##### 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 March 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to
 Commission file number 000-50890
 COMMERCIAL VEHICLE GROUP, INC.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    41-1990662
(I.R.S. Employer
Identification No.)7800 Walton Parkway 
New Albany, Ohio
(Address of principal executive offices)
    
    43054
(Zip Code)
 (614) 289-5360
 Not Applicable
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



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 MONTHS ENDED MARCH 31, 2009 AND 2008 (UNAUDITED)
    
    
    1CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2009
(UNAUDITED) AND DECEMBER 31, 2008 (UNAUDITED)
    
    
    2CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE
MONTHS ENDED MARCH 31, 2009 AND 2008 (UNAUDITED)
    
    
    3NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
    
    
    4ITEM 2
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
    
    
    22ITEM 3
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    29ITEM 4
    
    CONTROLS AND PROCEDURES
    
    
    29PART II
    
    OTHER INFORMATION
    
    
    30SIGNATURES
    
    
    32Certification 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 EndedMarch 31,2009
    
    
    2008(Unaudited)
    
    
    (Unaudited)(In thousands, except per shareamounts)REVENUES
    
    $
    108,530
    
    
    $
    197,004COST OF REVENUES
    
    
    111,779
    
    
    
    176,239Gross (Loss) Profit
    
    
    (3,249
    )
    
    
    20,765SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
    
    
    13,343
    
    
    
    15,018AMORTIZATION EXPENSE
    
    
    97
    
    
    
    345GAIN ON SALE OF LONG-LIVED ASSETS
    
    
    
    
    
    
    (6,075
    )RESTRUCTURING COSTS
    
    
    1,712
    
    
    
    Operating (Loss) Income
    
    
    (18,401
    )
    
    
    11,477OTHER (INCOME) EXPENSE
    
    
    (4,892
    )
    
    
    9,698INTEREST EXPENSE
    
    
    3,644
    
    
    
    3,907LOSS ON EARLY EXTINGUISHMENT OF DEBT
    
    
    795
    
    
    
    Loss Before Provision (Benefit) for Income Taxes
    
    
    (17,948
    )
    
    
    (2,128
    )PROVISION (BENEFIT) FOR INCOME TAXES
    
    
    1,456
    
    
    
    (2,600
    )NET (LOSS) INCOME
    
    $
    (19,404
    )
    
    $
    472(LOSS) EARNINGS PER COMMON SHARE:Basic
    
    $
    (0.89
    )
    
    $
    0.02Diluted
    
    $
    (0.89
    )
    
    $
    0.02WEIGHTED AVERAGE SHARES OUTSTANDING:Basic
    
    
    21,746
    
    
    
    21,537Diluted
    
    
    21,746
    
    
    
    21,641
  1




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COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,2009
    
    
    2008(Unaudited)
    
    
    (Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    5,350
    
    
    $
    7,310Accounts receivable, net of reserve for doubtful accounts of $3,132
and $3,419, respectively
    
    
    71,754
    
    
    
    100,898Inventories, net
    
    
    71,238
    
    
    
    90,782Prepaid expenses
    
    
    16,619
    
    
    
    20,428Total current assets
    
    
    164,961
    
    
    
    219,418PROPERTY, PLANT AND EQUIPMENT, net
    
    
    86,899
    
    
    
    90,392INTANGIBLE ASSETS, net of accumulated amortization of $1,714 and
$1,618, respectively
    
    
    34,514
    
    
    
    34,610OTHER ASSETS, net
    
    
    12,989
    
    
    
    10,341TOTAL ASSETS
    
    $
    299,363
    
    
    $
    354,761LIABILITIES AND STOCKHOLDERS INVESTMENTCURRENT LIABILITIES:Current maturities of long-term debt
    
    $
    15,537
    
    
    $
    81Accounts payable
    
    
    47,494
    
    
    
    73,451Accrued liabilities, other
    
    
    36,228
    
    
    
    43,417Total current liabilities
    
    
    99,259
    
    
    
    116,949LONG-TERM DEBT, net of current maturities
    
    
    150,014
    
    
    
    164,814PENSION AND OTHER POST-RETIREMENT BENEFITS
    
    
    19,847
    
    
    
    19,885OTHER LONG-TERM LIABILITIES
    
    
    6,525
    
    
    
    9,171Total liabilities
    
    
    275,645
    
    
    
    310,819COMMITMENTS AND CONTINGENCIES (Note 12)STOCKHOLDERS INVESTMENT:Common stock $.01 par value; 30,000,000 shares authorized;
21,746,415 shares issued and outstanding, respectively
    
    
    217
    
    
    
    217Treasury stock purchased from employees; 46,474 shares
    
    
    (455
    )
    
    
    (455
    )Additional paid-in capital
    
    
    181,619
    
    
    
    180,848Retained loss
    
    
    (137,715
    )
    
    
    (118,311
    )Accumulated other comprehensive loss
    
    
    (19,948
    )
    
    
    (18,357
    )Total stockholders investment
    
    
    23,718
    
    
    
    43,942TOTAL LIABILITIES AND STOCKHOLDERS INVESTMENT
    
    $
    299,363
    
    
    $
    354,761
  2




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COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three Months EndedMarch 31,2009
    
    
    2008(Unaudited)
    
    
    (Unaudited)(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net (loss) income
    
    $
    (19,404
    )
    
    $
    472Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:Depreciation and amortization
    
    
    4,415
    
    
    
