What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-03-06 compared with 2022-03-02 · 160 added, 168 removed, 989 unchanged (25% of the section changed)

7 unchanged sentences

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2022, 2021 and 2020

Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Cash Flows for the years e3nded December 31, 2022, 2021 and 2020

Notes to Consolidated Financial Statements

25 unchanged sentences

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.

As discussed in Note 2 to the consolidated financial statements, revenue is recognized when a performance obligation has been satisfied and control of a product 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.

1 unchanged sentence

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

of customer billing data.

Specialized skills and knowledge were needed to test the IT systems used for the processing and recording of revenue.

3 unchanged sentences

This included controls over the IT systems and automated and manual process level controls related to the processing and recording of revenue.

We performed a software-assisted data analysis to assess certain relationships among revenue transactions.

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.

106 unchanged sentences

Share-based compensation expense — — — 3,460 — — 3,460

Cumulative effect of adoption of Topic 842 — — — — ( 72 ) — ( 72 )

Total comprehensive income — — — — 15,778 1,521 17,299

Total comprehensive income (loss) — — — — ( 37,049 ) 944 ( 36,105 )

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

7 unchanged sentences

Share-based compensation expense — — — 5,805 — — 5,805

Total comprehensive income (loss) — — — — 23,732 2,568 26,300

Total comprehensive income — — — — ( 21,971 ) 10,888 ( 11,083 )

Balance - December 31, 2022 32,826,852 $ 328 $ ( 14,514 ) $ 261,371 $ ( 95,595 ) $ ( 31,550 ) $ 120,040

12 unchanged sentences

Noncash amortization of debt financing costs 350 1,008 1,929

Pension plan settlement 9,202 — —

Payment in kind interest expense — 2,254 5,431

3 unchanged sentences

Loss on extinguishment of debt 921 7,155 —

Settlement of derivative contract 3,900 — —

Change in other operating items:

9 unchanged sentences

Proceeds from disposal/sale of property, plant and equipment — 87 722

Payments for acquisition of business — — ( 34,000 )

Net cash used in investing activities ( 19,710 ) ( 17,566 ) ( 6,420 )

28 unchanged sentences

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.

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

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

2 unchanged sentences

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 primarily manufacture customized products to meet the requirements of our customer.

We believe our products are used by a majority of the North American Commercial Truck manufacturers, many construction vehicle original equipment manufacturers ("OEMs"), parts and service dealers, distributors, as well as 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.

more specifically, Vehicle Solutions, Electrical Systems, Aftermarket & Accessories and Industrial Automation.

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.

14 unchanged sentences

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.

Inventories - Inventories are valued at the lower of first-in, first-out basis 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.

During the years ended December 31, 2022 and 2021, we recorded an inventory charge of $ 10.4 million and zero , respectively.

The charge recorded during the year ended December 31, 2022 was primarily related to decreased demand in the Industrial Automation segment.

Inventories consisted of the following as of December 31:

40 unchanged sentences

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.

See Note 13, Other Comprehensive (Income) 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.

34 unchanged sentences

The Company does not expect the adoption of this standard to have a material impact on the Company’s Consolidated Financial Statements.

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.

Effective May 12, 2022, the Company transitioned all of its U.S.

Dollar borrowings from LIBOR to the Secured Overnight Financing Rate ("SOFR").

See Note 3, Debt for further discussion.

Revenue Recognition

21 unchanged sentences

Twelve Months Ended December 31, 2022

Vehicle Solutions Warehouse Automation Electrical Systems Aftermarket and Accessories Total

Vehicle Solutions Electrical Systems Aftermarket & Accessories Industrial Automation Total

Seats $ 286,391 $ — $ 75,824 $ — $ 362,215

1 unchanged sentence

Trim 179,910 — 5,552 — 185,462

Warehouse Automation — 162,583 — — 162,583

Industrial Automation — 520 — 72,820 73,340

Cab structures 109,268 — 1,356 — 110,624

2 unchanged sentences

Twelve Months Ended December 31, 2021

Vehicle Solutions Warehouse Automation Electrical Systems Aftermarket and Accessories Total

Vehicle Solutions Electrical Systems Aftermarket & Accessories Industrial Automation Total

