##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 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
(State or other jurisdiction of 
incorporation or organization)
    
    41-1990662
(I.R.S. Employer
Identification No.)7800 Walton Parkway 
New Albany, Ohio
(Address of principal executive offices)
    
    43054
(Zip Code)
 (614) 289-5360
 Not Applicable
  þ o
  o o
  Large accelerated filer o
    
    Accelerated filer 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 SIX MONTHS ENDED JUNE 30, 2010 AND 2009 (UNAUDITED)
    
    
    1CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2010
AND DECEMBER 31, 2009 (UNAUDITED)
    
    
    2CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX
MONTHS ENDED JUNE 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
    
    
    22ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    29ITEM 4 CONTROLS AND PROCEDURES
    
    
    29PART II OTHER INFORMATION
    
    
    31SIGNATURES
    
    
    33Certification 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 June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)(In thousands, except per share amounts)
    
    
    (In thousands, except per share amounts)REVENUES
    
    $
    142,349
    
    
    $
    103,503
    
    
    $
    288,756
    
    
    $
    212,033COST OF REVENUES
    
    
    124,593
    
    
    
    104,592
    
    
    
    254,108
    
    
    
    216,371Gross Profit (Loss)
    
    
    17,756
    
    
    
    (1,089
    )
    
    
    34,648
    
    
    
    (4,338
    )SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
    
    
    13,668
    
    
    
    10,366
    
    
    
    26,879
    
    
    
    23,709AMORTIZATION EXPENSE
    
    
    60
    
    
    
    97
    
    
    
    120
    
    
    
    194INTANGIBLE ASSET IMPAIRMENT
    
    
    
    
    
    
    7,000
    
    
    
    
    
    
    
    7,000LONG-LIVED ASSET IMPAIRMENT
    
    
    
    
    
    
    3,445
    
    
    
    
    
    
    
    3,445RESTRUCTURING COSTS
    
    
    1,410
    
    
    
    235
    
    
    
    1,410
    
    
    
    1,947Operating Income (Loss)
    
    
    2,618
    
    
    
    (22,232
    )
    
    
    6,239
    
    
    
    (40,633
    )OTHER INCOME
    
    
    (1,281
    )
    
    
    (3,505
    )
    
    
    (2,740
    )
    
    
    (8,397
    )INTEREST EXPENSE
    
    
    3,907
    
    
    
    3,666
    
    
    
    8,421
    
    
    
    7,310LOSS ON EARLY EXTINGUISHMENT OF DEBT
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    795(Loss) Income Before Provision for Income Taxes
    
    
    (8
    )
    
    
    (22,393
    )
    
    
    558
    
    
    
    (40,341
    )(BENEFIT) PROVISION FOR INCOME TAXES
    
    
    (701
    )
    
    
    120
    
    
    
    (811
    )
    
    
    1,576NET INCOME (LOSS)
    
    $
    693
    
    
    $
    (22,513
    )
    
    $
    1,369
    
    
    $
    (41,917
    )INCOME (LOSS) PER COMMON SHARE:Basic
    
    $
    0.03
    
    
    $
    (1.04
    )
    
    $
    0.05
    
    
    $
    (1.93
    )Diluted
    
    $
    0.02
    
    
    $
    (1.04
    )
    
    $
    0.05
    
    
    $
    (1.93
    )WEIGHTED AVERAGE SHARES OUTSTANDING:Basic
    
    
    27,214
    
    
    
    21,747
    
    
    
    24,973
    
    
    
    21,747Diluted
    
    
    27,973
    
    
    
    21,747
    
    
    
    25,820
    
    
    
    21,747
  1




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##### Table of Contents



COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 June 30,
    
    
    December 31,2010
    
    
    2009(Unaudited)
    
    
    (Unaudited)(In thousands, except shareand per share amounts)ASSETSCURRENT ASSETS:Cash
    
    $
    52,371
    
    
    $
    9,524Accounts receivable, net of reserve for doubtful accounts of $2,249 and
$1,812, respectfully
    
    
    75,285
    
    
    
    74,063Inventories, net
    
    
    62,950
    
    
    
    58,051Prepaid expenses and other, net
    
    
    13,796
    
    
    
    26,781Total current assets
    
    
    204,402
    
    
    
    168,419PROPERTY, PLANT AND EQUIPMENT, net
    
    
    56,282
    
    
    
    62,315INTANGIBLE ASSETS, net of accumulated amortization of $2,125 and $2,006,
respectively
    
    
    3,968
    
    
    
    4,087OTHER ASSETS, net
    
    
    12,254
    
    
    
    15,688TOTAL ASSETS
    
    $
    276,906
    
    
    $
    250,509LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIES:Accounts payable
    
    
    58,262
    
    
    
    59,657Accrued liabilities, other
    
    
    34,940
    
    
    
    32,977Total current liabilities
    
    
    93,202
    
    
    
    92,634LONG-TERM DEBT
    
    
    164,765
    
    
    
    162,644PENSION AND OTHER POST-RETIREMENT BENEFITS
    
    
    25,410
    
    
    
