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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, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from ___ to ___
 Commission file number 001-34365
 COMMERCIAL VEHICLE GROUP, INC.
  Delaware
    
    41-1990662(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)7800 Walton 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 o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 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, 2010 AND 2009 (UNAUDITED)
    
    
    1CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2010
AND DECEMBER 31, 2009 (UNAUDITED)
    
    
    2CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 2010 AND 2009 (UNAUDITED)
    
    
    3NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
    
    
    4ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
    
    
    23ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    31ITEM 4 CONTROLS AND PROCEDURES
    
    
    31PART II OTHER INFORMATION
    
    
    33SIGNATURES
    
    
    35Certification of CEOCertification of CFOCEO
Certification Pursuant to Section 906CFO
Certification Pursuant to Section 906EX-31.1EX-31.2EX-32.1EX-32.2
  i




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##### Table of Contents



ITEM 1  FINANCIAL STATEMENTS
 COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)(In thousands, except per share
    
    
    (In thousands, except per shareamounts)
    
    
    amounts)REVENUES
    
    $
    150,950
    
    
    $
    110,811
    
    
    $
    439,706
    
    
    $
    322,844COST OF REVENUES
    
    
    131,086
    
    
    
    107,199
    
    
    
    385,194
    
    
    
    323,570Gross Profit (Loss)
    
    
    19,864
    
    
    
    3,612
    
    
    
    54,512
    
    
    
    (726
    )SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
    
    
    14,533
    
    
    
    11,298
    
    
    
    41,412
    
    
    
    35,007AMORTIZATION EXPENSE
    
    
    60
    
    
    
    98
    
    
    
    180
    
    
    
    292INTANGIBLE ASSET IMPAIRMENT
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,000LONG-LIVED ASSET IMPAIRMENT
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,445RESTRUCTURING COSTS
    
    
    162
    
    
    
    
    
    
    
    1,572
    
    
    
    1,947Operating Income (Loss)
    
    
    5,109
    
    
    
    (7,784
    )
    
    
    11,348
    
    
    
    (48,417
    )OTHER (INCOME) EXPENSE
    
    
    (1,061
    )
    
    
    1,211
    
    
    
    (3,801
    )
    
    
    (7,186
    )INTEREST EXPENSE
    
    
    4,418
    
    
    
    3,989
    
    
    
    12,839
    
    
    
    11,299LOSS ON EARLY EXTINGUISHMENT OF DEBT
    
    
    
    
    
    
    459
    
    
    
    
    
    
    
    1,254EXPENSE RELATING TO DEBT EXCHANGE
    
    
    
    
    
    
    2,902
    
    
    
    
    
    
    
    2,902Income (Loss) Before Provision (Benefit) for Income Taxes
    
    
    1,752
    
    
    
    (16,345
    )
    
    
    2,310
    
    
    
    (56,686
    )PROVISION (BENEFIT) FOR INCOME TAXES
    
    
    610
    
    
    
    (463
    )
    
    
    (201
    )
    
    
    1,113NET INCOME (LOSS)
    
    $
    1,142
    
    
    $
    (15,882
    )
    
    $
    2,511
    
    
    $
    (57,799
    )INCOME (LOSS) PER COMMON SHARE:Basic
    
    $
    0.04
    
    
    $
    (0.73
    )
    
    $
    0.10
    
    
    $
    (2.66
    )Diluted
    
    $
    0.04
    
    
    $
    (0.73
    )
    
    $
    0.09
    
    
    $
    (2.66
    )WEIGHTED AVERAGE SHARES OUTSTANDING:Basic
    
    
    27,340
    
    
    
    21,747
    
    
    
    25,770
    
    
    
    21,747Diluted
    
    
    28,087
    
    
    
    21,747
    
    
    
    26,584
    
    
    
    21,747
  1




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COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 September 30,
    
    
    December 31,2010
    
    
    2009(Unaudited)
    
    
    (Unaudited)(In thousands, except share and pershare amounts)ASSETSCURRENT ASSETS:Cash
    
    $
    43,783
    
    
    $
    9,524Accounts receivable, net of reserve for doubtful accounts of $2,768
and $1,812, respectfully
    
    
    90,435
    
    
    
    74,063Inventories, net
    
    
    70,397
    
    
    
    58,051Prepaid expenses and other, net
    
    
    9,960
    
    
    
    26,781Total current assets
    
    
    214,575
    
    
    
    168,419PROPERTY, PLANT AND EQUIPMENT, net
    
    
    57,201
    
    
    
    62,315INTANGIBLE ASSETS, net of accumulated amortization of $2,186 and $2,006,
respectfully
    
    
    3,907
    
    
    
    4,087OTHER ASSETS, net
    
    
    13,634
    
    
    
    15,688TOTAL ASSETS
    
    $
    289,317
    
    
    $
    250,509LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIES:Accounts payable
    
