8-K
Commercial Vehicle Group, Inc. (CVGI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 9, 2020
Commercial Vehicle Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34365 | 41-1990662 | |||
|---|---|---|---|---|---|
| (State or other jurisdiction | (Commission | (I.R.S. Employer | |||
| of incorporation) | File Number) | Identification No.) | 7800 Walton Parkway, New Albany, Ohio | 43054 | |
| --- | --- | ||||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 614-289-5360
Not Applicable
Former name or former address, if changed since last report
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.1 per share | CVGI | The NASDAQ Global Select Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ☐ |
|---|---|
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ¨ |
Item 2.02. Results of Operations and Financial Condition.
On November 9, 2020, Commercial Vehicle Group, Inc. (the “Company”) issued the press release attached hereto as Exhibit 99.1 announcing earnings for the third quarter ended September 30, 2020. Additionally, the Company issued a presentation attached hereto as Exhibit 99.2.
The information, including exhibits 99.1 and 99.2 hereto, the registrant furnished in this report is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.
Item 7.01 Regulation FD Disclosure.
During November and December 2020, certain members of the Company’s management team expect to meet with existing or potential investors as part of one on one meetings or non-deal road shows and use the presentation attached hereto as Exhibit 99.2 to discuss, among other topics, the Company’s financial affairs and ability to drive value for shareholders.
As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 and Exhibit 99.2 incorporated herein shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Third quarter ended September 30, 2020 earnings press release dated November 9, 2020. |
| 99.2 | Presentation of the Company. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COMMERCIAL VEHICLE GROUP, INC. | ||
|---|---|---|
| November 9, 2020 | By: | /s/ Christopher H. Bohnert |
| Name: | Christopher H. Bohnert | |
| Title: | Chief Financial Officer and Chief Accounting Officer |
Document
Exhibit 99.1
CVG REPORTS THIRD QUARTER 2020 RESULTS
NEW ALBANY, OHIO (November 9, 2020) - CVG (NASDAQ: CVGI), a diversified industrial products and services company, today announced financial results for its third quarter ended September 30, 2020.
Third Quarter 2020 Highlights (Compared with prior-year period, except where mentioned)
•Revenue of $187.7 million, down 16.7% due to less commercial vehicle builds, offset partially by warehouse automation.
•Revenue was up 47.9% sequentially vs. the second quarter, as vehicle build rates recovered and warehouse automation grew.
•Operating Income of $8.9 million, down due to special charges. On an as adjusted basis, Operating Income increased sequentially by $15.6 million.
•Adjusted EBITDA of $16.4 million, up slightly on $37.7 million less revenues, due to lower costs and improved sales mix.
•Commercial vehicle markets recovered, but remain below pre-COVID rates. Warehouse automation market continues to grow due to ecommerce growth.
•The Company is having success with its growth program aimed at lessening its historical dependency on the North American combustion-engine, commercial truck market. Focus areas for future sales mix include: warehouse automation subsystems, last-mile delivery vehicles, electric vehicles, specialty vehicles and non-vehicle markets.
Harold Bevis, President and Chief Executive Officer of CVG, commented, "We are pleased with our third quarter performance and our near-term outlook. We are achieving results from our new sales strategies."
1.Lead in core markets - right-size cost structure, increase new product and innovation rate, pursue new customers, and reposition footprint. These are a mix of short-cycle and long-cycle initiatives.
2.Leverage strengths into new markets - add new people, add new capabilities where needed, pursue brand-new markets, pursue brand-new customers, and implement brand-new marketing programs. These are a mix of short-cycle and long-cycle initiatives.
3.Grow in Warehouse Automation market - add new people, expand capacity dedicated to this area, and expand product offering. These are largely short-cycle initiatives.
4.Grow in Electric Vehicle market - add new people, pursue new customers, bundle CVG offering where possible, and adjust footprint. These are largely long-cycle initiatives.
"We are organizationally focused on growing and winning targeted new business while leveraging our existing plant teams and footprint. We have a substantial amount of growth potential available within our current footprint, current teams and current capabilities," concluded Mr. Bevis.
Third Quarter 2020 Improved Substantially Vs. Second Quarter 2020, and Company Secured New Business Positions
(amounts in millions)
| Three Months Ended | |||
|---|---|---|---|
| September 30, 2020 | June 30, 2020 | Change | |
| Revenues | $187.7 | $126.9 | $60.8 |
| Adjusted Operating Income 1 | $12.0 | ($3.6) | $15.6 |
| Adjusted EBITDA 1 | $16.4 | $1.2 | $15.2 |
| 1 See Appendix A for GAAP to Non-GAAP reconciliation |
The Company grew revenues sequentially $60.8 million, or 47.9%. Each primary business area grew sequentially and profit rates benefited from increased volume as well as lower costs achieved via the Company’s previously reported cost actions.
The Company leveraged its existing plant teams and footprint, invested and expanded its inventory profiles, and began new manufacturing operations to make warehouse automation subsystems in three plants, as previously announced. The Company sequentially grew this business for the third quarter in a row.
The Company is having success with its emphasis on growth and diversification, and is securing new positions. The Company secured another platform position with another Electric Vehicle startup.
