What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-17 compared with 2024-03-14 · 374 added, 197 removed, 935 unchanged (38% of the section changed)

9 unchanged sentences

Notes to Consolidated Financial Statements

Supplementa ry Financial Information

Item 15 - Exhibits

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

To the Stockholders and the Board of Directors

Commercial Vehicle Group, Inc.:

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generally accepted accounting principles.

Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 14, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 17, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

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We have served as the Company’s auditor since 2012.

Columbus, Ohio

Detroit, Michigan

March 17, 2025

9 unchanged sentences

Selling, general and administrative expenses 73,877 81,218 60,206

Operating income 48,060 20,144 49,581

Operating income (loss) ( 758 ) 39,873 24,821

Other (income) expense ( 2,200 ) 1,195 10,463

3 unchanged sentences

Provision (benefit) for income taxes 27,493 ( 15,203 ) 20,904

Net income (loss) from continuing operations $ ( 35,734 ) $ 43,633 $ ( 16,626 )

Net income (loss) from discontinued operations - Note 17 7,867 5,778 ( 5,345 )

Net income (loss) ( 27,867 ) 49,411 ( 21,971 )

Earnings (loss) per common share

Basic $ 1.50 $ ( 0.68 ) $ 0.75

Diluted $ 1.47 $ ( 0.68 ) $ 0.72

Basic earnings (loss) per share

Income (loss) from continuing operations $ ( 1.07 ) $ 1.32 $ ( 0.51 )

Income (loss) from discontinued operations $ 0.24 $ 0.18 $ ( 0.17 )

Diluted earning (loss) per share

Income (loss) from continuing operations $ ( 1.07 ) $ 1.30 $ ( 0.51 )

Income (loss) from discontinued operations $ 0.24 $ 0.17 $ ( 0.17 )

Weighted average shares outstanding

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Derivative instruments, net of tax ( 6,061 ) 66 4,016

Other comprehensive income 1,266 10,888 2,568

Other comprehensive income (loss) ( 13,059 ) 1,266 10,888

Comprehensive income (loss) $ ( 40,926 ) $ 50,677 $ ( 11,083 )

10 unchanged sentences

Inventories 128,224 117,267

Current assets held for sale — 15,603

Other current assets 29,763 27,678

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Intangible assets, net of accumulated amortization of $ 9,491 and $ 14,643 , respectively

11,222 14,620

Deferred income taxes, net 11,084 33,568

Noncurrent assets held for sale — 9,173

Other assets 7,479 6,049

5 unchanged sentences

Accrued liabilities and other 32,325 44,836

Current portion of long-term debt 15,313 10,938

Current portion of long-term debt and short-term debt 8,438 15,313

Current liabilities held-for-sale — 2,292

Total current liabilities 125,798 145,189

2 unchanged sentences

Pension and other post-retirement liabilities 8,143 9,196

Noncurrent liabilities held-for-sale — 31

Other long-term liabilities 5,183 5,248

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

Net loss from continuing operations for the period — — — — ( 16,626 ) — ( 16,626 )

Net loss from discontinued operation for the period — — — — ( 5,345 ) — ( 5,345 )

Total comprehensive income — — — — — 10,888 10,888

3 unchanged sentences

Share-based compensation expense — — — 3,846 — — 3,846

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

Net income from continuing operations for the period — — — — 43,633 — 43,633

Net income from discontinued operation for the period — — — — 5,778 — 5,778

Total comprehensive income — — — — — 1,266 1,266

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

2 unchanged sentences

Share-based compensation expense — — — 3,900 — — 3,900

Total comprehensive income — — — — 49,411 1,266 50,677

Net loss from continuing operations for the period — — — — ( 35,734 ) — ( 35,734 )

Net income from discontinued operation for the period — — — — 7,867 — 7,867

Total comprehensive loss — — — — — ( 13,059 ) ( 13,059 )

Balance - December 31, 2024 33,694,396 $ 337 $ ( 16,468 ) $ 269,117 $ ( 74,051 ) $ ( 43,343 ) $ 135,592

8 unchanged sentences

Net income (loss) $ ( 27,867 ) $ 49,411 $ ( 21,971 )

Adjustments to reconcile net income to net cash provided by operating activities:

Adjustments to reconcile net income to cash flows from operating activities:

Depreciation and amortization 17,384 17,630 18,181

1 unchanged sentence

Pension plan settlement — 2,942 9,202

Payment in kind interest expense — — 2,254

Shared-based compensation expense 3,900 3,846 5,805

Deferred income taxes ( 20,699 ) 12,480 2,078

Noncash gain on forward exchange contracts

( 535 ) ( 43 ) ( 788 )

Deferred income tax expense (benefit) 24,041 ( 20,699 ) 12,480

Noncash (gain) loss on derivative contracts ( 1,036 ) ( 535 ) ( 43 )

Gain on sale of assets ( 3,544 ) — —

Loss on extinguishment of debt 509 — 921

Settlement of derivative contract — 3,900 —

Settlement of derivative agreement — — 3,900

Loss on sale of Industrial Automation segment 7,856 — —

Gain on sale of Cab structures business ( 28,754 ) — —

Change in other operating items:

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Accrued liabilities ( 9,131 ) 11,078 ( 912 )

Cloud computing arrangements ( 1,755 ) ( 800 ) ( 1,004 )

Income taxes payable ( 4,716 ) ( 3,635 ) 155

Other operating activities, net ( 11,956 ) ( 5,882 ) 3,577

Net cash provided by (used in) operating activities ( 33,452 ) 38,276 68,947

38,276 68,947 ( 29,832 )

CASH FLOWS FROM INVESTING ACTIVITIES:

1 unchanged sentence

Proceeds from disposal/sale of property, plant and equipment 4,455 — —

Net cash used in investing activities ( 19,696 ) ( 19,710 ) ( 17,566 )

Proceeds from sale of business 44,961 — —

Net cash provided by (used in) investing activities 30,896 ( 19,696 ) ( 19,710 )

CASH FLOWS FROM FINANCING ACTIVITIES:

1 unchanged sentence

Repayment of term loan facility ( 56,563 ) ( 10,938 ) ( 24,375 )

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

Borrowings under revolving credit facility 89,000 25,000 65,200

Repayment of revolving credit facility ( 38,500 ) ( 25,000 ) ( 114,600 )

Borrowings under ABL revolving credit facility — — 11,300

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

Borrowings under China credit facility

5 unchanged sentences

Other financing activities, net ( 107 ) ( 155 ) ( 201 )

Net cash (used in) provided by financing activities

( 12,729 ) ( 50,091 ) 31,011

Net cash provided by (used in) financing activities ( 7,122 ) ( 12,729 ) ( 50,091 )

EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH ( 1,540 ) 172 ( 2,279 )

NET INCREASE (DECREASE) IN CASH 6,023 ( 3,133 ) ( 15,545 )

NET (DECREASE) INCREASE IN CASH ( 11,218 ) 6,023 ( 3,133 )

Beginning of period 37,848 31,825 34,958

End of period $ 26,630 $ 37,848 $ 31,825

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for interest $ 12,849 $ 9,305 $ 8,460

Cash paid for income taxes, net $ 10,889 $ 4,041 $ 4,109

Unpaid purchases of property and equipment included in accounts payable $ 1,021 $ 1,701 $ 1,063

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

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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 industrial automation markets.