    $
    66,999
    
    
    $
    59,657Accrued liabilities, other
    
    
    33,555
    
    
    
    32,977Total current liabilities
    
    
    100,554
    
    
    
    92,634LONG-TERM DEBT
    
    
    165,277
    
    
    
    162,644PENSION AND OTHER POST-RETIREMENT BENEFITS
    
    
    25,521
    
    
    
    26,915OTHER LONG-TERM LIABILITIES
    
    
    3,634
    
    
    
    6,081Total liabilities
    
    
    294,986
    
    
    
    288,274COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS DEFICIT:Preferred stock $.01 par value; 5,000,000 shares authorized; 27,339,930
and 22,070,531 shares issued and outstanding, respectively
    
    
    274
    
    
    
    221Treasury stock purchased from employees; 130,674 shares, respectively
    
    
    (1,090
    )
    
    
    (1,090
    )Additional paid-in capital
    
    
    214,668
    
    
    
    186,291Retained loss
    
    
    (197,335
    )
    
    
    (199,846
    )Accumulated other comprehensive loss
    
    
    (22,186
    )
    
    
    (23,341
    )Total stockholders deficit
    
    
    (5,669
    )
    
    
    (37,765
    )TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT
    
    $
    289,317
    
    
    $
    250,509
  2




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##### Table of Contents



COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Nine Months EndedSeptember 30,2010
    
    
    2009(Unaudited)
    
    
    (Unaudited)(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    2,511
    
    
    $
    (57,799
    )Adjustments to reconcile net income (loss) to net cash provided by
operating activities:Depreciation and amortization
    
    
    8,842
    
    
    
    12,932Noncash amortization of debt financing costs
    
    
    1,136
    
    
    
    1,069Loss on early extinguishment of debt
    
    
    
    
    
    
    1,254Amortization of bond discount/premium, net
    
    
    (936
    )
    
    
    Paid-in-kind interest
    
    
    3,569
    
    
    
    Shared-based compensation expense
    
    
    1,998
    
    
    
    2,139(Gain) loss on sale of assets
    
    
    (87
    )
    
    
    977Noncash gain on forward exchange contracts
    
    
    (3,377
    )
    
    
    (7,122
    )Intangible asset impairment
    
    
    
    
    
    
    7,000Long-lived asset impairment
    
    
    
    
    
    
    3,445Change in other operating items
    
    
    (2,305
    )
    
    
    50,057Net cash provided by operating activities
    
    
    11,351
    
    
    
    13,952CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    (5,783
    )
    
    
    (4,799
    )Proceeds from disposal/sale of property plant and equipment
    
    
    97
    
    
    
    20Other assets and liabilities
    
    
    389
    
    
    
    (1,969
    )Net cash used in investing activities
    
    
    (5,297
    )
    
    
    (6,748
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock, net
    
    
    25,359
    
    
    
    Proceeds from issuance of common stock under equity incentive plans
    
    
    1,126
    
    
    
    Excess tax benefit from equity incentive plans
    
    
    (52
    )
    
    
    Repayment of revolving credit facility
    
    
    
    
    
    
    (237,290
    )Borrowings under revolving credit facility
    
    
    
    
    
    
    222,490Borrowing of long-term debt
    
    
    
    
    
    
    13,120Payments on capital lease obligations
    
    
    
    
    
    
    (90
    )Debt issuance costs and other
    
    
    
    
    
    
    (3,244
    )Net cash provided by (used in) financing activities
    
    
    26,433
    
    
    
    (5,014
    )EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH
    
    
    1,772
    
    
    
    676NET INCREASE IN CASH
    
    
    34,259
    
    
    
    2,866CASH:Beginning of period
    
    
    9,524
    
    
    
    7,310End of period
    
    $
    43,783
    
    
    $
    10,176SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for interest
    
    $
    9,998
    
    
    $
    12,741Cash received for income taxes, net
    
    $
    (21,116
    )
    
    $
    (4,069
    )
  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
 Improving Disclosures about Fair Value Measurements
 3. Fair Value Measurement
      4




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September 30,
    
    
    December 31, 2009Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Derivative assets (1)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    66
    
    
    
    
    
    
    $
    66
    
    
    $
    Derivative liabilities (1)
    
    $
    958
    
    
    $
    
    
    
    $
    958
    
    
    $
    
    
    
    $
    4,400
    
    
    $
    
    
    
    $
    4,400
    
    
    $
    
 
 (1)
    
    Based on observable market transactions of spot and forward rates.   September 30, 2010
    
    December 31, 2009Carrying
    
    
    
    
    
    CarryingAmount
    
    Fair Value
    
    Amount
    
    Fair ValueLong-term debt
    
    $
    165,277
    
    
    $
    146,794
    
    
    $
    162,644
    
    
    $
    103,473
  Long-term debt
 4. Restructuring Activities
  
    
    The closure and consolidation of one of our facilities located in Liberec, Czech
Republic, which was a result of managements continued focus on reducing fixed costs and
eliminating excess capacity. We substantially completed the closure as of December 31,
2009.
    
