Commercial Vehicle Group, Inc. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Documents Filed as Part of this Annual Report on Form 10-K Page Report of Independent Registered Public Accounting Firm 35 Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 37 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022 38 Consolidated Balance Sheets as of December 31, 2024 and 2023 39 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022 40 Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 41 Notes to Consolidated Financial Statements 42 Supplementa ry Financial Information 70 Item 15 - Exhibits 81 34 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors Commercial Vehicle Group, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Commercial Vehicle Group, Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes to the consolidated financial statements (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 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 These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Testing of Revenue As discussed in Note 2 to the consolidated financial statements, revenue is recognized when a performance obligation has been satisfied and control of a product has been transferred to the customer, usually at a designated shipping point and in accordance with customer specifications. Revenue is measured based on the amount of consideration the Company expects to receive in exchange for the transfer of goods or services. For the year ended December 31, 2024, the Company recorded $723.4 million of revenue. We identified the testing of revenue as a critical audit matter due to the large volume of data and the number and complexity of the revenue accounting systems. While revenues consist of a large number of similar, individually low value transactions, the processing and recording of revenue is reliant upon multiple information technology (IT) systems used to process large volumes of customer billing data. Specialized skills and knowledge were needed to test the IT systems used for the processing and recording of revenue. 35 Table of Contents The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over revenue. We evaluated the design and tested the operating effectiveness of certain internal controls related to the processing and recording of revenue. This included controls over the IT systems and automated and manual process level controls related to the processing and recording of revenue. We performed a software-assisted data analysis to assess certain relationships among revenue transactions. For a selection of transactions, we (1) compared the amount of revenue recorded to a combination of Company internal data, executed contracts, and/or other relevant and reliable third-party data, including cash received from customers and (2) evaluated the timing of revenue recognition based on the shipment date. In addition, we involved IT professionals with specialized skills and knowledge, who assisted in the identification and testing of certain IT systems used by the Company for the processing and recording of revenue. We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of the audit effort. /s/ KPMG LLP We have served as the Company’s auditor since 2012. Detroit, Michigan March 17, 2025 36 Table of Contents COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31, 2024, 2023 and 2022 2024 2023 2022 (In thousands, except per share amounts) Revenues $ 723,355 $ 835,469 $ 782,583 Cost of revenues 650,236 714,378 697,556 Gross profit 73,119 121,091 85,027 Selling, general and administrative expenses 73,877 81,218 60,206 Operating income (loss) ( 758 ) 39,873 24,821 Other (income) expense ( 2,200 ) 1,195 10,463 Interest expense 9,174 10,248 9,159 Loss on extinguishment of debt 509 — 921 Income (loss) before provision for income taxes ( 8,241 ) 28,430 4,278 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 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 Basic 33,418 33,040 32,334 Diluted 33,418 33,581 32,334 The accompanying notes are an integral part of these consolidated financial statements. 37 Table of Contents COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Years Ended December 31, 2024, 2023 and 2022 2024 2023 2022 (In thousands) Net income (loss) $ ( 27,867 ) $ 49,411 $ ( 21,971 ) Other comprehensive income (loss): Foreign currency translation adjustments ( 7,435 ) 1,584 ( 4,366 ) Change in defined benefit plans, net of tax 437 ( 384 ) 11,238 Derivative instruments, net of tax ( 6,061 ) 66 4,016 Other comprehensive income (loss) ( 13,059 ) 1,266 10,888 Comprehensive income (loss) $ ( 40,926 ) $ 50,677 $ ( 11,083 ) The accompanying notes are an integral part of these consolidated financial statements. 38 Table of Contents COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2024 and 2023 2024 2023 ASSETS (in thousands, except share and per share amounts) Current assets: Cash $ 26,630 $ 37,848 Accounts receivable, net of allowances of $ 554 and $ 208 , respectively 118,683 129,346 Inventories 128,224 117,267 Current assets held for sale — 15,603 Other current assets 29,763 27,678 Total current assets 303,300 327,742 Property, plant and equipment, net of accumulated depreciation of $ 177,811 and $ 176,878 , respectively 68,861 68,923 Operating lease right-of-use asset, net 29,931 31,165 Intangible assets, net of accumulated amortization of $ 9,491 and $ 14,643 , respectively 3,918 6,594 Deferred income taxes, net 11,084 33,568 Noncurrent assets held for sale — 9,173 Other assets 7,479 6,049 TOTAL ASSETS $ 424,573 $ 483,214 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 77,002 $ 75,246 Current operating lease liabilities 8,033 7,502 Accrued liabilities and other 32,325 44,836 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 Long-term debt 127,062 126,201 Long-term operating lease liabilities 22,795 24,417 Pension and other post-retirement liabilities 8,143 9,196 Noncurrent liabilities held-for-sale — 31 Other long-term liabilities 5,183 5,248 Total liabilities 288,981 310,282 Commitments and contingencies (Note 15) Stockholders’ equity: Preferred stock, $ 0.01 par value ( 5,000,000 shares authorized; no shares issued and outstanding) — — Common stock, $ 0.01 par value ( 60,000,000 shares authorized; 33,694,396 and 33,322,535 shares issued and outstanding, respectively) 337 333 Treasury stock, at cost: 2,252,305 and 2,134,604 shares, respectively ( 16,468 ) ( 16,150 ) Additional paid-in capital 269,117 265,217 Retained deficit ( 74,051 ) ( 46,184 ) Accumulated other comprehensive loss ( 43,343 ) ( 30,284 ) Total stockholders’ equity 135,592 172,932 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 424,573 $ 483,214 The accompanying notes are an integral part of these consolidated financial statements. 39 Table of Contents COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Years Ended December 31, 2024, 2023 and 2022 Common Stock Treasury Stock Additional Paid-In Capital Retained Deficit Accumulated Other Comprehensive Loss Total CVG Stockholders’ Equity Shares Amount (In thousands, except share data ) Balance - December 31, 2021 32,034,592 $ 321 $ ( 13,172 ) $ 255,566 $ ( 73,624 ) $ ( 42,438 ) $ 126,653 Issuance of restricted stock 983,275 10 — — — — 10 Surrender of common stock by employees ( 191,015 ) ( 3 ) ( 1,342 ) — — — ( 1,345 ) 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 Balance - December 31, 2022 32,826,852 $ 328 $ ( 14,514 ) $ 261,371 $ ( 95,595 ) $ ( 31,550 ) $ 120,040 Issuance of restricted stock 730,291 7 — — — — 7 Surrender of common stock by employees ( 234,608 ) ( 2 ) ( 1,636 ) — — — ( 1,638 ) Share-based compensation expense — — — 3,846 — — 3,846 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 Issuance of restricted stock 489,562 4 — — — — 4 Surrender of common stock by employees ( 117,701 ) — ( 318 ) — — — ( 318 ) Share-based compensation expense — — — 3,900 — — 3,900 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 The accompanying notes are an integral part of these consolidated financial statements. 