    26,915OTHER LONG-TERM LIABILITIES
    
    
    3,907
    
    
    
    6,081Total liabilities
    
    
    287,284
    
    
    
    288,274COMMITMENTS AND CONTINGENCIES (Note 12)STOCKHOLDERS DEFICIT:Preferred stock $.01 par value; 5,000,000 shares authorized; no shares
issued and outstanding; common stock $.01 par value; 30,000,000 shares authorized; 27,339,930 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
    
    
    214,016
    
    
    
    186,291Retained loss
    
    
    (198,477
    )
    
    
    (199,846
    )Accumulated other comprehensive loss
    
    
    (25,101
    )
    
    
    (23,341
    )Total stockholders deficit
    
    
    (10,378
    )
    
    
    (37,765
    )TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT
    
    $
    276,906
    
    
    $
    250,509
  2




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##### Table of Contents



COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Six Months Ended June 30,2010
    
    
    2009(Unaudited)
    
    
    (Unaudited)(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    1,369
    
    
    $
    (41,917
    )Adjustments to reconcile net income (loss) to net cash provided by
operating activities:Depreciation and amortization
    
    
    6,177
    
    
    
    8,853Noncash amortization of debt financing costs
    
    
    757
    
    
    
    685Loss on early extinguishment of debt
    
    
    
    
    
    
    795Amortization of bond discount/premium, net
    
    
    (632
    )
    
    
    Paid-in-kind interest
    
    
    2,753
    
    
    
    Shared-based compensation expense
    
    
    1,345
    
    
    
    1,458(Gain) loss on sale of assets
    
    
    (51
    )
    
    
    552Noncash gain on forward exchange contracts
    
    
    (2,355
    )
    
    
    (8,350
    )Intangible asset impairment
    
    
    
    
    
    
    7,000Long-lived asset impairment
    
    
    
    
    
    
    3,445Change in other operating items
    
    
    10,682
    
    
    
    45,783Net cash provided by operating activities
    
    
    20,045
    
    
    
    18,304CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    (2,770
    )
    
    
    (3,177
    )Proceeds from disposal/sale of property plant and equipment
    
    
    65
    
    
    
    14Other assets and liabilities
    
    
    196
    
    
    
    (1,529
    )Net cash used in investing activities
    
    
    (2,509
    )
    
    
    (4,692
    )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
    
    
    
    
    
    
    (191,656
    )Borrowings under revolving credit facility
    
    
    
    
    
    
    180,240Payments on capital lease obligations
    
    
    
    
    
    
    (72
    )Debt issuance costs and other
    
    
    
    
    
    
    (2,669
    )Net cash provided by (used in) financing activities
    
    
    26,433
    
    
    
    (14,157
    )EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH
    
    
    (1,122
    )
    
    
    (656
    )NET INCREASE (DECREASE) IN CASH
    
    
    42,847
    
    
    
    (1,201
    )CASH:Beginning of period
    
    
    9,524
    
    
    
    7,310End of period
    
    $
    52,371
    
    
    $
    6,109SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for interest
    
    $
    5,406
    
    
    $
    6,568Cash received for income taxes, net
    
    $
    (21,565
    )
    
    $
    (4,858
    )
  3




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##### Table of Contents



COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 1. Description of Business and Basis of Presentation
    2. Recently Issued Accounting Pronouncements
 Improving Disclosures about Fair Value Measurements
 3. Fair Value Measurement
   Level 1  Unadjusted quoted prices in active markets for identical assets and
liabilities.
 Level 2  Observable inputs other than those included in Level 1. For example,
quoted prices for similar assets or liabilities in active markets or quoted prices
for identical assets or liabilities in inactive markets.
 Level 3  Unobservable inputs reflecting managements own assumptions about the
inputs used in pricing the asset or liability.
 4




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June 30, 2010
    
    
    December 31, 2009Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Derivative assets (1)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    66
    
    
    
    
    
    
    $
    66
    
    
    $
    Derivative liabilities (1)
    
    $
    1,980
    
    
    $
    
    
    
    $
    1,980
    
    
    $
    
    
    
    $
    4,400
    
    
    $
    
    
    
    $
    4,400
    
    
    $
    
 
 (1)
    
    Based on observable market transactions of spot and forward rates.   June 30, 2010
    
    
    December 31, 2009Carrying Amount
    
    
    Fair Value
    
    
    Carrying Amount
    
    
    Fair ValueLong-term debt
    
    $
    164,765
    
    
    $
    145,349
    
    
    $
    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 June
30, 2010.
   FacilityExitand OtherEmployee
    
    
    ContractualCosts
    
    
    Costs
    
    
    TotalBalance  December 31, 2009
    
    $
    337
    
    
    $
    1,454
    
    
    $
    1,791Provisions
    
    
    381
    
    
    
    806
    
    
    
    1,187Utilizations
    
    
    (105
    )
    
    
    (342
    )
    
    
    (447
    )Currency Translation
    
    
    
    
    
    
    (161
    )
    
