UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q



x☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, ~~2017~~2021



¨☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-34365

COMMERCIAL VEHICLE GROUP, INC.

(Exact name of Registrant as specified in its charter)



Delaware (State or other jurisdiction of incorporation or organization)			41-1990662 (I.R.S. Employer Identification No.)
7800 Walton Parkway New Albany, Ohio (Address of principal executive offices)			43054 (Zip Code)

(614) 289-5360

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.1 per share	CVGI	The NASDAQ Global Select Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes x No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” ~~and~~ “smaller reporting ~~company”~~company,” and "emerging growth company" in Rule 12b-2 of the Exchange ~~Act~~.

Act.

Large accelerated filer

¨☐

Accelerated filer

x☒

Non-accelerated filer

¨☐

~~(Do not check if a smaller reporting company)~~

Smaller reporting company

¨☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐ No x☒

The number of shares outstanding of the Registrant’s common stock, par value $.01 per share, at November ~~6, 2017~~1, 2021 was ~~30,658,236~~32,978,449 shares.

Table of Contents

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q




PART I FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS		1
~~CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)~~Condensed Consolidated Statements of Operations (Unaudited)		1
~~CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)~~Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)		2
~~CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)~~Condensed Consolidated Balance Sheets (Unaudited)		3
~~CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)~~Condensed Consolidated Statements of Cash Flows (Unaudited)		4
~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)~~Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)		5
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~Notes to Condensed Consolidated Financial Statements (Unaudited)		6
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		22
ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		3032
ITEM 4 – CONTROLS AND PROCEDURES		3032

PART II OTHER INFORMATION		34

~~Part II OTHER ITEMS~~		31

ITEM 1 Legal Proceedings	3134
ITEM 1A Risk Factors		3134
ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds		3134
ITEM 3 Defaults Upon Senior Securities		3134
ITEM 4 Mine Safety Disclosures		3135
ITEM 5 Other Information		3135
ITEM 6 Exhibits		3235

SIGNATURE		3336

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED ~~BALANCE SHEETS~~STATEMENTS OF OPERATIONS

September 30, 2017 December 31, 2016
(Unaudited) (Unaudited)

(In thousands, except share and per
share amounts)
Assets
Current Assets:
Cash $ 50,232
$ 130,160
Accounts receivable, net of allowances of $4,418 and $3,881, respectively 128,282
97,793
Inventories 88,442
71,054
Other current assets 14,935
9,941
Total current assets 281,891
308,948
Property, plant and equipment, net of accumulated depreciation of $144,288 and $137,879, respectively 64,980
66,041
Goodwill 7,884
7,703
Intangible assets, net of accumulated amortization of $8,125 and $7,048, respectively 14,748
15,511
Deferred income taxes 29,044
28,587
Other assets, net 2,240
1,975
Total assets $ 400,787
$ 428,765
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable $ 91,713
$ 60,556
Accrued liabilities and other 39,778
45,699
Current portion of long-term debt 3,184
—
Total current liabilities 134,675
106,255
Long-term debt 164,565
233,154
Pension and other post-retirement benefits 19,973
18,938
Other long-term liabilities 3,140
2,728
Total liabilities 322,353
361,075
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; 29,876,953 and 29,871,354 shares issued and outstanding, respectively) 299
299
Treasury stock, at cost: 1,014,413 shares, as of September 2017 and December 2016 (7,753 ) (7,753 )
Additional paid-in capital 239,209
237,367
Retained Deficit (107,855 ) (113,378 )
Accumulated other comprehensive loss (45,466 ) (48,845 )
Total stockholders’ equity 78,434
67,690
Total liabilities and stockholders’ equity $ 400,787
$ 428,765


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(Unaudited) (In thousands, except per share amounts)
Revenues	$	239,610	$	187,697	$	742,673	$	501,698
Cost of revenues	209,466		163,538		647,040		450,761
Gross profit	30,144		24,159		95,633		50,937
Selling, general and administrative expenses	18,772		15,266		52,529		50,066
Goodwill and other impairment	—		—		—		29,017
Operating income (loss)	11,372		8,893		43,104		(28,146)
Other (income) expense	(186)		213		(1,127)		749
Interest expense	1,630		5,461		9,489		15,393
Loss on extinguishment of debt	—		—		7,155		—
Income (loss) before provision for income taxes	9,928		3,219		27,587		(44,288)
Provision (benefit) for income taxes	2,417		(959)		6,491		(11,375)


Net income (loss)	$	7,511	$	4,178	$	21,096	$	(32,913)
Earnings (loss) per Common Share:
Basic	$	0.24	$	0.13	$	0.67	$	(1.07)
Diluted	$	0.23	$	0.13	$	0.64	$	(1.07)
Weighted average shares outstanding:
Basic	31,570		30,986		31,432		30,894
Diluted	32,706		31,617		32,738		30,894

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

Table of Contents

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016

(Unaudited)
(In thousands, except per
share amounts)
(Unaudited)
(In thousands, except per
share amounts)
Revenues $ 198,349
$ 153,604
$ 566,893
$ 512,147
Cost of Revenues 173,199
134,685
497,539
443,192
Gross Profit 25,150
18,919
69,354
68,955
Selling, General and Administrative Expenses 14,136
14,126
45,557
46,502
Amortization Expense 332
327
990
978
Operating Income 10,682
4,466
22,807
21,475
Interest and Other Expense 3,482
4,799
14,786
14,583
Income (Loss) Before Provision for Income Taxes 7,200
(333 ) 8,021
6,892
Provision (Benefit) for Income Taxes 2,437
(1,480 ) 2,498
461
Net Income $ 4,763
$ 1,147
$ 5,523
$ 6,431
Earnings per Common Share:
Basic and Diluted $ 0.16
$ 0.04
$ 0.18
$ 0.22
Weighted Average Shares Outstanding:
Basic 29,875
29,449
29,874
29,449
Diluted 30,487
30,101
30,379
29,783


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(Unaudited) (In thousands)
Net income (loss)	$	7,511	$	4,178	$	21,096	$	(32,913)
Other comprehensive income (loss):
Foreign currency exchange translation adjustments	(1,225)		2,628		(1,809)		(257)
Minimum pension liability, net of tax	1,421		(957)		2,094		(1,850)
Derivative instrument, net of tax	(549)		893		(1,052)		(781)
Other comprehensive income (loss)	(353)		2,564		(767)		(2,888)


Comprehensive income (loss)	$	7,158	$	6,742	$	20,329	$	(35,801)

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

Table of Contents

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED ~~STATEMENTS OF COMPREHENSIVE INCOME~~BALANCE SHEETS

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017
2016
(Unaudited) (Unaudited) (Unaudited)
(Unaudited)
(In thousands) (In thousands)
Net income $ 4,763
$ 1,147
$ 5,523
$ 6,431
Other comprehensive income (loss):

Foreign currency exchange translation adjustments 1,130
621
5,209
215
Minimum pension liability, net of tax (546 ) (665 ) (1,830 ) (1,699 )
Other comprehensive income (loss) 584
(44 ) 3,379
(1,484 )
Comprehensive income $ 5,347
$ 1,103
$ 8,902
$ 4,947


	September 30, 2021		December 31, 2020
	(Unaudited)
	(In thousands, except per share amounts)
ASSETS
Current Assets:
Cash	$	33,603	$	50,503
Accounts receivable, net of allowances of $301 and $644, respectively	192,111		151,101
Inventories	146,469		91,247

Other current assets	19,918		17,686
Total current assets	392,101		310,537
Property, plant and equipment, net	62,142		62,776
Intangible assets, net	19,142		21,804
Deferred income taxes	24,018		25,981
Other assets, net	31,789		33,275
Total assets	$	529,192	$	454,373
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	139,076	$	112,402

Accrued liabilities and other	52,070		50,056
Current portion of long-term debt	8,438		2,429
Total current liabilities	199,584		164,887
Long-term debt	170,253		144,147

Pension and other post-retirement benefits	11,646		15,296
Other long-term liabilities	27,051		34,673
Total liabilities	408,534		359,003
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; 31,569,749 and 31,249,811 shares issued and outstanding respectively)	316		313
Treasury stock, at cost: 1,567,654 and 1,560,623 shares, respectively	(11,966)		(11,893)
Additional paid-in capital	254,341		249,312
Retained deficit	(76,260)		(97,356)
Accumulated other comprehensive loss	(45,773)		(45,006)
Total stockholders’ equity	120,658		95,370
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	529,192	$	454,373

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

Table of Contents

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Nine Months Ended September 30,
	2021		2020
	(Unaudited)
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	21,096	$	(32,913)
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization	13,879		13,835
Impairment expense	—		29,017
Noncash amortization of debt financing costs	895		1,365


Payment in kind interest expense	2,254		3,649
Share-based compensation expense	5,029		2,471
Deferred income taxes	2,771		(13,267)
Non-cash loss (income) on derivative contracts	(642)		2,038
Loss on extinguishment of debt	7,155		—

Change in other operating items:
Accounts receivable	(41,452)		(13,686)
Inventories	(55,913)		(626)
Prepaid expenses	(2,452)		2,539
Accounts payable	25,225		26,856
Other operating activities, net	1,266		9,494
Net cash provided by (used in) operating activities	(20,889)		30,772
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(11,441)		(6,021)
Proceeds from disposal/sale of property, plant and equipment	42		569


Net cash used in investing activities	(11,399)		(5,452)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under term loan facility	150,000		—
Repayment of term loan facility	(1,875)		—
Repayment of 2023 term loan facility principal	(152,654)		(8,281)
Borrowings under revolving credit facility	51,800		—
Repayment of revolving credit facility	(20,500)		—
Borrowings under ABL revolving credit facility	11,300		15,000
Repayment of ABL revolving credit facility	(11,300)		(15,000)
Debt extinguishment payments and early payment fees on debt	(3,031)		—
Debt issuance and amendment costs	(2,333)		(2,579)
Contingent Consideration payment	(5,000)		—
Other financing activities	(334)		(339)
Net cash provided by (used in) financing activities	16,073		(11,199)

EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH	(685)		(31)

NET INCREASE (DECREASE) IN CASH	(16,900)		14,090

CASH:
Beginning of period	50,503		39,511
End of period	$	33,603	$	53,601

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

Table of Contents

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


																		Common Stock			Treasury Stock		Additional Paid In Capital		Retained Deficit		Accumulated Other Comp. Loss		Total CVG Stockholders’ Equity
	Common Stock			Treasury Stock			Additional Paid In Capital		Retained Deficit			Accumulated Other Comp. Loss			Total CVG Stockholders’ Equity			Shares	Amount
	Shares	Amount																(Unaudited) (In thousands, except per share amounts)
Balance - December 31, 2019																	Balance - December 31, 2019	30,801,255	$	323	$	(11,230)	$	245,852	$	(60,307)	$	(45,950)	$	128,688
Share-based compensation expense																	Share-based compensation expense	46,014	—		—		862		—		—		862
Total comprehensive income (loss)																	Total comprehensive income (loss)	—	—		—		—		(24,594)		(8,030)		(32,624)
Balance - March 31, 2020																	Balance - March 31, 2020	30,847,269	$	323	$	(11,230)	$	246,714	$	(84,901)	$	(53,980)	$	96,926
Share-based compensation expense																	Share-based compensation expense	138,400	(14)		—		868		—		—		854
Total comprehensive income (loss)																	Total comprehensive income (loss)	—	—		—		—		(12,497)		2,578		(9,919)
Balance - June 30, 2020																	Balance - June 30, 2020	30,985,669	$	309	$	(11,230)	$	247,582	$	(97,398)	$	(51,402)	$	87,861
Share-based compensation expense																	Share-based compensation expense	—	$	1	$	—	$	741	$	—	$	—	$	742
Total comprehensive income (loss)																	Total comprehensive income (loss)	—	$	—	$	—	$	—	$	4,178	$	2,564	$	6,742
Balance - September 30, 2020																	Balance - September 30, 2020	30,985,669	$	310	$	(11,230)	$	248,323	$	(93,220)	$	(48,838)	$	95,345
	(Unaudited) (In thousands)
BALANCE - December 31, 2016	29,871	$	299	$	(7,753	)	$	237,367	$	(113,378	)	$	(48,845	)	$	67,690
Balance - December 31, 2020																	Balance - December 31, 2020	31,249,811	$	313	$	(11,893)	$	249,312	$	(97,356)	$	(45,006)	$	95,370
Share-based compensation income																	Share-based compensation income	132,034	2		—		965		—		—		967
Total comprehensive income (loss)																	Total comprehensive income (loss)	—	—		—		—		8,490		(2,212)		6,278
Balance - March 31, 2021																	Balance - March 31, 2021	31,381,845	$	315	$	(11,893)	$	250,277	$	(88,866)	$	(47,218)	$	102,615
Share-based compensation expense																	Share-based compensation expense	187,904	1		(73)		2,201		—		—		2,129
Total comprehensive income (loss)																	Total comprehensive income (loss)	—	—		—		—		5,095		1,798		6,893
Balance - June 30, 2021																	Balance - June 30, 2021	31,569,749	$	316	$	(11,966)	$	252,478	$	(83,771)	$	(45,420)	$	111,637
Share-based compensation expense	6	—		—			1,842		—			—			1,842		Share-based compensation expense	—	$	—	$	—	$	1,863	$	—	$	—	$	1,863
Total comprehensive income	—	—		—			—		5,523			3,379			8,902		Total comprehensive income	—	$	—	$	—	$	—	$	7,511	$	(353)	$	7,158
BALANCE - September 30, 2017	29,877	$	299	$	(7,753	)	$	239,209	$	(107,855	)	$	(45,466	)	$	78,434
Balance - September 30, 2021																	Balance - September 30, 2021	31,569,749	$	316	$	(11,966)	$	254,341	$	(76,260)	$	(45,773)	$	120,658

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

Table of Contents

~~COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

Nine Months Ended September 30,
2017 2016
(Unaudited) (Unaudited)
(In thousands)
Cash Flows from Operating Activities:
Net Income $ 5,523
$ 6,431
Adjustments to reconcile net income to cash (used in) provided by operating activities:
Depreciation and amortization 11,431
12,571
Impairment of equipment held for sale —
616
Provision for doubtful accounts and bad debt 3,739
4,318
Non-cash amortization of debt financing costs and discount 891
630
Pension plan contribution (2,202 ) (2,180 )
Shared-based compensation expense 1,842
1,868
Deferred income taxes 88
(563 )
Non-cash gain on derivative contracts (979 ) 208
Change in other operating items:
Accounts receivable (32,404 ) 20,125
Inventories (15,086 ) 7,329
Prepaid expenses (1,755 ) (491 )
Accounts payable 28,751
(6,670 )
Other operating activities, net (2,149 ) 6,017
Net cash (used in) provided by operating activities (2,310 ) 50,209
Cash Flows from Investing Activities:
Purchases of property, plant and equipment (10,290 ) (7,546 )
Proceeds from disposal/sale of property, plant and equipment 254
55
Proceeds from settlement of corporate-owned insurance policies —
2,489
Net cash used in investing activities (10,036 ) (5,002 )
Cash Flows from Financing Activities:
Borrowing of Term Loan Facility 175,000
—
Repayment of 7.875% notes (235,000 ) —
Repayment of Term Loan principal (1,094 ) —
Prepayment charge for redemption of 7.875% notes (1,543 ) —
Prepayment of Term Loan Facility discount (3,500 ) —
Payment of debt issuance costs (4,242 ) —
Net cash used in financing activities (70,379 ) —

Effect of Foreign Currency Exchange Rate Changes on Cash 2,797
(337 )

Net (Decrease) Increase in Cash (79,928 ) 44,870

Cash:
Beginning of period 130,160
92,194
End of period 50,232
137,064
Supplemental Cash Flow Information:
Cash paid for interest $ 13,767
$ 9,396
Cash paid for income taxes, net $ 2,568
$ 918
Unpaid purchases of property and equipment included in accounts payable $ 321
$ 157

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

~~Table of Contents~~

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Description of Business and Basis of Presentation

Commercial Vehicle Group, Inc. ~~(and~~and its ~~subsidiaries)~~subsidiaries is a ~~leading supplier~~global provider of ~~a full range of cab related products~~components, assemblies and systems ~~for~~to the ~~global~~traditional commercial vehicle market, ~~including~~ the ~~medium- and heavy-duty truck (“MD/HD Truck”) market, the medium- and heavy-duty construction~~electric vehicle market, and the ~~bus, agriculture, military, specialty transportation, mining, industrial equipment and off-road recreational markets.~~warehouse automation market. References herein to the "Company", "CVG", "we", "our", or "us" refer to Commercial Vehicle Group, Inc. and its subsidiaries.

WeThe unaudited condensed consolidated interim financial statements have ~~manufacturing operations~~been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States ~~Mexico, United Kingdom, Czech Republic, Ukraine, China, India~~of America and ~~Australia. Our products are primarily sold in North America, Europe, and the Asia-Pacific region.~~

Our products include seats and seating systems (“Seats”); trim systems and components (“Trim”); cab structures, sleeper boxes, body panels and structural components; mirrors, wipers and controls; and electronic wire harness and panel assemblies designed for applications primarily in commercial vehicles.

We are differentiated from automotive industry suppliers by our ability to manufacture low volume, customized products on a sequenced basis to meet the requirements of our customers. We believe our products are used by a majority of the North American MD/HD Truck and certain leading global construction and agriculture original equipment manufacturers (“OEMs”), which we believe creates an opportunity to cross-sell our products.

~~We have prepared the unaudited condensed consolidated financial statements included herein pursuant to~~ the rules and regulations of the ~~United States~~ Securities and Exchange Commission ~~(“SEC”). The information furnished in~~and include the accounts of the Company and its subsidiaries. Except as disclosed within these condensed notes to unaudited ~~condensed~~quarterly consolidated financial statements, ~~includes~~the adjustments made were of a normal, recurring adjustments and reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of operations and statements of financial position for the interim periods presented.nature. Certain information and footnote disclosures normally included in our annual consolidated financial statements have been condensed or omitted.

The preparation of financial statements in conformity with GAAP in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements ~~prepared~~ in ~~accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been~~future periods.

These condensed ~~or omitted pursuant~~notes to ~~such rules and regulations. We believe that the disclosures are adequate to make the information presented not misleading when~~unaudited quarterly consolidated financial statements should be read in conjunction with ~~our fiscal 2016 consolidated financial statements and the notes thereto included in Part II, Item 8 of~~ our Annual Report on Form 10-K as filed with the SEC on March 9, 2017. Unless otherwise indicated, all amounts are in thousands, except share and per share amounts. Certain immaterial reclassifications have been made to prior year amounts to conform to current year presentation.

S~~EGMENTS~~

Operating segments are defined as components of an enterprise that are evaluated regularly by the Company’s chief operating decision maker, which is our President and Chief Executive Officer. The Company has two reportable segments: the Global Truck and Bus Segment (“GTB Segment”) and the Global Construction and Agriculture Segment (“GCA Segment”). Each of these segments consists of a number of manufacturing facilities. Certain of our facilities manufacture and sell products through both of our segments. Each manufacturing facility that sells products through both segments is reflected in the financial results of the segment that has the greatest amount of sales from that manufacturing facility. Our segments are more specifically described below.

~~The GTB Segment manufactures and sells the following products:~~

~~Seats, Trim, sleeper boxes, cab structures, structural components and body panels. These products are sold primarily to the MD/HD Truck markets in North America;~~

~~Seats to the truck and bus markets in Asia-Pacific and Europe;~~

~~mirrors and wiper systems to the truck, bus, agriculture, construction, rail and military markets in North America;~~

~~Trim to the recreational and specialty vehicle markets in North America; and~~

~~aftermarket seats and components in North America.~~

~~The GCA Segment manufactures and sells the following products:~~

~~Table of Contents~~

~~electronic wire harness assemblies and Seats for construction, agricultural, industrial, automotive, mining and military industries in North America, Europe and Asia-Pacific;~~

~~Seats to the truck and bus markets in Asia-Pacific and Europe;~~

~~wiper systems to the construction and agriculture markets in Europe;~~

~~office seating in Europe and Asia-Pacific; and~~

~~aftermarket seats and components in Europe and Asia-Pacific.~~

Corporate expenses consist of certain overhead and shared costs that are not directly attributable to the operations of a segment. For purposes of business segment performance measurement, some of these costs that are for the ~~benefit~~year ended December 31, 2020 (the "2020 Form 10-K"), which includes a complete set of footnote disclosures, including the ~~operations are allocated based on a combination of methodologies. The costs that are not allocated to a segment are considered stewardship costs and remain at corporate in our segment reporting.~~Company's significant accounting policies.

2. Recently Issued Accounting Pronouncements

In ~~May 2017,~~March 2020, the Financial Accounting Standards Board ("FASB") issued ASU No. 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting". The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. Also, in January 2021, the FASB issued ASU No. 2021-01 "Reference Rate Reform (Topic 848): Scope", to clarify that certain provisions in Topic 848, if elected by an entity, apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. ASU 2020-04 and ASU 2021-01 are effective beginning on March 12, 2020 and the amendments will be applied prospectively through December 31, 2022. We are evaluating the effect these ASUs will have on the Company.

Recently Adopted Accounting ~~Standards Update ("ASU")~~Pronouncements

In December 2019, the FASB issued ASU No. ~~2017-09, "Compensation—Stock Compensation~~2019-12, "Income Taxes (Topic ~~718)~~740): ~~Scope of Modification Accounting"~~Simplifying the Accounting for Income Taxes". The ASU ~~2017-09 provides clarity of~~simplifies the accounting for ~~modifications of share-based awards. The Company does not anticipate this~~income taxes by removing certain exceptions to the general principles in Topic 740 and otherwise clarifies and amends existing guidance. ASU ~~will have a material impact on share-based compensation. ASU 2017-09~~2019-12 is effective for fiscal years beginning after December 15, ~~2017.~~

In March 2017, the FASB issued ASU No. 2017-07, "Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost". ASU 2017-07 requires employers to report service costs in the same line item as compensation costs arising from services rendered by associated employees during the period.2020. The Company ~~does~~implemented ASU 2019-12 as of January 1, 2021 and the ASU did not ~~anticipate this ASU to~~ have a material impact on ~~its pension~~the Company's condensed consolidated financial statements and related disclosures. ~~ASU 2017-07 is effective for fiscal years beginning after December 15, 2017.~~

In ~~January 2017,~~October 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-10, "Codification Improvements". The ASU ~~No. 2017-04, "Intangibles—Goodwill~~updates various codification topics by clarifying and ~~Other (Topic 350): Simplifying~~improving disclosure requirements to align with the Test for Goodwill Impairment". ASU 2017-04 provides simplification for the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Annual impairment tests should be completed by comparing the fair value of a reporting unit to its carrying amount and impairment should not exceed the goodwill allocated to the reporting unit. Additionally, this ASU eliminated the requirement to assess reporting units with zero or negative carrying amounts.SEC's regulations. The Company ~~anticipates this~~implemented ASU ~~to simplify a component~~2020-10 as of ~~its goodwill assessment. The Company does not anticipate an impact to its overall valuation of goodwill. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019.~~

In January 2017, the FASB issued ASU No. 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business". ASU 2017-01 provides additional guidance to clarify acquisition transactions and whether they should be accounted for as an acquisition of a business or assets. This ASU will only impact the Company to the extent we execute a business combination. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017.

~~Revenue Recognition Guidance~~

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”, followed by a series of standards and clarification, including: ASU No. 2016-08, "Principal Versus Agent Considerations (Reporting Revenue Gross versus Net)", ASU No. 2016-10, "Identifying Performance Obligations and Licensing" and ASU No. 2016-12, "Narrow-Scope Improvements and Practical Expedients". The ASUs supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification.

~~The mandatory adoption date of each of the revenue recognition ASUs referenced above is~~ January 1, ~~2018. With respect to each of~~2021 and the elements of revenue recognition guidance above, the Company is in the process of assessing potential changes in revenue recognition for certain revenue streams. More specifically, the Company is in the process of assessing our customer arrangements, identifying contractual provisions that may result in a change in the timing or the amount of revenue recognized pursuant to current guidance, as well as assessing the enhanced disclosure requirements of the new guidance. Under current guidance, we typically recognize revenue when products are shipped and risk of loss has transferred to the customer. Under the new guidance, the customized nature of some of our products and provisions of some of our customer contracts provide us with an enforceable right to payment that may require us to recognize revenue prior to the product being shipped to the customer. We have assessed certain pricing provisions contained in some of our customer contracts to determine if they represent a material right to the customer. We are evaluating how the new guidance may impact our accounting for customer owned tooling, engineering and design services, and pre-production costs. Finally, we are assessing standard warranties to determine if they represent a material right to the customer. We doASU did not ~~anticipate that the new guidance will~~ have a material impact on ~~our~~the Company's condensed consolidated financial ~~position, results of operations,~~statements and related disclosures.

Table of Contents

3. Revenue Recognition

We had outstanding customer accounts receivable, net of allowances, of $192.1 million as of September 30, 2021 and $151.1 million as of December 31, 2020. We generally do not have other assets or liabilities associated with customer arrangements.

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


	Three Months Ended September 30, 2021
	Electrical Systems		Global Seating		Elimination/ Other		Total
Seats	$	667	$	75,439	$	(288)	$	75,818
Electrical wire harnesses, panels and assemblies	93,895		590		(159)		94,326
Trim	40,174		78		(446)		39,806
Cab structures and sleeper boxes	18,625		—		—		18,625
Mirrors, wipers and controls	10,751		383		(99)		11,035
Total	$	164,112	$	76,490	$	(992)	$	239,610


	Three Months Ended September 30, 2020
	Electrical Systems		Global Seating		Elimination/ Other		Total
Seats	$	344	$	65,802	$	(1,946)	$	64,200
Electrical wire harnesses, panels and assemblies	65,791		1,557		(111)		67,237
Trim	33,364		1,187		(73)		34,478
Cab structures and sleeper boxes	12,479		—		—		12,479
Mirrors, wipers and controls	9,089		356		(142)		9,303
Total	$	121,067	$	68,902	$	(2,272)	$	187,697


	Nine Months Ended September 30, 2021
	Electrical Systems		Global Seating		Elimination/ Other		Total
Seats	$	3,866	$	245,975	$	(8,793)	$	241,048
Electrical wire harnesses, panels and assemblies	284,991		5,538		(810)		289,719
Trim	118,386		150		(1,368)		117,168
Cab structures and sleeper boxes	60,952		—		—		60,952
Mirrors, wipers and controls	33,263		819		(296)		33,786
Total	$	501,458	$	252,482	$	(11,267)	$	742,673


	Nine Months Ended September 30, 2020
	Electrical Systems		Global Seating		Elimination/ Other		Total
Seats	$	993	$	190,088	$	(2,460)	$	188,621
Electrical wire harnesses, panels and assemblies	167,986		2,304		(216)		170,074
Trim	76,790		4,550		(1,113)		80,227
Cab structures and sleeper boxes	32,910		—		—		32,910
Mirrors, wipers and controls	28,697		1,802		(633)		29,866
Total	$	307,376	$	198,744	$	(4,422)	$	501,698

Table of Contents

4. Debt

Debt consisted of the following:


	September 30, 2021		December 31, 2020
Term loan facility due 2026	$	148,125	$	—
Revolving credit facility due 2026	31,300		—
Term loan and security agreement due 2023	—		150,950
Unamortized issuance costs and discount	(734)		(4,374)
	$	178,691	$	146,576
Less: current portion, net of unamortized issuance costs and discount of $0.0 million at September 30, 2021 and $1.9 million at December 31, 2020, respectively	(8,438)		(2,429)
Total long-term debt, net of current portion	$	170,253	$	144,147

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, $75 million, and (b) thereafter, (i) $75 million less the aggregate principal amount of Incremental Facilities incurred before such date, plus (ii) an unlimited amount if the pro forma consolidated total leverage ratio (assuming the Incremental Facilities are fully drawn) is less than 2.50:1.0. The Credit Facilities mature on April 30, 2026 (the “Maturity Date”).

The proceeds of the Credit Facilities were used, together with cash on hand of the Company, to (a) fund the redemption, satisfaction and discharge of all of the Company’s outstanding secured credit facility due 2023 (the “2023 Term Loan Facility”) issued pursuant to a term facility agreement (the “Term Facility Agreement”) between, among others, Bank of America, N.A. as administrative agent and other lender parties thereto, (b) fund the redemption, satisfaction and discharge of all of the Company’s asset-based revolving credit facility (the “ABL Revolving Credit Facility”) issued pursuant to a facility agreement (the “ABL Facility Agreement”) between, among others, Bank of America, N.A. as agent and certain financial institutions as lenders, (c) pay transaction costs, fees and expenses incurred in connection therewith and in connection with the Credit Agreement, and (d) for working capital and other lawful corporate purposes of the Company and its subsidiaries.

At September 30, 2021 we had $31.3 million of borrowings under the Revolving Credit Facility, outstanding letters of credit of $1.4 million and availability of $92.3 million. The unamortized deferred financing fees associated with the Revolving Credit Facility were $1.3 million as of September 30, 2021, which are being amortized over the remaining life of the Credit Agreement. The unamortized deferred financing fees associated with the ABL Revolving Credit Facility were $0.4 million as of December 31, 2020. At December 31, 2020, we had outstanding letters of credit of $1.6 million.

Interest rates and fees

Amounts outstanding under the Credit Facilities and the commitment fee payable in connection with the Credit Facilities accrue interest at a per annum rate equal to (at the Company’s option) the base rate or the Eurodollar rate plus a rate which will vary according to the Consolidated Total Leverage Ratio as set forth in the most recent compliance certificate received by the Administrative Agent, as set out in the following table:


Pricing Tier	Consolidated Total Leverage Ratio	Commitment Fee	Letter of Credit Fee	Eurodollar Rate Loans	Base Rate Loans
I	> 3.00 to 1.00	0.30%	3.00%	3.00%	2.00%
II	< 3.00 to 1.00 but > 2.00 to 1.00	0.25%	2.75%	2.75%	1.75%
III	< 2.00 to 1.00 but >1.50 to 1.00	0.20%	2.50%	2.50%	1.50%
IV	< 1.50 to 1.00	0.20%	2.25%	2.25%	1.25%

Table of Contents

Guarantee and Security

All obligations under the Credit Agreement and related documents are unconditionally guaranteed by each of the Company’s existing and future direct and indirect wholly owned material domestic subsidiaries, subject to certain exceptions (the “Guarantors”). All obligations 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 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; and other matters customarily included in senior secured loan agreements.

The Credit Agreement also contains customary reporting and other affirmative covenants, as well as customary events of default, including, without limitation, nonpayment of obligations under the Credit Facilities when due; 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 Credit Agreement includes (a) a minimum consolidated fixed charge coverage ratio of 1.20:1.0, and (b) a maximum consolidated total leverage ratio of 3.75:1.0 (subject to step-downs to 3.50:1.0 at the end of the fiscal quarter ending September 30, 2021; to 3.25:1.0 at the end of the fiscal quarter ending March 31, 2022; and to 3.00:1.0 for each fiscal quarter on and after the fiscal quarter ending September 30, 2022).

We were in compliance with the covenants as of September 30, 2021.

Repayment and prepayment

The Credit Agreement requires the Company to make quarterly amortization payments to the Term Loan Facility at an annualized rate of the loans under the Term Loan Facility for every year beginning in the third quarter of 2021 as follows: 5.0%, 7.5%, 10.0%, 12.5% and 15%. The Credit Agreement also requires all outstanding amounts under the Credit Facilities to be repaid in full on the Maturity Date.

The Credit Agreement requires prepayments from the receipt of proceeds of dispositions or debt issuance, subject to certain exceptions and ability to re-invest and use proceeds towards acquisitions permitted by the Credit Agreement.

Voluntary prepayments of amounts outstanding under the Credit Facilities are permitted at any time, without premium or penalty. Any prepayment of Eurodollar loans shall be in a principal amount of $1 million or a whole multiple of $1 million in excess thereof (or, if less, the entire principal amount thereof then outstanding) and any prepayment of base rate loans shall be in a principal amount of $0.5 million or a whole multiple of $0.1 million in excess thereof (or, if less, the entire principal amount thereof then outstanding).

The Credit Agreement contains customary representations and warranties by the Company. The representations and warranties contained in the Credit Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

Term Loan and Security Agreement

On April 12, 2017, the Company entered into the $175.0 million 2023 Term Loan Facility, maturing on April 12, 2023, pursuant to a term loan and security agreement (the “TLS Agreement”), the terms of which are described in Note 3, Debt in our 2020 Form 10-K. On April 30, 2021, the 2023 Term Loan Facility was fully repaid and terminated as described below.

Table of Contents

ABL Revolving Credit Facility

On September 18, 2019, the Company entered into an amendment of the Third Amended and Restated Loan and Security Agreement (the “Third ARLS Agreement”), dated as of April 12, 2017, the terms of which are described in Note 3, Debt in our 2020 10-K and which governed the Company’s ABL Revolving Credit Facility.

On March 1, 2021, the Company and certain of its subsidiaries entered into Amendment No. 3, which amended the terms of the Third ARLS Agreement, among other things, to extend the maturity date of the ABL Revolving Credit Facility to March 1, 2026 and to remove the condition that the first $7.0 million of the $90.0 million Revolver Commitments are available as a first-in, last-out facility.

The Third ARLS Agreement, as amended, also allowed the Company to increase the size of the ABL Revolving Credit Facility by up to $50.0 million with the consent of Lenders providing the increase in the ABL Revolving Credit Facility. On April 30, 2021, the ABL Revolving Credit Facility was fully repaid and terminated as described below.

Termination of TLS Agreement and Third ARLS Agreement

Effective on April 30, 2021, the Company issued a notice of redemption in respect of its 2023 Term Loan Facility and the ABL Revolving Credit Facility and deposited with the Bank of America, N.A. as Administrative Agent under the TLS Agreement and the Third ARLS Agreement proceeds from the Credit Facilities, together with cash ~~flows. As management assesses its various revenue streams, we may establish revised accounting policies~~on hand in an amount sufficient to discharge the Company’s obligations under the TLS Agreement and ~~internal control procedures~~the Third ARLS Agreement and ~~will measure~~respective related agreements. All amounts under the 2023 Term Loan Facility and ~~disclose~~ABL Revolving Credit Facility were repaid and discharged in full on April 30, 2021 and the ~~accounting impact, if any.~~ TLS Agreement and Third ARLS Agreement were terminated.

The ~~new guidance permits~~discharge resulted in a loss on extinguishment of debt of $7.2 million, including $3.7 million non-cash write off relating to deferred financing costs and unamortized discount of the ~~use~~2023 Term Loan Facility, a voluntary repayment premium of ~~either the retrospective or cumulative effect transition method. We will apply the cumulative effect transition method. We will not adopt~~$3.0 million, and $0.5 million of other fees associated with the new ~~guidance early.~~debt, recorded in our Condensed Consolidated Statements of Operations for the nine months ended September 30, 2021.

~~Lease Accounting Guidance~~Cash Paid for Interest

~~In February 2016,~~For the ~~FASB issued ASU No. 2016-02, "Leases (Topic 842)". ASU 2016-02~~nine months ended September 30, 2021 and 2020, cash payments for interest were $7.0 million and $9.3 million, respectively.

5. Goodwill and Intangible Assets

Goodwill represents the excess of acquisition purchase price over the fair value of net assets acquired. During the first quarter of 2020, as a result of the Company’s market capitalization value being less than the carrying value of its equity for a duration of time, the Company determined it had an impairment indicator. Accordingly, the Company estimated the fair value of each of the reporting units with goodwill by discounting the estimated cash flows of each reporting unit. The estimated fair values of the reporting units were then compared to their net carrying values as of March 31, 2020 and, as a result, the Company recognized $27.1 million impairment of goodwill, which represented the carrying amount of goodwill prior to the impairment charge. The impairment charge is ~~intended to increase transparency~~presented in Goodwill and comparability among companies by recognizing lease assets and liabilities and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018. The Company is assessing the impact of this pronouncement and anticipates that it will impact the presentation of our lease assets and liabilities and associated disclosures by the recognition of lease assets and liabilities that were not includedother impairment in the ~~balance sheet under existing accounting guidance.~~ Condensed Consolidated Statements of Operations.

The ~~Company is~~changes in the ~~process~~carrying amounts of ~~performing its initial assessment of lease arrangements, including facility leases and machinery and equipment leases. The Company's lease terms~~goodwill are ~~not generally complex in nature. The Company will update its accounting policies~~ as we complete our assessment of leases. The Company will also review other arrangements which could contain embedded lease arrangements to be considered under the revised guidance. The Company will determine the impactfollows:



	Electrical Systems		Global Seating		Total
Balance - December 31, 2019	$	22,802	$	5,014	$	27,816
Finalization of FSE Purchase Accounting	(537)		—		(537)
Goodwill impairment	(22,265)		(4,809)		(27,074)
Currency translation adjustment	—		(205)		(205)
Balance - December 31, 2020	$	—	$	—	$	—

Our definite-lived intangible assets were comprised of the ~~new guidance on its current lease arrangements that are expected to remain in place during 2019~~following:


		September 30, 2021						December 31, 2020
	Weighted- Average Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trademarks/tradenames	22 years	$	11,568	$	(4,946)	$	6,622	$	11,634	$	(4,681)	$	6,953
Customer relationships	15 years	14,782		(8,250)		6,532		14,881		(7,536)		7,345
Technical know-how	5 years	9,790		(3,997)		5,793		9,790		(2,529)		7,261
Covenant not to compete	5 years	330		(135)		195		330		(85)		245
		$	36,470	$	(17,328)	$	19,142	$	36,635	$	(14,831)	$	21,804

The aggregate intangible asset amortization expense was $0.9 million for the three months ended September 30, 2021 and ~~beyond.~~2020. The aggregate intangible asset amortization expense was $2.6 million for the nine months ended September 30, 2021 and 2020.

3.6. 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 - ~~Unobservable~~Significant unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

Our financial instruments ~~consist~~consisted of cash, accounts receivable, accounts payable, accrued liabilities, pension assets and liabilities and our revolving credit facility. 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 ~~and an interest rate swap contract~~ that are measured at fair value using observable market ~~inputs.~~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 and in Ukrainian Hryvnia, we have entered into forward exchange contracts that are designated as cash flow hedge instruments, which are recorded in the Condensed Consolidated Balance Sheets at fair value. The gains and losses as a result of the changes in fair value of the hedge contract for transactions denominated in Mexican Pesos are deferred in accumulated other comprehensive loss and recognized in cost of revenues in the period the related hedge transactions are settled. As of September 30, 2021, the hedge contract for transactions denominated in Ukrainian Hryvnia was not designated as a hedging instrument; therefore, it is marked-to-market and the fair value of the agreement is recorded in the Condensed Consolidated Balance Sheets with the offsetting gains and losses recognized in other (income) expense and recognized in cost of revenues in the period the related hedge transactions are settled in the Condensed Consolidated Statements of Operations.

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 $80 million of outstanding debt under the Term Loan Facility. As of September 30, 2021, the interest rate swaps were not designated as hedging instrument, therefore, are marked-to-market and the fair value of the agreement recorded in the Condensed Consolidated Balance Sheets with the offsetting gain or loss recorded in interest and other expense in the Condensed Consolidated Statements of Operations.

Contingent Consideration. As a result of the acquisition of First Source Electronics, LLC (“FSE”) on September 17, 2019, the Company agreed to pay up to $10.8 million in contingent milestone payments (“Contingent Consideration”). The Contingent

Consideration is payable based on achieving certain earnings before interest, taxes, depreciation and amortization ("EBITDA") thresholds over the periods from (a) September 18, 2019 through September 17, 2020, (b) September 18, 2019 through March 17, 2021, (c) September 18, 2019 through September 17, 2022 and (d) March 18, 2021 through September 17, 2022. The payment amount will be determined on a sliding scale for reaching between 90% and 100% of the respective EBITDA targets. The fair value for the milestone payments is based on a Monte Carlo simulation utilizing forecasted EBITDA through September 17, 2022. As of September 30, 2021, the remaining undiscounted Contingent Consideration payment is estimated at $4.8 million and the fair value is $4.3 million, which is presented in the Condensed Consolidated Balance Sheets in other long term liabilities. A payment of $5.0 million was made during the second quarter of 2021 based on achievement of the second EBITDA threshold.

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


	September 30, 2021								December 31, 2020
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets:
Foreign exchange contract	$	794	$	—	$	794	$	—	$	1,882	$	—	$	1,882	$	—
Interest rate swaps	$	411	$	—	$	411	$	—	$	936	$	—	$	936	$	—
Liabilities:
Interest rate swaps	$	913	$	—	$	913	$	—	$	2,080	$	—	$	2,080	$	—
Contingent Consideration	$	4,288	$	—	$	—	$	4,288	$	8,800	$	—	$	—	$	8,800

Details of the changes in value for the Contingent Consideration that is measured using significant unobservable inputs (Level 3) are as follows:


	Amount
Contingent Consideration liability balance at December 31, 2020	$	8,800
Change in fair value	488
Payments	(5,000)
Contingent Consideration liability balance at September 30, 2021	$	4,288

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


	September 30, 2021				December 31, 2020
	U.S. $ Equivalent		U.S. $ Equivalent Fair Value		U.S. $ Equivalent		U.S. $ Equivalent Fair Value
Commitments to buy or sell currencies	$	7,055	$	7,287	$	14,675	$	16,558

September 30, 2017 December 31, 2016
Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Derivative assets Foreign exchange contract $ 395
$ —
$ 395
$ —
$ 142
$ —
$ 142
$ —
Interest rate swap contract ¹
$ 302
$ —
$ 302
$ —
$ —
$ —
$ —
$ —
Derivative liabilities Foreign exchange contract $ 22
$ —
$ 22
$ —
$ 1,234
$ —
$ 1,234
$ —
Interest rate swap contract ¹
$ 787
$ —
$ 787
$ —
$ —
$ —
$ —
$ —

¹ ~~Presented~~The following table summarizes the fair value and presentation of derivatives in the ~~condensed consolidated~~Condensed Consolidated Balance ~~Sheet~~Sheets:


	Derivative Asset
	Balance Sheet Location	Fair Value
		September 30, 2021		December 31, 2020

Foreign exchange contracts	Other current assets	$	794	$	1,882

Interest rate swaps	Accrued liabilities and other	$	411	$	936

Derivative Liability

Balance Sheet
Location

Fair Value

September 30, 2021

December 31, 2020

Interest rate swaps

Accrued liabilities and other

913

2,080

Derivative Equity

Balance Sheet
Location

Fair Value

September 30, 2021

December 31, 2020

Foreign exchange contracts

Accumulated other comprehensive loss

389

1,441

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


		Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020
	Location of Gain (Loss) on Derivatives Recognized in Income (Loss)	Amount of Gain (Loss) on Derivatives Recognized in Income (Loss)				Amount of Gain (Loss) on Derivatives Recognized in Income (Loss)
Foreign exchange contracts	Cost of revenues	$	807	$	(640)	$	1,654	$	(1,525)
Interest rate swaps	Interest and other expense	$	(1)	$	(2)	$	(7)	$	(1,026)
Foreign exchange contracts	Other (income) expense	$	63	$	—	$	286	$	—

We consider the impact of our credit risk on the fair value of the contracts, as ~~accrued liabilities of $0.5 million.~~well as our ability to honor obligations under the contract.

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:


	September 30, 2021				December 31, 2020
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Term Loan Facility 1	$	147,391	$	144,057	$	—	$	—
Term loan and security agreement 2	$	—	$	—	$	146,576	$	144,878
Revolving Credit Facility 1	$	31,300	$	31,300	$	—	$	—

~~Table of Contents~~

September 30, 2017 December 31, 2016

Carrying
Amount
Fair Value
Carrying
Amount
Fair Value
7.875% senior secured notes due April 15, 2019 $ —
$ —
$ 233,154
$ 231,391
Term loan and security agreement (a) $ 167,749
$ 170,139
$ —
$ —

~~(a)~~ 1.Presented in the ~~condensed consolidated balance sheet~~Condensed Consolidated Balance Sheets as the current portion of long-term debt of ~~$3.2~~$8.4 million and long-term debt of ~~$164.6 million.~~

Held-for-sale assets specific to our Shadyside operations are recorded in the balance sheet at their historical carrying value inasmuch as the fair value of the assets less selling costs were determined to be greater than the historical carrying value. The fair value of the assets was measured based on an estimated purchase price for the assets determined through discussions with third parties that began in the first quarter of 2017.

~~There were no other fair value measurements of our long-lived assets and definite-lived intangible assets measured on a non-recurring basis~~$170.3 million as of September 30, ~~2017.~~2021

~~4. Stockholders’ Equity~~

~~Common Stock —~~ ~~Our authorized capital stock consists~~2.Presented in the Condensed Consolidated Balance Sheets as the current portion of ~~60,000,000 shares~~long-term debt of ~~common stock with a par value~~$2.4 million and long-term debt of ~~$0.01 per share; of which, 29,876,953 shares were issued and outstanding as of September 30, 2017 and 29,871,354 were issued and outstanding~~$144.1 million as of December 31, ~~2016.~~2020.

~~Preferred Stock —~~ ~~Our authorized capital stock also consists~~

Table of ~~5,000,000 shares~~Contents

7. Leases

The components of ~~preferred stock with a par value of $0.01 per share; no preferred shares were outstanding~~lease expense are as offollows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Operating lease cost	$	2,519	$	3,665	$	7,493	$	8,693
Finance lease cost	87		121		280		334
Short-term lease cost	1,799		922		4,771		2,988
Total lease expense	$	4,405	$	4,708	$	12,544	$	12,015

Supplemental balance sheet information related to leases is as follows:


	Balance Sheet Location	September 30, 2021		December 31, 2020
Operating Leases
Right-of-use assets, net	Other assets, net	$	28,148	$	30,047

Current liabilities	Accrued liabilities and other	9,078		9,236
Non-current liabilities	Other long-term liabilities	20,732		23,932
Total operating lease liabilities		$	29,810	$	33,168

Finance Leases
Right-of-use assets, net	Other assets, net	$	545	$	767

Current liabilities	Accrued liabilities and other	225		293
Non-current liabilities	Other long-term liabilities	308		434
Total finance lease liabilities		$	533	$	727

For the nine months ended September 30, ~~2017~~2021 and ~~December~~2020, cash payments on operating leases were $8.5 million and $7.8 million, respectively.

Right-of-use Asset Impairment. The impairment of an operating lease right-of-use asset of $0.4 million was recorded for first quarter ended March 31, ~~2016.~~

~~Earnings Per Share —~~ ~~Basic earnings per share~~2020. The impairment charge is ~~determined by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share,~~presented in Goodwill and ~~all~~ other diluted per share amounts 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 includedimpairment in the ~~diluted earnings per share calculation when dilutive. Diluted earnings per share~~Condensed Consolidated Statements of Operations.

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:


	Operating		Financing		Total
Remainder of 2021	$	2,795	$	72	$	2,867
2022	10,642		208		10,850
2023	6,711		141		6,852
2024	5,310		91		5,401
2025	4,588		49		4,637
Thereafter	4,748		2		4,750
Total lease payments	$	34,794	$	563	$	35,357
Less: Imputed interest	(4,984)		(30)		(5,014)
Present value of lease liabilities	$	29,810	$	533	$	30,343

8. Income Taxes

For the three and nine months ended September 30, 2021 we recorded a $2.4 million and $6.5 million tax provision, respectively, or 24% effective tax rate for each period, compared to a $1.0 million and $11.4 million tax benefit for the three and nine months ended September 30, ~~2017 and 2016 includes~~2020, respectively. The effective tax rate in the ~~effects of potential common shares issuable upon the vesting of restricted stock, when dilutive.~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Net income $ 4,763
$ 1,147
$ 5,523
$ 6,431
Weighted average number of common shares
outstanding 29,875
29,449
29,874
29,449
Dilutive effect of restricted stock grants after
application of the treasury stock method 612
652
505
334
Dilutive shares outstanding 30,487
30,101
30,379
29,783
Basic and diluted earnings per share $ 0.16
$ 0.04
$ 0.18
$ 0.22

~~There are no antidilutive outstanding restrictive stock awards impacting the diluted earnings per share for the~~current three and nine ~~months ended September 30, 2017. No outstanding restricted stock awards were antidilutive~~month period is

Table of Contents

higher than the U.S. federal income tax rate primarily as a result of U.S. state and non-U.S. income taxes. The Company’s prior year tax benefit for the three months ended September 30, ~~2016. Diluted earnings per share did not include 422 thousand antidilutive outstanding restricted stock awards~~2020 was primarily a result of a $2.0 million income tax benefit recorded for the impact of the high-tax exception to Global Intangible Low-Taxed Income ("GILTI"). The Company’s prior year tax benefit for the nine months ended September 30, ~~2016.~~

~~Dividends —~~ ~~We have not declared or paid any cash dividends~~2020 was primarily attributable to a pre-tax net loss versus a pre-tax net income in the ~~past.~~ nine months ended September 30, 2021.

For the nine months ended September 30, 2021 and 2020, cash paid for taxes, net of refunds received, were $3.1 million and $0.9 million, respectively.

9. Pension and Other Post-Retirement Benefit Plans

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


	U.S. Pension and Other Post-Retirement Benefit Plans				Non-U.S. Pension Plan
	Three Months Ended September 30,				Three Months Ended September 30,
	2021		2020		2021		2020

Interest cost	$	207	$	281	$	160	$	210
Expected return on plan assets	(553)		(519)		(251)		(277)
Amortization of prior service cost	2		2		12		151
Recognized actuarial loss	70		74		239		12
Net (benefit) cost	$	(274)	$	(162)	$	160	$	96


	U.S. Pension and Other Post-Retirement Benefit Plans				Non-U.S. Pension Plan
	Nine months ended September 30,				Nine months ended September 30,
	2021		2020		2021		2020

Interest cost	$	621	$	843	$	483	$	618
Expected return on plan assets	(1,659)		(1,556)		(755)		(806)
Amortization of prior service cost	6		5		40		437
Recognized actuarial loss	210		223		721		36
Net (benefit) cost	$	(822)	$	(485)	$	489	$	285

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

Subsequent to the quarter ended September 30, 2021, the Audit Committee of the Board of Directors approved amendments to the U.S. Pension Plan to terminate the plan. The plan participants have been notified of the Company's intention to terminate the plan effective December 31, 2021.

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 ~~Third ARLS Agreement (as described~~peer group generally ranging from a one to three-year period.

Performance Stock Awards Settled in ~~Note 11) restrict~~Cash – Performance-based stock award is a grant that is earned and payable in cash. The total amount payable as of the ~~payment~~award's vesting date is determined based upon number of shares allocated to each participant, the Company’s relative total shareholder return in terms of ranking which can fluctuate as compared to the peer group over the performance period, and the share price of the Company's stock.

Total shareholder return is determined by the percentage change in value (positive or ~~distribution~~negative) over the applicable measurement period as measured by dividing (A) the sum of ~~our~~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

Table of Contents

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.

These awards are payable at the end of the performance period in cash ~~or other assets, including~~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 ~~dividend payments.~~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.

5.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, 2020	$	976

Forfeitures	(81)
Adjustments	909
Payments	(300)
Adjusted Award Value at September 30, 2021	$	1,504

Unrecognized compensation expense was $2.3 million as of September 30, 2021.

11. Share-Based Compensation

The ~~company's~~Company's outstanding share-based compensation is comprised ~~solely~~ of restricted ~~stock~~and performance-stock awards.

Restricted Stock Awards –- – Restricted stock ~~awards are~~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

~~Table of Contents~~

by the ~~Compensation Committee~~compensation committee of the ~~Board~~board of ~~Directors.~~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~~compensation committee determines otherwise.

~~The following table summarizes information about outstanding~~ Time-based restricted stock ~~grants~~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 – Performance-based stock awards have similar restrictions as restricted stock. They vest over the specified period following the date of ~~September 30, 2017:~~

Grant
Shares
(in thousands)
Vesting Schedule
Unearned
Compensation
(in millions)

Remaining
Periods
(in months)
October 2014 506
3 equal annual installments commencing on October 20, 2015 $ —
1
April 2015 27
3 equal annual installments commencing on October 20, 2015 $ —
1
October 2015 596
3 equal annual installments commencing on October 20, 2016 $ 0.6
13
January/March 2016 63
3 equal annual installments commencing on October 20, 2016 $ —
13
October 2016 411
3 equal annual installments commencing on October 20, 2017 $ 1.4
25
October 2016 98
fully vests as of October 20, 2017 $ 0.1
1
June 2017 6
3 equal annual installments commencing on October 20, 2017 $ —
25
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.

As of September 30, ~~2017,~~2021, there was approximately ~~$2.1~~$6.0 million of ~~unearned~~unrecognized compensation expense related to non-vested share-based compensation arrangements granted under our equity incentive plans. ~~We have elected~~This expense is subject to ~~report~~future adjustments and forfeitures ~~as they occur as opposed to estimating future forfeitures in~~and will be recognized on a straight-line basis over the remaining restricted period for each grant.

A summary of the status of our share-based compensation ~~expense.~~awards as of September 30, 2021 and changes during the nine months ended September 30, 2021, are presented below:

~~The following table summarizes information about~~


	2021
	Shares (in thousands)	Weighted- Average Grant-Date Fair Value
Nonvested - December 31, 2020	1,263	$	3.48
Granted	457	9.90
Vested	(327)	5.50
Forfeited	(23)	7.18
Nonvested - September 30, 2021	1,370	$	5.07

As of September 30, 2021, a total of 2.9 million shares were available for future grants from the ~~non-vested~~shares authorized for award under our 2020 EIP, including cumulative forfeitures.

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; of which, 31,569,749 and 31,249,811 shares were issued and outstanding as of September 30, 2021 and December 31, 2020, respectively.

Table of Contents

Preferred Stock — Our authorized capital stock also consists of 5,000,000 shares of preferred stock with a par value of $0.01 per share. No preferred shares were outstanding as of September 30, 2021 and December 31, 2020.

Diluted earnings per share for the three and nine months ended September 30, 2021 and 2020 includes the effect of potential common shares issuable when dilutive, and is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net income (loss)	$	7,511	$	4,178	$	21,096	$	(32,913)
Weighted average number of common shares outstanding (in '000s)	31,570		30,986		31,432		30,894
Dilutive effect of restricted stock grants after application of the Treasury Stock Method (in '000s)	1,136		631		1,306		—
Dilutive shares outstanding	32,706		31,617		32,738		30,894
Basic earnings (loss) per share	$	0.24	$	0.13	$	0.67	$	(1.07)
Diluted earnings (loss) per share	$	0.23	$	0.13	$	0.64	$	(1.07)

There were no outstanding share-based compensation awards that were excluded from the calculation of diluted earnings per share for the three months ended September 30, 2021 and there were 282 thousand outstanding restricted ~~stock grants~~shares that were excluded from the calculation of diluted earnings per share for the three months ended September 30, 2020. There were no outstanding share-based compensation awards that were excluded from the calculation of diluted earnings per share for the nine months ended September 30, ~~2017~~2021 and ~~2016:~~

Nine Months Ended September 30,
2017 2016
Shares
(000’s) Weighted-
Average
Grant-Date
Fair Value Shares
(000’s) Weighted-
Average
Grant-Date
Fair Value
Nonvested at December 31 981
$ 4.70
1,128
$ 4.24
Granted 6
8.77
63
2.49
Vested (6 ) 4.89
—
—
Forfeited (39 ) 4.84
(153 ) 4.29
Nonvested at September 30 942
$ 4.72
1,038
$ 4.37

~~6. Performance Awards~~

~~Awards, defined as cash,~~there were 256 thousand outstanding restricted shares ~~or other awards, may be granted to employees under~~that were excluded from the ~~Commercial Vehicle Group, Inc. 2014 Equity Incentive Plan (the “2014 EIP”). The award is earned and payable based upon the Company’s relative Total Shareholder Return in terms~~calculation of ranking as compared to the Peer Group over a three-year period (the “Performance Period”). 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 (I) the cumulative value of dividends and other distributions paid on the Common Stock for the applicable measurement period, and (II) the difference (positive or negative) between each such company’s starting stock price and ending stock price, by (B) the starting stock price. The award is to be paid out at the end of the Performance Period in cash only 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 will be 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 under the 2014 EIP in November 2016, 2015 and 2014:

Grant Date Vesting Schedule Grant Amount Forfeitures/ Adjustments Payments Grant Value at September 30, 2017 Unrecognized Compensation Remaining Periods (in Months) to Vesting
November 2014 October 2017 $ 2,087
$ (1,592 ) $ —
$ 495
—
1
November 2015 October 2018 1,487
(197 ) —
1,290
430
13
November 2016 October 2019 1,434
(37 ) —
1,397
932
25
$ 5,008
$ (1,826 ) $ —
$ 3,182
$ 1,362

~~Table of Contents~~

Compensation (income) and expense was recognized totaling $(0.3) million and $0.2 million for the three months ended September 30, 2017 and 2016, respectively. Compensation expense totaling $0.4 million was recognizeddiluted earnings per share for the nine months ended September 30, ~~2017~~2020.

Shareholder Rights Plan

On June 23, 2020, the Company’s Board of Directors adopted a limited duration rights plan and ~~2016. Unrecognized compensation expense was $1.4 million~~declared a dividend distribution of 1 right (each, a “Right” and ~~$1.2 million~~together with all other such rights distributed or issued pursuant thereto, the “Rights”) for each outstanding share of common stock, par value $0.01, of the Company, as of ~~September 30, 2017 and 2016, respectively.~~

~~7. Accounts Receivable~~

~~Trade accounts receivable are stated at current value less an allowance~~July 5, 2020, the record date for ~~doubtful accounts, which approximates fair value. This allowance is estimated based primarily on management’s evaluation~~such dividend. Each holder of ~~specific balances~~common stock as the balances become past due, the financial condition of our customers and our historical experience with write-offs. If not reserved through specific identification procedures, our general policy for potentially uncollectible accounts is to reserve at a certain percentage based upon the aging categories of accounts receivable and our historical experience with write-offs. Past due status is based upon the due date of the ~~original amounts outstanding. When items are ultimately deemed uncollectible they are charged off against~~record date received a dividend of 1 Right per share of common stock.

On April 15, 2021, the ~~reserve previously established~~Company and Computershare Trust Company, N.A., as rights agent (“Rights Agent”), entered into an amendment (the “Amendment”) to the Rights Agreement, dated as of June 25, 2020, by and between the Company and Rights Agent (the “Rights Agreement”). Pursuant to the Amendment, the Final Expiration Date of the Rights (each as defined in the ~~allowance for doubtful accounts.~~

~~8. Inventories~~

~~Inventories are valued at the lower of first-in, first-out (“FIFO”) cost or market. Cost includes applicable material, labor and overhead. Inventories consisted~~Rights Agreement) was advanced from June 24, 2021 to April 15, 2021. As a result of the ~~following:~~ Amendment, the Rights are no longer outstanding.

September 30, 2017 December 31, 2016
Raw materials $ 61,646
$ 46,352
Work in process 10,646
11,234
Finished goods 16,150
13,468
$ 88,442
$ 71,054

Table of Contents

~~Inventories on-hand~~13. Other Comprehensive Income (Loss)

The after-tax changes in accumulated other comprehensive income (loss), are ~~regularly reviewed~~as follows:


	Foreign currency translation adjustment		Pension and post-retirement benefits plans		Derivative instruments		Accumulated other comprehensive income (loss)
Balance - December 31, 2020	$	(19,024)	$	(27,423)	$	1,441	$	(45,006)
Net current period change	(1,809)		—		—		(1,809)
Amortization of actuarial gain (loss)	—		2,094		—		2,094
Derivative instruments	—		—		(1,052)		(1,052)
Balance - September 30, 2021	$	(20,833)	$	(25,329)	$	389	$	(45,773)


	Foreign currency translation adjustment		Pension and post-retirement benefit plans		Derivative instruments		Accumulated other comprehensive income (loss)
Balance - December 31, 2019	$	(24,032)	$	(22,382)	$	464	$	(45,950)
Net current period change	(257)		—		—		(257)
Amortization of actuarial gain (loss)	—		(1,850)		—		(1,850)
Derivative instruments	—		—		(781)		(781)
Balance - September 30, 2020	$	(24,289)	$	(24,232)	$	(317)	$	(48,838)

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



	Three Months Ended September 30, 2021						Nine Months Ended September 30, 2021
	Before Tax Amount		Tax Expense		After Tax Amount		Before Tax Amount		Tax Expense		After Tax Amount
Cumulative translation adjustment	$	(1,225)	$	—	$	(1,225)	$	(1,809)	$	—	$	(1,809)
Amortization of actuarial gain (loss)	1,308		113		1,421		1,754		340		2,094
Derivative instruments	(717)		168		(549)		(1,373)		321		(1,052)
Total other comprehensive income (loss)	$	(634)	$	281	$	(353)	$	(1,428)	$	661	$	(767)


	Three Months Ended September 30, 2020						Nine Months Ended September 30, 2020
	Before Tax Amount		Tax Expense		After Tax Amount		Before Tax Amount		Tax Expense		After Tax Amount
Cumulative translation adjustment	$	2,628	$	—	$	2,628	$	(257)	$	—	$	(257)
Amortization of actuarial gain (loss)	(1,179)		222		(957)		(2,284)		434		(1,850)
Derivative instruments	1,167		(274)		893		(878)		97		(781)
Total other comprehensive income (loss)	$	2,616	$	(52)	$	2,564	$	(3,419)	$	531	$	(2,888)

14. Cost Reduction and ~~when necessary, provisions for excess~~Manufacturing Capacity Rationalization

During 2019, the Company began implementing cost reduction and ~~obsolete inventory are recorded based primarily on our estimated production requirements which reflect expected~~manufacturing capacity rationalization initiatives (the "Restructuring Initiatives") in response to declines in end market volumes. ~~Excess~~Furthermore, in 2020 the Company began implementing additional cost reduction initiatives and ~~obsolete provisions may vary by product depending upon future potential use of the product.~~

~~9. Goodwill and Intangible Assets~~

~~Goodwill represents the excess of acquisition purchase price over the fair value of net assets acquired. We review goodwill for impairment annually, initially utilizing a qualitative assessment,~~further manufacturing capacity rationalization initiatives in ~~the second fiscal quarter and whenever events or changes in circumstances indicate the carrying value may not be recoverable. Our goodwill is attributable~~response to the ~~GTB Segment.~~COVID-19 pandemic ("2020 Initiatives"). The Restructuring Initiatives and 2020 Initiatives consist primarily of headcount reductions in each segment and at corporate, as well as other costs associated with transfer of production and subsequent closure of facilities, and expansion of production footprint to manufacture warehouse automation subsystems.

~~We performed a Step One fair value assessment~~

Table of our reporting units as of May 31, 2017. Implied fair value of goodwill was determined by utilizing the income approach. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and determination of appropriate market comparables. We base our fair value estimates on assumptions we believe to be reasonable but that are inherently uncertain. Based on our fair value assessment of each of the reporting units, the fair value exceeded the carrying value of goodwill.Contents

We review definite-lived intangible assets, including trademarks, tradenames and customer relationships, for recoverability whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. If the estimated undiscounted cash flows are less than the carrying amount 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. Definite-lived intangible assets are amortized on a straight-line basis over the estimated life of the asset.

The changes in ~~the carrying amounts of goodwill~~accrued restructuring balances are as follows:


	Electrical Systems		Global Seating		Corporate/ Other		Total
December 31, 2020	$	463	$	40	$	176	$	679

Payments and other adjustments	(463)		(40)		(176)		(679)
September 30, 2021	$	—	$	—	$	—	$	—

September 30, 2017 December 31, 2016
Balance — Beginning $ 7,703
$ 7,834
Currency translation adjustment 181
(131 )
Balance — Ending $ 7,884
$ 7,703


	Electrical Systems		Global Seating		Corporate/ Other		Total
December 31, 2019	$	1,276	$	102	$	947	$	2,325
New charges	2,690		1,012		469		4,171
Payments and other adjustments	(3,422)		(879)		(1,057)		(5,358)
September 30, 2020	$	544	$	235	$	359	$	1,138

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

September 30, 2017 December 31, 2016
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 23 years $ 8,465
$ (3,486 ) $ 4,979
$ 8,378
$ (3,193 ) $ 5,185
Customer relationships 15 years 14,408
(4,639 ) 9,769
14,181
(3,855 ) 10,326
$ 22,873
$ (8,125 ) $ 14,748
$ 22,559
$ (7,048 ) $ 15,511

~~The aggregate intangible asset amortization expense was approximately $0.3~~$4.2 million ~~for the three months ended September 30, 2017 and 2016, and $1.0 million for~~costs incurred in the nine months ended September 30, ~~2017~~2020, $3.3 million primarily related to headcount reductions and ~~2016. The estimated intangible asset amortization expense for~~$0.9 million related to facility exit and other costs. Of the ~~fiscal year ending December 31, 2017~~$4.2 million costs incurred, $3.2 million was recorded in cost of revenues and ~~for each of the five succeeding years is as follows:~~$1.0 million was recorded in selling, general and administrative expenses.

Fiscal Year Ended December 31,
Estimated
Amortization
Expense
2017 $ 1,321
2018 1,326
2019 1,326
2020 1,196
2021 1,196
2022 1,196

~~10.~~15. Commitments and Contingencies

~~Warranty —~~ We are subject to warranty claims for products that fail to perform as expected due to design or manufacturing deficiencies. Customers generally require their outside suppliers to guarantee or warrant their products and bear the cost of repair or replacement of such products. Depending on the terms under whichLeases - As disclosed in Note 7, Leases, 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 reserve for estimated future customer warranty costs based on historical trends and current economic factors.

~~The following represents a summary of the warranty provision for the nine months ended September 30, 2017:~~

Balance — December 31, 2016 $ 5,552
Provision for new warranty claims 1,532
Change in provision for preexisting warranty claims 98
Deduction for payments made (3,452 )
Currency translation adjustment 93
Balance — September 30, 2017 $ 3,823

~~Leases~~ ~~— We~~ lease 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. ~~The anticipated future lease costs are based in part on certain assumptions and we monitor these costs to determine if the estimates need to be revised in the future.~~ As of September 30, ~~2017,~~2021, 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 September 30, 2021, we had no such guarantees.

Litigation —- We are subject to various legal proceedings and claims arising in the ordinary course of business, including but not limited to ~~workers' compensation~~product liability claims, ~~OSHA investigations, employment~~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 ~~those~~environmental claims arising out of ~~alleged defects, breach~~the conduct of ~~contracts, product warranties and environmental matters.~~our businesses.

Management believes that the Company maintains adequate insurance orand 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 of September 30, 2021, are included within accrued liabilities and other in the accompanying Condensed Consolidated Balance Sheets.

The following presents a summary of the warranty provision for the nine months ended September 30, 2021:


Balance - December 31, 2020	$	2,041
Provision for warranty claims	854
Deduction for payments made and other adjustments	(1,238)
Balance - September 30, 2021	$	1,657

Table of Contents

Debt Payments —- As disclosed in Note ~~11,~~4, Debt, the ~~TLS~~Credit Agreement requires the Company to repay a fixed amount of principal on a quarterly basis and make ~~mandatory prepayments of excess cash flows, and~~ voluntary prepayments that coincide with certain events.

The following table provides future minimum principal payments due on long-term debt for the next five ~~fiscal years~~years:


	Term loan facility		Revolving credit facility		Total
Remainder of 2021	$	1,875	$	—	$	1,875
2022	$	9,375	$	—	$	9,375
2023	$	13,125	$	—	$	13,125
2024	$	16,875	$	—	$	16,875
2025	$	20,625	$	—	$	20,625
Thereafter	$	86,250	$	31,300	$	117,550

16. Segment Reporting

Operating segments are defined as components of an enterprise that are evaluated regularly by the Company’s chief operating decision maker (“CODM”), which is our President and Chief Executive Officer. Each of these segments consists of a number of manufacturing facilities. Certain of our facilities manufacture and sell products through both of our segments. Each manufacturing facility that sells products through both segments is reflected in the ~~remaining years thereafter:~~

Year Ending December 31,
2017 $ 1,094
2018 4,375
2019 4,375
2020 4,375
2021 4,375
Thereafter $ 155,312

~~11. Debt and Credit Facilities~~

~~Debt consisted~~financial results of the ~~following:~~segment that has the greatest amount of revenues from that manufacturing facility. Our segments are more specifically described below.

September 30, 2017 December 31, 2016
7.875% senior secured notes due April 15, 2019 $ —
$ 233,154
Term loan and security agreement (a) $ 167,749
$ —
The Electrical Systems segment designs, manufactures and sells the following products:

~~(a) Presented~~

•Electrical systems, electrical wire harnesses, electro-mechanical assemblies for warehouses, electro-mechanical cable assemblies for the construction, agricultural, industrial, automotive, truck, mining, rail and military industries in North America, Europe and Asia-Pacific. This segment includes a portion of the company’s activities in the ~~condensed consolidated balance sheet as current~~emerging electric vehicle market;

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

•Warehouse automation subsystems primarily for the North American e-commerce markets and include electro-mechanical assemblies and panels;

•Commercial vehicle accessories including OE and aftermarket wipers, mirrors, floormats and sensors; and

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

The Global Seating 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 trucks, construction equipment, material handling equipment and agriculture equipment in North America, Europe and Asia-Pacific. This segment includes a portion of ~~long-term debt~~the company’s activities in the emerging electric vehicle market;

•Office seats primarily in Europe and Asia-Pacific; and

•Aftermarket seats and components in North America, Europe and Asia-Pacific.

Corporate expenses consist of ~~$3.2 million, net~~certain overhead and shared costs that are not directly attributable to the operations of ~~deferred financing~~a segment. For purposes of business segment performance measurement, some of these costs ~~and original issue discount each of $0.6 million; and long-term debt of $164.6 million, net of deferred financing costs and original issue discount of $2.4 million and $2.6 million, respectively.~~

~~Term Loan and Security Agreement~~

~~On April 12, 2017,~~that are for the Company entered into a $175.0 million senior secured term loan credit facility (the “Term Loan Facility”), maturing on April 12, 2023, pursuant to a term loan and security agreement (the “TLS Agreement”) with certain subsidiariesbenefit of the ~~Company party thereto as guarantors, Bank~~operations are allocated based on a combination of America, N.A., as administrative agent, and other lender parties thereto. Concurrent with the closing of the TLS Agreement, the proceeds of the Term Loan Facility were used, together with cash on hand in the amount of $74.0 million, to (a) fund the redemption, satisfaction and discharge of all of the Company’s outstanding 7.875% notes along with accrued interest; and (b) pay related transaction costs, fees and expenses. In conjunction with the redemption of the 7.875% notes, the Company recognized a non-cash charge of $1.6 million in the second quarter of 2017 to write-off deferred financing fees and a prepayment charge for interest of $1.5 million paid to bondholders during the 30-day notification period associated with the redemption of the 7.875% notes.

There was $0.1 million in accrued interest as of September 30, 2017. The unamortized deferred financing fees of $3.0 million and original issue discount of $3.2 million are netted against the aggregate book value of the outstanding debt to arrive at a balance of $167.7 million as of September 30, 2017 and are being amortized over the remaining life of the agreement.

The term loan is a senior secured obligation of the Company. Our obligations under the TLS Agreement are guaranteed by certain subsidiaries of the Company. The obligations of the Company and the guarantors under the TLS Agreement are secured (subject to certain permitted liens) by a first-priority lien on substantially all of the non-current assets (and a second priority lien on substantially all of the current assets) of the Company and the guarantors, including a first priority pledge of certain capital stock of the domestic and foreign subsidiaries directly owned by the Company and the guarantors. The liens, the security interests and all of the obligations of the Company and the guarantors and all provisions regarding remedies in an event of default are subject to an intercreditor agreement among the Company, the guarantors, the agent for the lenders party to the Company’s revolving credit facility and the collateral agent under the TLS Agreement.

~~Terms, Covenants and Compliance Status~~

The TLS Agreement contains customary restrictive covenants, including limitations on our ability and the ability of our subsidiaries to: incur additional debt; pay dividends or other restricted payments; make investments; engage in transactions with affiliates; create liens on assets; and consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries. In

methodologies.

Table of Contents

addition, the TLS Agreement contains a financial maintenance covenant requiring the Company to maintain a Total Leverage Ratio as of the last day of any fiscal quarter not to exceed the ratios set forth in the applicable table within the TLS Agreement.~~The TLS Agreement also contains customary reporting and other affirmative covenants. We were in compliance with the covenants as of September 30, 2017.~~

The TLS Agreement requires the Company to repay principal of approximately $1.1 million on the last day of each quarter commencing with the quarter ending September 30, 2017 and extending through March 31, 2024, with the remaining outstanding principal due at maturity.

Voluntary prepayments of amounts outstanding under the TLS Agreement are permitted at any time, without premium or penalty; provided, however, that a prepayment penalty equal to 1.0% of the prepaid amount is required to be paid in connection with certain events that have the effect of reducing the all-in-yield applicable to the term loan during the 12 months following ~~the initial funding thereof. In addition, to the extent applicable, customary LIBOR breakage charges may be payable in connection with any prepayment.~~

The TLS Agreement requires the Company to make mandatory prepayments with excess cash flow, the proceeds of certain asset dispositions and upon the receipt of insurance or condemnation proceeds, and, in the case of an asset disposition or insurance or condemnation event, to the extent the Company does not reinvest the proceeds within the periods set forth in the TLS Agreement.

~~The TLS Agreement includes customary events of default (subject in certain cases to customary grace and cure periods) which include, among others:~~

~~• nonpayment of obligations when due;~~

~~• breach of covenants or other agreements in the TLS Agreement; and~~

~~• defaults in payment of certain other indebtedness.~~

~~Revolving Credit Facility~~

On April 12, 2017, the Company entered into the Third Amended and Restated Loan and Security Agreement ("Third ARLS Agreement") increasing its senior secured revolving credit facility to $65 million from $40 million and setting the maturity date to April 12, 2022. Up to an aggregate of $10.0 million is available to the Company and the other borrowers for the issuance of letters of credit, which reduces availability under the Third ARLS Agreement.

The Third ARLS Agreement included amendments to certain definitions and covenants including, but not limited to, amendments to (i) permitted debt, (ii) permitted distributions, (iii) distribution of assets, and (iv) the calculation of EBITDA. The Third ARLS Agreement contains a fixed charge coverage ratio maintenance covenant of 1.00:1.00 and amended the availability threshold for triggering compliance with the fixed charge coverage ratio.

The borrowers’ obligations under the revolving credit facility are secured (subject to certain permitted liens) by a first-priority lien on substantially all of the current assets (and a second priority lien on substantially all of the non-current assets) of the borrowers. Each of the Company and each other borrower is jointly and severally liable for the obligations under the revolving credit facility and unconditionally guarantees the prompt payment and performance thereof. The liens, the security interests and all of the obligations of the Company and each other borrower and all provisions regarding remedies in an event of default are subject to an intercreditor agreement among the Company, certain of its subsidiaries, the agent under the Third ARLS Agreement and the collateral agent for the lenders party to the Company’s term loan credit facility.

~~The applicable margin is based on average daily availability under the revolving credit facility as follows:~~

Level Average Daily Availability Base Rate
Loans LIBOR
Revolver Loans
III ≥ $24,000,000 0.50 % 1.50 %
II > $12,000,000 but < $24,000,000 0.75 % 1.75 %
I ≤ $12,000,000 1.00 % 2.00 %

The applicable margin will be subject to increase or decrease by the agent on the first day of the calendar month following each fiscal quarter end. If the agent is unable to calculate average daily availability for a fiscal quarter due to borrowers' failure to deliver a borrowing base certificate when required, the applicable margin will be set at Level I until the first day of the calendar month following receipt of a borrowing base certificate. As of September 30, 2017, the applicable margin was set at Level III.

~~Table of Contents~~

The unamortized deferred financing fees associated with our revolving credit facility of $1.1 million and $0.1 million as of September 30, 2017 and December 31, 2016, respectively, were being amortized over the remaining life of the agreement. As of September 30, 2017 and December 31, 2016, we did not have borrowings under the revolving credit facility and had outstanding letters of credit of $2.1 million and $2.5 million, respectively. We had borrowing availability of $62.9 million at September 30, 2017.

~~The Company pays a commitment fee to the lenders equal to 0.25% per annum of the unused amounts under the revolving credit facility.~~

~~Terms, Covenants and Compliance Status~~

The Third ARLS Agreement requires the maintenance of a minimum fixed charge coverage ratio. The borrowers however are not required to comply with the fixed charge coverage ratio requirement for as long as the borrowers maintain borrowing availability under the revolving credit facility at the greater of (i) $5,000,000 and (ii) ten percent (10%) of the revolving commitments. If borrowing availability falls below this threshold at any time, the borrowers would be required to comply with a fixed charge coverage ratio of 1.00:1.00 as of the end of each relevant fiscal quarter, and would be required to continue to comply with these requirements until the borrowers have borrowing availability in excess of this threshold for 60 consecutive days. Since the Company had borrowing availability in excess of this threshold from December 31, 2016 through September 30, 2017, the Company was not required to comply with the minimum fixed charge coverage ratio covenant during the quarter ended September 30, 2017.

The Third ARLS Agreement contains customary restrictive covenants, including limitations on our ability and the ability of our subsidiaries to: incur additional debt; pay dividends or other restricted payments; make investments; engage in transactions with affiliates; create liens on assets; and consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries. The Third ARLS Agreement also contains customary reporting and other affirmative covenants. The Company was in compliance with these covenants as of September 30, 2017.

Voluntary prepayments of amounts outstanding under the revolving credit facility are permitted at any time, without premium or penalty, other than (to the extent applicable) customary LIBOR breakage charges and the aforementioned prepayment penalty.

The Third ARLS Agreement requires the borrowers to make mandatory prepayments upon the receipt of insurance or condemnation proceeds in respect of the revolving credit facility’s priority collateral.

~~The Third ARLS Agreement includes customary events of default (subject in certain cases to customary grace and cure periods) which include, among others:~~

•~~nonpayment of obligations when due;~~

•~~breach of covenants or other agreements in the Third ARLS Agreement;~~

•~~a change of control; and~~

•~~defaults in payment of certain other indebtedness, including the term loan credit facility.~~

~~12. Income Taxes~~

We file federal and state income tax returns in the U.S. and income tax returns in foreign jurisdictions. With a few minor exceptions, we are no longer subject to income tax examinations by any of the taxing jurisdictions for years prior to 2013. We currently have one foreign income tax examination in process.

As of September 30, 2017 and December 31, 2016, unrecognized tax benefits related to federal, state and foreign jurisdictions were $0.5 million and $0.6 million, respectively; all of which may impact our effective tax rate, if recognized. The domestic unrecognized tax benefits are netted against their related noncurrent deferred tax assets that are carried forward as net operating losses and tax credits. When appropriate, we accrue penalties and interest related to unrecognized tax benefits through income tax expense. Included in the unrecognized tax benefits is $0.2 million of interest and penalties as of September 30, 2017 and December 31, 2016.

During the nine months ended September 30, 2017, we released $0.2 million of tax reserves associated with items falling outside the statue of limitations and the closure of certain tax years for examination purposes. We are not aware of any events that could occur within the next twelve months that would have an impact on the amount of unrecognized tax benefits that would require a reserve.

~~Table of Contents~~

At September 30, 2017, due to cumulative losses and other factors, we continue to carry valuation allowances against the deferred tax assets primarily in the United Kingdom and Luxembourg. Additionally, we continue to carry valuation allowances related to certain state deferred assets that we believe to be more likely than not to expire before they can be utilized. We evaluate the need for valuation allowances in each of our jurisdictions on a quarterly basis.

~~13. Segment Reporting~~

~~The following tables present~~table presents segment ~~revenues, gross profit, depreciation and amortization expense, selling, general and administrative expenses, operating income, capital expenditures and other items~~results for the three and nine months ended September 30, ~~2017~~2021 and ~~2016:~~2020.


	Three Months Ended September 30, 2021
	Electrical Systems		Global Seating		Corporate/ Other		Total
Revenues
External revenues	$	163,134	$	76,476	$	—	$	239,610
Intersegment revenues	978		14		(992)		—
Total revenues	$	164,112	$	76,490	$	(992)	$	239,610
Gross profit	$	23,662	$	6,484	$	(2)	$	30,144
Selling, general & administrative expenses	5,878		6,061		6,833		18,772

Operating income (loss)	$	17,784	$	423	$	(6,835)	$	11,372


	Three Months Ended September 30, 2020
	Electrical Systems		Global Seating		Corporate/ Other		Total
Revenues
External revenues	$	120,723	$	66,974	$	—	$	187,697
Intersegment revenues	344		1,928		(2,272)		—
Total revenues	$	121,067	$	68,902	$	(2,272)	$	187,697
Gross profit	$	16,118	$	8,418	$	(377)	$	24,159
Selling, general & administrative expenses	3,895		3,646		7,725		15,266

Operating income (loss)	$	12,223	$	4,772	$	(8,102)	$	8,893


	Nine Months Ended September 30, 2021
	Electrical System		Global Seating		Corporate/ Other		Total
Revenues
External revenues	$	496,926	$	245,747	$	—	$	742,673
Intersegment revenues	4,532		6,735		(11,267)		—
Total revenues	$	501,458	$	252,482	$	(11,267)	$	742,673
Gross profit	$	67,710	$	27,966	$	(43)	$	95,633
Selling, general & administrative expenses	16,505		17,016		19,008		52,529
Operating income (loss)	$	51,205	$	10,950	$	(19,051)	$	43,104


	Nine Months Ended September 30, 2020
	Electrical		Global Seating		Corporate/ Other		Total
Revenues
External revenues	$	305,389	$	196,309	$	—	$	501,698
Intersegment revenues	1,987		2,435		(4,422)		—
Total revenues	$	307,376	$	198,744	$	(4,422)	$	501,698
Gross profit	$	28,208	$	23,133	$	(404)	$	50,937
Selling, general & administrative expenses	15,884		12,379		21,803		50,066
Goodwill and other impairment	23,415		4,809		793		29,017
Operating income (loss)	$	(11,091)	$	5,945	$	(23,000)	$	(28,146)

Three Months Ended September 30, 2017
Global
Truck &
Bus Global
Construction &
Agriculture Corporate/
Other Total
Revenues
External Revenues $ 121,497
$ 76,852
$ —
$ 198,349
Intersegment Revenues 552
2,705
(3,257 ) —
Total Revenues $ 122,049
$ 79,557
$ (3,257 ) $ 198,349
Gross Profit $ 17,180
$ 8,316
$ (346 ) $ 25,150
Depreciation and Amortization Expense $ 1,838
$ 1,117
$ 673
$ 3,628
Selling, General & Administrative Expenses $ 5,534
$ 4,160
$ 4,442
$ 14,136
Operating Income $ 11,350
$ 4,121
$ (4,789 ) $ 10,682
Capital and Other Items:
Capital Expenditures $ 1,097
$ 1,195
$ 476
$ 2,768
Other Items ¹
$ 373
$ 15
$ —
$ 388

¹~~Other items include costs associated with plant closures, including employee severance and retention costs, lease cancellation costs, building repairs and costs to transfer equipment.~~

Three Months Ended September 30, 2016
Global
Truck &
Bus Global
Construction &
Agriculture Corporate/
Other Total
Revenues
External Revenues $ 95,728
$ 57,876
$ —
$ 153,604
Intersegment Revenues 308
1,499
(1,807 ) —
Total Revenues $ 96,036
$ 59,375
$ (1,807 ) $ 153,604
Gross Profit $ 10,765
$ 8,525
$ (371 ) $ 18,919
Depreciation and Amortization Expense $ 2,215
$ 1,464
$ 484
$ 4,163
Selling, General & Administrative Expenses
$ 5,329
$ 4,588
$ 4,209
$ 14,126
Operating Income $ 5,144
$ 3,901
$ (4,579 ) $ 4,466
Capital and Other Items:
Capital Expenditures $ 1,592
$ 664
$ 290
$ 2,546
Other Items¹
$ 1,329
$ 191
$ —
$ 1,520

¹ ~~Other items include costs associated with plant closures, including employee severance and retention costs, lease cancellation costs, building repairs and costs to transfer equipment.~~

Table of Contents

17. Other Financial Information

Nine Months Ended September 30, 2017
Global
Truck &
Bus Global
Construction &
Agriculture Corporate/
Other Total
Revenues
External Revenues $ 342,964
$ 223,929
$ —
$ 566,893
Intersegment Revenues 1,084
7,315
(8,399 ) —
Total Revenues $ 344,048
$ 231,244
$ (8,399 ) $ 566,893
Gross Profit $ 48,288
$ 22,099
$ (1,033 ) $ 69,354
Depreciation and Amortization Expense $ 5,850
$ 3,530
$ 2,051
$ 11,431
Selling, General & Administrative Expenses $ 16,688
$ 12,619
$ 16,250
$ 45,557
Operating Income $ 30,716
$ 9,374
$ (17,283 ) $ 22,807
Capital and Other Items:
Capital Expenditures $ 5,145
$ 3,671
$ 1,795
$ 10,611
Other Items ¹
$ 1,341
$ 998
$ 2,377
$ 4,716

¹ Other items include costs associated with plant closures, including employee severance and retention costs, lease cancellation costs, building repairs, costs to transfer equipment, and settlement costs associated with the consulting contract litigation.

Nine Months Ended September 30, 2016
Global
Truck &
Bus Global
Construction &
Agriculture Corporate/
Other Total
Revenues
External Revenues $ 323,895
$ 188,252
$ —
$ 512,147
Intersegment Revenues 771
5,417
(6,188 ) —
Total Revenues $ 324,666
$ 193,669
$ (6,188 ) $ 512,147
Gross Profit $ 43,019
$ 27,100
$ (1,164 ) $ 68,955
Depreciation and Amortization Expense $ 6,438
$ 4,321
$ 1,812
$ 12,571
Selling, General & Administrative Expenses
$ 17,466
$ 13,859
$ 15,177
$ 46,502
Operating Income $ 24,679
$ 13,137
$ (16,341 ) $ 21,475
Capital and Other Items:

Capital Expenditures $ 4,039
$ 2,881
$ 867
$ 7,787
Other Items¹
$ 1,704
$ 512
$ 688
$ 2,904

¹Other items include costs associated with plant closures, including employee severance and retention costs, lease cancellation costs, building repairs and costs to transfer equipment, and a write down of an asset held for sale and severance costsItems reported in ~~corporate.~~

~~14. Derivative Contracts~~

~~We use forward exchange contracts to hedge certain of our foreign currency transaction exposures. We estimate our projected revenues and purchases in certain foreign currencies and may hedge a portion~~inventories consisted of the ~~anticipated long or short positions. The contracts typically run~~following:


	September 30, 2021		December 31, 2020
Raw materials	$	112,876	$	65,334
Work in process	18,622		13,373
Finished goods	14,971		12,540
Inventories	$	146,469	$	91,247

Inventories increased by $55.2 million from ~~one month up~~December 31, 2020 to ~~eighteen months. As of~~ September 30, ~~2017, we did not have any derivatives designated as hedging instruments; therefore, our forward foreign exchange contracts have been marked-to-market~~2021 due to cost inflation, customer schedule volatility, and ~~the fair value of contracts recorded~~supply chain issues.

Items reported in the condensed consolidated Balance Sheet with the offsetting non-cash gain or loss recorded in cost of revenue in our consolidated Statement of Income. We do not hold or issue foreign exchange options or forward contracts for trading purposes. Our forward foreign exchange contracts are subject to a master netting agreement. We record assetsproperty, plant, and ~~liabilities relating to our forward foreign exchange contracts on a gross basis in our condensed consolidated Balance Sheet.~~

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

September 30, 2017 December 31, 2016

U.S. $
Equivalent

U.S. $
Equivalent
Fair Value

U.S. $
Equivalent

U.S. $
Equivalent
Fair Value
Commitments to buy or sell currencies $ 5,389
$ 5,723
$ 18,593
$ 17,213

~~Table of Contents~~

~~We consider the impact of our credit risk on the fair value~~equipment, net consisted of the ~~contracts, as well as our ability to honor obligations under the contract.~~following:

The Company entered into an interest rate swap contract to fix the interest rate on an initial aggregate amount of $80.0 million thereby reducing exposure to interest rate changes. The interest rate swap has a floor rate of 2.07%


	September 30, 2021		December 31, 2020
Land and buildings	$	32,628	$	30,305
Machinery and equipment	191,248		189,939
Construction in progress	7,847		1,558
Property, plant, and equipment, gross	231,723		221,802
Less accumulated depreciation	(169,581)		(159,026)
Property, plant and equipment, net	$	62,142	$	62,776

Items reported in accrued expenses and an all-in rate of 8.07%, and an effective date of June 30, 2017 and a maturity date of April 30, 2022. As of September 30, 2017, the interest rate swap contract was not designated as a hedging instrument; therefore, our interest rate swap contract has been marked-to-market and the fair valueother liabilities consisted of the ~~contract recorded in the condensed consolidated Balance Sheet with the offsetting gain or loss recorded in interest and other expense in our condensed consolidated Statement of Income.~~following:

~~The following table summarizes the fair value and presentation in the condensed consolidated Balance Sheet for derivatives, none of which are designated as accounting hedges:~~


	September 30, 2021		December 31, 2020
Compensation and benefits	$	18,297	$	15,877
Operating lease liabilities	9,078		9,236
Accrued freight	6,835		2,556
Contingent Consideration	4,288		4,870
Taxes payable	3,804		4,057
Other	9,768		13,460
Accrued liabilities and other	$	52,070	$	50,056

Asset Derivatives

September 30, 2017 December 31, 2016

Balance Sheet
Location Fair Value Balance Sheet
Location Fair Value
Foreign exchange contracts Other current assets $ 395
Other current assets $ 142
Interest rate swap contract¹
Other current assets $ 1
Other current assets $ —
Interest rate swap contract¹
Other assets, net $ 301
Other assets, net $ —

Liability Derivatives

September 30, 2017 December 31, 2016

Balance Sheet
Location Fair Value Balance Sheet
Location Fair Value
Foreign exchange contracts Accrued liabilities $ 22
Accrued liabilities $ 1,234
Interest rate swap contract¹
Accrued liabilities $ 494
Accrued liabilities $ —
Interest rate swap contract¹
Other long-term liabilities $ 293
Other long-term liabilities $ —

¹ ~~Presented in the condensed consolidated Balance Sheet as accrued liabilities of $0.5 million.~~

~~The following table summarizes the effect of derivative instruments on the consolidated Statement of Income for derivatives not designated as hedging instruments:~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016

Location of Gain (Loss)
Recognized in Income on
Derivatives

Amount of Gain (Loss)
Recognized in Income on
Derivatives

Amount of Gain (Loss)
Recognized in Income on
Derivatives
Foreign exchange contracts Cost of Revenues $ (322 ) $ (869 ) $ 1,438
$ (205 )
Interest rate swap contract Interest Income (Expense) $ 38
$ —
$ (485 ) $ —

~~15. Other Comprehensive Loss~~

~~The after-tax changes in accumulated other comprehensive loss are as follows:~~

Foreign
currency translation adjustment
Pension and
post-retirement
benefits plans

Accumulated other
comprehensive
loss
Ending balance, December 31, 2016 $ (24,313 ) $ (24,532 ) $ (48,845 )
Net current period change 5,209
—
5,209
Reclassification adjustments for losses reclassified into income —
(1,830 ) (1,830 )
Ending balance, September 30, 2017 $ (19,104 ) $ (26,362 ) $ (45,466 )

~~Table of Contents~~

Foreign
currency translation adjustment
Pension and
post-retirement
benefit plans

Accumulated other
comprehensive
loss
Ending balance, December 31, 2015 $ (21,079 ) $ (18,575 ) $ (39,654 )
Net current period change 215
—
215
Reclassification adjustments for losses reclassified into income —
(1,699 ) (1,699 )
Ending balance, September 30, 2016 $ (20,864 ) $ (20,274 ) $ (41,138 )

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

Three Months Ended
Nine Months Ended
September 30, 2017 September 30, 2017
Before Tax
Amount Tax Expense After Tax Amount Before Tax
Amount Tax Expense After Tax Amount
Retirement benefits adjustment $ (763 ) $ 217
$ (546 ) $ (2,481 ) $ 651
$ (1,830 )
Cumulative translation adjustment 1,130
—
1,130
5,209
—
5,209
Total other comprehensive income $ 367
$ 217
$ 584
$ 2,728
$ 651
$ 3,379

Three Months Ended
Nine Months Ended
September 30, 2016 September 30, 2016
Before Tax
Amount Tax Expense After Tax
Amount Before Tax
Amount Tax Expense
After Tax
Amount
Retirement benefits adjustment $ (893 ) $ 228
$ (665 ) $ (2,478 ) $ 779
$ (1,699 )
Cumulative translation adjustment 621
—
621
215
—
215
Total other comprehensive loss $ (272 ) $ 228
$ (44 ) $ (2,263 ) $ 779
$ (1,484 )

~~16. Pension and Other Post-Retirement Benefit Plans~~

We sponsor pension plans that cover certain hourly and salaried employees in the United States and United Kingdom. Each of the plans are frozen to new participants. Our policy is to make annual contributions to the plans to fund the normal cost as required by local regulations. In addition, we have a post-retirement benefit plan for certain U.S. operations, retirees and their dependents.

~~The components of net periodic (benefit) cost related to pension and other post-retirement benefit plans is as follows:~~18. Subsequent Event

U.S. Pension Plans and Other Post-Retirement Benefit Plans Non-U.S. Pension Plans
Three Months Ended September 30, Three Months Ended September 30,
2017 2016 2017 2016
Service cost $ 33
$ 32
$ —
$ —
Interest cost 449
469
289
338
Expected return on plan assets (671 ) (678 ) (302 ) (375 )
Amortization of prior service cost 2
—
—
—
Recognized actuarial loss 89
107
122
52
Net (benefit) cost $ (98 ) $ (70 ) $ 109
$ 15

~~Table of Contents~~

U.S. Pension Plans and Other Post-Retirement Benefit Plans Non-U.S. Pension Plans
Nine Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Service cost $ 100
$ 96
$ —
$ —
Interest cost 1,346
1,407
845
1,041
Expected return on plan assets (2,013 ) (2,034 ) (882 ) (1,156 )
Amortization of prior service cost 5
—
—
—
Recognized actuarial loss (gain) 268
321
358
160
Net (benefit) cost $ (294 ) $ (210 ) $ 321
$ 45

We expect to contribute approximately $2.9 million to our pension plans and our other post-retirement benefit plans in 2017. As of September 30, 2017, $2.2 million of contributions have been made to our pension and other post-retirement plans.


~~17.~~	~~Restructuring~~

On November ~~19, 2015,~~1, 2021, the Company's Board of Directors ofapproved a restructuring program to align the ~~Company approved adjustments~~Company's cost structure to ~~the Company’s manufacturing~~support margin expansion. The program includes workforce reductions and footprint ~~and capacity utilization, and reductions to selling, general and administrative costs.~~optimization across segments. We expect the ~~costs associated with~~ restructuring ~~activities~~cost to ~~total $6.5~~be between $4.0 million to ~~$7.6~~$6.0 million and capital investments to total $1.0 million to $2.0 million. The restructuring and cost reduction actions began in the fourth quarter of 2015 and are expected to continue through 2017. Restructuring costs incurred during the nine months ended September 30, 2017 and 2016 were $2.0 million and $2.3 million, respectively. The following is a summary of some of our key actions.

~~Edgewood Facility~~

~~The closure of our Edgewood, Iowa facility and transfer of production to our Agua Prieta, Mexico facility was announced on December 3, 2015 and was substantially complete as of June 30, 2016.~~

~~Piedmont Facility~~

On May 2, 2016, the Company announced plans to consolidate its North American seat production into two North American facilities and cease seat production in its Piedmont, Alabama facility. The Company will continue to maintain a presence in Piedmont for our Aftermarket distribution channel. The restructuring plan is now complete.

~~Monona Facility~~

On July 19, 2016, the Company announced its intent to transfer all wire harness production from its manufacturing facility in Monona, Iowa to its facility in Agua Prieta, Mexico. On May 24, 2017, the Company elected to maintain production capability in the Monona facility as a result of a shortage of labor in our North American wire harness business. The Company released accrued employee separation charges of $0.4 million and incurred lease cancellation charges of $1.3 million.

~~Shadyside Facility~~

On July 21, 2016, the Company announced that it will close its Shadyside, Ohio facility that performs assembly and stamping activities. These activities will be transferred to alternative facilities or sourced to local suppliers. We anticipate the closure of the Shadyside facility to be complete by the end of 2017.

~~Ongoing Restructuring Expenditures~~

~~The table below summarizes the expenditures incurred to date and projected future expenditures associated with the restructuring activities approved on November 19, 2015:~~

~~Table of Contents~~

Total Project
Expense
Expected Future Expense (Income)
2015/2016
Current
Quarter

2017 Year
to Date
Income Statement
(in millions) Low High Expense Expense (Income) Low High Classification
Edgewood Wire Harness
Separation costs $ 0.3
$ 0.3
$ 0.3
$ —
$ —
$ —
$ —
Cost of revenues
Facility and other costs 0.1
0.1
0.1
—
—
—
—
Cost of revenues
Total $ 0.4
$ 0.4
$ 0.4
$ —
$ —
$ —
$ —

Piedmont Seating
Separation costs $ 0.6
$ 0.6
$ 0.6
$ —
$ —
$ —
$ —
Cost of revenues
Facility and other costs 0.4
0.4
0.4
—
—
—
—
Cost of revenues
Total $ 1.0
$ 1.0
$ 1.0
$ —
$ —
$ —
$ —

Monona Wire Harness
Separation costs $ 0.1
$ 0.1
$ 0.5
$ —
$ (0.4 ) $ —
$ —
Cost of revenues
Facility and other costs 1.9
2.3
0.1
—
1.4
0.4
0.8
Cost of revenues
Total $ 2.0
$ 2.4
$ 0.6
$ —
$ 1.0
$ 0.4
$ 0.8

Shadyside Stamping
Separation costs $ 2.5
$ 2.6
$ 1.7
$ 0.2
$ 0.6
$ 0.2
$ 0.3
Cost of revenues
Facility and other costs 0.2
0.8
0.2
0.2
0.4
(0.4 ) 0.2
Cost of revenues
Total $ 2.7
$ 3.4
$ 1.9
$ 0.4
$ 1.0
$ (0.2 ) $ 0.5

Other Restructuring
Separation costs $ 0.1
$ 0.1
$ 0.1
$ —
$ —
$ —
$ —
Cost of revenues
Separation costs 0.3
0.3
0.3
—
—
—
—
Selling, general and administrative
Total $ 0.4
$ 0.4
$ 0.4
$ —
$ —
$ —
$ —

Total Restructuring $ 6.5
$ 7.6
$ 4.3
$ 0.4
$ 2.0
$ 0.2
$ 1.3

~~Restructuring Liability~~

~~A summary of changes in the restructuring liability~~ for the ~~nine months ended September 30, 2017 and 2016 is as follows:~~entire program.

2017
Employee Costs Facility Exit and Other Costs Total
Balance - December 31, 2016 $ 2,229
$ 45
$ 2,274
Provisions 212
1,801
2,013
Utilizations (2,134 ) (1,317 ) (3,451 )
Balance - September 30, 2017 $ 307
$ 529
$ 836

2016
Employee Costs Facility Exit and Other Costs Total
Balance - December 31, 2015 $ 542
$ 43
$ 585
Provisions 1,721
568
2,289
Utilizations (496 ) (588 ) (1,084 )
Balance - September 30, 2016 $ 1,767
$ 23
$ 1,790

~~18. Subsequent Events~~

~~The sale of our Shadyside, Ohio property to Warren Distribution, Inc. for $2.5 million was consummated on October 31, 2017, resulting in a gain on sale of $0.9 million in the fourth quarter of 2017.~~

~~Table of Contents~~

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The discussion and analysis below describes material changes in financial condition and results of operations ~~for~~as reflected in our condensed consolidated financial statements for the three and nine ~~months~~month periods ended September 30, ~~2017~~2021 and ~~2016.~~2020. This discussion and analysis should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our ~~Annual Report on~~2020 Form ~~10-K for the fiscal year ended December 31, 2016 (the “2016 Form 10-K”).~~10-K.

~~Company~~Business Overview

~~Commercial Vehicle Group, Inc. (and its subsidiaries)~~CVG is a ~~leading supplier~~global provider of ~~a full range of cab related products~~ components, assemblies and systems ~~for~~to the ~~global~~traditional commercial vehicle market, ~~including~~ the ~~MD/HD Truck market, the medium- and heavy-construction~~electric vehicle market, and the ~~military, bus, agriculture, specialty transportation, mining, industrial equipment and off-road recreational markets.~~warehouse automation market.

Table of Contents

~~We have manufacturing operations~~Commercial Trends in the ~~United States, Mexico, United Kingdom, Czech Republic, Ukraine, China, India and Australia. Our products are primarily sold in~~ North America ~~Europe, and the Asia-Pacific region.~~

Our products include Seats; Trim; cab structures, sleeper boxes, body panels and structural components; mirrors, wipers and controls; and electronic wire harness and panel assemblies designed for applications in commercial and other vehicles.

We are differentiated from automotive industry suppliers by our ability to manufacture low volume, customized products on a sequenced basis to meet the requirements of our customers. We believe our products are used by a majority of the North American MD/HDCommercial Truck ~~and certain leading global construction and agriculture OEMs, which we believe creates an opportunity to cross-sell our products.~~

~~Business Overview~~

For the nine months ended September 30, 2017, approximately 42% of our revenue was generated from sales to North American MD/HD Truck OEMs. Our remaining revenue was primarily derived from sales to OEMs in the global construction equipment market, aftermarket, OE service organizations, military market and other specialty markets.Markets

Demand for our products ismay be driven ~~to a significant degree~~ by preferences of the end-user of the vehicle, particularly with respect to heavy-duty trucks. ~~Unlike the automotive industry, vehicle~~Heavy-duty truck OEMs generally ~~afford~~dictate the ~~end-user the ability to specify many~~specifications of ~~the~~ component parts that will be used to manufacture the ~~commercial~~ vehicle, including a wide variety of cab interior styles and colors, brand and type of seats, type of seat fabric and color, and ~~specific~~ interior styling. ~~In addition, certain~~Certain of our products are only utilized in heavy-duty trucks, such as our storage systems, sleeper boxes and privacy curtains. Accordingly, changes in demand for heavy-duty trucks in North America or the mix of options on a vehicle can have a greater impact on our business than changes in the overall demand for commercial vehicles. To the extent that demand for higher content vehicles increases or decreases, our revenues and gross profit will be impacted positively or negatively.

~~We generally compete for new business at~~Current trends include future adoption of electric vehicles in the beginning of the development of a new vehicle platform and upon the redesign of existing programs. New platform development generally begins one to three years before the marketing of such models by our customers. Contract durations for commercial ~~vehicle products generally extend for the entire life of the platform, which is typically five to seven years. Several of the major~~truck segment. Commercial truck makers are developing electric models of all classes of trucks and buses in their fleets. This has created an increased number of platform opportunities relative to historical trends of platform changes. The Company competes to retain its existing positions on platforms that are getting refreshed, competitively win new positions on platforms on which it is not the ~~process of upgrading their key~~incumbent supplier, and gain first fit positions on new Electric Vehicle platforms. The global truck ~~platforms~~market is evolving to include many offerings aimed at low emissions and ~~we believe we have maintained our share of content in these platforms. We continue to pursue opportunities to expand our content.~~less impact on the environment.

~~Demand~~In general, demand for our heavy-duty (or "Class 8") truck products is generally dependent on the number of new heavy-duty trucks manufactured in North America, which in turn is a function of general economic conditions, supply chain constraints, interest rates, changes in government regulations, consumer spending, fuel costs, freight costs, fleet operators' financial health and access to capital, used truck prices and our customers’ inventory levels. New heavy-duty truck demand has historically been cyclical and is particularly sensitive to the industrial sector of the economy, which generates a significant portion of the freight tonnage hauled by commercial vehicles. ~~According~~

With respect to a October 2017 report by ACT Research, a publisher of industry market research, North American Class 8 production levels are expected to increase to 252,000 units in 2017 and then increase to 296,000 units in 2019 before decreasing to 281,000 units in 2022. We believe the demand for North American Class 8 vehicles in 2017 will be between 235,000 to 255,000 units. ACT Research estimates that the average age of active North American Class 8 trucks is 11.4 and 11.3 years in 2016 and 2017, respectively. As vehicles age, their maintenance costs typically increase. ACT Research forecasts that the vehicle age will decline as aging fleets are replaced.

~~Table of Contents~~

North American medium-duty (or "Class 5-7") market, we primarily participate in the Class 6 and 7 portion of the market. The medium-duty truck ~~production steadily increased from 227,000 units in 2014 to 233,000 units in 2016. According to a October 2017 report~~market is influenced by ~~ACT Research,~~overall economic conditions but has historically been less cyclical than the North American Class ~~5-7~~8 truck ~~production~~market, with highs and lows generally not as pronounced as the Class 8 truck market.

The Company is ~~expected~~a new entrant into making components, sub-assemblies and systems for the last-mile delivery vehicle market. This is a focus of business development activities and the Company has secured business for 2021 and beyond.

Commercial Trends in Warehouse Automation Subsystems

Demand for our warehouse automation subsystems is derived by expansion of supply chain infrastructures to accommodate increased customer orders in e-commerce. As the percentage of products ordered on-line increases, the delivery mechanisms must expand to increase ~~to 250,000 units~~output. Additionally, desire for cost reduction, increased throughput volume and SKU proliferation, a greater variety of order and package types, more frequent product returns by end consumers, and COVID-19-driven social distancing protocols on warehouse floors, all have driven increased investment in ~~2017 and then gradually increase to 275,000 units~~automated solutions by warehouse operators. The Company assembles the material handling subsystems incorporated into automated warehouses.

Commercial Trends in ~~2022.~~Construction Equipment

Demand for our construction ~~and agricultural~~ equipment products is dependent on vehicle production. Demand for new vehicles in the global construction ~~and agricultural~~ equipment market generally follows certain economic conditions around the world. Our products are primarily used in the medium- and heavy-duty construction equipment markets (vehicles weighing over 12 metric tons). Demand in the medium- and heavy-duty construction equipment market is typically related to the level of large scale infrastructure development projects, such as highways, dams, harbors, hospitals, airports and industrial development, as well as activity in the mining, forestry and ~~other raw material based~~commodities industries. ~~We believe~~

Other Key Developments

On April 30, 2021, the ~~construction markets~~Company closed on $275 million in senior secured credit facilities, consisting of a $150 million Term Loan Facility and a $125 million Revolving Credit Facility. During the nine months ended September 30, 2021, the Company recognized a loss on extinguishment of debt of approximately $7.2 million, including a non-cash write off relating to deferred financing costs and unamortized discount of the 2023 Term Loan Facility, a voluntary repayment premium, and certain fees related to the new Credit Facilities. The Company deferred $1.8 million of fees related to the new Credit Facilities. All amounts under the 2023 Term Loan Facility and ABL Revolving Credit Facility were repaid and discharged in full on April 30, 2021 and the TLS Agreement and Third ARLS Agreement were terminated.

On October 25, 2021, the Company entered into an amendment (the “Amendment”) to the Credit Agreement. The Amendment permits the Company to engage in supply chain financing arrangements with financial institutions to cover up to $20.0 million in accounts receivable from customers per month. Additionally, the Amendment increases the Company’s capital expenditure

Table of Contents

investment threshold from $25.0 million to $32.0 million.

On October 25, 2021, the Company provided notice to the Volvo Group (“Volvo”) of the Company’s intention to terminate its agreement with Volvo, with such termination to become effective twelve months from the date of notice, absent the parties reaching mutually agreeable terms upon which to continue their relationship. The Company is focused on implementing customer price increases where margin on product is not meeting profitability targets.

The COVID-19 pandemic has caused and continues to cause, significant volatility, uncertainty and economic disruptions to our business. While we ~~serve~~continue to operate our facilities, we may experience production slowdowns and/or shutdowns at our manufacturing facilities in ~~Europe, Asia, and~~ North America, ~~are improving. Global agriculture markets may be stabilizing.~~

~~Our Long-Term Strategy~~

~~Our long-term strategy is to grow organically by product, geographic region~~Europe and end market. Our products are Seats, Trim, wire harnesses, structures, wipers, mirrors and office seats. We expect to realize some end market diversification in truck and bus in Asia-Pacific and trim in Europe, with additional diversification weighted toward the agriculture market, and to a lesser extent the construction market. We intend to allocate resources consistent with our strategy; and more specifically, consistent with our product portfolio, geographic region and end market diversification objectives. We periodically evaluate our long-term strategy in response to significant changes in our business environment and other factors.

Although our long-term strategy is an organic growth plan, we will consider opportunistic acquisitions to supplement our product portfolio, and to enhance our ability to serve our customers in our geographic end markets.

~~Strategic Footprint~~

We review our manufacturing footprint in the normal course to, among other considerations, provide a competitive landed cost to our customers. In November 2015, the Company announced a restructuring and cost reduction plan, which is expected to lower operating costs by $8 million to $12 million annually when fully implemented at the end of 2017. As part of the Company's restructuring efforts, on July 19, 2016, the Company announced it will transfer all wire harness production from its manufacturing facility in Monona, Iowa to its facility in Agua Prieta, Mexico. On May 24, 2017, the Company elected to maintain production capability in the Monona, Iowa facilityAsia Pacific as a result of government orders, our inability to obtain component parts from suppliers and/or decreased customer demand. In addition, many of our suppliers and customers may experience production slowdowns and/or shutdowns, which may further impact our business, sales and results of operation. Continued impact on the Company's business, sales and results of operations from the COVID-19 pandemic may also result in additional valuation allowances being recorded against our deferred tax assets. The extent of the adverse effect of the COVID-19 pandemic on our business results depends on future developments, including the severity and duration of the pandemic and its overall impact on the economy.

While backlog was strong in the truck markets during the quarter ended September 30, 2021, all markets we operate in were impacted by supply chain constraints which caused volatility on our customers' production schedules and had a negative impact on our results. Overall, we continued to experience global supply chain disruptions in the third quarter, including longer lead-times to procure parts from China and due to port backups, labor inflation, chip shortages, steel and other raw material inflation, and freight cost increases. The impact of the pandemic and related economic recovery continue to be uneven from period to period and across our global footprint based on local and regional outbreaks. We continue to proactively monitor, assess and minimize to the extent possible disruptions and delays in production due to labor shortages or customer schedules, focus on cost control and recovery through pricing adjustments, and take reasonable measures to protect our workforce.

As we begin the fourth quarter, supply chains for our products continue to be negatively impacted by the global shortage of semiconductor chips. We are proactively managing to the extent possible labor shortages due to local dynamics around our primary manufacturing facilities, material inflation, freight costs increases, and global supply constraints.

On November 1, 2021, the Company's Board of Directors approved a restructuring program to align the Company’s cost structure to support margin expansion. The program includes workforce reductions and footprint optimization across segments. We expect the restructuring cost to be between $4.0 million to $6.0 million for the entire program.

In late March 2020, the Company took action to right-size the business and working capital profile to protect profit margin and liquidity levels. We implemented a comprehensive program of cost reduction initiatives and manufacturing capacity rationalization initiatives. These actions continued through the end of 2020. Actions included headcount reductions, reduction in ~~our North American wire harness business.~~recurring consulting expenses, re-prioritization and decrease in capital spending and reduction in sales and marketing expenses. Additionally, the Company ~~established a new facility in Mexico with better access to labor.~~eliminated the Corporate Business Development, Aviation, Quality, Procurement and Operating Excellence departments. The labor shortage and footprint adjustment in our North American wire harness business are collectively referred to as the "NA Footprint Adjustment". Notwithstanding the decision to maintain production capability in the Monona facility and to establish additional production capacity elsewhere in Mexico, the Company ~~expects to achieve its previously disclosed $8 million to $12 million~~also implemented other temporary measures including pay reductions, plant shutdowns, furloughs, elimination of most annual ~~savings from its cost reduction and restructuring efforts.~~

~~At the time~~incentive pay, suspension of the ~~November 2015 announcement of facility restructuring actions,~~employer 401(k) match, and reduction in non-essential travel in an effort to mitigate the Company estimated pre-tax costs of $11 million to $16 million. This range of pre-tax restructuring costs, net of related income, has been lowered to $7 million to $8 million. Pre-tax expenditures associated with the restructuring actions announced in November 2015 were approximately $1 million in the year ended December 31, 2015, approximately $4 million in the year ended December 31, 2016, and are expected to be $2 million to $3 million for year ended December 31, 2017. The majority of these costs are employee-related separation costs and other costs associated with the transfer of production and subsequent closure of facilities, offset by gains on the sale of long-lived assets.uncertainty.

