|
|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
41-1990662
(I.R.S. Employer
Identification No.)
|
7800 Walton Parkway
New Albany, Ohio
(Address of principal executive offices)
|
43054
(Zip Code)
|
|
Large accelerated filer
|
¨
|
|
Accelerated filer
|
x
|
Non-accelerated filer
|
¨
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
|
|
|
Emerging growth company
|
¨
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
|
¨
|
|
|
|
PART I FINANCIAL INFORMATION
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
|
(Unaudited)
|
|
(Unaudited)
|
||||
|
(In thousands, except share and per
share amounts)
|
||||||
Assets
|
|||||||
Current Assets:
|
|
|
|
||||
Cash
|
$
|
118,997
|
|
|
$
|
130,160
|
|
Accounts receivable, net of allowances of $3,877 and $3,881, respectively
|
113,827
|
|
|
97,793
|
|
||
Inventories
|
76,443
|
|
|
71,054
|
|
||
Other current assets
|
16,542
|
|
|
9,941
|
|
||
Total current assets
|
325,809
|
|
|
308,948
|
|
||
Property, plant and equipment, net of accumulated depreciation of $136,200 and $137,879, respectively
|
65,027
|
|
|
66,041
|
|
||
Goodwill
|
7,955
|
|
|
7,703
|
|
||
Intangible assets, net of accumulated amortization of $7,492 and $7,048, respectively
|
15,452
|
|
|
15,511
|
|
||
Deferred income taxes
|
29,654
|
|
|
28,587
|
|
||
Other assets, net
|
2,259
|
|
|
1,975
|
|
||
Total assets
|
$
|
446,156
|
|
|
$
|
428,765
|
|
Liabilities and Stockholders’ Equity
|
|||||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
74,120
|
|
|
$
|
60,556
|
|
Accrued liabilities and other
|
46,340
|
|
|
45,699
|
|
||
Current portion of long-term debt
|
66,337
|
|
|
—
|
|
||
Total current liabilities
|
186,797
|
|
|
106,255
|
|
||
Long-term debt
|
167,015
|
|
|
233,154
|
|
||
Pension and other post-retirement benefits
|
19,069
|
|
|
18,938
|
|
||
Other long-term liabilities
|
3,239
|
|
|
2,728
|
|
||
Total liabilities
|
376,120
|
|
|
361,075
|
|
||
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; 29,873,953 and 29,871,354 shares issued and outstanding, respectively)
|
299
|
|
|
299
|
|
||
Treasury stock, at cost: 1,014,413 shares, as of March 2017 and December 2016
|
(7,753
|
)
|
|
(7,753
|
)
|
||
Additional paid-in capital
|
238,003
|
|
|
237,367
|
|
||
Retained Deficit
|
(112,750
|
)
|
|
(113,378
|
)
|
||
Accumulated other comprehensive loss
|
(47,763
|
)
|
|
(48,845
|
)
|
||
Total stockholders’ equity
|
70,036
|
|
|
67,690
|
|
||
Total liabilities and stockholders’ equity
|
$
|
446,156
|
|
|
$
|
428,765
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Unaudited)
(In thousands, except per
share amounts)
|
||||||
Revenues
|
$
|
173,416
|
|
|
$
|
180,291
|
|
Cost of Revenues
|
151,913
|
|
|
154,587
|
|
||
Gross Profit
|
21,503
|
|
|
25,704
|
|
||
Selling, General and Administrative Expenses
|
16,619
|
|
|
16,790
|
|
||
Amortization Expense
|
327
|
|
|
334
|
|
||
Operating Income
|
4,557
|
|
|
8,580
|
|
||
Interest and Other Expense
|
4,565
|
|
|
4,857
|
|
||
(Loss) Income Before Provision for Income Taxes
|
(8
|
)
|
|
3,723
|
|
||
(Benefit) Provision for Income Taxes
|
(636
|
)
|
|
1,160
|
|
||
Net Income
|
$
|
628
|
|
|
$
|
2,563
|
|
Earnings per Common Share:
|
|
|
|
||||
Basic and Diluted
|
$
|
0.02
|
|
|
$
|
0.09
|
|
