sv1za

S-1/A 1 c95704a2sv1za.htm AMENDMENT TO REGISTRATION STATEMENT sv1za

As filed with the Securities and Exchange Commission on June 29, 2005

No. 333-125626

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

Form S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Commercial Vehicle Group, Inc.

(Exact name of registrant as specified in its charter)


Delaware	3714	41-1990662
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

6530 West Campus Oval

New Albany, Ohio 43054

Telephone: (614) 289-5360

Telecopy: (614) 985-1842

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mervin Dunn

President and Chief Executive Officer

Commercial Vehicle Group, Inc.

6530 West Campus Oval

New Albany, Ohio 43054

Telephone: (614) 289-5360

Telecopy: (614) 985-1842

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:


Dennis M. Myers P.C. Kirkland & Ellis LLP 200 East Randolph Drive Chicago, Illinois 60601 Telephone: (312) 861-2000 Telecopy: (312) 861-2200		Kris F. Heinzelman, Esq. Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, New York 10019 Telephone: (212) 474-1000 Telecopy: (212) 474-3700

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE




Title of Each Class	Amount to be	Proposed Maximum	Proposed Maximum	Amount of
of Securities to be Registered	Registered	Offering Price Per Unit(1)	Aggregate Offering Price	Registration Fee

Common Stock, par value $0.01 per share(2)	9,103,587	$18.71(1)	$173,178,457.37(3)	$20,384(3)



(1)	Estimated solely for the purpose of calculating the registration fee relating to 54,874 additional shares of Common Stock being registered in this amendment, pursuant to Rule 457(c) of the Securities Act, on the basis of the average high and low prices of the registrant’s common stock on June 28, 2005, as reported by The Nasdaq National Market.



(2)	Includes amount attributable to shares of Common Stock that may be purchased by the underwriters under an option to purchase additional shares.



(3)	Based on proposed maximum aggregate offering price of $172,151,764.83 for 9,048,713 shares of Common Stock included in the original filing on June 8, 2005, plus proposed maximum aggregate offering price of $1,026,692.54 for 54,874 additional shares of Common Stock being registered in this amendment. Of the $20,384 registration fee, $20,263 was previously paid in connection with the original filing on June 8, 2005, and $121 is paid herewith.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We or the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 29, 2005

7,916,163 Shares

Commercial Vehicle Group, Inc.

Common Stock

We are selling 1,500,000 shares of common stock and the selling stockholders are selling 6,416,163 shares of common stock. We will not receive any of the proceeds from the shares of common stock sold by the selling stockholders.

Our common stock is listed on The Nasdaq National Market under the symbol “CVGI.” The last reported sale price of our common stock on June 28, 2005 was $18.59 per share.

The underwriters have an option to purchase a maximum of 1,187,424 additional shares from us to cover over-allotments of shares.

Investing in our common stock involves risks. See “Risk Factors” beginning on page 12.

Underwriting

Proceeds to

Price to

Discounts and

Proceeds to

Selling

Public

Commissions

Issuer

Stockholders

Per Share

Total

Delivery of the shares of common stock will be made on or about , 2005.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


Credit Suisse First Boston	Robert W. Baird & Co.


JPMorgan	Lehman Brothers

The date of this prospectus is , 2005.

(LOCATION MAP FOR COMMERCIAL VEHICLE GROUP & DETAILED DESCRIPTION OF VEHICLE)

TABLE OF CONTENTS


	Page

SUMMARY		1
RISK FACTORS		12
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS		21
USE OF PROCEEDS		22
DIVIDEND POLICY		22
PRICE RANGE OF COMMON STOCK		23
CAPITALIZATION		24
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA		25
SELECTED HISTORICAL FINANCIAL DATA		32
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		36
INDUSTRY		51
BUSINESS		56
MANAGEMENT		75
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		86
PRINCIPAL STOCKHOLDERS		90
SELLING STOCKHOLDERS		92
DESCRIPTION OF CAPITAL STOCK		94
SHARES ELIGIBLE FOR FUTURE SALE		97
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		99
UNDERWRITING		102
LEGAL MATTERS		105
EXPERTS		105
WHERE YOU CAN FIND MORE INFORMATION		105
INDEX TO FINANCIAL STATEMENTS		F-1
Form of Underwriting Agreement
Opinion of Kirkland & Ellis LLP
Consent of Deloitte & Touche LLP
Consent of PricewaterhouseCoopers LLP

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

SUMMARY

This summary highlights information contained elsewhere in this prospectus but might not contain all of the information that is important to you. Before investing in our common stock, you should read the entire prospectus carefully, including the “Risk Factors” section and the consolidated financial statements and the notes thereto included elsewhere in this prospectus.

We conduct our business through our operating subsidiaries, each of which is a direct or indirect wholly owned subsidiary of Commercial Vehicle Group, Inc. For purposes of this prospectus, unless the context otherwise requires, all references herein to “our company,” “Commercial Vehicle Group,” “we,” “us” and “our” refer to Commercial Vehicle Group, Inc. and its consolidated subsidiaries and their predecessors after giving effect to the acquisitions of substantially all of the assets and liabilities related to Mayflower Vehicle Systems’ North American Commercial Vehicle Operations and the stock of Monona Corporation, the parent of Monona Wire Corporation, as described on page 5, which we refer to as the “Mayflower acquisition” and the “MWC acquisition,” respectively. Unless otherwise indicated, statement of operations data included herein for 2004 and for the three months ended March 31, 2005 and presented on a pro forma basis give effect to the Mayflower acquisition and the MWC acquisition as if they had each occurred on January 1, 2004. Original equipment manufacturers are referred to herein as “OEMs.” Unless otherwise indicated, the information contained in this prospectus assumes that the underwriters’ over-allotment option is not exercised.

Our Company

We are a leading supplier of fully integrated system solutions for the global commercial vehicle market, including the heavy-duty truck market, the construction and agriculture markets and the specialty and military transportation markets. As a result of our strong leadership in cab-related products and systems, we are positioned to benefit from the increased focus of our customers on cab design and comfort and convenience features to better serve their end user, the driver. Our products include suspension seat systems, interior trim systems (including instrument panels, door panels, headliners, cabinetry and floor systems), cab structures and components, mirrors, wiper systems, electronic wire harness assemblies and controls and switches specifically designed for applications in commercial vehicles.

We are differentiated from suppliers to the automotive industry by our ability to manufacture low volume customized products on a sequenced basis to meet the requirements of our customers. We believe that we have the number one or two position in most of our major markets and that we are the only supplier in the North American commercial vehicle market that can offer complete cab systems including cab body assemblies, sleeper boxes, seats, interior trim, flooring, wire harnesses, panel assemblies and other structural components. We believe our products are used by virtually every major North American commercial vehicle OEM, which we believe creates an opportunity to cross-sell our products and offer a fully integrated system solution.

We pursue growth in sales and earnings by offering our customers innovative products and system solutions, emphasizing continuous improvement in the operating performance of our businesses and by acquiring businesses that expand our product range, augment our system solution capabilities, strengthen our customer relationships and expand our geographic footprint. In the past four months, we have separately acquired two commercial vehicle supply businesses that meet these acquisition criteria.


	•	On February 7, 2005, we acquired substantially all of the assets and liabilities related to Mayflower Vehicle Systems’ North American Commercial Vehicle Operations (“Mayflower”) for $107.5 million. This acquisition makes us the only non-captive producer of steel and aluminum cabs and sleeper box assemblies for the North American Class 8 truck market. The Mayflower acquisition will allow us to offer our truck customers a completely furnished vehicle cab and provide us earlier visibility on cab structure designs and concepts, which will provide us with advantages in our other cab products.

	•	On June 3, 2005 we acquired the stock of Monona Corporation, the parent of Monona Wire Corporation (“MWC”), for $55.0 million. MWC specializes in low volume electronic wire harnesses and instrument panel assemblies and also assembles cabs for the construction market.


		The MWC acquisition will enhance our ability to offer integrated electronics and instrument panel assemblies, expand our cab assembly capabilities into new end markets and provide us with a world class Mexican assembly operation strategically located near several of our existing OEM customers.

Approximately 59% of our pro forma 2004 sales were to the leading heavy-duty truck OEMs, Freightliner (DaimlerChrysler), PACCAR, International (Navistar) and Volvo/ Mack. The MWC acquisition increases our presence in the construction and agriculture market particularly at Caterpillar and Deere & Co., as well as Oshkosh Truck Corporation, a leader in manufacturing specialty, emergency and military vehicles, which we believe are less cyclical than certain of our other markets. Approximately 84% of our pro forma 2004 sales were in North America, with the balance in Europe and Asia. The following charts depict our 2004 pro forma net sales by product category, end market served, and customer served.

Demand for commercial vehicles is expected to continue to improve in 2005 due to a variety of factors, including a broad economic recovery in North America, the need to replace aging truck fleets as a result of under-investment, increasing freight volumes and improving hauler profits. According to ACT Research, the North American heavy-duty (Class 8) unit build rates are expected to grow from 269,000 units in 2004 to over 341,000 units in 2009, a compound annual growth rate of 5%. This trend is reflected in the North American heavy-duty (Class 8) quarterly production of approximately 81,000 units in the three months ended March 31, 2005, an increase of 48% from the same period in 2004. The medium-duty truck, commercial and heavy equipment, and military and specialty vehicle markets tend to be less cyclical than the heavy-duty (Class 8) market and are growing due to a broad economic recovery, improved technologies in commercial vehicles and equipment and the acceleration of worldwide purchases due to growth in the end markets served by our customers. The market for construction equipment is particularly dependent on the level of major infrastructure construction and repair projects such as highways, dams and harbors, which is in the early stages of growth due to broad economic recovery and developing market expansion, particularly in Asia.

For the year ended December 31, 2004 and the three months ended March 31, 2005, our sales were $380.4 million and $152.4 million, respectively, and our net income was $17.4 million and $10.9 million, respectively. Pro forma sales for the year ended December 31, 2004 and the three months ended March 31, 2005, would have been $671.0 million and $200.3 million, respectively, and pro forma net income would have been $28.8 million and $13.3 million, respectively. At March 31, 2005, on a pro forma basis after giving effect to the MWC acquisition, this offering, the exercise of management’s options to purchase 314,568 shares of our common stock and the application of the net proceeds therefrom as described under “Use of Proceeds,” we would have had total indebtedness of $184.4 million and stockholders’ equity of $144.5 million.

Our Competitive Strengths

We believe that our competitive strengths include the following:

Leading Market Positions and Brands. We believe that we are the leading supplier of seating systems and interior trim products, the only non-captive manufacturer of Class 8 truck body systems (which includes cab body assemblies), the second largest supplier of wiper systems and mirrors for the North American commercial vehicle market and the largest global supplier of construction vehicle seating systems. Our products are marketed under brand names that are well known by our customers and truck fleet operators. These brands include KAB Seating, National Seating, Trim Systems, Sprague Devices, Sprague Controls, Prutsman^tm, Moto Mirror^tm, RoadWatch® and Mayflower®. The Mayflower and MWC acquisitions gave us the capability to achieve market leadership across a broader spectrum of commercial vehicle systems, including complete truck cab assemblies and electrical wire systems. We expect to benefit from leveraging our customer relationships and dedicated sales force to cross-sell a broader range of products and position ourselves as the leading provider of complete cab systems to the commercial vehicle marketplace.

Comprehensive Cab Product and Cab System Solutions. We believe that we offer the broadest product range of any commercial vehicle cab supplier. We manufacture approximately 50 product categories, many of which are critical to the interior and exterior subsystems of a commercial vehicle cab. In addition, through our acquisitions of Mayflower and MWC, we believe we are the only supplier worldwide with the capability to offer complete cab systems in sequence, integrating interior trim and seats with the cab structure and the electronic wire harness and instrument panel assemblies. We also utilize a variety of different processes, such as urethane molding, vacuum forming and “twin shell” vacuum forming, that enable us to meet each customer’s unique styling and cost requirements. The breadth of our product offering enables us to provide a “one-stop shop” for our customers, who increasingly require complete cab solutions from a single supply source. As a result, we believe that we have a substantial opportunity for further customer penetration through cross-selling initiatives and by bundling our products to provide complete system solutions.

