8-K

Commercial Vehicle Group, Inc. (CVGI)

8-K 2022-05-04 For: 2022-05-04
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Added on April 07, 2026

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): May 4, 2022

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
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(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

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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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

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 May 4, 2022, Commercial Vehicle Group, Inc. (the “Company”) issued the press release attached hereto as Exhibit 99.1 announcing earnings for the first quarter ended March 31, 2022.

The information, including exhibit 99.1 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.

The information set forth under Item 2.02 is incorporated into this Item 7.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit

Exhibit No. Description
99.1 First quarter ended March 31, 2022 earnings press release dated May 4, 2022.

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.
May 4, 2022 By: /s/ Christopher H. Bohnert
Name: Christopher H. Bohnert
Title: Chief Financial Officer

Document

newsrelease-newversionx116.jpg

Exhibit 99.1

CVG REPORTS FIRST QUARTER 2022 RESULTS

Quarterly Sales of $244.4 million, EPS $0.12, Adjusted EPS $0.16

NEW ALBANY, OHIO (May 4, 2022) - CVG (NASDAQ: CVGI), a diversified industrial products and services company, today announced financial results for its first quarter ended March 31, 2022.

First Quarter 2022 Highlights (Compared with prior-year period, where comparisons are noted)

•Sales of $244.4 million.

•Net income of $4.0 million, or $0.12 per diluted share. Adjusted net income of $5.3 million, or $0.16 per diluted share.

•Operating Income of $8.4 million, adjusted operating income of $9.5 million.

•Adjusted EBITDA of $13.5 million, and adjusted EBITDA margin of 5.5%.

•14 new business wins worth an estimated $89 million of net new annualized business.

CVG continues to execute its Leadership Strategy, and is making substantial progress.

Win New Business. CVG continued to win more business in the first quarter with $89 million of new annualized business added to its existing wins which now total over $2 billion lifetime and over $500 million when fully ramped up. CVG is very focused on electrification and Electric Vehicles and the majority of its wins are in this area. The company has also won business in all of its segments and added over 100 new products and many new customers in the last 27 months. The company is expensing its one-time startup costs in the period incurred.

Update Legacy Business. CVG reached mutual agreement with its top two customers collectively representing approximately 30% of the Company's revenue. The new agreements are significant improvement in profitability. CVG also is implementing a targeted investment program to advance competitiveness. As inflation has inflected upwards, CVG is focused on timely pass-through of these economics.

Modernize Global Footprint. CVG has multiple projects underway to redesign its manufacturing systems with new capacity, repositioned capacity and lower total cost locations. The company is expensing these costs in the period incurred. The company expects to lower its invested capital and these efforts are expected to start showing up in our results during the second half of this year.

Harold Bevis, President and Chief Executive Officer of CVG, said, “CVG made big advancements in the quarter – starting up new Electric Vehicle business, winning brand-new business, increasing prices on legacy business, and adding a few new impactful leaders. Like most global manufacturers, we are contending with many global events – COVID disrupted supply chains, labor scarcity, inflation, Shanghai lockdown, and Russia's invasion of Ukraine. These events are impeding our financial performance but we are implementing workarounds in each case. We have increased our commitment to electrification and Electric Vehicles and are opening our 1st electrical products R&D center in Phoenix, Arizona. This location is just north of our 2,000+ employee electrical products plant in Agua Prieta, Mexico. This is the center of our Electric Vehicle business. We expect significant improvement to our profits in the second half of 2022, and plan to begin our debt paydown program."

First Quarter Financial Results

(amounts in millions except per share data and percentages)

First Quarter
2022 2021 Change
Revenues $ 244.4 $ 245.1 (0.3) %
Gross profit $ 25.4 $ 31.1 (18.3) %
Gross margin 10.4 % 12.7 %
Adjusted gross profit 1 $ 26.3 $ 31.1 (15.4) %
Adjusted gross margin 1 10.8 % 12.7 %
Operating income (loss) $ 8.4 $ 15.4 (45.5) %
Operating margin 3.4 % 6.3 %
Adjusted operating income 1 $ 9.5 $ 15.8 (39.9) %
Adjusted operating margin 1 3.9 % 6.4 %
Net income (loss) $ 4.0 $ 8.5 (52.9) %
Adjusted net income 1 $ 5.3 $ 8.8 (39.8) %
Earnings per share, diluted $ 0.12 $ 0.26 (53.8) %
Adjusted earnings per share, diluted 1 $ 0.16 $ 0.27 (40.7) %
Adjusted EBITDA 1 $ 13.5 $ 21.1 (36.0) %
Adjusted EBITDA margin 1 5.5 % 8.6 %
1 See Appendix A for GAAP to Non-GAAP reconciliation

Consolidated Results

First Quarter 2022 Results

•First quarter 2022 revenues were $244.4 million compared to $245.1 million in the prior year period, a decrease of 0.3%. The decrease in revenues is due to lower shipments caused by the COVID lockdowns in China, the Ukraine conflict and lower demand in the warehouse automation business. These impacts were nearly offset by price increases in all of the business segments. Foreign currency translation also favorably impacted first quarter of 2022 revenues by $1.1 million, or by 0.5%.

•Operating income for the first quarter 2022 was $8.4 million, which includes startup costs of $3.1 million, compared to an operating income of $15.4 million in the prior year period. The first quarter of 2022 adjusted operating income was $9.5 million, excluding special charges.

•Interest associated with debt and other expenses was $2.0 million and $5.0 million for the first quarter ended March 31, 2022 and 2021, respectively.

•Net income was $4.0 million, or $0.12 per diluted share, for the first quarter 2022 compared to net income $8.5 million, or $0.26 per diluted share, in the prior year period.

At March 31, 2022, the Company had $80.2 million outstanding borrowings on its revolving credit facility and had $38.2 million of cash and $43.6 million of availability from the revolving credit facility, resulting in liquidity of $81.8 million.

Segment Results

First Quarter 2022 Results

Vehicle Solutions Segment

•Revenues were $140.2 million compared to $124.3 million for the prior year period, an increase of 13% primarily resulting from material cost pass-through and new business wins offset by lower shipments caused by the COVID lockdowns in China.

•Operating income for the first quarter 2022 was $6.3 million compared to operating income of $7.5 million in the prior year period, a decrease of 15.6%. Adjusted operating income decreased 12.8%, to $6.5 million, primarily driven by a lag in price-cost offsets and increased new business startup costs. In April, the Company has reached new mutual economic agreements with its largest customers in this segment.

Warehouse Automation Segment

•Revenues were $34.1 million compared to $44.4 million in the prior year period, a decrease of 23.1% due to lower demand levels.

•Operating income was $3.7 million compared to operating income of $3.9 million in the prior year period. The decrease in operating income is primarily attributable to lower volumes. Adjusted operating income was $4.1 million, a decrease of 2.0%.

Electric Systems Segment

•Revenues were $39.9 million compared to $46.5 million in the prior year period, a decrease of 14.2% due to lower volume caused by the war in the Ukraine, supply chain constraints and semi-conductor chip shortages at our customers' plants.

•Operating income was $1.8 million compared to operating income of $4.9 million in the prior year period. The decrease in operating income is primarily attributable to new business startup costs, lower volumes, and a lag in price-cost offsets. The Company is underway with a footprint investment program in this segment and increased its prices at top accounts.

Aftermarket and Accessories Segment

•Revenues were $30.2 million compared to $29.9 million in the prior year period, an increase of 1%.

•Operating income was $2.6 million compared to operating income of $4.2 million in the prior year period. The decrease in operating income is primarily attributable to supply chain constraints and material cost inflation incurred in advance of price increases. Adjusted operating income was $3.1 million, a decrease of 26.6%. The Company is underway with a footprint investment program in this segment and increased its prices at top accounts.

