##### 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, 2009
 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
(State or other jurisdiction of 
incorporation or organization)
    
    41-1990662
(I.R.S. Employer
Identification No.)7800 Walton Parkway 
New Albany, Ohio
(Address of principal executive offices)
    
    43054
(Zip Code)
 (614) 289-5360
 Not Applicable
  þ o
  o 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




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TABLE OF CONTENTS  EX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  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, 2009 AND 2008 (UNAUDITED)
    
    
    1CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2009 AND DECEMBER 31, 2008 (UNAUDITED)
    
    
    2CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008 (UNAUDITED)
    
    
    3NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
    
    
    4ITEM 2
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    28ITEM 3
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    37ITEM 4
    
    CONTROLS AND PROCEDURES
    
    
    37PART II
    
    OTHER INFORMATION
    
    
    38SIGNATURES
    
    
    
    
    43
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##### 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 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)(In Thousands, except per share
    
    
    (In Thousands, except per shareamounts)
    
    
    amounts)REVENUES
    
    $
    103,503
    
    
    $
    209,240
    
    
    $
    212,033
    
    
    $
    406,244COST OF REVENUES
    
    
    104,592
    
    
    
    185,832
    
    
    
    216,371
    
    
    
    362,071Gross (Loss) Profit
    
    
    (1,089
    )
    
    
    23,408
    
    
    
    (4,338
    )
    
    
    44,173SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
    
    
    10,366
    
    
    
    16,760
    
    
    
    23,709
    
    
    
    31,778AMORTIZATION EXPENSE
    
    
    97
    
    
    
    341
    
    
    
    194
    
    
    
    686GAIN ON SALE OF LONG-LIVED ASSETS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,075
    )INTANGIBLE ASSET IMPAIRMENT
    
    
    7,000
    
    
    
    
    
    
    
    7,000
    
    
    
    LONG-LIVED ASSET IMPAIRMENT
    
    
    3,445
    
    
    
    
    
    
    
    3,445
    
    
    
    RESTRUCTURING COSTS
    
    
    235
    
    
    
    
    
    
    
    1,947
    
    
    
    Operating (Loss) Income
    
    
    (22,232
    )
    
    
    6,307
    
    
    
    (40,633
    )
    
    
    17,784OTHER (INCOME) EXPENSE
    
    
    (3,505
    )
    
    
    (3,786
    )
    
    
    (8,397
    )
    
    
    5,912INTEREST EXPENSE
    
    
    3,666
    
    
    
    3,792
    
    
    
    7,310
    
    
    
    7,699LOSS ON EARLY EXTINGUISHMENT OF DEBT
    
    
    
    
    
    
    
    
    
    
    795
    
    
    
    Loss Before (Benefit) Provision For Income Taxes
    
    
    (22,393
    )
    
    
    6,301
    
    
    
    (40,341
    )
    
    
    4,173PROVISION FOR INCOME TAXES
    
    
    120
    
    
    
    3,218
    
    
    
    1,576
    
    
    
    618NET (LOSS) INCOME
    
    $
    (22,513
    )
    
    $
    3,083
    
    
    $
    (41,917
    )
    
    $
    3,555(LOSS) EARNINGS PER COMMON SHARE:Basic
    
    $
    (1.04
    )
    
    $
    0.14
    
    
    $
    (1.93
    )
    
    $
    0.17Diluted
    
    $
    (1.04
    )
    
    $
    0.14
    
    
    $
    (1.93
    )
    
    $
    0.16WEIGHTED AVERAGE SHARES OUTSTANDING:Basic
    
    
    21,747
    
    
    
    21,537
    
    
    
    21,747
    
    
    
    21,537Diluted
    
    
    21,747
    
    
    
    21,711
    
    
    
    21,747
    
    
    
    21,676
  1




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COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED BALANCE SHEETS
 June 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)
    
    
    (Unaudited)(In thousands, except pershare amounts)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    6,109
    
    
    $
    7,310Accounts receivable, net of reserve for doubtful accounts of $2,916
and $3,419, respectively
    
    
    67,573
    
    
    
    100,898Inventories, net
    
    
    60,971
    
    
    
    90,782Prepaid expenses
    
    
    12,871
    
    
    
    20,428Total current assets
    
    
    147,524
    
    
    
    219,418PROPERTY, PLANT AND EQUIPMENT, net
    
    
    81,408
    
    
    
    90,392INTANGIBLE ASSETS, net of accumulated amortization of $1,812 and
$1,618, respectively
    
    
    27,416
    
    
    
    34,610OTHER ASSETS, net
    
    
    13,080
    
    
    
    10,341TOTAL ASSETS
    
    $
    269,428
    
    
    $
    354,761LIABILITIES AND STOCKHOLDERS INVESTMENTCURRENT LIABILITIES:Current maturities of long-term debt
    
    $
    3,404
    
    
    $
    81Accounts payable
    
    
    47,380
    
    
    
    73,451Accrued liabilities, other
    
    
    36,869
    
    
    
    43,417Total current liabilities
    
    
    87,653
    
    
    
    116,949LONG-TERM DEBT, net of current maturities
    
    
    150,008
    
    
    
    164,814PENSION AND OTHER POST-RETIREMENT BENEFITS
    
    
    20,345
    
    
    
    19,885OTHER LONG-TERM LIABILITIES
    
    
    5,673
    
    
    
    9,171Total liabilities
    
    
    263,679
    
    
    
    310,819COMMITMENTS AND CONTINGENCIES (Note 12)STOCKHOLDERS INVESTMENT:Common stock $.01 par value; 30,000,000 shares authorized; 21,746,681
and 21,746,415 shares issued and outstanding, respectively
    
    
    217
    
    
    
    217Treasury stock purchased from employees; 46,474 shares
    
    
    (455
    )
    
    
    (455
    )Additional paid-in capital
    
    
    182,306
    
    
    
    180,848Retained loss
    
    
    (160,228
    )
    
    
    (118,311
    )Accumulated other comprehensive loss
    
    
    (16,091
    )
    
    
    (18,357
    )Total stockholders investment
    
    
    5,749
    
    
    
