##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 001-34365
 COMMERCIAL VEHICLE GROUP, INC.
  Delaware
    
    41-1990662(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)7800 Walton ParkwayNew Albany, Ohio
    
    43054(Address of principal executive offices)
    
    (Zip Code)
 (614) 289-5360
 Not Applicable
  þ o
  o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
  o þ




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##### 



COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
 PART I FINANCIAL INFORMATIONITEM 1 FINANCIAL STATEMENTS
    
    
    1CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (UNAUDITED)
    
    
    1CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2010
AND DECEMBER 31, 2009 (UNAUDITED)
    
    
    2CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE
MONTHS ENDED MARCH 31, 2010 AND 2009 (UNAUDITED)
    
    
    3NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
    
    
    4ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
    
    
    20ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    26ITEM 4 CONTROLS AND PROCEDURES
    
    
    26PART II OTHER INFORMATION
    
    
    27SIGNATURES
    
    
    29Certification of CEOCertification of CFOCEO Certification Pursuant to Section 906CFO Certification Pursuant to Section 906EX-31.1EX-31.2EX-32.1EX-32.2
  i




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##### Table of Contents



ITEM 1  FINANCIAL STATEMENTS
 COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009(Unaudited)
    
    
    (Unaudited)(In thousands, except per share amounts)REVENUES
    
    $
    146,407
    
    
    $
    108,530COST OF REVENUES
    
    
    129,515
    
    
    
    111,779Gross Profit (Loss)
    
    
    16,892
    
    
    
    (3,249
    )SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
    
    
    13,211
    
    
    
    13,343AMORTIZATION EXPENSE
    
    
    60
    
    
    
    97RESTRUCTURING COSTS
    
    
    
    
    
    
    1,712Operating Income (Loss)
    
    
    3,621
    
    
    
    (18,401
    )OTHER INCOME
    
    
    (1,459
    )
    
    
    (4,892
    )INTEREST EXPENSE
    
    
    4,514
    
    
    
    3,644LOSS ON EARLY EXTINGUISHMENT OF DEBT
    
    
    
    
    
    
    795Income (Loss) Before (Benefit) Provision for Income Taxes
    
    
    566
    
    
    
    (17,948
    )(BENEFIT) PROVISION FOR INCOME TAXES
    
    
    (110
    )
    
    
    1,456NET INCOME (LOSS)
    
    $
    676
    
    
    $
    (19,404
    )INCOME (LOSS) PER COMMON SHARE:Basic
    
    $
    0.03
    
    
    $
    (0.89
    )Diluted
    
    $
    0.03
    
    
    $
    (0.89
    )WEIGHTED AVERAGE SHARES OUTSTANDING:Basic
    
    
    22,898
    
    
    
    21,746Diluted
    
    
    23,834
    
    
    
    21,746
  1




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COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,2010
    
    
    2009(Unaudited)
    
    
    (Unaudited)(In thousands, except share and per share amounts)ASSETSCURRENT ASSETS:Cash
    
    $
    25,314
    
    
    $
    9,524Accounts receivable, net of reserve for doubtful accounts of $1,930 and $1,812, respectfully
    
    
    83,222
    
    
    
    74,063Inventories, net
    
    
    60,222
    
    
    
    58,051Prepaid expenses and other, net
    
    
    29,127
    
    
    
    26,781Total current assets
    
    
    197,885
    
    
    
    168,419PROPERTY, PLANT AND EQUIPMENT, net
    
    
    59,595
    
    
    
    62,315INTANGIBLE ASSETS, net of accumulated amortization of $2,066 and $2,006, respectively
    
    
    4,027
    
    
    
    4,087OTHER ASSETS, net
    
    
    15,307
    
    
    
    15,688TOTAL ASSETS
    
    $
    276,814
    
    
    $
    250,509LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIES:Accounts payable
    
    
    59,842
    
    
    
    59,657Accrued liabilities, other
    
    
    32,567
    
    
    
    32,977Total current liabilities
    
    
    92,409
    
    
    
    92,634LONG-TERM DEBT
    
    
    163,740
    
    
    
    162,644PENSION AND OTHER POST-RETIREMENT BENEFITS
    
    
    25,964
    
    
    
    26,915OTHER LONG-TERM LIABILITIES
    
    
    5,427
    
    
    
    6,081Total liabilities
    
    
    287,540
    
    
    
    288,274COMMITMENTS AND CONTINGENCIES (Note 12)STOCKHOLDERS DEFICIT:Preferred stock $.01 par value; 5,000,000 shares authorized; no shares issued and outstanding;
common stock $.01 par value; 30,000,000 shares authorized; 27,085,301
and 22,070,531 shares issued and outstanding, respectively
    
