UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


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

For the quarterly period ended March 31, ~~2023~~2024


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

For the transition period from to

Commission file number 001-34365

COMMERCIAL VEHICLE GROUP, INC.

(Exact name of Registrant as specified in its charter)


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

(614) 289-5360

(Registrant’s telephone number, including area code)

Not Applicable

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CVGI	The NASDAQ Global Select Market

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

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

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

☐

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

The number of shares outstanding of the Registrant’s common stock, par value $.01 per share, at May ~~2, 2023~~6, 2024 was ~~33,473,336~~34,377,823 shares.

Table of Contents

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q



PART I FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS			1
Condensed Consolidated Statements of Operations			1
Condensed Consolidated Statements of Comprehensive Income (Loss)			2
Condensed Consolidated Balance Sheets			3
Condensed Consolidated Statements of Cash Flows			4
Condensed Consolidated Statements of Stockholders’ Equity			5
Notes to Condensed Consolidated Financial Statements			6
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			1918
ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			2423
ITEM 4 – CONTROLS AND PROCEDURES			2423

PART II OTHER INFORMATION			25

ITEM 1 Legal Proceedings			25
ITEM 1A Risk Factors			25
ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds			25
ITEM 3 Defaults Upon Senior Securities			25
ITEM 4 Mine Safety Disclosures			25
ITEM 5 Other Information			25
ITEM 6 Exhibits			2625

SIGNATURE			2726

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

2023

2022

(Unaudited)
(In thousands, except per share amounts)

Revenues

262,709

244,374

Cost of revenues

227,500

218,991

Cost of revenues

Gross profit

35,209

25,383

Gross profit

Selling, general and administrative expenses

20,565

16,999

Operating income

14,644

8,384

Other (income) expense

(202)

1,041

Operating income

Other expense (income)

Interest expense

2,890

1,961

Interest expense

Income before provision for income taxes

11,956

5,382

Income before provision for income taxes

Provision for income taxes

3,256

1,400

Net income

8,700

3,982

Net income

Earnings per Common Share:

Basic

0.26

0.12

Basic

Diluted

0.26

0.12

Weighted average shares outstanding:

Basic

32,868

32,065

Diluted

33,182

32,685

Diluted

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

Table of Contents

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended March 31,

2023

2022

(Unaudited)
(In thousands)

Net income

8,700

3,982

Other comprehensive income (loss):

Foreign currency exchange translation adjustments

2,557

327

Minimum pension liability, net of tax

140

(29)

Derivative instrument, net of tax

1,343

2,814

Other comprehensive income

4,040

3,112

Minimum pension liability, net of tax

Derivative instruments, net of tax

Other comprehensive income (loss)

Comprehensive income

12,740

7,094

Comprehensive income

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

Table of Contents

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


	March 31, 2024						March 31, 2024	December 31, 2023
	(Unaudited)
		March 31, 2023		December 31, 2022
		(Unaudited)
		(In thousands, except per share amounts)				(In thousands, except share and per share amounts)
ASSETS	ASSETS					ASSETS
Current Assets:	Current Assets:
Cash	Cash	$	41,484	$	31,825
Accounts receivable, net of allowances of $192 and $306, respectively		171,878		152,626
Cash
Cash
Accounts receivable, net of allowances of $225 and $208, respectively
Inventories	Inventories	139,553		142,542

Other current assets	Other current assets	20,112		12,582
Other current assets
Other current assets
Total current assets	Total current assets	373,027		339,575
Property, plant and equipment, net	Property, plant and equipment, net	68,939		67,805

Intangible assets, net	Intangible assets, net	13,791		14,620
Deferred income taxes	Deferred income taxes	10,996		12,275
Other assets, net	Other assets, net	31,087		35,993
Total assets	Total assets	$	497,840	$	470,268
LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:	Current liabilities:
Accounts payable	Accounts payable	$	119,057	$	122,091
Accounts payable
Accounts payable

Accrued liabilities and other
Accrued liabilities and other
Accrued liabilities and other	Accrued liabilities and other	47,340		42,809
Current portion of long-term debt and short-term debt	Current portion of long-term debt and short-term debt	16,399		10,938
Total current liabilities	Total current liabilities	182,796		175,838
Long-term debt	Long-term debt	149,221		141,499

Pension and other post-retirement benefits	Pension and other post-retirement benefits	8,470		8,428
Pension and other post-retirement benefits
Pension and other post-retirement benefits
Other long-term liabilities	Other long-term liabilities	23,564		24,463
Total liabilities	Total liabilities	364,051		350,228
Stockholders’ equity:	Stockholders’ equity:
Preferred stock, $0.01 par value (5,000,000 shares authorized; no shares issued and outstanding)	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; 32,991,468 and 32,826,852 shares issued and outstanding respectively)		330		328
Treasury stock, at cost: 2,009,162 and 1,899,996 shares, respectively		(15,278)		(14,514)
Preferred stock, $0.01 par value (5,000,000 shares authorized; no shares issued and outstanding)
Preferred stock, $0.01 par value (5,000,000 shares authorized; no shares issued and outstanding)
Common stock, $0.01 par value (60,000,000 shares authorized; 33,325,973 and 33,322,535 shares issued and outstanding respectively)
Treasury stock, at cost: 2,136,635 and 2,134,604 shares, respectively
Additional paid-in capital	Additional paid-in capital	263,142		261,371
Retained deficit	Retained deficit	(86,895)		(95,595)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(27,510)		(31,550)
Total stockholders’ equity	Total stockholders’ equity	133,789		120,040
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	497,840	$	470,268

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

Table of Contents

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,
2023 2022
(Unaudited)
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 8,700 $ 3,982
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization 4,262 4,432
Noncash amortization of debt financing costs 76 113
Pension cash reversion 2,942 —
Shared-based compensation expense 1,771 1,117
Deferred income taxes (467) 532
Non-cash loss (income) on derivative contracts (658) 599
Change in other operating items:
Accounts receivable (18,429) (36,212)
Inventories 3,594 (17,502)
Prepaid expenses (2,694) (2,599)
Accounts payable (4,340) 27,998
Other operating activities, net 5,301 (3,858)
Net cash (used in) provided by operating activities 58 (21,398)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (3,321) (3,590)
Net cash used in investing activities (3,321) (3,590)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of term loan facility (2,188) (1,875)
Borrowing under revolving credit facility 11,000 55,200
Repayment of revolving credit facility — (24,400)
Surrender of common stock by employees (764) (464)
Other financing activities 4,329 (55)
Net cash provided by financing activities 12,377 28,406
EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH 545 (168)
NET INCREASE IN CASH 9,659 3,250
CASH:
Beginning of period 31,825 34,958
End of period $ 41,484 $ 38,208


	Three Months Ended March 31,
	2024		2023
	(Unaudited)
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	2,939	$	8,700
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization	4,472		4,262

Noncash amortization of debt financing costs	76		76
Pension cash reversion	—		2,942


Share-based compensation expense	664		1,771
Deferred income taxes	(367)		(467)
Non-cash loss (income) on derivative contracts	18		(658)


Change in other operating items:
Accounts receivable	(12,023)		(18,429)
Inventories	(460)		3,594
Prepaid expenses	(3,925)		(2,694)
Accounts payable	13,800		(4,340)
Other operating activities, net	(7,550)		5,301
Net cash (used in) provided by operating activities	(2,356)		58
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(5,059)		(3,321)


Proceeds from sale of business	3,200		—
Net cash used in investing activities	(1,859)		(3,321)
CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of term loan facility	(3,281)		(2,188)

Borrowings under revolving credit facility	17,500		11,000



Surrender of shares to pay withholding taxes	(2)		(764)



Other financing activities	(41)		4,329
Net cash provided by financing activities	14,176		12,377

EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH	(993)		545

NET INCREASE IN CASH	8,968		9,659

CASH:
Beginning of period	37,848		31,825
End of period	$	46,816	$	41,484

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

Table of Contents

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


															Common Stock	Treasury Stock	Additional Paid In Capital	Retained Deficit	Accumulated Other Comp. Loss	Total CVG Stockholders’ Equity

		(Unaudited) (In thousands)
		(Unaudited) (In thousands)
		(Unaudited) (In thousands)
Balance - December 31, 2022
Share-based compensation expense
Total comprehensive income
Balance - March 31, 2023

		Common Stock			Treasury Stock		Additional Paid In Capital		Retained Deficit		Accumulated Other Comp. Loss		Total CVG Stockholders’ Equity
		Shares	Amount
		(Unaudited) (In thousands, except per share amounts)
Balance - December 31, 2021		32,034,592	$	321	$	(13,172)	$	255,566	$	(73,624)	$	(42,438)	$	126,653
Share-based compensation expense		122,618	1		(464)		1,117		—		—		654
Total comprehensive income		—	—		—		—		3,982		3,112		7,094
Balance - March 31, 2022		32,157,210	$	322	$	(13,636)	$	256,683	$	(69,642)	$	(39,326)	$	134,401

Balance - December 31, 2022		32,826,852	$	328	$	(14,514)	$	261,371	$	(95,595)	$	(31,550)	$	120,040

Balance - December 31, 2023

Balance - December 31, 2023

Balance - December 31, 2023
Share-based compensation expense	Share-based compensation expense	164,616	2		(764)		1,771		—		—		1,009
Total comprehensive income (loss)
Balance - March 31, 2024

Total comprehensive income		—	—		—		—		8,700		4,040		12,740
Balance - March 31, 2023		32,991,468	$	330	$	(15,278)	$	263,142	$	(86,895)	$	(27,510)	$	133,789

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

Table of Contents

COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Amounts in thousands, except for share and per share amounts and where specifically disclosed)

1. Description of Business and Basis of Presentation

Commercial Vehicle Group, Inc. and its subsidiaries, is a global provider of systems, assemblies and components to the global commercial vehicle market, the electric vehicle market, and the industrial automation markets. References herein to the "Company", "CVG", "we", "our", or "us" refer to Commercial Vehicle Group, Inc. and its subsidiaries.

