What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-11-02 compared with 2022-08-04 · 111 added, 89 removed, 640 unchanged (24% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

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

2022 2021 2022 2021

20 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

2022 2021 2022 2021

1 unchanged sentence

Net income $ 3,551 $ 7,511 $ 10,018 $ 21,096

Other comprehensive income (loss):

Other comprehensive loss:

Foreign currency exchange translation adjustments ( 4,493 ) ( 1,225 ) ( 9,689 ) ( 1,809 )

1 unchanged sentence

Derivative instrument, net of tax 1,838 ( 549 ) 4,011 ( 1,052 )

Other comprehensive income (loss) ( 4,688 ) 1,798 ( 1,576 ) ( 414 )

Comprehensive income (loss) $ ( 2,203 ) $ 6,893 $ 4,891 $ 13,171

Other comprehensive loss ( 3,017 ) ( 353 ) ( 4,593 ) ( 767 )

Comprehensive income $ 534 $ 7,158 $ 5,425 $ 20,329

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

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

(In thousands, except per share amounts)

38 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

(In thousands)

16 unchanged sentences

Other operating activities, net 3,169 1,266

Net cash used in operating activities ( 4,507 ) ( 24,812 )

Net cash provided by (used in) operating activities 33,794 ( 20,889 )

CASH FLOWS FROM INVESTING ACTIVITIES:

10 unchanged sentences

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

Surrender of common stock by employees ( 912 ) —

Surrender of shares to pay withholding taxes ( 966 ) ( 73 )

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

2 unchanged sentences

Other financing activities ( 166 ) ( 261 )

Net cash provided by financing activities 8,659 22,241

Net cash provided by (used in) financing activities ( 13,031 ) 16,073

EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH ( 4,483 ) ( 685 )

18 unchanged sentences

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

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

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

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

Balance - December 31, 2021 32,034,592 $ 321 $ ( 13,172 ) $ 255,566 $ ( 73,624 ) $ ( 42,438 ) $ 126,653

5 unchanged sentences

Balance - June 30, 2022 32,447,768 $ 325 $ ( 14,084 ) $ 258,384 $ ( 67,157 ) $ ( 44,014 ) $ 133,454

Share-based compensation expense 103,573 1 ( 54 ) 1,826 — — 1,773

Total comprehensive income — — — — 3,551 ( 3,017 ) 534

Balance - September 30, 2022 32,551,341 $ 326 $ ( 14,138 ) $ 260,210 $ ( 63,606 ) $ ( 47,031 ) $ 135,761

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

31 unchanged sentences

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 applies 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.

Revenue Recognition

We had outstanding customer accounts receivable, net of allowances, of $ 219.3 million as of June 30, 2022 and $ 174.5 million as of December 31, 2021.

We had outstanding customer accounts receivable, net of allowances, of $ 178.3 million as of September 30, 2022 and $ 174.5 million as of December 31, 2021.

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

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

Three Months Ended June 30, 2022

Three Months Ended September 30, 2022

Vehicle Solutions Warehouse Automation Electrical Systems Aftermarket and Accessories Total

6 unchanged sentences

Total $ 154,024 $ 14,116 $ 46,129 $ 37,143 $ 251,412

Three Months Ended June 30, 2021

Three Months Ended September 30, 2021

Vehicle Solutions Warehouse Automation Electrical Systems Aftermarket and Accessories Total

6 unchanged sentences

Total $ 117,914 $ 51,681 $ 40,085 $ 29,930 $ 239,610

Six Months Ended June 30, 2022

Nine Months Ended September 30, 2022

Vehicle Solutions Warehouse Automation Electrical Systems Aftermarket and Accessories Total

6 unchanged sentences

Total $ 436,966 $ 76,789 $ 133,350 $ 99,530 $ 746,635

Six Months Ended June 30, 2021

Nine Months Ended September 30, 2021

Vehicle Solutions Warehouse Automation Electrical Systems Aftermarket and Accessories Total

7 unchanged sentences

Debt consisted of the following:

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Term loan facility $ 172,813 $ 146,250

20 unchanged sentences

The Credit Facilities mature on May 12, 2027 (the “Maturity Date”).