    
    271
    
    
    
    221Treasury stock purchased from employees; 130,674 shares, respectively
    
    
    (1,090
    )
    
    
    (1,090
    )Additional paid-in capital
    
    
    212,246
    
    
    
    186,291Retained loss
    
    
    (199,170
    )
    
    
    (199,846
    )Accumulated other comprehensive loss
    
    
    (22,983
    )
    
    
    (23,341
    )Total stockholders deficit
    
    
    (10,726
    )
    
    
    (37,765
    )TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT
    
    $
    276,814
    
    
    $
    250,509
  2




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COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009(Unaudited)
    
    
    (Unaudited)(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    676
    
    
    $
    (19,404
    )Adjustments to reconcile net income (loss) to net cash
(used in) provided by operating activities:Depreciation and amortization
    
    
    3,361
    
    
    
    4,415Noncash amortization of debt financing costs
    
    
    379
    
    
    
    325Loss on early extinguishment of debt
    
    
    
    
    
    
    795Amortization of bond discount/premium, net
    
    
    (333
    )
    
    
    Paid-in-kind interest
    
    
    1,429
    
    
    
    Shared-based compensation expense
    
    
    647
    
    
    
    771(Gain) loss on sale of assets
    
    
    (13
    )
    
    
    365Noncash gain on forward exchange contracts
    
    
    (1,068
    )
    
    
    (4,858
    )Change in other operating items
    
    
    (14,784
    )
    
    
    21,377Net cash (used in) provided by operating activities
    
    
    (9,706
    )
    
    
    3,786CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    (718
    )
    
    
    (1,690
    )Proceeds from disposal/sale of property plant and equipment
    
    
    22
    
    
    
    Other assets and liabilities
    
    
    (285
    )
    
    
    (976
    )Net cash used in investing activities
    
    
    (981
    )
    
    
    (2,666
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock, net
    
    
    25,358
    
    
    
    Repayment of revolving credit facility
    
    
    
    
    
    
    (87,121
    )Borrowings under revolving credit facility
    
    
    
    
    
    
    87,807Payments on capital lease obligations
    
    
    
    
    
    
    (30
    )Debt issuance costs and other
    
    
    
    
    
    
    (2,631
    )Net cash provided by (used in) financing activities
    
    
    25,358
    
    
    
    (1,975
    )EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH
    
    
    1,119
    
    
    
    (1,105
    )NET INCREASE (DECREASE) IN CASH
    
    
    15,790
    
    
    
    (1,960
    )CASH:Beginning of period
    
    
    9,524
    
    
    
    7,310End of period
    
    $
    25,314
    
    
    $
    5,350SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for interest
    
    $
    4,777
    
    
    $
    6,275Cash refund for income taxes, net
    
    $
    (255
    )
    
    $
    (655
    )
  3




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##### Table of Contents



COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 1. Description of Business and Basis of Presentation
    2. Recently Issued Accounting Pronouncements
 The FASB Accounting Standards Codification and the Hierarchy
of Generally Accepted Accounting Principles Generally Accepted Accounting Principles
 Improving Disclosures about Fair Value Measurements
 3. Fair Value Measurement
  4




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March 31, 2010
    
    
    December 31, 2009Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Derivative assets (1)
    
    $
    39
    
    
    $
    
    
    
    $
    39
    
    
    $
    
    
    
    $
    66
    
    
    
    
    
    
    $
    66
    
    
    $
    Derivative liabilities (1)
    
    $
    3,305
    
    
    $
    
    
    
    $
    3,305
    
    
    $
    
    
    
    $
    4,400
    
    
    $
    
    
    
    $
    4,400
    
    
    $
    
 
 (1)
    
    Based on observable market transactions of spot and forward rates.   March 31, 2010
    
    
    December 31, 2009Carrying
    
    
    
    
    
    
    CarryingAmount
    
    
    Fair Value
    
    
    Amount
    
    
    Fair ValueLong-term debt and capital leases
    
    $
    163,740
    
    
    $
    138,237
    
    
    $
    162,644
    
    
    $
    103,473
  Long-term debt and capital leases
 4. Restructuring Activities
  
    
    The closure and consolidation of one of our facilities located in Liberec, Czech
Republic, which was a result of managements continued focus on reducing fixed costs and
eliminating excess capacity. We substantially completed the closure as of December 31,
2009.
    
