##### 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 June 30, 2008
 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 000-50890
 COMMERCIAL VEHICLE GROUP, INC.
  Delaware
(State or other jurisdiction of 
incorporation or organization)7800 Walton Parkway 
New Albany, Ohio
(Address of principal executive offices)
    
    41-1990662
(I.R.S. Employer
Identification No.)43054
(Zip Code)
 (614) 289-5360
 Not Applicable
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company o
 o þ




---



##### 



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 AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007 (UNAUDITED)
    
    
    1CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2008
(UNAUDITED) AND DECEMBER 31, 2007 (UNAUDITED)
    
    
    2CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX
MONTHS ENDED JUNE 30, 2008 AND 2007 (UNAUDITED)
    
    
    3NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
    
    
    4ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
    
    
    23ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    29ITEM 4 CONTROLS AND PROCEDURES
    
    
    29PART II OTHER INFORMATION
    
    
    30SIGNATURES
    
    
    32CertificationCertificationSection 906 CertificationSection 906 Certification
  i




---



##### Table of Contents



ITEM 1  FINANCIAL STATEMENTS
 COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)(In thousands, except per share amounts)REVENUES
    
    $
    209,240
    
    
    $
    158,566
    
    
    $
    406,244
    
    
    $
    357,367COST OF REVENUES
    
    
    185,832
    
    
    
    141,947
    
    
    
    362,071
    
    
    
    314,479Gross Profit
    
    
    23,408
    
    
    
    16,619
    
    
    
    44,173
    
    
    
    42,888SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
    
    
    16,760
    
    
    
    14,610
    
    
    
    31,778
    
    
    
    30,164GAIN ON SALE OF LONG-LIVED ASSET
    
    
    
    
    
    
    
    
    
    
    (6,075
    )
    
    
    AMORTIZATION EXPENSE
    
    
    341
    
    
    
    259
    
    
    
    686
    
    
    
    362RESTRUCTURING CHARGES
    
    
    
    
    
    
    998
    
    
    
    
    
    
    
    998Operating Income
    
    
    6,307
    
    
    
    752
    
    
    
    17,784
    
    
    
    11,364OTHER (INCOME) EXPENSE
    
    
    (3,786
    )
    
    
    (2,103
    )
    
    
    5,912
    
    
    
    217INTEREST EXPENSE
    
    
    3,792
    
    
    
    3,536
    
    
    
    7,699
    
    
    
    7,173LOSS ON EARLY EXTINGUISHMENT OF DEBT
    
    
    
    
    
    
    149
    
    
    
    
    
    
    
    149Income (Loss) Before Provision for Income Taxes
    
    
    6,301
    
    
    
    (830
    )
    
    
    4,173
    
    
    
    3,825PROVISION (BENEFIT) FOR INCOME TAXES
    
    
    3,218
    
    
    
    (599
    )
    
    
    618
    
    
    
    1,097NET INCOME (LOSS)
    
    $
    3,083
    
    
    $
    (231
    )
    
    $
    3,555
    
    
    $
    2,728EARNINGS (LOSS) PER COMMON SHARE:Basic
    
    $
    0.14
    
    
    $
    (0.01
    )
    
    $
    0.17
    
    
    $
    0.13Diluted
    
    $
    0.14
    
    
    $
    (0.01
    )
    
    $
    0.16
    
    
    $
    0.13WEIGHTED AVERAGE SHARES OUTSTANDING:Basic
    
    
    21,537
    
    
    
    21,413
    
    
    
    21,537
    
    
    
    21,401Diluted
    
    
    21,711
    
    
    
    21,413
    
    
    
    21,676
    
    
    
    21,680
  1




---



##### Table of Contents



COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 June 30,
    
    
    December 31,2008
    
    
    2007(Unaudited)
    
    
    (Unaudited)(In thousands except share andper share amounts)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    8,598
    
    
    $
    9,867Accounts receivable, net of reserve for doubtful accounts of $4,112
and $3,758, respectively
    
    
    141,066
    
    
    
    107,687Inventories, net
    
    
    100,192
    
    
    
    96,385Prepaid expenses
    
    
    13,878
    
    
    
    16,508Deferred income taxes
    
    
    16,625
    
    
    
    12,989Total current assets
    
    
    280,359
    
    
    
    243,436PROPERTY, PLANT AND EQUIPMENT, net
    
    
    97,140
    
    
    
    98,258GOODWILL
    
    
    155,458
    
    
    
    151,189INTANGIBLE ASSETS, net of accumulated amortization of $2,348 and
$1,687, respectively
    
    
    96,614
    
    
    
    97,575OTHER ASSETS, net
    
    
    11,259
    
    
    
    8,631TOTAL ASSETS
    
    $
    640,830
    
    
    $
    599,089LIABILITIES AND STOCKHOLDERS INVESTMENTCURRENT LIABILITIES:Current maturities of long-term debt
    
    $
    119
    
    
    $
    116Accounts payable
    
    
    96,875
    
    
    
    93,033Accrued liabilities
    
    
    42,608
    
    
    
    33,115Total current liabilities
    
    
    139,602
    
    
    
    126,264LONG-TERM DEBT, net of current maturities
    
    
    171,547
    
    
    
    159,609DEFERRED TAX LIABILITIES
    
    
    27,092
    
    
    
    27,076PENSION AND OTHER POST-RETIREMENT BENEFITS
    
    
    17,565
    
    
    
    18,335OTHER LONG-TERM LIABILITIES
    
    
    10,571
    
    
    
    2,470Total liabilities
    
    
    366,377
    
    
    
    333,754COMMITMENTS AND CONTINGENCIES (Note 12)STOCKHOLDERS INVESTMENT:Common stock $.01 par value; 30,000,000 shares authorized; 21,536,814
and 21,536,814 shares issued and outstanding, respectively
    
    
    215
    
    
    
    215Treasury stock purchased from employees; 28,153 shares
    
    
    (414
    )
    
    
    (414
    )Additional paid-in capital
    
    
    179,365
    
    
    
    177,421Retained earnings
    
    
    92,373
    
    
    
    88,818Accumulated other comprehensive income (loss)
    
    
    2,914
    
    
    
    (705
    )Total stockholders investment
    
    
    274,453
    
    
    