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

We primarily manufacture customized products to meet the requirements of our ~~customer.~~customers. We believe our products are used by a majority of the North American Commercial Truck manufacturers, many construction vehicle original equipment manufacturers ("OEMs"), parts and service dealers, distributors, as well as top e-commerce retailers.

The unaudited condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of America and the rules and regulations of the Securities and Exchange Commission and include the accounts of the Company and its subsidiaries. Except as disclosed within these condensed notes to unaudited quarterly consolidated financial statements, the adjustments made were of a normal, recurring nature. Certain information and footnote disclosures normally included in our annual consolidated financial statements have been condensed or omitted.

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

These condensed notes to unaudited quarterly consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 (the ~~"2022~~"2023 Form 10-K"), which includes a complete set of footnote disclosures, including the Company's significant accounting policies.

2. Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. This ASU will likely result in us including the additional required disclosures when adopted. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024.

~~New accounting pronouncements~~In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued ~~but not yet effective are currently~~or made available for issuance. This ASU will result in the required additional disclosures being ~~evaluated and at this time are not expected to have a material impact on~~included in our consolidated financial ~~position or results of operations.~~

statements, once adopted.

Table of Contents

3. Revenue Recognition

We had outstanding customer accounts receivable, net of allowances, of ~~$171.9~~$145.1 million as of March 31, ~~2023~~2024 and ~~$152.6~~$133.9 million as of December 31, ~~2022.~~2023. We generally do not have material other assets or liabilities associated with customer arrangements.

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


		Three Months Ended March 31, 2023
		Vehicle Solutions		Electrical Systems		Aftermarket & Accessories		Industrial Automation		Total
	Three Months Ended March 31, 2024
		Vehicle Solutions
		Vehicle Solutions
		Vehicle Solutions										Electrical Systems	Aftermarket and Accessories	Industrial Automation	Total
Seats	Seats	$	76,990	$	—	$	19,164	$	—	$	96,154
Electrical wire harnesses, panels and assemblies	Electrical wire harnesses, panels and assemblies	—		54,749		3,786		—		58,535
Trim		46,423		—		2,873		—		49,296
Plastic & Trim components
Industrial Automation	Industrial Automation	—		—		—		9,747		9,747
Cab structures	Cab structures	33,903		—		998		—		34,901
Mirrors, wipers and controls	Mirrors, wipers and controls	3,268		—		10,808		—		14,076
Total	Total	$	160,584	$	54,749	$	37,629	$	9,747	$	262,709


		Three Months Ended March 31, 2022
		Vehicle Solutions		Electrical Systems		Aftermarket & Accessories		Industrial Automation		Total
	Three Months Ended March 31, 2023
		Vehicle Solutions
		Vehicle Solutions
		Vehicle Solutions										Electrical Systems	Aftermarket and Accessories	Industrial Automation	Total
Seats	Seats	$	69,808	$	—	$	15,788	$	—	$	85,596
Electrical wire harnesses, panels and assemblies	Electrical wire harnesses, panels and assemblies	—		39,876		3,321		1,795		44,992
Trim		44,758		—		1,296		—		46,054
Plastic & Trim components
Industrial Automation	Industrial Automation	—		—		—		32,331		32,331
Cab structures	Cab structures	25,591		—		—		—		25,591
Mirrors, wipers and controls	Mirrors, wipers and controls	—		—		9,810		—		9,810
Total	Total	$	140,157	$	39,876	$	30,215	$	34,126	$	244,374

4. Debt

Debt consisted of the following:


		March 31, 2023		December 31, 2022
	March 31, 2024					March 31, 2024	December 31, 2023
Term loan facility	Term loan facility	$	150,312	$	152,500
Revolving credit facility	Revolving credit facility	11,000		—
China credit facility		4,368		—
Unamortized discount and issuance costs		(60)		(63)
		$	165,620	$	152,437
Less: current portion of long-term debt and short-term debt		(16,399)		(10,938)
Unamortized issuance costs
Unamortized issuance costs
Unamortized issuance costs
	$
Less: current portion of long-term debt
Total long-term debt, net of current portion	Total long-term debt, net of current portion	$	149,221	$	141,499

Credit Agreement

On April 30, 2021, the Company and certain of its subsidiaries entered into a credit agreement (the “Credit Agreement”) between, among others, Bank of America, N.A. as administrative agent (the “Administrative Agent”) and other lenders party thereto (the “Lenders”) pursuant to which the Lenders made available a $150 million Term Loan Facility (the “Term Loan Facility”) and a $125 million Revolving Credit Facility (the “Revolving Credit Facility” and together with the Term Loan Facility, the “Credit Facilities”).Subject to the terms of the Credit Agreement, the Revolving Credit Facility includes a $10 million swing line sublimit and a $10 million letter of credit sublimit. The Credit Agreement provides for an incremental term facility agreement and/or an increase of the Revolving Credit Facility (together, the “Incremental Facilities”), in a

~~Table of Contents~~

maximum aggregate amount of (a) up to the date of receipt of financial statements for the fiscal quarter ending June 30, 2022, $75 million, and (b) thereafter, (i) $75 million less the aggregate principal amount of Incremental Facilities incurred before such date, plus (ii) an unlimited amount if the pro forma consolidated total leverage ratio (assuming the Incremental Facilities are fully drawn) is less than 2.50:1.0.

On May 12, 2022, the Company and certain of its subsidiaries entered into a second amendment (the “Amendment”) to itsCredit Agreement pursuant to which the Lenders upsized the existing ~~Term Loan Facility~~term loan facility to $175 million in aggregate principal amount and increased the ~~Revolving Credit Facility~~revolving credit facility commitments by $25 million to an aggregate of $150 million in revolving

Table of Contents

credit facility commitments. The Revolving Credit Facility includes a $10 million swing line sublimit and a $10 million letter of credit sublimit. The amended Credit Agreement provides for an incremental term facility agreement and/or an increase of the Revolving Credit Facility (together, the “Incremental Facilities”), in a maximum aggregate amount of (a) up to the date of receipt of financial statements for the fiscal quarter ending June 30, 2022, $75 million, and (b) thereafter, (i) $75 million less the aggregate principal amount of Incremental Facilities incurred before such date, plus (ii) an unlimited amount if the pro forma consolidated total leverage ratio (assuming the Incremental Facilities are fully drawn) is less than 2.50:1.0. Further, separate from the Company’s annual $35 million capital spending cap, a one-time $45 million capital project basket was included in the Amendment. All other key provisions, including the $75 million accordion, acquisition holiday, and other baskets remain unchanged. The Credit Facilities mature on May 12, 2027 (the “Maturity Date”).

The Amendment resulted in a loss on extinguishment of debt of $0.9 million, including $0.6 million non-cash write off relating to deferred financing costs and unamortized discount of the Term Loan Facility and $0.3 million of other fees associated with the Amendment, recorded in our Consolidated Statements of Operations for the twelve months ended December 31, 2022.

At March 31, ~~2023,~~2024, we had ~~$11.0~~$17.5 million of borrowings under the Revolving Credit Facility, outstanding letters of credit of ~~$1.2~~$1.1 million and availability of ~~$137.8~~$131.4 million. Combined with availability under our ~~newly established foreign credit facilities~~China Credit Facility (described below) of approximately ~~$8.7~~$11.1 million, total consolidated availability was ~~$146.5~~$142.5 million ~~as of~~at March 31, ~~2023.~~2024. The unamortized deferred financing fees associated with the Revolving Credit Facility of ~~$1.2~~$0.9 million and ~~$1.3~~$1.0 million as of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, respectively, are being amortized over the remaining life of the Credit Agreement. At December 31, ~~2022,~~2023, we had no borrowings under the Revolving Credit Facility and we had outstanding letters of credit of $1.2 million.

~~Interest rates and fees~~

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

Pricing Tier Consolidated Total
Leverage Ratio Commitment Fee Letter of Credit Fee Term SOFR Loans Base Rate Loans
I > 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%

~~Guarantee and Security~~

All obligations under the Credit Agreement and related documents are unconditionally guaranteed by each of the Company’s existing and future direct and indirect wholly owned material domestic subsidiaries, subject to certain exceptions (the “Guarantors”). All obligations of the Company under the Credit Agreement and the guarantees of those obligations are secured by a first priority pledge of substantially all of the assets of the Company and of the Guarantors, subject to certain exceptions. The property pledged by the Company and the Guarantors includes a first priority pledge of all of the equity interests owned by the Company and the Guarantors in their respective domestic subsidiaries and a first priority pledge of the equity interests owned by the Company and the Guarantors in certain foreign subsidiaries, in each case, subject to certain exceptions.

Covenants and other terms

The Credit Agreement contains customary restrictive covenants, including, without limitation, limitations on the ability of the Company and its subsidiaries to incur additional debt and guarantees; grant certain liens on assets; pay dividends or make

~~Table of Contents~~

certain other distributions; make certain investments or acquisitions; dispose of certain assets; make payments on certain indebtedness; merge, combine with any other person or liquidate; amend organizational documents; make material changes in accounting treatment or reporting practices; enter into certain restrictive agreements; enter into certain hedging agreements; engage in transactions with affiliates; enter into certain employee benefit plans; make acquisitions; and other matters customarily included in senior secured loan agreements.