    43,942TOTAL LIABILITIES AND STOCKHOLDERS INVESTMENT
    
    $
    269,428
    
    
    $
    354,761
  2




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##### Table of Contents



COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Six Months EndedJune 30,2009
    
    
    
    
    
    
    2008(Unaudited)
    
    
    
    
    
    
    (Unaudited)(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net (loss) income
    
    $
    (41,917
    )
    
    
    
    
    
    $
    3,555Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:Depreciation and amortization
    
    
    8,853
    
    
    
    
    
    
    
    9,476Noncash amortization of debt financing costs
    
    
    685
    
    
    
    
    
    
    
    449Loss on early extinguishment of debt
    
    
    795
    
    
    
    
    
    
    
    Share-based compensation expense
    
    
    1,458
    
    
    
    
    
    
    
    1,944Loss (gain) on sale of assets
    
    
    552
    
    
    
    
    
    
    
    (6,066
    )Deferred income tax benefit
    
    
    
    
    
    
    
    
    
    
    (3,883
    )Noncash (income) loss on forward exchange contracts
    
    
    (8,350
    )
    
    
    
    
    
    
    5,936Intangible asset impairment
    
    
    7,000
    
    
    
    
    
    
    
    Long-lived asset impairment
    
    
    3,445
    
    
    
    
    
    
    
    Change in other operating items
    
    
    45,783
    
    
    
    
    
    
    
    (22,541
    )Net cash provided by (used in) operating activities
    
    
    18,304
    
    
    
    
    
    
    
    (11,130
    )CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    (3,177
    )
    
    
    
    
    
    
    (6,824
    )Proceeds from disposal/sale of property, plant and equipment
    
    
    14
    
    
    
    
    
    
    
    7,454Other investing activities
    
    
    (1,529
    )
    
    
    
    
    
    
    (4,977
    )Net cash used in investing activities
    
    
    (4,692
    )
    
    
    
    
    
    
    (4,347
    )CASH FLOWS FROM FINANCING ACTIVITIES:Repayment of revolving credit facility
    
    
    (191,656
    )
    
    
    
    
    
    
    (89,000
    )Borrowings under revolving credit facility
    
    
    180,240
    
    
    
    
    
    
    
    101,000Payments on capital lease obligations
    
    
    (72
    )
    
    
    
    
    
    
    (64
    )Debt issuance costs and other
    
    
    (2,669
    )
    
    
    
    
    
    
    (251
    )Net cash (used in) provided by financing activities
    
    
    (14,157
    )
    
    
    
    
    
    
    11,685EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
    
    
    (656
    )
    
    
    
    
    
    
    2,523NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (1,201
    )
    
    
    
    
    
    
    (1,269
    )CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    7,310
    
    
    
    
    
    
    
    9,867End of period
    
    $
    6,109
    
    
    
    
    
    
    $
    8,598SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for interest
    
    $
    6,568
    
    
    
    
    
    
    $
    6,680Cash refund for income taxes, net
    
    $
    (4,858
    )
    
    
    
    
    
    $
    (4,263
    )
  3




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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 Accounting for Leases
 Determining Fair Value of a Financial Asset When
the Market for that Asset is Not Active
 Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That
Are Not Orderly.
 Business Combinations Noncontrolling Interests in Consolidated Finance Statements
 4




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Disclosures about Derivative Instruments and Hedging
Activities an Amendment of FASB No. 133. S Accounting for Derivative Instruments and Hedging Activities.
 Determination of the Useful Life of Intangible
Assets Goodwill and Other Intangible Assets
 Determining
Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities
 Employers Disclosures about Postretirement
Benefit Plan Assets Employers Disclosures about
Pensions and Other Postretirement Benefits
 Interim
Disclosure about Fair Value of Financial Instruments, Disclosures about the Fair Value of Financial Instruments
 Recognition and Presentation of
Other-Than-Temporary Impairments
 5




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##### Table of Contents



Subsequent Events
 Accounting for Transfers of Financial Assets, an
amendment of FASB Statement No. 140.
 Amendments to FASB Interpretation No. 46(R)
 The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principlesa replacement of FASB Statement
No. 162.
 3. Fair Value Measurement
   Level 1  Unadjusted quoted prices in active markets for identical assets and
liabilities.
 Level 2  Observable inputs other than those included in Level 1. For example, quoted
prices for similar assets or liabilities in active markets or quoted prices for
identical assets or liabilities in inactive markets.
 Level 3  Unobservable inputs reflecting managements own assumptions about the inputs
used in pricing the asset or liability.
  6




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June 30, 2009
    
    
    December 31, 2008Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Derivative assets (1)
    
    $
    19
    
    
    $
    
    
    
    $
    19
    
    
    $
    
    
    
    $
    32
    
    
    $
    
    
    
    $
    32
    
    
    $
    Deferred compensation (2)
    
    
    1,306
    
    
    
    1,306
    
    
    
    
    
    
    
    
    
    
    
    1,223
    
    
    
    1,223
    
    
    
    
    
    
    
    Total assets
    
    $
    1,325
    
    
    $
    1,306
    
    
    $
    19
    
    
    $
    
    
    
    $
    1,255
    
    
    $
    1,223
    
    
    $
    32
    
    
    $
    Derivative liabilities (1)
    
    $
    6,968
    
    
    $
    
    
    
    $
    6,968
    
    
    $
    
    
    
    $
    15,331
    
    
    $
    
    
    
    $
    15,331
    
    
    $
    
 
 (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.   June 30, 2009
    
    December 31, 2008Carrying
    
    
    
    
    
    CarryingAmount
    
    Fair Value
    
    Amount
    
    Fair ValueCash and cash equivalents
    
    $
    6,109
    
    
    $
    6,109
    
    
    $
    7,310
    
    
    $
    7,310Current maturities of long-term debt
    
    $
    3,404
    
    
    $
    3,404
    
    
    $
    81
    
    
    $
    81Long-term debt and capital leases
    
    $
    150,008
    
    
    $
    85,508
    
    
    $
    164,814
    
    
    $
    72,014
  Cash and cash equivalents and current maturities of long-term debt
 Long-term debt and capital leases
  Fair Value Measurements UsingTotal GainsTotal
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    (Losses)Property, plant and equipment, net
    
    $
    81,408
    
    
    $
    
    
    
