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Item 1. Financial Statements

2024-08-05 compared with 2024-05-06 · 166 added, 92 removed, 468 unchanged (36% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

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

2024 2023 2024 2023

(In thousands, except per share amounts)

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Operating income 760 15,944 7,332 30,588

Other expense (income) 212 ( 202 )

Other expense 207 307 419 105

Interest expense 2,488 2,804 4,739 5,694

Income before provision for income taxes 4,109 11,956

Provision for income taxes 1,170 3,256

Net income $ 2,939 $ 8,700

Earnings per Common Share:

Income (loss) before provision for income taxes ( 1,935 ) 12,833 2,174 24,789

Provision (benefit) for income taxes ( 334 ) 2,693 836 5,949

Net income (loss) $ ( 1,601 ) $ 10,140 $ 1,338 $ 18,840

Earnings (loss) per Common Share:

Basic $ ( 0.05 ) $ 0.31 $ 0.04 $ 0.57

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended March 31,

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

2024 2023 2024 2023

(In thousands)

Net income $ 2,939 $ 8,700

Net income (loss) $ ( 1,601 ) $ 10,140 $ 1,338 $ 18,840

Other comprehensive income (loss):

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Other comprehensive income (loss) ( 5,663 ) 100 ( 6,657 ) 4,140

Comprehensive income $ 1,945 $ 12,740

Comprehensive income (loss) $ ( 7,264 ) $ 10,240 $ ( 5,319 ) $ 22,980

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

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CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

(In thousands, except share and per share amounts)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands)

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Other operating activities, net ( 11,605 ) 6,935

Net cash (used in) provided by operating activities ( 2,356 ) 58

Net cash provided by operating activities 10,232 11,522

CASH FLOWS FROM INVESTING ACTIVITIES:

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Borrowings under revolving credit facility 24,500 20,000

Repayment of revolving credit facility ( 17,500 ) ( 11,000 )

Surrender of shares to pay withholding taxes ( 20 ) ( 788 )

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Balance - March 31, 2023 32,991,468 $ 330 $ ( 15,278 ) $ 263,142 $ ( 86,895 ) $ ( 27,510 ) $ 133,789

Share-based compensation expense 101,524 — ( 24 ) ( 245 ) — — ( 269 )

Total comprehensive income — — — — 10,140 100 10,240

Balance - June 30, 2023 33,092,992 $ 330 $ ( 15,302 ) $ 262,897 $ ( 76,755 ) $ ( 27,410 ) $ 143,760

Balance - December 31, 2023 33,322,535 $ 333 $ ( 16,150 ) $ 265,217 $ ( 46,184 ) $ ( 30,284 ) $ 172,932

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Balance - March 31, 2024 33,325,973 $ 333 $ ( 16,152 ) $ 265,881 $ ( 43,245 ) $ ( 31,278 ) $ 175,539

Share-based compensation expense 117,991 1 ( 18 ) 1,349 — — 1,332

Total comprehensive loss — — — — ( 1,601 ) ( 5,663 ) ( 7,264 )

Balance - June 30, 2024 33,443,964 $ 334 $ ( 16,170 ) $ 267,230 $ ( 44,846 ) $ ( 36,941 ) $ 169,607

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

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Revenue Recognition

We had outstanding customer accounts receivable, net of allowances, of $ 145.1 million as of March 31, 2024 and $ 133.9 million as of December 31, 2023.

We had outstanding customer accounts receivable, net of allowances, of $ 138.7 million as of June 30, 2024 and $ 133.9 million as of December 31, 2023.

