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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of
incorporation or organization)
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41-1990662
(I.R.S. Employer
Identification No.)
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7800 Walton Parkway
New Albany, Ohio
(Address of principal executive offices)
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43054
(Zip Code)
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Large accelerated filer
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¨
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Accelerated filer
|
x
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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PART I FINANCIAL INFORMATION
|
|
|
|
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June 30, 2016
|
|
(As Adjusted)
December 31, 2015 |
||||
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(Unaudited)
|
|
(Unaudited)
|
||||
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(In thousands, except share and per
share amounts)
|
||||||
Assets
|
|||||||
Current Assets:
|
|
|
|
||||
Cash
|
$
|
124,385
|
|
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$
|
92,194
|
|
Accounts receivable, net of allowances of $4,215 and $4,539, respectively
|
116,375
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|
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130,240
|
|
||
Inventories
|
66,977
|
|
|
75,658
|
|
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Other current assets
|
11,273
|
|
|
10,185
|
|
||
Total current assets
|
319,010
|
|
|
308,277
|
|
||
Property, plant and equipment, net of accumulated depreciation of $136,793 and $134,598, respectively
|
66,482
|
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70,961
|
|
||
Goodwill
|
7,720
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|
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7,834
|
|
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Intangible assets, net of accumulated amortization of $6,408 and $6,858, respectively
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16,197
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|
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16,946
|
|
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Deferred income taxes
|
24,514
|
|
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25,253
|
|
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Other assets, net
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4,504
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|
|
4,771
|
|
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Total assets
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$
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438,427
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$
|
434,042
|
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Liabilities and Stockholders’ Equity
|
|||||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
63,184
|
|
|
$
|
66,657
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|
Accrued liabilities
|
50,793
|
|
|
48,196
|
|
||
Total current liabilities
|
113,977
|
|
|
114,853
|
|
||
Long-term debt
|
232,758
|
|
|
232,363
|
|
||
Pension and other post-retirement benefits
|
16,598
|
|
|
17,233
|
|
||
Other long-term liabilities
|
3,942
|
|
|
3,663
|
|
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Total liabilities
|
367,275
|
|
|
368,112
|
|
||
Stockholders’ Equity:
|
|
|
|
||||
Preferred stock: $0.01 par value (5,000,000 shares authorized; no shares issued and outstanding)
|
—
|
|
|
—
|
|
||
Common stock: $0.01 par value (60,000,000 shares authorized; 29,448,779 shares issued and outstanding)
|
294
|
|
|
294
|
|
||
Treasury stock purchased from employees; 879,404 shares
|
(7,039
|
)
|
|
(7,039
|
)
|
||
Additional paid-in capital
|
236,141
|
|
|
234,760
|
|
||
Retained loss
|
(117,148
|
)
|
|
(122,431
|
)
|
||
Accumulated other comprehensive loss
|
(41,096
|
)
|
|
(39,654
|
)
|
||
Total stockholders’ equity
|
71,152
|
|
|
65,930
|
|
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Total liabilities and stockholders’ equity
|
$
|
438,427
|
|
|
$
|
434,042
|
|
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Three Months Ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
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2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Unaudited)
(In thousands, except per
share amounts)
|
|
(Unaudited)
(In thousands, except per
share amounts)
|
||||||||||||
Revenues
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$
|
178,251
|
|
|
$
|
217,617
|
|
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$
|
358,543
|
|
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$
|
437,920
|
|
Cost of Revenues
|
153,920
|
|
|
188,111
|
|
|
308,507
|
|
|
379,340
|
|
||||
Gross Profit
|
24,331
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|
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29,506
|
|
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50,036
|
|
|
58,580
|
|
||||
Selling, General and Administrative Expenses
|
15,585
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|
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17,585
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|
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32,376
|
|
|
35,124
|
|
||||
Amortization Expense
|
319
|
|
|
333
|
|
|
652
|
|
|
669
|
|
||||
Operating Income
|
8,427
|
|
|
11,588
|
|
|
17,008
|
|
|
22,787
|
|
||||
Interest and Other Expense
|
4,926
|
|
|
5,056
|
|
|
9,784
|
|
|
10,153
|
|
||||
Income Before Provision for Income Taxes
|
3,501
|
|
|
6,532
|
|
|
7,224
|
|
|
12,634
|
|