    265,335TOTAL LIABILITIES AND STOCKHOLDERS INVESTMENT
    
    $
    640,830
    
    
    $
    599,089
  2




---



##### Table of Contents



COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Six Months Ended
June 30,2008
    
    
    2007(Unaudited)
    
    
    (Unaudited)(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    3,555
    
    
    $
    2,728Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    9,476
    
    
    
    7,727Noncash amortization of debt financing costs
    
    
    449
    
    
    
    436Loss on early extinguishment of debt
    
    
    
    
    
    
    149Share-based compensation expense
    
    
    1,944
    
    
    
    1,696(Gain) loss on sale of long-lived assets
    
    
    (6,066
    )
    
    
    141Deferred income tax benefit
    
    
    (3,883
    )
    
    
    (270
    )Noncash loss on forward exchange contracts
    
    
    5,936
    
    
    
    586Change in other operating items
    
    
    (22,541
    )
    
    
    10,400Net cash (used in) provided by operating activities
    
    
    (11,130
    )
    
    
    23,593CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    (6,824
    )
    
    
    (6,531
    )Proceeds from disposal/sale of property, plant and equipment
    
    
    7,454
    
    
    
    101Post-acquisition and acquisitions payments, net of cash received
    
    
    (4,267
    )
    
    
    (487
    )Other assets and liabilities
    
    
    (710
    )
    
    
    (21
    )Net cash used in investing activities
    
    
    (4,347
    )
    
    
    (6,938
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock under equity incentive plans
    
    
    
    
    
    
    463Excess tax benefit from equity incentive plans
    
    
    
    
    
    
    39Repayment of revolving credit facility
    
    
    (89,000
    )
    
    
    (56,411
    )Borrowings under revolving credit facility
    
    
    101,000
    
    
    
    54,926Repayments of long-term borrowings
    
    
    
    
    
    
    (10,295
    )Payments on capital lease obligations
    
    
    (64
    )
    
    
    (68
    )Debt issuance costs and other, net
    
    
    (251
    )
    
    
    Net cash provided by (used in) financing activities
    
    
    11,685
    
    
    
    (11,346
    )EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS
    
    
    2,523
    
    
    
    (705
    )NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    (1,269
    )
    
    
    4,604CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    9,867
    
    
    
    19,821End of period
    
    $
    8,598
    
    
    $
    24,425SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for interest
    
    $
    6,680
    
    
    $
    6,730Cash received for income taxes, net
    
    $
    (4,263
    )
    
    $
    (4,983
    )
  3




---



##### 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
 Fair Value Measurements
  The Fair Value Option for Financial Assets and
Financial Liabilities Accounting for Certain Investments
in Debt and Equity Securities
 Employers Accounting for Defined Benefit Pension
and Other Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106, and 132(R)
 4




---



##### Table of Contents



Amendment of FASB Interpretation No. 39. Offsetting of Amounts Related to Certain Contracts
 Business Combinations Noncontrolling Interests in Consolidated Finance Statements
 Disclosures about Derivative Instruments and Hedging
Activities an Amendment of FASB No. 133. S Accounting for Derivative Instruments and Hedging Activities.
 3. Fair Value Measurement
     5




---



##### Table of Contents



Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Derivative assets (1)
    
    $
    1,316
    
    
    $
    
    
    
    $
    1,316
    
    
    $
    Deferred compensation (2)
    
    
    1,642
    
    
    
    1,642
    
    
    
    
    
    
    
    Total assets
    
    $
    2,958
    
    
    $
    1,642
    
    
    $
    1,316
    
    
    $
    Derivative liabilities (1)
    
    $
    8,749
    
    
    $
    
    
    
    $
    8,749
    
    
    $
    
 
 (1)
    
    Based on observable market transactions of spot and forward rates.(2)
    
    Deferred compensation includes mutual funds and cash equivalents for payment of
certain non-qualified benefits for employees. 4. Restructuring Activities
 Accounting for Costs Associated with Exit or Disposal
Activities
 EmployeeCostsBalance  December 31, 2007
    
    $
    646Deductions for payments made
    
    
    (373
    )Balance  June 30, 2008
    
    $
    273
 5. Share-Based Compensation
 Stock Option Grants and Restricted Stock Awards
   6




---



##### Table of Contents



Weighted-AverageGrant-Date FairShares (000s)
    
    
    ValueNonvested at December 31, 2007
    
    
    520
    
    
    $
    16.94Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Forfeited
    
    
    (7
    )
    
    
    14.86Nonvested at June 30, 2008
    
    
    513
    
    
    $
    16.96
  Weighted-AverageWeighted-
    
    
    Remaining
    
    
    AggregateOptions
    
    
    Average
    
    
    Contractual
    
    
    IntrinsicStock Options
    
    (000s)
    
    
    Exercise Price
    
    
    Life (Years)
    
    
    Value (000s)Outstanding at December 31, 2007
    
    
    750
    
    
    $
    12.45
    
    
    
    6.5
    
    
    $
    2,013Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Oustanding at June 30, 2008
    
    
    750
    
    
    $
    12.45
    
    
    
    6.0
    
    
    $
    1,475Exercisable at June 30, 2008
    
    
    750
    
    
    $
    12.45
    
    
    
    6.0
    
    
    $
    1,475
  6. Stockholders Investment
 Common Stock 
 Preferred Stock 
 Earnings Per Share  Earnings per Share Share Based Payment
 7




---



##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income (loss) applicable to common shareholders 
basic and diluted
    
    $
    3,083
    
    
    $
    (231
    )
    
    $
    3,555
    
    
    $
    2,728Weighted average number of common shares outstanding
    
    
    21,537
    
    
    
    21,413
    
    
    
    21,537
    
    
    
    21,401Dilutive effect of outstanding stock options and restricted stock
grants after application of the treasury stock method
    
    
    174
    
    
    
    
    
    
    
    139
    
    
    
    279Dilutive shares outstanding
    
    
    21,711
    
    
    
    21,413
    
    
    
    21,676
    
    
    
    21,680Basic earnings (loss) per share
    
    $
    0.14
    
    
    $
    (0.01
    )
    
    $
    0.17
    
    
    $
    0.13Diluted earning (loss) per share
    
    $
    0.14
    
    
    $
    (0.01
    )
    
