XPEL, Inc. (XPEL) Earnings Call Transcript & Summary

[Audio Gap] Chairman of the Board, President and Chief Executive Officer of XPEL, Inc. I welcome you to the company's 2020 Annual Stockholders' Meeting. Before we begin, I'd like to remind you that during today's meeting, including any question-and-answer session, we may make forward-looking statements regarding expected revenue, earnings per share, future plans, opportunities and expectations of the company. These estimates and plans and other forward-looking statements involve known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied. These risks are detailed in our latest Form 10-K filed with the SEC on March 15, 2020, our quarterly report on Form 10-Q filed with the SEC on May 14, 2020, and in other statements made by the company. The statements made during the meeting are based upon information known to XPEL as of today. XPEL assumes no obligation to update the information we present to you. [Operator Instructions] Before we begin the presentations, I'd like to introduce the other members of the Board of Directors who are with us today: John Constantine, Richard Crumly, Michael Klonne and Mark Adams. Steven Vacante of Continental Stock Transfer is also joining us on the webcast and is serving as our inspector of elections. He has previously signed an oath of office, which has been properly filed in the corporate record. Also participating are Michael McKee and Jordan Iverson of Baker Tilly, the company's independent registered public accounting firm. Barry Wood, our Senior Vice President and CFO, will act as secretary of the meeting. I will now ask Mr. Wood to give us the quorum report and also report on other administrative matters.

Mr. Chairman, as of the close of business on April 6, 2020, the record date, XPEL had 27,612,597 shares of its common stock issued outstanding and entitled to vote at this meeting. The inspector of elections has reported that stockholders entitled to cast more than 70% of the votes eligible to be cast at the meeting are present or represented by proxy. Therefore, a quorum is present and the meeting may proceed. In addition, I would like to report that the notice of Internet availability dated April 17, 2020, the notice of annual meeting of stockholders dated April 17, 2020, as well as the form of proxy, proxy statement and our annual report on Form 10-K were made available on the Internet on or about the date -- that date to each of the stockholders of record of the company as of the close of business on the record date. Mr. Chairman, I have provided to you the notice of Internet availability, notice of annual meeting, proxy statement, form of proxy, annual report on Form 10-K and an affidavit of mailing prepared by XPEL's transfer agent, Continental Stock Transfer & Trust Company. I also have a copy of a list of registered stockholders of the company entitled to vote at the meeting, which has been available for the 10 days preceding the meeting and open to the examination of any stockholder for any purpose germane to the meeting.

Thanks, Barry. The affidavit of mailing, the affidavit of the inspector, the stockholders' list, along with the notice of Internet availability, notice of annual meeting, annual report on Form 10-K, proxy statement and form of proxy, will be filed with the minutes of this meeting. With the quorum present, I declare this meeting is duly constituted and convened and may proceed with the transaction of business. We will now read the proposals to be voted upon, after which time we will open the polls. After the polls are open, we will be pleased to answer your questions about XPEL or the proposals. There are 3 proposals to be considered by the stockholders. Mr. Wood, will you read the first proposal?

The stockholders are asked to vote on the election of 5 members to the Board of Directors with each serving for a 1-year term. The nominees for election are Ryan Pape, Mark Adams, John Constantine, Richard Crumly and Michael Klonne, who are current directors of the company.

Do I hear a motion for the election? We have a motion from Tim Hartt. Do I hear a second? We have a second. Barry, please read the second proposal.

The stockholders are asked to vote on a proposal to ratify the appointment of Baker Tilly Virchow Krause, LLP as the company's independent registered public accounting firm for the year ending December 31, 2020.

Do I hear a motion for the ratification of Baker Tilly as the company's independent registered public accounting firm for the year ending December 31, 2020? We have a motion from Mike Klonne. Do I hear a second? We have a second. Barry, please read the third proposal.

The stockholders are asked to approve the XPEL, Inc. 2020 Equity Incentive Plan.

