ArvinMeritor CEO Discusses F3Q10 Results - Earnings Call Transcript

Aug.25.10 | About: Meritor, Inc. (MTOR)

ArvinMeritor Inc. (ARM) F3Q10 (Qtr End 07/30/2010) Earnings Call August 3, 2010 10:00 AM ET

Executives

Brett Penzkofer - Senior Director, IR

Chip McClure - Chairman, President and CEO

Jay Craig - CFO

Analysts

Brian Johnson - Barclays Capital

Brett Hoselton - KeyBanc Capital Markets

Itay Michaeli - Citi

Patrick Archambault - Goldman Sachs

Himanshu Patel - JPMorgan

David Leiker - Robert W. Baird

Robert Kosowsky - Sidoti

Operator

Good day, ladies and gentlemen, and welcome to the third quarter 2010 ArvinMeritor Incorporated earnings conference call. (Operator Instructions)

I would now like to turn the call over to Mr. Brett Penzkofer, Senior Director, Investor Relations.

Brett Penzkofer

Good morning, everyone, and welcome to the ArvinMeritor third quarter 2010 earnings call. On the call today, we have Chip McClure, our Chairman, CEO and President; and Jay Craig, our CFO. The slides accompanying today's call are available at www.arvinmeritor.com. We'll refer to the slides in our discussion this morning.

The content of this conference call which we are recording is the property of ArvinMeritor Incorporated. It's protected by U.S. and international copyright law and may not be rebroadcast without the express written consent of ArvinMeritor. We consider your continued participation to be your consent to our recording.

Our discussion may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Let me refer you to Slide 2 for a more complete disclosure of the risks that could affect our results. To the extent we refer to any non-GAAP measures in our call, you will find the reconciliation to GAAP in the slides on our website.

Now, I'd like to turn the call over to Chip.

Chip McClure

Thank you, Brett, and good morning everyone. Let's turn to Slide 3. We're excited to announce today that we've reached an agreement to sell our Light Vehicle Body Systems to an affiliate of Inteva Products for approximately $35 million, consisting of $20 million cash and the remaining $15 million in promissory note. We anticipate this transaction to close sometime before the end of the year.

This transaction completes our company's transformation strategy to refocus our organization so we can better concentrate on our strengths and focus on our core competencies in the commercial vehicle industry that will generate future earnings growth for ArvinMeritor.

We're confident in the growth opportunities that the Body Systems business will create and believe that this business will be better served by an organization that's strategically positioned to invest in this development and growth.

By redirecting the ER&D, capital investment and management resources to the businesses we choose to compete in, we believe we will provide better value to our shareholders and successfully work towards a stronger position in the marketplace.

Now let's turn to Slide 4 to review our third quarter year-over-year results. We're pleased with the continued strong earnings performance we reported this quarter. As I'll outline in a moment, we reported higher revenues, significant improvements in EBITDA, demonstrating strong conversion on increased revenue and strong free cash flow for the fifth consecutive quarter.

While our earnings per share was lower due to increased taxes on higher earnings in emerging markets and our industrial business was down as a result of a decrease in the volume of certain defense programs, our strong conversion on growth in other business areas allowed us to continue to stay on track toward our long-term financial target.

As we're outlined in the past, we're focusing on consistency and stability of financial performance, including managing the upturn in North American and Europe.

Our third quarter results benefited from a gradual improvement in demand for commercial vehicles in both North America and Europe as well as the ongoing strength in Brazil, India and China. Sales of $1.3 billion this quarter were up $333 million or 35% from the same period last year.

We're especially proud of the significant year-over-year EBITDA improvements we've been able to achieve as we continue to fully realize the benefit of rebounding revenue. We reported $76 million in EBITDA in the third quarter, which is nearly triple of what we earned in the same period last year.

We also saw improvements in our year-over-year adjusted income from continuing operations, which was $2 million, up $26 million from last year. This amount would have been $17 million higher if we were able to recognize our tax benefits in the United States and the Western Europe.

We earned $0.02 per share from continuing operations in the third quarter, which was significantly better than last year when we reported a loss of $0.47. This number also would have been significantly higher if not for the tax items previously mentioned.

I'm extremely pleased to report that we generated $33 million in free cash flow this quarter, representing our fifth consecutive quarter of positive performance. I believe the consistency in our steady and stable cash flow conversion is a testament to how tightly we're managing the business.

This improves our ability to make investments in our business such as our recently announced $22 million commitment to expand our research and development capabilities at our Troy, Michigan, technical center.

Similar to our year-over-year results, we also experienced sequential improvements this quarter across our key financial performance metrics, and Jay will provide more detail on this later in the call.

Let's now turn to Slide 5 to review the volumes forecasted in global truck production. Our expectations for commercial truck market remain in line with the industry experts and reflect a steady, positive trend. As you can see from this chart, North American Class 8 volumes are expected to steadily increase for the remainder of the year and longer term we're anticipating a significant increase in demand starting in 2011.