    4,688Noncash amortization of debt financing costs
    
    
    325
    
    
    
    213Loss on early extinguishment of debt
    
    
    795
    
    
    
    Share-based compensation expense
    
    
    771
    
    
    
    943Loss (gain) on sale of assets
    
    
    365
    
    
    
    (6,043
    )Deferred income tax benefit
    
    
    
    
    
    
    (4,173
    )Noncash (income) loss on forward exchange contracts
    
    
    (4,858
    )
    
    
    9,682Change in other operating items
    
    
    21,377
    
    
    
    (9,606
    )Net cash provided by (used in) operating activities
    
    
    3,786
    
    
    
    (3,824
    )CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    (1,690
    )
    
    
    (3,627
    )Proceeds from disposal/sale of property, plant and equipment
    
    
    
    
    
    
    7,452Other assets and liabilities
    
    
    (976
    )
    
    
    (5,501
    )Net cash used in investing activities
    
    
    (2,666
    )
    
    
    (1,676
    )CASH FLOWS FROM FINANCING ACTIVITIES:Repayment of revolving credit facility
    
    
    (87,121
    )
    
    
    (46,000
    )Borrowings under revolving credit facility
    
    
    87,807
    
    
    
    47,000Payments on capital lease obligations
    
    
    (30
    )
    
    
    (31
    )Debt issuance costs and other
    
    
    (2,631
    )
    
    
    (250
    )Net cash (used in) provided by financing activities
    
    
    (1,975
    )
    
    
    719EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS
    
    
    (1,105
    )
    
    
    2,444NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (1,960
    )
    
    
    (2,337
    )CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    7,310
    
    
    
    9,867End of period
    
    $
    5,350
    
    
    $
    7,530SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for interest
    
    $
    6,275
    
    
    $
    6,062Cash (refund) received for income taxes, net
    
    $
    (655
    )
    
    $
    783
  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
 Fair Value Measurements Accounting for Leases
 Business Combinations Noncontrolling Interests in Consolidated Finance Statements
 Disclosures about Derivative Instruments and Hedging
Activities an Amendment of FASB No. 133. S Accounting for Derivative Instruments and Hedging Activities.
 4




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Determination of the Useful Life of Intangible
Assets Goodwill and Other Intangible Assets
 Determining
Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities
 Employers Disclosures about Postretirement
Benefit Plan Assets Employers Disclosures about
Pensions and Other Postretirement Benefits
 3. Fair Value Measurement
       5




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March 31, 2009
    
    
    December 31, 2008Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Derivative assets (1)
    
    $
    29
    
    
    $
    
    
    
    $
    29
    
    
    $
    
    
    
    $
    32
    
    
    $
    
    
    
    $
    32
    
    
    $
    Deferred compensation
(2)
    
    
    1,135
    
    
    
    1,135
    
    
    
    
    
    
    
    
    
    
    
    1,223
    
    
    
    1,223
    
    
    
    
    
    
    
    Total assets
    
    $
    1,164
    
    
    $
    1,135
    
    
    $
    29
    
    
    $
    
    
    
    $
    1,255
    
    
    $
    1,223
    
    
    $
    32
    
    
    $
    Derivative liabilities
(1)
    
    $
    10,471
    
    
    $
    
    
    
    $
    10,471
    
    
    $
    
    
    
    $
    15,331
    
    
    $
    
    
    
    $
    15,331
    
    
    $
    
 
 (1)
    
    Based on observable market transactions of spot and forward
rates.(2)
    
    Deferred compensation includes mutual funds and cash
equivalents for payment of certain non-qualified benefits
for employees.  4. Restructuring Activities
 Accounting for Costs Associated with Exit or
Disposal Activities
 Facility Exitand OtherEmployee
    
    
    ContractualCosts
    
    
    Costs
    
    
    TotalBalance  December 31, 2008
    
    $
    
    
    
    $
    
    
    
    $
    Provision
    
    
    1,712
    
    
    
    
    
    
    
    1,712Deductions for payments made
    
    
    (1,337
    )
    
    
    
    
    
    
    (1,337
    )Balance  March 31, 2009
    
    $
    375
    
    
    $
    
    
    
    $
    375
 5. Share-Based Compensation
 Stock Option Grants and Restricted Stock Awards
   6




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Weighted-AverageGrant-Date FairShares (000s)
    
    
    ValueNonvested at December 31, 2008
    
    
    1,072
    
    
    $
    8.49Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Forfeited
    
    
    (50
    )
    
    
    5.04Nonvested at March 31, 2009
    
    
    1,022
    
    
    $
    8.61
  6. Stockholders Investment
 Common Stock 
 Preferred Stock 
 Earnings Per Share  Earnings per Share Share Based Payment
 7




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Three Months EndedMarch 31,2009
    
    
    2008Net (loss) income applicable to common shareholders 
basic and diluted
    
    $
    (19,404
    )
    
    $
    472Weighted average number of common shares outstanding
    
    
    21,746
    
    
    
    21,537Dilutive effect of outstanding stock options and restricted stock
grants after application of the treasury stock method
    
    
    
    
    
    
    104Dilutive shares outstanding
    
    
    21,746
    
    
    
    21,641Basic (loss) earnings per share
    
    $
    (0.89
    )
    
    $
    0.02Diluted (loss) earnings per share
    
    $
    (0.89
    )
    
