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Item 1. Financial Statements

2021-08-03 compared with 2021-05-04 · 275 added, 169 removed, 451 unchanged (50% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

(In thousands, except per share amounts)

7 unchanged sentences

Interest expense 2,818 5,309 7,859 9,933

Loss on extinguishment of debt 7,155 — 7,155 —

Income (loss) before provision for income taxes 6,641 ( 15,619 ) 17,659 ( 47,507 )

11 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

(In thousands)

4 unchanged sentences

Derivative instrument, net of tax ( 77 ) 1,104 ( 503 ) ( 1,674 )

Other comprehensive loss ( 2,212 ) ( 8,030 )

Other comprehensive income (loss) 1,798 2,578 ( 414 ) ( 5,452 )

Comprehensive income (loss) $ 6,893 $ ( 9,919 ) $ 13,171 $ ( 42,543 )

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

(In thousands, except per share amounts)

38 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands)

6 unchanged sentences

Payment in kind interest expense 2,254 1,813

Shared-based compensation expense 965 862

Share-based compensation expense 3,165 1,730

Deferred income taxes 1,819 ( 11,568 )

Non-cash loss (income) on derivative contracts ( 424 ) 1,614

Loss on extinguishment of debt 7,155 —

Change in other operating items:

10 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES:

Borrowing of revolving credit facility 6,800 15,000

Repayment of term loan ( 1,094 ) ( 1,094 )

Borrowings under term loan facility 150,000 —

Repayment of 2023 term loan facility principal ( 152,654 ) ( 2,188 )

Borrowings under revolving credit facility 35,500 —

Borrowings under ABL revolving credit facility 11,300 15,000

Repayment of ABL revolving credit facility ( 11,300 ) —

Debt extinguishment payments and early payment fees on debt ( 3,031 ) —

Debt issuance and amendment costs ( 2,333 ) ( 2,579 )

Contingent Consideration payment ( 5,000 ) —

Other financing activities ( 241 ) ( 239 )

15 unchanged sentences

Share-based compensation expense 46,014 — — 862 — — 862

Total comprehensive income — — — — ( 24,594 ) ( 8,030 ) ( 32,624 )

Total comprehensive income (loss) — — — — ( 24,594 ) ( 8,030 ) ( 32,624 )

Balance - March 31, 2020 30,847,269 $ 323 $ ( 11,230 ) $ 246,714 $ ( 84,901 ) $ ( 53,980 ) $ 96,926

Balance - December 31, 2020 31,249,811 $ 313 $ ( 11,893 ) $ 249,312 $ ( 97,356 ) $ ( 45,006 ) $ 95,370

Share-based compensation expense 138,400 ( 14 ) — 868 — — 854

Total comprehensive income (loss) — — — — ( 12,497 ) 2,578 ( 9,919 )

Balance - June 30, 2020 30,985,669 $ 309 $ ( 11,230 ) $ 247,582 $ ( 97,398 ) $ ( 51,402 ) $ 87,861

Balance - December 31, 2020 31,249,811 $ 313 $ ( 11,893 ) $ 249,312 $ ( 97,356 ) $ ( 45,006 ) $ 95,370

Share-based compensation income 132,034 2 — 965 — — 967

Total comprehensive income (loss) — — — — 8,490 ( 2,212 ) 6,278

Balance - March 31, 2021 31,381,845 $ 315 $ ( 11,893 ) $ 250,277 $ ( 88,866 ) $ ( 47,218 ) $ 102,615

Share-based compensation expense 187,904 1 ( 73 ) 2,201 — — 2,129

Total comprehensive income (loss) — — — — 5,095 1,798 6,893

Balance - June 30, 2021 31,569,749 $ 316 $ ( 11,966 ) $ 252,478 $ ( 83,771 ) $ ( 45,420 ) $ 111,637

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

31 unchanged sentences

We are evaluating the effect these ASUs will have on the Company.

Accounting Pronouncements Implemented in the three months ended March 31, 2021

Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU No.

9 unchanged sentences

Revenue Recognition

We had outstanding customer accounts receivable, net of allowances, of $ 186.0 million as of March 31, 2021 and $ 151.1 million as of December 31, 2020.

We had outstanding customer accounts receivable, net of allowances, of $ 202.1 million as of June 30, 2021 and $ 151.1 million as of December 31, 2020.

We generally do not have other assets or liabilities associated with customer arrangements.

Revenue Disaggregation - The following is the composition, by product category, of our revenues:

Three Months Ended March 31, 2021

Three Months Ended June 30, 2021

Electrical Systems Global Seating Elimination/

5 unchanged sentences

Total $ 175,104 $ 84,898 $ ( 2,061 ) $ 257,941

Three Months Ended March 31, 2020

Three Months Ended June 30, 2020

Electrical Systems Global Seating Elimination/

5 unchanged sentences

Total $ 74,210 $ 53,862 $ ( 1,176 ) $ 126,896

Six Months Ended June 30, 2021

Electrical Systems Global Seating Elimination/

Seats $ 3,199 $ 170,536 $ ( 8,505 ) $ 165,230

Electrical wire harnesses, panels and assemblies 191,096 4,948 ( 652 ) 195,392

Trim 78,212 72 ( 921 ) 77,363

Cab structures and sleeper boxes 42,326 — — 42,326

Mirrors, wipers and controls 22,513 436 ( 197 ) 22,752

Total $ 337,346 $ 175,992 $ ( 10,275 ) $ 503,063

Six Months Ended June 30, 2020

Electrical Systems Global Seating Elimination/

Seats $ 744 $ 124,286 $ ( 514 ) $ 124,516

Electrical wire harnesses, panels and assemblies 102,099 747 ( 97 ) 102,749

Trim 43,426 3,363 ( 1,047 ) 45,742

Cab structures and sleeper boxes 20,431 — — 20,431

Mirrors, wipers and controls 19,608 1,446 ( 491 ) 20,563

Total $ 186,308 $ 129,842 $ ( 2,149 ) $ 314,001

Debt consisted of the following:

March 31, 2021 December 31, 2020

Term loan and security agreement due 2023 $ 151,561 $ 150,950

June 30, 2021 December 31, 2020

Term loan facility due 2026 $ 150,000 $ —

Revolving credit facility due 2026 35,500 —

Unamortized discount and issuance costs ( 3,896 ) ( 4,374 )

Term loan and security agreement due 2023 — 150,950

Unamortized issuance costs and discount ( 775 ) ( 4,374 )

$ 184,725 $ 146,576

current portion, net of unamortized discount and issuance costs of $ 1.9 million and $ 1.9 million, respectively

current portion, net of unamortized issuance costs and discount of $ 0.0 million at June 30, 2021 and $ 1.9 million at December 31, 2020, respectively

( 7,500 ) ( 2,429 )

Total long-term debt, net of current portion $ 177,225 $ 144,147

On April 30, 2021, the Company refinanced its outstanding debt.

See Note 18, Subsequent Event in this Form 10-Q.

Term Loan and Security Agreement

On April 12, 2017, the Company entered into a $ 175.0 million senior secured term loan credit facility (the "Term Loan Facility"), maturing on April 12, 2023, pursuant to a term loan and security agreement (the “TLS Agreement”), the terms of which are described in Note 3, Debt in our 2020 Form 10-K.

The TLS Agreement contains customary restrictive, financial maintenance and reporting covenants that are described in Note 3, Debt in our 2020 Form 10-K.

We were in compliance with the covenants as of March 31, 2021.

Revolving Credit Facility

On September 18, 2019, the Company entered into an amendment of the Third Amended and Restated Loan and Security Agreement (the “Third ARLS Agreement”), dated as of April 12, 2017, the terms of which are described in Note 3, Debt in our 2020 10-K and which governs the Company’s asset based revolving credit facility (the “Revolving Credit Facility”).

The Amendment amends the terms of the Revolving Credit Facility to entitle the Company and the other named borrowers thereunder (subject to the terms and conditions described therein) to request loans and other financial accommodations in an amount equal to the lesser of $ 90.0 million and a borrowing base composed of accounts receivable and inventory (such facility, the “Tranche A Facility”).

Of the $ 90.0 million, $ 7.0 million shall be available as a first-in, last-out facility (the “Tranche B Facility”) at a 100 basis points premium, as reflected in the table below.

On May 11, 2020, the Company and certain of its subsidiaries, as guarantors or co-borrowers, as applicable, entered into an Amendment No.

2 (the “Revolving Amendment”), which amends the terms of the Third ARLS Agreement to align certain of the restrictive covenants with the restrictive covenants set forth in the TLS Agreement, as amended.

At March 31, 2021 we had $ 6.8 million of borrowings under the revolving credit facility, outstanding letters of credit were $ 1.4 million and we had availability of $ 81.9 million.

The unamortized deferred financing fees associated with the revolving credit facility were $ 0.5 million and $ 0.4 million as of March 31, 2021 and December 31, 2020, respectively, are being amortized over the remaining life of the agreement.

At December 31, 2020, we did no t have borrowings under the revolving credit facility;

and we had outstanding letters of credit of $ 1.6 million.

The Third ARLS Agreement contains customary restrictive, financial maintenance and reporting covenants that are described in Note 3, Debt in our 2020 Form 10-K and as described below.

The Company was in compliance with all applicable covenants as of March 31, 2021.

Revolving Credit Amendment

On March 1, 2021, the Commercial Vehicle Group, Inc.

and certain of its subsidiaries entered into Amendment No.

3 (the “Revolving Amendment”), which amends the terms of the Third ARLS Agreement, among other things, to extend the maturity date of the Revolving Credit Facility to March 1, 2026 and to remove the condition that the first $ 7.0 million of the $ 90.0 million Revolver Commitments are available as a first-in, last-out facility.

The Third ARLS Agreement, as amended, also allows the Company to increase the size of the Revolving Credit Facility by up to $ 50.0 million with the consent of Lenders providing the increase in the Revolving Credit Facility.

The Third ARLS Agreement, provides that loans outstanding under the Revolving Credit Facility accrue interest at a per annum rate based on (at the Company’s election) the base rate or the LIBOR rate plus a margin determined by reference to availability under the Revolving Credit Facility as follows, subject to a LIBOR floor of 0.25 %:

Level Average Daily Availability Base

III ≥ $ 30,000,000

Credit Agreement

On April 30, 2021, the Company and certain of its subsidiaries entered into a credit agreement (the “Credit Agreement”) between, among others, Bank of America, N.A.

as administrative agent (the “Administrative Agent”) and other lenders party thereto (the “Lenders”) pursuant to which the Lenders made available a $ 150 million Term Loan Facility (the “Term Loan Facility”) and a $ 125 million Revolving Credit Facility (the “Revolving Credit Facility” and together with the Term Loan Facility, the “Credit Facilities”).

Subject to the terms of the Credit Agreement, the Revolving Credit Facility includes a $ 10 million swing line sublimit and a $ 10 million letter of credit sublimit.

The Credit Agreement provides for an incremental term facility agreement and/or an increase of the Revolving Credit Facility (together, the “Incremental Facilities”), in a maximum aggregate amount of (a) up to the date of receipt of financial statements for the fiscal quarter ending June 30, 2022, $ 75 million, and (b) thereafter, (i) $ 75 million less the aggregate principal amount of Incremental Facilities incurred before such date, plus (ii) an unlimited amount if the pro forma consolidated total leverage ratio (assuming the Incremental Facilities are fully drawn) is less than 2.50 :1.0.

The Credit Facilities mature on April 30, 2026 (the “Maturity Date”).

The proceeds of the Credit Facilities were used, together with cash on hand of the Company, to (a) fund the redemption, satisfaction and discharge of all of the Company’s outstanding secured credit facility due 2023 (the “2023 Term Loan Facility”) issued pursuant to a term facility agreement (the “Term Facility Agreement”) between, among others, Bank of America, N.A.

as administrative agent and other lender parties thereto, (b) fund the redemption, satisfaction and discharge of all of the Company’s asset-based revolving credit facility (the “ABL Revolving Credit Facility”) issued pursuant to a facility agreement (the “ABL Facility Agreement”) between, among others, Bank of America, N.A.

as agent and certain financial institutions as lenders, (c) pay transaction costs, fees and expenses incurred in connection therewith and in connection with the Credit Agreement, and (d) for working capital and other lawful corporate purposes of the Company and its subsidiaries.

At June 30, 2021 we had $ 35.5 million of borrowings under the Revolving Credit Facility, outstanding letters of credit were $ 1.4 million and we had availability of $ 88.1 million.

The unamortized deferred financing fees associated with the Revolving Credit Facility were $ 1.4 million as of June 30, 2021, which are being amortized over the remaining life of the Credit Agreement.

The unamortized deferred financing fees associated with the ABL Revolving Credit Facility were $ 0.4 million as of December 31, 2020.

At December 31, 2020, we had outstanding letters of credit of $ 1.6 million.