    The closure of our Norwalk, Ohio truck cab assembly facility, which was a result of
Navistars decision to insource the cab assembly operations into its existing assembly
facility in Escobedo, Mexico. We expect to substantially complete the Norwalk closure by
June 30, 2010.
  5




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##### Table of Contents



Facility Exitand OtherEmployee
    
    
    ContractualCosts
    
    
    Costs
    
    
    TotalBalance  December 31, 2009
    
    $
    337
    
    
    $
    1,454
    
    
    $
    1,791Provisions
    
    
    
    
    
    
    
    
    
    
    Utilizations
    
    
    (81
    )
    
    
    (178
    )
    
    
    (259
    )Currency Translation
    
    
    
    
    
    
    (28
    )
    
    
    (28
    )Balance  March 31, 2010
    
    $
    256
    
    
    $
    1,248
    
    
    $
    1,504
 5. Share-Based Compensation
 Restricted Stock Awards
       Weighted-AverageShares
    
    
    Grant-Date Fair(in thousands)
    
    
    ValueNonvested at December 31, 2009
    
    
    1,226
    
    
    $
    7.60Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Forfeited
    
    
    (3
    )
    
    
    3.93Nonvested at March 31, 2010
    
    
    1,223
    
    
    $
    7.61
  6. Stockholders Investment
 Common Stock 
 6




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##### Table of Contents



Preferred Stock 
 Earnings Per Share 
 Three Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009Net income (loss) applicable to common stockholders 
basic and diluted
    
    $
    676
    
    
    $
    (19,404
    )Weighted average number of common shares outstanding
    
    
    22,898
    
    
    
    21,746Dilutive effect of outstanding stock options and restricted stock
grants after application of the Treasury Stock Method
    
    
    936
    
    
    
    Dilutive shares outstanding
    
    
    23,834
    
    
    
    21,746Basic income (loss) per share
    
    $
    0.03
    
    
    $
    (0.89
    )Diluted income (loss) per share
    
    $
    0.03
    
    
    $
    (0.89
    )
  Dividends 
 Stockholder Rights Plan 
  Common Stock Warrants
  7




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##### Table of Contents



7. Accounts Receivable
  8. Inventories
  March 31,
    
    
    December 31,2010
    
    
    2009Raw materials
    
    $
    44,247
    
    
    $
    41,677Work in process
    
    
    11,103
    
    
    
    8,955Finished goods
    
    
    12,780
    
    
    
    14,433Less excess and obsolete
    
    
    (7,908
    )
    
    
    (7,014
    )$
    60,222
    
    
    $
    58,051
  9. Intangible Assets
   March 31, 2010
    
    
    December 31, 2009Weighted-
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AverageAmortization
    
    
    Gross Carrying
    
    
    Accumulated
    
    
    Net Carrying
    
    
    Amortization
    
    
    Gross Carrying
    
    
    Accumulated
    
    
    Net CarryingPeriod
    
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    Period
    
    
    Amount
    
    
    Amortization
    
    
    AmountDefinite-lived intangible assets:Trademarks/Tradenames
    
    20 years
    
    $
    5,655
    
    
    $
    (1,628
    )
    
    $
    4,027
    
    
    20 years
    
    $
    5,655
    
    
    $
    (1,568
    )
    
    $
    4,087
  8




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Fiscal Year Ended
    
    EstimatedDecember 31,
    
    Amortization Expense2010
    
    $
    2402011
    
    $
    2402012
    
    $
    2402013
    
    $
    2402014
    
    $
    2402015
    
    $
    240
 10. Debt
  March 31,
    
    
    December 31,2010
    
    
    2009Revolving credit facilities bore interest at a weighted average of 7.4% as of March 31, 2010
and 6.2% as of December 31, 2009
    
    $
    
    
    
    $
    8.0% senior notes due July 1, 2013
    
    
    97,810
    
    
    
    97,81015% second lien term loan due November 1, 2012 ($16,800 principal amount, net of $3,893
and $4,150, respectively, of original issue discount)
    
    
    12,907
    
    
    
    12,65011%/13% third lien senior secured notes due February 15, 2013 ($42,124 principal
amount and $7,207 and $7,797, respectively, of issuance premium)
    
    
    49,331
    
    
    
    49,921Paid-in-kind interest on 11%/13% third lien senior secured notes due February 15, 2013
    
    
    3,692
    
    
    
    2,263$
    163,740
    
    
    $
    162,644
      9




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##### Table of Contents



pari passu
 11. Income Taxes
      12. Commitments and Contingencies
 Warranty 
 10




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##### Table of Contents



Balance  December 31, 2009
    
    $
    3,066Additional provisions recorded
    
    
    54Deduction for payments made
    
    
    (392
    )Currency translation adjustment
    
    
    (11
    )Balance  March 31, 2010
    
    $
    2,717
 Leases
 Guarantees
 Litigation 
 13. Foreign Currency Forward Exchange Contracts
   March 31, 2010
    
    
    December 31, 2009U.S.
    