End-User Focused Product Innovation. A key trend in the commercial vehicle market is that OEMs are increasingly focused on cab design, comfort and features to better serve their end user, the driver, and our customers are seeking suppliers that can provide product innovation. We have a full service engineering and product development organization that proactively presents solutions to OEMs to meet these needs and enables us to increase our overall content on current platforms and models. Examples of our recent innovations that are expected to result in better cost and performance parameters for our customers include: a new high performance air suspension seating system; a back cycler mechanism designed to reduce driver fatigue; a RoadWatch® system installed in a mirror base to detect road surface temperature; an aero-molded mirror; and a low-weight, cost effective tubular wiper system design.

Flexible Manufacturing Capabilities and Cost Competitive Position. Because commercial vehicle OEMs permit their customers to select from an extensive menu of cab options, our customers frequently request modified products in low volumes within a limited time frame. We have a highly variable cost structure and can efficiently leverage our flexible manufacturing capabilities to provide low volume, customized products to meet each customer’s styling, cost and “just-in-time” delivery requirements. We have a network of 27 manufacturing and assembly locations worldwide. Several of our facilities are located near our customers to reduce distribution costs and to maintain a high level of customer service and flexibility.

Strong Relationships with Leading Customers and Major Fleets. Because of our comprehensive product offerings, sole source position for certain of our products, leading Class 8 brand names and innovative product features, we believe we are an important long-term supplier to all of the leading truck manufacturers in North America and also a global supplier to leading heavy equipment customers such as Caterpillar, Oshkosh Truck, Deere & Co., Komatsu and Volvo. In addition, through our sales force and engineering teams, we maintain active relationships with the major truck fleet organizations that are end users of our products such as Yellow Freight, Swift Transportation, Schneider National and Ryder

Leasing. As a result of our high-quality, innovative products, well-recognized brand names and customer service, a majority of the largest 100 fleet operators specifically request our products.

Significant Barriers to Entry. We are a leader in providing critical cab assemblies and components to long running platforms. Considerable barriers to entry exist, including significant capital investment and engineering requirements, stringent OEM technical and manufacturing requirements, high switching costs for OEMs to shift production to new suppliers, just-in-time delivery requirements to meet OEM volume demand and strong brand name recognition.

Proven Management Team. Our management team is highly respected within the commercial vehicle market, and our six senior executives have an average of 25 years of experience in the industry. We believe that our team has substantial depth in critical operational areas and has demonstrated success in reducing costs, integrating business acquisitions and improving processes through cyclical periods. In addition, we have added significant management, technical and operations talent with our recent acquisitions.

Our Business Strategy

In addition to capitalizing on expected growth in our end markets, our primary growth strategies are as follows:

Increase Content, Expand Customer Penetration and Leverage System Opportunities. We are the only integrated commercial vehicle supplier that can offer complete modular cab systems. We are focused on securing additional sales from our existing customer base, and we actively cross-market a diverse portfolio of products to our customers to increase our content on the cabs manufactured by these OEMs. To complement our North American capabilities and enhance our customer relationships, we are working with OEMs as they increase their focus on international markets. We are one of the first commercial vehicle suppliers to establish operations in China and are aggressively working to secure new business from both existing customers with Chinese manufacturing operations and Chinese OEMs. We believe we are well positioned to capitalize on the migration by OEMs in the heavy truck and commercial vehicle sector towards commercial vehicle suppliers that can offer a complete interior system.

Leverage Our New Product Development Capabilities. We have made a significant investment in our engineering capabilities and new product development in order to anticipate the evolving demands of our customers and end users. For example, we recently introduced a new wiper system utilizing a tubular linkage system with a single motor that operates both wipers, reducing the cost, space and weight of the wiper system. Also, we believe that our new high performance seat should enable us to capture additional market share in North America and provide us with opportunities to market this seat on a global basis. We will continue to design and develop new products that add or improve content and increase cab comfort and safety.

Capitalize on Operating Leverage. We continuously seek ways to lower costs, enhance product quality, improve manufacturing efficiencies and increase product throughput. Over the past three years, we realized operating synergies with the integration of our sales, marketing and distribution processes; reduced our fixed cost base through the closure and consolidation of several manufacturing and design facilities; and have begun to implement our Lean Manufacturing and Total Quality Production Systems (“TQPS”) programs. We believe our ongoing cost saving initiatives and the establishment of our sourcing relationships in China will enable us to continue to lower our manufacturing costs. As a result, we are well positioned to grow our operating margins and capitalize on any volume increases in the heavy truck sector with minimal additional capital expenditures. With the integration of Mayflower and MWC, CVG’s management will be pursuing cost reduction and avoidance opportunities which include: consolidating supplier relationships to achieve lower costs and better terms, combining steel and other material purchases to leverage purchasing power, strategic sourcing of products to OEMs from new facility locations, implementing lean manufacturing techniques to achieve operational efficiencies, improving product quality and delivery and providing additional capacity. Cost reductions will also target merging administrative functions, including accounting, IT and corporate services.

Grow Sales to the Aftermarket. While commercial vehicles have a relatively long life, certain components, such as seats, wipers and mirrors, are replaced more frequently. We believe that there are opportunities to leverage our brand recognition to increase our sales to the replacement aftermarket. Since many aftermarket participants are small and locally focused, we plan to leverage our national scale to increase our market share in the fragmented aftermarket. We believe that the continued growth in the aftermarket represents an attractive diversification to our OEM business due to its relative stability as well as the market penetration opportunity.

Pursue Strategic Acquisitions and Continue to Diversify Sales. We will selectively pursue complementary strategic acquisitions that allow us to leverage the marketing, engineering and manufacturing strengths of our business and expand our sales to new and existing customers. The markets in which we operate are highly fragmented and provide ample consolidation opportunities. The acquisition of Mayflower will enable us to be the only supplier worldwide to offer complete cab systems in sequence, integrating interior trim and seats with the cab structure. The MWC acquisition will enable us to provide integrated electronic systems into our cab products. Each of these acquisitions has expanded and diversified our sales to include a greater percentage to non-heavy truck markets, such as the construction and specialty and military vehicle markets.

Our Recent Acquisitions

On February 7, 2005, we acquired substantially all of the assets and liabilities related to Mayflower Vehicle Systems’ North American Commercial Vehicle Operations for $107.5 million, which became a wholly owned subsidiary of CVG. The Mayflower acquisition was funded through an increase and amendment to our senior credit facility. Mayflower is the only non-captive producer of complete steel and aluminum truck cabs for the commercial vehicle sector in North America. Mayflower serves the North American commercial vehicle sector from three manufacturing locations, Norwalk, Ohio, Shadyside, Ohio and Kings Mountain, North Carolina, supplying three major product lines: cab frames and assemblies, sleeper boxes and other structural components. Through the Mayflower acquisition we believe we are the only supplier worldwide with the capability to offer complete cab systems in sequence, integrating interior trim and seats with the cab structure. The acquisition gives us the leading position in North American cab structures and the number two position in complete cab assemblies, as well as full service cab and sleeper engineering and development capabilities with a technical facility located near Detroit, Michigan. In addition, the Mayflower acquisition broadens our revenue base at International, Volvo/ Mack, Freightliner, PACCAR and Caterpillar and enhances our cross-selling opportunities. We anticipate that the Mayflower acquisition will also provide significant cost saving opportunities and our complementary customer bases will balance revenue distribution and strengthen customer relationships. For the year ended December 31, 2004, Mayflower recorded revenues of $206.5 million and operating income of $21.6 million.

On June 3, 2005, we acquired all of the stock of Monona Corporation, the parent of MWC, for $55.0 million, and MWC became a wholly owned subsidiary of CVG. The MWC acquisition was funded through an increase and amendment to our senior credit facility. MWC is a leading manufacturer of complex, electronic wire harnesses and related assemblies used in the global heavy equipment and specialty and military vehicle markets. It also produces panel assemblies for commercial equipment markets and cab frame assemblies for Caterpillar. MWC’s wire harness assemblies are critical, complex products that are the primary electrical current carrying devices within vehicle systems. MWC offers approximately 4,500 different wire harness assemblies for its customers, which include leading OEMs such as Caterpillar, Deere & Co. and Oshkosh Truck. MWC operates from primary manufacturing operations in the U.S. and Mexico, and we believe it is cost competitive on a global basis. The MWC acquisition enhances our ability to offer comprehensive cab systems to our customers, expands our electronic assembly capabilities, adds Mexico manufacturing capabilities, and offers significant cross-selling opportunities over a more diversified base of customers. For the fiscal year ended January 31, 2005, MWC recorded revenues of $85.5 million and operating income of $9.6 million.

Concurrent Senior Notes Offering

We intend to complete an unregistered offering of $150.0 million of senior notes due 2013 during the same period of time that we intend to complete the offering of common stock contemplated by this prospectus. Should we complete the senior notes offering, we intend to use the estimated net proceeds therefrom of $144.7 million to repay indebtedness under our senior credit facility. However, the completion of this common stock offering is not connected with or contingent upon the completion of the senior notes offering and there is no guarantee that the senior notes offering will, in fact, be completed. This prospectus shall not be deemed to be an offer to sell or a solicitation of an offer to buy any securities offered in the senior notes offering.

Corporate Information

Commercial Vehicle Group was incorporated in the State of Delaware on August 22, 2000. Our principal executive office is located at 6530 West Campus Oval, New Albany, Ohio 43054, and our telephone number is (614) 289-5360. Our website is www.cvgrp.com. Information on our website is not a part of this prospectus and is not incorporated in this prospectus by reference.

The Offering


Common stock offered to the public by us		1,500,000 shares


Common stock offered to the public by the selling stockholders		6,416,163 shares



Common stock to be outstanding after this offering		19,802,065 shares



Use of proceeds		We intend to use the net proceeds from the sale of 1,500,000 shares of common stock by us to repay approximately $22.7 million of borrowings under our revolving credit facility and for general corporate purposes. See “Use of Proceeds.” We will not receive any of the proceeds from the sales of our common stock by the selling stockholders. We intend to use the proceeds from the exercise of management’s options to purchase 314,568 shares of our common stock to repay approximately $1.7 million of borrowings under our revolving credit facility.


Nasdaq National Market symbol		“CVGI”

The number of shares that will be outstanding after this offering excludes 1,000,000 shares of common stock reserved for issuance under our equity incentive plan and 654,203 shares of common stock reserved for issuance under outstanding options. See “Management – Employee Benefit Plans.”

Risk Factors

You should carefully consider the information under the heading “Risk Factors” and all other information in this prospectus before investing in our common stock.

Summary Historical and Pro Forma Consolidated Financial Information

The following table summarizes selected historical and pro forma consolidated financial data regarding our business and certain industry information and should be read together with “Capitalization,” “Unaudited Pro Forma Consolidated Financial Data,” “Selected Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes included elsewhere in this prospectus.

The historical financial data as of December 31, 2003 and 2004 and for the years ended December 31, 2002, 2003 and 2004, are derived from our consolidated financial statements that are included elsewhere in this prospectus, which financial statements have been audited by Deloitte & Touche LLP as indicated by their report thereon. The historical financial data as of March 31, 2005 and for the three months ended March 31, 2004 and March 31, 2005 have been derived from our historical unaudited financial statements that are included elsewhere in this prospectus. Results of operations for an interim period are not necessarily indicative of results for a full year. The North American Class 8 heavy-duty truck production rates included in the “Other Data” section set forth below and the pro forma financial data are all unaudited.