The Amendment resulted in a loss on extinguishment of debt of $ 0.9 million, including $ 0.6 million non-cash write off relating to deferred financing costs and unamortized discount of the Term Loan Facility and $ 0.3 million of other fees associated with the amended debt, recorded in our Consolidated Statements of Operations for the six months ended June 30, 2022.

The Amendment resulted in a loss on extinguishment of debt of $ 0.9 million, including $ 0.6 million non-cash write off relating to deferred financing costs and unamortized discount of the Term Loan Facility and $ 0.3 million of other fees associated with the Amendment, recorded in our Consolidated Statements of Operations for the nine months ended September 30, 2022.

The proceeds of the Credit Facilities will be used, together with cash on hand of the Company, to (a) pay transaction costs, fees and expenses incurred in connection therewith and in connection with the Amended Credit Agreement and (b) for working capital and other lawful corporate purposes of the Company and its subsidiaries.

At June 30, 2022, we had $ 31.0 million of borrowings under the Revolving Credit Facility, outstanding letters of credit of $ 1.2 million and availability of $ 117.8 million.

The unamortized deferred financing fees associated with the Revolving Credit Facility of $ 1.4 million and $ 1.3 million as of June 30, 2022 and December 31, 2021, respectively, are being amortized over the remaining life of the Credit Agreement.

At September 30, 2022, we had $ 11.6 million of borrowings under the Revolving Credit Facility, outstanding letters of credit of $ 1.2 million and availability of $ 137.2 million.

The unamortized deferred financing fees associated with the Revolving Credit Facility of $ 1.3 million and $ 1.3 million as of September 30, 2022 and December 31, 2021, respectively, are being amortized over the remaining life of the Credit Agreement.

At December 31, 2021, we had $ 49.4 million of borrowings under the Revolving Credit Facility and we had outstanding letters of credit of $ 1.4 million.

2 unchanged sentences

Pricing Tier Consolidated Total

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

Leverage Ratio Commitment Fee Letter of Credit Fee Term SOFR Loans Base Rate Loans

I > 3.50 to 1.00

45 unchanged sentences

and to 3.00 :1.0 for each fiscal quarter on and after the fiscal quarter ending September 30, 2023).

We were in compliance with the covenants as of June 30, 2022.

We were in compliance with these covenants as of September 30, 2022.

Repayment and prepayment

2 unchanged sentences

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 mandatory 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.

The Credit Agreement requires mandatory prepayments from the receipt of proceeds of dispositions or debt issuance, subject to certain exceptions and the Company's 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.

9 unchanged sentences

Termination of TLS Agreement and Third ARLS Agreement

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

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

Effective on April 30, 2021, the Company issued a notice of redemption in respect of its 2023 Term Loan Facility and the ABL Revolving Credit Facility and deposited with the Bank of America, N.A., as Administrative Agent under the TLS Agreement and the Third ARLS Agreement proceeds from the Credit Facilities, together with cash on hand in an amount sufficient to discharge the Company’s obligations under the TLS Agreement and the Third ARLS Agreement and respective related agreements.

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

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

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 associated fees, recorded in our Consolidated Statements of Operations for the nine months ended September 30, 2021.

Cash Paid for Interest

For the six months ended June 30, 2022 and 2021, cash payments for interest were $ 3.5 million and $ 5.4 million, respectively.

For the nine months ended September 30, 2022 and 2021, cash payments for interest were $ 6.2 million and $ 7.0 million, respectively.

Intangible Assets

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

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Amount Accumulated

7 unchanged sentences

$ 35,810 $ ( 20,342 ) $ 15,468 $ 36,463 $ ( 18,180 ) $ 18,283

The aggregate intangible asset amortization expense was $ 0.9 million for the three months ended June 30, 2022 and 2021.

The aggregate intangible asset amortization expense was $ 1.7 million for the six months ended June 30, 2022 and 2021.

The aggregate intangible asset amortization expense was $ 0.9 million for the three months ended September 30, 2022 and 2021.

The aggregate intangible asset amortization expense was $ 2.6 million for the nine months ended September 30, 2022 and 2021.