Weighted Average Shares Outstanding:
|
|
|
|
||||
Basic
|
29,872
|
|
|
29,449
|
|
||
Diluted
|
30,194
|
|
|
29,509
|
|
||
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Unaudited)
|
|
(Unaudited)
|
||||
|
(In thousands)
|
||||||
Net income
|
$
|
628
|
|
|
$
|
2,563
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Foreign currency exchange translation adjustments
|
1,822
|
|
|
305
|
|
||
Minimum pension liability, net of tax
|
(740
|
)
|
|
109
|
|
||
Other comprehensive income
|
1,082
|
|
|
414
|
|
||
Comprehensive income
|
$
|
1,710
|
|
|
$
|
2,977
|
|
|
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, 2016
|
29,871
|
|
|
$
|
299
|
|
|
$
|
(7,753
|
)
|
|
$
|
237,367
|
|
|
$
|
(113,378
|
)
|
|
$
|
(48,845
|
)
|
|
$
|
67,690
|
|
Share-based compensation expense
|
3
|
|
|
—
|
|
|
—
|
|
|
636
|
|
|
—
|
|
|
—
|
|
|
636
|
|
||||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
628
|
|
|
1,082
|
|
|
1,710
|
|
||||||
BALANCE - March 31, 2017
|
29,874
|
|
|
$
|
299
|
|
|
$
|
(7,753
|
)
|
|
$
|
238,003
|
|
|
$
|
(112,750
|
)
|
|
$
|
(47,763
|
)
|
|
$
|
70,036
|
|
|
Three months ended March,
|
||||||
|
2017
|
|
2016
|
||||
|
(Unaudited)
|
|
(Unaudited)
|
||||
|
(In thousands)
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net Income
|
$
|
628
|
|
|
$
|
2,563
|
|
Adjustments to reconcile net income to cash (used in) provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
3,916
|
|
|
4,411
|
|
||
Impairment of equipment held for sale
|
—
|
|
|
616
|
|
||
Provision for doubtful accounts and bad debt
|
809
|
|
|
1,308
|
|
||
Noncash amortization of debt financing costs
|
210
|
|
|
210
|
|
||
Pension plan contribution
|
(734
|
)
|
|
(759
|
)
|
||
Shared-based compensation expense
|
636
|
|
|
708
|
|
||
Loss on disposal of assets
|
150
|
|
|
132
|
|
||
Deferred income taxes
|
(1,030
|
)
|
|
968
|
|
||
Noncash gain on forward currency exchange contracts
|
(1,555
|
)
|
|
(172
|
)
|
||
Change in other operating items:
|
|
|
|
||||
Accounts receivable
|
(16,340
|
)
|
|
(5,961
|
)
|
||
Inventories
|
(4,890
|
)
|
|
4,549
|
|
||
Prepaid expenses
|
(4,296
|
)
|
|
(1,881
|
)
|
||
Accounts payable
|
12,908
|
|
|
(5,327
|
)
|
||
Other operating activities, net
|
2,206
|
|
|
5,556
|
|
||
Net cash (used in) provided by operating activities
|
(7,382
|
)
|
|
6,921
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
||||
Purchases of property, plant and equipment
|
(4,461
|
)
|
|
(1,664
|
)
|
||
Proceeds from disposal/sale of property, plant and equipment
|
104
|
|
|
—
|
|
||
Net cash used in investing activities
|
(4,357
|
)
|
|
(1,664
|
)
|
||
|
|
|
|
||||
Effect of Foreign Currency Exchange Rate Changes on Cash
|
576
|
|
|
346
|
|
||
|
|
|
|
||||
Net (Decrease) Increase in Cash
|
(11,163
|
)
|
|
5,603
|
|
||
|
|
|
|
||||
Cash:
|
|
|
|
||||
Beginning of period
|
130,160
|
|
|
92,194
|
|
||
End of period
|
$
|
118,997
|
|
|
$
|
97,797
|
|
Supplemental Cash Flow Information:
|
|
|
|
||||
Cash paid for interest
|
$
|
36
|
|
|
$
|
75
|
|
Cash paid for income taxes, net
|
$
|
713
|
|
|
$
|
345
|
|
Unpaid purchases of property and equipment included in accounts payable
|
$
|
226
|
|
|
$
|
621
|
|
•
|
Seats, Trim, sleeper boxes, 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 in North America.
