Commercial Vehicle Group, Inc. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Documents Filed as Part of this Annual Report on Form 10-K Page Report of Independent Registered Public Accounting Firm 36 Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019 38 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2021, 2020 and 2019 39 Consolidated Balance Sheets as of December 31, 2021 and 2020 40 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2021, 2020 and 2019 41 Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019 42 Notes to Consolidated Financial Statements 43 Item 15 - Exhibits 77 35 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors Commercial Vehicle Group, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Commercial Vehicle Group, Inc. and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes to the consolidated financial statements (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 1, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Testing of revenue As discussed in Note 2 to the consolidated financial statements, revenue is recognized when a performance obligation has been satisfied and control of products has been transferred to the customer, usually at a designated shipping point and in accordance with customer specifications. Revenue is measured based on the amount of consideration the Company expects to receive in exchange for the transfer of goods or services. For the year ended December 31, 2021, the Company recorded $971.6 million of revenue. We identified the testing of revenue as a critical audit matter due to the large volume of data and the number and complexity of the revenue accounting systems. While revenues consist of a large number of similar, individually low value transactions, the processing and recording of revenue is reliant upon multiple information technology (IT) systems used to process large volumes 36 Table of Contents of customer billing data. Specialized skills and knowledge were needed to test the IT systems used for the processing and recording of revenue. The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over revenue. We evaluated the design and tested the operating effectiveness of certain internal controls related to the processing and recording of revenue. This included controls over the IT systems and automated and manual process level controls related to the processing and recording of revenue. For a selection of transactions, we (1) compared the amount of revenue recorded to a combination of Company internal data, executed contracts, and/or other relevant and reliable third-party data, including cash received from customers and (2) evaluated the timing of revenue recognition based on the shipment date. In addition, we involved IT professionals with specialized skills and knowledge, who assisted in the identification and testing of certain IT systems used by the Company for the processing and recording of revenue. We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of the audit effort. /s/ KPMG LLP We have served as the Company’s auditor since 2012. Columbus, Ohio March 1, 2022 37 Table of Contents COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31, 2021, 2020 and 2019 2021 2020 2019 (In thousands, except per share amounts) Revenues $ 971,578 $ 717,699 $ 901,238 Cost of revenues 852,591 643,623 796,101 Gross profit 118,987 74,076 105,137 Selling, general and administrative expenses 69,406 68,228 64,501 Goodwill and other impairment — 29,017 — Operating income (loss) 49,581 ( 23,169 ) 40,636 Other (income) expense ( 878 ) 728 2,225 Interest expense 11,179 20,603 16,855 Loss on extinguishment of debt 7,155 — — Income (loss) before provision for income taxes 32,125 ( 44,500 ) 21,556 Provision (benefit) for income taxes 8,393 ( 7,451 ) 5,778 Net income (loss) $ 23,732 $ ( 37,049 ) $ 15,778 Earnings (loss) per common share Basic $ 0.75 $ ( 1.20 ) $ 0.52 Diluted $ 0.72 $ ( 1.20 ) $ 0.51 Weighted average shares outstanding Basic 31,501 30,943 30,602 Diluted 32,790 30,943 30,823 The accompanying notes are an integral part of these consolidated financial statements. 38 Table of Contents COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Years Ended December 31, 2021, 2020 and 2019 2021 2020 2019 (In thousands) Net income (loss) $ 23,732 $ ( 37,049 ) $ 15,778 Other comprehensive income (loss): Foreign currency translation adjustments ( 1,421 ) 5,008 ( 1,185 ) Change in defined benefit plans, net of tax 4,673 ( 5,041 ) 2,738 Derivative instruments, net of tax ( 684 ) 977 ( 32 ) Other comprehensive income 2,568 944 1,521 Comprehensive income (loss) $ 26,300 $ ( 36,105 ) $ 17,299 The accompanying notes are an integral part of these consolidated financial statements. 39 Table of Contents COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2021 and 2020 2021 2020 ASSETS (in thousands, except share and per share amounts) Current assets: Cash $ 34,958 $ 50,503 Accounts receivable, net of allowances of $ 243 and $ 644 , respectively 174,472 151,101 Inventories 141,045 91,247 Other current assets 20,201 17,686 Total current assets 370,676 310,537 Property, plant and equipment, net of accumulated depreciation of $ 172,536 and $ 159,026 , respectively 63,126 62,776 Operating lease right-of-use asset, net 26,116 30,047 Intangible assets, net of accumulated amortization of $ 18,180 and $ 14,831 , respectively 18,283 21,804 Deferred income taxes, net 24,108 25,981 Other assets 5,384 3,228 TOTAL ASSETS $ 507,693 $ 454,373 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 101,915 $ 112,402 Current operating lease liabilities 9,048 9,236 Accrued liabilities and other 41,792 40,820 Current portion of long-term debt 9,375 2,429 Total current liabilities 162,130 164,887 Long-term debt 185,581 144,147 Long-term operating lease liabilities 18,519 23,932 Pension and other post-retirement liabilities 9,905 15,296 Other long-term liabilities 4,905 10,741 Total liabilities 381,040 359,003 Stockholders’ equity: Preferred stock, $ 0.01 par value ( 5,000,000 shares authorized; no shares issued and outstanding) — — Common stock, $ 0.01 par value ( 60,000,000 shares authorized; 32,034,592 and 31,249,811 shares issued and outstanding, respectively) 321 313 Treasury stock, at cost: 1,708,981 and 1,560,623 shares, respectively ( 13,172 ) ( 11,893 ) Additional paid-in capital 255,566 249,312 Retained deficit ( 73,624 ) ( 97,356 ) Accumulated other comprehensive loss ( 42,438 ) ( 45,006 ) Total stockholders’ equity 126,653 95,370 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 507,693 $ 454,373 The accompanying notes are an integral part of these consolidated financial statements. 40 Table of Contents COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Years Ended December 31, 2021, 2020 and 2019 Common Stock Treasury Stock Additional Paid-In Capital Retained Deficit Accumulated Other Comprehensive Loss Total CVG Stockholders’ Equity Shares Amount (In thousands, except share data ) Balance - December 31, 2018 30,512,843 $ 318 $ ( 10,245 ) $ 243,007 $ ( 76,013 ) $ ( 47,471 ) $ 109,596 Issuance of restricted stock 418,553 5 — — — — 5 Surrender of common stock by employees ( 130,141 ) — ( 985 ) — — — ( 985 ) Share-based compensation expense — — — 2,845 — — 2,845 Cumulative effect of adoption of Topic 842 — — — — ( 72 ) — ( 72 ) Total comprehensive income — — — — 15,778 1,521 17,299 Balance - December 31, 2019 30,801,255 $ 323 $ ( 11,230 ) $ 245,852 $ ( 60,307 ) $ ( 45,950 ) $ 128,688 Issuance of restricted stock 544,787 ( 10 ) — — — — ( 10 ) Surrender of common stock by employees ( 96,231 ) — ( 663 ) — — — ( 663 ) Share-based compensation expense — — — 3,460 — — 3,460 Total comprehensive income — — — — ( 37,049 ) 944 ( 36,105 ) Balance - December 31, 2020 31,249,811 $ 313 $ ( 11,893 ) $ 249,312 $ ( 97,356 ) $ ( 45,006 ) $ 95,370 Issuance of restricted stock 933,139 8 — — — — 8 Surrender of common stock by employees ( 148,358 ) — ( 1,279 ) — — — ( 1,279 ) Share-based compensation expense — — — 6,254 — — 6,254 Total comprehensive income (loss) — — — — 23,732 2,568 26,300 Balance - December 31, 2021 32,034,592 $ 321 $ ( 13,172 ) $ 255,566 $ ( 73,624 ) $ ( 42,438 ) $ 126,653 The accompanying notes are an integral part of these consolidated financial statements. 41 Table of Contents COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2021, 2020 and 2019 2021 2020 2019 (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 23,732 $ ( 37,049 ) $ 15,778 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 18,495 18,493 15,514 Impairment expense — 29,017 — Noncash amortization of debt financing costs 1,008 1,929 1,393 Payment in kind interest expense 2,254 5,431 — Shared-based compensation expense 6,254 3,460 2,843 Deferred income taxes 2,078 ( 12,129 ) 1,562 Noncash loss (gain) on forward exchange contracts ( 788 ) 299 1,972 Loss on extinguishment of debt 7,155 — — Change in other operating items: Accounts receivable ( 23,569 ) ( 34,284 ) 18,815 Inventories ( 50,283 ) ( 6,828 ) 9,495 Prepaid expenses ( 1,910 ) 2,896 ( 1,793 ) Accounts payable ( 11,570 ) 48,046 ( 24,261 ) Accrued liabilities 4,438 8,650 ( 3,525 ) Other operating activities, net ( 7,126 ) 6,441 ( 1,047 ) Net cash (used in) provided by operating activities ( 29,832 ) 34,372 36,746 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment ( 17,653 ) ( 7,142 ) ( 24,002 ) Proceeds from disposal/sale of property, plant and equipment 87 722 23 Payments for acquisition of business — — ( 34,000 ) Net cash used in investing activities ( 17,566 ) ( 6,420 ) ( 57,979 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings under term loan facility 150,000 — — Repayment of term loan facility ( 3,750 ) — — Repayment of 2023 term loan facility principal ( 152,654 ) ( 14,375 ) ( 8,525 ) Borrowings under revolving credit facility 86,200 — — Repayment of revolving credit facility ( 36,800 ) — — Borrowings under ABL revolving credit facility 11,300 15,000 35,700 Repayment of ABL revolving credit facility ( 11,300 ) ( 15,000 ) ( 35,700 ) Surrender of common stock by employees ( 1,279 ) ( 663 ) ( 985 ) Debt extinguishment payments and early payment fees on debt ( 3,031 ) — — Debt issuance and amendment costs ( 2,333 ) ( 2,779 ) ( 160 ) Contingent consideration payment ( 5,000 ) ( 1,000 ) — Other financing activities, net ( 342 ) ( 445 ) ( 443 ) Net cash provided by ( used in) financing activities 31,011 ( 19,262 ) ( 10,113 ) EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH 842 2,302 ( 56 ) NET INCREASE (DECREASE) IN CASH ( 15,545 ) 10,992 ( 31,402 ) CASH: Beginning of period 50,503 39,511 70,913 End of period $ 34,958 $ 50,503 $ 39,511 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ 8,460 $ 12,193 $ 13,873 Cash paid for income taxes, net $ 4,109 $ 2,483 $ 8,774 Unpaid purchases of property and equipment included in accounts payable $ 1,063 $ 131 $ 624 The accompanying notes are an integral part of these consolidated financial statements. 