EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

DATE: July 26, 2005

     
FROM:
  FOR:
The Carideo Group, Inc.
1250 One Financial Plaza
120 South Sixth Street
Minneapolis, Minnesota 55415
  Commercial Vehicle Group, Inc.
6530 West Campus Oval
New Albany, Ohio 43054

 
   
Tony Carideo (612) 317-2880
  Chad Utrup (614) 289-5360

FOR IMMEDIATE RELEASE

COMMERCIAL VEHICLE GROUP REPORTS

SECOND-QUARTER 2005 RESULTS

NEW ALBANY, OHIO, July 26 – Commercial Vehicle Group, Inc. (Nasdaq: CVGI), today reported revenues of $196.1 million for the second quarter ended June 30, 2005, up 107% compared to $94.5 million in the prior-year period. Operating income for the second quarter was $25.8 million, a significant increase over $(0.2) million reported for the same period last year. Net income for the quarter was $14.2 million, or $0.78 per diluted share, compared to $(0.9) million, or $(0.06) per diluted share, in the prior-year quarter. Results for second quarter 2004 include the effects of a $10.1 million non-cash option issuance charge. As a result of the company’s August 2004 initial public offering, fully diluted shares outstanding for the quarter were 18.3 million compared to 13.9 million in the prior-year quarter.

Results for the second quarter included the effects of the company’s acquisition of Mayflower Vehicle Systems’ North American Commercial Vehicle Operations and the effects of the company’s acquisition of Monona Wire Corporation from June 3, 2005

forward. Results for the second quarter also included the mark-to-market of CVG’s foreign exchange contracts, which positively impacted the quarter on a pre-tax basis by $0.4 million compared to $0.4 million in the prior-year quarter.

“We are extremely pleased with our second quarter results, which included the acquisition of Monona Wire Corporation and certainly look forward to having this company as part of our on-going team,” said Mervin Dunn, president and chief executive officer of Commercial Vehicle Group. “Our primary markets remain strong and we will continue to capitalize on these favorable trends. Despite the impact of steel and petroleum-related raw material costs and additional costs related to certain long-term growth projects, we were able to exceed our earnings estimates while maintaining our focus on our growth strategy.”

Revenues for the quarter compared to the prior-year period increased by $101.6 million, due primarily to the acquisitions of Mayflower and MWC, a 43% increase in North American OEM truck production volumes over the prior-year quarter and higher OEM sales in the European and Asian seating markets. Steel and petroleum prices had a negative impact of approximately $1.5 million during the quarter; however the company increased earnings before interest, taxes, depreciation and amortization (EBITDA) from $12.0 million in the prior-year quarter, excluding the impact of the $10.1 million non-cash option issuance charge, to $29.0 million in the second quarter of 2005. CVG’s net debt position at the end of the quarter was approximately $202 million.

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The Company reported revenues of $348.5 million for the six months ended June 30, 2005, up 93% compared to $180.5 million in the prior-year period. Operating income for the six-month period was $42.5 million compared to $7.8 million last year. Net income for the six month period was $25.1 million, or $1.37 per diluted share, compared to $4.7 million, or $0.34 per diluted share, in the prior six month period. Results for the six months ended June 30, 2004 include the effects of a $10.1 million non-cash option issuance charge.

A conference call to review second quarter results and discuss business updates and operations is scheduled for Wednesday, July 27, 2005 at 10:00 a.m. EDT. Interested participants may listen to the live conference call by dialing (866) 597-7784 and asking for the Commercial Vehicle Group Earnings Conference Call. A recording of this call also will be available until 12:00 a.m. EDT on Wednesday, August 3 by dialing (706) 645-9291, PIN 7896178#.

About Commercial Vehicle Group, Inc.

Commercial Vehicle Group is a leading supplier of fully integrated system solutions for the global commercial vehicle market, including the heavy-duty truck market, the construction and agriculture market and the specialty and military transportation markets. The company’s products include suspension seat systems, interior trim systems, such as instrument and door panels, headliners, cabinetry and floor systems, cab structures and components, mirrors, wiper systems, electronic wiring harness

assemblies and controls and switches specifically designed for applications in commercial vehicle cabs. CVG is headquartered in New Albany, OH with operations throughout North America, Europe and Asia. Information about CVG and its products is available on the internet at www.cvgrp.com.