40 Table of Contents COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2024, 2023 and 2022 2024 2023 2022 (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ ( 27,867 ) $ 49,411 $ ( 21,971 ) Adjustments to reconcile net income to cash flows from operating activities: Depreciation and amortization 17,384 17,630 18,181 Noncash amortization of debt financing costs 337 303 350 Pension plan settlement — 2,942 9,202 Shared-based compensation expense 3,900 3,846 5,805 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 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: Accounts receivable 10,703 18,819 19,173 Inventories ( 13,042 ) 15,000 ( 3,675 ) Prepaid expenses 794 ( 5,123 ) 966 Accounts payable 2,825 ( 44,079 ) 21,842 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 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment ( 18,520 ) ( 19,696 ) ( 19,710 ) Proceeds from disposal/sale of property, plant and equipment 4,455 — — 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: Borrowings under term loan facility — — 30,625 Repayment of term loan facility ( 56,563 ) ( 10,938 ) ( 24,375 ) Borrowings under revolving credit facility 89,000 25,000 65,200 Repayment of revolving credit facility ( 38,500 ) ( 25,000 ) ( 114,600 ) Borrowings under China credit facility — 4,368 — Repayment of China credit facility — ( 4,368 ) — Surrender of common stock by employees ( 318 ) ( 1,636 ) ( 1,342 ) Debt extinguishment payments and early payment fees on debt ( 416 ) — — Debt issuance and amendment costs ( 218 ) — ( 648 ) Contingent consideration payment — — ( 4,750 ) Other financing activities, net ( 107 ) ( 155 ) ( 201 ) 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 (DECREASE) INCREASE IN CASH ( 11,218 ) 6,023 ( 3,133 ) CASH: Beginning of period 37,848 31,825 34,958 End of period $ 26,630 $ 37,848 $ 31,825 The accompanying notes are an integral part of these consolidated financial statements. 41 Table of Contents COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Years Ended December 31, 2024, 2023 and 2022 1. Significant Accounting Policies Organization - Commercial Vehicle Group, Inc. and its subsidiaries is a global provider of systems, assemblies and components to the global commercial vehicle market, and the electric vehicle markets. References herein to the "Company", "CVG", "we", "our", or "us" refer to Commercial Vehicle Group, Inc. and its subsidiaries. We have manufacturing operations in the United States, Mexico, China, United Kingdom, Czech Republic, Ukraine, Morocco, Thailand, India and Australia. Our products are primarily sold in North America, Europe, and the Asia-Pacific region. We primarily manufacture customized products to meet the requirements of our customer. 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. Unless otherwise indicated, all amounts in the tables below are in thousands, except share and per share amounts. Principles of Consolidation - The accompanying consolidated financial statements include the accounts of our wholly-owned or controlled subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ materially from those estimates. Certain prior period amounts have been reclassified to conform to footnote presentation for the current year. Cash - Cash consists of deposits with high credit-quality financial institutions. Accounts Receivable - Trade accounts receivable are stated at current value less allowances, which approximates fair value. We review our receivables on an ongoing basis to ensure that they are properly valued and collectible. The allowance for credit losses is used to record the estimated risk of loss related to our customers’ inability to pay. This allowance is maintained at a level that we consider appropriate based on factors that affect collectability, such as the financial health of our customers, historical trends of charge-offs and recoveries and current and expected economic market conditions. As we monitor our receivables, we identify customers that may have payment problems, and we adjust the allowance accordingly, with the offset to selling, general and administrative expense. Account balances are charged off against the allowance when recovery is considered remote. Inventories - Inventories are valued at the lower of first-in, first-out cost or 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. 42 Table of Contents Inventories consisted of the following as of December 31: 2024 2023 Raw materials $ 98,677 $ 88,474 Work in process 10,960 12,044 Finished goods 18,587 16,749 Total Inventories $ 128,224 $ 117,267 Property, Plant and Equipment - Property, plant and equipment are stated at cost, net of accumulated depreciation. Property, plant, and equipment, net consisted of the following as of December 31: 2024 2023 Land and buildings $ 26,613 $ 28,575 Machinery and equipment 211,984 210,931 Construction in progress 8,075 6,295 Property, plant, and equipment, gross 246,672 245,801 Less accumulated depreciation ( 177,811 ) ( 176,878 ) Property, plant and equipment, net $ 68,861 $ 68,923 For financial reporting purposes, depreciation is computed using the straight-line method over the estimated useful lives (generally 15 to 40 years for buildings and building improvements, three to 20 years for machinery and equipment, three to seven years for tools and dies, and three to five years for computer hardware and software). Expenditures for maintenance and repairs are charged to expense as incurred. Expenditures for major betterments and renewals that extend the useful lives of property, plant and equipment are capitalized and depreciated over the remaining useful lives of the asset. When assets are retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the improvements or the term of the lease, whichever is shorter. Accelerated depreciation methods are used for tax reporting purposes. Depreciation expense for property, plant and equipment for each of the years ended December 31, 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. Our asset groups are established by determining the lowest level of cash flows available. If the estimated undiscounted cash flows are less than the carrying amounts of such assets, we recognize an impairment loss in an amount necessary to write down the assets to fair value as estimated from expected future discounted cash flows. Estimating the fair value of these assets is judgmental in nature and involves the use of significant estimates and assumptions. We base our fair value estimates on assumptions we believe to be reasonable, but that are inherently uncertain. Leases - The Company determines if an arrangement is a lease at inception. Operating lease assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. Lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. As most leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The length of a lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options. The Company's accounting policy election is to not recognize lease assets or liabilities for leases with a term of 12 months or less. Additionally, when accounting for leases, the Company combines payments for leased assets, related services and other components of a lease. Revenue Recognition - We recognize revenue when our performance obligation has been satisfied and control of products has been transferred to a customer, which typically occurs upon shipment. Revenue is measured based on the amount of consideration we expect to receive in exchange for the transfer of goods or services. Refer to Note 2, Revenue Recognition, for our revenue recognition policies. Income Taxes - We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statements and tax basis of assets and liabilities using enacted tax laws and rates expected to be 43 Table of Contents 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. 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. See Note 13, Other Comprehensive (Income) Loss, for a rollforward of activity in accumulated comprehensive loss. Fair Value of Financial Instruments - The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (i.e., inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows: Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 - Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets and inactive markets. Level 3 - Significant unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. Concentrations of Credit Risk - Financial instruments that potentially subject us to concentrations of credit risk consist primarily of accounts receivable. We sell products to various companies throughout the world in the ordinary course of business. We routinely assess the financial strength of our customers and maintain allowances for anticipated losses. As of December 31, 2024, receivables from our five top customers represented approximately 54.7 % of total receivables. Foreign Currency Translation - Our functional currency is the local currency. Accordingly, all assets and liabilities of our foreign subsidiaries are translated using exchange rates in effect at the end of the period; revenue and costs are translated using average exchange rates for the period. The related translation adjustments are reported in accumulated other comprehensive income (loss) in stockholders’ equity. Translation gains and losses arising from transactions denominated in a currency other than the functional currency of the entity are included in the results of operations. Foreign