||||
Provision for Income Taxes
|
781
|
|
|
3,327
|
|
|
1,941
|
|
|
5,836
|
|
||||
Net Income
|
2,720
|
|
|
3,205
|
|
|
5,283
|
|
|
6,798
|
|
||||
Less: Non-controlling interest in subsidiary’s income
|
—
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—
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|
|
—
|
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1
|
|
||||
Net Income Attributable to CVG Stockholders
|
$
|
2,720
|
|
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$
|
3,205
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|
|
$
|
5,283
|
|
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$
|
6,797
|
|
Earnings per Common Share:
|
|
|
|
|
|
|
|
||||||||
Basic and Diluted
|
$
|
0.09
|
|
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$
|
0.11
|
|
|
$
|
0.18
|
|
|
$
|
0.23
|
|
Weighted Average Shares Outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
29,449
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|
|
29,149
|
|
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29,449
|
|
|
29,149
|
|
||||
Diluted
|
29,756
|
|
|
29,336
|
|
|
29,632
|
|
|
29,271
|
|
||||
|
|
|
|
|
|
|
|
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Three Months Ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
||||||||
|
(In thousands)
|
|
(In thousands)
|
||||||||||||
Net income
|
$
|
2,720
|
|
|
$
|
3,205
|
|
|
$
|
5,283
|
|
|
$
|
6,798
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange translation adjustments
|
(713
|
)
|
|
163
|
|
|
(408
|
)
|
|
(2,845
|
)
|
||||
Minimum pension liability, net of tax
|
(1,143
|
)
|
|
126
|
|
|
(1,034
|
)
|
|
186
|
|
||||
Other comprehensive (loss) income
|
(1,856
|
)
|
|
289
|
|
|
(1,442
|
)
|
|
(2,659
|
)
|
||||
Comprehensive income
|
$
|
864
|
|
|
$
|
3,494
|
|
|
$
|
3,841
|
|
|
$
|
4,139
|
|
Less: Comprehensive income attributed to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Comprehensive income attributable to CVG stockholders
|
$
|
864
|
|
|
$
|
3,494
|
|
|
$
|
3,841
|
|
|
$
|
4,138
|
|
|
Common Stock
|
|
Treasury
Stock
|
|
Additional Paid In Capital
|
|
Retained Deficit
|
|
Accumulated
Other Comp. Loss
|
|
Total CVG Stockholders’
Equity
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||
|
(Unaudited)
(In thousands) |
|||||||||||||||||||||||||
BALANCE - December 31, 2015
|
29,449
|
|
|
$
|
294
|
|
|
$
|
(7,039
|
)
|
|
$
|
234,760
|
|
|
$
|
(122,431
|
)
|
|
$
|
(39,654
|
)
|
|
$
|
65,930
|
|
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
1,381
|
|
|
—
|
|
|
—
|
|
|
1,381
|
|
||||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,283
|
|
|
(1,442
|
)
|
|
3,841
|
|
||||||
BALANCE - June 30, 2016
|
29,449
|
|
|
294
|
|
|
(7,039
|
)
|
|
236,141
|
|
|
(117,148
|
)
|
|
(41,096
|
)
|
|
71,152
|
|
|
Six months ended June,
|
||||||
|
2016
|
|
2015
|
||||
|
(Unaudited)
|
|
(Unaudited)
|
||||
|
(In thousands)
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net Income
|
$
|
5,283
|
|
|
$
|
6,798
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
8,409
|
|
|
8,874
|
|
||
Impairment of equipment held for sale
|
616
|
|
|
—
|
|
||
Provision for doubtful accounts and bad debt
|
3,200
|
|
|
1,985
|
|
||
Noncash amortization of debt financing costs
|
420
|
|
|
445
|
|
||
Pension plan contribution
|
(1,475
|
)
|
|
(1,479
|
)
|
||
Shared-based compensation expense
|
1,381
|
|
|
1,439
|
|
||
Loss on disposal of assets
|
164
|
|
|
157
|
|
||
Deferred income taxes
|
1,258
|
|
|
4,664
|
|
||
Noncash (gain) loss on forward currency exchange contracts
|
(467
|
)
|
|
(42
|
)
|
||
Change in other operating items:
|
|
|
|
||||
Accounts receivable
|
9,610
|
|
|
(16,870
|
)
|
||
Inventories
|
8,182
|
|
|
1,793
|
|
||
Accounts payable
|
(2,631
|
)
|
|
17,991
|
|
||
Other operating activities, net
|
3,632
|
|
|
1,344
|
|
||
Net cash provided by operating activities
|
37,582
|
|
|
27,099
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
||||
Purchases of property, plant and equipment
|
(4,961
|
)
|
|
(6,769
|
)
|
||
Proceeds from disposal/sale of property, plant and equipment
|
—
|
|
|
60
|
|
||
Premium payments for life insurance
|
—
|
|
|
(44
|
)
|
||
Net cash used in investing activities
|
(4,961
|
)
|
|
(6,753
|
)
|
||
|
|
|
|
||||
Effect of Foreign Currency Exchange Rate Changes on Cash
|
(430
|
)
|
|
(1,840
|
)
|
||
|
|
|
|
||||
Net Increase in Cash
|
32,191
|
|
|
18,506
|
|
||
|
|
|
|
||||
Cash:
|
|
|
|
||||
Beginning of period
|
92,194
|
|
|
70,091
|
|
||
End of period
|
$
|
124,385
|
|
|
$
|
88,597
|
|
Supplemental Cash Flow Information:
|
|
|
|
||||
Cash paid for interest
|
$
|
9,362
|
|
|
$
|
9,925
|
|
Cash paid for income taxes, net
|
$
|
779
|
|
|
$
|
891
|
|
Unpaid purchases of property and equipment included in accounts payable
|
$
|
275
|
|
|
$
|
898
|
|
•
|
Seats; Trim; sleeper boxes; and cab structures, structural components and body panels. These products are sold primarily to the MD/HD Truck markets in North America;
|
•
|
Seats to the truck and bus markets in Asia-Pacific and Europe;
|
•
|
Mirrors and wiper systems to the truck, bus, agriculture, construction, rail and military markets in North America;
|
•
|
Trim to the recreational and specialty vehicle markets in North America; and
|
•
|
Aftermarket seats and components primarily into North America.
|
•
|
Electronic wire harness assemblies, and Seats for commercial, construction, agricultural, industrial, automotive mining and military industries in North America, Europe and Asia Pacific;
|
•
|
Seats to the truck and bus markets in Asia-Pacific and Europe;
|
•
|
Wiper systems to the construction and agriculture markets in Europe;
|
•
|
Office seating in Europe and Asia-Pacific; and
|
•
|
Aftermarket seats and components in Europe and Asia-Pacific.