2022 Demand Outlook

The Company expects Class 8 truck production to be 275,000 to 295,000 trucks. According to the April 2022 report by ACT Research, a publisher of industry market research, 2022 North American Class 8 truck production levels are expected to be at 296,000 units and Class 5-7 production are expected to be at 256,000 units. This outlook supports the Company's 2022 outlook.

According to LogisticsIQ, demand for warehouse automation products is expected to grow approximately 14% per year through 2026. This outlook supports demand for the Company's warehouse automation products.

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 Thursday, May 5, 2022, at 10:00 a.m. ET. Management intends to reference the Q1 2022 Earnings Call Presentation during the conference call. To participate, dial (833) 235-5650 using conference code 4591137. International participants dial (647) 689-4139 using conference code 4591137.

This call is being webcast and can be accessed through the “Investors” section of CVG’s website at ir.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 4591137 and international callers can dial (416) 621-4642 using access code 4591137.

Company Contact

Christopher H. Bohnert

CFO

CVG

(614) 289-0414

About CVG

At CVG, we deliver real solutions to complex design, engineering and manufacturing problems across a range of global industries by innovating, constantly adding value, and treating our customer's bottom line as if it were our own. 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 the Company’s expectations for future periods with respect to its plans to improve financial results, the future of the Company’s end markets, including the short-term and long-term impact of the COVID-19 pandemic on our business, changes in the Class 8 and Class 5-7 North America truck build rates, performance of the global construction equipment business, the Company’s prospects in the wire harness, warehouse automation and electric vehicle markets, the Company’s initiatives to address customer needs, organic growth, the Company’s strategic plans and plans to focus on certain segments, competition faced by the Company, volatility in and disruption to the global economic environment 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 those included in the Company’s filings with the SEC. 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

Three Months Ended March 31, 2022 and 2021

(Unaudited)

(Amounts in thousands, except per share amounts)

Three Months Ended March 31,
2022 2021
Revenues $ 244,374 $ 245,122
Cost of revenues 218,991 214,001
Gross profit 25,383 31,121
Selling, general and administrative expenses 16,999 15,718
Operating income 8,384 15,403
Other (income) expense 1,041 (656)
Interest expense 1,961 5,041
Income before provision for income taxes 5,382 11,018
Provision for income taxes 1,400 2,528
Net income $ 3,982 $ 8,490
Earnings per Common Share:
Basic $ 0.12 $ 0.27
Diluted $ 0.12 $ 0.26
Weighted average shares outstanding:
Basic 32,065 31,264
Diluted 32,685 32,307

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Amounts in thousands, except per share amounts)

ASSETS March 31, 2022 December 31, 2021
Current assets:
Cash $ 38,208 $ 34,958
Accounts receivable, net of allowances of $340 and $243, respectively 210,378 174,472
Inventories 158,355 141,045
Other current assets 22,951 20,201
Total current assets 429,892 370,676
Property, plant and equipment, net 64,751 63,126
Intangible assets, net 17,407 18,283
Deferred income taxes, net 23,538 24,108
Other assets, net 30,200 31,500
Total assets $ 565,788 $ 507,693
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 128,942 $ 101,915
Accrued liabilities and other 46,412 50,840
Current portion of long-term debt 10,313 9,375
Total current liabilities 185,667 162,130
Long-term debt 213,608 185,581
Pension and other post-retirement benefits 9,423 9,905
Other long-term liabilities 22,689 23,424
Total liabilities 431,387 381,040
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; 32,157,210 and 32,034,592 shares issued and outstanding respectively) 322 321
Treasury stock, at cost: 1,764,351 and 1,708,981 shares, respectively (13,636) (13,172)
Additional paid-in capital 256,683 255,566
Retained deficit (69,642) (73,624)
Accumulated other comprehensive loss (39,326) (42,438)
Total stockholders’ equity 134,401 126,653
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 565,788 $ 507,693

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

BUSINESS SEGMENT FINANCIAL INFORMATION

(Unaudited)

(Amounts in thousands)

Three Months Ended March 31,
Vehicle Solutions Warehouse Automation Electrical Systems Aftermarket and Accessories Corporate / Other Total
2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
Revenues $ 140,157 $ 124,342 $ 34,126 $ 44,372 $ 39,876 $ 46,462 $ 30,215 $ 29,946 $ $ $ 244,374 $ 245,122
Gross profit 12,907 13,808 4,991 5,440 3,401 6,324 4,086 5,585 (2) (36) 25,383 31,121
Selling, general & administrative expenses 6,588 6,325 1,324 1,531 1,640 1,468 1,465 1,422 5,982 4,972 16,999 15,718
Operating income $ 6,319 $ 7,483 $ 3,667 $ 3,909 $ 1,761 $ 4,856 $ 2,621 $ 4,163 $ (5,984) $ (5,008) $ 8,384 $ 15,403

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)

Three Months Ended
March 31, 2022 March 31, 2021
Gross profit $ 25,383 $ 31,121
Restructuring 906
Adjusted gross profit $ 26,289 $ 31,121
% of revenues 10.8 % 12.7 % Three Months Ended
--- --- --- --- --- --- ---
March 31, 2022 March 31, 2021
Operating income (loss) $ 8,384 $ 15,403
Restructuring 989
Deferred consideration purchase accounting 78 248
Investigation 194
Total operating income (loss) adjustments 1,067 442
Adjusted operating income (loss) $ 9,451 $ 15,845
% of revenues 3.9 % 6.5 % Three Months Ended
--- --- --- --- ---
March 31, 2022 March 31, 2021
Net income (loss) $ 3,982 $ 8,490
Operating income (loss) adjustments 1,067 442
Hryvnia fair value adjustments on forward exchange contracts 675
Adjusted (benefit) provision for income taxes1 (436) (111)
Adjusted net income (loss) $ 5,288 $ 8,821
Diluted EPS $ 0.12 $ 0.26
Adjustments to diluted EPS $ 0.04 $ 0.01
Adjusted diluted EPS $ 0.16 $ 0.27

1.Reported Tax (Benefit) Provision adjusted for tax effect of special charges at 25%

Three Months Ended
March 31, 2022 March 31, 2021
Net income (loss) $ 3,982 $ 8,490
Interest expense 1,961 5,041
Provision (benefit) for income taxes 1,400 2,528
Depreciation expense 3,575 3,781
Amortization expense 857 861
EBITDA $ 11,775 $ 20,701
% of revenues 4.8 % 8.4 %
EBITDA adjustments
Restructuring $ 989 $
Hryvnia fair value adjustments on forward exchange contracts 675
Deferred consideration purchase accounting 78 248
Investigation 194
Adjusted EBITDA $ 13,517 $ 21,143
% of revenues 5.5 % 8.6 %

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

Appendix B: Segment Reconciliation of GAAP to Non-GAAP Financial Measures

(Unaudited)

(Amounts in thousands, except percentages)

Three Months Ended March 31, 2022
Vehicle Solutions Warehouse Automation Electrical Systems Aftermarket and Accessories Corporate/Other Total
Operating income (loss) $ 6,319 $ 3,667 $ 1,761 $ 2,621 $ (5,984) $ 8,384
Restructuring 204 350 435 989
Deferred consideration purchase accounting 78 78
Adjusted operating income (loss) $ 6,523 $ 4,095 $ 1,761 $ 3,056 $ (5,984) $ 9,451
% of revenues 4.7 % 12.0 % 4.4 % 10.1 % 3.9 % Three Months Ended March 31, 2021
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Vehicle Solutions Warehouse Automation Electrical Systems Aftermarket and Accessories Corporate/Other Total
Operating income (loss) $ 7,483 $ 3,909 $ 4,856 $ 4,163 $ (5,008) $ 15,403
Deferred consideration purchase accounting 248 248
Investigation 194 194
Adjusted operating income (loss) $ 7,483 $ 4,157 $ 4,856 $ 4,163 $ (4,814) $ 15,845
% of revenues 6.0 % 9.4 % 10.5 % 13.9 % 6.5 %

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.

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