|
•
|
electronic wire harness assemblies and Seats for 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.
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Derivative assets
1
|
$
|
483
|
|
|
$
|
—
|
|
|
$
|
483
|
|
|
|
|
|
$
|
142
|
|
|
$
|
—
|
|
|
$
|
142
|
|
|
$
|
—
|
|
|
Derivative liabilities
1
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
1,234
|
|
|
$
|
—
|
|
|
$
|
1,234
|
|
|
$
|
—
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying
Amount (a)
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
Debt, net of deferred financing costs
|
$
|
233,352
|
|
|
$
|
233,352
|
|
|
$
|
233,154
|
|
|
$
|
231,391
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Net income
|
$
|
628
|
|
|
$
|
2,563
|
|
Weighted average number of common shares outstanding
|
29,872
|
|
|
29,449
|
|
||
Dilutive effect of restricted stock grants after application
of the treasury stock method |
322
|
|
|
60
|
|
||
Dilutive shares outstanding
|
30,194
|
|
|
29,509
|
|
||
Basic and diluted earnings per share
|
$
|
0.02
|
|
|
$
|
0.09
|
|
Grant
|
|
Shares
|
|
Vesting Schedule
|
|
Unearned
Compensation
(in millions)
|
|
Remaining
Periods
(in months)
|
|||
October 2014
|
|
506,171
|
|
|
3 equal annual installments commencing on October 20, 2015
|
|
$
|
0.4
|
|
|
7
|
April 2015
|
|
27,174
|
|
|
3 equal annual installments commencing on October 20, 2015
|
|
$
|
—
|
|
|
7
|
October 2015
|
|
595,509
|
|
|
3 equal annual installments commencing on October 20, 2016
|
|
$
|
0.9
|
|
|
19
|
January/March 2016
|
|
62,610
|
|
|
3 equal annual installments commencing on October 20, 2016
|
|
$
|
—
|
|
|
19
|
October 2016
|
|
410,751
|
|
|
3 equal annual installments commencing on October 20, 2017
|
|
$
|
1.9
|
|
|
31
|
October 2016
|
|
97,951
|
|
|
fully vests as of October 20, 2017
|
|
$
|
0.3
|
|
|
7
|
|
Three Months Ended March 31,
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
|
Shares
(000’s) |
|
Weighted-
Average Grant-Date Fair Value |
|
Shares
(000’s) |
|
Weighted-
Average Grant-Date Fair Value |
||||||
Nonvested at December 31
|
981
|
|
|
$
|
4.70
|
|
|
1,128
|
|
|
$
|
4.24
|
|
Granted
|
—
|
|
|
—
|
|
|
63
|
|
|
2.49
|
|
||
Vested
|
(3
|
)
|
|
4.89
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
4.86
|
|
||
Nonvested at March 31
|
978
|
|
|
$
|
4.70
|
|
|
1,173
|
|
|
$
|
4.35
|
|
Grant Date
|
|
Vesting Schedule
|
|
Grant Amount
|
|
Forfeitures/ Adjustments
|
|
Payments
|
|
Grant Value at March 31, 2017