    
    
    
    
    
    U.S.U.S. $
    
    
    Equivalent
    
    
    U.S. $
    
    
    EquivalentEquivalent
    
    
    Fair Value
    
    
    Equivalent
    
    
    Fair ValueCommitments to buy currencies:Japanese yen
    
    $
    (219
    )
    
    $
    (219
    )
    
    $
    (345
    )
    
    $
    (338
    )Commitments to sell currencies:U.S. Dollar
    
    $
    153
    
    
    $
    153
    
    
    $
    
    
    
    $
    Euro
    
    
    8,764
    
    
    
    10,241
    
    
    
    12,809
    
    
    
    15,095Japanese yen
    
    
    5,633
    
    
    
    7,422
    
    
    
    8,004
    
    
    
    10,045$
    14,550
    
    
    $
    17,816
    
    
    $
    20,813
    
    
    $
    25,140Total
    
    $
    14,331
    
    
    $
    17,597
    
    
    $
    20,468
    
    
    $
    24,802
  11




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##### Table of Contents



Asset DerivativesMarch 31, 2010
    
    
    December 31, 2009Balance Sheet
    
    
    
    
    
    
    Balance SheetLocation
    
    
    Fair Value
    
    
    Location
    
    
    Fair ValueForeign exchange contracts
    
    Other assets
    
    $
    39
    
    
    Other assets
    
    $
    66
 Liability DerivativesMarch 31, 2010
    
    
    December 31, 2009Balance Sheet
    
    
    
    
    
    
    Balance SheetLocation
    
    
    Fair Value
    
    
    Location
    
    
    Fair ValueForeign exchange contracts
    
    Accrued liabilities
    
    $
    3,305
    
    
    Accrued liabilities
    
    $
    4,400
  Three Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009Location of GainRecognized in
    
    
    Amount of GainIncome on
    
    
    Recognized in Income onDerivatives
    
    
    DerivativesForeign exchange contracts
    
    Other Income
    
    $
    1,068
    
    
    $
    4,858
 14. Pension and Other Post-Retirement Benefit Plans
   Other Post-RetirementU.S. Pension Plans
    
    
    Non-U.S. Pension Plans
    
    
    Benefit PlansThree Months Ended
    
    
    Three Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,
    
    
    March 31,
    
    
    March 31,
    
    
    March 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Service cost
    
    $
    46
    
    
    $
    76
    
    
    $
    
    
    
    $
    
    
    
    $
    1
    
    
    $
    4Interest cost
    
    
    504
    
    
    
    474
    
    
    
    528
    
    
    
    453
    
    
    
    30
    
    
    
    32Expected return on plan assets
    
    
    (424
    )
    
    
    (379
    )
    
    
    (400
    )
    
    
    (318
    )
    
    
    
    
    
    
    Recognized actuarial loss (gain)
    
    
    32
    
    
    
    26
    
    
    
    93
    
    
    
    42
    
    
    
    1
    
    
    
    (12
    )Net periodic benefit cost
    
    
    158
    
    
    
    197
    
    
    
    221
    
    
    
    177
    
    
    
    32
    
    
    
    24Special termination benefits
    
    
    28
    
    
    
    35
    
    
    
    
    
    
    
    
    
    
    
    68
    
    
    
    85Net benefit cost
    
    $
    186
    
    
    $
    232
    
    
    $
    221
    
    
    $
    177
    
    
    $
    100
    
    
    $
    109
  12




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##### Table of Contents



15. Comprehensive Loss
  Foreign currency translation adjustment
    
    $
    (7,900
    )Pension liability
    
    
    (15,083
    )$
    (22,983
    )
  Three Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009Net income (loss)
    
    $
    676
    
    
    $
    (19,404
    )Other comprehensive income (loss):Foreign currency translation adjustment
    
    
    158
    
    
    
    (1,636
    )Unrealized loss on derivative instruments
    
    
    
    
    
    
    45Pension liability
    
    
    200
    
    
    
    Comprehensive income (loss)
    
    $
    1,034
    
    
    $
    (20,995
    )
 16. Related Party Transactions
  17. Consolidating Guarantor and Non-Guarantor Financial Information
   13




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COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2010
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(In thousands)REVENUES
    
    $
    
    
    
    $
    115,975
    
    
    $
    39,273
    
    
    $
    (8,841
    )
    
    $
    146,407COST OF REVENUES
    
    
    
    
    
    
    102,962
    
    
    
    35,394
    
    
    
    (8,841
    )
    
    
    129,515Gross Profit
    
    
    
    
    
    
    13,013
    
    
    
    3,879
    
    
    
    
    
    
    
    16,892SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    
    
    
    
    10,278
    
    
    
    2,933
    
    
    
    
    
    
    
    13,211AMORTIZATION EXPENSE
    
    
    
    
    
    
    60
    
    
    
    
    
    
    
    
    
    
    
    60EQUITY IN EARNINGS OF
CONSOLIDATED
SUBSIDIARIES
    
    
    (3,282
    )
    
    
    (488
    )
    
    
    
    
    
    
    3,770
    
    
    
    Operating Income
    
    
    3,282
    
    
    
    3,163
    
    
    
    946
    
    
    
    (3,770
    )
    
    
    3,621OTHER INCOME
    
    
    
    
    
    
    
    
    
    
    (1,459
    )
    
    
    
    
    
    
    (1,459
    )INTEREST EXPENSE (INCOME)
    
    
    4,510
    
    
    
    (18
    )
    
    
    22
    
    
    
    
    
    
    
    4,514(Loss) Income Before
(Benefit) Provision
for Income Taxes
    
    
    (1,228
    )
    
    
    3,181
    
    
    
    2,383
    
    
    
    (3,770
    )
    
    
    566(BENEFIT) PROVISION FOR INCOME TAXES
    
    
    (1,904
    )
    
    
    1,535
    
    
    
    259
    
    
    
    
    
    
    
    (110
    )NET INCOME
    
    $
    676
    
    
    $
    1,646
    
    
    $
    2,124
    
    
    $
    (3,770
    )
    
    $
    676
 14




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##### Table of Contents



COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2010
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(In thousands)ASSETSCURRENT ASSETS:Cash
    
    $
    17,192
    
    
    $
    
    
    
    $
    8,122
    
    
    $
    
    
    
    $
    25,314Accounts receivable, net
    
    
    218
    
    
    
    60,403
    
    
    
    22,601
    
    
    
    
    
    
    
    83,222Intercompany receivable
    
    
    51,839
    
    
    
    10,377
    
    
    
    
    
    
    
    (62,216
    )
    
    
    Inventories, net
    
    
    
    
    
    
    34,687
    
    
    
    25,535
    
    
    
    
    
    
    
    60,222Prepaid expenses and other, net
    
    
    2,371
    
    
    
    16,610
    
    
    
    10,210
    
    
    
    (64
    )
    
    
    29,127Total current assets
    
    
    71,620
    
    
    
    122,077
    
    
    
    66,468
    
    
    
    (62,280
    )
    
    
    197,885PROPERTY, PLANT AND
EQUIPMENT, net
    
    
    
    
    
    
    54,716
    
    
    
    4,879
    
    
    
    
    
    
    
    59,595EQUITY INVESTMENT IN
SUBSIDIARIES
    
    
    80,862
    
    
    
    9,523
    
    
    
    
    
    
    
    (90,385
    )
    
    
    INTANGIBLE ASSETS, net
    
    
    
    
    
    
    4,027
    
    
    
    
    
    
    
    
    
    
    
    4,027OTHER ASSETS, net
    
    
    5,430
    
    
    
    9,839
    
    
    
    38
    
    
    
    
    
    
    
    15,307TOTAL ASSETS
    
    $
    157,912
    
    
    $
    200,182
    
    
    $
    71,385
    
    
    $
    (152,665
    )
    
    $
    276,814LIABILITIES AND STOCKHOLDERS (DEFICIT) INVESTMENTCURRENT LIABILITIES:Accounts payable
    
    
    
    
    
    
    37,986
    
    
    
    21,856
    
    
    
    
    
    
    
    59,842Intercompany payable
    
    
    
    
    
    
    47,998
    
    
    
    14,218
    
    
    
    (62,216
    )
    
    
    Accrued liabilities, other
    
    
    2,041
    
    
    
    19,753
    
    
    
    10,773
    
    
    
    
    
    
    
    32,567Total current liabilities
    
    
    2,041
    
    
    
    105,737
    
    
    
    46,847
    
    
    
    (62,216
    )
    
    
    92,409LONG-TERM DEBT, net
    
    
    163,740
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    163,740PENSION AND OTHER
POST-RETIREMENT BENEFITS
    
    
    
    
    
    
    14,022
    
    
    
    11,942
    
    
    
    
    
    
    
    25,964OTHER LONG-TERM LIABILITIES
    
    
    2,857
    
    
    
    327
    
    
    
    2,307
    
    
    
    (64
    )
    
    
    5,427Total liabilities
    
    
    168,638
    
    
    
    120,086
    
    
    
    61,096
    
    
    
    (62,280
    )
    
    
    287,540STOCKHOLDERS (DEFICIT)
INVESTMENT
    
    
    (10,726
    )
    
    
    80,096
    
    
    
    10,289
    
    
    
    (90,385
    )
    
    
    (10,726
    )TOTAL LIABILITIES AND
STOCKHOLDERS (DEFICIT)
INVESTMENT
    
    $
    157,912
    
    
    $
    200,182
    
    
    $
    71,385
    
    
    $
    (152,665
    )
    
    $
    276,814
 15




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##### Table of Contents



COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2010
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidation(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net cash used in operating activities
    
    $
    (5,045
    )
    
    $
    (2,200
    )
    
    $
    (2,461
    )
    
    $
    
    
    
    $
    (9,706
    )CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    
    
    
    
    (593
    )
    
    
    (125
    )
    
    
    
    
    
    
    (718
    )Proceeds from disposal/sale of property
plant and equipment
    
    
    
    
    
    
    22
    
    
    
    
    
    
    
    
    
    
    
    22Other assets and liabilities
    
    
    
    
    
    
    (285
    )
    
    
    
    
    
    
    
    
    
    
    (285
    )Net cash used in investing activities
    
    
    
    
    
    
    (856
    )
    
    
    (125
    )
    
    
    
    
    
    
    (981
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock, net
    
    
    25,358
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,358Change in intercompany receivables/payables
    
    
    (3,130
    )
    
    
    3,018
    
    
    
    112
    
    
    
    
    
    
    
    Net cash provided by (used in)
financing activities
    
    
    22,228
    
    
    
    3,018
    
    
    
    112
    
    
    
    
    
    
    
    25,358EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON
CASH
    
    
    
    
    
    
    
    
    
    
    1,119
    
    
    
    
    
    
    
    1,119NET INCREASE (DECREASE) IN CASH
    
    
    17,183
    
    
    
    (38
    )
    
    
    (1,355
    )
    
    
    
    
    
    
    15,790CASH:Beginning of period
    
    
    9
    
    
    
    38
    
    
    
    9,477
    
    
    
    
    
    
    
    9,524End of period
    
    $
    17,192
    
    
    $
    
    
    
    $
    8,122
    
    
    $
    
    
    
    $
    25,314
 16




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##### Table of Contents



COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2009
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(In thousands)REVENUES
    
    $
    (70
    )
    
    $
    89,231
    
    
    $
    24,677
    
    
    $
    (5,308
    )
    
    $
    108,530COST OF REVENUES
    
    
    
    
    
    
    91,723
    
    
    
    25,364
    
    
    
    (5,308
    )
    
    
    111,779Gross Loss
    
    
    (70
    )
    
    
    (2,492
    )
    
    
    (687
    )
    
    
    
    
    
    
    (3,249
    )SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    
    
    
    
    9,839
    
    
    
    3,504
    
    
    
    
    
    
    
    13,343AMORTIZATION EXPENSE
    
    
    
    
    
    
    97
    
    
    
    
    
    
    
    
    
    
    
    97EQUITY IN EARNINGS OF CONSOLIDATED
SUBSIDIARIES
    
    
    17,441
    
    
    
    (51
    )
    
    
    
    
    
    
    (17,390
    )
    
    
    RESTRUCTURING COSTS
    
    
    
    
    
    
    618
    
    
    
    1,094
    
    
    
    
    
    
    
    1,712Operating Loss
    
    
    (17,511
    )
    
    
    (12,995
    )
    
    
    (5,285
    )
    
    
    17,390
    
    
    
    (18,401
    )OTHER EXPENSE (INCOME)
    
    
    
    
    
    
    13
    
    
    
    (4,905
    )
    
    
    
    
    
    
    (4,892
    )INTEREST (INCOME) EXPENSE
    
    
    (194
    )
    
    
    3,797
    
    
    
    41
    
    
    
    
    
    
    
    3,644LOSS ON EARLY EXTINGUISHMENT OF DEBT
    
    
    795
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    795Loss Before Provision for Income Taxes
    
    
    (18,112
    )
    
    
    (16,805
    )
    
    
    (421
    )
    
    
    17,390
    
    
    
    (17,948
    )PROVISION FOR INCOME TAXES
    
    
    1,292
    
    
    
    
    
    
    
    164
    
    
    
    
    
    
    
    1,456NET LOSS
    
    $
    (19,404
    )
    
    $
    (16,805
    )
    
    $
    (585
    )
    
    $
    17,390
    
    
    $
    (19,404
    )
 17




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##### Table of Contents



COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2009
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(In thousands)ASSETSCURRENT ASSETS:Cash
    
    $
    9
    
    
    $
    38
    
    
    $
    9,477
    
    
    $
    
    
    
    $
    9,524Accounts receivable, net
    
    
    218
    
    
    
    57,680
    
    
    
    16,165
    
    
    
    
    
    
    
    74,063Intercompany receivable
    
    
    48,709
    
    
    
    9,853
    
    
    
    
    
    
    
    (58,562
    )
    
    
    Inventories, net
    
    
    
    
    
    
    34,425
    
    
    
    23,626
    
    
    
    
    
    
    
    58,051Prepaid expenses and other, net
    
    
    570
    
    
    
    16,812
    
    
    
    9,461
    
    
    
    (62
    )
    
    
    26,781Total current assets
    
    
    49,506
    
    
    
    118,808
    
    
    
    58,729
    
    
    
    (58,624
    )
    
    
    168,419PROPERTY, PLANT AND
EQUIPMENT, net
    
    
    
    
    
    
    56,938
    
    
    
    5,377
    
    
    
    
    
    
    
    62,315EQUITY INVESTMENT IN SUBSIDIARIES
    
    
    76,573
    
    
    
    8,940
    
    
    
    
    
    
    
    (85,513
    )
    
    
    INTANGIBLE ASSETS, net
    
    
    
    
    
    
    4,087
    
    
    
    
    
    
    
    
    
    
    
    4,087OTHER ASSETS, net
    
    
    6,206
    
    
    
    9,413
    
    
    
    67
    
    
    
    2
    
    
    
    15,688TOTAL ASSETS
    
    $
    132,285
    
    
    $
    198,186
    
    
    $
    64,173
    
    
    $
    (144,135
    )
    
    $
    250,509LIABILITIES AND STOCKHOLDERS (DEFICIT) INVESTMENTCURRENT LIABILITIES:Current maturities of
long-term debt
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Accounts payable
    
    
    
    
    
    
    42,638
    
    
    
    17,017
    
    
    
    2
    
    
    
    59,657Intercompany payable
    
    
    
    
    
    
    44,456
    
    
    
    14,106
    
    
    
    (58,562
    )
    
    
    Accrued liabilities, other
    
    
    4,057
    
    
    
    18,919
    
    
    
    9,999
    
    
    
    2
    
    
    
    32,977Total current liabilities
    
    
    4,057
    
    
    
    106,013
    
    
    
    41,122
    
    
    
    (58,558
    )
    
    
    92,634LONG-TERM DEBT, net
    
    
    162,644
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    162,644PENSION AND OTHER POST-RETIREMENT
BENEFITS
    
    
    
    
    
    
    14,173
    
    
    
    12,742
    
    
    
    
    
    
    
    26,915OTHER LONG-TERM LIABILITIES
    
    
    3,349
    
    
    
    294
    
    
    
    2,502
    
    
    
    (64
    )
    
    
    6,081Total liabilities
    
    
    170,050
    
    
    
    120,480
    
    
    
    56,366
    
    
    
    (58,622
    )
    
    
    288,274STOCKHOLDERS (DEFICIT) INVESTMENT
    
    
    (37,765
    )
    
    
    77,706
    
    
    
    7,807
    
    
    
    (85,513
    )
    
    
    (37,765
    )TOTAL LIABILITIES AND
STOCKHOLDERS (DEFICIT)
INVESTMENT
    
    $
    132,285
    
    
    $
    198,186
    
    
    $
    64,173
    
    
    $
    (144,135
    )
    
    $
    250,509
 18




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##### Table of Contents



COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2009
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(In thousands)CASH FLOWS FROM OPERATING
ACTIVITIES:Net cash (used in)
provided by operating
activities
    
    $
    (2,216
    )
    
    $
    9,877
    
    
    $
    (4,373
    )
    
    $
    498
    
    
    $
    3,786CASH FLOWS FROM INVESTING
ACTIVITIES:Purchases of property, plant
and equipment
    
    
    
    
    
    
    (1,313
    )
    
    
    (377
    )
    
    
    
    
    
    
    (1,690
    )Other asset and liabilities
    
    
    
    
    
    
    (976
    )
    
    
    
    
    
    
    
    
    
    
    (976
    )Net cash used in by
investing activities
    
    
    
    
    
    
    (2,289
    )
    
    
    (377
    )
    
    
    
    
    
    
    (2,666
    )CASH FLOWS FROM FINANCING
ACTIVITIES:Repayment of revolving
credit facility
    
    
    (87,121
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (87,121
    )Borrowings under revolving
credit facility
    
    
    87,807
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    87,807Payments on capital lease
obligations
    
    
    
    
    
    
    (30
    )
    
    
    
    
    
    
    
    
    
    
    (30
    )Change in intercompany
receivables/payables
    
    
    4,357
    
    
    
    (7,533
    )
    
    
    3,673
    
    
    
    (497
    )
    
    
    Debt issuance costs and other
    
    
    (2,631
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,631
    )Net cash provided by
(used in) financing
activities
    
    
    2,412
    
    
    
    (7,563
    )
    
    
    3,673
    
    
    
    (497
    )
    
    
    (1,975
    )EFFECT OF CURRENCY EXCHANGE RATECHANGES ON CASH
    
    
    
    
    
    
    
    
    
    
    (1,104
    )
    
    
    (1
    )
    
    
    (1,105
    )NET INCREASE (DECREASE) IN CASH
    
    
    196
    
    
    
    25
    
    
    
    (2,181
    )
    
    
    
    
    
    
    (1,960
    )CASH:Beginning of period
    
    
    9
    
    
    
    47
    
    
    
    7,254
    
    
    
    
    
    
    
    7,310End of period
    
    $
    205
    
    
    $
    72
    
    
    $
    5,073
    
    
    $
    
    
    
    $
    5,350
 19




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##### Table of Contents



ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Company Overview
      20




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##### Table of Contents




    
    adjusting our hourly and salaried workforce to optimize costs in line with our
production levels;
    
    sourcing efforts in Europe and Asia;
    
    consolidating our supply base to improve purchasing leverage;
    
    eliminating excess production capacity through the closure and consolidation of
manufacturing, warehousing or assembly facilities; and
    
    implementing Lean Manufacturing and Total Quality Production System (TQPS) initiatives
to improve operating efficiency and product quality.
   21




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##### Table of Contents



Results of Operations
  March 31,
    
    
    March 31,2010
    
    
    2009Revenues
    
    
    100.0
    %
    
    
    100.0
    %Cost of revenues
    
    
    88.5
    
    
    
    103.0Gross profit (loss)
    
    
    11.5
    
    
    
    (3.0
    )Selling, general and administrative
expenses
    
    
    9.0
    
    
    
    12.3Amortization expense
    
    
    0.0
    
    
    
    0.1Restructuring charges
    
    
    0.0
    
    
    
    1.6Operating income (loss)
    
    
    2.5
    
    
    
    (17.0
    )Other income
    
    
    (1.0
    )
    
    
    (4.5
    )Interest expense
    
    
    3.1
    
    
    
    3.4Loss on early extinguishment of debt
    
    
    0.0
    
    
    
    0.7Income (loss) before income taxes
    
    
    0.4
    
    
    
    (16.6
    )(Benefit) Provision for income taxes
    
    
    (0.1
    )
    
    
    1.3Net income (loss)
    
    
    0.5
    %
    
    
    (17.9)
    %
 Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009
 Revenues
 Gross Profit
 Selling, General and Administrative Expenses
 Amortization Expense.
 Restructuring Costs.
 Other Income
 Interest Expense
 Loss on Early Extinguishment of Debt
 22




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##### Table of Contents



(Benefit) Provision for Income Taxes
 Net Income (Loss)
 Liquidity and Capital Resources
 Cash Flows
     Debt and Credit Facilities
  
    
    $97.8 million of 8.0% senior notes due 2013;
    
    $12.9 million ($16.8 million principal amount, net of $3.9 million of original issue
discount) of 15% second lien term loan due 2012;
    
    $49.3 million ($42.1 million principal amount, and $7.2 million of issuance premium) of
11%/13% third lien secured notes due 2013; and
    
    $3.7 million of paid-in-kind interest on the 11%/13% third lien secured notes due 2013.
 Credit Agreement
 23




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##### Table of Contents



Terms, Covenants and Compliance Status 
    Second Lien Credit Agreement
  24




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##### Table of Contents



Exchange of 8% Senior Notes due 2013 for Units consisting of 11%/13% Third Lien Senior Secured
Notes due 2013 and Warrants
 11%/13% Third Lien Senior Secured Notes due 2013.
  8% Senior Notes due 2013 pari
passu
 Covenants and Liquidity
   25




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##### Table of Contents



Update on Contractual Obligations
  Forward-Looking Statements
  
 ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4  CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
   26




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##### Table of Contents



PART II. OTHER INFORMATION
 COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
         Date Exercised
    
    Shares IssuedFebruary 5, 2010
    
    
    372,905March 17, 2010
    
    
    215,308March 19, 2010
    
    
    46,702March 23, 2010
    
    
    9,855
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10.1
    
    Commercial Vehicle Group, Inc. 2010 Bonus Plan (incorporated by reference to the Companys current report on Form 8-K
(File No. 001-34365), filed on March 11, 2010).31.1
    
    Certification by Mervin Dunn, President and Chief Executive Officer.31.2
    
    Certification by Chad M. Utrup, Chief Financial Officer.32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
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SIGNATURE
  COMMERCIAL VEHICLE GROUP, INC.Date:  May 10, 2010
    By:
    /s/ Chad M. UtrupChad M. UtrupChief Financial Officer
(Principal financial and accounting officer
and duly authorized officer) 29