42 Table of Contents COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Years Ended December 31, 2021, 2020 and 2019 1. Significant Accounting Policies Organization - Commercial Vehicle Group, Inc. and its subsidiaries is a global provider of systems, assemblies and components to the global commercial vehicle market, the electric vehicle market, and the warehouse automation markets. References herein to the "Company", "CVG", "we", "our", or "us" refer to Commercial Vehicle Group, Inc. and its subsidiaries. We have manufacturing operations in the United States, Mexico, China, United Kingdom, Belgium, Czech Republic, Ukraine, Thailand, India and Australia. Our products are primarily sold in North America, Europe, and the Asia-Pacific region. We primarily manufacture customized products to meet the requirements of our customers. We believe our trucking products are used by a majority of the North American Commercial Truck markets, many construction vehicle original equipment manufacturers (“OEMs”), and top e-commerce retailers. We report our financial results by business segment; more specifically, Vehicle Solutions, Warehouse Automation, Electrical Systems and Aftermarket & Accessories. In the quarter ended December 31, 2021, we completed a strategic reorganization of our operations into four segments, As a result of the strategic reorganization, the prior period segment information has been reclassified to conform to the new organization structure. The Company’s Chief Operating Decision Maker (“CODM”), its President and Chief Executive Officer, reviews financial information for these four reportable segments and makes decisions regarding the allocation of resources based on these segments. See Note 17, Segment Reporting, for more information. Unless otherwise indicated, all amounts in the tables below are in thousands, except share and per share amounts. Principles of Consolidation - The accompanying consolidated financial statements include the accounts of our wholly-owned or controlled subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ materially from those estimates. Certain prior period amounts have been reclassified to conform to footnote presentation for the current year. Cash - Cash consists of deposits with high credit-quality financial institutions. Accounts Receivable - Trade accounts receivable are stated at current value less allowances, which approximates fair value. We review our receivables on an ongoing basis to ensure that they are properly valued and collectible. The allowance for credit losses is used to record the estimated risk of loss related to our customers’ inability to pay. This allowance is maintained at a level that we consider appropriate based on factors that affect collectability, such as the financial health of our customers, historical trends of charge-offs and recoveries and current and expected economic market conditions. As we monitor our receivables, we identify customers that may have payment problems, and we adjust the allowance accordingly, with the offset to selling, general and administrative expense. Account balances are charged off against the allowance when recovery is considered remote. Inventories - Inventories are valued at the lower of first-in, first-out cost or market and are measured at the lower of cost or net realizable value. Inventory quantities on-hand are regularly reviewed and when necessary provisions for excess and obsolete inventory are recorded based primarily on our estimated production requirements, taking into consideration expected market volumes and future potential use. 43 Table of Contents Inventories consisted of the following as of December 31: 2021 2020 Raw materials $ 107,505 $ 65,334 Work in process 21,671 13,373 Finished goods 11,869 12,540 Total Inventory $ 141,045 $ 91,247 Property, Plant and Equipment - Property, plant and equipment are stated at cost, net of accumulated depreciation. Property, plant, and equipment, net consisted of the following as of December 31: 2021 2020 Land and buildings $ 32,012 $ 30,305 Machinery and equipment 194,828 189,939 Construction in progress 8,822 1,558 Property, plant, and equipment, gross 235,662 221,802 Less accumulated depreciation ( 172,536 ) ( 159,026 ) Property, plant and equipment, net $ 63,126 $ 62,776 For financial reporting purposes, depreciation is computed using the straight-line method over the estimated useful lives (generally 15 to 40 years for buildings and building improvements, three to 20 years for machinery and equipment, three to seven years for tools and dies, and three to five years for computer hardware and software). Expenditures for maintenance and repairs are charged to expense as incurred. Expenditures for major betterments and renewals that extend the useful lives of property, plant and equipment are capitalized and depreciated over the remaining useful lives of the asset. When assets are retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the improvements or the term of the lease, whichever is shorter. Accelerated depreciation methods are used for tax reporting purposes. Depreciation expense for property, plant and equipment for each of the years ended December 31, 2021, 2020 and 2019 was $ 15.1 million, $ 15.1 million and $ 13.6 million, respectively. We review long-lived assets for recoverability whenever events or changes in circumstances indicate that carrying amounts of an asset group may not be recoverable. Our asset groups are established by determining the lowest level of cash flows available. If the estimated undiscounted cash flows are less than the carrying amounts of such assets, we recognize an impairment loss in an amount necessary to write down the assets to fair value as estimated from expected future discounted cash flows. Estimating the fair value of these assets is judgmental in nature and involves the use of significant estimates and assumptions. We base our fair value estimates on assumptions we believe to be reasonable, but that are inherently uncertain. Leases - The Company determines if an arrangement is a lease at inception. Operating lease assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. Lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. As most leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The length of a lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options. The Company's accounting policy election is to not recognize lease assets or liabilities for leases with a term of 12 months or less. Additionally, when accounting for leases, the Company combines payments for leased assets, related services and other components of a lease. Revenue Recognition - We recognize revenue when our performance obligation has been satisfied and control of products has been transferred to a customer, which typically occurs upon shipment. Revenue is measured based on the amount of consideration we expect to receive in exchange for the transfer of goods or services. Refer to Note 2, Revenue Recognition, for our revenue recognition policies. Income Taxes - We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statements and tax basis of assets and liabilities based on enacted tax laws and rates expected to be in place when the deferred tax items are realized. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that a portion of the deferred tax assets will not be realized. We provide a valuation allowance for deferred tax assets when it is more likely than not that a portion of such deferred tax assets will not be realized. 