    $
    0.02
  Dividends 
 7. Accounts Receivable
  8. Inventories
  March 31,
    
    
    December 31,2009
    
    
    2008Raw materials
    
    $
    48,820
    
    
    $
    57,954Work in process
    
    
    11,281
    
    
    
    19,763Finished goods
    
    
    16,181
    
    
    
    19,437Less excess and obsolete
    
    
    (5,044
    )
    
    
    (6,372
    )$
    71,238
    
    
    $
    90,782
  9. Intangible Assets
 Goodwill and Intangible Assets
 8




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Accounting for Impairment or Disposal of Long-Lived Assets,
  March 31, 2009
    
    
    December 31, 2008Weighted-
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    AverageAmortization
    
    
    Gross Carrying
    
    
    Accumulated
    
    
    Net Carrying
    
    
    Amortization
    
    
    Gross Carrying
    
    
    Accumulated
    
    
    Net CarryingPeriod
    
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    Period
    
    
    Amount
    
    
    Amortization
    
    
    AmountDefinite-lived intangible assets:Tradenames/Trademarks
    
    30 years
    
    $
    9,790
    
    
    $
    (1,323
    )
    
    $
    8,467
    
    
    30 years
    
    $
    9,790
    
    
    $
    (1,242
    )
    
    $
    8,548Licenses
    
    7 years
    
    
    438
    
    
    
    (391
    )
    
    
    47
    
    
    7 years
    
    
    438
    
    
    
    (376
    )
    
    
    62$
    10,228
    
    
    $
    (1,714
    )
    
    $
    8,514
    
    
    
    
    
    
    $
    10,228
    
    
    $
    (1,618
    )
    
    $
    8,610Indefinite-lived intangible assets:Customer relationships
    
    
    
    
    
    
    26,000
    
    
    
    
    
    
    
    26,000
    
    
    
    
    
    
    
    26,000
    
    
    
    
    
    
    
    26,000$
    26,000
    
    
    $
    
    
    
    $
    26,000
    
    
    
    
    
    
    $
    26,000
    
    
    $
    
    
    
    $
    26,000Total intangible assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    34,514
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    34,610
   Fiscal Year Ended
    
    EstimatedDecember 31,
    
    Amortization Expense2009
    
    $
    3892010
    
    $
    3262011
    
    $
    3262012
    
    $
    3262013
    
    $
    3262014
    
    $
    326
 10. Debt
  March 31,
    
    
    December 31,2009
    
    
    2008Revolving credit facilities bore interest at a weighted average of 5.9%
as of March 31, 2009 and 7.5% as of December 31, 2008
    
    $
    15,486
    
    
    $
    14,8008.0% senior notes due 2013
    
    
    150,000
    
    
    
    150,000Other
    
    
    65
    
    
    
    95165,551
    
    
    
    164,895Less current maturities
    
    
    15,537
    
    
    
    81$
    150,014
    
    
    $
    164,814
 9




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Credit Agreement Debtors Accounting for the Changes in Line-of-Credit or Revolving-Debt
Arrangements Debtors Accounting for a Modification or Exchange of Debt Instruments
       Balance Sheet Classification of Borrowings Outstanding under
Revolving Credit Agreements that Include both a Subjective Acceleration Clause and a Lock-Box
Arrangement
 10




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Terms, Covenants and Compliance Status
   11. Income Taxes
  Accounting for Uncertainty in Income Taxes,
   11




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12. Commitments and Contingencies
 Warranty 
 Balance  December 31, 2008
    
    $
    3,706Additional provisions recorded
    
    
    448Deduction for payments made
    
    
    (518
    )Currency translation adjustment
    
    
    (5
    )Balance  March 31, 2009
    
    $
    3,631
 Leases
 Guarantees Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others
 Litigation 
 13. Foreign Currency Forward Exchange Contracts
   12




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March 31, 2009
    
    
    December 31, 2008U.S.
    
    
    
    
    
    
    U.S.U.S. $
    
    
    Equivalent
    
    
    U.S. $
    
    
    EquivalentEquivalent
    
    
    Fair Value
    
    
    Equivalent
    
    
    Fair ValueCommitments to buy currencies:Eurodollar
    
    $
    (1,023
    )
    
    $
    (805
    )
    
    $
    (1,832
    )
    
    $
    (1,345
    )Swedish krona
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Japanese yen
    
    
    (453
    )
    
    
    (448
    )
    
    
    (736
    )
    
    
    (765
    )$
    (1,476
    )
    
    $
    (1,253
    )
    
    $
    (2,568
    )
    
    $
    (2,110
    )Commitments to sell currencies:Eurodollar
    
    $
    28,541
    
    
    $
    34,352
    
    
    $
    35,236
    
    
    $
    43,532Swedish krona
    
    
    
    
    
    
    
    
    
    
    54
    
    
    
    56Japanese yen
    
    
    14,059
    
    
    
    18,465
    
    
    
    15,813
    
    
    
    22,372$
    42,600
    
    
    $
    52,818
    
    
    $
    51,103
    
    
    $
    65,960Total
    
    $
    41,123
    
    
    $
    51,565
    
    
    $
    48,535
    
    
    $
    63,850
    Asset DerivativesMarch 31, 2009
    
    
    December 31, 2008Balance Sheet
    
    
    
    
    
    Balance SheetLocation
    
    Fair Value
    
    
    Location
    
    Fair ValueForeign exchange contracts
    
    Other assets
    
    $
    29
    
    
    Other assets
    
    $
    32
 Liability DerivativesMarch 31, 2009
    
    
    December 31, 2008Balance Sheet
    
    
    