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

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

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Vehicle Solutions Electrical Systems Aftermarket and Accessories Industrial Automation Total

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Total $ 140,904 $ 50,152 $ 33,860 $ 4,990 $ 229,906

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

Vehicle Solutions Electrical Systems Aftermarket and Accessories Industrial Automation Total

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Total $ 152,730 $ 63,625 $ 36,829 $ 9,010 $ 262,194

Six Months Ended June 30, 2024

Vehicle Solutions Electrical Systems Aftermarket and Accessories Industrial Automation Total

Seats $ 129,693 $ — $ 32,279 $ — $ 161,972

Electrical wire harnesses, panels and assemblies 1,229 105,947 6,418 9,034 122,628

Plastic & Trim components 82,008 — 3,975 — 85,983

Industrial Automation — — — 258 258

Cab structures 63,325 — 1,067 — 64,392

Mirrors, wipers and controls 2,559 — 24,182 — 26,741

Total $ 278,814 $ 105,947 $ 67,921 $ 9,292 $ 461,974

Six Months Ended June 30, 2023

Vehicle Solutions Electrical Systems Aftermarket and Accessories Industrial Automation Total

Seats $ 147,886 $ — $ 37,878 $ — $ 185,764

Electrical wire harnesses, panels and assemblies — 118,373 7,769 9,845 135,987

Plastic & Trim components 94,951 — 4,346 — 99,297

Industrial Automation — — — 8,912 8,912

Cab structures 65,718 — 1,565 — 67,283

Mirrors, wipers and controls 4,760 — 22,900 — 27,660

Total $ 313,315 $ 118,373 $ 74,458 $ 18,757 $ 524,903

Debt consisted of the following:

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Term loan facility $ 135,000 $ 141,563

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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”).

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.

At March 31, 2024, we had $ 17.5 million of borrowings under the Revolving Credit Facility, outstanding letters of credit of $ 1.1 million and availability of $ 131.4 million.

Combined with availability under our China Credit Facility (described below) of approximately $ 11.1 million, total consolidated availability was $ 142.5 million at March 31, 2024.

The unamortized deferred financing fees associated with the Revolving Credit Facility of $ 0.9 million and $ 1.0 million as of March 31, 2024 and December 31, 2023, respectively, are being amortized over the remaining life of the Credit Agreement.

On July 30, 2024, the Company and certain of its subsidiaries, as guarantors, entered into an Amendment No.

3, which amends the Credit Agreement.

Amendment No.3 amends the terms of the existing Credit Agreement to limit the mandatory prepayment requirements for certain specified asset dispositions of the Company and certain of its subsidiaries.

At June 30, 2024, we had $ 7.0 million of borrowings under the Revolving Credit Facility, outstanding letters of credit of $ 1.1 million and availability of $ 141.9 million.

Combined with availability under our China Credit Facility (described below) of approximately $ 11.0 million, total consolidated availability was $ 152.9 million at June 30, 2024.

The unamortized deferred financing fees associated with the Revolving Credit Facility of $ 0.8 million and $ 1.0 million as of June 30, 2024 and December 31, 2023, respectively, are being amortized over the remaining life of the Credit Agreement.

At December 31, 2023, we had no borrowings under the Revolving Credit Facility and we had outstanding letters of credit of $ 1.2 million.

Covenants and other terms

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 was subject to step-down 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 ending on and after September 30, 2023).

We were in compliance with these covenants as of March 31, 2024.

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 3.00 :1.0.

We were in compliance with these covenants as of June 30, 2024.

Repayment and prepayment

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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.

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

See Note 15, Commitments and Contingencies, for the future minimum principal payments due on long-term debt for the next five years.

Foreign Facility

In the quarter ended March 31, 2023, we established a credit facility in China consisting of a line of credit which is subject to annual renewal (the "China Credit Facility").

China Credit Facility was renewed in the quarter ended December 31, 2023, with availability of approximately $ 11.3 million (denominated in the local currency).

We utilize the China Credit Facility to meet local working capital demands, fund letters of credit and bank guarantees, and support other short-term cash requirements in our China operations.

We had no outstanding borrowings under the China Credit Facility as of March 31, 2024 and December 31, 2023.

At March 31, 2024, we had $ 11.1 million (denominated in the local currency and this amount varies based on the currency conversion rate) of availability under the China Credit Facility.

During the quarter ended March 31, 2023, we established a credit facility in China consisting of a line of credit which is subject to annual renewal (the "China Credit Facility").

The China Credit Facility was renewed during the quarter ended December 31, 2023, with availability of approximately $ 11.3 million (denominated in the local currency).

We utilize the China Credit Facility to meet local working capital demands, fund letters of credit and bank guarantees, and support other short-term cash requirements of our China operations.

We had no outstanding borrowings under the China Credit Facility as of June 30, 2024 and December 31, 2023.

At June 30, 2024, we had $ 11.0 million (denominated in the local currency and this amount varies based on the currency conversion rate) of availability under the China Credit Facility.

Cash Paid for Interest

For the three months ended March 31, 2024 and 2023, cash payments for interest were $ 2.9 million and $ 3.2 million, respectively.

For the six months ended June 30, 2024 and 2023, cash payments for interest were $ 6.0 million and $ 6.6 million, respectively.

Intangible Assets

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Amount Accumulated

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$ 28,113 $ ( 20,370 ) $ 7,743 $ 35,737 $ ( 24,515 ) $ 11,222

The aggregate intangible asset amortization expense was $ 0.8 million for the three months ended March 31, 2024 and 2023.

The aggregate intangible asset amortization expense was $ 0.7 million and $ 0.9 million for the three months ended June 30, 2024 and 2023, respectively.

The aggregate intangible asset amortization expense was $ 1.5 million and $ 1.7 million for the six months ended June 30, 2024 and 2023 respectively.

Fair Value Measurement

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair value is estimated by applying the following hierarchy, which

prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities.

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

To manage our risk for transactions denominated in Mexican Pesos and Czech Crown, we have entered into forward exchange contracts that are designated as cash flow hedge instruments, which are recorded in the Condensed Consolidated Balance Sheets at fair value.

manage our risk for transactions denominated in Mexican Pesos and Czech Crown, we have entered into forward exchange contracts that are designated as cash flow hedge instruments, which are recorded in the Condensed Consolidated Balance Sheets at fair value.

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

As of March 31, 2024, hedge contracts for transactions denominated in Czech Crown were not designated as a hedging instruments;

As of June 30, 2024, hedge contracts for transactions denominated in 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 Condensed Consolidated Balance Sheets with the offsetting gains and losses recognized in other (income) expense and recognized in cost of revenues in the period the related hedge transactions are settled in the Condensed Consolidated Statements of Operations.

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

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

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Interest rate swap agreement $ 1,889 $ — $ 1,889 $ — $ 1,073 $ — $ 1,073 $ —

Foreign exchange contract designated as hedging instruments $ 1,704 $ — $ 1,704 $ — $ — $ — $ — $ —

Foreign exchange contract not designated as hedging instruments $ 216 $ — $ 216 $ — $ 304 $ — $ 304 $ —

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Equivalent U.S.

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Location Fair Value

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Foreign exchange contract designated as hedging instruments Other current assets $ 120 $ 1,179

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Location Fair Value

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Foreign exchange contract designated as hedging instruments Accrued liabilities and other $ 1,548 $ —

Foreign exchange contract designated as hedging instruments Other long-term liabilities $ 156 $ —

Foreign exchange contracts not designated as hedging instruments Accrued liabilities and other $ 213 $ 304

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Location Fair Value

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Foreign exchange contracts designated as hedging instruments Accumulated other comprehensive loss $ ( 796 ) $ 1,354

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

Three Months Ended March 31,

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

2024 2023 2024 2023

Location of Gain (Loss) on Derivatives

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

Recognized in Income (Loss)

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Amount Fair Value Carrying

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Revolving credit facility $ 7,000 $ 7,000 $ — $ —

Presented in the Condensed Consolidated Balance Sheets as the current portion of long-term debt of $ 16.4 million and long-term debt of $ 139.3 million as of March 31, 2024 and current portion of long-term debt of $ 15.3 million and long-term debt of $ 126.2 million as of December 31, 2023.

Presented in the Condensed Consolidated Balance Sheets as the current portion of long-term debt of $ 17.5 million and long-term debt of $ 117.5 million as of June 30, 2024 and current portion of long-term debt of $ 15.3 million and long-term debt of $ 126.2 million as of December 31, 2023.

The components of lease expense are as follows:

Three Months Ended March 31,

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

2024 2023 2024 2023

Operating lease cost

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Short-term lease cost

1,264 1,994 2,195 3,925

Total lease expense $ 4,137 $ 4,408 $ 7,777 $ 8,734

Supplemental balance sheet information related to leases is as follows:

Balance Sheet Location March 31, 2024 December 31, 2023

Balance Sheet Location June 30, 2024 December 31, 2023

Operating Leases

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Total finance lease liabilities $ 154 $ 215

Cash payments on operating leases were $ 2.7 million for the three months ended March 31, 2024 and 2023.

Cash payments on operating leases were $ 5.2 million and $ 4.7 million for the six months ended June 30, 2024 and 2023 respectively.

Anticipated future lease costs, which are based in part on certain assumptions to approximate annual rental commitments under non-cancelable leases, are as follows:

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Present value of lease liabilities $ 33,160 $ 154 $ 33,314

For three months ended March 31, 2024, we recorded a $ 1.2 million tax provision, or 28 % effective tax rate for the period, compared to a $ 3.3 million, or 27 % effective tax rate for the three months ended March 31, 2023.

We recorded a $ 0.3 million tax benefit, or 17 % effective tax rate for the three months ended June 30, 2024, and $ 0.8 million tax provision, or 38 % effective tax rate for the six months ended June 30, 2024, compared to a $ 2.7 million tax provision, or 21 % effective tax rate for the three months ended June 30, 2023, and $ 5.9 million tax provision, or 24 % effective tax rate for the six months ended June 30, 2023.

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.

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To the extent that actual 2024 pretax results for U.S.

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

expense recognized in 2024 could be different from the forecasted amount used to estimate the income tax expense for the three months ended March 31, 2024.

For the three months ended March 31, 2024 and 2023, cash paid for taxes, net of refunds received, were $ 1.9 million and $ 2.0 million, respectively.

and foreign income or loss vary from estimates, the actual income tax expense recognized in 2024 could be different from the forecasted amount used to estimate the income tax expense for the three and six months ended June 30, 2024.

For the six months ended June 30, 2024 and 2023, cash paid for taxes, net of refunds received, were $ 3.6 million and $ 5.9 million, respectively.

Pension and Other Post-Retirement Benefit Plans

The components of net periodic (benefit) cost related to pension and other post-retirement benefit plans is as follows:

Three Months Ended March 31,

Three Months Ended June 30,

Interest cost $ 347 $ 358

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Net cost $ 244 $ 256

Six months ended June 30,

Interest cost $ 696 $ 705

Expected return on plan assets ( 632 ) ( 602 )

Amortization of prior service cost 26 25

Recognized actuarial loss 399 377

Net cost $ 489 $ 505

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

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Adjusted Award Value at December 31, 2023 $ 1,901

New grants 3,002

Forfeitures ( 88 )

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Payments ( 324 )

Adjusted Award Value at March 31, 2024 $ 1,588

Unrecognized compensation expense was $ 4.2 million and $ 5.0 million as of March 31, 2024 and 2023, respectively.

Adjusted Award Value at June 30, 2024 $ 1,304

Unrecognized compensation expense was $ 2.0 million and $ 5.2 million as of June 30, 2024 and 2023, respectively.

Share-Based Compensation

The company's outstanding share-based compensation is comprised solely of restricted stock awards and performance stock awards to be settled in stock.

As of March 31, 2024, there was approximately $ 7.8 million of unrecognized compensation expense related to non-vested share-based compensation arrangements granted under our equity incentive plans.

As of June 30, 2024, there was approximately $ 5.7 million of unrecognized compensation expense related to non-vested share-based compensation arrangements granted under our equity incentive plans.

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

A summary of the status of our restricted stock awards as of March 31, 2024 and changes during the three months ended March 31, 2024, are presented below:

A summary of the status of our restricted stock awards as of June 30, 2024 and changes during the six months ended June 30, 2024, are presented below:

(in thousands) Weighted-

Nonvested - December 31, 2023 591 $ 7.66

Granted 490 6.15

Vested ( 126 ) 9.00

Forfeited ( 43 ) 6.92

Nonvested - March 31, 2024 559 $ 7.67

As of March 31, 2024, a total of 2.0 million shares were available for future grants from the shares authorized for award under our 2020 Equity Incentive Plan, including cumulative forfeitures.

Nonvested - June 30, 2024 912 $ 6.70

As of June 30, 2024, a total of 1.4 million shares were available for future grants from the shares authorized for award under our 2020 Equity Incentive Plan, 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, 33,325,973 and 33,322,535 shares were issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.

Preferred Stock — Our authorized capital stock also consists of 5,000,000 shares of preferred stock with a par value of $ 0.01 per share, with no preferred shares outstanding as of March 31, 2024 and December 31, 2023.

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

Diluted earnings (loss) per share presented is determined by dividing net income by the weighted average number of common shares and potential common shares outstanding during the period as determined by the treasury stock method.

of which, 33,443,964 and 33,322,535 shares were issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.

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

Diluted earnings (loss) per share presented is determined by dividing net income (loss) by the weighted average number of common shares and potential common shares outstanding during the period as determined by the treasury stock method.

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

Diluted earnings per share for the three months ended March 31, 2024 and 2023 includes the effect of potential common shares issuable when dilutive, and is as follows:

Three Months Ended March 31,

Net income $ 2,939 $ 8,700

Diluted earnings per share for the three and six months ended June 30, 2024 and 2023 includes the effect of potential common shares issuable when dilutive, and is as follows:

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

2024 2023 2024 2023

Net income (loss) $ ( 1,601 ) $ 10,140 $ 1,338 $ 18,840

Weighted average number of common shares outstanding (in '000s) 33,393 33,051 33,359 32,960

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Dilutive shares outstanding 33,393 33,429 33,834 33,312

Basic earnings per share $ 0.09 $ 0.26

Diluted earnings per share $ 0.09 $ 0.26

There were 408 thousand outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the three months ended March 31, 2024 and 134 thousand outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the three months ended March 31, 2023.

Basic earnings (loss) per share $ ( 0.05 ) $ 0.31 $ 0.04 $ 0.57

Diluted earnings (loss) per share $ ( 0.05 ) $ 0.30 $ 0.04 $ 0.57

There were 367 thousand outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the three months ended June 30, 2024 and no outstanding restricted shares awarded were excluded from the calculation of diluted earnings per share for the three months ended June 30, 2023.

There were 405 thousand outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the six months ended June 30, 2024 and 11 thousand outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the six months ended June 30, 2023.

Other Comprehensive Income (Loss)

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Amounts reclassified into earnings — 213 ( 1,798 ) ( 1,585 )

Balance - March 31, 2024 $ ( 25,786 ) $ ( 12,363 ) $ 6,871 $ ( 31,278 )

Balance - June 30, 2024 $ ( 27,083 ) $ ( 12,754 ) $ 2,896 $ ( 36,941 )

currency translation adjustment Pension and

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Amounts reclassified into earnings — 206 ( 2,700 ) ( 2,494 )

Balance - March 31, 2023 $ ( 22,254 ) $ ( 11,372 ) $ 6,116 $ ( 27,510 )

Balance - June 30, 2023 $ ( 23,305 ) $ ( 11,519 ) $ 7,414 $ ( 27,410 )

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

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024 Six Months Ended June 30, 2024

Amount Tax Expense After Tax Amount Before Tax

Amount Tax Expense After Tax Amount

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Total other comprehensive income (loss) $ ( 7,064 ) $ 1,401 $ ( 5,663 ) $ ( 7,218 ) $ 561 $ ( 6,657 )

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023 Six Months Ended June 30, 2023

Amount Tax Expense After Tax

Amount Before Tax

Amount Tax Expense After Tax

Net current period change

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Total other comprehensive income (loss) $ 675 $ ( 575 ) $ 100 $ 5,184 $ ( 1,044 ) $ 4,140

As of March 31, 2024, the Company estimates that net pre-tax derivative gains of $ 5.5 million included in Accumulated other

comprehensive income (loss) will be reclassified into earnings within the next 12 months.

As of June 30, 2024, the Company estimates that net pre-tax derivative gains of $ 0.8 million included in Accumulated other comprehensive income (loss) will be reclassified into earnings within the next 12 months.

Cost Reduction and Manufacturing Capacity Rationalization

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March 31, 2024 $ 128 $ — $ — $ — $ 607 $ 735

New charges 3,236 1,379 197 116 — 4,928

Payments and other adjustments ( 3,240 ) ( 1,379 ) ( 197 ) ( 116 ) ( 97 ) ( 5,029 )

June 30, 2024 $ 124 $ — $ — $ — $ 510 $ 634

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

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March 31, 2023 $ — $ — $ — $ 711 $ — $ 711

Of the $ 1.9 million costs incurred in the three months ended March 31, 2024 for restructuring, $ 1.5 million related to headcount reductions and $ 0.4 million related to facility exit and other;

New charges 340 — — 378 — 718

Payments and other adjustments ( 340 ) — — ( 391 ) — ( 731 )

June 30, 2023 $ — $ — $ — $ 698 $ — $ 698

Of the $ 4.9 million costs incurred in the three months ended June 30, 2024 for restructuring, $ 4.5 million related to headcount reductions and $ 0.4 million related to facility exit and other;

$ 4.7 million were recorded in cost of revenue and $ 0.2 million were recorded in selling, general and administrative expenses.

Of the $ 6.8 million costs incurred in the six months ended June 30, 2024 for restructuring, $ 6.0 million primarily related to headcount reductions and $ 0.8 million related to facility exit and other;

$ 6.4 million were recorded in cost of revenues and $ 0.4 million were recorded in selling, general and administrative expenses.

Commitments and Contingencies

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

As of March 31, 2024, our equipment leases did not provide for any material guarantee of a specified portion of residual values.

As of June 30, 2024, 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.

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

As of March 31, 2024 and 2023, we had no such guarantees.

As of June 30, 2024 and 2023, 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.

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

These amounts, as they relate to the periods ended March 31, 2024 and December 31, 2023, are included within accrued liabilities and other in the accompanying Condensed Consolidated Balance Sheets.

These amounts, as they relate to the periods ended June 30, 2024 and December 31, 2023, are included within accrued liabilities and other in the accompanying Condensed Consolidated Balance Sheets.

On July 24, 2023, one of our customers issued a voluntary safety recall related to certain wiper system components supplied by us.

To the extent a loss occurs that is attributed to us, we believe that we have reasonable levels of insurance coverage to

mitigate recall exposure risk.

To the extent a loss occurs that is attributed to us, we believe that we have reasonable levels of insurance coverage to mitigate recall exposure risk.

It is reasonably possible that we will incur additional losses and fees above the amount accrued for warranty claims but we cannot estimate a range of such reasonably possible losses or fees related to these claims at this time.

There are no assurances, however, that settlements reached and/or adverse judgments received, if any, will not exceed amounts normally accrued.

The following presents a summary of the warranty provision for the three months ended March 31, 2024:

The following presents a summary of the warranty provision for the six months ended June 30, 2024:

Balance - December 31, 2023 $ 1,458

1 unchanged sentence

Deduction for payments made and other adjustments ( 1,114 )

Balance - March 31, 2024 $ 1,326

Balance - June 30, 2024 $ 1,186

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.

16 unchanged sentences

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

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

and Cab structures for the North American medium-duty/heavy-duty ("MD/HD") truck market.

The Electrical Systems segment designs, manufactures and sells the following products:

3 unchanged sentences

• 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.

These channels include Original Equipment Service ("OES") centers and retail distributors, and are spread across North America, Europe and Asia-Pacific.

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

8 unchanged sentences

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

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

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

3 unchanged sentences

Operating income (loss) $ 5,077 $ 507 $ 4,454 $ ( 1,015 ) $ ( 8,263 ) $ 760

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

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

4 unchanged sentences

Operating income (loss) $ 14,135 $ 7,659 $ 5,526 $ ( 2,061 ) $ ( 9,315 ) $ 15,944

Six Months Ended June 30, 2024

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

Revenues $ 278,814 $ 105,947 $ 67,921 $ 9,292 $ — $ 461,974

Gross profit 27,785 7,721 12,886 ( 748 ) — 47,644

Selling, general & administrative expenses 12,357 5,202 3,900 2,262 16,591 40,312

Operating income (loss) $ 15,428 $ 2,519 $ 8,986 $ ( 3,010 ) $ ( 16,591 ) $ 7,332

Six Months Ended June 30, 2023

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

Revenues $ 313,315 $ 118,373 $ 74,458 $ 18,757 $ — $ 524,903

Gross profit 40,374 18,643 15,015 ( 422 ) — 73,610

Selling, general & administrative expenses 12,847 4,914 3,913 2,501 18,847 43,022

Operating income (loss) $ 27,527 $ 13,729 $ 11,102 $ ( 2,923 ) $ ( 18,847 ) $ 30,588

Other Financial Information

Items reported in inventories consisted of the following:

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Raw materials $ 100,277 $ 98,371

3 unchanged sentences

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Land and buildings $ 34,636 $ 34,072

5 unchanged sentences

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Compensation and benefits $ 20,754 $ 23,659

Operating lease liabilities 7,434 7,502

Taxes payable 6,163 5,018

Customer tooling projects 3,775 1,303

Accrued freight 3,034 2,679

Taxes payable 2,932 5,018

Accrued legal and professional fees 1,688 1,535

2 unchanged sentences

Accrued liabilities and other $ 49,557 $ 52,562

Subsequent Event

On July 31, 2024, the Company and SVO, LLC ("Buyer") entered into a purchase agreement to sell its cab structures business with operations in Kings Mountain, North Carolina.

Under the terms of the purchase agreement, Buyer will purchase substantially all of the assets of the Company's business of manufacturing and assembling structured products, including cabs for medium and heavy-duty vehicles, at its facility in Kings Mountain, North Carolina.

The agreement is subject to the satisfaction of customary closing conditions and is expected to close in the second half of 2024.

In connection with entering into the purchase agreement, the parties contemplate entering into a negotiated transition services agreement.

Pursuant to the terms of the purchase agreement, net proceeds of the transaction are expected to be $ 40 million, subject to adjustment for any variance of the actual value of inventory at closing from the estimated inventory value.

The majority of the proceeds from the transaction will be used for debt paydown and other general corporate purposes.

Upon closing of the transaction, the Company expects to record a gain on sale in the range of $ 25 million to $ 30 million.

As a result of the proposed transaction, we expect our Kings Mountain business to be presented as a discontinued operation in the third quarter of 2024, its net assets classified as held for sale, and certain prior period amounts retrospectively revised to reflect these changes.

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