The improvements we're seeing in freight tonnage, truck utilization, truckload rates and used truck pricing indicate that the recovery in the North American commercial vehicle market is underway. We believe the economic recovery and the need to begin replacing ageing fleet will continue to drive this upward trend.

Many of our OE customers are anticipating a strong fourth and therefore asking us to prepare to ramp up production in the second half of the calendar year.

We started to ship our all new 14X Axle this quarter to our major North American customers, and we're pleased to see excellent demand for this product. At the end of June, Hurricane Alex caused significant damage to the transportation infrastructure in Mexico, which impacted the region around our facility in Monterrey.

We were fortunate that although this caused some supply chain disruptions at certain other supplier companies in the region, we did not experience material shortages at ArvinMeritor. We're proud of our team for reacting quickly and ensuring that our customers were taken care of during this natural disaster. And as a result, we did not expect any material financial impact from this event.

In Europe, we continue to see a steady growth trend. Despite the economic concerns related to the sovereign debt crisis, European truck demand is beginning to show evidence of a recovery. Truck production showed positive momentum in June, with month-over-month increases in most of our European markets.

In addition, year-over-year truck registrations turned positive for the first time since July of 2008. In line with the North American market, we expect to see more than 20% growth rate in Europe for 2011 and 2012.

The Brazilian truck market continues to show significant strength as well. Truck volumes for 2010 are expected to surpass the 2008 record. As a result of these high volumes, we experienced an all-time production record in May at our Osasco plant.

We believe production volumes will continue to be strong in this region, as the Brazilian government extends its tax incentive programs through the remainder of the year.

Now let's turn to Slide 6. Recovery in the North American and European commercial truck markets has resulted in continuous growth in both the Aftermarket and Trailer businesses. In addition, the increasing age of the fleets in North America and cannibalization that occurred during downturn are expected to drive continued demand for replacement parts as truck utilization increases.

As sustainability becomes more important across our global markets, our remanufacturing business will continue to grow as we increase our market presence in Europe, and launch our truck technique line of products in South America.

Let's turn to Slide 7. Recent investments we made in our off-highway business in China are already helping us address increased demand and improve and localize our manufacturing and product capabilities. Although many economists are forecasting GDP growth in China to cool slightly from double digit growth levels to high single digit, we expect off-highway production to continue to be strong due to the government's infrastructure spending on high speed rails, new highway systems, and the continued modernization of China's infrastructure.

We've also been experiencing solid truck production in India as the government continues to invest in this infrastructure, including roads and energy. As you can see from the chart on this slide, truck production in India is forecasted to be at record levels through 2012.

Now let's turn to Slide 8. Regarding our defense business, as I mentioned last quarter, we're expecting FMTV volumes to drop in the near term as production shifts to a new prime contractor and as volumes decrease to more normalized levels over the long term. We are however diligently working on obtaining a number of additional military programs that we believe will help offset some of the lower FMTV volumes.

Many of these programs relate to our new advanced product line up of independent suspensions. We expect to be able to announce a major award in the near future. Longer term, we're very well positioned on the Joint Light Tactical Vehicle, or JLTV program which is scheduled to begin replacing the HMMWV fleet in the 2013 or 2014 timeframe.

Now I'd like to turn the call over to Jay.

Jay Craig

Thanks, Chip. Slide 9 compares our fiscal third quarter results to the outlook we provided last quarter. We exceeded our expectations for both sales and adjusted EBITDA, as we experienced growth in the North American and European truck markets as well as continued strength in the emerging markets.

Our adjusted income from continuing operations was $2 million compared to the $15 million we reported last quarter. If you recall, there were $12 million of favorable discrete tax items in our second quarter results, which we did not expect to recur in the third quarter.

In addition, strong performance in the emerging markets resulted in changes in the mix of income, which increased income tax expense. However, we continue to realize the expected operating leverage on increasing revenue.

Free cash flow before factoring and restructuring exceeded our expectations. Headwinds related to the additional working capital needs associated with our increasing revenues did not prevent us from generating positive cash flow due to our continuing focus on working capital management.

In addition, free cash flow of $33 million also exceeded our expectations for the third quarter, as rising revenues in Europe requiring working capital investment were offset by increased usage in sale or receivable programs.

Turning to the income statement on Slide 10, we earned $0.02 per share of adjusted income from continuing operations in the third quarter as compared to a $0.33 loss in the same period last year. This EPS calculation was based on 96.4 million diluted average common shares outstanding in the third quarter, reflecting the full quarter impact of the additional shares from our equity offering completed in March.

Third quarter sales were up $333 million or 35% year-over-year with virtually no net impact from currency movements in the quarter. As the truck markets in North America, Europe, India and Brazil showed significant improvement. Strength in our China off-highway aftermarket and trailer and light vehicle businesses also contributed to the year-over-year increase. This was partially offset by declining military volumes.

