8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): July 22, 2008

Commercial Vehicle Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-50890	41-1990662
(State or other jurisdiction of incorporation)      7800 Walton Parkway, New Albany, Ohio	(Commission File Number)	(I.R.S. Employer Identification No.)   43054
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 614-289-5360

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On July 22, 2008, Commercial Vehicle Group, Inc. issued the press release attached hereto as Exhibit 99.1 announcing earnings for the three and six months ended June 30, 2008. The information in Exhibit 99.1 is being provided pursuant to Item 2.02 of Form 8-K.

Item 7.01 Regulation FD Disclosure.

The registrant hereby furnishes the information set forth in the press release issued on July 22, 2008, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information, including the exhibit, the registrant furnished in this report is not deemed “filed” for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
99.1	Second quarter 2008 results press release dated July 22, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Commercial Vehicle Group, Inc.
July 22, 2008	By:	/s/ Chad M. Utrup
		Name: Chad M. Utrup
		Title: Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Second Quarter 2008 Results Press Release Dated July 22, 2008

EX-99.1

Exhibit 99.1

CONTACT:	John Hyre, Investor Relations
	Commercial Vehicle Group, Inc.
	(614) 289-5157

FOR IMMEDIATE RELEASE

COMMERCIAL VEHICLE GROUP REPORTS
SECOND QUARTER 2008 RESULTS

NEW ALBANY, OHIO, July 22, 2008 — Commercial Vehicle Group, Inc. (Nasdaq: CVGI) today reported revenues of $209.2 million for the second quarter ended June 30, 2008, compared to revenues of $158.6 million for the second quarter of 2007. Operating income for the second quarter was $6.3 million, compared to $0.8 million for the second quarter of 2007. Net income was $3.1 million for the quarter, or $0.14 per diluted share, compared to a net loss of $0.2 million, or ($0.01) per diluted share, in the prior-year quarter. Fully-diluted earnings per share for the second quarter of 2008 included a non-cash, non-operating gain on the marking-to-market of forward foreign exchange contracts of approximately $3.7 million, or $0.11 per diluted share, and fully-diluted earnings per share for the second quarter of 2007 included a non-cash, non-operating gain on the marking-to-market of forward foreign exchange contracts of $1.7 million, or $.05 per diluted share. Fully diluted shares outstanding for the quarter were 21.8 million.

“This most recent quarter was filled with increasing economic pressures on a global basis,” said Mervin Dunn, president and chief executive officer of Commercial Vehicle Group. “We continue to experience the impacts of the current economic environment through our supply chain, foreign currency transactions and across our overall cost structure. Despite these difficult times, we continue to forge ahead with our long-term strategy while placing a great deal of emphasis on cost improvement and containment throughout our company,” added Dunn.

Revenues for the quarter compared to the prior-year period increased by approximately $50.7 million due primarily to the increase in the North American Class 8 heavy truck market as well as acquisitions made during the fourth quarter of 2007. Operating income increased by approximately $5.6 million from the prior year quarter and net income increased by approximately $3.3 million from the prior year quarter.

The Company reported revenues of $406.2 million for the six-month period ended June 30, 2008 compared to $357.4 million in the prior-year period. Operating income for the six-month period ended June 30, 2008 was $17.8 million compared to $11.4 million last year. Net income for the six-month period was $3.6 million, or $0.16 per diluted share, compared to net income of $2.7 million, or $0.13 per diluted share, in the prior six-month period. Fully diluted shares outstanding for the six-month period ended June 30, 2008 and June 30, 2007 was 21.7 million.

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“The impact from dramatically rising fuel and raw material costs together with fluctuating currencies make for very trying times for our company and difficult to provide definitive guidance on results for the balance of the year,” said Chad M. Utrup, chief financial officer of Commercial Vehicle Group. “We will discuss these items as well as the North American Class 8 market and global construction market trends in further detail on our earnings call on July 23rd,” added Utrup.

A conference call to review second quarter results is scheduled for Wednesday, July 23, 2008 at 10:00 a.m. ET. To participate, dial (888) 713-4213 using access code 24853793. You can pre-register for the conference call and receive your pin number at:

https://www.theconferencingservice.com/prereg/key.process?key=PHVKU87GK

This call is being webcast by Thomson/CCBN and can be accessed at Commercial Vehicle Group’s Web site at www.cvgrp.com.

A replay of the conference call will be available for a period of two weeks following the call. To access the replay, dial (888) 286-8010 using access code 91195981.

About Commercial Vehicle Group, Inc.

Commercial Vehicle Group is a leading supplier of fully integrated system solutions for the global commercial vehicle market, including the heavy-duty truck market, the construction and agriculture market and the specialty and military transportation markets. The Company’s products include suspension seat systems, interior trim systems, such as instrument and door panels, headliners, cabinetry, molded products and floor systems, cab structures and components, mirrors, wiper systems, electronic wiring harness assemblies and controls and switches specifically designed for applications in commercial vehicle cabs. The Company is headquartered in New Albany, OH with operations throughout North America, Europe and Asia. Information about the Company and its products is available on the internet at www.cvgrp.com.

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Forward-Looking Statements

This press release contains forward-looking statements that are subject to risks and uncertainties. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or similar expressions. In particular, this press release may contain forward-looking statements about Company estimates for future periods with respect to revenues and earnings per share or other financial information. These statements are based on certain assumptions that the Company has made in light of its experience in the industry as well as its perspective on historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. Actual results may differ materially from the anticipated results because of certain risks and uncertainties, including but not limited to: (i) the Company’s ability to develop or successfully introduce new products; (ii) risks associated with conducting business in foreign countries and currencies; (iii) general economic or business conditions affecting the markets in which the Company serves; (iv) increased competition in the heavy-duty truck market; (v) the Company’s failure to complete or successfully integrate additional strategic acquisitions; (vi) the impact of changes in governmental regulations on the Company’s customers or on its business; (vii) the loss of business from a major customer or the discontinuation of particular commercial vehicle platforms; and (viii) various other risks as outlined in the Company’s SEC filings. There can be no assurance that statements made in this press release relating to future events will be achieved. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on behalf of the Company are expressly qualified in their entirety by such cautionary statements.

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COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
REVENUES	$	209,240		$	158,566		$	406,244		$	357,367
COST OF REVENUES		185,832			141,947			362,071			314,479
Gross Profit		23,408			16,619			44,173			42,888
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		16,760			14,610			31,778			30,164
GAIN ON SALE OF LONG LIVED ASSETS		—			—			(6,075	)		—
AMORTIZATION EXPENSE		341			259			686			362
RESTRUCTURING CHARGES		—			998			—			998
Operating Income		6,307			752			17,784			11,364
OTHER (INCOME) EXPENSE		(3,786	)		(2,103	)		5,912			217
INTEREST EXPENSE		3,792			3,536			7,699			7,173
LOSS ON EARLY EXTINGUISHMENT OF DEBT		—			149			—			149
Income (Loss) Before Provision for Income Taxes		6,301			(830	)		4,173			3,825
PROVISION (BENEFIT) FOR INCOME TAXES		3,218			(599	)		618			1,097
Net Income (Loss)	$	3,083		$	(231	)	$	3,555		$	2,728
EARNINGS (LOSS) PER COMMON SHARE:
Basic	$	0.14		$	(0.01	)	$	0.17		$	0.13
Diluted	$	0.14		$	(0.01	)	$	0.16		$	0.13
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic		21,537			21,413			21,537			21,401
Diluted		21,750			21,413			21,696			21,680
Reconciliation to Net Income:
Net Income (Loss)	$	3,083		$	(231	)	$	3,555		$	2,728
Depreciation & Amortization		4,788			3,998			9,476			7,727
Interest Expense		3,792			3,536			7,699			7,173
Provision (Benefit) for Income Taxes		3,218			(599	)		618			1,097
(Gain) on Sale of Long-Lived Assets		—			—			(6,075	)		—
Loss on Early Extinguishment of Debt		—			149			—			149
Restructuring Charges		—			998			—			998
Miscellaneous (Income) Expense		(40	)		35			(24	)		108
Adjusted EBITDA (1)	$	14,841		$	7,886		$	15,249		$	19,980
Supplemental Information:
Noncash (gain) loss on forward exchange contracts	$	(3,746	)	$	(1,661	)	$	5,936		$	586
Nonrecurring (benefit) for prior period debt service	$	—		$	(477	)	$	—		$	(477	)

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COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except per share amounts)

