Table 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~~actual income tax expense recognized in 2022 could be different from the forecasted amount used to estimate the income tax expense for the three and nine months ended September 30, ~~2017. No outstanding restricted stock awards were antidilutive~~2022.

We have recorded valuation allowances in prior years related to certain foreign subsidiaries due to multiple year cumulative losses. Given the current earnings and anticipated future earnings of some of the Company's foreign locations, the Company believes there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow it to reach a conclusion that the valuation allowance on the deferred tax assets of certain foreign entities will no longer be needed. Releasing the valuation allowance would result in the recognition of previously unrecognized deferred tax assets and a decrease to income tax expense for the ~~three months ended September 30, 2016. Diluted earnings per share did not include 422 thousand antidilutive outstanding restricted stock awards for~~period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that the Company is able to actually achieve.

For the nine months ended September 30, ~~2016.~~2022 and 2021, cash paid for taxes, net of refunds received, were $4.2 million and $3.1 million, respectively.

~~Dividends —~~ ~~We have~~

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,
	2022		2021		2022		2021

Interest cost	$	193	$	207	$	187	$	160
Expected return on plan assets	(208)		(553)		(244)		(251)
Amortization of prior service cost 1	1,118		2		11		12
Recognized actuarial loss	82		70		142		239
Net (benefit) cost	$	1,185	$	(274)	$	96	$	160


	U.S. Pension and Other Post-Retirement Benefit Plans				Non-U.S. Pension Plan
	Nine months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021

Interest cost	$	581	$	621	$	602	$	483
Expected return on plan assets	(623)		(1,659)		(777)		(755)
Amortization of prior service cost 1	1,122		6		37		40
Recognized actuarial loss	247		210		459		721
Net (benefit) cost	$	1,327	$	(822)	$	321	$	489

1.Includes $1.1 million non-cash settlement charge.

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

During the year ended December 31, 2021, the Audit Committee of the Board of Directors approved amendments to the U.S. Pension Plan to terminate the plan. The plan participants were notified of the Company's intention to terminate the plan effective December 31, 2021 and settle plan liabilities through either lump sum distributions to plan participants or ~~paid any cash dividends~~annuity contracts that cover vested benefits.

During the nine months ended September 30, 2022, the Company partially settled the U.S. Pension Plan liabilities. Payouts totaling $4.4 million were made out of plan assets and, as reflected in amortization of prior service cost in the ~~past.~~table above, resulted in a non-cash settlement charge of $1.1 million, which was recorded in other expense in the Condensed Consolidated Statements of Income.

On October 3, 2022, the Company settled the remaining U.S. Pension Plan liabilities through purchase of an annuity contract. The contract totaling $25.2 million was paid out of plan assets and is expected to result in an $8.1 million non-cash settlement charge, which will be recognized in the three months ending December 31, 2022.

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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 and Return on Invested Capital ("ROIC") component established by the Compensation Committee of the Board of Directors.

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 the number of shares allocated to a participant, the Company’s relative total shareholder return in terms of ranking which can fluctuate as compared to the peer group over the performance period, ROIC performance, and the share price of the Company's stock.

Total shareholder return is determined by the percentage change in value (positive or ~~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 company’s starting stock price and ending stock price, by (B) the starting stock price. Performance targets are based on relative total shareholder return in terms of ranking as compared to the peer group over the performance period.

ROIC is defined as adjusted net income plus interest expense (net of tax), divided by total assets less current liabilities plus current debt. A five-point average is used to calculate the asset denominator.

These awards are payable at the end of the performance period in cash ~~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, 2021	$	1,234
New grants	2,108
Forfeitures	(513)
Adjustments	(1,287)
Payments	(300)
Adjusted Award Value at September 30, 2022	$	1,242

Unrecognized compensation expense was $2.0 million and $2.3 million as of September 30, 2022 and 2021, respectively.

11. Share-Based Compensation

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

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 Settled in Stock – Performance-based stock awards have similar restrictions as restricted stock. They vest over the specified period following the date of ~~September 30, 2017:~~grant, unless forfeited, and will be paid out in the form of stock at the end of the vesting period if the Company meets the performance targets set at the time the award was granted. Performance targets are based on relative total shareholder return in terms of ranking as compared to the peer group over the performance period and ROIC performance.

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

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As of September 30, ~~2017,~~2022, there was approximately ~~$2.1~~$4.2 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 period listed above for each grant.

A summary of the status of our ~~share-based compensation expense.~~

~~The following table summarizes information about the non-vested~~ restricted stock awards as of September 30, 2022 and changes during the nine months ended September 30, 2022, are presented below:


	2022
	Shares (in thousands)	Weighted- Average Grant-Date Fair Value
Nonvested - December 31, 2021	783	$	5.68
Granted	600	7.58
Vested	(650)	3.46
Forfeited	(50)	8.45
Nonvested - September 30, 2022	683	$	6.81

As of September 30, 2022, a total of 2.9 million shares were available for future grants from the 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, 32,551,341 and 32,034,592 shares were issued and outstanding as of September 30, 2022 and December 31, 2021, respectively.

Preferred Stock — Our authorized capital stock also consists of 5,000,000 shares of preferred stock with a par value of $0.01 per share. No preferred shares were outstanding as of September 30, 2022 and December 31, 2021.

Earnings Per Share - Basic earnings per share is determined by dividing net income by the weighted average number of common shares outstanding during the year. Diluted earnings per share presented is determined by dividing net income by the weighted average number of common shares and potential common shares outstanding during the period as determined by the treasury stock method. Potential common shares are included in the diluted earnings per share calculation when dilutive.

Diluted earnings per share for the three and nine months ended September 30, 2022 and 2021 includes the effect of potential common shares issuable when dilutive, and is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net income	$	3,551	$	7,511	$	10,018	$	21,096
Weighted average number of common shares outstanding (in '000s)	32,460		31,570		32,950		31,432
Dilutive effect of restricted stock grants after application of the Treasury Stock Method (in '000s)	462		1,136		695		1,306
Dilutive shares outstanding	32,922		32,706		33,645		32,738
Basic earnings per share	$	0.11	$	0.24	$	0.30	$	0.67
Diluted earnings per share	$	0.11	$	0.23	$	0.30	$	0.64

There were 8 thousand outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the three months ended September 30, 2022 and no outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the three months ended September 30, 2021. There were 10 thousand outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the nine months ended September 30, ~~2017~~2022 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,~~no outstanding restricted shares ~~or other awards, may be granted to employees under~~awarded 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

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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~~2021.

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13. Other Comprehensive Income (Loss)

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


	Foreign currency translation adjustment		Pension and post-retirement benefits plans		Derivative instruments		Accumulated other comprehensive income (loss)
Balance - December 31, 2021	$	(20,445)	$	(22,750)	$	757	$	(42,438)
Net current period change	(9,689)		—		—		(9,689)
Derivative instruments	—		—		4,011		4,011
Amortization of actuarial gain	—		1,085		—		1,085
Balance - September 30, 2022	$	(30,134)	$	(21,665)	$	4,768	$	(47,031)


	Foreign currency translation adjustment		Pension and post-retirement benefit 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)
Derivative instruments	—		—		(1,052)		(1,052)
Amortization of actuarial gain	—		2,094		—		2,094
Balance - September 30, 2021	$	(20,833)	$	(25,329)	$	389	$	(45,773)

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



	Three Months Ended September 30, 2022						Nine Months Ended September 30, 2022
	Before Tax Amount		Tax Expense		After Tax Amount		Before Tax Amount		Tax Expense		After Tax Amount
Cumulative translation adjustment	$	(4,493)	$	—	$	(4,493)	$	(9,689)	$	—	$	(9,689)
Amortization of actuarial gain (loss)	(396)		34		(362)		989		96		1,085
Derivative instruments	2,494		(656)		1,838		5,460		(1,449)		4,011
Total other comprehensive income (loss)	$	(2,395)	$	(622)	$	(3,017)	$	(3,240)	$	(1,353)	$	(4,593)


	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	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)

14. Cost Reduction and ~~2016. Unrecognized compensation expense was $1.4 million~~Manufacturing Capacity Rationalization

During 2019, the Company began implementing cost reduction and ~~$1.2 million as of September 30, 2017 and 2016, respectively.~~

~~7. Accounts Receivable~~

Trade accounts receivable are stated at current value less an allowance for doubtful accounts, which approximates fair value. This allowance is estimated based primarily on management’s evaluation of specific balances 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 ismanufacturing capacity rationalization initiatives (the "Restructuring Initiatives") in response 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 the reserve previously establisheddeclines 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 of the following:~~

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

Inventories on-hand are regularly reviewed and, when necessary, provisions for excess and obsolete inventory are recorded based primarily on our estimated production requirements which reflect expectedend 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 ("the 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~~

On November 1, 2021, the Company's Board of Directors approved a ~~Step One fair value assessment~~restructuring program to align the Company's cost structure to support margin expansion. The program includes workforce reductions and footprint optimization across segments.