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

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

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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, 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.

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

During the year ended December 31, 2024, the Company sold its cab structures business with operations in Kings Mountain, North Carolina and its Industrial Automation segment including First Source Electronics (FSE) business with operations in Elkridge, Maryland.

These divestitures represent a strategic shift in CVG's business and, in accordance with U.S.

GAAP, qualified as discontinued operations.

As a result, the operating results related to the cab structures business and Industrial Automation segment have been reflected as discontinued operations in the Consolidated Statements of Operations.

The assets and liabilities related to these divestitures were classified under a held for sale designation within the Consolidated Balance Sheets as of December 31, 2023.

See Note 17, Discontinued Operations, for additional information on the divestitures.

As a result of classifying the Industrial Automation reporting segment as a discontinued operation, CVG has three reportable segments for 2024:

Vehicle Solutions, Electrical Systems and Aftermarket & Accessories.

The financial information reported for Vehicle Solutions and Aftermarket & Accessories excludes the activity from the Kings Mountain, North Carolina facility as a result of the divestiture.

The Company’s Chief Operating Decision Maker (“CODM”), its President and Chief Executive Officer, reviews financial information for these three reportable segments and makes decisions regarding the allocation of resources based on these segments.

See Note 16, Segment Reporting, for more information.

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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 basis 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 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 year ended December 31, 2022, we recorded an inventory charge of $ 10.4 million, which was primarily related to a decreased demand in the Industrial Automation segment.

Inventories consisted of the following as of December 31:

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Depreciation expense for property, plant and equipment for each of the years ended December 31, 2024, 2023 and 2022 was $ 13.9 million, $ 13.1 million and $ 13.4 million, respectively.

For each of the years ended December 31, 2024, 2023 and 2022, unpaid purchases of property and equipment included in accounts payable were $ 1.3 million, $ 1.0 million and $ 1.7 million, respectively.

We review long-lived assets for recoverability whenever events or changes in circumstances indicate that carrying amounts of an asset group may not be recoverable.

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Income Taxes - We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns.

Deferred tax assets and liabilities are determined based on the difference between the financial statements and tax basis of assets and liabilities based on enacted tax laws and rates expected to be in place when the deferred tax items are realized.

In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that a portion of the deferred tax assets will not be realized.

Deferred tax assets and liabilities are determined based on the difference between the financial statements and tax basis of assets and liabilities using enacted tax laws and rates expected to be

in place when the deferred tax items are realized.

We recognize tax positions initially in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.

Judgment is required in estimating valuation allowances for deferred tax assets.

The realization of a deferred tax asset ultimately depends on the existence of sufficient taxable income in either the carryback or carryforward periods under tax law.

We provide a valuation allowance for deferred tax assets when it is more likely than not that a portion of such deferred tax assets will not be realized.

We evaluate tax positions for recognition by determining, based on the weight of available evidence, whether it is more likely than not the position will be sustained upon audit.

Any interest and penalties related to our uncertain tax positions are recognized in income tax expense.

In our assessment, appropriate consideration is given to all positive and negative evidence related to the realization of the deferred tax assets.

This assessment considers, among other matters, (1) the cumulative three-year income position, (2) the nature, frequency and severity of any current and cumulative losses;

(3) forecasts of future profitability;

(4) the duration of statutory carryforward periods;

(5) our experience with operating loss and tax credit carryforwards not expiring unused, and (6) tax planning alternatives.

As of December 31, 2024, the Company was in a cumulative three-year taxable loss position in the U.S.

which was given the most weight in our analysis of all positive and negative evidence when determining whether to establish a valuation allowance.

As of December 31, 2023, the Company was in a cumulative three-year taxable income position in the U.S.

which was given the most weight in our analysis of all positive and negative evidence when determining whether to reverse the previously recognized valuation allowance.

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.

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We estimate our projected revenues and purchases in certain foreign currencies or locations and hedge a portion of the anticipated long or short position.

The contracts typically run from one month to eighteen months .

The contracts typically run from one month to twelve months .

All forward foreign exchange contracts that are not designated as hedging instruments have been marked-to-market and the fair value of contracts recorded in the Consolidated Balance Sheets with the offsetting non-cash gain or loss recorded in our Consolidated Statements of Operations.

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Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2023-07, Improvements to Reportable Segment Disclosures (Topic 280).

This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss.

This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources.

The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements.

Early adoption

is also permitted.

This ASU will likely result in us including the additional required disclosures when adopted.

We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024.

In December 2023, the FASB issued ASU No.

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This ASU will result in the required additional disclosures being included in our consolidated financial statements, once adopted.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income-Expense Disaggregation (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

This ASU updates improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods.

This information is generally not presented in the financial statements today.

The ASU also requires disclosure of the total amount of selling expenses and our definition of selling expenses.

The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.

Accounting Pronouncements Implemented During the Year Ended December 31, 2024

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2023-07, Improvements to Reportable Segment Disclosures (Topic 280).

The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements.

Early adoption is also permitted.

The Company implemented ASU 2023-07 as of December 31, 2024 and amended related segment disclosures.

See Note 16, Segment Reporting.

Revenue Recognition

Our products include seating systems, plastic components, cab structures, warehouse automation subsystems, electrical wire harnesses, mirrors, wipers and other accessories.

Our products include seating systems, plastic components, electrical wire harnesses, mirrors, wipers and other accessories.

We sell these products into multiple geographic regions including North America, Europe and Asia-Pacific and to multiple end markets.