Fair Value Measurement

13 unchanged sentences

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

As of June 30, 2022, the hedge contracts for transactions denominated in Ukrainian Hryvnia and Czech Crown were not designated as hedging instruments;

As of September 30, 2022, the hedge contracts for transactions denominated in Ukrainian Hryvnia and Czech Crown were not designated as hedging instruments;

therefore, they are marked-to-market and the fair value of the agreements is recorded in the Condensed Consolidated Balance Sheets with the offsetting gains and losses recognized in other (income) expense.

13 unchanged sentences

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

As of June 30, 2022, the remaining undiscounted Contingent Consideration payment is estimated at $ 4.8 million and the fair value is $ 4.6 million, which is presented in the Condensed Consolidated Balance Sheets in accrued liabilities and other.

As of September 30, 2022, the remaining undiscounted Contingent Consideration payment is estimated at $ 4.8 million and the fair value is $ 4.8 million, which is presented in the Condensed 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 are categorized as follows:

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

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

7 unchanged sentences

Change in fair value 341

Contingent consideration liability balance at June 30, 2022

Contingent Consideration liability balance at September 30, 2022

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

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Equivalent U.S.

6 unchanged sentences

Location Fair Value

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Foreign exchange contracts Other current assets $ 981 $ 1,375

Interest rate swap agreement Other current assets $ 389 $ —

Interest rate swap agreement Other assets, net $ 1,555 $ —

Interest rate swap agreement Accrued liabilities and other $ — $ 241

2 unchanged sentences

Location Fair Value

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Foreign exchange contracts Accrued liabilities and other $ 134 $ —

Interest rate swap agreement Other long-term liabilities $ 1,133 $ —

Interest rate swap agreement Accrued liabilities and other $ — $ 498

2 unchanged sentences

Location Fair Value

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Derivative instruments Accumulated other comprehensive (loss) income $ 4,768 $ 757

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

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

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

2022 2021 2022 2021

11 unchanged sentences

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

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Amount Fair Value Carrying

4 unchanged sentences

$ 11,588 $ 11,588 $ 49,400 $ 49,400

Presented in the Condensed Consolidated Balance Sheets as the current portion of long-term debt of $ 8.8 million and long-term debt of $ 197.2 million as of June 30, 2022 and current portion of long-term debt of $ 9.4 million and long-term debt of $ 185.6 million as of December 31, 2021.

Presented in the Condensed Consolidated Balance Sheets as the current portion of long-term debt of $ 9.8 million and long-term debt of $ 174.5 million as of September 30, 2022 and current portion of long-term debt of $ 9.4 million and long-term debt of $ 185.6 million as of December 31, 2021.

The components of lease expense are as follows:

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

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

2022 2021 2022 2021

6 unchanged sentences

Supplemental balance sheet information related to leases is as follows:

Balance Sheet Location June 30, 2022 December 31, 2021

Balance Sheet Location September 30, 2022 December 31, 2021

Operating Leases

8 unchanged sentences

Total finance lease liabilities $ 295 $ 466

For the six months ended June 30, 2022 and 2021, cash payments on operating leases were $ 5.0 million and $ 5.8 million, respectively.

For the nine months ended September 30, 2022 and 2021, cash payments on operating leases were $ 7.5 million and $ 8.5 million, respectively.

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:

9 unchanged sentences

Present value of lease liabilities $ 27,370 $ 295 $ 27,665

For the three and six months ended June 30, 2022, we recorded a $ 0.9 million and $ 2.3 million tax provision, respectively, or 26 % effective tax rate for each period, compared to a $ 1.5 million and $ 4.1 million tax provision for the three and six months ended June 30, 2021, respectively, or 23 % effective tax rate for each period.

For the three and nine months ended September 30, 2022, we recorded a $ 1.3 million, and $ 3.5 million tax provision, respectively, or 26 % effective tax rate for each period, compared to a $ 2.4 million and $ 6.5 million tax provision for the three and nine months ended September 30, 2021, respectively, or approximately 24 % effective tax rate for each period.

Income tax expense is based on an estimated annual effective tax rate, which requires management to make its best estimate of annual pretax income or loss.