The Credit Agreement also contains customary reporting and other affirmative covenants, as well as customary events of default, including, without limitation, nonpayment of obligations under the Credit Facilities when due; material inaccuracy of representations and warranties; violation of covenants in the Credit Agreement and certain other documents executed in connection therewith; breach or default of agreements related to material debt; revocation or attempted revocation of guarantees; denial of the validity or enforceability of the loan documents or failure of the loan documents to be in full force and effect; certain material judgments; certain events of bankruptcy or insolvency; certain Employee Retirement Income Securities Act events; and a change in control of the Company. Certain of the defaults are subject to exceptions, materiality qualifiers, grace periods and baskets customary for credit facilities of this type.

The Credit Agreement includes (a) a minimum consolidated fixed charge coverage ratio of 1.20:1.0, and (b) a maximum consolidated total leverage ratio of 3.75:1.0 (which was subject to step-down to 3.50:1.0 at the end of the fiscal quarter ending March 31, 2023; ~~and will be subject to step-downs~~ to 3.25:1.0 at the end of the fiscal quarter ending June 30, 2023; and to 3.00:1.0 for each fiscal quarter ending on and after ~~the fiscal quarter ending~~ September 30, 2023).

We were in compliance with ~~the~~these covenants as of March 31, ~~2023.~~2024.

Repayment and prepayment

The Credit Agreement requires the Company to make quarterly amortization payments to the Term Loan Facility at an annualized rate of the loans under the Term Loan Facility for every year as follows: 5.0%, 7.5%, 10.0%, 12.5% and 15.0%. The Credit Agreement also requires all outstanding amounts under the Credit Facilities to be repaid in full on the Maturity Date.

~~The Credit Agreement requires mandatory prepayments from~~ See Note 15, Commitments and Contingencies, for the ~~receipt of proceeds of dispositions or~~future minimum principal payments due on long-term debt ~~issuance, subject to certain exceptions and~~for the ~~Company's ability to re-invest and use proceeds towards acquisitions permitted by the Credit Agreement.~~

~~Voluntary prepayments of amounts outstanding under the Credit Facilities are permitted at any time, without premium or penalty.~~

next five years.

Foreign ~~Facilities~~Facility

In the quarter ended March 31, 2023, we established a credit facility in China ~~with availability of approximately $13.1 million (denominated in the local currency)~~ consisting of a line of credit which is subject to annual renewal (the "China Credit Facility"). China Credit Facility was renewed in the quarter ended December 31, 2023, with availability of approximately $11.3 million (denominated in the local currency). We utilize the China Credit Facility to meet local working capital demands, fund letters of credit and bank guarantees, and support other short-term cash requirements in our China operations. We had ~~$4.4 million and $0 million~~no outstanding borrowings under the China Credit Facility as of March 31, ~~2023~~2024 and December 31, ~~2022, respectively, which are included in Current portion of long-term debt and short-term debt on the Condensed Consolidated Balance Sheets.~~2023. At March 31, ~~2023,~~2024, we had ~~$8.7~~$11.1 million (denominated in the local currency and this amount varies based on the currency conversion rate) of availability under the China Credit Facility.

Cash Paid for Interest

For the three months ended March 31, ~~2023~~2024 and ~~2022,~~2023, cash payments for interest were ~~$3.2~~$2.9 million and ~~$1.6~~$3.2 million, respectively.

5. Intangible Assets

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


				March 31, 2023						December 31, 2022
		Weighted- Average Amortization Period		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Definite-lived intangible assets:
			March 31, 2024																	March 31, 2024			December 31, 2023
	Weighted- Average Amortization Period															Weighted- Average Amortization Period	Gross Carrying Amount	Accumulated Amortization	Net Carrying Amount		Gross Carrying Amount	Accumulated Amortization		Net Carrying Amount
Trademarks/tradenames	Trademarks/tradenames	22 years		$	11,474	$	(5,453)	$	6,021	$	11,487	$	(5,377)	$	6,110
Customer relationships	Customer relationships	15 years		14,200		(9,381)		4,819		14,161		(9,109)		5,052
Technical know-how	Technical know-how	5 years		9,790		(6,935)		2,855		9,790		(6,445)		3,345
Covenant not to compete	Covenant not to compete	5 years		330		(234)		96		330		(217)		113
				$	35,794	$	(22,003)	$	13,791	$	35,768	$	(21,148)	$	14,620
			$

The aggregate intangible asset amortization expense was $0.8 million for the three months ended March 31, ~~2023~~2024 and ~~$0.9 million for the three months ended March 31, 2022, respectively.~~2023.

6. Fair Value Measurement

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

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

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

Level 2 - Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

Level 3 - Significant unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

Our financial instruments consist of cash, accounts receivable, accounts payable, accrued liabilities, pension assets and liabilities. The carrying value of these instruments approximates fair value as a result of the short duration of such instruments or due to the variability of the interest cost associated with such instruments.

Recurring Measurements

Foreign Currency Forward Exchange Contracts. Our derivative assets and liabilities represent foreign exchange contracts that are measured at fair value using observable market inputs such as forward rates, interest rates, our own credit risk and counterparty credit risk. Based on the utilization of these inputs, the derivative assets and liabilities are classified as Level 2. To manage our risk for transactions denominated in Mexican Pesos and Czech Crown, we have entered into forward exchange contracts that are designated as cash flow hedge instruments, which are recorded in the Condensed Consolidated Balance Sheets at fair value. The gains and losses as a result of the changes in fair value of the hedge contract for transactions denominated in Mexican Pesos are deferred in accumulated other comprehensive loss and recognized in cost of revenues in the period the related hedge transactions are settled. As of March 31, ~~2023,~~2024, hedge contracts for transactions denominated in Czech Crown were not designated as a hedging instruments; therefore, they are marked-to-market and the fair value of agreements is recorded in the Condensed Consolidated Balance Sheets with the offsetting gains and losses recognized in other (income) expense and recognized in cost of revenues in the period the related hedge transactions are settled in the Condensed Consolidated Statements of Operations.

Interest Rate Swaps. To manage our exposure to variable interest rates, we have entered into interest rate swaps to exchange, at a specified interval, the difference between fixed and variable interest amounts calculated by reference to an agreed upon notional principal amount. The interest rate swaps are intended to mitigate the impact of rising interest rates on the Company and covers approximately 50% of outstanding debt under the Term Loan Facility. Any changes in fair value are included in

earnings or deferred through Accumulated other comprehensive loss, depending on the nature and effectiveness of the offset. Any ineffectiveness in a cash flow hedging relationship is recognized immediately in earnings in the consolidated statements of operations.

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


	March 31, 2024																			March 31, 2024			December 31, 2023
	Total																	Total	Level 1	Level 2	Level 3	Total	Level 1	Level 2	Level 3
Assets:
Foreign exchange contract designated as hedging instruments
Foreign exchange contract designated as hedging instruments
Foreign exchange contract designated as hedging instruments
Interest rate swap agreement
Liabilities:

Foreign exchange contract not designated as hedging instruments

Foreign exchange contract not designated as hedging instruments

Foreign exchange contract not designated as hedging instruments

		March 31, 2023								December 31, 2022
		Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets:
Foreign exchange contract		$	3,109	$	—	$	3,109	$	—	$	—	$	—	$	—	$	—
Interest rate swap agreement		$	954	$	—	$	954	$	—	$	1,849	$	—	$	1,849	$	—
Liabilities:
Foreign exchange contract		$	—	$	—	$	—	$	—	$	356	$	—	$	356	$	—

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

March 31, 2023 December 31, 2022
U.S. $
Equivalent U.S.
Equivalent
Fair Value U.S. $
Equivalent U.S.
Equivalent
Fair Value
Commitments to buy or sell currencies $ 41,230 $ 43,553 $ 55,220 $ 53,847


	March 31, 2024				December 31, 2023
	U.S. $ Equivalent		U.S. $ Equivalent Fair Value		U.S. $ Equivalent		U.S. $ Equivalent Fair Value
Commitments to buy or sell currencies - Foreign exchange contract designated as hedging instruments	$	70,607	$	72,435	$	56,741	$	58,094
Commitments to buy or sell currencies - Foreign exchange contract not designated as hedging instruments	$	17,800	$	18,442	$	16,608	$	16,806

The following table summarizes the fair value and presentation of derivatives in the Condensed Consolidated Balance Sheets:

Derivative Asset

Balance Sheet
Location

Fair Value

March 31, 2024

December 31, 2023

Derivative Asset

Balance Sheet
Location

Fair Value

March 31, 2023

December 31, 2022

Foreign exchange contracts

Other current assets

3,109

—

Foreign exchange contract designated as hedging instruments

Interest rate swap agreement

Other assets, net

954

1,849

~~Derivative Liability~~

Balance Sheet
Location

~~Fair Value~~

~~March 31, 2023~~

~~December 31, 2022~~

~~Foreign exchange contracts~~

~~Accrued liabilities and other~~

—

~~356~~


	Derivative Liability
	Balance Sheet Location	Fair Value
		March 31, 2024		December 31, 2023
Foreign exchange contracts not designated as hedging instruments	Accrued liabilities and other	$	470	$	304
Foreign exchange contracts not designated as hedging instruments	Other long-term liabilities	$	43	$	—

Derivative Equity
Balance Sheet
Location Fair Value
March 31, 2023 December 31, 2022
Derivative instruments Accumulated other comprehensive (loss) income $ 6,115 $ 3,777


	Derivative Equity
	Balance Sheet Location	Fair Value
		March 31, 2024		December 31, 2023
Foreign exchange contracts designated as hedging instruments	Accumulated other comprehensive loss	$	2,997	$	1,354
Interest rate swap agreements	Accumulated other comprehensive loss	$	3,874	$	3,484

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


			Three Months Ended March 31,
			2023		2022
		Location of Gain (Loss) on Derivatives Recognized in Income	Amount of Gain (Loss) on Derivatives Recognized in Income
					Three Months Ended March 31,
					Three Months Ended March 31,
					Three Months Ended March 31,
							2024			2024	2023
	Location of Gain (Loss) on Derivatives Recognized in Income (Loss)							Location of Gain (Loss) on Derivatives Recognized in Income (Loss)	Amount of Gain (Loss) on Derivatives Recognized in Income (Loss)
Foreign exchange contracts designated as hedging instruments
Interest rate swap agreement
Interest rate swap agreement settled in 2022
Foreign exchange contracts	Foreign exchange contracts	Cost of revenues	$	451	$	456
Interest rate swap agreement		Interest expense	$	454	$	(193)
Foreign exchange contracts		Other (income) expense	$	469	$	(671)

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.