    $
    0.16
    
    
    $
    0.13
  Dividends 
 7. Accounts Receivable
  8. Inventories
  June 30,
    
    
    December 31,2008
    
    
    2007Raw materials
    
    $
    59,952
    
    
    $
    62,129Work in process
    
    
    22,961
    
    
    
    19,811Finished goods
    
    
    22,453
    
    
    
    19,862Less excess and obsolete
    
    
    (5,174
    )
    
    
    (5,417
    )$
    100,192
    
    
    $
    96,385
  9. Goodwill and Intangible Assets
 Goodwill and Intangible Assets Accounting for
Impairment or Disposal of Long-Lived Assets.
 8




---



##### Table of Contents



June 30, 2008
    
    
    December 31, 2007Weighted-
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    
    
    
    
    
    
    
    AverageAmortization
    
    Gross Carrying
    
    
    Accumulated
    
    
    Net Carrying
    
    
    Amortization
    
    Gross Carrying
    
    
    Accumulated
    
    
    Net CarryingPeriod
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    Period
    
    Amount
    
    
    Amortization
    
    
    AmountDefinite-lived
intangible assets:Tradenames/Trademarks
    
    30 years
    
    $
    9,790
    
    
    $
    (1,078
    )
    
    $
    8,712
    
    
    30 years
    
    $
    9,790
    
    
    $
    (915
    )
    
    $
    8,875Licenses
    
    7 years
    
    
    438
    
    
    
    (344
    )
    
    
    94
    
    
    7 years
    
    
    438
    
    
    
    (313
    )
    
    
    125Customer relationships
    
    15 years
    
    
    13,846
    
    
    
    (885
    )
    
    
    12,961
    
    
    15 years
    
    
    14,234
    
    
    
    (459
    )
    
    
    13,775Non-compete agreement
    
    1.5 years
    
    
    88
    
    
    
    (41
    )
    
    
    47
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    $
    24,162
    
    
    $
    (2,348
    )
    
    $
    21,814
    
    
    
    
    $
    24,462
    
    
    $
    (1,687
    )
    
    $
    22,775Indefinite-lived
intangible assets:Goodwill
    
    
    
    $
    155,458
    
    
    $
    
    
    
    $
    155,458
    
    
    
    
    $
    151,189
    
    
    $
    
    
    
    $
    151,189Customer relationships
    
    
    
    
    74,800
    
    
    
    
    
    
    
    74,800
    
    
    
    
    
    74,800
    
    
    
    
    
    
    
    74,800$
    230,258
    
    
    $
    
    
    
    $
    230,258
    
    
    
    
    $
    225,989
    
    
    $
    
    
    
    $
    225,989Total consolidated goodwill
and intangible assets
    
    
    
    
    
    
    
    
    
    
    
    $
    252,072
    
    
    
    
    
    
    
    
    
    
    
    
    $
    248,764
 9




---



##### Table of Contents



Fiscal Year Ended
    
    EstimatedDecember 31,
    
    Amortization Expense2008
    
    $1,3792009
    
    $1,3272010
    
    $1,2492011
    
    $1,2492012
    
    $1,2492013
    
    $1,249
  Balance  December 31, 2007
    
    $
    151,189Currency translation adjustment
    
    
    (186
    )Post-acquisition adjustments
    
    
    4,455Balance  June 30, 2008
    
    $
    155,458
  10. Debt
  June 30,
    
    
    December 31,2008
    
    
    2007Revolving credit facilities bore interest at a weighted average of
8.0% as of June 30, 2008 and 8.5% as of December 31, 2007
    
    $
    21,500
    
    
    $
    9,5008.0% senior notes due 2013
    
    
    150,000
    
    
    
    150,000Other
    
    
    166
    
    
    
    225171,666
    
    
    
    159,725Less current maturities
    
    
    119
    
    
    
    116$
    171,547
    
    
    $
    159,609
 Credit Agreement Debtors Accounting for the Changes in
Line-of-Credit or Revolving-Debt Arrangements Debtors Accounting for a Modification or Exchange of Debt
Instruments
 10




---



##### Table of Contents



Terms, Covenants and Compliance Status 
 11. Income Taxes
  Accounting for Uncertainty in Income Taxes
   12. Commitments and Contingencies
 Warranty 
 11




---



##### Table of Contents



Balance  December 31, 2007
    
    $
    3,958Additional provisions recorded
    
    
    2,111Deduction for payments made
    
    
    (1,995
    )Currency translation adjustment
    
    
    140Balance  June 30, 2008
    
    $
    4,214
 Foreign Currency Forward Exchange Contracts  Accounting for
Derivative Instruments and Hedging Activities.
  U.S. $Local Currency
    
    U.S. $
    
    Equivalent FairAmount
    
    Equivalent
    
    ValueContracts to sell currencies:Eurodollar
    
    $
    41,588
    
    
    $
    58,928
    
    
    $
    66,119Swedish kronor
    
    
    8,000
    
    
    
    1,215
    
    
    
    1,340Japanese yen
    
    
    2,565,000
    
    
    
    25,989
    
    
    
    25,850Australian dollar
    
    
    2,400
    
    
    
    2,038
    
    
    
    2,294
  Litigation 
 13. Pension and Other Post-Retirement Benefit Plans
  12




---



##### Table of Contents



Other Post-Non-U.S. Pension
    
    
    RetirementU.S. Pension Plans
    
    
    Plans
    
    
    Benefit Plans2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Service cost
    
    $
    73
    
    
    $
    125
    
    
    $
    
    
    
    $
    
    
    
    $
    4
    
    
    $
    7Interest cost
    
    
    456
    
    
    
    441
    
    
    
    688
    
    
    
    609
    
    
    
    37
    
    
    
    34Expected return on plan assets
    
    
    (495
    )
    
    
    (381
    )
    
    
    (532
    )
    
    
    (580
    )
    
    
    
    
    
    
    Recognized actuarial loss
    
    
    (4
    )
    
    
    55
    
    
    
    68
    
    
    
    47
    
    
    
    (5
    )
    
    
    96Net periodic benefit cost
    
    
    30
    
    
    
    240
    
    
    
    224
    
    
    