Compared to last year, SG&A increased from 7.1% of sales to 7.4% in the third quarter. This is a result of increased costs associated with the restoration of compensation plans. Due to changes in remediation costs estimates at certain sites, we recorded a $6 million environmental charge in the third quarter, reflected in our other operating expense slide. This charge is expected to be one time in nature. Earnings in our minority owned affiliated doubled year-over-year to $14 million with noteworthy contributions from our joint ventures in Brazil and India, as well as our Meritor WABCO in North America, as each capitalized on the return of the truck and trailer markets in their respective regions.

Interest expense of $27 million on a GAAP basis was slightly higher than the same quarter last year, primarily due to additional interest costs associated with our recently issued debentures. Our effective tax rate continues to significantly exceed normal statutory rates. As you can see on the first line of Slide 11, we remained a tax payer in many emerging markets which are experiencing profitable growth such as Brazil where we are not subject to evaluation allowance.

However, we are currently unable to realize any tax benefit on losses in the United States and Western Europe, where we are subject to evaluation allowances. As Chip mentioned earlier, our net earnings would have been $17 million higher the third quarter if we had been able to recognize tax benefits on those losses in those jurisdictions. However, when our markets re-bounced to more normalized volume levels in the U.S. and Western Europe, we would not expect to pay taxes in those jurisdictions for the foreseeable future.

Slide 12, shows segment and adjusted EBITDA for our core business segments, as well as for the light vehicle segment. In the third fiscal quarter, we achieved a total adjusted EBIT dollar margin of 6%, doubling last year's performance as EBITDA increased 171% to $76 million on a 35% increase on sales.

The commercial segment recorded a significant improvement in EBITDA margin this quarter as we leveraged costs savings implemented last year to convert to higher volumes in Europe and the Americas. EBITDA margins in the Industrial segment declined 43% compared to the same quarter last year. Although we experienced higher sales in Asia-Pacific this quarter, those gains were more than offset by the decline in MRAP volumes year-over-year.

Aftermarket and Trailer EBITDA margins remained flat year-over-year, as higher core product revenues in Europe and North America were also offset by lower MRAP service part sales as compared to 2009. Increased costs associated with variable compensation plans, which are fully allocated also negatively impacted year-over-year segment margin comparison.

Light vehicle consistence consisting primarily of body systems delivered $15 million of EBITDA in the third quarter, up $21 million from the same quarter in 2009. Structural cost savings provided for continued conversion on higher volumes in Europe, the Americas and Asia-Pacific for our body systems group. Slide 13 displays the sequential EBITDA margin block for the second fiscal quarter. We continued to expand margins from 5.3% last quarter to 6%.

In the third quarter margins significantly benefited from a 35% quarter-over-quarter increase in South American truck sales as well as a 13% increase in medium and heavy duty truck sales in Western Europe. In addition, EBITDA margins were driven higher by sales increases of approximately 6% to North America. Within the Industrial segment, we experienced deterioration in product mix resulting in a margin decrease of 50 basis points.

During the third quarter, we recorded higher material costs, most notably steel which negatively impacted margins. We expect to recover the majority of these increases both in the next couple of quarters through our normal customer contractual mechanisms. As previously mentioned, changes in environmental costs estimates impacted our margins by 0.5% this quarter.

Moving down to Light Vehicle Systems, improved operating performance resulted in a 50 basis point margin improvement. Let's turn to our third quarter conversion chart on Slide 14. We continued to scorecard our performance towards our goal of converting at a rate of 20% to 25% on incremental revenue until we achieve our long-term EBITDA margin target of 10%. We are pleased that we converted to the middle of range at 22%, excluding temporary cost reduction add-backs associated with variable compensation plans.

We exceeded our expectations this quarter. However, we expect to perform on the lower end of the range in the fourth quarter as we have begun to experience reductions at the FMTV military sales, Chip described earlier. As we begin to see a recovery of the global commercial vehicle market, maintain structural cost reductions, and continue to execute our growth initiatives, we remain on track toward our 10% EBITDA margin target.

Slide 15, shows free cash flow for the third quarter compared to the previous year. We achieved positive free cash flow of $33 million for the quarter, by containing the working capital build required for increased volumes. Our free cash flow in the third quarter was lower than last year due to the significant benefit we received from the unwind of working capital in the same period last year.

Turing to Slide 16, we are proud to report the fifth consecutive quarter of positive free cash flow. For fiscal 2010 to-date, we have delivered a total of $80 million of free cash flow, as our core-end markets recover and we maintain our focus on converting earnings to cash.

Turning to Slide 17, we continue to improve liquidity and reduce debt as earnings and cash flows improve. At the end of the third quarter, liquidity increased to $888 million, due to positive cash flow generation. In addition, long-term debt decreased as we opportunistically repurchased $18 million of our unsecured debt in the open market during the third quarter.

On Slide 18, you will see our updated 2010 planning assumptions, which contain anticipated results from our LVS operations, including Body Systems. Body Systems is expected to be reported in discontinued operations in the fourth quarter, depending upon the pending sale. Expected capital expenditures have decreased to a range of $75 million to $85 million, which includes approximately $30 million for light vehicle systems.

