terms of financing the expected growth and we'll continue to look at what's available from a mix of leverage and potential equity. Yeah. I would just add on that, Nauman, that you know, in general, you know, when we put out the strategy of what we're gonna be looking at from an M&A perspective, we did have some actions and items in mind and, you know, the market took somewhat of a dip, but we really took advantage of that, the volatility in the market that's going on right now, as we've looked at some of these acquisitions, and I just felt that it was the right time to do it. You know, even though the... You know, you do it at the bottom of a market that might have some impact on how you look at capital allocations. We still felt it was the right thing to do and, you know, go after several assets while the market is down. We're in the middle of our strategy. Thanks for the color. I'll get back in the queue. Appreciate it. The next question comes from Peter Sklar from BMO Capital Markets. Please go ahead. Yeah, good morning. My first question is on resin. In the slide deck, like, you showed the impact, like when you did your bridge, you showed the impact of the unhedged portion of your resin requirements and what the impact was. What about the hedged portion? I know sometimes there's leads and lags until you get adjustment from your OEM customers. Was there any lead, like, kind of lag impact that positively or negatively impacted results? I think that what we did see, Peter, we saw that resin prices started to come down. If you look at what's happening in the spot markets, it's still you know, the trajectory downward is nice, but it isn't firmly in 100% of the downward direction. There is still the impact of the prices we're paying. I would say there is a lag, you know that one of our largest customers really adjusts the index to the extent that things are indexed. They adjust two times a year in January and in July, and then some of the other customers where the adjustments happen are quarterly. We'll begin to see in on a calendar quarter. We'll begin to see some of the positive impact in this quarter from adjustments that occurred when the prices were still elevated. Still the biggest and strongest thing for us is if resin prices continue to trend down. As I say, they have trended down, but there's still some variability in that downward trend. Okay. The next question is on labor costs. Like, what's going on with, in terms of your ability to keep labor in the plants and labor retention and, I forget if you're unionized or non-unionized in your, in your Canadian plants, but, you know, do you expect that you're going to see wage pressure in 2022? I'm sorry, in calendar 2022, and will that be significant versus calendar 2021? Todd, do you wanna take that one or? Sorry, my line got disconnected and I just got back in, so I missed the question. Oh, Todd, it's Peter Sklar here. I can take the question. What I was asking about is wage pressure. I'm not too sure. I don't recall if your Canadian plants are unionized or not, but what's going on in terms of ability to get labor in the plant, retain, you know, cost to retain and recruit labor. Do you expect you're going to have meaningful wage pressure in, you know, calendar 2022 versus calendar 2021? Yeah. Peter, thanks for the question. Appreciate it. You know, definitely, there's pressure across the entire, you know, marketplace out there from a labor standpoint, but I think we've been able to manage it pretty well. Our plants in Canada are not union. We do have one in the joint venture that's union, but from an overall perspective, we're non-union. You know, we are looking at, with the, you know, just macro environment, there's back and forth on, you know, retention and attraction, but I think overall we've done a pretty good job in the market. You know, we typically do economic increases on a yearly basis, and you know, we'll continue to do so to make sure that we're in line with the overall marketplace. I think it's not something that is a significant impact as we face these types of rising pressures on a year-over-year basis all the time. It's just something that we have to, you know, put into our plan as we're looking to improve productivity, you know, how we continue to drive cost reductions out to remain competitive. While it is an input to the situation, it's just another thing that we deal with in the normal course of business. Overall, I think we've done a pretty good job in the Canadian plants. Okay, great. David, just one last- I'm not sure if you mentioned it, but I didn't know. I think we are non-union in Canada, except that one of our JV partners' plants in Canada is unionized. I don't know if that was the answer. Yes. Go ahead. Sorry. Okay. Yeah. David, Peter again, just one last question on the liquidity. Like, you did show the liquidity slide. I can't recall, like you did financings, you know, concurrent with the two acquisitions, and I can't remember, like did those financings just provide liquidity for the acquisitions or you know, was additional liquidity injected into the company above and beyond the requirements needed for those acquisitions? The private placement that has closed is put in, but it is, and the rights offerings both are really designed to fund the acquisition. $130 million is really the base business. We are looking at other options that will enhance liquidity. The $130 is sort of a pure number without the impact of the equity that's coming in that's primarily slated for the acquisitions. Okay. Got it. Thank you. The next question is from Ryan Brinkman with J.P. Morgan. Please go ahead. Hey. Hi. This is Manaswi on behalf of Ryan Brinkman. I wanted to know that how should we be looking at Karl Etzel expected synergies with ABC? How should we be looking at the cadence of synergies and how should we be looking at its margin profile? Given that DLH's valves, you mentioned that you are expecting it to be accretive to margin. Should we be having same kind of expectations from Karl Etzel or is there something different story there? Thanks for taking my questions. Yeah, thanks. No, I think as we look at Karl Etzel, it's also accretive to ABC's normal margin profile. I think they're both very good adds from that perspective and profile. We do think that we've got some great opportunities to be able to grow that business as well. It helps the ABC footprint in Europe, not only from the products that we're already engaged in Europe, but just adds a couple of really key critical products into our portfolio in European market. Also adds significant strength to Daimler and then gives Karl Etzel through our footprint in North America ability to grow with that customer in North America. You know, we think not only are the current margins accretive and a positive story from an overall standpoint to ABC. It really fits the, you know, checking all the boxes that we'd like to see on acquisitions. Both of these are parts of the puzzle that we're putting together. As we've commented, we're certainly not stopping with these two and continue to have significant discussions on other assets out there, and we'll continue to work and pursue those. Got it. Very helpful. Also, another one from me. Like decremental margin was close to top 30% for semiconductor related revenue shortage. Like we had $20 million margin impact on $60 million revenue impact from it. Going forward, how are you looking at it? Additionally, how should we be looking at the incremental margins as the volume environment gets passed from current semi and supply chain issues? Thanks again. Yeah. Yeah. I think within a certain fixed cost range that margin is a pretty good number to use from a profiling standpoint. It's really close, from an overall average standpoint, typically where we're at in the curve right now. I think we're just, you know, very happy with the improvement that we've seen that this past quarter was actually higher than that margin. I just think that once you get right around the, you know, the plus or minus break-even making money area, that the curve might be a little bit different than it is over the long period of time. You know, we certainly think in terms of, as we model our own business, 30% is the correct number there. All right. Thank you. On incremental margin? Yes. For typically for incremental margin, that's what we're looking at. Okay. Very helpful. Thank you. The next question is from Maxim Sytchev from National Bank Financial. Please go ahead. Hi. Good morning, gentlemen. Morning, Maxim. Morning. I just wanted to follow up quickly on the German acquisitions, because, I mean, my understanding is that, you know, German labor is obviously not cheap, and you say that the margin profile of the two acquired assets is higher or accretive relative to ABCT. Do you mind maybe just expanding a little bit in terms of, you know, why that's the case? Is there some sort of specific capability that enables them to charge, you know, higher pricing, maybe, you know, if you can provide any color from that perspective. Thank you. Yeah. I don't think it has anything to do with higher pricing. I think at every OEM around the globe, you're at competitive market prices. I think what we're just looking at is this company, Karl Etzel, has a very solid cost footprint. They know what they're doing. They have a lean overhead structure. They're very entrepreneurial on how they run the business and act and engage the business. I think it's you know, just a cost structure ability and very lean mentality and thought processes that allows them to supply you know, very high quality products to one of the most demanding OEMs in the world, and then you know, still be able to generate some money from that. It's a great business and, you know, we're gonna continue to, you know, they can learn from us, we can learn from them, and we're just looking for good expansion of that opportunity and be a great supplier across the globe. Okay, that's super helpful. Maybe just the second quick follow-up in terms of how should we be thinking about the non-cash working capital gyrations for the remainder of this fiscal year? Obviously, there was, you know, a free up this quarter versus the previous one. Yeah, how should we think about the rest of the year? I'm sorry, Max, could you just clarify? You said the non-cash? Yeah, the non-cash working capital. I think for us, I think that most of what you should expect to see in terms of changes in working capital is gonna be cash driven. I think what we continue to see is things beginning to normalize. You know, I think as the production schedules get more normalized, we're able to reduce inventory. There's several items of tooling inventory that are in the pipeline now that relate to bits like enhancements that are launching or new programs that are launching, and that should get billed and collected. Receivables are beginning to come back up, which is normal and payables. We expect to see it continue to normalize. Right now, I think net working capital is a bit higher. We expect that we'll be able to reduce that and put that into our free cash flow. Okay, that's super helpful. That's it for me. Thank you so much. Once again, if you have a question, please press star then one. The next question comes from Mark Neville with Scotiabank. Please go ahead. Hey, good morning, guys. Hey, Mark. Hey, Todd. Maybe just the first question, just something incremental. You had a big number this quarter, but I guess a lot of that's just, again, the production inefficiencies and the changes in schedules in calendar Q3. You know, as volumes ramp, does it sort of normalize that 30% right away, or is there sort of in the meantime, does it stay a bit elevated in the short term, sir? You know, I think that, you know, just as we look at, you know, the incremental flow-through on the manufacturing operations basis, I think, you know, somewhere in that 30% is probably the right area to look at. Our businesses are around a normal distribution, so a lot of it will depend on mix and specific factory and those types of things. In the aggregate across, you know, typically, you know, is a billion-dollar per year annual revenue provider. I think around a normal distribution, that's a pretty good number to use. You know, we had some, you know, better cost control, some different cost structure things that we were looking at from different other parts of the business that were also non-manufacturing. As we're going through this crisis, we're not just only looking at what we can do in the manufacturing footprint. We gotta look at the entire portfolio of the business. You know, I think some of that flowed through in this quarter as well. Sure. On the M&A, I guess two-part question. Just how impacted were the acquired businesses in terms of revenue, I guess last year? I'm just trying to understand how far below the quoted numbers are from normal, I guess. Also there. Yeah. I think I'll start with the dlhBOWLES business really wasn't impacted very much at all given the profile of the customers that they had. Actually, I think as I recall, they grew year-over-year. That's a very strong continued growing business out there. That's one of the aspects that we like. They didn't really see a dip given their current supplier profile and some of the new businesses that they were launching in the marketplace last year. From Karl Etzel's standpoint in Europe, you know, they were impacted a little bit. I think probably in line with, you know, Daimler as their primary customer. I would just say that there's a few percentage points that they were impacted, but you know, certainly was not significant. Sure. I guess in terms of future M&A, Todd, how much do you guys think you can take on in terms of integration at one time? I mean, you've got these two deals closing. Sounds like there's more sort of that you're working on. I'm just curious from a human capital and just integration and, yeah, how much you think you can actually take on? Yeah, that's a good question. I think we ask ourselves that quite a bit. I think right now these are, you know, relatively smaller bolt-on type acquisitions, so they're not control-alt-delete type things across the entire company. They impact more certain specific areas of the business in certain product groups. I think we do have some more bandwidth to take on some other things. I think what we're trying to do as we look at our playbook for M&A, certainly wanna space out over time, so we do have the ability to adequately integrate them, which, as you say, you can quickly overwhelm an organization if you get, you know, too many going at one time. We're cognizant of that fact. That's part of our strategy and how we're rolling these out and wanna make sure that the pace is acceptable to the management team and the industry or and the rest of the team as we look at the industry. We don't wanna kill ourselves by loading too much up onto the plate. Okay. Mark- The thing I would just add, and I think Todd said it, but I would just add on top of it, these businesses are exceptionally well run in and of themselves, right? There's integration issues, but they run well. They have strong teams that are very competent, well-respected in the industry, and I think that really makes the job of integration a lot less difficult, particularly in these cases. Got it. David, just on, I guess, on the resin, just so I understand, is it a four reset in January? Or you know, you made some comments earlier about getting pricing done in January. I just wanna make sure I understand what you said on the resin front. Sure. I think very consistent with the message we've given ever since really coming out in the public space is roughly 50% of our contracts have hedging mechanisms in them. Mm-hmm. Some of that 50%, there are some where there is no reset at all. What happens is the customer pays us a fixed price for their resin, and we pay the supplier a fixed price for the resin. Any negotiation of what is happening in the market happens between the customer and the supplier. That for us has no impact on ABC. But we do have certain other contracts that are in that 50% that are indexed. So it is not like so much a pricing mechanism, but it is a contractual mechanism that adjusts the price based on set timeframes, based on what happens in the resin indexes. When I talk about, like, a January first pricing reset, it's just the index mechanism works to reset the prices. And then of that 50%, there's some things that really, as we have an annual discussion with the customer about productivity, that we negotiate a conclusion that includes what's happening to some material prices. In some cases, you know, we end up sharing the productivity with the customer. In cases like this year where the resin prices have gone up, it ends up where we actually get money from the customer from changes in prices. We've got all these mechanisms that are going on. I think you may have keyed in on the index reset, and that's just a normal thing that happens on, let's say, semi-annual or quarterly basis. Okay. The businesses that you just bought or you're in the process of buying, do they have hedging mechanisms or contracts in place? They have a similar mix of pricing mechanisms that adjust. Some of them are maybe a little bit more robust than what ABC has, and some in some areas, not quite so much. There’s still a mix that needs to be dealt with in terms of what the hedging mechanisms are. Got it. Thanks, guys. Appreciate it. This concludes the question and answer session. I'd like to turn the conference back over to Todd Sheppelman for any closing remarks. Yeah, great. Appreciate all the wonderful questions that we just got from the team there. Very good insights into the business. You know, appreciate your interest for sure. Just in general, just say that I think we're facing a more stable macro out there than we have in the past, although it's not done. I just wanna caution everybody on that. There's still significant headwinds in this marketplace, but it's improving for sure. I think our quarter-over-quarter performance showed that we have the ability to do that and really flex that operating leverage that we have and get us back from a quarter-over-quarter standpoint, much improved from where we were in the depths of the chip issues. Just still looking at acquisitions of very exciting footprint for us going forward. There is a lot of things that we are looking at. But as we talked about just a second ago with Mark on the question is just making sure that we space it out so that the puzzle pieces fit well, and that we've got the integration and the synergies part of that taken care of. Very proud of the overall continuation of our strong customer wins that we've got, the great relationships that we've got with the customers out there, and our EV footprint that continues to march forward in the marketplace today. The team's dealing with a lot of issues but has come through very well, and we're very happy with that. I appreciate everybody's support for ABC on this call, and we look forward to talking to you again soon. This concludes today's conference call. You may disconnect your lines. Thank you for participating, and have a pleasant day.