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Derivative assets
1
|
$
|
548
|
|
|
$
|
—
|
|
|
$
|
548
|
|
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
—
|
|
Derivative liabilities
1
|
$
|
373
|
|
|
$
|
—
|
|
|
$
|
373
|
|
|
$
|
—
|
|
|
$
|
524
|
|
|
$
|
—
|
|
|
$
|
524
|
|
|
$
|
—
|
|
|
June 30, 2016
|
|
December 31, 2015 (as adjusted)
|
||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
Long-term debt, net
|
$
|
232,758
|
|
|
$
|
225,708
|
|
|
$
|
232,363
|
|
|
$
|
190,063
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income attributable to common stockholders — basic
and diluted |
$
|
2,720
|
|
|
$
|
3,205
|
|
|
$
|
5,283
|
|
|
$
|
6,797
|
|
Weighted average number of common shares outstanding
|
29,449
|
|
|
29,149
|
|
|
29,449
|
|
|
29,149
|
|
||||
Dilutive effect of restricted stock grants after application
of the treasury stock method |
307
|
|
|
187
|
|
|
183
|
|
|
122
|
|
||||
Dilutive shares outstanding
|
29,756
|
|
|
29,336
|
|
|
29,632
|
|
|
29,271
|
|
||||
Basic and diluted earnings per share attributable to
common stockholders |
$
|
0.09
|
|
|
$
|
0.11
|
|
|
$
|
0.18
|
|
|
$
|
0.23
|
|
Grant
|
|
Shares
|
|
Vesting Schedule
|
|
Unearned
Compensation
(in millions)
|
|
Remaining
Periods (in
months)
|
|||
November 2013
|
|
470,997
|
|
|
3 equal annual installments commencing on October 20, 2014
|
|
$
|
0.2
|
|
|
4
|
October 2014
|
|
506,171
|
|
|
3 equal annual installments commencing on October 20, 2015
|
|
$
|
1.0
|
|
|
16
|
April 2015
|
|
27,174
|
|
|
3 equal annual installments commencing on October 20, 2015
|
|
$
|
0.1
|
|
|
16
|
July 2015
|
|
38,772
|
|
|
cliff vests as of October 20, 2018
|
|
$
|
0.2
|
|
|
28
|
October 2015
|
|
595,509
|
|
|
3 equal annual installments commencing on October 20, 2016
|
|
$
|
1.3
|
|
|
28
|
October 2015
|
|
138,888
|
|
|
fully vest as of October 20, 2016
|
|
$
|
0.1
|
|
|
4
|
January 2016
|
|
23,852
|
|
|
3 equal annual installments commencing on October 20, 2016
|
|
$
|
0.1
|
|
|
28
|
March 2016
|
|
38,758
|
|
|
3 equal annual installments commencing on October 20, 2016
|
|
$
|
0.1
|
|
|
28
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
|
Shares
(000’s) |
|
Weighted-
Average Grant-Date Fair Value |
|
Shares
(000’s) |
|
Weighted-
Average Grant-Date Fair Value |
||||||
Nonvested at December 31
|
1,128
|
|
|
$
|
4.24
|
|
|
915
|
|
|
$
|
6.96
|
|
Granted
|
63
|
|
|
2.49
|
|
|
45
|
|
|
6.36
|
|
||
Forfeited
|
(21
|
)
|
|
4.88
|
|
|
(39
|
)
|
|
6.90
|
|
||
Nonvested at June 30
|
1,170
|
|
|
$
|
4.35
|
|
|
921
|
|
|
$
|
6.82
|
|
Grant Date
|
|
Vesting Schedule
|
|
Grant Amount
|
|
Forfeitures/ Adjustments
|
|
Payments
|
|
Grant Value at June 30, 2016
|
|
Remaining Periods (in Months) to Vesting
|
||||||||
November 2013
|
|
October 2016
|
|
$
|
1,351
|
|
|
$
|
(1,033
|
)
|
|
$
|
—
|
|
|
$
|
318
|
|
|
3
|
November 2014
|
|
October 2017
|
|
2,087
|
|
|
(1,062
|
)
|
|
—
|
|
|
1,025
|
|
|
15
|
||||
November 2015
|
|
October 2018
|
|
1,487
|
|
|
—
|
|
|
$
|
—
|
|
|
1,487
|
|
|
27
|
|||
|
|
|
|
$
|
4,925
|
|
|
$
|
(2,095
|
)
|
|
$
|
—
|
|
|
$
|
2,830
|
|
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Raw materials
|
$
|
45,019
|
|
|
$
|
52,647
|
|
Work in process
|
7,660
|
|
|
8,776
|
|
||
Finished goods
|
14,298
|
|
|
14,235
|
|
||
|
$
|
66,977
|
|
|
$
|
75,658
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||
|
Weighted-
Average Amortization Period (Years) |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
||||||||||||
Definite-lived intangible
assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks/Tradenames
|
23
|
|
$
|
8,403
|
|
|
$
|
(3,021
|
)
|
|
$
|
5,382
|
|
|
$
|
9,460
|
|
|
$
|
(3,914
|
)
|
|
$
|
5,546
|
|
Customer relationships
|
15
|
|
14,202
|
|
|
(3,387
|
)
|
|
10,815
|
|
|
14,344
|
|
|
(2,944
|
)
|
|
11,400
|
|
||||||
|
|
|
$
|
22,605
|
|
|
$
|
(6,408
|
)
|
|
$
|
16,197
|
|
|
$
|
23,804
|
|
|
$
|
(6,858
|
)
|
|
$
|
16,946
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Balance — Beginning
|
$
|
7,834
|
|
|
$
|
8,056
|
|
Currency translation adjustment
|
(114
|
)
|
|
(222
|
)
|
||
Balance — Ending
|
$
|
7,720
|
|
|
$
|
7,834
|
|
Balance — December 31, 2015
|
$
|
7,580
|
|
Provision for new warranty claims
|
750
|
|
|
Change in provision for preexisting warranty claims
|
479
|
|
|
Deduction for payments made
|
(1,285
|
)
|
|
Currency translation adjustment
|
(188
|
)
|
|
Balance — June 30, 2016
|
$
|
7,336
|
|
|
June 30, 2016
|
|
December 31, 2015
(as adjusted) |
||||
7.875% senior secured notes due April 15, 2019
|
$
|
232,758
|
|
|
$
|
232,363
|
|
•
|
nonpayment of principal or interest when due;
|
•
|
breach of covenants or other agreements in the
7.875%
Notes Indenture;
|
•
|
defaults in payment of certain other indebtedness;
|
•
|
certain events of bankruptcy or insolvency; and
|
•
|
certain defaults with respect to the security interests.
