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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Commercial Vehicle Group Inc | NASDAQ:CVGI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.015 | 0.28% | 5.315 | 5.31 | 5.32 | 5.381 | 5.202 | 5.38 | 17,987 | 16:39:04 |
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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, 2016 |
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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.
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•
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Aftermarket seats and components in North America.
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•
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Electronic 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.
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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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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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•
|
Cab Structures, Sleeper Boxes, Body Panels and Structural Components
. The principal raw materials used in our cab structures, sleeper boxes, body panels and structural components are steel and aluminum, the majority of which we purchase in sheets or coils. These raw materials are generally readily available and obtained from multiple suppliers.
|
•
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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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|
2016
|
|
2015
|
|
2014
|
Medium-and Heavy-duty Truck OEMs
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62%
|
|
70%
|
|
71%
|
Aftermarket and OE Service
|
18
|
|
15
|
|
14
|
Bus OEMs
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8
|
|
6
|
|
6
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Construction OEMs
|
2
|
|
2
|
|
2
|
Other
|
10
|
|
7
|
|
7
|
Total
|
100%
|
|
100%
|
|
100%
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
Class 8 heavy trucks
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279
|
|
246
|
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297
|
|
323
|
|
228
|
Class 5-7 light and medium-duty trucks
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189
|
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201
|
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226
|
|
237
|
|
233
|
•
|
Electronic Wire Harnesses and Panel Assemblies
. The principal raw materials used to manufacture our electronic 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 readily available.
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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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•
|
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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|
2016
|
|
2015
|
|
2014
|
Construction
|
47%
|
|
52%
|
|
54%
|
Aftermarket and OE Service
|
16
|
|
16
|
|
16
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Automotive
|
14
|
|
14
|
|
14
|
Truck
|
8
|
|
5
|
|
5
|
Agriculture
|
3
|
|
3
|
|
2
|
Military
|
5
|
|
3
|
|
3
|
Other
|
7
|
|
7
|
|
6
|
Total
|
100%
|
|
100%
|
|
100%
|
•
|
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 the majority of the steel and aluminum stampings used in our cab structures, sleeper boxes, body panels and structural components and utilize robotic and manual welding techniques in the assembly of these products. In addition, 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. We also have large press lines which provide us with manufacturing flexibility for both aluminum and steel stampings delivered just-in-time to our cab assembly plants.
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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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Electronic Wire Harnesses and Panel Assemblies
. We utilize several manufacturing techniques to produce the majority of our electronic 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
|
49
|
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President, Chief Executive Officer, Director
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C. Timothy Trenary
|
60
|
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Executive Vice President and Chief Financial Officer
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Item 1A.
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Risk Factors
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•
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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 Ukraine, the Middle East or any other geographic region;
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•
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cyber-attacks to our systems;
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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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•
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union actions; and
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•
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seasonal factors.
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•
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the difficulty of enforcing agreements and collecting receivables through certain foreign legal systems;
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•
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foreign customers, who may have longer payment cycles than customers in the U.S.;
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•
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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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•
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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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•
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intellectual property protection difficulties;
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•
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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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•
|
incur liens;
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•
|
incur or assume additional debt or guarantees or issue preferred stock;
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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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•
|
engage in mergers, acquisitions, asset sales, sale/leaseback transactions and transactions with affiliates;
|
•
|
place restrictions on the ability of subsidiaries to pay dividends or make other payments to the issuer;
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•
|
change the business conducted by us or our subsidiaries; and
|
•
|
amend the terms of subordinated debt.
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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 indenture governing the 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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•
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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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•
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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
|
•
|
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
|
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Ownership Interest
|
Piedmont, Alabama
|
|
Aftermarket Distribution
|
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Owned
|
Douglas, Arizona
|
|
Warehouse
|
|
Leased
|
Dalton, Georgia
|
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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
|
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Injection Molding
|
|
Leased
|
Shadyside, Ohio
|
|
Stamping of Steel and Aluminum Structural and Exposed Stamped Components
|
|
Owned
|
Chillicothe, Ohio
|
|
Interior Trim & Warehouse
|
|
Owned / Leased
|
New Albany, Ohio
|
|
Corporate Headquarters / R&D
|
|
Leased
|
Vonore, Tennessee
|
|
Seats, Mirrors & Warehouse
|
|
Owned / Leased
|
Dublin, Virginia
|
|
Interior Trim & Warehouse
|
|
Owned / Leased
|
Agua Prieta, 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
|
|
Leased
|
Jiading, China
|
|
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 and 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, 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
|
|
Year Ended December 31, 2015:
|
|
|
|
||||
Fourth Quarter
|
$
|
4.60
|
|
|
$
|
2.66
|
|
Third Quarter
|
$
|
7.37
|
|
|
$
|
3.80
|
|
Second Quarter
|
$
|
7.50
|
|
|
$
|
5.60
|
|
First Quarter
|
$
|
6.93
|
|
|
$
|
5.35
|
|
|
12/31/11
|
12/31/12
|
12/31/13
|
12/31/14
|
12/31/15
|
12/31/16
|
||||||
Commercial Vehicle Group, Inc.
|
100.00
|
|
90.87
|
|
80.46
|
|
73.71
|
|
30.55
|
|
61.09
|
|
NASDAQ Composite
|
100.00
|
|
117.62
|
|
164.86
|
|
189.30
|
|
202.76
|
|
220.94
|
|
Legacy Peer Group
|
100.00
|
|
121.52
|
|
169.69
|
|
180.53
|
|
145.02
|
|
178.56
|
|
New Peer Group
|
100.00
|
|
128.38
|
|
199.21
|
|
206.18
|
|
192.76
|
|
260.18
|
|
|
(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, 2016 through
December 31, 2016) |
135,009
|
|
|
$
|
5.29
|
|
|
—
|
|
|
—
|
|
Item 6.
|
Selected Financial Data
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
662,112
|
|
|
$
|
825,341
|
|
|
$
|
839,743
|
|
|
$
|
747,718
|
|
|
$
|
857,916
|
|
Cost of revenues
|
574,882
|
|
|
714,519
|
|
|
732,055
|
|
|
667,989
|
|
|
741,378
|
|
|||||
Gross profit
|
87,230
|
|
|
110,822
|
|
|
107,688
|
|
|
79,729
|
|
|
116,538
|
|
|||||
Selling, general and administrative expenses
|
60,542
|
|
|
71,469
|
|
|
72,480
|
|
|
71,711
|
|
|
71,949
|
|
|||||
Amortization expense
|
1,305
|
|
|
1,327
|
|
|
1,515
|
|
|
1,580
|
|
|
493
|
|
|||||
Operating income
|
25,383
|
|
|
38,026
|
|
|
33,693
|
|
|
6,438
|
|
|
44,096
|
|
|||||
Other (income) expense
|
(769
|
)
|
|
(152
|
)
|
|
215
|
|
|
139
|
|
|
69
|
|
|||||
Interest expense
|
19,318
|
|
|
21,359
|
|
|
20,716
|
|
|
21,087
|
|
|
20,945
|
|
|||||
Income (loss) before (benefit) provision for income taxes
|
6,834
|
|
|
16,819
|
|
|
12,762
|
|
|
(14,788
|
)
|
|
23,082
|
|
|||||
Provision (benefit) for income taxes
|
49
|
|
|
9,758
|
|
|
5,131
|
|
|
(2,337
|
)
|
|
(26,948
|
)
|
|||||
Net income (loss)
|
6,785
|
|
|
7,061
|
|
|
7,631
|
|
|
(12,451
|
)
|
|
50,030
|
|
|||||
Less: Non-controlling interest in subsidiary’s income (loss)
|
—
|
|
|
1
|
|
|
1
|
|
|
(6
|
)
|
|
(47
|
)
|
|||||
Net income (loss) attributable to CVG stockholders
|
$
|
6,785
|
|
|
$
|
7,060
|
|
|
$
|
7,630
|
|
|
$
|
(12,445
|
)
|
|
$
|
50,077
|
|
Income (loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.23
|
|
|
$
|
0.24
|
|
|
$
|
0.26
|
|
|
$
|
(0.44
|
)
|
|
$
|
1.77
|
|
Diluted
|
$
|
0.23
|
|
|
$
|
0.24
|
|
|
$
|
0.26
|
|
|
$
|
(0.44
|
)
|
|
$
|
1.76
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
29,530
|
|
|
29,209
|
|
|
28,926
|
|
|
28,584
|
|
|
28,230
|
|
|||||
Diluted
|
29,878
|
|
|
29,399
|
|
|
29,117
|
|
|
28,584
|
|
|
28,428
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Balance Sheet Data (at end of each period):
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital (current assets less current liabilities)
|
$
|
202,693
|
|
|
$
|
193,424
|
|
|
$
|
192,618
|
|
|
$
|
176,979
|
|
|
$
|
187,111
|
|
Total assets
|
428,765
|
|
|
436,679
|
|
|
442,927
|
|
|
432,441
|
|
|
439,665
|
|
|||||
Total liabilities, excluding debt
|
126,075
|
|
|
133,112
|
|
|
133,177
|
|
|
122,500
|
|
|
123,357
|
|
|||||
Total debt
|
235,000
|
|
|
235,000
|
|
|
250,000
|
|
|
250,000
|
|
|
250,000
|
|
|||||
Total CVG stockholders’ equity
|
67,690
|
|
|
65,930
|
|
|
58,801
|
|
|
59,945
|
|
|
66,286
|
|
|||||
Total non-controlling interest
|
—
|
|
|
—
|
|
|
35
|
|
|
33
|
|
|
22
|
|
|||||
Total stockholders’ equity
|
67,690
|
|
|
65,930
|
|
|
58,836
|
|
|
59,978
|
|
|
66,308
|
|
|||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
49,365
|
|
|
$
|
55,299
|
|
|
$
|
9,519
|
|
|
$
|
19,154
|
|
|
$
|
24,049
|
|
Investing activities
|
(8,903
|
)
|
|
(14,506
|
)
|
|
(12,289
|
)
|
|
(12,949
|
)
|
|
(42,759
|
)
|
|||||
Financing activities
|
(714
|
)
|
|
(16,008
|
)
|
|
514
|
|
|
(937
|
)
|
|
(1,178
|
)
|
|||||
Depreciation and amortization
|
16,451
|
|
|
17,710
|
|
|
18,247
|
|
|
20,583
|
|
|
14,067
|
|
|||||
Capital expenditures
|
11,917
|
|
|
15,590
|
|
|
14,568
|
|
|
13,666
|
|
|
18,641
|
|
|||||
North American Heavy-duty Truck Production (units)
1
|
228,000
|
|
|
323,000
|
|
|
297,000
|
|
|
246,000
|
|
|
279,000
|
|
|||||
North America Class 5-7 Production (units)
1
|
233,000
|
|
|
237,000
|
|
|
226,000
|
|
|
201,000
|
|
|
189,000
|
|
(1)
|
Source:
ACT
(December 2016).