Other Fair Value Measurements

The fair value of long-term debt obligations is based on a fair value model utilizing observable inputs. Based on these inputs, our long-term debt fair value as disclosed is classified as Level 2. The carrying amounts and fair values of our long-term debt obligations are as follows:


		March 31, 2023				December 31, 2022
		Carrying Amount		Fair Value		Carrying Amount		Fair Value		March 31, 2024		December 31, 2023
										Carrying Amount	Fair Value		Carrying Amount	Fair Value
Term loan and security agreement 1	Term loan and security agreement 1	$	150,252	$	144,052	$	152,437	$	143,477
Revolving credit facility	Revolving credit facility	$	11,000	$	11,000	$	—	$	—

1.Presented in the Condensed Consolidated Balance Sheets ~~are~~as the current portion of long-term debt of ~~$12.0~~$16.4 million and long-term debt of ~~$149.2~~$139.3 million as of March 31, ~~2023,~~2024 and current portion of long-term debt of ~~$10.9~~$15.3 million and long-term debt of ~~$141.5~~$126.2 million as of December 31, ~~2022.~~2023.

Table of Contents

7. Leases

The components of lease expense are as follows:


		Three Months Ended March 31,
		2023		2022
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Operating lease cost	Operating lease cost	$	2,348	$	2,578

Operating lease cost
Operating lease cost
Finance lease cost
Finance lease cost
Finance lease cost	Finance lease cost	47		76
Short-term lease cost	Short-term lease cost	1,931		1,525
Short-term lease cost
Short-term lease cost
Total lease expense	Total lease expense	$	4,326	$	4,179
Total lease expense
Total lease expense

Supplemental balance sheet information related to leases is as follows:

Balance Sheet Location

March 31, 2023

December 31, 2022

Balance Sheet Location

March 31, 2024

December 31, 2023

Operating Leases

Right-of-use assets, net

Other assets, net

25,711

26,372

Right-of-use assets, net

Current liabilities

Accrued liabilities and other

6,537

7,421

Non-current liabilities

Other long-term liabilities

19,603

19,422

Total operating lease liabilities

26,140

26,843

Finance Leases

Right-of-use assets, net

Other assets, net

221

270

Current liabilities

Accrued liabilities and other

118

131

Current liabilities

Non-current liabilities

Other long-term liabilities

112

139

Total finance lease liabilities

230

270

~~For the three months ended March 31, 2023 and 2022, cash~~Cash payments on operating leases were $2.7 million for the three months ended March 31, 2024 and ~~$2.0 million, respectively.~~2023.

~~Table of Contents~~

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


			Operating		Financing		Total
Remainder of 2023			$	7,279	$	97	$	7,376
2024			5,873		89		5,962
		Operating							Operating	Financing	Total
Remainder of 2024
2025	2025		5,856		50		5,906
2026	2026		4,599		2		4,601
2027	2027		1,736		—		1,736
2028
Thereafter	Thereafter		9,137		—		9,137
Total lease payments	Total lease payments		$	34,480	$	238	$	34,718
Less: Imputed interest	Less: Imputed interest		(8,340)		(8)		(8,348)
Present value of lease liabilities	Present value of lease liabilities		$	26,140	$	230	$	26,370

8. Income Taxes

For ~~the~~ three months ended March 31, ~~2023,~~2024, we recorded a ~~$3.3~~$1.2 million tax provision, or ~~27%~~28% effective tax rate for the period, compared to a ~~$1.4~~$3.3 million, ~~tax provision,~~ or ~~26%~~27% effective tax rate for the three months ended March 31, ~~2022.~~2023. Income tax expense ~~for the three months ended March 31, 2023 and 2022~~ is based on an estimated annual effective tax rate, which requires management to make its best estimate of annual pretax income or loss. During the year, management regularly updates forecasted annual pretax results for the various countries in which the Company operates based on changes in factors such as prices, shipments, product mix, material inflation and manufacturing operations. To the extent that actual ~~2023~~2024 pretax results for U.S. and foreign income or loss vary from estimates, the actual income tax

Table of Contents

expense recognized in ~~2023~~2024 could be different from the forecasted amount used to estimate the income tax expense for the three months ended March 31, ~~2023.~~2024.

For the three months ended March 31, ~~2023~~2024 and ~~2022,~~2023, cash paid for taxes, net of refunds received, were ~~$2.0~~$1.9 million and ~~$1.4~~$2.0 million, respectively.

9. Pension and Other Post-Retirement Benefit Plans

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

Three Months Ended March 31,

Non-U.S. Pension Plan

Three Months Ended March 31,

2023

2022

Interest cost

347

215

Interest cost

Expected return on plan assets

(295)

(275)

Amortization of prior service cost

Recognized actuarial loss

185

164

Net cost

249

117

Net cost

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

~~Table of Contents~~

10. Performance Awards

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, ~~2022~~2023	$	~~2,188~~1,901
New grants	—
Forfeitures	—
Adjustments	~~844~~11
Payments	~~(1,159)~~(324)
Adjusted Award Value at March 31, ~~2023~~2024	$	~~1,873~~1,588

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

11. Share-Based Compensation

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

As of March 31, ~~2023,~~2024, there was approximately ~~$5.3~~$7.8 million of unrecognized compensation expense related to non-vested share-based compensation arrangements granted under our equity incentive plans. This expense is subject to future adjustments and forfeitures and will be recognized on a straight-line basis over the remaining period listed above for each grant.

Table of Contents

A summary of the status of our restricted stock awards as of March 31, ~~2023~~2024 and changes during the three months ended March 31, ~~2023~~2024, are presented below:


		2023			2024
		Shares (in thousands)	Weighted- Average Grant-Date Fair Value		Shares (in thousands)	Weighted- Average Grant-Date Fair Value
Nonvested - December 31, 2022		383	$	7.68
Nonvested - December 31, 2023
Granted	Granted	233	6.98
Vested	Vested	(274)	7.28
Forfeited	Forfeited	(1)	8.45
Nonvested - March 31, 2023		341	$	7.52
Nonvested - March 31, 2024

As of March 31, ~~2023,~~2024, a total of ~~2.1~~2.0 million shares were available for future grants from the shares authorized for award under our 2020 ~~EIP,~~Equity Incentive Plan, 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,~~share; of which, ~~32,991,468~~33,325,973 and ~~32,826,852~~33,322,535 shares were issued and outstanding as of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, respectively.

Preferred Stock — Our authorized capital stock also consists of 5,000,000 shares of preferred stock with a par value of $0.01 per share, with no preferred shares outstanding as of March 31, ~~2023~~2024 and December 31, ~~2022.~~2023.

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

~~Table of Contents~~

Diluted earnings per share for the three months ended March 31, ~~2023~~2024 and ~~2022~~2023 includes the effect of potential common shares issuable when dilutive, and is as follows:


		Three Months Ended March 31,
		2023		2022
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Net income
Net income
Net income	Net income	$	8,700	$	3,982
Weighted average number of common shares outstanding (in '000s)	Weighted average number of common shares outstanding (in '000s)	32,868		32,065
Weighted average number of common shares outstanding (in '000s)
Weighted average number of common shares outstanding (in '000s)
Dilutive effect of restricted stock grants after application of the Treasury Stock Method (in '000s)
Dilutive effect of restricted stock grants after application of the Treasury Stock Method (in '000s)
Dilutive effect of restricted stock grants after application of the Treasury Stock Method (in '000s)	Dilutive effect of restricted stock grants after application of the Treasury Stock Method (in '000s)	314		620
Dilutive shares outstanding	Dilutive shares outstanding	33,182		32,685
Dilutive shares outstanding
Dilutive shares outstanding
Basic earnings per share
Basic earnings per share
Basic earnings per share	Basic earnings per share	$	0.26	$	0.12
Diluted earnings per share	Diluted earnings per share	$	0.26	$	0.12
Diluted earnings per share
Diluted earnings per share

There were 408 thousand outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the three months ended March 31, 2024 and 134 thousand outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the three months ended March 31, 2023 as the effect would have been antidilutive and no outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the three months ended March 31, 2022.2023.