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:


	Vehicle Solutions		Warehouse Automation		Electrical Systems		Aftermarket and Accessories		Corporate/Other		Total
December 31, 2021	$	230	$	417	$	—	$	—	$	(161)	$	486
New charges	204		350		—		435		—		989
Payments and other adjustments	(309)		(770)		—		(435)		422		(1,092)
March 31, 2022	$	125	$	(3)	$	—	$	—	$	261	$	383
New charges	—		314		571		560		306		1,751
Payments and other adjustments	(91)		(311)		(571)		(560)		(444)		(1,977)
June 30, 2022	$	34	$	—	$	—	$	—	$	123	$	157
New charges	66		136		—		445		—		647
Payments and other adjustments	(90)		(46)		—		(445)		(123)		(704)
September 30, 2022	$	10	$	90	$	—	$	—	$	—	$	100

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


	Vehicle Solutions		Warehouse Automation		Electrical Systems		Aftermarket and Accessories		Corporate/Other		Total
December 31, 2020	$	349	$	—	$	—	$	40	$	290	$	679

Payments and other adjustments	(186)		—		—		(40)		(36)		(262)
March 31, 2021	$	163	$	—	$	—	$	—	$	254	$	417

Payments and other adjustments	(67)		—		—		—		(171)		(238)
June 30, 2021	$	96	$	—	$	—	$	—	$	83	$	179
New charges	$	—	$	—	$	—	$	—	$	—	$	—
Payments and other adjustments	$	(96)	$	—	$	—	$	—	$	(83)	$	(179)
September 30, 2021	$	—	$	—	$	—	$	—	$	—	$	—

~~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~~$0.6 million ~~for~~costs incurred in the three months ended September 30, ~~2017~~2022, $0.1 million primarily related to headcount reductions and ~~2016,~~$0.5 million related to facility exit and ~~$1.0~~other costs. Substantially all costs incurred were recorded in cost of revenues.

Of the $3.4 million ~~for~~costs incurred in the nine months ended September 30, ~~2017~~2022, $0.9 million primarily related to headcount reductions and ~~2016. The estimated intangible asset amortization expense for~~$2.5 million related to facility exit and other costs. Of the ~~fiscal year ending December 31, 2017~~$3.4 million costs incurred, $3.0 million was recorded in cost of revenues and ~~for each of the five succeeding years is as follows:~~$0.4 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,~~2022, 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, 2022 and 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.

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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 they relate to the periods ended September 30, 2022 and 2021, are included within accrued liabilities and other in the accompanying Condensed Consolidated Balance Sheets.

~~Table~~The following presents a summary of ~~Contents~~

the warranty provision for the nine months ended September 30, 2022:


Balance - December 31, 2021	$	1,490
Provision for warranty claims	491
Deduction for payments made and other adjustments	(745)
Balance - September 30, 2022	$	1,236

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 2022	$	2,187	$	—	$	2,187
2023	$	10,938	$	—	$	10,938
2024	$	15,313	$	—	$	15,313
2025	$	19,688	$	—	$	19,688
2026	$	24,063	$	—	$	24,063
Thereafter	$	100,624	$	11,588	$	112,212

16. Segment Reporting

In the quarter ended December 31, 2021, we completed a strategic reorganization of our operations into four segments, Vehicle Solutions, Warehouse Automation, Electrical Systems and Aftermarket & Accessories. The reorganization has allowed allow the Company to better focus on growth opportunities, capital allocation and enhancing shareholder value. As a result of the strategic reorganization, the prior period amounts have been reclassified to conform to the new organization structure.

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 multiple segments. Our segments are more specifically described below.

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

•Commercial vehicle seats for the global commercial vehicle markets including heavy duty trucks, medium duty trucks, last mile delivery trucks and vans, construction and agriculture equipment in North America, Europe and Asia-Pacific. This segment includes a portion of the company’s activities in the electric vehicle market;

•Plastic components ("Trim") primarily for the North America commercial vehicle market and recreational vehicle markets; and Cab structures for the North American medium-duty/heavy-duty ("MD/HD") truck market.

The Warehouse Automation segment designs, manufactures and sells the following products:

•Warehouse automation subsystems including control panels, electro-mechanical assemblies, cable assemblies, and power and communication solutions.

•The end markets for these products primarily include e-commerce, warehouse integration, transportation, and the ~~remaining years thereafter:~~

military/defense industry.

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

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

~~11. Debt~~•Cable and ~~Credit Facilities~~harness assemblies for both high and low voltage applications, control boxes, dashboard assemblies and design and engineering for these applications.

~~Debt~~•The end markets for these products are construction, agricultural, industrial, automotive (both internal combustion and electric vehicles), truck, mining, rail and the military/ defense industries in North America, Europe and Asia-Pacific.

The Aftermarket & Accessories segment designs, manufactures and sells the following products:

•Seats and components sold into the commercial vehicle markets in North America, Europe and Asia-Pacific;

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

•Office seats primarily 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 of the operations are allocated based on a combination of methodologies. The costs that are not allocated to a segment are considered stewardship costs and remain at corporate in our segment reporting.

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


	Three Months Ended September 30, 2022
	Vehicle Solutions		Warehouse Automation		Electrical Systems		Aftermarket and Accessories		Corporate/Other		Total
Revenues	$	154,024	$	14,116	$	46,129	$	37,143	$	—	$	251,412
Gross profit	13,839		404		6,210		6,389		—		26,842
Selling, general & administrative expenses	4,279		1,371		1,055		1,436		9,163		17,304

Operating income (loss)	$	9,560	$	(967)	$	5,155	$	4,953	$	(9,163)	$	9,538


	Three Months Ended September 30, 2021
	Vehicle Solutions		Warehouse Automation		Electrical Systems		Aftermarket and Accessories		Corporate/Other		Total
Revenues	$	117,914	$	51,681	$	40,085	$	29,930	$	—	$	239,610
Gross profit	10,143		9,486		6,633		3,885		(3)		30,144
Selling, general & administrative expenses	7,222		1,461		1,718		1,536		6,835		18,772

Operating income (loss)	$	2,921	$	8,025	$	4,915	$	2,349	$	(6,838)	$	11,372


	Nine Months Ended September 30, 2022
	Vehicle Solutions		Warehouse Automation		Electrical Systems		Aftermarket and Accessories		Corporate/Other		Total
Revenues	$	436,966	$	76,789	$	133,350	$	99,530	$	—	$	746,635
Gross profit	35,657		8,249		16,857		13,341		—		74,104
Selling, general & administrative expenses	18,269		4,242		3,998		4,636		18,810		49,955
Operating income (loss)	$	17,388	$	4,007	$	12,859	$	8,705	$	(18,810)	$	24,149


	Nine Months Ended September 30, 2021
	Vehicle Solutions		Warehouse Automation		Electrical Systems		Aftermarket and Accessories		Corporate/Other		Total
Revenues	$	372,487	$	150,378	$	130,742	$	89,066	$	—	$	742,673
Gross profit	38,914		24,612		17,545		14,605		(43)		95,633
Selling, general & administrative expenses	20,269		4,199		4,646		4,407		19,008		52,529

Operating income (loss)	$	18,645	$	20,413	$	12,899	$	10,198	$	(19,051)	$	43,104

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17. Other Financial Information

Items reported in inventories consisted of the following:


	September 30, 2022		December 31, 2021
Raw materials	$	119,361	$	107,505
Work in process	16,688		21,671
Finished goods	14,298		11,869
Inventories	$	150,347	$	141,045

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


	September 30, 2022		December 31, 2021
Land and buildings	$	32,158	$	32,012
Machinery and equipment	204,436		194,828
Construction in progress	6,217		8,822
Property, plant, and equipment, gross	242,811		235,662
Less accumulated depreciation	(178,056)		(172,536)
Property, plant and equipment, net	$	64,755	$	63,126

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
$ —

~~(a) Presented~~Items reported in ~~the condensed consolidated balance sheet as current portion of long-term debt of $3.2 million, net of deferred financing costs~~accrued expenses 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, 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 subsidiariesother liabilities consisted of the Company party thereto as guarantors, Bank 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.following:

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.