1 unchanged sentence

To the extent that actual 2022 pretax results for U.S.

and foreign income or loss vary from estimates, the actual income tax expense recognized in

2022 could be different from the forecasted amount used to estimate the income tax expense for the three and six months ended June 30, 2022.

For the six months ended June 30, 2022 and 2021, cash paid for taxes, net of refunds received, were $ 3.1 million and $ 1.7 million, respectively.

and foreign income or loss vary from estimates,

the actual income tax expense recognized in 2022 could be different from the forecasted amount used to estimate the income tax expense for the three and nine months ended September 30, 2022.

We have recorded valuation allowances in prior years related to certain foreign subsidiaries due to multiple year cumulative losses.

Given the current earnings and anticipated future earnings of some of the Company's foreign locations, the Company believes there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow it to reach a conclusion that the valuation allowance on the deferred tax assets of certain foreign entities will no longer be needed.

Releasing the valuation allowance would result in the recognition of previously unrecognized deferred tax assets and a decrease to income tax expense for the period the release is recorded.

However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that the Company is able to actually achieve.

For the nine months ended September 30, 2022 and 2021, cash paid for taxes, net of refunds received, were $ 4.2 million and $ 3.1 million, respectively.

Pension and Other Post-Retirement Benefit Plans

1 unchanged sentence

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

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

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

2022 2021 2022 2021

2 unchanged sentences

Amortization of prior service cost 1

1,118 2 11 12

Recognized actuarial loss 82 70 142 239

1 unchanged sentence

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

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

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

2022 2021 2022 2021

2 unchanged sentences

Amortization of prior service cost 1

1,122 6 37 40

Recognized actuarial loss 247 210 459 721

Net (benefit) cost $ 1,327 $ ( 822 ) $ 321 $ 489

Includes $ 1.1 million non-cash settlement charge.

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

2 unchanged sentences

The plan participants were 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.

During the nine months ended September 30, 2022, the Company partially settled the U.S.

Pension Plan liabilities.

Payouts totaling $ 4.4 million were made out of plan assets and, as reflected in amortization of prior service cost in the table above, resulted in a non-cash settlement charge of $ 1.1 million, which was recorded in other expense in the Condensed Consolidated Statements of Income.

On October 3, 2022, the Company settled the remaining U.S.

Pension Plan liabilities through purchase of an annuity contract.

The contract totaling $ 25.2 million was paid out of plan assets and is expected to result in an $ 8.1 million non-cash settlement charge, which will be recognized in the three months ending December 31, 2022.

Performance Awards

6 unchanged sentences

The total amount payable as of the award's vesting date is determined based upon the number of shares allocated to a 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, ROIC performance, 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.

10 unchanged sentences

Payments ( 300 )

Adjusted Award Value at June 30, 2022 $ 1,354

Unrecognized compensation expense was $ 2.4 million and $ 2.8 million as of June 30, 2022 and 2021, respectively.

Adjusted Award Value at September 30, 2022 $ 1,242

Unrecognized compensation expense was $ 2.0 million and $ 2.3 million as of September 30, 2022 and 2021, respectively.

Share-Based Compensation

7 unchanged sentences

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

As of June 30, 2022, there was approximately $ 6.4 million of unrecognized compensation expense related to non-vested share-based compensation arrangements granted under our equity incentive plans.

As of September 30, 2022, there was approximately $ 4.2 million of unrecognized compensation expense related to non-vested share-based compensation arrangements granted under our equity incentive plans.

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

A summary of the status of our restricted stock awards as of June 30, 2022 and changes during the six months ended June 30, 2022, are presented below:

A summary of the status of our restricted stock awards as of September 30, 2022 and changes during the nine months ended September 30, 2022, are presented below:

(in thousands) Weighted-

3 unchanged sentences

Forfeited ( 50 ) 8.45

Nonvested - June 30, 2022 820 $ 7.18

As of June 30, 2022, a total of 2.9 million shares were available for future grants from the shares authorized for award under our 2020 EIP, including cumulative forfeitures.

Nonvested - September 30, 2022 683 $ 6.81

As of September 30, 2022, a total of 2.9 million shares were available for future grants from the shares authorized for award under our 2020 EIP, including cumulative forfeitures.