|
|
Unrecognized Compensation
|
|
Remaining Periods (in Months) to Vesting
|
||||||||||
November 2014
|
|
October 2017
|
|
$
|
2,087
|
|
|
$
|
(1,062
|
)
|
|
$
|
—
|
|
|
$
|
1,025
|
|
|
$
|
171
|
|
|
7
|
November 2015
|
|
October 2018
|
|
1,487
|
|
|
(160
|
)
|
|
—
|
|
|
1,327
|
|
|
664
|
|
|
19
|
|||||
November 2016
|
|
October 2019
|
|
1,434
|
|
|
—
|
|
|
—
|
|
|
1,434
|
|
|
1,195
|
|
|
31
|
|||||
|
|
|
|
$
|
5,008
|
|
|
$
|
(1,222
|
)
|
|
$
|
—
|
|
|
$
|
3,786
|
|
|
$
|
2,030
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Raw materials
|
$
|
50,951
|
|
|
$
|
46,352
|
|
Work in process
|
11,561
|
|
|
11,234
|
|
||
Finished goods
|
13,931
|
|
|
13,468
|
|
||
|
$
|
76,443
|
|
|
$
|
71,054
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Balance — Beginning
|
$
|
7,703
|
|
|
$
|
7,834
|
|
Currency translation adjustment
|
252
|
|
|
(131
|
)
|
||
Balance — Ending
|
$
|
7,955
|
|
|
$
|
7,703
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||
|
Weighted-
Average Amortization Period |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
||||||||||||
Definite-lived intangible
assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks/Tradenames
|
23 years
|
|
$
|
8,448
|
|
|
$
|
(3,308
|
)
|
|
$
|
5,140
|
|
|
$
|
8,378
|
|
|
$
|
(3,193
|
)
|
|
$
|
5,185
|
|
Customer relationships
|
15 years
|
|
14,496
|
|
|
(4,184
|
)
|
|
10,312
|
|
|
14,181
|
|
|
(3,855
|
)
|
|
10,326
|
|
||||||
|
|
|
$
|
22,944
|
|
|
$
|
(7,492
|
)
|
|
$
|
15,452
|
|
|
$
|
22,559
|
|
|
$
|
(7,048
|
)
|
|
$
|
15,511
|
|
Fiscal Year Ended December 31,
|
Estimated
Amortization
Expense
|
||
2017
|
$
|
1,314
|
|
2018
|
1,316
|
|
|
2019
|
1,316
|
|
|
2020
|
1,186
|
|
|
2021
|
1,186
|
|
|
2022
|
1,186
|
|
Balance — December 31, 2016
|
$
|
5,552
|
|
Provision for new warranty claims
|
602
|
|
|
Change in provision for preexisting warranty claims
|
(36
|
)
|
|
Deduction for payments made
|
(1,283
|
)
|
|
Currency translation adjustment
|
18
|
|
|
Balance — March 31, 2017
|
$
|
4,853
|
|
|
March 31, 2017 (a)
|
|
December 31, 2016
|
||||
7.875% senior secured notes due April 15, 2019
|
$
|
233,352
|
|
|
$
|
233,154
|
|
|
Three months ended March 31, 2017
|
||||||||||||||
|
Global
Truck & Bus |
|
Global
Construction & Agriculture |
|
Corporate/
Other |
|
Total
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
External Revenues
|
$
|
101,864
|
|
|
$
|
71,552
|
|
|
$
|
—
|
|
|
$
|
173,416
|
|
Intersegment Revenues
|
225
|