    
    (161
    )Balance  June 30, 2010
    
    $
    613
    
    
    $
    1,757
    
    
    $
    2,370
  5




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##### Table of Contents



5. Share-Based Compensation
 Restricted Stock Awards
       Weighted-AverageShares
    
    
    Grant-Date Fair(in thousands)
    
    
    ValueNonvested at December 31, 2009
    
    
    1,226
    
    
    $
    7.60Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Forfeited
    
    
    (3
    )
    
    
    3.93Nonvested at June 30, 2010
    
    
    1,223
    
    
    $
    7.61
  6. Stockholders Investment
 Common Stock 
 Preferred Stock 
 Earnings Per Share 
 6




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Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net income (loss) applicable to common stockholders 
basic and diluted
    
    $
    693
    
    
    $
    (22,513
    )
    
    $
    1,369
    
    
    $
    (41,917
    )Weighted average number of common shares outstanding
    
    
    27,214
    
    
    
    21,747
    
    
    
    24,973
    
    
    
    21,747Dilutive effect of outstanding stock options and
restricted stock
grants after application of the Treasury Stock Method
    
    
    759
    
    
    
    
    
    
    
    847
    
    
    
    Dilutive shares outstanding
    
    
    27,973
    
    
    
    21,747
    
    
    
    25,820
    
    
    
    21,747Basic income (loss) per share
    
    $
    0.03
    
    
    $
    (1.04
    )
    
    $
    0.05
    
    
    $
    (1.93
    )Diluted income (loss) per share
    
    $
    0.02
    
    
    $
    (1.04
    )
    
    $
    0.05
    
    
    $
    (1.93
    )
  Dividends 
 Stockholder Rights Plan 
  Common Stock Warrants 
  7. Accounts Receivable
  7




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8. Inventories
  June 30,
    
    
    December 31,2010
    
    
    2009Raw materials
    
    $
    47,355
    
    
    $
    41,677Work in process
    
    
    10,336
    
    
    
    8,955Finished goods
    
    
    12,101
    
    
    
    14,433Less excess and obsolete
    
    
    (6,842
    )
    
    
    (7,014
    )$
    62,950
    
    
    $
    58,051
  9. Intangible Assets
   June 30, 2010
    
    
    December 31, 2009Weighted-
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted-Average
    
    
    Gross
    
    
    
    
    
    
    Net
    
    
    Average
    
    
    Gross
    
    
    
    
    
    
    NetAmortization
    
    
    Carrying
    
    
    Accumulated
    
    
    Carrying
    
    
    Amortization
    
    
    Carrying
    
    
    Accumulated
    
    
    CarryingPeriod
    
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    Period
    
    
    Amount
    
    
    Amortization
    
    
    AmountDefinite-lived intangible assets:Trademarks/Tradenames
    
    20 years
    
    $
    5,655
    
    
    $
    (1,687
    )
    

    $
    3,968
    
    
    20 years
    

    $
    5,655
    
    
    $
    (1,568)
    
    
    $
    4,087
   EstimatedFiscal Year Ended
    
    AmortizationDecember 31,
    
    Expense2010
    
    $2402011
    
    $2402012
    
    $2402013
    
    $2402014
    
    $2402015
    
    $240
 8




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10. Debt
  June 30,
    
    
    December 31,2010
    
    
    2009Revolving credit facilities bore interest at a weighted
average of 7.4% as of June 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 $3,639 and $4,150, respectively, of
original issue discount)
    
    
    13,161
    
    
    
    12,65011%/13% third lien senior secured notes due February 15, 2013
($42,124 principal
amount and $6,654 and $7,797, respectively, of issuance premium)
    
    
    48,778
    
    
    
    49,921Paid-in-kind interest on 11%/13% third lien senior secured
notes due February 15, 2013
    
    
    5,016
    
    
    
    2,263$
    164,765
    
    
    $
    162,644
       9




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##### Table of Contents



pari passu
 11. Income Taxes
      12. Commitments and Contingencies
 Warranty 
 Balance  December 31, 2009
    
    $
    3,066Additional provisions recorded
    
    
    513Deduction for payments made
    
    
    (812
    )Currency translation adjustment
    
    
    (12
    )Balance  June 30, 2010
    
    $
    2,755
 Leases
 Guarantees
 10




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##### Table of Contents



Litigation 
 13. Foreign Currency Forward Exchange Contracts
   June 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
    
    $
    4,070
    
    
    $
    4,622
    
    
    $
    12,809
    
    
    $
    15,095Swedish Krona
    
    
    72
    
    
    
    72
    
    
    
    
    
    
    
    Japanese Yen
    
    
    3,168
    
    
    
    4,595
    
    
    
    8,004
    
    
    
    10,045$
    7,310
    
    
    $
    9,289
    
    
    $
    20,813
    
    
    $
    25,140Total
    
    $
    7,310
    
    
    $
    9,289
    
    
    $
    20,468
    
    
    $
    24,802
    11




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##### Table of Contents



Asset DerivativesJune 30, 2010
    
    
    December 31, 2009Balance Sheet
    
    
    Fair
    
    
    Balance Sheet
    
    
    FairLocation
    
    
    Value
    
    
    Location
    
    
    ValueForeign exchange contracts
    
    Other assets
    
    $
    
    
    