	June 30,			December 31,
	2008			2007
	(unaudited)			(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	8,598		$	9,867
Accounts receivable, net		141,066			107,687
Inventories, net		100,192			96,385
Prepaid expenses		13,878			16,508
Deferred income taxes		16,625			12,989
Total current assets		280,359			243,436
PROPERTY, PLANT AND EQUIPMENT, net		97,140			98,258
GOODWILL, INTANGIBLE AND OTHER ASSETS, net		263,331			257,395
TOTAL ASSETS	$	640,830		$	599,089
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
CURRENT LIABILITIES:
Current maturities of long-term debt	$	119		$	116
Accounts payable		96,875			93,033
Accrued liabilities		42,608			33,115
Total current liabilities		139,602			126,264
LONG-TERM DEBT, net of current maturities		171,547			159,609
OTHER LONG-TERM LIABILITIES		55,228			47,881
Total liabilities		366,377			333,754
COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ INVESTMENT:
Common stock, $0.01 par value per share; 30,000,000 shares authorized; 21,536,814 and 21,536,814 shares issued and outstanding		215			215
Treasury stock purchased from employees; 28,153 shares		(414	)		(414	)
Additional paid-in capital		179,365			177,421
Retained earnings		92,373			88,818
Accumulated other comprehensive income (loss)		2,914			(705	)
Total stockholders’ investment		274,453			265,335
TOTAL LIABILITIES AND STOCKHOLDERS’ INVESTMENT	$	640,830		$	599,089

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Footnotes to Press Release

⁽¹⁾ Adjusted EBITDA is a non-GAAP financial measure that is reconciled to net income, its most directly comparable GAAP measure, in the accompanying financial tables. Adjusted EBITDA is defined as net earnings before interest, taxes, depreciation, amortization, gains/losses on the early extinguishment of debt, gain/losses on the sale of long-lived assets, miscellaneous income/expenses, restructuring charges and cumulative effect of changes in accounting principle. In calculating Adjusted EBITDA, the Company excludes the effects of gains/losses on the early extinguishment of debt, gains/losses on the sale of long-lived assets, miscellaneous income/expenses, restructuring charges and cumulative effect of changes in accounting principles because the Company’s management believes that some of these items may not occur in certain periods, the amounts recognized can vary significantly from period to period and these items do not facilitate an understanding of the Company’s operating performance. The Company’s management utilizes Adjusted EBITDA, in addition to the supplemental information, as an operating performance measure in conjunction with GAAP measures, such as net income and gross margin calculated in conformity with GAAP.

The Company’s management uses Adjusted EBITDA, in addition to the supplemental information, as an integral part of its report and planning processes and as one of the primary measures to, among other things:

(i)	monitor and evaluate the performance of the Company’s business operations;
(ii)	facilitate management’s internal comparisons of the Company’s historical operating performance of its business operations;
(iii)	facilitate management’s external comparisons of the results of its overall business to the historical operating  performance of other companies that may have different capital structures and debt levels;
(iv)	review and assess the operating  performance of the Company’s management team and as a measure in evaluating employee compensation and bonuses;
(v)	analyze and evaluate financial and strategic planning decisions regarding future operating investments; and
(vi)	plan for and prepare future annual operating budgets and determine appropriate levels of operating investments.

The Company’s management believes that Adjusted EBITDA, in addition to the supplemental information, is useful to investors as it provides them with disclosures of the Company’s operating results on the same basis as that used by the Company’s management. Additionally, the Company’s management believes that Adjusted EBITDA, in addition to the supplemental information, provides useful information to investors about the performance of the Company’s overall business because the measure eliminates the effects of certain recurring and other unusual or infrequent charges that are not directly attributable to the Company’s underlying operating performance. Additionally, the Company’s management believes that because it has historically provided a non-GAAP financial measure in previous filings, that continuing to include a non-GAAP measure in its filings provides consistency in its financial reporting and continuity to investors for comparability purposes. Accordingly, the Company believes that the presentation of Adjusted EBITDA, when used in conjunction with the supplemental information and GAAP financial measures, is a useful financial analysis tool, used by the Company’s management as described above, that can assist investors in assessing the Company’s financial condition, operating performance and underlying strength. Adjusted EBITDA should not be considered in isolation or as a substitute for net income prepared in conformity with GAAP. Other companies may define Adjusted EBITDA differently. Adjusted EBITDA, as well as the other information in this filing, should be read in conjunction with the Company’s financial statements and footnotes contained in the documents that the Company files with the U.S. Securities and Exchange Commission.

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