Interest rates and fees

Amounts outstanding under the Credit Facilities and the commitment fee payable in connection with the Credit Facilities accrue interest at a per annum rate equal to (at the Company’s option) the base rate or the Eurodollar rate plus a rate which will vary according to the Consolidated Total Leverage Ratio as set forth in the most recent compliance certificate received by the Administrative Agent, as set out in the following table:

Pricing Tier Consolidated Total

Leverage Ratio Commitment Fee Letter of Credit Fee Eurodollar Rate Loans Base Rate Loans

I > 3.00 to 1.00

0.30 % 3.00 % 3.00 % 2.00 %

II > $ 15,000,000 but < $ 30,000,000

II < 3.00 to 1.00 but

> 2.00 to 1.00

0.25 % 2.75 % 2.75 % 1.75 %

I ≤ $ 15,000,000

III < 2.00 to 1.00 but

> 1.50 to 1.00

0.20 % 2.50 % 2.50 % 1.50 %

The Third ARLS Agreement, provides for an unused line fee of 0.20 % on undrawn amounts under the Revolving Credit Facility if Revolver Usage is equal to or greater than 50% of the Revolver Commitment and a fee of 0.25 % if Revolver Usage is less than 50% of the Revolver Commitment.

The Third ARLS Agreement, requires maintenance of a minimum fixed charge coverage ratio if availability under the Revolving Credit Facility is less than the greater of (i) $ 5.0 million, and (ii) 10 % of the lesser of the Revolver Commitment and the Borrowing Base.

The minimum fixed charge coverage ratio must be maintained until availability under the Revolving Credit Facility has been greater than or equal to the greater of (i) $ 5.0 million, and (ii) 10 % of the lesser of the Revolver Commitment and the Borrowing Base for 60 consecutive days.

IV < 1.50 to 1.00

0.20 % 2.25 % 2.25 % 1.25 %

Guarantee and Security

All obligations under the Credit Agreement and related documents are unconditionally guaranteed by each of the Company’s existing and future direct and indirect wholly owned material domestic subsidiaries, subject to certain exceptions (the “Guarantors”).

All obligations of the Company under the Credit Agreement and the guarantees of those obligations are secured by a first priority pledge of substantially all of the assets of the Company and of the Guarantors, subject to certain exceptions.

The property pledged by the Company and the Guarantors includes a first priority pledge of all of the equity interests owned by the Company and the Guarantors in their respective domestic subsidiaries and a first priority pledge of the equity interests owned by the Company and the Guarantors in certain foreign subsidiaries, in each case, subject to certain exceptions.

Covenants and other terms

The Credit Agreement contains customary restrictive covenants, including, without limitation, limitations on the ability of the Company and its subsidiaries to incur additional debt and guarantees;

grant certain liens on assets;

pay dividends or make certain other distributions;

make certain investments or acquisitions;

dispose of certain assets;

make payments on certain indebtedness;

merge, combine with any other person or liquidate;

amend organizational documents;

make material changes in accounting treatment or reporting practices;

enter into certain restrictive agreements;

enter into certain hedging agreements;

engage in transactions with affiliates;

enter into certain employee benefit plans;

and other matters customarily included in senior secured loan agreements.

The Credit Agreement also contains customary reporting and other affirmative covenants, as well as customary events of default, including, without limitation, nonpayment of obligations under the Credit Facilities when due;

material inaccuracy of representations and warranties;

violation of covenants in the Credit Agreement and certain other documents executed in connection therewith;

breach or default of agreements related to material debt;

revocation or attempted revocation of guarantees;

denial of the validity or enforceability of the loan documents or failure of the loan documents to be in full force and effect;

certain material judgments;

certain events of bankruptcy or insolvency;

certain Employee Retirement Income Securities Act events;

and a change in control of the Company.

Certain of the defaults are subject to exceptions, materiality qualifiers, grace periods and baskets customary for credit facilities of this type.

The Credit Agreement includes (a) a minimum consolidated fixed charge coverage ratio of 1.20 :1.0, and (b) a maximum consolidated total leverage ratio of 3.75 :1.0 (which will be subject to step-downs to 3.50 :1.0 at the end of the fiscal quarter ending September 30, 2021;

to 3.25 :1.0 at the end of the fiscal quarter ending March 31, 2022;

and to 3.00 :1.0 for each fiscal quarter on and after the fiscal quarter ending September 30, 2022).

We were in compliance with the covenants as of June 30, 2021.

Repayment and prepayment

The Credit Agreement requires the Company to make quarterly amortization payments to the Term Loan Facility at an annualized rate of the loans under the Term Loan Facility for every year as follows:

5.0 %, 7.5 %, 10.0 %, 12.5 % and 15 %.

The Credit Agreement also requires all outstanding amounts under the Credit Facilities to be repaid in full on the Maturity Date.

The Credit Agreement requires prepayments from the receipt of proceeds of dispositions or debt issuance, subject to certain exceptions and ability to re-invest and use proceeds towards acquisitions permitted by the Credit Agreement.

Voluntary prepayments of amounts outstanding under the Credit Facilities are permitted at any time, without premium or penalty.

Any prepayment of Eurodollar loans shall be in a principal amount of $ 1 million or a whole multiple of $ 1 million in excess thereof (or, if less, the entire principal amount thereof then outstanding) and any prepayment of base rate loans shall be in a principal amount of $ 0.5 million or a whole multiple of $ 0.1 million in excess thereof (or, if less, the entire principal amount thereof then outstanding).

The Credit Agreement contains customary representations and warranties by the Company, The representations and warranties contained in the Credit Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

Term Loan and Security Agreement

On April 12, 2017, the Company entered into the $ 175.0 million 2023 Term Loan Facility, maturing on April 12, 2023, pursuant to a term loan and security agreement (the “TLS Agreement”), the terms of which are described in Note 3, Debt in our 2020 Form 10-K.

On April 30, 2021, the 2023 Term Loan Facility was fully repaid and terminated as described below.

ABL Revolving Credit Facility

On March 1, 2021, the Company and certain of its subsidiaries entered into Amendment No.

3, which amended the terms of the Third ARLS Agreement, among other things, to extend the maturity date of the ABL Revolving Credit Facility to March 1, 2026 and to remove the condition that the first $ 7.0 million of the $ 90.0 million Revolver Commitments are available as a first-in, last-out facility.

The Third ARLS Agreement, as amended, also allowed the Company to increase the size of the ABL Revolving Credit Facility by up to $ 50.0 million with the consent of Lenders providing the increase in the ABL Revolving Credit Facility.

On April 30, 2021, the ABL Revolving Credit Facility was fully repaid and terminated as described below.