Currency Forward Exchange Contracts - We use forward exchange contracts to hedge certain foreign currency transaction exposures. We estimate our projected revenues and purchases in certain foreign currencies or locations and hedge a portion of the anticipated long or short position. The contracts typically run from one month to 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. For forward contracts that are designated as hedging instruments, the gains and losses are recorded in accumulated other comprehensive income (loss) and recognized in the Consolidated Statement of Operations when the contracts are settled. We do not hold or issue foreign exchange options or forward contracts for trading purposes. Interest Rate Swap Agreement - We use an interest rate swap agreement to fix the interest rate on a portion of our variable interest debt thereby reducing exposure to interest rate changes. The interest rate swap agreement was formally designated at inception as a hedging instrument. Therefore, changes in the fair value of the interest rate swap are recorded in accumulated other comprehensive income (loss) and recognized in the Consolidated Statement of Operations when the contracts are settled. Share-Based Compensation - We recognize share-based compensation based on the grant-date fair value of the equity instruments awarded. Share-based compensation expense is recognized in the consolidated financial statements on a straight-line basis over the requisite service period for the entire award. We account for forfeitures of stock-based compensation awards as they occur. Refer to Note 11, Share-Based Compensation for additional discussion. 44 Table of Contents Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. 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). 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. The Company implemented ASU 2023-07 as of December 31, 2024 and amended related segment disclosures. See Note 16, Segment Reporting. 2. Revenue Recognition 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. The nature, timing and uncertainty of recognition of revenue and associated cash flows across the varying product lines, geographic regions and customer end markets is substantially consistent. Contractual Arrangements - Revenue is measured based on terms and conditions specified in contracts or purchase orders with customers. We have long-term contracts with some customers that govern overall terms and conditions which are accompanied by purchase orders that define specific order quantities and/or price. We have many customers with which we conduct business for which the terms and conditions are outlined in purchase orders without a long-term contract. We generally do not have customer contracts with minimum order quantity requirements. Amount and Timing of Revenue Recognition - The transaction price is based on the consideration to which the Company will be entitled in exchange for transferring control of a product to the customer. This is defined in a purchase order or in a separate pricing arrangement and represents the stand-alone selling price. Our payment terms vary by customer. None of the Company's business arrangements as of December 31, 2024, contained a significant financing component. We typically do not have multiple performance obligations requiring us to allocate a transaction price. We recognize revenue at the point in time when we satisfy a performance obligation by transferring control of a product to a customer, usually at a designated shipping point and in accordance with customer specifications. Estimates are made for variable consideration resulting from quality, delivery, discounts or other issues affecting the value of revenue and accounts receivable. This amount is estimated based on historical trends and current market conditions, and only amounts deemed collectible are recognized as revenues. Other Matters - Shipping and handling costs billed to customers are recorded in revenues and costs associated with outbound freight are generally accounted for as a fulfillment cost and are included in cost of revenues. We generally do not provide for extended warranties or material customer incentives. Our customers typically do not have a general right of return for our products. 45 Table of Contents We had outstanding customer accounts receivable, net of allowances, of $ 118.7 million as of December 31, 2024 and $ 129.3 million as of December 31, 2023. We generally do not have other assets or liabilities associated with customer arrangements. Revenue Disaggregation - The following is the composition, by product category, of our revenues: Twelve Months Ended December 31, 2024 Vehicle Solutions Electrical Systems Aftermarket & Accessories Total Seats $ 245,733 $ — $ 66,194 $ 311,927 Electrical wire harnesses, panels and assemblies 2,756 189,626 13,501 205,883 Plastic & Trim components 152,413 — 5,176 157,589 Mirrors, wipers and controls 3,262 — 44,694 47,956 Total $ 404,164 $ 189,626 $ 129,565 $ 723,355 Twelve Months Ended December 31, 2023 Vehicle Solutions Electrical Systems Aftermarket & Accessories Total Seats $ 274,591 $ — $ 71,114 $ 345,705 Electrical wire harnesses, panels and assemblies 2,985 228,424 13,967 245,376 Plastic & Trim components 186,816 — 7,604 194,420 Mirrors, wipers and controls 5,570 — 44,398 49,968 Total $ 469,962 $ 228,424 $ 137,083 $ 835,469 Twelve Months Ended December 31, 2022 Vehicle Solutions Electrical Systems Aftermarket & Accessories Total Seats $ 286,262 $ — $ 75,354 $ 361,616 Electrical wire harnesses, panels and assemblies 89 180,369 10,316 190,774 Plastic & Trim components 179,910 — 5,552 185,462 Mirrors, wipers and controls 4,073 35 40,623 44,731 Total $ 470,334 $ 180,404 $ 131,845 $ 782,583 3. Debt Debt consisted of the following at December 31: 2024 2023 Term loan facility $ 85,000 $ 141,563 Revolving credit facility 50,500 — Unamortized discount and issuance costs — ( 49 ) $ 135,500 $ 141,514 Less: current portion ( 8,438 ) ( 15,313 ) Total long-term debt, net of current portion $ 127,062 $ 126,201 Credit Agreement On April 30, 2021, the Company and certain of its subsidiaries entered into a credit agreement (the “Credit Agreement”) between, among others, Bank of America, N.A. as administrative agent (the “Administrative Agent”) and other lenders party thereto (the “Lenders”) pursuant to which the Lenders made available a $ 150 million Term Loan Facility (the “Term Loan Facility”) and a $ 125 million Revolving Credit Facility (the “Revolving Credit Facility” and together with the Term Loan Facility, the “Credit Facilities”). Subject to the terms of the Credit Agreement, the Revolving Credit Facility includes a $ 10 million swing line sublimit and a $ 10 million letter of credit sublimit. The Credit Agreement provides for an incremental term facility agreement and/or an increase of the Revolving Credit Facility (together, the “Incremental Facilities”), in a maximum aggregate amount of (a) up to the date of receipt of financial statements for the fiscal quarter ending June 30, 2022, 46 Table of Contents $ 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, in a maximum aggregate amount of (a) up to the date of receipt of financial statements for the fiscal quarter ending June 30, 2022, $ 75 million, and (b) thereafter, (i) $ 75 million less the aggregate principal amount of Incremental Facilities incurred before such date, plus (ii) an unlimited amount if the pro forma consolidated total leverage ratio (assuming the Incremental Facilities are fully drawn) is less than 2.50 :1.0. Further, separate from the Company’s annual $ 35 million capital spending cap, a one-time $ 45 million capital project basket was included in the Amendment. All other key provisions, including the $ 75 million accordion, acquisition holiday, and other baskets remain unchanged. The Credit Facilities mature on May 12, 2027 (the “Maturity Date”). 