8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 7, 2019

Commercial Vehicle Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34365	41-1990662
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

7800 Walton Parkway, New Albany, Ohio	43054
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 614-289-5360

Not Applicable

Former name or former address, if changed since last report

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.1 per share	CVGI	The NASDAQ Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company	¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	¨

Item 7.01. Regulation FD Disclosure

On May 7, 2019, Commercial Vehicle Group, Inc. (the “Company”) issued a presentation that will be used during the Company's earnings conference call on Tuesday, May 7, 2019 at 8:00 a.m. ET. The presentation is attached hereto as Exhibit 99.1.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	The Company's presentation issued on May 7, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COMMERCIAL VEHICLE GROUP, INC.
May 7, 2019	By:	/s/ C. Timothy Trenary
	Name:	C. Timothy Trenary
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	The Company's presentation issued on May 7, 2019.

EX-99.1

Exhibit 99.1 Page | 1 COMMERCIAL VEHICLE GROUP, INC.

Patrick Miller President & CEO Tim Trenary Chief Financial Officer & Treasurer Kirk Feiler COMMERCIAL VEHICLE GROUP, INC. VP Corporate Development & Investor Q1 2019 Earnings Conference Call Relations May 7, 2019

Forward Looking Statements This presentation contains forward-looking statements that are subject to risks and uncertainties. These statements often include words such as “believe”, “anticipate”, “plan”, “expect”, “intend”, “will”, “should”, “could”, “would”, “project”, “continue”, “likely”, and similar expressions. In particular, this press release may contain forward-looking statements about Company expectations for future periods with respect to its plans to improve financial results and enhance the Company, the future of the Company’s end markets, including Class 8 and Class 5-7 North America truck build rates and performance of the global construction equipment business, expected cost savings, the Company’s initiatives to address customer needs, organic growth, the Company’s plans to focus on certain segments and markets and the Company’s financial position or other financial information. These statements are based on certain assumptions that the Company has made in light of its experience as well as its perspective on historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. Actual results may differ materially from the anticipated results because of certain risks and uncertainties, including but not limited to: (i) general economic or business conditions affecting the markets in which the Company serves; (ii) the Company's ability to develop or successfully introduce new products; (iii) risks associated with conducting business in foreign countries and currencies; (iv) increased competition in the medium- and heavy-duty truck markets, construction, agriculture, aftermarket, military, bus and other markets; (v) the Company’s failure to complete or successfully integrate strategic acquisitions; (vi) the Company’s ability to recognize synergies from the reorganization of the segments; (vii) the Company’s failure to successfully manage any divestitures; (viii) the impact of changes in governmental regulations on the Company's customers or on its business; (ix) the loss of business from a major customer, a collection of smaller customers or the discontinuation of particular commercial vehicle platforms; (x) the Company’s ability to obtain future financing due to changes in the lending markets or its financial position; (xi) the Company’s ability to comply with the financial covenants in its debt facilities; (xii) fluctuation in interest rates relating to the Company’s debt facilities; (xiii) the Company’s ability to realize the benefits of its cost reduction and strategic initiatives; (xiv) a material weakness in our internal control over financial reporting which could, if not remediated, result in material misstatements in our financial statements; (xv) volatility and cyclicality in the commercial vehicle market adversely affecting us; (xvi) the geographic profile of our taxable income and changes in valuation of our deferred tax assets and liabilities impacting our effective tax rate; (xvii) changes to domestic manufacturing initiatives; and (xviii) implementation of tax or other changes, by the United States or other international jurisdictions, related to products manufactured in one or more jurisdictions where the Company does business; and (xix) various other risks as outlined under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for fiscal year ending December 31, 2018. There can be no assurance that statements made in this presentation relating to future events will be achieved. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on behalf of the Company are expressly qualified in their entirety by such cautionary statements. Page | 3 COMMERCIAL VEHICLE GROUP, INC.

Q1 2019 Highlights • Revenue of $243M, up 13% vs. Q1 2018 – record quarterly revenue • Operating income increased 24% despite wage and other inflationary pressures • Electrical Systems segment revenue up 17% and operating income up 18% driven by continued strong end market demand • Global Seating segment revenue up 9%, operating income up 14% • Positive feedback from industry conferences • Gaining traction in attractive Asia market with new business wins Page | 4 COMMERCIAL VEHICLE GROUP, INC.

End Market Outlook - North America Heavy-Duty Truck (Class 8) Build (000’s) Medium-Duty Truck (Class 5-7) Build (000’s) 337 322 272 268 271 249 256 246 2017 2018 2019E 2020E 2017 2018 2019E 2020E Source: April 2019 ACT Research Report • Class 8 builds expected to be robust in 2019 • Class 5-7 builds expected to remain steady for the foreseeable future • Class 8 backlog remains high at ~8 months out Continued strength projected for 2019 NA Truck Market Page | 5 COMMERCIAL VEHICLE GROUP, INC.

Long-term Strategy Enhance Market Position Organic and Inorganic Growth • Optimizing our competitive position • Investment in the business to accelerate growth • Reorganized to leverage secular trends • Strategic acquisitions that expand the portfolio, add capabilities and • Reinvesting in next generation diversify our end markets products • Growing our presence in Asia • Targeting less cyclical adjacent markets Accelerate Growth and Increase Shareholder Value Page | 6 COMMERCIAL VEHICLE GROUP, INC.

Investments to Support Growth • Meeting the needs of current and future customer Expanding wire harness demand facility in Ukraine • Operational in 2H 2019 New wire harness facility in • Latest technology and digitalization Morelos, Mexico • Ramping in 2H 2019 Enhancing injection • Purpose-built facility molding capability in • Large tonnage presses Saltillo, Mexico • Operational in 2H 2019 Opened new global seating • Supports growth for existing customers facility in Thailand • Increases capacity for new regional business Page | 7 COMMERCIAL VEHICLE GROUP, INC.

Lean Six Sigma Update • 30% of employees globally have been certified, including 70%+ supervisor and above • President’s Award 2019 • Best Performing Value Stream • Most Improved Value Stream • Administrative, Non-Manufacturing Process Page | 8 COMMERCIAL VEHICLE GROUP, INC.

Finance Update COMMERCIAL VEHICLE GROUP, INC.

Q1 2019 Financial Update $M except per share data Q1 2019 Q1 2018 Qtr Change Revenue $ 243.2 $ 215.7 12.7% Gross Profit 34.6 30.8 12.1% Gross Margin 14.2% 14.3% SGA 15.2 15.2 - Operating Income 19.0 15.3 24.6% Operating Margin 7.8% 7.1% Diluted Earnings per Share 0.36 0.32 12.5% • Revenue up 12.7% due to continued strength in end markets • Foreign currency translation negatively impacted Q1 2019 revenues by $4.5 million • SG&A flat, not withstanding sales increase; investments in commercial and technical teams across the company continue • Operating margin up 70 basis points; conversion of strong revenue partially offset by wage inflation in Mexico and other inflationary pressures Page | 10 COMMERCIAL VEHICLE GROUP, INC.

Electrical Systems Segment Results Qtr Electrical Systems 1Q 2019 Sales ($M) Q1 2019 Q1 2018 Change Revenue $ 143.6 $ 122.9 16.8% Gross Profit 20.8 18.0 16.1% 21% Truck OEMs Construction OEMs Gross Margin 14.5% 14.6% 10% 52% Aftermarket / OE Service SG&A 4.1 3.8 9.9% 17% Other Operating Income 16.5 14.0 17.9% Operating Margin 11.5% 11.4% • Electrical Systems revenue increased 16.8% driven by strength in end markets • Foreign currency translation adversely impacted Q1 2019 revenue by $1.6 million • Operating income benefitted from increased sales; partially offset by wage inflation in Mexico Page | 11 COMMERCIAL VEHICLE GROUP, INC.

Global Seating Segment Sales Qtr Global Seating 1Q 2019 Sales ($M) Q1 2019 Q1 2018 Change Revenue $ 104.1 $ 95.1 9.4% 11% Truck OEMs Gross Profit 13.8 13.1 5.0% 19% Construction OEMs Gross Margin 13.2% 13.8% 47% Aftermarket / OE Service SG&A 5.3 5.7 (5.5%) 23% Other Operating Income 8.3 7.3 13.4% Operating Margin 8.0% 7.7% • Global Seating revenue increased 9.4% driven by strength in end markets • Foreign currency translation adversely impacted Q1 2019 revenue by $2.9 million • Operating income benefitted from increased sales; partially offset by material inflationary pressures and difficult labor markets Page | 12 COMMERCIAL VEHICLE GROUP, INC.

Capital Structure ($M) 3/31/2019 3/31/2018 Cash $54.3 $37.9 ABL Availability 63.4 55.8 Total Liquidity 117.7 93.7 Debt 163.2 179.2 TTM EBITDA 86.6 59.2 Gross Leverage 1.9x 3.0x Net Leverage 1.3x 2.4x • No borrowings on asset-based line of credit at March 2019 • Repaid $5 million of debt in Q1 19 • Net Leverage of 1.3x well below target range of 2-3x See appendix for reconciliation of GAAP to Non-GAAP financial measures Page | 13 COMMERCIAL VEHICLE GROUP, INC.

Appendix COMMERCIAL VEHICLE GROUP, INC.

Use of Non-GAAP Measures This presentation contains financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). In general, the non-GAAP measures exclude items that (i) management believes reflect the Company’s multi-year corporate activities; or (ii) relate to activities or actions that may have occurred over multiple or in prior periods without predictable trends. Management uses these non-GAAP financial measures internally to evaluate the Company’s performance, engage in financial and operational planning and to determine incentive compensation. Management provides these non-GAAP financial measures to investors as supplemental metrics to assist readers in assessing the effects of items and events on the Company’s financial and operating results and in comparing the Company’s performance to that of its competitors and to comparable reporting periods. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP. The financial results calculated in accordance with GAAP and reconciliations to those financial statements set forth above should be carefully evaluated. Page | 15 COMMERCIAL VEHICLE GROUP, INC.

Reconciliation of GAAP to Non-GAAP Financial Measures Trailing Twelve Months $M Ended March 31, 2019 2018 Net Income $ 45.8 $ 7.5 Interest 16.7 16.8 Provision for Income Taxes 8.8 19.7 Depreciation 14.0 13.9 Amortization 1.3 1.3 EBITDA $ 86.6 $ 59.2 As of March 31, 2019 2018 Debt per Balance Sheet $ 158.8 $ 166.2 Plus: Original Issue Discount 2.3 2.9 Plus: Prepaid Financing 2.1 2.7 Revolving Credit Facility - 7.5 Gross Debt $ 163.2 $ 179.2 Less: Cash 54.3 37.9 Net Debt $ 108.8 $ 141.3 Divide by Trailing 12 Months EBITDA 86.6 59.2 Net Leverage 1.3x 2.4x Page | 16 COMMERCIAL VEHICLE GROUP, INC.