0001290900FALSE00012909002023-11-012023-11-01


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 1, 2023
Commercial Vehicle Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3436541-1990662
(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

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))

 Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareCVGIThe NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




Item 2.02. Results of Operations and Financial Condition.

On November 1, 2023, Commercial Vehicle Group, Inc. (the “Company”) issued the press release attached hereto as Exhibit 99.1 announcing earnings for the third quarter ended September 30, 2023.

The information, including exhibit 99.1 hereto, the registrant furnished in this report is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.

Item 7.01. Regulation FD Disclosure.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit
 
Exhibit No.  Description
  
  
Third quarter ended September 30, 2023 earnings press release dated November 1, 2023.









 




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
COMMERCIAL VEHICLE GROUP, INC.
November 1, 2023By:
/s/ Andy Cheung
Name:
Chung Kin Cheung ("Andy Cheung")
Title:Chief Financial Officer
(Principal Financial Officer)


newsrelease-newversionx116a.jpg
Exhibit 99.1

CVG REPORTS THIRD QUARTER 2023 RESULTS

EPS of $0.22, up 100% year-over-year
Adjusted EBITDA of $16.6 million, up 16.1% year-over-year
Our strategy continues to favorably impact our results as Electrical Systems revenues were up 16.8% year-over-year

NEW ALBANY, OHIO (November 1, 2023) - CVG (NASDAQ: CVGI), a diversified industrial products and services company, today announced financial results for its third quarter ended September 30, 2023.

Third Quarter 2023 Highlights (Compared with prior year, where comparisons are noted)
Revenues of $246.7 million, down 1.9% due primarily to higher revenue in the prior year as a result of a COVID backlog in Asia-Pacific which offset an increase in revenue in Electrical Systems in 2023.
Operating income of $12.4 million, up 30.5%; adjusted operating income of $12.5 million, up 17.9%. Improved operating income was driven primarily by improved pricing and cost management, partially offset by volume decreases.
Net income and adjusted net income were both $7.3 million, or $0.22 per diluted share, compared to net income of $3.6 million, or $0.11 per diluted share and adjusted net income of $5.1 million, or $0.15 per diluted share.
Adjusted EBITDA of $16.6 million, up 16.1% with an adjusted EBITDA margin of 6.7%, up from 5.7%.
New business wins year-to-date are expected to be approximately $140 million when fully ramped. The majority of the new business awards continue to be in the Electrical Systems segment.
Strong free cash flow and debt pay down reduced our leverage ratio down to 1.5x from 2.7x.


Robert Griffin, Chairman of the Board and Interim President and Chief Executive Officer, said, "CVG continues to execute on its strategic long-term plan, which again delivered year-over-year bottom line improvements in the quarter. Electrical Systems remains a key growth area for the Company, as evidenced by the strong revenue growth compared to last year and the successful start-up at our new Electrical Systems facilities in Aldama, Mexico, and Tangier, Morocco, which has gone very well. As always, I would like to thank our global CVG teams for their hard work, dedication, and commitment as we continue to execute our strategic goals”

Andy Cheung, Chief Financial Officer, added, “CVG continued executing on our strategy, delivering strong year-over-year improvements in profitability during the quarter. Despite the strong performance, revenues declined slightly year-over-year against a tough comparable base year in 2022, when our Asia-Pacific business benefited from a post-COVID increase in backlogged sales orders. We also had improved earnings and generated strong free cash flow of $12.5 million during
1


the quarter, further strengthening our financial foundation, and reduced our leverage to 1.5x from 2.7x in the third quarter last year.”

“Going forward, we remain committed to driving strong free cash flow, paying down debt, and investing to support our growing, diverse portfolio of businesses.”

Third Quarter Financial Results
(amounts in millions except per share data and percentages)
Third Quarter
20232022$ Change% Change
Revenues$246.7 $251.4 $(4.7)(1.9)%
Gross profit$33.9 $26.8 $7.1 26.5%
Gross margin13.7 %10.7 %
Adjusted gross profit 1
$34.0 $27.4 $6.6 24.1%
Adjusted gross margin 1
13.8 %10.9 %
Operating income$12.4 $9.5 $2.9 30.5%
Operating margin5.0 %3.8 %
Adjusted operating income 1
$12.5 $10.6 $1.9 17.9%
Adjusted operating margin 1
5.1 %4.2 %
Net income $7.3 $3.6 $3.7 102.8%
Adjusted net income 1
$7.3 $5.1 $2.2 43.1%
Earnings per share, diluted$0.22 $0.11 $0.11 100.0%
Adjusted earnings per share, diluted 1
$0.22 $0.15 $0.07 46.7%
Adjusted EBITDA 1
$16.6 $14.3 $2.3 16.1%
Adjusted EBITDA margin 1
6.7 %5.7 %
1 See Appendix A for GAAP to Non-GAAP reconciliation

Consolidated Results

Third Quarter 2023 Results
Third quarter 2023 revenues were $246.7 million, compared to $251.4 million in the prior year period, a decrease of 1.9%. The overall decrease in revenues was due to higher revenue in the prior year as a result of a COVID backlog in Asia-Pacific. Foreign currency translation also favorably impacted third quarter 2023 revenues by $2.0 million, or 0.8%.
Operating income in the third quarter 2023 was $12.4 million compared to $9.5 million in the prior year period. The increase in operating income was attributable to improved pricing and cost management, partially offset by volume decreases. Third quarter 2023 adjusted operating income was $12.5 million, excluding special charges.
Interest associated with debt and other expenses was $2.6 million and $2.8 million for the third quarter 2023 and 2022, respectively.
Net income was $7.3 million, or $0.22 per diluted share, for the third quarter 2023 compared to net income of $3.6 million, or $0.11 per diluted share, in the prior year period.

On September 30, 2023, the Company had $5.0 million of outstanding borrowings on its U.S. revolving credit facility and $4.1 million outstanding on its China credit facility, $46.3 million of cash and $152.0 million of availability from the credit facilities, resulting in total liquidity of $198.3 million.


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Third Quarter 2023 Segment Results

Vehicle Solutions Segment
Revenues were $145.4 million compared to $154.0 million for the prior year period, a decrease of 5.6%, due to higher revenue in the prior year as a result of a COVID backlog in Asia-Pacific.
Operating income was $10.9 million, compared to $9.6 million in the prior year period, an increase of 14.0%, primarily attributable to price increases, material and freight cost reduction improvements, partially offset by volume decreases.
Electrical Systems Segment
Revenues were $53.9 million compared to $46.1 million in the prior year period, an increase of 16.8%, primarily resulting from increased sales volume, pricing and favorable foreign exchange.
Operating income was $5.9 million compared to $5.2 million in the prior year period, an increase of 13.7%. The increase in operating income was primarily attributable to increased sales volume and pricing, partially offset by startup costs related to new facilities.

Aftermarket & Accessories Segment
Revenues were $34.4 million compared to $37.1 million in the prior year period, a decrease of 7.4%, primarily resulting from decreased sales volume.
Operating income was $4.5 million compared to $5.0 million in the prior year period, a decrease of 9.1%. The decrease in operating income was primarily attributable to cost inflation, partially offset by increased pricing.
Industrial Automation Segment
Revenues were $13.0 million compared to $14.1 million in the prior year period, a decrease of 7.8%, primarily due to lower sales volume due to decreased customer demand.
Operating income was $0.7 million compared to an operating loss of $1.0 million in the prior year period. The increase in operating income was primarily attributable to profit reported from the liquidation of certain excess inventories. Adjusted operating income was $0.8 million.

2023 Demand Outlook

According to ACT Research, the 2023 North American Class 8 truck production levels are expected to be at 336,000 units, compared to approximately 315,000 units in 2022. Class 8 estimates from FTR for 2023 are 327,000 units, slightly lower than ACT Research for Class 8 truck builds. Class 5-7 production levels are expected to be at 266,000 units in 2023. The 2024 forecast Class 8 truck builds according to ACT Research is approximately 274,000 units.

According to Transparency Market Research Inc, the global commercial and automotive vehicle wire harness market is growing at approximately 5% per year.

According to Interact Analysis, the Global Off-Highway vehicle market is expected to increase approximately 5% in 2023. Beyond 2023, the Off-Highway vehicle market is expected to grow in the 4-5% range.

According to MacKay and Company, North American aftermarket truck parts are expected to see at least 4% growth in 2023. Compounded annual growth of at least 4% is forecasted for 2023-2027.
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GAAP to Non-GAAP Reconciliation

A reconciliation of GAAP to non-GAAP financial measures referenced in this release is included as Appendix A to this release.

Conference Call

A conference call to discuss this press release is scheduled for Thursday, November 2, 2023, at 10:00 a.m. ET. Management intends to reference the Q3 2023 Earnings Call Presentation during the conference call. To participate, dial (888) 259-6580 using conference code 93330617. International participants dial (416) 764-8624 using conference code 93330617.
This call is being webcast and can be accessed through the “Investors” section of CVG’s website at ir.cvgrp.com, where it will be archived for one year.

A telephonic replay of the conference call will be available for a period of two weeks following the call. To access the replay, dial (877) 674-7070 using access code 051647 and international callers can dial (416) 764-8692 using access code 051647.

Company Contact
Andy Cheung
Chief Financial Officer
CVG
IR@cvgrp.com

Investor Relations Contact
Ross Collins or Stephen Poe
Alpha IR Group
CVGI@alpha-ir.com

About CVG

At CVG, we deliver real solutions to complex design, engineering and manufacturing problems while creating positive change for our customers, industries and communities we serve. Information about the Company and its products is available on the internet at www.cvgrp.com.

Forward-Looking Statements

This press release contains forward-looking statements that are subject to risks and uncertainties. These statements often include words such as “believe”, “anticipate”, “plan”, “expect”, “intend”, “will”, “should”, “could”, “would”, “project”, “continue”, “likely”, and similar expressions. In particular, this press release may contain forward-looking statements about the Company’s expectations for future periods with respect to its plans to improve financial results, the future of the Company’s end markets, changes in the Class 8 and Class 5-7 North America truck build rates, performance of the global construction equipment business, the Company’s prospects in the wire harness, warehouse automation and electric vehicle markets, the Company’s initiatives to address customer needs, organic growth, the Company’s strategic plans and plans to focus on certain segments, competition faced by the Company, volatility in and disruption to the global economic environment and the Company’s financial position or other financial information. These statements are based on certain assumptions that the Company has made in light of its experience as well as its perspective on historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. Actual results may differ materially from the anticipated results because of certain risks and uncertainties, including those included in the Company’s filings with the SEC. There can be no assurance that statements made in this press release relating to future events
4


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.
###
5


COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months and Nine Months Ended September 30, 2023 and 2022
(Unaudited)
(Amounts in thousands, except per share amounts)
 Three Months EndedNine Months Ended
 September 30, 2023September 30, 2022September 30, 2023September 30, 2022
Revenues$246,687 $251,412 $771,590 $746,635 
Cost of revenues212,763 224,570 664,056 672,531 
Gross profit33,924 26,842 107,534 74,104 
Selling, general and administrative expenses21,476 17,304 64,498 49,955 
Operating income12,448 9,538 43,036 24,149 
Other expense383 1,924 488 2,798 
Interest expense2,614 2,813 8,308 6,892 
Loss on extinguishment of debt— — — 921 
 Income before provision for income taxes9,451 4,801 34,240 13,538 
Provision for income taxes2,161 1,250 8,110 3,520 
        Net income$7,290 $3,551 $26,130 $10,018 
Earnings per Common Share:
Basic$0.22 $0.11 $0.79 $0.30 
Diluted$0.22 $0.11 $0.78 $0.30 
Weighted average shares outstanding:
Basic33,100 32,460 33,010 32,950 
Diluted33,350 32,922 33,408 33,645 



6


COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Amounts in thousands, except per share amounts)
ASSETSSeptember 30, 2023December 31, 2022
Current assets:
Cash$46,293 $31,825 
Accounts receivable, net 159,863 152,626 
Inventories128,192 142,542 
Other current assets29,892 12,582 
Total current assets364,240 339,575 
Property, plant and equipment, net71,554 67,805 
Intangible assets, net12,041 14,620 
Deferred income taxes11,181 12,275 
Other assets, net37,026 35,993 
Total assets$496,042 $470,268 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$105,110 $122,091 
Accrued liabilities and other52,999 42,809 
Current portion of long-term debt and short-term debt18,331 10,938 
Total current liabilities176,440 175,838 
Long-term debt135,573 141,499 
Pension and other post-retirement benefits9,325 8,428 
Other long-term liabilities28,150 24,463 
Total liabilities$349,488 $350,228 
Stockholders’ equity:
Preferred stock$— $— 
Common stock330 328 
Treasury stock(15,322)(14,514)
Additional paid-in capital263,641 261,371 
Retained deficit(69,465)(95,595)
Accumulated other comprehensive loss(32,630)(31,550)
Total stockholders’ equity146,554 120,040 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$496,042 $470,268 

7


COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
BUSINESS SEGMENT FINANCIAL INFORMATION
(Unaudited)
(Amounts in thousands)
Three Months Ended September 30,
Vehicle SolutionsElectrical SystemsAftermarket and AccessoriesIndustrial AutomationCorporate/OtherTotal
202320222023202220232022202320222023202220232022
Revenues$145,393 $154,024 $53,862 $46,129 $34,412 $37,143 $13,020 $14,116 $— $— $246,687 $251,412 
Gross profit17,661 13,839 7,881 6,210 6,605 6,389 1,777 404 — — 33,924 26,842 
Selling, general & administrative expenses 6,761 4,279 2,018 1,055 2,104 1,436 1,087 1,371 9,506 9,163 21,476 17,304 
Operating income (loss)$10,900 $9,560 $5,863 $5,155 $4,501 $4,953 $690 $(967)$(9,506)$(9,163)$12,448 $9,538 

Nine Months Ended September 30,
Vehicle SolutionsElectrical SystemsAftermarket and AccessoriesIndustrial AutomationCorporate/OtherTotal
202320222023202220232022202320222023202220232022
Revenues$458,707 $436,966 $172,236 $133,350 $108,870 $99,530 $31,777 $76,789 $— $— $771,590 $746,635 
Gross profit58,035 35,657 26,524 16,857 21,620 13,341 1,355 8,249 — — 107,534 74,104 
Selling, general & administrative expenses 19,609 18,269 6,932 3,998 6,017 4,636 3,588 4,242 28,352 18,810 64,498 49,955 
Operating income (loss)$38,426 $17,388 $19,592 $12,859 $15,603 $8,705 $(2,233)$4,007 $(28,352)$(18,810)$43,036 $24,149 



8


COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
Appendix A: Reconciliation of GAAP to Non-GAAP Financial Measures
(Unaudited)
(Amounts in thousands, except per share amounts and percentages)

Three Months EndedNine Months Ended
September 30, 2023September 30, 2022September 30, 2023September 30, 2022
Gross profit$33,924 $26,842 $107,534 $74,104 
Restructuring70 607 1,443 2,958 
Adjusted gross profit$33,994 $27,449 $108,977 $77,062 
% of revenues13.8 %10.9 %14.1 %10.3 %
Three Months EndedNine Months Ended
September 30, 2023September 30, 2022September 30, 2023September 30, 2022
Operating income (loss)$12,448 $9,538 $43,036 $24,149 
Restructuring70 647 1,501 3,387 
Deferred consideration purchase accounting— 103 — 341 
Executive transition— 329 — 329 
Total operating income adjustments70 1,079 1,501 4,057 
Adjusted operating income$12,518 $10,617 $44,537 $28,206 
% of revenues5.1 %4.2 %5.8 %3.8 %
Three Months EndedNine Months Ended
September 30, 2023September 30, 2022September 30, 2023September 30, 2022
Net income $7,290 $3,551 $26,130 $10,018 
Operating income adjustments70 1,079 1,501 4,057 
Pension settlement— 1,116 — 1,116 
Loss on extinguishment of debt— — — 921 
Hryvnia fair value adjustments on forward exchange contracts— (153)— 98 
Adjusted provision for income taxes1
(18)(511)(375)(1,548)
Adjusted net income$7,342 $5,082 $27,256 $14,662 
Diluted EPS$0.22 $0.11 $0.78 $0.30 
Adjustments to diluted EPS$— $0.04 $0.04 $0.14 
Adjusted diluted EPS$0.22 $0.15 $0.82 $0.44 
1.Reported Tax Provision adjusted for tax effect of special charges at 25%
9


Three Months EndedNine Months Ended
September 30, 2023September 30, 2022September 30, 2023September 30, 2022
Net income$7,290 $3,551 $26,130 $10,018 
Interest expense2,614 2,813 8,308 6,892 
Provision for income taxes2,161 1,250 8,110 3,520 
Depreciation expense3,639 3,749 10,615 11,043 
Amortization expense847 851 2,544 2,563 
EBITDA$16,551 $12,214 $55,707 $34,036 
% of revenues6.7 %4.9 %7.2 %4.6 %
EBITDA adjustments
Restructuring$70 $647 $1,501 $3,387 
Deferred consideration purchase accounting— 103 — 341 
Loss on extinguishment of debt— — — 921 
Hryvnia fair value adjustments on forward exchange contracts— (153)— 98 
Executive transition— 329 — 329 
Pension settlement— 1,116 — 1,116 
Adjusted EBITDA$16,621 $14,256 $57,208 $40,228 
% of revenues6.7 %5.7 %7.4 %5.4 %

Three Months Ended September 30, 2023
Vehicle SolutionsElectrical SystemsAftermarket and AccessoriesIndustrial AutomationCorporate/OtherTotal
Operating income (loss)$10,900 $5,863 $4,501 $690 $(9,506)$12,448 
Restructuring— — — 70 — 70 
Adjusted operating income (loss)$10,900 $5,863 $4,501 $760 $(9,506)$12,518 
% of revenues7.5 %10.9 %13.1 %5.8 %5.1 %

Nine Months Ended September 30, 2023
Vehicle SolutionsElectrical SystemsAftermarket and AccessoriesIndustrial AutomationCorporate/OtherTotal
Operating income (loss)$38,426 $19,592 $15,603 $(2,233)$(28,352)$43,036 
Restructuring423 — 1,070 — 1,501 
Adjusted operating income (loss)$38,849 $19,600 $15,603 $(1,163)$(28,352)$44,537 
% of revenues8.5 %11.4 %14.3 %(3.7)%5.8 %

10


Three Months Ended September 30, 2022
Vehicle SolutionsElectrical SystemsAftermarket and AccessoriesIndustrial AutomationCorporate/OtherTotal
Operating income (loss)$9,560 $5,155 $4,953 $(967)$(9,163)$9,538 
Restructuring66 445 136 $647 
Deferred consideration purchase accounting— — — 103 — 103 
Executive transition— — — — 329 329 
Adjusted operating income (loss)$9,626 $5,155 $5,398 $(728)$(8,834)$10,617 
% of revenues6.2 %11.2 %14.5 %(5.2)%4.2 %

Nine Months Ended September 30, 2022
Vehicle SolutionsElectrical SystemsAftermarket and AccessoriesIndustrial AutomationCorporate/OtherTotal
Operating income (loss)$17,388 $12,859 $8,705 $4,007 $(18,810)$24,149 
Restructuring270 571 1,440 800 306 3,387 
Deferred consideration purchase accounting— — — 341 — 341 
Executive transition— — — — 329 329 
Adjusted operating income (loss)$17,658 $13,430 $10,145 $5,148 $(18,175)$28,206 
% of revenues4.0 %10.1 %10.2 %6.7 %3.8 %

Three Months EndedNine Months Ended
September 30, 2023September 30, 2022September 30, 2023September 30, 2022
Cash flows from operating activities$18,468 $38,301 $29,990 $33,794 
Purchases of property, plant and equipment(6,017)(3,925)(15,196)(12,541)
Free cash flow$12,451 $34,376 $14,794 $21,253 

Use of Non-GAAP Measures

This earnings release contains financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). In general, the non-GAAP measures exclude items that (i) management believes reflect the Company’s multi-year corporate activities; or (ii) relate to activities or actions that may have occurred over multiple or in prior periods without predictable trends. Management uses these non-GAAP financial measures internally to evaluate the Company’s performance, engage in financial and operational planning and to determine incentive compensation.

Management provides these non-GAAP financial measures to investors as supplemental metrics to assist readers in assessing the effects of items and events on the Company’s financial and operating results and in comparing the Company’s performance to that of its competitors and to comparable reporting periods. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.

The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP. The financial results calculated in accordance with GAAP and reconciliations to those financial statements set forth above should be carefully evaluated.
11
v3.23.3
Cover
Nov. 01, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 01, 2023
Entity Registrant Name Commercial Vehicle Group, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-34365
Entity Tax Identification Number 41-1990662
Entity Address, Address Line One 7800 Walton Parkway
Entity Address, City or Town New Albany
Entity Address, State or Province OH
Entity Address, Postal Zip Code 43054
City Area Code 614
Local Phone Number 289-5360
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol CVGI
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001290900
Amendment Flag false

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