|
|
|
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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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)
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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)
|
|
Large accelerated filer
|
¨
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|
Accelerated filer
|
x
|
Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
|
|
|
Emerging growth company
|
¨
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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.
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¨
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|
|
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PART I FINANCIAL INFORMATION
|
|
|
|
|
|
|
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
|
(Unaudited)
|
|
(Unaudited)
|
||||
|
(In thousands, except share and per
share amounts)
|
||||||
Assets
|
|||||||
Current Assets:
|
|
|
|
||||
Cash
|
$
|
50,232
|
|
|
$
|
130,160
|
|
Accounts receivable, net of allowances of $4,418 and $3,881, respectively
|
128,282
|
|
|
97,793
|
|
||
Inventories
|
88,442
|
|
|
71,054
|
|
||
Other current assets
|
14,935
|
|
|
9,941
|
|
||
Total current assets
|
281,891
|
|
|
308,948
|
|
||
Property, plant and equipment, net of accumulated depreciation of $144,288 and $137,879, respectively
|
64,980
|
|
|
66,041
|
|
||
Goodwill
|
7,884
|
|
|
7,703
|
|
||
Intangible assets, net of accumulated amortization of $8,125 and $7,048, respectively
|
14,748
|
|
|
15,511
|
|
||
Deferred income taxes
|
29,044
|
|
|
28,587
|
|
||
Other assets, net
|
2,240
|
|
|
1,975
|
|
||
Total assets
|
$
|
400,787
|
|
|
$
|
428,765
|
|
Liabilities and Stockholders’ Equity
|
|||||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
91,713
|
|
|
$
|
60,556
|
|
Accrued liabilities and other
|
39,778
|
|
|
45,699
|
|
||
Current portion of long-term debt
|
3,184
|
|
|
—
|
|
||
Total current liabilities
|
134,675
|
|
|
106,255
|
|
||
Long-term debt
|
164,565
|
|
|
233,154
|
|
||
Pension and other post-retirement benefits
|
19,973
|
|
|
18,938
|
|
||
Other long-term liabilities
|
3,140
|
|
|
2,728
|
|
||
Total liabilities
|
322,353
|
|
|
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; 29,876,953 and 29,871,354 shares issued and outstanding, respectively)
|
299
|
|
|
299
|
|
||
Treasury stock, at cost: 1,014,413 shares, as of September 2017 and December 2016
|
(7,753
|
)
|
|
(7,753
|
)
|
||
Additional paid-in capital
|
239,209
|
|
|
237,367
|
|
||
Retained Deficit
|
(107,855
|
)
|
|
(113,378
|
)
|
||
Accumulated other comprehensive loss
|
(45,466
|
)
|
|
(48,845
|
)
|
||
Total stockholders’ equity
|
78,434
|
|
|
67,690
|
|
||
Total liabilities and stockholders’ equity
|
$
|
400,787
|
|
|
$
|
428,765
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|||||||
|
|
(Unaudited)
(In thousands, except per
share amounts)
|
|
(Unaudited)
(In thousands, except per share amounts) |
|||||||||||
Revenues
|
$
|
198,349
|
|
|
$
|
153,604
|
|
|
$
|
566,893
|
|
|
$
|
512,147
|
|
Cost of Revenues
|
|
173,199
|
|
|
134,685
|
|
|
497,539
|
|
|
443,192
|
|
|||
Gross Profit
|
|
25,150
|
|
|
18,919
|
|
|
69,354
|
|
|
68,955
|
|
|||
Selling, General and Administrative Expenses
|
|
14,136
|
|
|
14,126
|
|
|
45,557
|
|
|
46,502
|
|
|||
Amortization Expense
|
|
332
|
|
|
327
|
|
|
990
|
|
|
978
|
|
|||
Operating Income
|
|
10,682
|
|
|
4,466
|
|
|
22,807
|
|
|
21,475
|
|
|||
Interest and Other Expense
|
|
3,482
|
|
|
4,799
|
|
|
14,786
|
|
|
14,583
|
|
|||
Income (Loss) Before Provision for Income Taxes
|
|
7,200
|
|
|
(333
|
)
|
|
8,021
|
|
|
6,892
|
|
|||
Provision (Benefit) for Income Taxes
|
|
2,437
|
|
|
(1,480
|
)
|
|
2,498
|
|
|
461
|
|
|||
Net Income
|
$
|
4,763
|
|
|
$
|
1,147
|
|
|
$
|
5,523
|
|
|
$
|
6,431
|
|
Earnings per Common Share:
|
|
|
|
|
|
|
|
|
|||||||
Basic and Diluted
|
$
|
0.16
|
|
|
$
|
0.04
|
|
|
$
|
0.18
|
|
|
$
|
0.22
|
|
Weighted Average Shares Outstanding:
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
|
29,875
|
|
|
29,449
|
|
|
29,874
|
|
|
29,449
|
|
|||
Diluted
|
|
30,487
|
|
|
30,101
|
|
|
30,379
|
|
|
29,783
|
|
|||
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
||||||||
|
(In thousands)
|
|
(In thousands)
|
||||||||||||
Net income
|
$
|
4,763
|
|
|
$
|
1,147
|
|
|
$
|
5,523
|
|
|
$
|
6,431
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange translation adjustments
|
1,130
|
|
|
621
|
|
|
5,209
|
|
|
215
|
|
||||
Minimum pension liability, net of tax
|
(546
|
)
|
|
(665
|
)
|
|
(1,830
|
)
|
|
(1,699
|
)
|
||||
Other comprehensive income (loss)
|
584
|
|
|
(44
|
)
|
|
3,379
|
|
|
(1,484
|
)
|
||||
Comprehensive income
|
$
|
5,347
|
|
|
$
|
1,103
|
|
|
$
|
8,902
|
|
|
$
|
4,947
|
|
|
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
|
6
|
|
|
—
|
|
|
—
|
|
|
1,842
|
|
|
—
|
|
|
—
|
|
|
1,842
|
|
||||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,523
|
|
|
3,379
|
|
|
8,902
|
|
||||||
BALANCE - September 30, 2017
|
29,877
|
|
|
$
|
299
|
|
|
$
|
(7,753
|
)
|
|
$
|
239,209
|
|
|
$
|
(107,855
|
)
|
|
$
|
(45,466
|
)
|
|
$
|
78,434
|
|
|
Nine Months Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
|
(Unaudited)
|
|
(Unaudited)
|
||||
|
(In thousands)
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net Income
|
$
|
5,523
|
|
|
$
|
6,431
|
|
Adjustments to reconcile net income to cash (used in) provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
11,431
|
|
|
12,571
|
|
||
Impairment of equipment held for sale
|
—
|
|
|
616
|
|
||
Provision for doubtful accounts and bad debt
|
3,739
|
|
|
4,318
|
|
||
Non-cash amortization of debt financing costs and discount
|
891
|
|
|
630
|
|
||
Pension plan contribution
|
(2,202
|
)
|
|
(2,180
|
)
|
||
Shared-based compensation expense
|
1,842
|
|
|
1,868
|
|
||
Deferred income taxes
|
88
|
|
|
(563
|
)
|
||
Non-cash gain on derivative contracts
|
(979
|
)
|
|
208
|
|
||
Change in other operating items:
|
|
|
|
||||
Accounts receivable
|
(32,404
|
)
|
|
20,125
|
|
||
Inventories
|
(15,086
|
)
|
|
7,329
|
|
||
Prepaid expenses
|
(1,755
|
)
|
|
(491
|
)
|
||
Accounts payable
|
28,751
|
|
|
(6,670
|
)
|
||
Other operating activities, net
|
(2,149
|
)
|
|
6,017
|
|
||
Net cash (used in) provided by operating activities
|
(2,310
|
)
|
|
50,209
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
||||
Purchases of property, plant and equipment
|
(10,290
|
)
|
|
(7,546
|
)
|
||
Proceeds from disposal/sale of property, plant and equipment
|
254
|
|
|
55
|
|
||
Proceeds from settlement of corporate-owned insurance policies
|
—
|
|
|
2,489
|
|
||
Net cash used in investing activities
|
(10,036
|
)
|
|
(5,002
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
||||
Borrowing of Term Loan Facility
|
175,000
|
|
|
—
|
|
||
Repayment of 7.875% notes
|
(235,000
|
)
|
|
—
|
|
||
Repayment of Term Loan principal
|
(1,094
|
)
|
|
—
|
|
||
Prepayment charge for redemption of 7.875% notes
|
(1,543
|
)
|
|
—
|
|
||
Prepayment of Term Loan Facility discount
|
(3,500
|
)
|
|
—
|
|
||
Payment of debt issuance costs
|
(4,242
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(70,379
|
)
|
|
—
|
|
||
|
|
|
|
||||
Effect of Foreign Currency Exchange Rate Changes on Cash
|
2,797
|
|
|
(337
|
)
|
||
|
|
|
|
||||
Net (Decrease) Increase in Cash
|
(79,928
|
)
|
|
44,870
|
|
||
|
|
|
|
||||
Cash:
|
|
|
|
||||
Beginning of period
|
130,160
|
|
|
92,194
|
|
||
End of period
|
50,232
|
|
|
137,064
|
|
||
Supplemental Cash Flow Information:
|
|
|
|
||||
Cash paid for interest
|
$
|
13,767
|
|
|
$
|
9,396
|
|
Cash paid for income taxes, net
|
$
|
2,568
|
|
|
$
|
918
|
|
Unpaid purchases of property and equipment included in accounts payable
|
$
|
321
|
|
|
$
|
157
|
|
•
|
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.
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||||||||
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Derivative assets
|
Foreign exchange contract
|
|
$
|
395
|
|
|
$
|
—
|
|
|
$
|
395
|
|
|
$
|
—
|
|
|
$
|
142
|
|
|
$
|
—
|
|
|
$
|
142
|
|
|
$
|
—
|
|
Interest rate swap contract
1
|
|
$
|
302
|
|
|
$
|
—
|
|
|
$
|
302
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Derivative liabilities
|
Foreign exchange contract
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
1,234
|
|
|
$
|
—
|
|
|
$
|
1,234
|
|
|
$
|
—
|
|
Interest rate swap contract
1
|
|
$
|
787
|
|
|
$
|
—
|
|
|
$
|
787
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
7.875% senior secured notes due April 15, 2019
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
233,154
|
|
|
$
|
231,391
|
|
Term loan and security agreement (a)
|
$
|
167,749
|
|
|
$
|
170,139
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|||||||
Net income
|
$
|
4,763
|
|
|
$
|
1,147
|
|
|
$
|
5,523
|
|
|
$
|
6,431
|
|
Weighted average number of common shares
outstanding |
|
29,875
|
|
|
29,449
|
|
|
29,874
|
|
|
29,449
|
|
|||
Dilutive effect of restricted stock grants after
application of the treasury stock method |
|
612
|
|
|
652
|
|
|
505
|
|
|
334
|
|
|||
Dilutive shares outstanding
|
|
30,487
|
|
|
30,101
|
|
|
30,379
|
|
|
29,783
|
|
|||
Basic and diluted earnings per share
|
$
|
0.16
|
|
|
$
|
0.04
|
|
|
$
|
0.18
|
|
|
$
|
0.22
|
|
Grant
|
|
Shares
(in thousands)
|
|
Vesting Schedule
|
|
Unearned
Compensation
(in millions)
|
|
Remaining
Periods
(in months)
|
|||
October 2014
|
|
506
|
|
|
3 equal annual installments commencing on October 20, 2015
|
|
$
|
—
|
|
|
1
|
April 2015
|
|
27
|
|
|
3 equal annual installments commencing on October 20, 2015
|
|
$
|
—
|
|
|
1
|
October 2015
|
|
596
|
|
|
3 equal annual installments commencing on October 20, 2016
|
|
$
|
0.6
|
|
|
13
|
January/March 2016
|
|
63
|
|
|
3 equal annual installments commencing on October 20, 2016
|
|
$
|
—
|
|
|
13
|
October 2016
|
|
411
|
|
|
3 equal annual installments commencing on October 20, 2017
|
|
$
|
1.4
|
|
|
25
|
October 2016
|
|
98
|
|
|
fully vests as of October 20, 2017
|
|
$
|
0.1
|
|
|
1
|
June 2017
|
|
6
|
|
|
3 equal annual installments commencing on October 20, 2017
|
|
$
|
—
|
|
|
25
|
|
Nine Months Ended September 30,
|
||||||||||||
|
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
|
6
|
|
|
8.77
|
|
|
63
|
|
|
2.49
|
|
||
Vested
|
(6
|
)
|
|
4.89
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(39
|
)
|
|
4.84
|
|
|
(153
|
)
|
|
4.29
|
|
||
Nonvested at September 30
|
942
|
|
|
$
|
4.72
|
|
|
1,038
|
|
|
$
|
4.37
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Raw materials
|
$
|
61,646
|
|
|
$
|
46,352
|
|
Work in process
|
10,646
|
|
|
11,234
|
|
||
Finished goods
|
16,150
|
|
|
13,468
|
|
||
|
$
|
88,442
|
|
|
$
|
71,054
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Balance — Beginning
|
$
|
7,703
|
|
|
$
|
7,834
|
|
Currency translation adjustment
|
181
|
|
|
(131
|
)
|
||
Balance — Ending
|
$
|
7,884
|
|
|
$
|
7,703
|
|
|
|
|
September 30, 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
|
|
$
|
8,465
|
|
|
$
|
(3,486
|
)
|
|
$
|
4,979
|
|
|
$
|
8,378
|
|
|
$
|
(3,193
|
)
|
|
$
|
5,185
|
|
Customer relationships
|
15 years
|
|
14,408
|
|
|
(4,639
|
)
|
|
9,769
|
|
|
14,181
|
|
|
(3,855
|
)
|
|
10,326
|
|
||||||
|
|
|
$
|
22,873
|
|
|
$
|
(8,125
|
)
|
|
$
|
14,748
|
|
|
$
|
22,559
|
|
|
$
|
(7,048
|
)
|
|
$
|
15,511
|
|
Fiscal Year Ended December 31,
|
Estimated
Amortization
Expense
|
||
2017
|
$
|
1,321
|
|
2018
|
1,326
|
|
|
2019
|
1,326
|
|
|
2020
|
1,196
|
|
|
2021
|
1,196
|
|
|
2022
|
1,196
|
|
Balance — December 31, 2016
|
$
|
5,552
|
|
Provision for new warranty claims
|
1,532
|
|
|
Change in provision for preexisting warranty claims
|
98
|
|
|
Deduction for payments made
|
(3,452
|
)
|
|
Currency translation adjustment
|
93
|
|
|
Balance — September 30, 2017
|
$
|
3,823
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
7.875% senior secured notes due April 15, 2019
|
$
|
—
|
|
|
$
|
233,154
|
|
Term loan and security agreement (a)
|
$
|
167,749
|
|
|
$
|
—
|
|
Level
|
|
Average Daily Availability
|
|
Base Rate
Loans |
|
LIBOR
Revolver Loans |
||
III
|
|
≥ $24,000,000
|
|
0.50
|
%
|
|
1.50
|
%
|
II
|
|
> $12,000,000 but < $24,000,000
|
|
0.75
|
%
|
|
1.75
|
%
|
I
|
|
≤ $12,000,000
|
|
1.00
|
%
|
|
2.00
|
%
|
|
Three Months Ended September 30, 2017
|
||||||||||||||
|
Global
Truck & Bus |
|
Global
Construction & Agriculture |
|
Corporate/
Other |
|
Total
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
External Revenues
|
$
|
121,497
|
|
|
$
|
76,852
|
|
|
$
|
—
|
|
|
$
|
198,349
|
|
Intersegment Revenues
|
552
|
|
|
2,705
|
|
|
(3,257
|
)
|
|
—
|
|
||||
Total Revenues
|
$
|
122,049
|
|
|
$
|
79,557
|
|
|
$
|
(3,257
|
)
|
|
$
|
198,349
|
|
Gross Profit
|
$
|
17,180
|
|
|
$
|
8,316
|
|
|
$
|
(346
|
)
|
|
$
|
25,150
|
|
Depreciation and Amortization Expense
|
$
|
1,838
|
|
|
$
|
1,117
|
|
|
$
|
673
|
|
|
$
|
3,628
|
|
Selling, General & Administrative Expenses
|
$
|
5,534
|
|
|
$
|
4,160
|
|
|
$
|
4,442
|
|
|
$
|
14,136
|
|
Operating Income
|
$
|
11,350
|
|
|
$
|
4,121
|
|
|
$
|
(4,789
|
)
|
|
$
|
10,682
|
|
Capital and Other Items:
|
|
|
|
|
|
|
|
||||||||
Capital Expenditures
|
$
|
1,097
|
|
|
$
|
1,195
|
|
|
$
|
476
|
|
|
$
|
2,768
|
|
Other Items
1
|
$
|
373
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
388
|
|
|
Three Months Ended September 30, 2016
|
||||||||||||||
|
Global
Truck & Bus |
|
Global
Construction & Agriculture |
|
Corporate/
Other |
|
Total
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
External Revenues
|
$
|
95,728
|
|
|
$
|
57,876
|
|
|
$
|
—
|
|
|
$
|
153,604
|
|
Intersegment Revenues
|
308
|
|
|
1,499
|
|
|
(1,807
|
)
|
|
—
|
|
||||
Total Revenues
|
$
|
96,036
|
|
|
$
|
59,375
|
|
|
$
|
(1,807
|
)
|
|
$
|
153,604
|
|
Gross Profit
|
$
|
10,765
|
|
|
$
|
8,525
|
|
|
$
|
(371
|
)
|
|
$
|
18,919
|
|
Depreciation and Amortization Expense
|
$
|
2,215
|
|
|
$
|
1,464
|
|
|
$
|
484
|
|
|
$
|
4,163
|
|
Selling, General & Administrative Expenses
|
$
|
5,329
|
|
|
$
|
4,588
|
|
|
$
|
4,209
|
|
|
$
|
14,126
|
|
Operating Income
|
$
|
5,144
|
|
|
$
|
3,901
|
|
|
$
|
(4,579
|
)
|
|
$
|
4,466
|
|
Capital and Other Items:
|
|
|
|
|
|
|
|
||||||||
Capital Expenditures
|
$
|
1,592
|
|
|
$
|
664
|
|
|
$
|
290
|
|
|
$
|
2,546
|
|
Other Items
1
|
$
|
1,329
|
|
|
$
|
191
|
|
|
$
|
—
|
|
|
$
|
1,520
|
|
|
Nine Months Ended September 30, 2017
|
||||||||||||||
|
Global
Truck & Bus |
|
Global
Construction & Agriculture |
|
Corporate/
Other |
|
Total
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
External Revenues
|
$
|
342,964
|
|
|
$
|
223,929
|
|
|
$
|
—
|
|
|
$
|
566,893
|
|
Intersegment Revenues
|
1,084
|
|
|
7,315
|
|
|
(8,399
|
)
|
|
—
|
|
||||
Total Revenues
|
$
|
344,048
|
|
|
$
|
231,244
|
|
|
$
|
(8,399
|
)
|
|
$
|
566,893
|
|
Gross Profit
|
$
|
48,288
|
|
|
$
|
22,099
|
|
|
$
|
(1,033
|
)
|
|
$
|
69,354
|
|
Depreciation and Amortization Expense
|
$
|
5,850
|
|
|
$
|
3,530
|
|
|
$
|
2,051
|
|
|
$
|
11,431
|
|
Selling, General & Administrative Expenses
|
$
|
16,688
|
|
|
$
|
12,619
|
|
|
$
|
16,250
|
|
|
$
|
45,557
|
|
Operating Income
|
$
|
30,716
|
|
|
$
|
9,374
|
|
|
$
|
(17,283
|
)
|
|
$
|
22,807
|
|
Capital and Other Items:
|
|
|
|
|
|
|
|
||||||||
Capital Expenditures
|
$
|
5,145
|
|
|
$
|
3,671
|
|
|
$
|
1,795
|
|
|
$
|
10,611
|
|
Other Items
1
|
$
|
1,341
|
|
|
$
|
998
|
|
|
$
|
2,377
|
|
|
$
|
4,716
|
|
|
Nine Months Ended September 30, 2016
|
||||||||||||||
|
Global
Truck & Bus |
|
Global
Construction & Agriculture |
|
Corporate/
Other |
|
Total
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
External Revenues
|
$
|
323,895
|
|
|
$
|
188,252
|
|
|
$
|
—
|
|
|
$
|
512,147
|
|
Intersegment Revenues
|
771
|
|
|
5,417
|
|
|
(6,188
|
)
|
|
—
|
|
||||
Total Revenues
|
$
|
324,666
|
|
|
$
|
193,669
|
|
|
$
|
(6,188
|
)
|
|
$
|
512,147
|
|
Gross Profit
|
$
|
43,019
|
|
|
$
|
27,100
|
|
|
$
|
(1,164
|
)
|
|
$
|
68,955
|
|
Depreciation and Amortization Expense
|
$
|
6,438
|
|
|
$
|
4,321
|
|
|
$
|
1,812
|
|
|
$
|
12,571
|
|
Selling, General & Administrative Expenses
|
$
|
17,466
|
|
|
$
|
13,859
|
|
|
$
|
15,177
|
|
|
$
|
46,502
|
|
Operating Income
|
$
|
24,679
|
|
|
$
|
13,137
|
|
|
$
|
(16,341
|
)
|
|
$
|
21,475
|
|
Capital and Other Items:
|
|
|
|
|
|
|
|
||||||||
Capital Expenditures
|
$
|
4,039
|
|
|
$
|
2,881
|
|
|
$
|
867
|
|
|
$
|
7,787
|
|
Other Items
1
|
$
|
1,704
|
|
|
$
|
512
|
|
|
$
|
688
|
|
|
$
|
2,904
|
|
|
September 30, 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
|
$
|
5,389
|
|
|
$
|
5,723
|
|
|
$
|
18,593
|
|
|
$
|
17,213
|
|
|
Asset Derivatives
|
||||||||||
|
September 30, 2017
|
|
December 31, 2016
|
||||||||
|
Balance Sheet
Location |
|
Fair Value
|
|
Balance Sheet
Location |
|
Fair Value
|
||||
Foreign exchange contracts
|
Other current assets
|
|
$
|
395
|
|
|
Other current assets
|
|
$
|
142
|
|
Interest rate swap contract
1
|
Other current assets
|
|
$
|
1
|
|
|
Other current assets
|
|
$
|
—
|
|
Interest rate swap contract
1
|
Other assets, net
|
|
$
|
301
|
|
|
Other assets, net
|
|
$
|
—
|
|
|
Liability Derivatives
|
||||||||||
|
September 30, 2017
|
|
December 31, 2016
|
||||||||
|
Balance Sheet
Location |
|
Fair Value
|
|
Balance Sheet
Location |
|
Fair Value
|
||||
Foreign exchange contracts
|
Accrued liabilities
|
|
$
|
22
|
|
|
Accrued liabilities
|
|
$
|
1,234
|
|
Interest rate swap contract
1
|
Accrued liabilities
|
|
$
|
494
|
|
|
Accrued liabilities
|
|
$
|
—
|
|
Interest rate swap contract
1
|
Other long-term liabilities
|
|
$
|
293
|
|
|
Other long-term liabilities
|
|
$
|
—
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
Location of Gain (Loss)
Recognized in Income on
Derivatives
|
|
Amount of Gain (Loss)
Recognized in Income on
Derivatives
|
|
Amount of Gain (Loss)
Recognized in Income on
Derivatives
|
||||||||||||
Foreign exchange contracts
|
Cost of Revenues
|
|
$
|
(322
|
)
|
|
$
|
(869
|
)
|
|
$
|
1,438
|
|
|
$
|
(205
|
)
|
Interest rate swap contract
|
Interest Income (Expense)
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
(485
|
)
|
|
$
|
—
|
|
|
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
|
5,209
|
|
|
—
|
|
|
5,209
|
|
|||
Reclassification adjustments for losses reclassified into income
|
—
|
|
|
(1,830
|
)
|
|
(1,830
|
)
|
|||
Ending balance, September 30, 2017
|
$
|
(19,104
|
)
|
|
$
|
(26,362
|
)
|
|
$
|
(45,466
|
)
|
|
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
|
215
|
|
|
—
|
|
|
215
|
|
|||
Reclassification adjustments for losses reclassified into income
|
—
|
|
|
(1,699
|
)
|
|
(1,699
|
)
|
|||
Ending balance, September 30, 2016
|
$
|
(20,864
|
)
|
|
$
|
(20,274
|
)
|
|
$
|
(41,138
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||
|
September 30, 2017
|
|
September 30, 2017
|
||||||||||||||||||||
|
Before Tax
Amount |
|
Tax Expense
|
|
After Tax Amount
|
|
Before Tax
Amount |
|
Tax Expense
|
|
After Tax Amount
|
||||||||||||
Retirement benefits adjustment
|
$
|
(763
|
)
|
|
$
|
217
|
|
|
$
|
(546
|
)
|
|
$
|
(2,481
|
)
|
|
$
|
651
|
|
|
$
|
(1,830
|
)
|
Cumulative translation adjustment
|
1,130
|
|
|
—
|
|
|
1,130
|
|
|
5,209
|
|
|
—
|
|
|
5,209
|
|
||||||
Total other comprehensive income
|
$
|
367
|
|
|
$
|
217
|
|
|
$
|
584
|
|
|
$
|
2,728
|
|
|
$
|
651
|
|
|
$
|
3,379
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||
|
September 30, 2016
|
|
September 30, 2016
|
||||||||||||||||||||
|
Before Tax
Amount |
|
Tax Expense
|
|
After Tax
Amount |
|
Before Tax
Amount |
|
Tax Expense
|
|
After Tax
Amount
|
||||||||||||
Retirement benefits adjustment
|
$
|
(893
|
)
|
|
$
|
228
|
|
|
$
|
(665
|
)
|
|
$
|
(2,478
|
)
|
|
$
|
779
|
|
|
$
|
(1,699
|
)
|
Cumulative translation adjustment
|
621
|
|
|
—
|
|
|
621
|
|
|
215
|
|
|
—
|
|
|
215
|
|
||||||
Total other comprehensive loss
|
$
|
(272
|
)
|
|
$
|
228
|
|
|
$
|
(44
|
)
|
|
$
|
(2,263
|
)
|
|
$
|
779
|
|
|
$
|
(1,484
|
)
|
|
U.S. Pension Plans and Other Post-Retirement Benefit Plans
|
|
Non-U.S. Pension Plans
|
||||||||||||
|
Three Months Ended September 30,
|
|
Three Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service cost
|
$
|
33
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
449
|
|
|
469
|
|
|
289
|
|
|
338
|
|
||||
Expected return on plan assets
|
(671
|
)
|
|
(678
|
)
|
|
(302
|
)
|
|
(375
|
)
|
||||
Amortization of prior service cost
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Recognized actuarial loss
|
89
|
|
|
107
|
|
|
122
|
|
|
52
|
|
||||
Net (benefit) cost
|
$
|
(98
|
)
|
|
$
|
(70
|
)
|
|
$
|
109
|
|
|
$
|
15
|
|
|
U.S. Pension Plans and Other Post-Retirement Benefit Plans
|
|
Non-U.S. Pension Plans
|
||||||||||||
|
Nine Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service cost
|
$
|
100
|
|
|
$
|
96
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
1,346
|
|
|
1,407
|
|
|
845
|
|
|
1,041
|
|
||||
Expected return on plan assets
|
(2,013
|
)
|
|
(2,034
|
)
|
|
(882
|
)
|
|
(1,156
|
)
|
||||
Amortization of prior service cost
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Recognized actuarial loss (gain)
|
268
|
|
|
321
|
|
|
358
|
|
|
160
|
|
||||
Net (benefit) cost
|
$
|
(294
|
)
|
|
$
|
(210
|
)
|
|
$
|
321
|
|
|
$
|
45
|
|
17.
|
Restructuring
|
|
|
Total Project
Expense
|
|
|
|
|
|
|
|
Expected Future Expense (Income)
|
|
|
||||||||||||||||
|
|
|
2015/2016
|
|
Current
Quarter
|
|
2017 Year
to Date
|
|
|
Income Statement
|
||||||||||||||||||
(in millions)
|
|
Low
|
High
|
|
Expense
|
|
Expense (Income)
|
|
Low
|
High
|
|
Classification
|
||||||||||||||||
Edgewood Wire Harness
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Separation costs
|
|
$
|
0.3
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
Cost of revenues
|
Facility and other costs
|
|
0.1
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
Cost of revenues
|
|||||||
Total
|
|
$
|
0.4
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
|
Piedmont Seating
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Separation costs
|
|
$
|
0.6
|
|
$
|
0.6
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
Cost of revenues
|
Facility and other costs
|
|
0.4
|
|
0.4
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
Cost of revenues
|
|||||||
Total
|
|
$
|
1.0
|
|
$
|
1.0
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
|
Monona Wire Harness
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Separation costs
|
|
$
|
0.1
|
|
$
|
0.1
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
$
|
—
|
|
|
Cost of revenues
|
Facility and other costs
|
|
1.9
|
|
2.3
|
|
|
0.1
|
|
|
—
|
|
|
1.4
|
|
|
0.4
|
|
0.8
|
|
|
Cost of revenues
|
|||||||
Total
|
|
$
|
2.0
|
|
$
|
2.4
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
0.4
|
|
$
|
0.8
|
|
|
|
Shadyside Stamping
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Separation costs
|
|
$
|
2.5
|
|
$
|
2.6
|
|
|
$
|
1.7
|
|
|
$
|
0.2
|
|
|
$
|
0.6
|
|
|
$
|
0.2
|
|
$
|
0.3
|
|
|
Cost of revenues
|
Facility and other costs
|
|
0.2
|
|
0.8
|
|
|
0.2
|
|
|
0.2
|
|
|
0.4
|
|
|
(0.4
|
)
|
0.2
|
|
|
Cost of revenues
|
|||||||
Total
|
|
$
|
2.7
|
|
$
|
3.4
|
|
|
$
|
1.9
|
|
|
$
|
0.4
|
|
|
$
|
1.0
|
|
|
$
|
(0.2
|
)
|
$
|
0.5
|
|
|
|
Other Restructuring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Separation costs
|
|
$
|
0.1
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
Cost of revenues
|
Separation costs
|
|
0.3
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
Selling, general and administrative
|
|||||||
Total
|
|
$
|
0.4
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
|
Total Restructuring
|
|
$
|
6.5
|
|
$
|
7.6
|
|
|
$
|
4.3
|
|
|
$
|
0.4
|
|
|
$
|
2.0
|
|
|
$
|
0.2
|
|
$
|
1.3
|
|
|
|
|
2017
|
||||||||||
|
Employee Costs
|
|
Facility Exit and Other Costs
|
|
Total
|
||||||
Balance - December 31, 2016
|
$
|
2,229
|
|
|
$
|
45
|
|
|
$
|
2,274
|
|
Provisions
|
212
|
|
|
1,801
|
|
|
2,013
|
|
|||
Utilizations
|
(2,134
|
)
|
|
(1,317
|
)
|
|
(3,451
|
)
|
|||
Balance - September 30, 2017
|
$
|
307
|
|
|
$
|
529
|
|
|
$
|
836
|
|
|
|
|
|
|
|
||||||
|
2016
|
||||||||||
|
Employee Costs
|
|
Facility Exit and Other Costs
|
|
Total
|
||||||
Balance - December 31, 2015
|
$
|
542
|
|
|
$
|
43
|
|
|
$
|
585
|
|
Provisions
|
1,721
|
|
|
568
|
|
|
2,289
|
|
|||
Utilizations
|
(496
|
)
|
|
(588
|
)
|
|
(1,084
|
)
|
|||
Balance - September 30, 2016
|
$
|
1,767
|
|
|
$
|
23
|
|
|
$
|
1,790
|
|
|
Three Months Ended September 30,
|
||||||||||||
|
(in thousands)
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
Revenues
|
$
|
198,349
|
|
|
100.0
|
%
|
|
$
|
153,604
|
|
|
100.0
|
%
|
Cost of Revenues
|
173,199
|
|
|
87.3
|
|
|
134,685
|
|
|
87.7
|
|
||
Gross Profit
|
25,150
|
|
|
12.7
|
|
|
18,919
|
|
|
12.3
|
|
||
Selling, General and Administrative Expenses
|
14,136
|
|
|
7.1
|
|
|
14,126
|
|
|
9.2
|
|
||
Amortization Expense
|
332
|
|
|
0.2
|
|
|
327
|
|
|
0.2
|
|
||
Operating Income
|
10,682
|
|
|
5.4
|
|
|
4,466
|
|
|
2.9
|
|
||
Interest and Other Expense
|
3,482
|
|
|
1.8
|
|
|
4,799
|
|
|
3.1
|
|
||
Income (Loss) Before Provision for Income Taxes
|
7,200
|
|
|
3.6
|
|
|
(333
|
)
|
|
(0.2
|
)
|
||
Provision (Benefit) for Income Taxes
|
2,437
|
|
|
1.2
|
|
|
(1,480
|
)
|
|
(1.0
|
)
|
||
Net Income
|
$
|
4,763
|
|
|
2.4
|
%
|
|
$
|
1,147
|
|
|
0.7
|
%
|
•
|
a $26.3 million, or 42.2%, increase in OEM North American MD/HD Truck revenues;
|
•
|
a $14.9 million, or 48.5%, increase in construction equipment revenues; and
|
•
|
a $3.5 million, or 5.9%, increase in other revenues.
|
|
Three Months Ended September 30,
|
||||||||||||
|
(amounts in thousands)
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
Revenues
|
$
|
122,049
|
|
|
100.0
|
%
|
|
$
|
96,036
|
|
|
100.0
|
%
|
Gross Profit
|
$
|
17,180
|
|
|
14.1
|
%
|
|
$
|
10,765
|
|
|
11.2
|
%
|
Depreciation and Amortization Expense
|
$
|
1,838
|
|
|
1.5
|
%
|
|
$
|
2,215
|
|
|
2.3
|
%
|
Selling, General & Administrative Expenses
|
$
|
5,534
|
|
|
4.5
|
%
|
|
$
|
5,329
|
|
|
5.5
|
%
|
Operating Income
|
$
|
11,350
|
|
|
9.3
|
%
|
|
$
|
5,144
|
|
|
5.4
|
%
|
•
|
a $23.6 million, or 40.4%, increase in OEM North American MD/HD Truck revenues; and
|
•
|
a $2.4 million, or 6.5%, increase in other revenues.
|
|
Three Months Ended September 30,
|
||||||||||||
|
(amounts in thousands)
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
Revenues
|
$
|
79,557
|
|
|
100.0
|
%
|
|
$
|
59,375
|
|
|
100.0
|
%
|
Gross Profit
|
$
|
8,316
|
|
|
10.5
|
%
|
|
$
|
8,525
|
|
|
14.4
|
%
|
Depreciation and Amortization Expense
|
$
|
1,117
|
|
|
1.4
|
%
|
|
$
|
1,464
|
|
|
2.5
|
%
|
Selling, General & Administrative Expenses
|
$
|
4,160
|
|
|
5.2
|
%
|
|
$
|
4,588
|
|
|
7.7
|
%
|
Operating Income
|
$
|
4,121
|
|
|
5.2
|
%
|
|
$
|
3,901
|
|
|
6.6
|
%
|
•
|
a $14.0 million, or 48.6%, increase in OEM construction equipment revenues; and
|
•
|
a $6.2 million, or 20.2%, increase in other revenues.
|
|
Nine Months Ended September 30,
|
||||||||||||
|
(in thousands)
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
Revenues
|
$
|
566,893
|
|
|
100.0
|
%
|
|
$
|
512,147
|
|
|
100.0
|
%
|
Cost of Revenues
|
497,539
|
|
|
87.8
|
|
|
443,192
|
|
|
86.5
|
|
||
Gross Profit
|
69,354
|
|
|
12.2
|
|
|
68,955
|
|
|
13.5
|
|
||
Selling, General and Administrative Expenses
|
45,557
|
|
|
8.0
|
|
|
46,502
|
|
|
9.1
|
|
||
Amortization Expense
|
990
|
|
|
0.2
|
|
|
978
|
|
|
0.2
|
|
||
Operating Income
|
22,807
|
|
|
4.0
|
|
|
21,475
|
|
|
4.2
|
|
||
Interest and Other Expense
|
14,786
|
|
|
2.6
|
|
|
14,583
|
|
|
2.8
|
|
||
Income (Loss) Before Provision for Income Taxes
|
8,021
|
|
|
1.4
|
|
|
6,892
|
|
|
1.3
|
|
||
Provision (Benefit) for Income Taxes
|
2,498
|
|
|
0.4
|
|
|
461
|
|
|
0.1
|
|
||
Net Income
|
$
|
5,523
|
|
|
1.0
|
%
|
|
$
|
6,431
|
|
|
1.3
|
%
|
•
|
a $26.9 million, or 27.0%, increase in construction revenues;
|
•
|
a $21.6 million, or 10.0%, increase in OEM North American MD/HD Truck revenues; and
|
•
|
a $6.2 million, or 3.2%, increase in other revenues.
|
|
Nine Months Ended September 30,
|
||||||||||||
|
(amounts in thousands)
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
Revenues
|
$
|
344,048
|
|
|
100.0
|
%
|
|
$
|
324,666
|
|
|
100.0
|
%
|
Gross Profit
|
$
|
48,288
|
|
|
14.0
|
%
|
|
$
|
43,019
|
|
|
13.3
|
%
|
Depreciation and Amortization Expense
|
$
|
5,850
|
|
|
1.7
|
%
|
|
$
|
6,438
|
|
|
2.0
|
%
|
Selling, General & Administrative Expenses
|
$
|
16,688
|
|
|
4.9
|
%
|
|
$
|
17,466
|
|
|
5.4
|
%
|
Operating Income
|
$
|
30,716
|
|
|
8.9
|
%
|
|
$
|
24,679
|
|
|
7.6
|
%
|
•
|
a $15.2 million, or 7.4%, increase in OEM North American MD/HD Truck revenues; and
|
•
|
a $4.2 million, or 3.5%, increase in other revenues.
|
|
Nine Months Ended September 30,
|
||||||||||||
|
(amounts in thousands)
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
Revenues
|
$
|
231,244
|
|
|
100.0
|
%
|
|
$
|
193,669
|
|
|
100.0
|
%
|
Gross Profit
|
$
|
22,099
|
|
|
9.6
|
%
|
|
$
|
27,100
|
|
|
14.0
|
%
|
Depreciation and Amortization Expense
|
$
|
3,530
|
|
|
1.5
|
%
|
|
$
|
4,321
|
|
|
2.2
|
%
|
Selling, General & Administrative Expenses
|
$
|
12,619
|
|
|
5.5
|
%
|
|
$
|
13,859
|
|
|
7.2
|
%
|
Operating Income
|
$
|
9,374
|
|
|
4.1
|
%
|
|
$
|
13,137
|
|
|
6.8
|
%
|
•
|
a $24.8 million, or 26.5%, increase in OEM construction revenues; and
|
•
|
a $12.8 million, or 12.8%, increase in other revenues.
|
Contract for Purchase and Sale of Real Property between Mayflower Vehicle Systems, LLC and Warren Distribution, Inc. dated July 24, 2017.
|
|
302 Certification by Patrick E. Miller, President and Chief Executive Officer.
|
|
302 Certification by C. Timothy Trenary, Chief Financial Officer.
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
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:
|
November 6, 2017
|
|
By:
|
/s/ C. Timothy Trenary
|
|
|
|
|
C. Timothy Trenary
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
Date:
|
November 6, 2017
|
|
By:
|
/s/ Stacie N. Fleming
|
|
|
|
|
Stacie N. Fleming
|
|
|
|
|
Chief Accounting Officer
|
|
|
|
|
(Principal Accounting Officer)
|
1.
|
PROPERTY
|
A.
|
The Buyer agrees to buy and the Seller agrees to sell and convey, on the terms hereinafter provided, certain real property located at 60581 State Route #7, Shadyside, Ohio, comprised of Belmont County tax parcels 17-01993.000; 17-01994.000 and 17-01995.000, all as more particularly described on Exhibit A attached hereto, together with all easements, tenements, hereditaments and appurtenant rights pertaining thereto together (the “Property”) excepting therefrom however, all of its undivided interest in the oil, gas, constituents and other minerals in, under, and that may be produced from the Property at all depths including but not limited to its rights under that certain oil and gas lease dated November 21, 2013 with Gulfport Energy Corporation (“OG Lease”), attached hereto as Exhibit B.
|
2.
|
PURCHASE
|
A.
|
Purchase Price.
The purchase price (the “Purchase Price”) shall be Two Million Five Hundred Thousand Dollars ($2,500,000.00) payable by cash or wire transfer of immediately available funds at closing of the purchase and sale described herein, which shall be after September 30, 2017 but prior to October 30, 2017 or such earlier date agreed to by Buyer and Seller (the “Closing”).
|
B.
|
Earnest Money.
Within 5 business days following the execution of this Agreement, Buyer shall pay to Coventry Title Agency, Inc. (“Title Agent”) One Hundred Thousand Dollars ($100,000.00) as earnest money (the “Earnest Money”) hereunder. If Buyer exercises its right to terminate this Agreement pursuant to the provisions
|
C.
|
Information.
Within ten (10) days of the Effective Date, Seller agrees to deliver to Buyer all information in Seller’s possession or control relating to the leasing, operating, maintenance, repair, zoning, platting, engineering, soil tests, water tests, environmental tests, construction (including the certificate of occupancy for the Property), and the like regarding the Property.
|
3.
|
INSPECTION
|
A.
|
Buyer’s Inspections.
For seventy-five (75) days following the Effective Date of this Agreement (the “Contingency Period”), Buyer has the right, at its own expense, to conduct any sampling, including soil, groundwater or surface water sampling, survey, environmental study, topography study, structural inspection, termite inspection or any other evaluation of the real property or structures as Buyer, in Buyer’s sole discretion, may elect to conduct; Buyer’s right to conduct the foregoing may be exercised by engineers, surveyors, consultants, inspectors or other examiners. All such inspections and studies shall be upon reasonable advance notice, subject to Seller’s consent, which shall not be unreasonably withheld, and conducted in a fashion that does not unreasonably disturb the Property or Seller’s operations. Buyer’s entry upon the Property shall be made in strict accordance with and adherence to Seller’s reasonable conditions, as well as Seller’s reasonable confidentiality and security procedures. All such activities performed by or for Buyer shall be non-destructive to the Property. Buyer shall promptly restore the Property to its condition existing immediately prior to any inspection. Buyer shall keep the Property free from all liens and claims arising out of any such entry by Buyer, or persons employed by Buyer, and shall indemnify, defend and hold harmless Seller from and against liens or other claims which may arise as a result of such entry onto the Property.
|
B.
|
Inspection Satisfaction.
If Buyer is not, in good faith, satisfied with the condition of the Property as disclosed by any inspection thereof, Buyer at its sole discretion must either (i) elect to proceed with this Agreement and purchase the Property as contemplated herein; or (ii) terminate this Agreement whereby this Agreement shall terminate and become null and void and the Earnest Money shall be returned to Buyer. Failure to give Seller written notice shall be deemed Buyer’s election to proceed with this Agreement and purchase the Property. Provided, however, that prior to the expiration of the Contingency Period, Buyer may deliver to Seller a written request that the Seller remedy any unsatisfactory conditions. In the event that Buyer and Seller do not reach agreement regarding remedying the unsatisfactory conditions prior to the expiration of the Contingency Period, then Buyer shall have the right to elect to proceed or terminate this Agreement as set forth above.
|
A.
|
Title Insurance.
Within 5 business days following the Effective Date of this Agreement, Seller shall order from Title Agent a Commitment for Title Insurance (“Commitment”), which Commitment shall be for an ALTA extended coverage owner’s title insurance policy (the “Owner’s Policy”) on the Property to Buyer. The Commitment shall be in the amount of the Purchase Price, shall show Seller as owner of fee simple title to the Property, and it shall obligate the title insurer to issue coverage to Buyer promptly upon closing Owner’s Policy. In addition to the Commitment, Title Agent shall simultaneously deliver to Buyer legible copies of all documents identified in Part Two of Schedule B of the Commitment, as well as copies of all vesting documents. If such Commitment contains any title exceptions which are not acceptable to Buyer, in its sole discretion, then Buyer may notify Seller of any unacceptable exceptions to which it objects within twenty (20) days of receipt of the Commitment. If Buyer fails to so notify Seller of any unacceptable exceptions to which it objects within such twenty (20) day period, then all exceptions set forth in Schedule B of the Commitment shall be deemed accepted by Buyer and shall constitute “Permitted Exceptions.” Buyer acknowledges that Seller is not transferring its ownership interest in the OG Lease attached hereto as Exhibit B and subject to the terms of Section 14C, Buyer agrees that the OG Lease is a Permitted Exception. If Buyer timely notifies Seller of any unacceptable exceptions to title within the above stated time frame, Seller, in Seller’s sole discretion, shall have twenty (20) days from the date Seller receives notice of such unacceptable exceptions to remove or cure such exceptions. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any unacceptable exceptions, which Seller may so do in its sole discretion, unless Seller, within ten (10) days after receipt of notice from Buyer, shall notify Buyer in writing that Seller will attempt to cure such unacceptable exceptions. If Seller fails to give written notice to Buyer that it will attempt to cure such unacceptable exceptions or refuses to cure said unacceptable exceptions within the time period above provided, Buyer may (a) terminate this Agreement within ten (10) days after Seller gives notice, or is deemed to have given notice, that Seller refuses to cure such unacceptable exceptions and the Earnest Money shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to have waived such exceptions and accept title subject thereto. Notwithstanding the foregoing, Seller, at its cost, shall be obligated to cure or remove by Closing, all mortgages, deeds of trust and other monetary liens against the Property. Buyer will be responsible for the cost of said title commitment and title policy.
|
B.
|
Survey.
Seller shall cause, at Seller’s sole cost and expense, a certified ALTA/ACSM Land Title Survey of the Property (the “Survey”) to be completed by a surveyor licensed in the State of Ohio and delivered to Title Agent and Buyer within thirty (30) days of the date of this Agreement, whereupon the legal description of the Survey shall control over the legal description in
Exhibit A
attached hereto to the extent they
|
C.
|
Exceptions.
If the Survey reveals any exceptions to title or any matters affecting the Property which are not acceptable to Buyer (“Survey Exceptions”), Buyer may notify Seller of such Survey Exceptions within twenty (20) days after Buyer’s receipt of the Survey (the “Survey Notice”), whereupon Seller may, at Seller’s option, cure any disapproved Survey Exceptions. If Seller fails to cure any Survey Exceptions referenced in the Survey Notice within the Contingency Period, Buyer shall have the option to terminate this Agreement by delivering written notice thereof to Seller. In the event Buyer fails to notify Seller of any Survey Exceptions, Buyer shall be deemed to have accepted the Survey and any matters set forth thereon shall be considered Permitted Exceptions.
|
D.
|
Closing Costs
. Seller shall be responsible for any documentary stamps, surtax, or transfer taxes and any escrow or recording fees. If Seller or Buyer elect to utilize a broker, each party is individually responsible for any and all broker costs. Any additional costs associated with closing not mentioned herein shall be split in the normal and customary way for properties of this type located in the local market.
|
A.
|
Buyer and Seller shall cooperate to secure any and all easements, rights of way, consents, amendments, variances, permits and or approvals from third parties as are necessary in order to permit Buyer to have ingress and egress to and full use and enjoyment of the Property in the manner and for the purposes contemplated by Buyer.
|
A.
|
Taxes.
All real property taxes and assessments (the “Taxes”) (including penalties thereon) which are delinquent shall be paid at Closing out of funds due Seller. Any non-delinquent Taxes, as determined on the date of Closing, are to be prorated between the Seller and Buyer as of midnight on the date of Closing, any special assessments that have been incurred upon the Property shall also be prorated as of the date of Closing.
|
B.
|
Utilities.
All water, sewer and utility charges shall be prorated as of the date of Closing.
|
C.
|
Risk of Loss.
Prior to Closing, any risk of loss is borne 100% by the Seller, after the Closing, any risk of loss is borne 100% by the Buyer. As such, if Seller shall be unable to complete Closing due to loss or damage to the Property from fire, wind, flood or other peril or act of god, this Agreement shall be terminated and Seller shall
|
A.
|
Deed.
The Property deed shall be delivered and possession thereof taken by Buyer at Closing. Seller shall convey fee simple title to Buyer by Limited Warranty Deed (the “Deed”), and Buyer shall accept fee simple title to the Property in accordance with the terms of this Agreement, subject only to the Permitted Exceptions.
|
B.
|
Contingent Obligations.
In addition to the satisfaction or waiver of the Contingencies, Buyer’s obligations under this Agreement are subject to and contingent upon the occurrence of the following on or before the date of Closing: (a) all of Seller’s representations and warranties hereunder shall be true and correct in all material respects as of the date of Closing; (b) no moratorium, statute, order, regulation, ordinance or judgment of any court or governmental agency shall have been enacted, adopted, issued or initiated that would materially and adversely affect the Property or Buyer’s use thereof as contemplated herein; and (c) the parties shall have delivered all other documents and other deliverables listed in Sections 8 and 9 hereof.
|
A.
|
Execute, acknowledge, and deliver to Buyer the Deed (at Seller’s sole cost) as described in Section 7A.
|
B.
|
Deliver to the title company evidence satisfactory to it of Seller’s authority to execute and deliver the documents necessary or advisable to consummate the transaction contemplated hereby.
|
C.
|
Execute such other documents, resolutions, or instruments as may reasonably be required by Buyer or the title company or required by this Agreement to effectuate the agreement memorialized herein, including without limitation a statement that the representations in Section 13 remain true and accurate as of Closing.
|
9.
|
BUYER’S OBLIGATIONS AT CLOSING
|
A.
|
Pay the Purchase Price, subject to adjustments provided for herein.
|
B.
|
Execute and/or deliver any such other documents, resolutions, or instruments reasonably required by Seller or the title company or required by this Agreement to effectuate the agreement memorialized herein.
|
A.
|
Seller’s representation and warranties contained herein shall be true and correct as of the date of Closing; and
|
B.
|
Seller shall have made reasonable efforts to remove the property, equipment, and machinery from the Property in accordance with the estimated timeline of work and property removal (“Timeline”), attached and incorporated hereto as Exhibit C. Seller shall take reasonable measures to prevent damage to the Property while removing property therefrom. Should substantial damage to the Property occur during Seller’s removal of property, equipment, or machinery, which renders an area of the Property unusable for Buyer’s operations, Seller shall return the effected Property to usable condition within thirty (30) days of damage occurrence. The foregoing obligation to repair Property to usable condition shall apply only to damage that occurs following Closing.
|
a.
|
For clarity, Seller shall have additional time following Closing to continue its work removing all property, equipment, and machinery from the Property, as reflected in the Timeline. However, the anticipated work and corresponding dates as found within the Timeline are in addition to all other obligations or responsibilities of Seller as set forth in this Agreement. Timeline does not release Seller of any other obligations or responsibilities as contained within this Agreement. Should Seller’s property, equipment, or machinery not be completely removed from the Property, and the Property left in usable condition, by December 22, 2017 or as reasonably possible thereafter (but in no event greater than thirty (30) days following the estimated removal date of December 22, 2017), Buyer may take any means it deems reasonably necessary to remove and dispose of all remaining property, equipment, and machinery from the Property at the sole expense of Seller. The Parties agree and understand that the Property must be free and clear of all property, equipment, and machinery by the estimated date of December 22, 2017 to allow Buyer to fully conduct its business operations.
|
A.
|
If for any reason other than the failure or fault of Buyer to proceed with the Closing, Seller fails, neglects or refuses to perform this Agreement, the Buyer may seek
|
A.
|
Any notice to be given or to be served upon any party hereto in connection with this Agreement must be in writing, and may be given by certified mail, or overnight receipt delivery service, and shall be deemed to have been given and received when a certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail; and, if given otherwise than by certified mail, it shall be deemed to have been given when delivered to and received by the party to whom it is addressed. Such notices shall be given to the parties hereto at the following addresses:
|
A.
|
Information.
To Seller’s Knowledge,
Seller has provided Buyer with any and all information in Seller’s possession or control relating to operating, maintenance, repair, zoning, platting, engineering, soil tests, water tests, environmental tests, construction, and the like regarding the Property.
|
B.
|
Legal Compliance.
Except as disclosed to Buyer, Seller has no Knowledge of any past or continuing violation or alleged violation of any legal requirement affecting the Property; including, without limitation, any past or continuing violation or alleged violation of any local, state or federal environmental, zoning, subdivision, fire or other law, ordinance, code, regulation, rule or order. In addition to the foregoing, the Seller has no Knowledge that the Property fails to comply with any applicable building and zoning codes or any other laws, statutes, codes ordinances, rules and regulations relating to the environment, except as otherwise disclosed to Buyer.
|
C.
|
Litigation.
Seller has no Knowledge of any pending or threatened claims, actions, suits, litigation or governmental proceeding affecting the Property.
|
D.
|
Governmental Actions.
Seller has no Knowledge of any threatened or pending condemnation or eminent domain proceeding, special assessment, rezoning or moratorium affecting the Property.
|
E.
|
Due Authorization.
Seller has full power to execute, deliver and carry out the terms and provisions of this Agreement and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. The individual executing this Agreement on behalf of Seller has the authority to bind Seller to the terms and conditions of this Agreement.
|
F.
|
BUYER HEREBY ACKNOWLEDGES THAT AS OF CLOSING, BUYER WILL HAVE THOROUGHLY INSPECTED THE PHYSICAL CONDITION OF THE PROPERTY AND THE STATUS OF TITLE TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTY. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND
|
14.
|
SELLER’S COVENANTS PRIOR TO CLOSING
|
A.
|
Relayed Information.
Any time prior to closing, if Seller receives any notice, knowledge or information relating to the leasing, operating, maintenance, repair, zoning, platting, engineering, soil tests, water tests, environmental tests, construction, and the like regarding the Property, other than as previously disclosed by Seller to Buyer, Seller agrees to provide to Buyer all such information immediately upon receipt of same.
|
B.
|
Environmental Matters
. Any time prior to Closing, if Seller receives notice, knowledge or information as to the presence, alleged presence, release or threatened release of Hazardous Materials (as defined below) on or about the Property other than as previously disclosed by Seller to Buyer, Seller agrees to provide to Buyer all information and data as to such Hazardous Materials immediately upon receipt of same. “Hazardous Materials” includes oil and petroleum products, asbestos, polychlorinated biphenyl, radon and urea formaldehyde, and any other materials classified as hazardous or toxic or as pollutants or contaminants under any environmental law.
|
C.
|
OG Lease and Rights.
Seller has informed Buyer that Seller has entered into the OG Lease relating to the Property. Seller agrees that Seller shall not amend the OG Lease granting any surface rights on the Property to Gulfport Energy Corporation without the express written consent of Buyer or its successors or assigns, which may be withheld in Buyer’s reasonable discretion.
|
A.
|
Severability.
If any term or provision of this Agreement or the application thereof to any person or circumstance shall to any extent be determined to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term or provision to persons or circumstance other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.
|
B.
|
Entire Agreement.
This writing contains the entire agreement between the parties hereto, and no agent, representative, salesperson or officer of Buyer hereto have authority to make or has made any statement, agreement or representation, whether
|
C.
|
Governing Law.
This agreement shall be construed in accordance with the laws of the State of Ohio.
|
D.
|
Binding Effect
. This agreement shall be binding upon, and inure to the benefit of the parties hereto and their successors and assigns.
|
E.
|
Superseding Effect of this Agreement.
The Buyer and Seller hereby agree that this Agreement supersedes all prior agreements of the parties. To the extent that any conflict exists between the Letter of Intent and this Agreement, the language of this Agreement shall prevail.
|
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)
|