For interest expense we have tightened the range to $100 million to $110 million. The income tax expense assumption has been increased and tightened to a range of $65 million to $75 million as we continue to see market strength in Brazil and China, where we remain a tax payer. And similarly, our expectations for cash income taxes has been increased and tightened to a range of $45 million to $55 million.

Turing to our outlook on Slide 19, which also contains anticipated results from our LVS operations. We expect sales, adjusted EBITDA and adjusted income from continuing operations to be slightly lower in the fourth quarter, relative to the third quarter, as we experienced seasonal volume declines in Europe and China.

Free cash flows, both including and excluding factoring and restructuring, are expected to be slightly negative, as we will incur approximately $38 million of semi-annual bond interest payments in the fourth quarter.

I'll now turn the call back over to Chip.

Chip McClure

Thanks Jay. Before we open the call to your questions, I'd like to reiterate that we achieved solid results for the third quarter of 2010. The actions we took in 2009 to manage through the downturn have made us a stronger company today, and we are well positioned to capitalize the upturn we're experiencing in the Americas and Europe.

We've also continued to make significant improvements to our business, both financially and operationally throughout 2010. We reduced our debt balance and enhanced our liquidity position. We expect to utilize this cash to invest back in R&D, which will support our effort to continue to develop advanced products that enhance our customer's vehicles in the areas of safety, efficiency and reliability.

Our goal is to solidify ArvinMeritor's position as a leader in providing advanced drive-train, mobility, breaking and aftermarket solutions for the global commercial vehicle and industrial markets. While we continue to face ongoing macroeconomic and industry challenges, we're focused on our strategic priorities and operational initiatives, which are beginning to payoff.

We're achieving significant EBITDA margin expansion supported by our ability to convert on sales, and we continue to maintain our momentum in generating cash.

Thank you. Now, let's open it up to questions.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from the line of Brian Johnson with Barclays Capital.

Brian Johnson - Barclays Capital

Could you maybe help us dimension the impact in terms of EBITDA, the ramp down of the MRAP business?

Jay Craig

We do not disclose the separate profitability of our military business, it's contained in the Industrial segment. But certainly you can see from the margin decline this quarter that that business tends to be at higher margins than the other business contained in that segment. And again, our expectation is that trend will continue through the fourth quarter and possibly into next year.

The one caveat I would say is that business tends to be very lumpy. We do have some potential awards out there in the future that hopefully may offset that if we're successful in winning those awards.

Chip McClure

There is really kind of three parts. Obviously the MRAP has wound down. There is that base business of the FMTV, which we've said is kind of going through a bit of a transition right now. We have indicated that there is some other programs that we're targeting that we anticipate being able to announce in the not too distant future, that kind of fill some of that gap; and then longer term when you look at it, the JLTV, which comes online on the 2012 or 2013, 2014 timeframe.

Brian Johnson - Barclays Capital

Can we look at that industrial mix 50 basis point impact, I assume that most of that is the impact of the various military program timings?

Jay Craig

I think more or less you can. I mean there is another impact which is, our business in Asia-Pacific is growing, and I think as you know, Brian, a large portion of that business is through a couple of JVs in India and China. We do report in our results 100% of the revenue from those joint ventures, and only our proportional share of EBITDA.

So as those ventures grow, it does tend to mathematically compress our margins. So that impact is a factor in some of the decline in margins in the Industrial segment.

Brian Johnson - Barclays Capital

And other things in the margin walk, you implied the material economics could reverse later in the year?

Jay Craig

It should. I think as we said earlier, roughly about 85% of our customer contracts include automatic cost pass through mechanisms. They tend to have lags of three to six, and at the long-end, nine months. So we'll see the claw back of that in future quarters automatically flow through those mechanisms.

Brian Johnson - Barclays Capital

And the environmental liabilities, is that just a one time one quarter?

Jay Craig

It's just one time in nature. We had a couple of sites where we've had some updated information and felt it was prudent to put some funds away and make sure we get those sites cleaned up as appropriate.

Operator

Your next question comes from the line of Brett Hoselton with KeyBanc Capital Markets.

Brett Hoselton - KeyBanc Capital Markets

Starting off with the LVS business, divestiture, timing roughly, I know you said end of 2010. It sounds like you are still confident there. Is this a one or two month event or is this something that could actually drag out into your first quarter?

Chip McClure

Some of this is tied to the regulatory filings, in addition 14 different countries. So we're somewhat tied to that. And I think it'll probably bridge over that time frame. And so obviously, it is very much tied to regulatory bonds at this point. So do anticipate that will be a couple of months, but we still feel comfortable we'll get it done by the end of the calendar year.

Brett Hoselton - KeyBanc Capital Markets

Jay, I think we've talked a little bit about some of the liabilities in that business. Can you kind of dimension or give us a sense of what is going on with the liabilities? I guess the pension liabilities are the biggest sling factor here. Are you retaining those? Are they going with the sale?

Jay Craig

I think we'll be providing some updates on that over the next coming weeks. As you probably appreciate from the timing of the announcements this morning, this deal has literally just a sign. So rather than go through on this call and give out data that maybe erroneous, I would like to take the time with the team over the next few weeks. An update not only that information, but some of our planning assumptions that we share today will be providing updated ones, probably a couple of weeks out reflecting LVS being in a just continued operation, rather than give out the erroneous data, I would like to wait a couple of weeks on that.

Brett Hoselton - KeyBanc Capital Markets

And then what is left over after the body business goes, and what are your plans for the remaining portion of that?

Jay Craig

There is a couple of minor businesses. One of them is a plan specifically dedicated to a U.S. OE and then a facility over in Europe, in our light vehicle aftermarket. We anticipate that both those operations will also be classified in discontinued operations at the end of our fourth quarter, because we are very close on some transactions on those two remedies as well, although they are very de minimis in total. So basically the announcements today as indicated by Chip, really ramp up the transformation of the company to exclusively a commercial vehicles supplier.

Brett Hoselton - KeyBanc Capital Markets

And then, your taxes, and I am thinking longer term here. As we think about your longer term tax rate, and I am trying to think of how to dimension this. But in the past you've provided a slide, you titled "Path to longer term EBIDTA targets." You talk about a potential EBIDTA margin in that 10% range, maybe EBIDTA in the $500 million range or something along those lines. Obviously, substantial improvement in profitability.

If you were to look at those kinds of numbers, what would be an effective tax rate with those kinds of numbers given your exposures geographically? Do you have any sort of a range or sense?

Jay Craig

I'm going to give you a couple of pieces of information. One, in our December analyst day, I planned on walking through this tax situation in quite a bit of detail and sharing a lot of information on how we plan to utilize those benefits. We're undergoing some very detailed tax analysis to make certain that we can share that data.

But secondly, directly to your question, directionally the tax rate should be lower than the statutory rate, because we'll be utilizing the NOLs both from a book and tax perspective in the U.S. and most likely in some places in Western Europe. So I think directionally, it should be lower than the statutory rate.

As far as honing in on what the specific number would be from the achieved level of profitability, I think it's just too difficult to call at this point.

Operator

Your next question comes from the line of Itay Michaeli with Citi.

Itay Michaeli - Citi

I wanted to ask a question on the 10% long-term EBIDTA margin range. If you think about on one hand the lumpiness in defense and then on the other hand the volume targets you show I think in Slides 5 through 7, if we put those together, when do you think is a good timeframe to think about for reaching 10%? Is it somewhere between '11 and '12, or does it have to be after 2012 just in terms of what you are seeing in terms of the defense business and how that is offsetting some of the volume recovery?

Jay Craig

Well, I think there is a couple of points that we made previously and I think still feel comfortable with. One, we show that conversion chart every quarter, and we definitely have to be at or near to that 20% to 25% conversion to get there.

I think there is a bit of cushion in that conversion. So there may be a couple of quarters. We may fall slightly short and still can hit that number. So that's the key to us. As we look at it internally, we spend as much time or more discussing that conversion internally as you would expect than we do here on the call.

And then the second point I would make is what we said earlier is we expect to achieve those margin levels when customer and markets unbalanced globally return to normalized levels. And as we've looked at the normalized charts globally, they tend to look normal sometime in the '12 timeframe today. Now, that could change if those markets change in the future. But to us, that in total on a composite basis looks like relatively normal markets.

Itay Michaeli - Citi

Two quick follow-ups. One, can you help us just refresh on what the CapEx would be after the sale of Body Systems? And then two, the $6 million environmental charge, was that paid out or is that going to be paid out? Is that part of the free cash flow in Q3 or is that part of the Q4 guidance?

Jay Craig

The environmental is probably farther out in Q4. As you would expect, these come from doing additional analyses, which I am afraid technically is phase one. So you want to spend your time to make sure you do the right clean-up for both the property and the community at the time. So it takes a bit of time to get that done.

As far as your question on CapEx, about $30 million is attributable to our light vehicle business. We are at the low end of our historical CapEx spent in total for the business this year, and we expect for the core business that that will be returning closer to what our depreciation expense is, which is around the mid-$70 million range on average. So it could be at that level or slightly higher in next year or future years as we do some additional investments, particularly in emerging markets. And some of this are high rate expansion return.

Operator

Your next question comes from the line of Patrick Archambault with Goldman Sachs.

Patrick Archambault - Goldman Sachs

I know you're going to give more detail on it as you go forward, but like on slide 12, looking at the EBIDTA from LVS, you had done enough restructuring in that business to have it in a positive EBIDTA territory, $15 million for the quarter. As we think broadly next year, that's going to be deconsolidated. So that will disappear.

Will some of that unallocated corporate cost disappear or will there be other profitability offsets that will go away with that business you want, certain support functions and that sort of thing?

Chip McClure

Patrick, that's a very good question. Actually we have had this experience with the divestitures a couple of times. And so what we've learned from that in the past when we shut down the LVS divisional headquarters a little over a year ago now, we made certain that we did not add corporate cost back into the core business.

So there is no corporate cost in the core business that is currently being allocated to the LVS business, including body. So when that business is gone, there is no overhead. We did not want to kind of fool ourselves into some margins that may be higher as we shrunk the business. So there is no corporate cost allocated to it.

Patrick Archambault - Goldman Sachs

Okay. So like pro forma, you just take the 15 out and you are kind of sort of where you would be. On your free cash flow guidance for next quarter, I guess that on first pass just seem a bit conservative. You guys have typically, I think, if I am not mistaken had a reasonably decent fiscal fourth quarter in terms of cash flow.

I understand that with some of the capital structure changes you've done, maybe the timing of coupons is different, and it sounded like you called that out. Is that the only other thing at play, or are there a couple of other items to think about there?

Jay Craig

Essentially it really brings to light probably one of the biggest transformations for us from a financial standpoint, which is now the consistency of our working capital usage.

Our DSOs and DPOs did not vary by more than a day this quarter, and we increased our inventory turns almost about a half turn. We expect that consistency to be retained through end of the fiscal year, through the end of September. In the past, we had enormous volatility in that, and it was really due to some mechanical operation of how we paid our bills which was done locally at the plant level.

And we believe as they got busy at year end, they would drag out those payments. And sometimes the working capital statistics would be very volatile. So I think it's really more a testament just to how consistent the working capital metrics have become.

Patrick Archambault - Goldman Sachs

And just last one, on the tax rate, I understand that as you guys become profit-making in those jurisdictions, you'll have NOLs that you can leverage. I guess my question is, in practice, how does that work? Do you have to first take down your allowances and write up your net tax assets before we start getting into that kind of a tax benefit or below statutory tax rate? Or is that something that could just like organically happen over the next couple of quarters as we just see the profit in your North America region go up?

Jay Craig

It will be the latter. In terms of our ability to reestablish those tax assets, it will take a period of time of utilizing them under the accounting standards before we are enabled to put them back on our balance sheet. It will take roughly about three years of utilization under the accounting rules before we are allowed to put those back on our balance sheet. So they'll just be almost recognized as you go, in terms of accounting and in terms of cash flow.

Patrick Archambault - Goldman Sachs

But in sounds like, unless I'm misunderstanding this, you'll still be able to get a tax shield on the way up that will be reflected in your result. That's just I guess before you have kind of the ability to sort of accrue steadily up 35%, that might take three years.

Jay Craig

That will take a few years. Your statement's exactly correct.

Operator

Your next question comes from the line of Himanshu Patel with JPMorgan.

Himanshu Patel - JPMorgan

Just going back to the 10% long term EBIDTA margin number, you guys originally provided that number arguably when the economy was a bit shakier. Arvin had only seen a few quarters of cash flow consistency then. I am just wondering, how are you feeling about that figure right now? Is it looking more conservative now, or is that still in your view a sort of a fair assessment of margins for Arvin?

Jay Craig

I think we are pleased that we are coming up on a full year of converting towards that target. So I think that gives us confidence. As far as ability to raise that I think we'd all say, let's get there first. I know Himanshu, you've been following us for quite bit of time in this. It's been a long time since Arvin's been there.

So we have our team internally focused on, let's get there and then let's look for the best companies in our industry and set that as our next target. But on the flip side, as you appreciate, we're still confident we'll get there, but you get more and more pressures to bring cost back into the business that we as a management team have to make certain that we keep constrained so we can hit that target.

Himanshu Patel - JPMorgan

And then just also on that margin number, how do you view that number? You mentioned vaguely that that could be kind of 2012 number if volumes normalize then. Should we view that as the case, or is it possible that that could be kind of a through the cycle average margin as well for Arvin where maybe there's periods you overshoot and periods where you're below?

Jay Craig

I think as I said earlier let's see us first get there. But we did state that we view long term that this is a through the cycle average margin we'd like to be. So in peak volume periods, we could be higher than that; and then in troughs, lower than that. But firstly, we'd like to see us get there. And we think there's enormous value for our shareholders, when we do.

Himanshu Patel - JPMorgan

What was the pension and OPEB will that change with the Body System sale?

Jay Craig

It's a question that was asked earlier, specific to the pension liability. And I'd like to just hold off a couple of weeks and update all of that information, in a couple of weeks we'll put out some data, also including our outlook for the fourth quarter and our internal planning assumptions for the fourth quarter. Just so the field was virtually just completed early this morning. I just want to make sure we take the convenience of time to make sure we get all the numbers right.

Himanshu Patel - JPMorgan

And the $35 million consideration is that kind of a net-net number, or will there be some true-ups in the end on working capital or whatever?

Jay Craig

It's the latter, in all deals there was some true-ups for the working capital and the balance sheet.

Operator

Your next question comes from the line of David Leiker with Robert W. Baird.

David Leiker - Robert W. Baird

Starting off here, if you can help explain, a little confusion for me because it looks like you guys had a really good quarter relative to what everybody was looking for and your stocks are down. Do you have any thoughts is there anything I am missing there?

Chip McClure

From our end I don't think there is, obviously we kind of put out there was the EBITDA targets and the conversion for the answer on those side, we'd say no, I don't see that. And obviously the latest breaking news on the LVS side, which as Jay said has just come out, is kind of very much in line to what we said, to get kind of get that done from a ongoing strategic transformation in company. So no both performance-wise for the quarter, whether it's EBITDA, sales conversion or free cash flow, we feel very good about what we accomplished this quarter.

And as importantly, I think we position ourselves well for the market rebounds that we are beginning to see in the various markets, whether North America and Europe, and continue to support the strong markets in Brazil, India and China. And then I think as importantly with the latest breaking news of the strategic transformation we feel good about that. So the answer is no, we feel good about the performance at this point.

David Leiker - Robert W. Baird

That is the same view I have, obviously. Other people have different views. A couple of handful of things here, Jay, do you have the number of what the size of your NOLs are at right now?

Jay Craig

They're at $875 million in total, of which about is to be $525 million are in the U.S. And those are the actual tax benefit, that's not pretax income that will be shielded, that's the actual tax benefit number. We were seeing 525 in the U.S., but the effect of the healthcare change law, we expect might eat into $10 million to $15 million of those benefits. So you're probably at about $515 million in the U.S.

David Leiker - Robert W. Baird

So it is conceivable and through most of this up cycle, you are not a U.S. tax payer?

Jay Craig

That's correct.

David Leiker - Robert W. Baird

On the LVS business, can you give us directionally some thoughts as we remodel this impact on gross profit and SG&A?

Jay Craig

Well, as far as the SG&A, I did answer that question earlier, but there is no corporate cost allocated to them. So that should be relatively straightforward. And as far as your other question, again, I'd like to take the time if you can just give me a week or two, we'll be putting out kind of the last two pages of my presentation, our fourth quarter outlook and the internal planning assumptions. We'll update all of those, excluding LVS for folks out there. Just want to make sure, read through the final deal in detail and make sure we get people the proper guidance on that.

David Leiker - Robert W. Baird

What do you think the timing would be on providing that updated guidance?

Jay Craig

Just give us time to file the Q here this week and give us a week or two, just to make certain that everybody has looked at it closely and we understand it completely.

David Leiker - Robert W. Baird

I understand there's no corporate cost in the LVS, but don't they have some SG&A costs in there?

Jay Craig

Certainly, but it's all self-contained in the segment. If you'd look at some of our segments breakdowns as far as EBITDA margin, it should be all contained in there.

David Leiker - Robert W. Baird

On the defense business on Slide 8, how much of this run off of the FMTV did we see in the third quarter? Has that happened yet or is it really in Q4?

Chip McClure

No, actually when you look at it beyond that you'll see it going out into Q4.

David Leiker - Robert W. Baird

But did you have any of it run off in Q3? Is there a negative impact in Q3?

Chip McClure

No.

David Leiker - Robert W. Baird

The Brazil outlook, Chip, there is a lot of uncertainty here through the balance of the years. The volumes are obviously strong and the tax credits are in place. With the election, those credits expiring at the end of the year, with a lot of uncertainty of what calendar 2011 might bring. Do you have any thoughts or insights you can share there?

Chip McClure

Well, Dave, as you kind of said, first of all, the incentives going through the balance of year, we're obviously the beneficiary of that and seeing it very strong through the balance of this calendar year. Even with the elections coming up, it appears like there will be continuation of similar type of fiscal policy in Brazil, which I think bodes well.

I think other things when you look at World Cup, the Olympics and then longer term the discovery of oil there all were called long-term positives. So as I look at it long term, look at it very positively. I think as you kind of talked about, we are watching very closely at it short term as you get into the early 2011. But we see indication we're getting at this point is kind of continuation of strength there, but time only will tell once the election is complete.

David Leiker - Robert W. Baird

Where are you on the capacity utilization right now? Is there something you can give us?

Jay Craig

We don't historically disclose capacity utilization. So I don't think we've disclosed that in the past. I think what we've stated is as some markets rebound, we're confident that we can respond to that. So as you look at the some of the data Chip walked through in his presentation and you look at the rebound there, you may be able to imply some good range of capacity utilization figures.

David Leiker - Robert W. Baird

And then the last item there is if you look at the up-cycle here as volumes come back, there is some talk that volumes 12 months from now could be running double where we are today in the U.S. What's your strategy for managing that in terms of managing the classes they come back in, bringing people back in and ramping up the volume?

Chip McClure

David, I'll take a kind of a two parts. Within our own plants, I just made a recent tour of our plants here in North America, and we're clearly well positioned with that and are able to bring people back in and flex that accordingly to make sure that we've done that. And one of the other things I should mention is even during the depths of the downturn, we continue to invest in our capacity both here in the Carolinas and in Mexico. So internally, I think we've got it that way.

I then look at our supply base, and one of the things we've done is a lot of capacity modeling out for 2013 with various ramp-up scenarios. You can almost picture a regular, green type of thing. So we know where those constraints are based on different volume consideration in our supply base and are continuing to work with our both purchasing, supplier, quality insurance and manufacturing side to be able to make sure we can manage that.

Operator

Our final question comes from the line of Robert Kosowsky with Sidoti.

Robert Kosowsky - Sidoti

On the industrial side of the business, I was wondering on the military side, when is Oshkosh expected to be at full production for FMTV.

Chip McClure

It actually goes into effect in 2011. There was obviously kind of a ramp-up as far as getting the products validated by the government. So I think you will start to see kind of a slow ramp-down the end of this year and then a ramp-up during the beginning parts of 2011, and then it goes to Oshkosh. And I should also mention that we're also a participant in that, and literally some of that conversion is actually underway as we speak now.

Jay Craig

But I would say, Rob, the one caution is we have seen peak volumes because of a high level of activity in Iraq and Afghanistan. So even after the transition, I think our expectation is that the volumes on FMTV will return to more historically normal levels that we showed in Chart 8 that Chip walked through.

Robert Kosowsky - Sidoti

And then to kind of counterbalance that, what would Asia Pacific have to do to keep you guys whole in the $20 million or so EBIDTA range? Is it possible for that market growth kind of fully offset that, or is there still a little bit of downside to the EBIDTA number?

Jay Craig

There are some other offsetting factors as well. There is some new military programs. Our military business, although a large piece of its core, is FMTV. As we had shown last year with the MRAP built out, we do have some other builds that come along in that business that add back. So I wouldn't focus exclusively. I can't say we are exclusively in Asia-Pacific. There are some other programs that certainly we feel very good about our chances of being included on.

Chip McClure

I think the other thing to look at that just from what I will call product and geographic diversification, if you go back to the depths of the economic crisis in 2009, there was no question that having the military and aftermarket business were ones that were certainly very supportive that way, but partly what we're looking to do is to make sure that we continue to be diversified geographically.

So whether one looks at Asia or he clearly see a rebound here in North America or as we go into the off-highway and continue to expand that, I think one of the other things is independent of the segments is to also look at it from a total company perspective. And I think the advantage now that we are indeed able to focus strictly on commercial vehicle and industrial that the diversification product and geographic-wise should also help.

Robert Kosowsky - Sidoti

But you guys would expect to see some weakness in EBIDTA in the next few quarters at least relative to this past quarter?

Jay Craig

Weakness in the industrial segment relative to the military business, I think what we guided to next quarter is really a dip that is specifically related to normal summer shutdowns in Europe, some seasonal nature of our business and the off-highway business in China. But I think our key message is that we still feel we're on track for our long term target up to 10% EBITDA margin.

Robert Kosowsky - Sidoti

And can you give me a sense of your level of confidence in an upturn in Europe versus an upturn in North America on the truck side?

Chip McClure

If you look at the last couple of quarters, we've actually seen what I'll call kind of sequential increases there. See a couple of different drivers there. Our major customer over there, Volvo has done very well as it's come back. And kind of what we're seeing is, we continue to follow what's going on in Europe with the challenge with the sovereign debt issues and some of the other things. But kind of in Northern Europe, not seen that. The other thing is, also, there are some export opportunities we'll be able to take advantage of.

So at least I look it at, whether it's from a customer's perspective, or even the production numbers that we've been seeing, we are seeing sequential increase for some of the drivers I just listed.

Robert Kosowsky - Sidoti

Okay, do you have a sense of a kind of a tight supply demand balance over there or capacity utilization amongst the trucking fleets?

Chip McClure

We do the same thing. First of all, if you go back to 2007 and '08, if you remember, when the market yield was down significantly because of the emission change from 2007, Europe was going at record levels. So there's no question that the challenge they had in 2009 was a bit of a bleed off in inventory. The fleet over there is a newer fleet than the fleet that you have here, just because of the fact that the volumes were down for so long here.

So I think you've got a little bit of a different dynamic there that we'll probably say, it'll be a little longer, as far as that, because the fleet is newer. But some of those other dynamics do say that we are seeing a slow but steady increase in Europe.

Robert Kosowsky - Sidoti

Can you talk a little bit about the aftermarket strength and also the trailer outlook?

Chip McClure

The aftermarket side, as I said, normally what happens is, they've got vehicles parked against the fence, the first thing they do is start cannibalizing the parts off of those to keep the other units that are out there running. That's done, so as they are ploughing units off the fence, the parts part of it, we're seeing an increase there. So clearly did not see the kind of drop-off that we did on the OE side there, and we see that kind of continuing.

Another area of strength for us in the area of remanufacturing which we've talked about, that kind of being another strategic area for us in the aftermarket side and are seeing that grow both here in North America and in Europe and we will continue that way. And then on the trailer side we're actually seeing a sequential improvement, primarily here in North America and see that kind of continuing also.

Operator

I would now like to turn the call back over to Mr. Brett Penzkofer for closing remarks.

Brett Penzkofer

Thank you all for your time this morning. If you have any follow up questions, please feel free to contact me or your communications contact. Thank you very much.

Operator

Thank you for your participation in today's conference. This concludes the presentation. You may now disconnect. Have a great day.

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