Seats $ 267,580 $ — $ 55,377 $ — $ 322,957

1 unchanged sentence

Trim 154,205 — 2,555 — 156,760

Warehouse Automation — 63,559 — — 63,559

Industrial Automation — — — 162,583 162,583

Cab structures 69,749 — 7,761 — 77,510

2 unchanged sentences

Twelve Months Ended December 31, 2020

Vehicle Solutions Warehouse Automation Electrical Systems Aftermarket and Accessories Total

Vehicle Solutions Electrical Systems Aftermarket & Accessories Industrial Automation Total

Seats $ 205,232 $ — $ 58,832 $ 147 $ 264,211

1 unchanged sentence

Trim 109,450 — 2,413 — 111,863

Warehouse Automation — 1,151 — — 1,151

Industrial Automation — — — 63,559 63,559

Cab structures 46,483 — 3,298 — 49,781

2 unchanged sentences

Debt consisted of the following at December 31:

Term loan facility due 2026 $ 146,250 $ —

Revolving credit facility due 2026 49,400 —

Term loan and security agreement due 2023 — 150,950

Term loan facility $ 152,500 $ 146,250

Revolving credit facility — 49,400

Unamortized discount and issuance costs ( 63 ) ( 694 )

$ 152,437 $ 194,956

current portion, net of unamortized discount and issuance costs of $ 0.7 million and $ 1.9 million, respectively

( 9,375 ) ( 2,429 )

current portion ( 10,938 ) ( 9,375 )

Total long-term debt, net of current portion $ 141,499 $ 185,581

Credit Agreement

On April 30, 2021, the Company and certain of its subsidiaries entered into a credit agreement (the “Credit Agreement”)

between, among others, Bank of America, N.A.

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

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

1 unchanged sentence

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.

(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.

On May 12, 2022, the Company and certain of its subsidiaries entered into a second amendment (the “Amendment”) to its Credit Agreement pursuant to which the Lenders upsized the existing term loan facility to $ 175 million in aggregate principal amount and increased the revolving credit facility commitments by $ 25 million to an aggregate of $ 150 million in revolving credit facility commitments.

The Revolving Credit Facility includes a $ 10 million swing line sublimit and a $ 10 million letter of credit sublimit.

The amended 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.

Further, separate from the Company’s annual $ 35 million capital spending cap, a one-time $ 45 million capital project basket was included in the Amendment.

All other key provisions, including the $ 75 million accordion, acquisition holiday, and other baskets remain unchanged.

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 Amendment, recorded in our Consolidated Statements of Operations for the twelve months ended December 31, 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 December 31, 2022 we had no borrowings under the Revolving Credit Facility, outstanding letters of credit of $ 1.2 million and availability of $ 148.8 million.

The unamortized deferred financing fees associated with the Revolving Credit Facility were $ 1.3 million as of December 31, 2022 and December 31, 2021, and 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 outstanding letters of credit of $ 1.4 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:

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 Term Secured Overnight Financing Rate ("SOFR"), including a credit spread adjustment, 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

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

I > 3.50 to 1.00

6 unchanged sentences

0.25 % 2.25 % 2.25 % 1.25 %

IV < 1.50 to 1.00

IV < 2.00 to 1.00 but

> 1.50 to 1.00

0.20 % 2.00 % 2.00 % 1.00 %

V < 1.50 to 1.00

0.15 % 1.75 % 1.75 % 0.75 %

Guarantee and Security

8 unchanged sentences

dispose of certain assets;

make payments on certain indebtedness;

make payments on certain

indebtedness;

merge, combine with any other person or liquidate;

5 unchanged sentences

enter into certain employee benefit plans;

make acquisitions;

and other matters customarily included in senior secured loan agreements.

7 unchanged sentences

certain events of bankruptcy or insolvency;

certain Employee Retirement Income Security Act events;

certain Employee Retirement Income Securities Act events;

and a change in control of the Company.

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

The Credit Agreement includes (a) a minimum consolidated fixed charge coverage ratio of 1.20 :1.0, and (b) a maximum consolidated total leverage ratio of 3.75 :1.0 (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;

The Credit Agreement includes (a) a minimum consolidated fixed charge coverage ratio of 1.20 :1.0, and (b) a maximum consolidated total leverage ratio of 3.75 :1.0 (which will be subject to step-downs to 3.50 :1.0 at the end of the fiscal quarter ending March 31, 2023;

to 3.25 :1.0 at the end of the fiscal quarter ending June 30, 2023;

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

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, 2022.

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:

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

5.0 %, 7.5 %, 10.0 %, 12.5 % and 15.0 %.

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.

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.