    The closure of our Norwalk, Ohio truck cab assembly facility, which was a result of
Navistars decision to insource the cab assembly operations into its existing assembly
facility in Escobedo, Mexico. We substantially completed the Norwalk closure as of
September 30, 2010.
     5




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##### Table of Contents



Facility Exitand OtherEmployee
    
    
    ContractualCosts
    
    
    Costs
    
    
    TotalBalance  December 31, 2009
    
    $
    337
    
    
    $
    1,454
    
    
    $
    1,791Provisions
    
    
    889
    
    
    
    823
    
    
    
    1,712Utilizations
    
    
    (878
    )
    
    
    (590
    )
    
    
    (1,468
    )Currency Translation
    
    
    
    
    
    
    (9
    )
    
    
    (9
    )Balance  September 30, 2010
    
    $
    348
    
    
    $
    1,678
    
    
    $
    2,026
 5. Share-Based Compensation
 Restricted Stock Awards
       Weighted-AverageShares
    
    
    Grant-Date Fair(in thousands)
    
    
    ValueNonvested at December 31, 2009
    
    
    1,226
    
    
    $
    7.60Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Forfeited
    
    
    (21
    )
    
    
    4.21Nonvested at September 30, 2010
    
    
    1,205
    
    
    $
    7.64
  6. Stockholders Investment
 Common Stock 
 6




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Preferred Stock 
 Earnings Per Share 
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net income (loss) applicable to common stockholders 
basic and diluted
    
    $
    1,142
    
    
    $
    (15,882
    )
    
    $
    2,511
    
    
    $
    (57,799
    )Weighted average number of common shares outstanding
    
    
    27,340
    
    
    
    21,747
    
    
    
    25,770
    
    
    
    21,747Dilutive effect of outstanding stock options and restricted stock
grants after application of the Treasury Stock Method
    
    
    747
    
    
    
    
    
    
    
    814
    
    
    
    Dilutive shares outstanding
    
    
    28,087
    
    
    
    21,747
    
    
    
    26,584
    
    
    
    21,747Basic income (loss) per share
    
    $
    0.04
    
    
    $
    (0.73
    )
    
    $
    0.10
    
    
    $
    (2.66
    )Diluted income (loss) per share
    
    $
    0.04
    
    
    $
    (0.73
    )
    
    $
    0.09
    
    
    $
    (2.66
    )
  Dividends 
 Stockholder Rights Plan 
  Common Stock Warrants 
  7. Accounts Receivable
  7




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8. Inventories
  September 30,
    
    
    December 31,2010
    
    
    2009Raw materials
    
    $
    50,654
    
    
    $
    41,677Work in process
    
    
    12,197
    
    
    
    8,955Finished goods
    
    
    14,772
    
    
    
    14,433Less excess and obsolete
    
    
    (7,226
    )
    
    
    (7,014
    )$
    70,397
    
    
    $
    58,051
  9. Intangible Assets
   September 30, 2010
    
    December 31, 2009Weighted-
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    
    
    
    
    
    
    
    AverageAmortization
    
    Gross Carrying
    
    Accumulated
    
    Net Carrying
    
    Amortization
    
    Gross Carrying
    
    Accumulated
    
    Net CarryingPeriod
    
    Amount
    
    Amortization
    
    Amount
    
    Period
    
    Amount
    
    Amortization
    
    AmountDefinite-lived intangible assets:Trademarks/Tradenames
    
    20 years
    
    $
    5,655
    
    
    $
    (1,748
    )
    
    $
    3,907
    
    
    20 years
    
    $
    5,655
    
    
    $
    (1,568
    )
    
    $
    4,087
   8




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Fiscal Year Ended
    
    EstimatedDecember 31,
    
    Amortization Expense2010
    
    
    $
    2402011
    
    
    $
    2402012
    
    
    $
    2402013
    
    
    $
    2402014
    
    
    $
    2402015
    
    
    $
    240
 10. Debt
  September 30,
    
    
    December 31,2010
    
    
    2009Revolving credit facilities bore interest at a weighted average of 7.4% as of September 30, 2010 and 6.2% as of December 31, 2009
    
    $
    
    
    
    $
    8.0% senior notes due July 1, 2013
    
    
    97,810
    
    
    
    97,81015% second lien term loan due November 1, 2012 ($16,800 principal amount, net of $3,351 and $4,150, respectively, of original issue discount)
    
    
    13,449
    
    
    
    12,65011%/13% third lien senior secured notes due February 15, 2013 ($42,124 principal
amount and $6,062 and $7,797, respectively, of issuance premium)
    
    
    48,186
    
    
    
    49,921Paid-in-kind interest on 11%/13% third lien senior secured notes due February 15, 2013
    
    
    5,832
    
    
    