Consolidated Results of Operations

Three ~~months ended~~Months Ended September 30, ~~2017~~2021 Compared to Three ~~months ended~~Months Ended September 30, ~~2016~~2020

~~Table of Contents~~

Three Months Ended September 30,
(in thousands)
2017 2016
Revenues $ 198,349
100.0 % $ 153,604
100.0 %
Cost of Revenues 173,199
87.3
134,685
87.7
Gross Profit 25,150
12.7
18,919
12.3
Selling, General and Administrative Expenses 14,136
7.1
14,126
9.2
Amortization Expense 332
0.2
327
0.2
Operating Income 10,682
5.4
4,466
2.9
Interest and Other Expense 3,482
1.8
4,799
3.1
Income (Loss) Before Provision for Income Taxes 7,200
3.6
(333 ) (0.2 )
Provision (Benefit) for Income Taxes 2,437
1.2
(1,480 ) (1.0 )
Net Income $ 4,763
2.4 % $ 1,147
0.7 %

~~Revenues. On a~~The table below sets forth certain consolidated ~~basis, revenues increased $44.7 million, or 29.1%, to $198.3 million~~operating data for the three months ended September 30 ~~2017 from $153.6 million for the three months ended September 30, 2016.~~(dollars are in thousands):


	2021		2020		$ Change		% Change
Revenues	$	239,610	$	187,697	$	51,913	27.7%

Gross profit	$	30,144	$	24,159	$	5,985	24.8%
Selling, general and administrative expenses	$	18,772	$	15,266	$	3,506	23.0%


Interest expense	$	1,630	$	5,461	$	(3,831)	(70.2)%

Provision (benefit) for income taxes	$	2,417	$	(959)	$	3,376	NM 1
Net income	$	7,511	$	4,178	$	3,333	79.8%

1.Not meaningful

Table of Contents

Revenues. The increase in consolidated revenues resulted from:

•a ~~$26.3~~$15.8 million, or ~~42.2%~~22.9%, increase in OEM North American MD/HD Truck revenues;

•a ~~$14.9~~$25.2 million, or ~~48.5%~~215.4%, increase in ~~construction equipment~~warehouse automation revenues; ~~and~~

•a ~~$3.5~~$16.4 million, or ~~5.9%~~60.1%, increase in OEM construction equipment revenues;

•a $0.7 million, or 2.8%, increase in aftermarket and OES revenues; and

•a $6.2 million, or 15.1% decrease in other revenues.

Third quarter ~~2017~~2021 revenues were favorably impacted by foreign currency exchange translation of $2.4 million, which is reflected in the change in revenues above.

Gross Profit. The $6.0 million increase in gross profit is primarily attributable to the increase in sales volume, increased pricing to offset material cost increases, and an improved cost structure. Included in gross profit is cost of revenues, which increased $45.9 million, or 28.1%, as a result of an increase in raw material and purchased component costs of $32.8 million, or 30.9%, and an increase in labor and overhead expenses of $13.1 million, or 22.9%. As a percentage of revenues, gross profit margin was 12.6% for the three months ended September 30, 2021 compared to 12.9% for the three months ended September 30, 2020.

Selling, General and Administrative Expenses. Selling, general and administrative expenses ("SG&A”) consist primarily of wages and benefits and other expenses such as Contingent Consideration, marketing, travel, legal, audit, rent and utility costs which are not directly associated with the manufacturing of our products. SG&A expenses increased $3.5 million compared to the three months ended September 30, 2020, primarily due to wages and benefits returning to or increasing beyond pre-pandemic levels in 2021 when compared to the reduced wages and benefits in 2020 as a result of the temporary actions taken in response to the COVID-19 pandemic. As a percentage of revenues, SG&A expense was 7.8% for the three months ended September 30, 2021 compared to 8.1% for the three months ended September 30, 2020.

Interest Expense. Interest associated with our debt was $1.6 million and $5.5 million for the three months ended September 30, 2021 and 2020, respectively. The decrease in interest expense primarily related to a $1.8 million decrease in Payment In Kind interest expense resulting from the loan amendment that occurred in the second quarter of 2020 and a lower interest expense of $2.0 million due to refinancing of the Company's long term debt in April 2021.

Provision (Benefit) for Income Taxes. An income tax provision of $2.4 million and an income tax benefit of $1.0 million were recorded for the three months ended September 30, 2021 and 2020, respectively. The period over period change in income tax was primarily attributable to a $6.7 million increase in pre-tax income versus the prior year period and a period-specific $2.0 million income tax benefit recorded in the prior year period for the impact of the high-tax exception to GILTI.

Net Income (loss). Net income was $7.5 million for the three months ended September 30, 2021 compared to $4.2 million for the three months ended September 30, 2020. The increase in net income is attributable to the factors noted above.

Segment Results

Electrical System Segment Results

Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020

The table below sets forth certain Electrical Systems Segment operating data for the three months ended September 30 (dollars are in thousands):


	2021		2020		$ Change		% Change
Revenues	$	164,112	$	121,067	$	43,045	35.6%
Gross profit	$	23,662	$	16,118	$	7,544	46.8%
Selling, general & administrative expenses	$	5,878	$	3,895	$	1,983	50.9%
Operating income	$	17,784	$	12,223	$	5,561	45.5%

Table of Contents

Revenues. The increase in Electrical System Segment revenues resulted from:

•a $12.8 million, or 27.9%, increase in OEM North American MD/HD Truck revenues;

•a $26.4 million, or 249.1% increase in warehouse automation revenues;

•a $8.7 million, or 63.0%, increase in OEM construction equipment revenues;

•a $0.6 million, or 6.2% decrease in aftermarket and OES revenue; and

•a $4.3 million, or 10.4%, decrease in other revenues.

Electrical System Segment revenues were favorably impacted by foreign currency exchange translation of $0.7 million, which is reflected in the change in revenues above.

Gross Profit. The increase in gross profit was primarily attributable to the increase in sales volume and increased pricing to offset material cost increases. Included in gross profit is cost of revenues, which increased $35.5 million, or 33.8%, as a result of an increase in raw material and purchased component costs of $25.7 million, or 37.3%, and an increase in labor and overhead expenses of $9.8 million, or 27.2%. As a percentage of revenues, gross profit margin was 14.4% for the three months ended September 30, 2021 compared to 13.3% for the three months ended September 30, 2020.

Selling, General and Administrative Expenses. SG&A expenses increased $2.0 million for the three months ended September 30, 2021 compared to the three months ended September 30, 2020, primarily due to an increase in wages and benefits in the 2021 period compared to 2020 reduced wage and benefit levels as a result of the temporary actions taken in response to the COVID-19 pandemic, offset by a $0.4 million decrease in charge for Contingent Consideration. On a percentage of revenues basis, SG&A expense was consistent with the prior year period.

Global Seating Segment Results

Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020

The table below sets forth certain Global Seating Segment operating data for the three months ended September 30 (dollars are in thousands):


	2021		2020		$ Change		% Change
Revenues	$	76,490	$	68,902	$	7,588	11.0%
Gross profit	$	6,484	$	8,418	$	(1,934)	(23.0)%
Selling, general & administrative expenses	$	6,061	$	3,646	$	2,415	66.2%
Operating income	$	423	$	4,772	$	(4,349)	(91.1)%

Revenues. The increase in Global Seating Segment revenues resulted from:

•a $3.0 million, or 12.9%, increase in OEM North American MD/HD Truck revenues;

•a $7.7 million, or 57.0%, increase in OEM construction equipment revenues;

•a $1.3 million, or 8.3%, increase in aftermarket and OES revenues; and

•a $4.4 million, or 26.3%, decrease in other revenues.

Global Seating Segment revenues were favorably impacted by foreign currency exchange translation of $1.7 million, which is reflected in the change in revenues above. The increase in revenue was primarily driven by increased pricing to mitigate material cost increases.

Gross ~~Profit. Gross~~Profit. The decrease in gross profit is primarily attributable to supply chain disruptions including labor constraints, material inflation and freight cost increases, partially offset by increased ~~$6.2 million, or 32.9%,~~pricing to ~~$25.2 million for~~mitigate the ~~three months ended September 30, 2017 from $18.9 million for the three months ended September 30, 2016.~~material cost increases. Included in gross profit is cost of revenues, which consists primarily of raw materials and purchased components for our products, wages and benefits for our employees and overhead expenses such as manufacturing supplies, facility rent and utility costs related to our operations. Cost of revenue increased ~~$38.5~~$9.5 million, or 28.6%, resulting from an increase in raw material and purchased component costs of $31.5 million, an increase in wages and benefits of $4.2 million, and an increase in overhead costs of $2.8 million. The increase in gross profit is primarily attributable to an increase in sales volume partially offset by rising commodity prices, product launch costs and near term costs associated with the sharp acceleration in North American truck build. Also adversely impacting cost of revenue is the impact of the NA Footprint Adjustment. The adverse impact of the NA Footprint Adjustment on third quarter results was approximately $2 million; we expect the impact in the second half of the year to be at the low end of the previously disclosed range of $3 million to $6 million. Additionally, third quarter 2017 results included $0.4 million in charges relating to facility restructuring and other related costs compared to $1.5 million in the third quarter 2016. As a percentage of revenues, gross profit margin was 12.7% for the three months ended September 30, 2017 compared to 12.3% for the three months ended September 30, 2016.

~~Selling, General and Administrative Expenses~~. Selling, general and administrative expenses consist primarily of wages and benefits and other expenses such as marketing, travel, legal, audit, rent and utility costs which are not directly associated with the manufacturing of our products. Selling, general and administrative expenses were $14.1 million for the three months ended September 30, 2017 and 2016.

~~Interest and Other Expense~~. Interest, associated with our debt, and other expense was $3.5 million and $4.8 million for the three months ended September 30, 2017 and 2016, respectively. The decrease is primarily the result of less outstanding debt.

~~Provision (Benefit) for Income Taxes.~~ An income tax provision of $2.4 million and income tax benefit of $1.5 million was recorded for the three months ended September 30, 2017 and 2016, respectively. The period over period change in the tax provision resulted primarily from the increase in pre-tax earnings, the mix of income between our U.S. and non-U.S. locations and earnings or losses in certain foreign tax jurisdictions which were no longer subject to valuation allowances in the quarter ended September 30, 2017.

~~Net Income.~~ ~~Net income was $4.8 million and $1.1 million for the three months ended September 30, 2017 and 2016, respectively. The increase is attributed to the factors noted above.~~

~~SEGMENT RESULTS~~

~~Table of Contents~~

~~Global Truck and Bus Segment Results~~

Three Months Ended September 30,
(amounts in thousands)
2017 2016
Revenues $ 122,049
100.0 % $ 96,036
100.0 %
Gross Profit $ 17,180
14.1 % $ 10,765
11.2 %
Depreciation and Amortization Expense $ 1,838
1.5 % $ 2,215
2.3 %
Selling, General & Administrative Expenses
$ 5,534
4.5 % $ 5,329
5.5 %
Operating Income $ 11,350
9.3 % $ 5,144
5.4 %

~~Revenues.~~ GTB Segment revenues increased $26.0 million, or 27.1%, to $122.0 million for the three months ended September 30, 2017 from $96.0 million for the three months ended September 30, 2016. The increase in GTB Segment revenues resulted from:

~~a $23.6 million, or 40.4%, increase in OEM North American MD/HD Truck revenues; and~~

~~a $2.4 million, or 6.5%, increase in other revenues.~~

~~GTB Segment revenues were favorably impacted by foreign currency exchange translation of $0.4 million, which is reflected in the change in revenues above.~~

~~Gross Profit.~~ GTB Segment gross profit increased $6.4 million, or 59.6%, to $17.2 million for the three months ended September 30, 2017 from $10.8 million for the three months ended September 30, 2016. Cost of revenues increased $19.6 million, or 23.0%, as a result of an increase in raw material and purchased component cost of $17.4 million, and an increase in wages and benefits of $1.7 million and overhead costs of $0.5 million. The increase in gross profit was primarily the result of the increase in sales volume offset by rising commodity prices, product launch costs and near term costs associated with the sharp acceleration in North American truck build. The third quarter of 2017 and 2016 results included $0.4 million and $1.3 million, respectively, in facility restructuring and other related costs. As a percentage of revenues, gross profit margin was 14.1% for the three months ended September 30, 2017 compared to 11.2% for the three months ended September 30, 2016.

~~Selling, General and Administrative Expenses.~~ GTB Segment selling, general and administrative expenses increased $0.2 million, or 3.8%, to $5.5 million for the three months ended September 30, 2017 from $5.3 million for the three months ended September 30, 2016.

~~Global Construction and Agriculture Segment Results~~

Three Months Ended September 30,
(amounts in thousands)
2017 2016
Revenues $ 79,557
100.0 % $ 59,375
100.0 %
Gross Profit $ 8,316
10.5 % $ 8,525
14.4 %
Depreciation and Amortization Expense $ 1,117
1.4 % $ 1,464
2.5 %
Selling, General & Administrative Expenses $ 4,160
5.2 % $ 4,588
7.7 %
Operating Income $ 4,121
5.2 % $ 3,901
6.6 %

~~Revenues.~~ GCA Segment revenues increased $20.2 million, or 34.0%, to $79.6 million for the three months ended September 30, 2017 from $59.4 million for the three months ended September 30, 2016. The increase in GCA Segment revenues resulted from:

~~a $14.0 million, or 48.6%, increase in OEM construction equipment revenues; and~~

~~a $6.2 million, or 20.2%, increase in other revenues.~~

~~GCA Segment revenues were favorably impacted by foreign currency exchange translation of $1.4 million, which is reflected in the change in revenues above.~~

~~Gross Profit.~~ GCA Segment gross profit decreased $0.2 million, or 2.5%, to $8.3 million for the three months ended September 30, 2017 from $8.5 million for the three months ended September 30, 2016. Cost of revenues increased $20.4 million, or 40.1%15.7%, as a result of an increase in raw material and purchased component costs of ~~$15.6~~$5.9 million, or 14.9%, and an increase in ~~wages and benefits~~

~~Table of Contents~~

~~of $2.5 million~~labor and overhead ~~costs~~expenses of $2.3 million. The decrease in gross profit is primarily attributable to the NA Footprint Adjustment and to rising commodity prices. The adverse impact of the NA Footprint Adjustment on the third quarter 2017 results was approximately $2 million; we expect the impact in the second half of the year to be at the low end of the previously disclosed range of $3$3.6 million, ~~to $6 million. Third quarter 2016 results include $0.2 million of costs associated with our ongoing restructuring initiatives.~~or 17.4%. As a percentage of revenues, gross profit margin ~~decreased to 10.5%~~was 8.5% for the three months ended September 30, ~~2017 from 14.4%~~2021 compared to 12.2% for the three months ended September 30, ~~2016.~~2020. The decrease in gross profit was primarily attributable to the challenges in passing along material and freight cost increases to our customers. Additionally, volatile customer schedules, supply chain constraints and freight cost inflation have caused inefficiencies in our operations.

Selling, General and Administrative ~~Expenses.~~ ~~GCA Segment selling, general and administrative~~Expenses. SG&A expenses ~~decreased $0.4 million, or 9.3%, to $4.2~~increased $2.4 million for the three months ended September 30, ~~2017 from $4.6 million for~~2021 compared to the three months ended September 30, ~~2016.~~2020, primarily due to wages and benefits returning to or

Table of Contents

increasing beyond pre-pandemic levels in 2021 when compared to the reduced wages and benefits in 2020 due to the temporary actions taken in response to the COVID-19 pandemic.

Consolidated Results of Operations

Nine Months Ended September 30, ~~2017~~2021 Compared to Nine Months Ended September 30, ~~2016~~2020

~~Consolidated Results~~

Nine Months Ended September 30,
(in thousands)
2017 2016
Revenues $ 566,893
100.0 % $ 512,147
100.0 %
Cost of Revenues 497,539
87.8
443,192
86.5
Gross Profit 69,354
12.2
68,955
13.5
Selling, General and Administrative Expenses 45,557
8.0
46,502
9.1
Amortization Expense 990
0.2
978
0.2
Operating Income 22,807
4.0
21,475
4.2
Interest and Other Expense 14,786
2.6
14,583
2.8
Income (Loss) Before Provision for Income Taxes 8,021
1.4
6,892
1.3
Provision (Benefit) for Income Taxes 2,498
0.4
461
0.1
Net Income $ 5,523
1.0 % $ 6,431
1.3 %

~~Revenues.~~ ~~On a~~The table below sets forth certain consolidated ~~basis, revenues~~ ~~increased$54.7 million, or~~ ~~10.7%, to~~ ~~$566.9 million~~operating data for the nine months ended September 30, ~~2017~~(dollars are in thousands):


	2021		2020		$ Change		% Change
Revenues	$	742,673	$	501,698	$	240,975	48.0%

Gross profit	$	95,633	$	50,937	$	44,696	87.7%
Selling, general and administrative expenses	$	52,529	$	50,066	$	2,463	4.9%
Goodwill and other impairment	$	—	$	29,017	$	(29,017)	(100.0)%
Other (income) expense	$	(1,127)	$	749	$	(1,876)	NM 1
Interest expense	$	9,489	$	15,393	$	(5,904)	(38.4)%
Loss on extinguishment of debt	$	7,155	$	—	$	7,155	100.0%
Provision (benefit) for income taxes	$	6,491	$	(11,375)	$	17,866	NM 1
Net income (loss)	$	21,096	$	(32,913)	$	54,009	NM 1

1.Not meaningful

Fluctuations in results from ~~$512.1 million~~ ~~for~~ operations during the nine months ended September 30, ~~2016~~2021 compared to nine months ended September 30, 2020 were primarily driven by weak second and third quarters of 2020 as a result of the COVID-19 pandemic.

Revenues. The increase in ~~the~~ consolidated ~~revenue~~revenues resulted from:

•a ~~$26.9~~$90.1 million, or ~~27.0%, increase in construction revenues;~~

~~a $21.6 million, or 10.0%~~51.5%, increase in OEM North American MD/HD Truck revenues; ~~and~~

•a ~~$6.2~~$100.4 million, or ~~3.2%~~327.0%, increase in ~~other revenues.~~warehouse automation revenues;

~~Revenues were adversely impacted by foreign currency exchange translation of $3.2 million, which is reflected in the change in revenue above.~~

~~Gross Profit. Gross profit increased $0.4~~•a $45.6 million, or 0.6%, to $69.4 million for the nine months ended September 30, 2017 compared to $69.0 million for the nine months ended September 30, 2016. Cost of revenue increased $54.3 million, or 12.3%, resulting from an increase in raw material and purchased component costs of $35.0 million, an increase in wages and benefits of $7.1 million and an increase in overhead costs of $12.2 million. The increase in gross profit is primarily attributable to an increase in sales volume partially offset by rising commodity prices, product launch costs and near term costs associated with the sharp acceleration in North American truck build. Also adversely impacting cost of revenue is the impact of the NA Footprint Adjustment. The adverse impact of the NA Footprint Adjustment on the results for the nine months ended September 2017 was approximately $10 million; we expect the impact in the second half of the year to be at the low end of the previously disclosed range of $3 million to $6 million. Additionally, the nine months ended September 30, 2017 results included $2.3 million in charges relating to facility restructuring and other related costs compared to $2.2 million in the prior year period ended September 30, 2016. As a percentage of revenues, gross profit margin was 12.2% for the nine months ended September 30, 2017 compared to 13.5% for the nine months ended September 30, 2016.

~~Selling, General and Administrative Expenses~~. Selling, general and administrative expenses decreased $0.9 million, or 2.0%, to $45.6 million for the nine months ended September 30, 2017 from $46.5 million for the nine months ended September 30, 2016. The decline in selling, general and administrative expenses reflects a continuing focus on cost discipline, partially offset by $2.4

~~Table of Contents~~

million of settlement costs for the nine months ended September 30, 2017 associated with the settlement of contract litigation. In addition, the nine months ended September 30, 2016 included a $0.6 million impairment of an asset held for sale.

~~Interest and Other Expense~~. Interest associated with our debt and other expense was $14.8 million and $14.6 million for the nine months ended September 30, 2017 and 2016, respectively. Included in interest expense for the nine months ended September 30, 2017 is a non-cash write-off of deferred financing fees of $1.6 million and a prepayment charge for interest paid of $1.5 million paid to bondholders during the 30-day notification period associated with the redemption of the 7.875% notes completed during the second quarter of 2017. These expenses were partially offset by lower interest expense resulting from less outstanding debt.

~~Provision for Income Taxes.~~ An income tax provision of $2.5 million and $0.5 million was recorded for the nine months ended September 30, 2017 and 2016, respectively. The period over period change in the tax provision resulted primarily from the mix of income between our U.S. and non-U.S locations and earnings or losses in certain foreign jurisdictions which are no longer subject to valuation allowances in the period ended September 30, 2017.

~~Net Income.~~ Net income attributable to the Company's stockholders was $5.5 million and $6.4 million for the nine months ended September 30, 2017 and 2016, respectively. The decrease in net income is attributed to the factors noted above.

~~SEGMENT RESULTS~~

~~Global Truck and Bus Segment Results~~

Nine Months Ended September 30,
(amounts in thousands)
2017 2016
Revenues $ 344,048
100.0 % $ 324,666
100.0 %
Gross Profit $ 48,288
14.0 % $ 43,019
13.3 %
Depreciation and Amortization Expense $ 5,850
1.7 % $ 6,438
2.0 %
Selling, General & Administrative Expenses
$ 16,688
4.9 % $ 17,466
5.4 %
Operating Income $ 30,716
8.9 % $ 24,679
7.6 %

~~Revenues.~~ GTB Segment revenues increased $19.4 million, or 6.0%, to $344.0 million for the nine months ended September 30, 2017 from $324.7 million for the nine months ended September 30, 2016. The increase in GTB Segment revenues is resulted from:

~~a $15.2 million, or 7.4%~~54.4%, increase in OEM ~~North American MD/HD Truck~~construction equipment revenues; ~~and~~

•a ~~$4.2~~$5.9 million, or ~~3.5%~~7.8%, increase in aftermarket and OES revenues; and

•a $1.0 million, or 1.1% decrease in other revenues.

~~GTB Segment~~Nine months ended 2021 revenues were favorably impacted by foreign currency exchange translation of ~~$0.4~~$12.7 million, which is reflected in the change in revenues above.

Gross ~~Profit.~~ ~~GTB Segment~~Profit. The $44.7 million increase in gross profit is primarily attributable to the increase in sales volume, increased ~~$5.3~~pricing to offset material cost increases, and an improved cost structure. Included in gross profit is cost of revenues, which increased $196.3 million, or ~~12.2%, to $48.3 million for the nine months ended September 30, 2017 from $43.0 million for the nine months ended September 30, 2016. Cost of revenues increased $14.1 million, or 5.0%~~43.5%, as a result of an increase in raw material and purchased component costs of ~~$12.1~~$149.6 million, or 52.7%, and an increase in ~~wages~~labor and ~~benefits~~overhead expenses of ~~$2.3~~$46.7 million, and a decrease in overhead cost of $0.3 million. The increase in gross profit was primarily the result of the sharp acceleration in sales volume partially offset by rising commodity prices, product launch costs and near term costs associated with the in North American truck build. Additionally, each of the nine months ended September 30, 2017 and 2016 results included $1.3 million of charges relating to facility restructuring and other related costs.or 27.9%. As a percentage of revenues, gross profit margin was ~~14.0%~~12.9% for the nine months ended September 30, ~~2017~~2021 compared to ~~13.3%~~10.2% for the nine months ended September 30, ~~2016.~~2020.

Selling, General and Administrative ~~Expenses.~~ ~~GTB Segment selling, general~~Expenses. SG&A expenses increased $2.5 million compared to the nine months ended September 30, 2020, primarily due to wages and ~~administrative~~benefits returning to or increasing beyond pre-pandemic levels in 2021 when compared to the reduced wages and benefits in 2020 due to the temporary actions taken in response to the COVID-19 pandemic. This increase was offset by a decrease in non-recurring payments relating to CEO transition and investigation expenses ~~decreased $0.8~~incurred during the nine months ended September 30, 2020 of $5.0 million, ~~or 4.5%,~~a $3.5 million decrease in charge for Contingent Consideration, and a $1.0 million decrease in charges associated with ongoing restructuring initiatives. As a percentage of revenues, SG&A expense was 7.1% for the nine months ended September 30, 2021 compared to ~~$16.7~~10.0% for the nine months ended September 30, 2020.

Impairment Expense. As a result of the Company's market capitalization having a value less than the carrying value of its equity for a period of time, the Company determined it had an impairment indicator during the nine months ended September 30, 2020. Accordingly, we recognized a $27.1 million impairment of goodwill and impairment of long-lived assets of $1.9 million for the nine months ended September 30, ~~2017 from $17.5~~2020.

Table of Contents

Other Expense. Other expenses decreased $1.9 million in the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020 due primarily to a favorable change in foreign currency of $1.3 million.

Interest Expense. Interest associated with our debt was $9.5 million and $15.4 million for the nine months ended September 30, ~~2016.~~2021 and 2020, respectively. The decrease in interest expense primarily related to a lower interest expense of $3.5 million due to refinancing of the Company's long term debt in April 2021, a $1.4 million decrease in Payment In Kind interest expense resulting from the loan amendment that occurred in the second quarter of 2020 and a favorable change in interest rate swap adjustments of $1.0 million.

Loss on extinguishment of debt. On April 30, 2021, the Company refinanced its long-term debt, which resulted in a loss of $7.2 million, including a $3.7 million non-cash write off relating to deferred financing costs and unamortized discount of the 2023 Term Loan Facility, a voluntary prepayment premium of $3.0 million and $0.5 million of other fees associated with the new debt.

~~Table~~Provision (Benefit) for Income Taxes. An income tax provision of ~~Contents~~

$6.5 million and an income tax benefit of $11.4 million were recorded for the nine months ended September 30, 2021 and 2020, respectively. The period over period change in income tax was primarily attributable to a $71.9 million increase in pre-tax income versus the prior year period.

~~Global Construction and Agriculture Segment Results~~

Nine Months Ended September 30,
(amounts in thousands)
2017 2016
Revenues $ 231,244
100.0 % $ 193,669
100.0 %
Gross Profit $ 22,099
9.6 % $ 27,100
14.0 %
Depreciation and Amortization Expense $ 3,530
1.5 % $ 4,321
2.2 %
Selling, General & Administrative Expenses $ 12,619
5.5 % $ 13,859
7.2 %
Operating Income $ 9,374
4.1 % $ 13,137
6.8 %

~~Revenues.~~ ~~GCA Segment revenues increased $37.6 million, or 19.4%, to $231.2~~Net Income (loss). Net income was $21.1 million for the nine months ended September 30, ~~2017 from $193.7~~2021 compared to a net loss of $32.9 million for the nine months ended September 30, ~~2016.~~2020. The increase in ~~GCA~~net income is attributable to the factors noted above.

Segment Results

Electrical System Segment Results

Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020

The table below sets forth certain Electrical Systems Segment operating data for the nine months ended September 30, (dollars are in thousands):


	2021		2020		$ Change		% Change
Revenues	$	501,458	$	307,376	$	194,082	63.1%
Gross profit	$	67,710	$	28,208	$	39,502	140.0%
Selling, general & administrative expenses	$	16,505	$	15,884	$	621	3.9%
Goodwill and other impairment	$	—	$	23,415	$	(23,415)	(100.0)%
Operating income (loss)	$	51,205	$	(11,091)	$	62,296	NM 1

1.Not meaningful

Fluctuations in results from operations during the nine months ended September 30, 2021 compared to nine months ended September 30, 2020 were primarily driven by weak second and third quarters of 2020 as a result of the COVID-19 pandemic.

Revenues. The increase in Electrical System Segment revenues is resulted from:

•a ~~$24.8~~$73.2 million, or ~~26.5%~~68.0%, increase in OEM North American MD/HD Truck revenues;

•a $98.3 million, or 332.1% increase in warehouse automation revenues;

•a $21.4 million, or 52.2%, increase in OEM construction equipment revenues; ~~and~~

•a ~~$12.8~~$5.0 million, or ~~12.8%,~~17.6% increase in aftermarket and OES revenue; and

•a $3.8 million, or 3.8%, decrease in other revenues.

~~GCA~~Electrical System Segment revenues were ~~adversely~~favorably impacted by foreign currency exchange translation of $4.1 million, which is reflected in the change in ~~revenue~~revenues above.

Gross Profit.~~GCA Segment~~ The increase in gross profit ~~decreased $5.0~~was primarily attributable to the increase in sales volume and increased pricing to offset material cost increases. Included in gross profit is cost of revenues, which increased $154.6 million, or ~~18.5%, to $22.1 million for nine months ended September 30, 2017 from $27.1 million for the nine months ended September 30, 2016. Cost of revenues increased $42.6 million, or 25.6%~~55.4%, as a result of an increase in raw material and purchased component costs of ~~$25.3~~$120.3 million, or 69.0%, and an increase in ~~wages~~labor and ~~benefits~~overhead expenses of ~~$4.8~~$34.3 million, and in overhead costs of $12.5 million. The decrease in gross profit is primarily attributable to the NA Footprint Adjustment and to rising commodity prices. The adverse impact of the NA Footprint Adjustment on the results for the nine months ended September 30, 2017 was approximately $10 million; we expect the impact in the second half of the year to be at the low end of the previously disclosed range of $3 million to $6 million. Additionally, the nine months ended September 30, 2017 and 2016 results included $1.0 million and $0.5 million, respectively, in charges relating to facility restructuring and other related costs or 32.7%. As a percentage of revenues, gross profit margin ~~decreased to 9.6%~~was 13.5% for the nine months ended September 30, ~~2017 from 14.0%~~2021 compared to 9.2% for the nine months ended September 30, ~~2016.~~2020.

Table of Contents

Selling, General and Administrative ~~Expenses.~~ ~~GCA Segment selling, general and administrative~~Expenses. SG&A expenses ~~decreased $1.2 million, or 8.9%, to $12.6~~increased $0.6 million for the nine months ended September 30, ~~2017 from $13.9~~2021 compared to the nine months ended September 30, 2020, primarily due to an increase in wages and benefits in the 2021 period compared to 2020 reduced wage and benefit levels as a result of the temporary actions taken in response to the COVID-19 pandemic, offset by a $3.5 million decrease in charge for Contingent Consideration and a $0.4 million decrease in charges associated with ongoing restructuring initiatives.

Impairment Expense. As a result of the Company's market capitalization having a value less than the carrying value of its equity for a period of time, the Company determined it had an impairment indicator during the nine months ended September 30, 2020. Accordingly, we recognized a $22.3 million impairment of goodwill and an impairment of long-lived assets of $1.1 million for the nine months ended September 30, ~~2016 reflecting a continuing focus on cost discipline.~~2020.

Global Seating Segment Results

Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020

~~Liquidity and Capital Resources~~The table below sets forth certain Global Seating Segment operating data for the nine months ended September 30, (dollars are in thousands):


	2021		2020		$ Change		% Change
Revenues	$	252,482	$	198,744	$	53,738	27.0%
Gross profit	$	27,966	$	23,133	$	4,833	20.9%
Selling, general & administrative expenses	$	17,016	$	12,379	$	4,637	37.5%
Goodwill and other impairment	$	—	$	4,809	$	(4,809)	(100.0)%
Operating income	$	10,950	$	5,945	$	5,005	84.2%

~~Cash Flows~~

~~Our primary sources of liquidity~~Fluctuations in results from operations during the nine months ended September 30, ~~2017~~ 2021 compared to nine months ended September 30, 2020 were primarily driven by weak second and third quarters of 2020 as a result of the COVID-19 pandemic.

Revenues. The increase in Global Seating Segment revenues resulted from:

•a $16.9 million, or 25.1%, increase in OEM North American MD/HD Truck revenues;

•a $24.2 million, or 56.5%, increase in OEM construction equipment revenues;

•a $0.9 million, or 1.9%, increase in aftermarket and OES sales; and

•a $11.8 million, or 28.9%, increase in other revenues.

Global Seating Segment revenues were favorably impacted by foreign currency exchange translation of $8.5 million, which is reflected in the change in revenues above.

Gross Profit. The increase in gross profit is primarily attributable to the increase in sales volume and increased pricing to offset material cost increases. Included in gross profit is cost of revenues, which increased $48.9 million, or 27.8%, as a result of an increase in raw material and purchased component costs of $36.2 million, or 31.8%, and an increase in labor and overhead expenses of $12.7 million, or 20.6%. As a percentage of revenues, gross profit margin was 11.1% for the nine months ended September 30, 2021 compared to 11.6% for the nine months ended September 30, 2020.

Selling, General and Administrative Expenses. SG&A expenses increased $4.6 million for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020, primarily due to an increase in wages and benefits in the 2021 period compared to 2020 reduced wage and benefit levels as a result of the temporary actions taken in response to the COVID-19 pandemic, offset by a $0.2 million decrease in charges associated with ongoing restructuring initiatives.

Impairment Expense. As a result of the Company's market capitalization having a value less than the carrying value of its equity, the Company determined it had an impairment indicator during the nine months ended September 30, 2020. Accordingly, we recognized a $4.8 million impairment of goodwill for the nine months ended September 30, 2020.

Table of Contents

Liquidity and Capital Resources

During the nine months ended September 30, 2021, the Company borrowed $31.3 million under its revolving credit facility. At September 30, 2021, the Company had liquidity of $125.9 million, consisting of $33.6 million of cash and $92.3 million of availability under the revolving credit facility.

Our primary sources of liquidity as of September 30, 2021 were cash reserves and availability under our revolving credit facility. We believe that these sources of liquidity will provide adequate funds for our working capital needs, ~~planned~~ capital expenditures and ~~servicing of our~~ debt ~~through~~service throughout the next twelve months. However, no assurance can be given that this will be the case. ~~We did not borrow under our revolving credit facility during the nine months ended September 30, 2017.~~

For the nine months ended September 30, 2017, net cash used in operations was $2.3 million compared to net cash provided by operations of $50.2 million for the nine months ended September 30, 2016. Net cash used in operations for the nine months ended September 30, 2017 is due primarily to an increase in investment in working capital associated with the increased revenues and changes in other operating activities.

For the nine months ended September 30, 2017, net cash used for investing activities was $10.0 million compared to $5.0 million for the nine months ended September 30, 2016. In 2017, we expect capital expenditures to be at the low end of the previously disclosed range of $14 million to $16 million, of which we have incurred approximately $11 million through September 30, 2017.

For the nine months ended September 30, 2017, net cash used for financing activities was $70.4 million compared to no financing activities for the nine months ended September 30, 2016. Net cash used in financing activities for the nine months ended September 30, 2017 is attributable to the debt refinancing completed in the second quarter of 2017.

~~Table of Contents~~

As of September 30, ~~2017,~~2021, cash of $33.5 million was held by foreign subsidiaries. The Company had a $0.4 million deferred tax liability as of September 30, 2021 for the expected future income tax implications of repatriating cash from the foreign subsidiaries was $38.2 million. If we were to repatriate any portion of these funds to the U.S., we would accrue and pay the appropriate withholding and income taxes on amounts repatriated. Our expectation is to use the cash to fund the growth of our foreign operations.for which no indefinite reinvestment assertion has been made.

~~Debt and Credit Facilities~~

~~The debt and credit facilities described in Note 11 of the "Notes to Consolidated Financial Statements" are incorporated in this section by reference.~~

Covenants and Liquidity

Our ability to comply with the covenants in the ~~TLS Agreement and the Third ARLS~~Credit Agreement, as discussed in ~~note 11,~~Note 4, Debt, may be affected ~~in the future~~ by economic or business conditions beyond our control. Based on our current forecast, we believe that we will be able to maintain compliance with the financial maintenance ~~covenant~~covenants and the fixed charge coverage ratio covenant, if applicable, and other covenants in the ~~TLS Agreement and the Third ARLS~~Credit Agreement for the next twelve months; however, no assurances can be given that we will be able to comply. We base our forecasts on historical experience, industry forecasts and ~~various~~ other assumptions that we believe are reasonable under the circumstances. If actual results are substantially different than our current forecast ~~or if~~ we domay not realize a significant portion of our planned cost savings or sustain sufficient cash or borrowing availability, we could be required to comply with our financial covenants, and there is no assurance that we would be able to comply with ~~such~~our financial covenants. If we do not comply with the financial and other covenants in the TLS Agreement and the Third ARLS Agreement, and we are unable to obtain necessary waivers or amendments from the lenders, we would be in default of the TLS Agreement and be precluded from borrowing under the Third ARLS Agreement, which could have a material adverse effect on our business, financial condition and liquidity. If we are unable to borrow under the Third ARLS Agreement, we will need to meet our capital requirements using other sources and alternative sources of liquidity may not be available on acceptable terms. In addition, if we do not comply with the financial and other covenants in the TLS Agreement and the Third ARLSCredit Agreement, the lenders could declare an event of default under the ~~TLS Agreement and the Third ARLS~~Credit Agreement and our indebtedness thereunder could be declared immediately due and payable. The ~~TLS Agreement and the Third ARLS~~Credit Agreement contain cross default provisions. If we are unable to borrow under the Credit Agreement, we will need to meet our capital requirements using alternative sources of liquidity which may not be available on acceptable terms. Any of these events would have a material adverse effect on our business, financial condition and liquidity.

~~We believe that~~

On October 25, 2021, the Company entered into the Amendment to the Credit Agreement. The Amendment permits the Company to engage in supply chain financing arrangements with financial institutions to cover up to $20.0 million in accounts receivable from customers per month. Additionally, the Amendment increases the Company’s capital expenditure investment threshold from $25.0 million to $32.0 million.

Sources and Uses of Cash


	September 30, 2021		September 30, 2020
	(In thousands)
Net cash provided by (used in) operating activities	$	(20,889)	$	30,772
Net cash used in investing activities	(11,399)		(5,452)
Net cash provided by (used in) financing activities	16,073		(11,199)
Effect of currency exchange rate changes on cash	(685)		(31)
Net increase (decrease) in cash	$	(16,900)	$	14,090

Operating activities. For the nine months ended September 30, 2021, net cash ~~on hand, cash flow from~~used in operating activities ~~together with available~~was $20.9 million compared to net cash provided by operating activities of $30.8 million for the nine months ended September 30, 2020. Net cash used in operating activities is primarily attributable to the increase in working capital for the nine months ended September 30, 2021 as compared to the prior year period.

Investing activities. For the nine months ended September 30, 2021, net cash used in investing activities was $11.4 million compared to $5.5 million for the nine months ended September 30, 2020. In 2021, we expect capital expenditures to be in the range of $16 million to $20 million.

Financing activities. For the nine months ended September 30, 2021, net cash provided by financing activities was $16.1 million compared to net cash used in financing activities of $11.2 million for the nine months ended September 30, 2020. Net cash provided by financing activities for the nine months ended September 30, 2021 is attributable to $31.3 million of net borrowings under the ~~Third ARLS Agreement will be sufficient~~revolving credit facility offset by $8.0 million of costs attributed to ~~fund anticipated working capital, capital spending, certain strategic initiatives,~~debt amendment and ~~debt service requirements~~extinguishment completed during the nine months ended September 30, 2021 and a $5.0 million Contingent Consideration payment. Net cash

Table of Contents

used in financing activities for ~~at least~~ the ~~next 12 months. Additionally, the Company has the ability under the Term Loan Facility~~nine months ended September 30, 2020 is attributable to ~~increase borrowings by~~ an additional ~~$20~~repayment of $5.0 million of the senior secured term loan credit facility and loan amendment costs of $2.6 million.

Debt and Credit Facilities

The debt and credit facilities descriptions in Note 4, Debt are incorporated in this section by reference.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). For a comprehensive discussion of our significant accounting policies, see "Note 1. Significant Accounting Policies", to our consolidated financial statements in Item 8 in our 2020 Form 10-K.

Critical accounting estimates are those that are most important to the portrayal of our financial condition and results. These estimates require management's most difficult, subjective, or ~~more if certain total leverage ratio requirements~~complex judgments, often as a result of the need to estimate matters that are ~~met. No assurance can be given, however, that this will be~~inherently uncertain. We review the ~~case.~~development, selection, and disclosure of our critical accounting estimates with the Audit Committee of our board of directors. For information about critical accounting estimates, see Critical Accounting Estimates in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2020 Form 10-K. At September 30, 2021, there have been no material changes to our critical accounting estimates from those disclosed in our 2020 Form 10-K.

Forward-Looking Statements

~~All~~

This Quarter Report on Form 10-Q contains forward-looking statements ~~other than~~within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. For this purpose, any statements contained herein that are not statements of historical fact, ~~included in this Form 10-Q,~~ including without limitation, ~~the~~certain statements under ~~“Management’s~~“Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” ~~are,~~and located elsewhere herein regarding industry outlook, financial covenant compliance, anticipated effects of acquisitions, production of new products, plans for capital expenditures and our results of operations or financial position and liquidity, may be deemed to be forward-looking ~~statements which speak only as of~~statements. Without limiting the ~~date the statements were made. When used in this Form 10-Q,~~foregoing, the words ~~“believe,” “anticipate,” “plan,” “expect,” “intend,” “will,” “should,” “could,” “would,” “project,” “continue,” “likely,”~~“believe”, “anticipate”, “plan”, “expect”, “intend”, “will”, “should”, “could”, “would”, “project”, “continue”, “likely”, and similar expressions, as they relate to us, are intended to identify forward-looking statements. The important factors discussed in “Item 1A - Risk Factors”, among others, could cause actual results to differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time. Such forward-looking statements ~~may include forward-looking statements about our~~represent management’s current expectations ~~for future periods with respect to our plans to improve financial results~~ and enhance the Company, the future of the Company’s end markets, Class 8 North America build rates, performance of the global construction equipment business, expected cost savings, enhanced shareholder value and other economic benefits of the Company’s initiatives to address customer needs, organic growth, the Company’s economic growth plans to focus on certain segments and markets and the Company’s financial position or other financial information. These statements are ~~based on certain assumptions~~inherently uncertain. Investors are warned that the Company has made in light of its experience in the industry as well as its perspective on historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. Actualactual results may differ from management’s expectations. Additionally, various economic and competitive factors could cause actual results to differ materially from ~~the anticipated results because of certain risks and uncertainties,~~those discussed in such forward-looking statements, including, but not limited ~~to:~~to, factors which are outside our control, such as risks relating to (i) ~~general~~our financial condition and results of operations will be materially adversely affected by the coronavirus pandemic; (ii) volatility in and disruption to the global economic orenvironment (including inflationary pressures), continued supply chain disruptions and changes in the regulatory and business ~~conditions affecting the markets~~environments in which we operate may have a material adverse effect on our business, results of operations and financial condition; (iii) material weaknesses in our internal control over financial reporting could have a significant adverse effect on our business and the ~~Company serves; (ii)~~price of our common stock; (iv) our results of operations could be materially and adversely affected by downturns in the ~~Company's ability~~U.S. and global economy which are naturally accompanied by related declines in freight tonnage hauled and in infrastructure development and other construction projects; (v) volatility and cyclicality in the commercial vehicle market could adversely affect us; (vi) we may be unable to ~~develop~~successfully implement our business strategy and, as a result, our businesses and financial position and results of operations could be materially and adversely affected; (vii) we may be unable to complete strategic acquisitions or ~~successfully introduce new products; (iii) risks~~we may encounter unforeseen difficulties in integrating acquisitions; (viii) circumstances associated with ~~conducting business in foreign countries~~our acquisition and ~~currencies; (iv) increased competition in the heavy-duty truck, medium-duty truck, construction, aftermarket, military, bus, agriculture~~divestiture strategy could adversely affect our results of operations and other markets; (v) the Company’s failure to complete or successfully integrate strategic acquisitions; (vi) the impact of changes in governmental regulations on the Company's customers or on its business; (vii)financial condition; (ix) our customer base is concentrated and the loss of business from a major customer or the discontinuation of particular commercial vehicle ~~platforms; (viii) security breaches~~platforms could reduce our revenues; (x) our profitability could be adversely affected if the actual production volumes for our customers’ vehicles are significantly lower than expected; (xi) our major OEM customers may exert significant influence over us; (xii) we are subject to certain risks associated with our foreign operations; (xiii) the U.K.’s exit from the European Union (EU) could materially and ~~other disruptions~~adversely impact our results of operations, financial condition and cash flows; (xiv) we are subject to certain risks associated with our ~~information systems~~Mexican operations; (xv) decreased availability or increased costs of materials could increase our costs of producing our products; (xvi) we have invested substantial resources in markets where we expect growth and we may be unable to timely alter our ~~business; (ix) the Company’s ability~~strategies should such expectations not be realized; (xvii) our inability to ~~obtain future financing due to changes~~compete effectively in the ~~lending markets or its financial position; (x) the Company’s ability~~highly competitive commercial vehicle component supply industry could result in lower prices for our products, loss of market share and reduced gross margins, which could have an adverse effect on our revenues and operating results; (xviii) we may be unable to ~~comply with the financial covenants in its revolving credit facility~~successfully introduce new products and, ~~term loan facility; (xi) fluctuation in interest rates relating to the Company's term loan facility and revolving credit facility; (xii) the Company’s ability to realize the~~

Table of Contents

~~benefits~~as a result, our business, and financial condition and results of ~~its cost reduction~~operations could be materially and ~~strategic initiatives; (xiii) a material weakness~~adversely affected (xix) we could experience disruption in our ~~internal control over financial reporting~~supply or delivery chain, which could cause one or more of our customers to halt or delay production;(xx) if ~~not remediated,~~we are unable to recruit or retain senior management and other skilled personnel, our business, operating results and financial condition could be materially and adversely affected; (xxi) we may be adversely impacted by labor strikes, work stoppages and other matters; (xxii) our earnings may be adversely affected by changes to the carrying values of our tangible and intangible assets as a result of recording any impairment charges deemed necessary; (xxiii) our inability to successfully achieve operational efficiencies could result in ~~material misstatements in~~the incurrence of additional costs and expenses that could adversely affect our ~~financial statements; (xiv) volatility and cyclicality in the commercial vehicle market adversely affecting us; (xv)~~reported earnings; (xxiv) the geographic profile of our taxable income could adversely impact our tax provision and therefore our results of operations; (xxv) exposure to currency exchange rate fluctuations on cross border transactions and translation of local currency results into United States dollars could materially impact our results of operations; (xxvi) we have only limited protection for our proprietary rights in our intellectual property, which makes it difficult to prevent third parties from infringing upon our rights and our operations could be limited by the rights of others; (xxvii) our products may be susceptible to claims by third parties that our products infringe upon their proprietary rights; (xxviii) we may be subject to product liability claims, recalls or warranty claims, which could be expensive, damage our reputation and result in a diversion of management resources; (xxix) our businesses are subject to statutory environmental and safety regulations in multiple jurisdictions, and the impact of any changes in ~~valuation~~regulation and/or the violation of any applicable laws and regulations by our businesses could result in a material adverse effect on our financial condition and results of operations; (xxx) the agreement governing our senior secured revolving credit facility and the agreement governing our senior secured term loan credit facility contain covenants that may restrict our current and future operations, particularly our ability to respond to changes in our business or to take certain actions. If we are unable to comply with these covenants, our business, results of operations and liquidity could be materially and adversely affected; (xxxi) our indebtedness may adversely affect our cash flow and our ability to operate our business, remain in compliance with debt covenants and make payments on our indebtedness; (xxxii) the transition away from LIBOR may adversely affect our cost to obtain financing and may negatively impact our interest rate swap agreements; (xxxiii) our operating results, revenues and expenses may fluctuate significantly from quarter-to-quarter or year-to-year, which could have an adverse effect on the market price of our ~~deferred tax assets~~common stock; (xxxiv) our common stock has historically had a low trading volume with limited analyst coverage and, ~~liabilities impacting~~as a result, any sale of a significant number of shares may depress the trading price of our ~~effective tax rate; (xvi) changes~~stock; stockholders may be unable to ~~domestic manufacturing initiatives impacting~~sell their shares above the purchase price; (xxxv) provisions in our ~~effective tax rate~~charter documents and Delaware law could discourage potential acquisition proposals, could delay, deter or prevent a change in control and could limit the price certain investors might be willing to pay for our stock; (xxxvi) security breaches and other disruptions could compromise our information systems and expose us to liability, which could cause our business and reputation to suffer; and (xxxvii) we face risks related to products manufactured either in the United States or in international jurisdictions; (xvii) implementation of tax changes, by the United States or another international jurisdiction, related to products manufactured in one or more jurisdictions where we do business;health epidemics that could impact our sales and ~~(xviii) various other risks~~operating results as outlined under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for fiscal year ending December 31, ~~2016~~2020 and ~~Quarterly Report on Form 10-Q for~~ the ~~quarter ended June 30, 2017.~~Company's filings with the SEC. There can be no assurance that statements made in this ~~press release~~Form 10-Q relating to future events will be achieved. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on behalf of the Company are expressly qualified in their entirety by such cautionary statements.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~We believe~~For information relating to quantitative and qualitative disclosures about market risk, see the discussion under "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" in our 2020 Form 10-K. As of September 30, 2021, there ~~are~~have been no material changes in ~~the quantitative and qualitative~~our exposure to market ~~risks since~~risk from those disclosed in our ~~2016~~2020 Form 10-K.

ITEM 4 – CONTROLS AND PROCEDURES

Disclosure Controls and Procedures. Our senior management is responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. ~~Disclosure~~

We evaluated, the effectiveness of our disclosure controls and procedures ~~include, without limitation,~~as of September 30, 2021. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures ~~designed~~were effective as of September 30, 2021 to ~~ensure~~provide reasonable assurance that information required to be disclosed ~~by an issuer~~ in ~~the~~our reports ~~that it files or submits~~ under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to ~~the issuer’s~~ management ~~including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions,~~ as appropriate to allow timely decisions regarding required disclosure.

~~We have evaluated the effectiveness~~

Table of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report with the participation of our Chief Executive Officer and Chief Financial Officer, as well as other key members of our management. Based upon the disclosure controls evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2017 our disclosure controls and procedures were effective.Contents

Changes in Internal Control over Financial Reporting.There were no changes during the quarter ended September 30, 2021 in our internal control over financial reporting ~~during the three months ended September 30, 2017~~ that have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of ~~Controls.~~Controls. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of error or mistake. Controls also can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Table of Contents

PART II. OTHER INFORMATION

~~Item 1.~~ITEM 1 Legal ~~Proceedings:~~Proceedings

We are subject to various legal proceedings and claims arising in the ordinary course of business, including, but not limited to, ~~workers’ compensation~~product liability claims, ~~OSHA investigations, employment disputes, unfair labor practice charges,~~ customer and supplier disputes, service provider disputes, ~~product liability~~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 and examinations by the Internal Revenue Service.~~businesses. 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, stockholders' 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.

~~Item 1A.~~ITEM 1A Risk ~~Factors:~~Factors

~~There have been no material changes to our~~You should carefully consider the information in this Form 10-Q, including the risk factors ~~as disclosed~~below, and the risk factors discussed in ~~Item 1A.~~ "Risk Factors" and other risks discussed in our ~~2016~~2020 Form 10-K and our ~~Quarterly Report~~filings with the SEC since December 31, 2020. These risks could materially and adversely affect our results of operations, financial condition, liquidity and cash flows. Our business also could be affected by risks that we are not presently aware of or that we currently consider immaterial to our operations.

The proposed new regulation concerning mandatory COVID-19 vaccination of employees could have a material adverse impact on ~~Form 10-Q for~~our business and results of operations.

On September 9, 2021, President Biden announced a proposed new rule requiring all employers with at least 100 employees to ensure that their employees are fully vaccinated or require unvaccinated workers to get a negative test at least once a week. The Department of Labor's Occupational Safety and Health Administration (“OSHA”) is drafting an emergency regulation to carry out this mandate. We currently have no details as to the ~~quarter ended September 30, 2017.~~requirements of the regulations, and it is not possible to predict with certainty the impact the new regulation would have on us. As a company with more than 100 employees, this may result in increased costs, labor disruptions or employee attrition, which could be material. If we lose employees, it will be difficult in the current competitive labor market to find replacement employees, and this could have an adverse effect on future revenues and costs. Accordingly, the proposed new OSHA regulation when implemented could have a material adverse effect on our business and results of operations.

We may be unable to successfully implement price increases and, as a result, our businesses and financial position and results of operations could be materially and adversely affected.

Our ability to implement customer price increases where margin on product is not meeting profitability targets is subject to a variety of factors, such as fluctuations in our material, freight and labor costs or other competitive conditions, which are beyond our control. For example, customers may refuse to pay increased prices that meet our profitability targets, resource from other suppliers, or not issue purchase orders to us with large volumes. Any failure to successfully implement price increases could materially and adversely affect our business, results of operations and growth potential.

Our inability to compete effectively in the highly competitive warehouse automation industry could result in loss of market share and reduced gross margins, which could have an adverse effect on our revenues and operating results.

The warehouse automation industry is highly competitive. Some of our competitors are companies that are larger and have greater financial and other resources than we do. Our products primarily compete on the basis of price, product quality, technical expertise, development capability, product delivery and product service. Increased competition may lead to price reductions or loss of business resulting in reduced gross margins and loss of market share.

~~Item 2.~~ITEM 2 Unregistered Sales of Equity Securities and Use of ~~Proceeds.~~Proceeds

We did not sell any equity securities during the ~~three~~nine months ended September 30, ~~2017~~2021 that were not registered under the Securities Act of 1933, as amended.

~~Item 3.~~ITEM 3 Defaults Upon Senior ~~Securities.~~Securities

Not applicable.

Table of Contents

~~Item 4.~~ITEM 4 Mine Safety ~~Disclosures.~~Disclosures

Not applicable.

~~Item 5.~~ITEM 5 Other ~~Information.~~Information

~~Not applicable.~~On November 1, 2021, the Company's Board of Directors approved a restructuring program to align the Company's cost structure to support margin expansion. The program includes workforce reductions and footprint optimization across segments. We expect the restructuring cost to be between $4.0 million to $6.0 million for the entire program.

On October 29, 2021, Douglas F. Bowen, (65 years old), Senior Vice President and Managing Director, Global Seating, gave notice of retirement to the Company with a retirement date of December 31, 2021.

These disclosures are in lieu of filing Current Reports on Form 8-Ks.

~~Table of Contents~~

~~Item 6. Exhibits:~~

ITEM 6 Exhibits



~~10.1~~31.1		~~Contract for Purchase~~302 Certification by Harold C. Bevis, President and ~~Sale of Real Property between Mayflower Vehicle Systems, LLC and Warren Distribution, Inc. dated July 24, 2017.~~Chief Executive Officer.
~~31.1~~31.2		302 Certification by ~~Patrick E. Miller,~~Christopher H. Bohnert, Executive Vice President and ~~Chief Executive Officer.~~
~~31.2~~	~~302 Certification by C. Timothy Trenary,~~ Chief Financial Officer.
32.1		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		Interactive Data Files

Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

COMMERCIAL VEHICLE GROUP, INC.

Date:

November 2, 2021

~~COMMERCIAL VEHICLE GROUP, INC.~~

~~Date:~~

~~November 6, 2017~~

~~By:~~By

/s/ ~~C. Timothy Trenary~~Christopher H. Bohnert

~~C. Timothy Trenary~~Christopher H. Bohnert

Chief Financial Officer

(Principal Financial Officer)

Date:

November ~~6, 2017~~2, 2021

~~By:~~By

/s/ ~~Stacie N. Fleming~~Angela M. O'Leary

~~Stacie N. Fleming~~Angela M. O'Leary

Chief Accounting Officer

(Principal Accounting Officer)



	September 30, 2017			December 31, 2016
	(Unaudited)			(Unaudited)
	(In thousands, except share and per share amounts)
Assets
Current Assets:
Cash	$	50,232		$	130,160
Accounts receivable, net of allowances of $4,418 and $3,881, respectively	128,282			97,793
Inventories	88,442			71,054
Other current assets	14,935			9,941
Total current assets	281,891			308,948
Property, plant and equipment, net of accumulated depreciation of $144,288 and $137,879, respectively	64,980			66,041
Goodwill	7,884			7,703
Intangible assets, net of accumulated amortization of $8,125 and $7,048, respectively	14,748			15,511
Deferred income taxes	29,044			28,587
Other assets, net	2,240			1,975
Total assets	$	400,787		$	428,765
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	91,713		$	60,556
Accrued liabilities and other	39,778			45,699
Current portion of long-term debt	3,184			—
Total current liabilities	134,675			106,255
Long-term debt	164,565			233,154
Pension and other post-retirement benefits	19,973			18,938
Other long-term liabilities	3,140			2,728
Total liabilities	322,353			361,075
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; 29,876,953 and 29,871,354 shares issued and outstanding, respectively)	299			299
Treasury stock, at cost: 1,014,413 shares, as of September 2017 and December 2016	(7,753		)	(7,753		)
Additional paid-in capital	239,209			237,367
Retained Deficit	(107,855		)	(113,378		)
Accumulated other comprehensive loss	(45,466		)	(48,845		)
Total stockholders’ equity	78,434			67,690
Total liabilities and stockholders’ equity	$	400,787		$	428,765



		Three Months Ended September 30,				Nine Months Ended September 30,
		2017	2016			2017		2016
		(Unaudited) (In thousands, except per share amounts)				(Unaudited) (In thousands, except per share amounts)
Revenues	$	198,349	$	153,604		$	566,893	$	512,147
Cost of Revenues		173,199	134,685			497,539		443,192
Gross Profit		25,150	18,919			69,354		68,955
Selling, General and Administrative Expenses		14,136	14,126			45,557		46,502
Amortization Expense		332	327			990		978
Operating Income		10,682	4,466			22,807		21,475
Interest and Other Expense		3,482	4,799			14,786		14,583
Income (Loss) Before Provision for Income Taxes		7,200	(333		)	8,021		6,892
Provision (Benefit) for Income Taxes		2,437	(1,480		)	2,498		461
Net Income	$	4,763	$	1,147		$	5,523	$	6,431
Earnings per Common Share:
Basic and Diluted	$	0.16	$	0.04		$	0.18	$	0.22
Weighted Average Shares Outstanding:
Basic		29,875	29,449			29,874		29,449
Diluted		30,487	30,101			30,379		29,783



Grant	Shares (in thousands)	Vesting Schedule	Unearned Compensation (in millions)		Remaining Periods (in months)
October 2014	506	3 equal annual installments commencing on October 20, 2015	$	—	1
April 2015	27	3 equal annual installments commencing on October 20, 2015	$	—	1
October 2015	596	3 equal annual installments commencing on October 20, 2016	$	0.6	13
January/March 2016	63	3 equal annual installments commencing on October 20, 2016	$	—	13
October 2016	411	3 equal annual installments commencing on October 20, 2017	$	1.4	25
October 2016	98	fully vests as of October 20, 2017	$	0.1	1
June 2017	6	3 equal annual installments commencing on October 20, 2017	$	—	25



Grant Date	Vesting Schedule	Grant Amount		Forfeitures/ Adjustments			Payments		Grant Value at September 30, 2017		Unrecognized Compensation		Remaining Periods (in Months) to Vesting
November 2014	October 2017	$	2,087	$	(1,592	)	$	—	$	495	—		1
November 2015	October 2018	1,487		(197		)	—		1,290		430		13
November 2016	October 2019	1,434		(37		)	—		1,397		932		25
		$	5,008	$	(1,826	)	$	—	$	3,182	$	1,362



	September 30, 2017		December 31, 2016
Balance — Beginning	$	7,703	$	7,834
Currency translation adjustment	181		(131		)
Balance — Ending	$	7,884	$	7,703



Fiscal Year Ended December 31,	Estimated Amortization Expense
2017	$	1,321
2018	1,326
2019	1,326
2020	1,196
2021	1,196
2022	1,196



Balance — December 31, 2016	$	5,552
Provision for new warranty claims	1,532
Change in provision for preexisting warranty claims	98
Deduction for payments made	(3,452		)
Currency translation adjustment	93
Balance — September 30, 2017	$	3,823



Year Ending December 31,
2017	$	1,094
2018	4,375
2019	4,375
2020	4,375
2021	4,375
Thereafter	$	155,312



	September 30, 2017		December 31, 2016
7.875% senior secured notes due April 15, 2019	$	—	$	233,154
Term loan and security agreement (a)	$	167,749	$	—



Level	Average Daily Availability	Base Rate Loans		LIBOR Revolver Loans
III	≥ $24,000,000	0.50	%	1.50	%
II	> $12,000,000 but < $24,000,000	0.75	%	1.75	%
I	≤ $12,000,000	1.00	%	2.00	%



	Three Months Ended September 30, 2017
	Global Truck & Bus		Global Construction & Agriculture		Corporate/ Other			Total
Revenues
External Revenues	$	121,497	$	76,852	$	—		$	198,349
Intersegment Revenues	552		2,705		(3,257		)	—
Total Revenues	$	122,049	$	79,557	$	(3,257	)	$	198,349
Gross Profit	$	17,180	$	8,316	$	(346	)	$	25,150
Depreciation and Amortization Expense	$	1,838	$	1,117	$	673		$	3,628
Selling, General & Administrative Expenses	$	5,534	$	4,160	$	4,442		$	14,136
Operating Income	$	11,350	$	4,121	$	(4,789	)	$	10,682
Capital and Other Items:
Capital Expenditures	$	1,097	$	1,195	$	476		$	2,768
Other Items ¹	$	373	$	15	$	—		$	388



	Three Months Ended September 30, 2016
	Global Truck & Bus		Global Construction & Agriculture		Corporate/ Other			Total
Revenues
External Revenues	$	95,728	$	57,876	$	—		$	153,604
Intersegment Revenues	308		1,499		(1,807		)	—
Total Revenues	$	96,036	$	59,375	$	(1,807	)	$	153,604
Gross Profit	$	10,765	$	8,525	$	(371	)	$	18,919
Depreciation and Amortization Expense	$	2,215	$	1,464	$	484		$	4,163
Selling, General & Administrative Expenses	$	5,329	$	4,588	$	4,209		$	14,126
Operating Income	$	5,144	$	3,901	$	(4,579	)	$	4,466
Capital and Other Items:
Capital Expenditures	$	1,592	$	664	$	290		$	2,546
Other Items¹	$	1,329	$	191	$	—		$	1,520



	Nine Months Ended September 30, 2017
	Global Truck & Bus		Global Construction & Agriculture		Corporate/ Other			Total
Revenues
External Revenues	$	342,964	$	223,929	$	—		$	566,893
Intersegment Revenues	1,084		7,315		(8,399		)	—
Total Revenues	$	344,048	$	231,244	$	(8,399	)	$	566,893
Gross Profit	$	48,288	$	22,099	$	(1,033	)	$	69,354
Depreciation and Amortization Expense	$	5,850	$	3,530	$	2,051		$	11,431
Selling, General & Administrative Expenses	$	16,688	$	12,619	$	16,250		$	45,557
Operating Income	$	30,716	$	9,374	$	(17,283	)	$	22,807
Capital and Other Items:
Capital Expenditures	$	5,145	$	3,671	$	1,795		$	10,611
Other Items ¹	$	1,341	$	998	$	2,377		$	4,716



	Nine Months Ended September 30, 2016
	Global Truck & Bus		Global Construction & Agriculture		Corporate/ Other			Total
Revenues
External Revenues	$	323,895	$	188,252	$	—		$	512,147
Intersegment Revenues	771		5,417		(6,188		)	—
Total Revenues	$	324,666	$	193,669	$	(6,188	)	$	512,147
Gross Profit	$	43,019	$	27,100	$	(1,164	)	$	68,955
Depreciation and Amortization Expense	$	6,438	$	4,321	$	1,812		$	12,571
Selling, General & Administrative Expenses	$	17,466	$	13,859	$	15,177		$	46,502
Operating Income	$	24,679	$	13,137	$	(16,341	)	$	21,475
Capital and Other Items:
Capital Expenditures	$	4,039	$	2,881	$	867		$	7,787
Other Items¹	$	1,704	$	512	$	688		$	2,904



	Asset Derivatives
	September 30, 2017			December 31, 2016
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign exchange contracts	Other current assets	$	395	Other current assets	$	142
Interest rate swap contract¹	Other current assets	$	1	Other current assets	$	—
Interest rate swap contract¹	Other assets, net	$	301	Other assets, net	$	—



	Liability Derivatives
	September 30, 2017			December 31, 2016
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign exchange contracts	Accrued liabilities	$	22	Accrued liabilities	$	1,234
Interest rate swap contract¹	Accrued liabilities	$	494	Accrued liabilities	$	—
Interest rate swap contract¹	Other long-term liabilities	$	293	Other long-term liabilities	$	—



	Foreign currency translation adjustment			Pension and post-retirement benefits plans			Accumulated other comprehensive loss
Ending balance, December 31, 2016	$	(24,313	)	$	(24,532	)	$	(48,845	)
Net current period change	5,209			—			5,209
Reclassification adjustments for losses reclassified into income	—			(1,830		)	(1,830		)
Ending balance, September 30, 2017	$	(19,104	)	$	(26,362	)	$	(45,466	)



	Three Months Ended								Nine Months Ended
	September 30, 2017								September 30, 2017
	Before Tax Amount			Tax Expense		After Tax Amount			Before Tax Amount			Tax Expense		After Tax Amount
Retirement benefits adjustment	$	(763	)	$	217	$	(546	)	$	(2,481	)	$	651	$	(1,830	)
Cumulative translation adjustment	1,130			—		1,130			5,209			—		5,209
Total other comprehensive income	$	367		$	217	$	584		$	2,728		$	651	$	3,379



	Three Months Ended								Nine Months Ended
	September 30, 2016								September 30, 2016
	Before Tax Amount			Tax Expense		After Tax Amount			Before Tax Amount			Tax Expense		After Tax Amount
Retirement benefits adjustment	$	(893	)	$	228	$	(665	)	$	(2,478	)	$	779	$	(1,699	)
Cumulative translation adjustment	621			—		621			215			—		215
Total other comprehensive loss	$	(272	)	$	228	$	(44	)	$	(2,263	)	$	779	$	(1,484	)



	U.S. Pension Plans and Other Post-Retirement Benefit Plans						Non-U.S. Pension Plans
	Three Months Ended September 30,						Three Months Ended September 30,
	2017			2016			2017			2016
Service cost	$	33		$	32		$	—		$	—
Interest cost	449			469			289			338
Expected return on plan assets	(671		)	(678		)	(302		)	(375		)
Amortization of prior service cost	2			—			—			—
Recognized actuarial loss	89			107			122			52
Net (benefit) cost	$	(98	)	$	(70	)	$	109		$	15



	Total Project Expense											Expected Future Expense (Income)
	Total Project Expense				2015/2016		Current Quarter		2017 Year to Date			Expected Future Expense (Income)					Income Statement
(in millions)	Low		High		Expense		Expense (Income)					Low			High		Classification
Edgewood Wire Harness
Separation costs	$	0.3	$	0.3	$	0.3	$	—	$	—		$	—		$	—	Cost of revenues
Facility and other costs	0.1		0.1		0.1		—		—			—			—		Cost of revenues
Total	$	0.4	$	0.4	$	0.4	$	—	$	—		$	—		$	—
Piedmont Seating
Separation costs	$	0.6	$	0.6	$	0.6	$	—	$	—		$	—		$	—	Cost of revenues
Facility and other costs	0.4		0.4		0.4		—		—			—			—		Cost of revenues
Total	$	1.0	$	1.0	$	1.0	$	—	$	—		$	—		$	—
Monona Wire Harness
Separation costs	$	0.1	$	0.1	$	0.5	$	—	$	(0.4	)	$	—		$	—	Cost of revenues
Facility and other costs	1.9		2.3		0.1		—		1.4			0.4			0.8		Cost of revenues
Total	$	2.0	$	2.4	$	0.6	$	—	$	1.0		$	0.4		$	0.8
Shadyside Stamping
Separation costs	$	2.5	$	2.6	$	1.7	$	0.2	$	0.6		$	0.2		$	0.3	Cost of revenues
Facility and other costs	0.2		0.8		0.2		0.2		0.4			(0.4		)	0.2		Cost of revenues
Total	$	2.7	$	3.4	$	1.9	$	0.4	$	1.0		$	(0.2	)	$	0.5
Other Restructuring
Separation costs	$	0.1	$	0.1	$	0.1	$	—	$	—		$	—		$	—	Cost of revenues
Separation costs	0.3		0.3		0.3		—		—			—			—		Selling, general and administrative
Total	$	0.4	$	0.4	$	0.4	$	—	$	—		$	—		$	—
Total Restructuring	$	6.5	$	7.6	$	4.3	$	0.4	$	2.0		$	0.2		$	1.3



	2017
	Employee Costs			Facility Exit and Other Costs			Total
Balance - December 31, 2016	$	2,229		$	45		$	2,274
Provisions	212			1,801			2,013
Utilizations	(2,134		)	(1,317		)	(3,451		)
Balance - September 30, 2017	$	307		$	529		$	836

	2016
	Employee Costs			Facility Exit and Other Costs			Total
Balance - December 31, 2015	$	542		$	43		$	585
Provisions	1,721			568			2,289
Utilizations	(496		)	(588		)	(1,084		)
Balance - September 30, 2016	$	1,767		$	23		$	1,790



	Three Months Ended September 30,
	(amounts in thousands)
	2017				2016
Revenues	$	122,049	100.0	%	$	96,036	100.0	%
Gross Profit	$	17,180	14.1	%	$	10,765	11.2	%
Depreciation and Amortization Expense	$	1,838	1.5	%	$	2,215	2.3	%
Selling, General & Administrative Expenses	$	5,534	4.5	%	$	5,329	5.5	%
Operating Income	$	11,350	9.3	%	$	5,144	5.4	%