The unaudited pro forma consolidated financial data is derived from the unaudited pro forma consolidated financial statements under “Unaudited Pro Forma Consolidated Financial Data.” The unaudited pro forma consolidated statement of operations data and other data for the year ended December 31, 2004 and the three months ended March 31, 2005 have been prepared to give effect to:


	•	the Mayflower acquisition;

	•	the MWC acquisition;

	•	the sale of 1,500,000 shares of common stock by us pursuant to this offering and the application of the net proceeds therefrom as described in “Use of Proceeds”; and


	•	the exercise of management’s options to purchase 314,568 shares of our common stock and the application of the proceeds therefrom as described in “Use of Proceeds,”

as if each of these transactions had occurred on January 1, 2004.

The unaudited pro forma consolidated balance sheet data as of March 31, 2005 has been prepared to give effect to the MWC acquisition, the sale of 1,500,000 shares of common stock by us pursuant to this offering, the exercise of management’s options to purchase 314,568 shares of our common stock and the application of the net proceeds therefrom as described in “Use of Proceeds,” as if each of these transactions had occurred on March 31, 2005.

The adjustments to the unaudited pro forma financial data are based upon valuations and other studies that have not been completed but that management believes to be reasonable. The unaudited pro forma financial data are for informational purposes only and do not purport to represent or be indicative of actual results that would have been achieved had the transactions described above actually been completed on the dates indicated and do not purport to be indicative or to forecast what our balance sheet data, results of operations, cash flows or other data will be as of any future date or for any future period. A number of factors may affect our actual results.


		Historical								Pro Forma			Historical						Pro Forma

													Three Months Ended						Three Months
		Year Ended December 31,								Year Ended			March 31,						Ended
										December 31,									March 31,
		2002			2003		2004			2004(1)			2004			2005			2005(1)

		(In thousands, except share and per share data)
Statement of Operations Data:
Revenues		$	298,678		$	287,579	$	380,445		$	670,958		$	85,990		$	152,415		$	200,347
Cost of sales			249,181			237,884		309,696			562,723			70,503			126,163			166,842

	Gross profit		49,497			49,695		70,749			108,235			15,487			26,252			33,505
Selling, general and administrative expenses			23,952			24,281		28,985			37,314			7,497			9,549			11,444
Non cash option issuance charge			—			—		10,125			10,125			—			—			—
Amortization expense			122			185		107			137			36			24			27

	Operating income		25,423			25,229		31,532			60,659			7,954			16,679			22,034
Other expense (income)			1,098			3,230		(1,247	)		(482	)		(3,270	)		(2,881	)		(2,881	)
Interest expense			12,940			9,796		7,244			16,617			2,268			2,168			3,502
Loss on early extinguishment of debt			—			2,972		1,605			1,605			—			—			—

	Income before income taxes and cumulative effect of change in accounting		11,385			9,231		23,930			42,919			8,956			17,392			21,413
Provision for income taxes			5,235			5,267		6,481			14,076			3,407			6,506			8,145

	Income before cumulative effect of change in accounting		6,150			3,964		17,449			28,843			5,549			10,886			13,268
Cumulative effect of change in accounting			(51,630	)		—		—			—			—			—			—

	Net income (loss)	$	(45,480	)	$	3,964	$	17,449		$	28,843		$	5,549		$	10,886		$	13,268

Earnings (loss) per share(2):
	Basic	$	(3.29	)	$	0.29	$	1.13		$	1.68		$	0.40		$	0.61		$	0.67
	Diluted		(3.26	)		0.29		1.12			1.66			0.40			0.59			0.66
Weighted average common shares outstanding(2):
	Basic		13,827			13,779		15,429			17,195			13,779			17,987			19,802
	Diluted		13,931			13,883		15,623			17,389			13,885			18,297			20,010


		Historical									Pro Forma		Historical						Pro Forma

													Three Months Ended						Three Months
		Year Ended December 31,									Year Ended		March 31,						Ended
											December 31,								March 31,
		2002			2003			2004			2004		2004			2005			2005

		(In thousands)
Balance Sheet Data (at end of period):
Working capital		$	8,809		$	28,216		$	41,727				$	26,449		$	47,985		$	54,099
Total assets			204,217			210,495			225,638					218,511			397,910			466,603
Total debt			127,202			127,474			53,925					109,555			153,485			184,364
Total stockholders’ investment			27,025			34,806			111,046					40,627			120,370			144,491
Other Data:
EBITDA(3)		$	34,105		$	33,335		$	39,099		$	74,476	$	10,014		$	19,441		$	25,666
Net cash provided by (used for):
	Operating activities	$	18,172		$	10,442		$	34,177			N/A	$	6,035		$	10,058			N/A
	Investing activities		(4,937	)		(5,967	)		(8,907	)		N/A		(840	)		(109,241	)		N/A
	Financing activities		(14,825	)		(2,761	)		(28,427	)		N/A		(7,667	)		99,965			N/A
Depreciation and amortization			8,682			8,106			7,567			13,817		2,060			2,762			3,632
Capital expenditures, net			4,937			5,967			8,907			13,021		840			2,883			3,329
North American Class 8 heavy-duty truck production (units)(4)			181			182			269			269		55			81			81


(1)	In the event that we complete our concurrent senior notes offering, after giving further effect to such offering, (a) our pro forma interest expense for the year ended December 31, 2004 and for the three months ended March 31, 2005 would have been $20.5 million and $4.5 million, respectively, (b) our pro forma net income for the year ended December 31, 2004 and for the three months ended March 31, 2005 would have been $26.5 million and $12.7 million, respectively, (c) our pro forma income tax expense for the year ended December 31, 2004 and for the three months ended March 31, 2005 would have been $12.5 million and $7.8 million, respectively, and (d) our pro forma total indebtedness as of March 31, 2005 would have been $189.6 million. However, the completion of this common stock offering is not connected with or contingent upon the completion of the senior notes offering and there is no guarantee that the senior notes offering will, in fact, be completed.

(2)	Earnings (loss) per share and weighted average common shares outstanding for the years ended December 31, 2002, 2003 and 2004 and the three months ended March 31, 2004 have been calculated giving effect to the reclassification of our previously outstanding six classes of common stock into one class of common stock and, in connection therewith, a 38.991-to-one stock split. Earnings (loss) per share for all periods were computed in accordance with Statement of Financial Accounting Standards No. 128, “Earnings Per Share” (SFAS No. 128).

(3)	“EBITDA” represents earnings before interest expense, income taxes, depreciation, amortization, non-cash gain (loss) on forward exchange contracts, loss on early extinguishment of debt and an impairment charge associated with the adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”). EBITDA does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by generally accepted accounting principles. We present EBITDA because we believe that it is widely accepted that EBITDA provides useful information regarding our operating results. We rely on EBITDA primarily as an operating performance measure in order to review and assess our company and our management team. For example, our management incentive plan is based upon the company achieving minimum EBITDA targets for a given year. We also review EBITDA to compare our current operating results with corresponding periods and with other companies in our industry. We believe that it is useful to investors to provide disclosures of our operating results on the same basis as

that used by our management. We also believe that it can assist investors in comparing our performance to that of other companies on a consistent basis without regard to depreciation, amortization, interest or taxes, which do not directly affect our operating performance. EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:


	•	EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

	•	EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

	•	EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

	•	although depreciation and amortization are noncash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and

	•	other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, EBITDA should not be considered a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally. See the consolidated statements of cash flows included in our financial statements included elsewhere in this prospectus. The following is a reconciliation of EBITDA to net income (loss):


			Historical									Pro Forma			Historical						Pro Forma

															Three Months						Three Months
			Year Ended December 31,									Year Ended			Ended March 31,						Ended
												December 31,									March 31,
			2002			2003			2004			2004			2004			2005			2005

			(In thousands)
EBITDA			$	34,105		$	33,335		$	39,099		$	74,476		$	10,014		$	19,441		$	25,666
	Add (subtract):
		Depreciation and amortization		(8,682	)		(8,106	)		(7,567	)		(13,817	)		(2,060	)		(2,762	)		(3,632	)
		Noncash gain (loss) on forward exchange contracts		(1,098	)		(3,230	)		1,247			482			3,270			2,881			2,881
		Interest expense		(12,940	)		(9,796	)		(7,244	)		(16,617	)		(2,268	)		(2,168	)		(3,502	)
		Loss on early extinguishment of debt		—			(2,972	)		(1,605	)		(1,605	)		—			—			—
		Provision for income taxes		(5,235	)		(5,267	)		(6,481	)		(14,076	)		(3,407	)		(6,506	)		(8,145	)
		Cumulative effect of change in accounting		(51,630	)		—			—			—			—			—			—

	Net income (loss)		$	(45,480	)	$	3,964		$	17,449		$	28,843		$	5,549		$	10,886		$	13,268


(4)	Source: Americas Commercial Transportation Research Co. LLC and ACT Publications.

RISK FACTORS

You should carefully consider the risks described below, together with all of the other information in this prospectus, before making a decision to invest in our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could suffer. In this case, the trading price of our common stock could decline, and you may lose all or part of your investment in our common stock.

Risks Related to Our Business and Industry


	*Volatility and cyclicality in the commercial vehicle market could adversely affect us.*

Our profitability depends in part on the varying conditions in the commercial vehicle market. This market is subject to considerable volatility as it moves in response to cycles in the overall business environment and is particularly sensitive to the industrial sector, which generates a significant portion of the freight tonnage hauled. Sales of commercial vehicles have historically been cyclical, with demand affected by such economic factors as industrial production, construction levels, demand for consumer durable goods, interest rates and fuel costs. For example, North American commercial vehicle sales and production experienced a downturn from 2000 to 2003 due to a confluence of events that included a weak economy, an oversupply of new and used vehicle inventory and lower spending on commercial vehicles and equipment. This downturn had a material adverse effect on our business during the same period. We cannot provide any assurances as to the length or ultimate level of the current recovery in the commercial vehicle market.


	*Our customer base is concentrated and the loss of business from a major customer or the discontinuation of particular commercial vehicle platforms could reduce our sales.*

Sales to PACCAR and Freightliner accounted for approximately 28% and 17%, respectively, of our revenue for 2004, and our ten largest customers accounted for 72% of our revenue in 2004. On a pro forma basis, sales to International, PACCAR, Freightliner and Volvo/ Mack would have accounted for approximately 18%, 16%, 14% and 12%, respectively, of our revenue for 2004 and our ten largest customers would have accounted for approximately 78% of our revenue for 2004. The loss of any of our largest customers or the loss of significant business from any of these customers would have a material adverse effect on our business, financial condition and results of operations. Even though we may be selected as the supplier of a product by an OEM for a particular vehicle, our OEM customers issue blanket purchase orders which generally provide for the supply of that customer’s annual requirements for that vehicle, rather than for a specific number of our products. If the OEM’s requirements are less than estimated, the number of products we sell to that OEM will be accordingly reduced. In addition, the OEM may terminate its purchase orders with us at any time.


	*Our profitability would be adversely affected if the actual production volumes for our customers’ vehicles is significantly lower than we anticipated.*

We incur costs and make capital expenditures based upon estimates of production volumes for our customers’ vehicles. While we attempt to establish a price of our components and systems that will compensate for variances in production volumes, if the actual production of these vehicles is significantly less than anticipated, our gross margin on these products would be adversely affected. We enter into agreements with our customers at the beginning of a given platform’s life to supply products for that platform. Once we enter into such agreements, fulfillment of our purchasing requirements is our obligation for the entire production life of the platform, with terms ranging from five to seven years, and we have no provisions to terminate such contracts. We may become committed to supply products to our customers at selling prices that are not sufficient to cover the direct cost to produce such products. We cannot predict our customers’ demands for our products either in the aggregate or for particular reporting periods. If customers representing a significant amount of our sales were to purchase materially lower volumes than expected, it would have a material adverse effect on our business, financial condition and results of operations.


	*Commercial vehicle OEMs have historically had significant leverage over their outside suppliers.*

The commercial vehicle component supply industry has traditionally been highly fragmented and serves a limited number of large OEMs. As a result, OEMs have historically had a significant amount of leverage over their outside suppliers. Our contracts with major OEM customers generally provide for an annual productivity cost reduction. Historically, cost reductions through product design changes, increased productivity and similar programs with our suppliers have generally offset these customer-imposed productivity cost reduction requirements. However, if we are unable to generate sufficient production cost savings in the future to offset price reductions, our gross margin and profitability would be adversely affected. In addition, changes in OEMs’ purchasing policies or payment practices could have an adverse effect on our business.


	*Integrating our operations with the Mayflower and MWC operations may prove to be disruptive and could result in the combined businesses failing to meet our expectations.*

We expect that the Mayflower and MWC acquisitions will result in increased revenue and profit growth. We cannot be sure that we will realize these anticipated benefits in full or at all. Achieving the expected benefits from these acquisitions will depend, in part, upon whether the operations and personnel of Mayflower and MWC can be integrated in an efficient and effective manner with our existing business. Our management team may encounter unforeseen difficulties in managing the integration of the three businesses. The process of integrating three formerly separately operated businesses may prove disruptive to all three businesses, may take longer than we anticipate and may cause an interruption of and have a material adverse effect on our combined businesses.


	*We may be unable to successfully implement our business strategy.*

Our ability to achieve our business and financial objectives is subject to a variety of factors, many of which are beyond our control. For example, we may not be successful in implementing our strategy if unforeseen factors emerge that diminish the expected growth in the heavy truck market, or we experience increased pressure on our margins. In addition, we may not succeed in integrating strategic acquisitions and our pursuit of additional strategic acquisitions may lead to resource constraints which could have a negative impact on our ability to meet customers’ demands, thereby adversely affecting our relationships with those customers. As a result of such business or competitive factors, we may decide to alter or discontinue aspects of our business strategy and may adopt alternative or additional strategies. Any failure to successfully implement our business strategy could adversely affect our business, results of operations and growth potential.

Developing product innovations has been and will continue to be a significant part of our business strategy. We believe that it is important that we continue to meet our customers’ demands for product innovation, improvement and enhancement, including the continued development of new-generation products, design improvements and innovations that improve the quality and efficiency of our products. However, such development will require us to continue to invest in research and development and sales and marketing. In the future, we may not have sufficient resources to make such necessary investments, or we may be unable to make the technological advances necessary to carry out product innovations sufficient to meet our customers’ demands. We are also subject to the risks generally associated with product development, including lack of market acceptance, delays in product development and failure of products to operate properly. We may, as a result of these factors, be unable to meaningfully focus on product innovation as a strategy and may therefore be unable to meet our customers’ demands for product innovation.


	*If we are unable to obtain raw materials at favorable prices, it could adversely impact our results of operations and financial condition.*

Numerous raw materials are used in the manufacture of our products. Steel, aluminum, resin, foam and fabrics account for the most significant components of our raw material costs. Although we currently

maintain alternative sources for raw materials, our business is subject to the risk of price increases and periodic delays in delivery. For example, we purchase steel at market prices which, during the past year have increased to historical high levels as a result of a relatively low level of supply and a relatively high level of demand. As a result we are currently being assessed surcharges as well as price increases on certain purchases of steel. If we are unable to purchase certain raw materials required for our operations for a significant period of time, our operations would be disrupted, and our results of operations would be adversely affected. In addition, if we are unable to pass on the increased costs of raw materials to our customers, this could adversely affect our results of operations and financial condition. Our operating results for the year ended December 31, 2004 and the three months ended March 31, 2005 were adversely affected by steel surcharges that we are being assessed on certain of our purchases of steel. The Mayflower acquisition has significantly increased our demand for both steel and aluminum elevating our risk with respect to increases in price or delays in delivery of these commodities.


	Our inability to compete effectively in the highly competitive commercial vehicle component supply industry could result in the loss of customers, which would have an adverse effect on our sales and operating results.

The commercial vehicle component supply industry is highly competitive. Our products primarily compete on the basis of price, breadth of product offerings, product quality, technical expertise and development capability, product delivery and product service. Our competitors may foresee the course of market development more accurately than we do, develop products that are superior to our products, produce similar products at a lower cost than we can or adapt more quickly to new technologies, industry or customer requirements. As a result, our products may not be able to compete successfully with the products of these other companies, which could result in the loss of customers and, as a result, decreased sales and profitability.


	*Currency exchange rate fluctuations could have an adverse effect on our sales and financial results.*

We have operations in Europe, Australia, Mexico and China, and sales derived from these operations were approximately 28% and 24% of our revenues in 2004 on an actual and pro forma basis, respectively. As a result, we generate a significant portion of our sales and incur a significant portion of our expenses in currencies other than the U.S. dollar. To the extent that we are unable to match revenues received in foreign currencies with costs paid in the same currency, exchange rate fluctuations in any such currency could have an adverse effect on our financial results. During times of a strengthening U.S. dollar, our reported sales and earnings from our international operations will be reduced because the applicable local currencies will be translated into fewer U.S. dollars. The converse is also true and the strengthening of the European currencies in relation to the U.S. dollar in recent years had a positive impact on our foreign revenues in 2002, 2003 and 2004.


	*We may be unable to complete additional strategic acquisitions or we may encounter unforeseen difficulties in integrating acquisitions.*

The commercial vehicle component supply industry is beginning to undergo consolidation as OEMs seek to reduce costs and their supplier base. We intend to actively pursue additional acquisition targets that will allow us to continue to expand into new geographic markets, add new customers, provide new product, manufacturing and service capabilities and increase penetration with existing customers. However, we expect to face competition for acquisition candidates, which may limit the number of our acquisition opportunities and may lead to higher acquisition prices. Moreover, acquisitions of businesses may require additional debt financing, resulting in additional leverage. The covenants of our senior credit facility may further limit our ability to complete acquisitions. There can be no assurance that we will find attractive acquisition candidates or successfully integrate acquired businesses into our existing business. If we fail to complete additional acquisitions, we may have difficulty competing with more thoroughly integrated competitors and our results of operations could be adversely affected. To the extent that we do complete additional acquisitions, if the expected synergies from such acquisitions do not materialize or we fail to

successfully integrate such new businesses into our existing businesses, our results of operations could also be adversely affected.


	*We may be subject to product liability claims, recalls or warranty claims, which could be expensive, damage our reputation and result in a diversion of management resources.*

As a supplier of products and systems to commercial vehicle OEMs, we face an inherent business risk of exposure to product liability claims in the event that our products, or the equipment into which our products are incorporated, malfunction and result in personal injury or death. Product liability claims could result in significant losses as a result of expenses incurred in defending claims or the award of damages.

In addition, we may be required to participate in recalls involving systems or components sold by us if any prove to be defective, or we may voluntarily initiate a recall or make payments related to such claims as a result of various industry or business practices or the need to maintain good customer relationships. Such a recall would result in a diversion of management resources. While we do maintain product liability insurance, we cannot assure you that it will be sufficient to cover all product liability claims, that such claims will not exceed our insurance coverage limits or that such insurance will continue to be available on commercially reasonable terms, if at all. Any product liability claim brought against us could have a material adverse effect on our results of operations.

Moreover, we warrant the workmanship and materials of many of our products under limited warranties and have entered into warranty agreements with certain OEMs that warranty certain of our products in the hands of these OEMs’ customers, in some cases for as long as six years. Accordingly, we are subject to risk of warranty claims in the event that our products do not conform to our customers’ specifications, or, in some cases in the event that our products do not conform with their customers’ expectations. It is possible for warranty claims to result in costly product recalls, significant repair costs and damage to our reputation, all of which would adversely affect our results of operations.


	*We may be adversely impacted by work stoppages and other labor matters.*

The hourly workforces at our Norwalk, Ohio and Shadyside, Ohio facilities and Mexico operations are unionized. The 1,934 unionized employees at these facilities represented approximately 38% of our total employees as of December 31, 2004 on a pro forma basis for the Mayflower and the MWC acquisitions. The Norwalk, Ohio and Shadyside, Ohio facilities were acquired by us in connection with the Mayflower acquisition and the Mexican operations were acquired by us in connection with the MWC acquisition. We have no operating history with these work forces or prior relationship with the unions which represent them. While neither Mayflower nor MWC has experienced any material strikes, lockouts or work stoppages in the last three years, there can be no assurance that our relationships with these workforces and their unions will be as amicable or that we will not encounter strikes, further unionization efforts or other types of conflicts with labor unions or our employees. We have experienced limited unionization efforts at certain of our other North American facilities from time to time. In addition, approximately 43% of our employees at our United Kingdom operations are represented by a shop steward committee, which may seek to limit our flexibility in our relationship with these employees. We cannot assure you that we will not encounter future unionization efforts or other types of conflicts with labor unions or our employees.

Many of our OEM customers and their suppliers also have unionized work forces. Work stoppages or slow-downs experienced by OEMs or their other suppliers could result in slow-downs or closures of assembly plants where our products are included in assembled commercial vehicles. In the event that one or more of our customers or their suppliers experience a material work stoppage, such work stoppage could have a material adverse effect on our business.


	*Our products may be rendered less attractive by changes in competitive technologies.*

Changes in competitive technologies may render certain of our products less attractive. Our ability to anticipate changes in technology and to successfully develop and introduce new and enhanced products on a timely basis will be a significant factor in our ability to remain competitive. There can be no assurance

that we will be able to achieve the technological advances that may be necessary for us to remain competitive. We are also subject to the risks generally associated with new product introductions and applications, including lack of market acceptance, delays in product development and failure to operate properly.


	*Our continued success depends to some degree on our ability to protect our intellectual property.*

Our success depends to some degree on our ability to protect our intellectual property and to operate without infringing on the proprietary rights of third parties. While we have been issued patents and have registered trademarks with respect to many of our products, our competitors could independently develop similar or superior products or technologies, duplicate our designs, trademarks, processes or other intellectual property or design around any processes or designs on which we have or may obtain patents or trademark protection. In addition, it is possible that third parties may have or acquire licenses for other technology or designs that we may use or desire to use, so that we may need to acquire licenses to, or to contest the validity of, such patents or trademarks of third parties. Such licenses may not be made available to us on acceptable terms, if at all, and we may not prevail in contesting the validity of third party rights.

In addition to patent and trademark protection, we also protect trade secrets, know-how and other confidential information against unauthorized use by others or disclosure by persons who have access to them, such as our employees, through contractual arrangements. These agreements may not provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information. If we are unable to maintain the proprietary nature of our technologies, our sales could be materially adversely affected. See “Business – Intellectual Property.”


	*We depend on the service of key individuals, the loss of whom could materially harm our business.*

Our success will depend, in part, on the efforts of our executive officers and other key employees, including Mervin Dunn, our Chief Executive Officer; Gerald L. Armstrong, President – CVG Americas; Gordon Boyd, President – CVG International; Chad M. Utrup, our Chief Financial Officer and Jim Williams, Vice President of Human Resources. Although we do not anticipate that we will have to replace any of our executive officers in the near future, the loss of the services of any of our key employees could have a material adverse affect on our business, results of operations and financial condition. See “Management – Employment Agreements.”


	*We may be adversely affected by the impact of environmental and safety regulations.*

We are subject to foreign, federal, state, and local laws and regulations governing the protection of the environment and occupational health and safety, including laws regulating air emissions, wastewater discharges, the generation, storage, handling, use and transportation of hazardous materials; the emission and discharge of hazardous materials into the soil, ground or air; and the health and safety of our colleagues. We are also required to obtain permits from governmental authorities for certain of our operations. We cannot assure you that we are, or have been, in complete compliance with such laws, regulations and permits. If we violate or fail to comply with these laws, regulations or permits, we could be fined or otherwise sanctioned by regulators. In some instances, such a fine or sanction could have a material adverse effect on us. The environmental laws to which we are subject have become more stringent over time, and we could incur material expenses in the future to comply with environmental laws. We are also subject to laws imposing liability for the cleanup of contaminated property. Under these laws, we could be held liable for costs and damages relating to contamination at our past or present facilities and at third party sites to which we sent waste containing hazardous substances. The amount of such liability could be material. We cannot completely eliminate the risk of contamination or injury resulting from exposure to hazardous materials, and we could incur material liability as a result of any such contamination or injury.


	*We may be adversely affected by the impact of government regulations on our OEM customers.*

Although the products we manufacture and supply to commercial vehicle OEMs are not subject to significant government regulation, our business is indirectly impacted by the extensive governmental regulation applicable to commercial vehicle OEMs. These regulations primarily relate to emissions and noise standards imposed by the Environmental Protection Agency, state regulatory agencies, such as the California Air Resources Board (“CARB”), and other regulatory agencies around the world. Commercial vehicle OEMs are also subject to the National Traffic and Motor Vehicle Safety Act and Federal Motor Vehicle Safety Standards promulgated by the National Highway Traffic Safety Administration. Changes in emission standards and other proposed governmental regulations could impact the demand for commercial vehicles and, as a result, indirectly impact our operations. For example, new emission standards governing heavy-duty diesel engines that went into effect in the United States on October 1, 2002 resulted in significant purchases of new trucks by fleet operators prior to such date and reduced short term demand for such trucks in periods immediately following such date. New emission standards for truck engines used in Class 5 to 8 trucks imposed by the EPA and CARB are scheduled to come into effect during 2007. To the extent that current or future governmental regulation has a negative impact on the demand for commercial vehicles, our business, financial condition or results of operations could be adversely affected. See “Business – Government Regulation.”


	*We will be exposed to risks relating to evaluations of controls required by Section 404 of the Sarbanes-Oxley Act of 2002.*

We are in the process of evaluating our internal controls over financial reporting to allow management to report on, and our independent registered public accounting firm to attest to, our internal controls. We will be performing the system and process evaluation and testing (and any necessary remediation) required to comply with the management certification and auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. While we anticipate being able to fully implement the requirements relating to internal controls and all other aspects of Section 404 by our December 31, 2005 deadline, we cannot be certain as to the timing of completion of our evaluation, testing and remediation actions or the impact of the same on our operations since there is presently no precedent available by which to measure compliance adequacy. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by regulatory authorities, such as the SEC or The Nasdaq National Market. Any such action could adversely affect our financial results or investors’ confidence in our company, and could cause our stock price to fall. In addition, our controls and procedures may not comply with all the relevant rules and regulations of the SEC and The Nasdaq National Market. If we fail to develop and maintain effective controls and procedures, we may be unable to provide financial information in a timely and reliable manner.


	*Equipment failures, delays in deliveries or catastrophic loss at any of our facilities could lead to production or service curtailments or shutdowns.*

We manufacture or assemble our products at 27 facilities worldwide. An interruption in production or service capabilities at any of these facilities as a result of equipment failure or other reasons could result in our inability to produce our products, which would reduce our net sales and earnings for the affected period. In the event of a stoppage in production at any of our facilities, even if only temporary, or if we experience delays as a result of events that are beyond our control, delivery times to our customers could be severely affected. Any significant delay in deliveries to our customers could lead to increased returns or cancellations and cause us to lose future sales. Our facilities are also subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions or violent weather conditions. We may experience plant shutdowns or periods of reduced production as a result of equipment failure, delays in deliveries or catastrophic loss, which could have a material adverse effect on our business, results of operations or financial condition.


	*The reliability of market and industry data included in this prospectus may be uncertain.*

This prospectus contains market and industry data, primarily from reports published by ACT Research and from internal company surveys, studies and research, related to the truck components industry and its segments, as well as the truck industry in general. This data includes estimates and forecasts regarding future growth in these industries, specifically data related to North American truck production, truck freight growth and the historical average age of active heavy-duty trucks. Such data has been published in industry publications that typically indicate that they have derived the data from sources believed to be reasonable, but do not guarantee the accuracy or completeness of the data. While we believe these industry publications to be reliable, we have not independently verified the data or any of the assumptions on which the estimates and forecasts are based. Similarly, internal company surveys, studies and research, which we believe are reliable, have not been verified by any independent sources. The failure of the truck industry and/or the truck components industry to continue to grow as forecasted may have a material adverse effect on our business and the market price of our common stock.


	*Our indebtedness could adversely affect our financial condition and make it more difficult to implement our business strategy.*

As of March 31, 2005, on a pro forma basis, we would have had total indebtedness of $184.4 million, or approximately 56% of our total capitalization.

Our indebtedness could:


	•	make us more vulnerable to unfavorable economic conditions or changes in our industry;

	•	make it more difficult to obtain additional financing in the future for working capital, capital expenditures, acquisitions or other general corporate purposes;

	•	make it more difficult to pursue strategic acquisitions;

	•	require us to dedicate a portion of our cash flow from operations for making payments on our indebtedness, which would prevent us from using it for other purposes; and

	•	make us susceptible to fluctuations in market interest rates that affect the cost of our borrowings to the extent that our variable rate indebtedness is not covered by interest rate hedge agreements.


	*Restrictions in our senior credit facility limit our ability to incur additional debt, make acquisitions and make other investments.*

Our senior credit facility contains covenants that limit our ability to incur indebtedness, restrict our ability to make distributions to stockholders, acquire other businesses, make capital expenditures and impose various other restrictions. In addition, the senior credit facility requires us to maintain various financial ratios, which are likely to become more restrictive over time. If we do not comply with such covenants or satisfy such ratios, our lenders could declare a default under this senior credit facility, and our indebtedness could be declared immediately due and payable. Our ability to comply with the provisions of this senior credit facility may be affected by changes in economic or business conditions beyond our control. In addition, these covenants could affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise.


	*We are subject to certain risks associated with our foreign operations.*

We have operations in Europe, Australia, Mexico and China. Collectively, in 2004 sales derived from these operations accounted for approximately 28% of our revenues on an actual basis and, on a pro forma basis, would have accounted for 24% of our revenues. Certain risks are inherent in international operations, including:


	•	the difficulty of enforcing agreements and collecting receivables through certain foreign legal systems;


	•	foreign customers, who may have longer payment cycles than customers in the United States;

	•	tax rates in certain foreign countries, which may exceed those in the United States and foreign earnings may be subject to withholding requirements or the imposition of tariffs, exchange controls or other restrictions, including restrictions on repatriation;

	•	intellectual property protection difficulties;

	•	general economic and political conditions in countries where we operate, which may have an adverse effect on our operations in those countries;

	•	the difficulties associated with managing a large organization spread throughout various countries; and

	•	complications in complying with a variety of foreign laws and regulations, which may conflict with United States law.

As we continue to expand our business globally, our success will be dependent, in part, on our ability to anticipate and effectively manage these and other risks associated with foreign operations. We cannot assure you that these and other factors will not have a material adverse effect on our international operations or our business, financial condition or results of operations as a whole.

Risks Relating to this Offering


	*Future sales of our common stock, including the shares purchased in this offering, may depress our stock price.*

Sales of a substantial number of shares of our common stock in the public market by our stockholders after this offering, sales of our common stock by our management or the perception that such sales are likely to occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. Upon completion of this offering, we will have outstanding 19,802,065 shares of common stock, assuming no exercise of the underwriters’ over-allotment option. Of these shares, the 7,916,163 shares of common stock sold in this offering and the 10,284,500 shares of common stock issued in our initial public offering will be freely tradable, without restriction, in the public market.

Upon completion of this offering there will be 1,195,251 shares of our common stock issuable upon exercise of outstanding options issued to our management team. To the extent that such options are exercised there will be further dilution to our new investors. See “Management – Employee Benefit Plans.” After the completion of this offering, holders of approximately 1.5 million shares of our common stock will be entitled to certain rights with respect to the registration of such shares under the Securities Act. See “Shares Eligible for Future Sale.”

We may issue shares of our common stock from time to time as consideration for or to finance future acquisitions and investments. In the event any such acquisition or investment is significant, the number of shares of our common stock, or the number or aggregate principal amount, as the case may be, of other securities that we may issue may in turn be significant. In addition, we may also grant registration rights covering those shares of our common stock or other securities in connection with any such acquisitions and investments.


	*The market price of our common stock may be volatile, which could cause the value of your investment to decline.*

Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of our common stock in spite of our operating performance. In addition, our operating results could be below the expectations of public market analysts and investors, and in response, the market price of our common

stock could decrease significantly. You may be unable to resell your shares of our common stock at or above the public offering price.


	Provisions in our charter documents and Delaware law could discourage potential acquisition proposals, could delay, deter or prevent a change in control and could limit the price certain investors might be willing to pay for our stock.

Certain provisions of our certificate of incorporation and by-laws may inhibit changes in control of our company not approved by our board of directors. These provisions include:


	•	a classified board of directors with staggered terms;

	•	a prohibition on stockholder action through written consents;

	•	a requirement that special meetings of stockholders be called only by the board of directors;

	•	advance notice requirements for stockholder proposals and director nominations;

	•	limitations on the ability of stockholders to amend, alter or repeal the by-laws; and

	•	the authority of the board of directors to issue, without stockholder approval, preferred stock with such terms as the board of directors may determine and additional shares of our common stock.

In addition, Section 203 of the Delaware General Corporation Law prevents us from engaging in a business combination with a person who becomes a 15% or greater stockholder, for a period of three years from the date such person acquired such status, unless certain board or stockholder approvals are obtained. These provisions could limit the price that certain investors might be willing to pay in the future for shares of our common stock.


	*Ownership change may limit our ability to use certain losses for U.S. federal income tax purposes and may increase our tax liability.*

The transactions contemplated herein may result in an “ownership change” within the meaning of the U.S. federal income tax laws addressing net operating loss carryforwards, alternative minimum tax credits and other similar tax attributes. As a result of such ownership change, as well as any prior ownership changes, there may be specific limitations on our ability to use our net operating loss carryforwards and other tax attributes from periods prior to this offering. It is possible in the future that such limitations could limit our ability to utilize such tax attributes and, therefore, result in an increase in our U.S. federal income tax liability. Such an increase would reduce the funds available for the payments of dividends and might require us to reduce or eliminate the dividends on our common stock.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be found throughout this prospectus, particularly under the headings “Summary,” “Risk Factors,” “Dividend Policy,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” among others. Forward-looking statements typically are identified by the use of terms such as “may,” “will,” “should,” “expect,” “anticipate,” “believe,” “estimate,” “intend” and similar words, although some forward-looking statements are expressed differently. You should consider statements that contain these words carefully because they describe our expectations, plans, strategies and goals and beliefs concerning future business conditions, our results of operations, financial position, and our business outlook or state other “forward-looking” information based on currently available information. The factors listed above under the heading “Risk Factors” and in the other sections of this prospectus provide a discussion of the most significant risks, uncertainties and events that could cause our actual results to differ materially from the expectations expressed in our forward-looking statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except to the extent required by applicable securities law.

USE OF PROCEEDS

We estimate that our net proceeds from the sale of 1,500,000 shares of common stock in this offering will be approximately $22.7 million, after deducting underwriting discounts and commissions and other offering-related expenses. We intend to use the net proceeds from this offering to reduce our borrowings under our revolving credit facility. We intend to use the remaining net proceeds from this offering for general corporate purposes.

We will not receive any of the proceeds from the selling stockholders’ sale of 6,416,163 shares of common stock in the offering. We expect to receive proceeds of approximately $1.7 million from the payment by members of our management of the exercise price of options to purchase 314,568 shares of our common stock that they intend to exercise in connection with this offering. We intend to use this amount to reduce our borrowings under our revolving credit facility. See “Management – Management Stock Option Plan.”

Affiliates of Robert W. Baird & Co. Incorporated, one of the underwriters in this offering, are selling shares of common stock in this offering. See “Selling Stockholders” and “Underwriting.”

As of March 31, 2005, borrowings under our senior credit facility were comprised of $5.9 million of revolving credit borrowings, bearing interest at a weighted average rate of 6.7%, and a $141.1 million term loan, bearing interest at a weighted average rate of 6.6%, which included borrowings of approximately $106.4 million to fund substantially all of the purchase price for the Mayflower acquisition. The revolving credit facility is available until January 31, 2010 and the term loans are due and payable on December 31, 2010. We used additional revolving credit borrowings of approximately $58.0 million under our senior credit facility to fund substantially all of the purchase price and related expenses for the MWC acquisition.

DIVIDEND POLICY

We have not in the past paid, and do not expect for the foreseeable future to pay, dividends on our common stock. Instead, we anticipate that all of our earnings in the foreseeable future will be used in the operation and growth of our business. The payment of dividends by us to holders of our common stock is limited under the terms of our senior credit facility. Any future determination to pay dividends will be at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions and any other considerations as our board of directors may determine.

PRICE RANGE OF COMMON STOCK

Our common stock has listed on The Nasdaq National Market since August 5, 2004, under the symbol “CVGI.” The following table sets forth for the periods indicated the high and low sales prices per share for our common stock as reported on The Nasdaq National Market.


	High		Low

2004:
Third quarter (beginning August 5, 2004)	$	16.82	$	12.95
Fourth quarter	$	21.90	$	14.50
2005:
First quarter	$	24.38	$	18.25
Second quarter (through June 28, 2005)	$	21.74	$	16.51

The last reported sale price of our common stock on June 28, 2005 was $18.59 per share. As of April 27, 2005, there were approximately 63 holders of record and an estimated 1,050 beneficial owners of our common stock.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2005 on (1) an actual basis, (2) a pro forma basis giving effect to the MWC acquisition and (3) a pro forma basis as further adjusted to give effect to the sale of 1,500,000 shares of common stock by us pursuant to this offering, the exercise of management’s options to purchase 314,568 shares of our common stock and the application of the net proceeds therefrom as described in “Use of Proceeds.” You should read this table in conjunction with the “Use of Proceeds,” “Unaudited Pro Forma Consolidated Financial Data,” “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes to those statements included elsewhere in this prospectus.


				As of March 31, 2005

							Pro Forma for the			Pro Forma
				Actual			MWC Acquisition			As Adjusted

				(In thousands)
Cash and cash equivalents				$	1,527		$	1,527		$	1,527

Long-term debt (including current maturities):
	Senior credit facility:(1)
		Revolving credit facility		$	5,851		$	60,851		$	36,730
		Term loans			141,132			141,132			141,132
	Other debt(2)				6,502			6,502			6,502

		Total long-term debt			153,485			208,485			184,364
Stockholders’ equity:
	Preferred stock, $.01 par value per share; 5,000,000 shares authorized; no shares issued and outstanding on an actual or pro forma basis				—			—			—
	Common stock, $.01 par value per share; 30,000,000 shares authorized; 17,987,497 issued and outstanding on an actual basis, and 19,802,065 shares issued and outstanding on a pro forma basis				180			180			182
	Additional paid-in capital				123,660			123,660			147,779
	Retained earnings (accumulated deficit)				(4,568	)		(4,568	)		(4,568	)
	Stock subscriptions receivable				(175	)		(175	)		(175	)
	Accumulated other comprehensive income				1,273			1,273			1,273

		Total stockholders’ equity			120,370			120,370			144,491

			Total capitalization	$	273,855		$	328,855		$	328,855


(1)	On February 7, 2005, we amended our senior credit facility to increase our revolving credit facility from $40.0 million to $75.0 million and our term loans from $65.0 million to $145.0 million. We used borrowings of approximately $106.4 million under our amended senior credit facility to fund substantially all of the purchase price of the Mayflower acquisition. On June 3, 2005, we further amended our senior credit facility to increase our revolving credit facility from $75.0 million to $100.0 million. We used revolving credit borrowings of approximately $58.0 million under our senior credit facility to fund substantially all of the purchase price and related expenses of the MWC acquisition.

(2)	Other debt includes borrowings of $6.5 million financed through the issuance of industrial development bonds relating to our Vonore, Tennessee facility. These bonds were redeemed on May 2, 2005 for approximately $6.5 million.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

The following unaudited pro forma consolidated financial statements have been derived by the application of pro forma adjustments to our historical consolidated financial statements included elsewhere in this prospectus. We are providing the following unaudited pro forma financial information because the effects of the Mayflower acquisition, the MWC acquisition and this offering on our financial information are material.

The unaudited pro forma consolidated statement of operations data for the year ended December 31, 2004 and the three months ended March 31, 2004 and 2005 have been prepared to give effect to:


	•	the Mayflower acquisition;

	•	the MWC acquisition;

	•	the sale of 1,500,000 shares of common stock by us pursuant to this offering and the application of the net proceeds therefrom as described in “Use of Proceeds”; and


	•	the exercise of management’s options to purchase 314,568 shares of our common stock and the application of the proceeds therefrom as described in “Use of Proceeds”,

as if each of these transactions had occurred on January 1, 2004.

The unaudited pro forma consolidated balance sheet data as of March 31, 2005 have been prepared to give effect to the MWC acquisition, the sale of 1,500,000 shares of common stock by us pursuant to this offering, the exercise of management’s options to purchase 314,568 shares of our common stock and the application of the net proceeds therefrom as described in “Use of Proceeds,” as if each of these transactions had occurred on March 31, 2005.

The pro forma adjustments are based on preliminary estimates and currently available information and assumptions that management believes are reasonable. The final allocation of shares of common stock to be offered by us and the selling stockholders in this offering may affect the pro forma adjustments. The notes to the unaudited pro forma balance sheet data and statement of operations data provide a detailed discussion of how such adjustments were derived and presented herein. The following data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Selected Historical Financial Data” and the consolidated financial statements and related notes thereto included elsewhere in this prospectus.

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

March 31, 2005


									MWC
									Acquisition			Offering			Pro Forma
			Historical			MWC			Adjustments			Adjustments			Consolidated

			(In thousands)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	1,527		$	5,128		$	(5,128	)(1)	$	—		$	1,527
	Accounts receivable, net			102,913			10,431			—			—			113,344
	Inventories			52,129			7,851			—			—			59,980
	Prepaid expenses and other current assets			7,027			598			(45	)(2)		—			7,580
	Deferred income taxes			7,038			972			—			—			8,010

		Total current assets		170,634			24,980			(5,173	)		—			190,441

PROPERTY, PLANT AND EQUIPMENT:
	Land and buildings			39,930			10,878			—			—			50,808
	Machinery and equipment			121,790			—			—			—			121,790
	Construction in progress			6,073			—			—			—			6,073
	Less accumulated depreciation			(99,434	)		(5,491	)		—			—			(104,925	)

		Property, plant and equipment – net		68,359			5,387			—			—			73,746

GOODWILL				145,100			3,250			39,295	(1)		—			187,645
DEFERRED INCOME TAXES				6,516			657			—			—			7,173
OTHER ASSETS, net				7,301			297			—			—			7,598

			$	397,910		$	34,571		$	34,122		$	—		$	466,603


LIABILITIES AND STOCKHOLDERS’ INVESTMENT
CURRENT LIABILITIES:
	Current maturities of long-term debt		$	16,251		$	—		$	—		$	—		$	16,251
	Accounts payable			67,679			6,401			—			—			74,080
	Accrued liabilities			38,719			4,337			2,955	(2)		—			46,011

		Total current liabilities		122,649			10,738			2,955			—			136,342

LONG-TERM DEBT, net of current maturities				137,234			—			55,000	(3)		(24,121	)(5)		168,113
OTHER LONG-TERM LIABILITIES				17,657			—			—			—			17,657

		Total liabilities		277,540			10,738			57,955			(24,121	)		322,112

STOCKHOLDERS’ INVESTMENT:
	Common stock			180			—			—			2	(5)		182
	Additional paid-in capital			123,660			33,300			(33,300	)(4)		24,119	(5)		147,779
	Retained earnings (accumulated deficit)			(4,568	)		(9,457	)		9,457	(4)		—			(4,568	)
	Stock subscription receivable			(175	)		—			—			—			(175	)
	Accumulated other comprehensive income			1,273			(10	)		10	(4)		—			1,273

		Total stockholders’ investment		120,370			23,833			(23,833	)		24,121			144,491

			$	397,910		$	34,571		$	34,122		$	—		$	466,603

See Notes to Unaudited Pro Forma Consolidated Financial Statements

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 31, 2004


										Acquisitions			Offering			Pro Forma
		CVG			Mayflower			MWC		Adjustments			Adjustments			Consolidated(9)

		(In thousands, except per share amounts)
REVENUES		$	380,445		$	206,457		$	84,056	$	—		$	—		$	670,958
COST OF SALES			309,696			181,209			71,818		—			—			562,723

	Gross profit		70,749			25,248			12,238		—			—			108,235
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES			28,985			3,659			4,670		—			—			37,314
NONCASH OPTION CHARGE			10,125			—			—		—			—			10,125
AMORTIZATION EXPENSE			107			—			30		—			—			137

	Operating income		31,532			21,589			7,538		—			—			60,659
OTHER (INCOME) EXPENSE			(1,247	)		765			—		—			—			(482	)
INTEREST EXPENSE (INCOME)			7,244			(170	)		135		11,096	(6)		(1,688	)(8)		16,617
LOSS ON EARLY EXTINGUISHMENT OF DEBT			1,605			—			—		—			—			1,605

	Income (loss) before provision for income taxes		23,930			20,994			7,403		(11,096	)		1,688			42,919
PROVISION (BENEFIT) FOR INCOME TAXES			6,481			7,865			2,961		(3,906	)(7)		675	(7)		14,076

NET INCOME (LOSS)		$	17,449		$	13,129		$	4,442	$	(7,190	)	$	1,013		$	28,843

BASIC EARNINGS (LOSS) PER SHARE		$	1.13													$	1.68

DILUTED EARNINGS (LOSS) PER SHARE		$	1.12													$	1.66

See Notes to Unaudited Pro Forma Consolidated Financial Statements

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

Three Months Ended March 31, 2005


										Acquisitions			Offering			Pro Forma
		CVG			Mayflower		MWC			Adjustments			Adjustments			Consolidated(9)

		(In thousands, except per share amounts)
REVENUES		$	152,415		$	23,986	$	23,946		$	—		$	—		$	200,347
COST OF SALES			126,163			21,553		19,126			—			—			166,842

	Gross profit		26,252			2,433		4,820			—			—			33,505
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES			9,549			727		1,168			—			—			11,444
AMORTIZATION EXPENSE			24			—		3			—			—			27

	Operating income		16,679			1,706		3,649			—			—			22,034
OTHER (INCOME) EXPENSE			(2,881	)		—		—			—			—			(2,881	)
INTEREST EXPENSE (INCOME)			2,168			793		(2,230	)		3,193	(6)		(422	)(8)		3,502

	Income (loss) before provision for income taxes		17,392			913		5,879			(3,193	)		422			21,413
PROVISION (BENEFIT) FOR INCOME TAXES			6,506			396		1,929			(855	)(7)		169	(7)		8,145

NET INCOME (LOSS)		$	10,886		$	517	$	3,950		$	(2,338	)	$	253		$	13,268

BASIC EARNINGS (LOSS) PER SHARE:		$	0.61													$	0.67

DILUTED EARNINGS (LOSS) PER SHARE:		$	0.59													$	0.66

See Notes to Unaudited Pro Forma Consolidated Financial Statements

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

Three Months Ended March 31, 2004


										Acquisitions			Offering			Pro Forma
		CVG			Mayflower			MWC		Adjustments			Adjustments			Consolidated(9)

		(In thousands, except per share amounts)
REVENUES		$	85,990		$	42,768		$	21,185	$	—		$	—		$	149,943
COST OF SALES			70,503			37,850			19,907		—			—			128,260

	Gross profit		15,487			4,918			1,278		—			—			21,683
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES			7,497			1,019			994		—			—			9,510
NONCASH OPTION CHARGE			—			—			—		—			—			—
AMORTIZATION EXPENSE			36			—			20		—			—			56

	Operating income		7,954			3,899			264		—			—			12,117
OTHER (INCOME) EXPENSE			(3,270	)		(229	)		—		—			—			(3,499	)
INTEREST EXPENSE (INCOME)			2,268			(37	)		144		2,658	(6)		(422	) (8)		4,611
LOSS ON EARLY EXTINGUISHMENT OF DEBT			—			—			—		—			—			—

	Income (loss) before provision for income taxes		8,956			4,165			120		(2,658	)		422			11,005
PROVISION (BENEFIT) FOR INCOME TAXES			3,407			1,615			48		(1,012	) (7)		169	(7)		4,227

NET INCOME (LOSS)		$	5,549		$	2,550		$	72	$	(1,646	)	$	253		$	6,778

BASIC EARNINGS (LOSS) PER SHARE:		$	0.40													$	0.44

DILUTED EARNINGS (LOSS) PER SHARE:		$	0.40													$	0.43

See Notes to Unaudited Pro Forma Consolidated Financial Statements

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA

CONSOLIDATED FINANCIAL DATA


(1)	The MWC acquisition will be accounted for by the purchase method of accounting. Under purchase accounting, the total purchase price will be allocated to the tangible and intangible assets and liabilities of MWC based upon their respective fair values. This allocation will be based upon valuations and other studies that have not yet been completed. A preliminary allocation of the purchase price has been made to major categories of assets and liabilities based on available information. The actual allocation of purchase price and the resulting effect on income from operations may differ significantly from the pro forma amounts included herein.

	The purchase price and costs associated with the MWC acquisition exceeded the preliminary fair value of the net assets acquired by approximately $39.3 million. Pending completion of an independent valuation analysis, we have preliminarily allocated the excess purchase price over the fair value of the net assets acquired to goodwill. The acquired goodwill is not deductible for income tax purposes. Our preliminary estimate of goodwill as of the acquisition date, which is subject to further refinement, is as follows (in thousands):


Purchase price (cash consideration)	$	55,000
Transaction costs		3,000
Net assets of MWC at historical cost		(18,705	)

Excess of purchase price over net assets acquired	$	39,295


(2)	Reflects accrued transaction costs which were not paid at closing.

(3)	Reflects the net borrowings under our revolving credit facility to fund the MWC acquisition.

(4)	Represents the elimination of the MWC equity accounts as of March 31, 2005.

(5)	Reflects the receipt of net proceeds from the offering and proceeds from the exercise of management’s stock options and the use of these proceeds to repay a portion of our revolving credit facility (in thousands):


Proceeds from sale of common stock in offering		$	27,000
Proceeds from exercise of management stock options			1,743
Less: underwriting fee and expenses			(1,350	)
Less: other expenses of issuance and distribution			(3,272	)

	Net proceeds available for repayment	$	24,121

(6)

Reflects adjustments to interest expense on incremental net borrowings of approximately $106.4 million incurred in connection with the Mayflower acquisition and interest expense on incremental net borrowings of approximately $58.0 million incurred in connection with the MWC acquisition at a weighted average interest rate of 6.5% for borrowings under the term loan facility and 7.0% for borrowings under the revolving credit facility as follows:


			Adjustments to Interest Expense

						Three Months			Three Months
			Year Ended			Ended			Ended
			December 31,			March 31,			March 31,
			2004			2005			2004

			(In thousands)
Interest on incremental $106.4 million of net borrowings related to the Mayflower acquisition			$	7,211		$	793		$	1,802
Interest on incremental $58.0 million of net borrowings related to the MWC acquisition				3,850			963			963

		Adjustments		11,061			1,756			2,765

Adjustment for interest income (expense) previously recorded by:
	Mayflower			170			(793	)		37
	MWC			(135	)		2,230			(144	)

				35			1,437			(107	)

		Net increase	$	11,096		$	3,193		$	2,658


(7)	Reflects an adjustment to income taxes based on our effective tax rate.

(8)	Reflects the reduction of interest expense on the reduction in net borrowings under our revolving credit facility at a weighted average interest rate of 7.0%.

(9)	In the event that we complete our concurrent senior notes offering, after giving further effect to such offering, (a) our pro forma interest expense for the year ended December 31, 2004 and for the three months ended March 31, 2005 and March 31, 2004 would have been $20.5 million, $4.5 million and $5.6 million, respectively, (b) our pro forma net income for the year ended December 31, 2004 and for the three months ended March 31, 2005 and March 31, 2004 would have been $26.5 million, $12.7 million and $6.2 million, respectively, (c) our pro forma income tax expense for the year ended December 31, 2004 and for the three months ended March 31, 2005 and March 31, 2004 would have been $12.5 million, $7.8 million and $3.8 million, respectively, and (d) our pro forma total indebtedness as of March 31, 2005 would have been $189.6 million. However, the completion of this common stock offering is not connected with or contingent upon the completion of the senior notes offering and there is no guarantee that the senior notes offering will, in fact, be completed.

SELECTED HISTORICAL FINANCIAL DATA

The following table sets forth selected consolidated financial data regarding our business and certain industry information and should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus.

The selected consolidated financial data as of December 31, 2003 and 2004 and for the years ended December 31, 2002, 2003 and 2004, are derived from our consolidated financial statements that are included elsewhere in this prospectus, which financial statements have been audited by Deloitte & Touche LLP as indicated by their report thereon. The consolidated balance sheet data as of December 31, 2002 and the consolidated statements of operations and cash flows for the year ended December 31, 2001 are derived from our audited consolidated financial statements, which are not included in this prospectus. The consolidated balance sheet data as of December 31, 2000 and 2001 and as of March 31, 2005 and the consolidated statements of operations and cash flows for the year ended December 31, 2000 and the three months ended March 31, 2004 and 2005 are derived from our unaudited consolidated financial statements. Our unaudited financial statements as of March 31, 2005 and for the three months ended March 31, 2004 and 2005 are included elsewhere in this prospectus and include certain adjustments, all of which are normal recurring adjustments, which our management considers necessary for a fair presentation of our results for these unaudited periods. The results of operations for the three months ended March 31, 2005 are not necessarily indicative of the results of operations for a full fiscal year. The North American Class 8 heavy-duty truck production rates included in the “Other Data” section set forth below are unaudited.

The unaudited financial data set forth below as of and for the year ended December 31, 2000 is derived from the results of operations of Trim Systems, LLC for the entire period and the results of operations of Commercial Vehicle Systems and National/KAB Seating beginning from their respective dates of acquisition by our principal stockholders, which occurred on March 31, 2000 and October 6, 2000, respectively. Because these businesses were under common control since their respective dates of acquisition, their historical results of operations have been combined for the periods in which they were under common control based on their respective historical basis of accounting.


																	Three Months Ended
		Year Ended December 31,															March 31,

		2000			2001			2002			2003			2004			2004			2005

		(In thousands, except per share data)
Statement of Operations Data:
Revenues		$	244,963		$	271,226		$	298,678		$	287,579		$	380,445		$	85,990		$	152,415
Cost of sales			208,083			229,593			249,181			237,884			309,696			70,503			126,163

	Gross profit		36,880			41,633			49,497			49,695			70,749			15,487			26,252
Selling, general and administrative expenses			21,569			21,767			23,952			24,281			28,985			7,497			9,549
Noncash option issuance charge			—			—			—			—			10,125			—			—
Amortization expense			2,725			3,822			122			185			107			36			24
Restructuring charges			5,561			449			—			—			—			—			—

	Operating income		7,025			15,595			25,423			25,229			31,532			7,954			16,679
Other expense (income)			(1,955	)		(2,347	)		1,098			3,230			(1,247	)		(3,270	)		(2,881	)
Interest expense			12,396			14,885			12,940			9,796			7,244			2,268			2,168
Loss on early extinguishment of debt			—			—			—			2,972			1,605			—			—

	Income (loss) before income taxes and cumulative effect of accounting change		(3,416	)		3,057			11,385			9,231			23,930			8,956			17,392
Provision (benefit) for income taxes			(2,550	)		5,072			5,235			5,267			6,481			3,407			6,506

	Income (loss) before cumulative effect of accounting change		(866	)		(2,015	)		6,150			3,964			17,449			5,549			10,886
Cumulative effect of accounting change			—			—			(51,630	)		—			—			—			—

	Net income (loss)	$	(866	)	$	(2,015	)	$	(45,480	)	$	3,964		$	17,449		$	5,549		$	10,886

Earnings (loss) per share(1):
	Basic	$	(0.09	)	$	(0.15	)	$	(3.29	)	$	0.29		$	1.13		$	0.40		$	0.61
	Diluted		(0.09	)		(0.15	)		(3.26	)		0.29			1.12			0.40			0.59
Weighted average common shares outstanding(1):
	Basic		9,337			13,893			13,827			13,779			15,429			13,779			17,987
	Diluted		9,337			13,893			13,931			13,883			15,623			13,885			18,297
Balance Sheet Data (at end of period):
Working capital		$	16,768		$	10,908		$	8,809		$	28,216		$	41,727		$	26,449		$	47,985
Total assets			312,006			263,754			204,217			210,495			225,638			218,511			397,910
Total debt			161,061			140,191			127,202			127,474			53,925			109,555			153,485
Total stockholders’ investment			76,287			72,913			27,025			34,806			111,046			40,627			120,370
Other Data:
EBITDA(2)		$	16,107		$	28,428		$	34,105		$	33,335		$	39,099		$	10,014		$	19,441
Net cash provided by (used in):
	Operating activities		24,068			12,408			18,172			10,442			34,177			6,035			10,058
	Investing activities		(3,051	)		7,749			(4,937	)		(5,967	)		(8,907	)		(840	)		(109,241	)
	Financing activities		(13,160	)		(24,792	)		(14,825	)		(2,761	)		(28,427	)		(7,667	)		99,965
Depreciation and amortization			9,078			12,833			8,682			8,106			7,567			2,060			2,762
Capital expenditures, net			3,174			4,898			4,937			5,967			8,907			840			2,883
North American Class 8 heavy-duty truck production (units)(3)			252			146			181			182			269			55			81


(1)	Earnings (loss) per share and weighted average common shares outstanding for the years ended December 31, 2000, 2001, 2002, 2003 and 2004 have been calculated giving effect to the reclassification, in connection with our initial public offering, of our previously outstanding six classes of common stock into one class of common stock and, in connection therewith, a 38.991-to-one stock split. Earnings (loss) per share for all periods were computed in accordance with Statement of Financial Accounting Standards No. 128, “Earnings Per Share” (SFAS No. 128).

(2)	“EBITDA” represents earnings before interest expense, income taxes and depreciation and amortization, noncash gain (loss) on forward exchange contracts, loss on early extinguishment of debt and an impairment charge associated with the adoption of SFAS No. 142. EBITDA does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by generally accepted accounting principles. We present EBITDA because we believe that it is widely accepted that EBITDA provides useful information regarding our operating results. We rely on EBITDA primarily as an operating performance measure in order to review and assess our company and our management team. For example, our management incentive plan is based upon the company achieving minimum EBITDA targets for a given year. We also review EBITDA to compare our current operating results with corresponding periods and with other companies in our industry. We believe that it is useful to investors to provide disclosures of our operating results on the same basis as that used by our management. We also believe that it can assist investors in comparing our performance to that of other companies on a consistent basis without regard to depreciation, amortization, interest or taxes, which do not directly affect our operating performance. EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:


	•	EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

	•	EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

	•	EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;

	•	Although depreciation and amortization are noncash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and

	•	Other companies in our industry may calculate EBITDA differently than we do, limiting their usefulness as a comparative measure.

Because of these limitations, EBITDA should not be considered a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally. See the consolidated statements of cash flows included in our financial statements included elsewhere herein. The following is a reconciliation of EBITDA to net income (loss):


																	Three Months
																	Ended
		Year Ended December 31,															March 31,

		2000			2001			2002			2003			2004			2004			2005

		(In thousands)
EBITDA		$	16,107		$	28,428		$	34,105		$	33,335		$	39,099		$	10,014		$	19,441
Add (subtract):
	Depreciation and amortization		(9,078	)		(12,833	)		(8,682	)		(8,106	)		(7,567	)		(2,060	)		(2,762	)
	Noncash gain (loss) on forward exchange contracts		1,951			2,347			(1,098	)		(3,230	)		1,247			3,270			2,881
	Interest expense		(12,396	)		(14,885	)		(12,940	)		(9,796	)		(7,244	)		(2,268	)		(2,168	)
	Loss on early extinguishment of debt		—			—			—			(2,972	)		(1,605	)		—			—
	(Provision) benefit for income taxes		2,550			(5,072	)		(5,235	)		(5,267	)		(6,481	)		(3,407	)		(6,506	)
	Cumulative effect of change in accounting		—			—			(51,630	)		—			—			—			—

Net income (loss)		$	(866	)	$	(2,015	)	$	(45,480	)	$	3,964		$	17,449		$	5,549		$	10,886


(3)	Source: Americas Commercial Transportation Research Co. LLC and ACT Publications.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis in conjunction with the information set forth under “Selected Historical Financial Data” and our consolidated financial statements and the notes to those statements included elsewhere in this prospectus. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion are forward-looking statements. See “Cautionary Notice Regarding Forward-Looking Statements.” These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described under “Risk Factors.” Our actual results may differ materially from those contained in or implied by any forward-looking statements.

Company Overview

We are 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. As a result of our strong leadership in cab-related products and systems, we are positioned to benefit from the increased focus of our customers on cab design and comfort and convenience features to better serve their end user, the driver. Our products include suspension seat systems, interior trim systems (including instrument panels, door panels, headliners, cabinetry and floor systems), cab structures and components, mirrors, wiper systems, electronic wire harness assemblies and controls and switches specifically designed for applications in commercial vehicles.

Demand for our products is generally dependent on the number of new commercial vehicles manufactured, which in turn is a function of general economic conditions, interest rates, changes in governmental regulations, consumer spending, fuel costs and our customers’ inventory levels and production rates. New commercial vehicle demand has historically been cyclical and is particularly sensitive to the industrial sector of the economy, which generates a significant portion of the freight tonnage hauled by commercial vehicles. Production of commercial vehicles in North America peaked in 1999 and experienced a downturn from 2000 to 2003 that was due to a weak economy, an over supply of new and used vehicle inventory and lower spending on commercial vehicles and equipment. Demand for commercial vehicles improved in 2004 due to a variety of factors, including broad economic recovery in North America, the need to replace aging truck fleets as a result of under-investment, increasing freight volumes and increasing hauler profits.

In 2004, on an actual and pro forma basis, over 54% and over 59%, respectively, of our revenue was generated from sales to North American heavy-duty truck OEMs. Our remaining revenue in 2004 was derived from sales to OEMs in the global construction market and other specialized transportation markets and, on a pro forma basis, sale of body structures for Ford GT automobiles. Demand for our products is also driven to a significant degree by preferences of the end-user of the commercial vehicle, particularly with respect to heavy-duty trucks. Unlike the automotive industry, commercial vehicle OEMs generally afford the ultimate end-user the ability to specify many of the component parts that will be used to manufacture the commercial vehicle, including a wide variety of cab interior styles and colors, the brand and type of seats, type of seat fabric and color and specific mirror styling. In addition, certain of our products are only utilized in heavy-duty trucks, such as our storage systems, sleeper boxes, sleeper bunks and privacy curtains, and, as a result, changes in demand for heavy-duty trucks or the mix of options on a

vehicle generally has a greater impact on our business than do changes in the overall demand for commercial vehicles. For example, a heavy-duty truck with a sleeper cab can contain three times as many interior features as a heavy-duty truck with a day cab which increases our content per vehicle. To the extent that demand increases for higher content vehicles, our revenues and gross profit will be positively impacted.

Along with North America, we have operations in Europe, Australia, Mexico and China. On an actual and pro forma basis, approximately 28% and 24%, respectively, of our revenues in 2004 have been derived from these operations. Our operating results are therefore impacted by exchange rate fluctuations to the extent we are unable to match revenues received in such currencies with costs incurred in such currencies. Strengthening of these foreign currencies as compared to the U.S. dollar, on an actual and pro forma basis, resulted in an approximately $11 million increase in our revenues in 2004 as compared to 2003. Because our costs were generally impacted to the same degree as our revenue, this exchange rate fluctuation did not have a material impact on our net income in 2004 as compared to 2003.

In response to the last downturn in the commercial vehicle market from 2000 to 2003, we implemented a number of operating initiatives to improve our overall cost structure and operating efficiencies. These included:


	•	eliminating excess production capacity through the closure and consolidation of four manufacturing facilities, two design centers and two assembly facilities;

	•	implementing Lean Manufacturing and Total Quality Production System (“TQPS”) initiatives throughout many of our U.S. manufacturing facilities to improve operating efficiency and product quality;

	•	reducing headcount for both salaried and hourly employees; and

	•	improving our design capabilities and new product development efforts to focus on higher margin product enhancements.

As a result of these initiatives, we improved our operating margins each year since 2000 despite a reduction in North American heavy-duty (Class 8) truck production of 28% from 252,000 units in 2000 to 182,000 units in 2003. We continuously seek ways to lower costs, improve manufacturing efficiencies and increase product throughput and intend to apply this philosophy to those operations recently acquired through the Mayflower and MWC acquisitions. We believe our ongoing cost saving initiatives and the establishment of our sourcing relationships in China will enable us to continue to lower manufacturing costs. In conjunction with the start-up of our Shanghai, China facility, we have established a relationship with Baird Asia Limited to assist us in sourcing products for use in our China facility as well as sourcing products for our operations in the United States at prices lower than we can purchase components today.

Although OEM demand for our products is directly correlated with new vehicle production, we also have the opportunity to grow through increasing our product content per vehicle through cross-selling and bundling of products. We generally compete for new business at the beginning of the development of a new vehicle platform and upon the redesign of existing programs. New platform development generally begins at least one to three years before the marketing of such models by our customers. Contract durations for commercial vehicle products generally extend for the entire life of the platform, which is typically five to seven years.

In sourcing products for a specific platform, the customer generally develops a proposed production timetable, including current volume and option mix estimates based on their own assumptions, and then sources business with the supplier pursuant to written contracts, purchase orders or other firm commitments in terms of price, quality, technology and delivery. In general, these contracts, purchase orders and commitments provide that the customer can terminate if a supplier does not meet specified quality and delivery requirements and, in many cases, they provide that the price will decrease over the proposed production timetable. Awarded business generally covers the supply of all or a portion of a customer’s production and service requirements for a particular product program rather than the supply of

a specific quantity of products. Accordingly, in estimating awarded business over the life of a contract or other commitment, a supplier must make various assumptions as to the estimated number of vehicles expected to be produced, the timing of that production, mix of options on the vehicles produced and pricing of the products being supplied. The actual production volumes and option mix of vehicles produced by customers depend on a number of factors that are beyond a supplier’s control.

Recent Acquisitions

On February 7, 2005, we acquired substantially all of the assets and liabilities related to Mayflower Vehicle Systems’ North American Commercial Vehicle Operations for $107.5 million, and Mayflower became a wholly owned subsidiary of CVG. The Mayflower acquisition was funded through an increase and amendment to our senior credit facility. Mayflower is the only non-captive producer of complete steel and aluminum truck cabs for the commercial vehicle sector in North America. Mayflower serves the North American commercial vehicle sector from three manufacturing locations, Norwalk, Ohio, Shadyside, Ohio and Kings Mountain, North Carolina, supplying three major product lines: cab frames and assemblies, sleeper boxes and other structural components. Through the Mayflower acquisition we believe we are the only supplier worldwide to offer complete cab systems in sequence, integrating interior trim and seats with the cab structure. The acquisition gives us the leading position in North American cab structures and the number two position in complete cab assemblies, as well as full service cab and sleeper engineering and development capabilities with a technical facility located near Detroit, Michigan. Moreover, the Mayflower acquisition broadens our revenue base at International, Volvo/ Mack, Freightliner, PACCAR and Caterpillar and enhances our cross-selling opportunities. We anticipate that in addition to new opportunities, the Mayflower acquisition will provide significant cost saving opportunities. As we have complementary customers with Mayflower, this will also balance revenue distribution and strengthen customer relationships. For the year ended December 31, 2004, Mayflower recorded revenues of $206.5 million and operating income of $21.6 million. We estimate that the future tax benefits related to the deductibility of goodwill and intangible asset amortization to have an estimated present value of $12 million.

On June 3, 2005, we acquired all of the stock of Monona Corporation, the parent of MWC, for $55.0 million, and MWC became a wholly owned subsidiary of CVG. The MWC acquisition was funded through an increase and amendment to our senior credit facility. MWC is a leading manufacturer of complex, electronic wire harnesses and related assemblies used in the global heavy equipment, commercial vehicle, heavy-truck and specialty and military vehicle markets. It also produces panel assemblies for commercial equipment markets and cab frame assemblies for Caterpillar. MWC’s wire harness assemblies are critical, complex products that are the primary electrical current carrying devices within vehicle systems. MWC offers approximately 4,500 different wire harness assemblies for its customers, which include leading OEMs such as Caterpillar, Deere & Co. and Oshkosh Truck. MWC operates from primary manufacturing operations in the U.S. and Mexico and we believe it is cost competitive on a global basis. The MWC acquisition will enhance our ability to offer comprehensive cab systems to our customers, expands our electronic assembly capabilities, adds Mexico manufacturing capabilities and offers significant cross-selling opportunities over a more diversified base of customers. For the fiscal year ended January 31, 2005, MWC recorded revenues of $85.5 million and operating income of $9.6 million.

Basis of Presentation

Onex, Hidden Creek and certain other investors acquired Trim Systems in 1997 and each of Commercial Vehicle Systems, or CVS, and National/ KAB Seating in 2000. Each of these companies was initially owned through separate holding companies. The operations of CVS and National/ KAB Seating were formally combined under a single holding company, now known as Commercial Vehicle Group, Inc., on March 28, 2003. In connection with our initial public offering, Trim Systems became a wholly owned subsidiary of CVG on August 2, 2004. Because these businesses were under common control since their respective dates of acquisition, their respective historical results of operations have been combined for the periods in which they were under common control based on their respective historical basis of accounting.

Results of Operations

The table below sets forth certain operating data expressed as a percentage of revenues for the periods indicated:


										Three Months
										Ended
	Year Ended December 31,									March 31,

	2002			2003			2004			2004			2005

Revenues		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		83.4			82.7			81.4			82.0			82.8

Gross profit		16.6			17.3			18.6			18.0			17.2
Selling, general and administrative expenses		8.0			8.4			7.6			8.7			6.3
Noncash option charge		0.0			0.0			2.7			0.0			0.0
Amortization expense		0.1			0.1			0.0			0.0			0.0

Operating income		8.5			8.8			8.3			9.3			10.9
Other (income) expense		0.4			1.1			(0.3	)		(3.8	)		(1.9	)
Interest expense		4.3			3.4			1.9			2.6			1.4
Loss on early extinguishment of debt		0.0			1.0			0.4			0.0			0.0