    $
    
    
    
    $
    81,408
    
    
    $
    (3,445
    )Indefinite-lived intangible asset
    
    $
    19,000
    
    
    $
    
    
    
    $
    
    
    
    $
    19,000
    
    
    
    (7,000
    )$
    (10,445
    )
 Goodwill and Intangible Assets
  7




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Accounting for
Impairment or Disposal of Long-Lived Assets,
 ,
 4. Restructuring Activities
 Accounting for Costs Associated with Exit or Disposal Activities
 Facility Exitand OtherEmployee
    
    
    ContractualCosts
    
    
    Costs
    
    
    TotalBalance  December 31, 2008
    
    $
    
    
    
    $
    
    
    
    $
    Provision
    
    
    1,712
    
    
    
    
    
    
    
    1,712Deductions for payments made
    
    
    (1,620
    )
    
    
    
    
    
    
    (1,620
    )Balance  June 30, 2009
    
    $
    92
    
    
    $
    
    
    
    $
    92
 5. Share-Based Compensation
 Stock Option Grants and Restricted Stock Awards
  8




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##### Table of Contents



Weighted-AverageGrant-Date FairShares (000s)
    
    
    ValueNonvested at December 31, 2008
    
    
    1,072
    
    
    $
    8.49Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Forfeited
    
    
    (55
    )
    
    
    4.94Nonvested at June 30, 2009
    
    
    1,017
    
    
    $
    8.63
  6. Stockholders Investment
 Common Stock 
 Preferred Stock 
 Earnings Per Share  Earnings per Share Share Based Payment
 9




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##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net (loss) income applicable to common shareholders  basic and diluted
    
    $
    (22,513
    )
    
    $
    3,083
    
    
    $
    (41,917
    )
    
    $
    3,555Weighted average number of common shares outstanding
    
    
    21,747
    
    
    
    21,537
    
    
    
    21,747
    
    
    
    21,537Dilutive effect of outstanding stock options and restricted stock grants after application of the treasury stock method
    
    
    
    
    
    
    174
    
    
    
    
    
    
    
    139Dilutive shares outstanding
    
    
    21,747
    
    
    
    21,711
    
    
    
    21,747
    
    
    
    21,676Basic (loss) earnings per share
    
    $
    (1.04
    )
    
    $
    0.14
    
    
    $
    (1.93
    )
    
    $
    0.17Diluted (loss) earnings per share
    
    $
    (1.04
    )
    
    $
    0.14
    
    
    $
    (1.93
    )
    
    $
    0.16
  Dividends 
 Stockholder Rights Plan
  7. Accounts Receivable
  8. Inventories
  June 30,
    
    
    December 31,2009
    
    
    2008Raw materials
    
    $
    43,334
    
    
    $
    57,954Work in process
    
    
    9,284
    
    
    
    19,763Finished goods
    
    
    15,447
    
    
    
    19,437Less excess and obsolete
    
    
    (7,094
    )
    
    
    (6,372
    )$
    60,971
    
    
    $
    90,782
 10




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##### Table of Contents



9. Intangible Assets
 Goodwill and Intangible Assets
 Accounting for Impairment or Disposal of Long-Lived Assets,
   June 30, 2009
    
    
    December 31, 2008Weighted-
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    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
    
    
    $
    (1,405
    )
    
    $
    8,385
    
    
    30 years
    
    $
    9,790
    
    
    $
    (1,242
    )
    
    $
    8,548Licenses
    
    7 years
    
    
    438
    
    
    
    (407
    )
    
    
    31
    
    
    7 years
    
    
    438
    
    
    
    (376
    )
    
    
    62$
    10,228
    
    
    $
    (1,812
    )
    
    $
    8,416
    
    
    
    
    
    
    $
    10,228
    
    
    $
    (1,618
    )
    
    $
    8,610Indefinite-lived intangible assets:Customer relationships
    
    
    
    
    
    
    19,000
    
    
    
    
    
    
    
    19,000
    
    
    
    
    
    
    
    26,000
    
    
    
    
    
    
    
    26,000$
    19,000
    
    
    $
    
    
    
    $
    19,000
    
    
    
    
    
    
    $
    26,000
    
    
    $
    
    
    
    $
    26,000Total intangible assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    27,416
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    34,610
    11




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##### Table of Contents



Fiscal Year Ended
    
    EstimatedDecember 31,
    
    Amortization Expense2009
    
    $3892010
    
    $3262011
    
    $3262012
    
    $3262013
    
    $3262014
    
    $326
 10. Debt
  June 30,
    
    
    December 31,2009
    
    
    2008Revolving credit facilities bore interest at a weighted average of 6.1%
as of June 30, 2009 and 7.5% as of December 31, 2008
    
    $
    3,384
    
    
    $
    14,8008.0% senior notes due 2013
    
    
    150,000
    
    
    
    150,000Other
    
    
    28
    
    
    
    95153,412
    
    
    
    164,895Less current maturities
    
    
    3,404
    
    
    
    81$
    150,008
    
    
    $
    164,814
 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
    12




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##### Table of Contents



EBITDA (as defined inthe Loan and SecurityAgreement, asPeriod Ending on or Around
    
    amended)July 1, 2009 through September 30, 2009
    
    $
    1,256,000July 1, 2009 through October 31, 2009
    
    $
    3,422,000July 1, 2009 through November 30, 2009
    
    $
    5,756,000July 1, 2009 through December 31, 2009
    
    $
    7,191,000
   13




---



##### Table of Contents



Balance Sheet Classification of Borrowings Outstanding under
Revolving Credit Agreements that Include both a Subjective Acceleration Clause and a Lock-Box
Arrangement
 Terms, Covenants and Compliance Status
   14




---



##### Table of Contents



11. Income Taxes
  Accounting for Uncertainty in Income Taxes,
   12. Commitments and Contingencies
 Warranty 
 Balance  December 31, 2008
    
    $
    3,706Additional provisions recorded
    
    
    728Deduction for payments made
    
    
    (944
    )Currency translation adjustment
    
    
    11Balance  June 30, 2009
    
    $
    3,501
 Leases
 15




---



##### Table of Contents



Guarantees Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others
 Litigation 
 13. Foreign Currency Forward Exchange Contracts
   June 30, 2009
    
    
    December 31, 2008U.S.
    
    
    
    
    
    
    U.S.U.S. $
    
    
    Equivalent
    
    
    U.S. $
    
    
    EquivalentEquivalent
    
    
    Fair Value
    
    
    Equivalent
    
    
    Fair ValueCommitments to
buy currencies:Eurodollar
    
    $
    
    
    
    $
    
    
    
    $
    (1,832
    )
    
    $
    (1,345
    )Swedish krona
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Japanese yen
    
    
    
    
    
    
    
    
    
    
    (736
    )
    
    
    (765
    )$
    
    
    
    $
    
    
    
    $
    (2,568
    )
    
    $
    (2,110
    )Commitments to sell
currencies:Eurodollar
    
    $
    23,252
    
    
    $
    26,976
    
    
    $
    35,236
    
    
    $
    43,532Swedish krona
    
    
    
    
    
    
    
    
    
    
    54
    
    
    
    56Japanese yen
    
    
    13,837
    
    
    
    17,062
    
    
    
    15,813
    
    
    
    22,372$
    37,089
    
    
    $
    44,038
    
    
    $
    51,103
    
    
    $
    65,960Total
    
    $
    37,089
    
    
    $
    44,038
    
    
    $
    48,535
    
    
    $
    63,850
  16




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##### Table of Contents



Asset DerivativesJune 30, 2009
    
    
    December 31, 2008Balance Sheet
    
    
    
    
    
    
    Balance SheetLocation
    
    
    Fair Value
    
    
    Location
    
    
    Fair ValueForeign exchange contracts
    
    Other assets
    
    $
    19
    
    
    Other assets
    
    $
    32
 Liability DerivativesJune 30, 2009
    
    
    December 31, 2008Balance Sheet
    
    
    
    
    
    Balance SheetLocation
    
    Fair Value
    
    
    Location
    
    Fair ValueForeign exchange contracts
    
    Accrued liabilities
    
    $
    5,362
    
    
    Accrued liabilities
    
    $
    10,096Foreign exchange contracts
    
    Other long-term liabilities
    
    
    1,606
    
    
    Other long-term liabilities
    
    
    5,235$
    6,968
    
    
    
    
    $
    15,331
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,Location of Gain
    
    2009
    
    2008
    
    2009
    
    2008(Loss)Recognized in
    
    Amount of Gain (Loss)
    
    Amount of Gain (Loss)Income on
    
    Recognized in Income on
    
    Recognized in Income onDerivatives
    
    Derivatives
    
    DerivativesForeign exchange contracts
    
    Other Expenses
    
    $
    3,492
    
    
    $
    3,476
    
    
    $
    8,350
    
    
    $
    (5,936
    )
 14. Pension and Other Post-Retirement Benefit Plans
   Other Post-RetirementU.S. Pension Plans
    
    
    Non-U.S. Pension Plans
    
    
    Benefit Plans2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Service cost
    
    $
    76
    
    
    $
    73
    
    
    $
    
    
    
    $
    
    
    
    $
    3
    
    
    $
    4Interest cost
    
    
    479
    
    
    
    456
    
    
    
    518
    
    
    
    688
    
    
    
    33
    
    
    
    37Expected return on plan assets
    
    
    (378
    )
    
    
    (495
    )
    
    
    (369
    )
    
    
    (532
    )
    
    
    
    
    
    
    Recognized actuarial loss (gain)
    
    
    28
    
    
    
    (4
    )
    
    
    48
    
    
    
    68
    
    
    
    (10
    )
    
    
    (5
    )Net periodic benefit cost
    
    
    205
    
    
    
    30
    
    
    
    197
    
    
    
    224
    
    
    
    26
    
    
    
    36Special Termination Benefits
    
    
    35
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    85
    
    
    
    Net benefit cost
    
    $
    240
    
    
    $
    30
    
    
    $
    197
    
    
    $
    224
    
    
    $
    111
    
    
    $
    36
  17




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##### Table of Contents



15. Comprehensive (Loss) Income
 Reporting Comprehensive Income,
 Foreign currency translation adjustment
    
    $
    (5,942
    )Pension liability
    
    
    (10,149
    )$
    (16,091
    )
  2009
    
    
    2008Net (loss) income
    
    $
    (41,917
    )
    
    $
    3,555Other comprehensive income:Foreign currency translation adjustment
    
    
    2,266
    
    
    
    3,619Comprehensive (loss) income
    
    $
    (39,651
    )
    
    $
    7,174
 16. Related Party Transactions
  17. Subsequent Events
    18




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##### Table of Contents



18. Consolidating Guarantor and Non-Guarantor Financial Information
   19




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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 JUNE 30, 2009
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(Unaudited)(In thousands)REVENUES
    
    $
    
    
    
    $
    83,936
    
    
    $
    24,311
    
    
    $
    (4,744
    )
    
    $
    103,503COST OF REVENUES
    
    
    
    
    
    
    82,476
    
    
    
    27,028
    
    
    
    (4,912
    )
    
    
    104,592Gross Profit (Loss)
    
    
    
    
    
    
    1,460
    
    
    
    (2,717
    )
    
    
    168
    
    
    
    (1,089
    )SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    
    
    
    
    6,913
    
    
    
    3,453
    
    
    
    
    
    
    
    10,366AMORTIZATION EXPENSE
    
    
    
    
    
    
    97
    
    
    
    
    
    
    
    
    
    
    
    97INTANGIBLE ASSET IMPAIRMENT
    
    
    
    
    
    
    7,000
    
    
    
    
    
    
    
    
    
    
    
    7,000LONG-LIVED ASSET
IMPAIRMENT
    
    
    
    
    
    
    
    
    
    
    3,445
    
    
    
    
    
    
    
    3,445RESTRUCTURING COSTS
    
    
    
    
    
    
    235
    
    
    
    
    
    
    
    
    
    
    
    235Operating Loss
    
    
    
    
    
    
    (12,785
    )
    
    
    (9,615
    )
    
    
    168
    
    
    
    (22,232
    )OTHER EXPENSE (INCOME)
    
    
    
    
    
    
    2
    
    
    
    (3,507
    )
    
    
    
    
    
    
    (3,505
    )INTEREST EXPENSE
    
    
    
    
    
    
    3,580
    
    
    
    495
    
    
    
    (409
    )
    
    
    3,666Loss Before Benefit
(Provision) for
Income Taxes
    
    
    
    
    
    
    (16,367
    )
    
    
    (6,603
    )
    
    
    577
    
    
    
    (22,393
    )PROVISION (BENEFIT)
FOR INCOME TAXES
    
    
    
    
    
    
    950
    
    
    
    (830
    )
    
    
    
    
    
    
    120NET LOSS
    
    $
    
    
    
    $
    (17,317
    )
    
    $
    (5,773
    )
    
    $
    577
    
    
    $
    (22,513
    )
 20




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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 SIX MONTHS ENDED JUNE 30, 2009
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(Unaudited)(In thousands)REVENUES
    
    $
    
    
    
    $
    173,152
    
    
    $
    48,988
    
    
    $
    (10,107
    )
    
    $
    212,033COST OF REVENUES
    
    
    
    
    
    
    174,322
    
    
    
    52,392
    
    
    
    (10,343
    )
    
    
    216,371Gross Loss
    
    
    
    
    
    
    (1,170
    )
    
    
    (3,404
    )
    
    
    236
    
    
    
    (4,338
    )SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    
    
    
    
    16,808
    
    
    
    6,957
    
    
    
    (56
    )
    
    
    23,709AMORTIZATION EXPENSE
    
    
    
    
    
    
    194
    
    
    
    
    
    
    
    
    
    
    
    194INTANGIBLE ASSET IMPAIRMENT
    
    
    
    
    
    
    7,000
    
    
    
    
    
    
    
    
    
    
    
    7,000LONG-LIVED ASSET IMPAIRMENT
    
    
    
    
    
    
    
    
    
    
    3,445
    
    
    
    
    
    
    
    3,445RESTRUCTURING COSTS
    
    
    
    
    
    
    854
    
    
    
    1,093
    
    
    
    
    
    
    
    1,947Operating Loss
    
    
    
    
    
    
    (26,026
    )
    
    
    (14,899
    )
    
    
    292
    
    
    
    (40,633
    )OTHER EXPENSE (INCOME)
    
    
    
    
    
    
    15
    
    
    
    (8,412
    )
    
    
    
    
    
    
    (8,397
    )INTEREST EXPENSE
    
    
    
    
    
    
    7,183
    
    
    
    935
    
    
    
    (808
    )
    
    
    7,310LOSS ON EARLY
EXTINGUISHMENT OF DEBT
    
    
    
    
    
    
    795
    
    
    
    
    
    
    
    
    
    
    
    795Loss Before (Benefit)
Provision for Income
Taxes
    
    
    
    
    
    
    (34,019
    )
    
    
    (7,422
    )
    
    
    1,100
    
    
    
    (40,341
    )PROVISION (BENEFIT) FOR
INCOME TAXES
    
    
    
    
    
    
    3,225
    
    
    
    (1,649
    )
    
    
    
    
    
    
    1,576NET LOSS
    
    $
    
    
    
    $
    (37,244
    )
    
    $
    (5,773
    )
    
    $
    1,100
    
    
    $
    (41,917
    )
 21




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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 JUNE 30, 2009
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(Unaudited)(In thousands)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    
    
    
    $
    829
    
    
    $
    5,280
    
    
    $
    
    
    
    $
    6,109Accounts receivable, net
    
    
    
    
    
    
    64,418
    
    
    
    3,502
    
    
    
    (347
    )
    
    
    67,573Inventories, net
    
    
    
    
    
    
    33,660
    
    
    
    27,904
    
    
    
    (593
    )
    
    
    60,971Prepaid expenses
    
    
    
    
    
    
    2,917
    
    
    
    4,066
    
    
    
    5,888
    
    
    
    12,871Deferred income taxes
    
    
    
    
    
    
    (2,868
    )
    
    
    5,770
    
    
    
    (2,902
    )
    
    
    Total current assets
    
    
    
    
    
    
    98,956
    
    
    
    46,522
    
    
    
    2,046
    
    
    
    147,524PROPERTY, PLANT AND
EQUIPMENT, net
    
    
    
    
    
    
    75,132
    
    
    
    6,276
    
    
    
    
    
    
    
    81,408INVESTMENT IN SUBSIDIARIES
    
    
    22,078
    
    
    
    44,647
    
    
    
    50,305
    
    
    
    (117,030
    )
    
    
    INTANGIBLE ASSETS, net
    
    
    
    
    
    
    27,416
    
    
    
    
    
    
    
    
    
    
    
    27,416OTHER ASSETS, net
    
    
    
    
    
    
    38,560
    
    
    
    3,341
    
    
    
    (28,821
    )
    
    
    13,080TOTAL ASSETS
    
    $
    22,078
    
    
    $
    284,711
    
    
    $
    106,444
    
    
    $
    (143,805
    )
    
    $
    269,428LIABILITIES AND STOCKHOLDERS INVESTMENTCURRENT LIABILITIES:Current maturities of long-term debt
    
    $
    
    
    
    $
    3,404
    
    
    $
    
    
    
    $
    
    
    
    $
    3,404Accounts payable
    
    
    
    
    
    
    35,321
    
    
    
    12,406
    
    
    
    (347
    )
    
    
    47,380Accrued liabilities, other
    
    
    
    
    
    
    26,475
    
    
    
    10,079
    
    
    
    315
    
    
    
    36,869Total current liabilities
    
    
    
    
    
    
    65,200
    
    
    
    22,485
    
    
    
    (32
    )
    
    
    87,653LONG-TERM DEBT, net
    
    
    
    
    
    
    150,000
    
    
    
    25,724
    
    
    
    (25,716
    )
    
    
    150,008DEFERRED TAX LIABILITIES
    
    
    
    
    
    
    29,671
    
    
    
    (784
    )
    
    
    (28,887
    )
    
    
    PENSION AND OTHER POST-RETIREMENT
BENEFITS
    
    
    
    
    
    
    13,079
    
    
    
    7,266
    
    
    
    
    
    
    
    20,345OTHER LONG-TERM LIABILITIES
    
    
    
    
    
    
    2,707
    
    
    
    2,966
    
    
    
    
    
    
    
    5,673Total liabilities
    
    
    
    
    
    
    260,657
    
    
    
    57,657
    
    
    
    (54,635
    )
    
    
    263,679STOCKHOLDERS INVESTMENT
    
    
    22,078
    
    
    
    24,054
    
    
    
    48,787
    
    
    
    (89,170
    )
    
    
    5,749TOTAL LIABILITIES AND
STOCKHOLDERS INVESTMENT
    
    $
    22,078
    
    
    $
    284,711
    
    
    $
    106,444
    
    
    $
    (143,805
    )
    
    $
    269,428
 22




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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 SIX MONTHS ENDED JUNE 30, 2009
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(Unaudited)(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    
    
    
    $
    (37,244
    )
    
    $
    (5,773
    )
    
    $
    1,100
    
    
    $
    (41,917
    )Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:Depreciation and amortization
    
    
    
    
    
    
    7,346
    
    
    
    1,507
    
    
    
    
    
    
    
    8,853Noncash amortization of debt financing costs
    
    
    
    
    
    
    685
    
    
    
    
    
    
    
    
    
    
    
    685Loss on early extinguishment of debt
    
    
    
    
    
    
    795
    
    
    
    
    
    
    
    
    
    
    
    795Share-based compensation expense
    
    
    
    
    
    
    1,458
    
    
    
    
    
    
    
    
    
    
    
    1,458Loss on sale of assets
    
    
    
    
    
    
    535
    
    
    
    17
    
    
    
    
    
    
    
    552Deferred income tax provision (benefit )
    
    
    
    
    
    
    42
    
    
    
    (42
    )
    
    
    
    
    
    
    Noncash income on forward exchange contracts
    
    
    
    
    
    
    
    
    
    
    (8,350
    )
    
    
    
    
    
    
    (8,350
    )Intangible asset impairment
    
    
    
    
    
    
    7,000
    
    
    
    
    
    
    
    
    
    
    
    7,000Long-lived asset impairment
    
    
    
    
    
    
    
    
    
    
    3,445
    
    
    
    
    
    
    
    3,445Change in other operating items
    
    
    
    
    
    
    38,416
    
    
    
    8,467
    
    
    
    (1,100
    )
    
    
    45,783Net cash provided by (used in) operating
activities
    
    
    
    
    
    
    19,033
    
    
    
    (729
    )
    
    
    
    
    
    
    18,304CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    
    
    
    
    (2,602
    )
    
    
    (575
    )
    
    
    
    
    
    
    (3,177
    )Proceeds from disposal/sale of property, plant
and equipment
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    
    
    
    
    14Other investing activities
    
    
    
    
    
    
    (1,529
    )
    
    
    
    
    
    
    
    
    
    
    (1,529
    )Net cash used in by investing activities
    
    
    
    
    
    
    (4,117
    )
    
    
    (575
    )
    
    
    
    
    
    
    (4,692
    )CASH FLOWS FROM FINANCING ACTIVITIES:Repayment of revolving credit facility
    
    
    
    
    
    
    (191,656
    )
    
    
    
    
    
    
    
    
    
    
    (191,656
    )Borrowings under revolving credit facility
    
    
    
    
    
    
    180,240
    
    
    
    
    
    
    
    
    
    
    
    180,240Payments on capital lease obligations
    
    
    
    
    
    
    (61
    )
    
    
    (11
    )
    
    
    
    
    
    
    (72
    )Debt issuance costs and other
    
    
    
    
    
    
    (2,669
    )
    
    
    
    
    
    
    
    
    
    
    (2,669
    )Net cash used in financing activities
    
    
    
    
    
    
    (14,146
    )
    
    
    (11
    )
    
    
    
    
    
    
    (14,157
    )EFFECT OF CURRENCY EXCHANGE RATE
CHANGES ON CASH AND CASH
EQUIVALENTS
    
    
    
    
    
    
    4
    
    
    
    (660
    )
    
    
    
    
    
    
    (656
    )NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
    
    
    
    
    
    
    774
    
    
    
    (1,975
    )
    
    
    
    
    
    
    (1,201
    )CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    
    
    
    
    55
    
    
    
    7,255
    
    
    
    
    
    
    
    7,310End of period
    
    $
    
    
    
    $
    829
    
    
    $
    5,280
    
    
    $
    
    
    
    $
    6,109
 23




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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 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
 24




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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 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
 25




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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, 2008
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(Unaudited)(In thousands)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    
    
    
    $
    55
    
    
    $
    7,255
    
    
    $
    
    
    
    $
    7,310Accounts receivable, net
    
    
    
    
    
    
    88,918
    
    
    
    13,056
    
    
    
    (1,076
    )
    
    
    100,898Inventories, net
    
    
    
    
    
    
    59,554
    
    
    
    32,113
    
    
    
    (885
    )
    
    
    90,782Prepaid expenses
    
    
    
    
    
    
    4,226
    
    
    
    4,765
    
    
    
    11,437
    
    
    
    20,428Deferred income taxes
    
    
    
    
    
    
    (2,868
    )
    
    
    5,673
    
    
    
    (2,805
    )
    
    
    Total current assets
    
    
    
    
    
    
    149,885
    
    
    
    62,862
    
    
    
    6,671
    
    
    
    219,418PROPERTY, PLANT AND
EQUIPMENT, net
    
    
    
    
    
    
    80,154
    
    
    
    10,238
    
    
    
    
    
    
    
    90,392INVESTMENT IN SUBSIDIARIES
    
    
    62,537
    
    
    
    44,647
    
    
    
    50,305
    
    
    
    (157,489
    )
    
    
    INTANGIBLE ASSETS, net
    
    
    
    
    
    
    34,610
    
    
    
    
    
    
    
    
    
    
    
    34,610OTHER ASSETS, net
    
    
    
    
    
    
    35,821
    
    
    
    3,354
    
    
    
    (28,834
    )
    
    
    10,341TOTAL ASSETS
    
    $
    62,537
    
    
    $
    345,117
    
    
    $
    126,759
    
    
    $
    (179,652
    )
    
    $
    354,761LIABILITIES AND STOCKHOLDERS INVESTMENTCURRENT LIABILITIES:Current maturities of long-term debt
    
    $
    
    
    
    $
    81
    
    
    $
    
    
    
    $
    
    
    
    $
    81Accounts payable
    
    
    
    
    
    
    54,365
    
    
    
    20,161
    
    
    
    (1,075
    )
    
    
    73,451Accrued liabilities, other
    
    
    
    
    
    
    20,590
    
    
    
    16,057
    
    
    
    6,770
    
    
    
    43,417Total current liabilities
    
    
    
    
    
    
    75,036
    
    
    
    36,218
    
    
    
    5,695
    
    
    
    116,949LONG-TERM DEBT, net
    
    
    
    
    
    
    164,800
    
    
    
    25,731
    
    
    
    (25,717
    )
    
    
    164,814DEFERRED TAX LIABILITIES
    
    
    
    
    
    
    29,714
    
    
    
    (816
    )
    
    
    (28,898
    )
    
    
    PENSION AND OTHER POST-RETIREMENT
BENEFITS
    
    
    
    
    
    
    13,157
    
    
    
    6,728
    
    
    
    
    
    
    
    19,885OTHER LONG-TERM LIABILITIES
    
    
    
    
    
    
    2,566
    
    
    
    6,605
    
    
    
    
    
    
    
    9,171Total liabilities
    
    
    
    
    
    
    285,273
    
    
    
    74,466
    
    
    
    (48,920
    )
    
    
    310,819STOCKHOLDERS INVESTMENT
    
    
    62,537
    
    
    
    59,844
    
    
    
    52,293
    
    
    
    (130,732
    )
    
    
    43,942TOTAL LIABILITIES AND
STOCKHOLDERS INVESTMENT
    
    $
    62,537
    
    
    $
    345,117
    
    
    $
    126,759
    
    
    $
    (179,652
    )
    
    $
    354,761
 26




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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 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 investing activities
    
    
    
    
    
    
    (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
 27




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##### Table of Contents



ITEM 2
    
     MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Company Overview
      28




---



##### Table of Contents




    
    eliminating excess production capacity through the closure and consolidation of
manufacturing, warehousing or assembly facilities;
    
    working capital improvements through reduced inventory and capital spending;
    
    sourcing efforts in Europe and Asia;
    
    consolidating our supply base to improve purchasing leverage; and
    
    implementing Lean Manufacturing and Total Quality Production System (TQPS) initiatives
to improve operating efficiency and product quality.
   Results of Operations
  29




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##### Table of Contents



Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2009
    
    2008
    
    2009
    
    2008Revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of revenues
    
    
    101.1
    
    
    
    88.8
    
    
    
    102.0
    
    
    
    89.1Gross (loss) profit
    
    
    (1.1
    )
    
    
    11.2
    
    
    
    (2.0
    )
    
    
    10.9Selling, general and administrative expenses
    
    
    10.0
    
    
    
    8.0
    
    
    
    11.2
    
    
    
    7.8Amortization expense
    
    
    0.1
    
    
    
    0.2
    
    
    
    0.1
    
    
    
    0.2Gain on sale of long-lived asset
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1.5
    )Intangible asset impairment
    
    
    6.8
    
    
    
    
    
    
    
    3.3
    
    
    
    Long-lived asset impairment
    
    
    3.3
    
    
    
    
    
    
    
    1.6
    
    
    
    Restructuring costs
    
    
    0.2
    
    
    
    
    
    
    
    0.9
    
    
    
    Operating (loss) income
    
    
    (21.5
    )
    
    
    3.0
    
    
    
    (19.1
    )
    
    
    4.4Other (income) expense
    
    
    (3.4
    )
    
    
    (1.8
    )
    
    
    (4.0
    )
    
    
    1.5Interest expense
    
    
    3.5
    
    
    
    1.8
    
    
    
    3.4
    
    
    
    1.9Loss on early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    0.4
    
    
    
    Loss before (benefit) provision for income taxes
    
    
    (21.6
    )
    
    
    3.0
    
    
    
    (18.9
    )
    
    
    1.0Provision for income taxes
    
    
    0.1
    
    
    
    1.5
    
    
    
    0.7
    
    
    
    0.2Net (loss) income
    
    
    (21.7
    )%
    
    
    1.5
    %
    
    
    (19.6
    )%
    
    
    0.8
    %
 Three Months Ended June 30, 2009 Compared to Three Months Ended June 30, 2008
 Revenues
 Gross (Loss) Profit
 Selling, General and Administrative Expenses
 Amortization Expense.
 Intangible Asset Impairment
 Long-Lived Asset Impairment
 Restructuring Costs
 30




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##### Table of Contents



Other Income
 Interest Expense
 Provision for Income Taxes
 Net (Loss) Income
 Six Months Ended June 30, 2009 Compared to Six Months Ended June 30, 2008
 Revenues
 Gross (Loss) Profit
 Selling, General and Administrative Expenses
 Amortization Expense.
 Gain on Sale of Long-Lived Assets.
 Intangible Asset Impairment
 31




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##### Table of Contents



Long-Lived Asset Impairment
 Restructuring Costs
 Other (Income) Expense
 Interest Expense
 Provision for Income Taxes
 Loss on Early Extinguishment of Debt
 Net (Loss) Income
 Liquidity and Capital Resources
 Cash Flows
    32




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##### Table of Contents



Debt and Credit Facilities
  
    
    $3.4 million under our revolving credit facility and $28
thousand of capital lease
obligations. The weighted average rate on these borrowings, for the six months ended June
30, 2009, was approximately 6.1% with respect to the revolving credit facility borrowings;
and
    
    $150.0 million of 8.0% senior notes due 2013.
  Loan and Security Agreement
       33




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##### Table of Contents



EBITDA (as defined inthe Loan and SecurityAgreement, asPeriod Ending on or Around
    
    amended)July 1, 2009 through September 30, 2009
    
    $
    1,256,000July 1, 2009 through October 31, 2009
    
    $
    3,422,000July 1, 2009 through November 30, 2009
    
    $
    5,756,000July 1, 2009 through December 31, 2009
    
    $
    7,191,000
        34




---



##### Table of Contents



8% Senior Notes due 2013
 pari passu
  Second Lien Term Loan
      35




---



##### Table of Contents



Notes Exchange
      Update on Contractual Obligations
 Accounting for Uncertainty in Income Taxes
 36




---



##### Table of Contents



Forward-Looking Statements
  
 ITEM 3
    
     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4
    
     CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
   37




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##### Table of Contents



PART II. OTHER INFORMATION
 COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
     The agreement governing our revolving credit facility contains financial covenants, and that
agreement and the agreement governing our second lien term loan, the indenture governing the third
lien notes and the indenture governing the 8.0% senior notes due 2013 contain other covenants that
may restrict our current and future operations, particularly our ability to respond to changes in
our business or to take certain actions. If we are unable to comply with these covenants, our
business, results of operations and liquidity could be materially and adversely affected.
   
    
    incur liens;
    
    incur or assume additional debt or guarantees or issue preferred stock;
    
    pay dividends, or make redemptions and repurchases, with respect to capital stock;
    
    prepay, or make redemptions and repurchases of, subordinated debt;
 38




---



##### Table of Contents




    
    make loans and investments;
    
    make capital expenditures;
    
    engage in mergers, acquisitions, asset sales, sale/leaseback transactions and
transactions with affiliates;
    
    change the business conducted by us or our subsidiaries; and
    
    amend the terms of subordinated debt.
  Our substantial amount of indebtedness may adversely affect our cash flow and our ability to
operate our business, remain in compliance with debt covenants and make payments on our
indebtedness.
  
    
    make it more difficult for us to satisfy our obligations with respect to our
indebtedness, including the revolving credit facility, the second lien term loan, the third
lien notes and the 8% senior notes due 2013, and any failure to comply with the obligations
of any of our debt instruments, including financial and other restrictive covenants, could
result in an event of default under the Loan and Security Agreement, the Second Lien Credit
Agreement and the indentures governing the third lien notes and the 8% senior notes due
2013;
    
    make us more vulnerable to adverse changes in general economic, industry and competitive
conditions and adverse changes in government regulation;
    
    require us to dedicate a substantial portion of our cash flow from operations to
payments on our indebtedness, thereby reducing the availability of our cash flows to fund
working capital, capital expenditures, acquisitions and other general corporate purposes;
    
    limit our flexibility in planning for, or reacting to, changes in our business and the
industry in which we operate;
    
    place us at a competitive disadvantage compared to our competitors that have less debt;
and
    
    limit our ability to borrow additional amounts for working capital, capital
expenditures, acquisitions, debt service requirements, execution of our business strategy
or other purposes.
   Our ability to generate cash depends on many factors beyond our control, and any failure to meet
our debt service obligations could harm our business, financial condition and results of
operations. We may not be able to refinance or restructure our indebtedness before it becomes due.
 39




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##### Table of Contents



Provisions in our charter documents, our stockholder rights plan and Delaware law could discourage
potential acquisition proposals, could delay, deter or prevent a change in control and could limit
the price certain investors might be willing to pay for our stock,
  
    
    a classified board of directors with staggered terms;
 
    
    a prohibition on stockholder action through written consents;
 
    
    a requirement that special meetings of stockholders be called only by the board of
directors;
 
    
    advance notice requirements for stockholder proposals and director nominations;
 
    
    limitations on the ability of stockholders to amend, alter or repeal the by-laws; and
 
    
    the authority of the board of directors to issue, without stockholder approval, preferred
stock with such terms as the board of directors may determine and additional shares of
our common stock.
   Volatility and cyclicality in the commercial vehicle market could adversely affect us.
 40




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##### Table of Contents



a.
    
    The following directors were elected for terms expiring at the annual meeting in 2012:
 Votes For
    
    Votes WithheldMervin Dunn
    
    
    20,437,110
    
    
    
    1,315,726S.A. Johnson
    
    
    14,788,240
    
    
    
    6,964,596John W. Kessler
    
    
    19,489,170
    
    
    
    2,263,666
 b.
    
    The Companys Third Amended and Restated Equity Incentive Plan was approved. The Plan
was amended to increase the number of shares of common stock that may be issued under the
Plan from 2,000,000 shares to 3,200,000 shares:
 Shares VotedShares Voted
    
    Against
    
    
    
    
    
    Broker Non-for Proposal
    
    Proposal
    
    Abstain
    
    Votes14,394,900
    
    
    
    800,947
    
    
    
    22,098
    
    
    
    4,534,891
 c.
    
    The appointment of Deloitte & Touche LLP as our independent public accounting firm for
the fiscal year ending December 31, 2009 was ratified:
 Shares VotedShares Voted
    
    Against
    
    
    
    
    
    Broker Non-for Proposal
    
    Proposal
    
    Abstain
    
    Votes20,878,990
    
    
    
    754,163
    
    
    
    119,683
    
    
    
    0
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##### Table of Contents



4.1
    
    Commercial Vehicle Group, Inc. Rights Agreement, dated as of May 21,
2009, by and between the Company and Computershare Trust Company,
N.A. (incorporated by reference to the Companys current report on
Form 8-K (File No. 000-50890), filed on May 22, 2009).4.2
    
    Form of Rights Certificate (included as Exhibit B to the Rights
Agreement) (incorporated by reference to the Companys current report
on Form 8-K (File No. 000-50890), filed on May 22, 2009).4.3
    
    Form of Summary of Rights to Purchase (included as Exhibit C to the
Rights Agreement) (incorporated by reference to the Companys current
report on Form 8-K (File No. 000-50890), filed on May 22, 2009).4.4
    
    Form of Certificate of Common Stock of the Company (incorporated by
reference to the Companys registration statement on Form S-1 (File
No. 333-115708)).10.1
    
    Commercial Vehicle Group, Inc. Third Amended and Restated Equity
Incentive Plan (incorporated by reference to the Companys current
report on Form 8-K (File No. 000-50890), filed on May 18, 2009).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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##### Table of Contents



SIGNATURE
  COMMERCIAL VEHICLE GROUP, INC.Date:  August 10, 2009
    By:
    /s/ Chad M. UtrupChad M. UtrupChief Financial Officer
(Principal financial and accounting officer
and duly authorized officer) 43