Termination of TLS Agreement and Third ARLS Agreement

Effective on April 30, 2021, the Company issued a notice of redemption in respect of its 2023 Term Loan Facility and the ABL Revolving Credit Facility and deposited with the Bank of America, N.A.

as Administrative Agent under the TLS Agreement and the Third ARLS Agreement proceeds from the Credit Facilities, together with cash on hand in an amount sufficient to discharge the Company’s obligations under the TLS Agreement and the Third ARLS Agreement and respective related agreements.

All amounts under the 2023 Term Loan Facility and ABL Revolving Credit Facility were repaid and discharged in full on April 30, 2021 and the TLS Agreement and Third ARLS Agreement were terminated.

The discharge resulted in a loss on extinguishment of debt of $ 7.2 million, including $ 3.7 million non-cash write off relating to deferred financing costs and unamortized discount of the 2023 Term Loan Facility, a voluntary repayment premium of $ 3.0 million, and $ 0.5 million of other fees associated with the new debt, recorded in our Condensed Consolidated Statements of Operations for the quarter ended June 30, 2021.

Cash Paid for Interest

For the three months ended March 31, 2021 and 2020, cash payments for interest were $ 3.0 million and $ 3.2 million, respectively.

For the six months ended June 30, 2021 and 2020, cash payments for interest were $ 5.4 million and $ 6.2 million, respectively.

Goodwill and Intangible Assets

Goodwill represents the excess of acquisition purchase price over the fair value of net assets acquired.

During the first quarter of 2020, as a result of the Company’s market capitalization value being less than the carrying value of its equity for a duration

of time, the Company determined it had an impairment indicator.

During the first quarter of 2020, as a result of the Company’s market capitalization value being less than the carrying value of its equity for a duration of time, the Company determined it had an impairment indicator.

Accordingly, the Company estimated the fair value of each of the reporting units with goodwill by discounting the estimated cash flows of each reporting unit.

9 unchanged sentences

Our definite-lived intangible assets were comprised of the following:

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

Amount Accumulated

7 unchanged sentences

$ 36,512 $ ( 16,484 ) $ 20,028 $ 36,635 $ ( 14,831 ) $ 21,804

The aggregate intangible asset amortization expense was $ 0.9 million for the three months ended March 31, 2021 and 2020 respectively.

The aggregate intangible asset amortization expense was $ 0.9 million for the three months ended June 30, 2021 and 2020, respectively.

The aggregate intangible asset amortization expense was $ 1.7 million for the six months ended June 30, 2021 and 2020, respectively.

Fair Value Measurement

11 unchanged sentences

Based on the utilization of these inputs, the derivative assets and liabilities are classified as Level 2.

To manage our risk for transactions denominated in Mexican Pesos and in Ukrainian Hryvnia, we have entered into forward exchange contracts that are designated as cash flow hedge instruments, which are recorded in the Condensed Consolidated

Balance Sheets at fair value.

The gains and losses as a result of the changes in fair value of the hedge contract for transactions denominated in Mexican Pesos are deferred in accumulated other comprehensive loss and recognized in cost of revenues in the period the related hedge transactions are settled.

As of March 31, 2021, the hedge contract for transactions denominated in Ukrainian Hryvnia was not designated as a hedging instrument;

As of June 30, 2021, the hedge contract for transactions denominated in Ukrainian Hryvnia was not designated as a hedging instrument;

therefore, it is marked-to-market and the fair value of the agreement is recorded in the Condensed Consolidated Balance Sheets with the offsetting gains and losses recognized in other (income) expense and recognized in cost of revenues in the period the related hedge transactions are settled in the Condensed Consolidated Statements of Operations.

Interest Rate Swap Agreement.

To manage our exposure to variable interest rates, we have entered into an agreement (the “Interest Rate Swap Agreement”) with Bank of America, N.A.

whereby the Company has agreed to exchange, at a specified interval, the difference between fixed and variable interest amounts calculated by reference to an agreed upon notional principal amount.

The Interest Rate Swap Agreement is intended to mitigate the impact of rising interest rates on the Company and covers $ 80 million of outstanding debt under the senior secured term loan facility.

As of March 31, 2021, the Interest Rate Swap Agreement was not designated as a hedging instrument;

therefore, it is marked-to-market and the fair value of the agreement recorded in the Condensed Consolidated Balance Sheets with the offsetting gain or loss recorded in interest and other expense in the Condensed Consolidated Statements of Operations.

Interest Rate Swaps.

To manage our exposure to variable interest rates, we have entered into interest rate swaps to exchange, at a specified interval, the difference between fixed and variable interest amounts calculated by reference to an agreed upon notional principal amount.

The interest rate swaps are intended to mitigate the impact of rising interest rates on the Company and covers $ 80 million of outstanding debt under the Term Loan Facility.

As of June 30, 2021, the interest rate swaps were not designated as hedging instrument, therefore, are marked-to-market and the fair value of the agreement recorded in the Condensed Consolidated Balance Sheets with the offsetting gain or loss recorded in interest and other expense in the Condensed Consolidated Statements of Operations.

Contingent Consideration.

3 unchanged sentences

The fair value for the milestone payments is based on a Monte Carlo simulation utilizing forecasted EBITDA through September 17, 2022.

The estimate of $ 4.7 million was recorded within other long-term liabilities in the Condensed Consolidated Balance Sheet as of September 30, 2019.

The total undiscounted Contingent consideration payment is estimated at $ 10.8 million and the fair value is $ 9.0 million as of March 31, 2021, and is presented in the Condensed Consolidated Balance Sheets in accrued liabilities and other long term liabilities.

As of June 30, 2021 the remaining undiscounted Contingent Consideration payment is estimated at $ 4.8 million and the fair value is $ 4.2 million, which is presented in the Condensed Consolidated Balance Sheets in other long term liabilities.

A payment of $ 5.0 million was made during the second quarter of 2021 based on achievement of the second EBITDA threshold.

The fair values of our derivative assets and liabilities and Contingent Consideration measured on a recurring basis are categorized as follows:

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3

Foreign exchange contract $ 1,455 $ — $ 1,455 $ — $ 1,882 $ — $ 1,882 $ —

Interest rate swap agreement $ 756 $ — $ 756 $ — $ 936 $ — $ 936 $ —

Interest rate swap agreement $ 1,687 $ — $ 1,687 $ — $ 2,080 $ — $ 2,080 $ —

Interest rate swaps $ 586 $ — $ 586 $ — $ 936 $ — $ 936 $ —

Interest rate swaps $ 1,305 $ — $ 1,305 $ — $ 2,080 $ — $ 2,080 $ —

Contingent Consideration $ 4,168 $ — $ — $ 4,168 $ 8,800 $ — $ — $ 8,800

2 unchanged sentences

Change in fair value 368

Contingent consideration liability balance at March 31, 2021

Payments ( 5,000 )

Contingent Consideration liability balance at June 30, 2021

The following table summarizes the notional amount of our open foreign exchange contracts:

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

Equivalent U.S.

6 unchanged sentences

Location Fair Value

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

Foreign exchange contracts Other current assets $ 1,455 $ 1,882

Interest rate swap agreement Accrued liabilities and other $ 756 $ 936

Interest rate swaps Accrued liabilities and other $ 586 $ 936

Derivative Liability

1 unchanged sentence

Location Fair Value

March 31, 2021 December 31, 2020

Interest rate swap agreement Accrued liabilities and other $ 1,687 $ 2,080

June 30, 2021 December 31, 2020

Interest rate swaps Accrued liabilities and other $ 1,305 $ 2,080

Derivative Equity

1 unchanged sentence

Location Fair Value

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

Foreign exchange contracts Accumulated other comprehensive loss $ 938 $ 1,441

The following table summarizes the effect of derivative instruments on the Condensed Consolidated Statements of Operations:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

Location of Gain (Loss) on Derivatives

Recognized in Income Amount of Gain (Loss) on Derivatives

Recognized in Income

Recognized in Income (Loss) Amount of Gain (Loss) on Derivatives

Recognized in Income (Loss)

Foreign exchange contracts Cost of revenues $ ( 540 ) $ ( 885 ) $ ( 847 ) $ ( 885 )

Interest rate swap agreement Interest and other expense $ 2 $ ( 996 )

Interest rate swaps Interest and other expense $ 4 $ ( 28 ) $ 6 $ ( 1,024 )

Foreign exchange contracts Other (income) expense $ ( 41 ) $ — $ ( 223 ) $ —

4 unchanged sentences

The carrying amounts and fair values of our long-term debt obligations are as follows:

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

Amount Fair Value Carrying

Amount Fair Value

Term Loan Facility 1

$ 149,225 $ 143,413 $ — $ —

Term loan and security agreement 2

1 unchanged sentence

Revolving Credit Facility 1

Presented in the Condensed Consolidated Balance Sheets as the current portion of long-term debt of $ 2.4 million and long-term debt of $ 145.2 million as of March 31, 2021, and current portion of long-term debt of $ 2.4 million and long-term debt of $ 144.1 million as of December 31, 2020.

$ 35,500 $ 35,500 $ — $ —

Presented in the Condensed Consolidated Balance Sheets as the current portion of long-term debt of $ 7.5 million and long-term debt of $ 177.2 million as of June 30, 2021

Presented in the Condensed Consolidated Balance Sheets as the current portion of long-term debt of $ 2.4 million and long-term debt of $ 144.1 million as of December 31, 2020.

The components of lease expense are as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

Operating lease cost

1 unchanged sentence

Finance lease cost 93 112 193 213

Amortization of right-of-use assets 92 89

Interest on lease liabilities 8 12

Total finance lease cost 100 101

Short-term lease cost

1,602 1,037 2,972 2,066

Total lease expense $ 4,169 $ 3,711 $ 8,139 $ 7,307

Supplemental balance sheet information related to leases is as follows:

Balance Sheet Location March 31, 2021 December 31, 2020

Balance Sheet Location June 30, 2021 December 31, 2020

Operating Leases

4 unchanged sentences

Finance Leases

Right-of-use assets $ 1,314 $ 1,410

Accumulated depreciation ( 651 ) ( 643 )

Right-of-use assets, net Other assets, net $ 586 $ 767

2 unchanged sentences

Total finance lease liabilities $ 567 $ 727

For the three months ended March 31, 2021 and 2020, cash payments on operating leases were $ 2.2 million and $ 2.6 million, respectively.

Right-of-use Assets Impairment.

For the six months ended June 30, 2021 and 2020, cash payments on operating leases were $ 5.8 million and $ 5.0 million, respectively.

Right-of-use Asset Impairment.

The impairment of an operating lease right-of-use asset of $ 0.4 million was recorded for the first quarter ended March 31, 2020.

11 unchanged sentences

Present value of lease liabilities $ 29,073 $ 567 $ 29,640

For the three months ended March 31, 2021 we recorded a $ 2.5 million tax provision, or 23 % effective tax rate for the period, compared to a $ 7.3 million tax benefit for the three months ended March 31, 2020.

The effective tax rate in the current three month period is higher than the U.S.

For the three and six months ended June 30, 2021 we recorded a $ 1.5 million and $ 4.1 million tax provision, respectively, or 23 % effective tax rate for each period, compared to a $ 3.1 million and $ 10.4 million tax benefit for the three and six months ended June 30, 2020, respectively.

The effective tax rate in the current three and six month period is higher than the U.S.

federal income tax rate primarily as a result of U.S.

1 unchanged sentence

income taxes.

The Company’s prior year tax benefit was primarily a result of pre-tax net loss for the three months ended March 31, 2020.

For the three months ended March 31, 2021 and 2020, cash paid for taxes, net of refunds received were $ 1.0 million and $ 0.8 million, respectively.

The Company’s prior year tax benefit was primarily a result of pre-tax net loss for the three and six months ended June 30, 2020, respectively.

For the six months ended June 30, 2021 and 2020, cash paid for taxes, net of refunds received were $ 1.7 million and $ 0.1 million, respectively.

Pension and Other Post-Retirement Benefit Plans

1 unchanged sentence

Pension and Other Post-Retirement Benefit Plans Non-U.S.

Three Months Ended March 31, Three Months Ended March 31,

Three Months Ended June 30, Three Months Ended June 30,

2021 2020 2021 2020

4 unchanged sentences

Net (benefit) cost $ ( 279 ) $ ( 161 ) $ 165 $ 94

Pension and Other Post-Retirement Benefit Plans Non-U.S.

Six months ended June 30, Six months ended June 30,

2021 2020 2021 2020

Interest cost $ 414 $ 562 $ 323 $ 408

Expected return on plan assets ( 1,106 ) ( 1,037 ) ( 504 ) ( 529 )

Amortization of prior service cost 4 3 28 286

Recognized actuarial loss 140 149 482 24

Net (benefit) cost $ ( 548 ) $ ( 323 ) $ 329 $ 189

Net periodic (benefit) cost components, not inclusive of service costs, are recognized in other expense (income) within the Condensed Consolidated Statements of Operations.

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Effective June 15, 2020, as part of the Company’s stockholders’ approval of the 2020 EIP, the Company agreed that no more awards will be made under the 2014 Plan.

The cash award is earned and payable based upon the Company’s relative total shareholder return in terms of ranking as compared to the peer group over a three-year period (the “Performance Period”).

Restricted Cash Awards – Restricted cash is a grant that is earned and payable in cash based upon the Company’s relative total shareholder return in terms of ranking as compared to the peer group generally ranging from a one to three-year period.

Performance Stock Awards Settled in Cash – Performance-based stock award is a grant that is earned and payable in cash.

The total amount payable as of the award's vesting date is determined based upon number of shares allocated to each participant, which can fluctuate depending on the Company’s relative total shareholder return in terms of ranking as compared to the peer group over the performance period, and the share price of the Company's stock.

Total shareholder return is determined by the percentage change in value (positive or negative) over the applicable measurement period as measured by dividing (A) the sum of the cumulative value of dividends and other distributions paid on the Common Stock for the applicable measurement period and the difference (positive or negative) between each such company’s starting stock price and ending stock price, by (B) the starting stock price.

The award is payable at the end of the Performance Period in cash if the employee is employed through the end of the Performance Period.

Performance targets are based on relative total shareholder return in terms of ranking as compared to the peer group over the performance period.

These awards are payable at the end of the performance period in cash if the employee is employed through the end of the performance period.

If the employee is not employed during the entire performance period, the award is forfeited.

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Payments ( 300 )

Adjusted Award Value at March 31, 2021 $ 855

Unrecognized compensation expense was $ 3.0 million and $ 0.6 million as of March 31, 2021 and 2020, respectively.

Adjusted Award Value at June 30, 2021 $ 1,124

Unrecognized compensation expense was $ 2.8 million as of June 30, 2021.

Share-Based Compensation

The company's outstanding share-based compensation is comprised solely of restricted stock awards.

The Company's outstanding share-based compensation is comprised of restricted and performance-stock awards.

Restricted Stock Awards – Restricted stock is a grant of shares of common stock that may not be sold, encumbered or disposed of and that may be forfeited in the event of certain terminations of employment or in the case of the board of directors, a separation for cause, prior to the end of a restricted period set by the compensation committee of the board of directors.

2 unchanged sentences

Time-based restricted stock awards generally vest over the three-year period following the date of grant, unless forfeited, and will be paid out in the form of stock at the end of the vesting period.

Performance-based stock awards vest over the specified period following the date of grant, unless forfeited, and will be paid out in the form of stock at the end of the vesting period at the Company’s discretion if the Company meets the performance targets set at the time of the award was granted.

As of March 31, 2021, there was approximately $ 6.2 million of unrecognized compensation expense related to non-vested share-based compensation arrangements granted under our equity incentive plans.

This expense is subject to future adjustments and forfeitures and will be recognized on a straight-line basis over the remaining period listed above for each grant.

A summary of the status of our restricted stock awards as of March 31, and changes during the Three Months Ended March 31, are presented below:

Performance Stock Awards – Performance-based stock awards have similar restrictions as restricted stock.

They vest over the specified period following the date of grant, unless forfeited, and will be paid out in the form of stock at the end of the vesting period at the Company’s discretion if the Company meets the performance targets set at the time the award was granted.

Performance targets are based on relative total shareholder return in terms of ranking as compared to the peer group over the performance period.

As of June 30, 2021, there was approximately $ 7.1 million of unrecognized compensation expense related to non-vested share-based compensation arrangements granted under our equity incentive plans.

This expense is subject to future adjustments and forfeitures and will be recognized on a straight-line basis over the remaining restricted period for each grant.

A summary of the status of our share-based compensation awards as of June 30, 2021 and changes during the six months ended June 30, 2021, are presented below:

(in thousands) Weighted-

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Forfeited ( 22 ) 7.20

Nonvested - March 31, 2021 1,491 $ 4.46

As of March 31, 2021, a total of 2.9 million shares were available for future grants from the shares authorized for award under our 2020 EIP, including cumulative forfeitures.

Nonvested - June 30, 2021 1,322 $ 4.89

As of June 30, 2021, a total of 2.9 million shares were available for future grants from the shares authorized for award under our 2020 EIP, including cumulative forfeitures.

Stockholders’ Equity

Common Stock — Our authorized capital stock consists of 60,000,000 shares of common stock with a par value of $ 0.01 per share;

of which, 31,381,845 and 31,249,811 shares were issued and outstanding as of March 31, 2021 and December 31, 2020, respectively.

Preferred Stock — Our authorized capital stock also consists of 5,000,000 shares of preferred stock with a par value of $ 0.01 per share, with no preferred shares were outstanding as of March 31, 2021 and December 31, 2020.

Diluted earnings per share for the three and three months ended March 31, 2021 and 2020 includes the effect of potential common shares issuable when dilutive, and is as follows:

Three Months Ended March 31,

of which, 31,569,749 and 31,249,811 shares were issued and outstanding as of June 30, 2021 and December 31, 2020, respectively.

Diluted earnings per share for the three and six months ended June 30, 2021 and 2020 includes the effect of potential common shares issuable when dilutive, and is as follows:

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

Net income (loss) $ 5,095 $ ( 12,497 ) $ 13,585 $ ( 37,091 )

4 unchanged sentences

Diluted earnings (loss) per share $ 0.16 $ ( 0.40 ) $ 0.42 $ ( 1.20 )

There were no outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per shares for the three months ended March 31, 2021 and 2020.

There were no outstanding share-based compensation awards that were excluded from the calculation of diluted earnings per shares for the three months ended June 30, 2021 and 396 thousand outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the three months ended June 30, 2020.

There were no outstanding share-based compensation awards that were excluded from the calculation of diluted earnings per share for the six months ended June 30, 2021 and 286 thousand outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the six months ended June 30, 2020.

Shareholder Rights Plan

On June 23, 2020, the Company’s Board of Directors adopted a limited duration rights plan and declared a dividend distribution of one right (each, a “Right” and together with all other such rights distributed or issued pursuant thereto, the “Rights”) for each outstanding share of common stock, par value $ 0.01 , of the Company, as of July 5, 2020, the record date for such dividend.

Each holder of common stock as of the record date will receive a dividend of one Right per share of common stock.

The Rights will become exercisable only if a person or persons acquires beneficial ownership of 10 % or more of the Company's outstanding common stock, or 15 % in the case of certain passive investors.

In the event that the Rights become exercisable, each holder of Rights (other than the person or group triggering the rights plan) will be entitled to purchase, at the Right’s exercise price, a number of shares of our common stock having a market value of twice the Right’s exercise price.

On April 15, 2021, the Company, and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (“Rights Agent”), entered into an amendment (the “Amendment”) to the Rights Agreement, dated as of June 25, 2020, by and between the Company and Rights Agent (the “Rights Agreement”).

Each holder of common stock as of the record date received a dividend of one Right per share of common stock.

On April 15, 2021, the Company and Computershare Trust Company, N.A., as rights agent (“Rights Agent”), entered into an amendment (the “Amendment”) to the Rights Agreement, dated as of June 25, 2020, by and between the Company and Rights Agent (the “Rights Agreement”).

Pursuant to the Amendment, the Final Expiration Date of the Rights (each as defined in the Rights Agreement) was advanced from June 24, 2021 to April 15, 2021.

As a result of the Amendment, the Rights are no longer outstanding.

Other Comprehensive Loss

Other Comprehensive (Income) Loss

The after-tax changes in accumulated other comprehensive loss are as follows:

currency translation adjustment Derivative instruments Pension and

currency translation adjustment Pension and

post-retirement

benefits plans Accumulated other

benefits plans Derivative instruments Accumulated other

comprehensive

1 unchanged sentence

Net current period change ( 584 ) — — ( 584 )

Amortization of actuarial gain (loss) — 673 — 673

Derivative instruments — — ( 503 ) ( 503 )

Amortization of actuarial gains — — 286 286

Balance - March 31, 2021 $ ( 21,096 ) $ 1,015 $ ( 27,137 ) $ ( 47,218 )

currency translation adjustment Derivative instruments Pension and

Balance - June 30, 2021 $ ( 19,608 ) $ ( 26,750 ) $ 938 $ ( 45,420 )

currency translation adjustment Pension and

post-retirement

benefit plans Accumulated other

benefit plans Derivative instruments Accumulated other

comprehensive

1 unchanged sentence

Net current period change ( 2,885 ) — — ( 2,885 )

Amortization of actuarial gain (loss) — ( 893 ) — ( 893 )

Derivative instruments — — ( 1,674 ) ( 1,674 )

Amortization of actuarial losses — — ( 447 ) ( 447 )

Balance - March 31, 2020 $ ( 28,837 ) $ ( 2,314 ) $ ( 22,829 ) $ ( 53,980 )

Balance - June 30, 2020 $ ( 26,917 ) $ ( 23,275 ) $ ( 1,210 ) $ ( 51,402 )

The related tax effects allocated to each component of other comprehensive loss are as follows:

Three Months Ended March 31, 2021

Three Months Ended June 30, 2021 Six Months Ended June 30, 2021

Amount Tax Expense After Tax Amount Before Tax

Amount Tax Expense After Tax Amount

Amortization of actuarial gains $ 399 $ ( 113 ) $ 286

Derivative instruments ( 556 ) 130 ( 426 )

Cumulative translation adjustment $ 1,488 $ — $ 1,488 $ ( 584 ) $ — $ ( 584 )

Amortization of actuarial gain (loss) 654 ( 267 ) 387 1,053 ( 380 ) 673

Derivative instruments ( 100 ) 23 ( 77 ) ( 656 ) 153 ( 503 )

Total other comprehensive loss $ 2,042 $ ( 244 ) $ 1,798 $ ( 187 ) $ ( 227 ) $ ( 414 )

Three Months Ended March 31, 2020

Three Months Ended June 30, 2020 Six Months Ended June 30, 2020

Amount Tax Expense After Tax

Amortization of actuarial losses $ ( 554 ) $ 107 $ ( 447 )

Derivative instruments ( 3,488 ) 710 ( 2,778 )

Amount Before Tax

Amount Tax Expense After Tax

Cumulative translation adjustment $ 1,920 $ — $ 1,920 $ ( 2,885 ) $ — $ ( 2,885 )

Amortization of actuarial gain (loss) ( 551 ) 105 ( 446 ) ( 1,105 ) 212 ( 893 )

Derivative instruments 1,443 ( 339 ) 1,104 ( 2,045 ) 371 ( 1,674 )

Total other comprehensive loss $ 2,812 $ ( 234 ) $ 2,578 $ ( 6,035 ) $ 583 $ ( 5,452 )

1 unchanged sentence

During 2019, the Company began implementing cost reduction and manufacturing capacity rationalization initiatives (the "Restructuring Initiatives") in response to declines in end market volumes.

Furthermore, in 2020 the Company began implementing additional cost reduction initiatives and further manufacturing capacity rationalization initiatives in response to the COVID-19 pandemic ("the 2020 Initiatives").

The Restructuring Initiatives and 2020 Initiatives consist primarily of headcount reductions in each segment and at corporate, as well as other costs associated with transfer of production and subsequent closure of facilities, and expansion of production footprint to manufacture warehouse automation subsystems.

4 unchanged sentences

Payments and other adjustments ( 367 ) ( 40 ) ( 93 ) ( 500 )

March 31, 2021 $ 277 $ — $ 140 $ 417

June 30, 2021 $ 96 $ — $ 83 $ 179

Electrical Systems Global

3 unchanged sentences

Payments and other adjustments ( 2,431 ) ( 625 ) ( 627 ) ( 3,683 )

March 31, 2020 $ 428 $ 37 $ 739 $ 1,204

Approximately $ 0.1 million in employee costs were incurred in the three months ended March 31, 2020 in the Global Seating Segment and is included in cost of revenues.

June 30, 2020 $ 831 $ 154 $ 772 $ 1,757

Of the $ 3.1 million costs incurred in the six months ended June 30, 2020, $ 2.8 million primarily related to headcount reductions and $ 0.3 million related to facility exit and other costs.

Of the $ 3.1 million costs incurred, $ 2.1 million was recorded in cost of revenues and $ 1.0 million was recorded in selling, general and administrative expenses.

Commitments and Contingencies

Leases - As disclosed in Note 7, Leases, we lease office, warehouse and manufacturing space and equipment under non-cancelable operating lease agreements that generally require us to pay maintenance, insurance, taxes and other expenses in addition to annual rental fees.

As of March 31, 2021, our equipment leases did not provide for any material guarantee of a specified portion of residual values.

As of June 30, 2021, our equipment leases did not provide for any material guarantee of a specified portion of residual values.

Guarantees - Costs associated with guarantees are accrued when it is probable that a liability has been incurred and the amount can be reasonably estimated.

The most likely cost to be incurred is accrued based on an evaluation of available facts;

amount within a range of estimates is more likely, the minimum is accrued.

As of March 31, 2021 and 2020, we had no such guarantees.

Litigation - We are subject to various legal proceedings and claims arising in the ordinary course of business, including but not limited to workers' compensation claims, OSHA investigations, employment disputes, unfair labor practice charges, customer and supplier disputes, service provider disputes, product liability claims, intellectual property disputes, environmental claims arising out of the conduct of our businesses and examinations by the Internal Revenue Service.

where no amount within a range of estimates is more likely, the minimum is accrued.

As of June 30, 2021, we had no such guarantees.

Litigation - We are subject to various legal proceedings and claims arising in the ordinary course of business, including but not limited to product liability claims, customer and supplier disputes, service provider disputes, examinations by taxing authorities, employment disputes, workers' compensation claims, unfair labor practice charges, OSHA investigations, intellectual property disputes and environmental claims arising out of the conduct of our businesses.

Management believes that the Company maintains adequate insurance and that we have established reserves for issues that are probable and estimable in amounts that are adequate to cover reasonable adverse judgments not covered by insurance.

4 unchanged sentences

Our policy is to record provisions for estimated future customer warranty costs based on historical trends and for specific claims.

These amounts, as they relate to the periods ended March 31, 2021 and 2020, are included within accrued liabilities and other in the accompanying Condensed Consolidated Balance Sheets.

The following presents a summary of the warranty provision for the three months ended March 31, 2021:

These amounts, as of June 30, 2021, are included within accrued liabilities and other in the accompanying Condensed Consolidated Balance Sheets.

The following presents a summary of the warranty provision for the six months ended June 30, 2021:

Balance - December 31, 2020 $ 2,041

1 unchanged sentence

Deduction for payments made and other adjustments ( 750 )

Balance - March 31, 2021 $ 1,795

Debt Payments - As disclosed in Note 4, Debt, the TLS Agreement requires the Company to repay a fixed amount of principal on a quarterly basis, make mandatory prepayments of excess cash flows and voluntary prepayments that coincide with certain events.

The following table provides future minimum principal payments due on long-term debt for the next five years (see also Note 18, Subsequent Event):

Term Loan Revolving credit facility Total

Balance - June 30, 2021 $ 1,935

Debt Payments - As disclosed in Note 4, Debt, the Credit Agreement requires the Company to repay a fixed amount of principal on a quarterly basis and make voluntary prepayments that coincide with certain events.

The following table provides future minimum principal payments due on long-term debt for the next five years:

Term loan facility Revolving credit facility Total

Remainder of 2021 $ 3,750 $ — $ 3,750

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The costs that are not allocated to a segment are considered stewardship costs and remain at corporate in our segment reporting.

The following table presents segment revenues, gross profit, selling, general and administrative expenses, amortization expense, operating income, capital expenditures, depreciation expense and other items for the three months ended March 31, 2021 and 2020.

The table does not include assets as the CODM does not review assets by segment.

Three Months Ended March 31, 2021

The following table presents segment results for the three and six months ended June 30, 2021 and 2020.

Three Months Ended June 30, 2021

Systems Global

6 unchanged sentences

Operating income (loss) $ 18,552 $ 4,983 $ ( 7,206 ) $ 16,329

Three Months Ended March 31, 2020

Three Months Ended June 30, 2020

Electrical Systems Global

7 unchanged sentences

Goodwill and other impairment — — 150 150

Operating loss $ ( 17,148 ) $ ( 361 ) $ ( 9,014 ) $ ( 26,523 )

Operating income (loss) $ ( 6,165 ) $ 1,535 $ ( 5,885 ) $ ( 10,515 )

Six Months Ended June 30, 2021

System Global

Seating Corporate/

External revenues $ 333,792 $ 169,271 $ — $ 503,063

Intersegment revenues 3,554 6,721 ( 10,275 ) —

Total revenues $ 337,346 $ 175,992 $ ( 10,275 ) $ 503,063

Gross profit $ 44,048 $ 21,482 $ ( 41 ) $ 65,489

Selling, general & administrative expenses 10,627 10,955 12,175 33,757

Operating income (loss) $ 33,421 $ 10,527 $ ( 12,216 ) $ 31,732

Six Months Ended June 30, 2020

Electrical Global

Seating Corporate/

External revenues $ 184,665 $ 129,336 $ — $ 314,001

Intersegment revenues 1,643 506 ( 2,149 ) —

Total revenues $ 186,308 $ 129,842 $ ( 2,149 ) $ 314,001

Gross profit $ 12,090 $ 14,714 $ ( 26 ) $ 26,778

Selling, general & administrative expenses

11,989 8,733 14,077 34,799

Goodwill and other impairment 23,415 4,809 793 29,017

Operating income (loss) $ ( 23,314 ) $ 1,172 $ ( 14,896 ) $ ( 37,038 )

Other Financial Information

Items reported in inventories consisted of the following:

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

Raw materials $ 96,381 $ 65,334

1 unchanged sentence

Finished goods 14,232 12,540

$ 109,008 $ 91,247

Inventories $ 128,319 $ 91,247

Items reported in property, plant, and equipment, net consisted of the following:

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

Land and buildings $ 32,265 $ 30,305

5 unchanged sentences

Items reported in accrued expenses and other liabilities consisted of the following:

March 31, 2021 December 31, 2020

June 30, 2021 December 31, 2020

Compensation and benefits $ 16,795 $ 15,877

Operating lease liabilities 8,595 9,236

Contingent consideration 5,000 4,870

Taxes payable 4,274 4,057

Accrued freight 4,356 2,556

Insurance 2,408 2,705

Taxes payable 3,767 4,057

Contingent Consideration — 4,870

Other 12,988 13,460

$ 51,681 $ 50,056

Subsequent Event

On April 30, 2021, Commercial Vehicle Group, Inc.

(the “Company”) and certain of its subsidiaries entered into a credit agreement (the “Credit Agreement”) between, among others, Bank of America, N.A.

Subject to the terms of the Credit Agreement, the Revolving Credit Facility includes a $ 10 million swing line sublimit and a $ 10 million letter of credit sublimit.

The Credit Facilities mature on April 30, 2026 (the “Maturity Date”).

The proceeds of the Credit Facilities will be used, together with cash on hand of the Company, to (a) fund the redemption, satisfaction and discharge of all of the Company’s outstanding secured credit facility due 2023 (the “2023 Term Loan Facility”) issued pursuant to a term facility agreement (the “Term Facility Agreement”) between, among others, Bank of America, N.A.

The Company expects to recognize a loss on extinguishment of debt of approximately $ 7.2 million, including non-cash write off relating to

deferred financing costs and unamortized discount of the 2023 Term Loan Facility and a voluntary repayment premium during the financial quarter ending June 30, 2021.

Accrued liabilities and other $ 46,501 $ 50,056

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements