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þ
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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¨
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Transition report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the fiscal year ended December 31, 2017
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Commission file number:
001-34365
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Delaware
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41-1990662
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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7800 Walton Parkway
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43054
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New Albany, Ohio
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(Zip Code)
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(Address of Principal Executive Offices)
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Title of Each Class
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Name of exchange on which registered
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Common Stock, par value $.01 per share
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The NASDAQ Global Select Market
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 1.
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Business
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•
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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;
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•
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Seats to the truck and bus markets in Asia-Pacific and Europe;
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•
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Mirrors and wiper systems to the truck, bus, agriculture, construction, rail and military markets in North America;
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•
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Trim to the recreational and specialty vehicle markets in North America; and
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•
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Aftermarket seats and components in North America.
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•
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Wire harness assemblies and Seats for construction, agricultural, industrial, automotive, mining and military industries in North America, Europe and Asia-Pacific;
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•
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Seats to the truck and bus markets in Asia-Pacific and Europe;
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•
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Wiper systems to the construction and agriculture markets in Europe;
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•
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Office seating in Europe and Asia-Pacific; and
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•
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Aftermarket seats and components in Europe and Asia-Pacific.
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•
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Seats and Seating Systems
. The principal raw materials used in our Seats include steel, resin-based products and foam products and are generally readily available and obtained from multiple suppliers under various supply agreements. Leather, vinyl, fabric and certain components are also purchased from multiple suppliers.
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•
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Trim Systems and Components
. The principal raw materials used in our Trim are resin and chemical products, foam, vinyl and fabric which are formed and assembled into end products. These raw materials are generally readily available from multiple suppliers.
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•
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Cab Structures, Sleeper Boxes, Body Panels and Structural Components
. The principal raw materials and components used in our cab structures, sleeper boxes, body panels and structural components are steel and aluminum. These raw materials are generally readily available and obtained from multiple suppliers.
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•
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Mirrors, Wipers and Controls
. The principal raw materials used to manufacture our mirrors, wipers and controls are steel, stainless steel, aluminum and rubber, which are generally readily available and obtained from multiple suppliers. We also purchase sub-assembled products, such as motors, for our wiper systems and mirrors.
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2017
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2016
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2015
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Medium- and Heavy-duty Truck OEMs
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64%
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62%
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70%
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Aftermarket and OE Service
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19
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18
|
|
15
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Bus OEMs
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7
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8
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6
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Construction OEMs
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2
|
|
2
|
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2
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Other
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8
|
|
10
|
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7
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Total
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100%
|
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100%
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100%
|
|
2013
|
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2014
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2015
|
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2016
|
|
2017
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Class 8 trucks
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246
|
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297
|
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323
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228
|
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256
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Class 5-7 trucks
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201
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226
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237
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233
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249
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•
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Electric Wire Harnesses and Panel Assemblies
. The principal raw materials used to manufacture our electric wire harnesses are wire and cable, connectors, terminals, switches, relays and various covering techniques involving braided yarn, braided copper, slit and non-slit conduit and molded foam. These raw materials are obtained from multiple suppliers and are generally available, although we have experienced and continue to experience a shortage of certain of these raw materials.
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•
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Seats and Seating Systems
. The principal raw materials used in our seating systems include steel, die-cast aluminum, resin-based products and foam products and are generally readily available and obtained from multiple suppliers under various supply agreements. Leather, vinyl, fabric and certain other components are also readily available to be purchased from multiple suppliers under supply agreements.
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•
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Wiper Systems
. The principal raw materials used to manufacture our wipers are steel, stainless steel and rubber, which are generally readily available and obtained from multiple suppliers. We also purchase sub-assembled products such as motors for our wiper systems.
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2017
|
|
2016
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|
2015
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|||
Construction
|
52
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%
|
|
47
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%
|
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52
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%
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Automotive
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13
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|
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14
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|
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14
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Aftermarket and OE Service
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12
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16
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|
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16
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Truck
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8
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8
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5
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Military
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5
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5
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3
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Agriculture
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3
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3
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|
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3
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Other
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7
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7
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7
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Total
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100
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%
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100
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%
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100
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%
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•
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Seats and Seating Systems
. Our Seats utilize a variety of manufacturing techniques whereby foam and various other components along with fabric, vinyl or leather are affixed to an underlying seat frame. We also manufacture and assemble seat frames.
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•
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Trim Systems and Components
. Our Trim capabilities include injection molding, low-pressure injection molding, urethane molding and foaming processes, compression molding, heavy-gauge thermoforming and vacuum forming as well as various cutting, sewing, trimming and finishing methods.
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•
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Cab Structures, Sleeper Boxes, Body Panels and Structural Components
. We utilize a wide range of manufacturing processes to produce our cab structures, sleeper boxes, body panels and structural components and utilize robotic and manual welding techniques in the assembly of these products. We have facilities with large capacity, fully automated E-coat paint priming systems thereby allowing us to provide our customers with a paint-ready cab product. Due to their high cost, full body E-coat systems, such as ours, are rarely found outside of the manufacturing operations of the major OEMs.
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•
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Mirrors, Wipers and Controls
. We manufacture our mirrors, wipers and controls utilizing a variety of manufacturing processes and techniques. Our mirrors, wipers and controls are primarily assembled utilizing semi-automatic work cells, electronically tested and then packaged.
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•
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Electric Wire Harnesses and Panel Assemblies
. We utilize several manufacturing techniques to produce our electric wire harnesses and panel assemblies. Our processes, manual and automated, are designed to produce a wide range of wire harnesses and panel assemblies in short time frames. Our wire harnesses and panel assemblies are electronically and hand tested.
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Name
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Age
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Principal Position(s)
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Patrick E. Miller
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50
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President, Chief Executive Officer, Director
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C. Timothy Trenary
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61
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Executive Vice President and Chief Financial Officer
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Greg R. Boese
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61
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Senior Vice President and Managing Director of Global Truck and Bus
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Dale M. McKillop
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60
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Senior Vice President and Managing Director of Global Truck and Bus
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Item 1A.
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Risk Factors
|
•
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Demand for our MD/HD truck products is generally dependent on the number of new MD/HD truck commercial vehicles manufactured in North America. Historically, the demand for MD/HD truck commercial vehicles has declined during periods of weakness in the North American economy.
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•
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Demand for our construction products is also dependent on the overall vehicle demand for new commercial vehicles in the global construction equipment market.
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•
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Demand in the medium and heavy construction vehicle market, which is the market in which our GCA products are primarily used, is typically related to the level of larger-scale infrastructure development projects.
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•
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Demand in the light construction equipment market is typically related to certain economic conditions such as the level of housing construction and other smaller-scale developments and projects.
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•
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the size, timing, volume and execution of significant orders and shipments;
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•
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changes in the terms of our sales contracts;
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•
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the timing of new product announcements by us and our competitors;
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•
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changes in our pricing policies or those of our competitors;
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•
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market acceptance of new and enhanced products;
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•
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announcement of technological innovations or new products by us or our competitors;
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•
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the length of our sales cycles;
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•
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conditions in the commercial vehicle industry;
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•
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changes in our operating expenses;
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•
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personnel changes;
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•
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new business acquisitions;
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•
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uncertainty in geographic regions;
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•
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cyber-attacks;
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•
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currency and interest rate fluctuations;
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•
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uncertainty with respect to the North American Free Trade Agreement;
|
•
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union actions; and
|
•
|
seasonal factors.
|
•
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the difficulty of enforcing agreements and collecting receivables through certain foreign legal systems;
|
•
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foreign customers, who may have longer payment cycles than customers in the U.S.;
|
•
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material foreign currency exchange rate fluctuations affecting our ability to match revenue received with costs paid in the same currency;
|
•
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tax rates in certain foreign countries, which may exceed those in the U.S., withholding requirements or the imposition of tariffs, exchange controls or other restrictions, including restrictions on repatriation, on foreign earnings;
|
•
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intellectual property protection difficulties;
|
•
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general economic and political conditions, along with major differences in business culture and practices, including the challenges of dealing with business practices that may impact the company’s compliance efforts, in countries where we operate;
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•
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exposure to local social unrest, including any resultant acts of war, terrorism or similar events;
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•
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the difficulties associated with managing a large organization spread throughout various countries; and
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•
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complications in complying with a variety of laws and regulations related to doing business with and in foreign countries, some of which may conflict with U.S. law or may be vague or difficult to comply with.
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•
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incur liens;
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•
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incur or assume additional debt or guarantees or issue preferred stock;
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•
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pay dividends or repurchases with respect to capital stock;
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•
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prepay, or make redemptions and repurchases of, subordinated debt;
|
•
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make loans and investments;
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•
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engage in mergers, acquisitions, asset sales, sale/leaseback transactions and transactions with affiliates;
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•
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place restrictions on the ability of subsidiaries to pay dividends or make other payments to the issuer;
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•
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change the business conducted by us or our subsidiaries; and
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•
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amend the terms of subordinated debt.
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•
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making it more difficult for us to satisfy our obligations with respect to our indebtedness, including the revolving credit facility and our other debt instruments, and any failure to comply with the obligations of any of our debt instruments, including financial and other restrictive covenants, could result in an event of default under the revolving credit facility and the governing documents of our debt instruments;
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•
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the possibility that we may be unable to generate cash sufficient to pay, when due, the principal of, interest on or other amounts due in respect of our indebtedness;
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•
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making us more vulnerable to adverse changes in general economic, industry and competitive conditions;
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•
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require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flows to fund working capital, capital expenditures, acquisitions and other general corporate purposes;
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•
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limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
|
•
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placing us at a competitive disadvantage compared to our competitors that have less debt; and
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•
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limiting our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, or execution of our business strategy or other purposes.
|
•
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a prohibition on stockholder action through written consents;
|
•
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a requirement that special meetings of stockholders be called only by the board of directors;
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•
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advance notice requirements for stockholder proposals and director nominations;
|
•
|
limitations on the ability of stockholders to amend, alter or repeal the by-laws; and
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•
|
the authority of the board of directors to issue, without stockholder approval, preferred stock and common stock with such terms as the board of directors may determine.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Location
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Primary Product/Function
|
|
Ownership Interest
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Piedmont, Alabama
|
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Aftermarket Distribution
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Owned
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Douglas, Arizona
|
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Warehouse
|
|
Leased
|
Dalton, Georgia
|
|
Trim & Warehouse
|
|
Leased
|
Monona, Iowa
|
|
Wire Harness
|
|
Owned
|
Michigan City, Indiana
|
|
Wipers, Switches
|
|
Leased
|
Kings Mountain, North Carolina
|
|
Cab, Sleeper Box
|
|
Owned
|
Concord, North Carolina
|
|
Injection Molding
|
|
Leased
|
Chillicothe, Ohio
|
|
Interior Trim, Mirrors & Warehouse
|
|
Owned / Leased
|
New Albany, Ohio
|
|
Corporate Headquarters / R&D
|
|
Leased
|
Vonore, Tennessee
|
|
Seats, Flooring & Warehouse
|
|
Owned / Leased
|
Dublin, Virginia
|
|
Interior Trim & Warehouse
|
|
Owned / Leased
|
Agua Prieta, Mexico
|
|
Wire Harness
|
|
Leased
|
Esqueda, Mexico
|
|
Wire Harness
|
|
Leased
|
Saltillo, Mexico
|
|
Interior Trim & Seats
|
|
Leased
|
Northampton, United Kingdom
|
|
Seats
|
|
Leased
|
Brisbane, Australia
|
|
Seats
|
|
Leased
|
Sydney, Australia
|
|
Seats
|
|
Leased
|
Mackay, Australia
|
|
Distribution
|
|
Leased
|
Melbourne, Australia
|
|
Distribution
|
|
Leased
|
Perth, Australia
|
|
Distribution
|
|
Leased
|
Jiading, China
|
|
Seats and Wire Harness / R&D
|
|
Leased
|
Brandys nad Orlici, Czech Republic
|
|
Seats
|
|
Owned
|
Liberec, Czech Republic
|
|
Wire Harness
|
|
Leased
|
Baska (State of Gujarat) India
|
|
Seats
|
|
Leased
|
Pune (State of Maharashtra), India
|
|
Seats / R&D
|
|
Leased
|
Dharwad (State of Karnataka), India
|
|
Seats
|
|
Leased
|
L’viv, Ukraine
|
|
Wire Harness
|
|
Leased
|
Item 3.
|
Legal Proceedings
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Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
High
|
|
Low
|
||||
Year Ended December 31, 2017:
|
|
|
|
||||
Fourth Quarter
|
$
|
11.85
|
|
|
$
|
7.20
|
|
Third Quarter
|
$
|
9.17
|
|
|
$
|
5.55
|
|
Second Quarter
|
$
|
9.62
|
|
|
$
|
6.52
|
|
First Quarter
|
$
|
6.87
|
|
|
$
|
5.15
|
|
Year Ended December 31, 2016:
|
|
|
|
||||
Fourth Quarter
|
$
|
6.00
|
|
|
$
|
4.36
|
|
Third Quarter
|
$
|
5.88
|
|
|
$
|
3.82
|
|
Second Quarter
|
$
|
5.56
|
|
|
$
|
2.14
|
|
First Quarter
|
$
|
3.33
|
|
|
$
|
2.02
|
|
|
12/31/12
|
12/31/13
|
12/31/14
|
12/31/15
|
12/31/16
|
12/31/17
|
||||||
Commercial Vehicle Group, Inc.
|
100.00
|
|
88.55
|
|
81.12
|
|
33.62
|
|
67.23
|
|
130.43
|
|
NASDAQ Composite
|
100.00
|
|
140.17
|
|
160.95
|
|
172.39
|
|
187.85
|
|
243.70
|
|
Legacy Peer Group
|
100.00
|
|
139.63
|
|
148.56
|
|
119.34
|
|
146.94
|
|
207.14
|
|
New Peer Group
|
100.00
|
|
155.17
|
|
160.60
|
|
150.15
|
|
202.66
|
|
225.11
|
|
|
(a) Total
Number of Shares (or Units) Purchased |
|
(b) Average
Price Paid per Share (or Unit) |
|
(c) Total
Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs |
|
(d) Maximum
Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs |
|||||
October 1, 2017 through December 31, 2017
|
161,382
|
|
|
$
|
8.43
|
|
|
—
|
|
|
—
|
|
Item 6.
|
Selected Financial Data
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
755,231
|
|
|
$
|
662,112
|
|
|
$
|
825,341
|
|
|
$
|
839,743
|
|
|
$
|
747,718
|
|
Cost of revenues
|
662,666
|
|
|
574,882
|
|
|
714,519
|
|
|
732,055
|
|
|
667,989
|
|
|||||
Gross profit
|
92,565
|
|
|
87,230
|
|
|
110,822
|
|
|
107,688
|
|
|
79,729
|
|
|||||
Selling, general and administrative expenses
|
59,800
|
|
|
60,542
|
|
|
71,469
|
|
|
72,480
|
|
|
71,711
|
|
|||||
Amortization expense
|
1,320
|
|
|
1,305
|
|
|
1,327
|
|
|
1,515
|
|
|
1,580
|
|
|||||
Operating income
|
31,445
|
|
|
25,383
|
|
|
38,026
|
|
|
33,693
|
|
|
6,438
|
|
|||||
Other (income) expense
|
(1,349
|
)
|
|
(769
|
)
|
|
(152
|
)
|
|
215
|
|
|
139
|
|
|||||
Interest expense
|
19,149
|
|
|
19,318
|
|
|
21,359
|
|
|
20,716
|
|
|
21,087
|
|
|||||
Income (loss) before provision (benefit) for income taxes
|
13,645
|
|
|
6,834
|
|
|
16,819
|
|
|
12,762
|
|
|
(14,788
|
)
|
|||||
Provision (benefit) for income taxes
|
15,350
|
|
|
49
|
|
|
9,758
|
|
|
5,131
|
|
|
(2,337
|
)
|
|||||
Net (loss) income
|
(1,705
|
)
|
|
6,785
|
|
|
7,061
|
|
|
7,631
|
|
|
(12,451
|
)
|
|||||
Less: Non-controlling interest in subsidiary’s income (loss)
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
(6
|
)
|
|||||
Net (loss) income attributable to CVG stockholders
|
$
|
(1,705
|
)
|
|
$
|
6,785
|
|
|
$
|
7,060
|
|
|
$
|
7,630
|
|
|
$
|
(12,445
|
)
|
(Loss) income per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(0.06
|
)
|
|
$
|
0.23
|
|
|
$
|
0.24
|
|
|
$
|
0.26
|
|
|
$
|
(0.44
|
)
|
Diluted
|
$
|
(0.06
|
)
|
|
$
|
0.23
|
|
|
$
|
0.24
|
|
|
$
|
0.26
|
|
|
$
|
(0.44
|
)
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
29,942
|
|
|
29,530
|
|
|
29,209
|
|
|
28,926
|
|
|
28,584
|
|
|||||
Diluted
|
29,942
|
|
|
29,878
|
|
|
29,399
|
|
|
29,117
|
|
|
28,584
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Balance Sheet Data (at end of each period):
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital (current assets less current liabilities)
|
$
|
150,903
|
|
|
$
|
202,693
|
|
|
$
|
193,424
|
|
|
$
|
192,618
|
|
|
$
|
176,979
|
|
Total assets
|
384,388
|
|
|
428,765
|
|
|
436,679
|
|
|
442,927
|
|
|
432,441
|
|
|||||
Total liabilities, excluding debt
|
142,697
|
|
|
127,921
|
|
|
133,112
|
|
|
133,177
|
|
|
122,500
|
|
|||||
Total debt, net of prepaid debt financing costs and discount
|
166,949
|
|
|
233,154
|
|
|
235,000
|
|
|
250,000
|
|
|
250,000
|
|
|||||
Total CVG stockholders’ equity
|
74,742
|
|
|
67,690
|
|
|
65,930
|
|
|
58,801
|
|
|
59,945
|
|
|||||
Total non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
33
|
|
|||||
Total stockholders’ equity
|
74,742
|
|
|
67,690
|
|
|
65,930
|
|
|
58,836
|
|
|
59,978
|
|
|||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
2,257
|
|
|
$
|
49,365
|
|
|
$
|
55,299
|
|
|
$
|
9,519
|
|
|
$
|
19,154
|
|
Investing activities
|
(10,776
|
)
|
|
(8,903
|
)
|
|
(14,506
|
)
|
|
(12,289
|
)
|
|
(12,949
|
)
|
|||||
Financing activities
|
(72,848
|
)
|
|
(714
|
)
|
|
(16,008
|
)
|
|
514
|
|
|
(937
|
)
|
|||||
Depreciation and amortization
|
15,344
|
|
|
16,451
|
|
|
17,710
|
|
|
18,247
|
|
|
20,583
|
|
|||||
Capital expenditures
|
13,567
|
|
|
11,917
|
|
|
15,590
|
|
|
14,568
|
|
|
13,666
|
|
|||||
North American Class 8 Production (units)
1
|
256,000
|
|
|
228,000
|
|
|
323,000
|
|
|
297,000
|
|
|
246,000
|
|
|||||
North America Class 5-7 Production (units)
1
|
249,000
|
|
|
233,000
|
|
|
237,000
|
|
|
226,000
|
|
|
201,000
|
|
(1)
|
Source:
ACT
(February 2018).
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Revenues
|
$
|
755,231
|
|
|
100.0
|
%
|
|
$
|
662,112
|
|
|
100.0
|
%
|
|
$
|
825,341
|
|
|
100.0
|
%
|
Cost of revenues
|
662,666
|
|
|
87.7
|
|
|
574,882
|
|
|
86.8
|
|
|
714,519
|
|
|
86.6
|
|
|||
Gross profit
|
92,565
|
|
|
12.3
|
|
|
87,230
|
|
|
13.2
|
|
|
110,822
|
|
|
13.4
|
|
|||
Selling, general and administrative expenses
|
59,800
|
|
|
7.9
|
|
|
60,542
|
|
|
9.1
|
|
|
71,469
|
|
|
8.7
|
|
|||
Amortization expense
|
1,320
|
|
|
0.2
|
|
|
1,305
|
|
|
0.2
|
|
|
1,327
|
|
|
0.2
|
|
|||
Operating income
|
31,445
|
|
|
4.2
|
|
|
25,383
|
|
|
3.8
|
|
|
38,026
|
|
|
4.6
|
|
|||
Other (income) expense
|
(1,349
|
)
|
|
(0.1
|
)
|
|
(769
|
)
|
|
(0.1
|
)
|
|
(152
|
)
|
|
—
|
|
|||
Interest expense
|
19,149
|
|
|
2.5
|
|
|
19,318
|
|
|
2.9
|
|
|
21,359
|
|
|
2.6
|
|
|||
Income before provision for income taxes
|
13,645
|
|
|
1.8
|
|
|
6,834
|
|
|
1.0
|
|
|
16,819
|
|
|
2.0
|
|
|||
Provision for income taxes
|
15,350
|
|
|
2.0
|
|
|
49
|
|
|
—
|
|
|
9,758
|
|
|
1.2
|
|
|||
Net (loss) income
|
(1,705
|
)
|
|
(0.2
|
)
|
|
6,785
|
|
|
1.0
|
|
|
7,061
|
|
|
0.9
|
|
|||
Less: Non-controlling interest in subsidiary’s income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||
Net (loss) income attributable to common stockholders
|
$
|
(1,705
|
)
|
|
(0.2
|
)%
|
|
$
|
6,785
|
|
|
1.0
|
%
|
|
$
|
7,060
|
|
|
0.9
|
%
|
•
|
a $41.6 million, or 15%, increase in OEM North American MD/HD Truck revenues;
|
•
|
a $40.9 million, or 32%, increase in construction equipment revenues;
|
•
|
a $4.6 million, or 4%, increase in aftermarket revenues; and
|
•
|
a $6.0 million, or 4%, increase in other revenues.
|
|
2017
|
|
2016
|
||||||||||
Revenues
|
$
|
457,770
|
|
|
100.0
|
%
|
|
$
|
416,279
|
|
|
100.0
|
%
|
Gross Profit
|
62,668
|
|
|
13.7
|
|
|
54,665
|
|
|
13.1
|
|
||
Selling, General & Administrative Expenses
|
21,507
|
|
|
4.7
|
|
|
22,557
|
|
|
5.4
|
|
||
Operating Income
|
39,983
|
|
|
8.7
|
|
|
30,943
|
|
|
7.4
|
|
•
|
a $33.0 million, or 13%, increase in OEM MD/HD Truck revenues;
|
•
|
a $7.7 million, or 10%, increase in aftermarket revenues; and
|
•
|
a $0.8 million, or 1%, increase in revenues from other markets.
|
|
2017
|
|
2016
|
||||||||||
Revenues
|
$
|
309,707
|
|
|
100.0
|
%
|
|
$
|
254,024
|
|
|
100.0
|
%
|
Gross Profit
|
31,291
|
|
|
10.1
|
|
|
$
|
34,060
|
|
|
13.4
|
|
|
Selling, General & Administrative Expenses
|
16,845
|
|
|
5.4
|
|
|
$
|
18,240
|
|
|
7.2
|
|
|
Operating Income
|
14,305
|
|
|
4.6
|
|
|
$
|
15,680
|
|
|
6.2
|
|
•
|
a $38.1 million, or 31%, increase in OEM construction equipment revenues;
|
•
|
a $8.6 million, or 50%, increase in OEM truck revenues;
|
•
|
a $4.5 million, or 12%, increase in OEM automotive revenues; and
|
•
|
a $132.0 million, or 32%, decrease in OEM MD/HD Truck revenues;
|
•
|
a $19.1 million, or 14%, decrease in aftermarket revenues;
|
•
|
a $16.6 million, or 11%, decrease in construction equipment revenues; and
|
•
|
a $4.5 million, or 3%, increase in other revenues.
|
|
2016
|
|
2015
|
||||||||||
Revenues
|
$
|
416,279
|
|
|
100.0
|
%
|
|
$
|
565,269
|
|
|
100.0
|
%
|
Gross Profit
|
54,665
|
|
|
13.1
|
|
|
85,702
|
|
|
15.2
|
|
||
Selling, General & Administrative Expenses
|
22,557
|
|
|
5.4
|
|
|
25,263
|
|
|
4.5
|
|
||
Operating Income
|
30,943
|
|
|
7.4
|
|
|
59,252
|
|
|
10.5
|
|
•
|
a $134.6 million, or 34%, decrease in OEM MD/HD Truck revenues;
|
•
|
a $10.0 million, or 12%, decrease in aftermarket revenues; and
|
•
|
a $4.4 million, or 5%, decrease in revenues from other markets.
|
|
2016
|
|
2015
|
||||||||||
Revenues
|
$
|
254,024
|
|
|
100.0
|
%
|
|
$
|
271,627
|
|
|
100.0
|
%
|
Gross Profit
|
34,060
|
|
|
13.4
|
|
|
28,627
|
|
|
10.5
|
|
||
Selling, General & Administrative Expenses
|
18,240
|
|
|
7.2
|
|
|
20,442
|
|
|
7.5
|
|
||
Operating Income
|
15,680
|
|
|
6.2
|
|
|
8,044
|
|
|
3.0
|
|
•
|
a $13.2 million, or 10%, decrease in OEM construction equipment revenues;
|
•
|
a $9.2 million, or 19%, decrease in aftermarket revenues; and
|
•
|
a $4.8 million, or 5%, increase in revenues from other markets.
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
1 Year |
|
2-3 Years
|
|
4-5 Years
|
|
More than
5 Years |
||||||||||
Debt obligations
|
$
|
172,813
|
|
|
$
|
4,375
|
|
|
$
|
8,750
|
|
|
$
|
8,750
|
|
|
$
|
150,938
|
|
Estimated interest payments
|
64,833
|
|
|
13,138
|
|
|
25,043
|
|
|
23,460
|
|
|
3,192
|
|
|||||
Operating lease obligations
|
20,021
|
|
|
5,284
|
|
|
6,469
|
|
|
4,893
|
|
|
3,375
|
|
|||||
Pension and other post-retirement funding
|
45,314
|
|
|
4,065
|
|
|
8,736
|
|
|
8,966
|
|
|
23,547
|
|
|||||
Total
|
$
|
302,981
|
|
|
$
|
26,862
|
|
|
$
|
48,998
|
|
|
$
|
46,069
|
|
|
$
|
181,052
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
|
|
Page
|
|
2017
|
|
2016
|
||||
|
(In thousands, except share and
per share amounts)
|
||||||
ASSETS
|
|||||||
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash
|
$
|
52,244
|
|
|
$
|
130,160
|
|
Accounts receivable, net of allowances of $5,242 and $3,881, respectively
|
108,595
|
|
|
97,793
|
|
||
Inventories
|
99,015
|
|
|
71,054
|
|
||
Other current assets
|
14,792
|
|
|
9,941
|
|
||
Total current assets
|
274,646
|
|
|
308,948
|
|
||
Property, Plant and Equipment
|
|
|
|
||||
Land and buildings
|
25,942
|
|
|
28,203
|
|
||
Machinery and equipment
|
183,556
|
|
|
167,541
|
|
||
Construction in progress
|
2,685
|
|
|
8,176
|
|
||
Less accumulated depreciation
|
(147,553
|
)
|
|
(137,879
|
)
|
||
Property, plant and equipment, net
|
64,630
|
|
|
66,041
|
|
||
Goodwill
|
8,045
|
|
|
7,703
|
|
||
Intangible assets, net of accumulated amortization of $8,533 and $7,048, respectively
|
14,548
|
|
|
15,511
|
|
||
Deferred income taxes, net
|
20,273
|
|
|
28,587
|
|
||
Other assets
|
2,246
|
|
|
1,975
|
|
||
TOTAL ASSETS
|
$
|
384,388
|
|
|
$
|
428,765
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
86,608
|
|
|
$
|
60,556
|
|
Accrued liabilities and other
|
33,944
|
|
|
45,699
|
|
||
Current portion of long-term debt
|
3,191
|
|
|
—
|
|
||
Total current liabilities
|
123,743
|
|
|
106,255
|
|
||
Long-term debt
|
163,758
|
|
|
233,154
|
|
||
Pension and other post-retirement liabilities
|
15,450
|
|
|
18,938
|
|
||
Other long-term liabilities
|
6,695
|
|
|
2,728
|
|
||
Total liabilities
|
309,646
|
|
|
361,075
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
|
|
||
Stockholders’ Equity:
|
|
|
|
||||
Preferred stock, $.01 par value (5,000,000 shares authorized; no shares issued and outstanding)
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value (60,000,000 shares authorized; 30,219,278 and 29,871,354 shares issued and outstanding, respectively);
|
304
|
|
|
299
|
|
||
Treasury stock, at cost: 1,175,795 and 1,014,413 shares, respectively
|
(9,114
|
)
|
|
(7,753
|
)
|
||
Additional paid-in capital
|
239,870
|
|
|
237,367
|
|
||
Retained deficit
|
(115,083
|
)
|
|
(113,378
|
)
|
||
Accumulated other comprehensive loss
|
(41,235
|
)
|
|
(48,845
|
)
|
||
Total stockholders’ equity
|
74,742
|
|
|
67,690
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
384,388
|
|
|
$
|
428,765
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Revenues
|
$
|
755,231
|
|
|
$
|
662,112
|
|
|
$
|
825,341
|
|
Cost of revenues
|
662,666
|
|
|
574,882
|
|
|
714,519
|
|
|||
Gross Profit
|
92,565
|
|
|
87,230
|
|
|
110,822
|
|
|||
Selling, general and administrative expenses
|
59,800
|
|
|
60,542
|
|
|
71,469
|
|
|||
Amortization expense
|
1,320
|
|
|
1,305
|
|
|
1,327
|
|
|||
Operating Income
|
31,445
|
|
|
25,383
|
|
|
38,026
|
|
|||
Other income
|
(1,349
|
)
|
|
(769
|
)
|
|
(152
|
)
|
|||
Interest expense
|
19,149
|
|
|
19,318
|
|
|
21,359
|
|
|||
Income Before Provision for Income Taxes
|
13,645
|
|
|
6,834
|
|
|
16,819
|
|
|||
Provision for income taxes
|
15,350
|
|
|
49
|
|
|
9,758
|
|
|||
Net (loss) income
|
(1,705
|
)
|
|
6,785
|
|
|
7,061
|
|
|||
Less: Non-controlling interest in subsidiary’s income
|
—
|
|
|
—
|
|
|
1
|
|
|||
Net (loss) income attributable to CVG
|
$
|
(1,705
|
)
|
|
$
|
6,785
|
|
|
$
|
7,060
|
|
(Loss) earnings per common share
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.06
|
)
|
|
$
|
0.23
|
|
|
$
|
0.24
|
|
Diluted
|
$
|
(0.06
|
)
|
|
$
|
0.23
|
|
|
$
|
0.24
|
|
Weighted average shares outstanding
|
|
|
|
|
|
||||||
Basic
|
29,942
|
|
|
29,530
|
|
|
29,209
|
|
|||
Diluted
|
29,942
|
|
|
29,878
|
|
|
29,399
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(In thousands)
|
||||||||||
Net (loss) income
|
|
$
|
(1,705
|
)
|
|
$
|
6,785
|
|
|
$
|
7,061
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
7,141
|
|
|
(3,234
|
)
|
|
(4,572
|
)
|
|||
Minimum pension liability, net of tax
|
|
469
|
|
|
(5,957
|
)
|
|
2,206
|
|
|||
Other comprehensive income (loss)
|
|
7,610
|
|
|
(9,191
|
)
|
|
(2,366
|
)
|
|||
Comprehensive income (loss)
|
|
$
|
5,905
|
|
|
$
|
(2,406
|
)
|
|
$
|
4,695
|
|
Less: Comprehensive loss attributed to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|||
Comprehensive income (loss) attributable to CVG stockholders
|
|
$
|
5,905
|
|
|
$
|
(2,406
|
)
|
|
$
|
4,730
|
|
|
Common Stock
|
Treasury
Stock |
Additional
Paid-In Capital |
Retained
Deficit |
Accum.
Other Comp. Loss |
Total CVG
Stockholders’ Equity |
Non-
Controlling Interest |
Total
|
||||||||||||||||||
|
Shares
|
Amount
|
||||||||||||||||||||||||
|
(In thousands, except share data )
|
|||||||||||||||||||||||||
BALANCE - December 31, 2014
|
29,148,504
|
|
$
|
296
|
|
$
|
(6,622
|
)
|
$
|
231,907
|
|
$
|
(129,492
|
)
|
$
|
(37,288
|
)
|
$
|
58,801
|
|
$
|
35
|
|
$
|
58,836
|
|
Issuance of restricted stock
|
400,195
|
|
4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4
|
|
—
|
|
4
|
|
||||||||
Surrender of common stock by employees
|
(99,920
|
)
|
(6
|
)
|
(417
|
)
|
—
|
|
—
|
|
—
|
|
(423
|
)
|
—
|
|
(423
|
)
|
||||||||
Share-based compensation expense
|
—
|
|
—
|
|
—
|
|
2,853
|
|
—
|
|
—
|
|
2,853
|
|
—
|
|
2,853
|
|
||||||||
Total comprehensive (loss) income
|
—
|
|
—
|
|
—
|
|
—
|
|
7,061
|
|
(2,366
|
)
|
4,695
|
|
(35
|
)
|
4,660
|
|
||||||||
BALANCE - December 31, 2015
|
29,448,779
|
|
$
|
294
|
|
$
|
(7,039
|
)
|
$
|
234,760
|
|
$
|
(122,431
|
)
|
$
|
(39,654
|
)
|
$
|
65,930
|
|
$
|
—
|
|
$
|
65,930
|
|
Issuance of restricted stock
|
557,584
|
|
$
|
5
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
5
|
|
$
|
—
|
|
$
|
5
|
|
Surrender of common stock by employees
|
(135,009
|
)
|
—
|
|
(714
|
)
|
—
|
|
—
|
|
—
|
|
(714
|
)
|
—
|
|
(714
|
)
|
||||||||
Share-based compensation expense
|
—
|
|
—
|
|
—
|
|
2,607
|
|
—
|
|
—
|
|
2,607
|
|
—
|
|
2,607
|
|
||||||||
Recognition of excess tax benefits on share-based compensation expense
|
—
|
|
—
|
|
—
|
|
—
|
|
2,268
|
|
—
|
|
2,268
|
|
—
|
|
2,268
|
|
||||||||
Total comprehensive (loss) income
|
—
|
|
—
|
|
—
|
|
—
|
|
6,785
|
|
(9,191
|
)
|
(2,406
|
)
|
—
|
|
(2,406
|
)
|
||||||||
BALANCE - December 31, 2016
|
29,871,354
|
|
$
|
299
|
|
$
|
(7,753
|
)
|
$
|
237,367
|
|
$
|
(113,378
|
)
|
$
|
(48,845
|
)
|
$
|
67,690
|
|
$
|
—
|
|
$
|
67,690
|
|
Issuance of restricted stock
|
509,306
|
|
$
|
5
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
5
|
|
$
|
—
|
|
$
|
5
|
|
Surrender of common stock by employees
|
(161,382
|
)
|
—
|
|
(1,361
|
)
|
—
|
|
—
|
|
—
|
|
(1,361
|
)
|
—
|
|
(1,361
|
)
|
||||||||
Share-based compensation expense
|
—
|
|
—
|
|
—
|
|
2,503
|
|
—
|
|
—
|
|
2,503
|
|
—
|
|
2,503
|
|
||||||||
Total comprehensive (loss) income
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,705
|
)
|
7,610
|
|
5,905
|
|
—
|
|
5,905
|
|
||||||||
BALANCE - December 31, 2017
|
30,219,278
|
|
$
|
304
|
|
$
|
(9,114
|
)
|
$
|
239,870
|
|
$
|
(115,083
|
)
|
$
|
(41,235
|
)
|
$
|
74,742
|
|
$
|
—
|
|
$
|
74,742
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||
|
(In thousands)
|
|||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|||||||
Net (loss) income
|
$
|
(1,705
|
)
|
|
$
|
6,785
|
|
|
$
|
7,061
|
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
|||||||
Depreciation and amortization
|
15,344
|
|
|
16,451
|
|
|
17,710
|
|
||||
Provision for doubtful accounts
|
5,622
|
|
|
5,552
|
|
|
4,640
|
|
||||
Noncash amortization of debt financing costs
|
1,251
|
|
|
840
|
|
|
1,059
|
|
||||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
591
|
|
||||
Shared-based compensation expense
|
2,503
|
|
|
2,607
|
|
|
2,853
|
|
||||
(Gain) loss on sale of assets
|
(586
|
)
|
|
80
|
|
|
596
|
|
||||
Deferred income taxes
|
7,992
|
|
|
(2,525
|
)
|
|
8,157
|
|
||||
Noncash (gain) loss on forward exchange contracts
|
(726
|
)
|
|
603
|
|
|
151
|
|
||||
Impairment of equipment held for sale
|
—
|
|
|
616
|
|
|
—
|
|
||||
Change in other operating items:
|
|
|
|
|
|
|||||||
Accounts receivable
|
(13,794
|
)
|
|
25,501
|
|
|
166
|
|
||||
Inventories
|
(25,104
|
)
|
|
2,993
|
|
|
6,761
|
|
||||
Prepaid expenses
|
(814
|
)
|
|
(978
|
)
|
|
(3,743
|
)
|
||||
Accounts payable
|
23,250
|
|
|
(4,263
|
)
|
|
(3,642
|
)
|
||||
Accrued liabilities
|
(12,284
|
)
|
|
(1,997
|
)
|
|
8,211
|
|
||||
Other operating activities, net
|
1,308
|
|
|
(2,900
|
)
|
|
4,728
|
|
||||
Net cash provided by operating activities
|
2,257
|
|
|
49,365
|
|
|
55,299
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|||||||
Purchases of property, plant and equipment
|
(13,458
|
)
|
|
(11,429
|
)
|
|
(14,685
|
)
|
||||
Proceeds from disposal/sale of property, plant and equipment
|
2,682
|
|
|
37
|
|
|
108
|
|
||||
Proceeds from corporate-owned life insurance policies
|
—
|
|
|
2,489
|
|
|
—
|
|
||||
Other investing activities, net
|
—
|
|
|
—
|
|
|
71
|
|
||||
Net cash used in investing activities
|
(10,776
|
)
|
|
(8,903
|
)
|
|
(14,506
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|||||||
Borrowings of Term Loan Facility
|
175,000
|
|
|
—
|
|
|
|
—
|
|
|||
Repayment of Term Loan principal
|
(2,188
|
)
|
|
—
|
|
|
|
—
|
|
|||
Surrender of common stock by employees
|
(1,361
|
)
|
|
(714
|
)
|
|
(417
|
)
|
||||
Redemption of Notes
|
(235,000
|
)
|
|
—
|
|
—
|
|
(15,000
|
)
|
|||
Prepayment charge for redemption of 7.875% Notes
|
(1,543
|
)
|
|
—
|
|
|
—
|
|
||||
Prepayment of Term Loan Facility Discount
|
(3,500
|
)
|
|
—
|
|
|
—
|
|
||||
Payment of Debt Issuance Costs
|
(4,256
|
)
|
|
—
|
|
|
—
|
|
||||
Early payment fee on debt and other debt issuance costs
|
—
|
|
|
—
|
|
|
(591
|
)
|
||||
Net cash used in financing activities
|
(72,848
|
)
|
|
(714
|
)
|
|
(16,008
|
)
|
||||
EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH
|
3,451
|
|
|
(1,782
|
)
|
|
(2,682
|
)
|
||||
NET (DECREASE) INCREASE IN CASH
|
(77,916
|
)
|
|
37,966
|
|
|
22,103
|
|
||||
CASH:
|
|
|
|
|
|
|||||||
Beginning of period
|
130,160
|
|
|
92,194
|
|
|
70,091
|
|
||||
End of period
|
$
|
52,244
|
|
|
$
|
130,160
|
|
|
$
|
92,194
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
|||||||
Cash paid for interest
|
$
|
18,572
|
|
|
$
|
18,684
|
|
|
$
|
19,939
|
|
|
Cash paid for income taxes, net
|
$
|
3,276
|
|
|
$
|
2,495
|
|
|
$
|
1,545
|
|
|
Unpaid purchases of property and equipment included in accounts payable
|
$
|
109
|
|
|
$
|
488
|
|
|
$
|
905
|
|
1.
|
Organization
|
2.
|
Significant Accounting Policies
|
Buildings and improvements
|
15 to 40 years
|
Machinery and equipment
|
3 to 20 years
|
Tools and dies
|
3 to 7 years
|
Computer hardware and software
|
3 to 5 years
|
3.
|
Fair Value Measurement
|
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Derivative assets
|
Foreign exchange contract
1
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
142
|
|
|
$
|
—
|
|
|
$
|
142
|
|
|
$
|
—
|
|
Interest rate swap agreement
2
|
$
|
515
|
|
|
$
|
—
|
|
|
$
|
515
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Derivative liabilities
|
Foreign exchange contract
3
|
$
|
627
|
|
|
$
|
—
|
|
|
$
|
627
|
|
|
$
|
—
|
|
|
$
|
1,234
|
|
|
$
|
—
|
|
|
$
|
1,234
|
|
|
$
|
—
|
|
Interest rate swap agreement
4
|
$
|
246
|
|
|
$
|
—
|
|
|
$
|
246
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
1
|
Presented in the Consolidated Balance Sheets in other current assets and based on observable market transactions of spot and forward rates.
|
2
|
Presented in Consolidated Balance Sheets in other assets and based on observable market transactions of forward rates.
|
3
|
Presented in the Consolidated Balance Sheets in accrued liabilities and other and based on observable market transactions of spot and forward rates.
|
4
|
Presented in Consolidated Balance Sheets in accrued liabilities and other, and based on observable market transactions of forward rates.
|
|
2017
|
|
2016
|
||||||||||||
|
U.S. $
Equivalent |
|
U.S.
Equivalent Fair Value |
|
U.S. $
Equivalent |
|
U.S.
Equivalent Fair Value |
||||||||
Commitments to buy or sell currencies
|
$
|
17,491
|
|
|
$
|
16,838
|
|
|
$
|
18,593
|
|
|
$
|
17,213
|
|
|
|
|
2017
|
|
2016
|
||||
|
Location of Gain (Loss)
Recognized in Income on Derivatives |
|
Amount of Gain (Loss)
Recognized in Income on Derivatives |
||||||
Foreign exchange contracts
|
Cost of Revenues
|
|
$
|
457
|
|
|
$
|
(603
|
)
|
Interest rate swap agreement
|
Interest Income
|
|
$
|
269
|
|
|
$
|
—
|
|
|
2017
|
|
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
1
|
$
|
166,949
|
|
|
$
|
169,972
|
|
|
$
|
—
|
|
|
$
|
—
|
|
1
|
Presented in the Consolidated Balance Sheets as the current portion of long-term debt (net of current prepaid debt financing costs and current original issue discount) of
$3.2 million
and long-term debt (net of long-term prepaid debt financing costs and long-term original issue discount) of
$163.8 million
.
|
4.
|
Inventories
|
|
2017
|
|
2016
|
||||
Raw materials
|
$
|
73,026
|
|
|
$
|
46,352
|
|
Work in process
|
10,136
|
|
|
11,234
|
|
||
Finished goods
|
15,853
|
|
|
13,468
|
|
||
|
$
|
99,015
|
|
|
$
|
71,054
|
|
5.
|
Accrued and Other Liabilities
|
|
2017
|
|
2016
|
||||
Compensation and benefits
|
$
|
12,904
|
|
|
$
|
10,435
|
|
Taxes payable
|
3,564
|
|
|
2,517
|
|
||
Warranty costs
|
3,490
|
|
|
5,552
|
|
||
Insurance
|
2,432
|
|
|
5,237
|
|
||
Legal and professional fees
|
1,588
|
|
|
2,827
|
|
||
Accrued freight
|
1,544
|
|
|
1,465
|
|
||
Accrued services
|
1,207
|
|
|
1,309
|
|
||
Deferred tooling revenue
|
806
|
|
|
2,773
|
|
||
Interest
|
146
|
|
|
3,892
|
|
||
Restructuring
|
43
|
|
|
2,271
|
|
||
Other
|
6,220
|
|
|
7,421
|
|
||
|
$
|
33,944
|
|
|
$
|
45,699
|
|
6.
|
Debt
|
|
2017
|
|
2016
|
||||
7.875% senior secured notes due April 15, 2019
|
$
|
—
|
|
|
$
|
233,154
|
|
Term loan and security agreement
1
|
$
|
166,949
|
|
|
$
|
—
|
|
1
|
Presented in the Consolidated Balance Sheets as the current portion of long-term debt (net of current prepaid debt financing costs of
$0.6 million
and current original issue discount of
$0.6 million
) of
$3.2 million
and long-term debt (net of long-term prepaid debt financing costs of
$2.2 million
and long-term original issue discount of
2.4 million
) of
$163.8 million
.
|
Level
|
|
Average Daily
Availability
|
|
Domestic Base
Rate Loans
|
|
LIBOR
Revolver Loans
|
III
|
|
≥ to $24,000,000
|
|
0.50%
|
|
1.50%
|
II
|
|
> $12,000,000 but < $24,000,000
|
|
0.75%
|
|
1.75%
|
I
|
|
≤ to $12,000,000
|
|
1.00%
|
|
2.00%
|
7.
|
Goodwill and Intangible Assets
|
|
December 31, 2017
|
||||||||||||||||
|
Weighted-
Average Amortization Period |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Currency Translation Adjustment
|
|
Net
Carrying Amount |
||||||||
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Trademarks/Tradenames
|
23 years
|
|
$
|
8,472
|
|
|
$
|
(3,639
|
)
|
|
$
|
54
|
|
|
$
|
4,887
|
|
Customer relationships
|
15 years
|
|
14,609
|
|
|
(4,991
|
)
|
|
43
|
|
|
9,661
|
|
||||
|
|
|
$
|
23,081
|
|
|
$
|
(8,630
|
)
|
|
$
|
97
|
|
|
$
|
14,548
|
|
|
December 31, 2016
|
||||||||||||||||
|
Weighted-
Average Amortization Period |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Currency Translation Adjustment
|
|
Net
Carrying Amount |
||||||||
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Trademarks/Tradenames
|
23 years
|
|
$
|
8,378
|
|
|
$
|
(3,283
|
)
|
|
$
|
90
|
|
|
$
|
5,185
|
|
Customer relationships
|
15 years
|
|
14,181
|
|
|
(4,027
|
)
|
|
172
|
|
|
10,326
|
|
||||
|
|
|
$
|
22,559
|
|
|
$
|
(7,310
|
)
|
|
$
|
262
|
|
|
$
|
15,511
|
|
|
2017
|
|
2016
|
||||
Balance - Beginning of the year
|
$
|
7,703
|
|
|
$
|
7,834
|
|
Currency translation adjustment
|
342
|
|
|
(131
|
)
|
||
Balance - End of the year
|
$
|
8,045
|
|
|
$
|
7,703
|
|
8.
|
Income Taxes
|
|
2017
|
|
2016
|
|
2015
|
||||||
Domestic
|
$
|
(2,093
|
)
|
|
$
|
(13,928
|
)
|
|
$
|
16,819
|
|
Foreign
|
15,738
|
|
|
20,762
|
|
|
—
|
|
|||
Total
|
$
|
13,645
|
|
|
$
|
6,834
|
|
|
$
|
16,819
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Federal provision at statutory rate
|
$
|
4,776
|
|
|
$
|
2,392
|
|
|
$
|
5,887
|
|
U.S./Foreign tax rate differential
|
(919
|
)
|
|
(1,842
|
)
|
|
1
|
|
|||
Foreign non-deductible expenses
|
(2,006
|
)
|
|
743
|
|
|
(479
|
)
|
|||
Foreign tax provision
|
615
|
|
|
336
|
|
|
296
|
|
|||
State taxes, net of federal benefit
|
73
|
|
|
(171
|
)
|
|
556
|
|
|||
State tax rate change, net of federal benefit
|
(264
|
)
|
|
541
|
|
|
32
|
|
|||
Change in uncertain tax positions
|
81
|
|
|
114
|
|
|
236
|
|
|||
Change in valuation allowance
|
2,475
|
|
|
(1,858
|
)
|
|
3,283
|
|
|||
Tax credits
|
(152
|
)
|
|
(104
|
)
|
|
(283
|
)
|
|||
Share-based compensation
|
(657
|
)
|
|
(108
|
)
|
|
459
|
|
|||
Change in U.S. corporate tax rate
|
7,214
|
|
|
—
|
|
|
—
|
|
|||
Repatriation of foreign earnings
|
3,964
|
|
|
—
|
|
|
—
|
|
|||
Other
|
150
|
|
|
6
|
|
|
(230
|
)
|
|||
Provision for income taxes
|
$
|
15,350
|
|
|
$
|
49
|
|
|
$
|
9,758
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||||
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
||||||||||||||||||
Federal
|
$
|
2,954
|
|
|
$
|
7,716
|
|
|
$
|
10,670
|
|
|
$
|
(4
|
)
|
|
$
|
(1,801
|
)
|
|
$
|
(1,805
|
)
|
|
$
|
(153
|
)
|
|
$
|
6,077
|
|
|
$
|
5,924
|
|
State and local
|
362
|
|
|
(371
|
)
|
|
(9
|
)
|
|
(27
|
)
|
|
1,021
|
|
|
994
|
|
|
380
|
|
|
389
|
|
|
769
|
|
|||||||||
Foreign
|
4,042
|
|
|
647
|
|
|
4,689
|
|
|
2,605
|
|
|
(1,745
|
)
|
|
860
|
|
|
1,374
|
|
|
1,691
|
|
|
3,065
|
|
|||||||||
Total
|
$
|
7,358
|
|
|
$
|
7,992
|
|
|
$
|
15,350
|
|
|
$
|
2,574
|
|
|
$
|
(2,525
|
)
|
|
$
|
49
|
|
|
$
|
1,601
|
|
|
$
|
8,157
|
|
|
$
|
9,758
|
|
|
2017
|
|
2016
|
||||
Noncurrent deferred tax assets:
|
|
|
|
||||
Amortization and fixed assets
|
$
|
1,835
|
|
|
$
|
4,109
|
|
Accounts receivable
|
396
|
|
|
815
|
|
||
Inventories
|
2,254
|
|
|
2,899
|
|
||
Pension obligations
|
2,903
|
|
|
4,623
|
|
||
Warranty obligations
|
973
|
|
|
2,519
|
|
||
Accrued benefits
|
787
|
|
|
1,060
|
|
||
Foreign exchange contracts
|
89
|
|
|
460
|
|
||
Restricted stock
|
73
|
|
|
145
|
|
||
Tax credits carryforwards
|
1,611
|
|
|
2,238
|
|
||
Net operating loss carryforwards
|
24,784
|
|
|
20,130
|
|
||
Other temporary differences not currently available for tax purposes
|
(411
|
)
|
|
2,135
|
|
||
Total noncurrent deferred tax assets
|
$
|
35,294
|
|
|
$
|
41,133
|
|
Valuation allowance
|
(15,021
|
)
|
|
(12,546
|
)
|
||
Net noncurrent deferred tax assets
|
$
|
20,273
|
|
|
$
|
28,587
|
|
Noncurrent deferred tax liabilities:
|
|
|
|
||||
Amortization and fixed assets
|
$
|
(100
|
)
|
|
$
|
(764
|
)
|
Net operating loss carryforwards
|
—
|
|
|
2,178
|
|
||
Other temporary differences not currently available for tax purposes
|
60
|
|
|
(1,430
|
)
|
||
Total noncurrent tax liabilities
|
(40
|
)
|
|
(16
|
)
|
||
Total net deferred tax asset
|
$
|
20,233
|
|
|
$
|
28,571
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance - Beginning of the year
|
$
|
628
|
|
|
$
|
489
|
|
|
$
|
27
|
|
Gross increase - tax positions in prior periods
|
68
|
|
|
40
|
|
|
445
|
|
|||
Gross decreases - tax positions in prior periods
|
(38
|
)
|
|
—
|
|
|
—
|
|
|||
Gross increases - current period tax positions
|
29
|
|
|
103
|
|
|
44
|
|
|||
Lapse of statute of limitations
|
(221
|
)
|
|
(4
|
)
|
|
(27
|
)
|
|||
Currency translation adjustment
|
19
|
|
|
—
|
|
|
—
|
|
|||
Balance - End of the year
|
$
|
485
|
|
|
$
|
628
|
|
|
$
|
489
|
|
9.
|
Segment Reporting and Geographic Locations
|
•
|
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.
|
•
|
Electric 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.
|
|
For the year ended December 31, 2017
|
||||||||||||||
|
Global
Truck & Bus |
|
Global
Construction & Agriculture |
|
Corporate/
Other |
|
Total
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
External Revenues
|
$
|
455,864
|
|
|
$
|
299,367
|
|
|
$
|
—
|
|
|
$
|
755,231
|
|
Intersegment Revenues
|
1,906
|
|
|
10,340
|
|
|
(12,246
|
)
|
|
—
|
|
||||
Total Revenues
|
$
|
457,770
|
|
|
$
|
309,707
|
|
|
$
|
(12,246
|
)
|
|
$
|
755,231
|
|
Gross Profit
|
$
|
62,668
|
|
|
$
|
31,291
|
|
|
$
|
(1,394
|
)
|
|
$
|
92,565
|
|
Depreciation and Amortization Expense
|
$
|
7,875
|
|
|
$
|
4,736
|
|
|
$
|
2,733
|
|
|
$
|
15,344
|
|
Selling, General & Administrative Expenses
|
$
|
21,507
|
|
|
$
|
16,845
|
|
|
$
|
21,448
|
|
|
$
|
59,800
|
|
Operating Income
|
$
|
39,983
|
|
|
$
|
14,305
|
|
|
$
|
(22,843
|
)
|
|
$
|
31,445
|
|
|
|
|
|
|
|
|
|
||||||||
Capital Expenditures and Other Items:
|
|
|
|
|
|
|
|
||||||||
Capital Expenditures
|
$
|
6,290
|
|
|
$
|
5,324
|
|
|
$
|
1,953
|
|
|
$
|
13,567
|
|
Other Items
1
|
$
|
777
|
|
|
$
|
1,146
|
|
|
$
|
2,377
|
|
|
$
|
4,300
|
|
|
For the year ended December 31, 2016
|
||||||||||||||
|
Global
Truck & Bus |
|
Global
Construction & Agriculture |
|
Corporate/
Other |
|
Total
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
External Revenues
|
$
|
415,154
|
|
|
$
|
246,958
|
|
|
$
|
—
|
|
|
$
|
662,112
|
|
Intersegment Revenues
|
1,125
|
|
|
7,066
|
|
|
(8,191
|
)
|
|
—
|
|
||||
Total Revenues
|
$
|
416,279
|
|
|
$
|
254,024
|
|
|
$
|
(8,191
|
)
|
|
$
|
662,112
|
|
Gross Profit
|
$
|
54,665
|
|
|
$
|
34,060
|
|
|
$
|
(1,495
|
)
|
|
$
|
87,230
|
|
Depreciation and Amortization Expense
|
$
|
8,545
|
|
|
$
|
5,581
|
|
|
$
|
2,325
|
|
|
$
|
16,451
|
|
Selling, General & Administrative Expenses
|
$
|
22,557
|
|
|
$
|
18,240
|
|
|
$
|
19,745
|
|
|
$
|
60,542
|
|
Operating Income
|
$
|
30,943
|
|
|
$
|
15,680
|
|
|
$
|
(21,240
|
)
|
|
$
|
25,383
|
|
|
|
|
|
|
|
|
|
||||||||
Capital Expenditures and Other Items:
|
|
|
|
|
|
|
|
||||||||
Capital Expenditures
|
$
|
6,384
|
|
|
$
|
4,609
|
|
|
$
|
924
|
|
|
$
|
11,917
|
|
Other Items
1
|
$
|
2,712
|
|
|
$
|
723
|
|
|
$
|
688
|
|
|
$
|
4,123
|
|
|
For the year ended December 31, 2015
|
||||||||||||||
|
Global
Truck & Bus |
|
Global
Construction & Agriculture |
|
Corporate/
Other |
|
Total
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
External Revenues
|
$
|
564,651
|
|
|
$
|
260,690
|
|
|
$
|
—
|
|
|
$
|
825,341
|
|
Intersegment Revenues
|
618
|
|
|
10,937
|
|
|
(11,555
|
)
|
|
—
|
|
||||
Total Revenues
|
$
|
565,269
|
|
|
$
|
271,627
|
|
|
$
|
(11,555
|
)
|
|
$
|
825,341
|
|
Gross Profit
|
$
|
85,702
|
|
|
$
|
28,627
|
|
|
$
|
(3,507
|
)
|
|
$
|
110,822
|
|
Depreciation and Amortization Expense
|
$
|
8,909
|
|
|
$
|
5,855
|
|
|
$
|
2,946
|
|
|
$
|
17,710
|
|
Selling, General & Administrative Expenses
|
$
|
25,263
|
|
|
$
|
20,442
|
|
|
$
|
25,764
|
|
|
$
|
71,469
|
|
Operating Income
|
$
|
59,252
|
|
|
$
|
8,044
|
|
|
$
|
(29,270
|
)
|
|
$
|
38,026
|
|
|
|
|
|
|
|
|
|
||||||||
Capital Expenditures and Other Items:
|
|
|
|
|
|
|
|
||||||||
Capital Expenditures
|
$
|
7,579
|
|
|
$
|
4,688
|
|
|
$
|
3,323
|
|
|
$
|
15,590
|
|
Other Items
1
|
$
|
1,838
|
|
|
$
|
494
|
|
|
$
|
—
|
|
|
$
|
2,332
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
|
Revenues
|
|
Long-lived
Assets |
|
Revenues
|
|
Long-lived
Assets |
|
Revenues
|
|
Long-lived
Assets |
||||||||||||
United States
|
$
|
560,412
|
|
|
$
|
50,207
|
|
|
$
|
496,473
|
|
|
$
|
54,334
|
|
|
$
|
635,627
|
|
|
$
|
59,280
|
|
All other countries
|
194,819
|
|
|
14,423
|
|
|
165,639
|
|
|
11,707
|
|
|
189,714
|
|
|
11,681
|
|
||||||
|
$
|
755,231
|
|
|
$
|
64,630
|
|
|
$
|
662,112
|
|
|
$
|
66,041
|
|
|
$
|
825,341
|
|
|
$
|
70,961
|
|
|
Years Ended December 31,
|
||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
Revenues
|
|
%
|
|
Revenues
|
|
%
|
|
Revenues
|
|
%
|
||||||
Seats and seating systems
|
$
|
314,717
|
|
|
42
|
|
$
|
280,575
|
|
|
42
|
|
$
|
339,724
|
|
|
41
|
Electric wire harnesses and panel assemblies
|
189,154
|
|
|
25
|
|
149,417
|
|
|
23
|
|
154,417
|
|
|
19
|
|||
Trim systems and components
|
150,228
|
|
|
20
|
|
132,623
|
|
|
20
|
|
179,713
|
|
|
22
|
|||
Cab structures, sleeper boxes, body panels and structural components
|
56,417
|
|
|
7
|
|
57,605
|
|
|
9
|
|
96,046
|
|
|
12
|
|||
Mirrors, wipers and controls
|
44,715
|
|
|
6
|
|
41,892
|
|
|
6
|
|
55,441
|
|
|
6
|
|||
|
$
|
755,231
|
|
|
100
|
|
$
|
662,112
|
|
|
100
|
|
$
|
825,341
|
|
|
100
|
10.
|
Commitments and Contingencies
|
Year Ending December 31,
|
|
|
||
2018
|
|
$
|
5,284
|
|
2019
|
|
$
|
3,799
|
|
2020
|
|
$
|
2,670
|
|
2021
|
|
$
|
2,511
|
|
2022
|
|
$
|
2,382
|
|
Thereafter
|
|
$
|
3,375
|
|
|
2017
|
|
2016
|
||||
Balance - Beginning of the year
|
$
|
5,552
|
|
|
$
|
7,580
|
|
Provision for new warranty claims
|
3,461
|
|
|
1,798
|
|
||
Change in provision for preexisting warranty claims
|
(1,065
|
)
|
|
389
|
|
||
Deduction for payments made
|
(4,579
|
)
|
|
(3,819
|
)
|
||
Currency translation adjustment
|
121
|
|
|
(396
|
)
|
||
Balance - End of year
|
$
|
3,490
|
|
|
$
|
5,552
|
|
Year Ending December 31,
|
||||
2018
|
|
$
|
4,375
|
|
2019
|
|
$
|
4,375
|
|
2020
|
|
$
|
4,375
|
|
2021
|
|
$
|
4,375
|
|
2022
|
|
$
|
4,375
|
|
Thereafter
|
|
$
|
150,938
|
|
11.
|
Stockholders’ Equity
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net (loss) income attributable to common stockholders
|
$
|
(1,705
|
)
|
|
$
|
6,785
|
|
|
$
|
7,060
|
|
Weighted average number of common shares outstanding
|
29,942
|
|
|
29,530
|
|
|
29,209
|
|
|||
Dilutive effect of restricted stock grants after application of the treasury stock method
|
—
|
|
|
348
|
|
|
190
|
|
|||
|
|
|
|
|
|
||||||
Dilutive shares outstanding
|
29,942
|
|
|
29,878
|
|
|
29,399
|
|
|||
Basic and dilutive (loss) earnings per share attributable to common stockholders
|
$
|
(0.06
|
)
|
|
$
|
0.23
|
|
|
$
|
0.24
|
|
12.
|
Performance Awards
|
Grant Date
|
|
Grant Amount
|
|
Adjustments
|
|
Forfeitures
|
|
Payments
|
|
Adjusted Award Value at December 31, 2017
|
|
Vesting Schedule
|
|
Remaining Periods (in Months) to Vesting
|
||||||||||
November 2014
|
|
$
|
2,087
|
|
|
(495
|
)
|
|
$
|
(1,097
|
)
|
|
$
|
(495
|
)
|
|
$
|
—
|
|
|
November 2017
|
|
0
|
|
November 2015
|
|
1,487
|
|
|
646
|
|
|
(197
|
)
|
|
$
|
—
|
|
|
1,936
|
|
|
November 2018
|
|
10
|
||||
November 2016
|
|
1,434
|
|
|
(454
|
)
|
|
(37
|
)
|
|
—
|
|
|
943
|
|
|
November 2019
|
|
22
|
|||||
November 2017
|
|
1,584
|
|
|
(755
|
)
|
|
—
|
|
|
—
|
|
|
829
|
|
|
November 2020
|
|
34
|
|||||
|
|
$
|
6,592
|
|
|
$
|
(1,058
|
)
|
|
$
|
(1,331
|
)
|
|
$
|
(495
|
)
|
|
$
|
3,708
|
|
|
|
|
|
13.
|
Share-Based Compensation
|
Grant
|
|
Shares
|
|
Vesting Schedule
|
|
Unearned
Compensation |
|
Remaining
Period (in months) |
|||
October 2015
|
|
595,509
|
|
|
3 equal annual installments commencing on October 20, 2016
|
|
$
|
451.7
|
|
|
10
|
January/March 2016
|
|
62,610
|
|
|
3 equal annual installments commencing on October 20, 2016
|
|
$
|
22.5
|
|
|
10
|
October 2016
|
|
410,751
|
|
|
3 equal annual installments commencing on October 20, 2017
|
|
$
|
1,250.6
|
|
|
22
|
July 2017
|
|
5,701
|
|
|
3 equal annual installments commencing on July 13, 2017
|
|
$
|
28.5
|
|
|
22
|
October 2017
|
|
302,574
|
|
|
3 equal annual installments commencing on October 20, 2018
|
|
$
|
2,797.6
|
|
|
34
|
October 2017
|
|
45,965
|
|
|
Shares vesting as of October 20, 2018
|
|
$
|
375.0
|
|
|
10
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Shares
(000’s) |
|
Weighted-
Average Grant-Date Fair Value |
|
Shares
(000’s) |
|
Weighted-
Average Grant-Date Fair Value |
|
Shares
(000’s) |
|
Weighted-
Average Grant-Date Fair Value |
|||||||||
Nonvested - beginning of year
|
981
|
|
|
$
|
4.70
|
|
|
1,128
|
|
|
$
|
4.24
|
|
|
915
|
|
|
$
|
6.96
|
|
Granted
|
354
|
|
|
$
|
9.77
|
|
|
571
|
|
|
$
|
5.05
|
|
|
818
|
|
|
$
|
3.24
|
|
Vested
|
(509
|
)
|
|
$
|
4.90
|
|
|
(558
|
)
|
|
$
|
4.68
|
|
|
(400
|
)
|
|
$
|
7.06
|
|
Forfeited
|
(39
|
)
|
|
$
|
4.84
|
|
|
(160
|
)
|
|
$
|
4.35
|
|
|
(205
|
)
|
|
$
|
6.93
|
|
Nonvested - end of year
|
787
|
|
|
$
|
6.84
|
|
|
981
|
|
|
$
|
4.70
|
|
|
1,128
|
|
|
$
|
4.24
|
|
14.
|
Defined Contribution Plans, Pension and Other Post-Retirement Benefit Plans
|
|
U.S. Pension and Other Post-Retirement Benefit Plans
|
|
Non-U.S. Pension Plans
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation — Beginning of the year
|
$
|
47,512
|
|
|
$
|
47,795
|
|
|
$
|
40,820
|
|
|
$
|
39,186
|
|
Service cost
|
116
|
|
|
126
|
|
|
—
|
|
|
—
|
|
||||
Interest cost
|
1,810
|
|
|
1,878
|
|
|
1,138
|
|
|
1,370
|
|
||||
Participant contributions
|
8
|
|
|
7
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(2,188
|
)
|
|
(2,161
|
)
|
|
(1,309
|
)
|
|
(1,454
|
)
|
||||
Actuarial loss (gain)
|
2,814
|
|
|
(133
|
)
|
|
1,099
|
|
|
9,234
|
|
||||
Exchange rate changes
|
—
|
|
|
—
|
|
|
3,989
|
|
|
(7,516
|
)
|
||||
Benefit obligation at end of the year
|
50,072
|
|
|
47,512
|
|
|
45,737
|
|
|
40,820
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets — Beginning of the year
|
38,390
|
|
|
36,270
|
|
|
31,080
|
|
|
33,608
|
|
||||
Actual return on plan assets
|
6,584
|
|
|
2,035
|
|
|
1,798
|
|
|
4,214
|
|
||||
Employer contributions
|
2,252
|
|
|
2,239
|
|
|
747
|
|
|
756
|
|
||||
Participant contributions
|
8
|
|
|
7
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(2,188
|
)
|
|
(2,161
|
)
|
|
(1,309
|
)
|
|
(1,454
|
)
|
||||
Exchange rate changes
|
—
|
|
|
—
|
|
|
3,061
|
|
|
(6,044
|
)
|
||||
Fair value of plan assets at end of the year
|
45,046
|
|
|
38,390
|
|
|
35,377
|
|
|
31,080
|
|
||||
Funded status
|
$
|
(5,026
|
)
|
|
$
|
(9,122
|
)
|
|
$
|
(10,360
|
)
|
|
$
|
(9,740
|
)
|
|
U.S. Pension and Other Post-Retirement Benefit Plans
|
|
Non-U.S. Pension Plans
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Current liabilities
|
$
|
52
|
|
|
$
|
64
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Noncurrent liabilities
|
4,974
|
|
|
9,058
|
|
|
10,360
|
|
|
9,740
|
|
||||
Amount recognized
|
$
|
5,026
|
|
|
$
|
9,122
|
|
|
$
|
10,360
|
|
|
$
|
9,740
|
|
|
U.S. Pension and Other Post-Retirement Benefit Plans
|
|
Non-U.S. Pension Plans
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Service cost
|
$
|
116
|
|
|
$
|
126
|
|
|
$
|
135
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
1,810
|
|
|
1,878
|
|
|
1,864
|
|
|
1,138
|
|
|
1,370
|
|
|
1,470
|
|
||||||
Expected return on plan assets
|
(2,684
|
)
|
|
(2,719
|
)
|
|
(2,673
|
)
|
|
(1,196
|
)
|
|
(1,520
|
)
|
|
(1,597
|
)
|
||||||
Amortization of prior service cost
|
6
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recognized actuarial loss (gain)
|
21
|
|
|
308
|
|
|
336
|
|
|
312
|
|
|
210
|
|
|
275
|
|
||||||
Net periodic (benefit) cost
|
$
|
(731
|
)
|
|
$
|
(401
|
)
|
|
$
|
(332
|
)
|
|
$
|
254
|
|
|
$
|
60
|
|
|
$
|
148
|
|
|
U.S. Pension and Other Post-Retirement Benefit Plans
|
|
Non-U.S. Pension Plans
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Net actuarial loss
|
$
|
13,765
|
|
|
$
|
15,219
|
|
|
$
|
14,974
|
|
|
$
|
13,454
|
|
|
$
|
14,134
|
|
|
$
|
8,784
|
|
Prior service cost
|
57
|
|
|
63
|
|
|
69
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
$
|
13,822
|
|
|
$
|
15,282
|
|
|
$
|
15,043
|
|
|
$
|
13,454
|
|
|
$
|
14,134
|
|
|
$
|
8,784
|
|
|
U.S. Pension and Other Post-Retirement Plans
|
|
Non-U.S. Pension Plans
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Actuarial loss (gain)
|
$
|
(1,087
|
)
|
|
$
|
551
|
|
|
$
|
519
|
|
|
$
|
6,001
|
|
Amortization of actuarial (gain) loss
|
(367
|
)
|
|
(308
|
)
|
|
(504
|
)
|
|
(193
|
)
|
||||
Prior Service credit
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
||||
Total recognized in other comprehensive income (loss)
|
$
|
(1,460
|
)
|
|
$
|
237
|
|
|
$
|
15
|
|
|
$
|
5,808
|
|
|
U.S. Pension and Other Post-Retirement Benefit Plans
|
|
Non-U.S. Pension
Plans |
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Discount rate
|
3.42
|
%
|
|
3.87
|
%
|
|
2.45
|
%
|
|
2.70
|
%
|
|
U.S. Pension and Other Post-Retirement Plans
|
|
Non-U.S. Pension Plans
|
||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||
Discount rate
|
3.87
|
%
|
|
4.05
|
%
|
|
3.73
|
%
|
|
2.70
|
%
|
|
3.90
|
%
|
|
3.50
|
%
|
Expected return on plan assets
|
7.00
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
3.70
|
%
|
|
5.00
|
%
|
|
4.60
|
%
|
|
Target Allocation
|
|
Actual Allocations as of December 31,
|
||||||||||||
|
2017
|
|
2016
|
|
U.S. Pension Plans
|
|
Non-U.S. Pension Plans
|
||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Cash and cash equivalents
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Equity/Balanced securities
|
55
|
|
55
|
|
55
|
|
55
|
|
57
|
|
52
|
|
58
|
|
55
|
Fixed income securities
|
25
|
|
45
|
|
25
|
|
45
|
|
20
|
|
23
|
|
42
|
|
45
|
Real estate
|
20
|
|
—
|
|
20
|
|
—
|
|
23
|
|
25
|
|
—
|
|
—
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
December 31, 2017
|
||||||||||||||
|
|
|
Quoted Prices in
Active Markets for Identical Assets |
|
Significant
Observable Inputs |
|
Significant
Unobservable Inputs |
||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash and cash equivalents
|
$
|
264
|
|
|
$
|
264
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equities:
|
|
|
|
|
|
|
|
||||||||
U.S. large value
|
5,499
|
|
|
5,499
|
|
|
—
|
|
|
—
|
|
||||
U.S. large growth
|
5,792
|
|
|
5,792
|
|
|
—
|
|
|
—
|
|
||||
International blend
|
10,734
|
|
|
—
|
|
|
10,734
|
|
|
—
|
|
||||
Emerging markets
|
3,613
|
|
|
3,613
|
|
|
—
|
|
|
—
|
|
||||
Balanced
|
21,895
|
|
|
—
|
|
|
21,895
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Government bonds
|
9,806
|
|
|
—
|
|
|
9,806
|
|
|
—
|
|
||||
Corporate bonds
|
12,667
|
|
|
—
|
|
|
12,667
|
|
|
—
|
|
||||
Real Estate:
|
|
|
|
|
|
|
|
||||||||
U.S. property
|
10,153
|
|
|
—
|
|
|
—
|
|
|
10,153
|
|
||||
Total pension fund assets
|
$
|
80,423
|
|
|
$
|
15,168
|
|
|
$
|
55,102
|
|
|
$
|
10,153
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2016
|
||||||||||||||
|
|
|
Quoted Prices in
Active Markets for Identical Assets |
|
Significant
Observable Inputs |
|
Significant
Unobservable Inputs |
||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash and cash equivalents
|
$
|
174
|
|
|
$
|
174
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equities:
|
|
|
|
|
|
|
|
||||||||
U.S. large value
|
4,800
|
|
|
4,800
|
|
|
—
|
|
|
—
|
|
||||
U.S. large growth
|
4,805
|
|
|
4,805
|
|
|
—
|
|
|
—
|
|
||||
International blend
|
7,954
|
|
|
—
|
|
|
7,954
|
|
|
—
|
|
||||
Emerging markets
|
2,464
|
|
|
2,464
|
|
|
—
|
|
|
—
|
|
||||
Balanced
|
18,486
|
|
|
—
|
|
|
18,486
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Government bonds
|
8,402
|
|
|
—
|
|
|
8,402
|
|
|
—
|
|
||||
Corporate bonds
|
12,976
|
|
|
—
|
|
|
12,976
|
|
|
—
|
|
||||
Real Estate:
|
|
|
|
|
|
|
|
||||||||
U.S. property
|
9,409
|
|
|
—
|
|
|
—
|
|
|
9,409
|
|
||||
Total pension fund assets
|
$
|
69,470
|
|
|
$
|
12,243
|
|
|
$
|
47,818
|
|
|
$
|
9,409
|
|
|
2017
|
|
2016
|
||||
Beginning balance
|
$
|
9,409
|
|
|
$
|
8,645
|
|
Actual return on assets held at reporting date
|
744
|
|
|
764
|
|
||
Ending balance
|
$
|
10,153
|
|
|
$
|
9,409
|
|
Year Ending December 31,
|
Pension Plans
|
||
2018
|
$
|
4,065
|
|
2019
|
$
|
4,275
|
|
2020
|
$
|
4,461
|
|
2021
|
$
|
4,499
|
|
2022
|
$
|
4,467
|
|
2023 to 2026
|
$
|
23,547
|
|
15.
|
Accumulated Other Comprehensive Loss
|
|
Foreign
currency items |
|
Pension and
postretirement benefits plans |
|
Accumulated other
comprehensive loss |
||||||
Beginning balance, January 1, 2016
|
$
|
(21,079
|
)
|
|
$
|
(18,575
|
)
|
|
$
|
(39,654
|
)
|
Net current period change
|
(3,234
|
)
|
|
(6,347
|
)
|
|
(9,581
|
)
|
|||
Reclassification adjustments for losses reclassified into income
|
—
|
|
|
390
|
|
|
390
|
|
|||
Ending balance, December 31, 2016
|
$
|
(24,313
|
)
|
|
$
|
(24,532
|
)
|
|
$
|
(48,845
|
)
|
Net current period change
|
7,141
|
|
|
814
|
|
|
7,955
|
|
|||
Reclassification adjustments for losses reclassified into income
|
—
|
|
|
(345
|
)
|
|
(345
|
)
|
|||
Ending balance, December 31, 2017
|
$
|
(17,172
|
)
|
|
$
|
(24,063
|
)
|
|
$
|
(41,235
|
)
|
2017
|
Before Tax
Amount |
|
Tax (Expense)
Benefit |
|
After Tax Amount
|
||||||
Retirement benefits adjustment:
|
|
|
|
|
|
||||||
Net actuarial gain and prior service credit
|
$
|
1,072
|
|
|
$
|
(258
|
)
|
|
$
|
814
|
|
Reclassification of actuarial loss and prior service cost to net income
|
(257
|
)
|
|
(88
|
)
|
|
(345
|
)
|
|||
Net unrealized gain
|
815
|
|
|
(346
|
)
|
|
469
|
|
|||
Cumulative translation adjustment
|
7,141
|
|
|
—
|
|
|
7,141
|
|
|||
Total other comprehensive income
|
$
|
7,956
|
|
|
$
|
(346
|
)
|
|
$
|
7,610
|
|
|
|
|
|
|
|
||||||
2016
|
Before Tax
Amount |
|
Tax (Expense)
Benefit |
|
After Tax Amount
|
||||||
Retirement benefits adjustment:
|
|
|
|
|
|
||||||
Net actuarial gain and prior service credit
|
$
|
(6,553
|
)
|
|
$
|
206
|
|
|
$
|
(6,347
|
)
|
Reclassification of actuarial loss and prior service cost to net income
|
507
|
|
|
(117
|
)
|
|
390
|
|
|||
Net unrealized loss
|
(6,046
|
)
|
|
89
|
|
|
(5,957
|
)
|
|||
Cumulative translation adjustment
|
(3,235
|
)
|
|
1
|
|
|
(3,234
|
)
|
|||
Total other comprehensive loss
|
$
|
(9,281
|
)
|
|
$
|
90
|
|
|
$
|
(9,191
|
)
|
16.
|
Quarterly Financial Data (Unaudited)
|
|
Revenues
|
|
Gross Profit
|
|
Operating
Income |
|
Net Income (Loss)
|
|
Basic and Diluted
Earnings (Loss) Per Share |
||||||||||
2017:
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
$
|
173,416
|
|
|
$
|
21,503
|
|
|
$
|
4,557
|
|
|
$
|
628
|
|
|
$
|
0.02
|
|
Second
|
$
|
195,127
|
|
|
$
|
22,701
|
|
|
$
|
7,568
|
|
|
$
|
131
|
|
|
$
|
0.00
|
|
Third
|
$
|
198,349
|
|
|
$
|
25,150
|
|
|
$
|
10,682
|
|
|
$
|
4,763
|
|
|
$
|
0.16
|
|
Fourth
|
$
|
188,339
|
|
|
$
|
23,211
|
|
|
$
|
8,638
|
|
|
$
|
(7,227
|
)
|
|
$
|
(0.24
|
)
|
2016:
|
|
|
|
|
|
|
|
|
|
||||||||||
First
|
$
|
180,291
|
|
|
$
|
25,704
|
|
|
$
|
8,580
|
|
|
$
|
2,563
|
|
|
$
|
0.09
|
|
Second
|
$
|
178,251
|
|
|
$
|
24,331
|
|
|
$
|
8,427
|
|
|
$
|
2,720
|
|
|
$
|
0.09
|
|
Third
|
$
|
153,604
|
|
|
$
|
18,919
|
|
|
$
|
4,466
|
|
|
$
|
1,147
|
|
|
$
|
0.04
|
|
Fourth
|
$
|
149,966
|
|
|
$
|
18,276
|
|
|
$
|
3,910
|
|
|
$
|
355
|
|
|
$
|
0.01
|
|
(1)
|
See Note 11 for discussion on the computation of diluted shares outstanding.
|
17.
|
Restructuring
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
(in millions)
|
|
2015 Expense
|
|
2016 Expense
|
|
2017 (Income) Expense / Adjustment
|
|
Total Expense
|
|
Statement of Operations Classification
|
||||||||
Edgewood Facility
|
|
|
|
|
|
|
|
|
|
|
||||||||
Separation costs
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
Cost of revenues
|
Facility and other costs
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
Cost of revenues
|
||||
Total
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
|
Piedmont Facility
|
|
|
|
|
|
|
|
|
|
|
||||||||
Separation costs
|
|
$
|
0.1
|
|
|
$
|
0.5
|
|
|
$
|
(0.2
|
)
|
|
$
|
0.4
|
|
|
Cost of revenues
|
Facility and other costs
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
Cost of revenues
|
||||
Total
|
|
$
|
0.1
|
|
|
$
|
0.9
|
|
|
$
|
(0.2
|
)
|
|
$
|
0.8
|
|
|
|
Monona Facility
|
|
|
|
|
|
|
|
|
|
|
||||||||
Separation costs
|
|
$
|
0.2
|
|
|
$
|
0.3
|
|
|
$
|
(0.2
|
)
|
|
$
|
0.3
|
|
|
Cost of revenues
|
Facility and other costs
|
|
—
|
|
|
0.1
|
|
|
1.3
|
|
|
1.4
|
|
|
Cost of revenues
|
||||
Total
|
|
$
|
0.2
|
|
|
$
|
0.4
|
|
|
$
|
1.1
|
|
|
$
|
1.7
|
|
|
|
Shadyside Facility
|
|
|
|
|
|
|
|
|
|
|
||||||||
Separation costs
|
|
$
|
0.2
|
|
|
$
|
1.5
|
|
|
$
|
0.5
|
|
|
$
|
2.2
|
|
|
Cost of revenues
|
Facility and other costs
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|
0.4
|
|
|
Cost of revenues
|
||||
Total
|
|
$
|
0.2
|
|
|
$
|
1.7
|
|
|
$
|
0.7
|
|
|
$
|
2.6
|
|
|
|
Other Restructuring
|
|
|
|
|
|
|
|
|
|
|
||||||||
Separation costs
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
Cost of revenues
|
Separation costs
|
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|
0.3
|
|
|
Selling, general and administrative
|
||||
Total
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
|
Total Restructuring
|
|
$
|
0.8
|
|
|
$
|
3.5
|
|
|
$
|
1.6
|
|
|
$
|
5.9
|
|
|
|
|
2017
|
||||||||||
|
Employee Costs
|
|
Facility Exit and Other Contractual Costs
|
|
Total
|
||||||
Balance - Beginning of the year
|
$
|
2,229
|
|
|
$
|
45
|
|
|
$
|
2,274
|
|
Provisions
|
196
|
|
|
1,402
|
|
|
1,598
|
|
|||
Utilizations
|
(2,382
|
)
|
|
(1,447
|
)
|
|
(3,829
|
)
|
|||
Balance - End of the year
|
$
|
43
|
|
|
$
|
—
|
|
|
$
|
43
|
|
|
|
|
|
|
|
||||||
|
2016
|
||||||||||
|
Employee Costs
|
|
Facility Exit and Other Contractual Costs
|
|
Total
|
||||||
Balance - Beginning of the year
|
$
|
542
|
|
|
$
|
43
|
|
|
$
|
585
|
|
Provisions
|
2,668
|
|
|
839
|
|
|
3,507
|
|
|||
Utilizations
|
(981
|
)
|
|
(837
|
)
|
|
(1,818
|
)
|
|||
Balance - End of the year
|
$
|
2,229
|
|
|
$
|
45
|
|
|
$
|
2,274
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
A.
|
Directors of the Registrant
|
Name
|
|
Age
|
|
|
Principal Position(s)
|
Richard A. Snell
|
|
75
|
|
|
Chairman and Director
|
Patrick E. Miller
|
|
50
|
|
|
President, Chief Executive Officer and Director
|
Scott C. Arves
|
|
60
|
|
|
Director
|
Harold Bevis
|
|
58
|
|
|
Director
|
Wayne Rancourt
|
|
55
|
|
|
Director
|
Roger Fix
|
|
63
|
|
|
Director
|
Robert C. Griffin
|
|
70
|
|
|
Director
|
B.
|
Executive Officers
|
C.
|
Section 16(a) Beneficial Ownership Reporting Compliance and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Number of Securities to be
Issued upon Exercise of
Outstanding Options,
Warrants and Rights
|
|
Weighted-average
Exercise Price of
Outstanding
Options, Warrants
and Rights
|
|
Number of
Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
|
||||
2014 Equity Incentive Plan approved by security holders
|
—
|
|
|
$
|
—
|
|
|
2,553,463
|
|
Item 13
|
Certain Relationships, Related Transactions and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits, Financial Statements Schedules
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance - Beginning of the year
|
$
|
3,881
|
|
|
$
|
4,539
|
|
|
$
|
2,808
|
|
Provisions
|
5,488
|
|
|
5,547
|
|
|
4,640
|
|
|||
Utilizations
|
(4,264
|
)
|
|
(6,063
|
)
|
|
(2,828
|
)
|
|||
Currency translation adjustment
|
137
|
|
|
(142
|
)
|
|
(81
|
)
|
|||
Balance - End of the year
|
$
|
5,242
|
|
|
$
|
3,881
|
|
|
$
|
4,539
|
|
|
2017
|
|
2016
|
|
2015
|
|||||
Balance - Beginning of the year
|
12,546
|
|
|
$
|
14,404
|
|
|
$
|
11,770
|
|
Provisions
|
2,506
|
|
|
2,917
|
|
|
3,436
|
|
||
Utilizations
|
(31
|
)
|
|
(4,775
|
)
|
|
(802
|
)
|
||
Balance - End of the year
|
15,021
|
|
|
$
|
12,546
|
|
|
$
|
14,404
|
|
(2)
|
LIST OF EXHIBITS
|
Exhibit No.
|
|
Description
|
|
|
|
|
Asset Purchase Agreement, dated as of January 28, 2011, by and among CVG Alabama LLC and Bostrom Seating, Inc., (incorporated by reference to the Company’s annual report on Form 10-K (File No. 000-34365), filed on March 15, 2011).
|
|
|
|
|
|
Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No. 000-50890), filed on September 17, 2004).
|
|
|
|
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated as of May 12, 2011 (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on May 13, 2011).
|
|
|
|
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated as of May 15, 2015 (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on May 15, 2015).
|
|
|
|
|
|
Amended and Restated By-laws of the Company (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No. 000-50890), filed on September 17, 2004).
|
|
|
|
|
|
Certificate of Designations of Series A Preferred Stock (included as Exhibit A to the Rights Agreement incorporated by reference to Exhibit 4.8) (incorporated by reference to the Company’s current report on Form 8-K (File No. 000-50890), filed on May 22, 2009.
|
|
|
|
|
|
Registration Rights Agreement, dated July 6, 2005, among the Company, the subsidiary guarantors party thereto and the purchasers named therein (incorporated herein by reference to the Company’s current report on Form 8-K (File No. 000-50890), filed on July 8, 2005).
|
|
|
|
|
|
Commercial Vehicle Group, Inc. Rights Agreement, dated as of May 21, 2009, by and between the Company and Computershare Trust Company, N.A. (incorporated by reference to the Company’s current report on Form 8-K (File No. 000-50890), filed on May 22, 2009).
|
|
|
|
|
|
Form of Rights Certificate (included as Exhibit B to the Rights Agreement) (incorporated by reference to the Company’s current report on Form 8-K (File No. 000-50890), filed on May 22, 2009).
|
|
|
|
|
|
Form of Summary of Rights to Purchase (included as Exhibit C to the Rights Agreement) (incorporated by reference to the Company’s current report on Form 8-K (File No. 000-50890), filed on May 22, 2009).
|
|
|
|
|
|
Commercial Vehicle Group, Inc. Amendment No. 1 to Rights Agreement, dated as of March 9, 2011, by and between the Company and Computershare Trust Company, N.A. (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on March 9, 2011).
|
|
|
|
|
|
Form of Certificate of Common Stock of the Company (incorporated by reference to the Company’s registration statement on Form S-1/A (File No. 333-115708), filed August 3, 2004).
|
|
|
|
|
|
Amended and Restated Loan and Security Agreement, dated as of April 26, 2011, by and among the Company, certain of the Company’s subsidiaries, as borrowers, and Bank of America, N.A. as agent and lender (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on April 28, 2011.
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Second Amended and Restated Loan and Security Agreement, dated as of November 15, 2013, by and among the Company, certain of the Company’s subsidiaries, as borrowers, and Bank of America, N.A. as agent and lender, (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on November 21, 2013).
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|
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Third Amended and Restated Loan and Security Agreement, dated as of April 12, 2017, by and among the Company, certain of the Company’s subsidiaries, as borrowers, and Bank of America, N.A. as agent and other lender parties thereto (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on April 13, 2017).
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|
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Term Loan Agreement, dated as of April 12, 2017, by and among the Company, Bank of America, N.A., as administrative agent, and other lender parties thereto (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on April 13, 2017).
|
Exhibit No.
|
|
Description
|
|
|
|
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Commercial Vehicle Group, Inc. Fourth Amended and Restated Equity Incentive Plan (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on May 13, 2011).
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Commercial Vehicle Group, Inc. 2014 Equity Incentive Plan (incorporated by reference from the Company proxy statement on Form Schedule 14A (File No. 001-34365), filed on April 11, 2014).
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Amended and Restated Commercial Vehicle Group, Inc. 2014 Equity Incentive Plan (incorporated by reference from the Company current report on Form 8-K (File No. 001-34365), filed on May 17, 2017).
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Commercial Vehicle Group, Inc. 2017 Annual Incentive Plan (incorporated by reference from the Company current report on Form 10-Q (File No. 001-34365), filed on May 5, 2017).
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Registration Agreement, dated October 5, 2000, by and among Bostrom Holding, Inc. and the investors listed on Schedule A attached thereto (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-115708), filed on May 21, 2004).
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|
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Joinder to the Registration Agreement, dated as of May 20, 2004, by and among Commercial Vehicle Group, Inc. and the prior stockholders of Trim Systems (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No. 000-50890), filed on September 17, 2004).
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Assignment and Assumption Agreement, dated as of June 1, 2004, between Mayflower Vehicle Systems PLC and Mayflower Vehicle Systems, Inc. (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-125626), filed on June 8, 2005).
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Form of Cash Performance Award pursuant to the Commercial Vehicle Group, Inc. Fourth Amended and Restated Equity Incentive Plan (incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-34365), filed on March 11, 2013).
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Form of Restricted Stock Agreement pursuant to the Commercial Vehicle Group, Inc. 2014 Equity Incentive Plan (incorporated by reference from the Company quarterly report on Form 10-Q (File No. 001-34365), filed on November 7, 2014).
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Offer letter, dated September 27, 2013, to C. Timothy Trenary (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on September 30, 2013).
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Change in Control & Non-Competition Agreement dated January 23, 2014 with C. Timothy Trenary (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on January 24, 2014).
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Amended and Restated Deferred Compensation Plan dated November 5, 2008 (incorporated by reference to the Company’s annual report on Form 10-K (File No. 000-50890), filed on March 16, 2009).
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Form of indemnification agreement with directors and executive officers (incorporated by reference to the Company’s annual report on Form 10-K (File No. 000-50890), filed on March 14, 2008).
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Change in Control & Non-Competition Agreement dated October 24, 2014 with Patrick Miller (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on October 28, 2014).
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Employment Agreement, dated as of March 22, 2016, between the Company and Patrick E. Miller (incorporated by reference to the company’s current report on form 8-K (File No. 001-34365), filed on March 24, 2016).
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|
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Change in Control & Non-Competition Agreement dated October 24, 2014 with Stacie Fleming (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on October 28, 2014).
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Change in Control & Non-Competition Agreement dated February 1, 2016 with Greg Boese.
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Change in Control & Non-Competition Agreement dated February 1, 2016 with Dale McKillop.
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Retention Bonus Agreement between the Company and Mr. Trenary effective March 22, 2016 (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No. 001-34365), filed on August 3, 2016).
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Contract for Purchase and Sale of Real Property between Mayflower Vehicle Systems, LLC and Warren Distribution, Inc. dated July 24, 2017 (incorporated by reference from the Company quarterly report on Form 10-Q (File No. 001-34365), filed on November 7, 2017).
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Exhibit No.
|
|
Description
|
|
Computation of ratio of earnings to fixed charges.
|
|
|
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Subsidiaries of Commercial Vehicle Group, Inc.
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Consent of KPMG LLP.
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302 Certification by Patrick E. Miller, President and Chief Executive Officer.
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302 Certification by C. Timothy Trenary, Executive Vice President and Chief Financial Officer.
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906 Certification by Patrick E. Miller pursuant to 18 U.S.C. Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002.
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|
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906 Certification by C. Timothy Trenary pursuant to 18 U.S.C. Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002.
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101.INS
|
|
XBRL Instance Document
|
|
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101.SCH
|
|
XBRL Schema Document
|
|
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|
101.CAL
|
|
XBRL Calculation Linkbase Document
|
|
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|
101.LAB
|
|
XBRL Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Presentation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Definition Linkbase Document
|
*
|
Management contract or compensatory plan or arrangement required to be filed as an exhibit to this annual report on Form 10-K.
|
**
|
The schedules and exhibits to the Asset Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S—K. The Company will furnish supplementally a copy of any such omitted schedules or exhibits to the SEC upon request.
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|
|
COMMERCIAL VEHICLE GROUP, INC.
|
|
|
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By:
|
/s/ Patrick E. Miller
|
|
Patrick E. Miller
|
|
President and Chief Executive Officer
|
|
|
|
Signature
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Title
|
|
|
|
/s/ Richard A. Snell
|
|
Chairman and Director
|
Richard A. Snell
|
|
|
|
|
|
/s/ Patrick E. Miller
|
|
President, Chief Executive Officer
|
Patrick E. Miller
|
|
(Principal Executive Officer) and Director
|
|
|
|
/s/ Scott C. Arves
|
|
Director
|
Scott C. Arves
|
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|
|
|
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/s/ Harold Bevis
|
|
Director
|
Harold Bevis
|
|
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/s/ Wayne Rancourt
|
|
Director
|
Wayne Rancourt
|
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|
|
|
|
/s/ Roger Fix
|
|
Director
|
Roger Fix
|
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|
|
|
|
/s/ Robert C. Griffin
|
|
Director
|
Robert C. Griffin
|
|
|
|
|
|
/s/ C. Timothy Trenary
|
|
Chief Financial Officer
|
C. Timothy Trenary
|
|
(Principal Financial Officer)
|
|
|
|
/s/ Stacie N. Fleming
|
|
Chief Accounting Officer
|
Stacie N. Fleming
|
|
(Principal Accounting Officer)
|
A.
|
The Company is engaged in the business of developing, manufacturing, and marketing of interior systems, vision safety solutions and other cab-related
related products for the global commercial vehicle market, including the heavy-duty (Class 8) truck market, the construction market and other specialized transportation markets and in connection therewith develops and uses valuable technical and nontechnical trade secrets and other confidential information which it desires to protect.
|
B.
|
You will continue to be employed as an office or key employee of the Company.
|
C.
|
The Company considers your continued services to be in the best interest of the Company and desires, through this Agreement, to assure your continued services on behalf of the Company on an objective and impartial basis and without distraction or conflict of interest in the event of an attempt to obtain control of the Company.
|
D.
|
You are willing to remain in the employ of the Company on the terms set forth in this agreement.
|
1.
|
Consideration
.
As consideration for your entering into this Agreement and your willingness to remain bound by its terms, the Company shall continue to employ you and provide you with access to certain Confidential Information as defined in this Agreement and other valuable consideration as provided for throughout this Agreement, including in Sections 3 and 4 of this Agreement.
|
2.
|
Employment
|
a)
|
Position.
You will continue to be employed as Senior Vice President and Managing Director, reporting to the President and Chief Executive Officer of the Company. You shall continue to perform the duties, undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by persons employed in similar executive capacities.
|
b)
|
Restricted Employment.
While employed by the Company, you shall devote your best efforts to the business of the Company and shall not engage in any outside employment or consulting work without first securing the approval of the Company’s Board of Directors. Furthermore, so long as you are employed under this Agreement, you agree to devote your full time and efforts
|
3.
|
Compensation
|
a)
|
Your compensation will be continued at your current annual base rate (“Basic Salary”), payable in accordance with the normal payroll practices of the Company. Your base salary may be increased from time to time by action of the Board of Directors of the Company. You will also be eligible for a cash bonus under a performance bonus plan which is determined annually by the Board of Directors of the Company.
|
b)
|
You will be entitled to receive equity and other long term incentive awards (including but not limited to stock awards) pursuant to the terms of the Company’s Equity Incentive Plan or other plan adopted by the Board of Directors of the Company from time to time. If a “Change in Control,” as defined in Section 8(e)(v) shall occur (i) in which the Company does not survive as a result of such Change in Control, or substantially all of the assets of the Company are sold as a result of such Change in Control, and (ii) in which the surviving entity does not assume the obligations of your outstanding stock options upon the Change in Control, then all outstanding stock options and restricted stock issued to you prior to the Change in Control will be immediately vested upon such Change of Control and such options will be exercisable for a period of at least 12 months from the date of the Change in Control, but, in no event, following the expiration date of the term of such stock options.
|
c)
|
Subject to applicable Company policies, you will be reimbursed for necessary and reasonable business expenses incurred in connection with the performance of your duties hereunder or for prompting, pursuing or otherwise furthering the business or interest of the Company.
|
4.
|
Fringe Benefits.
You will be entitled to receive employee benefits and participate in any employee benefit plans, in accordance with their terms as from time to time amended, that the Company maintains during your employment and which are made generally available to all other executive management employees in like positions. This includes medical and dental insurance, life insurance, disability insurance, supplemental medical insurance and 401(k) plan including all executive benefits as approved by the Board of Directors’ Compensation Committee.
|
5.
|
Confidential Information
|
a)
|
As used throughout this Agreement, the term “Confidential Information” means any information you acquire during employment by the Company (including information you conceive, discover or develop) which is not readily available to the general public and which relates to the business, including research and development projects, of the Company, its subsidiaries or its affiliated companies.
|
b)
|
Confidential Information includes, without limitation, information of a technical nature (such as trade secrets, inventions, discoveries, product requirements, designs, software codes and manufacturing methods), matters of a business nature (such as customer lists, the identities of customer contacts, information about customer requirements and preferences, the terms of the Company’s contracts with its customers and suppliers, and the Company’s costs and prices), personnel information (such as the identities, duties, customer contacts, and skills of the Company’s employees) and other financial information relating to the Company and its customers (including credit terms, methods of conducting business, computer systems, computer software, personnel data, and strategic marketing, sales or other business plans.) Confidential Information may or may not be patentable.
|
c)
|
Confidential Information does not include information which you learned prior to employment with the Company from sources other than the Company, information you develop after employment from sources other than the Company’s Confidential Information or information which is readily available to persons with equivalent skills, training and experience in the same fields or fields of endeavor as you. You must presume that all information that is disclosed or made accessible to you during employment by the Company is Confidential Information if you have a reasonable basis to believe the information is Confidential Information or if you have notice that the Company treats the information as Confidential Information.
|
d)
|
Except in conducting the Company’s business, you shall not at any time, either during or following your employment with the Company, make use of, or disclose to any other person or entity, any Confidential Information unless (i) the specific information becomes public from a source other than you or another person or entity that owes a duty of confidentiality to the Company and (ii) twelve months have passed since the specific information became public. However, you may discuss Confidential Information with employees of the Company when necessary to perform your duties to the Company. Notwithstanding the foregoing, if you are ordered by a court of competent jurisdiction to disclose Confidential Information, you will officially advise the Court that you are under a duty of confidentiality to the Company hereunder, take reasonable steps to delay disclosure until the Company may be heard by the Court, give the Company prompt notice of such Court order, and if ordered to disclose such Confidential Information you shall seek to do so under seal or in camera or in such other manner as reasonably designed to restrict the public disclosure and maintain the maximum confidentiality of such Confidential Information.
|
e)
|
Upon Employment Separation, you shall deliver to the Company all originals, copies, notes, documents, computer data bases, disks, and CDs, or records of any kind that reflect or relate to any Confidential Information. As used herein, the term “notes” means written or printed words, symbols, pictures, numbers or formulae. As used throughout this Agreement, the term “Employment Separation” means the separation from and/or termination of your employment with the Company, regardless of the time, manner or cause of such separation or termination.
|
6.
|
Inventions.
|
a)
|
As used throughout this Agreement, the term “Inventions” means any inventions, improvements, designs, plans, discoveries or innovations of a technical or business nature, whether patentable or not, relating in any way to the Company’s business or contemplated business if the Invention is conceived or reduced to practice by you during your employment by the Company. Inventions include all data, records, physical embodiments and intellectual property pertaining thereto. Inventions reduced to practice within one year following Employment Separation shall be presumed to have been conceived during employment.
|
b)
|
Inventions are the Company’s exclusive property and shall be promptly disclosed and assigned to the Company without additional compensation of any kind. If requested by the Company, you, your heirs, your executors, your administrators or legal representative will provide any information, documents, testimony or other assistance needed for the Company to acquire, maintain, perfect or exercise any form of legal protection that the Company desires in connection with and Invention.
|
c)
|
Upon Employment Separation, you shall deliver to the Company all copies of and all notes with respect to all documents or records of any king that relate to any Inventions.
|
7.
|
Non-competition and Non-solicitation.
|
a)
|
By entering into this Agreement, you acknowledge that the Confidential Information has been and will be developed and acquired by the Company by means of substantial expense and effort, that the Confidential Information is a valuable asset of the Company’s business, that the disclosure of the Confidential Information to any of the Company’s competitors would cause substantial and irreparable injury to the Company’s business, and that any customers of the Company developed by you or others during your employment are developed on behalf of the Company. You further acknowledge that you have been provided with access to Confidential Information, including Confidential Information concerning the Company’s major customers, and its technical, marketing and business plans, disclosure or misuse of which would irreparably injure the Company.
|
b)
|
In exchange for the consideration specified in Section 1 of this Agreement — the adequacy of which you expressly acknowledge — you agree that during your employment by the Company and for a period of twelve (12) months following Employment Separation, you shall not, directly or indirectly, as an owner, shareholder, officer, employee, manager, consultant, independent contractor, or otherwise:
|
(i)
|
Attempt to recruit or hire, interfere with or harm, or attempt to interfere with or harm, the relationship of the Company, its subsidiaries or affiliates, with any person who is an employee, customer or supplier of the Company, its subsidiaries or affiliates;
|
(ii)
|
Contact any employee of the Company for the purpose of discussion or suggesting that such employee resign form employment with the Company for the purpose of becoming employed elsewhere or provide information about individual employees of the Company or personnel policies or procedures of the Company to any person or entity, including any individual,
|
(iii)
|
Own, manage, operate, join control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that competes or plans to compete, directly or indirectly, with the Company, its products, or any division, subsidiary or affiliate of the Company; provided, however, that your “beneficial ownership,” either individually or as a member of a “group” as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), of not more than two percent (2%) of the voting stock of any publicly held corporation, shall not be a violation of this Agreement.
|
8.
|
Termination of Employment
|
a)
|
Termination Upon Death or Disability.
Your employment will terminate automatically upon your death. The Company will be entitled to terminate your employment because of your disability upon 30 days written notice. “Disability” will mean “total disability” as defined in the Company’s long term disability plan or any successor thereto. In the event of a termination under this Section, 8 (a), the Company will pay you the earned but unpaid portion of your Basic Salary through the termination date. Additionally, you will be entitled to any Annual Bonus earned with respect to the previous calendar year, but unpaid as of the employment termination date; and a prorated amount of the Annual Bonus for the calendar year in which the termination occurs, calculated by multiplying the Annual Bonus that the Executive would have received for such year had Executive’s employment continued through the end of such calendar year by a fraction, the numerator of which is the number of days the Executive was employed during the applicable year and the denominator of which is 365.
|
b)
|
Termination by Company for Cause.
An Employment Separation for Cause will occur upon a determination by the Company that “Cause” exists for your termination and the Company serves you written notice of such termination. As used in this Agreement, the term “Cause” shall refer only to any one or more of the following grounds:
|
(i)
|
Commission of an act of dishonesty involving the Company, its business or property, including, but not limited to, misappropriation of funds or any property of the Company;
|
(ii)
|
Engagement in activities or conduct clearly injurious to the best interest or reputation of the Company;
|
(iii)
|
Willful and continued failure substantially to perform your duties under this Agreement (other than as a result of physical or mental illness or injury), after the Board of Directors of the Company delivers to you a written demand for substantial performance that specifically identifies the manner in which the Board believes that you have not substantially performed your duties;
|
(iv)
|
Illegal conduct or gross misconduct that is willful and results in material and demonstrable damage to the business or reputation of the Company;
|
(v)
|
The clear and willful violation of any of the material terms and conditions of this Agreement or any other written agreement or agreements you may from time to time have with the Company;
|
(vi)
|
The clear and willful violation of the Company’s code of business conduct or the clear violation of any other rules of behavior as may be provided in any employee handbook which would be grounds for dismissal of any employee of the Company or;
|
(vii)
|
Commission of a crime which is a felony, a misdemeanor involving an act of moral turpitude, or a misdemeanor committed in connection with your employment by the Company which causes the Company a substantial detriment.
|
(viii)
|
No act or failure to shall be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interests of the Company. Any act or failure to act that is based upon authority given pursuant to a resolution duly adopted by the Board of Directors, or the advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by you in the good faith and in the best interest of the Company.
|
(ix)
|
In the event of a termination under this Section 8 (b), the Company will pay you only the earned but unpaid portion of your Basic Salary through the termination date.
|
(x)
|
Following a termination for Cause by the Company, if you desire to contest such determination, your sole remedy will be to submit the Company’s determination of Cause to arbitration in Columbus, Ohio before a single arbitrator under the commercial arbitration rules of the American Arbitration Association. If the arbitrator determines that the termination was other than for Cause, the Company’s sole liability to you will be the amount that would be payable to you under Section 8.d) of this Agreement for a termination of your employment by the Company without Cause. Each party will bear his or its own expenses of the arbitration.
|
c)
|
Termination by You. In the event of an Employment Separation as a result of a termination by your for any reason, you must provide the Company with a least 14 days advance written notice (“Notice of Termination”) and continue working for the Company during the 14-day notice period, but only if the Company so desires to continue your employment and to compensate you during such period.
|
d)
|
Termination
by Company Without Cause
. In the event of an Employment Separation as a result of termination by the Company without Cause, the Company will pay you the earned but unpaid
|
e)
|
Termination Following Change of Control. If a “Change in Control” as defined in Section 8 (e) (v), shall have occurred and within 13 months following such Change in Control the Company terminates your employment other than for Cause, as defined in Section 8 (b), or you terminate your employment for Good Reason, as that term is defined in Section 8(e) (vi), then you shall be entitled to the benefits described below:
|
(i)
|
You shall be entitled to the unpaid portion Basic Salary plus credit for any vacation accrued but not taken and the amount of any earned but unpaid portion of any bonus, incentive compensation, or any other Fringe Benefit to which you are entitled under this Agreement through the date of the termination as a result of a Change in Control (the “Unpaid Earned Compensation”), plus 1.0 times your “Current Annual Compensation” as defined in this Section 8e (i) (the “Salary Termination Benefit”). “Current Annual Compensation” shall mean the total of your Basic Salary in effect at the Termination Date, plus the average annual performance bonus actually received by you over the last three years fiscal years (or if you have been employed for a shorter period of time over such period during which you performed services for the Company) plus any medical, financial and insurance coverage provided presently under your current annual compensation plan, and shall not include the value of any stock options granted or exercised, restricted stock awards granted or vested, contributions to 401 (k) or other qualified plans.”
|
(ii)
|
Immediate vesting of all outstanding stock options and restricted stock awards issued to you, and thereafter shall be exercisable for a period of at least 12 months after the Termination Date but, in no event following the expiration date of eh term of such options.
|
(iii)
|
The Company shall maintain for your benefit (or at your election make COBRA payments for your benefit), until the earlier of (A) 12 months after termination of employment following a Change in Control, or (B) your commencement of full-time employment with a new employer with comparable benefits, all life insurance, medical, health and accident, and disability plans or programs, such plans or programs to be maintained at the then current standards of the Company, in which you shall have been entitled to participate prior to termination of employment
|
(iv)
|
The Unpaid Earned Compensation shall be paid to you within 15 days after termination of employment, one-half of the Salary Termination Benefit shall be payable to you as severance pay in a lump sum payment within 30 days after termination of employment, and one-half of the Salary Termination Benefit shall be payable to you as severance pay in equal monthly payments commencing 30 days after termination of employment and ending on the date that is the earlier of two and one-half months after the end of the Company’s fiscal year in which termination occurred or your death; provided, however, the Company may immediately discontinue the payment of the Termination Benefits if (i) you are in violation of any of your obligations under this Agreement, including in Sections 5, 6 or 7; and/or (ii) the Company, after your termination, learns of any facts about your job performance or conduct that would have given the Company Cause as defined in Section 8 (b) to terminate your employment. You shall have no duty to mitigate your damages by seeking other employment, and the Company shall not be entitled to set off against amounts payable hereunder any compensation which you may receive from future employment. To the extent necessary, the parties hereto agree to negotiate in good faith should any amendment to this Agreement required in order to comply with Section 409A of the Code, provided, however, no amendment shall be effected after the occurrence of a Change in Control.
|
(v)
|
A “Change in Control” shall be deemed to have occurred if and when, after the date hereof, (i) any “person” (as that term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on the date hereof), including any “group” as such term is used in Section 13(d)(3) of the Exchange Act on the date hereof, shall acquire (or disclose the previous acquisition of) beneficial ownership (as that term is defined in Section 13(d) of the Exchange Act and the rules thereunder on the date hereof) of shares of the outstanding stock of any class or classes of the Company which results in such person or group possessing more than 50% of the total voting power of the Company’s outstanding voting securities ordinarily having the right to vote for the election of directors of the Company; or (ii) as the result of, or in connection with, any tender or exchange offer, merger or other business combination, or contested election, or any combination of the foregoing transactions (a “Transaction”), the owners of the voting shares of the Company outstanding immediately prior to such Transaction own less than a majority of the voting shares of the Company after the Transaction; or (iii) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Company (or who take office following the approval of a majority of the directors then in office who were directors at the beginning of the period) cease for
|
(vi)
|
As used in this Agreement, the term “Good Reason” means without your written consent:
|
(A)
|
a material change in our status, position or responsibilities which, in your reasonable judgment, does not represent a promotion from your existing status, position or responsibilities as in effect immediately prior to the Change in Control; the assignment of any duties or responsibilities or the removal or termination of duties or responsibilities (except in connection with the termination of employment for total and permanent disability, death, or Cause, or by you other than for Good Reason), which, in your reasonable judgment, are materially inconsistent with such status, position or responsibilities;
|
(B)
|
a reduction by the Company in your Basic Salary as in effect on the date hereof or as the same may be increased from time to time during the term of this Agreement or the Company’s failure to increase (within twelve months of your last increase in Basic Salary) your Basic Salary after a Change in Control in an amount which at least equals, on a percentage basis, the average percentage increase in Basic Salary for all executive and senior officers of the Company, in like position, which were effected in the preceding twelve months;
|
(C)
|
the relocation of the Company’s principal executive office to a location outside the greater Columbus metropolitan area or the relocation of you by the Company to any place other than the location at which you performed duties prior to a Change in Control, except for required travel on the Company’s business to an extent consistent with business travel obligations at the time of a Change in Control;
|
(D)
|
the failure of the Company to continue in effect, or continue or materially reduce your participation in, any incentive, bonus or other compensation plan in which you participate, including but not limited to the Company’s stock option plans, unless an equitable arrangement (embodied in ongoing substitute or alternative plan), has been made or
|
(E)
|
the failure by the company to continue to provide you with benefits substantially similar to those enjoyed or to which you are entitled under any of the Company’s deferred compensation, pension, profit sharing, life insurance, medical, dental, health and accident, or disability plans at the time of a Change in Control, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive you of any material fringe benefit enjoyed or to which you are entitled at the time of the Change in Control, or the failure by the Company to provide the number of paid vacation and sick leave days to which you are entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy in effect on the date hereof;
|
(F)
|
the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement;
|
(G)
|
any request by the Company that you participate in an unlawful act or take any action constituting a breach of your professional standard of conduct; or
|
(H)
|
any breach of the Agreement on the part of the Company, Notwithstanding anything in this Section to the contrary, your right to terminate your employment pursuant to this Section shall not be affected by incapacity due to physical or mental illness.
|
(vii)
|
Upon any termination or expiration of the Agreement or any cessation of your employment hereunder, the Company shall have no further obligations under this Agreement and no further payments shall be payable by the Company to you, except as provided in Section 8 above and except as required under any benefit plans or arrangements maintained by the Company and applicable to you at the time of such termination, expiration or cessation of your employment.
|
(viii)
|
Enforcement of Agreement. The Company is aware that upon the occurrence of a Change in Control, the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute litigation seeking to have this Agreement declared unenforceable, or may take or attempt to take other action to deny you the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. Accordingly, if following a Change in Control it should appear to you that the Company has failed to comply with any of its obligations under Section 8 of this Agreement or in the event that the Company or any other person takes any action to declare Section 8 of this Agreement void or enforceable , or institutes any
|
f)
|
The non-competition periods described in Section 7 of this Agreement shall be suspended while you engage in any activities in breach of this Agreement. In the event that a court grants injunctive relief to the Company for your failure to comply with Section 7, the noncompetition period shall begin again on the date such injunctive relief is granted.
|
g)
|
Nothing contained in this Section 8 shall be construed as limiting your obligations under Sections 5, 6 or 7 of this Agreement concerning Confidential Information, Inventions, or Non-competition and Non-solicitation.
|
9.
|
Remedies; Venue; Process.
|
a)
|
You hereby acknowledge and agree that the Confidential Information disclosed to you prior to and during the term of this Agreement is of a special, unique and extraordinary character, and that any breach of this Agreement will cause the Company irreparable injury and damage, and consequently the Company shall be entitled, in addition to all other legal and equitable remedies available to it, to injunctive and any other equitable relief to prevent or cease a breach of Sections 5, 6 or 7 of this Agreement without further proof of harm and entitlement; that the terms of this Agreement, if enforced by the Company, will not unduly impair your ability to earn a living or pursue your vocation; and further, that the Company may cease paying any compensation and benefits under Section 8 if you fail to comply with this Agreement, without restricting the Company from other legal and equitable remedies. The parties agree that the prevailing party in litigation concerning a breach of this Agreement shall be entitled to all costs and expenses (including reasonable legal fees and expenses) which it incurs in successfully enforcing this Agreement and in prosecuting or defending any litigation (including appellate proceedings) concerning a breach of this Agreement.
|
b)
|
Except for actions brought under Section 8 (b) of this Agreement, the parties agree that jurisdiction and venue in any action brought pursuant to this Agreement to enforce its terms or otherwise with respect to the relationships between the parties shall properly lie in either the United States District Court for the Southern District of Ohio, Eastern Division, Columbus, Ohio, or the Court of Common Pleas of Franklin County, Ohio. Such jurisdiction and venue is exclusive, except that the Company may bring suit in any jurisdiction and venue where jurisdiction and venue would otherwise be proper if you may have breached Sections 5, 6 or 7 of this Agreement. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall constitute valid and lawful service of process against them, without the necessity for service by any other means provided by statute or rule of court.
|
10.
|
Exit Interview.
Prior to Employment Separation, you shall attend an exit interview if desired by the Company and shall, in any event, inform the Company at the earliest possible time of the identify of your future employer and of the nature of your future employment.
|
11.
|
No Waiver.
Any failure by the Company to enforce any provision of the Agreement shall not in any way affect the Company’s right to enforce such provision or any other provision at a later time.
|
12.
|
Saving.
If any provision of this Agreement is later found to be completely or partially unenforceable, the remaining part of that provision of any other provision of this Agreement shall still be valid and shall not in any way be affected by the finding. Moreover, if any provision is for any reason held to be unreasonably broad as to time, duration, geographical scope, activity or subject, such provision shall be interpreted and enforced by limiting and reducing it to preserve enforceability to the maximum extent permitted by law.
|
13.
|
No Limitation.
You acknowledge that your employment by the Company may be terminated at any time by the Company or by you with or without cause in accordance with the terms of this Agreement. This Agreement is in addition to and not in place of other obligations of trust, confidence and ethical duty imposed on you by law.
|
14.
|
Governing Law.
This Agreement shall be interpreted and enforced in accordance with the laws of the State of Ohio without reference to its choice of law rules.
|
15.
|
Final Agreement.
This Agreement replaces any existing agreement between you and the Company relating to the same subject matter and may be modified only by an agreement in writing signed by both you and a duly authorized representative of the Company.
|
16.
|
Further Acknowledgements.
YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED A COPY OF THIS AGREEMENT, THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT AFFECTS YOUR RIGHTS, AND THAT YOU HAVE ENTERED INTO THIS AGREEEMENT VOLUNTARILY.
|
17.
|
Code of Section 409A Compliance
|
a)
|
The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic
|
b)
|
An “Employment Separation: shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following an Employment Separation unless such Employment Separation is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to an Employment Separation or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.
|
c)
|
All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year.
|
d)
|
For purpose of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days”), the actual date of payment within the specified period shall be within the sole discretion of the Company.
|
e)
|
In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise.”
|
A.
|
The Company is engaged in the business of developing, manufacturing, and marketing of interior systems, vision safety solutions and other cab-related
related products for the global commercial vehicle market, including the heavy-duty (Class 8) truck market, the construction market and other specialized transportation markets and in connection therewith develops and uses valuable technical and nontechnical trade secrets and other confidential information which it desires to protect.
|
B.
|
You will continue to be employed as an office or key employee of the Company.
|
C.
|
The Company considers your continued services to be in the best interest of the Company and desires, through this Agreement, to assure your continued services on behalf of the Company on an objective and impartial basis and without distraction or conflict of interest in the event of an attempt to obtain control of the Company.
|
D.
|
You are willing to remain in the employ of the Company on the terms set forth in this agreement.
|
1.
|
Consideration
.
As consideration for your entering into this Agreement and your willingness to remain bound by its terms, the Company shall continue to employ you and provide you with access to certain Confidential Information as defined in this Agreement and other valuable consideration as provided for throughout this Agreement, including in Sections 3 and 4 of this Agreement.
|
2.
|
Employment
|
a)
|
Position.
You will continue to be employed as Senior Vice President and Managing Director, reporting to the President and Chief Executive Officer of the Company. You shall continue to perform the duties, undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by persons employed in similar executive capacities.
|
b)
|
Restricted Employment.
While employed by the Company, you shall devote your best efforts to the business of the Company and shall not engage in any outside employment or consulting work without first securing the approval of the Company’s Board of Directors. Furthermore, so long as you are employed under this Agreement, you agree to devote your full time and efforts
|
3.
|
Compensation
|
a)
|
Your compensation will be continued at your current annual base rate (“Basic Salary”), payable in accordance with the normal payroll practices of the Company. Your base salary may be increased from time to time by action of the Board of Directors of the Company. You will also be eligible for a cash bonus under a performance bonus plan which is determined annually by the Board of Directors of the Company.
|
b)
|
You will be entitled to receive equity and other long term incentive awards (including but not limited to stock awards) pursuant to the terms of the Company’s Equity Incentive Plan or other plan adopted by the Board of Directors of the Company from time to time. If a “Change in Control,” as defined in Section 8(e)(v) shall occur (i) in which the Company does not survive as a result of such Change in Control, or substantially all of the assets of the Company are sold as a result of such Change in Control, and (ii) in which the surviving entity does not assume the obligations of your outstanding stock options upon the Change in Control, then all outstanding stock options and restricted stock issued to you prior to the Change in Control will be immediately vested upon such Change of Control and such options will be exercisable for a period of at least 12 months from the date of the Change in Control, but, in no event, following the expiration date of the term of such stock options.
|
c)
|
Subject to applicable Company policies, you will be reimbursed for necessary and reasonable business expenses incurred in connection with the performance of your duties hereunder or for prompting, pursuing or otherwise furthering the business or interest of the Company.
|
4.
|
Fringe Benefits.
You will be entitled to receive employee benefits and participate in any employee benefit plans, in accordance with their terms as from time to time amended, that the Company maintains during your employment and which are made generally available to all other executive management employees in like positions. This includes medical and dental insurance, life insurance, disability insurance, supplemental medical insurance and 401(k) plan including all executive benefits as approved by the Board of Directors’ Compensation Committee.
|
5.
|
Confidential Information
|
a)
|
As used throughout this Agreement, the term “Confidential Information” means any information you acquire during employment by the Company (including information you conceive, discover or develop) which is not readily available to the general public and which relates to the business, including research and development projects, of the Company, its subsidiaries or its affiliated companies.
|
b)
|
Confidential Information includes, without limitation, information of a technical nature (such as trade secrets, inventions, discoveries, product requirements, designs, software codes and manufacturing methods), matters of a business nature (such as customer lists, the identities of customer contacts, information about customer requirements and preferences, the terms of the Company’s contracts with its customers and suppliers, and the Company’s costs and prices), personnel information (such as the identities, duties, customer contacts, and skills of the Company’s employees) and other financial information relating to the Company and its customers (including credit terms, methods of conducting business, computer systems, computer software, personnel data, and strategic marketing, sales or other business plans.) Confidential Information may or may not be patentable.
|
c)
|
Confidential Information does not include information which you learned prior to employment with the Company from sources other than the Company, information you develop after employment from sources other than the Company’s Confidential Information or information which is readily available to persons with equivalent skills, training and experience in the same fields or fields of endeavor as you. You must presume that all information that is disclosed or made accessible to you during employment by the Company is Confidential Information if you have a reasonable basis to believe the information is Confidential Information or if you have notice that the Company treats the information as Confidential Information.
|
d)
|
Except in conducting the Company’s business, you shall not at any time, either during or following your employment with the Company, make use of, or disclose to any other person or entity, any Confidential Information unless (i) the specific information becomes public from a source other than you or another person or entity that owes a duty of confidentiality to the Company and (ii) twelve months have passed since the specific information became public. However, you may discuss Confidential Information with employees of the Company when necessary to perform your duties to the Company. Notwithstanding the foregoing, if you are ordered by a court of competent jurisdiction to disclose Confidential Information, you will officially advise the Court that you are under a duty of confidentiality to the Company hereunder, take reasonable steps to delay disclosure until the Company may be heard by the Court, give the Company prompt notice of such Court order, and if ordered to disclose such Confidential Information you shall seek to do so under seal or in camera or in such other manner as reasonably designed to restrict the public disclosure and maintain the maximum confidentiality of such Confidential Information.
|
e)
|
Upon Employment Separation, you shall deliver to the Company all originals, copies, notes, documents, computer data bases, disks, and CDs, or records of any kind that reflect or relate to any Confidential Information. As used herein, the term “notes” means written or printed words, symbols, pictures, numbers or formulae. As used throughout this Agreement, the term “Employment Separation” means the separation from and/or termination of your employment with the Company, regardless of the time, manner or cause of such separation or termination.
|
6.
|
Inventions.
|
a)
|
As used throughout this Agreement, the term “Inventions” means any inventions, improvements, designs, plans, discoveries or innovations of a technical or business nature, whether patentable or not, relating in any way to the Company’s business or contemplated business if the Invention is conceived or reduced to practice by you during your employment by the Company. Inventions include all data, records, physical embodiments and intellectual property pertaining thereto. Inventions reduced to practice within one year following Employment Separation shall be presumed to have been conceived during employment.
|
b)
|
Inventions are the Company’s exclusive property and shall be promptly disclosed and assigned to the Company without additional compensation of any kind. If requested by the Company, you, your heirs, your executors, your administrators or legal representative will provide any information, documents, testimony or other assistance needed for the Company to acquire, maintain, perfect or exercise any form of legal protection that the Company desires in connection with and Invention.
|
c)
|
Upon Employment Separation, you shall deliver to the Company all copies of and all notes with respect to all documents or records of any king that relate to any Inventions.
|
7.
|
Non-competition and Non-solicitation.
|
a)
|
By entering into this Agreement, you acknowledge that the Confidential Information has been and will be developed and acquired by the Company by means of substantial expense and effort, that the Confidential Information is a valuable asset of the Company’s business, that the disclosure of the Confidential Information to any of the Company’s competitors would cause substantial and irreparable injury to the Company’s business, and that any customers of the Company developed by you or others during your employment are developed on behalf of the Company. You further acknowledge that you have been provided with access to Confidential Information, including Confidential Information concerning the Company’s major customers, and its technical, marketing and business plans, disclosure or misuse of which would irreparably injure the Company.
|
b)
|
In exchange for the consideration specified in Section 1 of this Agreement — the adequacy of which you expressly acknowledge — you agree that during your employment by the Company and for a period of twelve (12) months following Employment Separation, you shall not, directly or indirectly, as an owner, shareholder, officer, employee, manager, consultant, independent contractor, or otherwise:
|
(i)
|
Attempt to recruit or hire, interfere with or harm, or attempt to interfere with or harm, the relationship of the Company, its subsidiaries or affiliates, with any person who is an employee, customer or supplier of the Company, its subsidiaries or affiliates;
|
(ii)
|
Contact any employee of the Company for the purpose of discussion or suggesting that such employee resign form employment with the Company for the purpose of becoming employed elsewhere or provide information about individual employees of the Company or personnel policies or procedures of the Company to any person or entity, including any individual,
|
(iii)
|
Own, manage, operate, join control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that competes or plans to compete, directly or indirectly, with the Company, its products, or any division, subsidiary or affiliate of the Company; provided, however, that your “beneficial ownership,” either individually or as a member of a “group” as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), of not more than two percent (2%) of the voting stock of any publicly held corporation, shall not be a violation of this Agreement.
|
8.
|
Termination of Employment
|
a)
|
Termination Upon Death or Disability.
Your employment will terminate automatically upon your death. The Company will be entitled to terminate your employment because of your disability upon 30 days written notice. “Disability” will mean “total disability” as defined in the Company’s long term disability plan or any successor thereto. In the event of a termination under this Section, 8 (a), the Company will pay you the earned but unpaid portion of your Basic Salary through the termination date. Additionally, you will be entitled to any Annual Bonus earned with respect to the previous calendar year, but unpaid as of the employment termination date; and a prorated amount of the Annual Bonus for the calendar year in which the termination occurs, calculated by multiplying the Annual Bonus that the Executive would have received for such year had Executive’s employment continued through the end of such calendar year by a fraction, the numerator of which is the number of days the Executive was employed during the applicable year and the denominator of which is 365.
|
b)
|
Termination by Company for Cause.
An Employment Separation for Cause will occur upon a determination by the Company that “Cause” exists for your termination and the Company serves you written notice of such termination. As used in this Agreement, the term “Cause” shall refer only to any one or more of the following grounds:
|
(i)
|
Commission of an act of dishonesty involving the Company, its business or property, including, but not limited to, misappropriation of funds or any property of the Company;
|
(ii)
|
Engagement in activities or conduct clearly injurious to the best interest or reputation of the Company;
|
(iii)
|
Willful and continued failure substantially to perform your duties under this Agreement (other than as a result of physical or mental illness or injury), after the Board of Directors of the Company delivers to you a written demand for substantial performance that specifically identifies the manner in which the Board believes that you have not substantially performed your duties;
|
(iv)
|
Illegal conduct or gross misconduct that is willful and results in material and demonstrable damage to the business or reputation of the Company;
|
(v)
|
The clear and willful violation of any of the material terms and conditions of this Agreement or any other written agreement or agreements you may from time to time have with the Company;
|
(vi)
|
The clear and willful violation of the Company’s code of business conduct or the clear violation of any other rules of behavior as may be provided in any employee handbook which would be grounds for dismissal of any employee of the Company or;
|
(vii)
|
Commission of a crime which is a felony, a misdemeanor involving an act of moral turpitude, or a misdemeanor committed in connection with your employment by the Company which causes the Company a substantial detriment.
|
(viii)
|
No act or failure to shall be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interests of the Company. Any act or failure to act that is based upon authority given pursuant to a resolution duly adopted by the Board of Directors, or the advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by you in the good faith and in the best interest of the Company.
|
(ix)
|
In the event of a termination under this Section 8 (b), the Company will pay you only the earned but unpaid portion of your Basic Salary through the termination date.
|
(x)
|
Following a termination for Cause by the Company, if you desire to contest such determination, your sole remedy will be to submit the Company’s determination of Cause to arbitration in Columbus, Ohio before a single arbitrator under the commercial arbitration rules of the American Arbitration Association. If the arbitrator determines that the termination was other than for Cause, the Company’s sole liability to you will be the amount that would be payable to you under Section 8.d) of this Agreement for a termination of your employment by the Company without Cause. Each party will bear his or its own expenses of the arbitration.
|
c)
|
Termination by You. In the event of an Employment Separation as a result of a termination by your for any reason, you must provide the Company with a least 14 days advance written notice (“Notice of Termination”) and continue working for the Company during the 14-day notice period, but only if the Company so desires to continue your employment and to compensate you during such period.
|
d)
|
Termination
by Company Without Cause
. In the event of an Employment Separation as a result of termination by the Company without Cause, the Company will pay you the earned but unpaid
|
e)
|
Termination Following Change of Control. If a “Change in Control” as defined in Section 8 (e) (v), shall have occurred and within 13 months following such Change in Control the Company terminates your employment other than for Cause, as defined in Section 8 (b), or you terminate your employment for Good Reason, as that term is defined in Section 8(e) (vi), then you shall be entitled to the benefits described below:
|
(i)
|
You shall be entitled to the unpaid portion Basic Salary plus credit for any vacation accrued but not taken and the amount of any earned but unpaid portion of any bonus, incentive compensation, or any other Fringe Benefit to which you are entitled under this Agreement through the date of the termination as a result of a Change in Control (the “Unpaid Earned Compensation”), plus 1.0 times your “Current Annual Compensation” as defined in this Section 8e (i) (the “Salary Termination Benefit”). “Current Annual Compensation” shall mean the total of your Basic Salary in effect at the Termination Date, plus the average annual performance bonus actually received by you over the last three years fiscal years (or if you have been employed for a shorter period of time over such period during which you performed services for the Company) plus any medical, financial and insurance coverage provided presently under your current annual compensation plan, and shall not include the value of any stock options granted or exercised, restricted stock awards granted or vested, contributions to 401 (k) or other qualified plans.”
|
(ii)
|
Immediate vesting of all outstanding stock options and restricted stock awards issued to you, and thereafter shall be exercisable for a period of at least 12 months after the Termination Date but, in no event following the expiration date of eh term of such options.
|
(iii)
|
The Company shall maintain for your benefit (or at your election make COBRA payments for your benefit), until the earlier of (A) 12 months after termination of employment following a Change in Control, or (B) your commencement of full-time employment with a new employer with comparable benefits, all life insurance, medical, health and accident, and disability plans or programs, such plans or programs to be maintained at the then current standards of the Company, in which you shall have been entitled to participate prior to termination of employment
|
(iv)
|
The Unpaid Earned Compensation shall be paid to you within 15 days after termination of employment, one-half of the Salary Termination Benefit shall be payable to you as severance pay in a lump sum payment within 30 days after termination of employment, and one-half of the Salary Termination Benefit shall be payable to you as severance pay in equal monthly payments commencing 30 days after termination of employment and ending on the date that is the earlier of two and one-half months after the end of the Company’s fiscal year in which termination occurred or your death; provided, however, the Company may immediately discontinue the payment of the Termination Benefits if (i) you are in violation of any of your obligations under this Agreement, including in Sections 5, 6 or 7; and/or (ii) the Company, after your termination, learns of any facts about your job performance or conduct that would have given the Company Cause as defined in Section 8 (b) to terminate your employment. You shall have no duty to mitigate your damages by seeking other employment, and the Company shall not be entitled to set off against amounts payable hereunder any compensation which you may receive from future employment. To the extent necessary, the parties hereto agree to negotiate in good faith should any amendment to this Agreement required in order to comply with Section 409A of the Code, provided, however, no amendment shall be effected after the occurrence of a Change in Control.
|
(v)
|
A “Change in Control” shall be deemed to have occurred if and when, after the date hereof, (i) any “person” (as that term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on the date hereof), including any “group” as such term is used in Section 13(d)(3) of the Exchange Act on the date hereof, shall acquire (or disclose the previous acquisition of) beneficial ownership (as that term is defined in Section 13(d) of the Exchange Act and the rules thereunder on the date hereof) of shares of the outstanding stock of any class or classes of the Company which results in such person or group possessing more than 50% of the total voting power of the Company’s outstanding voting securities ordinarily having the right to vote for the election of directors of the Company; or (ii) as the result of, or in connection with, any tender or exchange offer, merger or other business combination, or contested election, or any combination of the foregoing transactions (a “Transaction”), the owners of the voting shares of the Company outstanding immediately prior to such Transaction own less than a majority of the voting shares of the Company after the Transaction; or (iii) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Company (or who take office following the approval of a majority of the directors then in office who were directors at the beginning of the period) cease for
|
(vi)
|
As used in this Agreement, the term “Good Reason” means without your written consent:
|
(A)
|
a material change in our status, position or responsibilities which, in your reasonable judgment, does not represent a promotion from your existing status, position or responsibilities as in effect immediately prior to the Change in Control; the assignment of any duties or responsibilities or the removal or termination of duties or responsibilities (except in connection with the termination of employment for total and permanent disability, death, or Cause, or by you other than for Good Reason), which, in your reasonable judgment, are materially inconsistent with such status, position or responsibilities;
|
(B)
|
a reduction by the Company in your Basic Salary as in effect on the date hereof or as the same may be increased from time to time during the term of this Agreement or the Company’s failure to increase (within twelve months of your last increase in Basic Salary) your Basic Salary after a Change in Control in an amount which at least equals, on a percentage basis, the average percentage increase in Basic Salary for all executive and senior officers of the Company, in like position, which were effected in the preceding twelve months;
|
(C)
|
the relocation of the Company’s principal executive office to a location outside the greater Columbus metropolitan area or the relocation of you by the Company to any place other than the location at which you performed duties prior to a Change in Control, except for required travel on the Company’s business to an extent consistent with business travel obligations at the time of a Change in Control;
|
(D)
|
the failure of the Company to continue in effect, or continue or materially reduce your participation in, any incentive, bonus or other compensation plan in which you participate, including but not limited to the Company’s stock option plans, unless an equitable arrangement (embodied in ongoing substitute or alternative plan), has been made or
|
(E)
|
the failure by the company to continue to provide you with benefits substantially similar to those enjoyed or to which you are entitled under any of the Company’s deferred compensation, pension, profit sharing, life insurance, medical, dental, health and accident, or disability plans at the time of a Change in Control, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive you of any material fringe benefit enjoyed or to which you are entitled at the time of the Change in Control, or the failure by the Company to provide the number of paid vacation and sick leave days to which you are entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy in effect on the date hereof;
|
(F)
|
the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement;
|
(G)
|
any request by the Company that you participate in an unlawful act or take any action constituting a breach of your professional standard of conduct; or
|
(H)
|
any breach of the Agreement on the part of the Company, Notwithstanding anything in this Section to the contrary, your right to terminate your employment pursuant to this Section shall not be affected by incapacity due to physical or mental illness.
|
(vii)
|
Upon any termination or expiration of the Agreement or any cessation of your employment hereunder, the Company shall have no further obligations under this Agreement and no further payments shall be payable by the Company to you, except as provided in Section 8 above and except as required under any benefit plans or arrangements maintained by the Company and applicable to you at the time of such termination, expiration or cessation of your employment.
|
(viii)
|
Enforcement of Agreement. The Company is aware that upon the occurrence of a Change in Control, the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute litigation seeking to have this Agreement declared unenforceable, or may take or attempt to take other action to deny you the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. Accordingly, if following a Change in Control it should appear to you that the Company has failed to comply with any of its obligations under Section 8 of this Agreement or in the event that the Company or any other person takes any action to declare Section 8 of this Agreement void or enforceable , or institutes any
|
f)
|
The non-competition periods described in Section 7 of this Agreement shall be suspended while you engage in any activities in breach of this Agreement. In the event that a court grants injunctive relief to the Company for your failure to comply with Section 7, the noncompetition period shall begin again on the date such injunctive relief is granted.
|
g)
|
Nothing contained in this Section 8 shall be construed as limiting your obligations under Sections 5, 6 or 7 of this Agreement concerning Confidential Information, Inventions, or Non-competition and Non-solicitation.
|
9.
|
Remedies; Venue; Process.
|
a)
|
You hereby acknowledge and agree that the Confidential Information disclosed to you prior to and during the term of this Agreement is of a special, unique and extraordinary character, and that any breach of this Agreement will cause the Company irreparable injury and damage, and consequently the Company shall be entitled, in addition to all other legal and equitable remedies available to it, to injunctive and any other equitable relief to prevent or cease a breach of Sections 5, 6 or 7 of this Agreement without further proof of harm and entitlement; that the terms of this Agreement, if enforced by the Company, will not unduly impair your ability to earn a living or pursue your vocation; and further, that the Company may cease paying any compensation and benefits under Section 8 if you fail to comply with this Agreement, without restricting the Company from other legal and equitable remedies. The parties agree that the prevailing party in litigation concerning a breach of this Agreement shall be entitled to all costs and expenses (including reasonable legal fees and expenses) which it incurs in successfully enforcing this Agreement and in prosecuting or defending any litigation (including appellate proceedings) concerning a breach of this Agreement.
|
b)
|
Except for actions brought under Section 8 (b) of this Agreement, the parties agree that jurisdiction and venue in any action brought pursuant to this Agreement to enforce its terms or otherwise with respect to the relationships between the parties shall properly lie in either the United States District Court for the Southern District of Ohio, Eastern Division, Columbus, Ohio, or the Court of Common Pleas of Franklin County, Ohio. Such jurisdiction and venue is exclusive, except that the Company may bring suit in any jurisdiction and venue where jurisdiction and venue would otherwise be proper if you may have breached Sections 5, 6 or 7 of this Agreement. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall constitute valid and lawful service of process against them, without the necessity for service by any other means provided by statute or rule of court.
|
10.
|
Exit Interview.
Prior to Employment Separation, you shall attend an exit interview if desired by the Company and shall, in any event, inform the Company at the earliest possible time of the identify of your future employer and of the nature of your future employment.
|
11.
|
No Waiver.
Any failure by the Company to enforce any provision of the Agreement shall not in any way affect the Company’s right to enforce such provision or any other provision at a later time.
|
12.
|
Saving.
If any provision of this Agreement is later found to be completely or partially unenforceable, the remaining part of that provision of any other provision of this Agreement shall still be valid and shall not in any way be affected by the finding. Moreover, if any provision is for any reason held to be unreasonably broad as to time, duration, geographical scope, activity or subject, such provision shall be interpreted and enforced by limiting and reducing it to preserve enforceability to the maximum extent permitted by law.
|
13.
|
No Limitation.
You acknowledge that your employment by the Company may be terminated at any time by the Company or by you with or without cause in accordance with the terms of this Agreement. This Agreement is in addition to and not in place of other obligations of trust, confidence and ethical duty imposed on you by law.
|
14.
|
Governing Law.
This Agreement shall be interpreted and enforced in accordance with the laws of the State of Ohio without reference to its choice of law rules.
|
15.
|
Final Agreement.
This Agreement replaces any existing agreement between you and the Company relating to the same subject matter and may be modified only by an agreement in writing signed by both you and a duly authorized representative of the Company.
|
16.
|
Further Acknowledgements.
YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED A COPY OF THIS AGREEMENT, THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT AFFECTS YOUR RIGHTS, AND THAT YOU HAVE ENTERED INTO THIS AGREEEMENT VOLUNTARILY.
|
17.
|
Code of Section 409A Compliance
|
a)
|
The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic
|
b)
|
An “Employment Separation: shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following an Employment Separation unless such Employment Separation is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to an Employment Separation or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.
|
c)
|
All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year.
|
d)
|
For purpose of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days”), the actual date of payment within the specified period shall be within the sole discretion of the Company.
|
e)
|
In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise.”
|
|
|
|
EXHIBIT 21.1
|
Subsidiaries of Commercial Vehicle Group, Inc.
|
|||
|
Entity
|
|
Jurisdiction
|
|
|
|
|
1.
|
Cabarrus Plastics, Inc.
|
|
North Carolina, United States
|
2.
|
Comercial Vehicle Group México, S. de R.L. de C.V.
|
|
Mexico
|
3.
|
Commercial Vehicle Group, Inc.
|
|
Delaware, United States
|
4.
|
CVG Alabama, LLC
|
|
Delaware, United States
|
5.
|
CVG CVS Holdings, LLC
|
|
Delaware, United States
|
6.
|
CVG CS LLC
|
|
Delaware, United States
|
7.
|
CVG European Holdings, LLC
|
|
Delaware, United States
|
8.
|
CVG Global S.à r.l.
|
|
Luxembourg
|
9.
|
CVG International Holdings, Inc.
|
|
Barbados
|
10.
|
CVG International S.à r.l.
|
|
Luxembourg
|
11.
|
CVG Monona Wire, LLC
|
|
Iowa, United States
|
12.
|
CVG Monona, LLC
|
|
Delaware, United States
|
13.
|
CVG National Seating Company, LLC
|
|
Delaware, United States
|
14.
|
CVG Seating (India) Private Limited
|
|
India
|
15.
|
CVG Sprague Devices, LLC
|
|
Delaware, United States
|
16.
|
CVG Vehicle Components (Shanghai) Co., Ltd.
|
|
China
|
17.
|
CVS Holdings Limited
|
|
United Kingdom
|
18.
|
Mayflower Vehicle Systems, LLC
|
|
Delaware, United States
|
19.
|
MWC de México, S. de R.L. de C.V.
|
|
Mexico
|
20.
|
PEKM Kabeltechnik s.r.o.
|
|
Czech Republic
|
21.
|
Trim Systems Operating Corp.
|
|
Delaware, United States
|
22.
|
Trim Systems, Inc.
|
|
Delaware, United States
|
1.
|
I have reviewed this Form 10-K of Commercial Vehicle Group, Inc.;
|
2.
|
Based on my knowledge, this 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 report;
|
4.
|
The registrant’s other certifying officer(s) 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 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 report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this 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 officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(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
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Form 10-K of Commercial Vehicle Group, Inc.;
|
2.
|
Based on my knowledge, this 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 report;
|
4.
|
The registrant’s other certifying officer(s) 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 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 report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this 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 officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(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 Annual Report on Form 10-K for the fiscal year ended
December 31, 2017
containing the financial statements of the Company (the “Periodic Report”), which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Patrick E. Miller
|
|
Patrick E. Miller
Chief Executive Officer
(Principal Executive Officer)
|
(1)
|
the Annual Report on Form 10-K for the fiscal year ended
December 31, 2017
containing the financial statements of the Company (the “Periodic Report”), which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ C. Timothy Trenary
|
|
C. Timothy Trenary
Chief Financial Officer (Principal Financial Officer) |