|
Level
|
|
Average Daily Availability
|
|
Base Rate
Loans |
|
LIBOR
Revolver Loans |
||
III
|
|
≥ $20,000,000
|
|
0.50
|
%
|
|
1.50
|
%
|
II
|
|
> $10,000,000 but < $20,000,000
|
|
0.75
|
%
|
|
1.75
|
%
|
I
|
|
≤ $10,000,000
|
|
1.00
|
%
|
|
2.00
|
%
|
|
Three months ended June 30, 2016
|
||||||||||||||
|
Global
Truck & Bus |
|
Global
Construction & Agriculture |
|
Corporate/
Other |
|
Total
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
External Revenues
|
$
|
111,883
|
|
|
$
|
66,368
|
|
|
$
|
—
|
|
|
$
|
178,251
|
|
Intersegment Revenues
|
243
|
|
|
2,157
|
|
|
(2,400
|
)
|
|
—
|
|
||||
Total Revenues
|
$
|
112,126
|
|
|
$
|
68,525
|
|
|
$
|
(2,400
|
)
|
|
$
|
178,251
|
|
Gross Profit
|
$
|
14,432
|
|
|
$
|
10,270
|
|
|
$
|
(371
|
)
|
|
$
|
24,331
|
|
Depreciation and Amortization Expense
|
$
|
2,190
|
|
|
$
|
1,336
|
|
|
$
|
472
|
|
|
$
|
3,998
|
|
Selling, General & Administrative Expenses
|
$
|
5,642
|
|
|
$
|
4,780
|
|
|
$
|
5,163
|
|
|
$
|
15,585
|
|
Operating Income
|
$
|
8,506
|
|
|
$
|
5,455
|
|
|
$
|
(5,534
|
)
|
|
$
|
8,427
|
|
Capital and Other Items:
|
|
|
|
|
|
|
|
||||||||
Capital Expenditures
|
$
|
1,540
|
|
|
$
|
1,031
|
|
|
$
|
380
|
|
|
$
|
2,951
|
|
Other Items
1
|
$
|
284
|
|
|
$
|
211
|
|
|
$
|
—
|
|
|
$
|
495
|
|
|
Three months ended June 30, 2015
|
||||||||||||||
|
Global
Truck & Bus |
|
Global
Construction & Agriculture |
|
Corporate/
Other |
|
Total
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
External Revenues
|
$
|
149,263
|
|
|
$
|
68,354
|
|
|
$
|
—
|
|
|
$
|
217,617
|
|
Intersegment Revenues
|
82
|
|
|
2,343
|
|
|
(2,425
|
)
|
|
—
|
|
||||
Total Revenues
|
$
|
149,345
|
|
|
$
|
70,697
|
|
|
$
|
(2,425
|
)
|
|
$
|
217,617
|
|
Gross Profit
|
$
|
22,885
|
|
|
$
|
7,570
|
|
|
$
|
(949
|
)
|
|
$
|
29,506
|
|
Depreciation and Amortization Expense
|
$
|
2,214
|
|
|
$
|
1,489
|
|
|
$
|
694
|
|
|
$
|
4,397
|
|
Selling, General & Administrative Expenses
|
$
|
7,492
|
|
|
$
|
4,690
|
|
|
$
|
5,403
|
|
|
$
|
17,585
|
|
Operating Income
|
$
|
15,095
|
|
|
$
|
2,845
|
|
|
$
|
(6,352
|
)
|
|
$
|
11,588
|
|
Capital and Other Items:
|
|
|
|
|
|
|
|
||||||||
Capital Expenditures
|
$
|
2,058
|
|
|
$
|
861
|
|
|
$
|
1,828
|
|
|
$
|
4,747
|
|
Other Items
1
|
$
|
463
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
463
|
|
|
Six months ended June 30, 2016
|
||||||||||||||
|
Global
Truck & Bus |
|
Global
Construction & Agriculture |
|
Corporate/
Other |
|
Total
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
External Revenues
|
$
|
228,167
|
|
|
$
|
130,376
|
|
|
$
|
—
|
|
|
$
|
358,543
|
|
Intersegment Revenues
|
463
|
|
|
3,917
|
|
|
(4,380
|
)
|
|
—
|
|
||||
Total Revenues
|
$
|
228,630
|
|
|
$
|
134,293
|
|
|
$
|
(4,380
|
)
|
|
$
|
358,543
|
|
Gross Profit
|
$
|
32,255
|
|
|
$
|
18,576
|
|
|
$
|
(795
|
)
|
|
$
|
50,036
|
|
Depreciation and Amortization Expense
|
$
|
4,224
|
|
|
$
|
2,857
|
|
|
$
|
1,328
|
|
|
$
|
8,409
|
|
Selling, General & Administrative Expenses
|
$
|
12,137
|
|
|
$
|
9,271
|
|
|
$
|
10,968
|
|
|
$
|
32,376
|
|
Operating Income
|
$
|
19,535
|
|
|
$
|
9,235
|
|
|
$
|
(11,762
|
)
|
|
$
|
17,008
|
|
Capital and Other Items:
|
|
|
|
|
|
|
|
||||||||
Capital Expenditures
|
$
|
2,447
|
|
|
$
|
2,216
|
|
|
$
|
573
|
|
|
$
|
5,236
|
|
Other Items
1
|
$
|
375
|
|
|
$
|
321
|
|
|
$
|
688
|
|
|
$
|
1,384
|
|
|
Six months ended June 30, 2015
|
||||||||||||||
|
Global
Truck & Bus |
|
Global
Construction & Agriculture |
|
Corporate/
Other |
|
Total
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
External Revenues
|
$
|
295,068
|
|
|
$
|
142,852
|
|
|
$
|
—
|
|
|
$
|
437,920
|
|
Intersegment Revenues
|
183
|
|
|
5,892
|
|
|
(6,075
|
)
|
|
—
|
|
||||
Total Revenues
|
$
|
295,251
|
|
|
$
|
148,744
|
|
|
$
|
(6,075
|
)
|
|
$
|
437,920
|
|
Gross Profit
|
$
|
44,230
|
|
|
$
|
16,261
|
|
|
$
|
(1,911
|
)
|
|
$
|
58,580
|
|
Depreciation and Amortization Expense
|
$
|
4,438
|
|
|
$
|
3,005
|
|
|
$
|
1,431
|
|
|
$
|
8,874
|
|
Selling, General & Administrative Expenses
|
$
|
14,438
|
|
|
$
|
9,731
|
|
|
$
|
10,955
|
|
|
$
|
35,124
|
|
Operating Income
|
$
|
29,195
|
|
|
$
|
6,459
|
|
|
$
|
(12,867
|
)
|
|
$
|
22,787
|
|
Capital and Other Items:
|
|
|
|
|
|
|
|
||||||||
Capital Expenditures
|
$
|
3,140
|
|
|
$
|
2,374
|
|
|
$
|
2,151
|
|
|
$
|
7,665
|
|
Other Items
1
|
$
|
1,142
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,142
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
U.S. $
Equivalent
|
|
U.S.
Equivalent
Fair Value
|
|
U.S. $
Equivalent
|
|
U.S.
Equivalent
Fair Value
|
||||||||
Commitments to buy or sell currencies
|
$
|
25,046
|
|
|
$
|
25,223
|
|
|
$
|
15,490
|
|
|
$
|
15,479
|
|
|
Asset Derivatives
|
||||||||||
|
June 30, 2016
|
|
December 31, 2015
|
||||||||
|
Balance Sheet
Location |
|
Fair Value
|
|
Balance Sheet
Location |
|
Fair Value
|
||||
Foreign exchange contracts
|
Other current assets
|
|
$
|
548
|
|
|
Other current assets
|
|
$
|
36
|
|
|
Liability Derivatives
|
||||||||||
|
June 30, 2016
|
|
December 31, 2015
|
||||||||
|
Balance Sheet
Location |
|
Fair Value
|
|
Balance Sheet
Location |
|
Fair Value
|
||||
Foreign exchange contracts
|
Accrued liabilities
|
|
$
|
373
|
|
|
Accrued liabilities
|
|
$
|
524
|
|
|
Foreign
currency translation adjustment |
|
Pension and
post-retirement
benefits plans
|
|
Accumulated other
comprehensive
loss
|
||||||
Ending balance, December 31, 2015
|
$
|
(21,079
|
)
|
|
$
|
(18,575
|
)
|
|
$
|
(39,654
|
)
|
Net current period change
|
(408
|
)
|
|
—
|
|
|
(408
|
)
|
|||
Reclassification adjustments for losses reclassified into income
|
—
|
|
|
(1,034
|
)
|
|
(1,034
|
)
|
|||
Ending balance, June 30, 2016
|
$
|
(21,487
|
)
|
|
$
|
(19,609
|
)
|
|
$
|
(41,096
|
)
|
|
Foreign
currency translation adjustment |
|
Pension and
post-retirement
benefit plans
|
|
Accumulated other
comprehensive
loss
|
||||||
Ending balance, December 31, 2014
|
$
|
(16,507
|
)
|
|
$
|
(20,781
|
)
|
|
$
|
(37,288
|
)
|
Net current period change
|
(2,845
|
)
|
|
—
|
|
|
(2,845
|
)
|
|||
Reclassification adjustments for losses reclassified into income
|
—
|
|
|
186
|
|
|
186
|
|
|||
Ending balance, June 30, 2015
|
$
|
(19,352
|
)
|
|
$
|
(20,595
|
)
|
|
$
|
(39,947
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||
|
June 30, 2016
|
|
June 30, 2016
|
||||||||||||||||||||
|
Before Tax
Amount |
|
Tax Expense
|
|
After Tax Amount
|
|
Before
Tax
Amount
|
|
Tax
Expense
|
|
After Tax
Amount
|
||||||||||||
Retirement benefits adjustment
|
(1,418
|
)
|
|
275
|
|
|
(1,143
|
)
|
|
(1,585
|
)
|
|
551
|
|
|
(1,034
|
)
|
||||||
Cumulative translation adjustment
|
$
|
(713
|
)
|
|
$
|
—
|
|
|
(713
|
)
|
|
(408
|
)
|
|
—
|
|
|
(408
|
)
|
||||
Total other comprehensive income
|
$
|
(2,131
|
)
|
|
$
|
275
|
|
|
$
|
(1,856
|
)
|
|
$
|
(1,993
|
)
|
|
$
|
551
|
|
|
$
|
(1,442
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||
|
June 30, 2015
|
|
June 30, 2015
|
||||||||||||||||||||
|
Before Tax
Amount |
|
Tax Expense
|
|
After Tax
Amount |
|
Before
Tax
Amount
|
|
Tax
Expense
|
|
After Tax
Amount
|
||||||||||||
Retirement benefits adjustment
|
159
|
|
|
(33
|
)
|
|
126
|
|
|
252
|
|
|
(66
|
)
|
|
186
|
|
||||||
Cumulative translation adjustment
|
163
|
|
|
—
|
|
|
163
|
|
|
(2,845
|
)
|
|
—
|
|
|
(2,845
|
)
|
||||||
Total other comprehensive loss
|
$
|
322
|
|
|
$
|
(33
|
)
|
|
$
|
289
|
|
|
$
|
(2,593
|
)
|
|
$
|
(66
|
)
|
|
$
|
(2,659
|
)
|
|
U.S. Pension Plans
|
|
Non-U.S. Pension Plans
|
|
Other Post-Retirement Benefit Plans
|
||||||||||||||||||
|
Three Months Ended June 30,
|
|
Three Months Ended June 30,
|
|
Three Months Ended June 30,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Service cost
|
$
|
32
|
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
469
|
|
|
463
|
|
|
350
|
|
|
368
|
|
|
4
|
|
|
4
|
|
||||||
Expected return on plan assets
|
(678
|
)
|
|
(668
|
)
|
|
(389
|
)
|
|
(397
|
)
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||||
Recognized actuarial loss (gain)
|
107
|
|
|
117
|
|
|
54
|
|
|
69
|
|
|
(26
|
)
|
|
(30
|
)
|
||||||
Net (benefit) cost
|
$
|
(70
|
)
|
|
$
|
(59
|
)
|
|
$
|
15
|
|
|
$
|
40
|
|
|
$
|
(20
|
)
|
|
$
|
(24
|
)
|
|
U.S. Pension Plans
|
|
Non-U.S. Pension Plans
|
|
Other Post-Retirement Benefit Plans
|
||||||||||||||||||
|
Six Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Service cost
|
$
|
64
|
|
|
$
|
58
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
938
|
|
|
926
|
|
|
709
|
|
|
736
|
|
|
8
|
|
|
8
|
|
||||||
Expected return on plan assets
|
(1,356
|
)
|
|
(1,336
|
)
|
|
(787
|
)
|
|
(794
|
)
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||||
Recognized actuarial loss (gain)
|
214
|
|
|
234
|
|
|
109
|
|
|
137
|
|
|
(51
|
)
|
|
(60
|
)
|
||||||
Net (benefit) cost
|
$
|
(140
|
)
|
|
$
|
(118
|
)
|
|
$
|
31
|
|
|
$
|
79
|
|
|
$
|
(39
|
)
|
|
$
|
(48
|
)
|
17.
|
Restructuring
|
|
|
Total Project Expense
|
|
|
|
Current
|
|
Year
|
|
Expected
|
|
|
||||||||||||||||
|
|
|
2015
|
|
Quarter
|
|
to Date
|
|
Future Expense
|
|
Income Statement
|
|||||||||||||||||
(in millions)
|
|
Low
|
High
|
|
Expense
|
|
Expense
|
|
Expense
|
|
Low
|
High
|
|
Classification
|
||||||||||||||
Edgewood Wire Harness
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Separation costs
|
|
$
|
0.3
|
|
$
|
0.3
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
—
|
|
—
|
|
|
Cost of revenues
|
||
Facility and other costs
|
|
0.1
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
—
|
|
|
Cost of revenues
|
|||||||
Total
|
|
$
|
0.4
|
|
$
|
0.4
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
0.3
|
|
|
—
|
|
—
|
|
|
|
||
Piedmont Seating
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Separation costs
|
|
$
|
0.3
|
|
$
|
0.5
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
—
|
|
$
|
0.2
|
|
|
Cost of revenues
|
|
Facility and other costs
|
|
2.0
|
|
2.5
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
1.9
|
|
2.4
|
|
|
Cost of revenues
|
|||||||
Total
|
|
$
|
2.3
|
|
$
|
3.0
|
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
1.9
|
|
$
|
2.6
|
|
|
|
Monona Wire Harness
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Separation costs
|
|
$
|
0.5
|
|
$
|
0.7
|
|
|
$
|
0.2
|
|
|
—
|
|
|
—
|
|
|
$
|
0.3
|
|
$
|
0.5
|
|
|
Cost of revenues
|
||
Facility and other costs
|
|
0.5
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
0.6
|
|
|
Cost of revenues
|
|||||||
Total
|
|
$
|
1.0
|
|
$
|
1.3
|
|
|
$
|
0.2
|
|
|
—
|
|
|
—
|
|
|
$
|
0.8
|
|
$
|
1.1
|
|
|
|
||
Shadyside Stamping
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Separation costs
|
|
$
|
1.0
|
|
$
|
1.3
|
|
|
$
|
0.2
|
|
|
—
|
|
|
—
|
|
|
$
|
0.8
|
|
$
|
1.1
|
|
|
Cost of revenues
|
||
Facility and other costs
|
|
2.1
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
2.5
|
|
|
Cost of revenues
|
|||||||
Total
|
|
$
|
3.1
|
|
$
|
3.8
|
|
|
$
|
0.2
|
|
|
—
|
|
|
—
|
|
|
$
|
2.9
|
|
$
|
3.6
|
|
|
|
||
China
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Separation costs
|
|
$
|
0.2
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
Cost of revenues
|
||||
Total
|
|
$
|
0.2
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
|
||||
Other Restructuring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Separation costs
|
|
$
|
0.3
|
|
$
|
0.4
|
|
|
—
|
|
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
$
|
0.3
|
|
|
Cost of revenues
|
||
Separation costs
|
|
0.1
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
—
|
|
|
Selling, general and administrative
|
|||||||
Facility and other costs
|
|
0.6
|
|
1.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
1.8
|
|
|
Cost of revenues
|
|||||||
Total
|
|
$
|
1.0
|
|
$
|
2.3
|
|
|
—
|
|
|
—
|
|
|
$
|
0.2
|
|
|
$
|
0.8
|
|
$
|
2.1
|
|
|
|
||
Total Restructuring
|
|
$
|
8.0
|
|
$
|
11.0
|
|
|
$
|
0.8
|
|
|
$
|
0.5
|
|
|
$
|
0.8
|
|
|
$
|
6.4
|
|
$
|
9.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
||||||||||
|
Employee Costs
|
|
Facility Exit and Other Costs
|
|
Total
|
||||||
Balance - December 31, 2015
|
$
|
542
|
|
|
$
|
43
|
|
|
$
|
585
|
|
Provisions
|
464
|
|
|
304
|
|
|
768
|
|
|||
Utilizations
|
(339
|
)
|
|
(199
|
)
|
|
(538
|
)
|
|||
Balance - June 30, 2016
|
$
|
667
|
|
|
$
|
148
|
|
|
$
|
815
|
|
|
|
|
|
|
|
||||||
|
2015
|
||||||||||
|
Employee Costs
|
|
Facility Exit and Other Costs
|
|
Total
|
||||||
Balance - December 31, 2014
|
$
|
531
|
|
|
$
|
72
|
|
|
$
|
603
|
|
Provisions
|
36
|
|
|
1,106
|
|
|
1,142
|
|
|||
Utilizations
|
(345
|
)
|
|
(1,178
|
)
|
|
(1,523
|
)
|
|||
Balance - June 30, 2015
|
$
|
222
|
|
|
$
|
—
|
|
|
$
|
222
|
|
|
Three Months Ended June 30,
|
|
||||||||||||
|
(in thousands)
|
|
||||||||||||
|
2016
|
|
2015
|
|
||||||||||
Revenues
|
$
|
178,251
|
|
|
100.0
|
%
|
|
$
|
217,617
|
|
|
100.0
|
%
|
|
Cost of revenues
|
153,920
|
|
|
86.4
|
|
|
188,111
|
|
|
86.4
|
|
|
||
Gross profit
|
24,331
|
|
|
13.6
|
|
|
29,506
|
|
|
13.6
|
|
|
||
Selling, general and administrative expenses
|
15,585
|
|
|
8.7
|
|
|
17,585
|
|
|
8.1
|
|
|
||
Amortization expense
|
319
|
|
|
0.2
|
|
|
333
|
|
|
0.2
|
|
|
||
Operating income
|
8,427
|
|
|
4.7
|
|
|
11,588
|
|
|
5.3
|
|
|
||
Interest and Other expense
|
4,926
|
|
|
2.8
|
|
|
5,056
|
|
|
2.3
|
|
|
||
Income before provision for income taxes
|
3,501
|
|
|
1.9
|
|
|
6,532
|
|
|
3.0
|
|
|
||
Provision for income taxes
|
781
|
|
|
0.4
|
|
|
3,327
|
|
|
1.5
|
|
|
||
Net income
|
2,720
|
|
|
1.5
|
|
|
3,205
|
|
|
1.5
|
|
|
||
Less: Non-controlling interest in subsidiary’s income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||
Net income attributable to CVG stockholders
|
$
|
2,720
|
|
|
1.5
|
%
|
|
$
|
3,205
|
|
|
1.5
|
%
|
|
•
|
a $32.7 million, or 30.1%, decrease in OEM North American MD/HD Truck revenues;
|
•
|
a $3.4 million, or 8.7%, decrease in construction revenues;
|
•
|
a $4.5 million, or 12.6%, decrease in aftermarket revenues; and
|
•
|
a $1.3 million, or 3.3%, increase in other revenues.