    2,263$
    165,277
    
    
    $
    162,644
      9




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##### Table of Contents



Domestic Base
    
    LIBORLevel
    
    Ratio
    
    Rate Loans
    
    Revolver LoansIII
    
    ≤ 1.25 to 1.00
    
    
    2.00
    %
    
    
    3.00
    %II
    
    ≥ 1.25 to 1.00 but < 1.75 to 1.00
    
    
    1.75
    %
    
    
    2.75
    %I
    
    ≥ 1.75 to 1.00
    
    
    1.50
    %
    
    
    2.50
    %
       pari passu
 11. Income Taxes
  10




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##### Table of Contents



12. Commitments and Contingencies
 Warranty 
 Balance  December 31, 2009
    
    $
    3,066Additional provisions recorded
    
    
    793Deduction for payments made
    
    
    (1,175
    )Currency translation adjustment
    
    
    2Balance  September 30, 2010
    
    $
    2,686
 Leases
 Guarantees
 Litigation 
 13. Foreign Currency Forward Exchange Contracts
  11




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##### Table of Contents



September 30, 2010
    
    
    December 31, 2009U.S.
    
    
    
    
    
    
    U.S.U.S. $
    
    
    Equivalent
    
    
    U.S. $
    
    
    EquivalentEquivalent
    
    
    Fair Value
    
    
    Equivalent
    
    
    Fair ValueCommitments to buy currencies:Japanese Yen
    
    $
    
    
    
    $
    
    
    
    $
    (345
    )
    
    $
    (338
    )Commitments to sell currencies:Euro
    
    $
    1,730
    
    
    $
    2,203
    
    
    $
    12,809
    
    
    $
    15,095Japanese Yen
    
    
    1,548
    
    
    
    2,033
    
    
    
    8,004
    
    
    
    10,045$
    3,278
    
    
    $
    4,236
    
    
    $
    20,813
    
    
    $
    25,140Total
    
    $
    3,278
    
    
    $
    4,236
    
    
    $
    20,468
    
    
    $
    24,802
    Asset DerivativesSeptember 30, 2010
    
    December 31, 2009Balance Sheet
    
    
    
    
    
    Balance SheetLocation
    
    Fair Value
    
    Location
    
    Fair ValueForeign exchange contracts
    
    Other assets
    
    $
    
    
    
    Other assets
    
    $
    66
 Liability DerivativesSeptember 30, 2010
    
    December 31, 2009Balance Sheet
    
    
    
    
    
    Balance SheetLocation
    
    Fair Value
    
    Location
    
    Fair ValueForeign exchange contracts
    
    Accrued liabilities
    
    $
    958
    
    
    Accrued liabilities
    
    $
    4,400
  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,Location of Gain
    
    2010
    
    2009
    
    2010
    
    2009(Loss)Recognized in
    
    Amount of Gain (Loss)Income on
    
    Recognized in Income on
    
    Amount of Gain Recognized inDerivatives
    
    Derivatives
    
    Income on DerivativesForeign exchange contracts
    
    Other expenses
    
    $
    1,022
    
    
    $
    (1,228
    )
    
    $
    3,377
    
    
    $
    7,122
 14. Pension and Other Post-Retirement Benefit Plans
  12




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Other Post-RetirementU.S. Pension Plans
    
    
    Non-U.S. Pension Plans
    
    
    Benefit PlansThree Months Ended September 30,
    
    
    Three Months Ended September 30,
    
    
    Three Months Ended September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Service cost
    
    $
    58
    
    
    $
    71
    
    
    $
    
    
    
    $
    
    
    
    $
    1
    
    
    $
    1Interest cost
    
    
    492
    
    
    
    477
    
    
    
    596
    
    
    
    527
    
    
    
    30
    
    
    
    31Expected return on plan assets
    
    
    (426
    )
    
    
    (379
    )
    
    
    (451
    )
    
    
    (379
    )
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25
    )
    
    
    Recognized actuarial loss (gain)
    
    
    24
    
    
    
    27
    
    
    
    104
    
    
    
    49
    
    
    
    2
    
    
    
    (28
    )Net periodic benefit cost
    
    
    148
    
    
    
    196
    
    
    
    249
    
    
    
    197
    
    
    
    8
    
    
    
    4Special termination benefits
    
    
    27
    
    
    
    41
    
    
    
    
    
    
    
    
    
    
    
    68
    
    
    
    85Net benefit cost
    
    $
    175
    
    
    $
    237
    
    
    $
    249
    
    
    $
    197
    
    
    $
    76
    
    
    $
    89
  15. Comprehensive Loss
  Foreign currency translation adjustment
    
    $
    (6,935
    )Pension liability
    
    
    (15,251
    )$
    (22,186
    )
  Nine Months Ended September 30,2010
    
    
    2009Net income (loss)
    
    $
    2,511
    
    
    $
    (57,799
    )Other comprehensive loss:Foreign currency translation adjustment
    
    
    1,123
    
    
    