CVG Expects Continued Growth Opportunities in the Warehouse Automation Market
As widely reported, mobility and e-commerce continue to increase and warehouse automation is a critical component of product delivery. Industry forecast by RoboticsBusinessReview.com suggests growth rates greater than 20% through 2022. Already in 2020, CVG has expanded its Elkridge, MD plant to increase output and has repurposed floor space and people to initiate production in three other CVG plants. CVG believes it is well-positioned to benefit from the growth in e-commerce, parcel sorting, and automated warehousing investments.
In addition to warehousing capacity requirements, the increased demand on last-mile and middle-mile truck delivery has helped strengthen the demand for new trucks. CVG believes it is well-positioned to benefit from the growth in demand for trucking and delivery vehicles.
CVG Expects Continued Growth Opportunities in the Electric Vehicle Market
Electric vehicles are being added to commercial vehicle fleets. The overall goal is to have a lower impact on climate change. Some large fleet owners like Walmart and Amazon have publicly stated aggressive electric goals. CVG sees growth opportunity in Electric Vehicles and is pursuing this market with success. The Commercial electric vehicle market is estimated to grow at greater than 30% through 2022 according to TheBusinessResearchCompany.com.
COVID Update
The effects of the coronavirus pandemic impacted CVG in 2020, especially in the second quarter. Our suppliers, customers and employees are back to work now, but, of course, COVID is still a concern. We will continue to be conservative in obedience to outbreak signals and vulnerable to the impacts of coronavirus due to our need to gather in our factories, our global footprint, and dependency of global supply chains. We expect above average absenteeism, occasional shutdowns, and flexible work schedules, and quarantining. CVG is committed to COVID safety and the health of our employees.
Near-Term Outlook
According to October 16, 2020 ACT Research, a publisher of industry market research, September 2020 year to date Class 8 production was 149,187 units and Class 5-7 production was 161,358 units. North American 2020 Class 8 truck production levels are expected to be at 206,000 units and Class 5-7 production are expected to be at 223,000 units. This outlook supports steady demand for the Company’s products.
RoboticsBusinessReview.com suggests growth rates for warehouse automation greater than 20% through 2022. This outlook supports steady demand for the Company’s products.
We believe the effects of COVID, including the continued uncertainty of the pandemic, poses a risk to our outlook.
Third Quarter Financial Highlights
(amounts in millions except per share data and percentages)
| Third Quarter | ||||
|---|---|---|---|---|
| 2020 | 2019 | Change | ||
| Revenues | 187.7 | 225.4 | (16.7) | % |
| Gross Profit | 24.2 | 29.4 | (17.7) | % |
| Gross Margin | 12.9 | 13.0 | ||
| Adjusted Gross Profit 1 | 25.2 | 29.4 | (14.3) | % |
| Adjusted Gross Margin 1 | 13.4 | 13.1 | ||
| Operating Income | 8.9 | 11.5 | (22.6) | % |
| Operating Margin | 4.7 | 5.1 | ||
| Adjusted Operating Income 1 | 12.0 | 12.4 | (3.2) | % |
| Adjusted Operating Margin 1 | 6.4 | 5.5 | ||
| Net Income | 4.2 | 7.2 | (41.7) | % |
| Adjusted Net Income 1 | 6.5 | 7.9 | (17.7) | % |
| Earnings Per Share, Basic and Diluted | 0.13 | 0.23 | (43.5) | % |
| Adjusted Earnings Per Share, Basic and Diluted 1 | 0.21 | 0.26 | (19.2) | % |
| Adjusted EBITDA 1 | 16.4 | 16.3 | 0.6 | % |
| Adjusted EBITDA Margin 1 | 8.8 | 7.3 | ||
| 1 See Appendix A for GAAP to Non-GAAP reconciliation |
All values are in US Dollars.
Consolidated Results
Third Quarter 2020 Results
•Third quarter 2020 revenues were $187.7 million compared to $225.4 million in the prior year period, a decrease of 16.7%. The decrease in revenues reflects the sharp declines in sales due to the COVID pandemic and associated production declines, specifically, less heavy-duty truck production in North America and in the global construction markets we serve offset by an increase in warehouse automation and military revenues primarily attributable to the First Source Electronics ("FSE") business. Foreign currency translation favorably impacted third quarter of 2020 revenues by $1.0 million, or by 0.4%.
•Operating income for the third quarter 2020 was $8.9 million compared to operating income of $11.5 million in the prior year period. The decline in operating income is primarily attributable to lower sales volume and special charges of: $0.5 million for future milestone payments related to the performance of the FSE business; $1.1 million related to footprint restructuring; $1.1 million associated with ongoing restructuring initiatives; and $0.5 million associated with the 2019 internal investigation relating to the restatement of the Company's 2018 and 2019 quarterly financial statements. The impact of the decline in sales and third quarter special charges were partially offset by cost reduction initiatives of $5.3 million. The third quarter of 2020 adjusted operating income was $12.0 million, excluding special charges.
•Interest associated with debt and other expenses were $5.7 million and $3.8 million for the three months ended September 30, 2020 and 2019, respectively.
•Net income was $4.2 million, or $0.13 per diluted share, for the third quarter 2020 compared to net income of $7.2 million, or $0.23 per diluted share, in the prior year period.