|
|
1,953
|
|
|
(2,178
|
)
|
|
—
|
|
||||
Total Revenues
|
$
|
102,089
|
|
|
$
|
73,505
|
|
|
$
|
(2,178
|
)
|
|
$
|
173,416
|
|
Gross Profit
|
$
|
14,038
|
|
|
$
|
7,822
|
|
|
$
|
(357
|
)
|
|
$
|
21,503
|
|
Depreciation and Amortization Expense
|
$
|
2,063
|
|
|
$
|
1,223
|
|
|
$
|
630
|
|
|
$
|
3,916
|
|
Selling, General & Administrative Expenses
|
$
|
5,453
|
|
|
$
|
4,483
|
|
|
$
|
6,683
|
|
|
$
|
16,619
|
|
Operating Income
|
$
|
8,293
|
|
|
$
|
3,305
|
|
|
$
|
(7,041
|
)
|
|
$
|
4,557
|
|
Capital and Other Items:
|
|
|
|
|
|
|
|
||||||||
Capital Expenditures
|
$
|
3,212
|
|
|
$
|
1,216
|
|
|
$
|
259
|
|
|
$
|
4,687
|
|
Other Items
1
|
$
|
640
|
|
|
$
|
108
|
|
|
$
|
2,377
|
|
|
$
|
3,125
|
|
|
Three months ended March 31, 2016
|
||||||||||||||
|
Global
Truck & Bus |
|
Global
Construction & Agriculture |
|
Corporate/
Other |
|
Total
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
External Revenues
|
$
|
116,283
|
|
|
$
|
64,008
|
|
|
$
|
—
|
|
|
$
|
180,291
|
|
Intersegment Revenues
|
219
|
|
|
1,761
|
|
|
(1,980
|
)
|
|
—
|
|
||||
Total Revenues
|
$
|
116,502
|
|
|
$
|
65,769
|
|
|
$
|
(1,980
|
)
|
|
$
|
180,291
|
|
Gross Profit
|
$
|
17,823
|
|
|
$
|
8,306
|
|
|
$
|
(425
|
)
|
|
$
|
25,704
|
|
Depreciation and Amortization Expense
|
$
|
2,034
|
|
|
$
|
1,521
|
|
|
$
|
856
|
|
|
$
|
4,411
|
|
Selling, General & Administrative Expenses
|
$
|
6,495
|
|
|
$
|
4,491
|
|
|
$
|
5,804
|
|
|
$
|
16,790
|
|
Operating Income
|
$
|
11,029
|
|
|
$
|
3,780
|
|
|
$
|
(6,229
|
)
|
|
$
|
8,580
|
|
Capital and Other Items:
|
|
|
|
|
|
|
|
||||||||
Capital Expenditures
|
$
|
904
|
|
|
$
|
1,185
|
|
|
$
|
196
|
|
|
$
|
2,285
|
|
Other Items
1
|
$
|
91
|
|
|
$
|
110
|
|
|
$
|
687
|
|
|
$
|
888
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
U.S. $
Equivalent
|
|
U.S. $
Equivalent
Fair Value
|
|
U.S. $
Equivalent
|
|
U.S. $
Equivalent
Fair Value
|
||||||||
Commitments to buy or sell currencies
|
$
|
16,929
|
|
|
$
|
17,267
|
|
|
$
|
18,593
|
|
|
$
|
17,213
|
|
|
Asset Derivatives
|
||||||||||
|
March 31, 2017
|
|
December 31, 2016
|
||||||||
|
Balance Sheet
Location |
|
Fair Value
|
|
Balance Sheet
Location |
|
Fair Value
|
||||
Foreign exchange contracts
|
Other current assets
|
|
$
|
483
|
|
|
Other current assets
|
|
$
|
142
|
|
|
Liability Derivatives
|
||||||||||
|
March 31, 2017
|
|
December 31, 2016
|
||||||||
|
Balance Sheet
Location |
|
Fair Value
|
|
Balance Sheet
Location |
|
Fair Value
|
||||
Foreign exchange contracts
|
Accrued liabilities
|
|
$
|
19
|
|
|
Accrued liabilities
|
|
$
|
1,234
|
|
|
Foreign
currency translation adjustment |
|
Pension and
post-retirement
benefits plans
|
|
Accumulated other
comprehensive
loss
|
||||||
Ending balance, December 31, 2016
|
$
|
(24,313
|
)
|
|
$
|
(24,532
|
)
|
|
$
|
(48,845
|
)
|
Net current period change
|
1,822
|
|
|
—
|
|
|
1,822
|
|
|||
Reclassification adjustments for losses reclassified into income
|
—
|
|
|
(740
|
)
|
|
(740
|
)
|
|||
Ending balance, March 31, 2017
|
$
|
(22,491
|
)
|
|
$
|
(25,272
|
)
|
|
$
|
(47,763
|
)
|
|
Foreign
currency translation adjustment |
|
Pension and
post-retirement
benefit plans
|
|
Accumulated other
comprehensive
loss
|
||||||
Ending balance, December 31, 2015
|
$
|
(21,079
|
)
|
|
$
|
(18,575
|
)
|
|
$
|
(39,654
|
)
|
Net current period change
|
289
|
|
|
—
|
|
|
289
|
|
|||
Reclassification adjustments for losses reclassified into income
|
—
|
|
|
109
|
|
|
109
|
|
|||
Ending balance, March 31, 2016
|
$
|
(20,790
|
)
|
|
$
|
(18,466
|
)
|
|
$
|
(39,256
|
)
|
|
Three Months Ended
|
||||||||||
|
March 31, 2017
|
||||||||||
|
Before Tax
Amount |
|
Tax Expense
|
|
After Tax Amount
|
||||||
Retirement benefits adjustment
|
$
|
(957
|
)
|
|
$
|
217
|
|
|
$
|
(740
|
)
|
Cumulative translation adjustment
|
1,822
|
|
|
—
|
|
|
1,822
|
|
|||
Total other comprehensive income
|
$
|
865
|
|
|
$
|
217
|
|
|
$
|
1,082
|
|
|
Three Months Ended
|
||||||||||
|
March 31, 2016
|
||||||||||
|
Before Tax
Amount |
|
Tax Expense
|
|
After Tax
Amount |
||||||
Retirement benefits adjustment
|
$
|
143
|
|
|
$
|
(34
|
)
|
|
$
|
109
|
|
Cumulative translation adjustment
|
305
|
|
|
—
|
|
|
305
|
|
|||
Total other comprehensive loss
|
$
|
448
|
|
|
$
|
(34
|
)
|
|
$
|
414
|
|
|
U.S. Pension Plans and Other Post-Retirement Benefit Plans
|
|
Non-U.S. Pension Plans
|
||||||||||||
|
Three Months Ended March 31,
|
|
Three Months Ended March 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service cost
|
$
|
33
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
449
|
|
|
473
|
|
|
271
|
|
|
359
|
|
||||
Expected return on plan assets
|
(671
|
)
|
|
(678
|
)
|
|
(285
|
)
|
|
(398
|
)
|
||||
Amortization of prior service cost
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Recognized actuarial loss
|
89
|
|
|
82
|
|
|
115
|
|
|
55
|
|
||||
Net (benefit) cost
|
$
|
(98
|
)
|
|
$
|
(89
|
)
|
|
$
|
101
|
|
|
$
|
16
|
|
17.
|
Restructuring
|
|
|
Total Project Expense
|
|
|
|
|
Current
|
|
Expected
|
|
|
||||||||||||||||
|
|
|
2015
|
2016
|
|
Quarter
|
|
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
|
|
0.2
|
|
|
—
|
|
|
—
|
|
—
|
|
|
Cost of revenues
|
|||||||
Facility and other costs
|
|
0.1
|
|
0.1
|
|
|
—
|
|
0.1
|
|
|
—
|
|
|
—
|
|
—
|
|
|
Cost of revenues
|
|||||||
Total
|
|
$
|
0.4
|
|
$
|
0.4
|
|
|
$
|
0.1
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
|
Piedmont Seating
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Separation costs
|
|
0.7
|
|
0.9
|
|
|
0.1
|
|
0.5
|
|
|
—
|
|
|
0.1
|
|
0.3
|
|
|
Cost of revenues
|
|||||||
Facility and other costs
|
|
0.5
|
|
0.7
|
|
|
—
|
|
0.4
|
|
|
—
|
|
|
0.1
|
|
0.3
|
|
|
Cost of revenues
|
|||||||
Total
|
|
$
|
1.2
|
|
$
|
1.6
|
|
|
$
|
0.1
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
$
|
0.6
|
|
|
|
Monona Wire Harness
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Separation costs
|
|
0.8
|
|
1.4
|
|
|
0.2
|
|
0.3
|
|
|
0.1
|
|
|
0.2
|
|
0.8
|
|
|
Cost of revenues
|
|||||||
Facility and other costs
|
|
0.3
|
|
0.9
|
|
|
—
|
|
0.1
|
|
|
—
|
|
|
0.2
|
|
0.8
|
|
|
Cost of revenues
|
|||||||
Total
|
|
$
|
1.1
|
|
$
|
2.3
|
|
|
$
|
0.2
|
|
$
|
0.4
|
|
|
$
|
0.1
|
|
|
$
|
0.4
|
|
$
|
1.6
|
|
|
|
Shadyside Stamping
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Separation costs
|
|
2.5
|
|
2.8
|
|
|
0.2
|
|
1.5
|
|
|
0.5
|
|
|
0.3
|
|
0.6
|
|
|
Cost of revenues
|
|||||||
Facility and other costs
|
|
1.0
|
|
1.8
|
|
|
—
|
|
0.2
|
|
|
0.1
|
|
|
0.7
|
|
1.5
|
|
|
Cost of revenues
|
|||||||
Total
|
|
$
|
3.5
|
|
$
|
4.6
|
|
|
$
|
0.2
|
|
$
|
1.7
|
|
|
$
|
0.6
|
|
|
$
|
1.0
|
|
$
|
2.1
|
|
|
|
Other Restructuring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Separation costs
|
|
0.6
|
|
0.8
|
|
|
—
|
|
0.1
|
|
|
—
|
|
|
0.5
|
|
0.7
|
|
|
Cost of revenues
|
|||||||
Separation costs
|
|
0.3
|
|
0.3
|
|
|
0.2
|
|
0.1
|
|
|
—
|
|
|
—
|
|
—
|
|
|
Selling, general and administrative
|
|||||||
Facility and other costs
|
|
0.5
|
|
0.7
|
|
|
—
|
|
—
|
|
|
—
|
|
|
0.5
|
|
0.7
|
|
|
Cost of revenues
|
|||||||
Total
|
|
$
|
1.4
|
|
$
|
1.8
|
|
|
$
|
0.2
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
$
|
1.4
|
|
|
|
Total Restructuring
|
|
$
|
7.6
|
|
$
|
10.7
|
|
|
$
|
0.8
|
|
$
|
3.5
|
|
|
$
|
0.7
|
|
|
$
|
2.6
|
|
$
|
5.7
|
|
|
|
|
2017
|
||||||||||
|
Employee Costs
|
|
Facility Exit and Other Costs
|
|
Total
|
||||||
Balance - December 31, 2016
|
$
|
2,229
|
|
|
$
|
45
|
|
|
$
|
2,274
|
|
Provisions
|
607
|
|
|
141
|
|
|
748
|
|
|||
Utilizations
|
(440
|
)
|
|
(128
|
)
|
|
(568
|
)
|
|||
Balance - March 31, 2017
|
$
|
2,396
|
|
|
$
|
58
|
|
|
$
|
2,454
|
|
|
|
|
|
|
|
||||||
|
2016
|
||||||||||
|
Employee Costs
|
|
Facility Exit and Other Costs
|
|
Total
|
||||||
Balance - December 31, 2015
|
$
|
542
|
|
|
$
|
43
|
|
|
$
|
585
|
|
Provisions
|
208
|
|
|
65
|
|
|
273
|
|
|||
Utilizations
|
(155
|
)
|
|
(40
|
)
|
|