    Other assets
    
    $
    66
 Liability DerivativesJune 30, 2010
    
    
    December 31, 2009Balance Sheet
    
    
    Fair
    
    
    Balance Sheet
    
    
    FairLocation
    
    
    Value
    
    
    Location
    
    
    ValueForeign exchange contracts
    
    Accrued liabilities
    
    $
    1,980
    
    

    Accrued liabilities
    
    $
    4,400
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Location of GainRecognized inIncome on
    
    
    Amount of Gain Recognized in
    
    
    Amount of Gain Recognized inDerivatives
    
    
    Income on Derivatives
    
    
    Income on DerivativesForeign exchange contracts
    
    Other Income
    
    $
    1,287
    
    
    $
    3,492
    
    
    $
    2,355
    
    
    $
    8,350
 14. Pension and Other Post-Retirement Benefit Plans
   Other Post-RetirementU.S. Pension Plans
    
    
    Non-U.S. Pension Plans
    
    
    Benefit PlansThree Months Ended June 30,
    
    
    Three Months Ended June 30,
    
    
    Three Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Service cost
    
    $
    66
    
    
    $
    76
    
    
    $
    
    
    
    $
    
    
    
    $
    1
    
    
    $
    3Interest cost
    
    
    492
    
    
    
    479
    
    
    
    519
    
    
    
    518
    
    
    
    29
    
    
    
    33Expected return on plan assets
    
    
    (423
    )
    
    
    (378
    )
    
    
    (395
    )
    
    
    (369
    )
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25
    )
    
    
    Recognized actuarial loss (gain)
    
    
    23
    
    
    
    28
    
    
    
    89
    
    
    
    48
    
    
    
    1
    
    
    
    (10
    )Net periodic benefit cost
    
    
    158
    
    
    
    205
    
    
    
    213
    
    
    
    197
    
    
    
    6
    
    
    
    26Special termination benefits
    
    
    26
    
    
    
    35
    
    
    
    
    
    
    
    
    
    
    
    68
    
    
    
    85Net benefit cost
    
    $
    184
    
    
    $
    240
    
    
    $
    213
    
    
    $
    197
    
    
    $
    74
    
    
    $
    111
  15. Comprehensive Loss
  12




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##### Table of Contents



Foreign currency translation adjustment
    
    $
    (10,059
    )Pension liability
    
    
    (15,042
    )$
    (25,101
    )
  Six Months Ended June 30,2010
    
    
    2009Net income (loss)
    
    $
    1,369
    
    
    $
    (41,917
    )Other comprehensive loss:Foreign currency translation adjustment
    
    
    (2,001
    )
    
    
    2,266Pension liability
    
    
    241
    
    
    
    Comprehensive loss
    
    $
    (391
    )
    
    $
    (39,651
    )
 16. Related Party Transactions
  17. Consolidating Guarantor and Non-Guarantor Financial Information
   13




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##### Table of Contents



COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2010
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(In thousands)REVENUES
    
    $
    
    
    
    $
    108,916
    
    
    $
    43,514
    
    
    $
    (10,081
    )
    
    $
    142,349COST OF REVENUES
    
    
    
    
    
    
    95,170
    
    
    
    39,504
    
    
    
    (10,081
    )
    
    
    124,593Gross Profit
    
    
    
    
    
    
    13,746
    
    
    
    4,010
    
    
    
    
    
    
    
    17,756SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
    
    
    
    
    
    
    10,705
    
    
    
    2,963
    
    
    
    
    
    
    
    13,668AMORTIZATION EXPENSE
    
    
    
    
    
    
    60
    
    
    
    
    
    
    
    
    
    
    
    60EQUITY IN EARNINGS OF
CONSOLIDATED
SUBSIDIARIES
    
    
    (1,435
    )
    
    
    (93
    )
    
    
    
    
    
    
    1,528
    
    
    
    RESTRUCTURING COSTS
    
    
    
    
    
    
    1,410
    
    
    
    
    
    
    
    
    
    
    
    1,410Operating Income
    
    
    1,435
    
    
    
    1,664
    
    
    
    1,047
    
    
    
    (1,528
    )
    
    
    2,618OTHER INCOME
    
    
    (35
    )
    
    
    
    
    
    
    (1,246
    )
    
    
    
    
    
    
    (1,281
    )INTEREST EXPENSE (INCOME)
    
    
    3,986
    
    
    
    (139
    )
    
    
    60
    
    
    
    
    
    
    
    3,907(Loss) Income Before
(Benefit) Provision
for Income Taxes
    
    
    (2,516
    )
    
    
    1,803
    
    
    
    2,233
    
    
    
    (1,528
    )
    
    
    (8
    )(BENEFIT) PROVISION FOR
INCOME TAXES
    
    
    (3,209
    )
    
    
    1,101
    
    
    
    1,407
    
    
    
    
    
    
    
    (701
    )NET INCOME
    
    $
    693
    
    
    $
    702
    
    
    $
    826
    
    
    $
    (1,528
    )
    
    $
    693
 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 SIX MONTHS ENDED JUNE 30, 2010
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(In thousands)REVENUES
    
    $
    
    
    
    $
    224,891
    
    
    $
    82,787
    
    
    $
    (18,922
    )
    
    $
    288,756COST OF REVENUES
    
    
    
    
    
    
    198,132
    
    
    
    74,898
    
    
    
    (18,922
    )
    
    
    254,108Gross Profit
    
    
    
    
    
    
    26,759
    
    
    
    7,889
    
    
    
    
    
    
    
    34,648SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
    
    
    
    
    
    
    20,983
    
    
    
    5,896
    
    
    
    
    
    
    
    26,879AMORTIZATION EXPENSE
    
    
    
    
    
    
    120
    
    
    
    
    
    
    
    
    
    
    
    120EQUITY IN EARNINGS OF
CONSOLIDATED
SUBSIDIARIES
    
    
    (4,717
    )
    
    
    (581
    )
    
    
    
    
    
    
    5,298
    
    
    
    RESTRUCTURING COSTS
    
    
    
    
    
    
    1,410
    
    
    
    
    
    
    
    
    
    
    
    1,410Operating Income
    
    
    4,717
    
    
    
    4,827
    
    
    
    1,993
    
    
    
    (5,298
    )
    
    
    6,239OTHER INCOME
    
    
    (35
    )
    
    
    
    
    
    
    (2,705
    )
    
    
    
    
    
    
    (2,740
    )INTEREST EXPENSE (INCOME)
    
    
    8,496
    
    
    
    (157
    )
    
    
    82
    
    
    
    
    
    
    
    8,421(Loss) Income Before
(Benefit) Provision
for Income Taxes
    
    
    (3,744
    )
    
    
    4,984
    
    
    
    4,616
    
    
    
    (5,298
    )
    
    
    558(BENEFIT) PROVISION FOR INCOME TAXES
    
    
    (5,113
    )
    
    
    2,636
    
    
    
    1,666
    
    
    
    
    
    
    
    (811
    )NET INCOME
    
    $
    1,369
    
    
    $
    2,348
    
    
    $
    2,950
    
    
    $
    (5,298
    )
    
    $
    1,369
 15




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##### Table of Contents



COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2010
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(In thousands)ASSETSCURRENT ASSETS:Cash
    
    $
    44,719
    
    
    $
    23
    
    
    $
    7,629
    
    
    $
    
    
    
    $
    52,371Accounts receivable, net
    
    
    219
    
    
    
    51,153
    
    
    
    23,913
    
    
    
    
    
    
    
    75,285Intercompany receivable
    
    
    31,167
    
    
    
    11,104
    
    
    
    
    
    
    
    (42,271
    )
    
    
    Inventories, net
    
    
    
    
    
    
    37,582
    
    
    
    25,368
    
    
    
    
    
    
    
    62,950Prepaid expenses and other, net
    
    
    507
    
    
    
    8,835
    
    
    
    9,951
    
    
    
    (5,497
    )
    
    
    13,796Total current assets
    
    
    76,612
    
    
    
    108,697
    
    
    
    66,861
    
    
    
    (47,768
    )
    
    
    204,402PROPERTY, PLANT AND
EQUIPMENT, net
    
    
    
    
    
    
    51,511
    
    
    
    4,771
    
    
    
    
    
    
    
    56,282EQUITY INVESTMENT IN SUBSIDIARIES
    
    
    80,877
    
    
    
    9,537
    
    
    
    
    
    
    
    (90,414
    )
    
    
    INTANGIBLE ASSETS, net
    
    
    
    
    
    
    3,968
    
    
    
    
    
    
    
    
    
    
    
    3,968OTHER ASSETS, net
    
    
    3,060
    
    
    
    9,195
    
    
    
    (1
    )
    
    
    
    
    
    
    12,254TOTAL ASSETS
    
    $
    160,549
    
    
    $
    182,908
    
    
    $
    71,631
    
    
    $
    (138,182
    )
    
    $
    276,906LIABILITIES AND STOCKHOLDERS (DEFICIT) INVESTMENTCURRENT LIABILITIES:Accounts payable
    
    $
    
    
    
    $
    34,441
    
    
    $
    23,821
    
    
    $
    
    
    
    $
    58,262Intercompany payable
    
    
    
    
    
    
    27,479
    
    
    
    14,792
    
    
    
    (42,271
    )
    
    
    Accrued liabilities, other
    
    
    5,049
    
    
    
    24,829
    
    
    
    10,495
    
    
    
    (5,433
    )
    
    
    34,940Total current liabilities
    
    
    5,049
    
    
    
    86,749
    
    
    
    49,108
    
    
    
    (47,704
    )
    
    
    93,202LONG-TERM DEBT, net
    
    
    164,765
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    164,765PENSION AND OTHER
POST-RETIREMENT BENEFITS
    
    
    
    
    
    
    13,806
    
    
    
    11,604
    
    
    
    
    
    
    
    25,410OTHER LONG-TERM LIABILITIES
    
    
    1,113
    
    
    
    935
    
    
    
    1,923
    
    
    
    (64
    )
    
    
    3,907Total liabilities
    
    
    170,927
    
    
    
    101,490
    
    
    
    62,635
    
    
    
    (47,768
    )
    
    
    287,284STOCKHOLDERS (DEFICIT)
INVESTMENT
    
    
    (10,378
    )
    
    
    81,418
    
    
    
    8,996
    
    
    
    (90,414
    )
    
    
    (10,378
    )TOTAL LIABILITIES AND
STOCKHOLDERS INVESTMENT
    
    $
    160,549
    
    
    $
    182,908
    
    
    $
    71,631
    
    
    $
    (138,182
    )
    
    $
    276,906
 16




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COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2010
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidation(In thousands)CASH FLOWS FROM
OPERATING
ACTIVITIES:Net cash
provided by
(used in)
operating
activities
    
    $
    736
    
    
    $
    20,413
    
    
    $
    (1,104
    )
    
    $
    
    
    
    $
    20,045CASH FLOWS FROM
INVESTING
ACTIVITIES:Purchases of
property, plant
and equipment
    
    
    
    
    
    
    (2,451
    )
    
    
    (319
    )
    
    
    
    
    
    
    (2,770
    )Proceeds from
disposal/sale of
property plant
and equipment
    
    
    
    
    
    
    53
    
    
    
    12
    
    
    
    
    
    
    
    65Other assets and
liabilities
    
    
    
    
    
    
    196
    
    
    
    
    
    
    
    
    
    
    
    196Net cash used
in investing
activities
    
    
    
    
    
    
    (2,202
    )
    
    
    (307
    )
    
    
    
    
    
    
    (2,509
    )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
    
    
    17,541
    
    
    
    (18,227
    )
    
    
    686
    
    
    
    
    
    
    
    Net cash
provided by
(used in)
financing
activities
    
    
    43,974
    
    
    
    (18,227
    )
    
    
    686
    
    
    
    
    
    
    
    26,433EFFECT OF CURRENCY
EXCHANGE RATE
CHANGES ON CASH
    
    
    
    
    
    
    1
    
    
    
    (1,123
    )
    
    
    
    
    
    
    (1,122
    )NET INCREASE
(DECREASE) IN CASH
    
    
    44,710
    
    
    
    (15
    )
    
    
    (1,848
    )
    
    
    
    
    
    
    42,847CASH:Beginning of
period
    
    
    9
    
    
    
    38
    
    
    
    9,477
    
    
    
    
    
    
    
    9,524End of period
    
    $
    44,719
    
    
    $
    23
    
    
    $
    7,629
    
    
    $
    
    
    
    $
    52,371
 17




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##### Table of Contents



COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2009
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(In thousands)REVENUES
    
    $
    70
    
    
    $
    83,864
    
    
    $
    24,311
    
    
    $
    (4,742
    )
    
    $
    103,503COST OF REVENUES
    
    
    
    
    
    
    82,306
    
    
    
    27,028
    
    
    
    (4,742
    )
    
    
    104,592Gross Profit (Loss)
    
    
    70
    
    
    
    1,558
    
    
    
    (2,717
    )
    
    
    
    
    
    
    (1,089
    )SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    
    
    
    
    6,913
    
    
    
    3,453
    
    
    
    
    
    
    
    10,366AMORTIZATION EXPENSE
    
    
    
    
    
    
    97
    
    
    
    
    
    
    
    
    
    
    
    97INTANGIBLE ASSET IMPAIRMENT
    
    
    
    
    
    
    7,000
    
    
    
    
    
    
    
    
    
    
    
    7,000LONG-LIVED ASSET
    
    
    
    
    
    
    
    
    
    
    3,445
    
    
    
    
    
    
    
    3,445EQUITY IN EARNINGS OF CONSOLIDATED
SUBSIDIARIES
    
    
    21,788
    
    
    
    (46
    )
    
    
    
    
    
    
    (21,742
    )
    
    
    RESTRUCTURING COSTS
    
    
    
    
    
    
    235
    
    
    
    
    
    
    
    
    
    
    
    235Operating Loss
    
    
    (21,718
    )
    
    
    (12,641
    )
    
    
    (9,615
    )
    
    
    21,742
    
    
    
    (22,232
    )OTHER EXPENSE (INCOME)
    
    
    
    
    
    
    3
    
    
    
    (3,508
    )
    
    
    
    
    
    
    (3,505
    )INTEREST EXPENSE
    
    
    781
    
    
    
    2,798
    
    
    
    87
    
    
    
    
    
    
    
    3,666Loss Before Provision for Income Taxes
    
    
    (22,499
    )
    
    
    (15,442
    )
    
    
    (6,194
    )
    
    
    21,742
    
    
    
    (22,393
    )PROVISION FOR INCOME TAXES
    
    
    14
    
    
    
    
    
    
    
    106
    
    
    
    
    
    
    
    120NET LOSS
    
    $
    (22,513
    )
    
    $
    (15,442
    )
    
    $
    (6,300
    )
    
    $
    21,742
    
    
    $
    (22,513
    )
 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 SIX MONTHS ENDED JUNE 30, 2009
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(In thousands)REVENUES
    
    $
    
    
    
    $
    173,095
    
    
    $
    48,988
    
    
    $
    (10,050
    )
    
    $
    212,033COST OF REVENUES
    
    
    
    
    
    
    174,029
    
    
    
    52,392
    
    
    
    (10,050
    )
    
    
    216,371Gross Loss
    
    
    
    
    
    
    (934
    )
    
    
    (3,404
    )
    
    
    
    
    
    
    (4,338
    )SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
    
    
    
    
    
    
    16,752
    
    
    
    6,957
    
    
    
    
    
    
    
    23,709AMORTIZATION EXPENSE
    
    
    
    
    
    
    194
    
    
    
    
    
    
    
    
    
    
    
    194INTANGIBLE ASSET IMPAIRMENT
    
    
    
    
    
    
    7,000
    
    
    
    
    
    
    
    
    
    
    
    7,000LONG-LIVED ASSET IMPAIRMENT
    
    
    
    
    
    
    
    
    
    
    3,445
    
    
    
    
    
    
    
    3,445EQUITY IN EARNINGS OF CONSOLIDATED SUBSIDIARIES
    
    
    39,229
    
    
    
    (97
    )
    
    
    
    
    
    
    (39,132
    )
    
    
    RESTRUCTURING COSTS
    
    
    
    
    
    
    853
    
    
    
    1,094
    
    
    
    
    
    
    
    1,947Operating Loss
    
    
    (39,229
    )
    
    
    (25,636
    )
    
    
    (14,900
    )
    
    
    39,132
    
    
    
    (40,633
    )OTHER EXPENSE (INCOME)
    
    
    
    
    
    
    16
    
    
    
    (8,413
    )
    
    
    
    
    
    
    (8,397
    )INTEREST EXPENSE
    
    
    587
    
    
    
    6,595
    
    
    
    128
    
    
    
    
    
    
    
    7,310LOSS ON EARLY EXTINGUISHMENT OF DEBT
    
    
    795
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    795Loss Before Provision for Income Taxes
    
    
    (40,611
    )
    
    
    (32,247
    )
    
    
    (6,615
    )
    
    
    39,132
    
    
    
    (40,341
    )PROVISION FOR INCOME TAXES
    
    
    1,306
    
    
    
    
    
    
    
    270
    
    
    
    
    
    
    
    1,576NET LOSS
    
    $
    (41,917
    )
    
    $
    (32,247
    )
    
    $
    (6,885
    )
    
    $
    39,132
    
    
    $
    (41,917
    )
 19




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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
 20




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##### Table of Contents



COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2009
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(In thousands)CASH FLOWS FROM OPERATING
ACTIVITIES:Net cash provided by
(used in) operating
activities
    
    $
    4,940
    
    
    $
    18,862
    
    
    $
    (5,606
    )
    
    $
    108
    
    
    $
    18,304CASH FLOWS FROM INVESTING
ACTIVITIES:Purchases of property, plant and equipment
    
    
    
    
    
    
    (2,602
    )
    
    
    (575
    )
    
    
    
    
    
    
    (3,177
    )Proceeds from disposal/sale
of property, plant and
equipment
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    
    
    
    
    14Other investing activities
    
    
    
    
    
    
    (1,529
    )
    
    
    
    
    
    
    
    
    
    
    (1,529
    )Net cash used in
investing activities
    
    
    
    
    
    
    (4,117
    )
    
    
    (575
    )
    
    
    
    
    
    
    (4,692
    )CASH FLOWS FROM FINANCING
ACTIVITIES:Repayment of revolving credit facility
    
    
    (191,656
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (191,656
    )Borrowings under revolving credit facility
    
    
    180,240
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    180,240Payments on capital lease obligations
    
    
    
    
    
    
    (61
    )
    
    
    (11
    )
    
    
    
    
    
    
    (72
    )Change in intercompany receivables/payables
    
    
    10,034
    
    
    
    (14,679
    )
    
    
    4,753
    
    
    
    (108
    )
    
    
    Debt issuance costs and other
    
    
    (2,669
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,669
    )Net cash (used in) provided by financing
activities
    
    
    (4,051
    )
    
    
    (14,740
    )
    
    
    4,742
    
    
    
    (108
    )
    
    
    (14,157
    )EFFECT OF CURRENCY EXCHANGE
RATE CHANGES ON CASH
    
    
    2
    
    
    
    (2
    )
    
    
    (656
    )
    
    
    
    
    
    
    (656
    )NET INCREASE (DECREASE) IN CASH
    
    
    891
    
    
    
    3
    
    
    
    (2,095
    )
    
    
    
    
    
    
    (1,201
    )CASH:Beginning of period
    
    
    9
    
    
    
    47
    
    
    
    7,254
    
    
    
    
    
    
    
    7,310End of period
    
    $
    900
    
    
    $
    50
    
    
    $
    5,159
    
    
    $
    
    
    
    $
    6,109
 21




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##### Table of Contents



ITEM 2
    
     MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Company Overview
       22




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##### Table of Contents




    
    adjusting our hourly and salaried workforce to optimize costs in line with our
production levels;
    
    sourcing efforts in Europe and Asia;
    
    consolidating our supply base to improve purchasing leverage;
    
    eliminating excess production capacity through the closure and consolidation of
manufacturing, warehousing or assembly facilities; and
    
    implementing Lean Manufacturing and Total Quality Production System (TQPS) initiatives
to improve operating efficiency and product quality.
   Results of Operations
  23




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##### Table of Contents



Three Months Ended June 30,
    
    
    Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of revenues
    
    
    87.5
    
    
    
    101.1
    
    
    
    88.0
    
    
    
    102.0Gross profit (loss)
    
    
    12.5
    
    
    
    (1.1
    )
    
    
    12.0
    
    
    
    (2.0
    )Selling, general and administrative
expenses
    
    
    9.6
    
    
    
    10.0
    
    
    
    9.3
    
    
    
    11.2Amortization expense
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    0.1Intangible asset impairment
    
    
    
    
    
    
    6.8
    
    
    
    
    
    
    
    3.3Long-lived asset impairment
    
    
    
    
    
    
    3.3
    
    
    
    
    
    
    
    1.6Restructuring costs
    
    
    1.0
    
    
    
    0.2
    
    
    
    0.5
    
    
    
    0.9Operating income (loss)
    
    
    1.9
    
    
    
    (21.5
    )
    
    
    2.2
    
    
    
    (19.1
    )Other income
    
    
    (0.9
    )
    
    
    (3.4
    )
    
    
    (0.9
    )
    
    
    (4.0
    )Interest expense
    
    
    2.7
    
    
    
    3.5
    
    
    
    2.9
    
    
    
    3.4Loss on early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.4Income (loss) before income taxes
    
    
    0.1
    
    
    
    (21.6
    )
    
    
    0.2
    
    
    
    (18.9
    )(Benefit) provision for income taxes
    
    
    (0.5
    )
    
    
    0.1
    
    
    
    (0.3
    )
    
    
    0.7Net income (loss)
    
    
    0.6
    %
    
    
    (21.7)
    %
    
    
    0.5
    %
    
    
    (19.6)
    %
 Three Months Ended June 30, 2010 Compared to Three Months Ended June 30, 2009
 Revenues
 Gross Profit (Loss)
 Selling, General and Administrative Expenses
 Amortization Expense.
 Intangible Asset Impairment
 Long-Lived Asset Impairment
 Restructuring Costs.
 24




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##### Table of Contents



Other Income
 Interest Expense
 (Benefit) Provision for Income Taxes
 Net Income (Loss).
 Six Months Ended June 30, 2010 Compared to Six Months Ended June 30, 2009
 Revenues
 Gross Profit (Loss).
 Selling, General and Administrative Expenses
 Amortization Expense.
 Intangible Asset Impairment
 Long-Lived Asset Impairment
 Restructuring Costs.
 25




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##### Table of Contents



Other Income
 Interest Expense
 Loss on Early Extinguishment of Debt
 (Benefit) Provision for Income Taxes
 Net Income (Loss)
 Liquidity and Capital Resources
 Cash Flows
    Debt and Credit Facilities
  
    
    $97.8 million of 8.0% senior notes due 2013;
    
    $13.2 million ($16.8 million principal amount, net of $3.6 million of original issue
discount) of 15% second lien term loan due 2012;
    
    $48.8 million ($42.1 million principal amount, and $6.7 million of issuance premium) of
11%/13% third lien secured notes due 2013; and
    
    $5.0 million of paid-in-kind interest on the 11%/13% third lien secured notes due 2013.
 26




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##### Table of Contents



Credit Agreement
   Terms, Covenants and Compliance Status 
    Second Lien Credit Agreement
  27




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##### Table of Contents



Exchange of 8% Senior Notes due 2013 for Units consisting of 11%/13% Third Lien Senior Secured
Notes due 2013 and Warrants
 11%/13% Third Lien Senior Secured Notes due 2013.
  8% Senior Notes due 2013 pari
passu
 Covenants and Liquidity
  28




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##### Table of Contents



Update on Contractual Obligations
  Forward-Looking Statements
  
 ITEM 3
    
     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4
    
     CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  29




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##### Table of Contents



Changes in Internal Control over Financial Reporting.
 Inherent Limitations on Effectiveness of Controls.
 30




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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:
  Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds:
    Date Exercised
    
    Shares IssuedApril 1, 2010
    
    
    40,378April 23, 2010
    
    
    10,686
  31




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##### Table of Contents



Item 6.
    
    Exhibits:
 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.
 32




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##### Table of Contents



SIGNATURE
  COMMERCIAL VEHICLE GROUP, INC.Date:  August 9, 2010
    By:
    /s/ Chad M. UtrupChad M. UtrupChief Financial Officer
(Principal financial and accounting officer
and duly authorized officer) 33