	September 30, 2022		December 31, 2021
Compensation and benefits	$	14,622	$	16,677
Taxes payable	5,730		6,391
Operating lease liabilities	7,172		9,048
Accrued freight	7,094		5,628
Contingent Consideration	4,750		4,409
Deferred tooling revenue	1,401		851
Other	7,677		7,836
Accrued liabilities and other	$	48,446	$	50,840

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

~~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.

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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 segment revenues, gross profit, depreciation and amortization expense, selling, general and administrative expenses, operating income, capital expenditures and other items for the three and nine months ended September 30, 2017 and 2016:

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~~

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 costs 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 of the anticipated long or short positions. The contracts typically run from one month up 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 and the fair value of contracts recorded 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 assets 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

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

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% 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 value 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.

~~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:~~

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:~~

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

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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, the Board of Directors of the Company approved adjustments to the Company’s manufacturing footprint and capacity utilization, and reductions to selling, general and administrative costs. We expect the costs associated with restructuring activities to total $6.5 million to $7.6 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:~~

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 ended September 30, ~~2017~~2022 and ~~2016.~~2021. 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~~2021 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) is~~At CVG, we deliver real solutions to complex design, engineering and manufacturing problems across a ~~leading supplier of a full~~ range of ~~cab related products~~global industries by innovating, constantly adding value, and systems for the global commercial vehicle market, including the MD/HD Truck market, the medium- and heavy-construction vehicle market, and the military, bus, agriculture, specialty transportation, mining, industrial equipment and off-road recreational markets.

treating our customer's bottom line as if it were our own.

We have manufacturing operations in the United States, Mexico, China, United Kingdom, Belgium, Czech Republic, Ukraine, ~~China,~~Thailand, 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~~primarily manufacture ~~low volume,~~ customized products ~~on a sequenced basis~~ to meet the requirements of our ~~customers.~~customer. We believe our products are used by a majority of the North American ~~MD/HD~~Commercial Truck markets, many construction vehicle OEMs and ~~certain leading global construction~~top e-commerce retailers.

Key Developments

In the first quarter of 2022, Russian military forces invaded Ukraine. We have approximately 1,200 employees in the Ukraine located in our facility near L'viv. While the facility was temporarily shut-down, we have resumed operations in L'viv and ~~agriculture OEMs, which we believe creates an opportunity to cross-sell our products.~~

~~Business Overview~~

~~For~~also set up additional capacity in the Czech Republic. During both the nine months ended September 30, ~~2017,~~2022 and the twelve months ended December 31, 2021, our Ukraine facility represented approximately ~~42%~~1% of the Company's long-lived assets.

Table of Contents

The invasion of Ukraine by Russia and the retaliatory measures taken by the U.S., NATO and other countries have created global security concerns and economic uncertainty that could have a lasting impact on regional and global economies. We cannot be certain that international tensions will not affect our ~~revenue was generated from sales to North American MD/HD Truck OEMs. Our remaining revenue was primarily derived from sales to OEMs~~facility in the ~~global construction equipment market, aftermarket, OE service organizations, military market~~Ukraine, including due to the Russian invasion, electrical outages, cyber-attacks and ~~other specialty markets.~~

~~Demand for~~periodic battles with separatists closer to our products is 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 OEMs generally afford the end-user the ability to specify many 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.facility. In addition, certain of our employees in Ukraine may be conscripted into the military and/or sent to fight in the ongoing conflict. Furthermore, most of our products manufactured in Ukraine are ~~only utilized~~shipped across the border from Ukraine to the Czech Republic for further delivery to our customers. If that border crossing were to be closed or restricted for any reason, or if our customers decide to stop ordering from us or shift orders to our competitors, we would experience a loss of the use of our Ukrainian facility, which could have an adverse effect on our results of operations and financial condition.

During the nine months ended September 30, 2022, we experienced shutdowns at our plant in ~~heavy-duty trucks, such as~~Shanghai, China due to the COVID-19 pandemic. The COVID-19 pandemic has caused and continues to cause, significant volatility, uncertainty and economic disruptions to our ~~storage systems, sleeper boxes and privacy curtains. Accordingly, changes in demand for heavy-duty trucks~~business. While we continue to operate our facilities, we may experience production slowdowns and/or shutdowns at our manufacturing facilities in North America, Europe and Asia Pacific as a result of government orders, our inability to obtain component parts from suppliers and/or inconsistent 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. The extent of the ~~mix~~adverse effect of ~~options~~the COVID-19 pandemic on our business results depends on a ~~vehicle can have~~number of factors beyond our control.

While backlog continues to be strong in the truck markets, all markets we operate in were impacted by supply chain constraints which caused volatility on our customers' production schedules and had a ~~greater~~negative 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~~results. Overall, we continued to experience global supply chain disruptions and ~~gross profit will be impacted positively or negatively.~~

~~We generally compete for new business at the beginning of the development of a new vehicle platform~~significant inflation, including longer lead-times to procure parts from China and ~~upon the redesign of existing programs. New platform development generally begins one~~due 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 makers are in the process of upgrading their key truck platforms and we believe we have maintained our share of content in these platforms. We continue to pursue opportunities to expand our content.

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, 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 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") truck production steadily increased from 227,000 units in 2014 to 233,000 units in 2016. According to a October 2017 report by ACT Research, North American Class 5-7 truck production is expected to increase to 250,000 units in 2017 and then gradually increase to 275,000 units in 2022.

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, forestryport backups, labor inflation, chip shortages, steel and other raw material ~~based industries. We believe the construction markets we serve in Europe, Asia,~~inflation, 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 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~~freight 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 partincreases. The impact of the ~~Company's restructuring efforts, on July 19, 2016,~~pandemic, 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 facility as a result of a shortage of labor in our North American wire harness business. Additionally, the Company established a new facility in Mexico with better access to labor. The labor shortagerelated economic recovery 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 of annual savings from its cost reduction and restructuring efforts.

At the time of the November 2015 announcement of facility restructuring actions, 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 expectedglobal inflationary pressures continue to be ~~$2 million~~uneven from period to ~~$3 million for year ended December 31, 2017. The majority of these costs are employee-related separation costs~~period and ~~other costs associated with~~across our global footprint based on local and regional outbreaks. We continue to proactively monitor, assess and minimize to the ~~transfer of~~extent reasonably possible disruptions and delays in production due to labor shortages or customer schedules, focus on cost control and ~~subsequent closure of facilities, offset by gains on the sale of long-lived assets.~~recovery through pricing adjustments, and take reasonable measures to protect our workforce.

Consolidated Results of Operations

Three ~~months ended~~Months Ended September 30, ~~2017~~2022 Compared to Three ~~months ended~~Months Ended September 30, ~~2016~~2021

~~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):


	2022		2021		$ Change		% Change
Revenues	$	251,412	$	239,610	$	11,802	4.9%

Gross profit	26,842		30,144		(3,302)		(11.0)%
Selling, general and administrative expenses	17,304		18,772		(1,468)		(7.8)%
Other (income) expense	1,924		(186)		2,110		NM1
Interest expense	2,813		1,630		1,183		72.6%

Provision for income taxes	1,250		2,417		(1,167)		(48.3)%
Net income	3,551		7,511		(3,960)		(52.7)%

1.Not meaningful

Revenues. The increase in consolidated revenues resulted from:

•a ~~$26.3~~$39.1 million, or ~~42.2%~~28.5%, increase in ~~OEM North American MD/HD Truck revenues;~~OEM;

•a ~~$14.9~~$37.6 million, or ~~48.5%~~72.7%, decrease in warehouse automation revenues;

•a $1.8 million, or 3.9%, increase in ~~construction equipment~~aftermarket and OES revenues; and

•a ~~$3.5~~$8.5 million, or ~~5.9%,~~172.4% increase in other revenues.

Third quarter ~~2017~~2022 revenues were ~~favorably~~unfavorably impacted by foreign currency exchange translation of ~~$1.7~~$6.5 million, which is reflected in the change in revenues above. The increase in revenues is primarily driven by increased pricing to offset material cost increases and volume, offset by volume decrease in Warehouse Automation.

Table of Contents

Gross Profit. ~~Gross profit increased $6.2~~The $3.3 million ~~or 32.9%, to $25.2 million for the three months ended September 30, 2017 from $18.9 million for the three months ended September 30, 2016. Included~~decrease in gross profit is primarily attributable to the decrease in warehouse automation revenues and the 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~~$15.1 million, or ~~28.6%~~7.2%, ~~resulting from~~as a result of an increase in raw material and purchased component costs of ~~$31.5~~$12.1 million, ~~an increase in wages and benefits of $4.2 million,~~or 8.7%, and an increase in labor and overhead ~~costs~~expenses 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$3.0 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.~~or 4.3%. As a percentage of revenues, gross profit margin was ~~12.7%~~10.7% for the three months ended September 30, ~~2017~~2022 compared to ~~12.3%~~12.6% for the three months ended September 30, ~~2016.~~2021. The decrease in gross profit margin is primarily due to global supply chain and market disruptions which have resulted in increased labor costs, raw material inflation, and freight cost increases. The three months ended September 30, 2022 results include charges of $0.6 million associated with the restructuring program.

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. ~~Selling, general~~SG&A expenses decreased $1.5 million compared to the three months ended September 30, 2021, primarily due to lower incentive compensation and ~~administrative~~health care expense. As a percentage of revenues, SG&A expense was 6.9% for the three months ended September 30, 2022 compared to 7.8% for the three months ended September 30, 2021.

Other (Income) Expense. Other expenses ~~were $14.1~~increased $2.1 million in the three months ended September 30, 2022 as compared to the three months ended September 30, 2021 due primarily to partial settlement of the Company's U.S. Pension Plan liabilities of $1.1 million as well as an unfavorable change in foreign currency of $0.4 million.

Interest Expense. Interest associated with our debt was $2.8 million and $1.6 million for the three months ended September 30, ~~2017~~2022 and ~~2016.~~

~~Interest and Other Expense. Interest, associated with~~2021, respectively. The increase in interest expense primarily related to higher base interest rates on our variable rate debt and ~~other expense was $3.5~~a higher average debt balance during the respective comparative period.

Provision (Benefit) for Income Taxes. An income tax provision of $1.3 million and ~~$4.8~~$2.4 million were recorded for the three months ended September 30, 2022 and 2021, respectively. The period over period change in income tax was primarily attributable to a $5.1 million decrease in pre-tax income versus the prior year period.

Net Income (loss). Net income was $3.6 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 subject2022 compared to ~~valuation allowances in the quarter ended September 30, 2017.~~

~~Net Income.~~ ~~Net income was $4.8 million and $1.1~~$7.5 million for the three months ended September 30, ~~2017 and 2016, respectively.~~2021. The ~~increase~~decrease in net income is ~~attributed~~attributable to the factors noted above.

~~SEGMENT RESULTS~~

~~Table of Contents~~

~~Global Truck and Bus~~ Segment Results

Vehicle Solutions 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 %
Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021

~~Revenues.~~ ~~GTB~~The table below sets forth certain Vehicle Solutions Segment ~~revenues increased $26.0 million, or 27.1%, to $122.0 million~~operating data for the three months ended September 30 ~~2017 from $96.0 million for the three months ended September 30, 2016.~~(dollars are in thousands):


	2022		2021		$ Change		% Change
Revenues	$	154,024	$	117,914	$	36,110	30.6%
Gross profit	13,839		10,143		3,696		36.4%
Selling, general & administrative expenses	4,279		7,222		(2,943)		(40.8)%
Operating income	9,560		2,921		6,639		227.3%

Revenues. The increase in ~~GTB~~Vehicle Solutions Segment revenues primarily resulted ~~from:~~from increased pricing to offset material cost pass-through and favorable volume.

~~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~~attributable to volume leverage, increased pricing and lower health care expense. Included 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 percentagegross profit is cost 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~~which increased ~~$0.2~~$32.4 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%30.1%, as a result of an increase in raw material and purchased component costs of ~~$15.6~~$28.7 million, or 40.5%, and an increase in ~~wages~~labor and ~~benefits~~overhead expenses of $3.7 million, or 10.1%.

As a percentage of revenues, gross profit margin was 9.0% for the three months ended September 30, 2022 compared to 8.6% for the three months ended September 30, 2021.

Table of Contents

Selling, General and Administrative Expenses. SG&A expenses decreased $2.9 million for the three months ended September 30, 2022 compared to the three months ended September 30, 2021, primarily due to lower incentive compensation and health care expense.

~~of $2.5 million and overhead costs of $2.3 million.~~ Warehouse Automation Segment Results

Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021

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


	2022		2021		$ Change		% Change
Revenues	$	14,116	$	51,681	$	(37,565)	(72.7)%
Gross profit	404		9,486		(9,082)		(95.7)%
Selling, general & administrative expenses	1,371		1,461		(90)		(6.2)%
Operating income (loss)	(967)		8,025		(8,992)		(112.0)%

Revenues. The decrease in Warehouse Automation Segment revenues primarily resulted from lower sales volume due to decreased customer demand.

Gross Profit. 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~~lower sales volume. Included in the second half of the year to be at the low end of the previously disclosed range of $3 million to $6 million. Third quarter 2016 results include $0.2 million of costs associated with our ongoing restructuring initiatives. As a percentagegross profit is cost of revenues, ~~gross profit margin~~which decreased ~~to 10.5% for the three months ended September 30, 2017 from 14.4% for the three months ended September 30, 2016.~~

~~Selling, General and Administrative Expenses.~~ ~~GCA Segment selling, general and administrative expenses decreased $0.4~~$28.5 million, or ~~9.3%~~67.5%, ~~to $4.2 million for the three months ended September 30, 2017 from $4.6 million for the three months ended September 30, 2016.~~

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

~~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.~~ Onas a ~~consolidated basis, revenues~~ ~~increased$54.7 million, or~~ ~~10.7%, to~~ ~~$566.9 million~~ ~~for~~ ~~nine months ended September 30, 2017~~ ~~from~~ ~~$512.1 million~~ ~~for~~ ~~nine months ended September 30, 2016. The~~ ~~increase~~ ~~in the consolidated revenue resulted from:~~

result of a ~~$26.9 million, or 27.0%, increase in construction revenues;~~

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

~~a $6.2 million, or 3.2%, increase in other 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 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 increasedecrease in raw material and purchased component costs of ~~$35.0~~$23.9 million, ~~an increase~~or 70.5%, and a decrease in ~~wages~~labor and ~~benefits~~overhead expenses of ~~$7.1~~$4.6 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. or 55.2%.

As a percentage of revenues, gross profit margin was ~~12.2%~~2.9% for the ~~nine~~three months ended September 30, ~~2017~~2022 compared to ~~13.5%~~18.4% for the ~~nine~~three months ended September 30, ~~2016.~~2021. The decrease is due to loss of volume leverage.

Selling, General and Administrative Expenses. ~~Selling, general and administrative~~SG&A expenses decreased ~~$0.9 million, or 2.0%, to $45.6~~$0.1 million for the ~~nine~~three months ended September 30, ~~2017 from $46.5 million for~~2022 compared to the ~~nine~~three months ended September 30, ~~2016.~~ 2021.

Electrical Systems Segment Results

Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021

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~~table below sets forth certain Electric Systems Segment operating data for the ~~nine~~three 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.~~(dollars are in thousands):

~~Interest~~


	2022		2021		$ Change		% Change
Revenues	$	46,129	$	40,085	$	6,044	15.1%
Gross profit	6,210		6,633		(423)		(6.4)
Selling, general & administrative expenses	1,055		1,718		(663)		(38.6)
Operating income	5,155		4,915		240		4.9

Revenues. The increase in Electric Systems Segment revenues primarily resulted from increased pricing to offset material cost pass-through 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.new business wins.

~~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.~~ Gross Profit. The decrease in ~~net income~~gross profit is ~~attributed~~primarily attributable 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~~cost of revenues, which increased ~~$19.4~~$6.5 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%, increase in OEM North American MD/HD Truck revenues; and~~

~~a $4.2 million, or 3.5%, 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 $5.3 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%19.3%, as a result of an increase in raw material and purchased component costs of ~~$12.1~~$5.3 million, or 29.7%, and an increase in ~~wages~~labor and ~~benefits~~overhead expenses of ~~$2.3~~$1.2 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 7.4%.

As a percentage of revenues, gross profit margin was ~~14.0%~~13.5% for the ~~nine~~three months ended September 30, ~~2017~~2022 compared to ~~13.3%~~16.5% for the ~~nine~~three months ended September 30, ~~2016.~~2021. The decrease in gross profit margin is primarily due to global supply chain and market disruptions which have resulted in increased labor costs, raw material inflation, and freight cost increases.

Selling, General and Administrative ~~Expenses.~~ ~~GTB Segment selling, general and administrative~~Expenses. SG&A expenses decreased ~~$0.8 million, or 4.5%, to $16.7~~$0.7 million for the ~~nine~~three months ended September 30, ~~2017 from $17.5 million for~~2022 compared to the ~~nine~~three months ended September 30, ~~2016.~~

2021.

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~~Global Construction and Agriculture~~Aftermarket & Accessories Segment Results

Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021

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~~The table below sets forth certain Aftermarket & Accessories Segment ~~revenues increased $37.6 million, or 19.4%, to $231.2 million~~operating data for the ~~nine~~three months ended September 30 ~~2017 from $193.7 million for the nine months ended September 30, 2016.~~(dollars are in thousands):


	2022		2021		$ Change		% Change
Revenues	$	37,143	$	29,930	$	7,213	24.1%
Gross profit	6,389		3,885		2,504		64.5
Selling, general & administrative expenses	1,436		1,536		(100)		(6.5)
Operating income	4,953		2,349		2,604		110.9

Revenues. The increase in ~~GCA~~Aftermarket & Accessories Segment revenues resulted from increased sales volume and pricing to offset material cost pass-through.

Gross Profit. The increase in gross profit is ~~resulted from:~~

~~a $24.8~~primarily attributable to the increase in sales volume and pricing. Included in gross profit is cost of revenues, which increased $4.7 million, or ~~26.5%, increase in OEM construction revenues; and~~

~~a $12.8 million, or 12.8%, increase in other revenues.~~

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

~~Gross Profit.~~ GCA Segment gross profit decreased $5.0 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%18.1%, as a result of an increase in raw material and purchased component costs of ~~$25.3~~$2.0 million, or 11.7%, and an increase in ~~wages~~labor and ~~benefits~~overhead expenses of ~~$4.8~~$2.7 million, or 29.7%.

As a percentage of revenues, gross profit margin was 17.2% for the three months ended September 30, 2022 compared to 13.0% for the three months ended September 30, 2021. The increase in gross profit margin is primarily due to increased pricing to offset material cost pass-through. The three months ended September 30, 2022 results include charges of $0.4 million associated with the restructuring program.

Selling, General and Administrative Expenses. SG&A expenses decreased $0.1 million for the three months ended September 30, 2022 compared to the three months ended September 30, 2021.

Consolidated Results of Operations

Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

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


	2022		2021		$ Change		% Change
Revenues	$	746,635	$	742,673	$	3,962	0.5%

Gross profit	74,104		95,633		(21,529)		(22.5)%
Selling, general and administrative expenses	49,955		52,529		(2,574)		(4.9)%
Other (income) expense	2,798		(1,127)		3,925		NM 1
Interest expense	6,892		9,489		(2,597)		(27.4)%
Loss on extinguishment of debt	921		7,155		(6,234)		(87.1)%
Provision for income taxes	3,520		6,491		(2,971)		(45.8)%
Net income	10,018		21,096		(11,078)		(52.5)%

1.Not meaningful

Revenues. The increase in consolidated revenues resulted from:

•a $43.1 million, or 9.6%, increase in OEM;

•a $73.6 million, or 48.9%, decrease in warehouse automation revenues;

•a $14.1 million, or 10.4%, increase in aftermarket and OES revenues; and

•a $20.3 million, or 288.2% increase in other revenues.

Table of Contents

Nine months ended 2022 revenues were unfavorably impacted by foreign currency exchange translation of $12.4 million, which is reflected in the change in revenues above. The increase in revenues is primarily driven by increased pricing to offset material cost increases and volume, offset by volume decreases in Warehouse Automation.

Gross Profit. The $21.5 million decrease in gross profit is primarily attributable to the decrease in warehouse automation revenues and the cost of revenues, which increased $25.5 million, or 3.9%, as a result of an increase in raw material and purchased component costs of $13.9 million, or 3.2%, and an increase in labor and overhead expenses of $11.6 million, or 5.4%. As a percentage of revenues, gross profit margin was 9.9% for the nine months ended September 30, 2022 compared to 12.9% for the nine months ended September 30, 2021. The nine months ended September 30, 2022 results include charges of $3.0 million associated with the restructuring program.

Selling, General and Administrative Expenses. SG&A expenses decreased $2.6 million compared to the nine months ended September 30, 2021, primarily due to lower incentive compensation and health care expense. As a percentage of revenues, SG&A expense was 6.7% for the nine months ended September 30, 2022 compared to 7.1% for the nine months ended September 30, 2021.

Other (Income) Expense. Other expenses increased $3.9 million in the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021 due primarily to partial settlement of the Company's U.S. Pension Plan liabilities of $1.1 million as well as an unfavorable change in foreign currency of $1.3 million.

Interest Expense. Interest associated with our debt was $6.9 million and $9.5 million for the nine months ended September 30, 2022 and 2021, respectively. The decrease in ~~overhead~~interest expense primarily related to lower rates, partially offset by a higher average debt balance during the respective comparative periods.

Loss on extinguishment of debt. On May 12, 2022, the Company refinanced its long-term debt, which resulted in a loss of $0.9 million, including a $0.6 million non-cash write off relating to deferred financing costs of ~~$12.5 million.~~ the Term loan facility due 2026 and $0.3 million of other associated fees. During the nine months ended September 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 repayment premium of $3.0 million and $0.5 million of other associated fees.

Provision (Benefit) for Income Taxes. An income tax provision of $3.5 million and $6.5 million were recorded for the nine months ended September 30, 2022 and 2021, respectively. The period over period change in income tax was primarily attributable to the $14.0 million decrease in pre-tax income versus the prior year period.

Net Income (loss). Net income was $10.0 million for the nine months ended September 30, 2022 compared to $21.1 million for the nine months ended September 30, 2021. The decrease in net income is attributable to the factors noted above.

Segment Results

Vehicle Solutions Segment Results

Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

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


	2022		2021		$ Change		% Change
Revenues	$	436,966	$	372,487	$	64,479	17.3%
Gross profit	35,657		38,914		(3,257)		(8.4)%
Selling, general & administrative expenses	18,269		20,269		(2,000)		(9.9)%

Operating income	17,388		18,645		(1,257)		(6.7)%

Table of Contents

Revenues. The increase in Vehicle Solutions Segment revenues primarily resulted from increased pricing to offset material cost pass-through and new business wins offset by lower shipments caused by the COVID shutdown in China.

Gross Profit. The decrease in gross profit was primarily attributable to cost of revenues, which increased $67.7 million, or 20.3%, as a result of an increase in raw material and purchased component costs of $55.4 million, or 25.1%, and an increase in labor and overhead expenses of $12.3 million, or 10.9%.

As a percentage of revenues, gross profit margin was 8.2% for the nine months ended September 30, 2022 compared to 10.4% for the nine months ended September 30, 2021. The decrease in gross profit margin is primarily due to global supply chain and market disruptions which have resulted in increased labor costs, raw material inflation, and freight cost increases. The nine months ended September 30, 2022 results include charges of $0.2 million associated with the restructuring program.

Selling, General and Administrative Expenses. SG&A expenses decreased $2.0 million for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021, primarily due to lower incentive compensation and healthcare expense.

Warehouse Automation Segment Results

Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

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


	2022		2021		$ Change		% Change
Revenues	$	76,789	$	150,378	$	(73,589)	(48.9)%
Gross profit	8,249		24,612		(16,363)		(66.5)%
Selling, general & administrative expenses	4,242		4,199		43		1.0%

Operating income	4,007		20,413		(16,406)		(80.4)%

Revenues. The decrease in Warehouse Automation Segment revenues resulted from lower sales volume due to decreased customer demand.

Gross Profit. The decrease in gross profit is primarily attributable to the ~~NA Footprint Adjustment~~decrease in sales volume. Included in gross profit is cost of revenues, which decreased $57.2 million, or 45.5%, as a result of a decrease in raw material and ~~to rising commodity prices. The adverse impact~~purchased component costs of ~~the NA Footprint Adjustment on the results for the nine months ended September 30, 2017 was approximately $10 million; we expect the impact~~$47.9 million, or 47.4%, and a decrease in ~~the second half~~labor and overhead expenses of ~~the year to be at the low end of the previously disclosed range of $3~~$9.3 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 37.6%.

As a percentage of revenues, gross profit margin ~~decreased to 9.6%~~was 10.7% for the nine months ended September 30, ~~2017 from 14.0%~~2022 compared to 16.4% for the nine months ended September 30, ~~2016.~~2021. The nine months ended September 30, 2022 results include charges of $0.8 million associated with the restructuring program.

Selling, General and Administrative ~~Expenses.~~ ~~GCA~~Expenses. SG&A expenses were flat year over year.

Electrical Systems Segment ~~selling, general~~Results

Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

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


	2022		2021		$ Change		% Change
Revenues	$	133,350	$	130,742	$	2,608	2.0%
Gross profit	16,857		17,545		(688)		(3.9)%
Selling, general & administrative expenses	3,998		4,646		(648)		(13.9)%

Operating income	12,859		12,899		(40)		(0.3)%

Revenues. The increase in Electrical Systems Segment revenues resulted from increased pricing to offset material cost pass-through, and ~~administrative~~new business wins.

Table of Contents

Gross Profit. The decrease in gross profit is primarily attributable to the cost of revenues, which increased $3.3 million, or 2.9%, as a result of an increase in raw material and purchased component costs of $0.9 million, or 1.4%, and an increase in labor and overhead expenses of $2.4 million, or 4.8%.

As a percentage of revenues, gross profit margin was 12.6% for the nine months ended September 30, 2022 compared to 13.4% for the nine months ended September 30, 2021. The decrease is primarily due to supply chain and semi-conductor chip shortages at our customer plants, and the disruption caused by the war in the Ukraine. The nine months ended September 30, 2022 results include charges of $0.6 million associated with the restructuring program.

Selling, General and Administrative Expenses. SG&A expenses decreased ~~$1.2 million, or 8.9%, to $12.6~~$0.7 million for the nine months ended September 30, ~~2017~~2022 compared to the nine months ended September 30, 2021, consistent with the prior year amount on a percent of sales basis.

Aftermarket & Accessories Segment Results

Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

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


	2022		2021		$ Change		% Change
Revenues	$	99,530	$	89,066	$	10,464	11.7%
Gross profit	13,341		14,605		(1,264)		(8.7)%
Selling, general & administrative expenses	4,636		4,407		229		5.2%

Operating income (loss)	8,705		10,198		(1,493)		(14.6)%

Revenues. The increase in Aftermarket & Accessories Segment revenues resulted from ~~$13.9~~increased sales volume and pricing to offset material cost pass-through.

Gross Profit. The decrease in gross profit is primarily attributable to cost of revenues, which increased $11.7 million, or 15.8%, as a result of an increase in raw material and purchased component costs of $5.5 million, or 11.5%, and an increase in labor and overhead expenses of $6.2 million, or 23.4%.

As a percentage of revenues, gross profit margin was 13.4% for the nine months ended September 30, 2022 compared to 16.4% for the nine months ended September 30, 2021. The decrease in gross profit margin is primarily due to global supply chain and market disruptions which have resulted in increased labor costs, raw material inflation, and freight cost increases. The nine months ended September 30, 2022 results include charges of $1.4 million associated with the restructuring program.

Selling, General and Administrative Expenses. SG&A expenses increased $0.2 million for the nine months ended September 30, ~~2016 reflecting a continuing focus on cost discipline.~~

~~Liquidity and Capital Resources~~

~~Cash Flows~~

~~Our primary sources of liquidity during~~2022 compared to the nine months ended September 30, ~~2017~~ 2021, consistent with the prior year amount on a percent of sales basis.

Liquidity and Capital Resources

As of September 30, 2022, the Company had $11.6 million of outstanding borrowings under its revolving credit facility, $38.7 million of cash and $137.2 million of availability under the revolving credit facility, resulting in total liquidity of $175.9 million.

Our primary sources of liquidity as of September 30, 2022 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~~

As of September 30, ~~2017.~~

~~For the nine months ended~~2022, cash of $35.0 million was held by foreign subsidiaries. The Company had a $0.5 million deferred tax liability as of September 30, ~~2017, net cash used in operations was $2.3 million compared to net cash provided by operations of $50.2 million~~2022 for the ~~nine months ended September 30, 2016. Net~~expected future income tax implications of repatriating cash ~~used in operations~~from the foreign subsidiaries 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.~~which no indefinite reinvestment assertion has been made.

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, cash held by 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.

~~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

On May 12, 2022, the Company entered into an amendment to increase its existing senior secured credit facilities to $325 million from $275 million consisting of a $175 million Term Loan A and a $150 million Revolving Credit Facility. The amendment provides the Company with additional capital flexibility to execute upon its transformation and growth initiatives. As part of the amended terms of the agreement, the maturity date of the Senior Secured Credit Facilities has been extended by twelve months to May 12, 2027, the interest rate decreased by 50 bps at various leverage ratios based on SOFR, and the maximum consolidated total leverage ratio increased from 3.25x to 3.75x until December 31, 2022 with a quarterly step down of 25 bps to 3.00x leverage by September 30, 2023 and remain at this level thereafter. Further, separate from the Company’s annual $35 million capital spending cap, a one-time $45 million capital project basket was included in the amendment. All other key provisions, including the $75 million accordion, acquisition holiday, and other baskets remain unchanged.

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, of our Condensed Consolidated Financial Statements 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~~able to comply with our financial ~~covenants,~~covenants.

Sources and ~~there~~Uses of Cash


	September 30, 2022		September 30, 2021
	(In thousands)
Net cash provided by (used in) operating activities	$	33,794	$	(20,889)
Net cash used in investing activities	(12,525)		(11,399)
Net cash provided by (used in) financing activities	(13,031)		16,073
Effect of currency exchange rate changes on cash	(4,483)		(685)
Net increase (decrease) in cash	$	3,755	$	(16,900)

Operating activities. For the nine months ended September 30, 2022, net cash provided by operating activities was $33.8 million compared to net cash used in operating activities of $20.9 million for the nine months ended September 30, 2021. Net cash provided by operating activities is ~~no assurance that~~primarily attributable to a decrease in working capital for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021.

Investing activities. For the nine months ended September 30, 2022, net cash used in investing activities was $12.5 million compared to $11.4 million for the nine months ended September 30, 2021. In 2022, we ~~would~~expect capital expenditures to be ~~able~~approximately $22 million.

Financing activities. For the nine months ended September 30, 2022, net cash used in financing activities was $13.0 million compared to ~~comply~~net cash provided by financing activities of $16.1 million for the nine months ended September 30, 2021. Net cash used in financing activities for the nine months ended September 30, 2022 is primarily attributable to $11.3 million of net repayments under our credit facilities. Net cash provided by financing activities for the nine months ended September 30, 2021 is attributable to $26.8 million of borrowings, offset by $5.4 million of costs attributed to debt amendment and extinguishment completed during the nine months ended September 30, 2021 and a $5.0 million Contingent Consideration payment.

Debt and Credit Facilities

The debt and credit facilities descriptions in Note 4, Debt of our Condensed Consolidated Financial Statements are incorporated in this section by reference.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in conformity with ~~such financial covenants. If we do not comply with the financial and other covenants~~accounting principles generally accepted in the ~~TLS Agreement and~~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 2021 Form 10-K.

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Critical accounting estimates are those that are most important to the ~~Third ARLS Agreement, and we are unable to obtain necessary waivers or amendments from the lenders, we would be in default~~portrayal 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~~results. These estimates require management's most difficult, subjective, or complex judgments, often as a result of the ~~Third ARLS Agreement, we will~~ need to ~~meet~~estimate matters that are inherently uncertain. We review the development, selection, and disclosure of 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~~critical accounting estimates with the ~~financial and other covenants~~Audit Committee of our board of directors. For information about critical accounting estimates, see Critical Accounting Estimates in the TLS Agreement and the Third ARLS Agreement, the lenders could declare an event of default under the TLS Agreement and the Third ARLS Agreement, and our indebtedness thereunder could be declared immediately due and payable. The TLS Agreement and the Third ARLS Agreement contain cross default provisions. Any of these events would have a material adverse effect on our business, financial condition and liquidity.

We believe that cash on hand, cash flow from operating activities together with available borrowings under the Third ARLS Agreement will be sufficient to fund anticipated working capital, capital spending, certain strategic initiatives, and debt service requirements for at least the next 12 months. Additionally, the Company has the ability under the Term Loan Facility to increase borrowings by an additional $20 million, or more if certain total leverage ratio requirements are met. No assurance can be given, however, that this will be the case.

~~Forward-Looking Statements~~

~~All statements, other than statements of historical fact included in this Form 10-Q, including without limitation the statements under “Management’s~~"Item 7. Management's Discussion and Analysis of Financial Condition and Results of ~~Operations” are, or may be deemed to be, forward-looking statements which speak only as of the date the statements were made. When used~~Operations" in ~~this~~our 2021 Form 10-Q, the words “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. Such forward-looking statements may include forward-looking statements about our expectations for future periods with respect10-K. At September 30, 2022, there have been no material changes 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 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. Actual results may differ materiallycritical accounting estimates from the anticipated results because of certain risks and uncertainties, including but not limited to: (i) general economic or business conditions affecting the markets in which the Company serves; (ii) the Company's ability to develop or successfully introduce new products; (iii) risks associated with conducting business in foreign countries and currencies; (iv) increased competition in the heavy-duty truck, medium-duty truck, construction, aftermarket, military, bus, agriculture 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) the loss of business from a major customer or the discontinuation of particular commercial vehicle platforms; (viii) security breaches and other disruptions to our information systems and our business; (ix) the Company’s ability to obtain future financing due to changes in the lending markets or its financial position; (x) the Company’s ability to comply with the financial covenants in its revolving credit facility 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

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~~benefits of its cost reduction and strategic initiatives; (xiii) a material weakness~~those disclosed in our internal control over financial reporting which could, if not remediated, result in material misstatements in our financial statements; (xiv) volatility and cyclicality in the commercial vehicle market adversely affecting us; (xv) the geographic profile of our taxable income and changes in valuation of our deferred tax assets and liabilities impacting our effective tax rate; (xvi) changes to domestic manufacturing initiatives impacting our effective tax rate 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; and (xviii) various other risks as outlined under the heading "Risk Factors" in the Company's Annual Report on2021 Form 10-K for fiscal year ending December 31, 2016 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. There can be no assurance that statements made in this press release 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.10-K.

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 2021 Form 10-K. As of September 30, 2022, 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~~2021 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, 2022. 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, 2022 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 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.

Changes in Internal Control over Financial Reporting.There were no changes during the quarter ended September 30, 2022 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.

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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, the risk factors ~~as disclosed~~discussed in ~~Item 1A.~~ "Risk Factors" and other risks discussed in our ~~2016~~2021 Form 10-K and our ~~Quarterly Report~~filings with the SEC since December 31, 2021. 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.

We face risks related to heightened inflation, recession, financial and credit market disruptions and other economic conditions

Our financial results, operations and prospects depend significantly on ~~Form 10-Q~~worldwide economic and geopolitical conditions, the demand for our products, and the ~~quarter ended September 30, 2017.~~financial condition of our customers and suppliers. Economic weakness and geopolitical uncertainty have in the past resulted, and may result in the future, in reduced demand for products resulting in decreased sales, margins and earnings. In 2022, the countries in which we operate experienced significantly heightened inflationary pressures which we expect to continue into 2023. We may not be able to fully mitigate the impact of inflation through price increases, productivity initiatives and cost savings, which could have an adverse effect on our results of operations. In addition, if the U.S. economy enters a recession, we may experience sales declines which could have an adverse effect on our business, operating results and financial condition.

Similarly, disruptions in financial and/or credit markets may impact our ability to manage normal commercial relationships with our customers, suppliers and creditors. Further, in the event of a recession or threat of a recession, our customers and suppliers may suffer their own financial and economic challenges and as a result they may demand pricing accommodations, delay payment, or become insolvent, which could harm our ability to meet our customer demands or collect revenue or otherwise could harm our business. An economic or credit crisis could occur and impair credit availability and our ability to raise capital when needed. A disruption in the financial markets could impair our banking or other business partners, on whom we rely for access to capital. In addition, changes in tax or interest rates in the U.S. or other nations, whether due to recession, economic disruptions or other reasons, could have an adverse effect on our operating results.

Economic weakness and geopolitical uncertainty may also lead us to impair assets, take restructuring actions or adjust our operating strategy and reduce expenses in response to decreased sales or margins. We may not be able to adequately adjust our cost structure in a timely fashion, which could have an adverse effect on our operating results and financial condition. Uncertainty about economic conditions may increase foreign currency volatility in markets in which we transact business, which could have an adverse effect on our operating results.

~~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~~2022 that were not registered under the Securities Act of 1933, as amended.

Forward-Looking Statements

This Quarter Report on Form 10-Q contains forward-looking statements 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, including without limitation, certain statements under “Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” and located elsewhere herein regarding industry outlook, the Company’s expectations for future periods with respect to its plans to improve financial results, the future of the Company’s end markets, including the short-term and long-term impact of the COVID-19 pandemic on

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our business and the global supply chain, changes in the Class 8 and Class 5-7 North America truck build rates, performance of the global construction equipment business, the Company’s prospects in the wire harness, warehouse automation and electric vehicle markets, the Company’s initiatives to address customer needs, organic growth, the Company’s strategic plans and plans to focus on certain segments, competition faced by the Company, volatility in and disruption to the global economic environment, including inflation and labor shortages, 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. Without limiting the foregoing, the words “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 represent management’s current expectations and are inherently uncertain. Investors are warned that actual results may differ from management’s expectations. Additionally, various economic and competitive factors could cause actual results to differ materially from those discussed in such forward-looking statements, including, but not limited to, factors which are outside our control.

Any forward-looking statement that we make in this report speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statement or to publicly announce the results of any revision to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.

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

Not applicable.

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

Not applicable.

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

Not ~~applicable.~~applicable

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~~Item 6. Exhibits:~~

ITEM 6 Exhibits



10.1		~~Contract for Purchase and Sale of Real Property between Mayflower Vehicle Systems, LLC and Warren Distribution, Inc.~~Andy Cheung Offer Letter dated ~~July 24, 2017.~~September 8, 2022 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 14, 2022)
10.2		Separation Agreement and General Release between the Company and Christopher Bohnert dated September 13, 2022.
31.1		302 Certification by Harold C. Bevis, President and Chief Executive Officer.
31.2		302 Certification by ~~Patrick E. Miller,~~Andy Cheung, 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

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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, 2022

~~COMMERCIAL VEHICLE GROUP, INC.~~

~~Date:~~

~~November 6, 2017~~

~~By:~~By

/s/ ~~C. Timothy Trenary~~Andy Cheung

~~C. Timothy Trenary~~Chung Kin Cheung ("Andy Cheung")

Chief Financial Officer

(Principal Financial Officer)

Date:

November ~~6, 2017~~2, 2022

~~By:~~By

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

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

Chief Accounting Officer

(Principal Accounting Officer)



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)


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




PART I FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS		1
~~CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)~~Condensed Consolidated Statements of Operations		1
~~CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)~~Condensed Consolidated Statements of Comprehensive Income		2
~~CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)~~Condensed Consolidated Balance Sheets		3
~~CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)~~Condensed Consolidated Statements of Cash Flows		4
~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)~~Condensed Consolidated Statements of Stockholders’ Equity		5
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~Notes to Condensed Consolidated Financial Statements		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		3031
ITEM 4 – CONTROLS AND PROCEDURES		3031

PART II OTHER INFORMATION		32

~~Part II OTHER ITEMS~~		31

ITEM 1 Legal Proceedings	3132
ITEM 1A Risk Factors		3132
ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds		3132
ITEM 3 Defaults Upon Senior Securities		3133
ITEM 4 Mine Safety Disclosures		3133
ITEM 5 Other Information		3133
ITEM 6 Exhibits		3233

SIGNATURE		3334



	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


	September 30, 2022		December 31, 2021
	(Unaudited)
	(In thousands, except per share amounts)
ASSETS
Current Assets:
Cash	$	38,713	$	34,958
Accounts receivable, net of allowances of $343 and $243, respectively	178,340		174,472
Inventories	150,347		141,045

Other current assets	15,788		20,201
Total current assets	383,188		370,676
Property, plant and equipment, net	64,755		63,126
Intangible assets, net	15,468		18,283
Deferred income taxes	24,381		24,108
Other assets, net	33,658		31,500
Total assets	$	521,450	$	507,693
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	121,350	$	101,915

Accrued liabilities and other	48,446		50,840
Current portion of long-term debt	9,844		9,375
Total current liabilities	179,640		162,130
Long-term debt	174,490		185,581

Pension and other post-retirement benefits	7,704		9,905
Other long-term liabilities	23,855		23,424
Total liabilities	385,689		381,040
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; 32,551,341 and 32,034,592 shares issued and outstanding respectively)	326		321
Treasury stock, at cost: 1,842,407 and 1,708,981 shares, respectively	(14,138)		(13,172)
Additional paid-in capital	260,210		255,566
Retained deficit	(63,606)		(73,624)
Accumulated other comprehensive loss	(47,031)		(42,438)
Total stockholders’ equity	135,761		126,653
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	521,450	$	507,693



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



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



		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


																		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)
	(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 expense																	Share-based compensation expense	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	6	—		—			1,842		—			—			1,842		Share-based compensation expense	187,904	1		(73)		2,201		—		—		2,129
Total comprehensive income	—	—		—			—		5,523			3,379			8,902		Total comprehensive income	—	—		—		—		5,095		1,798		6,893
BALANCE - September 30, 2017	29,877	$	299	$	(7,753	)	$	239,209	$	(107,855	)	$	(45,466	)	$	78,434
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																	Share-based compensation expense	—	—		—		1,863		—		—		1,863
Total comprehensive income (loss)																	Total comprehensive income (loss)	—	—		—		—		7,511		(353)		7,158
Balance - September 30, 2021																	Balance - September 30, 2021	31,569,749	$	316	$	(11,966)	$	254,341	$	(76,260)	$	(45,773)	$	120,658

Balance - December 31, 2021																	Balance - December 31, 2021	32,034,592	$	321	$	(13,172)	$	255,566	$	(73,624)	$	(42,438)	$	126,653
Share-based compensation expense																	Share-based compensation expense	122,618	1		(464)		1,117		—		—		654
Total comprehensive income																	Total comprehensive income	—	—		—		—		3,982		3,112		7,094
Balance - March 31, 2022																	Balance - March 31, 2022	32,157,210	$	322	$	(13,636)	$	256,683	$	(69,642)	$	(39,326)	$	134,401
Share-based compensation expense																	Share-based compensation expense	290,558	3		(448)		1,701		—		—		1,256
Total comprehensive income (loss)																	Total comprehensive income (loss)	—	—		—		—		2,485		(4,688)		(2,203)
Balance - June 30, 2022																	Balance - June 30, 2022	32,447,768	$	325	$	(14,084)	$	258,384	$	(67,157)	$	(44,014)	$	133,454
Share-based compensation expense																	Share-based compensation expense	103,573	1		(54)		1,826		—		—		1,773
Total comprehensive income																	Total comprehensive income	—	—		—		—		3,551		(3,017)		534
Balance - September 30, 2022																	Balance - September 30, 2022	32,551,341	$	326	$	(14,138)	$	260,210	$	(63,606)	$	(47,031)	$	135,761


Pricing Tier	Consolidated Total Leverage Ratio	Commitment Fee	Letter of Credit Fee	Term SOFR Loans	Base Rate Loans
I	> 3.50 to 1.00	0.35%	2.75%	2.75%	1.75%
II	< 3.50 to 1.00 but > 2.75 to 1.00	0.30%	2.50%	2.50%	1.50%
III	< 2.75 to 1.00 but > 2.00 to 1.00	0.25%	2.25%	2.25%	1.25%
IV	< 2.00 to 1.00 but > 1.50 to 1.00	0.20%	2.00%	2.00%	1.00%
V	< 1.50 to 1.00	0.15%	1.75%	1.75%	0.75%


		September 30, 2022						December 31, 2021
	Weighted- Average Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trademarks/tradenames	22 years	$	11,447	$	(5,268)	$	6,179	$	11,573	$	(5,043)	$	6,530
Customer relationships	15 years	14,243		(8,918)		5,325		14,770		(8,499)		6,271
Technical know-how	5 years	9,790		(5,955)		3,835		9,790		(4,487)		5,303
Covenant not to compete	5 years	330		(201)		129		330		(151)		179
		$	35,810	$	(20,342)	$	15,468	$	36,463	$	(18,180)	$	18,283


	Amount
Contingent Consideration liability balance at December 31, 2021	$	4,409
Change in fair value	341

Contingent Consideration liability balance at September 30, 2022	$	4,750


	September 30, 2022				December 31, 2021
	U.S. $ Equivalent		U.S. $ Equivalent Fair Value		U.S. $ Equivalent		U.S. $ Equivalent Fair Value
Commitments to buy or sell currencies	$	12,640	$	12,863	$	49,601	$	48,712


	Derivative Asset
	Balance Sheet Location	Fair Value
		September 30, 2022		December 31, 2021

Foreign exchange contracts	Other current assets	$	981	$	1,375
Interest rate swap agreement	Other current assets	$	389	$	—
Interest rate swap agreement	Other assets, net	$	1,555	$	—
Interest rate swap agreement	Accrued liabilities and other	$	—	$	241


	Derivative Liability
	Balance Sheet Location	Fair Value
		September 30, 2022		December 31, 2021
Foreign exchange contracts	Accrued liabilities and other	$	134	$	—

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


	September 30, 2022				December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Term loan and security agreement 1	$	172,746	$	161,081	$	145,556	$	142,265
Revolving credit facility 1	$	11,588	$	11,588	$	49,400	$	49,400


	Balance Sheet Location	September 30, 2022		December 31, 2021
Operating Leases
Right-of-use assets, net	Other assets, net	$	26,807	$	26,116

Current liabilities	Accrued liabilities and other	7,172		9,048
Non-current liabilities	Other long-term liabilities	20,198		18,519
Total operating lease liabilities		$	27,370	$	27,567

Finance Leases
Right-of-use assets, net	Other assets, net	$	290	$	468

Current liabilities	Accrued liabilities and other	129		194
Non-current liabilities	Other long-term liabilities	166		272
Total finance lease liabilities		$	295	$	466


	Operating		Financing		Total
Remainder of 2022	$	2,412	$	40	$	2,452
2023	8,554		146		8,700
2024	4,835		104		4,939
2025	5,044		65		5,109
2026	4,465		2		4,467
Thereafter	10,861		—		10,861
Total lease payments	$	36,171	$	357	$	36,528
Less: Imputed interest	(8,801)		(62)		(8,863)
Present value of lease liabilities	$	27,370	$	295	$	27,665



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	)