(195
|
)
|
|||
Balance - March 31, 2016
|
$
|
595
|
|
|
$
|
68
|
|
|
$
|
663
|
|
|
Three Months Ended March 31,
|
||||||||||||
|
(in thousands)
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
Revenues
|
$
|
173,416
|
|
|
100.0
|
%
|
|
$
|
180,291
|
|
|
100.0
|
%
|
Cost of revenues
|
151,913
|
|
|
87.6
|
|
|
154,587
|
|
|
85.7
|
|
||
Gross profit
|
21,503
|
|
|
12.4
|
|
|
25,704
|
|
|
14.3
|
|
||
Selling, general and administrative expenses
|
16,619
|
|
|
9.6
|
|
|
16,790
|
|
|
9.3
|
|
||
Amortization expense
|
327
|
|
|
0.2
|
|
|
334
|
|
|
0.2
|
|
||
Operating income
|
4,557
|
|
|
2.6
|
|
|
8,580
|
|
|
4.8
|
|
||
Interest and other expense
|
4,565
|
|
|
2.6
|
|
|
4,857
|
|
|
2.7
|
|
||
(Loss) income before provision for income taxes
|
(8
|
)
|
|
—
|
|
|
3,723
|
|
|
2.1
|
|
||
(Benefit) Provision for income taxes
|
(636
|
)
|
|
(0.4
|
)
|
|
1,160
|
|
|
0.6
|
|
||
Net income
|
$
|
628
|
|
|
0.4
|
%
|
|
$
|
2,563
|
|
|
1.4
|
%
|
•
|
a $11.1 million, or 14.2%, decrease in OEM North American MD/HD Truck revenues;
|
•
|
a $4.4 million, or 12.9%, increase in construction equipment revenues; and
|
•
|
a $0.2 million, or 0.3%, decrease in other revenues.
|
|
Three Months Ended March 31,
|
||||||||||||
|
(amounts in thousands)
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
Revenues
|
$
|
102,089
|
|
|
100.0
|
%
|
|
$
|
116,502
|
|
|
100.0
|
%
|
Gross Profit
|
14,038
|
|
|
13.8
|
|
|
17,823
|
|
|
15.3
|
|
||
Depreciation and Amortization Expense
|
2,063
|
|
|
2.0
|
|
|
2,034
|
|
|
1.7
|
|
||
Selling, General & Administrative Expenses
|
5,453
|
|
|
5.3
|
|
|
6,495
|
|
|
5.6
|
|
||
Operating Income
|
8,293
|
|
|
8.1
|
|
|
11,029
|
|
|
9.5
|
|
•
|
a $13.1 million, or 17.7%, decrease in OEM North American MD/HD Truck revenues; and
|
•
|
a $1.3 million, or 3.2%, decrease in other revenues.
|
|
Three Months Ended March 31,
|
||||||||||||
|
(amounts in thousands)
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
Revenues
|
$
|
73,505
|
|
|
100.0
|
%
|
|
$
|
65,769
|
|
|
100.0
|
%
|
Gross Profit
|
7,822
|
|
|
10.6
|
|
|
8,306
|
|
|
12.6
|
|
||
Depreciation and Amortization Expense
|
1,223
|
|
|
1.7
|
|
|
1,521
|
|
|
2.3
|
|
||
Selling, General & Administrative Expenses
|
4,483
|
|
|
6.1
|
|
|
4,491
|
|
|
6.8
|
|
||
Operating Income
|
3,305
|
|
|
4.5
|
|
|
3,780
|
|
|
5.7
|
|
•
|
a $3.9 million, or 12.3%, increase in OEM construction equipment revenues;
|
•
|
a $2.0 million, or 50.2%, increase in OEM truck revenues; and
|
•
|
a $1.8 million, or 6.2%, increase in other revenues.
|
|
COMMERCIAL VEHICLE GROUP, INC.
|
|
|
|
|
Date: May 5, 2017
|
By:
|
/s/ C. Timothy Trenary
|
|
|
C. Timothy Trenary
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Date: May 5, 2017
|
By:
|
/s/ Stacie N. Fleming
|
|
|
Stacie N. Fleming
|
|
|
Chief Accounting Officer
|
|
|
(Principal Accounting 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/ 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)
|