Do I hear a motion for approval of the XPEL Inc. 2020 Equity Incentive Plan? We have a motion from John Constantine. Do I hear a second? We have a second. I now declare the polls open for voting on the motions. If you are a stockholder of record and have not voted yet or if you want to change your previously cast vote and you wish to vote now, you can do so online. You will need your 12-digit control number in order to vote today. [Voting]

Thank you, everyone. While we wait a few moments for vote tabulation, we'll have a question-and-answer session. Once the question-and-answer session and the tabulation of votes are completed, we will close the polls and announce the results. [Operator Instructions]

We do have one question. The question is how is XPEL dealing with the COVID-19 crisis? Obviously, the COVID-19 crisis has significantly impacted the business as most businesses. In our case, I think we were fairly prepared and aware there was going to be an impact really from our business in China. And obviously, China and our business in China was impacted much earlier than the rest of the world. So even before, I think, most companies in the U.S. were really concerned about the impact to their business, we were aware that this was coming. So the impact, as we've talked about on our last call, has been varied. We obviously had a steep decline in China, while they were under lockdown. That's since been returned to normal, and we're seeing good performance in China, so a real sharp recovery there. We also then saw lockdowns in the U.S. and in Europe. And many of those have abated now as well. And we've seen a fairly strong recovery in really all the markets that have been impacted by a lockdown. Still some remaining, Mexico for us, the U.K., they're kind of a little bit later coming out of some of the lockdowns than some of the other countries. From our standpoint, it was important that we plan for that uncertainty. So you saw us draw down on credit facilities. We were looking at this in March and not knowing how deep and problematic it was going to be out of an abundance of caution. And then we were concerned, obviously, about our team, to make sure our team was safe. So where possible, we've implemented work from home and then where not possible, to keep the rest of our operations running all of the best practices for PPE and to protect the team. And then we were very concerned that we would be able to continue to serve our customers, knowing that the shutdowns wouldn't be applied universally and so ensuring that we had the ability to keep operating, keep shipping and selling product. And as we've talked about, very pleased with how all that worked. We remained operational. I don't think we have been unable to complete a single order to a customer. And certainly, for now, the worst is past us. We talked in our Q1 call about some early trends that we saw in May with a return to some average daily installation metrics we have, which might be a good proxy for some of our customers in the U.S. with a return to sort of March numbers before the April decline that we saw in the U.S. So that's all very encouraging. The China business has continued to be strong and the forecast has remained strong, and we continue to see pickup in activity globally. So hopefully, the worst is past us and most people impacted. And now we focus on getting back to business as normal and business as usual as much as possible. Great question. Okay. I understand the votes are now tabulated. I now declare the polls closed. Mr. Wood, please read the inspector of election's report on the tabulation of votes.

Mr. Chairman, the results based on the voting of shares represented by proxies on file and tabulated at the meeting this morning show the following. The director nominees have received the greatest number of votes of those shares that were represented at the annual meeting and voted for the election of directors. And therefore, each of them has been elected as a director to serve for the term expiring on the date of the company's 2021 annual meeting and until their respective successor is duly elected and qualified. The proposal to ratify the appointment of Baker Tilly Virchow Krause, LLP received a majority of the shares represented and entitled to vote at the annual meeting. And therefore, the selection of Baker Tilly Virchow Krause, LLP as XPEL's independent registered public accounting firm for the year ended December 31, 2020, has been ratified. The proposal to approve the XPEL, Inc. 2020 Equity Incentive Plan received the majority of the votes cast represented and entitled to vote at the annual meeting. And therefore, the XPEL, Inc. 2020 Equity Incentive Plan has been approved. Mr. Chairman, that concludes the report of the voting. Details of the results will be available for all stockholders in our filings with the SEC within 4 business days. Stockholders may also obtain the voting results by calling or writing our Corporate Secretary.

Is there any other business or questions that anyone would like to ask to come before the meeting? With there being no further business, this meeting of the stockholders of XPEL is adjourned. We thank you for your interest and attendance.