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

8 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 twelve months ended December 31, 2021.

$ 3.0 million, and $ 0.5 million of other associated fees, recorded in our Consolidated Statements of Operations for the Twelve Months Ended December 31, 2021.

Intangible Assets

18 unchanged sentences

$ 36,463 $ ( 18,180 ) $ 18,283

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.

The aggregate intangible asset amortization expense was $ 3.4 million for the fiscal year ended December 31, 2022, 2021 and 2020.

The estimated intangible asset amortization expense for each of the five succeeding fiscal years ending after December 31, 2022 is $ 3.4 million for the years ending December 31, 2023, $ 2.9 million for the year ending December 31, 2024 and $ 1.4 million for the years ending December 31, 2025 through 2027.

Fair Value Measurement

5 unchanged sentences

Level 3 - Significant unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

Our financial instruments consisted of cash, accounts receivable, accounts payable, accrued liabilities, pension assets and liabilities.

Our financial instruments consist 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.

1 unchanged sentence

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.

counterparty credit risk.

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

1 unchanged sentence

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;

As of December 31, 2022, hedge contracts for transactions denominated 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.

2 unchanged sentences

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 changes in fair value are included in earnings or deferred through Accumulated other comprehensive loss, 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.

During the second quarter ended June 30, 2022, the Company entered into transactions to cash settle existing interest rate swaps and received proceeds of $ 3.9 million.

The gain on the swap settlement has been recorded in Other comprehensive income (loss) and will be recognized over the life of the settled swaps.

Following the settlement of the existing interest rate swaps, we entered into a new interest rate swap agreement to align with the SOFR rate and maturity date of the Credit Agreement.

Contingent Consideration.

3 unchanged sentences

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

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.

A payment of $ 5.0 million was made during the second quarter of 2021 based on achievement of the second EBITDA threshold, and the final payment of $ 4.8 million was made during the fourth quarter of 2022 based on achievement of the third EBITDA threshold.

As of December 31, 2022, there was no remaining Contingent Consideration obligations.

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:

3 unchanged sentences

Interest rate swap agreement $ 1,849 $ — $ 1,849 $ — $ 241 $ — $ 241 $ —

Foreign exchange contract $ 356 $ — $ 356 $ — $ — $ — $ — $ —

Interest rate swap agreement $ — $ — $ — $ — $ 498 $ — $ 498 $ —

15 unchanged sentences

Location Fair Value

Foreign exchange contracts Other assets $ 1,375 $ 1,882

Interest Rate Swap Contract Accrued liabilities and other $ 241 $ 936

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

Interest rate swap agreement Other assets $ 1,849 $ —

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

Derivative Liability

1 unchanged sentence

Location Fair Value

Interest Rate Swap Accrued liabilities and other $ 498 $ 2,080

Foreign exchange contracts Accrued liabilities and other $ 356 $ —

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

Derivative Equity

1 unchanged sentence

Location Fair Value

Foreign exchange contracts Accumulated other comprehensive loss $ 757 $ 1,441

Derivative instruments Accumulated other comprehensive (loss) income $ 3,777 $ 757

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

3 unchanged sentences

Foreign exchange contracts Cost of revenues $ 3,236 $ 2,452

Interest rate swap agreement Interest expense $ ( 9 ) $ ( 1,031 )

Interest rate swap agreements Interest expense $ ( 80 ) $ ( 9 )

Foreign exchange contracts Other (income) expense $ ( 334 ) $ 134

9 unchanged sentences

$ 152,437 $ 143,477 $ 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.

1 Presented in the Consolidated Balance Sheets as the current portion of long-term debt of $ 10.9 million and long-term debt of $ 141.5 million as of December 31, 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 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.

3 unchanged sentences

Operating lease cost $ 10,283 $ 10,082

$ 10,082 $ 11,214

Finance lease cost:

1 unchanged sentence

Interest on lease liabilities 13 27

Total finance lease cost $ 353 $ 437

Finance lease cost $ 207 $ 353

Short-term lease cost 1

Total lease expense $ 15,896 $ 16,649

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.

Includes variable lease costs, which are not significant.

55 unchanged sentences

GILTI, net of related foreign tax credit 365 39 ( 1,340 )

Pension settlement 3,394 — —

Other ( 866 ) 197 419

24 unchanged sentences

Inventories 127 103

Pension obligations — 161

Operating leases ( 7,585 ) ( 3,596 )

Other temporary differences ( 287 ) ( 315 )

Total noncurrent tax liabilities ( 8,572 ) ( 4,776 )

Net noncurrent deferred tax liabilities $ ( 8,572 ) $ ( 4,776 )

Total net deferred tax asset $ 11,298 $ 22,941

Deferred taxes are reflected in the Consolidated Balance Sheet as follows:

Net non-current deferred tax assets $ 12,275 $ 24,108

Non-current deferred tax liabilities (included in Other long-term liabilities) $ ( 977 ) $ ( 1,167 )

Total net deferred tax asset $ 11,298 $ 22,941

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.

1 unchanged sentence

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.

The Company believes that significant uncertainty exists with respect to the future realization of our U.S.

deferred tax assets and has therefore established a full valuation allowance as of December 31, 2022.

Separately, the Company reversed the valuation allowance on its U.K.

deferred tax assets as it believes that the weight of the positive evidence, including the cumulative income position in the three most recent years and forecasts for a sustained level of future taxable income, was sufficient to overcome the weight of the negative evidence during the year ended December 31, 2022.

During 2022, we recorded an additional valuation allowance of $ 24.5 million primarily related to establishing a full valuation allowance on our U.S.

deferred tax assets, and released $ 11.8 million in valuation allowances, $ 9.9 million of which related to the deferred tax assets of our U.K.

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.

12 unchanged sentences

As of December 31, 2022, we had $ 5.0 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

resulting from the U.S.

foreign tax credit carryforwards, primarily attributable to the deemed repatriation of the accumulated untaxed earnings of our foreign subsidiaries resulting from the U.S.

Utilization of these credits may be limited if the Company does not generate sufficient U.S.

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The credits begin to expire in 2027.

We have established valuation allowances for all foreign tax credits that we believe are more likely than not to expire before they can be utilized.

As of December 31, 2022, we had $ 1.7 million of research and development tax credit carryforwards related to our U.S.

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The credits begin to expire in 2032.

We have established valuation allowances for all foreign tax credits that we believe are more likely than not to expire before they can be utilized.

As of December 31, 2022, cash of $ 31.7 million was held by foreign subsidiaries.

26 unchanged sentences

Contingent Consideration — 4,409

Warranty Costs 1,433 1,490

Other 11,268 7,197

8 unchanged sentences

and United Kingdom.

Each of the plans are frozen to new participants and to

additional service credits earned.

Each of the plans are frozen to new participants and to additional service credits earned.

In December 2018, we consolidated the U.S.

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.

During the year ended December 31, 2022, the Company settled its U.S.

Pension Plan liabilities through lump-sum payments and purchase of an annuity contract.

The lump-sum payments of $ 4.4 million and the annuity contract totaling $ 25.2 million were paid out of plan assets and resulted in an $ 9.2 million non-cash settlement charge, which was recorded in Other comprehensive income in the Consolidated Statements of Comprehensive Income (Loss) during the year ended December 31, 2022.

The change in benefit obligation, plan assets and funded status as of December 31 is as follows:

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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.

benefit obligation includes a net gain of $ 7.8 million for the year ended December 31, 2022, which was a result of significant increase in actual interest rates as compared to the discount rate used in 2021 to estimate the total pension obligation.

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.

benefit obligation includes a net gain of $ 12.9 million for the year ended December 31, 2022 driven primarily by a significant increase in the discount rate assumption.

Amounts recognized in the Consolidated Balance Sheets at December 31 consisted of:

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Amount recognized $ 3,882 $ 2,353 $ ( 8,348 ) $ ( 9,905 )

The components of net periodic (benefit) cost for the years ended December 31 were as follows:

The components of net periodic cost (benefit) for the years ended December 31 were as follows:

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

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defined benefit plan benefits in the year ended December 31, 2022.

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:

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

Amounts Recognized in Other Comprehensive Income (Loss) - Amounts recognized in Other comprehensive income (loss), before taking into account income tax effects, at December 31 are as follows:

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

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Fixed income securities — 58 79 47 — 58 54 47

Real estate — — 9 — 25 — 9 —

Real estate and other — — — — — — 25 —

100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 %

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Identical Assets Significant

Observable Inputs Significant

Unobservable Inputs

Total Level 1 Level 2 Level 3

Observable Inputs Net Asset Value Per Share

Total Level 1 Level 2 NAV

Cash and cash equivalents $ 9,192 $ 442 $ — $ 8,750

large value 2,525 2,525 — —

large growth 2,741 2,741 — —

International blend 5,253 — 5,253 —

Emerging markets 1,717 1,717 — —

Balanced 20,239 — — 20,239

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Other 13,293 — 10,090 3,203

property 4,088 — — 4,088

Total pension fund assets $ 79,841 $ 442 $ 32,451 $ 46,948

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2028 to 2032 $ 10,032

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.

Performance Awards

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

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.

ROIC is defined as adjusted net income plus interest expense (net of tax), divided by total assets less current liabilities plus current debt.

A five -point average is used to calculate the asset denominator.

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.

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Adjusted Award Value at December 31, 2021

New grants 2,108

Forfeitures ( 513 )

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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.

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 December 31, 2022, there was approximately $ 3.3 million of unrecognized compensation expense related to non-vested share-based compensation arrangements granted under our equity incentive plans.

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As of December 31, 2022, a total of 2.3 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 2022;

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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.

Common Stock - Our authorized capital stock consists of 60,000,000 shares of common stock with a par value of $ 0.01 per share, with 32,826,852 and 32,034,592 shares were issued and outstanding as of December 31, 2022 and 2021, 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, 2022 and 2021.

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Diluted earnings (loss) per share attributable to common stockholders $ ( 0.68 ) $ 0.72 $ ( 1.20 )

For the year ended December 31, 2022, diluted earnings per share excludes 113 thousand shares, of non-vested restricted stock as the effect would have been anti-dilutive.

There were no anti-dilutive shares for the year ended December 31, 2021.

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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.

Other Comprehensive (Income) Loss

4 unchanged sentences

Net current period change ( 1,421 ) 4,576 — 3,155

Derivative instruments — — 977 977

Reclassification adjustments for losses reclassified into income — 97 — 97

Derivative instruments — — ( 684 ) ( 684 )

Balance - December 31, 2021 $ ( 20,445 ) $ ( 22,750 ) $ 757 $ ( 42,438 )

Net current period change $ ( 4,366 ) $ 11,207 $ — $ 6,841

Derivative instruments — — ( 684 ) ( 684 )

Reclassification adjustments for losses reclassified into income — 31 — 31

Derivative instruments — — 4,016 4,016

Balance - December 31, 2022 $ ( 24,811 ) $ ( 11,512 ) $ 4,773 $ ( 31,550 )

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Net actuarial gain and prior service credit 1

$ 10,936 $ 271 $ 11,207

Reclassification of actuarial loss and prior service cost to net income 31 — 31

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Reclassification of actuarial loss and prior service cost to net income 97 — 97

Net unrealized loss ( 5,042 ) 1 ( 5,041 )

Net unrealized gain 4,717 ( 44 ) 4,673

Cumulative translation adjustment ( 1,421 ) — ( 1,421 )

1 unchanged sentence

Total other comprehensive gain $ 2,398 $ 170 $ 2,568

1 Included in Net actuarial gain and prior service credit is $ 9.2 million US pension non-cash settlement charge as of December 31, 2022.

The Company reclassified to earnings all residual tax amounts relating to its pension liability during the year ended December 31, 2022 as a result of plan termination.

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:

Balance - December 31, 2019 $ 2,324

Vehicle Solutions Electrical Systems Aftermarket & Accessories Industrial Automation Corporate/Other Total

December 31, 2021 230 417 — — ( 161 ) 486

New charges 751 674 1,909 1,725 306 5,365

Payments and other adjustments ( 986 ) ( 1,091 ) ( 1,909 ) ( 1,267 ) ( 145 ) ( 5,398 )

Balance - December 31, 2020 $ 679

December 31, 2022 $ ( 5 ) $ — $ — $ 458 $ — $ 453

Vehicle Solutions Electrical Systems Aftermarket & Accessories Industrial Automation Corporate/Other Total

December 31, 2020 349 — 40 — 290 679

New charges 458 1,025 — 364 48 1,895

Payments and other adjustments ( 577 ) ( 608 ) ( 40 ) ( 364 ) ( 499 ) ( 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.

December 31, 2021 $ 230 $ 417 $ — $ — $ ( 161 ) $ 486

Of the $ 5.4 million costs incurred in the twelve months ended December 31, 2022, $ 2.5 million primarily related to headcount reductions and $ 2.8 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.

For the twelve months ended December 31, 2022, the Vehicle Solutions segment had new charges of $ 0.5 million and $ 0.3 million related to headcount and facilities, respectively.

The Electrical Systems segment had a new charges of $ 0.7 million related to headcount.

The Aftermarket & Accessories segment had new charges of $ 0.6 million and $ 1.3 million related to headcount and facilities respectively.

The Industrial

Automation segment had new charges of $ 0.5 million and $ 1.2 million related to headcount and facilities, respectively.

Corporate had a new charge of $ 0.3 million related to headcount.

Of the $ 5.4 million costs incurred, $ 4.0 million was recorded in cost of revenues and $ 1.4 million was recorded in selling, general and administrative expenses.

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 Industrial 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.

Commitments and Contingencies

27 unchanged sentences

2026 $ 24,063

2027 $ 82,498

Thereafter $ —

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.

Contemporaneously with the filing of this Form 10-K, we updated our reportable segments to rename Warehouse Automation to Industrial Automation.

We continue to report our results in four segments - Vehicle Solutions, Electrical Systems, Aftermarket & Accessories and Industrial Automation.

The segment name change did not result in any change to the composition of the Company's segments and therefore did not result in any change to historical results.

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.

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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.

• Plastic components ("Trim") primarily for the North America commercial vehicle market and power sports markets;

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

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 end markets for these products are construction, agricultural, warehouse, 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;

• Seats and components sold into the commercial vehicle channels that provide repair and refurbishing.

These channels include OES centers and retail distributors, and are spread across North America, Europe and Asia-Pacific.

• Commercial vehicle accessories including wipers, mirrors, and sensors.

• Office seats primarily in Europe and Asia-Pacific.

These products are sold both as Original Equipment and as repair products.

• Office seats primarily sold into the commercial and home office furniture distribution channels in Europe and Asia-Pacific.

The Industrial 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.

Corporate expenses consist of certain overhead and shared costs that are not directly attributable to the operations of a segment.

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For the year ended December 31, 2022

Vehicle Solutions Warehouse Automation Electrical Systems Aftermarket and Accessories Corporate/

Vehicle Solutions Electrical Systems Aftermarket & Accessories Industrial Automation Corporate/

Revenues $ 579,731 $ 180,404 $ 133,671 $ 87,747 $ — $ 981,553

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For the year ended December 31, 2021

Vehicle Solutions Warehouse Automation Electrical Systems Aftermarket and Accessories Corporate/

Vehicle Solutions Electrical Systems Aftermarket & Accessories Industrial Automation Corporate/

Revenues $ 498,913 $ 168,971 $ 115,782 $ 187,912 $ — $ 971,578

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26,959 6,213 5,889 6,106 24,239 69,406

Goodwill and other impairment 7,245 19,829 1,150 — 793 29,017

Operating income (loss) $ 23,649 $ 14,560 $ 12,091 $ 23,563 $ ( 24,282 ) $ 49,581

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For the year ended December 31, 2020

Vehicle Solutions Warehouse Automation Electrical Systems Aftermarket and Accessories Corporate/

Vehicle Solutions Electrical Systems Aftermarket & Accessories Industrial Automation Corporate/

Revenues $ 366,636 $ 141,094 $ 108,314 $ 101,655 $ — $ 717,699

1 unchanged sentence

Selling, general & administrative expenses 22,510 3,996 5,396 9,698 26,628 68,228

24,875 1,396 5,331 6,594 26,305 64,501

Goodwill and other impairment 7,245 1,150 — 19,829 793 29,017

Operating income (loss) $ 2,643 $ 7,039 $ 11,262 $ ( 16,322 ) $ ( 27,791 ) $ ( 23,169 )

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$ 981,553 $ 94,447 $ 971,578 $ 89,710 $ 717,699 $ 93,590

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.

Sales to two customers were individually in excess of 10% of total Company revenues in each of the years ended December 31, 2022, 2021 and 2020, as noted in the table below.

No other customers exceed 10% of the Company’s revenues in any period presented.

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Customer Primary Segment 2022 2021 2020

Volvo Vehicle Solutions 17 % 16 % 22 %

Customer B Warehouse Automation 17 % 9 % — %

Customer C Vehicle Solutions 12 % 14 % 17 %

Customer A Vehicle Solutions 22 % 17 % 16 %

Customer B Vehicle Solutions 12 % 12 % 14 %

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

1 unchanged sentence

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-K

Item 8. Financial Statements and Supplementary Data