What changed in this filing

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Item 1. Financial Statements

2021-11-02 compared with 2021-08-03 · 114 added, 95 removed, 631 unchanged (25% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

22 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

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

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

11 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

(In thousands, except per share amounts)

38 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

(In thousands)

23 unchanged sentences

Borrowings under term loan facility 150,000 —

Repayment of term loan facility ( 1,875 ) —

Repayment of 2023 term loan facility principal ( 152,654 ) ( 8,281 )

Borrowings under revolving credit facility 51,800 —

Repayment of revolving credit facility ( 20,500 ) —

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

4 unchanged sentences

Other financing activities ( 334 ) ( 339 )

Net cash provided by financing activities 22,241 9,994

Net cash provided by (used in) financing activities 16,073 ( 11,199 )

EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH ( 685 ) ( 31 )

18 unchanged sentences

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

Share-based compensation expense — $ 1 $ — $ 741 $ — $ — $ 742

Total comprehensive income (loss) — $ — $ — $ — $ 4,178 $ 2,564 $ 6,742

Balance - September 30, 2020 30,985,669 $ 310 $ ( 11,230 ) $ 248,323 $ ( 93,220 ) $ ( 48,838 ) $ 95,345

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

5 unchanged sentences

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

Share-based compensation expense — $ — $ — $ 1,863 $ — $ — $ 1,863

Total comprehensive income — $ — $ — $ — $ 7,511 $ ( 353 ) $ 7,158

Balance - September 30, 2021 31,569,749 $ 316 $ ( 11,966 ) $ 254,341 $ ( 76,260 ) $ ( 45,773 ) $ 120,658

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

4 unchanged sentences

Commercial Vehicle Group, Inc.

and its subsidiaries is a global provider of components and assemblies into two primary end markets – the global vehicle market and the U.S.

technology integrator markets.

The Company provides components and assemblies to global vehicle companies to build original equipment and provides aftermarket products for fleet owners.

The Company also provides mechanical assemblies to warehouse automation integrators and to U.S.

military technology integrators.

and its subsidiaries is a global provider of components, assemblies and systems to the traditional commercial vehicle market, the electric vehicle market, and the warehouse automation market.

References herein to the "Company", "CVG", "we", "our", or "us" refer to Commercial Vehicle Group, Inc.

32 unchanged sentences

Revenue Recognition

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 had outstanding customer accounts receivable, net of allowances, of $ 192.1 million as of September 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 June 30, 2021

Three Months Ended September 30, 2021

Electrical Systems Global Seating Elimination/

5 unchanged sentences

Total $ 164,112 $ 76,490 $ ( 992 ) $ 239,610

Three Months Ended June 30, 2020

Three Months Ended September 30, 2020

Electrical Systems Global Seating Elimination/

5 unchanged sentences

Total $ 121,067 $ 68,902 $ ( 2,272 ) $ 187,697

Six Months Ended June 30, 2021

Nine Months Ended September 30, 2021

Electrical Systems Global Seating Elimination/

5 unchanged sentences

Total $ 501,458 $ 252,482 $ ( 11,267 ) $ 742,673

Six Months Ended June 30, 2020

Nine Months Ended September 30, 2020

Electrical Systems Global Seating Elimination/

6 unchanged sentences

Debt consisted of the following:

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Term loan facility due 2026 $ 148,125 $ —

3 unchanged sentences

$ 178,691 $ 146,576

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

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

( 8,438 ) ( 2,429 )

9 unchanged sentences

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.

At September 30, 2021 we had $ 31.3 million of borrowings under the Revolving Credit Facility, outstanding letters of credit of $ 1.4 million and availability of $ 92.3 million.

The unamortized deferred financing fees associated with the Revolving Credit Facility were $ 1.3 million as of September 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.

44 unchanged sentences

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;

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 (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.

We were in compliance with the covenants as of September 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:

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 beginning in the third quarter of 2021 as follows:

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

3 unchanged sentences

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.

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

11 unchanged sentences

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

For the nine months ended September 30, 2021 and 2020, cash payments for interest were $ 7.0 million and $ 9.3 million, respectively.

Goodwill and Intangible Assets

12 unchanged sentences

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

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Amount Accumulated

7 unchanged sentences

$ 36,470 $ ( 17,328 ) $ 19,142 $ 36,635 $ ( 14,831 ) $ 21,804

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.

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

The aggregate intangible asset amortization expense was $ 2.6 million for the nine months ended September 30, 2021 and 2020.

Fair Value Measurement

13 unchanged sentences

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

As of September 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.

2 unchanged sentences

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.

As of September 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.

As a result of the acquisition of the First Source Electronics, LLC (“FSE”) on September 17, 2019, the Company agreed to pay up to $ 10.8 million in contingent milestone payments (“Contingent Consideration”).

The Contingent Consideration is payable based on achieving certain earnings before interest, taxes, depreciation and amortization ("EBITDA") thresholds over the periods from (a) September 18, 2019 through September 17, 2020, (b) September 18, 2019 through March 17, 2021, (c) September 18, 2019 through September 17, 2022 and (d) March 18, 2021 through September 17, 2022.

As a result of the acquisition of First Source Electronics, LLC (“FSE”) on September 17, 2019, the Company agreed to pay up to $ 10.8 million in contingent milestone payments (“Contingent Consideration”).

The Contingent

Consideration is payable based on achieving certain earnings before interest, taxes, depreciation and amortization ("EBITDA") thresholds over the periods from (a) September 18, 2019 through September 17, 2020, (b) September 18, 2019 through March 17, 2021, (c) September 18, 2019 through September 17, 2022 and (d) March 18, 2021 through September 17, 2022.

The payment amount will be determined on a sliding scale for reaching between 90 % and 100 % of the respective EBITDA targets.

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

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.

As of September 30, 2021, the remaining undiscounted Contingent Consideration payment is estimated at $ 4.8 million and the fair value is $ 4.3 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:

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

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

7 unchanged sentences

Payments ( 5,000 )

Contingent Consideration liability balance at June 30, 2021

Contingent Consideration liability balance at September 30, 2021

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

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Equivalent U.S.

6 unchanged sentences

Location Fair Value

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Foreign exchange contracts Other current assets $ 794 $ 1,882

3 unchanged sentences

Location Fair Value

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Interest rate swaps Accrued liabilities and other $ 913 $ 2,080

2 unchanged sentences

Location Fair Value

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Foreign exchange contracts Accumulated other comprehensive loss $ 389 $ 1,441

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

11 unchanged sentences

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

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Amount Fair Value Carrying

6 unchanged sentences

$ 31,300 $ 31,300 $ — $ —

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 $ 8.4 million and long-term debt of $ 170.3 million as of September 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

6 unchanged sentences

Supplemental balance sheet information related to leases is as follows:

Balance Sheet Location June 30, 2021 December 31, 2020

Balance Sheet Location September 30, 2021 December 31, 2020

Operating Leases

8 unchanged sentences

Total finance lease liabilities $ 533 $ 727

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

For the nine months ended September 30, 2021 and 2020, cash payments on operating leases were $ 8.5 million and $ 7.8 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.

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

The impairment charge is presented in Goodwill and other impairment in the Condensed Consolidated Statements of Operations.

10 unchanged sentences

Present value of lease liabilities $ 29,810 $ 533 $ 30,343

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.

For the three and nine months ended September 30, 2021 we recorded a $ 2.4 million and $ 6.5 million tax provision, respectively, or 24 % effective tax rate for each period, compared to a $ 1.0 million and $ 11.4 million tax benefit for the three and nine months ended September 30, 2020, respectively.

The effective tax rate in the current three and nine 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 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.

The Company’s prior year tax benefit for the three months ended September 30, 2020 was primarily a result of a $ 2.0 million income tax benefit recorded for the impact of the high-tax exception to Global Intangible Low-Taxed Income ("GILTI").

The Company’s prior year tax benefit for the nine months ended September 30, 2020 was primarily attributable to a pre-tax net loss versus a pre-tax net income in the nine months ended September 30, 2021.

For the nine months ended September 30, 2021 and 2020, cash paid for taxes, net of refunds received, were $ 3.1 million and $ 0.9 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 June 30, Three Months Ended June 30,

Three Months Ended September 30, Three Months Ended September 30,

2021 2020 2021 2020

5 unchanged sentences

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

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

Nine months ended September 30, Nine months ended September 30,

2021 2020 2021 2020

5 unchanged sentences

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

Subsequent to the quarter ended September 30, 2021, the Audit Committee of the Board of Directors approved amendments to the U.S.

Pension Plan to terminate the plan.

The plan participants have been notified of the Company's intention to terminate the plan effective December 31, 2021.

Performance Awards

2 unchanged sentences

2020 Equity Incentive Plan (the “2020 EIP”).

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.

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 EIP.

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

company’s starting stock price and ending stock price, by (B) the starting stock price.

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

4 unchanged sentences

Adjusted Award Value at December 31, 2020 $ 976

Forfeitures ( 81 )

Adjustments 909

Payments ( 300 )

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

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

Adjusted Award Value at September 30, 2021 $ 1,504

Unrecognized compensation expense was $ 2.3 million as of September 30, 2021.

Share-Based Compensation

5 unchanged sentences

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.

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 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.

As of September 30, 2021, there was approximately $ 6.0 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:

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

(in thousands) Weighted-

3 unchanged sentences

Forfeited ( 23 ) 7.18

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.

Nonvested - September 30, 2021 1,370 $ 5.07

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

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,

of which, 31,569,749 and 31,249,811 shares were issued and outstanding as of September 30, 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.

No preferred shares were outstanding as of September 30, 2021 and December 31, 2020.

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

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

5 unchanged sentences

Diluted earnings (loss) per share $ 0.23 $ 0.13 $ 0.64 $ ( 1.07 )

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.

There were no outstanding share-based compensation awards that were excluded from the calculation of diluted earnings per share for the three months ended September 30, 2021 and there were 282 thousand outstanding restricted shares that were excluded from the calculation of diluted earnings per share for the three months ended September 30, 2020.

There were no outstanding share-based compensation awards that were excluded from the calculation of diluted earnings per share for the nine months ended September 30, 2021 and there were 256 thousand outstanding restricted shares that were excluded from the calculation of diluted earnings per share for the nine months ended September 30, 2020.

Shareholder Rights Plan

5 unchanged sentences

Other Comprehensive Income (Loss)

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

The after-tax changes in accumulated other comprehensive income (loss), are as follows:

currency translation adjustment Pension and

2 unchanged sentences

comprehensive

income (loss)

Balance - December 31, 2020 $ ( 19,024 ) $ ( 27,423 ) $ 1,441 $ ( 45,006 )

2 unchanged sentences

Derivative instruments — — ( 1,052 ) ( 1,052 )

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

Balance - September 30, 2021 $ ( 20,833 ) $ ( 25,329 ) $ 389 $ ( 45,773 )

currency translation adjustment Pension and

2 unchanged sentences

comprehensive

income (loss)

Balance - December 31, 2019 $ ( 24,032 ) $ ( 22,382 ) $ 464 $ ( 45,950 )

2 unchanged sentences

Derivative instruments — — ( 781 ) ( 781 )

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

Balance - September 30, 2020 $ ( 24,289 ) $ ( 24,232 ) $ ( 317 ) $ ( 48,838 )

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

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

Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021

Amount Tax Expense After Tax Amount Before Tax

3 unchanged sentences

Derivative instruments ( 717 ) 168 ( 549 ) ( 1,373 ) 321 ( 1,052 )

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

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

Total other comprehensive income (loss) $ ( 634 ) $ 281 $ ( 353 ) $ ( 1,428 ) $ 661 $ ( 767 )

Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020

Amount Tax Expense After Tax

4 unchanged sentences

Derivative instruments 1,167 ( 274 ) 893 ( 878 ) 97 ( 781 )

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

Total other comprehensive income (loss) $ 2,616 $ ( 52 ) $ 2,564 $ ( 3,419 ) $ 531 $ ( 2,888 )

Cost Reduction and Manufacturing Capacity Rationalization

7 unchanged sentences

Payments and other adjustments ( 463 ) ( 40 ) ( 176 ) ( 679 )

June 30, 2021 $ 96 $ — $ 83 $ 179

September 30, 2021 $ — $ — $ — $ —

Electrical Systems Global

3 unchanged sentences

Payments and other adjustments ( 3,422 ) ( 879 ) ( 1,057 ) ( 5,358 )

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.

September 30, 2020 $ 544 $ 235 $ 359 $ 1,138

Of the $ 4.2 million costs incurred in the nine months ended September 30, 2020, $ 3.3 million primarily related to headcount reductions and $ 0.9 million related to facility exit and other costs.

Of the $ 4.2 million costs incurred, $ 3.2 million was recorded in cost of revenues and $ 1.0 million was recorded in selling, general and administrative expenses.

1 unchanged sentence

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

As of September 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.

1 unchanged sentence

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.

As of September 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.

5 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 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:

These amounts, as of September 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 nine months ended September 30, 2021:

Balance - December 31, 2020 $ 2,041

1 unchanged sentence

Deduction for payments made and other adjustments ( 1,238 )

Balance - June 30, 2021 $ 1,935

Balance - September 30, 2021 $ 1,657

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.

18 unchanged sentences

• Warehouse automation subsystems primarily for the North American e-commerce markets and include electro-mechanical assemblies and panels;

• Commercial vehicle accessories including wipers, mirrors, floormats and sensors;

• Commercial vehicle accessories including OE and aftermarket wipers, mirrors, floormats and sensors;

• Cab structures for the North American MD/HD truck market.

6 unchanged sentences

For purposes of business segment performance measurement, some of these costs that are for the benefit of the operations are allocated based on a combination of methodologies.

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 results for the three and six months ended June 30, 2021 and 2020.

Three Months Ended June 30, 2021

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

Three Months Ended September 30, 2021

Systems Global

6 unchanged sentences

Operating income (loss) $ 17,784 $ 423 $ ( 6,835 ) $ 11,372

Three Months Ended June 30, 2020

Three Months Ended September 30, 2020

Electrical Systems Global

6 unchanged sentences

3,895 3,646 7,725 15,266

Goodwill and other impairment — — 150 150

Operating income (loss) $ 12,223 $ 4,772 $ ( 8,102 ) $ 8,893

Six Months Ended June 30, 2021

Nine Months Ended September 30, 2021

System Global

6 unchanged sentences

Operating income (loss) $ 51,205 $ 10,950 $ ( 19,051 ) $ 43,104

Six Months Ended June 30, 2020

Nine Months Ended September 30, 2020

Electrical Global

10 unchanged sentences

Items reported in inventories consisted of the following:

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Raw materials $ 112,876 $ 65,334

2 unchanged sentences

Inventories $ 146,469 $ 91,247

Inventories increased by $ 55.2 million from December 31, 2020 to September 30, 2021 due to cost inflation, customer schedule volatility, and supply chain issues.

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

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Land and buildings $ 32,628 $ 30,305

5 unchanged sentences

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

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Compensation and benefits $ 18,297 $ 15,877

1 unchanged sentence

Accrued freight 6,835 2,556

Taxes payable 3,767 4,057

Contingent Consideration 4,288 4,870

Taxes payable 3,804 4,057

Other 9,768 13,460

Accrued liabilities and other $ 52,070 $ 50,056

Subsequent Event

On November 1, 2021, the Company's Board of Directors approved a restructuring program to align the Company's cost structure to support margin expansion.

The program includes workforce reductions and footprint optimization across segments.

We expect the restructuring cost to be between $ 4.0 million to $ 6.0 million for the entire program.

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