44 Table of Contents We evaluate tax positions for recognition by determining, based on the weight of available evidence, whether it is more likely than not the position will be sustained upon audit. Any interest and penalties related to our uncertain tax positions are recognized in income tax expense. Comprehensive Income (Loss) - Comprehensive income (loss) reflects the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources including foreign currency translation, derivative instruments and pension and other post-retirement adjustments. See Note 13, Accumulated Other Comprehensive Loss, for a rollforward of activity in accumulated comprehensive loss. Fair Value of Financial Instruments - The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (i.e., inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows: Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 - Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets and inactive markets. Level 3 - Significant unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. Concentrations of Credit Risk - Financial instruments that potentially subject us to concentrations of credit risk consist primarily of accounts receivable. We sell products to various companies throughout the world in the ordinary course of business. We routinely assess the financial strength of our customers and maintain allowances for anticipated losses. As of December 31, 2021, receivables from our five top customers represented approximately 51 % of total receivables. Foreign Currency Translation - Our functional currency is the local currency. Accordingly, all assets and liabilities of our foreign subsidiaries are translated using exchange rates in effect at the end of the period; revenue and costs are translated using average exchange rates for the period. The related translation adjustments are reported in accumulated other comprehensive income (loss) in stockholders’ equity. Translation gains and losses arising from transactions denominated in a currency other than the functional currency of the entity are included in the results of operations. Foreign Currency Forward Exchange Contracts - We use forward exchange contracts to hedge certain foreign currency transaction exposures. We estimate our projected revenues and purchases in certain foreign currencies or locations and hedge a portion of the anticipated long or short position. The contracts typically run from one month to eighteen months . All forward foreign exchange contracts that are not designated as hedging instruments have been marked-to-market and the fair value of contracts recorded in the Consolidated Balance Sheets with the offsetting non-cash gain or loss recorded in our Consolidated Statements of Operations. For forward contracts that are designated as hedging instruments, the gains and losses are recorded in accumulated other comprehensive income (loss) and recognized in the Consolidated Statement of Operations when the contracts are settled. We do not hold or issue foreign exchange options or forward contracts for trading purposes. Interest Rate Swap Agreement - We use an interest rate swap agreement to fix the interest rate on a portion of our variable interest debt thereby reducing exposure to interest rate changes. The interest rate swap agreement was formally designated at inception as a hedging instrument. Therefore, changes in the fair value of the interest rate swap are recorded in accumulated other comprehensive income (loss) and recognized in the Consolidated Statement of Operations when the contracts are settled. Recently Issued Accounting Pronouncements In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU No. 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting". The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. Also, in January 2021, the FASB issued ASU No. 2021-01 "Reference Rate Reform (Topic 848): Scope", to clarify that certain provisions in Topic 848, if elected by an entity, apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. The guidance was effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into on or before December 31, 2022. The Company will apply the guidance to impacted transactions during the transition period. The Company does not expect the adoption of this standard to have a material impact on the Company’s Consolidated Financial Statements. 45 Table of Contents Accounting Pronouncements Implemented During the Year Ended December 31, 2021 In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes". The ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and otherwise clarifies and amends existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020. The Company implemented ASU 2019-12 as of January 1, 2021 and the ASU did not have a material impact on the Company's consolidated financial statements and related disclosures. In October 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-10, "Codification Improvements". The ASU updates various codification topics by clarifying and improving disclosure requirements to align with the SEC's regulations. The Company implemented ASU 2020-10 as of January 1, 2021 and the ASU did not have a material impact on the Company's consolidated financial statements and related disclosures. 2. Revenue Recognition Our products include seating systems, plastic components, cab structures, warehouse automation subsystems, electrical wire harnesses, mirrors, wipers and other accessories. We sell these products into multiple geographic regions including North America, Europe and Asia-Pacific and to multiple end markets. The nature, timing and uncertainty of recognition of revenue and associated cash flows across the varying product lines, geographic regions and customer end markets is substantially consistent. Contractual Arrangements - Revenue is measured based on terms and conditions specified in contracts or purchase orders with customers. We have long-term contracts with some customers that govern overall terms and conditions which are accompanied by purchase orders that define specific order quantities and/or price. We have many customers with which we conduct business for which the terms and conditions are outlined in purchase orders without a long-term contract. We generally do not have customer contracts with minimum order quantity requirements. Amount and Timing of Revenue Recognition - The transaction price is based on the consideration to which the Company will be entitled in exchange for transferring control of a product to the customer. This is defined in a purchase order or in a separate pricing arrangement and represents the stand-alone selling price. Our payment terms vary by customer. None of the Company's business arrangements as of December 31, 2021, contained a significant financing component. We typically do not have multiple performance obligations requiring us to allocate a transaction price. We recognize revenue at the point in time when we satisfy a performance obligation by transferring control of a product to a customer, usually at a designated shipping point and in accordance with customer specifications. Estimates are made for variable consideration resulting from quality, delivery, discounts or other issues affecting the value of revenue and accounts receivable. This amount is estimated based on historical trends and current market conditions, and only amounts deemed collectible are recognized as revenues. Other Matters - Shipping and handling costs billed to customers are recorded in revenues and costs associated with outbound freight are generally accounted for as a fulfillment cost and are included in cost of revenues. We generally do not provide for extended warranties or material customer incentives. Our customers typically do not have a general right of return for our products. We had outstanding customer accounts receivable, net of allowances, of $ 174.5 million as of December 31, 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: 46 Table of Contents Twelve Months Ended December 31, 2021 Vehicle Solutions Warehouse Automation Electrical Systems Aftermarket and Accessories Total Seats $ 267,580 $ — $ — $ 55,377 $ 322,957 Electrical wire harnesses, panels and assemblies 2,682 25,329 168,108 11,214 207,333 Trim 154,205 — — 2,555 156,760 Warehouse Automation — 162,583 — — 162,583 Cab structures 69,749 — — 7,761 77,510 Mirrors, wipers and controls 4,697 — 863 38,875 44,435 Total $ 498,913 $ 187,912 $ 168,971 $ 115,782 $ 971,578 Twelve Months Ended December 31, 2020 Vehicle Solutions Warehouse Automation Electrical Systems Aftermarket and Accessories Total Seats $ 205,232 $ 147 $ — $ 58,832 $ 264,211 Electrical wire harnesses, panels and assemblies 1,751 37,949 138,903 9,362 187,965 Trim 109,450 — — 2,413 111,863 Warehouse Automation — 63,559 — — 63,559 Cab structures 46,483 — — 3,298 49,781 Mirrors, wipers and controls 3,720 — 2,191 34,409 40,320 Total $ 366,636 $ 101,655 $ 141,094 $ 108,314 $ 717,699 Twelve Months Ended December 31, 2019 Vehicle Solutions Warehouse Automation Electrical Systems Aftermarket and Accessories Total Seats $ 291,496 $ — $ — $ 71,272 $ 362,768 Electrical wire harnesses, panels and assemblies 2,404 11,652 172,341 11,799 198,196 Trim 193,918 — 342 1,827 196,087 Warehouse Automation — 1,151 — — 1,151 Cab structures 85,885 — — 1,987 87,872 Mirrors, wipers and controls 4,286 — 5,715 45,163 55,164 Total $ 577,989 $ 12,803 $ 178,398 $ 132,048 $ 901,238 3. Debt Debt consisted of the following at December 31: 2021 2020 Term loan facility due 2026 $ 146,250 $ — Revolving credit facility due 2026 49,400 — Term loan and security agreement due 2023 — 150,950 Unamortized discount and issuance costs ( 694 ) ( 4,374 ) $ 194,956 $ 146,576 Less: current portion, net of unamortized discount and issuance costs of $ 0.7 million and $ 1.9 million, respectively ( 9,375 ) ( 2,429 ) Total long-term debt, net of current portion $ 185,581 $ 144,147 Credit Agreement On April 30, 2021, the Company and certain of its subsidiaries entered into a credit agreement (the “Credit Agreement”) 47 Table of Contents 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 December 31, 2021 we had $ 49.4 million of borrowings under the Revolving Credit Facility, outstanding letters of credit of $ 1.4 million and availability of $ 74.2 million. The unamortized deferred financing fees associated with the Revolving Credit Facility were $ 1.3 million as of December 31, 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 < 3.00 to 1.00 but > 2.00 to 1.00 0.25 % 2.75 % 2.75 % 1.75 % III < 2.00 to 1.00 but > 1.50 to 1.00 0.20 % 2.50 % 2.50 % 1.50 % 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. 48 Table of Contents 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 Security 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 (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). On October 25, 2021, the Company entered into the Amendment to the Credit Agreement. The Amendment permits the Company to engage in supply chain financing arrangements with financial institutions to cover up to $ 20.0 million in accounts receivable from customers per month. Additionally, the Amendment increased the Company’s capital expenditure investment threshold from $ 25.0 million to $ 32.0 million. We were in compliance with the covenants as of December 31, 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 beginning in the third quarter of 2021 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”). On April 30, 2021, the 2023 Term Loan Facility was fully repaid and terminated as described below. ABL 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, which governed the Company’s 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 49 Table of Contents 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 Consolidated Statements of Operations for the twelve months ended December 31, 2021. 4. Intangible Assets Our definite-lived intangible assets were comprised of the following: December 31, 2021 Weighted- Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Trademarks/tradenames 22 years $ 11,573 $ ( 5,043 ) $ 6,530 Customer relationships 15 years 14,770 ( 8,499 ) 6,271 Technical know-how 5 years 9,790 ( 4,487 ) 5,303 Covenant not to compete 5 years 330 ( 151 ) 179 $ 36,463 $ ( 18,180 ) $ 18,283 December 31, 2020 Weighted- Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Trademarks/tradenames 22 years $ 11,634 $ ( 4,681 ) $ 6,953 Customer relationships 15 years 14,881 ( 7,536 ) 7,345 Technical know-how 5 years 9,790 ( 2,529 ) 7,261 Covenant not to compete 5 years 330 ( 85 ) 245 $ 36,635 $ ( 14,831 ) $ 21,804 The aggregate intangible asset amortization expense was $ 3.4 million for the fiscal year ended December 31, 2021 and $ 3.4 million and $ 2.0 million for the fiscal years ended December 31, 2020 and 2019 respectively. The estimated intangible asset amortization expense for each of the five succeeding fiscal years ending after December 31, 2021 is $ 3.4 million for the years ending December 31, 2022 and 2023, $ 2.9 million for the year ending December 31, 2024 and $ 1.4 million for the years ending December 31, 2025 and 2026. 5. Fair Value Measurement Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 - Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. Level 3 - Significant unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. 50 Table of Contents Our financial instruments consisted of cash, accounts receivable, accounts payable, accrued liabilities, pension assets and liabilities. The carrying value of these instruments approximates fair value as a result of the short duration of such instruments or due to the variability of the interest cost associated with such instruments. Recurring Measurements Foreign Currency Forward Exchange Contracts. Our derivative assets and liabilities represent foreign exchange contracts that are measured at fair value using observable market inputs such as forward rates, interest rates, our own credit risk and counterparty credit risk. 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, Czech Crown and Ukrainian Hryvnia, we have entered into forward exchange contracts that are designated as cash flow hedge instruments, which are recorded in the 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 December 31, 2021, hedge contracts for transactions denominated in Ukrainian Hryvnia and Czech Crown were not designated as a hedging instruments; therefore, they are marked-to-market and the fair value of agreements is recorded in the 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 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 50 % of outstanding debt under the Term Loan Facility. Any changes in fair value are included in earnings or deferred through OCI, depending on the nature and effectiveness of the offset. Any ineffectiveness in a cash flow hedging relationship is recognized immediately in earnings in the consolidated statements of operations. Contingent Consideration. 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 December 31, 2021, the remaining undiscounted Contingent Consideration payment is estimated at $ 4.8 million and the fair value is $ 4.4 million, which is presented in the Consolidated Balance Sheets in accrued liabilities and other. 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 as of December 31 and are categorized as follows: December 31, 2021 December 31, 2020 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Foreign exchange contract $ 1,375 $ — $ 1,375 $ — $ 1,882 $ — $ 1,882 $ — Interest rate swap agreement $ 241 $ — $ 241 $ — $ 936 $ — $ 936 $ — Liabilities: Interest rate swap agreement $ 498 $ — $ 498 $ — $ 2,080 $ — $ 2,080 $ — Contingent Consideration $ 4,409 $ — $ — $ 4,409 $ 8,800 $ — $ — $ 8,800 51 Table of Contents Details of the changes in value for the Contingent Consideration that is measured using significant unobservable inputs (Level 3) are as follows: Amount Contingent Consideration liability balance at December 31, 2020 $ 8,800 Change in fair value 609 Payments ( 5,000 ) Contingent Consideration liability balance at December 31, 2021 $ 4,409 The following table summarizes the notional amount of our open foreign exchange contracts at December 31: 2021 2020 U.S. $ Equivalent U.S. $ Equivalent Fair Value U.S. $ Equivalent U.S. $ Equivalent Fair Value Commitments to buy or sell currencies $ 49,601 $ 48,712 $ 14,675 $ 16,558 We consider the impact of our credit risk on the fair value of the contracts, as well as the ability to execute obligations under the contract. The following table summarizes the fair value and presentation of derivatives in the Consolidated Balance Sheets at December 31 : Derivative Asset Balance Sheet Location Fair Value 2021 2020 Foreign exchange contracts Other assets $ 1,375 $ 1,882 Interest Rate Swap Contract Accrued liabilities and other $ 241 $ 936 Derivative Liability Balance Sheet Location Fair Value 2021 2020 Interest Rate Swap Accrued liabilities and other $ 498 $ 2,080 Derivative Equity Balance Sheet Location Fair Value 2021 2020 Foreign exchange contracts Accumulated other comprehensive loss $ 757 $ 1,441 The following table summarizes the effect of derivative instruments on the Consolidated Statements of Operations: 2021 2020 Location of Gain (Loss) Recognized on Derivatives Amount of Gain (Loss) Recognized in Income on Derivatives Foreign exchange contracts Cost of revenues $ 2,452 $ ( 1,811 ) Interest rate swap agreement Interest expense $ ( 9 ) $ ( 1,031 ) Foreign exchange contracts Other (income) expense $ 134 $ — We consider the impact of our credit risk on the fair value of the contracts, as well as our ability to honor obligations under the contract. 52 Table of Contents Other Fair Value Measurements The fair value of long-term debt obligations is based on a fair value model utilizing observable inputs. Based on these inputs, our long-term debt fair value as disclosed is classified as Level 2. The carrying amounts and fair values of our long-term debt obligations are as follows: December 31, 2021 December 31, 2020 Carrying Amount Fair Value Carrying Amount Fair Value Term loan and security agreement 1 $ 145,556 $ 142,265 $ — $ — Term loan and security agreement 2 $ — $ — $ 146,576 $ 144,878 Revolving Credit Facility 1 $ 49,400 $ 49,400 $ — $ — 1 Presented in the Consolidated Balance Sheets as the current portion of long-term debt of $ 9.4 million and long-term debt of $ 185.6 million as of December 31, 2021. 2 Presented in the 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. Long-lived Assets. For the year ended December 31, 2020, an impairment charge of $ 1.1 million was recognized for the Electrical Systems segment, $ 0.4 million related to an operating lease right-of-use asset and $ 0.7 million related to property, plant and equipment. Additionally, for the period ended December 31, 2020, an impairment charge of $ 0.8 million was recognized for the corporate aircraft and was based on the selling price, less selling costs, of $ 0.3 million. These impairment charges are presented in impairment expense in the Consolidated Statements of Operations. Goodwill Impairment. For the period ended December 31, 2020, an impairment charge of $ 27.1 million was recognized for goodwill and was based on the estimated fair values of goodwill for the reporting units compared to the net carrying values at March 31, 2020. The impairment charge is presented in impairment expense in the Consolidated Statements of Operations. No non-recurring fair value measurements were assessed during the period ended December 31, 2021. 6. Leases The Company leases office, warehouse and manufacturing space and certain 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. Our leases have remaining lease terms of one year to nine years , some of which include options to extend the leases for up to five years , and some of which include options to terminate the leases within one year . The components of lease expense are as follows: Twelve Months Ended December 31, 2021 2020 Operating lease cost 1 $ 10,082 $ 11,214 Finance lease cost: Amortization of right-of-use assets 326 394 Interest on lease liabilities 27 43 Total finance lease cost $ 353 $ 437 Short-term lease cost 2 6,214 4,258 Total lease expense $ 16,649 $ 15,909 1. The Company recognized accelerated lease costs of $ 1.1 million during the year ended December 31, 2020 related to the corporate research and development center. 2. Includes variable lease costs, which are not significant. 53 Table of Contents Supplemental cash flow information related to leases is as follows: Twelve Months Ended December 31, 2021 Twelve Months Ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 11,250 $ 10,571 Financing cash flows from finance leases $ 348 $ 446 Supplemental balance sheet information related to leases is as follows: Balance Sheet Location December 31, 2021 December 31, 2020 Operating Leases Right-of-use assets, net Operating lease right-of-use asset, net $ 26,116 $ 30,047 Current liabilities Current operating lease liabilities 9,048 9,236 Non-current liabilities Long-term operating lease liabilities 18,519 23,932 Total operating lease liabilities $ 27,567 $ 33,168 Finance Leases Right-of-use assets, net Other assets $ 468 $ 767 Current liabilities Accrued liabilities and other 194 293 Non-current liabilities Other long-term liabilities 272 434 Total finance lease liabilities $ 466 $ 727 Weighted Average Remaining Lease Term Operating leases 4.0 years 4.5 years Finance leases 2.9 years 3.2 years Weighted Average Discount Rate Operating leases 8.0 % 8.0 % Finance leases 4.7 % 5.1 % As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. We utilize an incremental borrowing rate, which is reflective of the specific term of the leases and economic environment of each geographic region, and apply a portfolio approach for certain machinery and equipment that have consistent terms in a specific geographic region. Anticipated future lease costs, which are based in part on certain assumptions to approximate minimum annual rental commitments under non-cancelable leases, are as follows: Year Ending December 31, Operating Financing Total 2022 $ 10,654 $ 208 $ 10,862 2023 6,724 140 6,864 2024 5,321 91 5,412 2025 4,594 49 4,643 2026 3,363 2 3,365 Thereafter 1,388 1 1,389 Total lease payments $ 32,044 $ 491 $ 32,535 Less: Imputed interest ( 4,477 ) ( 25 ) ( 4,502 ) Present value of lease liabilities $ 27,567 $ 466 $ 28,033 54 Table of Contents 7. Income Taxes Pre-tax income (loss) consisted of the following for the years ended December 31: 2021 2020 2019 Domestic $ 9,476 $ ( 55,907 ) $ 4,777 Foreign 22,649 11,407 16,779 Total $ 32,125 $ ( 44,500 ) $ 21,556 A reconciliation of income taxes computed at the statutory rates to the reported income tax provision for the years ended December 31 follows: 2021 2020 2019 Federal (benefit) provision at statutory rate $ 6,746 $ ( 9,345 ) $ 4,527 U.S./Foreign tax rate differential 696 492 393 Foreign non-deductible expenses 515 702 2,059 Foreign tax provision 739 611 793 State taxes, net of federal benefit 315 ( 1,086 ) 308 State tax rate change, net of federal benefit ( 432 ) — ( 41 ) Change in uncertain tax positions 74 71 15 Change in valuation allowance 366 2,146 ( 2,054 ) Tax credits ( 1,341 ) ( 143 ) ( 2,652 ) Share-based compensation ( 857 ) ( 15 ) ( 14 ) Executive compensation (IRC 162m) 1,128 — — Repatriation of foreign earnings 208 37 1,235 GILTI, net of related foreign tax credit 39 ( 1,340 ) 730 Other 197 419 479 (Benefit) Provision for income taxes $ 8,393 $ ( 7,451 ) $ 5,778 The provision (benefit) for income taxes for the years ended December 31 follows: 2021 2020 2019 Current Deferred Total Current Deferred Total Current Deferred Total Federal $ 46 $ 2,377 $ 2,423 $ 109 $ ( 10,975 ) $ ( 10,866 ) $ ( 205 ) $ ( 336 ) $ ( 541 ) State and local 152 ( 439 ) ( 287 ) 120 ( 559 ) ( 439 ) 214 883 1,097 Foreign 6,126 131 6,257 4,449 ( 595 ) 3,854 4,207 1,015 5,222 Total $ 6,324 $ 2,069 $ 8,393 $ 4,678 $ ( 12,129 ) $ ( 7,451 ) $ 4,216 $ 1,562 $ 5,778 55 Table of Contents A summary of deferred income tax assets and liabilities as of December 31 follows: 2021 2020 Noncurrent deferred tax assets: Amortization and fixed assets $ 7,371 $ 5,094 Inventories 3,914 2,325 Pension obligations 2,599 2,827 Warranty obligations 354 473 Accrued benefits 400 551 Operating leases 308 664 Tax credit carryforwards 7,106 6,030 Net operating loss carryforwards 14,944 17,369 Other temporary differences 5,483 7,089 Total noncurrent deferred tax assets $ 42,479 $ 42,422 Valuation allowance ( 18,371 ) ( 16,441 ) Net noncurrent deferred tax assets $ 24,108 $ 25,981 Noncurrent deferred tax liabilities: Amortization and fixed assets $ ( 968 ) $ ( 952 ) Inventories 103 115 Pension obligations — 161 Other temporary differences ( 303 ) ( 385 ) Total noncurrent tax liabilities ( 1,168 ) ( 1,061 ) Total net deferred tax asset $ 22,940 $ 24,920 We assess whether valuation allowances should be established against deferred tax assets based on consideration of all available evidence using a “more likely than not” standard. This assessment considers, among other matters, the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carryforward periods, our experience with unused tax attributes expiring and tax planning alternatives. In making such judgments, significant weight is given to evidence that can be objectively verified. During 2021, we recorded an additional valuation allowance of $ 2.5 million primarily related to the deferred tax assets of our United Kingdom subsidiary and certain U.S. federal and state tax attribute carryforwards, and released $ 0.6 million in valuation allowances primarily related to the deferred tax assets of our Luxembourg subsidiary. We expect to be able to realize the benefits of all of our deferred tax assets that are not currently offset by a valuation allowance, as discussed above. In the event that our actual results differ from our estimates or we adjust these estimates in future periods, the effects of these adjustments could materially impact our financial position and results of operations. Activity for the years ended December 31 is as follows (in thousands): 2021 2020 2019 Balance - Beginning of the year $ 16,441 $ 11,992 $ 14,665 Provisions 2,529 4,511 706 Utilizations ( 599 ) ( 62 ) ( 3,379 ) Balance - End of the year $ 18,371 $ 16,441 $ 11,992 As of December 31, 2021, the Company had net operating loss carryforwards of $ 109.9 million, of which $ 49.6 million related to foreign jurisdictions and $ 60.3 million related to U.S. state jurisdictions. The carryforward periods for these net operating losses range from five years to indefinite. Utilization of these losses is subject to the tax laws of the applicable tax jurisdiction and may be limited by the ability of certain subsidiaries to generate taxable income in the associated tax jurisdiction. We have established valuation allowances for all net operating losses that we believe are more likely than not to expire before they can be utilized. As of December 31, 2021, we had $ 3.2 million of U.S. foreign tax credit carryforwards, net of a $ 2.3 million valuation allowance, primarily attributable to the deemed repatriation of the accumulated untaxed earnings of our foreign subsidiaries 56 Table of Contents resulting from the U.S. Tax Reform. Utilization of these credits may be limited if the Company does not generate sufficient U.S. federal taxable income in future years. The credits begin to expire in 2027. As of December 31, 2021, we had $ 1.0 million of research and development tax credit carryforwards related to our U.S. operations. Utilization of these credits may be limited if the Company does not generate sufficient U.S. federal taxable income in future years. The credits begin to expire in 2032. As of December 31, 2021, cash of $ 34.6 million was held by foreign subsidiaries. During the year ended December 31, 2021, $ 5.3 million was repatriated from the Company's foreign subsidiaries. The Company had a $ 0.5 million deferred tax liability as of December 31, 2021 for the expected future income tax implications of repatriating cash from the foreign subsidiaries for which no indefinite reinvestment assertion has been made. We file federal income tax returns in the U.S. and income tax returns in various states and foreign jurisdictions. In the U.S., we are generally no longer subject to tax assessment for tax years prior to 2017. In our major non-U.S. jurisdictions including China, Czech Republic, Mexico and the United Kingdom, tax years are typically subject to examination for three to five years. As of December 31, 2021, and 2020, we provided a liability of $ 1.1 million and $ 1.0 million, respectively, for unrecognized tax benefits associated with our U.S. federal and state, and foreign jurisdictions. The majority of these unrecognized tax benefits are netted against their related non-current deferred tax assets. We accrue interest and penalties related to unrecognized tax benefits through income tax expense. We had $ 0.5 million and $ 0.5 million accrued for the payment of interest and penalties as of December 31, 2021 and December 31, 2020, respectively. Accrued interest and penalties are included in the $ 1.1 million of unrecognized tax benefits. A reconciliation of the beginning and ending amount of unrecognized tax benefits (including interest and penalties) at December 31 follows: 2021 2020 2019 Balance - Beginning of the year $ 1,006 $ 908 $ 894 Gross increase - tax positions in prior periods 75 73 70 Gross decreases - tax positions in prior periods — — ( 39 ) Lapse of statute of limitations — — ( 12 ) Currency translation adjustment 12 25 ( 5 ) Balance - End of the year $ 1,093 $ 1,006 $ 908 8. Accrued and Other Liabilities Accrued and other liabilities consisted of the following as of December 31: 2021 2020 Compensation and benefits $ 16,677 $ 15,877 Accrued freight 5,628 2,556 Taxes payable 6,391 4,057 Contingent Consideration 4,409 4,870 Other 8,687 13,460 $ 41,792 $ 40,820 9. Defined Contribution Plan, Pension and Other Post-Retirement Benefit Plans Defined Contribution Plan - We sponsor a defined contribution plan covering eligible employees. Eligible employees can contribute on a pre-tax basis to the plan. In accordance with the terms of the 401(k) plan, we elect to match a certain percentage of the participants’ contributions to the plan, as defined. We recognized expense associated with the plan of $ 4.0 million, $ 1.9 million and $ 4.6 million for the years ended December 31, 2021, 2020, and 2019, respectively. The increase in expense for the year ended December 31, 2021 as compared to the to the prior year period primarily resulted from the temporary suspension of the employer 401(k) match taken in response to the COVID-19 pandemic in the year ended December 31, 2020. Pension and Other Post-Retirement Benefit Plans - We sponsor pension and other post-retirement benefit plans that cover certain hourly and salaried employees in the U.S. and United Kingdom. Each of the plans are frozen to new participants and to 57 Table of Contents additional service credits earned. In December 2018, we consolidated the U.S. plans. Our policy is to make annual contributions to the plans to fund the minimum contributions, as required by local regulations. During the fourth quarter of the year ended December 31, 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 and settle plan liabilities through either lump sum distributions to plan participants or annuity contracts that cover vested benefits. The Company currently expects to complete the settlement of plan liabilities between the fourth quarter of 2022 and the first quarter of 2023. The change in benefit obligation, plan assets and funded status as of December 31 is as follows: U.S. Pension and Other Post-Retirement Benefit Plans Non-U.S. Pension Plan 2021 2020 2021 2020 Change in benefit obligation: Benefit obligation — Beginning of the year $ 41,218 $ 39,577 $ 53,654 $ 44,841 Service cost — — — 37 Interest cost 827 1,117 638 838 Participant contributions 1 2 — — Benefits paid ( 2,422 ) ( 2,344 ) ( 1,692 ) ( 1,820 ) Actuarial (gain) loss ( 776 ) 2,866 ( 3,595 ) 7,514 Exchange rate changes — — ( 460 ) 2,244 Benefit obligation at end of the year $ 38,848 $ 41,218 $ 48,545 $ 53,654 Change in plan assets: Fair value of plan assets — Beginning of the year $ 42,628 $ 40,045 $ 38,485 $ 34,321 Actual return on plan assets 966 4,907 1,169 3,474 Employer contributions 28 18 1,077 948 Participant contributions 1 2 — — Benefits paid ( 2,422 ) ( 2,344 ) ( 1,692 ) ( 1,820 ) Exchange rate changes — — ( 399 ) 1,562 Fair value of plan assets at end of the year 41,201 42,628 38,640 38,485 Funded status $ 2,353 $ 1,410 $ ( 9,905 ) $ ( 15,169 ) Actuarial Gain - The projected U.S. benefit obligation includes a net gain of $ 0.8 million for the year ended December 31, 2021. The gain is a result of changes in key actuarial assumptions, including the change to termination basis and demographic gain due to higher mortality experience during 2020 than expected. The projected Non-U.S. benefit obligation includes a net gain of $ 3.6 million for the year ended December 31, 2021 driven primarily by an increase in the discount rate assumption. Amounts recognized in the Consolidated Balance Sheets at December 31 consisted of: U.S. Pension and Other Post-Retirement Benefit Plans Non-U.S. Pension Plan 2021 2020 2021 2020 Noncurrent assets $ 2,479 $ 1,557 $ — $ — Current liabilities ( 126 ) ( 20 ) — — Noncurrent liabilities — ( 127 ) ( 9,906 ) ( 15,169 ) Amount recognized $ 2,353 $ 1,410 $ ( 9,906 ) $ ( 15,169 ) 58 Table of Contents The components of net periodic (benefit) cost for the years ended December 31 were as follows: U.S. Pension and Other Post-Retirement Benefit Plans Non-U.S. Pension Plan 2021 2020 2019 2021 2020 2019 Interest cost $ 827 $ 1,117 $ 1,483 $ 638 $ 838 $ 1,112 Expected return on plan assets ( 2,212 ) ( 2,075 ) ( 2,393 ) ( 1,000 ) ( 1,093 ) ( 1,117 ) Amortization of prior service cost 1 6 6 2,528 54 47 47 Recognized actuarial loss 283 283 308 953 592 531 Net periodic cost (benefit) $ ( 1,096 ) $ ( 669 ) $ 1,926 $ 645 $ 384 $ 573 1 Includes $ 2.5 million non-cash settlement charge arising from the early payout of the U.S. defined benefit plan benefits in the year ended December 31, 2020. Net periodic (benefit) cost components, not inclusive of service costs, are recognized in Other (expense) income within the Consolidated Statements of Operations. Amounts Recognized in Accumulated Other Comprehensive Income (Loss) - Amounts recognized in Accumulated other comprehensive income (loss), before taking into account income tax effects, at December 31 are as follows: U.S. Pension and Other Post-Retirement Benefit Plans Non-U.S. Pension Plan 2021 2020 2019 2021 2020 2019 Net actuarial loss $ 10,875 $ 10,689 $ 10,937 $ 13,923 $ 18,574 $ 13,783 Prior service cost 33 39 45 687 748 747 $ 10,908 $ 10,728 $ 10,982 $ 14,610 $ 19,322 $ 14,530 Other Changes in Plan Assets and Benefit Obligations Recognized in Comprehensive Income (Loss) - Amounts recognized as other changes in plan assets and benefit obligations in comprehensive income (loss), before taking into account income tax effects, for the year ended December 31 are as follows: U.S. Pension and Other Post-Retirement Plans Non-U.S. Pension Plan 2021 2020 2021 2020 Actuarial (gain) loss $ 469 $ 34 $ ( 3,717 ) $ 5,428 Amortization of actuarial (loss) gain ( 283 ) ( 283 ) ( 942 ) ( 625 ) Prior service credit ( 6 ) ( 6 ) ( 53 ) ( 11 ) Total recognized in other comprehensive income (loss) $ 180 $ ( 255 ) $ ( 4,712 ) $ 4,792 Weighted-average assumptions used to determine benefit obligations at December 31 were as follows: U.S. Pension and Other Post-Retirement Benefit Plans Non-U.S. Pension Plan 2021 2020 2021 2020 Discount rate 2.07 % 2.08 % 1.80 % 1.20 % Weighted-average assumptions used to determine net periodic benefit cost at December 31 were as follows: U.S. Pension and Other Post-Retirement Plans Non-U.S. Pension Plan 2021 2020 2019 2021 2020 2019 Discount rate 2.08 % 2.93 % 3.40 % 1.20 % 1.95 % 2.80 % Expected return on plan assets 5.34 % 5.34 % 5.34 % 2.60 % 3.30 % 3.70 % The rate of return assumptions are based on projected long-term market returns for the various asset classes in which the plans are invested, weighted by the target asset allocations. An incremental amount for active plan asset management and diversification, where appropriate, is included in the rate of return assumption. Our pension plan investment strategy is reviewed periodically, but no less frequently than annually. Due to the termination of the U.S. Pension Plan effective December 31, 2021, the related investments were reallocated to fixed income securities. 59 Table of Contents We employ a total return investment approach whereby a mix of equities, fixed income and real estate investments are intended to maximize the long-term return of plan assets taking into consideration a prudent level of risk. The intent of this strategy is to minimize plan expenses by outperforming plan liabilities over the long run. Risk tolerance is established through consideration of plan liabilities, plan funded status and corporate financial condition. The investment portfolio contains a diversified blend of equity, balanced, fixed income and real estate investments. Furthermore, equity investments are diversified across U.S. and non-U.S. stocks, as well as growth, value and large and small capitalizations. Other assets, such as real estate, are used judiciously to perhaps enhance long-term returns and to improve portfolio diversification. Derivatives may be used to gain market exposure in an efficient and timely manner; however, derivatives may not be used to leverage the portfolio beyond the market value of the underlying investments. Investment risk is measured and monitored on an ongoing basis in light of annual liability measurements, periodic asset/liability studies and quarterly investment portfolio reviews. We expect to contribute approximately $ 1.1 million to our pension plans and our other post-retirement benefit plans in 2022. Our investment allocation target for our pension plans for 2021 and our weighted-average asset allocations of our pension assets for the years ended December 31, by asset category, are as follows: Target Allocation Actual Allocations 2021 2020 2021 2020 U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. Cash and cash equivalents 21 — 1 — 21 1 1 5 Equity/Balanced securities — 53 29 52 — 52 29 49 Fixed income securities 79 47 61 48 54 47 61 46 Real estate — — 9 — 25 — 9 — 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % Our plan assets can be described as follows: Equity Securities - Includes common stocks issued by U.S., United Kingdom and other international companies, equity funds that invest in common stocks and unit linked insurance policies. Equity investments generally allow near-term (within 90 days of the measurement date) liquidity and are held in issues that are actively traded to facilitate transactions at minimum cost. Balanced Securities - Includes funds primarily invested in a mix of equity and fixed income securities where the allocations are at the discretion of the investment manager. Investments generally allow near-term (within 90 days of the measurement date) liquidity and are held in issues that are actively traded to facilitate transactions at minimum cost. Fixed Income Securities - Includes U.S. dollar-denominated and United Kingdom and other international marketable bonds and convertible debt securities as well as fixed income funds that invest in these instruments. Investments generally allow near-term liquidity and are held in issues that are actively traded to facilitate transactions at minimum cost. The fair value of fixed income securities is determined by either direct or indirect quoted market prices. When the value of assets held in separate accounts is not published, the value is based on the underlying holdings, which are primarily direct quoted market prices on regulated financial exchanges. Real Estate - Real estate provides an indirect investment into a diversified and multi-sector portfolio of property assets. The fair value of real estate investments is determined by the fund managers. The fund managers value the real estate investments via independent third-party appraisals on a periodic basis. Assumptions used to revalue the properties are updated every quarter. 60 Table of Contents The fair values of our pension plan assets by asset category and by level as described in Note 6, Fair Value Measurement, for the years ended December 31, 2021 and 2020 are as follows: December 31, 2021 Quoted Prices in Active Markets for Identical Assets Significant Observable Inputs Net Asset Value Per Share Total Level 1 Level 2 NAV Cash and cash equivalents $ 9,192 $ 442 $ — $ 8,750 Balanced 20,239 — 20,239 Fixed income securities: Corporate bonds 37,117 — 22,361 14,756 Other 13,294 — 10,091 3,203 Total pension fund assets $ 79,842 $ 442 $ 32,452 $ 46,948 December 31, 2020 Quoted Prices in Active Markets for Identical Assets Significant Observable Inputs Significant Unobservable Inputs Total Level 1 Level 2 Level 3 Cash and cash equivalents $ 2,125 $ 2,125 $ — $ — Equities: U.S. large value 2,525 2,525 — — U.S. large growth 2,741 2,741 — — International blend 5,253 — 5,253 — Emerging markets 1,717 1,717 — — Balanced 18,958 — 18,958 — Fixed income securities: Corporate bonds 40,485 — 40,485 — Other 3,221 — 3,221 — Real Estate: U.S. property 4,088 — — 4,088 Total pension fund assets $ 81,113 $ 9,108 $ 67,917 $ 4,088 The fair value of our pension plan assets measured using significant unobservable inputs (Level 3) at December 31 are as follows: 2021 2020 Beginning balance $ 4,088 $ 4,070 Actual return on assets held at reporting date — 18 Purchases, sales and settlements, net ( 4,088 ) — Ending balance $ — $ 4,088 61 Table of Contents The following table summarizes our expected future benefit payments of our pension and other post-retirement benefit plans: Year Ending December 31, Pension Plans 2022 (1) $ 40,504 2023 $ 1,822 2024 $ 1,881 2025 $ 1,846 2026 $ 1,919 2027 to 2031 $ 10,096 1. It is not practical to estimate at this time how much of the U.S. Pension Plan liabilities will be settled in 2022 or 2023; therefore, the table above assumes that all settlement occurs in 2022. 10. Performance Awards In 2020, the Company made awards, defined as cash, shares or other awards, to employees under the Commercial Vehicle Group, Inc. 2014 Equity Incentive Plan (the “2014 EIP”) and the Commercial Vehicle Group, Inc. 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 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, 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. 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. 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. These grants are accounted for as cash settlement awards for which the fair value of the award fluctuates based on the change in total shareholder return in relation to the peer group. The following table summarizes performance awards granted in the form of cash awards under the equity incentive plans: Amount Adjusted Award Value at December 31, 2020 $ 976 Forfeitures ( 309 ) Adjustments 1,218 Payments ( 651 ) Adjusted Award Value at December 31, 2021 $ 1,234 The Company generally grants performance awards in the first quarter of each year. Unrecognized compensation expense was $ 1.5 million as of December 31, 2021. 11. Share-Based Compensation The compensation expense for our share-based compensation arrangements (see Restricted Stock Awards below) was $ 6.3 million, $ 3.5 million and $ 2.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. Share-based compensation expense is included in selling, general and administrative expenses in the Consolidated Statements of Operations. 62 Table of Contents 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. Forfeitures are recorded as they occur. A participant granted restricted stock generally has all of the rights of a stockholder, unless the compensation committee determines otherwise. 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 Stock Awards Settled in Stock – 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 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 December 31, 2021, there was approximately $ 5.0 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 period listed above for each grant. A summary of the status of our restricted stock awards as of December 31, 2021 and changes during the twelve-month period ending December 31, 2021, is presented below: 2021 Shares (in thousands) Weighted- Average Grant-Date Fair Value Non-vested - beginning of year 1,263 $ 3.48 Granted 487 9.90 Vested ( 933 ) 4.82 Forfeited ( 34 ) 7.78 Non-vested - end of year 783 $ 5.68 As of December 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. We have elected to report forfeitures as they occur as opposed to estimating future forfeitures in our share-based compensation expense. Repurchase of Common Stock - We did not repurchase any of our common stock on the open market as part of a stock repurchase program during 2021; however, our employees surrendered 148 thousand shares of our common stock to satisfy tax withholding obligations on the vesting of the restricted stock awards. 12. Stockholders’ Equity Common Stock - Our authorized capital stock includes common stock of 60,000,000 shares with a par value of $ 0.01 per share, with 32,034,592 and 31,249,811 shares outstanding as of December 31, 2021 and 2020, respectively. Preferred Stock - Our authorized capital stock includes preferred stock of 5,000,000 shares with a par value of $ 0.01 per share, with no shares outstanding as of December 31, 2021 and 2020. Earnings (Loss) Per Share - Basic earnings (loss) per share is determined by dividing net income by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share presented is determined by dividing net income by the weighted average number of common shares and potential common shares outstanding during the period as determined by the treasury stock method. Potential common shares are included in the diluted earnings per share calculation when dilutive. 63 Table of Contents Diluted earnings (loss) per share for years ended December 31, 2021, 2020 and 2019 includes the effects of potential common shares when dilutive and is as follows: 2021 2020 2019 Net income (loss) attributable to common stockholders $ 23,732 $ ( 37,049 ) $ 15,778 Weighted average number of common shares outstanding 31,501 30,943 30,602 Dilutive effect of restricted stock grants after application of the treasury stock method 1,289 — 221 Dilutive shares outstanding 32,790 30,943 30,823 Basic earnings (loss) per share attributable to common stockholders $ 0.75 $ ( 1.20 ) $ 0.52 Diluted earnings (loss) per share attributable to common stockholders $ 0.72 $ ( 1.20 ) $ 0.51 There were no anti-dilutive shares for the year ended December 31, 2021. For the year ended December 31, 2020, diluted earnings (loss) per share excludes 220 thousand shares, of non-vested restricted stock as the effect would have been anti-dilutive. Dividends — We have not declared or paid any cash dividends in the past. The terms of our Credit Agreement restrict the payment or distribution of our cash or other assets, including cash dividend payments. 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 received a dividend of one Right per share of common stock. On April 15, 2021, the Company amended the rights plan. Pursuant to the amendment, the final expiration date of the Rights was advanced from June 24, 2021 to April 15, 2021. As a result of the amendment, the Rights are no longer outstanding, thereby resulting in termination of the rights plan. 13. Other Comprehensive (Income) Loss The activity for each item of accumulated other comprehensive loss is as follows: Foreign currency items Pension and Other Post-Retirement Benefit Plans Derivative Instruments Accumulated other comprehensive loss Balance - December 31, 2019 $ ( 24,032 ) $ ( 22,382 ) $ 464 $ ( 45,950 ) Net current period change 5,008 ( 4,597 ) — 411 Derivative instruments — — 977 977 Reclassification adjustments for losses reclassified into income — ( 444 ) — ( 444 ) Balance - December 31, 2020 $ ( 19,024 ) $ ( 27,423 ) $ 1,441 $ ( 45,006 ) Net current period change $ ( 1,421 ) $ 4,576 $ — $ 3,155 Derivative instruments — — ( 684 ) ( 684 ) Reclassification adjustments for losses reclassified into income — 97 — 97 Balance - December 31, 2021 $ ( 20,445 ) $ ( 22,750 ) $ 757 $ ( 42,438 ) 64 Table of Contents The related tax effects allocated to each component of other comprehensive (loss) income for the years ended December 31, 2021 and 2020 are as follows: 2021 Before Tax Amount Tax Expense After Tax Amount Retirement benefits adjustment: Net actuarial gain and prior service credit $ 4,620 $ ( 44 ) $ 4,576 Reclassification of actuarial loss and prior service cost to net income 97 — 97 Net unrealized gain 4,717 ( 44 ) 4,673 Cumulative translation adjustment ( 1,421 ) — ( 1,421 ) Derivative instruments ( 898 ) 214 ( 684 ) Total other comprehensive gain $ 2,398 $ 170 $ 2,568 2020 Before Tax Amount Tax Expense After Tax Amount Retirement benefits adjustment: Net actuarial loss and prior service credit $ ( 4,537 ) $ ( 60 ) $ ( 4,597 ) Reclassification of actuarial loss and prior service cost to net income ( 505 ) 61 ( 444 ) Net unrealized loss ( 5,042 ) 1 ( 5,041 ) Cumulative translation adjustment 5,008 — 5,008 Derivative instruments 1,419 ( 442 ) 977 Total other comprehensive gain $ 1,385 $ ( 441 ) $ 944 14. Cost Reduction and Manufacturing Capacity Rationalization 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 ("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. 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. The changes in accrued restructuring balances are as follows: Total Balance - December 31, 2019 $ 2,324 New charges 6,914 Payments and other adjustments ( 8,559 ) Balance - December 31, 2020 $ 679 New charges 1,895 Payments and other adjustments ( 2,088 ) Balance - December 31, 2021 $ 486 Substantially all of the $ 1.9 million costs incurred in the twelve months ended December 31, 2021, related to headcount reductions and none related to facility exit and other costs. More than half of the costs were incurred in the Electrical Systems segment with the remainder split between Vehicle Solutions and Warehouse Automation segments. Of the $ 1.9 million costs incurred, $ 1.2 million was recorded in cost of revenues and $ 0.7 million was recorded in selling, general and administrative expenses. 65 Table of Contents Of the $ 6.9 million costs incurred in the twelve months ended December 31, 2020, $ 3.5 million primarily related to headcount reductions and $ 3.4 million related to facility exit and other costs. The headcount reductions were primarily related to the Vehicle Solutions segment and Corporate, and the facility costs were primarily related to the Vehicle Solutions segment. Of the $ 6.9 million costs incurred, $ 4.7 million was recorded in cost of revenues and $ 2.2 million was recorded in selling, general and administrative expenses. 15. Commitments and Contingencies Leases - As disclosed in Note 6, 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 December 31, 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; where no amount within a range of estimates is more likely, the minimum is accrued. As of December 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 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. Based upon the information available to management and discussions with legal counsel, it is the opinion of management that the ultimate outcome of the various legal actions and claims that are incidental to our business are not expected to have a material adverse impact on the consolidated financial position, results of operations, equity or cash flows; however, such matters are subject to many uncertainties and the outcomes of individual matters are not predictable with any degree of assurance. Warranty - We are subject to warranty claims for products that fail to perform as expected due to design or manufacturing deficiencies. Depending on the terms under which we supply products to our customers, a customer may hold us responsible for some or all of the repair or replacement costs of defective products when the product supplied did not perform as represented. 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 years ended December 31, 2021 and 2020, are included within accrued liabilities and other in the accompanying Consolidated Balance Sheets. The following presents a summary of the warranty provision for the years ended December 31: 2021 2020 Balance - beginning of the year $ 2,041 $ 3,082 Provision for warranty claims 942 656 Deduction for payments made and other adjustments ( 1,493 ) ( 1,697 ) Balance - end of year $ 1,490 $ 2,041 Debt Payments - As disclosed in Note 3, 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. The existing long-term debt agreement matures in 2026; no payments are due thereafter: 66 Table of Contents Year Ending December 31, 2022 $ 9,375 2023 $ 13,125 2024 $ 16,875 2025 $ 20,625 2026 $ 135,650 Thereafter $ — 16. Segment Reporting In the quarter ended December 31, 2021, we completed a strategic reorganization of our operations into four segments, Vehicle Solutions, Warehouse Automation, Electrical Systems and Aftermarket & Accessories. The reorganization will allow the Company to better focus on growth opportunities, capital allocation and enhancing shareholder value. As a result of the strategic reorganization, the prior period amounts have been reclassified to conform to the new organization structure. Operating segments are defined as components of an enterprise that are evaluated regularly by the Company’s chief operating decision maker (“CODM”), which is our President and Chief Executive Officer. Each of these segments consists of a number of manufacturing facilities. Certain of our facilities manufacture and sell products through multiple segments. Our segments are more specifically described below. The Vehicle Solutions segment designs, manufactures and sells the following products: • Commercial vehicle seats for the global commercial vehicle markets including heavy duty trucks, medium duty trucks, last mile delivery trucks and vans, construction and agriculture equipment in North America, Europe and Asia-Pacific. This segment includes a portion of the company’s activities in the electric vehicle market; • Plastic components ("Trim") primarily for the North America commercial vehicle market and recreational vehicle markets; and Cab structures for the North American medium-duty/heavy-duty ("MD/HD") truck market. The Warehouse Automation segment designs, manufactures and sells the following products: • Warehouse automation subsystems including control panels, electro-mechanical assemblies, cable assemblies, and power and communication solutions. • The end markets for these products primarily include e-commerce, warehouse integration, transportation and the military/defense industry. The Electrical Systems segment designs, manufactures and sells the following products: • Cable and harness assemblies for both high and low voltage applications, control boxes, dashboard assemblies and design and engineering for these applications. • The end markets for these products are construction, agricultural, industrial, automotive (both internal combustion and electric vehicles), truck, mining, rail and the military/ defense industries in North America, Europe and Asia-Pacific. The Aftermarket & Accessories segment designs, manufactures and sells the following products: • Seats and components sold into the commercial vehicle markets in North America, Europe and Asia-Pacific; • Commercial vehicle accessories including wipers, mirrors, and sensors; and • Office seats primarily in Europe and Asia-Pacific. Corporate expenses consist of certain overhead and shared costs that are not directly attributable to the operations of a segment. 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 tables present financial information for the Company's reportable segments for the periods indicated: 67 Table of Contents For the year ended December 31, 2021 Vehicle Solutions Warehouse Automation Electrical Systems Aftermarket and Accessories Corporate/ Other Total Revenues $ 498,913 $ 187,912 $ 168,971 $ 115,782 $ — $ 971,578 Gross profit $ 50,608 $ 29,669 $ 20,773 $ 17,980 $ ( 43 ) $ 118,987 Selling, general & administrative expenses 26,959 6,106 6,213 5,889 24,239 69,406 Operating income (loss) $ 23,649 $ 23,563 $ 14,560 $ 12,091 $ ( 24,282 ) $ 49,581 Capital expenditures and other items: Capital expenditures $ 6,203 $ 4,480 $ 5,976 $ 482 $ 512 $ 17,653 Depreciation expense $ 7,911 $ 687 $ 3,550 $ 1,240 $ 1,671 $ 15,059 For the year ended December 31, 2020 Vehicle Solutions Warehouse Automation Electrical Systems Aftermarket and Accessories Corporate/ Other Total Revenues $ 366,636 $ 101,655 $ 141,094 $ 108,314 $ — $ 717,699 Gross profit $ 32,398 $ 13,205 $ 12,185 $ 16,658 $ ( 370 ) $ 74,076 Selling, general & administrative expenses 22,510 9,698 3,996 5,396 26,628 68,228 Goodwill and other impairment 7,245 19,829 1,150 — 793 29,017 Operating income (loss) $ 2,643 $ ( 16,322 ) $ 7,039 $ 11,262 $ ( 27,791 ) $ ( 23,169 ) Capital expenditures and depreciation expense: Capital expenditures $ 3,599 $ 1,288 $ 857 $ 358 $ 1,040 $ 7,142 Depreciation expense $ 7,682 $ 377 $ 3,552 $ 1,436 $ 2,012 $ 15,059 For the year ended December 31, 2019 Vehicle Solutions Warehouse Automation Electrical Systems Aftermarket and Accessories Corporate/ Other Total Revenues $ 577,989 $ 12,803 $ 178,398 $ 132,048 $ — $ 901,238 Gross profit $ 65,121 $ 1,248 $ 16,588 $ 22,252 $ ( 72 ) $ 105,137 Selling, general & administrative expenses 24,875 1,396 5,331 6,594 26,305 64,501 Operating income (loss) $ 40,246 $ ( 148 ) $ 11,257 $ 15,658 $ ( 26,377 ) $ 40,636 Capital expenditures and depreciation expense: Capital expenditures $ 13,967 $ 433 $ 6,586 $ 463 $ 2,668 $ 24,117 Depreciation expense $ 6,876 $ 49 $ 3,027 $ 1,126 $ 2,484 $ 13,562 The following table presents revenues and long-lived assets for the geographic areas in which we operate: Years Ended December 31, 2021 2020 2019 Revenues Long-lived Assets Revenues Long-lived Assets Revenues Long-lived Assets United States $ 738,937 $ 60,260 $ 536,846 $ 60,605 $ 691,224 $ 70,870 All other countries 232,641 29,450 180,853 32,985 210,014 38,568 $ 971,578 $ 89,710 $ 717,699 $ 93,590 $ 901,238 $ 109,438 68 Table of Contents Sales to A.B. Volvo and two other customers, were in excess of 10% of total Company revenues in each of the years ended December 31, 2021, 2020 and 2019, as noted in the table below. No other customers exceed 10% of the Company’s revenues in any period presented. The following table presents revenue from the above mentioned customers as a percentage of total revenue: Years Ended December 31, Customer Primary Segment 2021 2020 2019 A.B. Volvo Vehicle Solutions 17 % 16 % 22 % Customer B Warehouse Automation 17 % 9 % — % Customer C Vehicle Solutions 12 % 14 % 17 % Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There were no disagreements with our independent accountants on matters of accounting and financial disclosures or reportable events.