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): October 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)	(Commission File Number)	(I.R.S. Employer Identification No.)

7800 Walton Parkway, New Albany, Ohio	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 October 22, 2008, Commercial Vehicle Group, Inc. issued the press release attached hereto as Exhibit 99.1 announcing earnings for the three and nine months ended September 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 October 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 Third quarter 2008 results press release dated October 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.
October 22, 2008	By:	/s/ Chad M. Utrup
		Name: Chad M. Utrup
		Title: Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Third Quarter 2008 Results Press Release Dated October 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
THIRD QUARTER 2008 RESULTS

NEW ALBANY, OHIO, October 22, 2008 – Commercial Vehicle Group, Inc. (Nasdaq: CVGI) today reported revenues of $192.9 million for the third quarter ended September 30, 2008, compared to revenues of $160.9 million for the third quarter of 2007. Operating income for the third quarter was $0.5 million compared to $2.8 million for the third quarter of 2007. Net loss was $2.6 million for the quarter, or ($0.12) per diluted share, compared to a net loss of $2.7 million, or ($0.13) per diluted share, in the prior-year quarter. Fully diluted shares outstanding for the quarter were 21.5 million compared to 21.4 million for the prior-year period.

“We have certainly faced strong headwinds this year with commodity pricing and petroleum-related service costs and these past several months are no exception,” said Mervin Dunn, president and chief executive officer of Commercial Vehicle Group. “We have worked closely with our customers on recovery of these incremental costs and continue to work diligently on reducing our material and logistics costs which have been severely impacted this year as a result of the global economic conditions,” added Mr. Dunn.

Revenues for the quarter compared to the prior-year period increased by approximately $32.0 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 decreased by approximately $2.3 million from the prior year quarter primarily as a result of the performance of acquisitions made during the fourth quarter of 2007 and the continued pressures on raw material and logistics costs. Fully diluted loss per share improved by approximately $0.01 from the prior year quarter.

Net debt (calculated as total debt less cash and cash equivalents) improved to $151.7 million at September 30, 2008, when compared to $163.1 million at June 30, 2008. Capital expenditures were $3.8 million, or 2.0% of revenues, for the three-month period ending September 30, 2008.

The Company estimates its revenues for the full year 2008 to be in the range of $781.0 to $793.0 million and its estimates for operating income to be in the range of $18.0 to $21.0 million. Fully diluted (loss) earnings per share for the year is projected to be in the range of ($0.08) to $0.01 based on 21.7 million diluted shares. These estimates are based on North American Class 8 truck production levels in the range of 205 thousand to 215 thousand units.

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“We recognize the importance of cash generation, liquidity and long-term financing in today’s marketplace and we are very pleased with our achievements in overall debt reduction this past quarter,” said Chad M. Utrup, chief financial officer of Commercial Vehicle Group.  “We will continue to focus heavily on reducing costs and capital spending as we work our way through the current market conditions,” added Mr. Utrup. 

A conference call to review third quarter results is scheduled for Thursday, October 23, 2008, at 10:00 a.m. ET. To participate, dial (888) 713-4218 using access code 16328607. You can pre-register for the conference call and receive your pin number at:

https://www.theconferencingservice.com/prereg/key.process?key=PLF8YF4VN

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 32749227.

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.

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; (viii) the Company’s ability to obtain future financing due to changes in the lending markets or the Company’s financial position; and (ix) 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						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
REVENUES	$	192,860		$	160,918		$	599,104		$	518,285
COST OF REVENUES		175,952			143,099			538,023			457,578
Gross Profit		16,908			17,819			61,081			60,707
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		15,983			14,665			47,761			44,829
GAIN ON SALE OF LONG LIVED ASSET		—			—			(6,075	)		—
AMORTIZATION EXPENSE		379			169			1,065			531
RESTRUCTURING CHARGES		—			182			—			1,180
Operating Income		546			2,803			18,330			14,167
OTHER (INCOME) EXPENSE		(72	)		4,339			5,840			4,556
INTEREST EXPENSE		3,708			3,242			11,407			10,415
LOSS ON EARLY EXTINGUISHMENT OF DEBT		—			—			—			149
(Loss) Income Before Provision for Income Taxes		(3,090	)		(4,778	)		1,083			(953	)
(BENEFIT) PROVISION FOR INCOME TAXES		(487	)		(2,096	)		131			(999	)
Net (Loss) Income	$	(2,603	)	$	(2,682	)	$	952		$	46
(LOSS) EARNINGS PER COMMON SHARE:
Basic	$	(0.12	)	$	(0.13	)	$	0.04		$	0.00
Diluted	$	(0.12	)	$	(0.13	)	$	0.04		$	0.00
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic		21,537			21,438			21,537			21,413
Diluted		21,537			21,438			21,700			21,640

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

	September 30,			December 31,
	2008			2007
	(unaudited)			(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	7,922		$	9,867
Accounts receivable, net		128,053			107,687
Inventories, net		97,456			96,385
Prepaid expenses		12,020			16,508
Deferred income taxes		17,218			12,989
Total current assets		262,669			243,436
PROPERTY, PLANT AND EQUIPMENT, net		94,119			98,258
GOODWILL, INTANGIBLE AND OTHER ASSETS, net		261,218			257,395
TOTAL ASSETS	$	618,006		$	599,089
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
CURRENT LIABILITIES:
Current maturities of long-term debt	$	120		$	116
Accounts payable		100,955			93,033
Accrued liabilities		36,595			33,115
Total current liabilities		137,670			126,264
LONG-TERM DEBT, net of current maturities		159,510			159,609
OTHER LONG-TERM LIABILITIES		54,770			47,881
Total liabilities		351,950			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		180,321			177,421
Retained earnings		89,770			88,818
Accumulated other comprehensive loss		(3,836	)		(705	)
Total stockholders’ investment		266,056			265,335
TOTAL LIABILITIES AND STOCKHOLDERS’ INVESTMENT	$	618,006		$	599,089

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