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Forward-Looking Statements

This press release contains forward-looking statements that are subject to risks and uncertainties. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or similar expressions. These statements are based on certain assumptions that the company has made in light of its experience in the industry as well as its perspective on historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. Actual results may differ materially from the anticipated results because of certain risks and uncertainties, including but not limited to: (i) CVG’s ability to develop or successfully introduce new products; (ii) risks associated with conducting business in foreign countries and currencies; (iii) general economic or business conditions affecting the markets in which CVG serves; (iv) increased competition in the heavy-duty truck market; (v) CVG’s failure to complete or successfully integrate additional strategic acquisitions; and (vi) various other risks as outlined in CVG’s SEC filings. There can be no assurance that statements made in this press release relating to future events will be achieved. CVG undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. All subsequent written and oral forward-looking statements attributable to CVG or persons acting on behalf of CVG are expressly qualified in their entirety by such cautionary statements.

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COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share amounts – unaudited)

                                 
    Three Months Ended   Six Months Ended
    June 30,           June 30,    
    2005   2004   2005   2004
REVENUES
  $ 196,091     $ 94,491     $ 348,506     $ 180,481  
COST OF SALES
    159,949       77,636       286,112       148,139  
 
                               
Gross Profit
    36,142       16,855       62,394       32,342  
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
    10,172       6,867       19,721       14,364  
NONCASH OPTION ISSUANCE CHARGE
          10,125             10,125  
AMORTIZATION EXPENSE
    140       27       164       63  
Operating Income (Loss)
    25,830       (164 )     42,509       7,790  
OTHER (INCOME)
    (392 )     (429 )     (3,272 )     (3,699 )
INTEREST EXPENSE
    3,315       2,071       5,482       4,339  
Income (Loss) Before Income Taxes
    22,907       (1,806 )     40,299       7,150  
(BENEFIT) PROVISION FOR INCOME TAXES
    8,722       (929 )     15,228       2,478  
NET INCOME (LOSS)
  $ 14,185     $ (877 )   $ 25,071     $ 4,672  
BASIC EARNINGS (LOSS) PER SHARE
  $ 0.79     $ (0.06 )   $ 1.39     $ 0.34  
DILUTED EARNINGS (LOSS) PER SHARE
  $ 0.78     $ (0.06 )   $ 1.37     $ 0.34  
Reconciliation to EBITDA:
                               
Net Income (Loss)
  $ 14,185     $ (877 )   $ 25,071     $ 4,672  
(Benefit) Provision for Income Taxes
    8,722       (929 )     15,228       2,478  
Other (Income)
    (392 )     (429 )     (3,272 )     (3,699 )
Interest Expense
    3,315       2,071       5,482       4,339  
Depreciation and Amortization
    3,138       2,033       5,900       4,093  
Noncash Option Issuance Charge
          10,125             10,125  
EBITDA(1)
  $ 28,968     $ 11,994     $ 48,409     $ 22,008  

  (1)   EBITDA is defined as income before taxes, interest expense, depreciation, amortization and certain other non-recurring items. EBITDA is presented because the company believes that it is widely accepted that EBITDA provides useful information to management and investors regarding its operating results. EBITDA should not be considered as an alternative to, or more meaningful than, amounts determined in accordance with generally accepted accounting principles. EBITDA is not calculated identically by all companies, and therefore, the presentation herein may not be comparable to similarly titled measured of other companies.

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COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands – unaudited)

                 
    June 30,   December 31, 2004
    2005        
a) ASSETS
               
CURRENT ASSETS:
               
Cash and cash equivalents
  $ 3,939     $ 1,396  
Accounts receivable — Net
    121,368       46,267  
Inventories
    58,813       36,936  
Prepaid expenses and other current assets
    5,003       6,081  
Deferred income taxes
    7,917       8,201  
Total current assets
    197,040       98,881  
PROPERTY, PLANT AND EQUIPMENT — Net
    69,429       32,965  
GOODWILL
    187,231       84,715  
DEFERRED INCOME TAXES
    7,029       5,901  
OTHER ASSETS — Net
    15,990       3,176  
 
  $ 476,719     $ 225,638  
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
               
CURRENT LIABILITIES:
               
Current maturities of long-term debt
  $ 16,918     $ 4,884  
Accounts payable
    73,307       33,846  
Accrued liabilities
    39,908       18,424  
Total current liabilities
    130,133       57,154  
LONG-TERM DEBT — Net
    189,331       49,041  
OTHER LONG-TERM LIABILITIES
    24,520       8,397  
Total liabilities
    213,851       114,592  
COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ INVESTMENT
               
Common stock, $0.01 par value per share; 30,000,000 shares authorized; 17,987,497 shares outstanding
    180       180  
Additional paid-in capital
    123,660       123,660  
Accumulated deficit
    9,617       (15,454 )
Stock subscriptions receivable
    (152 )     (175 )
Accumulated other comprehensive income
    (570 )     2,835  
Total stockholders’ investment
    132,735       111,046  
 
  $ 476,719     $ 225,638  

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