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Revenues
|
$
|
662,112
|
|
|
100.0
|
%
|
|
$
|
825,341
|
|
|
100.0
|
%
|
|
$
|
839,743
|
|
|
100.0
|
%
|
Cost of revenues
|
574,882
|
|
|
86.8
|
|
|
714,519
|
|
|
86.6
|
|
|
732,055
|
|
|
87.2
|
|
|||
Gross profit
|
87,230
|
|
|
13.2
|
|
|
110,822
|
|
|
13.4
|
|
|
107,688
|
|
|
12.8
|
|
|||
Selling, general and administrative expenses
|
60,542
|
|
|
9.1
|
|
|
71,469
|
|
|
8.7
|
|
|
72,480
|
|
|
8.6
|
|
|||
Amortization expense
|
1,305
|
|
|
0.2
|
|
|
1,327
|
|
|
0.2
|
|
|
1,515
|
|
|
0.2
|
|
|||
Operating income
|
25,383
|
|
|
3.8
|
|
|
38,026
|
|
|
4.6
|
|
|
33,693
|
|
|
4.0
|
|
|||
Other expense (income)
|
(769
|
)
|
|
(0.1
|
)
|
|
(152
|
)
|
|
—
|
|
|
215
|
|
|
—
|
|
|||
Interest expense
|
19,318
|
|
|
2.9
|
|
|
21,359
|
|
|
2.6
|
|
|
20,716
|
|
|
2.5
|
|
|||
Income before provision for income taxes
|
6,834
|
|
|
1.0
|
|
|
16,819
|
|
|
2.0
|
|
|
12,762
|
|
|
1.5
|
|
|||
Provision for income taxes
|
49
|
|
|
—
|
|
|
9,758
|
|
|
1.2
|
|
|
5,131
|
|
|
0.6
|
|
|||
Net income
|
6,785
|
|
|
1.0
|
|
|
7,061
|
|
|
0.9
|
|
|
7,631
|
|
|
0.9
|
|
|||
Less: Non-controlling interest in subsidiary’s income
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||
Net income attributable to common stockholders
|
$
|
6,785
|
|
|
1.0
|
%
|
|
$
|
7,060
|
|
|
0.9
|
%
|
|
$
|
7,630
|
|
|
0.9
|
%
|
•
|
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 $29.7 million or 16% decrease in OEM global construction revenues;
|
•
|
a $2.5 million, or 2%, decrease in revenues from other markets;
|
•
|
a $12.9 million, or 3%, increase primarily in OEM North American MD/HD Truck revenues;
|
•
|
a $3.8 million, or 3%, increase in aftermarket revenues; and
|
•
|
a $1.1 million, or 13%, increase in agriculture revenues.
|
|
2015
|
|
2014
|
||||||||||
Revenues
|
$
|
565,269
|
|
|
100.0
|
%
|
|
$
|
534,118
|
|
|
100.0
|
%
|
Gross Profit
|
85,702
|
|
|
15.2
|
|
|
81,430
|
|
|
15.2
|
|
||
Selling, General & Administrative Expenses
|
25,263
|
|
|
4.5
|
|
|
28,890
|
|
|
5.4
|
|
||
Operating Income
|
59,252
|
|
|
10.5
|
|
|
51,171
|
|
|
9.6
|
|
•
|
a $14.9 million, or 4%, increase primarily in OEM North American MD/HD Truck revenues;
|
•
|
a $10.4 million, or 14%, increase in aftermarket revenues; and
|
•
|
a $5.9 million, or 8%, increase in revenues from other markets.
|
|
2015
|
|
2014
|
||||||||||
Revenues
|
$
|
271,627
|
|
|
100.0
|
%
|
|
$
|
317,201
|
|
|
100.0
|
%
|
Gross Profit
|
28,627
|
|
|
10.5
|
|
|
29,583
|
|
|
9.3
|
|
||
Selling, General & Administrative Expenses
|
20,442
|
|
|
7.5
|
|
|
21,903
|
|
|
6.9
|
|
||
Operating Income
|
8,044
|
|
|
3.0
|
|
|
7,533
|
|
|
2.4
|
|
•
|
a $30.3 million, or 18%, decrease in OEM construction revenue;
|
•
|
a $6.6 million, or 13%, decrease in aftermarket revenues;
|
•
|
a $6.0 million, or 13%, decrease in automotive revenues; and
|
•
|
a $2.7 million, or 5%, decrease in revenues from other markets.
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
1 Year |
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 Years |
||||||||||
Long-term debt obligations
|
$
|
235,000
|
|
|
$
|
—
|
|
|
$
|
235,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Estimated interest payments
|
42,409
|
|
|
18,506
|
|
|
23,903
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
|
18,616
|
|
|
6,045
|
|
|
6,967
|
|
|
3,685
|
|
|
1,919
|
|
|||||
Pension and other post-retirement funding
|
42,674
|
|
|
3,698
|
|
|
7,999
|
|
|
8,605
|
|
|
22,372
|
|
|||||
Total
|
$
|
338,699
|
|
|
$
|
28,249
|
|
|
$
|
273,869
|
|
|
$
|
12,290
|
|
|
$
|
24,291
|
|
•
|
discount rate;
|
•
|
expected return on plan assets;
|
•
|
mortality rates; and
|
•
|
health care cost trend rates.
|
|
1 Percentage
Point Increase |
|
1 Percentage
Point Decrease |
||||
(Decrease) increase due to change in assumptions used to determine net periodic benefit costs for the year ended December 31, 2016:
|
|
|
|
||||
Discount rate
|
$
|
(413
|
)
|
|
$
|
383
|
|
Expected long-term rate of return on plan assets
|
$
|
(722
|
)
|
|
$
|
705
|
|
(Decrease) increase due to change in assumptions used to determine benefit obligations for the year ended December 31, 2016:
|
|
|
|
||||
Discount rate
|
$
|
(10,519
|
)
|
|
$
|
13,073
|
|
•
|
expansion of coverage for older children up to age 26;
|
•
|
elimination of lifetime maximum benefit limits;
|
•
|
elimination of preexisting condition exclusions for children;
|
•
|
limited reimbursement under Flexible Spending Accounts for over the counter medications;
|
•
|
women’s preventive care — expansion of preventive services without co-pays or deductibles;
|
•
|
flex spending limits — reduction in annual limit for flex spending accounts from $5,000 to $2,500;
|
•
|
increase in Medicare tax by 0.9 % on wages over $200,000 for single filers, $250,000 for joint filers and $125,000 for those who are married filing separately;
|
•
|
W-2 reporting of benefits — W-2 forms will be required to show the non-taxable cost of employer health care coverage; and
|
•
|
variable Hour Policy to identify and monitor the measurement, administrative, and stability periods of variable hour employees to comply with the requirements of the employer mandate.
|
|
1 Percentage
Point Increase
|
|
1 Percentage
Point Decrease
|
||||
Increase (decrease) from change in health care cost trends rates
|
|
|
|
||||
Other post-retirement benefit expense
|
$
|
1
|
|
|
$
|
(1
|
)
|
Other post-retirement benefit liability
|
$
|
5
|
|
|
$
|
(5
|
)
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
|
|
Page
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands, except per share amounts)
|
||||||||||
REVENUES
|
$
|
662,112
|
|
|
$
|
825,341
|
|
|
$
|
839,743
|
|
COST OF REVENUES
|
574,882
|
|
|
714,519
|
|
|
732,055
|
|
|||
Gross Profit
|
87,230
|
|
|
110,822
|
|
|
107,688
|
|
|||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
60,542
|
|
|
71,469
|
|
|
72,480
|
|
|||
AMORTIZATION EXPENSE
|
1,305
|
|
|
1,327
|
|
|
1,515
|
|
|||
Operating Income
|
25,383
|
|
|
38,026
|
|
|
33,693
|
|
|||
OTHER (INCOME) EXPENSE
|
(769
|
)
|
|
(152
|
)
|
|
215
|
|
|||
INTEREST EXPENSE
|
19,318
|
|
|
21,359
|
|
|
20,716
|
|
|||
Income Before Provision for Income Taxes
|
6,834
|
|
|
16,819
|
|
|
12,762
|
|
|||
PROVISION FOR INCOME TAXES
|
49
|
|
|
9,758
|
|
|
5,131
|
|
|||
NET INCOME
|
6,785
|
|
|
7,061
|
|
|
7,631
|
|
|||
Less: Non-controlling interest in subsidiary’s income
|
—
|
|
|
1
|
|
|
1
|
|
|||
NET INCOME ATTRIBUTABLE TO CVG STOCKHOLDERS
|
$
|
6,785
|
|
|
$
|
7,060
|
|
|
$
|
7,630
|
|
EARNINGS PER COMMON SHARE:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.23
|
|
|
$
|
0.24
|
|
|
$
|
0.26
|
|
Diluted
|
$
|
0.23
|
|
|
$
|
0.24
|
|
|
$
|
0.26
|
|
WEIGHTED AVERAGE SHARES OUTSTANDING:
|
|
|
|
|
|
||||||
Basic
|
29,530
|
|
|
29,209
|
|
|
28,926
|
|
|||
Diluted
|
29,878
|
|
|
29,399
|
|
|
29,117
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In thousands)
|
||||||||||
Net income
|
|
$
|
6,785
|
|
|
$
|
7,061
|
|
|
$
|
7,631
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(3,234
|
)
|
|
(4,572
|
)
|
|
(4,600
|
)
|
|||
Minimum pension liability, net of tax
|
|
(5,957
|
)
|
|
2,206
|
|
|
(6,380
|
)
|
|||
Other comprehensive loss
|
|
(9,191
|
)
|
|
(2,366
|
)
|
|
(10,980
|
)
|
|||
Comprehensive (loss) income
|
|
$
|
(2,406
|
)
|
|
$
|
4,695
|
|
|
$
|
(3,349
|
)
|
Less: Comprehensive (loss) income attributed to noncontrolling interests
|
|
—
|
|
|
(35
|
)
|
|
1
|
|
|||
Comprehensive (loss) income attributable to CVG stockholders
|
|
$
|
(2,406
|
)
|
|
$
|
4,730
|
|
|
$
|
(3,350
|
)
|
|
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, 2013
|
28,860,143
|
|
|
$
|
296
|
|
|
$
|
(6,095
|
)
|
|
$
|
229,137
|
|
|
$
|
(137,122
|
)
|
|
$
|
(26,308
|
)
|
|
$
|
59,908
|
|
|
$
|
33
|
|
|
$
|
59,941
|
|
Issuance of restricted stock
|
378,597
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Surrender of common stock by employees
|
(90,236
|
)
|
|
—
|
|
|
(527
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(527
|
)
|
|
—
|
|
|
(527
|
)
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
2,770
|
|
|
—
|
|
|
—
|
|
|
2,770
|
|
|
—
|
|
|
2,770
|
|
||||||||
Total comprehensive (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,630
|
|
|
(10,980
|
)
|
|
(3,350
|
)
|
|
1
|
|
|
(3,349
|
)
|
||||||||
Non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||||
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
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
6,785
|
|
|
$
|
7,061
|
|
|
$
|
7,631
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
16,451
|
|
|
17,710
|
|
|
18,247
|
|
|||
Provision for doubtful accounts
|
5,552
|
|
|
4,640
|
|
|
5,225
|
|
|||
Noncash amortization of debt financing costs
|
840
|
|
|
1,059
|
|
|
891
|
|
|||
Pension plan contributions
|
(2,995
|
)
|
|
(2,958
|
)
|
|
(2,965
|
)
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
591
|
|
|
—
|
|
|||
Shared-based compensation expense
|
2,607
|
|
|
2,853
|
|
|
2,741
|
|
|||
Loss on sale of assets
|
80
|
|
|
596
|
|
|
1,098
|
|
|||
Deferred income taxes
|
(2,525
|
)
|
|
8,157
|
|
|
3,277
|
|
|||
Noncash loss on forward exchange contracts
|
603
|
|
|
151
|
|
|
483
|
|
|||
Insurance Settlement
|
(675
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment of equipment held for sale
|
616
|
|
|
—
|
|
|
—
|
|
|||
Change in other operating items:
|
|
|
|
|
|
||||||
Accounts receivable
|
25,501
|
|
|
166
|
|
|
(27,875
|
)
|
|||
Inventories
|
2,993
|
|
|
6,761
|
|
|
(5,370
|
)
|
|||
Prepaid expenses
|
(978
|
)
|
|
(3,743
|
)
|
|
2,267
|
|
|||
Accounts payable
|
(4,263
|
)
|
|
(3,642
|
)
|
|
3,065
|
|
|||
Accrued liabilities
|
(1,997
|
)
|
|
8,211
|
|
|
1,022
|
|
|||
Other operating activities, net
|
770
|
|
|
7,686
|
|
|
(218
|
)
|
|||
Net cash provided by operating activities
|
49,365
|
|
|
55,299
|
|
|
9,519
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(11,429
|
)
|
|
(14,685
|
)
|
|
(13,704
|
)
|
|||
Proceeds from disposal/sale of property, plant and equipment
|
37
|
|
|
108
|
|
|
689
|
|
|||
Proceeds from corporate-owned life insurance policies
|
2,489
|
|
|
—
|
|
|
—
|
|
|||
Other investing activities, net
|
—
|
|
|
71
|
|
|
726
|
|
|||
Net cash used in investing activities
|
(8,903
|
)
|
|
(14,506
|
)
|
|
(12,289
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from borrowings against life insurance policies
|
—
|
|
|
—
|
|
|
1,041
|
|
|||
Surrender of common stock by employees
|
(714
|
)
|
|
(417
|
)
|
|
(527
|
)
|
|||
Redemption of Notes
|
—
|
|
|
(15,000
|
)
|
|
—
|
|
|||
Early payment fee on debt and other debt issuance costs
|
—
|
|
|
(591
|
)
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(714
|
)
|
|
(16,008
|
)
|
|
514
|
|
|||
EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH
|
(1,782
|
)
|
|
(2,682
|
)
|
|
(348
|
)
|
|||
NET INCREASE (DECREASE) IN CASH
|
37,966
|
|
|
22,103
|
|
|
(2,604
|
)
|
|||
CASH:
|
|
|
|
|
|
||||||
Beginning of period
|
92,194
|
|
|
70,091
|
|
|
72,695
|
|
|||
End of period
|
$
|
130,160
|
|
|
$
|
92,194
|
|
|
$
|
70,091
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
18,684
|
|
|
$
|
19,939
|
|
|
$
|
19,831
|
|
Cash paid for income taxes, net
|
$
|
2,495
|
|
|
$
|
1,545
|
|
|
$
|
1,387
|
|
Unpaid purchases of property and equipment included in accounts payable
|
$
|
488
|
|
|
$
|
905
|
|
|
$
|
864
|
|
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
|
|
2016
|
|
2015
|
||||
Balance — Beginning of the year
|
$
|
7,580
|
|
|
$
|
4,438
|
|
Provision for new warranty claims
|
1,798
|
|
|
5,878
|
|
||
Change in provision for preexisting warranty claims
|
389
|
|
|
(467
|
)
|
||
Deduction for payments made
|
(3,819
|
)
|
|
(2,192
|
)
|
||
Currency translation adjustment
|
(396
|
)
|
|
(77
|
)
|
||
Balance — End of year
|
$
|
5,552
|
|
|
$
|
7,580
|
|
•
|
Forfeitures
. The amended accounting guidance allows companies to make a policy election to reflect estimated forfeitures, as consistent with current accounting guidance, or to report forfeitures as they occur. The Company has elected to account for forfeitures as they occur. The amended accounting guidance requires that this change be made through a modified retrospective approach with any change to prior year expense reflected in beginning retained earnings. No impact was recorded to prior period share-based payment expense as the expense already reflected actual forfeiture rates, which were higher than estimated forfeitures. Approximately
$0.1 million
in additional expense was recorded in the third quarter of 2016 that pertained to estimated forfeitures in the first and second quarters of 2016.
|
•
|
Income Tax Accounting.
The amended accounting guidance requires all excess tax benefits and tax deficiencies to be recognized as an income tax benefit or expense on a prospective basis in the period of adoption. As shares vest, the Company will report the excess tax benefits or deficiencies prospectively in the consolidated statement of income. The Company recognized an adjustment to beginning retained earnings and a deferred tax asset of
$2.3 million
arising from prior year excess tax benefits not previously recognized.
|
•
|
Statement of Cash Flows Presentation.
The amended accounting guidance requires excess tax benefits to be classified as an operating activity in the consolidated statement of cash flows. Previously, excess tax benefits were presented as cash inflow from financing activities and cash outflow from operating activities.The retrospective impact to the presentation of the consolidated statement of cash flows was not material. The amended accounting guidance also requires cash paid by an employer when shares are directly withheld for tax withholding purposes be classified as a financing activity. The Company has retrospectively adjusted its presentation in the consolidated statement of cash flows.
|
3.
|
Fair Value Measurement
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Derivative assets in other current assets
1
|
$
|
142
|
|
|
$
|
—
|
|
|
$
|
142
|
|
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
—
|
|
Derivative liabilities in accrued liabilities and other
1
|
$
|
1,234
|
|
|
$
|
—
|
|
|
$
|
1,234
|
|
|
$
|
—
|
|
|
$
|
524
|
|
|
$
|
—
|
|
|
$
|
524
|
|
|
$
|
—
|
|
1
|
Based on observable market transactions of spot and forward rates.
|
|
2016
|
|
2015
|
||||||||||||
|
U.S. $
Equivalent |
|
U.S.
Equivalent Fair Value |
|
U.S. $
Equivalent |
|
U.S.
Equivalent Fair Value |
||||||||
Commitments to buy or sell currencies
|
$
|
18,593
|
|
|
$
|
17,213
|
|
|
$
|
15,490
|
|
|
$
|
15,479
|
|
|
2016
|
|
2015 (as adjusted)
|
||||||||||||
|
Carrying
Amount |
|
Fair Value
|
|
Carrying
Amount |
|
Fair Value
|
||||||||
Long-term debt
|
$
|
233,154
|
|
|
$
|
231,391
|
|
|
$
|
232,956
|
|
|
$
|
190,063
|
|
4.
|
Inventories
|
|
2016
|
|
2015
|
||||
Raw materials
|
$
|
46,352
|
|
|
$
|
52,647
|
|
Work in process
|
11,234
|
|
|
8,776
|
|
||
Finished goods
|
13,468
|
|
|
14,235
|
|
||
|
$
|
71,054
|
|
|
$
|
75,658
|
|
5.
|
Accrued and Other Liabilities
|
|
2016
|
|
2015
|
||||
Compensation and benefits
|
$
|
10,435
|
|
|
$
|
11,936
|
|
Warranty costs
|
5,552
|
|
|
7,580
|
|
||
Insurance
|
5,237
|
|
|
3,852
|
|
||
Interest
|
3,892
|
|
|
4,041
|
|
||
Deferred tooling
|
2,773
|
|
|
2,828
|
|
||
Legal and professional fees
|
2,827
|
|
|
3,211
|
|
||
Restructuring
|
2,271
|
|
|
336
|
|
||
Taxes payable
|
2,517
|
|
|
2,696
|
|
||
Accrued freight
|
1,465
|
|
|
1,636
|
|
||
Accrued services
|
1,309
|
|
|
1,140
|
|
||
Product liabilities
|
—
|
|
|
1,711
|
|
||
Other
|
7,421
|
|
|
7,229
|
|
||
|
$
|
45,699
|
|
|
$
|
48,196
|
|
6.
|
Debt
|
|
2016
|
|
2015
|
||||
7.875% senior secured notes due April 15, 2019
|
$
|
233,154
|
|
|
$
|
232,363
|
|
•
|
a facility in the amount of up to
$40.0 million
with the ability to increase up to an additional
$35.0 million
under certain conditions;
|
•
|
availability is subject to borrowing base limitations and an availability block equal to the amount of debt and foreign cash management services Bank of America, N.A. or its affiliates makes available to the Company’s foreign subsidiaries;
|
•
|
availability of up to an aggregate amount of
$10.0 million
for the issuance of letters of credit, which reduces the total amount available;
|
•
|
extension of the maturity date to
November 15, 2018
;
|
•
|
amendments to certain covenants to provide additional flexibility, including (i) conditional permitted distributions, permitted foreign investments, and permitted acquisitions on minimum availability, fixed charge coverage ratio and other requirements, and (ii) permitting certain sale-leaseback transactions;
|
•
|
permitting the repurchase of the Company’s
7.875%
senior secured notes due 2019 ("
7.875%
notes) under certain circumstances; and
|
•
|
reduction of the fixed charge coverage ratio maintenance requirement to
1.0
:1.0 and reduction of the availability threshold for triggering compliance with the fixed charge coverage ratio, as described below.
|
Level
|
|
Average Daily
Availability
|
|
Domestic Base
Rate Loans
|
|
LIBOR
Revolver Loans
|
||
III
|
|
≥ to $20,000,000
|
|
0.50
|
%
|
|
1.50
|
%
|
II
|
|
> $10,000,000 but < $20,000,000
|
|
0.75
|
%
|
|
1.75
|
%
|
I
|
|
≤ to $10,000,000
|
|
1.00
|
%
|
|
2.00
|
%
|
7.
|
Goodwill and Intangible Assets
|
|
December 31, 2016
|
||||||||||||
|
Weighted-
Average Amortization Period |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
||||||
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||
Trademarks/Tradenames
|
23 years
|
|
$
|
8,378
|
|
|
$
|
(3,193
|
)
|
|
$
|
5,185
|
|
Customer relationships
|
15 years
|
|
14,181
|
|
|
(3,855
|
)
|
|
10,326
|
|
|||
|
|
|
$
|
22,559
|
|
|
$
|
(7,048
|
)
|
|
$
|
15,511
|
|
|
December 31, 2015
|
||||||||||||
|
Weighted-
Average Amortization Period |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
||||||
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||
Trademarks/Tradenames
|
23 years
|
|
$
|
9,460
|
|
|
$
|
(3,914
|
)
|
|
$
|
5,546
|
|
Customer relationships
|
15 years
|
|
14,344
|
|
|
(2,944
|
)
|
|
11,400
|
|
|||
|
|
|
$
|
23,804
|
|
|
$
|
(6,858
|
)
|
|
$
|
16,946
|
|
|
2016
|
|
2015
|
||||
Balance — Beginning of the year
|
$
|
7,834
|
|
|
$
|
8,056
|
|
Currency translation adjustment
|
(131
|
)
|
|
(222
|
)
|
||
Balance — End of the year
|
$
|
7,703
|
|
|
$
|
7,834
|
|
8.
|
Income Taxes
|
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic
|
$
|
(13,928
|
)
|
|
$
|
16,819
|
|
|
$
|
6,820
|
|
Foreign
|
20,762
|
|
|
—
|
|
|
5,942
|
|
|||
Total
|
$
|
6,834
|
|
|
$
|
16,819
|
|
|
$
|
12,762
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Federal provision at statutory rate
|
$
|
2,392
|
|
|
$
|
5,887
|
|
|
$
|
4,466
|
|
U.S./foreign tax rate differential
|
(1,842
|
)
|
|
1
|
|
|
(991
|
)
|
|||
Foreign non-deductible expenses
|
743
|
|
|
(479
|
)
|
|
1,556
|
|
|||
Foreign tax provision
|
336
|
|
|
296
|
|
|
361
|
|
|||
State taxes, net of federal benefit
|
(171
|
)
|
|
556
|
|
|
1,958
|
|
|||
State tax rate change, net of federal benefit
|
541
|
|
|
32
|
|
|
(159
|
)
|
|||
Change in uncertain tax positions
|
114
|
|
|
236
|
|
|
(150
|
)
|
|||
Change in valuation allowance
|
(1,858
|
)
|
|
3,283
|
|
|
(2,538
|
)
|
|||
Tax credits
|
(104
|
)
|
|
(283
|
)
|
|
(91
|
)
|
|||
Share-based compensation
|
(108
|
)
|
|
459
|
|
|
377
|
|
|||
Other
|
6
|
|
|
(230
|
)
|
|
342
|
|
|||
Provision for income taxes
|
$
|
49
|
|
|
$
|
9,758
|
|
|
$
|
5,131
|
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||||
|
Current
Provision (Benefit) |
|
Deferred
Provision (Benefit) |
|
Total
Provision (Benefit) |
|
Current
Provision (Benefit) |
|
Deferred
Provision |
|
Total
Provision |
|
Current
Provision |
|
Deferred
Provision (Benefit) |
|
Total
Provision (Benefit) |
||||||||||||||||||
Federal
|
$
|
(4
|
)
|
|
$
|
(1,801
|
)
|
|
$
|
(1,805
|
)
|
|
$
|
(153
|
)
|
|
$
|
6,077
|
|
|
$
|
5,924
|
|
|
$
|
26
|
|
|
$
|
4,799
|
|
|
$
|
4,825
|
|
State and local
|
(27
|
)
|
|
1,021
|
|
|
994
|
|
|
380
|
|
|
389
|
|
|
769
|
|
|
316
|
|
|
2,834
|
|
|
3,150
|
|
|||||||||
Foreign
|
2,605
|
|
|
(1,745
|
)
|
|
860
|
|
|
1,374
|
|
|
1,691
|
|
|
3,065
|
|
|
1,512
|
|
|
(4,356
|
)
|
|
(2,844
|
)
|
|||||||||
Total
|
$
|
2,574
|
|
|
$
|
(2,525
|
)
|
|
$
|
49
|
|
|
$
|
1,601
|
|
|
$
|
8,157
|
|
|
$
|
9,758
|
|
|
$
|
1,854
|
|
|
$
|
3,277
|
|
|
$
|
5,131
|
|
|
2016
|
|
2015
|
||||
Noncurrent deferred tax assets:
|
|
|
|
||||
Amortization and fixed assets
|
$
|
4,109
|
|
|
$
|
5,270
|
|
Accounts receivable
|
815
|
|
|
706
|
|
||
Inventories
|
2,899
|
|
|
3,959
|
|
||
Pension obligations
|
4,623
|
|
|
5,268
|
|
||
Warranty obligations
|
2,519
|
|
|
3,608
|
|
||
Accrued benefits
|
1,060
|
|
|
1,370
|
|
||
Foreign exchange contracts
|
460
|
|
|
94
|
|
||
Restricted stock
|
145
|
|
|
153
|
|
||
Tax credits carryforwards
|
2,238
|
|
|
2,562
|
|
||
Net operating loss carryforwards
|
20,130
|
|
|
15,094
|
|
||
Other temporary differences not currently available for tax purposes
|
2,135
|
|
|
287
|
|
||
Total noncurrent assets
|
41,133
|
|
|
38,371
|
|
||
Valuation allowance
|
(12,546
|
)
|
|
(13,118
|
)
|
||
Net noncurrent deferred tax assets
|
$
|
28,587
|
|
|
$
|
25,253
|
|
Noncurrent deferred tax liabilities:
|
|
|
|
||||
Amortization and fixed assets
|
$
|
(764
|
)
|
|
$
|
(1,158
|
)
|
Net operating loss carryforwards
|
2,178
|
|
|
2,121
|
|
||
Other temporary differences not currently available for tax purposes
|
(1,430
|
)
|
|
(796
|
)
|
||
Total noncurrent tax liabilities
|
(16
|
)
|
|
167
|
|
||
Valuation allowance
|
—
|
|
|
(1,286
|
)
|
||
Net noncurrent deferred tax liabilities
|
$
|
(16
|
)
|
|
$
|
(1,119
|
)
|
Total deferred tax asset
|
$
|
28,571
|
|
|
$
|
24,134
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance — Beginning of the year
|
$
|
489
|
|
|
$
|
27
|
|
|
$
|
189
|
|
Gross increase — tax positions in prior periods
|
40
|
|
|
445
|
|
|
—
|
|
|||
Gross decreases — tax positions in prior periods
|
—
|
|
|
—
|
|
|
(170
|
)
|
|||
Gross increases — current period tax positions
|
103
|
|
|
44
|
|
|
8
|
|
|||
Lapse of statute of limitations
|
(4
|
)
|
|
(27
|
)
|
|
—
|
|
|||
Balance — End of the year
|
$
|
628
|
|
|
$
|
489
|
|
|
$
|
27
|
|
•
|
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.
|
•
|
Aftermarket seats and components in North America.
|
•
|
Electronic wire harness assemblies and Seats for construction, agricultural, industrial, automotive, mining and military industries in North America, Europe and Asia Pacific.
|
•
|
Seats to the truck and bus markets in Asia-Pacific and Europe.
|
•
|
Wiper systems to the construction and agriculture markets in Europe.
|
•
|
Office seating in Europe and Asia-Pacific.
|
•
|
Aftermarket seats and components in Europe and Asia-Pacific.
|
|
As of and 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 and Other Items:
|
|
|
|
|
|
|
|
||||||||
Capital Expenditures
|
$
|
6,384
|
|
|
$
|
4,609
|
|
|
$
|
924
|
|
|
$
|
11,917
|
|
Other Items
1
|
$
|
2,712
|
|
|
$
|
723
|
|
|
$
|
688
|
|
|
$
|
4,123
|
|
|
As of and 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 and Other Items:
|
|
|
|
|
|
|
|
||||||||
Capital Expenditures
|
$
|
7,579
|
|
|
$
|
4,688
|
|
|
$
|
3,323
|
|
|
$
|
15,590
|
|
Other Items
1
|
$
|
1,838
|
|
|
$
|
494
|
|
|
$
|
—
|
|
|
$
|
2,332
|
|
|
As of and for the year ended December 31, 2014
|
||||||||||||||
|
Global
Truck & Bus |
|
Global
Construction & Agriculture |
|
Corporate/
Other |
|
Total
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
External Revenues
|
$
|
533,752
|
|
|
$
|
305,991
|
|
|
$
|
—
|
|
|
$
|
839,743
|
|
Intersegment Revenues
|
366
|
|
|
11,210
|
|
|
(11,576
|
)
|
|
$
|
—
|
|
|||
Total Revenues
|
$
|
534,118
|
|
|
$
|
317,201
|
|
|
$
|
(11,576
|
)
|
|
$
|
839,743
|
|
Gross Profit
|
$
|
81,430
|
|
|
$
|
29,583
|
|
|
$
|
(3,325
|
)
|
|
$
|
107,688
|
|
Depreciation and Amortization Expense
|
$
|
8,973
|
|
|
$
|
5,905
|
|
|
$
|
3,369
|
|
|
$
|
18,247
|
|
Selling, General & Administrative Expenses
|
$
|
28,890
|
|
|
$
|
21,903
|
|
|
$
|
21,687
|
|
|
$
|
72,480
|
|
Operating Income
|
$
|
51,171
|
|
|
$
|
7,533
|
|
|
$
|
(25,011
|
)
|
|
$
|
33,693
|
|
|
|
|
|
|
|
|
|
||||||||
Capital and Other Items:
|
|
|
|
|
|
|
|
||||||||
Capital Expenditures
|
$
|
8,055
|
|
|
$
|
5,140
|
|
|
$
|
1,374
|
|
|
$
|
14,569
|
|
Other Items
1
|
$
|
2,090
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,090
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
|
Revenues
|
|
Long-lived
Assets |
|
Revenues
|
|
Long-lived
Assets |
|
Revenues
|
|
Long-lived
Assets |
||||||||||||
United States
|
$
|
496,473
|
|
|
$
|
54,334
|
|
|
$
|
635,627
|
|
|
$
|
59,280
|
|
|
$
|
644,547
|
|
|
$
|
60,819
|
|
All other countries
|
165,639
|
|
|
11,707
|
|
|
189,714
|
|
|
11,681
|
|
|
195,196
|
|
|
12,643
|
|
||||||
|
$
|
662,112
|
|
|
$
|
66,041
|
|
|
$
|
825,341
|
|
|
$
|
70,961
|
|
|
$
|
839,743
|
|
|
$
|
73,462
|
|
|
Years Ended December 31,
|
||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
Revenues
|
|
%
|
|
Revenues
|
|
%
|
|
Revenues
|
|
%
|
||||||
Seats and seating systems
|
$
|
280,575
|
|
|
42
|
|
$
|
339,724
|
|
|
41
|
|
$
|
351,621
|
|
|
42
|
Trim systems and components
|
132,623
|
|
|
20
|
|
179,713
|
|
|
22
|
|
163,399
|
|
|
19
|
|||
Electronic wire harnesses and panel assemblies
|
149,417
|
|
|
23
|
|
154,417
|
|
|
19
|
|
180,237
|
|
|
21
|
|||
Cab structures, sleeper boxes, body panels and structural components
|
57,605
|
|
|
9
|
|
96,046
|
|
|
12
|
|
89,168
|
|
|
11
|
|||
Mirrors, wipers and controls
|
41,892
|
|
|
6
|
|
55,441
|
|
|
6
|
|
55,318
|
|
|
7
|
|||
|
$
|
662,112
|
|
|
100
|
|
$
|
825,341
|
|
|
100
|
|
$
|
839,743
|
|
|
100
|
10.
|
Commitments and Contingencies
|
Year Ending December 31,
|
|
|
||
2017
|
|
$
|
6,045
|
|
2018
|
|
4,201
|
|
|
2019
|
|
2,766
|
|
|
2020
|
|
2,012
|
|
|
2021
|
|
1,673
|
|
|
Thereafter
|
|
1,919
|
|
11.
|
Stockholders’ Equity (Deficit)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income attributable to common stockholders — basic and diluted
|
$
|
6,785
|
|
|
$
|
7,060
|
|
|
$
|
7,630
|
|
Weighted average number of common shares outstanding
|
29,530
|
|
|
29,209
|
|
|
28,926
|
|
|||
Dilutive effect of outstanding stock options and restricted stock grants after application of the treasury stock method
|
348
|
|
|
190
|
|
|
191
|
|
|||
|
|
|
|
|
|
||||||
Dilutive shares outstanding
|
29,878
|
|
|
29,399
|
|
|
29,117
|
|
|||
Basic earnings per share attributable to common stockholders
|
$
|
0.23
|
|
|
$
|
0.24
|
|
|
$
|
0.26
|
|
Diluted earnings per share attributable to common stockholders
|
$
|
0.23
|
|
|
$
|
0.24
|
|
|
$
|
0.26
|
|
12.
|
Performance Awards
|
Grant Date
|
|
Grant Amount
|
|
Forfeitures/Adjustments
|
|
Payments
|
|
Balance at December 31, 2016
|
|
Vesting Schedule
|
|
Unrecognized Compensation
|
|
Remaining Periods (in Months) to Vesting
|
||||||||||
November 2013
|
|
$
|
1,351
|
|
|
$
|
(1,033
|
)
|
|
$
|
(318
|
)
|
|
$
|
—
|
|
|
November 2016
|
|
$
|
—
|
|
|
0
|
November 2014
|
|
$
|
2,087
|
|
|
$
|
(1,062
|
)
|
|
$
|
—
|
|
|
$
|
1,025
|
|
|
November 2017
|
|
$
|
256
|
|
|
9
|
November 2015
|
|
1,487
|
|
|
(160
|
)
|
|
—
|
|
|
1,327
|
|
|
November 2018
|
|
774
|
|
|
21
|
|||||
November 2016
|
|
1,434
|
|
|
—
|
|
|
—
|
|
|
1,434
|
|
|
November 2019
|
|
1,315
|
|
|
33
|
|||||
|
|
$
|
6,359
|
|
|
$
|
(2,255
|
)
|
|
$
|
(318
|
)
|
|
$
|
3,786
|
|
|
|
|
$
|
2,345
|
|
|
|
13.
|
Share-Based Compensation
|
Grant
|
|
Shares
|
|
Vesting Schedule
|
|
Unearned
Compensation |
|
Remaining
Period (in months) |
|||
October 2014
|
|
506,171
|
|
|
3 equal annual installments commencing on October 20, 2015
|
|
$
|
0.6
|
|
|
10
|
April 2015
|
|
27,174
|
|
|
3 equal annual installments commencing on October 20, 2015
|
|
0.1
|
|
|
10
|
|
October 2015
|
|
595,509
|
|
|
3 equal annual installments commencing on October 20, 2016
|
|
1.0
|
|
|
22
|
|
January 2016
|
|
23,852
|
|
|
3 equal annual installments commencing on October 20, 2016
|
|
—
|
|
|
22
|
|
March 2016
|
|
38,758
|
|
|
3 equal annual installments commencing on October 20, 2016
|
|
—
|
|
|
22
|
|
October 2016
|
|
410,751
|
|
|
3 equal annual installments commencing on October 20, 2017
|
|
2.1
|
|
|
34
|
|
October 2016
|
|
97,951
|
|
|
fully vests as of October 20, 2017
|
|
0.4
|
|
|
10
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
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
|
1,128
|
|
|
$
|
4.24
|
|
|
915
|
|
|
$
|
6.96
|
|
|
855
|
|
|
$
|
7.59
|
|
Granted
|
571
|
|
|
5.05
|
|
|
818
|
|
|
3.24
|
|
|
577
|
|
|
6.91
|
|
|||
Vested
|
(558
|
)
|
|
4.68
|
|
|
(400
|
)
|
|
7.06
|
|
|
(379
|
)
|
|
8.06
|
|
|||
Forfeited
|
(160
|
)
|
|
4.35
|
|
|
(205
|
)
|
|
6.93
|
|
|
(138
|
)
|
|
7.59
|
|
|||
Nonvested - end of year
|
981
|
|
|
$
|
4.70
|
|
|
1,128
|
|
|
$
|
4.24
|
|
|
915
|
|
|
$
|
6.96
|
|
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
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation — Beginning of year
|
$
|
47,795
|
|
|
$
|
51,279
|
|
|
$
|
39,186
|
|
|
$
|
43,569
|
|
Service cost
|
126
|
|
|
135
|
|
|
—
|
|
|
—
|
|
||||
Interest cost
|
1,878
|
|
|
1,864
|
|
|
1,370
|
|
|
1,470
|
|
||||
Participant contributions
|
7
|
|
|
11
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(2,161
|
)
|
|
(2,179
|
)
|
|
(1,454
|
)
|
|
(1,676
|
)
|
||||
Actuarial loss (gain)
|
(133
|
)
|
|
(3,315
|
)
|
|
9,234
|
|
|
(2,263
|
)
|
||||
Exchange rate changes
|
—
|
|
|
—
|
|
|
(7,516
|
)
|
|
(1,914
|
)
|
||||
Benefit obligation at end of year
|
47,512
|
|
|
47,795
|
|
|
40,820
|
|
|
39,186
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets — Beginning of year
|
36,270
|
|
|
35,660
|
|
|
33,608
|
|
|
35,752
|
|
||||
Actual return on plan assets
|
2,035
|
|
|
532
|
|
|
4,214
|
|
|
328
|
|
||||
Employer contributions
|
2,239
|
|
|
2,246
|
|
|
756
|
|
|
818
|
|
||||
Participant contributions
|
7
|
|
|
11
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(2,161
|
)
|
|
(2,179
|
)
|
|
(1,454
|
)
|
|
(1,676
|
)
|
||||
Exchange rate changes
|
—
|
|
|
—
|
|
|
(6,044
|
)
|
|
(1,614
|
)
|
||||
Fair value of plan assets at end of year
|
38,390
|
|
|
36,270
|
|
|
31,080
|
|
|
33,608
|
|
||||
Funded status
|
$
|
(9,122
|
)
|
|
$
|
(11,525
|
)
|
|
$
|
(9,740
|
)
|
|
$
|
(5,578
|
)
|
|
U.S. Pension and Other Post-Retirement Benefit Plans
|
|
Non-U.S. Pension Plans
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Current liabilities
|
$
|
64
|
|
|
$
|
74
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Noncurrent liabilities
|
9,058
|
|
|
11,451
|
|
|
9,740
|
|
|
5,578
|
|
||||
Net amount recognized
|
$
|
9,122
|
|
|
$
|
11,525
|
|
|
$
|
9,740
|
|
|
$
|
5,578
|
|
|
U.S. Pension and Other Post-Retirement Benefit Plans
|
|
Non-U.S. Pension Plans
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Service cost
|
$
|
126
|
|
|
$
|
135
|
|
|
$
|
84
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
1,878
|
|
|
1,864
|
|
|
1,915
|
|
|
1,370
|
|
|
1,470
|
|
|
1,758
|
|
||||||
Expected return on plan assets
|
(2,719
|
)
|
|
(2,673
|
)
|
|
(2,514
|
)
|
|
(1,520
|
)
|
|
(1,597
|
)
|
|
(1,891
|
)
|
||||||
Amortization of prior service cost
|
6
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recognized actuarial loss (gain)
|
308
|
|
|
336
|
|
|
1
|
|
|
210
|
|
|
275
|
|
|
249
|
|
||||||
Net periodic (benefit) cost
|
$
|
(401
|
)
|
|
$
|
(332
|
)
|
|
$
|
(508
|
)
|
|
$
|
60
|
|
|
$
|
148
|
|
|
$
|
116
|
|
|
U.S. Pension and Other Post-Retirement Benefit Plans
|
|
Non-U.S. Pension Plans
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Net actuarial loss (gain)
|
$
|
15,219
|
|
|
$
|
14,974
|
|
|
$
|
16,485
|
|
|
$
|
14,134
|
|
|
$
|
8,784
|
|
|
$
|
10,227
|
|
Prior service cost
|
63
|
|
|
69
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
$
|
15,282
|
|
|
$
|
15,043
|
|
|
$
|
16,560
|
|
|
$
|
14,134
|
|
|
$
|
8,784
|
|
|
$
|
10,227
|
|
|
U.S. Pension and Other Post-Retirement Plans
|
|
Non-U.S. Pension Plans
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Actuarial loss (gain)
|
$
|
551
|
|
|
$
|
(1,172
|
)
|
|
$
|
6,001
|
|
|
$
|
(994
|
)
|
Amortization of actuarial (gain) loss
|
(308
|
)
|
|
(336
|
)
|
|
(193
|
)
|
|
(275
|
)
|
||||
Prior Service credit
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
||||
Total recognized in other comprehensive income (loss)
|
$
|
237
|
|
|
$
|
(1,514
|
)
|
|
$
|
5,808
|
|
|
$
|
(1,269
|
)
|
|
U.S. Pension and Other Post-Retirement Benefit Plans
|
|
Non-U.S. Pension
Plans |
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Discount rate
|
3.87
|
%
|
|
4.05
|
%
|
|
2.70
|
%
|
|
3.90
|
%
|
|
U.S. Pension and Other Post-Retirement Plans
|
|
Non-U.S. Pension Plans
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Discount rate
|
4.05
|
%
|
|
3.73
|
%
|
|
4.57
|
%
|
|
3.90
|
%
|
|
3.50
|
%
|
|
4.40
|
%
|
Expected return on plan assets
|
7.50
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
5.00
|
%
|
|
4.60
|
%
|
|
5.80
|
%
|
|
Target Allocation
|
|
Actual Allocations as of December 31,
|
||||||||||||
|
2016
|
|
2015
|
|
U.S. Pension Plans
|
|
Non-U.S. Pension Plans
|
||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Cash and cash equivalents
|
—
|
|
—
|
|
—
|
|
—
|
|
0.1
|
|
1.2
|
|
—
|
|
0.4
|
Equity/balanced securities
|
55
|
|
55
|
|
55
|
|
60
|
|
52.1
|
|
51.0
|
|
55.2
|
|
61.1
|
Fixed income securities
|
25
|
|
45
|
|
25
|
|
40
|
|
23.3
|
|
24.0
|
|
44.8
|
|
38.5
|
Real estate
|
20
|
|
—
|
|
20
|
|
—
|
|
24.5
|
|
23.8
|
|
—
|
|
—
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
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
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2015
|
||||||||||||||
|
|
|
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
|
$
|
551
|
|
|
$
|
551
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equities:
|
|
|
|
|
|
|
|
||||||||
U.S. large value
|
4,222
|
|
|
4,222
|
|
|
—
|
|
|
—
|
|
||||
U.S. large growth
|
3,961
|
|
|
3,961
|
|
|
—
|
|
|
—
|
|
||||
International blend
|
7,874
|
|
|
—
|
|
|
7,874
|
|
|
—
|
|
||||
Emerging markets
|
2,429
|
|
|
2,429
|
|
|
—
|
|
|
—
|
|
||||
Balanced
|
20,528
|
|
|
—
|
|
|
20,528
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Government bonds
|
4,298
|
|
|
—
|
|
|
4,298
|
|
|
—
|
|
||||
Corporate bonds
|
17,368
|
|
|
—
|
|
|
17,368
|
|
|
—
|
|
||||
Real Estate:
|
|
|
|
|
|
|
|
||||||||
U.S. property
|
8,645
|
|
|
—
|
|
|
—
|
|
|
8,645
|
|
||||
Total pension fund assets
|
$
|
69,876
|
|
|
$
|
11,163
|
|
|
$
|
50,068
|
|
|
$
|
8,645
|
|
|
2016
|
|
2015
|
||||
Beginning balance
|
$
|
8,645
|
|
|
$
|
7,957
|
|
Actual return on plan assets:
|
|
|
|
||||
Relating to assets held at reporting date
|
764
|
|
|
1,018
|
|
||
Relating to assets sold during the period
|
—
|
|
|
2
|
|
||
Purchases, sales and settlements, net
|
—
|
|
|
(322
|
)
|
||
Foreign currency translation adjustment
|
—
|
|
|
(10
|
)
|
||
Ending balance
|
$
|
9,409
|
|
|
$
|
8,645
|
|
Year
|
Pension Plans
|
||
2017
|
$
|
3,698
|
|
2018
|
3,902
|
|
|
2019
|
4,095
|
|
|
2020
|
4,279
|
|
|
2021
|
4,326
|
|
|
2022 to 2026
|
22,372
|
|
15.
|
Accumulated Comprehensive Loss
|
|
Foreign
currency items |
|
Pension and
postretirement benefits plans |
|
Accumulated other
comprehensive loss |
||||||
Beginning balance, January 1, 2015
|
$
|
(16,507
|
)
|
|
$
|
(20,781
|
)
|
|
$
|
(37,288
|
)
|
Net current period change
|
(4,572
|
)
|
|
1,720
|
|
|
(2,852
|
)
|
|||
Reclassification adjustments for losses reclassified into income
|
—
|
|
|
486
|
|
|
486
|
|
|||
Ending balance, December 31, 2015
|
$
|
(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
|
)
|
2016
|
Before Tax
Amount |
|
Tax (Expense)
Benefit |
|
After Tax Amount
|
||||||
Retirement benefits adjustment:
|
|
|
|
|
|
||||||
Net actuarial loss 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
|
)
|
|
|
|
|
|
|
||||||
2015
|
Before Tax
Amount |
|
Tax (Expense)
Benefit |
|
After Tax Amount
|
||||||
Retirement benefits adjustment:
|
|
|
|
|
|
||||||
Net actuarial gain and prior service credit
|
$
|
2,169
|
|
|
$
|
(449
|
)
|
|
$
|
1,720
|
|
Reclassification of actuarial loss and prior service cost to net income
|
616
|
|
|
(130
|
)
|
|
486
|
|
|||
Net unrealized loss
|
2,785
|
|
|
(579
|
)
|
|
2,206
|
|
|||
Cumulative translation adjustment
|
(4,596
|
)
|
|
24
|
|
|
(4,572
|
)
|
|||
Total other comprehensive loss
|
$
|
(1,811
|
)
|
|
$
|
(555
|
)
|
|
$
|
(2,366
|
)
|
16.
|
Quarterly Financial Data (Unaudited)
|
|
Revenues
|
|
Gross Profit
|
|
Operating
Income |
|
Net Income
(Loss) |
|
Net Income
(Loss) Attributable to Common Stockholders |
|
Basic
Earnings (Loss) Per Share |
|
Diluted
Earnings (Loss) Per Share Attributable to Common Stockholders 1 |
||||||||||||||
2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
First
|
$
|
180,291
|
|
|
$
|
25,704
|
|
|
$
|
8,580
|
|
|
$
|
2,563
|
|
|
$
|
2,563
|
|
|
$
|
0.09
|
|
|
$
|
0.09
|
|
Second
|
178,251
|
|
|
24,331
|
|
|
8,427
|
|
|
2,720
|
|
|
2,720
|
|
|
0.09
|
|
|
0.09
|
|
|||||||
Third
|
153,604
|
|
|
18,919
|
|
|
4,466
|
|
|
1,147
|
|
|
1,147
|
|
|
0.04
|
|
|
0.04
|
|
|||||||
Fourth
|
149,966
|
|
|
18,276
|
|
|
3,910
|
|
|
355
|
|
|
355
|
|
|
0.01
|
|
|
0.01
|
|
|||||||
2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
First
|
$
|
220,303
|
|
|
$
|
29,074
|
|
|
$
|
11,198
|
|
|
$
|
3,593
|
|
|
$
|
3,592
|
|
|
$
|
0.12
|
|
|
$
|
0.12
|
|
Second
|
217,617
|
|
|
29,506
|
|
|
11,588
|
|
|
3,205
|
|
|
3,205
|
|
|
0.11
|
|
|
0.11
|
|
|||||||
Third
|
202,729
|
|
|
27,890
|
|
|
9,946
|
|
|
2,554
|
|
|
2,554
|
|
|
0.09
|
|
|
0.09
|
|
|||||||
Fourth
|
184,692
|
|
|
24,352
|
|
|
5,294
|
|
|
(2,291
|
)
|
|
(2,291
|
)
|
|
(0.08
|
)
|
|
(0.08
|
)
|
(1)
|
See Note 11 for discussion on the computation of diluted shares outstanding.
|
17.
|
Restructuring
|
|
|
Total Project Expense
|
|
|
|
|
|
Expected
|
|
|
||||||||||||||
|
|
|
2015
|
|
2016
|
|
Future Expense
|
|
Income Statement
|
|||||||||||||||
|
|
Low
|
High
|
|
Expense
|
|
Expense
|
|
Low
|
High
|
|
Classification
|
||||||||||||
Edgewood Wire Harness
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Separation costs
|
|
$
|
0.3
|
|
$
|
0.3
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
$
|
—
|
|
|
Cost of revenues
|
Facility and other costs
|
|
0.1
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
—
|
|
|
Cost of revenues
|
||||||
Total
|
|
$
|
0.4
|
|
$
|
0.4
|
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
$
|
—
|
|
|
|
Piedmont Seating
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Separation costs
|
|
$
|
0.8
|
|
$
|
0.9
|
|
|
$
|
0.1
|
|
|
$
|
0.5
|
|
|
$
|
0.2
|
|
$
|
0.3
|
|
|
Cost of revenues
|
Facility and other costs
|
|
0.5
|
|
0.7
|
|
|
—
|
|
|
0.4
|
|
|
0.1
|
|
0.3
|
|
|
Cost of revenues
|
||||||
Total
|
|
$
|
1.3
|
|
$
|
1.6
|
|
|
$
|
0.1
|
|
|
$
|
0.9
|
|
|
$
|
0.3
|
|
$
|
0.6
|
|
|
|
Monona Wire Harness
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Separation costs
|
|
$
|
0.7
|
|
$
|
1.3
|
|
|
$
|
0.2
|
|
|
$
|
0.3
|
|
|
$
|
0.2
|
|
$
|
0.8
|
|
|
Cost of revenues
|
Facility and other costs
|
|
0.5
|
|
0.9
|
|
|
—
|
|
|
0.1
|
|
|
0.4
|
|
0.8
|
|
|
Cost of revenues
|
||||||
Total
|
|
$
|
1.2
|
|
$
|
2.2
|
|
|
$
|
0.2
|
|
|
$
|
0.4
|
|
|
$
|
0.6
|
|
$
|
1.6
|
|
|
|
Shadyside Stamping
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Separation costs
|
|
$
|
2.2
|
|
$
|
2.7
|
|
|
$
|
0.2
|
|
|
$
|
1.5
|
|
|
$
|
0.5
|
|
$
|
1.0
|
|
|
Cost of revenues
|
Facility and other costs
|
|
1.1
|
|
2.0
|
|
|
—
|
|
|
0.2
|
|
|
0.9
|
|
1.8
|
|
|
Cost of revenues
|
||||||
Total
|
|
$
|
3.3
|
|
$
|
4.7
|
|
|
$
|
0.2
|
|
|
$
|
1.7
|
|
|
$
|
1.4
|
|
$
|
2.8
|
|
|
|
Other Restructuring
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Separation costs
|
|
$
|
0.6
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.5
|
|
$
|
0.7
|
|
|
Cost of revenues
|
Separation costs
|
|
0.3
|
|
0.3
|
|
|
0.2
|
|
|
0.1
|
|
|
—
|
|
—
|
|
|
Selling, general and administrative
|
||||||
Facility and other costs
|
|
0.5
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
0.7
|
|
|
Cost of revenues
|
||||||
Total
|
|
$
|
1.4
|
|
$
|
1.8
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
1
|
|
$
|
1.4
|
|
|
|
Total Restructuring
|
|
$
|
7.6
|
|
$
|
10.7
|
|
|
$
|
0.8
|
|
|
$
|
3.5
|
|
|
$
|
3.3
|
|
$
|
6.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 year
|
$
|
2,229
|
|
|
$
|
45
|
|
|
$
|
2,274
|
|
|
|
|
|
|
|
||||||
|
2015
|
||||||||||
|
Employee Costs
|
|
Facility Exit and Other Contractual Costs
|
|
Total
|
||||||
Balance - Beginning of the year
|
$
|
531
|
|
|
$
|
72
|
|
|
$
|
603
|
|
Provisions
|
790
|
|
|
1,542
|
|
|
2,332
|
|
|||
Utilizations
|
(779
|
)
|
|
(1,571
|
)
|
|
(2,350
|
)
|
|||
Balance - End of year
|
$
|
542
|
|
|
$
|
43
|
|
|
$
|
585
|
|
18.
|
Subsequent Events
|
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
|
|
74
|
|
|
Chairman and Director
|
Patrick E. Miller
|
|
49
|
|
|
President, Chief Executive Officer and Director
|
Scott C. Arves
|
|
59
|
|
|
Director
|
Harold Bevis
|
|
57
|
|
|
Director
|
Wayne Rancourt
|
|
54
|
|
|
Director
|
Roger Fix
|
|
62
|
|
|
Director
|
Robert C. Griffin
|
|
69
|
|
|
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
|
—
|
|
|
$
|
—
|
|
|
868,311
|
|
Item 13
|
Certain Relationships, Related Transactions and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits, Financial Statements Schedules
|
(1)
|
LIST OF FINANCIAL STATEMENT SCHEDULES
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance — Beginning of the year
|
$
|
4,539
|
|
|
$
|
2,808
|
|
|
$
|
2,302
|
|
Provisions
|
5,547
|
|
|
4,640
|
|
|
5,225
|
|
|||
Utilizations
|
(6,063
|
)
|
|
(2,828
|
)
|
|
(4,659
|
)
|
|||
Currency translation adjustment
|
(142
|
)
|
|
(81
|
)
|
|
(60
|
)
|
|||
Balance — End of the year
|
$
|
3,881
|
|
|
$
|
4,539
|
|
|
$
|
2,808
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance — Beginning of the year
|
$
|
14,404
|
|
|
$
|
11,770
|
|
|
$
|
17,189
|
|
Provisions
|
2,917
|
|
|
3,436
|
|
|
928
|
|
|||
Utilizations
|
(4,775
|
)
|
|
(802
|
)
|
|
(6,347
|
)
|
|||
Balance — End of the year
|
$
|
12,546
|
|
|
$
|
14,404
|
|
|
$
|
11,770
|
|
(2)
|
LIST OF EXHIBITS
|
Exhibit No.
|
|
Description
|
|
|
|
2.1**
|
|
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).
|
|
|
|
3.1
|
|
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).
|
|
|
|
3.2
|
|
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).
|
|
|
|
3.3
|
|
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).
|
|
|
|
3.4
|
|
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).
|
|
|
|
3.5
|
|
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.
|
|
|
|
4.1
|
|
Supplemental Indenture, dated as of April 21, 2011, by and among the Company, the subsidiary guarantors party thereto and U.S. Bank National Association (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on April 27, 2011).
|
|
|
|
4.2
|
|
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).
|
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4.3
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Form of senior note (attached as exhibit to Exhibit 4.1) (incorporated herein by reference to the Company’s current report on Form 8-K (File No. 000-50890), filed on July 8, 2005).
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4.4
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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).
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4.5
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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).
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4.6
|
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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).
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4.7
|
|
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).
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4.8
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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).
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4.9
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Indenture, dated as of April 26, 2011, by and among the Company, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee, with respect to 7.875% senior secured notes due 2019 (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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4.10
|
|
Form of 7.875% Senior Secured Note due 2019 (included as Exhibit 1 to Exhibit 4.1) (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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Exhibit No.
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Description
|
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4.11
|
|
Registration Rights Agreement, dated as of April 26, 2011, by and among the Company, the guarantors party thereto and Credit Suisse Securities (USA) LLC (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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4.12
|
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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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4.13
|
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Amended and Restated Loan and Security Agreement, dated as of April 26, 2011, by and among the Company and certain of its 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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4.14
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Amendment No. 1 to Second Amended and Restated Loan and Security Agreement made as of March 31, 2015 (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No. 001-34365), filed on May 8, 2015).
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10.1
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Intercreditor Agreement, dated as of April 26, 2011, by and among the Company, certain of its subsidiaries, Bank of America, N.A., as first lien administrative agent and first lien collateral agent for the First Priority Secured Parties, and U.S. Bank National Association, as trustee and second priority agent for the Second Priority Secured Parties (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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10.2*
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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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10.3*
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Bostrom Holding, Inc. Management Stock Option Plan (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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10.4*
|
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Form of Non-Competition Agreement (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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10.5
|
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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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10.6
|
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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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10.7
|
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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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10.8
|
|
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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10.9*
|
|
Form of Restricted Stock Agreement pursuant to the Commercial Vehicle Group, Inc. Third Amended and Restated Equity Incentive Plan (incorporated by reference to amendment no. 1 to the Company’s registration statement on Form S-4/A (File No. 333-129368), filed on December 1, 2005).
|
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10.10*
|
|
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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|
|
|
10.11*
|
|
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).
|
|
|
|
10.12*
|
|
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).
|
Exhibit No.
|
|
Description
|
|
|
|
10.13*
|
|
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).
|
|
|
|
10.14*
|
|
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).
|
|
|
|
10.15*
|
|
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).
|
|
|
|
10.16*
|
|
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).
|
|
|
|
10.17*
|
|
Terms and conditions of employment for executive officers (incorporated by reference to the Company’s annual report on Form 10-K (File No. 000-50890), filed on March 14, 2008).
|
|
|
|
10.18*
|
|
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).
|
|
|
|
10.19*
|
|
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 August 24, 2016).
|
|
|
|
10.20*
|
|
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).
|
|
|
|
10.21*
|
|
Employment Offer Letter agreement between the Company and Mr. Saoud effective as of June 12, 2015 (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on June 16, 2015).
|
|
|
|
10.22*
|
|
The Change in Control & Non-Competition Agreement effective as of June 12, 2015 with Joseph Saoud (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on June 12, 2015).
|
|
|
|
10.23*
|
|
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).
|
|
|
|
10.24*
|
|
Retention Bonus Agreement between the Company and Mr. Saoud 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).
|
|
|
|
10.25*
|
|
Separation Agreement between the Company and Mr. Saoud dated August 16, 2016.
|
|
|
|
10.26*
|
|
Commercial Vehicle Group, Inc. 2016 Bonus Plan.
|
Exhibit No.
|
|
Description
|
12.1
|
|
Computation of ratio of earnings to fixed charges.
|
|
|
|
21.1
|
|
Subsidiaries of Commercial Vehicle Group, Inc.
|
|
|
|
23.1
|
|
Consent of KPMG LLP.
|
|
|
|
31.1
|
|
302 Certification by Patrick E. Miller, President and Chief Executive Officer.
|
|
|
|
31.2
|
|
302 Certification by C. Timothy Trenary, Executive Vice President and Chief Financial Officer.
|
|
|
|
32.1
|
|
906 Certification by Patrick E. Miller pursuant to 18 U.S.C. Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
906 Certification by C. Timothy Trenary pursuant to 18 U.S.C. Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Schema Document
|
|
|
|
101.CAL
|
|
XBRL Calculation Linkbase Document
|
|
|
|
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.
|
|
|
COMMERCIAL VEHICLE GROUP, INC.
|
|
|
|
By:
|
/s/ Patrick E. Miller
|
|
Patrick E. Miller
|
|
President and Chief Executive Officer
|
|
|
|
Signature
|
|
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
|
|
|
|
|
|
/s/ Harold Bevis
|
|
Director
|
Harold Bevis
|
|
|
|
|
|
/s/ Wayne Rancourt
|
|
Director
|
Wayne Rancourt
|
|
|
|
|
|
/s/ Roger Fix
|
|
Director
|
Roger Fix
|
|
|
|
|
|
/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)
|
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