Table of Contents

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
loss
Balance - December 31, 2022 $ (24,811) $ (11,512) 4,773 $ (31,550)
Net current period change 2,557 140 2,697
Derivative instruments — 1,343 1,343
Balance - March 31, 2023 $ (22,254) $ (11,372) $ 6,116 $ (27,510)


	Foreign currency translation adjustment		Pension and post-retirement benefits plans		Derivative instruments		Accumulated other comprehensive income (loss)
Balance - December 31, 2023	$	(23,227)	$	(11,896)	$	4,839	$	(30,284)
Net current period change	(2,559)		(712)		2,726		(545)
Amounts reclassified into earnings	—		245		(694)		(449)

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

Foreign
currency translation adjustment Pension and
post-retirement
benefit plans Derivative instruments Accumulated other
comprehensive
loss
Balance - December 31, 2021 $ (20,445) $ (22,750) $ 757 $ (42,438)
Net current period change 327 (29) — 298
Derivative instruments — — 2,814 2,814
Balance - March 31, 2022 $ (20,118) $ (22,779) $ 3,571 $ (39,326)


	Foreign currency translation adjustment		Pension and post-retirement benefit plans		Derivative instruments		Accumulated other comprehensive income (loss)
Balance - December 31, 2022	$	(24,811)	$	(11,512)	$	4,773	$	(31,550)
Net current period change	2,557		(109)		(905)		1,543
Amounts reclassified into earnings	—		249		2,248		2,497

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

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

Three Months Ended March 31, 2024

Three Months Ended March 31, 2023

Three Months Ended March 31, 2024

Before Tax
Amount

Tax Expense

After Tax Amount

Three Months Ended March 31, 2024

Before Tax
Amount

Net current period change

Cumulative translation adjustment

2,557

—

2,557

Amortization of actuarial losses

137

140

Cumulative translation adjustment

Net actuarial gain and prior service credit

Derivative instruments

1,815

(472)

1,343

Total other comprehensive income

4,509

(469)

4,040

Derivative instruments

Net unrealized gain (loss)

Amounts reclassified into earnings:

Actuarial loss and prior service cost

Derivative instruments

Net realized gain (loss)

Total other comprehensive income (loss)

Three Months Ended March 31, 2022

Before Tax
Amount

Tax Expense

After Tax
Amount

Three Months Ended March 31, 2023

Before Tax
Amount

Net current period change

Cumulative translation adjustment

327

—

327

Amortization of actuarial gains

(30)

(29)

Cumulative translation adjustment

Net actuarial gain and prior service credit

Derivative instruments

3,752

(938)

2,814

Total other comprehensive income

4,080

(968)

3,112

Derivative instruments

Net unrealized gain (loss)

Amounts reclassified into earnings:

Actuarial loss and prior service cost

Derivative instruments

Net realized gain (loss)

Total other comprehensive income (loss)

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

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

Table of Contents

14. Cost Reduction and Manufacturing Capacity Rationalization

The Company's restructuring program includes aligning cost structure to support margin expansion. The program includes workforce reductions and footprint optimization across segments.

The changes in accrued restructuring balances are as follows:


	Vehicle Solutions		Electrical Systems		Aftermarket & Accessories		Industrial Automation		Corporate/Other		Total
December 31, 2023	$	128	$	—	$	—	$	—	$	983	$	1,111
New charges	533		1,090		34		75		164		1,896
Payments and other adjustments	(533)		(1,090)		(34)		(75)		(540)		(2,272)
March 31, 2024	$	128	$	—	$	—	$	—	$	607	$	735

Vehicle Solutions Electrical Systems Aftermarket & Accessories Industrial Automation Corporate/
Other Total
December 31, 2022 $ (5) $ — $ — $ 458 $ — $ 453
New charges 83 8 — 622 — 713
Payments and other adjustments (78) (8) — (369) — (455)
March 31, 2023 $ — $ — $ — $ — $ 711 $ — $ 711

Vehicle Solutions Electrical Systems Aftermarket & Accessories Industrial Automation Corporate/
Other Total
December 31, 2021 $ 230 $ 417 $ — $ — $ (161) $ 486
New charges 204 — 435 350 — 989
Payments and other adjustments (309) (417) (435) (353) 422 (1,092)
March 31, 2022 $ 125 $ — $ — $ (3) $ 261 $ 383


	Vehicle Solutions		Electrical Systems		Aftermarket & Accessories		Industrial Automation		Corporate/Other		Total
December 31, 2022	$	(5)	$	—	$	—	$	458	$	—	$	453
New charges	83		8		—		622		—		713
Payments and other adjustments	(78)		(8)		—		(369)		—		(455)
March 31, 2023	$	—	$	—	$	—	$	711	$	—	$	711

Of the ~~$0.7~~$1.9 million costs incurred in the three months ended March 31, ~~2023~~2024 for restructuring, ~~$0.5~~$1.5 million related to headcount reductions and $0.4 million related to facility exit and ~~other costs and $0.2~~other; $1.7 million ~~related to headcount reductions~~ were recorded in cost of ~~revenues. Of the $0.7~~revenue and $0.2 million ~~costs incurred in the three months ended March 31, 2023 for restructuring, $0.6 million primarily related to the Industrial Automation segment and~~ were recorded in ~~Cost of revenues in the Condensed Consolidated Statements of Operations.~~selling, general and administrative expenses.

15. Commitments and Contingencies

Leases - As disclosed in Note 7, Leases, we lease office, warehouse and manufacturing space and equipment under non-cancelable operating lease agreements that generally require us to pay maintenance, insurance, taxes and other expenses in addition to annual rental fees. As of March 31, ~~2023,~~2024, our equipment leases did not provide for any material guarantee of a specified portion of residual values.

Guarantees - Costs associated with guarantees are accrued when it is probable that a liability has been incurred and the amount can be reasonably estimated. The most likely cost to be incurred is accrued based on an evaluation of available facts; where no amount within a range of estimates is more likely, the minimum is accrued. As of March 31, ~~2023~~2024 and ~~December 31, 2022,~~2023, we had no such guarantees.

Litigation - We are subject to various legal proceedings and claims arising in the ordinary course of business, including but not limited to product liability claims, customer and supplier disputes, service provider disputes, examinations by taxing authorities, employment disputes, workers’ compensation claims, unfair labor practice charges, OSHA investigations, intellectual property disputes and environmental claims arising out of the conduct of our businesses.

Management believes that the Company maintains adequate insurance and that we have established reserves for issues that are probable and estimable in amounts that are adequate to cover reasonable adverse judgments not covered by insurance. Based upon the information available to management and discussions with legal counsel, it is the opinion of management that the ultimate outcome of the various legal actions and claims that are incidental to our business are not expected to have a material adverse impact on the consolidated financial position, results of operations, equity or cash flows; however, such matters are subject to many uncertainties and the outcomes of individual matters are not predictable with any degree of assurance.

Warranty - We are subject to warranty claims for products that fail to perform as expected due to design or manufacturing deficiencies. Depending on the terms under which we supply products to our customers, a customer may hold us responsible for some or all of the repair or replacement costs of defective products when the product supplied did not perform as represented. Our policy is to record provisions for estimated future customer warranty costs based on historical trends and for specific claims. These amounts, as they relate to the periods ended March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, are included within accrued liabilities and other in the accompanying Condensed Consolidated Balance Sheets.

On July 24, 2023, one of our customers issued a voluntary safety recall related to certain wiper system components supplied by us. To the extent a loss occurs that is attributed to us, we believe that we have reasonable levels of insurance coverage to

Table of Contents

mitigate recall exposure risk. It is reasonably possible that we will incur additional losses and fees above the amount accrued for warranty claims but we cannot estimate a range of such reasonably possible losses or fees related to these claims at this time. There are no assurances, however, that settlements reached and/or adverse judgments received, if any, will not exceed amounts normally accrued.

The following presents a summary of the warranty provision for the three months ended March 31, ~~2023:~~2024:


Balance - December 31, ~~2022~~2023	$	~~1,433~~1,458
Provision for warranty claims	~~393~~362
Deduction for payments made and other adjustments	~~(227)~~(494)
Balance - March 31, ~~2023~~2024	$	~~1,599~~1,326

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

The following table provides future minimum principal payments due on long-term debt for the next five years. The existing long-term debt agreement matures in 2027; no payments are due thereafter:


		Total
Remainder of 2023		$	8,750
2024		$	15,313
				Total
				Total
				Total
Remainder of 2024
2025	2025	$	19,688
2026	2026	$	24,063
2027	2027	$	93,498
2028
Thereafter	Thereafter	$	—

16. Segment Reporting

Operating segments are defined as components of an enterprise that are evaluated regularly by the Company’s chief operating decision maker (“CODM”), which is our President and Chief Executive Officer. Each of these segments consists of a number of manufacturing facilities. Certain of our facilities manufacture and sell products through 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 & Trim components ~~("Trim")~~ primarily for the North America commercial vehicle market and power sports markets; and Cab structures for the North American ~~medium-duty/heavy-duty ("~~MD/~~HD")~~HD truck market.

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

•Cable and harness assemblies for both high and low voltage applications, control boxes, dashboard assemblies and design and engineering for these applications.

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

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

•Seats and components sold into the commercial vehicle channels that provide repair and refurbishing. These channels include ~~Original Equipment Service ("OES")~~OES centers and retail distributors, and are spread across North America, Europe and Asia-Pacific.

•Commercial vehicle accessories including wipers, mirrors, and sensors. These products are sold both as Original Equipment and as repair products.

•Office seats primarily sold into the commercial and home office furniture distribution channels in Europe and Asia-Pacific.

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

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

Table of Contents

•The end markets for these products primarily include e-commerce, warehouse integration, transportation and the military/defense industry.

~~Table of Contents~~

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~~reporting.