Stockholders’ Equity

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

of which, 32,447,768 and 32,034,592 shares were issued and outstanding as of June 30, 2022 and December 31, 2021, respectively.

of which, 32,551,341 and 32,034,592 shares were issued and outstanding as of September 30, 2022 and December 31, 2021, respectively.

Preferred Stock — Our authorized capital stock also consists of 5,000,000 shares of preferred stock with a par value of $ 0.01 per share.

No preferred shares were outstanding as of June 30, 2022 and December 31, 2021.

No preferred shares were outstanding as of September 30, 2022 and December 31, 2021.

Earnings Per Share - Basic earnings per share is determined by dividing net income by the weighted average number of common shares outstanding during the year.

1 unchanged sentence

Potential common shares are included in the diluted earnings per share calculation when dilutive.

Diluted earnings per share for the three and six months ended June 30, 2022 and 2021 includes the effect of potential common shares issuable when dilutive, and is as follows:

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

Diluted earnings per share for the three and nine months ended September 30, 2022 and 2021 includes the effect of potential common shares issuable when dilutive, and is as follows:

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

2022 2021 2022 2021

5 unchanged sentences

Diluted earnings per share $ 0.11 $ 0.23 $ 0.30 $ 0.64

There were 19 thousand outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the three months ended June 30, 2022 and no outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the three months ended June 30, 2021.

There were 21 thousand outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the six months ended June 30, 2022 and no outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the six months ended June 30, 2021.

There were 8 thousand outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the three months ended September 30, 2022 and no outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the three months ended September 30, 2021.

There were 10 thousand outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the nine months ended September 30, 2022 and no outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the nine months ended September 30, 2021.

Other Comprehensive Income (Loss)

9 unchanged sentences

Amortization of actuarial gain — 1,085 — 1,085

Balance - June 30, 2022 $ ( 25,641 ) $ ( 21,303 ) $ 2,930 $ ( 44,014 )

Balance - September 30, 2022 $ ( 30,134 ) $ ( 21,665 ) $ 4,768 $ ( 47,031 )

currency translation adjustment Pension and

7 unchanged sentences

Amortization of actuarial gain — 2,094 — 2,094

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

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

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

Three Months Ended June 30, 2022 Six Months Ended June 30, 2022

Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022

Amount Tax Expense After Tax Amount Before Tax

1 unchanged sentence

Cumulative translation adjustment $ ( 4,493 ) $ — $ ( 4,493 ) $ ( 9,689 ) $ — $ ( 9,689 )

Amortization of actuarial gain $ 1,384 $ 92 $ 1,476 $ 1,385 $ 62 $ 1,447

Amortization of actuarial gain (loss) ( 396 ) 34 ( 362 ) 989 96 1,085

Derivative instruments 2,494 ( 656 ) 1,838 5,460 ( 1,449 ) 4,011

Total other comprehensive income (loss) $ ( 2,395 ) $ ( 622 ) $ ( 3,017 ) $ ( 3,240 ) $ ( 1,353 ) $ ( 4,593 )

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

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

Amount Tax Expense After Tax

2 unchanged sentences

Cumulative translation adjustment $ ( 1,225 ) $ — $ ( 1,225 ) $ ( 1,809 ) $ — $ ( 1,809 )

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

Amortization of actuarial gain 1,308 113 1,421 1,754 340 2,094

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

6 unchanged sentences

The program includes workforce reductions and footprint optimization across segments.

We expect the restructuring cost to be between $ 4.6 million to $ 6.0 million for the entire program.

The changes in accrued restructuring balances are as follows:

7 unchanged sentences

June 30, 2022 $ 34 $ — $ — $ — $ 123 $ 157

New charges 66 136 — 445 — 647

Payments and other adjustments ( 90 ) ( 46 ) — ( 445 ) ( 123 ) ( 704 )

September 30, 2022 $ 10 $ 90 $ — $ — $ — $ 100

Vehicle Solutions Warehouse Automation Electrical Systems Aftermarket and Accessories Corporate/Other Total

4 unchanged sentences

June 30, 2021 $ 96 $ — $ — $ — $ 83 $ 179

Of the $ 1.8 million costs incurred in the three months ended June 30, 2022, $ 0.6 million primarily related to headcount reductions and $ 1.2 million related to facility exit and other costs.

Of the $ 1.8 million costs incurred, $ 1.5 million was recorded in cost of revenues and $ 0.3 million was recorded in selling, general and administrative expenses.

Of the $ 2.7 million costs incurred in the six months ended June 30, 2022, $ 0.7 million primarily related to headcount reductions and $ 2.0 million related to facility exit and other costs.

New charges $ — $ — $ — $ — $ — $ —

Payments and other adjustments $ ( 96 ) $ — $ — $ — $ ( 83 ) $ ( 179 )

September 30, 2021 $ — $ — $ — $ — $ — $ —

Of the $ 0.6 million costs incurred in the three months ended September 30, 2022, $ 0.1 million primarily related to headcount reductions and $ 0.5 million related to facility exit and other costs.

Substantially all costs incurred were recorded in cost of revenues.

Of the $ 3.4 million costs incurred in the nine months ended September 30, 2022, $ 0.9 million primarily related to headcount reductions and $ 2.5 million related to facility exit and other costs.

Of the $ 3.4 million costs incurred, $ 3.0 million was recorded in cost of revenues and $ 0.4 million was recorded in selling, general and administrative expenses.

1 unchanged sentence

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

As of June 30, 2022, our equipment leases did not provide for any material guarantee of a specified portion of residual values.

As of September 30, 2022, our equipment leases did not provide for any material guarantee of a specified portion of residual values.

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

1 unchanged sentence

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

As of June 30, 2022 and 2021, we had no such guarantees.

As of September 30, 2022 and 2021, we had no such guarantees.

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

5 unchanged sentences

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

These amounts, as they relate to the periods ended June 30, 2022 and 2021, are included within accrued liabilities and other in the accompanying Condensed Consolidated Balance Sheets.

The following presents a summary of the warranty provision for the six months ended June 30, 2022:

These amounts, as they relate to the periods ended September 30, 2022 and 2021, are included within accrued liabilities and other in the accompanying Condensed Consolidated Balance Sheets.

The following presents a summary of the warranty provision for the nine months ended September 30, 2022:

Balance - December 31, 2021 $ 1,490

1 unchanged sentence

Deduction for payments made and other adjustments ( 745 )

Balance - June 30, 2022 $ 1,175

Balance - September 30, 2022 $ 1,236

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

34 unchanged sentences

The following tables present financial information for the Company's reportable segments for the periods indicated:

Three Months Ended June 30, 2022

Three Months Ended September 30, 2022

Vehicle Solutions Warehouse Automation Electrical Systems Aftermarket and Accessories Corporate/Other Total

3 unchanged sentences

Operating income (loss) $ 9,560 $ ( 967 ) $ 5,155 $ 4,953 $ ( 9,163 ) $ 9,538

Three Months Ended June 30, 2021

Three Months Ended September 30, 2021

Vehicle Solutions Warehouse Automation Electrical Systems Aftermarket and Accessories Corporate/Other Total

4 unchanged sentences

Operating income (loss) $ 2,921 $ 8,025 $ 4,915 $ 2,349 $ ( 6,838 ) $ 11,372

Six Months Ended June 30, 2022

Nine Months Ended September 30, 2022

Vehicle Solutions Warehouse Automation Electrical Systems Aftermarket and Accessories Corporate/Other Total

3 unchanged sentences

Operating income (loss) $ 17,388 $ 4,007 $ 12,859 $ 8,705 $ ( 18,810 ) $ 24,149

Six Months Ended June 30, 2021

Nine Months Ended September 30, 2021

Vehicle Solutions Warehouse Automation Electrical Systems Aftermarket and Accessories Corporate/Other Total

6 unchanged sentences

Items reported in inventories consisted of the following:

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Raw materials $ 119,361 $ 107,505

3 unchanged sentences

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

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Land and buildings $ 32,158 $ 32,012

5 unchanged sentences

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

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Compensation and benefits $ 14,622 $ 16,677

7 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements