##### 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 September 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
    
    41-1990662(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)7800 Walton Parkway
    
    43054New Albany, Ohio
    
    (Zip Code)(Address of principal executive offices)
 (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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##### 



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 NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)
    
    
    1CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2009 AND DECEMBER 31, 2008 (UNAUDITED)
    
    
    2CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 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
    
    
    29ITEM 3
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    39ITEM 4
    
    CONTROLS AND PROCEDURES
    
    
    39PART II
    
    OTHER INFORMATION
    
    
    40SIGNATURES
    
    
    42EX-31.1EX-31.2EX-32.1EX-32.2




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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
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(unaudited)
    
    
    (unaudited)
    
    
    (unaudited)
    
    
    (unaudited)(In thousands, except per share data)REVENUES
    
    $
    110,811
    
    
    $
    192,860
    
    
    $
    322,844
    
    
    $
    599,104COST OF REVENUES
    
    
    107,199
    
    
    
    175,952
    
    
    
    323,570
    
    
    
    538,023Gross Profit (Loss)
    
    
    3,612
    
    
    
    16,908
    
    
    
    (726
    )
    
    
    61,081SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
    
    
    11,298
    
    
    
    15,983
    
    
    
    35,007
    
    
    
    47,761AMORTIZATION EXPENSE
    
    
    98
    
    
    
    379
    
    
    
    292
    
    
    
    1,065GAIN ON SALE OF LONG LIVED ASSET
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,075
    )INTANGIBLE ASSET IMPAIRMENT
    
    
    
    
    
    
    
    
    
    
    7,000
    
    
    
    LONG-LIVED ASSET IMPAIRMENT
    
    
    
    
    
    
    
    
    
    
    3,445
    
    
    
    RESTRUCTURING COSTS
    
    
    
    
    
    
    
    
    
    
    1,947
    
    
    
    Operating (Loss) Income
    
    
    (7,784
    )
    
    
    546
    
    
    
    (48,417
    )
    
    
    18,330OTHER EXPENSE (INCOME)
    
    
    1,211
    
    
    
    (72
    )
    
    
    (7,186
    )
    
    
    5,840INTEREST EXPENSE
    
    
    3,989
    
    
    
    3,708
    
    
    
    11,299
    
    
    
    11,407LOSS ON EARLY EXTINGUISHMENT OF DEBT
    
    
    459
    
    
    
    
    
    
    
    1,254
    
    
    
    EXPENSE RELATING TO DEBT EXCHANGE
    
    
    2,902
    
    
    
    
    
    
    
    2,902
    
    
    
    (Loss) Income Before (Benefit) Provision for Income Taxes
    
    
    (16,345
    )
    
    
    (3,090
    )
    
    
    (56,686
    )
    
    
    1,083(BENEFIT) PROVISION FOR INCOME TAXES
    
    
    (463
    )
    
    
    (487
    )
    
    
    1,113
    
    
    
    131Net (Loss) Income
    
    $
    (15,882
    )
    
    $
    (2,603
    )
    
    $
    (57,799
    )
    
    $
    952(LOSS) EARNINGS PER COMMON SHARE:Basic
    
    $
    (0.73
    )
    
    $
    (0.12
    )
    
    $
    (2.66
    )
    
    $
    0.04Diluted
    
    $
    (0.73
    )
    
    $
    (0.12
    )
    
    $
    (2.66
    )
    
    $
    0.04WEIGHTED AVERAGE SHARES OUTSTANDING:Basic
    
    
    21,747
    
    
    
    21,537
    
    
    
    21,747
    
    
    
    21,537Diluted
    
    
    21,747
    
    
    
    21,537
    
    
    
    21,747
    
    
    
    21,700
  1




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COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 September 30,
    
    
    December 31,2009
    
    
    2008(unaudited)
    
    
    (unaudited)(In thousands, exceptper share data)ASSETSCURRENT ASSETS:Cash
    
    $
    10,176
    
    
    $
    7,310Accounts receivable, net of reserve for doubtful accounts of $2,244
and $3,419, respectfully
    
    
    75,385
    
    
    
    100,898Inventories, net
    
    
    57,985
    
    
    
    90,782Other current assets
    
    
    8,292
    
    
    
    20,428Total current assets
    
    
    151,838
    
    
    
    219,418PROPERTY, PLANT AND EQUIPMENT, net
    
    
    78,729
    
    
    
    90,392INTANGIBLE ASSETS, net
    
    
    27,320
    
    
    
    34,610OTHER ASSETS, net
    
    
    17,465
    
    
    
    10,341TOTAL ASSETS
    
    $
    275,352
    
    
    $
    354,761LIABILITIES AND STOCKHOLDERS INVESTMENTCURRENT LIABILITIES:Current maturities of long-term debt
    
    $
    
    
    
    $
    14,881Accounts payable
    
    
    59,642
    
    
    
    73,451Accrued liabilities, other
    
    
    35,468
    
    
    
    43,417Total current liabilities
    
    
    95,110
    
    
    
    131,749LONG-TERM DEBT, net of current maturities
    
    
    160,859
    
    
    
    150,014PENSION AND OTHER POST-RETIREMENT BENEFITS
    
    
    19,680
    
    
    
    19,885OTHER LONG-TERM LIABILITIES
    
    
    5,809
    
    
    
    9,171Total liabilities
    
    
    281,458
    
    
    
    310,819COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS (DEFICIT) INVESTMENT :Common stock, $0.01 par value per share; 30,000,000 shares authorized;
21,746,681 and 21,746,415 shares issued and outstanding
    
    
    217
    
    
    
    217Treasury stock purchased from employees; 46,474 shares
    
    
    (455
    )
    
    
    (455
    )Additional paid-in capital
    
    
    185,548
    
    
    
    180,848Retained loss
    
    
    (176,110
    )
    
    
    (118,311
    )Accumulated other comprehensive loss
    
    
    (15,306
    )
    
    
    (18,357
    )Total stockholders (deficit) investment
    
    
    (6,106
    )
    
    
    43,942TOTAL LIABILITIES AND STOCKHOLDERS INVESTMENT
    
    $
    275,352
    
    
    $
    354,761
  2




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COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Nine Months EndedSeptember 30,2009
    
    
    2008(Unaudited)
    
    
    (Unaudited)(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net (loss) income
    
    $
    (57,799
    )
    
    $
    952Adjustments to reconcile net (loss) income to net cash provided by operating activities:Depreciation and amortization
    
    
    12,932
    
    
    
    14,165Noncash amortization of debt financing costs
    
    
    1,069
    
    
    
    685Loss on early extinguishment of debt
    
    
    1,254
    
    
    
    Share-based compensation expense
    
    
    2,139
    
    
    
    2,900Loss (gain) on sale of assets
    
    
    977
    
    
    
    (5,945
    )Deferred income tax benefit
    
    
    
    
    
    
    (3,951
    )Noncash
(gain) loss on forward exchange contracts
    
    
    (7,122
    )
    
    
    5,786Intangible asset impairment
    
    
    7,000
    
    
    
    Long-lived asset impairment
    
    
    3,445
    
    
    
    Change in other operating items
    
    
    50,057
    
    
    
    (7,588
    )Net cash provided by operating activities
    
    
    13,952
    
    
    
    7,004CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    (4,799
    )
    
    
    (10,978
    )Proceeds from disposal/sale of property, plant and equipment
    
    
    20
    
    
    
    7,470Other investing activities
    
    
    (1,969
    )
    
    
    (3,039
    )Net cash used in investing activities
    
    
    (6,748
    )
    
    
    (6,547
    )CASH FLOWS FROM FINANCING ACTIVITIES:Repayment of revolving credit facility
    
    
    (237,290
    )
    
    
    (146,500
    )Borrowings under revolving credit facility
    
    
    222,490
    
    
    
    146,500Borrowing of long-term debt
    
    
    13,120
    
    
    
    Payments on capital lease obligations
    
    
    (90
    )
    
    
    (96
    )Debt issuance costs and other
    
    
    (3,244
    )
    
    
    (251
    )Net cash used in financing activities
    
    
    (5,014
    )
    
    
    (347
    )EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH
    
    
    676
    
    
    
    (2,055
    )NET INCREASE (DECREASE) IN CASH
    
    
    2,866
    
    
    
    (1,945
    )Beginning of period
    
    
    7,310
    
    
    
    9,867End of period
    
    $
    10,176
    
    
    $
    7,922SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for interest
    
    $
    12,741
    
    
    $
    12,651Cash refund for income taxes, net
    
    $
    (4,069
    )
    
    $
    (4,031
    )
  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
 The FASB Accounting Standards Codification and the Hierarchy
of Generally Accepted Accounting Principles Generally Accepted Accounting Principles
  4




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3. Fair Value Measurement
       September 30, 2009
    
    
    December 31, 2008Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Derivative assets (1)
    
    $
    3
    
    
    $
    
    
    
    $
    3
    
    
    $
    
    
    
    $
    32
    
    
    $
    
    
    
    $
    32
    
    
    $
    Deferred compensation (2)
    
    
    1,500
    
    
    
    1,500
    
    
    
    
    
    
    
    
    
    
    
    1,223
    
    
    
    1,223
    
    
    
    
    
    
    
    Total assets
    
    $
    1,503
    
    
    $
    1,500
    
    
    $
    3
    
    
    $
    
    
    
    $
    1,255
    
    
    $
    1,223
    
    
    $
    32
    
    
    $
    Derivative liabilities (1)
    
    $
    8,180
    
    
    $
    
    
    
    $
    8,180
    
    
    $
    
    
    
    $
    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.  5




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September 30, 2009
    
    December 31, 2008Carrying
    
    
    
    
    
    CarryingAmount
    
    Fair Value
    
    Amount
    
    Fair ValueCurrent maturities of long-term debt
    
    $
    
    
    
    $
    
    
    
    $
    14,881
    
    
    $
    14,881Long-term debt and capital leases
    
    $
    160,859
    
    
    $
    121,735
    
    
    $
    150,014
    
    
    $
    72,014
  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
    
    $
    78,729
    
    
    $
    
    
    
    $
    
    
    
    $
    78,729
    
    
    $
    (3,445
    )Indefinite-lived intangible asset
    
    $
    19,000
    
    
    $
    
    
    
    $
    
    
    
    $
    19,000
    
    
    
    (7,000
    )$
    (10,445
    )
     ,
 6




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##### Table of Contents



4. Restructuring Activities
  Facility Exitand OtherEmployee
    
    
    ContractualCosts
    
    
    Costs
    
    
    TotalBalance  December 31, 2008
    
    $
    
    
    
    $
    
    
    
    $
    Provision
    
    
    1,712
    
    
    
    
    
    
    
    1,712Deductions for payments made
    
    
    (1,624
    )
    
    
    
    
    
    
    (1,624
    )Balance  September 30, 2009
    
    $
    88
    
    
    $
    
    
    
    $
    88
 5. Share-Based Compensation
 Stock Option Grants and Restricted Stock Awards
     7




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Weighted-AverageShares
    
    
    Grant-Date Fair(in thousands)
    
    
    ValueNonvested at December 31, 2008
    
    
    1,072
    
    
    $
    8.49Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Forfeited
    
    
    (72
    )
    
    
    5.02Nonvested at September 30, 2009
    
    
    1,000
    
    
    $
    8.67
  6. Stockholders Investment
 Common Stock 
 Preferred Stock 
 Earnings Per Share 
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net (loss) income applicable to common shareholders 
basic and diluted
    
    $
    (15,882
    )
    
    $
    (2,603
    )
    
    $
    (57,799
    )
    
    $
    952Weighted 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    163Dilutive shares outstanding
    
    
    21,747
    
    
    
    21,537
    
    
    
    21,747
    
    
    
    21,700Basic (loss) earnings per share
    
    $
    (0.73
    )
    
    $
    (0.12
    )
    
    $
    (2.66
    )
    
    $
    0.04Diluted (loss) earnings per share
    
    $
    (0.73
    )
    
    $
    (0.12
    )
    
    $
    (2.66
    )
    
    $
    0.04
  8




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##### Table of Contents



Dividends 
 Stockholder Rights Plan
  Common Stock Warrants
  7. Accounts Receivable
  8. Inventories
  September 30,
    
    
    December 31,2009
    
    
    2008Raw materials
    
    $
    44,319
    
    
    $
    57,954Work in process
    
    
    8,992
    
    
    
    19,763Finished goods
    
    
    11,938
    
    
    
    19,437Less excess and obsolete
    
    
    (7,264
    )
    
    
    (6,372
    )$
    57,985
    
    
    $
    90,782
  9. Intangible Assets
  9




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September 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
    
    
    $
    (1,486
    )
    
    $
    8,304
    
    
    30 years
    
    $
    9,790
    
    
    $
    (1,242
    )
    
    $
    8,548Licenses
    
    7 years
    
    
    438
    
    
    
    (422
    )
    
    
    16
    
    
    7 years
    
    
    438
    
    
    
    (376
    )
    
    
    62$
    10,228
    
    
    $
    (1,908
    )
    
    $
    8,320
    
    
    
    
    
    
    $
    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
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    27,320
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    34,610
    Fiscal Year Ended
    
    EstimatedDecember 31,
    
    Amortization Expense2009
    
    $3892010
    
    $3262011
    
    $3262012
    
    $3262013
    
    $3262014
    
    $326
 10




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10. Debt
  September 30,
    
    
    December 31,2009
    
    
    2008Revolving credit facilities bore interest at a weighted
average of 6.2% as of September 30, 2009 and 7.5% as of
December 31, 2008
    
    $
    
    
    
    $
    14,8008.0% senior notes due 2013
    
    
    97,810
    
    
    
    150,00015% second lien term loan ($16,800 principal amount, net of
$4,391 of original issue discount)
    
    
    12,409
    
    
    
    11%/13% third lien senior secured notes
($42,124 principal amount and $8,386 of issuance premium)
    
    
    50,510
    
    
    
    Paid-in-kind interest on 11%/13% third lien senior secured notes
    
    
    125
    
    
    
    Other
    
    
    5
    
    
    
    95160,859
    
    
    
    164,895Less current maturities
    
    
    
    
    
    
    14,881$
    160,859
    
    
    $
    150,014
 Credit
Agreement
     11




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##### Table of Contents



EBITDA (as defined inthe Loan and SecurityPeriod Ending on or Around
    
    Agreement, as amended)July 1, 2009 through September 30, 2009
    
    $
    1,256July 1, 2009 through October 31, 2009
    
    $
    3,422July 1, 2009 through November 30, 2009
    
    $
    5,756July 1, 2009 through December 31, 2009
    
    $
    7,191
    12




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Terms, Covenants and Compliance Status
   13




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Second Lien Credit Agreement
      14




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Exchange of 8% Senior Notes due 2013 for Units consisting of 11%/13% Third Lien Senior Secured
Notes due 2013 and Warrants
 11%/13% Third Lien Senior Secured Notes due 2013.
     15




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##### Table of Contents



11. Income Taxes
     12. Commitments and Contingencies
 Warranty 
 Balance  December 31, 2008
    
    $
    3,706Additional provisions recorded
    
    
    1,093Deduction for payments made
    
    
    (1,714
    )Currency translation adjustment
    
    
    9Balance  September 30, 2009
    
    $
    3,094
 Leases
 Guarantees
 Litigation 
 16




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##### Table of Contents



13. Foreign Currency Forward Exchange Contracts
   September 30, 2009
    
    
    December 31, 2008U.S.
    
    
    
    
    
    
    U.S.U.S. $
    
    
    Equivalent
    
    
    U.S. $
    
    
    EquivalentEquivalent
    
    
    Fair Value
    
    
    Equivalent
    
    
    Fair ValueCommitments to buy currencies:U.S. dollar
    
    $
    (186
    )
    
    $
    (189
    )
    
    $
    
    
    
    $
    Euro
    
    
    
    
    
    
    
    
    
    
    (1,832
    )
    
    
    (1,345
    )Swedish krona
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Japanese yen
    
    
    
    
    
    
    
    
    
    
    (736
    )
    
    
    (765
    )Australian dollar
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (186
    )
    
    $
    (189
    )
    
    $
    (2,568
    )
    
    $
    (2,110
    )Commitments to sell currencies:U.S. dollar
    
    $
    241
    
    
    $
    248
    
    
    $
    
    
    
    $
    Euro
    
    
    17,402
    
    
    
    21,638
    
    
    
    35,236
    
    
    
    43,532Swedish krona
    
    
    
    
    
    
    
    
    
    
    54
    
    
    
    56Japanese yen
    
    
    11,904
    
    
    
    15,840
    
    
    
    15,813
    
    
    
    22,372Australian dollar
    
    
    107
    
    
    
    108
    
    
    
    
    
    
    
    $
    29,654
    
    
    $
    37,834
    
    
    $
    51,103
    
    
    $
    65,960Total
    
    $
    29,468
    
    
    $
    37,645
    
    
    $
    48,535
    
    
    $
    63,850
    17




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##### Table of Contents



Asset DerivativesSeptember 30, 2009
    
    
    December 31, 2008Balance Sheet
    
    
    
    
    
    
    Balance SheetLocation
    
    
    Fair Value
    
    
    Location
    
    
    Fair ValueForeign exchange contracts
    
    Other assets
    
    $
    3
    
    
    Other assets
    
    $
    32
 Liability DerivativesSeptember 30, 2009
    
    
    December 31, 2008Balance Sheet
    
    
    
    
    
    
    Balance SheetLocation
    
    
    Fair Value
    
    
    Location
    
    
    Fair ValueForeign exchange contracts
    
    Accrued liabilities
    
    $
    7,223
    
    
    Accrued liabilities
    
    $
    10,096Foreign exchange contracts
    
    Other long-term liabilities
    
    
    957
    
    
    Other long-term liabilities
    
    
    5,235$
    8,180
    
    
    
    
    
    
    $
    15,331
  Three Months Ended
    
    
    Nine Months EndedLocation of Gain
    
    
    September 30,
    
    
    September 30,(Loss)
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Recognized 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
    
    $
    (1,228
    )
    
    $
    153
    
    
    $
    7,122
    
    
    $
    (5,783
    )
 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
    
    $
    71
    
    
    $
    69
    
    
    $
    
    
    
    $
    
    
    
    $
    1
    
    
    $
    5Interest cost
    
    
    477
    
    
    
    459
    
    
    
    527
    
    
    
    529
    
    
    
    31
    
    
    
    37Expected return on plan assets
    
    
    (379
    )
    
    
    (497
    )
    
    
    (379
    )
    
    
    (412
    )
    
    
    
    
    
    
    Recognized actuarial loss (gain)
    
    
    27
    
    
    
    (5
    )
    
    
    49
    
    
    
    51
    
    
    
    (28
    )
    
    
    (6
    )Net periodic benefit cost
    
    
    196
    
    
    
    26
    
    
    
    197
    
    
    
    168
    
    
    
    4
    
    
    
    36Special termination benefits
    
    
    41
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    85
    
    
    
    Net benefit cost
    
    $
    237
    
    
    $
    26
    
    
    $
    197
    
    
    $
    168
    
    
    $
    89
    
    
    $
    36
  15. Comprehensive Loss
  18




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##### Table of Contents



Foreign currency translation adjustment
    
    $
    (5,157
    )Pension liability
    
    
    (10,149
    )$
    (15,306
    )
  2009
    
    
    2008Net (loss) income
    
    $
    (57,799
    )
    
    $
    952Other comprehensive loss:Foreign currency translation adjustment
    
    
    3,051
    
    
    
    (3,128
    )Unrealized loss on derivative instruments
    
    
    
    
    
    
    (3
    )Comprehensive loss
    
    $
    (54,748
    )
    
    $
    (2,179
    )
 16. Related Party Transactions
  17. Consolidating Guarantor and Non-Guarantor Financial Information
    19




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##### Table of Contents



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 THREE MONTHS ENDED SEPTEMBER 30, 2009
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(Unaudited)(In thousands)REVENUES
    
    $
    
    
    
    $
    91,114
    
    
    $
    26,084
    
    
    $
    (6,387
    )
    
    $
    110,811COST OF REVENUES
    
    
    
    
    
    
    86,693
    
    
    
    26,893
    
    
    
    (6,387
    )
    
    
    107,199Gross Profit (Loss)
    
    
    
    
    
    
    4,421
    
    
    
    (809
    )
    
    
    
    
    
    
    3,612SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
    
    
    
    
    
    
    7,723
    
    
    
    3,575
    
    
    
    
    
    
    
    11,298AMORTIZATION EXPENSE
    
    
    
    
    
    
    98
    
    
    
    
    
    
    
    
    
    
    
    98EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES
    
    
    12,207
    
    
    
    (129
    )
    
    
    
    
    
    
    (12,078
    )
    
    
    Operating Loss
    
    
    (12,207
    )
    
    
    (3,271
    )
    
    
    (4,384
    )
    
    
    12,078
    
    
    
    (7,784
    )OTHER EXPENSE
    
    
    
    
    
    
    
    
    
    
    1,211
    
    
    
    
    
    
    
    1,211INTEREST EXPENSE
    
    
    441
    
    
    
    3,533
    
    
    
    15
    
    
    
    
    
    
    
    3,989LOSS ON EARLY EXTINGUISHMENT OF DEBT
    
    
    459
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    459EXPENSE RELATING TO DEBT EXCHANGE
    
    
    2,902
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,902Loss Before Benefit for Income Taxes
    
    
    (16,009
    )
    
    
    (6,804
    )
    
    
    (5,610
    )
    
    
    12,078
    
    
    
    (16,345
    )BENEFIT FOR INCOME TAXES
    
    
    (127
    )
    
    
    
    
    
    
    (336
    )
    
    
    
    
    
    
    (463
    )NET LOSS
    
    $
    (15,882
    )
    
    $
    (6,804
    )
    
    $
    (5,274
    )
    
    $
    12,078
    
    
    $
    (15,882
    )
 21




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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 NINE MONTHS ENDED SEPTEMBER 30, 2009
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(Unaudited)(In thousands)REVENUES
    
    $
    
    
    
    $
    264,209
    
    
    $
    75,072
    
    
    $
    (16,437
    )
    
    $
    322,844COST OF REVENUES
    
    
    
    
    
    
    260,722
    
    
    
    79,285
    
    
    
    (16,437
    )
    
    
    323,570Gross Profit (Loss)
    
    
    
    
    
    
    3,487
    
    
    
    (4,213
    )
    
    
    
    
    
    
    (726
    )SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
    
    
    
    
    
    
    24,475
    
    
    
    10,532
    
    
    
    
    
    
    
    35,007AMORTIZATION EXPENSE
    
    
    