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Twelve Months Ended December 31, 2024

Vehicle Solutions Electrical Systems Aftermarket & Accessories Industrial Automation Total

Vehicle Solutions Electrical Systems Aftermarket & Accessories Total

Seats $ 245,733 $ — $ 66,194 $ 311,927

1 unchanged sentence

Plastic & Trim components 152,413 — 5,176 157,589

Industrial Automation — — — 12,642 12,642

Cab structures 117,157 — 3,153 — 120,310

Mirrors, wipers and controls 3,262 — 44,694 47,956

1 unchanged sentence

Twelve Months Ended December 31, 2023

Vehicle Solutions Electrical Systems Aftermarket & Accessories Industrial Automation Total

Vehicle Solutions Electrical Systems Aftermarket & Accessories Total

Seats $ 274,591 $ — $ 71,114 $ 345,705

1 unchanged sentence

Plastic & Trim components 186,816 — 7,604 194,420

Industrial Automation — 520 — 72,820 73,340

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

Mirrors, wipers and controls 5,570 — 44,398 49,968

1 unchanged sentence

Twelve Months Ended December 31, 2022

Vehicle Solutions Electrical Systems Aftermarket & Accessories Industrial Automation Total

Vehicle Solutions Electrical Systems Aftermarket & Accessories Total

Seats $ 286,262 $ — $ 75,354 $ 361,616

1 unchanged sentence

Plastic & Trim components 179,910 — 5,552 185,462

Industrial Automation — — — 162,583 162,583

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

Mirrors, wipers and controls 4,073 35 40,623 44,731

2 unchanged sentences

Term loan facility $ 85,000 $ 141,563

Revolving credit facility 50,500 —

Unamortized discount and issuance costs — ( 49 )

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Subject to the terms of the Credit Agreement, the Revolving Credit Facility includes a $ 10 million swing line sublimit and a $ 10 million letter of credit sublimit.

The Credit Agreement provides for an incremental term facility agreement and/or an increase of the Revolving Credit Facility (together, the “Incremental Facilities”), in a maximum aggregate amount of (a) up to the date of receipt of financial statements for the fiscal quarter ending June 30, 2022, $ 75 million, and (b) thereafter, (i) $ 75 million less the aggregate principal amount of Incremental Facilities incurred before such date, plus (ii) an unlimited amount if the pro forma consolidated total leverage ratio (assuming the Incremental Facilities are fully drawn) is less than 2.50 :1.0.

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.

$ 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.

On May 12, 2022, the Company and certain of its subsidiaries entered into a second amendment ("Amendment No.

2") 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.

The amended Credit Agreement provides for an incremental term facility agreement and/or an increase of the Revolving Credit Facility, 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.

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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, 2023 we had no borrowings under the Revolving Credit Facility, outstanding letters of credit of $ 1.2 million and availability of $ 148.8 million.

Amendment No.

2 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.

On July 30, 2024, the Company and certain of its subsidiaries, as guarantors, entered into a third amendment (Amendment No.

3"), which amended 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.

The Company repaid $ 20.0 million in accordance with Amendment No.3 during the three months ended September 30, 2024.

On December 19, 2024, the Company and certain of its subsidiaries entered into a fourth amendment ("Amendment No.

4") to its credit agreement pursuant to which the Lenders reduced the existing term loan facility to $ 85 million in aggregate principal amount, reduced the revolving credit facility commitments by $ 25 million to an aggregate of $ 125 million in revolving credit facility commitments, and revised the covenant calculation including increasing the maximum consolidated total leverage ratio to 4.25 :1.0 (which will be subject to step-downs to 3.75 :1.0 at the end of the fiscal quarter ending September 30, 2025;

and to 3.00 :1.0 for each fiscal quarter thereafter).

Subject to the terms of the amended Credit Agreement, 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, in a maximum aggregate amount of $ 15 million.

Amendment No.

4 resulted in a loss on extinguishment of debt of $ 0.5 million, including a $ 0.3 million non-cash write off relating to deferred financing costs of the Term loan facility due 2027 and $ 0.2 million of other associated fees.

At December 31, 2024 we had $ 50.5 million borrowings under the Revolving Credit Facility, outstanding letters of credit of $ 1.1 million and availability of $ 73.4 million.

Combined with availability under our China Credit Facility (described below) of approximately $ 11.0 million, total consolidated availability was $ 84.4 million at December 31, 2024.

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0.45 % 3.25 % 3.25 % 2.25 %

II < 3.50 to 1.00 but

> 2.75 to 1.00

II < 4.00 to 1.00 but ≥ 3.50 to 1.00

0.40 % 3.00 % 3.00 % 2.00 %

III < 2.75 to 1.00 but

> 2.00 to 1.00

III < 3.50 to 1.00 but ≥ 3.00 to 1.00

0.35 % 2.75 % 2.75 % 1.75 %

IV < 2.00 to 1.00 but

> 1.50 to 1.00

IV < 3.00 to 1.00 but ≥ 2.50 to 1.00

0.30 % 2.50 % 2.50 % 1.50 %

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Guarantee and Security

All obligations under the Credit Agreement and related documents are unconditionally guaranteed by each of the Company’s existing and future direct and indirect wholly owned material domestic subsidiaries, subject to certain exceptions (the “Guarantors”).

All obligations under the Amended Credit Agreement and related documents are unconditionally guaranteed by each of the Company’s existing and future direct and indirect wholly owned material domestic subsidiaries, subject to certain exceptions (the “Guarantors”).

All obligations of the Company under the Credit Agreement and the guarantees of those obligations are secured by a first priority pledge of substantially all of the assets of the Company and of the Guarantors, subject to certain exceptions.

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Covenants and other terms

The Credit Agreement contains customary restrictive covenants, including, without limitation, limitations on the ability of the Company and its subsidiaries to incur additional debt and guarantees;

The Amended Credit Agreement contains customary restrictive covenants, including, without limitation, limitations on the ability of the Company and its subsidiaries to incur additional debt and guarantees;

grant certain liens on assets;

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and other matters customarily included in senior secured loan agreements.

The Credit Agreement also contains customary reporting and other affirmative covenants, as well as customary events of default, including, without limitation, nonpayment of obligations under the Credit Facilities when due;

The Amended Credit Agreement also contains customary reporting and other affirmative covenants, as well as customary events of default, including, without limitation, nonpayment of obligations under the Credit Facilities when due;

material inaccuracy of representations and warranties;

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breach or default of agreements related to material debt;

revocation or attempted revocation of

revocation or attempted revocation of guarantees;

denial of the validity or enforceability of the loan documents or failure of the loan documents to be in full force and effect;

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

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

The Amended 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 4.25 :1.0 (which was subject to step-downs to 3.75 :1.0 at the end of the fiscal quarter ending September 30, 2025;

to 3.00 :1.0 for each fiscal quarter thereafter).

We were in compliance with the covenants as of December 31, 2024.

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At December 31, 2024, we had $ 11.0 million of availability under the China Credit Facility.

Cash Paid for Interest

For the twelve months ended December 31, 2024, 2023 and 2022, cash payments for interest were $ 11.7 million, $ 12.8 million and $ 9.3 million, respectively.

Intangible Assets

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

December 31, 2023

December 31, 2024 December 31, 2023

Amount Accumulated

Amortization Net

Definite-lived intangible assets:

Trademarks/tradenames 22 years $ 11,485 $ ( 5,758 ) $ 5,727

Customer relationships 15 years 14,132 ( 10,071 ) 4,061

Technical know-how 5 years 9,790 ( 8,403 ) 1,387

Covenant not to compete 5 years 330 ( 283 ) 47

$ 35,737 $ ( 24,515 ) $ 11,222

December 31, 2022

Amount Accumulated

3 unchanged sentences

Customer relationships 15 years 5,227 ( 4,240 ) 987 12,972 ( 9,573 ) 3,399

Technical know-how 5 years 9,790 ( 6,445 ) 3,345

Covenant not to compete 5 years 330 ( 217 ) 113

$ 13,409 $ ( 9,491 ) $ 3,918 $ 21,237 $ ( 14,643 ) $ 6,594

The aggregate intangible asset amortization expense was $ 3.4 million for the fiscal year ended December 31, 2023, 2022 and 2021.

The estimated intangible asset amortization expense for each of the five succeeding fiscal years ending after December 31, 2023 is $ 2.9 million for the year ending December 31, 2024 and $ 1.4 million for the years ending December 31, 2025 through 2028.

The aggregate intangible asset amortization expense was $ 0.6 million, $ 1.1 million and $ 1.1 million for the fiscal year ended December 31, 2024, 2023 and 2022.

The estimated intangible asset amortization expense for each of the five succeeding fiscal years ending after December 31, 2024 is $ 0.6 million for the years ending December 31, 2025 through 2029.

The decrease in Net carrying value of the Intangible assets as of December 31, 2024 from 2023 is due to the sale of the FinishTEK business in January 2024.

Fair Value Measurement

19 unchanged sentences

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.

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 ("Interest rate swap agreements settled in 2022") and received proceeds of $ 3.9 million.

33 unchanged sentences

Accrued liabilities and other $ 5,648 $ —

Foreign exchange contract not designated as hedging instruments

Accrued liabilities and other $ 304 $ 110

Foreign exchange contract designated as hedging instruments

Other long-term liabilities $ 50 $ —

Foreign exchange contract not designated as hedging instruments Accrued liabilities and other $ 53 $ 304

Derivative Equity

1 unchanged sentence

Location Fair Value

Foreign exchange contract designated as hedging instruments Accumulated other comprehensive (loss) income $ 1,354 $ ( 235 )

Interest rate swap agreements Accumulated other comprehensive (loss) income $ 3,484 $ 4,012

Foreign exchange contract designated as hedging instruments Accumulated other comprehensive loss $ ( 2,119 ) $ 1,354

Interest rate swap agreements Accumulated other comprehensive loss $ 897 $ 3,484

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

19 unchanged sentences

$ 85,000 $ 84,363 $ 141,514 $ 139,213

Revolving Credit Facility $ 50,500 $ 50,500 $ — $ —

1 Presented in the Consolidated Balance Sheets as the current portion of long-term debt of $ 8.4 million and long-term debt of $ 76.6 million as of December 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.

The Company leases office, warehouse and manufacturing space and certain equipment under non-cancelable operating lease agreements that generally require us to pay maintenance, insurance, taxes and other expenses in addition to annual rental fees.

Our leases have remaining lease terms of one year to nineteen years , some of which include options to extend the leases for up to five years , and some of which include options to terminate the leases within one year .

Our leases have remaining lease terms of one year to eighteen years , some of which include options to extend the leases for up to five years , and some of which include options to terminate the leases within one year .

The components of lease expense are as follows:

44 unchanged sentences

Present value of lease liabilities $ 30,828 $ 94 $ 30,922

As of December 31, 2024, the Company had an additional lease that had not commenced which will create approximately $ 7 million of additional right-of-use assets in the first quarter of 2025.

Pre-tax income (loss) consisted of the following for the years ended December 31:

5 unchanged sentences

2024 2023 2022

Federal (benefit) provision at statutory rate $ 7,597 $ ( 224 ) $ 6,746

Federal provision (benefit) at statutory rate $ ( 1,730 ) $ 5,970 $ ( 224 )

U.S./Foreign tax rate differential 604 828 2,320

12 unchanged sentences

Other ( 223 ) 446 ( 866 )

(Benefit) Provision for income taxes $ ( 13,237 ) $ 20,904 $ 8,393

Provision (benefit) for income taxes $ 27,493 $ ( 15,203 ) $ 20,904

The provision (benefit) for income taxes for the years ended December 31 follows:

32 unchanged sentences

We assess whether valuation allowances should be established against deferred tax assets based on consideration of all available evidence using a “more likely than not” standard.

This assessment considers, among other matters, the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carryforward periods, our experience with unused tax attributes expiring and tax planning alternatives.

In making such judgments, significant weight is given to evidence that can be objectively verified.

In making such judgments, the most weight is given to the cumulative three-year income (loss) position as it can be objectively verified.

During 2022, (1) the Company established a valuation allowance on its U.S.

deferred tax assets of $ 24.5 million due to significant negative evidence including severity of recent losses, and (2) reversed the valuation allowance on its U.K.

deferred tax assets of $ 9.9 million based on the weight of positive evidence, including the cumulative income position in the three most recent years and forecasts for a sustained level of future taxable income.

deferred tax assets of $ 24.5 million due to the cumulative three-year loss position, and (2) reversed the valuation allowance on its U.K.

deferred tax assets of $ 9.9 million based on the cumulative three-year income position.

During 2023, the Company reversed the valuation allowance on its U.S.

deferred tax assets of $ 22.0 million 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, 2023.

During 2023, we recorded an additional valuation allowance of $ 1.9 million primarily related to a $ 1.6 million increase in foreign tax credits.

deferred tax assets of $ 22.0 million as the three-year cumulative income position was sufficient to overcome the weight of the negative evidence during the year ended December 31, 2023.

During 2024, we recorded a valuation allowance of $ 26.6 million primarily related to establishing a full valuation allowance on our U.S.

deferred tax assets due to the cumulative three-year loss position.

We expect to be able to realize the benefits of all of our deferred tax assets that are not currently offset by a valuation allowance, as discussed above.

In the event that our actual results differ from our estimates or we adjust these estimates in future periods, the effects of these adjustments could materially impact our financial position and results of operations.

For the twelve months ended December 31, 2024, 2023 and 2022, cash paid for taxes, net of refunds received, were $ 8.4 million, $ 10.9 million and $ 4.0 million, respectively.

Activity for the years ended December 31 is as follows (in thousands):

4 unchanged sentences

Balance - End of the year $ 35,934 $ 9,340 $ 31,090

As of December 31, 2023, the Company had net operating loss carryforwards of $ 78.5 million, of which $ 36.5 million related to foreign jurisdictions and $ 42.0 million related to U.S.

As of December 31, 2024, the Company had net operating loss carryforwards of $ 128.7 million, of which $ 32.2 million related to foreign jurisdictions, $ 35.7 million related to U.S.

Federal, and $ 60.8 million related to U.S.

state jurisdictions, $ 5.2 million of U.S.

2 unchanged sentences

Utilization of these carryforwards is subject to the tax laws of the applicable tax jurisdiction and may be limited by the ability of certain subsidiaries to generate taxable income in the associated tax jurisdiction.

We have established valuation allowance for certain U.S.

foreign tax credits, State NOLs, and Foreign NOLs that we believe are more likely than not to expire before they can be utilized.

As of December 31, 2024, cash of $ 26.6 million was held by foreign subsidiaries.

16 unchanged sentences

Gross increase - tax positions in prior periods 154 60 426

Gross decreases - tax positions in prior periods — — —

Gross increases - current period tax positions — 149 —

5 unchanged sentences

Compensation and benefits $ 12,542 $ 23,604

Taxes payable 5,018 5,092

Derivative liabilities 5,701 304

Accrued freight 3,243 2,679

Taxes payable 2,122 5,020

Accrued legal and professional fees 1,694 1,535

Customer tooling projects 1,259 1,217

Warranty costs 1,207 1,458

29 unchanged sentences

Funded status 1

$ ( 8,075 ) $ ( 9,120 )

1 Amounts are included in Pension and other post-retirement liabilities in the Consolidated Balance Sheets at December 31, 2024 and 2023.

Actuarial Gain - The projected Non-U.S.

benefit obligation includes a net loss of $ 1.1 million for the year ended December 31, 2023 driven primarily by a decrease in the discount rate assumption.

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

Noncurrent liabilities ( 9,120 ) ( 8,348 )

Amount recognized $ ( 9,120 ) $ ( 8,348 )

benefit obligation includes a net gain of $ 2.7 million for the year ended December 31, 2024 driven primarily by an increase in the discount rate assumption.

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.

2024 2023 2022

2 unchanged sentences

Amortization of prior service cost 50 48 48

— 9,208 6 48 48 54

Recognized actuarial loss 872 757 603

Net periodic cost (benefit) $ 1,028 $ 1,002 $ 420

1 Includes $ 9.2 million non-cash settlement charge arising from the early payout of the U.S.

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

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.

2024 2023 2022

3 unchanged sentences

Other Changes in Plan Assets and Benefit Obligations Recognized in Comprehensive Income (Loss) - Amounts recognized as other changes in plan assets and benefit obligations in comprehensive income (loss), before taking into account income tax effects, for the year ended December 31 are as follows:

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

2023 2022 2023 2022

Actuarial (gain) loss $ 205 $ 1,186

14 unchanged sentences

Risk tolerance is established through consideration of plan liabilities, plan funded status and corporate financial condition.

The investment portfolio contains a diversified blend of equity, balanced, fixed income and real estate investments.

The investment portfolio contains a diversified blend of

equity, balanced, fixed income and real estate investments.

Furthermore, equity investments are diversified across U.S.

41 unchanged sentences

Identical Assets Significant

Observable Inputs 2

Observable Inputs Significant

Unobservable Inputs

2 unchanged sentences

Total pension fund assets $ 23,052 $ — $ 23,052 $ —

$ 21,537 $ — $ 21,537 $ —

Not included in the table are the remaining $ 4.0 million of plan assets under the U.S.

pension plan which has been invested in Cash and cash equivalents (NAV) as of December 31, 2022.

During 2023, the Company corrected an immaterial error in the presentation of asset category and level of the non-U.S.

pension plan assets as of December 31, 2022.

The assets were previously disclosed as Net Asset Value per share (NAV) rather than Level 2.

Additionally, the asset category previously disclosed was the underlying assets of the insurance contract rather than the insurance contract itself.

The correction had no impact on investment values and had no impact on the consolidated balance sheets, statements of operations or statements of cash flows.

The following table summarizes our expected future benefit payments of our pension and other post-retirement benefit plans:

The following table summarizes expected future benefit payments out of our pension and other post-retirement benefit plans:

Year Ending December 31, Pension Plans

8 unchanged sentences

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

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.

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.

11 unchanged sentences

Adjusted Award Value at December 31, 2024

Forfeitures includes $ 0.2 million of expense reversed in 2024 that is attributable to Industrial Automation business and included in discontinued operations for the years ended December 31, 2024.

The Company generally grants performance awards in the first quarter of each year.

30 unchanged sentences

2024 2023 2022

Net income (loss) attributable to common stockholders $ 49,411 $ ( 21,971 ) $ 23,732

Weighted average number of common shares outstanding 33,040 32,334 31,501

Dilutive effect of restricted stock grants after application of the treasury stock method 541 — 1,289

Net income (loss) $ ( 27,867 ) $ 49,411 $ ( 21,971 )

Net income (loss) from continuing operations $ ( 35,734 ) $ 43,633 $ ( 16,626 )

Net income (loss) from discontinued operations $ 7,867 $ 5,778 $ ( 5,345 )

Weighted average number of common shares outstanding (in '000s) 33,418 33,040 32,334

Dilutive effect of restricted stock grants after application of the treasury stock method (in '000s) — 541 —

Dilutive shares outstanding 33,418 33,581 32,334

Basic earnings (loss) per share attributable to common stockholders $ 1.50 $ ( 0.68 ) $ 0.75

Diluted earnings (loss) per share attributable to common stockholders $ 1.47 $ ( 0.68 ) $ 0.72

There were no anti-dilutive shares for the year ended December 31, 2023.

Basic earnings (loss) per share from continuing operations $ ( 1.07 ) $ 1.32 $ ( 0.51 )

Basic earnings (loss) per share from discontinued operations $ 0.24 $ 0.18 $ ( 0.17 )

Diluted earnings (loss) per share from continuing operations $ ( 1.07 ) $ 1.30 $ ( 0.51 )

Diluted earnings (loss) per share from discontinued operations $ 0.24 $ 0.17 $ ( 0.17 )

There were 428 thousand anti-dilutive shares for the year ended December 31, 2024.

There were no anti-dilutive shares for the year ended December 31, 2023.

There were 113 thousand anti-dilutive shares for the year ended December 31, 2022.

Dividends — We have not declared or paid any cash dividends in the past.

2 unchanged sentences

The activity for each item of accumulated other comprehensive income (loss) is as follows:

currency items Pension and Other Post-Retirement Benefit Plans Derivative Instruments Accumulated other

comprehensive

currency items Pension and other post-retirement benefit plans Derivative Instruments Accumulated other comprehensive income (loss)

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

11 unchanged sentences

Net actuarial gain and prior service credit ( 108 ) 161 53

( 438 ) 260 ( 178 )

Derivative instruments ( 8,294 ) 2,032 ( 6,262 )

9,792 ( 2,165 ) 7,627

Net unrealized gain (loss) ( 15,837 ) 2,193 ( 13,644 )

10,938 ( 1,905 ) 9,033

Amounts reclassified into earnings:

Actuarial loss and prior service cost 384 — 384

( 206 ) — ( 206 )

Derivative instruments

( 10,085 ) 2,524 ( 7,561 )

Net realized loss

( 10,291 ) 2,524 ( 7,767 )

Total other comprehensive income $ 647 $ 619 $ 1,266

Derivative instruments activity 299 ( 98 ) 201

Net realized gain (loss) 683 ( 98 ) 585

Total other comprehensive income (loss) $ ( 15,154 ) $ 2,095 $ ( 13,059 )

2023 Before Tax

3 unchanged sentences

Net actuarial gain and prior service credit ( 438 ) 260 ( 178 )

10,936 271 11,207

Derivative instruments 9,792 ( 2,165 ) 7,627

7,175 ( 3 ) 7,172

Net unrealized gain (loss) 10,938 ( 1,905 ) 9,033

13,745 268 14,013

Amounts reclassified into earnings:

Actuarial loss and prior service cost ( 206 ) — ( 206 )

Derivative instruments

( 3,156 ) — ( 3,156 )

Net realized loss

( 3,125 ) — ( 3,125 )

Derivative instruments activity ( 10,085 ) 2,524 ( 7,561 )

Net realized gain (loss) ( 10,291 ) 2,524 ( 7,767 )

Total other comprehensive income $ 647 $ 619 $ 1,266

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

1 unchanged sentence

The programs include workforce reductions and footprint optimization across segments.

We incurred $ 1.1 million expense during the year ended December 31, 2023 related to this program and expect the cost to be between $ 3.0 million to $ 3.5 million for the entire program.

We incurred $ 10.8 million expense during the year ended December 31, 2024 related to this program.

The changes in accrued restructuring balances are as follows:

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

Vehicle Solutions Electrical Systems Aftermarket & Accessories Corporate/Other Total

December 31, 2023 $ 128 $ — $ — $ 983 $ 1,111

2 unchanged sentences

December 31, 2024 $ 28 $ — $ — $ 360 $ 388

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

Vehicle Solutions Electrical Systems Aftermarket & Accessories Corporate/Other Total

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

3 unchanged sentences

Of the $ 10.8 million costs incurred in the twelve months ended December 31, 2024, $ 8.4 million primarily related to headcount reductions and $ 2.4 million related to facility exit and other costs.

For the twelve months ended December 31, 2023, the Vehicle Solutions segment had new charges of $ 0.8 million related to headcount.

The Industrial Automation segment had new charges of $ 0.2 million and $ 0.3 million related to headcount and facilities, respectively.

Corporate had a new charge of $ 1.0 million related to headcount.

For the twelve months ended December 31, 2024, Vehicle Solutions segment had new charges of $ 4.5 million related to headcount reductions and $ 1.4 million related to facility exit and other costs.

Electrical Systems segment had a new charge of $ 3.7 million related to headcount reductions.

Aftermarket & Accessories segment had a new charge of $ 0.9 million related to facility exit and other costs.

Corporate had a new charge of $ 0.2 million related to headcount reductions.

Of the $ 10.8 million costs incurred, $ 9.2 million was recorded in cost of revenues and $ 1.6 million was recorded in selling, general and administrative expenses .

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

For the twelve months ended December 31, 2022, 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 $ 1.8 million costs incurred in the twelve months ended December 31, 2023, $ 1.8 million related to headcount reductions.

For the twelve months ended December 31, 2023, Vehicle Solutions segment had new charges of $ 0.8 million related to headcount reductions.

Corporate had a new charge of $ 1.0 million related to headcount reductions.

Of the $ 1.8 million costs incurred, $ 0.8 million was recorded in cost of revenues and $ 1.0 million was recorded in selling, general and administrative expenses .

30 unchanged sentences

2027 $ 103,000

2026 $ 24,063

2027 $ 82,500

Thereafter $ —

Segment Reporting

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.

Our President and Chief Executive Officer is the Company’s chief operating decision maker (“CODM”).

The CODM uses segment operating income compared to historical results, budgets, and forecasted financial information, in order to assess segment performance and allocate operating and capital resources.

Our CODM does not evaluate operating segments using asset information.

Each of these segments consists of a number of manufacturing facilities.

Certain of our facilities manufacture and sell products through multiple segments.

Certain of our facilities manufacture and sell products through multiple product lines.

Our segments are more specifically described below.

CVG's reportable segments were impacted in the current period due to the divestiture of the cab structure business with operations in Kings Mountain, North Carolina and the Industrial Automation segment.

As a result of classifying the Industrial Automation reporting segment as a discontinued operation, CVG has three reportable segments for 2024:

Vehicle Solutions, Electrical Systems and Aftermarket & Accessories.

Additionally, as a result of classifying the cab structure divestiture as discontinued operations, the financial information reported for Vehicle Solutions and Aftermarket & Accessories excludes the activity from Kings Mountain, North Carolina.

The Vehicle Solutions segment designs, manufactures and sells the following products:

1 unchanged sentence

This segment includes a portion of the company’s activities in the electric vehicle market.

• 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.

• Plastic & Trim components primarily for the North America commercial vehicle market, MD/HD truck market and power sports markets.

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

7 unchanged sentences

• 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.

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

The costs that are not allocated to a segment are considered stewardship costs and remain at corporate in our segment reporting.

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

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

For the year ended December 31, 2024

Vehicle Solutions Electrical Systems Aftermarket & Accessories Industrial Automation Corporate/

Vehicle Solutions Electrical Systems Aftermarket & Accessories Total

Revenues $ 404,164 $ 189,626 $ 129,565 $ 723,355

Cost of revenues 364,936 178,925 106,217 650,078

Gross profit 39,228 10,701 23,348 73,277

Selling, general & administrative expenses 21,326 10,252 8,322 39,900

Operating income (loss) $ 42,020 $ 26,290 $ 19,043 $ ( 1,382 ) $ ( 37,911 ) $ 48,060

Capital expenditures and other items:

Operating income

$ 17,902 $ 449 $ 15,026 $ 33,377

Corporate and other unallocated costs

Other (income) expense

Interest expense

Loss on early extinguishment of debt 509

Loss before provision for income taxes

Capital expenditures, depreciation and restructuring:

Capital expenditures $ 6,794 $ 5,968 $ 1,187

Depreciation expense $ 7,171 $ 4,616 $ 1,605

Restructuring $ 5,936 $ 3,745 $ 939

For the year ended December 31, 2023

Vehicle Solutions Electrical Systems Aftermarket & Accessories Industrial Automation Corporate/

Vehicle Solutions Electrical Systems Aftermarket & Accessories Total

Revenues $ 469,962 $ 228,424 $ 137,083 $ 835,469

Cost of goods sold 410,599 193,027 110,569 714,195

Gross profit 59,363 35,397 26,514 121,274

1 unchanged sentence

26,109 9,107 8,144 43,360

Operating income (loss) $ 21,049 $ 18,218 $ 11,911 $ ( 7,867 ) $ ( 23,167 ) $ 20,144

Capital expenditures and depreciation expense:

Operating income

$ 33,254 $ 26,290 $ 18,370 $ 77,914

Corporate and other unallocated costs

Other (income) expense

Interest expense 10,248

Income before provision for income taxes

Capital expenditures, depreciation and restructuring:

Capital expenditures $ 7,769 $ 9,096 $ 1,762

Depreciation expense $ 7,356 $ 3,972 $ 1,288

Restructuring $ 809 $ 8 $ —

For the year ended December 31, 2022

Vehicle Solutions Electrical Systems Aftermarket & Accessories Industrial Automation Corporate/

Vehicle Solutions Electrical Systems Aftermarket & Accessories Total

Revenues $ 470,334 $ 180,404 $ 131,845 $ 782,583

Cost of goods sold 427,260 156,411 113,384 697,055

Gross profit 43,074 23,993 18,461 85,528

Selling, general & administrative expenses 23,533 5,775 6,915 36,223

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

Capital expenditures and depreciation expense:

Operating income

$ 19,541 $ 18,218 $ 11,546 $ 49,305

Corporate and other unallocated costs

Other (income) expense

Interest expense

Loss on early extinguishment of debt 921

Income before provision for income taxes

Capital expenditures, depreciation and restructuring:

Capital expenditures $ 7,774 $ 3,936 $ 3,692

Depreciation expense $ 7,490 $ 3,496 $ 1,309

Restructuring $ 751 $ 674 $ 1,909

The following table presents revenues and long-lived assets for the geographic areas in which we operate:

5 unchanged sentences

United States $ 504,455 $ 65,957 $ 596,620 $ 67,727 $ 550,783 $ 65,279

Czech Republic 93,106 6,679 102,786 8,583 88,295 6,565

All other countries 125,794 26,253 136,063 23,983 143,505 17,835

$ 723,355 $ 98,889 $ 835,469 $ 100,293 $ 782,583 $ 89,679

Sales to one of our customers was individually in excess of 10% of total Company revenues in each of the years ended December 31, 2023, 2022 and 2021, as noted in the table below.

Sales to two of our customers was individually in excess of 10% of total Company revenues in each of the years ended December 31, 2024, 2023 and 2022, as noted in the table below.

The following table presents revenue from the above mentioned customer as a percentage of total revenue:

2 unchanged sentences

Customer A Vehicle Solutions 13 % 13 % 13 %

Customer B Vehicle Solutions 11 % 10 % 16 %

Discontinued Operations

On July 31, 2024, the Company entered into a purchase agreement to sell its cab structures business with operations in Kings Mountain, North Carolina for approximately $ 40 million.

On September 6, 2024, the Company entered into an Amendment to the Purchase Agreement whereby the transaction closed on September 6, 2024 with the Company receiving $ 20 million of the purchase price on September 6, 2024 and $ 20 million (subject to adjustment) on October 1, 2024.

The decision to divest this business was part of our strategy to reduce our exposure to the cyclical Class 8 market, lower our customer concentration, remove complexity from our business, and improve our return profile.

On October 30, 2024, the Company entered into a purchase agreement to sell its First Source Electronics (FSE) business with operations in Elkridge, Maryland for approximately $ 1.5 million, with a note in the amount of $ 0.5 million and earn out

potential of an additional $ 1.5 million subject to certain criteria.

The Elkridge facility is the primary manufacturing facility of the Company's Industrial Automation segment.

The decision to divest this business was part of our strategy to continually evaluate our portfolio of businesses and product lines for strategic fit and continued investment.

We determined that the sale of the cab structures and Industrial Automation businesses represent discontinued operations as they constitute disposals of a product line and an operating segment, respectively, and are a strategic shift that will have a major effect on our operations and financial results (individually and collectively).

As a result, we reclassified the related earnings (loss) from continuing operations to earnings (loss) from discontinued operations - net of income taxes on the consolidated statement of earnings (loss) for all the periods presented.

No amounts for shared general and administrative operating support expense were allocated to the discontinued operation.

The assets and liabilities related to these divestitures were classified under a held for sale designation within the Consolidated Balance Sheets as of December 31, 2023.

The Company has continuing involvement with the cab structures business through a transition services agreement (TSA), pursuant to which the Company and Buyer parties provide certain service to each other for a period of time following the disposition, up to one year.

While the transition services are expected to vary in duration depending upon the type of service provided, the Company expects to reduce costs as the transition services are completed.

The Company recognized $ 3.2 million of income related to the transition services agreement for the twelve months ended December 31, 2024, which was presented in Continuing operations, Other (income) expense in the Condensed Consolidated Statements of Operations.

The following table provides a reconciliation of the individual discontinued operations to the Condensed Consolidated Statements of Operations for the twelve months ended December 31, 2024 and 2023.

Twelve Months Ended December 31,

2024 2023 2022

Income (loss) from discontinued operations, net of tax

Cab structures business $ 20,078 $ 7,126 $ 1,873

Industrial Automation segment ( 12,211 ) ( 1,348 ) ( 7,218 )

Total income from discontinued operations, net of tax $ 7,867 $ 5,778 $ ( 5,345 )

The following tables present reconciliations of the captions within CVG's Condensed Consolidated Statements of Operations attributable to each discontinued operation for the twelve months ended December 31, 2024 and 2023.

Twelve Months Ended December 31,

2024 2023 2022

Income (loss) from discontinued operations attributable to Cab structures business:

Revenues $ 93,150 $ 120,310 $ 111,223

Cost of revenues 101,826 110,871 107,943

Gross profit ( 8,676 ) 9,439 3,280

Selling, general and administrative expenses — — 1,407

Operating income (loss) ( 8,676 ) 9,439 1,873

Income (loss) before provision for income taxes ( 8,676 ) 9,439 1,873

Provision (benefit) for income taxes of discontinued operations — 2,313 —

Earnings (loss) from discontinued operations - before gain on sale of discontinued operations ( 8,676 ) 7,126 1,873

Gain on disposition of discontinued operations, net of income taxes 28,754 — —

Net income from discontinued operations, net of income taxes $ 20,078 $ 7,126 $ 1,873

Twelve Months Ended December 31,

2024 2023 2022

Income (loss) from discontinued operations attributable to Industrial Automation segment:

Revenues $ 16,468 $ 38,900 $ 87,747

Cost of revenues 17,220 35,707 89,549

Gross profit ( 752 ) 3,193 ( 1,802 )

Selling, general and administrative expenses 3,355 4,445 4,748

Operating loss

( 4,107 ) ( 1,252 ) ( 6,550 )

Interest expense 248 443 668

Loss before provision for income taxes

( 4,355 ) ( 1,695 ) ( 7,218 )

Provision (benefit) for income taxes of discontinued operations — ( 347 ) —

Loss from discontinued operations - before loss on sale of discontinued operations

( 4,355 ) ( 1,348 ) ( 7,218 )

Loss on disposition of discontinued operations, net of income taxes ( 7,856 ) — —

Net loss from discontinued operations, net of income taxes

$ ( 12,211 ) $ ( 1,348 ) $ ( 7,218 )

The following table presents the major classes of assets and liabilities of the cab structures and Industrial Automation segment as of December 31, 2023 that were classified as held for sale in the accompanying Consolidated Balance Sheet (in thousands).

December 31, 2023

Account receivable, net $ 4,603

Inventories 10,815

Other current assets 185

Current assets held for sale 15,603

Property, plant and equipment, net 4,545

Intangible assets, net 4,628

Non current assets held for sale 9,173

Total assets held for sale $ 24,776

Accounts payable 2,068

Accrued liabilities and other 224

Current liabilities held-for-sale 2,292

Other long-term liabilities 31

Noncurrent liabilities held-for-sale 31

Total liabilities held for sale $ 2,323

The following tables present reconciliations of the captions within CVG's Condensed Consolidated Statements of Cash Flows attributable to discontinued operations for the twelve months ended December 31, 2024 and 2023.

Net cash provided by operating activities for the twelve months ended December 31, 2024 includes the gain and loss on the respective transactions, as noted above.

Twelve Months Ended December 31,

2024 2023 2022

CASH FLOWS FROM DISCONTINUED OPERATIONS:

Net cash provided by (used in) operating activities ( 13,954 ) 8,818 14,380

Net cash provided by (used in) investing activities ( 838 ) ( 749 ) ( 525 )

Total cash provided by (used in) discontinued operations $ ( 14,792 ) $ 8,069 $ 13,855

Supplementary Financial Information

Quarterly Results of Operations (Unaudited)

These divestitures represent a strategic shift in CVG's business and, in accordance with U.S.

GAAP, qualified as discontinued operations.

The following tables present our unaudited consolidated quarterly results of operations, including retrospective changes for discontinued operations.

This data has been derived from unaudited consolidated financial statements that have been prepared on the same basis as the annual audited consolidated financial statements and, in our opinion, include all normal recurring adjustments necessary for the fair presentation of such information.

These unaudited quarterly results should be read in conjunction with our audited consolidated financial statements, included in this report.

Three Months Ended

March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024

(In thousands, except per share amounts)

Revenues $ 194,626 $ 193,665 $ 171,772 $ 163,292

Cost of revenues 171,462 173,206 155,351 150,217

Gross profit 23,164 20,459 16,421 13,075

Selling, general and administrative expenses 18,655 19,395 17,481 18,346

Operating income (loss) 4,509 1,064 (1,060) (5,271)

Other (income) expense 212 206 (1,033) (1,585)

Interest expense 2,186 2,417 2,371 2,200

Loss on extinguishment of debt — — — 509

Income (loss) before provision for income taxes 2,111 (1,559) (2,398) (6,395)

Provision (benefit) for income taxes 665 (260) (1,515) 28,603

Net income (loss) from continuing operations $ 1,446 $ (1,299) $ (883) $ (34,998)

Net income (loss) from discontinued operations 1,492 (301) 10,397 (3,721)

Net income (loss) 2,938 (1,600) 9,514 (38,719)

Earnings (loss) per common share

Basic earnings (loss) per share

Income (loss) from continuing operations $ 0.05 $ (0.04) $ (0.03) $ (1.04)

Income (loss) from discontinued operations $ 0.04 $ (0.01) $ 0.31 $ (0.11)

Diluted earning (loss) per share

Income (loss) from continuing operations $ 0.05 $ (0.04) $ (0.03) $ (1.04)

Income (loss) from discontinued operations $ 0.04 $ (0.01) $ 0.31 $ (0.11)

Weighted average shares outstanding

Basic 33,325 33,393 33,458 33,497

Diluted 33,403 33,393 33,458 33,497

Three Months Ended

March 31, 2023 June 30, 2023 September 30, 2023 December 31, 2023

(In thousands, except per share amounts)

Revenues $ 218,051 $ 220,800 $ 202,897 $ 193,721

Cost of revenues 186,163 185,283 173,588 169,344

Gross profit 31,888 35,517 29,309 24,377

Selling, general and administrative expenses 19,489 21,031 20,389 20,309

Operating income

12,399 14,486 8,920 4,068

Other (income) expense (203) 308 383 707

Interest expense 2,749 2,672 2,489 2,338

Income before provision for income taxes

9,853 11,506 6,048 1,023

Provision (benefit) for income taxes 2,706 2,272 1,367 (21,548)

Net income from continuing operations

$ 7,147 $ 9,234 $ 4,681 $ 22,571

Net income from discontinued operations

1,552 906 2,609 711

8,699 10,140 7,290 23,282

Earnings per common share

Basic earnings per share

Income from continuing operations

$ 0.22 $ 0.28 $ 0.14 $ 0.68

Income from discontinued operations

$ 0.04 $ 0.03 $ 0.08 $ 0.02

Diluted earning per share

Income from continuing operations

$ 0.22 $ 0.28 $ 0.14 $ 0.67

Income from discontinued operations

$ 0.04 $ 0.02 $ 0.08 $ 0.03

Weighted average shares outstanding

Basic 32,868 33,051 33,100 33,132

Diluted 33,182 33,429 33,350 33,443

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