    
    
    Balance SheetLocation
    
    Fair Value
    
    
    Location
    
    Fair ValueForeign exchange contracts
    
    Accrued liabilities
    
    $
    7,994
    
    
    Accrued liabilities
    
    $
    10,096Foreign exchange contracts
    
    Other long-term liabilities
    
    
    2,477
    
    
    Other long-term liabilities
    
    
    5,235$
    10,471
    
    
    
    
    $
    15,331
  Location of Gain(Loss)
    
    Amount of Gain (Loss)Recognized in
    
    Recognized in Income onIncome on
    
    DerivativesDerivatives
    
    2009
    
    2008Foreign exchange contracts
    
    Other Expenses
    
    $
    4,858
    
    
    $
    (9,862
    )
 13




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14. Pension and Other Post-Retirement Benefit Plans
   Other Post-RetirementU.S. Pension Plans
    
    
    Non-U.S. Pension Plans
    
    
    Benefit Plans2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Service cost
    
    $
    76
    
    
    $
    112
    
    
    $
    
    
    
    $
    
    
    
    $
    4
    
    
    $
    5Interest cost
    
    
    474
    
    
    
    457
    
    
    
    453
    
    
    
    694
    
    
    
    32
    
    
    
    38Expected return on plan assets
    
    
    (379
    )
    
    
    (491
    )
    
    
    (318
    )
    
    
    (537
    )
    
    
    
    
    
    
    Recognized actuarial loss (gain)
    
    
    26
    
    
    
    
    
    
    
    42
    
    
    
    66
    
    
    
    (12
    )
    
    
    (6
    )Net periodic benefit cost
    
    
    197
    
    
    
    78
    
    
    
    177
    
    
    
    223
    
    
    
    24
    
    
    
    37Special Termination Benefits
    
    
    35
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    85
    
    
    
    Net benefit cost
    
    $
    232
    
    
    $
    78
    
    
    $
    177
    
    
    $
    223
    
    
    $
    109
    
    
    $
    37
  15. Comprehensive (Loss) Income
 Reporting Comprehensive Income,
 Foreign currency translation adjustment
    
    $
    (9,844
    )Pension liability
    
    
    (10,149
    )Unrealized loss on derivatives
    
    
    45$
    (19,948
    )
  2009
    
    
    2008Net (loss) income
    
    $
    (19,404
    )
    
    $
    472Other comprehensive (loss) income:Foreign currency translation adjustment
    
    
    (1,636
    )
    
    
    2,800Unrealized loss on derivative instruments
    
    
    45
    
    
    
    Comprehensive (loss) income
    
    $
    (20,995
    )
    
    $
    3,272
 14




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##### Table of Contents



16. Related Party Transactions
  17. Consolidating Guarantor and Non-Guarantor Financial Information
   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 THREE MONTHS ENDED MARCH 31, 2009
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(In thousands)REVENUES
    
    $
    
    
    
    $
    89,216
    
    
    $
    24,677
    
    
    $
    (5,363
    )
    
    $
    108,530COST OF REVENUES
    
    
    
    
    
    
    91,846
    
    
    
    25,364
    
    
    
    (5,431
    )
    
    
    111,779Gross Loss
    
    
    
    
    
    
    (2,630
    )
    
    
    (687
    )
    
    
    68
    
    
    
    (3,249
    )SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    
    
    
    
    9,895
    
    
    
    3,504
    
    
    
    (56
    )
    
    
    13,343AMORTIZATION EXPENSE
    
    
    
    
    
    
    97
    
    
    
    
    
    
    
    
    
    
    
    97RESTRUCTURING COSTS
    
    
    
    
    
    
    619
    
    
    
    1,093
    
    
    
    
    
    
    
    1,712Operating Loss
    
    
    
    
    
    
    (13,241
    )
    
    
    (5,284
    )
    
    
    124
    
    
    
    (18,401
    )OTHER EXPENSE (INCOME)
    
    
    
    
    
    
    13
    
    
    
    (4,905
    )
    
    
    
    
    
    
    (4,892
    )INTEREST EXPENSE
    
    
    
    
    
    
    3,603
    
    
    
    440
    
    
    
    (399
    )
    
    
    3,644LOSS ON EARLY EXTINGUISHMENT OF DEBT
    
    
    
    
    
    
    795
    
    
    
    
    
    
    
    
    
    
    
    795Loss Before Provision (Benefit) for
Income Taxes
    
    
    
    
    
    
    (17,652
    )
    
    
    (819
    )
    
    
    523
    
    
    
    (17,948
    )PROVISION (BENEFIT) FOR INCOME TAXES
    
    
    
    
    
    
    2,275
    
    
    
    (819
    )
    
    
    
    
    
    
    1,456NET LOSS
    
    $
    
    
    
    $
    (19,927
    )
    
    $
    
    
    
    $
    523
    
    
    $
    (19,404
    )
 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 MARCH 31, 2009
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(In thousands)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    
    
    
    $
    276
    
    
    $
    5,074
    
    
    $
    
    
    
    $
    5,350Accounts receivable, net
    
    
    
    
    
    
    68,045
    
    
    
    4,784
    
    
    
    (1,075
    )
    
    
    71,754Inventories, net
    
    
    
    
    
    
    43,972
    
    
    
    28,027
    
    
    
    (761
    )
    
    
    71,238Prepaid expenses
    
    
    
    
    
    
    3,628
    
    
    
    3,707
    
    
    
    9,284
    
    
    
    16,619Deferred income taxes
    
    
    
    
    
    
    (2,868
    )
    
    
    5,770
    
    
    
    (2,902
    )
    
    
    Total current assets
    
    
    
    
    
    
    113,053
    
    
    
    47,362
    
    
    
    4,546
    
    
    
    164,961PROPERTY, PLANT AND
EQUIPMENT, net
    
    
    
    
    
    
    77,608
    
    
    
    9,291
    
    
    
    
    
    
    
    86,899INVESTMENT IN SUBSIDIARIES
    
    
    43,904
    
    
    
    44,648
    
    
    
    50,305
    
    
    
    (138,857
    )
    
    
    INTANGIBLE ASSETS, net
    
    
    
    
    
    
    34,514
    
    
    
    
    
    
    
    
    
    
    
    34,514OTHER ASSETS, net
    
    
    
    
    
    
    38,555
    
    
    
    3,351
    
    
    
    (28,917
    )
    
    
    12,989TOTAL ASSETS
    
    $
    43,904
    
    
    $
    308,378
    
    
    $
    110,309
    
    
    $
    (163,228
    )
    
    $
    299,363LIABILITIES AND STOCKHOLDERS INVESTMENTCURRENT LIABILITIES:Current maturities of long-term debt
    
    $
    
    
    
    $
    15,537
    
    
    $
    
    
    
    $
    
    
    
    $
    15,537Accounts payable
    
    
    
    
    
    
    35,567
    
    
    
    13,003
    
    
    
    (1,076
    )
    
    
    47,494Accrued liabilities, other
    
    
    
    
    
    
    20,703
    
    
    
    11,404
    
    
    
    4,121
    
    
    
    36,228Total current liabilities
    
    
    
    
    
    
    71,807
    
    
    
    24,407
    
    
    
    3,045
    
    
    
    99,259LONG-TERM DEBT, net
    
    
    
    
    
    
    150,000
    
    
    
    25,730
    
    
    
    (25,716
    )
    
    
    150,014DEFERRED TAX LIABILITIES
    
    
    
    
    
    
    29,670
    
    
    
    (689
    )
    
    
    (28,981
    )
    
    
    PENSION AND OTHER POST-RETIREMENT
BENEFITS
    
    
    
    
    
    
    13,361
    
    
    
    6,486
    
    
    
    
    
    
    
    19,847OTHER LONG-TERM LIABILITIES
    
    
    
    
    
    
    2,809
    
    
    
    3,716
    
    
    
    
    
    
    
    6,525Total liabilities
    
    
    
    
    
    
    267,647
    
    
    
    59,650
    
    
    
    (51,652
    )
    
    
    275,645STOCKHOLDERS INVESTMENT
    
    
    43,904
    
    
    
    40,731
    
    
    
    50,659
    
    
    
    (111,576
    )
    
    
    23,718TOTAL LIABILITIES AND
STOCKHOLDERS INVESTMENT
    
    $
    43,904
    
    
    $
    308,378
    
    
    $
    110,309
    
    
    $
    (163,228
    )
    
    $
    299,363
 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 THREE MONTHS ENDED MARCH 31, 2009
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    
    
    
    $
    (19,927
    )
    
    $
    
    
    
    $
    523
    
    
    $
    (19,404
    )Adjustments to reconcile net loss to net
cash provided by (used in) operating
activities:Depreciation and amortization
    
    
    
    
    
    
    3,674
    
    
    
    741
    
    
    
    
    
    
    
    4,415Noncash amortization of debt financing
costs
    
    
    
    
    
    
    325
    
    
    
    
    
    
    
    
    
    
    
    325Loss on early extinguishment of debt
    
    
    
    
    
    
    795
    
    
    
    
    
    
    
    
    
    
    
    795Share-based compensation expense
    
    
    
    
    
    
    771
    
    
    
    
    
    
    
    
    
    
    
    771Loss on sale of assets
    
    
    
    
    
    
    360
    
    
    
    5
    
    
    
    
    
    
    
    365Deferred income tax benefit
    
    
    
    
    
    
    (381
    )
    
    
    380
    
    
    
    1
    
    
    
    Noncash loss on forward exchange contracts
    
    
    
    
    
    
    
    
    
    
    (4,858
    )
    
    
    
    
    
    
    (4,858
    )Change in other operating items
    
    
    
    
    
    
    18,868
    
    
    
    3,033
    
    
    
    (524
    )
    
    
    21,377Net cash provided by (used in)
operating activities
    
    
    
    
    
    
    4,485
    
    
    
    (699
    )
    
    
    
    
    
    
    3,786CASH FLOWS FROM INVESTING
ACTIVITIES:Purchases of property, plant and equipment
    
    
    
    
    
    
    (1,313
    )
    
    
    (377
    )
    
    
    
    
    
    
    (1,690
    )Other asset and liabilities
    
    
    
    
    
    
    (976
    )
    
    
    
    
    
    
    
    
    
    
    (976
    )Net cash used in by investing activities
    
    
    
    
    
    
    (2,289
    )
    
    
    (377
    )
    
    
    
    
    
    
    (2,666
    )CASH FLOWS FROM FINANCING ACTIVITIES:Repayment of revolving credit facility
    
    
    
    
    
    
    (87,121
    )
    
    
    
    
    
    
    
    
    
    
    (87,121
    )Borrowings under revolving credit facility
    
    
    
    
    
    
    87,807
    
    
    
    
    
    
    
    
    
    
    
    87,807Payments on capital lease obligations
    
    
    
    
    
    
    (30
    )
    
    
    
    
    
    
    
    
    
    
    (30
    )Debt issuance costs and other
    
    
    
    
    
    
    (2,631
    )
    
    
    
    
    
    
    
    
    
    
    (2,631
    )Net cash used in financing activities
    
    
    
    
    
    
    (1,975
    )
    
    
    
    
    
    
    
    
    
    
    (1,975
    )EFFECT OF CURRENCY EXCHANGE RATE
CHANGES ON CASH AND CASH
EQUIVALENTS
    
    
    
    
    
    
    
    
    
    
    (1,105
    )
    
    
    
    
    
    
    (1,105
    )NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
    
    
    
    
    
    
    221
    
    
    
    (2,181
    )
    
    
    
    
    
    
    (1,960
    )CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    
    
    
    
    55
    
    
    
    7,255
    
    
    
    
    
    
    
    7,310End of period
    
    $
    
    
    
    $
    276
    
    
    $
    5,074
    
    
    $
    
    
    
    $
    5,350
 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 MARCH 31, 2008
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(In thousands)REVENUES
    
    $
    
    
    
    $
    138,752
    
    
    $
    65,254
    
    
    $
    (7,002
    )
    
    $
    197,004COST OF REVENUES
    
    
    
    
    
    
    127,310
    
    
    
    55,708
    
    
    
    (6,779
    )
    
    
    176,239Gross Profit
    
    
    
    
    
    
    11,442
    
    
    
    9,546
    
    
    
    (223
    )
    
    
    20,765SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    
    
    
    
    10,143
    
    
    
    5,110
    
    
    
    (235
    )
    
    
    15,018AMORTIZATION EXPENSE
    
    
    
    
    
    
    103
    
    
    
    242
    
    
    
    
    
    
    
    345GAIN ON SALE OF
LONG-LIVED ASSETS
    
    
    
    
    
    
    (6,075
    )
    
    
    
    
    
    
    
    
    
    
    (6,075
    )Operating Income
    
    
    
    
    
    
    7,271
    
    
    
    4,194
    
    
    
    12
    
    
    
    11,477OTHER EXPENSE
    
    
    
    
    
    
    36
    
    
    
    9,662
    
    
    
    
    
    
    
    9,698INTEREST EXPENSE
    
    
    
    
    
    
    3,658
    
    
    
    1,025
    
    
    
    (776
    )
    
    
    3,907Income (Loss) Before
Provision (Benefit)
for
Income Taxes
    
    
    
    
    
    
    3,577
    
    
    
    (6,493
    )
    
    
    788
    
    
    
    (2,128
    )PROVISION (BENEFIT) FOR
INCOME TAXES
    
    
    
    
    
    
    163
    
    
    
    (2,763
    )
    
    
    
    
    
    
    (2,600
    )NET INCOME (LOSS)
    
    $
    
    
    
    $
    3,414
    
    
    $
    (3,730
    )
    
    $
    788
    
    
    $
    472
 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, 2008
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(In thousands)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    
    
    
    $
    55
    
    
    $
    7,255
    
    
    $
    
    
    
    $
    7,310Accounts receivable, net
    
    
    
    
    
    
    88,918
    
    
    
    13,056
    
    
    
    (1,076
    )
    
    
    100,898Inventories, net
    
    
    
    
    
    
    59,554
    
    
    
    32,113
    
    
    
    (885
    )
    
    
    90,782Prepaid expenses
    
    
    
    
    
    
    4,226
    
    
    
    4,765
    
    
    
    11,437
    
    
    
    20,428Deferred income taxes
    
    
    
    
    
    
    (2,868
    )
    
    
    5,673
    
    
    
    (2,805
    )
    
    
    Total current assets
    
    
    
    
    
    
    149,885
    
    
    
    62,862
    
    
    
    6,671
    
    
    
    219,418PROPERTY, PLANT AND
EQUIPMENT, net
    
    
    
    
    
    
    80,154
    
    
    
    10,238
    
    
    
    
    
    
    
    90,392INVESTMENT IN SUBSIDIARIES
    
    
    62,537
    
    
    
    44,647
    
    
    
    50,305
    
    
    
    (157,489
    )
    
    
    INTANGIBLE ASSETS, net
    
    
    
    
    
    
    34,610
    
    
    
    
    
    
    
    
    
    
    
    34,610OTHER ASSETS, net
    
    
    
    
    
    
    35,821
    
    
    
    3,354
    
    
    
    (28,834
    )
    
    
    10,341TOTAL ASSETS
    
    $
    62,537
    
    
    $
    345,117
    
    
    $
    126,759
    
    
    $
    (179,652
    )
    
    $
    354,761LIABILITIES AND STOCKHOLDERS INVESTMENTCURRENT LIABILITIES:Current maturities of long-term debt
    
    $
    
    
    
    $
    81
    
    
    $
    
    
    
    $
    
    
    
    $
    81Accounts payable
    
    
    
    
    
    
    54,365
    
    
    
    20,161
    
    
    
    (1,075
    )
    
    
    73,451Accrued liabilities, other
    
    
    
    
    
    
    20,590
    
    
    
    16,057
    
    
    
    6,770
    
    
    
    43,417Total current liabilities
    
    
    
    
    
    
    75,036
    
    
    
    36,218
    
    
    
    5,695
    
    
    
    116,949LONG-TERM DEBT, net
    
    
    
    
    
    
    164,800
    
    
    
    25,731
    
    
    
    (25,717
    )
    
    
    164,814DEFERRED TAX LIABILITIES
    
    
    
    
    
    
    29,714
    
    
    
    (816
    )
    
    
    (28,898
    )
    
    
    PENSION AND OTHER POST-RETIREMENT
BENEFITS
    
    
    
    
    
    
    13,157
    
    
    
    6,728
    
    
    
    
    
    
    
    19,885OTHER LONG-TERM LIABILITIES
    
    
    
    
    
    
    2,566
    
    
    
    6,605
    
    
    
    
    
    
    
    9,171Total liabilities
    
    
    
    
    
    
    285,273
    
    
    
    74,466
    
    
    
    (48,920
    )
    
    
    310,819STOCKHOLDERS INVESTMENT
    
    
    62,537
    
    
    
    59,844
    
    
    
    52,293
    
    
    
    (130,732
    )
    
    
    43,942TOTAL LIABILITIES AND
STOCKHOLDERS INVESTMENT
    
    $
    62,537
    
    
    $
    345,117
    
    
    $
    126,759
    
    
    $
    (179,652
    )
    
    $
    354,761
 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 THREE MONTHS ENDED MARCH 31, 2008
 Parent
    
    
    Guarantor
    
    
    Non-GuarantorCompany
    
    
    Companies
    
    
    Companies
    
    
    Elimination
    
    
    Consolidated(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    
    
    
    $
    3,414
    
    
    $
    (3,730
    )
    
    $
    788
    
    
    $
    472Adjustments to reconcile net income
to net
cash provided by operating activities:Depreciation and amortization
    
    
    
    
    
    
    3,553
    
    
    
    1,135
    
    
    
    
    
    
    
    4,688Noncash amortization of debt
financing costs
    
    
    
    
    
    
    213
    
    
    
    
    
    
    
    
    
    
    
    213Share-based compensation expense
    
    
    
    
    
    
    943
    
    
    
    
    
    
    
    
    
    
    
    943Gain on sale of assets
    
    
    
    
    
    
    (6,043
    )
    
    
    
    
    
    
    
    
    
    
    (6,043
    )Deferred income tax provision
(benefit)
    
    
    
    
    
    
    18
    
    
    
    (4,190
    )
    
    
    (1
    )
    
    
    (4,173
    )Noncash loss on forward exchange
contracts
    
    
    
    
    
    
    
    
    
    
    9,682
    
    
    
    
    
    
    
    9,682Change in other operating items
    
    
    
    
    
    
    (4,887
    )
    
    
    (1,917
    )
    
    
    (2,802
    )
    
    
    (9,606
    )Net cash (used in) provided by
operating activities
    
    
    
    
    
    
    (2,789
    )
    
    
    980
    
    
    
    (2,015
    )
    
    
    (3,824
    )CASH FLOWS FROM INVESTING
ACTIVITIES:Purchases of property, plant and
equipment
    
    
    
    
    
    
    (3,002
    )
    
    
    (625
    )
    
    
    
    
    
    
    (3,627
    )Proceeds from disposal/sale of
property, plant
and equipment
    
    
    
    
    
    
    7,432
    
    
    
    20
    
    
    
    
    
    
    
    7,452Other assets and liabilities
    
    
    
    
    
    
    (594
    )
    
    
    (4,907
    )
    
    
    
    
    
    
    (5,501
    )Net cash provided by (used in)
investing activities
    
    
    
    
    
    
    3,836
    
    
    
    (5,512
    )
    
    
    
    
    
    
    (1,676
    )CASH FLOWS FROM FINANCING ACTIVITIES:Repayment of revolving credit facility
    
    
    
    
    
    
    (46,000
    )
    
    
    
    
    
    
    
    
    
    
    (46,000
    )Borrowings under revolving credit
facility
    
    
    
    
    
    
    47,000
    
    
    
    
    
    
    
    
    
    
    
    47,000Payments on capital lease obligations
    
    
    
    
    
    
    (28
    )
    
    
    (3
    )
    
    
    
    
    
    
    (31
    )Other, net
    
    
    
    
    
    
    (250
    )
    
    
    
    
    
    
    
    
    
    
    (250
    )Net cash provided by (used in)
financing activities
    
    
    
    
    
    
    722
    
    
    
    (3
    )
    
    
    
    
    
    
    719EFFECT OF CURRENCY EXCHANGE RATE
CHANGES ON CASH AND CASH
EQUIVALENTS
    
    
    
    
    
    
    144
    
    
    
    2,300
    
    
    
    
    
    
    
    2,444NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
    
    
    
    
    
    
    1,913
    
    
    
    (2,235
    )
    
    
    (2,015
    )
    
    
    (2,337
    )CASH AND CASH EQUIVALENTS:Beginning of period
    
    
    
    
    
    
    1,349
    
    
    
    8,518
    
    
    
    
    
    
    
    9,867End of period
    
    $
    
    
    
    $
    3,262
    
    
    $
    6,283
    
    
    $
    (2,015
    )
    
    $
    7,530
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ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Company Overview
      22




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##### Table of Contents




    
    eliminating excess production capacity through the closure and consolidation of
manufacturing, warehousing or assembly facilities;
    
    working capital improvements through reduced inventory and capital spending;
    
    sourcing efforts in Europe and Asia;
    
    consolidating our supply base to improve purchasing leverage; and
    
    implementing Lean Manufacturing and Total Quality Production System (TQPS) initiatives
to improve operating efficiency and product quality.
   Results of Operations
  2009
    
    2008Revenues
    
    
    100.0
    %
    
    
    100.0
    %Cost of revenues
    
    
    103.0
    
    
    
    89.5Gross (loss) profit
    
    
    (3.0
    )
    
    
    10.5Selling, general and administrative expenses
    
    
    12.3
    
    
    
    7.6Amortization expense
    
    
    0.1
    
    
    
    0.2Gain on sale of long-lived asset
    
    
    
    
    
    
    (3.1
    )Restructuring costs
    
    
    1.6
    
    
    
    Operating (loss) income
    
    
    (17.0
    )
    
    
    5.8Other (income) expense
    
    
    (4.5
    )
    
    
    4.9Interest expense
    
    
    3.4
    
    
    
    2.0Loss on early extinguishment of debt
    
    
    0.7
    
    
    
    Loss before provision (benefit) for income taxes
    
    
    (16.6
    )
    
    
    (1.1
    )Provision (benefit) for income taxes
    
    
    1.3
    
    
    
    (1.3
    )Net (loss) income
    
    
    (17.9
    )%
    
    
    0.2
    %
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##### Table of Contents



Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008
 Revenues
 Gross (Loss) Profit
 Selling, General and Administrative Expenses
 Amortization Expense.
 Gain on Sale of Long-Lived Assets.
 Restructuring Costs
 Other (Income) Expense
 Interest Expense
 Provision (Benefit) for Income Taxes
 Net (Loss) Income
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##### Table of Contents



Liquidity and Capital Resources
 Cash Flows
    Debt and Credit Facilities
  @
    
    $15.5 million under our revolving credit facility and $0.1 million of capital lease
obligations. The weighted average rate on these borrowings, for the three months ended
March 31, 2009, was approximately 5.9% with respect to the revolving borrowings and;@
    
    $150.0 million of 8.0% senior notes due 2013.
 Prior Senior Credit Agreement
  Loan and Security Agreement
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##### Table of Contents



(1)
    
    minimum operating performance, which requires us to maintain cumulative EBITDA, as
defined in the Loan and Security Agreement, calculated monthly starting on April 30, 2009,
for each of the following periods as of the end of each fiscal month specified below:
 Period Ending on or Around
    
    EBITDAApril 1, 2009 through April 30, 2009
    
    $
    (3,250,000
    )April 1, 2009 through May 31, 2009
    
    $
    (3,530,000
    )April 1, 2009 through June 30, 2009
    
    $
    (1,750,000
    )April 1, 2009 through July 31, 2009
    
    $
    1,200,000April 1, 2009 through August 30, 2009
    
    $
    3,600,000April 1, 2009 through September 30, 2009
    
    $
    9,200,000April 1, 2009 through October 31, 2009
    
    $
    13,200,000April 1, 2009 through November 30, 2009
    
    $
    17,600,000April 1, 2009 through December 31, 2009
    
    $
    22,000,000
 (2)
    
    a limitation on the amount of capital expenditures of not more than $4.3 million for
the period from January 1, 2009 through June 30, 2009, not more than $9.7 million for the
fiscal year ending December 31, 2009; and(3)
    
    a minimum fixed charge coverage ratio of 1.0:1.0 as of the end of any fiscal quarter commencing with the fiscal quarter ending March 31, 2010.
   26




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8% Senior Notes due 2013
 pari passu
    27




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Update on Contractual Obligations
 Accounting for Uncertainty in Income Taxes
 Forward-Looking Statements
  28




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ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4  CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
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##### Table of Contents



PART II. OTHER INFORMATION
 COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
     Our common stock may be delisted from the NASDAQ Global Select Market if the closing price of our
common stock is not maintained at $1.00 per share or higher.
  30




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##### Table of Contents



10.1
    
    
    Loan and Security Agreement, dated as of January 7, 2009, by and
among Commercial Vehicle Group, Inc. and certain of its direct and
indirect U.S. subsidiaries, as borrowers, and Bank of America, N.A.,
as agent and lender (incorporated by reference to the Companys
current report on Form 8-K (File No. 000-50890), filed on January 8,
2009).10.2
    
    
    Amendment No. 1, dated as of March 12, 2009, to Loan and Security
Agreement, dated as of January 7, 2009, by and among Commercial
Vehicle Group, Inc. and certain of its direct and indirect U.S.
subsidiaries, as borrowers, and Bank of America, N.A., as agent and
lender (incorporated by reference to the Companys current report on
Form 8-K (File No. 000-50890), filed on March 12, 2009).10.3
    
    
    Supplemental Indenture, dated as of January 7, 2009, by and among
Commercial Vehicle Group, Inc., CVG CS LLC, the subsidiary guarantors
party thereto and U.S. Bank National Association (incorporated by
reference to the Companys current report on Form 8-K (File No.
000-50890), filed on January 8, 2009).31.1
    
    
    Certification by Mervin Dunn, President and Chief Executive Officer.31.2
    
    
    Certification by Chad M. Utrup, Chief Financial Officer.32.1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
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SIGNATURE
  COMMERCIAL VEHICLE GROUP, INC.Date:  May 8, 2009
    By:
    /s/ Chad M. UtrupChad M. UtrupChief Financial Officer
(Principal financial and accounting officer
and duly authorized officer)