    
    
    
    292
    
    
    
    
    
    
    
    
    
    
    
    292INTANGIBLE ASSET IMPAIRMENT
    
    
    
    
    
    
    7,000
    
    
    
    
    
    
    
    
    
    
    
    7,000LONG-LIVED ASSET IMPAIRMENT
    
    
    
    
    
    
    
    
    
    
    3,445
    
    
    
    
    
    
    
    3,445EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES
    
    
    51,436
    
    
    
    (226
    )
    
    
    
    
    
    
    (51,210
    )
    
    
    RESTRUCTURING COSTS
    
    
    
    
    
    
    853
    
    
    
    1,094
    
    
    
    
    
    
    
    1,947Operating Loss
    
    
    (51,436
    )
    
    
    (28,907
    )
    
    
    (19,284
    )
    
    
    51,210
    
    
    
    (48,417
    )OTHER EXPENSE (INCOME)
    
    
    
    
    
    
    16
    
    
    
    (7,202
    )
    
    
    
    
    
    
    (7,186
    )INTEREST EXPENSE
    
    
    1,028
    
    
    
    10,128
    
    
    
    143
    
    
    
    
    
    
    
    11,299LOSS ON EARLY EXTINGUISHMENT OF DEBT
    
    
    1,254
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,254EXPENSE RELATING TO DEBT EXCHANGE
    
    
    2,902
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,902Loss Before Provision (Benefit) for Income Taxes
    
    
    (56,620
    )
    
    
    (39,051
    )
    
    
    (12,225
    )
    
    
    51,210
    
    
    
    (56,686
    )PROVISION (BENEFIT) FOR INCOME TAXES
    
    
    1,179
    
    
    
    
    
    
    
    (66
    )
    
    
    
    
    
    
    1,113NET LOSS
    
    $
    (57,799
    )
    
    $
    (39,051
    )
    
    $
    (12,159
    )
    
    $
    51,210
    
    
    $
    (57,799
    )
 22




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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 SEPTEMBER 30, 2009
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(Unaudited)(In thousands)ASSETSCURRENT ASSETS:Cash
    
    $
    3,990
    
    
    $
    210
    
    
    $
    5,976
    
    
    $
    
    
    
    $
    10,176Accounts receivable, net
    
    
    219
    
    
    
    58,845
    
    
    
    16,321
    
    
    
    
    
    
    
    75,385Intercompany receivable
    
    
    44,858
    
    
    
    4,622
    
    
    
    
    
    
    
    (49,480
    )
    
    
    Inventories, net
    
    
    
    
    
    
    32,620
    
    
    
    25,365
    
    
    
    
    
    
    
    57,985Other current assets
    
    
    745
    
    
    
    2,444
    
    
    
    4,662
    
    
    
    441
    
    
    
    8,292Total current assets
    
    
    49,812
    
    
    
    98,741
    
    
    
    52,324
    
    
    
    (49,039
    )
    
    
    151,838PROPERTY, PLANT AND EQUIPMENT, net
    
    
    
    
    
    
    72,508
    
    
    
    6,221
    
    
    
    
    
    
    
    78,729EQUITY INVESTMENT IN SUBSIDIARIES
    
    
    118,368
    
    
    
    8,811
    
    
    
    
    
    
    
    (127,179
    )
    
    
    INTANGIBLE ASSETS, net
    
    
    
    
    
    
    27,320
    
    
    
    
    
    
    
    
    
    
    
    27,320OTHER ASSETS, net
    
    
    4,176
    
    
    
    8,928
    
    
    
    3
    
    
    
    4,358
    
    
    
    17,465TOTAL ASSETS
    
    $
    172,356
    
    
    $
    216,308
    
    
    $
    58,548
    
    
    $
    (171,860
    )
    
    $
    275,352LIABILITIES AND STOCKHOLDERS INVESTMENTCURRENT LIABILITIES:Accounts payable
    
    $
    
    
    
    $
    46,343
    
    
    $
    13,299
    
    
    $
    
    
    
    $
    59,642Intercompany payable
    
    
    
    
    
    
    39,333
    
    
    
    10,147
    
    
    
    (49,480
    )
    
    
    Accrued liabilities, other
    
    
    14,410
    
    
    
    12,075
    
    
    
    4,121
    
    
    
    4,862
    
    
    
    35,468Total current liabilities
    
    
    14,410
    
    
    
    97,751
    
    
    
    27,567
    
    
    
    (44,618
    )
    
    
    95,110LONG-TERM DEBT, net
    
    
    160,854
    
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    160,859PENSION AND OTHER POST-RETIREMENT BENEFITS
    
    
    
    
    
    
    12,876
    
    
    
    6,804
    
    
    
    
    
    
    
    19,680OTHER LONG-TERM LIABILITIES
    
    
    3,198
    
    
    
    257
    
    
    
    2,417
    
    
    
    (63
    )
    
    
    5,809Total liabilities
    
    
    178,462
    
    
    
    110,884
    
    
    
    36,793
    
    
    
    (44,681
    )
    
    
    281,458STOCKHOLDERS (DEFICIT) INVESTMENT
    
    
    (6,106
    )
    
    
    105,424
    
    
    
    21,755
    
    
    
    (127,179
    )
    
    
    (6,106
    )TOTAL LIABILITIES AND STOCKHOLDERS INVESTMENT
    
    $
    172,356
    
    
    $
    216,308
    
    
    $
    58,548
    
    
    $
    (171,860
    )
    
    $
    275,352
 23




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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 NINE MONTHS ENDED SEPTEMBER 30, 2009
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(Unaudited)(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (57,799
    )
    
    $
    (39,051
    )
    
    $
    (12,159
    )
    
    $
    51,210
    
    
    $
    (57,799
    )Adjustments to reconcile net loss to net cash (used in)
provided by operating activities:Depreciation and amortization
    
    
    
    
    
    
    10,974
    
    
    
    1,958
    
    
    
    
    
    
    
    12,932Noncash amortization of debt financing costs
    
    
    1,069
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,069Loss on early extinguishment of debt
    
    
    1,254
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,254Share-based compensation expense
    
    
    
    
    
    
    2,139
    
    
    
    
    
    
    
    
    
    
    
    2,139Loss on sale of assets
    
    
    
    
    
    
    584
    
    
    
    393
    
    
    
    
    
    
    
    977Equity loss (gain) in subsidiaries
    
    
    51,436
    
    
    
    (226
    )
    
    
    
    
    
    
    (51,210
    )
    
    
    Noncash gain on forward exchange contracts
    
    
    
    
    
    
    
    
    
    
    (7,122
    )
    
    
    
    
    
    
    (7,122
    )Intangible asset impairment
    
    
    
    
    
    
    7,000
    
    
    
    
    
    
    
    
    
    
    
    7,000Long-lived asset impairment
    
    
    
    
    
    
    
    
    
    
    3,445
    
    
    
    
    
    
    
    3,445Change in other operating items
    
    
    3,446
    
    
    
    40,084
    
    
    
    6,868
    
    
    
    (341
    )
    
    
    50,057Net cash (used in) provided by operating activities
    
    
    (594
    )
    
    
    21,504
    
    
    
    (6,617
    )
    
    
    (341
    )
    
    
    13,952CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    
    
    
    
    (3,557
    )
    
    
    (1,242
    )
    
    
    
    
    
    
    (4,799
    )Proceeds from disposal/sale of property, plant and equipment
    
    
    
    
    
    
    14
    
    
    
    6
    
    
    
    
    
    
    
    20Other investing activities
    
    
    
    
    
    
    (1,969
    )
    
    
    
    
    
    
    
    
    
    
    (1,969
    )Net cash used in investing activities
    
    
    
    
    
    
    (5,512
    )
    
    
    (1,236
    )
    
    
    
    
    
    
    (6,748
    )CASH FLOWS FROM FINANCING ACTIVITIES:Repayment of revolving credit facility
    
    
    (237,290
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (237,290
    )Borrowings under revolving credit facility
    
    
    222,490
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    222,490Borrowings of long-term debt
    
    
    13,120
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,120Payments on capital lease obligations
    
    
    
    
    
    
    (81
    )
    
    
    (9
    )
    
    
    
    
    
    
    (90
    )Change in intercompany receivables/payables
    
    
    9,499
    
    
    
    (15,749
    )
    
    
    5,909
    
    
    
    341
    
    
    
    Debt issuance costs and other
    
    
    (3,244
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,244
    )Net cash provided by (used in) financing activities
    
    
    4,575
    
    
    
    (15,830
    )
    
    
    5,900
    
    
    
    341
    
    
    
    (5,014
    )EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH
    
    
    
    
    
    
    1
    
    
    
    675
    
    
    
    
    
    
    
    676NET INCREASE (DECREASE) IN CASH
    
    
    3,981
    
    
    
    163
    
    
    
    (1,278
    )
    
    
    
    
    
    
    2,866CASH:Beginning of period
    
    
    9
    
    
    
    47
    
    
    
    7,254
    
    
    
    
    
    
    
    7,310End of period
    
    $
    3,990
    
    
    $
    210
    
    
    $
    5,976
    
    
    $
    
    
    
    $
    10,176
 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 THREE MONTHS ENDED SEPTEMBER 30, 2008
 Previously Reported
    
    
    RestatedParent
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    
    
    
    
    
    
    
    
    Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated
    
    
    Company
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(Unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (Unaudited)(In thousands)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (In thousands)REVENUES
    
    $
    
    
    
    $
    147,665
    
    
    $
    53,617
    
    
    $
    (8,422
    )
    
    $
    192,860
    
    
    $
    
    
    
    $
    147,398
    
    
    $
    53,618
    
    
    $
    (8,156
    )
    
    $
    192,860COST OF REVENUES
    
    
    
    
    
    
    135,798
    
    
    
    48,240
    
    
    
    (8,086
    )
    
    
    175,952
    
    
    
    
    
    
    
    135,868
    
    
    
    48,240
    
    
    
    (8,156
    )
    
    
    175,952Gross Profit
    
    
    
    
    
    
    11,867
    
    
    
    5,377
    
    
    
    (336
    )
    
    
    16,908
    
    
    
    
    
    
    
    11,530
    
    
    
    5,378
    
    
    
    
    
    
    
    16,908SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    
    
    
    
    11,487
    
    
    
    4,762
    
    
    
    (266
    )
    
    
    15,983
    
    
    
    
    
    
    
    11,221
    
    
    
    4,762
    
    
    
    
    
    
    
    15,983AMORTIZATION EXPENSE
    
    
    
    
    
    
    103
    
    
    
    276
    
    
    
    
    
    
    
    379
    
    
    
    
    
    
    
    103
    
    
    
    276
    
    
    
    
    
    
    
    379EQUITY IN EARNINGS OF
CONSOLIDATED
SUBSIDIARIES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,235
    
    
    
    (64
    )
    
    
    
    
    
    
    (2,171
    )
    
    
    Operating Income (Loss)
    
    
    
    
    
    
    277
    
    
    
    339
    
    
    
    (70
    )
    
    
    546
    
    
    
    (2,235
    )
    
    
    270
    
    
    
    340
    
    
    
    2,171
    
    
    
    546OTHER EXPENSE (INCOME)
    
    
    
    
    
    
    3,862
    
    
    
    (3,934
    )
    
    
    
    
    
    
    (72
    )
    
    
    
    
    
    
    117
    
    
    
    (189
    )
    
    
    
    
    
    
    (72
    )INTEREST EXPENSE
    
    
    
    
    
    
    3,595
    
    
    
    870
    
    
    
    (757
    )
    
    
    3,708
    
    
    
    106
    
    
    
    3,488
    
    
    
    114
    
    
    
    
    
    
    
    3,708(Loss) Income Before
(Benefit) Provision for
Income Taxes
    
    
    
    
    
    
    (7,180
    )
    
    
    3,403
    
    
    
    687
    
    
    
    (3,090
    )
    
    
    (2,341
    )
    
    
    (3,335
    )
    
    
    415
    
    
    
    2,171
    
    
    
    (3,090
    )(BENEFIT) PROVISION FOR
INCOME TAXES
    
    
    
    
    
    
    (2,022
    )
    
    
    1,535
    
    
    
    
    
    
    
    (487
    )
    
    
    262
    
    
    
    (898
    )
    
    
    149
    
    
    
    
    
    
    
    (487
    )NET (LOSS) INCOME
    
    $
    
    
    
    $
    (5,158
    )
    
    $
    1,868
    
    
    $
    687
    
    
    $
    (2,603
    )
    
    $
    (2,603
    )
    
    $
    (2,437
    )
    
    $
    266
    
    
    $
    2,171
    
    
    $
    (2,603
    )
 25




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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 NINE MONTHS ENDED SEPTEMBER 30, 2008
 Previously Reported
    
    
    RestatedParent
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    
    
    
    
    
    
    
    
    Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated
    
    
    Company
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(Unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (Unaudited)(In thousands)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (In thousands)REVENUES
    
    $
    
    
    
    $
    436,695
    
    
    $
    186,261
    
    
    $
    (23,852
    )
    
    $
    599,104
    
    
    $
    
    
    
    $
    436,039
    
    
    $
    186,261
    
    
    $
    (23,196
    )
    
    $
    599,104COST OF REVENUES
    
    
    
    
    
    
    399,215
    
    
    
    161,870
    
    
    
    (23,062
    )
    
    
    538,023
    
    
    
    
    
    
    
    399,349
    
    
    
    161,870
    
    
    
    (23,196
    )
    
    
    538,023Gross Profit
    
    
    
    
    
    
    37,480
    
    
    
    24,391
    
    
    
    (790
    )
    
    
    61,081
    
    
    
    
    
    
    
    36,690
    
    
    
    24,391
    
    
    
    
    
    
    
    61,081SELLING, GENERAL
AND ADMINISTRATIVE
EXPENSES
    
    
    
    
    
    
    33,713
    
    
    
    14,704
    
    
    
    (656
    )
    
    
    47,761
    
    
    
    
    
    
    
    33,057
    
    
    
    14,704
    
    
    
    
    
    
    
    47,761GAIN ON SALE OF
LONG-LIVED ASSETS
    
    
    
    
    
    
    (6,075
    )
    
    
    
    
    
    
    
    
    
    
    (6,075
    )
    
    
    
    
    
    
    (6,075
    )
    
    
    
    
    
    
    
    
    
    
    (6,075
    )AMORTIZATION EXPENSE
    
    
    
    
    
    
    310
    
    
    
    755
    
    
    
    
    
    
    
    1,065
    
    
    
    
    
    
    
    310
    
    
    
    755
    
    
    
    
    
    
    
    1,065EQUITY IN EARNINGS
OF CONSOLIDATED
SUBSIDIARIES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (934
    )
    
    
    (183
    )
    
    
    
    
    
    
    1,117
    
    
    
    Operating Income
    
    
    
    
    
    
    9,532
    
    
    
    8,932
    
    
    
    (134
    )
    
    
    18,330
    
    
    
    934
    
    
    
    9,581
    
    
    
    8,932
    
    
    
    (1,117
    )
    
    
    18,330OTHER EXPENSE
    
    
    
    
    
    
    161
    
    
    
    5,679
    
    
    
    
    
    
    
    5,840
    
    
    
    
    
    
    
    161
    
    
    
    5,679
    
    
    
    
    
    
    
    5,840INTEREST EXPENSE
    
    
    
    
    
    
    11,010
    
    
    
    1,930
    
    
    
    (1,533
    )
    
    
    11,407
    
    
    
    310
    
    
    
    10,700
    
    
    
    397
    
    
    
    
    
    
    
    11,407(Loss) Income
Before Provision
(Benefit) for
Income Taxes
    
    
    
    
    
    
    (1,639
    )
    
    
    1,323
    
    
    
    1,399
    
    
    
    1,083
    
    
    
    624
    
    
    
    (1,280
    )
    
    
    2,856
    
    
    
    (1,117
    )
    
    
    1,083PROVISION (BENEFIT)
FOR INCOME TAXES
    
    
    
    
    
    
    245
    
    
    
    (114
    )
    
    
    
    
    
    
    131
    
    
    
    (328
    )
    
    
    573
    
    
    
    (114
    )
    
    
    
    
    
    
    131NET (LOSS) INCOME
    
    $
    
    
    
    $
    (1,884
    )
    
    $
    1,437
    
    
    $
    1,399
    
    
    $
    952
    
    
    $
    952
    
    
    $
    (1,853
    )
    
    $
    2,970
    
    
    $
    (1,117
    )
    
    $
    952
 26




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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
 Previously Reported
    
    
    RestatedParent
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    
    
    
    
    
    
    
    
    Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated
    
    
    Company
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(Unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (Unaudited)(In thousands)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (In thousands)ASSETS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ASSETSCURRENT ASSETS:Cash
    
    $
    
    
    
    $
    55
    
    
    $
    7,255
    
    
    $
    
    
    
    $
    7,310
    
    
    $
    9
    
    
    $
    47
    
    
    $
    7,254
    
    
    $
    
    
    
    $
    7,310Accounts receivable, net
    
    
    
    
    
    
    88,918
    
    
    
    13,056
    
    
    
    (1,076
    )
    
    
    100,898
    
    
    
    219
    
    
    
    80,915
    
    
    
    19,764
    
    
    
    
    
    
    
    100,898Intercompany receivable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54,358
    
    
    
    
    
    
    
    600
    
    
    
    (54,958
    )
    
    
    Inventories, net
    
    
    
    
    
    
    59,554
    
    
    
    32,113
    
    
    
    (885
    )
    
    
    90,782
    
    
    
    
    
    
    
    58,669
    
    
    
    32,113
    
    
    
    
    
    
    
    90,782Prepaid expenses
    
    
    
    
    
    
    4,226
    
    
    
    4,765
    
    
    
    11,437
    
    
    
    20,428
    
    
    
    150
    
    
    
    4,076
    
    
    
    4,765
    
    
    
    11,437
    
    
    
    20,428Deferred income taxes
    
    
    
    
    
    
    (2,868
    )
    
    
    5,673
    
    
    
    (2,805
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total current assets
    
    
    
    
    
    
    149,885
    
    
    
    62,862
    
    
    
    6,671
    
    
    
    219,418
    
    
    
    54,736
    
    
    
    143,707
    
    
    
    64,496
    
    
    
    (43,521
    )
    
    
    219,418PROPERTY,
PLANT AND
EQUIPMENT, net
    
    
    
    
    
    
    80,154
    
    
    
    10,238
    
    
    
    
    
    
    
    90,392
    
    
    
    
    
    
    
    80,154
    
    
    
    10,238
    
    
    
    
    
    
    
    90,392EQUITY INVESTMENT IN SUBSIDIARIES
    
    
    62,537
    
    
    
    44,647
    
    
    
    50,305
    
    
    
    (157,489
    )
    
    
    
    
    
    
    164,615
    
    
    
    8,540
    
    
    
    
    
    
    
    (173,155
    )
    
    
    INTANGIBLE ASSETS, net
    
    
    
    
    
    
    34,610
    
    
    
    
    
    
    
    
    
    
    
    34,610
    
    
    
    
    
    
    
    34,610
    
    
    
    
    
    
    
    
    
    
    
    34,610OTHER ASSETS, net
    
    
    
    
    
    
    35,821
    
    
    
    3,354
    
    
    
    (28,834
    )
    
    
    10,341
    
    
    
    3,500
    
    
    
    6,745
    
    
    
    32
    
    
    
    64
    
    
    
    10,341TOTAL ASSETS
    
    $
    62,537
    
    
    $
    345,117
    
    
    $
    126,759
    
    
    $
    (179,652
    )
    
    $
    354,761
    
    
    $
    222,851
    
    
    $
    273,756
    
    
    $
    74,766
    
    
    $
    (216,612
    )
    
    $
    354,761LIABILITIES AND STOCKHOLDERS INVESTMENT
    
    
    
    
    
    LIABILITIES AND STOCKHOLDERS INVESTMENTCURRENT LIABILITIES:Current maturities of long-term debt
    
    $
    
    
    
    $
    81
    
    
    $
    
    
    
    $
    
    
    
    $
    81
    
    
    $
    14,800
    
    
    $
    81
    
    
    $
    
    
    
    $
    
    
    
    $
    14,881Accounts payable
    
    
    
    
    
    
    54,365
    
    
    
    20,161
    
    
    
    (1,075
    )
    
    
    73,451
    
    
    
    
    
    
    
    53,827
    
    
    
    19,624
    
    
    
    
    
    
    
    73,451Intercompany payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,530
    
    
    
    4,428
    
    
    
    (54,958
    )
    
    
    Accrued liabilities, other
    
    
    
    
    
    
    20,590
    
    
    
    16,057
    
    
    
    6,770
    
    
    
    43,417
    
    
    
    11,699
    
    
    
    13,716
    
    
    
    6,501
    
    
    
    11,501
    
    
    
    43,417Total current liabilities
    
    
    
    
    
    
    75,036
    
    
    
    36,218
    
    
    
    5,695
    
    
    
    116,949
    
    
    
    26,499
    
    
    
    118,154
    
    
    
    30,553
    
    
    
    (43,457
    )
    
    
    131,749LONG-TERM DEBT, net
    
    
    
    
    
    
    164,800
    
    
    
    25,731
    
    
    
    (25,717
    )
    
    
    164,814
    
    
    
    150,000
    
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    150,014DEFERRED TAX LIABILITIES
    
    
    
    
    
    
    29,714
    
    
    
    (816
    )
    
    
    (28,898
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    PENSION AND OTHER POST-RETIREMENT BENEFITS
    
    
    
    
    
    
    13,157
    
    
    
    6,728
    
    
    
    
    
    
    
    19,885
    
    
    
    
    
    
    
    13,157
    
    
    
    6,728
    
    
    
    
    
    
    
    19,885OTHER LONG-TERM LIABILITIES
    
    
    
    
    
    
    2,566
    
    
    
    6,605
    
    
    
    
    
    
    
    9,171
    
    
    
    2,410
    
    
    
    154
    
    
    
    6,607
    
    
    
    
    
    
    
    9,171Total liabilities
    
    
    
    
    
    
    285,273
    
    
    
    74,466
    
    
    
    (48,920
    )
    
    
    310,819
    
    
    
    178,909
    
    
    
    131,465
    
    
    
    43,902
    
    
    
    (43,457
    )
    
    
    310,819STOCKHOLDERS INVESTMENT
    
    
    62,537
    
    
    
    59,844
    
    
    
    52,293
    
    
    
    (130,732
    )
    
    
    43,942
    
    
    
    43,942
    
    
    
    142,291
    
    
    
    30,864
    
    
    
    (173,157
    )
    
    
    43,942TOTAL LIABILITIES AND STOCKHOLDERS
INVESTMENT
    
    $
    62,537
    
    
    $
    345,117
    
    
    $
    126,759
    
    
    $
    (179,652
    )
    
    $
    354,761
    
    
    $
    222,851
    
    
    $
    273,756
    
    
    $
    74,766
    
    
    $
    (216,612
    )
    
    $
    354,761
 27




---



##### Table of Contents



COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008
 Previously Reported
    
    
    RestatedParent
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    
    
    
    
    
    
    
    
    Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated
    
    
    Company
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(Unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (Unaudited)(In thousands)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net (loss) income
    
    $
    
    
    
    $
    (1,884
    )
    
    $
    1,437
    
    
    $
    1,399
    
    
    $
    952
    
    
    $
    952
    
    
    $
    (1,853
    )
    
    $
    2,970
    
    
    $
    (1,117
    )
    
    $
    952Adjustments to reconcile net income to
net cash provided by (used in) operating
activities:Depreciation and amortization
    
    
    
    
    
    
    10,678
    
    
    
    3,487
    
    
    
    
    
    
    
    14,165
    
    
    
    
    
    
    
    10,678
    
    
    
    3,487
    
    
    
    
    
    
    
    14,165Noncash amortization of debt financing
costs
    
    
    
    
    
    
    685
    
    
    
    
    
    
    
    
    
    
    
    685
    
    
    
    330
    
    
    
    355
    
    
    
    
    
    
    
    
    
    
    
    685Stock-based compensation expense
    
    
    
    
    
    
    2,900
    
    
    
    
    
    
    
    
    
    
    
    2,900
    
    
    
    
    
    
    
    2,900
    
    
    
    
    
    
    
    
    
    
    
    2,900Gain on sale of long-lived assets
    
    
    
    
    
    
    (5,940
    )
    
    
    (5
    )
    
    
    
    
    
    
    (5,945
    )
    
    
    
    
    
    
    (5,940
    )
    
    
    (5
    )
    
    
    
    
    
    
    (5,945
    )Equity gain in subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (934
    )
    
    
    (183
    )
    
    
    
    
    
    
    1,117
    
    
    
    Deferred income tax benefit
    
    
    
    
    
    
    (1,833
    )
    
    
    (2,118
    )
    
    
    
    
    
    
    (3,951
    )
    
    
    (447
    )
    
    
    
    
    
    
    (3,504
    )
    
    
    
    
    
    
    (3,951
    )Noncash loss on forward exchange
contracts
    
    
    
    
    
    
    
    
    
    
    5,786
    
    
    
    
    
    
    
    5,786
    
    
    
    
    
    
    
    
    
    
    
    5,786
    
    
    
    
    
    
    
    5,786Change in other operating items
    
    
    
    
    
    
    (3,993
    )
    
    
    (2,195
    )
    
    
    (1,400
    )
    
    
    (7,588
    )
    
    
    2,515
    
    
    
    (9,489
    )
    
    
    (293
    )
    
    
    (321
    )
    
    
    (7,588
    )Net cash provided by (used in)
operating activities
    
    
    
    
    
    
    613
    
    
    
    6,392
    
    
    
    (1
    )
    
    
    7,004
    
    
    
    2,416
    
    
    
    (3,532
    )
    
    
    8,441
    
    
    
    (321
    )
    
    
    7,004CASH FLOWS FROM INVESTING
ACTIVITIES:Purchases of property, plant and
equipment
    
    
    
    
    
    
    (7,809
    )
    
    
    (3,169
    )
    
    
    
    
    
    
    (10,978
    )
    
    
    
    
    
    
    (7,809
    )
    
    
    (3,169
    )
    
    
    
    
    
    
    (10,978
    )Proceeds from disposal/sale of
property, plant and equipment
    
    
    
    
    
    
    7,450
    
    
    
    20
    
    
    
    
    
    
    
    7,470
    
    
    
    
    
    
    
    7,450
    
    
    
    20
    
    
    
    
    
    
    
    7,470Post-acquisition and acquisitions
payments, net
    
    
    
    
    
    
    (181
    )
    
    
    (1,902
    )
    
    
    
    
    
    
    (2,083
    )
    
    
    
    
    
    
    (181
    )
    
    
    (1,902
    )
    
    
    
    
    
    
    (2,083
    )Other asset and liabilities
    
    
    
    
    
    
    (957
    )
    
    
    
    
    
    
    1
    
    
    
    (956
    )
    
    
    
    
    
    
    (956
    )
    
    
    
    
    
    
    
    
    
    
    (956
    )Net cash used in investing activities
    
    
    
    
    
    
    (1,497
    )
    
    
    (5,051
    )
    
    
    1
    
    
    
    (6,547
    )
    
    
    
    
    
    
    (1,496
    )
    
    
    (5,051
    )
    
    
    
    
    
    
    (6,547
    )CASH FLOWS FROM FINANCING ACTIVITIES:Repayment of revolving credit facility
    
    
    
    
    
    
    (145,500
    )
    
    
    (1,000
    )
    
    
    
    
    
    
    (146,500
    )
    
    
    (146,500
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (146,500
    )Borrowings under revolving credit
facility
    
    
    
    
    
    
    145,500
    
    
    
    1,000
    
    
    
    
    
    
    
    146,500
    
    
    
    146,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    146,500Payments on capital lease obligations
    
    
    
    
    
    
    (86
    )
    
    
    (10
    )
    
    
    
    
    
    
    (96
    )
    
    
    
    
    
    
    (86
    )
    
    
    (10
    )
    
    
    
    
    
    
    (96
    )Change in intercompany
receivables/payables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,793
    )
    
    
    4,886
    
    
    
    (3,414
    )
    
    
    321
    
    
    
    Debt issuance costs and other
    
    
    
    
    
    
    (251
    )
    
    
    
    
    
    
    
    
    
    
    (251
    )
    
    
    105
    
    
    
    (356
    )
    
    
    
    
    
    
    
    
    
    
    (251
    )Net cash (used in) provided by
financing activities
    
    
    
    
    
    
    (337
    )
    
    
    (10
    )
    
    
    
    
    
    
    (347
    )
    
    
    (1,688
    )
    
    
    4,444
    
    
    
    (3,424
    )
    
    
    321
    
    
    
    (347
    )\EFFECT OF CURRENCY EXCHANGE RATE CHANGES
ON CASH
    
    
    
    
    
    
    1,362
    
    
    
    (3,417
    )
    
    
    
    
    
    
    (2,055
    )
    
    
    (2
    )
    
    
    (1
    )
    
    
    (2,052
    )
    
    
    
    
    
    
    (2,055
    )NET INCREASE (DECREASE) IN CASH
    
    
    
    
    
    
    141
    
    
    
    (2,086
    )
    
    
    
    
    
    
    (1,945
    )
    
    
    726
    
    
    
    (585
    )
    
    
    (2,086
    )
    
    
    
    
    
    
    (1,945
    )CASH:Beginning of period
    
    
    
    
    
    
    1,349
    
    
    
    8,518
    
    
    
    
    
    
    
    9,867
    
    
    
    675
    
    
    
    675
    
    
    
    8,517
    
    
    
    
    
    
    
    9,867End of period
    
    $
    
    
    
    $
    1,490
    
    
    $
    6,432
    
    
    $
    
    
    
    $
    7,922
    
    
    $
    1,401
    
    
    $
    90
    
    
    $
    6,431
    
    
    $
    
    
    
    $
    7,922
 28




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##### Table of Contents



ITEM 2
    
     MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Company Overview
      29




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##### Table of Contents




    
    eliminating excess production capacity through the closure and consolidation of
manufacturing, warehousing or assembly facilities;
    
    adjusting our hourly and salaried workforce to optimize costs in line with our
production levels;
    
    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
  30




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##### Table of Contents



Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2009
    
    2008
    
    2009
    
    2008Revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of revenues
    
    
    96.7
    
    
    
    91.2
    
    
    
    100.2
    
    
    
    89.8Gross profit (loss)
    
    
    3.3
    
    
    
    8.8
    
    
    
    (0.2
    )
    
    
    10.2Selling, general and administrative expenses
    
    
    10.2
    
    
    
    8.3
    
    
    
    10.8
    
    
    
    8.0Amortization expense
    
    
    0.1
    
    
    
    0.2
    
    
    
    0.1
    
    
    
    0.2Gain on sale of long-lived asset
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1.0
    )Intangible asset impairment
    
    
    
    
    
    
    
    
    
    
    2.2
    
    
    
    Long-lived asset impairment
    
    
    
    
    
    
    
    
    
    
    1.1
    
    
    
    Restructuring costs
    
    
    
    
    
    
    
    
    
    
    0.6
    
    
    
    Operating (loss) income
    
    
    (7.0
    )
    
    
    0.3
    
    
    
    (15.0
    )
    
    
    3.0Other expense (income)
    
    
    1.1
    
    
    
    
    
    
    
    (2.2
    )
    
    
    1.0Interest expense
    
    
    3.6
    
    
    
    1.9
    
    
    
    3.5
    
    
    
    1.9Loss on early extinguishment of debt
    
    
    0.4
    
    
    
    
    
    
    
    0.4
    
    
    
    Expense relating to debt exchange
    
    
    2.6
    
    
    
    
    
    
    
    0.9
    
    
    
    (Loss) income before (benefit) provision for income taxes
    
    
    (14.7
    )
    
    
    (1.6
    )
    
    
    (17.6
    )
    
    
    0.1(Benefit) provision for income taxes
    
    
    (0.4
    )
    
    
    (0.3
    )
    
    
    0.3
    
    
    
    Net (loss) income
    
    
    (14.3
    )%
    
    
    (1.3
    )%
    
    
    (17.9
    )%
    
    
    0.1
    %
 Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008
 Revenues
 Gross Profit
 Selling, General and Administrative Expenses
 Amortization Expense.
 Other Expense (Income)
 Interest Expense
 31




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##### Table of Contents



Loss on Early Extinguishment of Debt
 Expense Relating to Debt Exchange
 Benefit for Income Taxes
 Net Loss
 Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 30, 2008
 Revenues
 Gross (Loss) Profit
 Selling, General and Administrative Expenses
 Amortization Expense.
 Gain on Sale of Long-Lived Assets.
 Intangible Asset Impairment
 Long-Lived Asset Impairment
 Restructuring Costs
 32




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##### Table of Contents



Other (Income) Expense
 Interest Expense
 Loss on Early Extinguishment of Debt
 Expense Relating to Debt Exchange
 Provision for Income Taxes
 Net (Loss) Income
 Liquidity and Capital Resources
 Cash Flows
    Debt and Credit Facilities
  33




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##### Table of Contents




    
    no borrowings under our revolving credit facility and $0.1 million of capital lease
obligations;
 
    
    $97.8 million of 8.0% senior notes due 2013;
 
    
    $12.4 million ($16.8 million principal amount, net
of $4.4 million of original issue
discount) of 15% second lien term loan;
 
    
    $50.5 million ($42.1 million principal amount, and $8.4 million of issuance premium) of
11%/13% third lien secured notes due 2013; and
 
    
    $0.1 million of paid-in-kind interest on the 11%/13% third lien secured notes due 2013.
 Loan and Security Agreement
         34




---



##### Table of Contents



EBITDA (as defined inthe Loan and SecurityPeriod Ending on or Around
    
    Agreement, as amended)July 1, 2009 through September 30, 2009
    
    $
    1,256July 1, 2009 through October 31, 2009
    
    $
    3,422July 1, 2009 through November 30, 2009
    
    $
    5,756July 1, 2009 through December 31, 2009
    
    $
    7,191
        35




---



##### Table of Contents



Second Lien Term Loan
        36




---



##### Table of Contents



Notes Exchange
       8% Senior Notes due 2013
 pari passu
 37




---



##### Table of Contents



Covenants and Liquidity
   Update on Contractual Obligations
  38




---



##### Table of Contents



Forward-Looking Statements
  
 ITEM 3   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4   CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
   39




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##### Table of Contents



PART II. OTHER INFORMATION
 COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
        40




---



##### Table of Contents



4.1
    
    Indenture, dated as of August 4, 2009, by and among the Company, the
subsidiary guarantors party thereto and U.S. Bank National
Association, as trustee (incorporated by reference to the Companys
quarterly report on Form 10-Q (File No. 000-50890), filed on August
5, 2009).4.2
    
    Security Agreement, dated as of August 4, 2009, by and among the
Company, the subsidiaries party thereto and U.S. Bank National
Association, as third lien collateral agent (incorporated by
reference to the Companys quarterly report on Form 10-Q (File No.
000-50890), filed on August 5, 2009).4.3
    
    Warrant and Unit Agreement, dated as of August 4, 2009, by and
between the Company and U.S. Bank National Association, as warrant
agent and unit agent (incorporated by reference to the Companys
quarterly report on Form 10-Q (File No. 000-50890), filed on August
5, 2009).10.1
    
    Exchange Agreement, dated as of August 4, 2009, by and among the
Company, the subsidiaries party thereto and certain holders of the
Companys 8% Senior Notes due 2013 (incorporated by reference to the
Companys quarterly report on Form 10-Q (File No. 000-50890), filed
on August 5, 2009).10.2
    
    Consent and Amendment No. 2 to Loan and Security Agreement, dated as
of August 4, 2009, by and among the Company, certain of the Companys
subsidiaries, as borrowers, and Bank of America, N.A. as agent and
lender (incorporated by reference to the Companys quarterly report
on Form 10-Q (File No. 000-50890), filed on August 5, 2009).10.3
    
    Loan and Security Agreement, dated as of August 4, 2009, by and among
the Company, as borrower, certain of the Companys subsidiaries, as
guarantors, the financial institutions party to thereto, as lenders,
and Credit Suisse, as agent (incorporated by reference to the
Companys quarterly report on Form 10-Q (File No. 000-50890), filed
on August 5, 2009).10.4
    
    Intercreditor Agreement, dated as of August 4, 2009, by and among the
Company , certain of the Companys subsidiaries, Bank of America,
N.A., as first lien administrative and collateral agent under the
First Lien Credit Agreement, Credit Suisse, as second lien
administrative and collateral agent under the Second Lien Credit
Agreement and U.S. Bank National Association, as trustee and third
lien collateral agent under the Third Lien Notes Indenture
(incorporated by reference to the Companys quarterly report on Form
10-Q (File No. 000-50890), filed on August 5, 2009).10.5
    
    Intercreditor Agreement, dated as of August 4, 2009, by and among the
Company, certain of the Companys subsidiaries, Credit Suisse, as
second lien administrative and collateral agent under the Second Lien
Credit Agreement and U.S. Bank National Association, as trustee and
third lien collateral agent under the Third Lien Notes Indenture
(incorporated by reference to the Companys quarterly report on Form
10-Q (File No. 000-50890), filed on August 5, 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.
 41




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##### Table of Contents



SIGNATURE
  COMMERCIAL VEHICLE GROUP, INC.Date:  November 6, 2009
    By:
    /s/ Chad M. UtrupChad M. UtrupChief Financial Officer

(Principal financial and accounting officer
and duly authorized officer) 42