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


		Three Months Ended March 31, 2023
		Vehicle Solutions		Electrical Systems		Aftermarket & Accessories		Industrial Automation		Corporate/Other		Total
	Three Months Ended March 31, 2024																	Three Months Ended March 31, 2024
	Vehicle Solutions													Vehicle Solutions	Electrical Systems	Aftermarket and Accessories	Industrial Automation		Corporate/Other	Total
Revenues	Revenues	$	160,584	$	54,749	$	37,629	$	9,747	$	—	$	262,709
Gross profit	Gross profit	19,471		8,297		7,227		214		$	—	35,209
Selling, general & administrative expenses	Selling, general & administrative expenses	6,077		2,227		1,650		1,076		$	9,535	20,565
Operating income		$	13,394	$	6,070	$	5,577	$	(862)	$	(9,535)	$	14,644

Operating income (loss)
Operating income (loss)
Operating income (loss)

Three Months Ended March 31, 2022
Vehicle Solutions Electrical Systems Aftermarket & Accessories Industrial Automation Corporate/Other Total
Revenues $ 140,157 $ 39,876 $ 30,215 $ 34,126 $ — $ 244,374
Gross profit 12,907 3,401 4,086 4,991 (2) 25,383
Selling, general & administrative expenses 6,588 1,640 1,465 1,324 5,982 16,999
Operating income $ 6,319 $ 1,761 $ 2,621 $ 3,667 $ (5,984) $ 8,384


	Three Months Ended March 31, 2023
	Vehicle Solutions		Electrical Systems		Aftermarket and Accessories		Industrial Automation		Corporate/Other		Total
Revenues	$	160,584	$	54,749	$	37,629	$	9,747	$	—	$	262,709
Gross profit	19,471		8,297		7,227		214		—		35,209
Selling, general & administrative expenses	6,077		2,227		1,650		1,076		9,535		20,565

Operating income (loss)	$	13,394	$	6,070	$	5,577	$	(862)	$	(9,535)	$	14,644

17. Other Financial Information

Items reported in inventories consisted of the following:


		March 31, 2023		December 31, 2022
	March 31, 2024					March 31, 2024	December 31, 2023
Raw materials	Raw materials	$	103,506	$	108,417
Work in process	Work in process	18,045		17,757
Finished goods	Finished goods	18,002		16,368
Total Inventory		$	139,553	$	142,542
Inventories

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


		March 31, 2023		December 31, 2022
	March 31, 2024					March 31, 2024	December 31, 2023
Land and buildings	Land and buildings	$	32,599	$	32,267
Machinery and equipment	Machinery and equipment	214,324		212,352
Construction in progress	Construction in progress	5,548		7,317
Property, plant, and equipment, gross	Property, plant, and equipment, gross	252,471		251,936
Less accumulated depreciation	Less accumulated depreciation	(183,532)		(184,131)
Property, plant and equipment, net	Property, plant and equipment, net	$	68,939	$	67,805

Table of Contents

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


		March 31, 2023		December 31, 2022
	March 31, 2024					March 31, 2024	December 31, 2023
Compensation and benefits	Compensation and benefits	$	16,822	$	13,370
Operating lease liabilities
Taxes payable	Taxes payable	9,426		5,092
Operating lease liabilities		6,537		7,421
Accrued freight	Accrued freight	4,298		4,225
Accrued legal and professional fees
Warranty costs	Warranty costs	1,599		1,433
Other	Other	8,658		11,268
		$	47,340	$	42,809
Accrued liabilities and other

~~Table of Contents~~

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

The discussion and analysis below ~~describe~~described material changes in financial condition and results of operations as reflected in our condensed consolidated financial statements for the three months ended March 31, ~~2023~~2024 and ~~2022.~~2023. 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 ~~2022~~2023 Form 10-K.

Business Overview

CVG is a global provider of systems, assemblies and components to the global commercial vehicle market, the electric vehicle market, and the industrial automation markets. We deliver real solutions to complex design, engineering and manufacturing problems while creating positive change for our customers, industries, and communities we serve.

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

We primarily manufacture customized products to meet the requirements of our customer. We believe our products are used by a majority of the North American Commercial Truck markets, many construction vehicle OEMs ~~parts~~ and ~~service dealers distributors, as well as~~ top e-commerce ~~retailers.~~retailers

Key Developments

During the ~~quarter~~year ended December 31, 2023, management approved restructuring programs to align the Company’s cost structure to support margin expansion. The programs include workforce reductions and footprint optimization across segments. We incurred $1.9 million expense during the three months ended March 31, ~~2023, CVG established two new plant locations: one in Tangier, Morocco, and another in Aldama, Mexico. Both locations are expected~~2024 related to ~~be large scale facilities and production is targeted for third quarter of 2023. These plants are a cornerstone in CVG's strategy of expanding its electrification systems business.~~

these programs.

Consolidated Results of Operations

Three Months Ended March 31, ~~2023~~2024 Compared to Three Months Ended March 31, ~~2022~~2023

The table below sets forth certain consolidated operating data for the three months ended March 31 (dollars are in thousands):


		2023		2022		$ Change		% Change		2024					2023					$ Change					% Change
Revenues	Revenues	$	262,709	$	244,374	$	18,335	7.5%	Revenues	$	232,068		$		$	262,709		$		$	(30,641)		(11.7)%			(11.7)%

Gross profit	Gross profit	35,209		25,383		9,826		38.7
Gross profit
Gross profit										26,665					35,209					(8,544)					(24.3)
Selling, general and administrative expenses	Selling, general and administrative expenses	20,565		16,999		3,566		21.0	Selling, general and administrative expenses	20,093			20,565			20,565			(472)			(472)		(2.3)			(2.3)

Other (income) expense		(202)		1,041		(1,243)		NM 1
Other expense (income)									Other expense (income)	212					(202)					414					NM1
Interest expense	Interest expense	2,890		1,961		929		47.4	Interest expense	2,251			2,890			2,890			(639)			(639)		(22.1)			(22.1)

Provision for income taxes
Provision for income taxes
Provision for income taxes	Provision for income taxes	3,256		1,400		1,856		132.6	1,170			3,256		3,256			(2,086)			(2,086)			(64.1)			(64.1)
Net income	Net income	8,700		3,982		4,718		118.5	Net income	2,939			8,700			8,700			(5,761)			(5,761)		(66.2)			(66.2)

1.Not meaningful

Table of Contents

Revenues. The ~~increase~~decrease in consolidated revenues resulted from:

•a ~~$40.0~~$21.6 million, or ~~24.1%~~10.0%, ~~increase~~decrease in ~~sales to OEM;~~OEM and other revenues;

•a ~~$21.9~~$3.6 million, or ~~(69.2)%, decrease in industrial automation sales;~~

•~~a $0.4 million, or (1.0)%~~9.5%, decrease in aftermarket and OES sales; and

•a ~~$0.7~~$5.4 million, or ~~20.1%~~55.9%, ~~increase~~decrease in ~~other revenues.~~industrial automation sales.

~~First quarter 2023 revenues were unfavorably impacted by foreign currency exchange translation of $3.6 million, which is reflected in the change~~

The decrease in revenues ~~above. The increase~~of 11.7% is due primarily to a softening in ~~revenues was primarily driven~~customer demand, the wind-down of certain programs in our Vehicle Solutions segment, and a further decline in our Industrial Automation and Aftermarket segments, partially offset by increased pricing ~~to offset material cost increases and increased sales volume, offset by sales volume decreases~~ in ~~the Industrial Automation~~our Electrical Systems segment.

~~Table of Contents~~

Gross Profit. Included in gross profit is cost of revenues, which consists primarily of raw materials and purchased components for our products, wages and benefits for our employees and overhead expenses such as manufacturing supplies, facility rent and utilities costs related to our operations. The ~~$9.8~~$8.5 million ~~increase~~decrease in gross profit is primarily attributable to the ~~increase in~~impact of lower sales ~~volume.~~volumes partially offset by increased pricing. Cost of revenues ~~increased $8.5~~decreased $22.1 million, or ~~3.9%~~9.7%, as a result of ~~an increase~~a decrease in raw material and purchased component costs of ~~$2.5~~$22.9 million, or ~~1.7%~~15.5%, ~~and~~offset by an increase in labor and overhead expenses of ~~$6.0~~$0.8 million, or ~~8.1%~~0.9%. As a percentage of revenues, gross profit margin was 11.5% for the three months ended March 31, 2024 compared to 13.4% for the three months ended March 31, ~~2023 compared to 10.4% for the three months ended March 31, 2022.~~2023.

Selling, General and Administrative Expenses. Selling, general and administrative ~~expenses~~ ("SG~~&A”~~&A") expenses consist primarily of wages and benefits and other expenses such as marketing, travel, legal, audit, rent and ~~utility~~utilities costs, which are not directly or indirectly associated with the manufacturing of our products. SG&A expenses ~~for the three months ended March 31, 2023 increased $3.6~~decreased $0.5 million compared to the three months ended March 31, ~~2022,~~2023, primarily as a result of ~~higher~~reduced incentive compensation ~~expenses.~~expense, partially offset by an increase in salary expense during the 2024 period. As a percentage of revenues, SG&A expense was 8.7% for the three months ended March 31, 2024 compared to 7.8% for the three months ended March 31, ~~2023 compared to 7.0% for~~2023.

Other Expense. Other expenses increased $0.4 million in the three months ended March 31, ~~2022.~~

~~Other (Income) Expense.~~ ~~Other expenses decreased $1.2 million in~~2024 as compared to the ~~quarter~~three months ended March 31, 2023 ~~as compared to the quarter ended March 31, 2022~~ due primarily to ~~a favorable change in the fair value of foreign currency forward exchange contracts in 2023 versus~~ an unfavorable change in the fair value of foreign currency forward exchange ~~contracts in 2022.~~contracts.

Interest Expense. Interest associated with our debt ~~and other expense~~ was ~~$2.9~~$2.3 million and ~~$2.0~~$2.9 million for the three months ended March 31, ~~2023~~2024 and ~~2022,~~2023, respectively. The ~~increase~~decrease in interest expense primarily related to ~~higher~~lower average debt balances and lower interest rates on variable rate ~~debt.~~debt during the respective comparative periods.

Provision for Income Taxes. ~~An income~~Income tax ~~provision~~expense of $1.2 million and $3.3 million ~~and $1.4 million were~~was recorded for the three months ended March 31, ~~2023~~2024 and ~~2022,~~2023, respectively. The period over period change in income tax was primarily attributable to a ~~$6.6~~$7.8 million ~~increase~~decrease in pre-tax income versus the prior year period.

In 2021, as part of the Organization for Economic Co-operation and Development's ("OECD") Inclusive Framework, 140 member countries agreed to the implementation of the Pillar Two Global Minimum Tax ("Pillar Two") of 15%. The OECD continues to release additional guidance, including administrative guidance on how Pillar Two rules should be interpreted and applied by jurisdictions as they adopt Pillar Two. These changes, when enacted by various countries in which we do business, may increase our taxes in these countries. Changes to these and other areas in relation to international tax reform, including future actions taken by foreign governments in response to Pillar Two, could increase uncertainty and may adversely affect our tax rate and cash flow in future years. We continue to evaluate the potential impact on future periods of Pillar Two, pending legislative adoption by individual countries.

Net Income. Net income was $2.9 million for the three months ended March 31, 2024 compared to $8.7 million for the three months ended March 31, ~~2023 compared to $4.0 million for the three months ended March 31, 2022.~~2023. The ~~increase~~decrease in net income is attributable to the factors noted above.

Table of Contents

Segment Results

Vehicle Solutions Segment Results

Three Months Ended March 31, ~~2023~~2024 Compared to Three Months Ended March 31, ~~2022~~2023

The table below sets forth certain Vehicle Solutions Segment operating data for the three months ended March 31 (dollars are in thousands):


		2023		2022		$ Change		% Change		2024			2023				$ Change					% Change
Revenues	Revenues	$	160,584	$	140,157	$	20,427	14.6%	Revenues	$	137,910	$	$	160,584	$		$	(22,674)		(14.1)%			(14.1)%
Gross profit	Gross profit	19,471		12,907		6,564		50.9	Gross profit	16,229		19,471		19,471		(3,242)			(3,242)		(16.7)			(16.7)
Selling, general & administrative expenses	Selling, general & administrative expenses	6,077		6,588		(511)		(7.8)	Selling, general & administrative expenses	5,877		6,077		6,077		(200)			(200)		(3.3)			(3.3)
Operating income	Operating income	13,394		6,319		7,075		112.0	Operating income	10,352		13,394		13,394		(3,042)			(3,042)		(22.7)			(22.7)

Revenues. The ~~increase~~decrease in Vehicle Solutions Segment revenues of $22.7 million was primarily ~~resulted from increased sales volume~~driven by a lower customer demand and ~~increased pricing to offset material cost increases.~~the wind-down of certain programs.

Gross Profit. The ~~increase~~decrease in gross profit of $3.2 million was primarily attributable to ~~the increase~~lower customer demand and increased freight offset by a decrease in ~~sales volume. Included in gross profit is~~ cost of revenues ~~which increased $13.9 million, or 10.9%, as~~driven by a ~~result of an increase~~decrease in raw material and purchased component costs of ~~$10.1~~$15.6 million, or ~~11.8%~~16.4%, and ~~an increase~~a decrease in labor and overhead expenses of $3.8 million, or ~~9.1%~~8.4%.

As a percentage of revenues, gross profit margin was 11.8% for the three months ended March 31, 2024 compared to 12.1% for the three months ended March 31, ~~2023 compared~~2023. The decrease in gross profit margin was primarily due to ~~9.2% for the~~lower customer demand and increased freight. The three months ended March 31, ~~2022, driven by lower startup costs, improved manufacturing efficiencies, increased pricing to offset material cost inflation and freight costs.~~2024 results include charges of $0.5 million associated with the restructuring program.

Selling, General and Administrative Expenses. SG&A expenses decreased ~~$0.5~~$0.2 million for the three months ended March 31, ~~2023~~2024 compared to the three months ended March 31, ~~2022, primarily due to overhead reductions.~~2023.

~~Table of Contents~~

Electrical Systems Segment Results

Three Months Ended March 31, ~~2023~~2024 Compared to Three Months Ended March 31, ~~2022~~2023

The table below sets forth certain Electrical Systems Segment operating data for the three months ended March 31 (dollars are in thousands):


		2023		2022		$ Change		% Change		2024			2023				$ Change					% Change
Revenues	Revenues	$	54,749	$	39,876	$	14,873	37.3%	Revenues	$	55,795	$	$	54,749	$		$	1,046		1.9%			1.9%
Gross profit	Gross profit	8,297		3,401		4,896		144.0	Gross profit	4,553		8,297		8,297		(3,744)			(3,744)		(45.1)			(45.1)
Selling, general & administrative expenses	Selling, general & administrative expenses	2,227		1,640		587		35.8	Selling, general & administrative expenses	2,542		2,227		2,227		315			315		14.1			14.1
Operating income	Operating income	6,070		1,761		4,309		244.7	Operating income	2,011		6,070		6,070		(4,059)			(4,059)		(66.9)			(66.9)

Revenues. The increase in Electrical Systems Segment revenues of $1.0 million primarily resulted from ~~volume,~~ increased pricing to offset material cost pass-through and ~~new business.~~labor inflationary items.

Gross Profit. The ~~increase~~decrease in gross profit ~~was~~of $3.7 million is primarily attributable to ~~the~~restructuring activities, labor inflation and unfavorable foreign exchange impacts, partially offset by increased pricing to offset material cost through and labor inflationary items. Cost of revenues increase was driven by an increase in ~~sales volume. Included in gross profit is cost~~labor and overhead expenses of ~~revenues, which increased $10.0~~$5.1 million, or ~~27.4%, as~~24.5%; partially offset by a ~~result of an increase~~decrease in raw material and purchased component costs of ~~$5.2~~$0.3 million, or ~~25.8%, and an increase in labor and overhead expenses of $4.8 million, or 29.4%~~1.3%.

As a percentage of revenues, gross profit margin was 8.2% for the three months ended March 31, 2024 compared to 15.2% for the three months ended March 31, ~~2023 compared~~2023. The decrease in gross profit margin was primarily due to ~~8.5% for the~~restructuring activities, labor inflation, and unfavorable foreign exchange impacts. The three months ended March 31, ~~2022, driven by volume, increased pricing and manufacturing efficiencies.~~2024 results include charges of $1.1 million associated with the restructuring program.

Selling, General and Administrative Expenses. SG&A expenses increased ~~$0.6~~$0.3 million for the three months ended March 31, ~~2023~~2024 compared to the three months ended March 31, ~~2022, consistent with the prior year amount on a percent~~2023.

Table of ~~sales basis.~~Contents

Aftermarket & Accessories Segment Results

Three Months Ended March 31, ~~2023~~2024 Compared to Three Months Ended March 31, ~~2022~~2023

The table below sets forth certain Aftermarket & Accessories Segment operating data for the three months ended March 31 (dollars are in thousands):


		2023		2022		$ Change		% Change		2024			2023				$ Change					% Change
Revenues	Revenues	$	37,629	$	30,215	$	7,414	24.5%	Revenues	$	34,061	$	$	37,629	$		$	(3,568)		(9.5)%			(9.5)%
Gross profit	Gross profit	7,227		4,086		3,141		76.9	Gross profit	6,439		7,227		7,227		(788)			(788)		(10.9)			(10.9)
Selling, general & administrative expenses	Selling, general & administrative expenses	1,650		1,465		185		12.6	Selling, general & administrative expenses	1,907		1,650		1,650		257			257		15.6			15.6
Operating income	Operating income	5,577		2,621		2,956		112.8	Operating income	4,532		5,577		5,577		(1,045)			(1,045)		(18.7)			(18.7)

Revenues. The ~~increase~~decrease in Aftermarket & Accessories Segment revenues of $3.6 million primarily resulted from ~~increased~~lower sales volume due to decreased customer demand and ~~increased pricing to offset material cost pass-through.~~the reduction of backlog in the prior period.

Gross Profit. The ~~increase~~decrease in gross profit is primarily attributable to ~~the increase in~~lower sales volume. ~~Included in gross profit is cost~~Cost of revenues ~~which increased $4.3 million, or 16.4%~~decreased in line with the sales decrease of 9.5%, asdriven by a ~~result of an increase~~decrease in raw material and purchased component costs of ~~$3.0~~$2.7 million, or ~~17.8%,~~13.6%; and ~~an increase~~a decrease in labor and overhead expenses of ~~$1.3~~$0.1 million, or ~~14.0%~~1.1%.

As a percentage of revenues, gross profit margin was 18.9% for the three months ended March 31, 2024 compared to 19.2% for the three months ended March 31, ~~2023 compared to 13.5% for the three months ended March 31, 2022. This~~2023. The decrease in gross profit margin was primarily due to ~~increased pricing offsetting moderating cost inflation.~~lower sales volume and product mix.

Selling, General and Administrative Expenses. SG&A expenses increased ~~$0.2~~$0.3 million for the three months ended March 31, ~~2023~~2024 compared to the three months ended March 31, ~~2022.~~2023.

~~Table of Contents~~

Industrial Automation Segment Results

Three Months Ended March 31, ~~2023~~2024 Compared to Three Months Ended March 31, ~~2022~~2023

The table below sets forth certain Industrial Automation Segment operating data for the three months ended March 31 (dollars are in thousands):


		2023		2022		$ Change		% Change		2024			2023				$ Change					% Change
Revenues	Revenues	$	9,747	$	34,126	$	(24,379)	(71.4)%	Revenues	$	4,302	$	$	9,747	$		$	(5,445)		(55.9)%			(55.9)%
Gross profit	Gross profit	214		4,991		(4,777)		(95.7)	Gross profit	(556)		214		214		(770)			(770)		NM1			NM1
Selling, general & administrative expenses	Selling, general & administrative expenses	1,076		1,324		(248)		(18.7)	Selling, general & administrative expenses	1,439		1,076		1,076		363			363		33.7			33.7
Operating income (loss)		(862)		3,667		(4,529)		NM 1
Operating loss									Operating loss	(1,995)			(862)				(1,133)					131.4

1.Not meaningful

Revenues. The ~~modest~~ decrease in Industrial Automation Segment revenues of $5.4 million primarily resulted from lower sales volume due to decreased customer ~~demand which was commensurate with market contraction.~~demand.

Gross Profit. The decrease in gross profit isof $0.8 million was primarily attributable to lower sales volume. ~~Included in gross profit is cost~~Cost of revenues ~~which~~ decreased ~~$19.6 million, or 67.3%~~in line with the sales decrease of 55.9%, ~~as a result of~~driven by a decrease in raw material and purchased component costs of ~~$15.8~~$4.2 million, or ~~69.8%,~~62.2%; and a decrease in labor and overhead expenses of ~~$3.8~~$0.4 million, or ~~58.6%~~15.8%.

As a percentage of revenues, gross profit margin was (12.9)% for the three months ended March 31, 2024 compared to 2.2% for the three months ended March 31, ~~2023 compared~~2023. The decrease in gross profit margin is primarily due to ~~14.6% for~~ the previously noted lower sales volume. The three months ended March 31, ~~2022 due to volume reduction and~~2024 results include charges of $0.1 million associated with the restructuring ~~expenses.~~program.

Selling, General and Administrative Expenses. SG&A expenses ~~decreased $0.2~~increased $0.4 million for the three months ended March 31, ~~2023~~2024 compared to the three months ended March 31, ~~2022,~~2023 primarily ~~driven by overhead reduction.~~attributable to investment in new product development.

Table of Contents

Liquidity and Capital Resources

As of March 31, ~~2023,~~2024, the Company had total liquidity of ~~$188.0~~$189.3 million, including ~~$41.5~~$46.8 million of cash and ~~$146.5~~$142.5 million of availability from its USU.S. and China credit facilities.

Our primary sources of liquidity as of March 31, ~~2023~~ 2024 were operating income, cash ~~reserves~~ and availability under our credit ~~facilities.~~facility. We believe that these sources of liquidity will provide adequate funds for our working capital needs, capital expenditures and debt service throughout the next twelve months. However, no assurance can be given that this will be the case. We also rely on the timely collection of receivables as a source of liquidity. As of March 31, 2024, we had outstanding letters of credit of $1.1 million and borrowing availability of $142.5 million from our U.S. and China credit facilities.

As of March 31, ~~2023,~~2024, cash o~~f $41.5~~ of $46.8 million was held by foreign subsidiaries. The Company had a ~~$1.3~~$0.5 milliondeferred tax liability as of March 31, ~~2023~~2024 for the expected future income tax implications of repatriating cash from the foreign subsidiaries for which no indefinite reinvestment ~~assertion has been made.~~is not expected.

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 the maximum consolidated total leverage ratio will 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 Credit Agreement, as discussed in Note 4, Debt, may be affected 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 covenants and the fixed charge coverage ratio covenant and other covenants in the

~~Table of Contents~~

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 other assumptions that we believe are reasonable under the circumstances. If actual results are substantially different than our current forecast, we may not be able to comply with our financial covenants.

Sources and Uses of Cash


		March 31, 2023		March 31, 2022
		(In thousands)
	Three Months Ended March 31,						Three Months Ended March 31,
	2024					2024		2023
	(In thousands)						(In thousands)
Net cash (used in) provided by operating activities	Net cash (used in) provided by operating activities	$	58	$	(21,398)
Net cash used in investing activities	Net cash used in investing activities	(3,321)		(3,590)
Net cash provided by financing activities	Net cash provided by financing activities	12,377		28,406
Effect of currency exchange rate changes on cash	Effect of currency exchange rate changes on cash	545		(168)
Net increase in cash	Net increase in cash	$	9,659	$	3,250

Operating activities. For the three months ended March 31, ~~2023,~~2024, net cash used in operating activities was $2.4 million compared to net cash provided by operating activities ~~was~~of $0.1 ~~million compared to net cash used in operating activities of $21.4~~ million for the three months ended March 31, ~~2022.~~2023. Net cash ~~provided by~~used in operating activities is primarily attributable to a smaller increase in working capital ~~for~~offset by the decrease in net income from the three months ended March 31, ~~2023~~2024 as compared to the three months ended March 31, ~~2022.~~2023.

Investing activities. For the three months ended March 31, ~~2023,~~2024, net cash used in investing activities ~~was mainly due to capital expenditures and was $3.3~~of $1.9 million compared to ~~$3.6~~$3.3 million for the three months ended March 31, ~~2022.~~2023 was mainly due to an increase in capital expenditures, offset by $3.2 million proceeds from sale of the Company's FinishTEK business during the quarter. In ~~2023,~~2024, we expect capital expenditures to be in the range of ~~$20~~$25 million to ~~$25~~$30 million.

Financing activities. For the three months ended March 31, ~~2023,~~2024, net cash provided by financing activities was ~~$12.4~~$14.2 million compared to ~~$28.4~~$12.4 million for the three months ended March 31, ~~2022.~~2023. Net cash provided by financing activities for the three months ended March 31, ~~2023~~2024 is attributable to borrowings under the revolving credit facility to fund the working capital increase.

Debt and Credit Facilities

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

Table of Contents

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). For a comprehensive discussion of our significant accounting policies, see "Note 1. Significant Accounting Policies", to our consolidated financial statements in Item 8 in our ~~2022~~2023 Form 10-K.

Critical accounting estimates are those that are most important to the portrayal of our financial condition and results. These estimates require management's most difficult, subjective, or complex judgments, often as a result of the need to estimate matters that are inherently uncertain. We review the development, selection, and disclosure of our critical accounting estimates with the Audit Committee of our board of directors. For information about critical accounting estimates, see Critical Accounting Estimates in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our ~~2022~~2023 Form 10-K. At March 31, ~~2023,~~2024, there have been no material changes to our critical accounting estimates from those disclosed in our ~~2022~~2023 Form 10-K.

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 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

~~Table of Contents~~

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 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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 ~~2022~~2023 Form 10-K. As of March 31, ~~2023~~2024, there have been no material changes in our exposure to market risk from those disclosed in our ~~2022~~2023 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.

We evaluated, the effectiveness of our disclosure controls and procedures as of March 31, ~~2023.~~2024. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were

Table of Contents

effective as of March 31, ~~2023~~2024 to provide reasonable assurance that information required to be disclosed in our reports 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 management as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting. There were no changes during the quarter ended March 31, ~~2023~~2024 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

Table of Contents

PART II. OTHER INFORMATION

ITEM 1 Legal Proceedings

We are subject to various legal proceedings and claims arising in the ordinary course of business, including, but not limited to, product liability claims, customer and supplier disputes, service provider disputes, examinations by taxing authorities, employment disputes, workers’ compensation claims, unfair labor practice charges, OSHA investigations, intellectual property disputes and environmental claims arising out of the conduct of our businesses. 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 Risk Factors

You should carefully consider the information in this Form 10-Q, the risk factors discussed in "Risk Factors" and other risks discussed in our ~~2022~~2023 Form 10-K and our filings with the SEC since December 31, ~~2022.~~2023. 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.

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds

We did not sell any equity securities during the three months ended March 31, ~~2023~~2024 that were not registered under the Securities Act of 1933, as amended. We did not repurchase any equity securities during the three months ended March 31, ~~2023.~~2024.

ITEM 3 Defaults Upon Senior Securities

Not applicable.

ITEM 4 Mine Safety Disclosures

Not applicable.

ITEM 5 Other Information

~~Not applicable.~~Neither the Company nor any of our officers or directors adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement as defined by Item 408(a) and Item 408(d) of Regulation S-K during the last fiscal quarter.

~~Table of Contents~~

ITEM 6 Exhibits



~~3.1~~			Amended and Restated Bylaws of Commercial Vehicle Group, Inc., effective February 1, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 2, 2023).
10.1*			~~Restricted Stock Agreement between Harold C. Bevis and Commercial Vehicle Group, Inc. dated as of March 31, 2023~~
10.2*			~~Performance Award Agreement (ROIC cash) between Harold C. Bevis and Commercial Vehicle Group, Inc. dated as of March 31, 2023.~~
10.3*			~~Performance Award Agreement (ROIC stock) between Harold C. Bevis and Commercial Vehicle Group, Inc. dated as of March 31, 2023.~~
10.4*			~~Performance Award Agreement (TSR cash) between Harold C. Bevis and Commercial Vehicle Group, Inc. dated as of March 31, 2023.~~
10.5*			~~Performance Award Agreement (TSR stock) between Harold C. Bevis and Commercial Vehicle Group, Inc. dated as of March 31, 2023.~~
10.6*			~~Form of Restricted Stock Agreement pursuant to Commercial Vehicle Group, Inc. 2020 Equity Incentive Plan.~~
10.7*			~~Form of Performance Award Agreement (ROIC stock to cash) pursuant to Commercial Vehicle Group, Inc. 2020 Equity Incentive Plan.~~
10.8*			~~Form of Performance Award Agreement (TSR stock to cash) pursuant to Commercial Vehicle Group, Inc. 2020 Equity Incentive Plan.~~
31.1			302 Certification by ~~Harold C. Bevis,~~James R. Ray, President and Chief Executive Officer.
31.2			302 Certification by Andy Cheung, Executive Vice President and 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


*			~~Management contract or compensatory arrangement.~~

2625

Table of Contents

SIGNATURE

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

COMMERCIAL VEHICLE GROUP, INC.

Date:

May ~~2, 2023~~6, 2024

/s/ Andy Cheung

Chung Kin Cheung ("Andy Cheung")

Chief Financial Officer

(Principal Financial Officer)

Date:

May ~~2, 2023~~6, 2024

/s/ Angela M. O'Leary

Angela M. O'Leary

Chief Accounting Officer

(Principal Accounting Officer)

2726


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%