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. The unamortized deferred financing fees associated with the Revolving Credit Facility were $ 0.8 million and $ 1.0 million as of December 31, 2024 and December 31, 2023, respectively, and 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 outstanding letters of credit of $ 1.2 million. Interest rates and fees Amounts outstanding under the Credit Facilities and the commitment fee payable in connection with the Credit Facilities accrue interest at a per annum rate equal to (at the Company’s option) the base rate or the Term Secured Overnight Financing Rate ("SOFR"), including a credit spread adjustment, plus a rate which will vary according to the Consolidated Total Leverage Ratio as set forth in the most recent compliance certificate received by the Administrative Agent, as set out in the following table: Pricing Tier Consolidated Total Leverage Ratio Commitment Fee Letter of Credit Fee Term SOFR Loans Base Rate Loans I ≥ 4.00 to 1.00 0.45 % 3.25 % 3.25 % 2.25 % II < 4.00 to 1.00 but ≥ 3.50 to 1.00 0.40 % 3.00 % 3.00 % 2.00 % III < 3.50 to 1.00 but ≥ 3.00 to 1.00 0.35 % 2.75 % 2.75 % 1.75 % IV < 3.00 to 1.00 but ≥ 2.50 to 1.00 0.30 % 2.50 % 2.50 % 1.50 % V < 2.50 to 1.00 0.25 % 2.25 % 2.25 % 1.25 % 47 Table of Contents Guarantee and Security 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. The property pledged by the Company and the Guarantors includes a first priority pledge of all of the equity interests owned by the Company and the Guarantors in their respective domestic subsidiaries and a first priority pledge of the equity interests owned by the Company and the Guarantors in certain foreign subsidiaries, in each case, subject to certain exceptions. Covenants and other terms The 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; pay dividends or make certain other distributions; make certain investments or acquisitions; dispose of certain assets; make payments on certain indebtedness; merge, combine with any other person or liquidate; amend organizational documents; make material changes in accounting treatment or reporting practices; enter into certain restrictive agreements; enter into certain hedging agreements; engage in transactions with affiliates; enter into certain employee benefit plans; make acquisitions; and other matters customarily included in senior secured loan agreements. 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; violation of covenants in the Credit Agreement and certain other documents executed in connection therewith; breach or default of agreements related to material debt; revocation or attempted revocation of guarantees; denial of the validity or enforceability of the loan documents or failure of the loan documents to be in full force and effect; certain material judgments; certain events of bankruptcy or insolvency; certain Employee Retirement Income Securities Act events; and a change in control of the Company. Certain of the defaults are subject to exceptions, materiality qualifiers, grace periods and baskets customary for credit facilities of this type. The 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. Repayment and prepayment The Credit Agreement requires the Company to make quarterly amortization payments to the Term Loan Facility at an annualized rate of the loans under the Term Loan Facility for every year as follows: 5.0 %, 7.5 %, 10.0 %, 12.5 % and 15.0 %. The Credit Agreement also requires all outstanding amounts under the Credit Facilities to be repaid in full on the Maturity Date. The Credit Agreement requires mandatory prepayments from the receipt of proceeds of dispositions or debt issuance, subject to certain exceptions and the Company's ability to re-invest and use proceeds towards acquisitions permitted by the Credit Agreement. Voluntary prepayments of amounts outstanding under the Credit Facilities are permitted at any time, without premium or penalty. 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, 2024, with availability of approximately $ 11.0 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 December 31, 2024 and December 31, 2023. 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. 48 Table of Contents 4. Intangible Assets Our definite-lived intangible assets were comprised of the following: December 31, 2024 December 31, 2023 Weighted- Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Trademarks/tradenames 30 years $ 8,182 $ ( 5,251 ) $ 2,931 $ 8,265 $ ( 5,070 ) $ 3,195 Customer relationships 15 years 5,227 ( 4,240 ) 987 12,972 ( 9,573 ) 3,399 $ 13,409 $ ( 9,491 ) $ 3,918 $ 21,237 $ ( 14,643 ) $ 6,594 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. 5. Fair Value Measurement Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 - Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. Level 3 - Significant unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. Our financial instruments consist of cash, accounts receivable, accounts payable, accrued liabilities, pension assets and liabilities. The carrying value of these instruments approximates fair value as a result of the short duration of such instruments or due to the variability of the interest cost associated with such instruments. Recurring Measurements Foreign Currency Forward Exchange Contracts. Our derivative assets and liabilities represent foreign exchange contracts that are measured at fair value using observable market inputs such as forward rates, interest rates, our own credit risk and counterparty credit risk. Based on the utilization of these inputs, the derivative assets and liabilities are classified as Level 2. To manage our risk for transactions denominated in Mexican Pesos, Czech Crown and Ukrainian Hryvnia, we have entered into forward exchange contracts that are designated as cash flow hedge instruments, which are recorded in the Consolidated Balance Sheets at fair value. The gains and losses as a result of the changes in fair value of the hedge contract for transactions denominated in Mexican Pesos are deferred in accumulated other comprehensive loss and recognized in cost of revenues in the period the related hedge transactions are settled. As of December 31, 2024, hedge contracts for transactions denominated Czech Crown were not designated as a hedging instruments; therefore, they are marked-to-market and the fair value of agreements is recorded in the Consolidated Balance Sheets with the offsetting gains and losses recognized in other (income) expense and recognized in cost of revenues in the period the related hedge transactions are settled in the Consolidated Statements of Operations. Interest Rate Swaps. To manage our exposure to variable interest rates, we have entered into interest rate swaps to exchange, at a specified interval, the difference between fixed and variable interest amounts calculated by reference to an agreed upon notional principal amount. The interest rate swaps are intended to mitigate the impact of rising interest rates on the Company and covers 50 % of outstanding debt under the Term Loan Facility. Any changes in fair value are included in earnings or deferred through Accumulated other comprehensive loss, depending on the nature and effectiveness of the offset. Any 49 Table of Contents 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. The gain on the swap settlement has been recorded in Other comprehensive income (loss) and will be recognized over the life of the settled swaps. Following the settlement of the existing interest rate swaps, we entered into a new interest rate swap agreement to align with the SOFR rate and maturity date of the Credit Agreement. The fair values of our derivative assets and liabilities and Contingent Consideration measured on a recurring basis as of December 31 and are categorized as follows: December 31, 2024 December 31, 2023 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Foreign exchange contract designated as hedging instruments $ — $ — $ — $ — $ 1,318 $ — $ 1,318 $ — Interest rate swap agreement $ 1,069 $ — $ 1,069 $ — $ 1,073 $ — $ 1,073 $ — Liabilities: Foreign exchange contract designated as hedging instruments $ 5,698 $ — $ 5,698 $ — $ — $ — $ — $ — Foreign exchange contract not designated as hedging instruments $ 53 $ — $ 53 $ — $ 304 $ — $ 304 $ — The following table summarizes the notional amount of our open foreign exchange contracts at December 31: 2024 2023 U.S. $ Equivalent U.S. $ Equivalent Fair Value U.S. $ Equivalent U.S. $ Equivalent Fair Value Commitments to buy or sell currencies - Foreign exchange contract designated as hedging instruments $ 54,359 $ 55,251 $ 56,741 $ 58,094 Commitments to buy or sell currencies - Foreign exchange contract not designated as hedging instruments $ 4,697 $ 5,023 $ 16,608 $ 16,806 We consider the impact of our credit risk on the fair value of the contracts, as well as the ability to execute obligations under the contract. 