|
|
Three Months Ended June 30,
|
||||||||||||
|
(amounts in thousands)
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
Revenues
|
$
|
112,126
|
|
|
100.0
|
%
|
|
$
|
149,345
|
|
|
100.0
|
%
|
Gross Profit
|
14,432
|
|
|
12.9
|
|
|
22,885
|
|
|
15.3
|
|
||
Depreciation and Amortization Expense
|
2,190
|
|
|
2.0
|
|
|
2,214
|
|
|
1.5
|
|
||
Selling, General & Administrative Expenses
|
5,642
|
|
|
5.0
|
|
|
7,492
|
|
|
5.0
|
|
||
Operating Income
|
8,506
|
|
|
7.6
|
|
|
15,095
|
|
|
10.1
|
|
•
|
a $34.0 million, or 32.2%, decrease in OEM North American MD/HD Truck revenues; and
|
•
|
a $3.2 million, or 7.4%, decrease in other revenues.
|
|
Three Months Ended June 30,
|
||||||||||||
|
(amounts in thousands)
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
Revenues
|
$
|
68,525
|
|
|
100.0
|
%
|
|
$
|
70,697
|
|
|
100.0
|
%
|
Gross Profit
|
10,270
|
|
|
15.0
|
|
|
7,570
|
|
|
10.7
|
|
||
Depreciation and Amortization Expense
|
1,336
|
|
|
1.9
|
|
|
1,489
|
|
|
2.1
|
|
||
Selling, General & Administrative Expenses
|
4,780
|
|
|
7.0
|
|
|
4,690
|
|
|
6.6
|
|
||
Operating Income
|
5,455
|
|
|
8.0
|
|
|
2,845
|
|
|
4.0
|
|
•
|
a $2.6 million, or 7.3%, decrease in OEM construction revenues;
|
•
|
a $1.8 million, or 13.9%, decrease in aftermarket revenues; and
|
•
|
a $2.2 million, or 9.8%, increase in other revenues.
|
|
Six Months Ended June 30,
|
||||||||||||
|
(in thousands)
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
Revenues
|
$
|
358,543
|
|
|
100.0
|
%
|
|
$
|
437,920
|
|
|
100.0
|
%
|
Cost of revenues
|
308,507
|
|
|
86.0
|
|
|
379,340
|
|
|
86.6
|
|
||
Gross profit
|
50,036
|
|
|
14.0
|
|
|
58,580
|
|
|
13.4
|
|
||
Selling, general and administrative expenses
|
32,376
|
|
|
9.0
|
|
|
35,124
|
|
|
8.0
|
|
||
Amortization expense
|
652
|
|
|
0.3
|
|
|
669
|
|
|
0.2
|
|
||
Operating income
|
17,008
|
|
|
4.7
|
|
|
22,787
|
|
|
5.2
|
|
||
Interest and Other expense
|
9,784
|
|
|
2.7
|
|
|
10,153
|
|
|
2.3
|
|
||
Income before provision for income taxes
|
7,224
|
|
|
2.0
|
|
|
12,634
|
|
|
2.9
|
|
||
Provision for income taxes
|
1,941
|
|
|
0.6
|
|
|
5,836
|
|
|
1.3
|
|
||
Net income
|
5,283
|
|
|
1.4
|
|
|
6,798
|
|
|
1.6
|
|
||
Less: Non-controlling interest in subsidiary’s income
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||
Net income attributable to CVG stockholders
|
$
|
5,283
|
|
|
1.4
|
%
|
|
$
|
6,797
|
|
|
1.6
|
%
|
•
|
a $61.4 million, or 28.7%, decrease in OEM North American MD/HD Truck revenues;
|
•
|
a $14.1 million, or 17.0%, decrease in construction revenues;
|
•
|
a $6.5 million, or 9.6%, decrease in aftermarket revenues; and
|
•
|
a $2.6 million, or 3.7%, increase in other revenues.
|
|
Six months ended June 30, 2015
|
||||||||||||
|
(amounts in thousands)
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
Revenues
|
$
|
228,630
|
|
|
100.0
|
%
|
|
$
|
295,251
|
|
|
100.0
|
%
|
Gross Profit
|
32,255
|
|
|
14.1
|
|
|
44,230
|
|
|
15.0
|
|
||
Depreciation and Amortization Expense
|
4,224
|
|
|
1.8
|
|
|
4,438
|
|
|
1.5
|
|
||
Selling, General & Administrative Expenses
|
12,137
|
|
|
5.3
|
|
|
14,438
|
|
|
4.9
|
|
||
Operating Income
|
19,535
|
|
|
8.5
|
|
|
29,195
|
|
|
9.9
|
|
•
|
a $62.7 million, or 30.2%, decrease in OEM North American MD/HD Truck revenues;
|
•
|
a $2.7 million, or 6.3%, decrease in aftermarket revenues; and
|
•
|
a $1.2 million, or 2.7%, decrease in other revenues.
|
|
Six months ended June 30, 2015
|
||||||||||||
|
(amounts in thousands)
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
Revenues
|
$
|
134,293
|
|
|
100.0
|
%
|
|
$
|
148,744
|
|
|
100.0
|
%
|
Gross Profit
|
18,576
|
|
|
13.8
|
|
|
16,261
|
|
|
10.9
|
|
||
Depreciation and Amortization Expense
|
2,857
|
|
|
2.1
|
|
|
3,005
|
|
|
2.0
|
|
||
Selling, General & Administrative Expenses
|
9,271
|
|
|
6.9
|
|
|
9,731
|
|
|
6.5
|
|
||
Operating Income
|
9,235
|
|
|
6.9
|
|
|
6,459
|
|
|
4.3
|
|
•
|
a $12.2 million, or 15.8%, decrease in OEM construction revenues;
|
•
|
a $3.8 million, or 15.1%, decrease in aftermarket revenues; and
|
•
|
a $1.6 million, or 3.3%, increase in other revenues.
|
•
|
A facility in the amount of $40.0 million with the ability to increase to up to an additional $35.0 million under certain conditions;
|
•
|
Availability is subject to borrowing base limitations and an availability block equal to the amount of debt Bank of America, N.A. or its affiliates makes available to the Company’s foreign subsidiaries;
|
•
|
Availability of up to an aggregate amount of $10.0 million for the issuance of letters of credit, which reduces the total amount available;
|
•
|
Extension of the maturity date to November 15, 2018;
|
•
|
Amendments to certain covenants to provide additional flexibility, including (i) conditional permitted distributions, permitted foreign investments, and permitted acquisitions on minimum availability, fixed charge coverage ratio and other requirements, and (ii) permitting certain sale-leaseback transactions;
|
•
|
Permitting repurchase of the Company’s 7.875% notes due 2019 under certain circumstances; and
|
•
|
Reduction of the fixed charge coverage ratio maintenance requirement to 1.0:1.0 and reduction of the availability threshold for triggering compliance with the fixed charge coverage ratio, as described below.
|
Level
|
|
Average Daily
Availability
|
|
Base
Rate
Loans
|
|
LIBOR
Revolver
Loans
|
||
III
|
|
≥ $20,000,000
|
|
0.50
|
%
|
|
1.50
|
%
|
II
|
|
> $10,000,000 but < $20,000,000
|
|
0.75
|
%
|
|
1.75
|
%
|
I
|
|
≤ $10,000,000
|
|
1.00
|
%
|
|
2.00
|
%
|
•
|
nonpayment of principal or interest when due;
|
•
|
breach of covenants or other agreements in the 7.875% Notes Indenture;
|
•
|
defaults in payment of certain other indebtedness;
|
•
|
certain events of bankruptcy or insolvency; and
|
•
|
certain defaults with respect to the security interests.
|
10.1
|
Retention Bonus Agreement for C. Timothy Trenary
|
10.2
|
Retention Bonus Agreement for Joseph Saoud
|
31.1
|
302 Certification by Patrick E. Miller, President and Chief Executive Officer.
|
31.2
|
302 Certification by C. Timothy Trenary, Chief Financial Officer.
|
32.1
|
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
|
Interactive Data Files
|
|
COMMERCIAL VEHICLE GROUP, INC.
|
|
|
|
|
Date: August 3, 2016
|
By:
|
/s/ C. Timothy Trenary
|
|
|
C. Timothy Trenary
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Date: August 3, 2016
|
By:
|
/s/ Stacie N. Fleming
|
|
|
Stacie N. Fleming
|
|
|
Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
|
|
From:
|
Laura L. Macias
|
Re:
|
Retention Bonus Letter Agreement
|
•
|
The Agreement will commence effective March 22, 2016, and will end on March 21, 2018;
|
•
|
The Company will pay you a cash retention bonus in the gross amount of $75,000 provided you remain actively employed and in good standing through the end date of this Agreement;
|
•
|
The retention bonus payment is subject to regular tax withholdings and other authorized deductions;
|
•
|
The retention bonus payment will be made under this Agreement in the first regularly scheduled payroll following the end of the Agreement period;
|
•
|
This retention bonus opportunity does not replace or affect any annual incentive award opportunity or long term incentive award opportunity you may have;
|
•
|
In the event the Company terminates your employment without Cause (as described in your Change in Control Agreement) during the Agreement period, you shall be entitled to receive a pro rata retention bonus payment based on services completed through such termination period;
|
•
|
In the event you resign or the Company terminates you for Cause (as described in your Change in Control Agreement) during the Agreement period, you shall not be entitled to receive any portion of the retention bonus payment; and
|
•
|
This Agreement does not change the nature of your employment relationship with the Company and does not guarantee your employment for any specified period of time.
|
C. Timothy Trenary
|
Date
|
|
|
|
To:
|
Joseph Saoud
|
From:
|
Laura L. Macias
|
Re:
|
Retention Bonus Letter Agreement
|
•
|
The Agreement will commence effective March 22, 2016, and will end on March 21, 2018;
|
•
|
The Company will pay you a cash retention bonus in the gross amount of $75,000 provided you remain actively employed and in good standing through the end date of this Agreement;
|
•
|
The retention bonus payment is subject to regular tax withholdings and other authorized deductions;
|
•
|
The retention bonus payment will be made under this Agreement in the first regularly scheduled payroll following the end of the Agreement period;
|
•
|
This retention bonus opportunity does not replace or affect any annual incentive award opportunity or long term incentive award opportunity you may have;
|
•
|
In the event the Company terminates your employment without Cause (as described in your Change in Control Agreement) during the Agreement period, you shall be entitled to receive a pro rata retention bonus payment based on services completed through such termination period;
|
•
|
In the event you resign or the Company terminates you for Cause (as described in your Change in Control Agreement) during the Agreement period, you shall not be entitled to receive any portion of the retention bonus payment; and
|
•
|
This Agreement does not change the nature of your employment relationship with the Company and does not guarantee your employment for any specified period of time.
|
Joseph Saoud
|
Date
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Commercial Vehicle Group, Inc. and Subsidiaries;
|
2.
|
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|
3.
|
Based on my knowledge, the financial statements, and other information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and audit committee of the registrant’s board of directors (or persons performing the equivalent function):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Patrick E. Miller
|
Patrick E. Miller
|
President and Chief Executive Officer
|
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Commercial Vehicle Group, Inc. and Subsidiaries;
|
2.
|
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|
3.
|
Based on my knowledge, the financial statements, and other information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and audit committee of the registrant’s board of directors (or persons performing the equivalent function):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ C. Timothy Trenary
|
C. Timothy Trenary
|
Chief Financial Officer
|
(Principal Financial Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ Patrick E. Miller
|
Patrick E. Miller
|
President and Chief Executive Officer
|
(Principal Executive Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ C. Timothy Trenary
|
C. Timothy Trenary
|
Chief Financial Officer
|
(Principal Financial Officer)
|