    76
    
    
    
    36
    
    
    
    137Special termination benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net benefit cost
    
    $
    30
    
    
    $
    240
    
    
    $
    224
    
    
    $
    76
    
    
    $
    36
    
    
    $
    137
  Other Post-Non-U.S. Pension
    
    
    RetirementU.S. Pension Plans
    
    
    Plans
    
    
    Benefit Plans2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Service cost
    
    $
    185
    
    
    $
    250
    
    
    $
    
    
    
    $
    
    
    
    $
    9
    
    
    $
    13Interest cost
    
    
    913
    
    
    
    881
    
    
    
    1,382
    
    
    
    1,195
    
    
    
    75
    
    
    
    68Expected return on plan assets
    
    
    (986
    )
    
    
    (762
    )
    
    
    (1,069
    )
    
    
    (1,137
    )
    
    
    
    
    
    
    Recognized actuarial loss
    
    
    (4
    )
    
    
    110
    
    
    
    134
    
    
    
    94
    
    
    
    (11
    )
    
    
    192Net periodic benefit cost
    
    
    108
    
    
    
    479
    
    
    
    447
    
    
    
    152
    
    
    
    73
    
    
    
    273Special termination benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net benefit cost
    
    $
    108
    
    
    $
    479
    
    
    $
    447
    
    
    $
    152
    
    
    $
    73
    
    
    $
    273
  14. Comprehensive Income
 Reporting Comprehensive Income,
 Foreign currency translation adjustment
    
    $
    8,487Pension liability
    
    
    (5,406
    )Unrealized loss on derivatives
    
    
    (167
    )$
    2,914
  13




---



##### Table of Contents



2008
    
    
    2007Net income
    
    $
    3,555
    
    
    $
    2,728Other comprehensive income:Foreign currency translation adjustment
    
    
    3,619
    
    
    
    662Unrealized loss on derivative instruments
    
    
    
    
    
    
    (1,080
    )Comprehensive income
    
    $
    7,174
    
    
    $
    2,310
 15. Related Party Transactions
   16. Consolidating Guarantor and Non-Guarantor Financial Information
   14




---



##### 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 JUNE 30, 2008
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(Unaudited)(In thousands)REVENUES
    
    $
    
    
    
    $
    150,279
    
    
    $
    67,389
    
    
    $
    (8,428
    )
    
    $
    209,240COST OF REVENUES
    
    
    
    
    
    
    136,107
    
    
    
    57,922
    
    
    
    (8,197
    )
    
    
    185,832Gross Profit
    
    
    
    
    
    
    14,172
    
    
    
    9,467
    
    
    
    (231
    )
    
    
    23,408SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    
    
    
    
    12,083
    
    
    
    4,832
    
    
    
    (155
    )
    
    
    16,760GAIN ON SALE OF LONG-LIVED ASSETS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AMORTIZATION EXPENSE
    
    
    
    
    
    
    104
    
    
    
    237
    
    
    
    
    
    
    
    341Operating Income
    
    
    
    
    
    
    1,985
    
    
    
    4,398
    
    
    
    (76
    )
    
    
    6,307OTHER INCOME
    
    
    
    
    
    
    (3,737
    )
    
    
    (49
    )
    
    
    
    
    
    
    (3,786
    )INTEREST EXPENSE
    
    
    
    
    
    
    3,757
    
    
    
    35
    
    
    
    
    
    
    
    3,792Income Before Provision for Income Taxes
    
    
    
    
    
    
    1,965
    
    
    
    4,412
    
    
    
    (76
    )
    
    
    6,301PROVISION FOR INCOME TAXES
    
    
    
    
    
    
    2,104
    
    
    
    1,114
    
    
    
    
    
    
    
    3,218NET (LOSS) INCOME
    
    $
    
    
    
    $
    (139
    )
    
    $
    3,298
    
    
    $
    (76
    )
    
    $
    3,083
 15




---



##### Table of Contents



COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2008
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(Unaudited)(In thousands)REVENUES
    
    $
    
    
    
    $
    289,031
    
    
    $
    132,643
    
    
    $
    (15,430
    )
    
    $
    406,244COST OF REVENUES
    
    
    
    
    
    
    263,417
    
    
    
    113,630
    
    
    
    (14,976
    )
    
    
    362,071Gross Profit
    
    
    
    
    
    
    25,614
    
    
    
    19,013
    
    
    
    (454
    )
    
    
    44,173SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    
    
    
    
    22,226
    
    
    
    9,942
    
    
    
    (390
    )
    
    
    31,778GAIN ON SALE OF LONG-LIVED ASSETS
    
    
    
    
    
    
    (6,075
    )
    
    
    
    
    
    
    
    
    
    
    (6,075
    )AMORTIZATION EXPENSE
    
    
    
    
    
    
    207
    
    
    
    479
    
    
    
    
    
    
    
    686Operating Income
    
    
    
    
    
    
    9,256
    
    
    
    8,592
    
    
    
    (64
    )
    
    
    17,784OTHER (INCOME) EXPENSE
    
    
    
    
    
    
    (3,701
    )
    
    
    9,613
    
    
    
    
    
    
    
    5,912INTEREST EXPENSE (INCOME)
    
    
    
    
    
    
    7,415
    
    
    
    1,060
    
    
    
    (776
    )
    
    
    7,699Income (Loss) Before Provision for Income Taxes
    
    
    
    
    
    
    5,542
    
    
    
    (2,081
    )
    
    
    712
    
    
    
    4,173PROVISION (BENEFIT) FOR INCOME TAXES
    
    
    
    
    
    
    2,267
    
    
    
    (1,649
    )
    
    
    
    
    
    
    618NET INCOME (LOSS)
    
    $
    
    
    
    $
    3,275
    
    
    $
    (432
    )
    
    $
    712
    
    
    $
    3,555
 16




---



##### Table of Contents



COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2008
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(Unaudited)(In thousands)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    
    
    
    $
    1,709
    
    
    $
    6,889
    
    
    $
    
    
    
    $
    8,598Accounts receivable, net
    
    
    
    
    
    
    106,690
    
    
    
    34,376
    
    
    
    
    
    
    
    141,066Inventories, net
    
    
    
    
    
    
    58,235
    
    
    
    42,631
    
    
    
    (674
    )
    
    
    100,192Prepaid expenses and other current assets
    
    
    
    
    
    
    5,086
    
    
    
    8,792
    
    
    
    
    
    
    
    13,878Deferred income taxes
    
    
    
    
    
    
    15,223
    
    
    
    2,575
    
    
    
    (1,173
    )
    
    
    16,625Total current assets
    
    
    
    
    
    
    186,943
    
    
    
    95,263
    
    
    
    (1,847
    )
    
    
    280,359PROPERTY, PLANT AND
EQUIPMENT, net
    
    
    
    
    
    
    83,152
    
    
    
    13,988
    
    
    
    
    
    
    
    97,140INVESTMENT IN SUBSIDIARIES
    
    
    427,792
    
    
    
    (110,463
    )
    
    
    45,503
    
    
    
    (362,832
    )
    
    
    GOODWILL
    
    
    
    
    
    
    113,940
    
    
    
    41,518
    
    
    
    
    
    
    
    155,458INTANGIBLE ASSETS, net
    
    
    
    
    
    
    83,606
    
    
    
    13,008
    
    
    
    
    
    
    
    96,614OTHER ASSETS, net
    
    
    
    
    
    
    13,796
    
    
    
    4,638
    
    
    
    (7,175
    )
    
    
    11,259TOTAL ASSETS
    
    $
    427,792
    
    
    $
    370,974
    
    
    $
    213,918
    
    
    $
    (371,854
    )
    
    $
    640,830LIABILITIES AND STOCKHOLDERS INVESTMENTCURRENT LIABILITIES:Current maturities of long-term debt
    
    $
    
    
    
    $
    119
    
    
    $
    
    
    
    $
    
    
    
    $
    119Accounts payable
    
    
    
    
    
    
    60,526
    
    
    
    36,349
    
    
    
    
    
    
    
    96,875Accrued liabilities
    
    
    
    
    
    
    31,455
    
    
    
    13,102
    
    
    
    (1,949
    )
    
    
    42,608Total current liabilities
    
    
    
    
    
    
    92,100
    
    
    
    49,451
    
    
    
    (1,949
    )
    
    
    139,602LONG-TERM DEBT, net of current maturities
    
    
    
    
    
    
    171,521
    
    
    
    25,742
    
    
    
    (25,716
    )
    
    
    171,547DEFERRED TAX LIABILITIES
    
    
    
    
    
    
    35,084
    
    
    
    (816
    )
    
    
    (7,176
    )
    
    
    27,092PENSION AND OTHER POST-RETIREMENT BENEFITS
    
    
    
    
    
    
    6,608
    
    
    
    10,957
    
    
    
    
    
    
    
    17,565OTHER LONG-TERM LIABILITIES
    
    
    
    
    
    
    484
    
    
    
    10,087
    
    
    
    
    
    
    
    10,571Total liabilities
    
    
    
    
    
    
    305,797
    
    
    
    95,421
    
    
    
    (34,841
    )
    
    
    366,377STOCKHOLDERS INVESTMENT
    
    
    427,792
    
    
    
    65,177
    
    
    
    118,497
    
    
    
    (337,013
    )
    
    
    274,453TOTAL LIABILITIES AND
STOCKHOLDERS INVESTMENT
    
    $
    427,792
    
    
    $
    370,974
    
    
    $
    213,918
    
    
    $
    (371,854
    )
    
    $
    640,830
 17




---



##### Table of Contents



COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2008
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(Unaudited)(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    
    
    
    $
    3,275
    
    
    $
    (432
    )
    
    $
    712
    
    
    $
    3,555Adjustments to reconcile net income
to net
cash provided by operating
activities:Depreciation and amortization
    
    
    
    
    
    
    7,128
    
    
    
    2,348
    
    
    
    
    
    
    
    9,476Noncash amortization of debt
financing costs
    
    
    
    
    
    
    449
    
    
    
    
    
    
    
    
    
    
    
    449Stock-based compensation expense
    
    
    
    
    
    
    1,944
    
    
    
    
    
    
    
    
    
    
    
    1,944Gain on sale of long-lived assets
    
    
    
    
    
    
    (6,049
    )
    
    
    (17
    )
    
    
    
    
    
    
    (6,066
    )Deferred income tax benefit
    
    
    
    
    
    
    (1,922
    )
    
    
    (1,961
    )
    
    
    
    
    
    
    (3,883
    )Noncash gain on forward exchange
contracts
    
    
    
    
    
    
    
    
    
    
    5,936
    
    
    
    
    
    
    
    5,936Change in other operating items
    
    
    
    
    
    
    (16,771
    )
    
    
    (5,058
    )
    
    
    (712
    )
    
    
    (22,541
    )Net cash (used in) provided
by operating activities
    
    
    
    
    
    
    (11,946
    )
    
    
    816
    
    
    
    
    
    
    
    (11,130
    )CASH FLOWS FROM INVESTING
ACTIVITIES:Purchases of property, plant and
equipment
    
    
    
    
    
    
    (5,564
    )
    
    
    (1,260
    )
    
    
    
    
    
    
    (6,824
    )Proceeds from disposal/sale of
property, plant
and equipment
    
    
    
    
    
    
    7,434
    
    
    
    20
    
    
    
    
    
    
    
    7,454Other asset and liabilities
    
    
    
    
    
    
    (676
    )
    
    
    (4,301
    )
    
    
    
    
    
    
    (4,977
    )Net cash provided by (used
in) investing activities
    
    
    
    
    
    
    1,194
    
    
    
    (5,541
    )
    
    
    
    
    
    
    (4,347
    )CASH FLOWS FROM FINANCING ACTIVITIES:Repayment of revolving credit
facility
    
    
    
    
    
    
    (89,000
    )
    
    
    
    
    
    
    
    
    
    
    (89,000
    )Borrowings under revolving credit
facility
    
    
    
    
    
    
    101,000
    
    
    
    
    
    
    
    
    
    
    
    101,000Payments on capital lease
obligations
    
    
    
    
    
    
    (57
    )
    
    
    (7
    )
    
    
    
    
    
    
    (64
    )Other, net
    
    
    
    
    
    
    (251
    )
    
    
    
    
    
    
    
    
    
    
    (251
    )Net cash provided by (used
in) financing activities
    
    
    
    
    
    
    11,692
    
    
    
    (7
    )
    
    
    
    
    
    
    11,685EFFECT OF CURRENCY EXCHANGE RATECHANGES ON CASH AND CASH
EQUIVALENTS
    
    
    
    
    
    
    (580
    )
    
    
    3,103
    
    
    
    
    
    
    
    2,523NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
    
    
    
    
    
    
    360
    
    
    
    (1,629
    )
    
    
    
    
    
    
    (1,269
    )CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    
    
    
    
    1,349
    
    
    
    8,518
    
    
    
    
    
    
    
    9,867End of period
    
    $
    
    
    
    $
    1,709
    
    
    $
    6,889
    
    
    $
    
    
    
    $
    8,598
 18




---



##### 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 JUNE 30, 2007
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(Unaudited)(In thousands)REVENUES
    
    $
    
    
    
    $
    118,831
    
    
    $
    43,973
    
    
    $
    (4,238
    )
    
    $
    158,566COST OF REVENUES
    
    
    
    
    
    
    108,408
    
    
    
    37,371
    
    
    
    (3,832
    )
    
    
    141,947Gross Profit
    
    
    
    
    
    
    10,423
    
    
    
    6,602
    
    
    
    (406
    )
    
    
    16,619SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    
    
    
    
    11,045
    
    
    
    3,842
    
    
    
    (277
    )
    
    
    14,610AMORTIZATION EXPENSE
    
    
    
    
    
    
    104
    
    
    
    155
    
    
    
    
    
    
    
    259RESTRUCTURING CHARGES
    
    
    
    
    
    
    998
    
    
    
    
    
    
    
    
    
    
    
    998Operating (Loss) Income
    
    
    
    
    
    
    (1,724
    )
    
    
    2,605
    
    
    
    (129
    )
    
    
    752OTHER INCOME
    
    
    
    
    
    
    (425
    )
    
    
    (1,678
    )
    
    
    
    
    
    
    (2,103
    )INTEREST EXPENSE
    
    
    
    
    
    
    3,204
    
    
    
    332
    
    
    
    
    
    
    
    3,536LOSS ON EARLY
EXTINGUISHMENT OF DEBT
    
    
    
    
    
    
    24
    
    
    
    125
    
    
    
    
    
    
    
    149(Loss) Income Before
Provision for
Income Taxes
    
    
    
    
    
    
    (4,527
    )
    
    
    3,826
    
    
    
    (129
    )
    
    
    (830
    )(BENEFIT) PROVISION FOR
INCOME TAXES
    
    
    
    
    
    
    (1,789
    )
    
    
    1,190
    
    
    
    
    
    
    
    (599
    )NET (LOSS) INCOME
    
    $
    
    
    
    $
    (2,738
    )
    
    $
    2,636
    
    
    $
    (129
    )
    
    $
    (231
    )
 19




---



##### Table of Contents



COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2007
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(Unaudited)(In thousands)REVENUES
    
    $
    
    
    
    $
    277,230
    
    
    $
    85,853
    
    
    $
    (5,716
    )
    
    $
    357,367COST OF REVENUES
    
    
    
    
    
    
    246,824
    
    
    
    72,671
    
    
    
    (5,016
    )
    
    
    314,479Gross Profit
    
    
    
    
    
    
    30,406
    
    
    
    13,182
    
    
    
    (700
    )
    
    
    42,888SELLING, GENERAL AND
ADMINISTRATIVE
EXPENSES
    
    
    
    
    
    
    23,009
    
    
    
    7,717
    
    
    
    (562
    )
    
    
    30,164AMORTIZATION EXPENSE
    
    
    
    
    
    
    207
    
    
    
    155
    
    
    
    
    
    
    
    362RESTRUCTURING
CHARGES
    
    
    
    
    
    
    998
    
    
    
    
    
    
    
    
    
    
    
    998Operating Income
    
    
    
    
    
    
    6,192
    
    
    
    5,310
    
    
    
    (138
    )
    
    
    11,364OTHER (INCOME)
EXPENSE
    
    
    
    
    
    
    (356
    )
    
    
    573
    
    
    
    
    
    
    
    217INTEREST EXPENSE
    
    
    
    
    
    
    6,560
    
    
    
    613
    
    
    
    
    
    
    
    7,173LOSS ON EARLY
EXTINGUISHMENT OF
DEBT
    
    
    
    
    
    
    24
    
    
    
    125
    
    
    
    
    
    
    
    149(Loss) Income
Before Provision
for
Income Taxes
    
    
    
    
    
    
    (36
    )
    
    
    3,999
    
    
    
    (138
    )
    
    
    3,825PROVISION FOR
INCOME TAXES
    
    
    
    
    
    
    38
    
    
    
    1,059
    
    
    
    
    
    
    
    1,097NET (LOSS) INCOME
    
    $
    
    
    
    $
    (74
    )
    
    $
    2,940
    
    
    $
    (138
    )
    
    $
    2,728
 20




---



##### Table of Contents



COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2007
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(In thousands)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    
    
    
    $
    1,349
    
    
    $
    8,518
    
    
    $
    
    
    
    $
    9,867Accounts receivable, net
    
    
    
    
    
    
    242,842
    
    
    
    34,824
    
    
    
    (169,979
    )
    
    
    107,687Inventories, net
    
    
    
    
    
    
    58,757
    
    
    
    38,238
    
    
    
    (610
    )
    
    
    96,385Prepaid expenses
    
    
    
    
    
    
    3,175
    
    
    
    7,914
    
    
    
    5,419
    
    
    
    16,508Deferred income taxes
    
    
    
    
    
    
    15,223
    
    
    
    624
    
    
    
    (2,858
    )
    
    
    12,989Total current assets
    
    
    
    
    
    
    321,346
    
    
    
    90,118
    
    
    
    (168,028
    )
    
    
    243,436PROPERTY, PLANT AND
EQUIPMENT, net
    
    
    
    
    
    
    85,817
    
    
    
    12,441
    
    
    
    
    
    
    
    98,258INVESTMENT IN SUBSIDIARIES
    
    
    417,428
    
    
    
    (100,082
    )
    
    
    45,502
    
    
    
    (362,848
    )
    
    
    GOODWILL
    
    
    
    
    
    
    113,787
    
    
    
    37,402
    
    
    
    
    
    
    
    151,189INTANGIBLE ASSETS, net
    
    
    
    
    
    
    83,800
    
    
    
    13,775
    
    
    
    
    
    
    
    97,575OTHER ASSETS, net
    
    
    
    
    
    
    8,631
    
    
    
    
    
    
    
    
    
    
    
    8,631DEFERRED INCOME TAXES
    
    
    
    
    
    
    4,172
    
    
    
    3,323
    
    
    
    (7,495
    )
    
    
    TOTAL ASSETS
    
    $
    417,428
    
    
    $
    517,471
    
    
    $
    202,561
    
    
    $
    (538,371
    )
    
    $
    599,089LIABILITIES AND STOCKHOLDERS INVESTMENTCURRENT LIABILITIES:Current maturities of
long-term debt
    
    $
    
    
    
    $
    116
    
    
    $
    
    
    
    $
    
    
    
    $
    116Accounts payable
    
    
    
    
    
    
    220,923
    
    
    
    42,089
    
    
    
    (169,979
    )
    
    
    93,033Accrued liabilities
    
    
    
    
    
    
    21,128
    
    
    
    9,426
    
    
    
    2,561
    
    
    
    33,115Total current liabilities
    
    
    
    
    
    
    242,167
    
    
    
    51,515
    
    
    
    (167,418
    )
    
    
    126,264LONG-TERM DEBT, net
    
    
    
    
    
    
    159,581
    
    
    
    25,744
    
    
    
    (25,716
    )
    
    
    159,609DEFERRED TAX LIABILITIES
    
    
    
    
    
    
    35,387
    
    
    
    (816
    )
    
    
    (7,495
    )
    
    
    27,076OTHER LONG-TERM LIABILITIES
    
    
    
    
    
    
    7,614
    
    
    
    13,191
    
    
    
    
    
    
    
    20,805Total liabilities
    
    
    
    
    
    
    444,749
    
    
    
    89,634
    
    
    
    (200,629
    )
    
    
    333,754STOCKHOLDERS INVESTMENT
    
    
    417,428
    
    
    
    72,722
    
    
    
    112,927
    
    
    
    (337,742
    )
    
    
    265,335TOTAL LIABILITIES AND
STOCKHOLDERS
INVESTMENT
    
    $
    417,428
    
    
    $
    517,471
    
    
    $
    202,561
    
    
    $
    (538,371
    )
    
    $
    599,089
 21




---



##### Table of Contents



COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2007
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(Unaudited)(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net (loss) income
    
    $
    
    
    
    $
    (74
    )
    
    $
    2,940
    
    
    $
    (138
    )
    
    $
    2,728Adjustments to reconcile net income
to net
cash provided by operating activities:Depreciation and amortization
    
    
    
    
    
    
    6,377
    
    
    
    1,350
    
    
    
    
    
    
    
    7,727Noncash amortization of debt
financing costs
    
    
    
    
    
    
    416
    
    
    
    20
    
    
    
    
    
    
    
    436Loss on early extinguishment of
debt
    
    
    
    
    
    
    24
    
    
    
    125
    
    
    
    
    
    
    
    149Stock-based compensation expense
    
    
    
    
    
    
    1,696
    
    
    
    
    
    
    
    
    
    
    
    1,696Loss on sale of assets
    
    
    
    
    
    
    119
    
    
    
    22
    
    
    
    
    
    
    
    141Deferred income tax provision
    
    
    
    
    
    
    (224
    )
    
    
    (46
    )
    
    
    
    
    
    
    (270
    )Noncash loss on forward exchange
contracts
    
    
    
    
    
    
    
    
    
    
    586
    
    
    
    
    
    
    
    586Change in other operating items
    
    
    
    
    
    
    (5,023
    )
    
    
    15,285
    
    
    
    138
    
    
    
    10,400Net cash provided by operating
activities
    
    
    
    
    
    
    3,311
    
    
    
    20,282
    
    
    
    
    
    
    
    23,593CASH FLOWS FROM INVESTING
ACTIVITIES:Purchases of property, plant and
equipment
    
    
    
    
    
    
    (5,037
    )
    
    
    (1,494
    )
    
    
    
    
    
    
    (6,531
    )Proceeds from disposal/sale of
property, plant
and equipment
    
    
    
    
    
    
    
    
    
    
    101
    
    
    
    
    
    
    
    101Post-acquisition and acquisition
payments, net
of cash received
    
    
    
    
    
    
    
    
    
    
    (487
    )
    
    
    
    
    
    
    (487
    )Other asset and liabilities
    
    
    
    
    
    
    (21
    )
    
    
    
    
    
    
    
    
    
    
    (21
    )Net cash used in investing
activities
    
    
    
    
    
    
    (5,058
    )
    
    
    (1,880
    )
    
    
    
    
    
    
    (6,938
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common
stock
under equity incentive plans
    
    
    
    
    
    
    463
    
    
    
    
    
    
    
    
    
    
    
    463Excess tax benefits from equity
incentive plans
    
    
    
    
    
    
    39
    
    
    
    
    
    
    
    
    
    
    
    39Repayment of revolving credit
facility
    
    
    
    
    
    
    (47,500
    )
    
    
    (8,911
    )
    
    
    
    
    
    
    (56,411
    )Borrowings under revolving credit
facility
    
    
    
    
    
    
    47,500
    
    
    
    7,426
    
    
    
    
    
    
    
    54,926Repayments of long-term debt
    
    
    
    
    
    
    
    
    
    
    (10,295
    )
    
    
    
    
    
    
    (10,295
    )Other, net
    
    
    
    
    
    
    (59
    )
    
    
    (9
    )
    
    
    
    
    
    
    (68
    )Net cash provided by
(used in) financing
activities
    
    
    
    
    
    
    443
    
    
    
    (11,789
    )
    
    
    
    
    
    
    (11,346
    )EFFECT OF CURRENCY EXCHANGE RATE
CHANGES ON CASH AND CASH
EQUIVALENTS
    
    
    
    
    
    
    20
    
    
    
    (725
    )
    
    
    
    
    
    
    (705
    )NET (DECREASE) INCREASE IN CASH
AND CASH
EQUIVALENTS
    
    
    
    
    
    
    (1,284
    )
    
    
    5,888
    
    
    
    
    
    
    
    4,604CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    
    
    
    
    18,268
    
    
    
    1,553
    
    
    
    
    
    
    
    19,821End of period
    
    $
    
    
    
    $
    16,984
    
    
    $
    7,441
    
    
    $
    
    
    
    $
    24,425
 22




---



##### Table of Contents



ITEM 2 
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Company Overview
      23




---



##### Table of Contents




    
    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 or assembly facilities; and
    
    implementing Lean Manufacturing and Total Quality Production System (TQPS) initiatives
to improve operating efficiency and product quality.
   Results of Operations
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of Revenues
    
    
    88.8
    
    
    
    89.5
    
    
    
    89.1
    
    
    
    88.0Gross Profit
    
    
    11.2
    
    
    
    10.5
    
    
    
    10.9
    
    
    
    12.0Selling, General and Administrative Expenses
    
    
    8.0
    
    
    
    9.2
    
    
    
    7.8
    
    
    
    8.4Gain on Sale of Long-Lived Assets
    
    
    
    
    
    
    
    
    
    
    (1.5
    )
    
    
    Amortization Expense
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.1Restructuring Charges
    
    
    
    
    
    
    0.6
    
    
    
    
    
    
    
    0.3Operating Income
    
    
    3.0
    
    
    
    0.5
    
    
    
    4.4
    
    
    
    3.2Other (Income) Expense
    
    
    (1.8
    )
    
    
    (1.3
    )
    
    
    1.5
    
    
    
    0.1Interest Expense
    
    
    1.8
    
    
    
    2.2
    
    
    
    1.9
    
    
    
    2.0Loss on Early Extinguishment of Debt
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    Income (Loss) Before Provision for Income Taxes
    
    
    3.0
    
    
    
    (0.5
    )
    
    
    1.0
    
    
    
    1.1Provision (Benefit) for Income Taxes
    
    
    1.5
    
    
    
    (0.4
    )
    
    
    0.2
    
    
    
    0.3Net Income (Loss)
    
    
    1.5
    %
    
    
    (0.1
    )%
    
    
    0.8
    %
    
    
    0.8
    %
 24




---



##### Table of Contents



Three Months Ended June 30, 2008 Compared to Three Months Ended June 30, 2007
 Revenues
 Gross Profit
 Selling, General and Administrative Expenses
 Amortization Expense.
 Restructuring Charges
 Other Income
 Interest Expense
 Loss on Early Extinguishment of Debt
 Provision Benefit) for Income Taxes
 Net Income (Loss)
 25




---



##### Table of Contents



Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007
 Revenues
 Gross Profit
 Selling, General and Administrative Expenses
 Gain on Sale of Long-Lived Assets
 Amortization Expense.
 Restructuring Charges
 Other Expense
 Interest Expense
 Loss on Early Extinguishment of Debt
 Provision for Income Taxes
 Net Income
 26




---



##### Table of Contents



Liquidity and Capital Resources
 Cash Flows
    Debt and Credit Facilities
  
    
    $21.5 million under our revolving credit facility, which
provides for up to $50.0 million of borrowings;
    
    $0.2 million of capital lease obligations; and
    
    $150.0 million of 8.0% senior notes due 2013.
  Debtors Accounting for a Modification or Exchange of
Debt Instruments,
  EBITDA to CashQuarter(s) Ending
    
    Interest Expense Ratio06/30/2008 and 09/30/2008
    
    
    2.25 to 1.0012/31/2008 and each fiscal quarter thereafter
    
    
    2.50 to 1.00
 27




---



##### Table of Contents



Fixed ChargeQuarter(s) Ending
    
    Coverage Ratio06/30/2008
    
    
    .85 to 1.0009/30/2008, 12/31/2008 and 03/31/2009
    
    
    .90 to 1.006/30/2009
    
    
    1.00 to 1.009/30/2009
    
    
    1.15 to 1.0012/31/2009 and each fiscal quarter thereafter
    
    
    1.25 to 1.00
 Maximum Ratio ofQuarter(s) Ending
    

Total Indebtedness06/30/2008
    
    
    5.65 to 1.0009/30/2008
    
    
    5.15 to 1.0012/31/2008
    
    
    4.75 to 1.0003/31/2009
    
    
    4.50 to 1.0006/30/2009
    
    
    4.00 to 1.0009/30/2009
    
    
    3.50 to 1.0012/31/2009 and each fiscal quarter thereafter
    
    
    3.00 to 1.00
   Update on Contractual Obligations
 Accounting for Uncertainty in Income Taxes
 Forward-Looking Statements
  28




---



##### Table of Contents



ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4  CONTROLS AND PROCEDURES
    29




---



##### Table of Contents



PART II. OTHER INFORMATION
 COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
       a.
    
    The following directors were elected for terms expiring at the annual meeting in 2011:
 Votes For
    
    Votes WithheldDavid R. Bovee
    
    
    20,385,440
    
    
    
    831,590Scott D. Rued
    
    
    20,426,940
    
    
    
    790,090
 Mervin Dunn and S. A. Johnson continue to serve as directors for terms expiring at the annual
meeting in 2009; and Scott C. Arves, Robert C. Griffin and Richard A. Snell continue to serve as
directors for terms expiring at the annual meeting in 2010.b.
    
    The appointment of Deloitte & Touche LLP as our independent registered public accounting firm
for the fiscal year ending December 31, 2008 was ratified:
 Shares Voted For
    
    
    
    Shares VotedProposal
    
    
    
    Against Proposal
    
    Abstain
    
    Broker Non-Votes20,762,141
    
    
    
    
    
    449,254
    
    
    
    5,635
    
    
    
    0
 30




---



##### Table of Contents



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.
 31




---



##### Table of Contents



SIGNATURE
  COMMERCIAL VEHICLE GROUP, INC.Date:  August 7, 2008
    By:
    /s/ Chad M. UtrupChad M. UtrupChief Financial Officer
(Principal financial and accounting officer

and duly authorized officer) 32