50 Table of Contents The following table summarizes the fair value and presentation of derivatives in the Consolidated Balance Sheets at December 31: Derivative Asset Balance Sheet Location Fair Value 2024 2023 Foreign exchange contract designated as hedging instruments Other current assets $ — $ 1,179 Foreign exchange contract designated as hedging instruments Other assets $ — $ 139 Interest rate swap agreement Other assets $ 1,069 $ 1,073 Derivative Liability Balance Sheet Location Fair Value 2024 2023 Foreign exchange contract designated as hedging instruments Accrued liabilities and other $ 5,648 $ — 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 Balance Sheet Location Fair Value 2024 2023 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: 2024 2023 Location of Gain (Loss) Recognized on Derivatives Amount of Gain (Loss) Recognized in Income on Derivatives Foreign exchange contract designated as hedging instruments Cost of revenues $ ( 2,454 ) $ 5,339 Interest rate swap agreements Interest expense $ 1,498 $ 1,466 Interest rate swap agreements settled in 2022 Interest expense $ 755 $ 756 Foreign exchange contract not designated as hedging instruments Other (income) expense $ 281 $ ( 220 ) We consider the impact of our credit risk on the fair value of the contracts, as well as our ability to honor obligations under the contract. 51 Table of Contents Other Fair Value Measurements The fair value of long-term debt obligations is based on a fair value model utilizing observable inputs. Based on these inputs, our long-term debt fair value as disclosed is classified as Level 2. The carrying amounts and fair values of our long-term debt obligations are as follows: December 31, 2024 December 31, 2023 Carrying Amount Fair Value Carrying Amount Fair Value Term loan and security agreement 1 $ 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. 6. Leases The Company leases office, warehouse and manufacturing space and certain equipment under non-cancelable operating lease agreements that generally require us to pay maintenance, insurance, taxes and other expenses in addition to annual rental fees. Our leases have remaining lease terms of one year to 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: Twelve Months Ended December 31, 2024 2023 Operating lease cost $ 10,289 $ 9,225 Finance lease cost: Amortization of right-of-use assets 92 150 Interest on lease liabilities 9 14 Finance lease cost $ 101 $ 164 Short-term lease cost 1 4,423 6,168 Total lease expense $ 14,813 $ 15,557 1. Includes variable lease costs, which are not significant. Supplemental cash flow information related to leases is as follows: Twelve Months Ended December 31, 2024 Twelve Months Ended December 31, 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,797 $ 8,843 Financing cash flows from finance leases $ 107 $ 154 52 Table of Contents Supplemental balance sheet information related to leases is as follows: Balance Sheet Location December 31, 2024 December 31, 2023 Operating Leases Right-of-use assets, net Operating lease right-of-use asset, net $ 29,931 $ 31,165 Current liabilities Current operating lease liabilities 8,033 7,502 Non-current liabilities Long-term operating lease liabilities 22,795 24,417 Total operating lease liabilities $ 30,828 $ 31,919 Finance Leases Right-of-use assets, net Other assets $ 97 $ 205 Current liabilities Accrued liabilities and other 57 108 Non-current liabilities Other long-term liabilities 37 107 Total finance lease liabilities $ 94 $ 215 Weighted Average Remaining Lease Term Operating leases 6.7 years 7.1 years Finance leases 1.7 years 3.0 years Weighted Average Discount Rate Operating leases 12.7 % 11.3 % Finance leases 8.6 % 6.6 % As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. We utilize an incremental borrowing rate, which is reflective of the specific term of the leases and economic environment of each geographic region, and apply a portfolio approach for certain machinery and equipment that have consistent terms in a specific geographic region. Anticipated future lease costs, which are based in part on certain assumptions to approximate minimum annual rental commitments under non-cancelable leases, are as follows: Year Ending December 31, Operating Financing Total 2025 $ 11,184 $ 63 $ 11,247 2026 8,582 30 8,612 2027 5,461 8 5,469 2028 3,972 1 3,973 2029 3,051 — 3,051 Thereafter 14,904 — 14,904 Total lease payments $ 47,154 $ 102 $ 47,256 Less: Imputed interest ( 16,326 ) ( 8 ) ( 16,334 ) 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. 53 Table of Contents 7. Income Taxes Pre-tax income (loss) consisted of the following for the years ended December 31: 2024 2023 2022 Domestic $ ( 20,095 ) $ ( 1,017 ) $ ( 25,410 ) Foreign 11,854 29,447 29,688 Total $ ( 8,241 ) $ 28,430 $ 4,278 A reconciliation of income taxes computed at the statutory rates to the reported income tax provision for the years ended December 31 follows: 2024 2023 2022 Federal provision (benefit) at statutory rate $ ( 1,730 ) $ 5,970 $ ( 224 ) U.S./Foreign tax rate differential 604 828 2,320 Foreign non-deductible expenses 376 ( 14 ) ( 1,084 ) Foreign tax provision 311 821 1,734 State taxes, net of federal benefit ( 337 ) ( 1 ) ( 297 ) State tax rate change, net of federal benefit 72 ( 201 ) ( 33 ) Change in uncertain tax positions ( 343 ) 209 38 Change in valuation allowance 28,769 ( 21,750 ) 14,776 Tax credits ( 1,738 ) ( 2,284 ) ( 1,244 ) Share-based compensation 457 ( 30 ) ( 91 ) Executive compensation (IRC 162m) 38 226 871 Repatriation of foreign earnings 1,237 435 1,245 GILTI, net of related foreign tax credit — 142 365 Pension settlement — — 3,394 Other ( 223 ) 446 ( 866 ) Provision (benefit) for income taxes $ 27,493 $ ( 15,203 ) $ 20,904 The provision (benefit) for income taxes for the years ended December 31 follows: 2024 2023 2022 Current Deferred Total Current Deferred Total Current Deferred Total Federal $ ( 289 ) $ 19,963 $ 19,674 $ ( 2,157 ) $ ( 18,166 ) $ ( 20,323 ) $ ( 338 ) $ 16,831 $ 16,493 State and local 56 3,592 3,648 433 ( 3,355 ) ( 2,922 ) 276 4,039 4,315 Foreign 3,685 486 4,171 7,220 822 8,042 8,486 ( 8,390 ) 96 Total $ 3,452 $ 24,041 $ 27,493 $ 5,496 $ ( 20,699 ) $ ( 15,203 ) $ 8,424 $ 12,480 $ 20,904 54 Table of Contents A summary of deferred income tax assets and liabilities as of December 31 follows: 2024 2023 Noncurrent deferred tax assets: Amortization and fixed assets $ 6,106 $ 11,070 Inventories 2,893 5,184 Pension obligations 2,467 2,467 Warranty obligations 226 264 Accrued benefits 792 1,035 Operating leases 9,486 9,858 Tax credit carryforwards 8,612 6,073 Net operating loss carryforwards 18,233 10,705 Other temporary differences 8,883 8,787 Total noncurrent deferred tax assets $ 57,698 $ 55,443 Valuation allowance ( 35,934 ) ( 9,342 ) Net noncurrent deferred tax assets $ 21,764 $ 46,101 Noncurrent deferred tax liabilities: Amortization and fixed assets $ ( 1,132 ) $ ( 1,309 ) Inventories ( 59 ) ( 8 ) Operating leases ( 9,242 ) ( 9,428 ) Other temporary differences ( 571 ) ( 2,061 ) Total noncurrent tax liabilities ( 11,004 ) ( 12,806 ) Net noncurrent deferred tax liabilities $ ( 11,004 ) $ ( 12,806 ) Total net deferred tax asset $ 10,760 $ 33,295 Deferred taxes are reflected in the Consolidated Balance Sheet as follows: Net non-current deferred tax assets $ 11,084 $ 33,568 Non-current deferred tax liabilities (included in Other long-term liabilities) $ ( 324 ) $ ( 273 ) Total net deferred tax asset $ 10,760 $ 33,295 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. 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 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 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. 55 Table of Contents Activity for the years ended December 31 is as follows (in thousands): 2024 2023 2022 Balance - Beginning of the year $ 9,340 $ 31,090 $ 18,371 Provisions 26,594 297 24,506 Utilizations and reversals — ( 22,047 ) ( 11,787 ) Balance - End of the year $ 35,934 $ 9,340 $ 31,090 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. foreign tax credit carryforwards, and $ 3.0 million of research and development tax credit carryforwards. The carryforward periods for these net operating losses range from five years to indefinite, foreign tax credits begin to expire in 2027, and research and development tax credits begin to expire in 2037. 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. As of December 31, 2024, cash of $ 26.6 million was held by foreign subsidiaries. During the year ended December 31, 2024, $ 13.4 million was repatriated from the Company's foreign subsidiaries. The Company had a $ 0.1 million deferred tax liability as of December 31, 2024 for the expected future income tax implications of repatriating cash from the foreign subsidiaries for which indefinite reinvestment is not expected. We file federal income tax returns in the U.S. and income tax returns in various states and foreign jurisdictions. In the U.S., we are generally no longer subject to tax assessment for tax years prior to 2018. In our major non-U.S. jurisdictions including China, Czech Republic, Mexico and the United Kingdom, tax years are typically subject to examination for three to five years. As of December 31, 2024, and 2023, we provided a liability of $ 0.9 million and $ 1.3 million, respectively, for unrecognized tax benefits associated with our U.S. federal and state, and foreign jurisdictions. The majority of these unrecognized tax benefits are netted against their related non-current deferred tax assets. We accrue interest and penalties related to unrecognized tax benefits through income tax expense. We had $ 0.8 million and $ 1.2 million accrued for the payment of interest and penalties as of December 31, 2024 and December 31, 2023, respectively. Accrued interest and penalties are included in the $ 0.9 million of unrecognized tax benefits. A reconciliation of the beginning and ending amount of unrecognized tax benefits (including interest and penalties) at December 31 follows: 2024 2023 2022 Balance - Beginning of the year $ 1,338 $ 1,089 $ 1,093 Gross increase - tax positions in prior periods 154 60 426 Gross increases - current period tax positions — 149 — Lapse of statute of limitations ( 571 ) — ( 389 ) Currency translation adjustment 20 40 ( 41 ) Balance - End of the year $ 941 $ 1,338 $ 1,089 56 Table of Contents 8. Accrued and Other Liabilities Accrued and other liabilities consisted of the following as of December 31: 2024 2023 Compensation and benefits $ 12,542 $ 23,604 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 Other 4,557 9,019 $ 32,325 $ 44,836 9. Defined Contribution Plan, Pension and Other Post-Retirement Benefit Plans Defined Contribution Plan - We sponsor a defined contribution plan covering eligible employees. Eligible employees can contribute on a pre-tax basis to the plan. In accordance with the terms of the 401(k) plan, we elect to match a certain percentage of the participants’ contributions to the plan, as defined. We recognized expense associated with the plan of $ 4.6 million, $ 4.3 million and $ 4.0 million for the years ended December 31, 2024, 2023, and 2022, respectively. Pension and Other Post-Retirement Benefit Plans - We sponsor pension and other post-retirement benefit plans that cover certain hourly and salaried employees in the U.S. and United Kingdom. Each of the plans are frozen to new participants and to additional service credits earned. Our policy is to make annual contributions to the plans to fund the minimum contributions, as required by local regulations. As of December 31, 2022, the Company settled its U.S. Pension Plan liabilities through lump-sum payments and purchase of an annuity contract. The lump-sum payments of $ 4.4 million and the annuity contract totaling $ 25.2 million were paid out of plan assets and resulted in an $ 9.2 million non-cash settlement charge, which was recorded in Other comprehensive income in the Consolidated Statements of Comprehensive Income (Loss) during the year ended December 31, 2022. The change in benefit obligation, plan assets and funded status as of December 31 is as follows: Non-U.S. Pension Plan 2024 2023 Change in benefit obligation: Benefit obligation — Beginning of the year $ 32,172 $ 29,885 Interest cost 1,399 1,418 Benefits paid ( 1,736 ) ( 1,801 ) Actuarial (gain) loss ( 2,734 ) 1,087 Exchange rate changes ( 435 ) 1,583 Benefit obligation at end of the year $ 28,666 $ 32,172 Change in plan assets: Fair value of plan assets — Beginning of the year $ 23,052 $ 21,537 Actual return on plan assets ( 1,652 ) 1,053 Employer contributions 1,240 1,125 Benefits paid ( 1,736 ) ( 1,801 ) Exchange rate changes ( 313 ) 1,138 Fair value of plan assets at end of the year 20,591 23,052 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. 57 Table of Contents Actuarial Gain - The projected Non-U.S. 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: Non-U.S. Pension Plan 2024 2023 2022 Interest cost $ 1,399 $ 1,418 $ 785 Expected return on plan assets ( 1,293 ) ( 1,221 ) ( 1,016 ) Amortization of prior service cost 50 48 48 Recognized actuarial loss 872 757 603 Net periodic cost (benefit) $ 1,028 $ 1,002 $ 420 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: Non-U.S. Pension Plan 2024 2023 2022 Net actuarial loss $ 13,899 $ 14,165 $ 13,603 Prior service cost 538 572 618 $ 14,437 $ 14,737 $ 14,221 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: Non-U.S. Pension Plan 2024 2023 Actuarial (gain) loss $ 205 $ 1,186 Amortization of actuarial (loss) gain ( 844 ) ( 716 ) Prior service credit ( 48 ) ( 46 ) Total recognized in other comprehensive income (loss) $ ( 687 ) $ 424 Weighted-average assumptions used to determine benefit obligations at December 31 were as follows: Non-U.S. Pension Plan 2024 2023 Discount rate 5.40 % 4.45 % Weighted-average assumptions used to determine net periodic benefit cost at December 31 were as follows: Non-U.S. Pension Plan 2024 2023 2022 Discount rate 4.45 % 4.45 % 1.80 % Expected return on plan assets 5.65 % 5.65 % 2.90 % The rate of return assumptions are based on projected long-term market returns for the various asset classes in which the plans are invested, weighted by the target asset allocations. An incremental amount for active plan asset management and diversification, where appropriate, is included in the rate of return assumption. Our pension plan investment strategy is reviewed periodically, but no less frequently than annually. We employ a total return investment approach whereby a mix of equities, fixed income and real estate investments are intended to maximize the long-term return of plan assets taking into consideration a prudent level of risk. The intent of this strategy is to minimize plan expenses by outperforming plan liabilities over the long run. Risk tolerance is established through consideration of plan liabilities, plan funded status and corporate financial condition. The investment portfolio contains a diversified blend of 58 Table of Contents equity, balanced, fixed income and real estate investments. Furthermore, equity investments are diversified across U.S. and non-U.S. stocks, as well as growth, value and large and small capitalizations. Other assets, such as real estate, are used judiciously to perhaps enhance long-term returns and to improve portfolio diversification. Derivatives may be used to gain market exposure in an efficient and timely manner; however, derivatives may not be used to leverage the portfolio beyond the market value of the underlying investments. Investment risk is measured and monitored on an ongoing basis in light of annual liability measurements, periodic asset/liability studies and quarterly investment portfolio reviews. We expect to contribute approximately $ 1.5 million to our non-U.S. pension plan and our other post-retirement benefit plans in 2025. Our investment allocation target for our non-U.S. pension plan for 2024 and our weighted-average asset allocations of our pension assets for the years ended December 31, by asset category, are as follows: Target Allocation % Actual Allocations % 2024 2023 2024 2023 Cash and cash equivalents — — 1 1 Equity/Balanced securities 27 23 26 23 Fixed income securities 73 77 73 76 100 % 100 % 100 % 100 % The non-U.S. pension plan assets are held in a pooled separate account which represents an insurance contract under which plan assets are administered through pooled funds. The contract portfolio includes cash and cash equivalents, equity/ balanced securities, and fixed income securities. The contract is valued daily based on the market value of the underlying net assets. The majority of the underlying net assets have observable Level 1 and/or 2 quoted pricing inputs which are used to determine the unit value of the contract, which is not publicly quoted and therefore classified as Level 2 of the fair value hierarchy. See Note 1, Significant Accounting Policies, for further detail on fair value hierarchy. The assets within the insurance contract can be described as follows: Equity Securities - Includes common stocks issued by U.S., United Kingdom and other international companies, equity funds that invest in common stocks and unit linked insurance policies. Equity investments generally allow near-term (within 90 days of the measurement date) liquidity and are held in issues that are actively traded to facilitate transactions at minimum cost. Balanced Securities - Includes funds primarily invested in a mix of equity and fixed income securities where the allocations are at the discretion of the investment manager. Investments generally allow near-term (within 90 days of the measurement date) liquidity and are held in issues that are actively traded to facilitate transactions at minimum cost. Fixed Income Securities - Includes U.S. dollar-denominated and United Kingdom and other international marketable bonds and convertible debt securities as well as fixed income funds that invest in these instruments. Investments generally allow near-term liquidity and are held in issues that are actively traded to facilitate transactions at minimum cost. The fair values of our pension plan assets by asset category and by level as described in Note 1, Significant Accounting Policies, for the years ended December 31, 2024 and 2023 are as follows: December 31, 2024 Quoted Prices in Active Markets for Identical Assets Significant Observable Inputs Significant Unobservable Inputs Total Level 1 Level 2 Level 3 Insurance contracts and other $ 20,591 $ — $ 20,591 $ — Total pension fund assets $ 20,591 $ — $ 20,591 $ — December 31, 2023 Quoted Prices in Active Markets for Identical Assets Significant Observable Inputs Significant Unobservable Inputs Total Level 1 Level 2 Level 3 Insurance contract and other $ 23,052 $ — $ 23,052 $ — Total pension fund assets $ 23,052 $ — $ 23,052 $ — 59 Table of Contents The following table summarizes expected future benefit payments out of our pension and other post-retirement benefit plans: Year Ending December 31, Pension Plans 2025 $ 1,995 2026 $ 1,918 2027 $ 1,937 2028 $ 1,997 2029 $ 2,088 2030 to 2034 $ 9,915 10. Performance Awards In 2020, the Company made awards, defined as cash, shares or other awards, to employees under the Commercial Vehicle Group, Inc. 2014 Equity Incentive Plan (the “2014 EIP”) and the Commercial Vehicle Group, Inc. 2020 Equity Incentive Plan (the “2020 EIP”). Effective June 15, 2020, as part of the Company’s stockholders’ approval of the 2020 EIP, the Company agreed that no more awards will be made under the 2014 EIP. Restricted Cash Awards – Restricted cash is a grant that is earned and payable in cash based upon the Company’s relative total shareholder return in terms of ranking as compared to the peer group and Return on Invested Capital ("ROIC") component established by the Compensation Committee of the Board of Directors. Performance Stock Awards Settled in Cash – Performance-based stock award is a grant that is earned and payable in cash. The total amount payable as of the award's vesting date is determined based upon the number of shares allocated to a participant, the Company’s relative total shareholder return in terms of ranking which can fluctuate as compared to the peer group over the performance period, ROIC performance, and the share price of the Company's stock. Total shareholder return is determined by the percentage change in value (positive or negative) over the applicable measurement period as measured by dividing (A) the sum of the cumulative value of dividends and other distributions paid on the Common Stock for the applicable measurement period and the difference (positive or negative) between each such company’s starting stock price and ending stock price, by (B) the starting stock price. Performance targets are based on relative total shareholder return in terms of ranking as compared to the peer group over the performance period. ROIC is defined as adjusted net income plus interest expense (net of tax), divided by total assets less current liabilities plus current debt. A five -point average is used to calculate the asset denominator. These awards are payable at the end of the performance period in cash if the employee is employed through the end of the performance period. If the employee is not employed during the entire performance period, the award is forfeited. These grants are accounted for as cash settlement awards for which the fair value of the award fluctuates based on the change in total shareholder return in relation to the peer group. The following table summarizes performance awards granted in the form of cash awards under the equity incentive plans: Amount Adjusted Award Value at December 31, 2023 $ 1,901 New grants 3,028 Forfeitures 1 ( 705 ) Adjustments ( 3,200 ) Payments ( 324 ) Adjusted Award Value at December 31, 2024 $ 700 1. 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. Unrecognized compensation expense was $ 0.5 million as of December 31, 2024. 60 Table of Contents 11. Share-Based Compensation The compensation expense for our share-based compensation arrangements (see Restricted Stock Awards below) was $ 3.9 million, $ 3.8 million and $ 5.8 million for the years ended December 31, 2024, 2023 and 2022, respectively. Share-based compensation expense is included in selling, general and administrative expenses in the Consolidated Statements of Operations. Restricted Stock Awards - Restricted stock is a grant of shares of common stock that may not be sold, encumbered or disposed of and that may be forfeited in the event of certain terminations of employment or in the case of the board of directors, a separation for cause, prior to the end of a restricted period set by the compensation committee of the board of directors. Forfeitures are recorded as they occur. A participant granted restricted stock generally has all of the rights of a stockholder, unless the compensation committee determines otherwise. Time-based restricted stock awards generally vest over the three-year period following the date of grant, unless forfeited, and will be paid out in the form of stock at the end of the vesting period. Performance Stock Awards Settled in Stock – Performance-based stock awards have similar restrictions as restricted stock. They vest over the specified period following the date of grant, unless forfeited, and will be paid out in the form of stock at the end of the vesting period if the Company meets the performance targets set at the time the award was granted. Performance targets are based on relative total shareholder return in terms of ranking as compared to the peer group over the performance period and ROIC performance. As of December 31, 2024, there was approximately $ 4.4 million of unrecognized compensation expense related to non-vested share-based compensation arrangements granted under our equity incentive plans. This expense is subject to future adjustments and forfeitures and will be recognized on a straight-line basis over the remaining period listed above for each grant. A summary of the status of our restricted stock awards as of December 31, 2024 and changes during the twelve-month period ending December 31, 2024, is presented below: 2024 Shares (in thousands) Weighted- Average Grant-Date Fair Value Non-vested - beginning of year 591 $ 7.66 Granted 820 4.76 Vested ( 490 ) 7.45 Forfeited ( 86 ) 6.84 Non-vested - end of year 835 $ 5.02 As of December 31, 2024, a total of 1.3 million shares were available for future grants from the shares authorized for award under our 2020 EIP, including cumulative forfeitures. Repurchase of Common Stock - We did not repurchase any of our common stock on the open market as part of a stock repurchase program during 2024; however, our employees surrendered 118 thousand shares of our common stock to satisfy tax withholding obligations on the vesting of the restricted stock awards. 12. Stockholders’ Equity Common Stock - Our authorized capital stock consists of 60,000,000 shares of common stock with a par value of $ 0.01 per share, with 33,694,396 and 33,322,535 shares were issued and outstanding as of December 31, 2024 and 2023, respectively. Preferred Stock - Our authorized capital stock includes preferred stock of 5,000,000 shares with a par value of $ 0.01 per share, with no shares outstanding as of December 31, 2024 and 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. Potential common shares are included in the diluted earnings per share calculation when dilutive. 61 Table of Contents Diluted earnings (loss) per share for years ended December 31, 2024, 2023 and 2022 includes the effects of potential common shares when dilutive and is as follows: 2024 2023 2022 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 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. The terms of our Credit Agreement restrict the payment or distribution of our cash or other assets, including cash dividend payments. 