•The Company paid down $20.0 million of additional debt in the third quarter 2020; $15.0 million on the revolving credit facility, and $5.0 million of additional principal on the term loan facility.
At September 30, 2020, the Company had no outstanding borrowings under the revolving credit facility and had $53.6 million of cash and $72.6 million of availability from the revolving credit facility, resulting in liquidity of $126.2 million.
Segment Results
Electrical Systems Segment
Third Quarter 2020 Results
•Revenues for the Electrical Systems Segment in the third quarter 2020 were $121.1 million compared to $131.4 million for the prior year period, a decrease of 7.9% primarily as a result of market and COVID related declines on commercial vehicle markets, partially offset by an increase in warehouse automation revenues attributable to the FSE business. Foreign currency translation favorably impacted third quarter 2020 revenues by $0.4 million, or by 0.3%.
•Operating income for the third quarter 2020 was $12.2 million compared to operating income of $12.8 million in the prior year period. The decline in operating income is primarily attributable to lower sales volume and charges of $0.7 million associated with ongoing restructuring initiatives and the temporary actions taken in response to the COVID pandemic and a $0.5 million charge for future milestone payments related to the performance of the FSE
business. The third quarter of 2020 adjusted operating income increased to $13.4 million, excluding special charges.
Global Seating Segment
Third Quarter 2020 Results
•Revenues for the Global Seating Segment in the third quarter of 2020 were $68.9 million compared to $95.7 million in the prior year period, a decrease of 28.0%, primarily as a result of market and COVID related declines. Foreign currency translation favorably impacted third quarter 2020 revenues by $0.6 million, or by 0.7%.
•Operating income for the third quarter of 2020 was $4.8 million compared to $7.2 million in the prior year period. The decline in operating income is primarily attributable to lower sales volume and charges of $0.3 million associated with ongoing restructuring initiatives. The third quarter of 2020 adjusted operating income was $5.1 million, excluding special charges.
GAAP to Non-GAAP Reconciliation
A reconciliation of GAAP to non-GAAP financial measures referenced in this release is included as Appendix A to this release.
Conference Call
A conference call to discuss this press release is scheduled for Monday, November 9, 2020, at 10:00 a.m. ET. Management intends to reference the Q3 2020 Earnings Call Presentation during the conference call. To participate, dial (833) 235-5650 using conference code 2727789. International participants dial (647) 689-4139 using conference code 2727789.
This call is being webcast and can be accessed through the “Investors” section of CVG’s website at www.cvgrp.com, where it will be archived for one year.
A telephonic replay of the conference call will be available for a period of two weeks following the call. To access the replay, dial (800) 585-8367 using access code 2727789.
Company Contact
Christopher H. Bohnert
CFO & CAO
CVG
(614) 289-0414
About CVG
CVG (through its subsidiaries) is a diversified industrial company and leading supplier of seating systems, warehouse automation subsystems, wire harnesses, plastic parts, and mechanical assemblies for many markets including the following: trucking, construction, retail, military, bus, agricultural, and off-road recreational markets. Information about the Company and its products is available on the internet at www.cvgrp.com.
Forward-Looking Statements
This press release contains forward-looking statements that are subject to risks and uncertainties. These statements often include words such as “believe”, “anticipate”, “plan”, “expect”, “intend”, “will”, “should”, “could”, “would”, “project”, “continue”, “likely”, and similar expressions. In particular, this press release may contain forward-looking statements about Company expectations for future periods with respect to its plans to improve financial results and enhance the Company, the future of the Company’s end markets, including the short-term and long-term impact of the COVID-19 pandemic on our business, including the impact on Class 8 and Class 5-7 North America truck build rates and performance of the global construction equipment business, expected cost savings, the Company’s initiatives to address customer needs, organic growth, the Company’s plans to focus on certain segments and markets and the Company’s financial position or other financial information. These statements are based on certain assumptions that the Company has made in light of its experience as well as its perspective on historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. Actual results may differ materially from the anticipated results because of certain risks and uncertainties, including but not limited to: (i) a material weakness in our internal control over financial reporting which could, if not remediated, result in material misstatements in our financial statements; (ii) future financial restatements affecting the company; (iii) general economic or business conditions affecting the markets in which the Company serves; (iv) the Company's ability to develop or successfully introduce new products; (v) risks associated with conducting business in foreign countries and currencies; (vi) increased competition in the medium- and heavy-duty truck markets, construction, agriculture, aftermarket, military, bus and other markets; (vii) the Company’s failure to complete or successfully integrate strategic acquisitions and the impact of such acquisitions on business relationships; (viii) the Company’s ability to recognize synergies from the reorganization of the segments; (ix) the Company’s failure to successfully manage any divestitures; (x) the impact of changes in governmental regulations on the Company's customers or on its business; (xi) the loss of business from a major customer, a collection of smaller customers or the discontinuation of particular commercial vehicle platforms; (xii) the Company’s ability to obtain future financing due to changes in the lending markets or its financial position; (xiii) the Company’s ability to comply with the financial covenants in its debt facilities; (xiv) fluctuation in interest rates or change in the reference interest rate relating to the Company’s debt facilities; (xv) the Company’s ability to realize the benefits of its cost reduction and strategic initiatives and address rising labor and material costs; (xvi) volatility and cyclicality in the commercial vehicle market adversely affecting us, including the impact of the current COVID-19 pandemic; (xvii) the geographic profile of our taxable income and changes in valuation of our deferred tax assets and liabilities impacting our effective tax rate; (xviii) changes to domestic manufacturing initiatives; (xix) implementation of tax or other changes, by the United States or other international jurisdictions, related to products manufactured in one or more jurisdictions where the Company does business (xx) security breaches and other disruptions that could compromise our information systems; (xxi) the impact of disruptions in our supply chain or delivery chains; (xxii) litigation against us; (xxiii) the impact of health epidemics or widespread outbreak of contagious disease; and (xxiv) various other risks as outlined under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for fiscal year ending December 31, 2019 and our filings with the Securities and Exchange Commission. There can be no assurance that statements made in this press release relating to future events will be achieved. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on behalf of the Company are expressly qualified in their entirety by such cautionary statements.
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Amounts in thousands, except per share amounts)
| Three Months Ended <br>September 30, | Nine Months Ended <br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 <br>(as restated) | 2020 | 2019 <br>(as restated) | |||||
| Revenues | $ | 187,697 | $ | 225,399 | $ | 501,698 | $ | 711,753 |
| Cost of Revenues | 163,538 | 195,955 | 450,761 | 616,784 | ||||
| Gross Profit | 24,159 | 29,444 | 50,937 | 94,969 | ||||
| Selling, General and Administrative Expenses | 14,408 | 17,531 | 47,491 | 48,978 | ||||
| Amortization Expense | 858 | 437 | 2,575 | 1,080 | ||||
| Impairment Expense | — | — | 29,017 | — | ||||
| Operating (Loss) Income | 8,893 | 11,476 | (28,146) | 44,911 | ||||
| Interest and Other Expense | 5,674 | 3,800 | 16,142 | 15,686 | ||||
| (Loss) Income Before Provision for Income Taxes | 3,219 | 7,676 | (44,288) | 29,225 | ||||
| (Benefit) Provision for Income Taxes | (959) | 496 | (11,375) | 5,913 | ||||
| Net (Loss) Income | $ | 4,178 | $ | 7,180 | $ | (32,913) | $ | 23,312 |
| (Loss) earnings per Common Share: | ||||||||
| Basic | $ | 0.13 | $ | 0.23 | $ | (1.07) | $ | 0.76 |
| Diluted | $ | 0.13 | $ | 0.23 | $ | (1.07) | $ | 0.76 |
| Weighted Average Shares Outstanding: | ||||||||
| Basic | 30,986 | 30,581 | 30,894 | 30,547 | ||||
| Diluted | 31,617 | 30,852 | 30,894 | 30,829 |
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Amounts in thousands, except per share amounts)
| September 30, 2020 | December 31, 2019 | |||
|---|---|---|---|---|
| Assets | ||||
| Current Assets: | ||||
| Cash | $ | 53,601 | $ | 39,511 |
| Accounts receivable, net of allowances of $583 and $432, respectively | 128,648 | 115,099 | ||
| Inventories | 83,303 | 82,872 | ||
| Other current assets | 13,031 | 18,490 | ||
| Total current assets | 278,583 | 255,972 | ||
| Property, plant and equipment, net of accumulated depreciation of $156,780 and $154,939, respectively | 64,556 | 73,686 | ||
| Operating lease right-of-use assets, net | 31,107 | 34,960 | ||
| Goodwill | — | 27,816 | ||
| Intangible assets, net of accumulated amortization of $13,913 and $11,440, respectively | 22,584 | 25,258 | ||
| Deferred income taxes | 28,109 | 14,654 | ||
| Other assets, net | 2,178 | 3,480 | ||
| Total assets | $ | 427,117 | $ | 435,826 |
| Liabilities and Stockholders’ Equity | ||||
| Current Liabilities: | ||||
| Accounts payable | $ | 89,435 | $ | 63,058 |
| Current operating lease liabilities | 8,874 | 7,620 | ||
| Accrued liabilities and other | 36,445 | 32,673 | ||
| Current portion of long-term debt | 2,435 | 3,256 | ||
| Total current liabilities | 137,189 | 106,607 | ||
| Long-term debt | 147,965 | 153,128 | ||
| Operating lease liabilities | 25,135 | 29,414 | ||
| Pension and other post-retirement benefits | 10,382 | 10,666 | ||
| Other long-term liabilities | 11,101 | 7,323 | ||
| Total liabilities | 331,772 | 307,138 | ||
| Stockholders’ Equity: | ||||
| Preferred stock, $0.01 par value (5,000,000 shares authorized; no shares issued and outstanding) | — | — | ||
| Common stock, $0.01 par value (60,000,000 shares authorized; 30,985,669 and 30,801,255 shares issued and outstanding respectively) | 310 | 323 | ||
| Treasury stock, at cost: 1,464,392 shares, as of September 2020 and December 2019 | (11,230) | (11,230) | ||
| Additional paid-in capital | 248,323 | 245,852 | ||
| Retained deficit | (93,220) | (60,307) | ||
| Accumulated other comprehensive loss | (48,838) | (45,950) | ||
| Total stockholders’ equity | 95,345 | 128,688 | ||
| Total liabilities and stockholders’ equity | $ | 427,117 | $ | 435,826 |
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
BUSINESS SEGMENT FINANCIAL INFORMATION
(Unaudited)
(Amounts in thousands)
| Three Months Ended September 30, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Electrical Systems | Global Seating | Corporate / Other | Total | |||||||||||||
| 2020 | 2019<br>(as restated) | 2020 | 2019 | 2020 | 2019<br>(as restated) | 2020 | 2019<br>(as restated) | |||||||||
| Revenues | ||||||||||||||||
| External Revenues | $ | 120,723 | $ | 129,710 | $ | 66,974 | $ | 95,689 | $ | — | $ | — | $ | 187,697 | $ | 225,399 |
| Intersegment Revenues | 344 | 1,732 | 1,928 | 30 | (2,272) | (1,762) | — | — | ||||||||
| Total Revenues | $ | 121,067 | $ | 131,442 | $ | 68,902 | $ | 95,719 | $ | (2,272) | $ | (1,762) | $ | 187,697 | $ | 225,399 |
| Gross Profit | 16,118 | 17,134 | 8,418 | 12,331 | (377) | (21) | 24,159 | 29,444 | ||||||||
| Selling, General & Administrative Expenses | 3,166 | 4,030 | 3,517 | 5,044 | 7,725 | 8,457 | 14,408 | 17,531 | ||||||||
| Amortization Expense | 729 | 303 | 129 | 134 | — | — | 858 | 437 | ||||||||
| Operating (Loss) Income | $ | 12,223 | $ | 12,801 | $ | 4,772 | $ | 7,153 | $ | (8,102) | $ | (8,478) | $ | 8,893 | $ | 11,476 |
| Nine Months Ended September 30, | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Electrical Systems | Global Seating | Corporate / Other | Total | |||||||||||||
| 2020 | 2019<br>(as restated) | 2020 | 2019 | 2020 | 2019<br>(as restated) | 2020 | 2019<br>(as restated) | |||||||||
| Revenues | ||||||||||||||||
| External Revenues | $ | 305,389 | $ | 409,471 | $ | 196,309 | $ | 302,282 | $ | — | $ | — | $ | 501,698 | $ | 711,753 |
| Intersegment Revenues | 1,987 | 7,529 | 2,435 | 2,774 | (4,422) | (10,303) | — | — | ||||||||
| Total Revenues | $ | 307,376 | $ | 417,000 | $ | 198,744 | $ | 305,056 | $ | (4,422) | $ | (10,303) | $ | 501,698 | $ | 711,753 |
| Gross Profit | 28,208 | 54,227 | 23,133 | 40,797 | (404) | (55) | 50,937 | 94,969 | ||||||||
| Selling, General & Administrative Expenses | 13,696 | 11,855 | 11,992 | 15,558 | 21,803 | 21,565 | 47,491 | 48,978 | ||||||||
| Amortization Expense | 2,188 | 676 | 387 | 404 | — | — | 2,575 | 1,080 | ||||||||
| Impairment Expense | 23,415 | — | 4,809 | — | 793 | — | 29,017 | — | ||||||||
| Operating (Loss) Income | $ | (11,091) | $ | 41,696 | $ | 5,945 | $ | 24,835 | $ | (23,000) | $ | (21,620) | $ | (28,146) | $ | 44,911 |
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
Appendix A: Reconciliation of GAAP to Non-GAAP Financial Measures
(Unaudited)
(Amounts in thousands, except per share amounts and percentages)
| For the Three Months Ended | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2020 | June 30, 2020 | September 30, 2019 | ||||||||||||||||||
| Gross Profit | $ | 24,159 | $ | 6,475 | $ | 29,444 | ||||||||||||||
| Restructuring | 1,037 | 1,992 | — | |||||||||||||||||
| Adjusted Gross Profit | $ | 25,196 | $ | 8,467 | $ | 29,444 | ||||||||||||||
| % of Revenues | 13.4 | % | 6.7 | % | 13.1 | % | For the Three Months Ended | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||||||
| September 30, 2020 | June 30, 2020 | September 30, 2019 | ||||||||||||||||||
| Operating Income (Loss) | $ | 8,893 | $ | (10,515) | $ | 11,476 | ||||||||||||||
| FSE acquisition costs | — | — | 900 | |||||||||||||||||
| Deferred Consideration Purchase Accounting | 500 | 3,461 | — | |||||||||||||||||
| Restructuring | 2,168 | 2,944 | — | |||||||||||||||||
| Investigation | 483 | 408 | — | |||||||||||||||||
| Impairment of Goodwill and Long-Lived Assets | — | 150 | — | |||||||||||||||||
| Adjusted Operating Income (Loss) | $ | 12,044 | $ | (3,552) | $ | 12,376 | ||||||||||||||
| % of Revenues | 6.4 | % | (2.8) | % | 5.5 | % | ||||||||||||||
| Interest Expense | 5,460 | 5,309 | 3,888 | |||||||||||||||||
| Other Income / Expense | 214 | (205) | (88) | |||||||||||||||||
| Adjusted Income (Loss) Before Provision for Income Taxes | $ | 6,370 | $ | (8,656) | $ | 8,576 | ||||||||||||||
| Adjusted (Benefit) Provision for Income Taxes1 | (171) | (1,381) | 721 | |||||||||||||||||
| Adjusted Net Income (Loss) | $ | 6,541 | $ | (7,275) | $ | 7,855 | ||||||||||||||
| Adjusted Basic and Diluted EPS | $ | 0.21 | $ | (0.24) | $ | 0.26 | ||||||||||||||
| Adjusted Net Income (Loss) | $ | 6,541 | $ | (7,275) | $ | 7,855 | ||||||||||||||
| Interest Expense | 5,460 | 5,309 | 3,888 | |||||||||||||||||
| Adjusted (Benefit) Provision for Income Taxes1 | (171) | (1,381) | 721 | |||||||||||||||||
| Depreciation Expense | 3,751 | 3,729 | 3,444 | |||||||||||||||||
| Amortization Expense | 858 | 856 | 437 | |||||||||||||||||
| Adjusted EBITDA | $ | 16,439 | $ | 1,238 | $ | 16,345 | ||||||||||||||
| % of Revenues | 8.8 | % | 1.0 | % | 7.3 | % |
1.Reported Tax (Benefit) Provision adjusted for tax effect of special charges at 25%
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
Appendix B: Segment Reconciliation of GAAP to Non-GAAP Financial Measures
(Unaudited)
(Amounts in thousands, except percentages)
| For the Three Months Ended September 30, 2020 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Electrical<br>Systems | Global<br>Seating | Corporate | Total | ||||||||
| Operating (Loss) Income | $ | 12,223 | $ | 4,772 | $ | (8,102) | $ | 8,893 | |||
| Deferred Consideration Purchase Accounting | 500 | — | — | 500 | |||||||
| Restructuring | 704 | 335 | 1,129 | 2,168 | |||||||
| Investigation | — | — | 483 | 483 | |||||||
| Adjusted Operating (Loss) Income | $ | 13,427 | $ | 5,107 | $ | (6,490) | $ | 12,044 | |||
| % of Revenues | 11.1 | % | 7.4 | % | 6.4 | % |
Use of Non-GAAP Measures
This earnings release contains financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). In general, the non-GAAP measures exclude items that (i) management believes reflect the Company’s multi-year corporate activities; or (ii) relate to activities or actions that may have occurred over multiple or in prior periods without predictable trends. Management uses these non-GAAP financial measures internally to evaluate the Company’s performance, engage in financial and operational planning and to determine incentive compensation.
Management provides these non-GAAP financial measures to investors as supplemental metrics to assist readers in assessing the effects of items and events on the Company’s financial and operating results and in comparing the Company’s performance to that of its competitors and to comparable reporting periods. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.
The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP. The financial results calculated in accordance with GAAP and reconciliations to those financial statements set forth above should be carefully evaluated.
11
cvg_2020xearningsxpresen
Exhibit 99.2
Q3 2020 EARNINGS CALL NOVEMBER 9, 2020
Forward-Looking Statements and Non-GAAP Financial Measures These slides and our remarks during investor presentations about CVG’s future expectations, plans and prospects are forward - looking statements within the meaning of the federal securities laws. Forward-looking statements involve risks, uncertainties and other factors, including those discussed in our earnings press release dated November 9, 2020 and in our filings with the SEC, which could cause our actual results to differ materially from the results expressed or implied by our statements. Any forward -looking statements which we make in this presentation or in our remarks, represent our views only as of the date of such remarks. We disclaim any duty to update such forward-looking statements. All forward-looking statements attributable to the company or persons acting on behalf of the company are expressly qualified in their entirety by cautionary statements in our filings with the SEC. These slides also include and we plan to discuss supplementary non-GAAP financial measures. For a reconciliation of GAAP to non- GAAP measures and the reasons for management’s use of non-GAAP measures, please see supplemental information. 2
Q3 2020 WAS A GOOD QUARTER • Down 17% vs. prior year • Up 48% vs. prior quarter • Commercial vehicle markets recovered sequentially, but below 2019 • Warehouse automation market continues to be a bright spot • Down $0.4 million vs. prior year • Adjusted margins increased to 6.4% from 5.5% vs. prior year • Adjusted operating income increased sequentially by $15.6 million • Adjusted EBITDA increased slightly to $16.4 million vs. $16.3 million, on $38 million less sales • Free Cash Flow generation of $9 million in Q3 • Paid down an additional $20 million of debt • Funded $6 million CapEx Q3 year to date with outlook of $8 to $10 million 3
Q3 2020 SALES MIX IS TURNING THE CORNER Strategic focus areas: • Warehouse automation systems • Delivery vans and Class 5-7 trucks • Electric vehicles • Alternate markets for plastic parts and wire harness CVG’s approximate percentage of sales from Medium-duty and Heavy- duty trucks 2009-2019 2020 10 year average Q3 YTD 4
Q3 2020 TRUCK MARKETS IMPROVED SUBSTANTIALLY e-Commerce Growth and GDP Outlook Driving Favorable Truck Outlook; EV Substitution will Occur in Future Periods *Source: October 2020 ACT Research Report 5
Q3 2020 STRATEGICALLY ADDED OUTPUT CAPACITY TO WAREHOUSE AUTOMATION BUSINESS • Expanded capacity at 4 plants PLANTS • Evaluating next steps for additional capacity • Added dedicated resources in business leadership, procurement PEOPLE • Staffed up hourly production personnel ~ 100 people • Added brand new products in portfolio PRODUCTS • Evaluating further product line additions * *Source: RoboticsBusinessReview.com 6
Q3 2020 FOCUS ON SECURING PLATFORM POSITIONS ON ELECTRIC VEHICLES . • Secured 2 marquee Electric Vehicle contingent awards in 2020 with >$200 million of business potential, with future start dates • Secured 3 smaller Electric Vehicle contingent awards in 2020 with future start dates • Pending business opportunities with multiple other Electric Vehicle companies • Securing positions across the vehicle size spectrum – delivery vans, long-haul trucks, and special purpose vehicles 7
Q3 2020 KEY TAKEAWAYS MARKETS PERFORMED WELL COST REDUCTIONS WERE -- OLD AND NEW -- AGGRESSIVE AND WORKED • Truck markets recovered • Salaried/benefit/discretionary expenses • Warehouse automation stayed strong suppressed, restoring some costs in Q4/Q1 • Permanent reductions still underway GROWTH ACTIONS COVID STILL A CONCERN WORKING WELL • Focused on growth markets, less cyclicality • Cases are increasing rapidly in some • Adding people, capacity, products, countries customers • Supply chains in the industries we serve • Added another marquee Electric Vehicle are having issues customer MILLION ~$20 ~$80 MILLION 8
Q3 2020 FINANCIAL UPDATE 9
Q3 2020 CVG CONSOLIDATED FINANCIALS $ MILLIONS, EXCEPT PER SHARE DATA Q3 2020 Q2 2020 Q3 2019 Q3 2020 NOTES Revenue 187.7 126.9 225.4 Gross Profit 24.2 6.5 29.4 • The P&L benefited in Q3 from Gross Margin 12.9% 5.1% 13.1% revenue rebound, year over year impact of FSE acquisition, SGA 14.4 16.0 17.5 and cost actions Amortization 0.9 0.9 0.4 • Revenues increased 47.9% vs. Impairment - 0.2 - Q2 Operating (Loss)/Income 8.9 (10.5) 11.5 • Adjusted OI and Adjusted EBITDA increased as a percent Operating Margin 4.7% (8.3)% 5.1% of revenue compared to prior Diluted Earnings Per Share $0.13 ($0.40) $0.23 year Adjusted Operating (Loss)/Income* $12.0 (3.6) 12.4 Adjusted Operating Margin* 6.4% (2.8)% 5.5% Adjusted EBITDA* $16.4 1.2 16.3 Adjusted EBITDA Margin* 8.8% 1.0% 7.3% *See reconciliation to non-GAAP financial measures in the appendix 10
Q3 2020 ELECTRICAL SYSTEMS SEGMENT RESULTS $ MILLIONS Q3 2020 Q2 2020 Q3 2019 Q3 2020 NOTES Revenue 121.1 74.2 131.4 Gross Profit 16.1 1.1 17.1 • Revenue increased 63.2% vs. Q2 due to increased truck Gross Margin 13.3% 1.5% 13.0% build and year over year SGA 3.2 6.6 4.0 impact of FSE acquisition Amortization 0.7 0.7 0.3 • Gross margin and Adjusted OI increased as a percent of Operating (Loss)/Income 12.2 (6.2) 12.8 revenue vs. prior year Operating Margin 10.1% (8.3)% 9.7% • Warehouse automation sub- Adjusted Operating (Loss)/Income* 13.4 (0.7) 12.8 systems contributed $26 million of incremental revenue Adjusted Operating Margin* 11.1% (1.0)% 9.7% in Q3 *See reconciliation to non-GAAP financial measures in the appendix 11
Q3 2020 GLOBAL SEATING SEGMENT RESULTS $ MILLIONS Q3 2020 Q2 2020 Q3 2019 Q3 2020 NOTES Revenue 68.9 53.9 95.7 Gross Profit 8.4 5.3 12.3 • Revenue increased 27.8% vs. Gross Margin 12.2% 9.9% 12.9% Q2 due to increased truck build SGA 3.5 3.7 5.0 • Adjusted OI increased 142.8% Amortization 0.1 0.1 0.1 vs. Q2 Operating Income 4.8 1.5 7.2 • Adjusted OI as a percent of Operating Margin 6.9% 2.8% 7.5% revenue flat vs. prior year despite $26.8M revenue Adjusted Operating Income* 5.1 2.1 7.2 decline Adjusted Operating Margin* 7.4% 3.9% 7.5% *See reconciliation to non-GAAP financial measures in the appendix 12
Q3 2020 BALANCE SHEET $ MILLIONS September 30, 2020 June 30, 2020 Q3 2020 NOTES Cash 53.6 63.4 Accounts Receivable 128.6 102.8 • Cash and available liquidity at Inventories 83.3 70.7 September 30, 2020 was $126.2M Other Assets 161.6 164.1 • Paid down $15M on the ABL Total Assets 427.1 401.0 and an additional $5 million on the term loan Accounts Payable 89.4 54.6 Debt (Current + Long Term) 150.4 154.2 Line of Credit - 15.0 Other Liabilities 92.0 89.4 Total Liabilities 331.8 313.1 Total Equity 95.3 87.9 Total Liabilities + Equity 427.1 401.0 13
SUPPLEMENTAL INFORMATION 14
Q3 2020 USE OF NON-GAAP FINANCIAL MEASURES This earnings presentation contains financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). In general, the non-GAAP measures exclude items that (i) management believes reflect the Company’s multi-year corporate activities; or (ii) relate to activities or actions that may have occurred over multiple or in prior periods without predictable trends. Management uses these non-GAAP financial measures internally to evaluate the Company’s performance, engage in financial and operational planning and to determine incentivecompensation. Management provides these non-GAAP financial measures to investors as supplemental metrics to assist readers in assessing the effects of items and events on the Company’s financial and operating results and in comparing the Company’s performance to that of its competitors and to comparable reporting periods. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by othercompanies. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP. The financial results calculated in accordance with GAAP and reconciliations to those financial statements set forth in the supplemental information. 15
Q3 2020 RECONCILIATION OF GAAP TO NON - GAAP FINANCIAL M E AS URE S – ADJUSTED OPERATING INCOME AND EBITDA For the Three Months Ended September 30, 2020 June 30, 2020 September 30, 2019 Operating Income/(Loss) 8.9 (10.5) 11.5 FSE Acquisition Costs - - 0.9 Def erred Consideration Purchase Accounting 0.5 3.5 - Restructuring 2.2 2.9 - Inv estigation 0.5 0.4 - Impairment of Goodwill and Long-Lived Assets - 0.2 - Adjusted Operating Income/(Loss) 12.0 (3.6) 12.4 % of Rev enues 6.4% (2.8%) 5.5% Interest Expense 5.5 5.3 3.9 Other (Income) / Expense 0.2 (0.2) (0.1) Adjusted Income/(Loss) Before Provision for Income Taxes 6.4 (8.7) 8.6 Adjusted Provision/(Benefit) for Income Taxes (0.2) (1.4) 0.7 Adjusted Net Income/(Loss) 6.5 (7.3) 7.9 Adjusted Basic and Diluted EPS 0.21 (0.24) 0.26 Adjusted Net Income/(Loss) 6.5 (7.3) 7.9 Interest Expense 5.5 5.3 3.9 Adjusted (Benefit) Provision for Income Taxes (0.2) (1.4) 0.7 Depreciation Expense 3.8 3.7 3.4 Amortization Expense 0.9 0.9 0.4 Adjusted EBITDA 16.4 1.2 16.3 % of Rev enues 8.8% 1.0% 7.3% 16
Q3 2020 RECONCILIATION OF GAAP TO NON - GAAP FINANCIAL M E AS URE S – ADJUSTED EBITDA For the three months ended Trailing twelve months March 31, June 30, September December March 31, June 30, September September September 2019 2019 30, 2019 31, 2019 2020 2020 30, 2020 30, 2020 30, 2019 Net Income 10.0 6.1 7.2 (7.5) (24.6) (12.5) 4.2 (40.4) 31.4 Interest 4.6 4.8 3.9 3.6 4.6 5.3 5.5 19.0 18.4 Prov ision for Income Taxes 3.2 2.2 0.5 (0.1) (7.3) (3.1) (1.0) (11.5) 6.3 Depreciation 3.4 3.0 3.4 3.8 3.8 3.7 3.8 15.0 13.1 Amortization 0.3 0.3 0.4 0.9 0.9 0.9 0.9 3.4 1.4 Impairment - - - - 28.9 0.2 - 29.0 - EBITDA 21.4 16.5 15.4 0.6 6.2 (5.6) 13.3 14.5 70.5 Adjustments CEO Transition - - - - 2.3 - - 2.3 - Restructuring - - - 3.0 0.2 2.9 2.2 8.2 - Inv estigation - - - - 2.4 0.4 0.5 3.3 - FSE Acquisition Costs - - 0.9 - - - - - 0.9 Def erred Consideration 4.0 Purchase Accounting - - - - - 3.5 0.5 - Non-Cash Pension Charge - 2.5 - - - - - - - Adjusted EBITDA 21.4 19.0 16.3 3.6 11.0 1.2 16.4 32.3 71.4 17
Q3 2020 BUSINESS SEGMENT FINANCIAL INFORMATION For the three months ended September 30, 2020 Electrical Global Corporate Total Systems Seating Operating (Loss) Income 12.2 4.8 (8.1) 8.9 Restructuring 0.7 0.3 1.1 2.2 Deferred Consideration Purchase Accounting 0.5 - - 0.5 Investigation - - 0.5 0.5 Adjusted Operating Income 13.4 5.1 (6.5) 12.0 Adjusted Operating Margin 11.1% 7.4% 6.4% 18
Q3 2020 FREE CASH FLOW For 4 the quarters ended December March 31, June 30, September 31, 2019 2020 2020 30, 2020 Cash Flow from Operations 8.2 10.3 10.1 10.4 Capital Expenditures (5.2) (3.4) (1.0) (1.5) Free Cash Flow 3.0 6.9 9.1 8.9 19
Q3 2020 CONFERENCE CALL PLAYBACK INFO A telephonic replay of the conference will be available for a period of two weeks following the call. To access the replay, dial (800) 585-8367 using access code 2727789 Webcast / PowerPoint / replay available at ir.cvgrp.com 20