    3,051Pension liability
    
    
    32
    
    
    
    Comprehensive income (loss)
    
    $
    3,666
    
    
    $
    (54,748
    )
 16. Related Party Transactions
  13




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##### Table of Contents



17. Consolidating Guarantor and Non-Guarantor Financial Information
   14




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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, 2010
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(In thousands)REVENUES
    
    $
    
    
    
    $
    111,946
    
    
    $
    49,477
    
    
    $
    (10,473
    )
    
    $
    150,950COST OF REVENUES
    
    
    
    
    
    
    98,683
    
    
    
    42,876
    
    
    
    (10,473
    )
    
    
    131,086Gross Profit
    
    
    
    
    
    
    13,263
    
    
    
    6,601
    
    
    
    
    
    
    
    19,864SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    
    
    
    
    11,031
    
    
    
    3,502
    
    
    
    
    
    
    
    14,533AMORTIZATION EXPENSE
    
    
    
    
    
    
    60
    
    
    
    
    
    
    
    
    
    
    
    60EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES
    
    
    (4,970
    )
    
    
    (91
    )
    
    
    
    
    
    
    5,061
    
    
    
    RESTRUCTURING COSTS
    
    
    
    
    
    
    162
    
    
    
    
    
    
    
    
    
    
    
    162Operating Income
    
    
    4,970
    
    
    
    2,101
    
    
    
    3,099
    
    
    
    (5,061
    )
    
    
    5,109OTHER INCOME
    
    
    
    
    
    
    
    
    
    
    (1,061
    )
    
    
    
    
    
    
    (1,061
    )INTEREST EXPENSE (INCOME)
    
    
    4,408
    
    
    
    (48
    )
    
    
    58
    
    
    
    
    
    
    
    4,418Income Before (Benefit) Provision for Income Taxes
    
    
    562
    
    
    
    2,149
    
    
    
    4,102
    
    
    
    (5,061
    )
    
    
    1,752(BENEFIT) PROVISION FOR INCOME TAXES
    
    
    (580
    )
    
    
    895
    
    
    
    295
    
    
    
    
    
    
    
    610NET INCOME
    
    $
    1,142
    
    
    $
    1,254
    
    
    $
    3,807
    
    
    $
    (5,061
    )
    
    $
    1,142
 15




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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, 2010
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(In thousands)REVENUES
    
    $
    
    
    
    $
    336,837
    
    
    $
    132,264
    
    
    $
    (29,395
    )
    
    $
    439,706COST OF REVENUES
    
    
    
    
    
    
    296,815
    
    
    
    117,774
    
    
    
    (29,395
    )
    
    
    385,194Gross Profit
    
    
    
    
    
    
    40,022
    
    
    
    14,490
    
    
    
    
    
    
    
    54,512SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    
    
    
    
    32,014
    
    
    
    9,398
    
    
    
    
    
    
    
    41,412AMORTIZATION EXPENSE
    
    
    
    
    
    
    180
    
    
    
    
    
    
    
    
    
    
    
    180EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES
    
    
    (9,687
    )
    
    
    (672
    )
    
    
    
    
    
    
    10,359
    
    
    
    RESTRUCTURING COSTS
    
    
    
    
    
    
    1,572
    
    
    
    
    
    
    
    
    
    
    
    1,572Operating Income
    
    
    9,687
    
    
    
    6,928
    
    
    
    5,092
    
    
    
    (10,359
    )
    
    
    11,348OTHER INCOME
    
    
    (35
    )
    
    
    
    
    
    
    (3,766
    )
    
    
    
    
    
    
    (3,801
    )INTEREST EXPENSE (INCOME)
    
    
    12,904
    
    
    
    (205
    )
    
    
    140
    
    
    
    
    
    
    
    12,839(Loss) Income Before (Benefit) Provision for Income Taxes
    
    
    (3,182
    )
    
    
    7,133
    
    
    
    8,718
    
    
    
    (10,359
    )
    
    
    2,310(BENEFIT) PROVISION FOR INCOME TAXES
    
    
    (5,693
    )
    
    
    3,531
    
    
    
    1,961
    
    
    
    
    
    
    
    (201
    )NET INCOME
    
    $
    2,511
    
    
    $
    3,602
    
    
    $
    6,757
    
    
    $
    (10,359
    )
    
    $
    2,511
 16




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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, 2010
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(In thousands)ASSETSCURRENT ASSETS:Cash
    
    $
    31,436
    
    
    $
    678
    
    
    $
    11,669
    
    
    $
    
    
    
    $
    43,783Accounts receivable, net
    
    
    219
    
    
    
    61,924
    
    
    
    28,292
    
    
    
    
    
    
    
    90,435Intercompany receivable
    
    
    39,722
    
    
    
    12,733
    
    
    
    
    
    
    
    (52,455
    )
    
    
    Inventories, net
    
    
    
    
    
    
    40,595
    
    
    
    29,802
    
    
    
    
    
    
    
    70,397Prepaid expenses and other, net
    
    
    3,784
    
    
    
    9,460
    
    
    
    8,830
    
    
    
    (12,114
    )
    
    
    9,960Total current assets
    
    
    75,161
    
    
    
    125,390
    
    
    
    78,593
    
    
    
    (64,569
    )
    
    
    214,575PROPERTY, PLANT AND
EQUIPMENT, net
    
    
    
    
    
    
    51,423
    
    
    
    5,778
    
    
    
    
    
    
    
    57,201EQUITY INVESTMENT IN SUBSIDIARIES
    
    
    89,415
    
    
    
    9,701
    
    
    
    1
    
    
    
    (99,117
    )
    
    
    INTANGIBLE ASSETS, net
    
    
    
    
    
    
    3,907
    
    
    
    
    
    
    
    
    
    
    
    3,907OTHER ASSETS, net
    
    
    4,784
    
    
    
    9,120
    
    
    
    (1
    )
    
    
    (269
    )
    
    
    13,634TOTAL ASSETS
    
    $
    169,360
    
    
    $
    199,541
    
    
    $
    84,371
    
    
    $
    (163,955
    )
    
    $
    289,317LIABILITIES AND STOCKHOLDERS (DEFICIT) INVESTMENTCURRENT LIABILITIES:Accounts payable
    
    $
    
    
    
    $
    38,410
    
    
    $
    28,589
    
    
    $
    
    
    
    $
    66,999Intercompany payable
    
    
    
    
    
    
    35,896
    
    
    
    16,559
    
    
    
    (52,455
    )
    
    
    Accrued liabilities, other
    
    
    8,574
    
    
    
    27,290
    
    
    
    10,010
    
    
    
    (12,319
    )
    
    
    33,555Total current liabilities
    
    
    8,574
    
    
    
    101,596
    
    
    
    55,158
    
    
    
    (64,774
    )
    
    
    100,554LONG-TERM DEBT, net
    
    
    165,277
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    165,277PENSION AND OTHER POST-RETIREMENT BENEFITS
    
    
    
    
    
    
    13,580
    
    
    
    11,941
    
    
    
    
    
    
    
    25,521OTHER LONG-TERM LIABILITIES
    
    
    1,178
    
    
    
    965
    
    
    
    1,555
    
    
    
    (64
    )
    
    
    3,634Total liabilities
    
    
    175,029
    
    
    
    116,141
    
    
    
    68,654
    
    
    
    (64,838
    )
    
    
    294,986STOCKHOLDERS (DEFICIT) INVESTMENT
    
    
    (5,669
    )
    
    
    83,400
    
    
    
    15,717
    
    
    
    (99,117
    )
    
    
    (5,669
    )TOTAL LIABILITIES AND STOCKHOLDERS INVESTMENT
    
    $
    169,360
    
    
    $
    199,541
    
    
    $
    84,371
    
    
    $
    (163,955
    )
    
    $
    289,317
 17




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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, 2010
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidation(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net cash (used in) provided by operating activities
    
    $
    (3,993
    )
    
    $
    16,315
    
    
    $
    (971
    )
    
    $
    
    
    
    $
    11,351CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    
    
    
    
    (4,708
    )
    
    
    (1,075
    )
    
    
    
    
    
    
    (5,783
    )Proceeds from disposal/sale of property plant and equipment
    
    
    
    
    
    
    83
    
    
    
    14
    
    
    
    
    
    
    
    97Other assets and liabilities
    
    
    
    
    
    
    389
    
    
    
    
    
    
    
    
    
    
    
    389Net cash used in investing activities
    
    
    
    
    
    
    (4,236
    )
    
    
    (1,061
    )
    
    
    
    
    
    
    (5,297
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock, net
    
    
    25,359
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,359Proceeds from issuance of common stock under equity incentive plans
    
    
    1,126
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,126Excess tax benefit from equity incentive plans
    
    
    (52
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (52
    )Change in intercompany receivables/payables
    
    
    8,987
    
    
    
    (11,440
    )
    
    
    2,453
    
    
    
    
    
    
    
    Net cash provided by (used in) financing activities
    
    
    35,420
    
    
    
    (11,440
    )
    
    
    2,453
    
    
    
    
    
    
    
    26,433EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH
    
    
    
    
    
    
    1
    
    
    
    1,771
    
    
    
    
    
    
    
    1,772NET INCREASE IN CASH
    
    
    31,427
    
    
    
    640
    
    
    
    2,192
    
    
    
    
    
    
    
    34,259CASH:Beginning of period
    
    
    9
    
    
    
    38
    
    
    
    9,477
    
    
    
    
    
    
    
    9,524End of period
    
    $
    31,436
    
    
    $
    678
    
    
    $
    11,669
    
    
    $
    
    
    
    $
    43,783
 18




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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
    )
 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 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
    )
 20




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##### Table of Contents



COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2009
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(In thousands)ASSETSCURRENT ASSETS:Cash
    
    $
    9
    
    
    $
    38
    
    
    $
    9,477
    
    
    $
    
    
    
    $
    9,524Accounts receivable, net
    
    
    218
    
    
    
    57,680
    
    
    
    16,165
    
    
    
    
    
    
    
    74,063Intercompany receivable
    
    
    48,709
    
    
    
    9,853
    
    
    
    
    
    
    
    (58,562
    )
    
    
    Inventories, net
    
    
    
    
    
    
    34,425
    
    
    
    23,626
    
    
    
    
    
    
    
    58,051Prepaid expenses and other, net
    
    
    570
    
    
    
    16,812
    
    
    
    9,461
    
    
    
    (62
    )
    
    
    26,781Total current assets
    
    
    49,506
    
    
    
    118,808
    
    
    
    58,729
    
    
    
    (58,624
    )
    
    
    168,419PROPERTY, PLANT AND
EQUIPMENT, net
    
    
    
    
    
    
    56,938
    
    
    
    5,377
    
    
    
    
    
    
    
    62,315EQUITY INVESTMENT IN SUBSIDIARIES
    
    
    76,573
    
    
    
    8,940
    
    
    
    
    
    
    
    (85,513
    )
    
    
    INTANGIBLE ASSETS, net
    
    
    
    
    
    
    4,087
    
    
    
    
    
    
    
    
    
    
    
    4,087OTHER ASSETS, net
    
    
    6,206
    
    
    
    9,413
    
    
    
    67
    
    
    
    2
    
    
    
    15,688TOTAL ASSETS
    
    $
    132,285
    
    
    $
    198,186
    
    
    $
    64,173
    
    
    $
    (144,135
    )
    
    $
    250,509LIABILITIES AND STOCKHOLDERS (DEFICIT) INVESTMENTCURRENT LIABILITIES:Current maturities of
long-term debt
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Accounts payable
    
    
    
    
    
    
    42,638
    
    
    
    17,017
    
    
    
    2
    
    
    
    59,657Intercompany payable
    
    
    
    
    
    
    44,456
    
    
    
    14,106
    
    
    
    (58,562
    )
    
    
    Accrued liabilities, other
    
    
    4,057
    
    
    
    18,919
    
    
    
    9,999
    
    
    
    2
    
    
    
    32,977Total current liabilities
    
    
    4,057
    
    
    
    106,013
    
    
    
    41,122
    
    
    
    (58,558
    )
    
    
    92,634LONG-TERM DEBT, net
    
    
    162,644
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    162,644PENSION AND OTHER POST-RETIREMENT
BENEFITS
    
    
    
    
    
    
    14,173
    
    
    
    12,742
    
    
    
    
    
    
    
    26,915OTHER LONG-TERM LIABILITIES
    
    
    3,349
    
    
    
    294
    
    
    
    2,502
    
    
    
    (64
    )
    
    
    6,081Total liabilities
    
    
    170,050
    
    
    
    120,480
    
    
    
    56,366
    
    
    
    (58,622
    )
    
    
    288,274STOCKHOLDERS (DEFICIT) INVESTMENT
    
    
    (37,765
    )
    
    
    77,706
    
    
    
    7,807
    
    
    
    (85,513
    )
    
    
    (37,765
    )TOTAL LIABILITIES AND
STOCKHOLDERS (DEFICIT)
INVESTMENT
    
    $
    132,285
    
    
    $
    198,186
    
    
    $
    64,173
    
    
    $
    (144,135
    )
    
    $
    250,509
 21




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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
 22




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##### Table of Contents



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




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##### Table of Contents




    
    adjusting our hourly and salaried workforce to optimize costs in line with our
production levels;
 
    
    sourcing efforts in Mexico, Europe and Asia;
 
    
    consolidating our supply base to improve purchasing leverage;
 
    
    eliminating excess production capacity through the closure and consolidation of
manufacturing, warehousing or assembly facilities;
 
    
    improving our manufacturing cost basis by locating production in low-cost regions of
the world; and
 
    
    implementing Lean Manufacturing and Total Quality Production System (TQPS)
initiatives to improve operating efficiency and product quality.
   Results of Operations
  24




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##### Table of Contents



Three Months Ended September 30,
    
    Nine Months Ended September 30,2010
    
    2009
    
    2010
    
    2009Revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of revenues
    
    
    86.8
    
    
    
    96.7
    
    
    
    87.6
    
    
    
    100.2Gross profit (loss)
    
    
    13.2
    
    
    
    3.3
    
    
    
    12.4
    
    
    
    (0.2
    )Selling, general and administrative
expenses
    
    
    9.6
    
    
    
    10.2
    
    
    
    9.4
    
    
    
    10.8Amortization expense
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    0.1Intangible asset impairment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.2Long-lived asset impairment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.1Restructuring costs
    
    
    0.1
    
    
    
    
    
    
    
    0.4
    
    
    
    0.6Operating income (loss)
    
    
    3.5
    
    
    
    (7.0
    )
    
    
    2.6
    
    
    
    (15.0
    )Other (income) expense
    
    
    (0.6
    )
    
    
    1.1
    
    
    
    (0.9
    )
    
    
    (2.2
    )Interest expense
    
    
    2.9
    
    
    
    3.6
    
    
    
    2.9
    
    
    
    3.5Loss on early extinguishment of debt
    
    
    
    
    
    
    0.4
    
    
    
    
    
    
    
    0.4Expense relating to debt exchange
    
    
    
    
    
    
    2.6
    
    
    
    
    
    
    
    0.9Income (loss) before income taxes
    
    
    1.2
    
    
    
    (14.7
    )
    
    
    0.6
    
    
    
    (17.6
    )Provision (Benefit) for income taxes
    
    
    0.4
    
    
    
    (0.4
    )
    
    
    
    
    
    
    0.3Net income (loss)
    
    
    0.8
    %
    
    
    (14.3
    )%
    
    
    0.6
    %
    
    
    (17.9
    )%
 Three Months Ended September 30, 2010 Compared to Three Months Ended September 30, 2009
 Revenues
 Gross Profit
 Selling, General and Administrative Expenses
 Amortization Expense.
 Restructuring Costs.
 Other (Income) Expense
 25




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##### Table of Contents



Interest Expense
 Loss on Early Extinguishment of Debt
 Expense Relating to Debt Exchange
 Provision (Benefit) for Income Taxes
 Net Income (Loss).
 Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009
 Revenues
 Gross Profit (Loss).
 Selling, General and Administrative Expenses
 Amortization Expense.
 Intangible Asset Impairment
 Long-Lived Asset Impairment
 Restructuring Costs.
 26




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##### Table of Contents



Other Income
 Interest Expense
 Loss on Early Extinguishment of Debt
 Expense Relating to Debt Exchange
 (Benefit) Provision for Income Taxes
 Net Income (Loss)
 Liquidity and Capital Resources
 Cash Flows
    Debt and Credit Facilities
  27




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##### Table of Contents




    
    $97.8 million of 8.0% senior notes due 2013;
    
    $13.5 million ($16.8 million principal amount, net of $3.3 million of original issue
discount) of 15% second lien term loan due 2012;
 
    
    $48.2 million ($42.1 million principal amount, and $6.1 million of issuance premium) of
11%/13% third lien secured notes due 2013; and
 
    
    $5.8 million of paid-in-kind interest on the 11%/13% third lien secured notes due 2013.
 Credit Agreement
   Third Amendment to Loan and Security Agreement
 Domestic Base
    
    LIBORLevel
    
    Ratio
    
    Rate Loans
    
    Revolver LoansIII
    
    ≤ 1.25 to 1.00
    
    2.00%
    
    3.00%II
    
    ≥ 1.25 to 1.00 but < 1.75 to 1.00
    
    1.75%
    
    2.75%I
    
    ≥ 1.75 to 1.00
    
    1.50%
    
    2.50%
    28




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##### Table of Contents



Terms, Covenants and Compliance Status 
    Second Lien Credit Agreement
  Exchange of 8% Senior Notes due 2013 for Units consisting of 11%/13% Third Lien Senior Secured
Notes due 2013 and Warrants
 29




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##### Table of Contents



11%/13% Third Lien Senior Secured Notes due 2013.
  8% Senior Notes due 2013. pari
passu
 Covenants and Liquidity
   Update on Contractual Obligations
  30




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##### Table of Contents



Forward-Looking Statements
  
 ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4  CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting.
 Inherent Limitations on Effectiveness of Controls.
 31




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##### Table of Contents



32




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##### Table of Contents



PART II. OTHER INFORMATION
 COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
 Item 1.
    
    Legal Proceedings:
  Item 1A.
    
    Risk Factors:
  33




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##### Table of Contents



Item 6.
    
    Exhibits:
 10.1
    
    Amendment No. 3 dated as of September 7, 2010 to Loan and Security
Agreement, dated as of January 7, 2009, by and among Commercial
Vehicle Group, Inc., as Borrower, certain of the Companys
subsidiaries, as guarantors, the financial institutions party to
thereto, as lenders, and Bank of America, N.A. as agent for lenders
(incorporated by reference to the Companys current report on Form
8-K (File No. 001-34365), filed on September 8, 2010).31.1
    
    Certification by Mervin Dunn, President and Chief Executive Officer.31.2
    
    Certification by Chad M. Utrup, Chief Financial Officer.32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
 34




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##### Table of Contents



SIGNATURE
  COMMERCIAL VEHICLE GROUP, INC.Date:  November 9, 2010
    By:
    /s/ Chad M. UtrupChad M. UtrupChief Financial Officer
(Principal financial and accounting officer
and duly authorized officer) 35