13. Other Comprehensive Income (Loss) The activity for each item of accumulated other comprehensive income (loss) is as follows: Foreign 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 ) Net current period change 1,584 ( 178 ) 7,627 9,033 Amounts reclassified into earnings — ( 206 ) ( 7,561 ) ( 7,767 ) Balance - December 31, 2023 $ ( 23,227 ) $ ( 11,896 ) $ 4,839 $ ( 30,284 ) Net current period change ( 7,435 ) 53 ( 6,262 ) ( 13,644 ) Amounts reclassified into earnings — 384 201 585 Balance - December 31, 2024 $ ( 30,662 ) $ ( 11,459 ) $ ( 1,222 ) $ ( 43,343 ) 62 Table of Contents The related tax effects allocated to each component of other comprehensive income (loss) for the years ended December 31, 2024 and 2023 are as follows: 2024 Before Tax Amount Tax Expense After Tax Amount Net current period change Cumulative translation adjustment $ ( 7,435 ) $ — $ ( 7,435 ) Net actuarial gain and prior service credit ( 108 ) 161 53 Derivative instruments ( 8,294 ) 2,032 ( 6,262 ) Net unrealized gain (loss) ( 15,837 ) 2,193 ( 13,644 ) Amounts reclassified into earnings: Actuarial loss and prior service cost 384 — 384 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 Amount Tax Expense After Tax Amount Net current period change Cumulative translation adjustment $ 1,584 $ — $ 1,584 Net actuarial gain and prior service credit ( 438 ) 260 ( 178 ) Derivative instruments 9,792 ( 2,165 ) 7,627 Net unrealized gain (loss) 10,938 ( 1,905 ) 9,033 Amounts reclassified into earnings: Actuarial loss and prior service cost ( 206 ) — ( 206 ) 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 14. Cost Reduction and Manufacturing Capacity Rationalization During the quarter ended December 31, 2023, management approved restructuring programs to align the Company’s cost structure to support margin expansion. The programs include workforce reductions and footprint optimization across segments. 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 Corporate/Other Total December 31, 2023 $ 128 $ — $ — $ 983 $ 1,111 New charges 5,936 3,745 939 164 10,784 Payments and other adjustments ( 6,036 ) ( 3,745 ) ( 939 ) ( 787 ) ( 11,507 ) December 31, 2024 $ 28 $ — $ — $ 360 $ 388 Vehicle Solutions Electrical Systems Aftermarket & Accessories Corporate/Other Total December 31, 2022 $ ( 5 ) $ — $ — $ — $ ( 5 ) New charges 809 8 — 983 1,800 Payments and other adjustments ( 676 ) ( 8 ) — — ( 684 ) December 31, 2023 $ 128 $ — $ — $ 983 $ 1,111 63 Table of Contents 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, 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 $ 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 . 15. Commitments and Contingencies Leases - As disclosed in Note 6, Leases, we lease office, warehouse and manufacturing space and equipment under non-cancelable operating lease agreements that generally require us to pay maintenance, insurance, taxes and other expenses in addition to annual rental fees. As of December 31, 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. The most likely cost to be incurred is accrued based on an evaluation of available facts; where no amount within a range of estimates is more likely, the minimum is accrued. As of December 31, 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. Management believes that the Company maintains adequate insurance and that we have established reserves for issues that are probable and estimable in amounts that are adequate to cover reasonable adverse judgments not covered by insurance. Based upon the information available to management and discussions with legal counsel, it is the opinion of management that the ultimate outcome of the various legal actions and claims that are incidental to our business are not expected to have a material adverse impact on the consolidated financial position, results of operations, equity or cash flows; however, such matters are subject to many uncertainties and the outcomes of individual matters are not predictable with any degree of assurance. Warranty - We are subject to warranty claims for products that fail to perform as expected due to design or manufacturing deficiencies. Depending on the terms under which we supply products to our customers, a customer may hold us responsible for some or all of the repair or replacement costs of defective products when the product supplied did not perform as represented. Our policy is to record provisions for estimated future customer warranty costs based on historical trends and for specific claims. These amounts, as they relate to the years ended December 31, 2024 and 2023, are included within accrued liabilities and other in the accompanying 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. 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. 64 Table of Contents The following presents a summary of the warranty provision for the years ended December 31: 2024 2023 Balance - beginning of the year $ 1,458 $ 1,433 Provision for warranty claims 1,872 1,163 Deduction for payments made and other adjustments ( 2,123 ) ( 1,138 ) Balance - end of year $ 1,207 $ 1,458 Debt Payments - As disclosed in Note 3, Debt, the Credit Agreement requires the Company to repay a fixed amount of principal on a quarterly basis and make voluntary prepayments that coincide with certain events. The following table provides future minimum principal payments due on long-term debt for the next five years. The existing long-term debt agreement matures in 2027; no payments are due thereafter: Year Ending December 31, 2025 $ 8,437 2026 $ 24,063 2027 $ 103,000 2028 $ — 2029 $ — Thereafter $ — 16. Segment Reporting 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 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: • Commercial vehicle seats for the global commercial vehicle markets including heavy duty trucks, medium duty trucks, last mile delivery trucks and vans, construction and agriculture equipment in North America, Europe and Asia-Pacific. This segment includes a portion of the company’s activities in the electric vehicle market. • Plastic & 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: • Cable and harness assemblies for both high and low voltage applications, control boxes, dashboard assemblies and design and engineering for these applications. • The end markets for these products are construction, agricultural, industrial, automotive (both internal combustion and electric vehicles), truck, mining, rail, marine, power generation and the military/defense industries in North America, Europe and Asia-Pacific. The Aftermarket & Accessories segment designs, manufactures and sells the following products: • Seats and components sold into the commercial vehicle channels that provide repair and refurbishing. These channels include OES centers and retail distributors, and are spread across North America, Europe and Asia-Pacific. • Commercial vehicle accessories including wipers, mirrors, and sensors. These products are sold both as Original Equipment and as repair products. 65 Table of Contents • Office seats primarily sold into the commercial and home office furniture distribution channels in Europe and Asia-Pacific. 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 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 $ 17,902 $ 449 $ 15,026 $ 33,377 Corporate and other unallocated costs 34,135 Other (income) expense ( 2,200 ) Interest expense 9,174 Loss on early extinguishment of debt 509 Loss before provision for income taxes $ ( 8,241 ) 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 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 Selling, general & administrative expenses 26,109 9,107 8,144 43,360 Operating income $ 33,254 $ 26,290 $ 18,370 $ 77,914 Corporate and other unallocated costs 38,041 Other (income) expense 1,195 Interest expense 10,248 Income before provision for income taxes $ 28,430 Capital expenditures, depreciation and restructuring: Capital expenditures $ 7,769 $ 9,096 $ 1,762 Depreciation expense $ 7,356 $ 3,972 $ 1,288 Restructuring $ 809 $ 8 $ — 66 Table of Contents For the year ended December 31, 2022 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 $ 19,541 $ 18,218 $ 11,546 $ 49,305 Corporate and other unallocated costs 24,484 Other (income) expense 10,463 Interest expense 9,159 Loss on early extinguishment of debt 921 Income before provision for income taxes $ 4,278 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: Years Ended December 31, 2024 2023 2022 Revenues Long-lived Assets Revenues Long-lived Assets Revenues Long-lived Assets 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 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: Years Ended December 31, Customer Primary Segment 2024 2023 2022 Customer A Vehicle Solutions 13 % 13 % 13 % Customer B Vehicle Solutions 11 % 10 % 16 % 17. 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 67 Table of Contents 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 ) 68 Table of Contents 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 ) 69 Table of Contents 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) 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 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 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. 70 Table of Contents 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 71 Table of Contents 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 Net income 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 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There were no disagreements with our independent accountants on matters of accounting and financial disclosures or reportable events.