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What changed in Commercial Vehicle Group, Inc.'s 10-K2022 vs 2023

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Paragraph-level year-over-year comparison of Commercial Vehicle Group, Inc.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+185 added248 removedSource: 10-K (2024-03-14) vs 10-K (2023-03-06)

Top changes in Commercial Vehicle Group, Inc.'s 2023 10-K

185 paragraphs added · 248 removed · 167 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeIt is customary for the company to employ temporary employees to both flex up / down to demand rates. Of our permanent workforce, approximately 1,000 (13)% were salaried and the remainder were hourly As of December 31, 2022, all of the Company's U.S. employees were non-union and a majority of the Company's personnel in Mexico were unionized.
Biggest changeApproximately 6,200 (81%) of the Company's permanent employees are located outside of the United States and 1,500 (19%) are located in the United States. It is customary for the Company to employ temporary employees to both flex up/down to demand rates. Of our permanent workforce, approximately 1,000 (13%) are salaried and the remainder are hourly.
This segment includes a portion of the company’s activities in the electric vehicle market. Plastic components ("Trim") primarily for the North America commercial vehicle market and power sports markets; and Cab structures for the North American medium-duty/heavy-duty ("MD/HD") truck market.
This segment includes a portion of the company’s activities in the electric vehicle market. Plastic & Trim components primarily for the North America commercial vehicle market and power sports markets; and Cab structures for the North American medium-duty/heavy-duty ("MD/HD") truck market.
Intellectual Property Our major brands include CVG , Sprague Devices ® , Moto Mirror ® , RoadWatch ® , KAB Seating , National Seating , Bostrom Seating ® , Stratos , FinishTEK and AdvancTEK . We believe that our brands are valuable but that our business is not dependent on any one brand.
Intellectual Property Our major brands include CVG , Sprague Devices ® , Moto Mirror ® , RoadWatch ® , KAB Seating , National Seating , Bostrom Seating ® , Stratos , and AdvancTEK . We believe that our brands are valuable but that our business is not dependent on any one brand.
The Industrial Automation segment designs, manufactures and sells the following products: Warehouse automation subsystems including control panels, electro-mechanical assemblies, cable assemblies, and power and communication solutions. The end markets for these products primarily include e-commerce, warehouse integration, transportation and the military/defense industry. 1 Table of Contents The charts below display CVG's net sales by segment and geography for the year ended December 31, 2022.
The Industrial Automation segment designs, manufactures and sells the following products: Warehouse automation subsystems including control panels, electro-mechanical assemblies, cable assemblies, and power and communication solutions. The end markets for these products primarily include e-commerce, warehouse integration, transportation and the military/defense industry. 1 Table of Contents The charts below display CVG's net sales by segment and geography for the year ended December 31, 2023.
Diversity, Equity and Inclusion - The Company is intentional in its commitment to diversity, equity and inclusion including a diverse Board of Directors and executive leadership team.
Diversity, Equity and Inclusion - The Company is intentional in its commitment to diversity, equity and inclusion including ensuring a diverse Board of Directors and executive leadership team.
The Electrical Systems segment designs, manufactures and sells the following products: Cable and harness assemblies for both high and low voltage applications, control boxes, dashboard assemblies and design and engineering for these applications. The end markets for these products are construction, agricultural, industrial, automotive (both internal combustion and electric vehicles), truck, mining, rail and the military/ defense industries in North America, Europe and Asia-Pacific.
The Electrical Systems segment designs, manufactures and sells the following products: Cable and harness assemblies for both high and low voltage applications, control boxes, dashboard assemblies and design and engineering for these applications. The end markets for these products are construction, agricultural, industrial, automotive (both internal combustion and electric vehicles), truck, mining, rail, marine, power generation and the military/ defense industries in North America, Europe and Asia-Pacific.
Shifting retailer behavior and consumer expectations are creating a significant need for incremental automation within warehouses. Given consumer demands for next-day (and same-day) delivery, there has been a surge in demand for “last mile” urban fulfillment centers, which are typically supported by very large distribution centers located in the outer ring of a city.
Shifting retailer behavior and consumer expectations are creating a significant need for incremental automation within warehouses and other industrial facilities. Given consumer demands for next-day (and same-day) delivery, there has been a surge in demand for “last mile” urban fulfillment centers, which are typically supported by very large distribution centers located in the outer ring of a city.
The environmental laws continue to be amended and revised to impose stricter obligations, and compliance with future additional environmental requirements could necessitate capital outlays. However, the Company does not believe that these 6 Table of Contents expenditures will ultimately result in a material adverse effect on its financial position or results of operations.
The environmental laws continue to be amended and revised to impose stricter obligations, and compliance with future additional environmental requirements could necessitate capital outlays. However, the Company does not believe that these expenditures will ultimately result in a material adverse effect on its financial position or results of operations.
We design, engineer and produce plastic components and assemblies for MD/HD, power sports vehicles, specialty vehicle applications, and diversified markets. We offer thermoformed products, injection molded products, reaction injection molded products (RIM), and decorated / hydrographic finished products. We also assemble components and fabrics to these formed plastic parts and deliver complete subassemblies in bulk and sequenced VIN specific.
We design, engineer and produce plastic components and assemblies for MD/HD, power sports vehicles, specialty vehicle applications, and diversified markets. We offer thermoformed products, injection molded products, reaction injection molded products (RIM), and decorated / hydrographic finished products. We also assemble components and fabrics to these formed plastic parts and deliver complete subassemblies in bulk and in sequence.
We design, manufacture and provide a variety of interior design products including armrests, grab handles, storage systems, floor coverings, floor mats, sleeper bunks, headliners, wall panels, and privacy curtains that can be part of the overall cab structure or standalone assemblies depending on the customer application. ELECTRICAL SYSTEMS SEGMENT OVERVIEW Electrical Systems Segment Products Wire Harness Assemblies .
We design, manufacture and provide a variety of interior design products including armrests, grab handles, storage systems, floor coverings, floor mats, sleeper bunks, headliners, wall panels, and privacy curtains that can be part of the overall cab structure or standalone assemblies depending on the customer application.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS See Item 10. Directors, Executive Officers and Corporate Governance" in Part III of this Annual Report on Form 10-K.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS See Item 10. Directors, Executive Officers and Corporate Governance" in Part III of this Annual Report on Form 10-K. 7 Table of Contents
We offer customers a wide variety of cost-effective finishes in paint, ultra violet, hard coating and customized industrial hydrographic films (simulated appearance of wood grain, carbon fiber, brushed metal, marbles, camouflage and custom patterns), and other interior and exterior finishes.
We offer customers a wide variety of cost-effective finishes in paint, ultra violet, hard coating and customized industrial hydrographic films (simulated appearance of wood grain, carbon fiber, brushed metal, marbles, camouflage and custom patterns), and other interior and exterior finishes. 2 Table of Contents Cab Interiors.
We design, engineer and produce a wide range of high and low voltage electrical wire systems for vehicles and subsystems, which include, Ethernet, battery cables and power distribution boxes.
ELECTRICAL SYSTEMS SEGMENT OVERVIEW Electrical Systems Segment Products Wire Harness Assemblies . We design, engineer and produce a wide range of high and low voltage electrical wire systems for vehicles and subsystems, which include, Ethernet, battery cables and power distribution boxes.
Research and development costs for the years ended December 31, 2022, 2021 and 2020 totaled $7.1 million, $9.1 million and $6.4 million, respectively.
Research and development costs for the years ended December 31, 2023, 2022 and 2021 totaled $6.2 million, $7.1 million and $9.1 million, respectively.
Competition Within each of our principal product categories we compete with a variety of independent suppliers and with vertically integrated in-house operations, primarily on the basis of price, breadth of product offerings, product quality, technical expertise, development capability, product delivery and product service.
Competition Within each of our principal product categories we compete with a variety of independent suppliers and with vertically integrated in-house operations, primarily on the basis of price, breadth of product offerings, product quality, technical expertise, development capability, product delivery and product service. Manufacturing Processes We utilize a wide range of manufacturing processes to produce our products.
We typically purchase steel, copper and petroleum-based products at market prices that are fixed over varying periods of time. Due to the volatility in pricing, we use methods such as market index pricing and competitive bidding to assist in reducing our overall cost.
We typically purchase steel, copper and petroleum-based products at market prices that are fixed over varying periods of time. Due to the volatility in pricing, we use methods such as market index pricing and competitive bidding to assist in reducing our overall cost. We strive to align our customer pricing and material costs to minimize the impact of price fluctuations.
AVAILABLE INFORMATION 7 Table of Contents We maintain a website on the Internet at www.cvgrp.com.
AVAILABLE INFORMATION We maintain a website on the Internet at www.cvgrp.com.
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.
The products produced by each of 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.
Demand in the medium and heavy construction equipment market is typically related to the level of larger-scale infrastructure development projects such as highways, dams, harbors, hospitals, airports and industrial development as well as activity in the mining, forestry and other commodities industries. 4 Table of Contents Purchasers of medium and heavy construction equipment include construction companies, municipalities, local governments, rental fleet owners, quarrying and mining companies and forestry related industries.
Demand in the medium and heavy construction equipment market is typically related to the level of larger-scale infrastructure development projects such as highways, dams, harbors, hospitals, airports and industrial development as well as activity in the mining, forestry and other commodities industries.
Manufacturing Processes 5 Table of Contents We utilize a wide range of manufacturing processes to produce our products. The end markets for our products can be highly specialized and our customers frequently request modified products in low volumes within an expedited delivery timeframe. As a result, we primarily utilize flexible manufacturing cells at our production facilities.
The end markets for our products can be highly specialized and our customers frequently request modified products in low volumes within an expedited delivery timeframe. As a result, we primarily utilize flexible manufacturing cells at our production facilities. Manufacturing cells are clusters of individual manufacturing operations and work stations.
Purchasers of light construction equipment include contractors, rental fleet owners, landscapers, logistics companies and farmers. Military Equipment Market. We supply products for heavy- and medium-payload tactical vehicles and complex military communications equipment over multiple product lines that are used by various defense customers. Military equipment production is particularly sensitive to political and governmental budgetary considerations. Industrial Automation Market.
We supply products for heavy- and medium-payload tactical vehicles and complex military communications equipment over multiple product lines that are used by various defense customers. Military equipment production is particularly sensitive to political and governmental budgetary considerations. 4 Table of Contents Industrial Automation Market.
The Company recognizes the importance of leveraging diversity, equity and inclusion in who we are and how we work. Our Executive Diversity & Inclusion Steering Committee continues to focus on expanding the diversity of our talent pipeline through our recruiting, development, communication, and retention.
Among our global workforce, 49% is female, and among our domestic workforce, 32% is racially diverse. The Company recognizes the importance of leveraging diversity, equity and inclusion in who we are and how we work. We continue to focus on expanding the diversity of our talent pipeline through our recruiting, development, communication, and retention.
Approximately one fourth of our current Board is diverse by race or gender and one fourth of our current executive team is diverse by race or gender with others bringing diversity of experience, thought and perspective to their leadership roles. Among our global workforce, 47% is female, and among our domestic workforce, 32% is racially diverse.
Approximately one-third of our current Board is diverse by race or gender and one-fourth of our current executive team including our President and Chief Executive Officer James Ray is diverse by race or gender with others bringing diversity of experience, thought and perspective to their leadership roles.
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. Our Long-term Strategy Refer to Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.
We primarily manufacture customized products to meet the requirements of our customer. We believe our products are used by a majority of the North American Commercial Truck manufacturers, many construction vehicle original equipment manufacturers ("OEMs"), parts and service dealers, distributors, as well as top e-commerce retailers.
Item 1. Business COMPANY OVERVIEW At Commercial Vehicle Group, Inc. and its subsidiaries, we deliver real solutions to complex design, engineering and manufacturing problems while creating positive change for our customers, industries, and communities we serve. References herein to the "Company", "CVG", "we", "our", or "us" refer to Commercial Vehicle Group, Inc. and its subsidiaries.
Item 1. Business COMPANY OVERVIEW 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. 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 developed leaders and emerging leaders for targeted training opportunities and have leveraged online learning platforms to make training more accessible for our workforce. Compensation and Benefits - Our compensation programs reinforce a pay for performance philosophy with market-based compensation and benefits that are competitive for the manufacturing sector. Specific programs vary worldwide based on regional practices and benchmarks.
Compensation and Benefits - Our compensation programs reinforce a pay-for-performance philosophy with market-based compensation and benefits that are competitive for the manufacturing sector. Specific programs vary worldwide based on regional practices and benchmarks.
We employ just-in-time manufacturing and sourcing in our operations to meet customer requirements for faster deliveries and to minimize our need to carry significant inventory levels.
Several of our manufacturing facilities are strategically located near our customers’ assembly facilities, which facilitates this process and minimizes shipping costs. We employ just-in-time manufacturing and sourcing in our operations to meet customer requirements for faster deliveries and to minimize our need to carry significant inventory levels.
We have manufacturing operations in the United States, Mexico, China, United Kingdom, Belgium, Czech Republic, Ukraine, Thailand, India and Australia. Our products are primarily sold in North America, Europe, and the Asia-Pacific region. We primarily manufacture customized products to meet the requirements of our customer.
References herein to the "Company", "CVG", "we", "our", or "us" refer to Commercial Vehicle Group, Inc. and its subsidiaries. We have manufacturing operations in the United States, Mexico, China, United Kingdom, Czech Republic, Ukraine, Morocco, Thailand, India and Australia. Our products are primarily sold in North America, Europe, and the Asia-Pacific region.
The Company cannot predict the precise effect such future requirements, if enacted, would have on the Company. The Company believes that such regulations would be enacted over time and would affect the industry as a whole.
The Company cannot predict the precise effect such future requirements, if enacted, would have on the Company.
The segment name change did not result in any change to the composition of the Company's segments and therefore did not result in any change to historical results. Our segments offer various products which are sold into many end markets such as internal combustion commercial vehicles, electric vehicles, construction equipment, power sports, industrial automation and military.
Our Long-term Strategy Refer to Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations. SEGMENTS Our segments offer various products which are sold into many end user markets such as internal combustion commercial vehicles, electric vehicles, construction equipment, power sports, industrial automation and military. Certain of our facilities manufacture and sell products through multiple business segments.
Our engineering and production capabilities include virtual wiring boards, automatic plug insertion stations, system architecture and schematic development and prototyping. Our electrical systems segment products are sold into the construction, agriculture, industrial, e-commerce and electric vehicles, traditional automotive, mining, rail and military end markets.
Our electrical systems segment products are sold into the construction, agriculture, industrial, e-commerce and electric vehicles, traditional automotive, mining, rail, military end markets, marine, power generation and the military/defense industries in North America, Europe and Asia-Pacific.
We offer electro-mechanical assemblies, including box builds, complex automated and robotic systems, and large multi-cabinet control cabinets with power distribution, communication and cabling.
We offer electro-mechanical assemblies, including box builds, complex automated and robotic systems, and large multi-cabinet control cabinets with power distribution, communication and cabling. Our service includes mechanical assembly, wire and cable routing, automated wire preparation capabilities, complex configurations, test and custom palletizing and crating solutions. 3 Table of Contents OUR CONSOLIDATED OPERATIONS Primary Industries Served Commercial Vehicle Market.
Manufacturing cells are clusters of individual manufacturing operations and work stations. This provides flexibility by allowing efficient changes to the number of operations each operator performs. When compared to the more traditional, less flexible assembly line process, cell manufacturing allows us to better maintain our product output consistent with our OEM customers’ requirements and minimize the level of inventory.
When compared to the more traditional, less flexible assembly line process, cell manufacturing allows us to better maintain our product output consistent with our OEM customers’ requirements and minimize the level of inventory. 5 Table of Contents We have systems in place that allow us to provide complete customized interior kits in returnable containers and disposable dunnage that are delivered in sequence.
Approximately 74% of our European, Asian and Australian operations were represented by some form of shop steward committees. The Company is committed to establishing and developing a workforce to support our long term diversification and growth strategy through targeted external recruiting, and internal development and succession planning.
The Company is committed to establishing and developing a workforce to support our long-term diversification and growth strategy through targeted external recruiting, and internal development and succession planning. We continue to develop our leaders and identify emerging leaders for targeted training opportunities and continue to leverage virtual learning platforms to make training more accessible for our global workforce.
Our cab structures, which are manufactured from both steel and aluminum, are delivered fully assembled and primed for paint. Cab Interiors.
Our plastic products are sold under several brand names including FinishTEK and AdvancTEK . CVG sold its FinishTEK business effective January 31, 2024. Cab Structures . We design, manufacture and assemble complete cab structures. Our cab structures, which are manufactured from both steel and aluminum, are delivered fully assembled and primed for paint.
Some of our plants continue to operate with masking policies where we experience a surge in cases both in the facility or the larger community. CVG is committed to operating in an ethical and sustainable manner that benefits all our stakeholders including customers, employees and the communities we serve.
Our 2023 full year incident rate of 0.37 is below the industry benchmarks and a 19% decrease year over year while working approximately 72,000 fewer hours. CVG is committed to operating in an ethical and sustainable manner that benefits all our stakeholders including customers, employees, shareholders and the communities we serve.
Our production capabilities include low and high volume serial production with low and high volume circuitry, RIM (reaction injection molding) and specialized testing. Cable Harness Assemblies . Our primary product offerings include engineering design for customized cable assemblies, control boxes, fuse boxes, dashboard assemblies in multiple sizes, complexity, and applications.
Our production capabilities include low and high volume serial production with low and high volume circuitry, RIM (reaction injection molding) and specialized testing. Our engineering and production capabilities include virtual wiring boards, automatic plug insertion stations, system architecture and schematic development and prototyping.
Human Capital, Environmental, Social and Governance As of December 31, 2022, we had approximately 8,000 employees of which 7,600 were permanent employees and 400 (5)% were temporary employees. 6,100 (80)% of the Company's employees are international and 1,500 (20)% of the Company's employees are in the United States.
The Company believes that such regulations would be enacted over time and would affect the industry as a whole. 6 Table of Contents Human Capital, Environmental, Social and Governance As of December 31, 2023, CVG employs approximately 8,200 employees of which 7,700 are permanent employees and 500 are temporary employees.
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SEGMENTS Contemporaneously with the filing of this Form 10-K, we updated our reportable segments to rename Warehouse Automation to Industrial Automation. We continue to report our results in four segments - Vehicle Solutions, Electrical Systems, Aftermarket & Accessories and Industrial Automation.
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Purchasers of medium and heavy construction equipment include construction companies, municipalities, local governments, rental fleet owners, quarrying and mining companies and forestry related industries. Purchasers of light construction equipment include contractors, rental fleet owners, landscapers, logistics companies and farmers. Military Equipment Market.
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Certain of our facilities manufacture and sell products through multiple business segments. The products produced by each of our segments are more specifically described below.
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This provides flexibility by allowing efficient changes to the number of operations each operator performs.
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Our plastic products are sold under several brand names including FinishTEK ™ and AdvancTEK ™ . 2 Table of Contents Cab Structures and Interior Parts . We design, engineer and produce complete cab structures and interior design components for commercial vehicles. Our principal products in this category include: Cab Structures. We design, manufacture and assemble complete cab structures.
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As of December 31, 2023, all of the Company's U.S. employees are non-union and a majority of the Company's personnel in Mexico are unionized. Approximately 74% of our European, Asian and Australian operations are represented by some form of shop steward committees.
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Our service includes mechanical assembly, wire and cable routing, automated wire preparation capabilities, complex configurations, test and custom palletizing and crating solutions. 3 Table of Contents OUR CONSOLIDATED OPERATIONS As a diverse global company, we are affected by supply chain disruptions, instability in certain regions, commodity prices, foreign currency volatility and policies regarding trade and imports.
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While we continue to operate, consistent with applicable government guidelines, we are experiencing, and may continue to experience, production slowdowns and/or shutdowns at our manufacturing facilities in North America, Europe and Asia Pacific as a result of government orders, our inability to obtain component parts from suppliers and/or unpredictable customer demand.
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In addition, many of our suppliers and customers are also experiencing, and may continue to experience, production slowdowns and/or shutdowns, which may further impact our business, sales and results of operation. Primary Industries Served Commercial Vehicle Market.
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The impact of the COVID-19 pandemic and the global economy on raw material sourcing has affected the supply and prices of certain of our products. We strive to align our customer pricing and material costs to minimize the impact of price fluctuations.
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We have systems in place that allow us to provide complete customized interior kits in returnable containers and disposable dunnage that are delivered in sequence. Several of our manufacturing facilities are strategically located near our customers’ assembly facilities, which facilitates this process and minimizes shipping costs.
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Our 2022 full year incident rate of 0.52 is below the industry benchmarks and a 20% decrease year over year while working approximately 300,000 more hours. The impact of the COVID-19 pandemic during 2022 continued to require our focus and monitoring.
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We continued the evolution of safety practices and procedures to protect our employees, ensuring our work continuity as an essential manufacturing employer. During 2022, we maintained our prevention and mitigation strategies including minimal travel across borders where non-essential, visitor restrictions, and site screening protocols were in place.
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We continue to use safety programs in our largest facilities for rapid onsite antibody testing and high-capacity thermal scanners. As we see surges occur in local areas, our sites have adopted flexible programs regarding masks and social distancing as required.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisks Related to Our Common Stock Our operating results, revenues and expenses may fluctuate significantly from quarter-to-quarter or year-to-year, which could have an adverse effect on the market price of our common stock. Our operating results, revenues and expenses have in the past varied and may in the future vary significantly from quarter-to-quarter or year-to-year.
Biggest changeIf necessary, we may not be able to sell assets quickly enough or for sufficient amounts to enable us to meet our obligations. 16 Table of Contents Risks Related to Our Common Stock Our operating results, revenues and expenses may fluctuate significantly from quarter-to-quarter or year-to-year, which could have an adverse effect on the market price of our common stock.
There are certain risks inherent in our international business activities including, but not limited to: the difficulty of enforcing agreements and collecting receivables through certain foreign legal systems; foreign customers, who may have longer payment cycles than customers in the U.S.; foreign currency exchange rate fluctuations affecting our ability to match revenue received with costs; tax rates in certain foreign countries, which may exceed those in the U.S., withholding requirements or the imposition of tariffs, exchange controls or other restrictions, including restrictions on repatriation, of foreign earnings; intellectual property protection difficulties; general economic and political conditions, along with major differences in business culture and practices, including the challenges of dealing with business practices that may impact the company’s compliance efforts, in countries where we operate; exposure to local social unrest, including any acts of war, terrorism or similar events; exposure to local minimum wage requirements; the difficulties associated with managing a large organization spread throughout various countries; and complications in complying with a variety of laws and regulations related to doing business with and in foreign countries, some of which may conflict with U.S. law or may be vague or difficult to comply with.
There are certain risks inherent in our international business activities including, but not limited to: the difficulty of enforcing agreements and collecting receivables through certain foreign legal systems; foreign customers, who may have longer payment cycles than customers in the U.S.; foreign currency exchange rate fluctuations affecting our ability to match revenue received with costs; tax rates in certain foreign countries, which may exceed those in the U.S., withholding requirements or the imposition of tariffs, exchange controls or other restrictions, including restrictions on repatriation, of foreign earnings; intellectual property protection difficulties; general economic and political conditions, along with major differences in business culture and practices, including the challenges of dealing with business practices that may impact the company’s compliance efforts, in countries where we operate; 10 Table of Contents exposure to local social unrest, including any acts of war, terrorism or similar events; exposure to local minimum wage requirements; the difficulties associated with managing a large organization spread throughout various countries; and complications in complying with a variety of laws and regulations related to doing business with and in foreign countries, some of which may conflict with U.S. law or may be vague or difficult to comply with.
General Risk Factors Security breaches and other disruptions could compromise our information systems and expose us to liability, which could cause our business and reputation to suffer. We rely on technology for the operation of our business. Systems failures or outages could compromise our ability to conduct business and hurt our relationships with our business partners and customers.
Other Risk Factors Security breaches and other disruptions could compromise our information systems and expose us to liability, which could cause our business and reputation to suffer. We rely on technology for the operation of our business. Systems failures or outages could compromise our ability to conduct business and hurt our relationships with our business partners and customers.
In addition, if we fail to comply with the covenants set forth in our credit facilities the lenders thereunder could declare an event of default and cause all amounts outstanding thereunder to be due and payable immediately.
In addition, if we fail to comply with the covenants set forth in our credit facilities, the lenders could declare an event of default and cause all amounts outstanding to be due and payable immediately.
If successful, a claim of infringement against us and our inability to license the infringed or similar technology and/or product could have an adverse effect on our business, operating results and financial condition. We may be subject to product liability claims, recalls or warranty claims, which could be expensive, damage our reputation and result in a diversion of management resources.
If successful, a claim of infringement against us and our inability to license the infringed or similar technology and/or product could have an adverse effect on our business, operating results and financial condition. 14 Table of Contents We may be subject to product liability claims, recalls or warranty claims, which could be expensive, damage our reputation and result in a diversion of management resources.
For example, customers may refuse to pay increased prices that meet our profitability targets, resource from other suppliers, or not issue purchase orders to us with large volumes. Any failure to successfully implement price increases could have an adverse effect on our business, results of operations and growth potential.
For example, customers may refuse to pay increased prices that meet our profitability targets, re-source from other suppliers, or not issue purchase orders to us with large volumes. Any failure to successfully implement price increases could have an adverse effect on our business, results of operations and growth potential.
While technology can streamline many business processes and ultimately reduce the costs of operations, technology initiatives present short-term cost and also have implementation and operational risks. In addition, we may have inaccurate expense projections, implementation schedules or expectations regarding the effectiveness of the end product. These issues could escalate over time.
While technology can streamline many business processes and ultimately reduce the 17 Table of Contents costs of operations, technology initiatives present short-term cost and also have implementation and operational risks. In addition, we may have inaccurate expense projections, implementation schedules or expectations regarding the effectiveness of the end product. These issues could escalate over time.
Our senior secured revolving and term loan credit facilities require us to maintain certain financial ratios and to comply with various operational and other covenants. If we do not comply with those covenants, we would be precluded from borrowing under the senior secured revolving credit facility, which could have an adverse effect on our business, financial condition and liquidity.
Our senior secured revolving and term loan credit facilities require us to maintain certain financial ratios and to comply with various operational and other covenants. If we do not comply with those covenants, we are precluded from borrowing under the senior secured revolving credit facility, which could have an adverse effect on our business, financial condition and liquidity.
Some of our competitors are companies that are larger and have greater financial and other resources than we do. In some cases, we compete with divisions of our OEM customers. Our products primarily compete on the basis of price, breadth of product offerings, product quality, technical expertise, development capability, product delivery and product service.
Some of our competitors are companies that are larger and have greater financial and other resources than we do. In some cases, we compete with divisions of our OEM customers. Our products primarily compete on the basis of price, breadth of product offerings, product quality, technical 11 Table of Contents expertise, development capability, product delivery and product service.
We are subject to certain risks associated with our foreign operations. We have operations in the Mexico, China, United Kingdom, Czech Republic, Ukraine, Belgium, Australia, India and Thailand, which collectively accounted for approximately 24% of our total revenues for the year ended December 31, 2022.
We are subject to certain risks associated with our foreign operations. We have operations in the Mexico, China, United Kingdom, Czech Republic, Morocco, Ukraine, Belgium, Australia, India and Thailand, which collectively accounted for approximately 24% of our total revenues for the year ended December 31, 2023.
There can be no assurance that we will not incur charges in the future as changes in economic or operating conditions impacting the estimates and assumptions could result in additional impairment. Any future impairments may adversely affect our results of operations.
There can be no assurance that we will not incur charges in the future as changes in economic or operating conditions impacting 13 Table of Contents the estimates and assumptions could result in additional impairment. Any future impairments may adversely affect our results of operations.
We are committed to supplying products to our customers at selling prices that may, with the benefit of hindsight, not be sufficient to cover the direct cost to produce such products, which may be as a result of among other factors, inflation or increased employment costs due to current labor markets or other factors, as we experienced in 2020, 2021 and 2022.
We are committed 9 Table of Contents to supplying products to our customers at selling prices that may, with the benefit of hindsight, not be sufficient to cover the direct cost to produce such products, which may be as a result of among other factors, inflation or increased employment costs due to current labor markets or other factors, as we experienced in 2020, 2021, 2022 and 2023.
While we take commercially reasonable measures to keep our systems and data secure, it is difficult or impossible to defend against every risk being posed by changing technologies as well as criminal and state-sponsored cybercrime and cyber threats.
While we take what we believe to be commercially reasonable measures to keep our systems and data secure, it is difficult or impossible to defend against every risk being posed by changing technologies as well as criminal and state-sponsored cybercrime and cyber threats.
We rely on third parties for raw materials, parts, and components. We source a variety of systems, components, raw materials and parts, including but not limited to top covers, fabricated steel, semiconductor chips, chemicals, seat-foam, air bag, air bag inflators, seat belts, and other components from third parties.
We source a variety of systems, components, raw materials and parts, including but not limited to top covers, fabricated steel, semiconductor chips, chemicals, seat-foam, air bag, air bag inflators, seat belts, and other components from third parties.
If we are unable to borrow under our senior secured revolving credit facility, we will need to meet our capital requirements using other sources; however, alternative sources of liquidity may not be available on acceptable terms.
If 15 Table of Contents we are unable to borrow under our senior secured revolving credit facility, we will need to meet our capital requirements using other sources; however, alternative sources of liquidity may not be available on acceptable terms.
Accordingly, we are subject to risk of warranty claims in the event that our products do not conform to our customers’ specifications or, in some cases in the event 15 Table of Contents that our products do not conform to their customers’ expectations.
Accordingly, we are subject to risk of warranty claims in the event that our products do not conform to our customers’ specifications or, in some cases in the event that our products do not conform to their customers’ expectations.
An economic or credit crisis could occur and impair credit availability and our ability to raise capital when needed. A disruption in the financial markets could impair our banking or other business partners, on whom we rely for 8 Table of Contents access to capital.
An economic or credit crisis could occur and impair credit availability and our ability to raise capital when needed. A disruption in the financial markets could impair our banking or other business partners, on whom we rely for access to capital.
The invasion of Ukraine by Russia and the retaliatory measures taken by the U.S., NATO and other countries have created global security concerns and economic uncertainty that could have a lasting impact on regional and global economies.
The invasion of Ukraine by Russia and the retaliatory measures taken by the U.S., NATO and other countries, and the war in the Middle East, have created global security concerns and economic uncertainty that could have a lasting impact on regional and global economies.
Future changes in the regulatory and business environments in which we operate, including increased trade protectionism and tariffs, may adversely affect our ability to sell our products or source materials needed to manufacture our products.
Future changes in the regulatory and business environments in which we operate, including increased trade protectionism and 8 Table of Contents tariffs, may adversely affect our ability to sell our products or source materials needed to manufacture our products.
Our results could be adversely impacted by significant changes in our effective tax rate. Additionally, any changes to manufacturing activities could result in significant changes to our effective tax 14 Table of Contents rate related to products manufactured either in the United States or in international jurisdictions.
Our results could be adversely impacted by significant changes in our effective tax rate. Additionally, any changes to manufacturing activities could result in significant changes to our effective tax rate related to products manufactured either in the United States or in international jurisdictions.
We may be assessed surcharges on certain purchases of steel, copper and other raw materials. There is currently a well-publicized global shortage of semiconductor chips and several of the raw materials we use.
We may be assessed surcharges on certain purchases of steel, copper and other raw materials. Recently, there was a well-publicized global shortage of semiconductor chips and several of the raw materials we use.
In addition, the agreements governing the senior secured revolving and term loan credit facilities contain covenants that, among other things, restrict our ability to: incur liens; incur or assume additional debt or guarantees or issue preferred stock; prepay, or make redemptions and repurchases of, subordinated debt; make loans and investments; engage in mergers, acquisitions, asset sales, sale/leaseback transactions and transactions with affiliates; place restrictions on the ability of subsidiaries to pay dividends or make other payments to the issuer; change the business conducted by us or our subsidiaries; and amend the terms of subordinated debt. 16 Table of Contents Our indebtedness may adversely affect our cash flow and our ability to operate our business, remain in compliance with debt covenants and make payments on our indebtedness.
In addition, the agreements governing the senior secured revolving and term loan credit facilities contain covenants that, among other things, restrict our ability to: incur liens; incur or assume additional debt or guarantees or issue preferred stock; prepay, or make redemptions and repurchases of, subordinated debt; make loans and investments; engage in mergers, acquisitions, asset sales, sale/leaseback transactions and transactions with affiliates; place restrictions on the ability of subsidiaries to pay dividends or make other payments to the issuer; change the business conducted by us or our subsidiaries; and amend the terms of subordinated debt.
Additionally, a significant outbreak of any other contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for our products and adversely impact our operating results.
A significant outbreak of any other contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for our products and adversely impact our operating results. Item 1B. Unresolved Staff Comments None.
If we lose senior management or the services of our skilled workforce, or if we are unable to attract, train, integrate and retain the highly skilled personnel we need, our business, operating results and financial condition could be adversely affected.
If we lose senior management or the services of our skilled workforce, or if we are unable to attract, train, integrate and retain the highly skilled personnel we need, our business, operating results and financial condition could be adversely affected. We may be adversely impacted by labor strikes, work stoppages and other matters.
We may, as a result of these factors, be unable to meaningfully focus on 12 Table of Contents product innovation as a strategy and may therefore be unable to meet our customers’ demands for product innovation, which could have an adverse effect on our business, operating results and financial condition.
We may, as a result of these factors, be unable to meaningfully focus on product innovation as a strategy and may therefore be unable to meet our customers’ demands for product innovation, which could have an adverse effect on our business, operating results and financial condition. We rely on third parties for raw materials, parts, and components.
Many of our OEM customers and their suppliers also have unionized work forces. Work stoppages or slow-downs experienced by OEMs or their other suppliers could result in slow-downs or closures of assembly plants where our products are included in assembled commercial vehicles.
We may encounter future unionization efforts or other types of conflicts with labor unions or our employees. Many of our OEM customers and their suppliers also have unionized work forces. Work stoppages or slow-downs experienced by OEMs or their other suppliers could result in slow-downs or closures of assembly plants where our products are included in assembled commercial vehicles.
If we experience periods of low demand for our products or there is volatility in the commercial vehicle market in the future, it could have an adverse effect on our revenues, operating results and financial position.
If we experience periods of low demand for our products or there is volatility in the commercial vehicle market in the future, it could have an adverse effect on our revenues, operating results and financial position. We face risks related to heightened inflation, recession, financial and credit market disruptions and other economic conditions.
We cannot be certain that similar international tensions will not affect our facility in the Ukraine, including due to the Russian invasion of Ukraine, electrical outages, cyber-attacks and periodic battles with separatists closer to our facility.
We cannot be certain that similar international tensions will not affect our facility in the Ukraine, including due to the Russian invasion of Ukraine, electrical outages, cyber-attacks and periodic battles with separatists closer to our facility. In addition, certain of our employees in Ukraine are routinely conscripted into the military and/or sent to fight in the ongoing conflict.
These fluctuations have in the past and could have in the future an adverse effect on the market price of our common stock. We base our operating expense budgets in large part on expected revenue trends.
Our operating results, revenues and expenses have in the past varied and may in the future vary significantly from quarter-to-quarter or year-to-year. These fluctuations have in the past and could have in the future an adverse effect on the market price of our common stock. We base our operating expense budgets in large part on expected revenue trends.
This just-in-time method makes the logistics supply chain in the industries we serve complex and vulnerable to disruptions. The potential loss of one of our suppliers or our own production sites could be caused by a myriad of factors. Additionally, as we expand in growth markets, the risk for such disruptions is heightened.
Our suppliers (external suppliers as well as our own production sites) also sometimes use a similar method. This just-in-time method makes the logistics supply chain in the industries we serve complex and vulnerable to disruptions. The potential loss of one of our suppliers or our own production sites could be caused by a myriad of factors.
We enter into agreements with our customers at the beginning of a given platform’s life to supply products for that platform.
Our OEM customers have historically had a significant amount of leverage over us. We enter into agreements with our customers at the beginning of a given platform’s life to supply products for that platform.
The global spread of COVID-19 that was declared a pandemic by the World Health Organization and the preventative measures taken to contain or mitigate the outbreak have caused, significant volatility and uncertainty and economic disruptions.
Our financial condition and results of operations have been and will continue to be adversely affected by the coronavirus pandemic and similar health crises. The global spread of COVID-19 that was declared a pandemic by the World Health Organization and the preventative measures taken to contain or mitigate the outbreak caused significant volatility and uncertainty and economic disruptions.
The lack of even a small single subcomponent necessary to manufacture one of our products, for whatever reason, could force us to cease production, possibly for a prolonged period.
Additionally, as we expand in growth markets, the risk for such disruptions is heightened. The lack of even a small single subcomponent necessary to manufacture one of our products, for whatever reason, could force us to cease production, possibly for a prolonged period.
Circumstances associated with our acquisition and divestiture strategy could adversely affect our results of operations and financial condition. From time to time we evaluate the performance and strategic fit of our businesses and may decide to sell a business or product line based on such an evaluation.
From time to time we evaluate the performance and strategic fit of our businesses and may decide to sell a business or product line based on such an evaluation.
Without any such financing, we could be forced to sell assets to make up for any shortfall in our payment obligations under unfavorable circumstances. If necessary, we may not be able to sell assets quickly enough or for sufficient amounts to enable us to meet our obligations.
Without any such financing, we could be forced to sell assets to make up for any shortfall in our payment obligations under unfavorable circumstances.
Additionally, because of the limited number of shares being traded, and changes in stock market analyst recommendations regarding our common stock or lack of analyst coverage, the price per share of our common stock is subject to volatility and may continue to be subject to rapid price swings in the future that may result in stockholders’ inability to sell their common stock at or above purchase price. 17 Table of Contents Provisions in our charter documents and Delaware law could discourage potential acquisition proposals, could delay, deter or prevent a change in control and could limit the price certain investors might be willing to pay for our stock.
Additionally, because of the limited number of shares being traded, and changes in stock market analyst recommendations regarding our common stock or lack of analyst coverage, the price per share of our common stock is subject to volatility and may continue to be subject to rapid price swings in the future that may result in stockholders’ inability to sell their common stock at or above purchase price.
If one or more of these customers no longer purchase products or services from us in the future, our sales and revenue will be adversely effected. 10 Table of Contents Finally, we may incur significant initial costs in order to meet the production demands of these new customers, and our ability to recoup those costs requires a longer-term business relationship with the customer.
Finally, we may incur significant initial costs in order to meet the production demands of these new customers, and our ability to recoup those costs requires a longer-term business relationship with the customer.
Any failure to successfully implement our business strategy could have an adverse effect on our business, results of operations and growth potential.
Any failure to successfully implement our business strategy could have an adverse effect on our business, results of operations and growth potential. We may be unable to complete strategic acquisitions, or we may encounter unforeseen difficulties in integrating acquisitions.
We, as with other component manufactures in the commercial vehicle industry, sometimes ship products to the customers throughout the world so they are delivered on a “just-in-time” basis in order to maintain low inventory levels. Our suppliers (external suppliers as well as our own production sites) also sometimes use a similar method.
We could experience disruption in our supply or delivery chain, which could cause one or more of our customers to halt or delay production. We, as with other component manufactures in the commercial vehicle industry, sometimes ship products to the customers throughout the world so they are delivered on a “just-in-time” basis in order to maintain low inventory levels.
While we attempt to establish a price for our components and systems that will compensate for variances in production volumes, if the actual production of these vehicles is significantly less than anticipated, our gross margin on these products would be adversely affected. Our OEM customers have historically had a significant amount of leverage over us.
We incur costs and make capital expenditures based in part upon estimates of production volumes for our customers’ vehicles. While we attempt to establish a price for our components and systems that will compensate for variances in production volumes, when the actual production of these vehicles is significantly less than anticipated, our gross margin on these products is adversely affected.
There can be no assurance we will find attractive acquisition candidates or successfully integrate acquired businesses into our existing business. If the expected synergies from acquisitions do not materialize or we fail to successfully integrate such new businesses into our existing businesses, our results of operations could also be adversely affected.
If the expected synergies from acquisitions do not materialize or we fail to successfully integrate such new businesses into our existing businesses, our results of operations could be adversely affected. Circumstances associated with our acquisition and divestiture strategy could adversely affect our results of operations and financial condition.
We may not be able to fully mitigate the impact of inflation through price increases, productivity initiatives and cost savings, which could have an adverse effect on our results of operations. In addition, if the U.S. economy enters a recession, we may experience sales declines which could have an adverse effect on our business, operating results and financial condition.
In 2023, the countries in which we operate experienced heightened inflationary pressures. We may not be able to fully mitigate the impact of inflation through price increases, productivity initiatives and cost savings, which could have an adverse effect on our results of operations.
In addition, certain of our employees in Ukraine are routinely conscripted into the military and/or sent to fight in the ongoing conflict. 11 Table of Contents Furthermore, most of our products manufactured in Ukraine are shipped across the border from Ukraine to the Czech Republic for further delivery to our customers.
Furthermore, most of our products manufactured in Ukraine are shipped across the border from Ukraine to the Czech Republic for further delivery to our customers.
In addition, approximately 74% of our employees of our European, Asian and Australian operations were represented by a shop steward committee, which may limit our flexibility in our relationship with these employees. We may encounter future unionization efforts or other types of conflicts with labor unions or our employees.
As of December 31, 2023, a majority of employees based in Mexico are unionized. In addition, approximately 74% of our employees of our European, Asian and Australian operations were represented by a shop steward committee, which may limit our flexibility in our relationship with these employees.
In addition, freight costs associated with shipping and receiving product are impacted by fluctuations in freight tonnage, freight hauler availability or capacity and the cost of oil and gas. We are currently experiencing difficulty purchasing and obtaining timely delivery of certain raw materials required for our operations, which is having an adverse effect on our results of operations.
We are currently experiencing difficulty purchasing and obtaining timely delivery of certain raw materials required for our operations, which is having an adverse effect on our results of operations.
In addition, our future estimates and projections contemplate a continued business relationship and sales to these early-stage or start-up companies.
In addition, our future estimates and projections contemplate a continued business relationship and sales to these early-stage or start-up companies. If one or more of these customers no longer purchase products or services from us in the future, our sales and revenue will be adversely effected.
However, we expect to face competition for acquisition candidates, which may limit the number of our acquisition opportunities and may lead to higher acquisition prices. Moreover, acquisition of businesses may require additional debt and/or equity financing, perhaps resulting in additional leverage and/or shareholder dilution. The covenants relating to our debt instruments may further limit our ability to complete acquisitions.
Moreover, acquisition of businesses may require additional debt and/or equity financing, perhaps resulting in additional leverage and/or shareholder dilution. The covenants in our debt instruments further limit our ability to complete acquisitions. There can be no assurance we will find attractive acquisition candidates or successfully integrate acquired businesses into our existing business.
Where a customer halts production because of another supplier failing to deliver on time, we may not be fully compensated, if at all, and therefore our business and financial results could be adversely affected.
Where a customer halts production because of another supplier failing to deliver on time, we may not be fully compensated, if at all, and therefore our business and financial results could be adversely affected. 12 Table of Contents During 2021, 2022 and to a lesser degree during 2023, we experienced supply chain disruptions (including longer lead-times to procure parts from China) that caused volatility on our customers' production schedules and had a negative impact on our results.
The resulting financial impact of COVID-19 has adversely affected our business, supply chain, sales, results of operations, financial condition and cash flows.
The resulting financial impact of COVID-19 has adversely affected our business, supply chain, sales, results of operations, financial condition and cash flows. Even after the COVID-19 pandemic subsided, we continued to experience adverse impacts to our business due to resulting inflation and other economic conditions that impacted customer demand and the operations of our suppliers and customers.
We may be unable to complete strategic acquisitions, or we may encounter unforeseen difficulties in integrating acquisitions. 9 Table of Contents We may pursue acquisition targets that will allow us to continue to expand into new geographic markets, add new customers, provide new products, manufacturing and service capabilities and increase penetration with existing customers.
We pursue acquisition targets that will allow us to continue to expand into new geographic markets, add new customers, provide new products, manufacturing and service capabilities and increase penetration with existing customers. However, we expect to face competition for acquisition candidates, which may limit the number of our acquisition opportunities and may lead to higher acquisition prices.
In such case, the trading price of our common stock could decline and you may lose all or part of your investment. Risks Related to COVID-19 Pandemic, health epidemics and Global Economy Our financial condition and results of operations have been and will continue to be adversely affected by the coronavirus pandemic.
In such case, the trading price of our common stock could decline and you may lose all or part of your investment.
Economic weakness and geopolitical uncertainty have in the past resulted, and may result in the future, in reduced demand for products resulting in decreased sales, margins and earnings. In 2022, the countries in which we operate experienced significantly heightened inflationary pressures which we expect to continue into 2023.
Our financial results, operations and prospects depend significantly on worldwide economic and geopolitical conditions, the demand for our products, and the financial condition of our customers and suppliers. Economic weakness and geopolitical uncertainty have in the past resulted, and may result in the future, in reduced demand for products resulting in decreased sales, margins and earnings.
We are currently experiencing difficulty sourcing certain raw materials, parts and components required for our operations, which is having an adverse effect on our results of operations. We could experience disruption in our supply or delivery chain, which could cause one or more of our customers to halt or delay production.
We have recently experienced and may in the future experience difficulty sourcing certain raw materials, parts and components required for our operations, which has had and may in the future have an adverse effect on our results of operations.
Similarly, disruptions in financial and/or credit markets may impact our ability to manage normal commercial relationships with our customers, suppliers and creditors.
In addition, if the U.S. economy enters a recession, we may experience sales declines which could have an adverse effect on our business, operating results and financial condition. Similarly, disruptions in financial and/or credit markets have in the past impacted, and may in the future impact, our ability to manage normal commercial relationships with our customers, suppliers and creditors.
Removed
While we continue to operate, consistent with applicable government guidelines, we have experienced, and may continue to experience, production slowdowns and/or shutdowns at our manufacturing facilities in North America, Europe and Asia Pacific as a result of government orders, our inability to obtain component parts from suppliers and/or unpredictable customer demand.
Added
In addition, freight costs associated with shipping and receiving product are impacted by fluctuations in freight tonnage, freight hauler availability or capacity and the cost of oil and gas. Recently, we experienced freight related delays through the Suez Canal due to the Israel-Hamas war and through the Panama canal due to drought.
Removed
In addition, many of our suppliers and customers are also experiencing, and may continue to experience, production slowdowns and/or shutdowns, which may further impact our business, sales and results of operation. During 2022, we experienced shutdowns at our plant in Shanghai, China due to the COVID-19 pandemic.
Added
Our indebtedness may adversely affect our cash flow and our ability to operate our business, remain in compliance with debt covenants and make payments on our indebtedness.
Removed
Even after the COVID-19 pandemic subsides, we may experience adverse impacts to our business due to any resulting economic inflation, recession or depression that may continue to impact customer demand and the financial instability or operating viability of our suppliers and customers.
Added
Provisions in our charter documents and Delaware law could discourage potential acquisition proposals, could delay, deter or prevent a change in control and could limit the price certain investors might be willing to pay for our stock.
Removed
We face risks related to heightened inflation, recession, financial and credit market disruptions and other economic conditions. Our financial results, operations and prospects depend significantly on worldwide economic and geopolitical conditions, the demand for our products, and the financial condition of our customers and suppliers.
Removed
We incur costs and make capital expenditures based in part upon estimates of production volumes for our customers’ vehicles.
Removed
During 2021 and 2022, we experienced supply chain disruptions (including longer lead-times to procure parts from China and due to port backups) that caused volatility on our customers' production schedules and had a negative impact on our results.
Removed
We may be adversely impacted by labor strikes, work stoppages and other matters. 13 Table of Contents As of December 31, 2022, a majority of employees based in Mexico are unionized.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added0 removed3 unchanged
Biggest changeUtilization of our facilities varies with North American, European, Asian and Australian commercial vehicle production and general economic conditions in the regions. All locations are principally used for manufacturing, assembly, distribution or warehousing, except for our New Albany, Ohio facility, which is principally an administrative office, and the research and development facility in Phoenix, AZ.
Biggest changeUtilization of our facilities varies with North American, European, Asian and Australian commercial vehicle production and general economic conditions in the regions. All locations are principally used for manufacturing, assembly, distribution or warehousing, except for our New Albany, Ohio and Chihuahua, Mexico facilities, which are principally administrative offices, and the research and development facility in Phoenix, AZ.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added0 removed1 unchanged
Biggest changeBased 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.
Biggest changeBased 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. 19 Table of Contents

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+0 added0 removed5 unchanged
Biggest changeThe following table sets forth information in connection with purchases made by, or on behalf of, us or any affiliated purchaser, of shares of our common stock during the period ended December 31, 2022: Total Number of Shares (or Units) Surrendered Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs March 1, 2022 through March 31, 2022 55,370 $ 8.37 June 1, 2022 through June 30, 2022 68,167 $ 6.57 September 1, 2022 through September 30, 2022 9,889 $ 5.52 October 1, 2022 through October 31, 2022 5,656 $ 4.16 November 1, 2022 through November 30, 2022 347 $ 6.40 December 1, 2022 through December 31, 2022 51,586 $ 6.81 No other shares were surrendered during the year ended December 31, 2022.
Biggest changeThe following table sets forth information in connection with purchases made by, or on behalf of, us or any affiliated purchaser, of shares of our common stock during the period ended December 31, 2023: Total Number of Shares (or Units) Surrendered Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs January 1, 2023 through January 31, 2023 4,591 $ 7.48 February 1, 2023 through February 28, 2023 1,429 $ 7.90 March 1, 2023 through March 31, 2023 104,575 $ 6.98 April 1, 2023 through April 30, 2023 242 $ 7.31 September 1, 2023 through September 30, 2023 3,984 $ 7.80 November 1, 2023 through November 30, 2023 20,047 $ 6.52 December 1, 2023 through December 31, 2023 99,740 $ 6.88 No other shares were surrendered during the year ended December 31, 2023.
Unregistered Sales of Equity Securities We did not sell any equity securities during 2022 that were not registered under the Securities Act of 1933, as amended.
Unregistered Sales of Equity Securities We did not sell any equity securities during 2023 that were not registered under the Securities Act of 1933, as amended.
The graph assumes that the value of the investment in the Company’s common stock, in the legacy peer group, in the new peer group, and the index (including reinvestment of dividends) was $100 on December 31, 2017 and tracks it through December 31, 2022.
The graph assumes that the value of the investment in the Company’s common stock, in the legacy peer group, in the new peer group, and the index (including reinvestment of dividends) was $100 on December 31, 2018 and tracks it through December 31, 2023.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on the NASDAQ Global Select Market under the symbol “CVGI.” As of March 6, 2023, there were approximately 141 holders of record of our outstanding common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on the NASDAQ Global Select Market under the symbol “CVGI.” As of March 14, 2024, there were approximately 136 holders of record of our outstanding common stock.
We did not repurchase any of our common stock on the open market during 2022. Our employees surrendered 191,015 shares of our common stock in 2022 to satisfy tax withholding obligations on the vesting of restricted stock awards issued under our 2014 Equity Incentive Plan and the 2020 Equity Incentive Plan.
We did not repurchase any of our common stock on the open market during 2023. Our employees surrendered 234,608 shares of our common stock in 2023 to satisfy tax withholding obligations on the vesting of restricted stock awards issued under our 2014 Equity Incentive Plan and the 2020 Equity Incentive Plan.
Foster Company, Modine Manufacturing, Motorcar Parts of America, Inc., Myers Industries, Inc., NN Inc., Standard Motor Products Inc., Stoneridge Inc., Superior Industries International Inc., The Shyft Group Inc., and Wabash National Corp (the "New Peer Group"). 12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 Commercial Vehicle Group, Inc. 100.00 53.32 59.40 80.85 75.33 63.62 NASDAQ Composite 100.00 97.18 132.88 192.74 235.56 158.97 Legacy Peer Group 100.00 84.13 103.68 128.02 153.68 134.41 New Peer Group 100.00 65.48 78.55 93.23 103.52 99.48 21 Table of Contents The information in the graph and table above is not “solicitation material”, is not deemed “filed” with the Securities and Exchange Commission and is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this annual report, except to the extent that we specifically incorporate such information by reference.
Foster Company, Modine Manufacturing, Motorcar Parts of America, Inc., Myers Industries, Inc., NN Inc., Standard Motor Products Inc., Stoneridge Inc., Superior Industries International Inc., The Shyft Group Inc., and Wabash National Corp (the "New Peer Group"). 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 Commercial Vehicle Group, Inc. 100.00 111.40 151.63 141.28 119.32 122.83 NASDAQ Composite 100.00 136.73 198.33 242.38 163.58 236.70 Legacy Peer Group 100.00 118.80 146.04 171.30 159.30 201.39 New Peer Group 100.00 119.96 142.38 158.09 151.91 190.44 22 Table of Contents The information in the graph and table above is not “solicitation material”, is not deemed “filed” with the Securities and Exchange Commission and is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this annual report, except to the extent that we specifically incorporate such information by reference.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

60 edited+11 added57 removed24 unchanged
Biggest changeThe goal is to strengthen / enhance current positions, enter new markets, develop relationships with new customers, and enhance service to our customers, leading to increased return to our stockholders. 24 Table of Contents CONSOLIDATED RESULTS OF OPERATIONS The table below sets forth certain operating data expressed as a percentage of revenues for the periods indicated (dollars are in thousands): 2022 2021 2020 Revenues $ 981,553 100.0 % $ 971,578 100.0 % $ 717,699 100.0 % Cost of revenues 895,048 91.2 852,591 87.8 643,623 89.7 Gross profit 86,505 8.8 118,987 12.2 74,076 10.3 Selling, general and administrative expenses 66,361 6.8 69,406 7.1 68,228 9.5 Goodwill and other impairment 29,017 4.0 Operating income (loss) 20,144 2.1 49,581 5.1 (23,169) (3.2) Other (income) expense 10,463 1.1 (878) (0.1) 728 0.1 Interest expense 9,827 1.0 11,179 1.2 20,603 2.9 Loss on extinguishment of debt 921 0.1 7,155 0.7 Income (loss) before provision for income taxes (1,067) (0.1) 32,125 3.3 (44,500) (6.2) Provision (benefit) for income taxes 20,904 2.1 8,393 0.9 (7,451) (1.0) Net income (loss) $ (21,971) (2.2) % $ 23,732 2.4 % $ (37,049) (5.2) % Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 Consolidated Results The table below sets forth certain consolidated operating data for the periods indicated (dollars are in thousands): 2022 2021 Dollar Change % Change Revenues $ 981,553 $ 971,578 $ 9,975 1.0% Gross profit 86,505 118,987 (32,482) (27.3) Selling, general and administrative expenses 66,361 69,406 (3,045) (4.4) Other (income) expense 10,463 (878) 11,341 NM 1 Interest expense 9,827 11,179 (1,352) (12.1) Loss on extinguishment of debt 921 7,155 (6,234) (87.1) Provision (benefit) for income taxes 20,904 8,393 12,511 149.1 Net income (loss) (21,971) 23,732 (45,703) NM 1 1.
Biggest changeCONSOLIDATED RESULTS OF OPERATIONS The table below sets forth certain operating data expressed as a percentage of revenues for the twelve months ended (dollars are in thousands): 2023 2022 2021 Revenues $ 994,679 100.0 % $ 981,553 100.0 % $ 971,578 100.0 % Cost of revenues 860,956 86.6 895,048 91.2 852,591 87.8 Gross profit 133,723 13.4 86,505 8.8 118,987 12.2 Selling, general and administrative expenses 85,663 8.6 66,361 6.8 69,406 7.1 Operating income 48,060 4.8 20,144 2.1 49,581 5.1 Other (income) expense 1,195 0.1 10,463 1.1 (878) (0.1) Interest expense 10,691 1.1 9,827 1.0 11,179 1.2 Loss on extinguishment of debt 921 0.1 7,155 0.7 Income (loss) before provision for income taxes 36,174 3.6 (1,067) (0.1) 32,125 3.3 Provision (benefit) for income taxes (13,237) (1.3) 20,904 2.1 8,393 0.9 Net income (loss) $ 49,411 5.0 % $ (21,971) (2.2) % $ 23,732 2.4 % 25 Table of Contents Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Consolidated Results The table below sets forth certain consolidated operating data for the twelve months ended indicated (dollars are in thousands): 2023 2022 Dollar Change % Change Revenues $ 994,679 $ 981,553 $ 13,126 1.3% Gross profit 133,723 86,505 47,218 54.6 Selling, general and administrative expenses 85,663 66,361 19,302 29.1 Other (income) expense 1,195 10,463 (9,268) (88.6) Interest expense 10,691 9,827 864 8.8 Loss on extinguishment of debt 921 (921) (100.0) Provision (benefit) for income taxes (13,237) 20,904 (34,141) NM 1 Net income (loss) 49,411 (21,971) 71,382 NM 1 1.
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.
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.
We have manufacturing operations in the United States, Mexico, China, United Kingdom, Belgium, Czech Republic, Ukraine, Thailand, India and Australia. Our products are primarily sold in North America, Europe, and the Asia-Pacific region. We primarily manufacture customized products to meet the requirements of our customer.
We have manufacturing operations in the United States, Mexico, China, United Kingdom, Czech Republic, Ukraine, Morocco, Thailand, India and Australia. Our products are primarily sold in North America, Europe, and the Asia-Pacific region. We primarily manufacture customized products to meet the requirements of our customer.
Selling, general and administrative ("SG&A") expenses consist primarily of wages and benefits and other expenses such as Contingent Consideration, marketing, travel, legal, audit, rent and utilities costs, which are not directly or indirectly associated with the manufacturing of our products.
Selling, general and administrative ("SG&A") expenses consist primarily of wages and benefits and other expenses such as marketing, travel, legal, audit, rent and utilities costs, which are not directly or indirectly associated with the manufacturing of our products.
We recognize tax positions initially in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. We provide a valuation allowance for deferred tax assets when it is more likely than not that a portion of such deferred tax assets will not be realized.
We recognize tax positions initially in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. We provide a valuation allowance for deferred tax assets when it is more likely than not that a portion of such deferred tax assets will not be realized. 31 Table of Contents
According to a February 2023 report by ACT Research, a publisher of industry market research, North American Class 8 production levels are expected to decrease to 305,000 units in 2023. ACT Research estimated that the average age of active North American Class 8 trucks was 5.8 years in 2022. As vehicles age, maintenance costs typically increase.
According to a February 2024 report by ACT Research, a publisher of industry market research, North American Class 8 production levels are expected to decrease to 285,000 units in 2024. ACT Research estimated that the average age of active North American Class 8 trucks was 5.7 years in 2023. As vehicles age, maintenance costs typically increase.
On May 12, 2022, the Company refinanced its long-term debt, which resulted in a loss of $0.9 million, including a $0.6 million non-cash write off relating to deferred financing costs of the Term Loan facility due 2026 and $0.3 million of other associated fees.
On May 12, 2022, the Company refinanced its long-term debt, which resulted in a loss of $0.9 million, including a $0.6 million non-cash write off relating to deferred financing costs of the Term loan facility due 2026 and $0.3 million of other associated fees. Provision (Benefit) for Income Taxes.
Our ability to comply with the covenants in the Credit Agreement, as discussed in Note 3, Debt, of our Consolidated Financial Statements may be affected by economic or business conditions beyond our control.
Our ability to comply with the covenants in the Credit Agreement, as discussed in Note 3, Debt, may be affected by economic or business conditions beyond our control.
New heavy-duty truck demand has historically been cyclical and is particularly sensitive to the industrial sector of the economy, which generates a significant portion of the freight tonnage hauled by commercial vehicles. North American heavy-duty truck production was 315,128 units in 2022.
New heavy-duty truck demand has historically been cyclical and is particularly sensitive to the industrial sector of the economy, which generates a significant portion of the freight tonnage hauled by commercial vehicles. North American heavy-duty truck production was 340,140 units in 2023.
Our Long-term Strategy The Company's long-term strategy is to increase its sales, profits and shareholder value by financially optimizing its core legacy businesses, organically growing in targeted areas, strengthening its product portfolio, increasing its margins and adding to its business segments through a focused M&A program.
Our Long-term Strategy The Company's long-term strategy is to increase our sales, profits and shareholder value by growing our Electrical Systems segment to be our largest business while financially optimizing its core legacy businesses, organically growing in targeted areas, strengthening our product portfolio, increasing our margins and adding to our businesses through a focused M&A program.
Once we enter into such agreements, fulfillment of our requirements is our obligation for the entire production life of the platform and we have no provisions to terminate such contracts. Management judgments and estimates must be made in estimating sales returns and allowances relating to revenue recognized in a given period.
Once we enter into such agreements, fulfillment of our requirements is our obligation for the entire production life of the platform. Such contracts typically contain restrictive provisions related to termination. Management judgments and estimates must be made in estimating sales returns and allowances relating to revenue recognized in a given period.
Net cash used in financing activities for the year ended December 31, 2022 is primarily attributable to $43.2 million of net repayments under our credit facilities compared to net borrowings of $43.0 million in the prior year.
Net cash used in financing activities for the year ended December 31, 2023 is primarily attributable to $10.9 million of net repayments under our credit facilities compared to net repayments of $43.2 million in the prior year.
As a percentage of revenues, gross profit margin was 8.8% for the year ended December 31, 2022 compared to 12.2% for the year ended December 31, 2021. Selling, General and Administrative Expenses.
As a percentage of revenues, gross profit margin was 13.4% for the year ended December 31, 2023 compared to 8.8% for the year ended December 31, 2022. Selling, General and Administrative Expenses.
ACT Research forecasts that the vehicle age will decline as aging fleets are replaced. North American medium-duty (or "Class 5-7") truck production was 241,172 units in 2022. According to a February 2023 report by ACT Research, North American Class 5-7 truck production is expected to increase to 242,000 units in 2023.
ACT Research forecasts that the vehicle age will decline as aging fleets are replaced. North American medium-duty (or "Class 5-7") truck production was 266,784 units in 2023. According to a February 2024 report by ACT Research, North American Class 5-7 truck production is expected to decrease to 237,000 units in 2024.
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.
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 Company had a $0.5 million deferred tax liability as of December 31, 2022 for the expected future income tax implications of repatriating cash from the foreign subsidiaries for which no indefinite reinvestment assertion has been made.
The Company had a $0.5 million deferred tax liability as of December 31, 2023 for the expected future income tax implications of repatriating cash from the foreign subsidiaries for which indefinite reinvestment is not expected.
Demand in the medium- and heavy-duty construction equipment market is typically related to the level of large scale infrastructure development projects, such as highways, dams, harbors, hospitals, airports and industrial development, as well as activity in the mining, forestry and commodities industries. 23 Table of Contents Other Key Developments In the first quarter of 2022, Russian military forces invaded Ukraine.
Demand in the medium- and heavy-duty construction equipment market is typically 24 Table of Contents related to the level of large scale infrastructure development projects, such as highways, dams, harbors, hospitals, airports and industrial development, as well as activity in the mining, forestry and commodities industries.
Cash Flows 2022 2021 2020 (In thousands) Net cash provided (used) by operating activities $ 68,947 $ (29,832) $ 34,372 Net cash used in investing activities (19,710) (17,566) (6,420) Net cash (used) provided in financing activities (50,091) 31,011 (19,262) Effect of currency exchange rate changes on cash (2,279) 842 2,302 Net (decrease) increase in cash $ (3,133) $ (15,545) $ 10,992 Operating activities .
Cash Flows 2023 2022 2021 (In thousands) Net cash provided (used) by operating activities $ 38,276 $ 68,947 $ (29,832) Net cash used in investing activities (19,696) (19,710) (17,566) Net cash (used) provided in financing activities (12,729) (50,091) 31,011 Effect of currency exchange rate changes on cash 172 (2,279) 842 Net increase (decrease) in cash $ 6,023 $ (3,133) $ (15,545) Operating activities .
Not meaningful Revenues. The increase in consolidated revenues resulted from: a $68.5 million, or 11.1%, increase in sales to OEM; a $91.6 million, or 55.7%, decrease in industrial automation sales; a $12.2 million, or 6.8%, increase in aftermarket and OES sales; and a $20.9 million, or 228.4%, increase in other revenues.
Not meaningful Revenues. The increase in consolidated revenues resulted from: a $55.4 million, or 7.3%, increase in sales to OEM and other revenues; a $6.6 million, or 4.9%, increase in aftermarket and OES sales; and a $48.8 million, or 55.7%, decrease in industrial automation sales.
Interest associated with our debt was $9.8 million and $11.2 million for the years ended December 31, 2022 and 2021, respectively. The decrease primarily related to lower interest rates, partially offset by a higher average debt balance during the respective comparative periods. Loss on extinguishment of debt.
Interest associated with our debt was $10.7 million and $9.8 million for the years ended December 31, 2023 and 2022, respectively. The increase primarily related to higher interest rates on variable rate debt, offset by lower average debt balances during the respective comparative periods. Loss on extinguishment of debt.
The twelve months ended December 31, 2022 results include charges of $1.4 million associated with the restructuring program. Selling, General and Administrative Expenses. The increase in 2022 SG&A expenses of $1.0 million from 2021, consistent with the prior year amount on a percent of sales basis.
The twelve months ended December 31, 2022 results include charges of $1.9 million associated with the restructuring program. 28 Table of Contents Selling, General and Administrative Expenses. The increase in 2023 SG&A expenses of $1.2 million from 2022, is primarily driven by commissions expense increase and is consistent with the prior year on a percent of sales basis.
For the year ended December 31, 2022, net cash provided by operations was $68.9 million compared to net cash used in operations of $29.8 million for the year ended December 31, 2021.
For the year ended December 31, 2023, net cash provided by operations was $38.3 million compared to $68.9 million for the year ended December 31, 2022.
We intend to allocate resources consistent with the following priorities: (1) invest in growth; (2) invest in operational improvements; (3) manage working capital; (4) to reduce debt; and (5) other actions deemed appropriate by management to improve operational performance. Our primary source of liquidity during the year ended December 31, 2022 was cash and availability under our revolving credit facility.
We intend to allocate resources consistent with the following priorities: (1) invest in growth; (2) invest in operational improvements; (3) manage working capital; (4) to reduce debt; and (5) other actions deemed appropriate by management to improve operational performance.
The period over period change in income tax was primarily impacted by establishing a full valuation allowance on our U.S. deferred tax assets of $24.5 million offset by the elimination of a $9.9 million valuation allowance on our United Kingdom (U.K.) deferred tax asset.
The period over period change in income tax was primarily attributable to the reversal of $22.0 million valuation allowance on our U.S. deferred tax assets during 2023 versus the 2022 establishment 26 Table of Contents of a full valuation allowance on our U.S. deferred tax assets of $24.5 million, offset by the reversal of a $9.9 million valuation allowance on our United Kingdom (U.K.) deferred tax asset.
Cost of revenues increased $42.5 million, or 5.0% as a result of an increase in raw material and purchased component 25 Table of Contents costs of $23.5 million, or 4.1%; an increase in wages and benefits of $3.5 million, or 4.8%; and an increase in overhead expenses of $15.5 million, or 7.4%.
Cost of revenues decreased $34.1 million, or 3.8% as a result of a decrease in raw material and purchased component costs of $50.0 million, or 8.4%; an increase in wages and benefits of $4.6 million, or 5.9%; and an increase in overhead expenses of $11.3 million, or 5.0%.
Provision (Benefit) for Income Taxes. Income tax expense of $20.9 million and $8.4 million were recorded for the year ended December 31, 2022 and 2021, respectively.
Income tax benefit of $13.2 million and expense of $20.9 million were recorded for the years ended December 31, 2023 and 2022, respectively.
Other (Income) Expense. Other expense increased $11.3 million in the year ended December 31, 2022 as compared to the year ended December 31, 2021 due primarily to a settlement of the Company's U.S. Pension Plan liabilities of $9.2 million as well as an unfavorable change in foreign currency of $1.3 million. Interest Expense.
Other expense decreased $9.3 million in the year ended December 31, 2023 as compared to the year ended December 31, 2022 due primarily to the settlement of the Company's U.S. Pension Plan liabilities of $9.2 million completed during the year ended December 31, 2022. Interest Expense.
The increase in 2022 revenues of $11.4 million from 2021 is primarily attributable to increased pricing to offset material cost pass-through and new business wins. The increase in 2021 revenues of $27.9 million from 2020 was primarily a result of increased sales volume and increased pricing to offset material cost increases. Gross Profit.
The increase in 2023 revenues of $48.0 million from 2022 is primarily attributable to sales volume and increased pricing to offset material cost pass-through and other inflationary items. Gross Profit. The increase in 2023 gross profit of $11.4 million from 2022 was primarily attributable to volume leverage and increased pricing to offset material cost pass-through and other inflationary items.
We are also supplementing our organic strategies by evaluating strategic acquisition opportunities. The company has many opportunities to accomplish this type of business improvement and is being selective.
The company has many opportunities to accomplish this type of business improvement and is being selective.
Twelve months ended December 31, 2022 revenues were unfavorably impacted by foreign currency exchange translation of $18.6 million, which is reflected in the change in revenues above. The increase in revenues was primarily driven by increased pricing to offset material cost increases and increased sales volume, offset by sales volume decreases in the Industrial Automation segment. Gross Profit.
Twelve months ended December 31, 2023 revenues were favorably impacted by foreign currency exchange translation of $2.0 million, which is reflected in the change in revenues above. The increase in revenues was primarily driven by increased pricing and increased sales volume from the Electrical Systems business, offset by lower sales volume in the Industrial Automation and Vehicle Solutions segments.
As a percentage of revenues, SG&A expense was 7.1% for the twelve months ended December 31, 2021 compared to 9.5% for the twelve months ended December 31, 2020. Impairment Expense .
As a percentage of revenues, SG&A expense was 8.6% for the twelve months ended December 31, 2023 compared to 6.8% for the twelve months ended December 31, 2022. Other (Income) Expense.
Critical Accounting Policies and Estimates 32 Table of Contents 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 this Annual Report on Form 10-K.
For a comprehensive discussion of our significant accounting policies, see Note 1, Significant Accounting Policies, to our consolidated financial statements in Item 8 in this Annual Report on Form 10-K.
For the year ended December 31, 2022, net cash used in financing activities was $50.1 million compared to the net cash provided by financing activities of $31.0 million for the year ended December 31, 2021.
In 2024, we expect capital expenditures to be in the range of $25 million to $30 million. Financing activities . For the year ended December 31, 2023, net cash used in financing activities was $12.7 million compared to $50.1 million for the year ended December 31, 2022.
Net cash provided by operating activities is 31 Table of Contents primarily attributable to the decrease in working capital expenditures for the year ended December 31, 2022 as compared to the prior year period.
Net cash provided by operating activities is primarily attributable to an increase in working capital offset by the improved financial results during the year ended December 31, 2023 as compared to the prior year period. Investing activities . Net cash used in investing activities was $19.7 million for the year ended December 31, 2023 and 2022.
Aftermarket & Accessories Segment Results Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 and Year Ended December 31, 2021 Compared to Year Ended December 31, 2020 The table below sets forth certain Aftermarket & Accessories Segment operating data for the twelve months ended, (dollars are in thousands): 2022 2021 Dollar Change % Change 2020 Dollar Change % Change Revenues $ 133,671 $ 115,782 $17,889 15.5% $ 108,314 $ 7,468 6.9% Gross profit 18,836 17,980 856 4.8 16,658 1,322 7.9 Selling, general & administrative expenses 6,925 5,889 1,036 17.6 5,396 493 9.1 Operating income 11,911 12,091 (180) (1.5) 11,262 829 7.4 29 Table of Contents Revenues.
Aftermarket & Accessories Segment Results Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 The table below sets forth certain Aftermarket & Accessories Segment operating data for the twelve months ended, (dollars are in thousands): 2023 2022 Dollar Change % Change Revenues $ 140,236 $ 133,671 $6,565 4.9% Gross profit 27,187 18,836 8,351 44.3 Selling, general & administrative expenses 8,144 6,925 1,219 17.6 Operating income 19,043 11,911 7,132 59.9 Revenues.
The increase in 2022 revenues of $17.9 million from 2021 resulted from increased sales volume and increased pricing to offset material cost pass-through. The increase in 2021 revenues of $7.5 million from 2020 was primarily a result of increased sales volume and increased pricing to offset material cost increases. Gross Profit.
The increase in 2023 revenues of $6.6 million from 2022 resulted from increased pricing to offset material cost pass-through and other inflationary items. Gross Profit.
Not meaningful Revenues. The decrease in 2022 revenues of $100.2 million from 2021 primarily resulted from lower sales volume due to decreased customer demand. The increase in 2021 revenues of $86.3 million from 2020 was primarily a result of increased volume of sales and increased pricing to offset material cost increases. Gross Profit.
Not meaningful Revenues. The decrease in 2023 revenues of $48.8 million from 2022 primarily resulted from lower sales volume due to decreased customer demand. Gross Profit.
As a percentage of revenues, gross profit for each of the years in the three‑year period ended December 31, 2022, was 14.1%, 15.5%, and 15.4%, respectively. The decrease in 2022 gross profit margin is primarily due to global supply chain and market disruptions which have resulted in increased labor costs, raw material inflation, and freight cost increases.
As a percentage of revenues, gross profit for the years ended December 31, 2023 and 2022, was 19.4% and 14.1%, respectively. The increase in 2023 gross profit margin is primarily due to increased pricing offsetting moderating cost inflation and cost reduction initiatives including lower freight costs.
The cost of revenue increase included an increase in raw material and purchased component costs of $4.7 million, or 5.6%; an increase in wages and benefits of $3.8 million, or 16.3%; and a decrease in overhead expenses of $0.3 million, or 0.7%.
Cost of revenues increased in line with the sales increase of 26.6%, driven by an increase in raw material and purchased component costs of $19.1 million, or 21.8%; an increase in overhead expenses of $11.8 million, or 28.6%; and an increase in wages and benefits of $5.7 million, or 20.8%.
The cost of revenue increase included an increase in raw material and purchased component costs of $7.9 million, or 12.6%; an increase in wages and benefits of $2.9 million, or 35.6%; and an increase in overhead expenses of $6.2 million, or 23.3%. The increase in 2021 gross profit of $1.3 million from 2020 was consistent with the revenue increase.
The increase in 2023 gross profit of $22.2 million from 2022 was primarily due to price increases with customers, cost reduction initiatives, and a decrease in cost of revenues driven by a decrease in raw material and purchased component costs of $25.8 million, or 7.1%; offset by an increase in overhead expenses of $7.9 million, or 5.8%; and an increase in wages and benefits of $3.1 million, or 9.1%.
The increase in 2021 gross profit of $16.5 million from 2020 was primarily attributable to the increase in sale volume and increased pricing to offset material cost increases. As a percentage of revenues, gross profit for each of the years in the three‑year period ended December 31, 2022, was (2.6)%, 15.8%, and 13.0%, respectively.
As a percentage of revenues, gross profit for the years ended December 31, 2023 and 2022, was 15.5% and 13.3%, respectively. The increase in 2023 gross profit margin was primarily due to volume leverage and increased pricing, more than offsetting inflationary items.
As of December 31, 2022, we had no borrowings under our revolving credit facility, outstanding letters of credit of $1.2 million and borrowing availability of $148.8 million. As of December 31, 2022, cash of $31.7 million was held by foreign subsidiaries.
We also rely on the timely collection of receivables as a source of liquidity. As of December 31, 2023, we had outstanding letters of credit of $1.2 million and borrowing availability of $160.1 million from our U.S. and China credit facilities. As of December 31, 2023, cash of $37.8 million was held by foreign subsidiaries.
The cost of revenue decrease included a decrease in raw material and purchased component costs of $55.5 million, or 44.0%; a decrease in wages and benefits of $6.4 million, or 63.3%; and a decrease in overhead expenses of $6.3 million, or 28.8%.
Cost of revenues decreased in line with the sales decrease of 55.7%, driven by a decrease in raw material and purchased component costs of $43.7 million, or 61.8%; a decrease in overhead expenses of $8.7 million, or 55.8%; and a decrease in wages and benefits of $1.7 million, or 46.9%.
SEGMENT RESULTS OF OPERATIONS 27 Table of Contents Vehicle Solutions Segment Results Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 and Year Ended December 31, 2021 Compared to Year Ended December 31, 2020 The table below sets forth certain Vehicle Solutions Segment operating data for the twelve months ended, (dollars are in thousands): 2022 2021 Dollar Change % Change 2020 Dollar Change % Change Revenues $ 579,731 $ 498,913 $ 80,818 16.2% $ 366,636 $ 132,277 36.1% Gross profit 45,979 50,608 (4,629) (9.1) 32,398 18,210 56.2 Selling, general & administrative expenses 24,930 26,959 (2,029) (7.5) 22,510 4,449 19.8 Goodwill and other impairment 7,245 (7,245) (100.0) Operating income (loss) 21,049 23,649 (2,600) (11.0) 2,643 21,006 794.8 Revenues.
SEGMENT RESULTS OF OPERATIONS Vehicle Solutions Segment Results Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 The table below sets forth certain Vehicle Solutions Segment operating data for the twelve months ended, (dollars are in thousands): 2023 2022 Dollar Change % Change Revenues $ 587,119 $ 579,731 $ 7,388 1.3% Gross profit 68,129 45,979 22,150 48.2 Selling, general & administrative expenses 26,109 24,930 1,179 4.7 Operating income (loss) 42,020 21,049 20,971 99.6 Revenues.
The increase in gross profit is primarily attributable to the increase in sales volume, increased pricing to offset material cost increases, and an improved cost structure.
The increase in gross profit is primarily attributable to price increases with customers and cost reduction initiatives.
As a percentage of revenues, gross profit margin was 12.2% for the year ended December 31, 2021 compared to 10.3% for the year ended December 31, 2020. Selling, General and Administrative Expenses.
As a percentage of revenues, gross profit for the years ended December 31, 2023 and 2022, was 7.7% and (2.6)%, respectively. The increase in gross profit as a percentage of revenues in 2023 from 2022 was due to nonrecurring costs recognized in 2022, including a $10.4 million inventory charge. Selling, General and Administrative Expenses.
We have a long-term strategy to globally optimize our cost structure through manufacturing process enhancements, low cost footprint and global sourcing. We periodically evaluate our short-term and long-term strategies and may adjust actions in response to changes in our business environment and other factors, such as implementing restructuring as needed.
We periodically evaluate our short-term and long-term strategies and may adjust actions in response to changes in our business environment and other factors including but not limited to, implementing restructuring as needed. We are also supplementing our organic strategies by evaluating strategic acquisition and divestiture opportunities.
Generally, we enter into agreements with our customers at the beginning of a given vehicle platform’s life to supply products for the entire life of that vehicle platform. These agreements generally provide for the supply of a customer’s production requirements for a particular platform rather than for the purchase of a specific quantity of products.
Since December 31, 2023, there have been no material changes outside the ordinary course of business to our contractual obligations as set forth above. Generally, we enter into agreements with our customers at the beginning of a given vehicle platform’s life to supply products for the entire life of that vehicle platform.
The Company recorded an impairment of goodwill and long-lived assets for the twelve months ended December 31, 2020. 28 Table of Contents Electrical Systems Segment Results Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 and Year Ended December 31, 2021 Compared to Year Ended December 31, 2020 The table below sets forth certain Electrical Systems Segment operating data for the twelve months ended, (dollars are in thousands): 2022 2021 Dollar Change % Change 2020 Dollar Change % Change Revenues $ 180,404 $ 168,971 $ 11,433 6.8% $ 141,094 $ 27,877 19.8% Gross profit 23,993 20,773 3,220 15.5 12,185 8,588 70.5 Selling, general & administrative expenses 5,775 6,213 (438) (7.0) 3,996 2,217 55.5 Goodwill and other impairment $ 1,150 (1,150) (100.0) Operating income 18,218 14,560 3,658 25.1 7,039 7,521 106.8 Revenues.
The increase in 2023 SG&A expenses of $1.2 million from 2022 was primarily due to an increase in system implementation costs and employee benefit costs including salaries and incentive compensation expenses. 27 Table of Contents Electrical Systems Segment Results Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 The table below sets forth certain Electrical Systems Segment operating data for the twelve months ended, (dollars are in thousands): 2023 2022 Dollar Change % Change Revenues $ 228,424 $ 180,404 $ 48,020 26.6% Gross profit 35,397 23,993 11,404 47.5 Selling, general & administrative expenses 9,107 5,775 3,332 57.7 Operating income 26,290 18,218 8,072 44.3 Revenues.
The decrease in gross profit as a percentage of revenues in 2022 from 2021 is a result of lower sales volumes and the increase in 2021 from 2020 was primarily due to fixed cost leverage. The twelve months ended December 31, 2022 results include charges of $1.7 million associated with the restructuring program. Selling, General and Administrative Expenses.
As a percentage of revenues, gross profit for the years ended December 31, 2023 and 2022, was 11.6% and 7.9%, respectively. The increase in gross profit in 2023 from 2022 was primarily due to price increases with customers and cost reduction initiatives including lower freight costs, lower startup costs, and improved manufacturing efficiencies. Selling, General and Administrative Expenses.
The table below sets forth certain Industrial Automation Segment operating data for the twelve months ended, (dollars are in thousands): 2022 2021 Dollar Change % Change 2020 Dollar Change % Change Revenues $ 87,747 $ 187,912 $ (100,165) (53.3)% $ 101,655 $ 86,257 84.9% Gross profit (2,303) 29,669 (31,972) NM 1 13,205 16,464 124.7 Selling, general & administrative expenses 5,564 6,106 (542) (8.9) 9,698 (3,592) (37.0) Goodwill and other impairment 19,829 (19,829) (100.0) Operating income (loss) (7,867) 23,563 (31,430) NM 1 (16,322) 39,885 NM 1 1.
Industrial Automation Segment Results Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 The table below sets forth certain Industrial Automation Segment operating data for the twelve months ended, (dollars are in thousands): 2023 2022 Dollar Change % Change Revenues $ 38,900 $ 87,747 $ (48,847) (55.7)% Gross profit 3,010 (2,303) 5,313 NM 1 Selling, general & administrative expenses 4,392 5,564 (1,172) (21.1) Operating income (loss) (1,382) (7,867) 6,485 (82.4) 1.
The obligations under these agreements and regulations are not reflected in the contractual obligations table above. As of December 31, 2022, we were not a party to significant purchase obligations for goods or services.
These agreements generally provide for the supply of a customer’s production requirements for a particular platform rather than for the purchase of a specific quantity of products. The obligations under these agreements and regulations are not reflected in the contractual obligations table above.
The increase in 2021 revenues of $132.3 million from 2020 was primarily a result of increased sales volume and increased pricing to offset material cost increases. Gross Profit.
The increase in 2023 revenues of $7.4 million from 2022 primarily resulted from increased pricing which more than offset lower sales volume. Gross Profit.
We believe that these sources of liquidity will provide adequate funds for our working capital needs, planned capital expenditures and servicing of our debt through the next twelve months. However, there is no assurance that these sources of capital will provide for our funding needs. We also rely on the timely collection of receivables as a source of liquidity.
Our primary sources of liquidity during the year ended December 31, 2023 were operating income, cash and availability under our credit 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.
SG&A expenses decreased $3.0 million in the year ended December 31, 2022 as compared to the year ended December 31, 2021 primarily due to lower incentive compensation and health care expense. As a percentage of revenues, SG&A expense was 6.8% for the twelve months ended December 31, 2022 compared to 7.1% for the twelve months ended December 31, 2021.
SG&A expenses increased $19.3 million in the year ended December 31, 2023 as compared to the year ended December 31, 2022 primarily due to increased employee salaries, incentive compensation, recruitment costs, travel spending and professional services.
The increase in 2022 gross profit of $3.2 million from 2021 was primarily due to increased sales volume and increased pricing to offset material cost increases. Included in gross profit is cost of revenues, which increased $8.2 million, or 5.5%, in line with the sales increase of 6.8%.
The increase in 2023 gross profit of $8.4 million from 2022 is primarily due to increased pricing to offset material cost inflation and other inflationary items, cost reduction initiatives, and a decrease in cost of revenue driven by a decrease in wages and benefits of $2.5 million, or 23.4%; offset by an increase in raw material and purchased component costs of $0.6 million, or 0.9%; and an increase in overhead expenses of $0.2 million, or 0.5%.
The decrease in 2022 gross profit of $32.0 million from 2021 was primarily attributable to lower sales volume and an inventory charge of $10.4 million. Included in gross profit is cost of revenues, which decreased $68.2 million, or 43.1%, in line with the sales decrease of 53.3%.
The increase in 2023 gross profit of $5.3 million from 2022 was primarily attributable to the inclusion of a $10.4 million inventory charge in the 2022 results which did not recur in 2023, and $1.2 million less restructuring costs in 2023 versus 2022.
The Company expects to diversify its revenue and profits by product, customer, platform, and end market. Our products include seating systems, plastic components, cab structures, warehouse automation subsystems, electrical wire harnesses, mirrors, wipers and other accessories.
Our products include electrical wire harnesses, seating systems, plastic components, cab structures, industrial automation subsystems, mirrors, wipers and other accessories. We have a long-term strategy to globally optimize our cost structure through manufacturing process enhancements, low cost footprint and global sourcing.
Contractual Obligations and Commercial Commitments The following table reflects our contractual obligations as of December 31, 2022 (in thousands): Payments Due by Period Total 1 Year 2-3 Years 4-5 Years More than 5 Years Debt obligations $ 152,500 $ 10,938 $ 35,001 $ 106,561 $ Estimated interest payments 37,321 10,451 17,969 8,901 Leasing obligations 35,785 9,359 11,007 6,282 9,137 Non-U.S. pension funding 22,031 1,072 2,288 2,533 16,138 Total $ 247,637 $ 31,820 $ 66,265 $ 124,277 $ 25,275 We estimated future interest payments based on the effective interest rate as of December 31, 2022.
Debt and Credit Facilities The debt and credit facility summaries described in Note 3, Debt, to our consolidated financial statements in Item 8 in this Annual Report on Form 10-K are incorporated in this section by reference. 30 Table of Contents Contractual Obligations and Commercial Commitments The following table reflects our contractual obligations as of December 31, 2023 (in thousands): Payments Due by Period Total 1 Year 2-3 Years 4-5 Years More than 5 Years (In thousands) Debt obligations $ 141,563 $ 15,313 $ 43,750 $ 82,500 $ Estimated interest payments 28,939 10,332 16,426 2,181 Leasing obligations 48,271 10,517 16,394 6,761 14,599 Non-U.S. pension funding 13,913 1,199 2,511 2,777 7,426 Total $ 232,686 $ 37,361 $ 79,081 $ 94,219 $ 22,025 We estimated future interest payments based on the effective interest rate as of December 31, 2023.
At December 31, 2022, the Company had liquidity of $180.6 million, consisting of $31.8 million of cash and $148.8 million availability from its revolving credit facility.
SG&A expenses decreased $1.2 million in 2023 compared to 2022, primarily driven by overhead reduction. Liquidity and Capital Resources At December 31, 2023, the Company had no borrowings under its revolving credit facility. At December 31, 2023, the Company had liquidity of $197.9 million, including $37.8 million of cash and $160.1 million availability from its U.S. and China credit facilities.
Removed
We have approximately 1,200 employees in the Ukraine located in our facility near L'viv. While the facility was temporarily shut-down, we have resumed operations in L'viv and also set up additional capacity in the Czech Republic.
Added
Discussion of 2022 results compared to 2021 results to the extent not included in this report can be found in Item 7 of our 2022 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 6, 2023.
Removed
The invasion of Ukraine by Russia and the retaliatory measures taken by the U.S., NATO and other countries have created global security concerns and economic uncertainty that could have a lasting impact on regional and global economies.
Added
Other Key Developments During the quarter ended March 31, 2023, we established two new plant locations: one in Tangier, Morocco, and another in Aldama, Mexico. These plants are a cornerstone in our strategy of globally expanding our electrical systems business.
Removed
We cannot be certain that international tensions will not affect our facility in the Ukraine, including due to the Russian invasion, electrical outages, cyber-attacks and periodic battles with separatists closer to our facility. In addition, certain of our employees in Ukraine may be conscripted into the military and/or sent to fight in the ongoing conflict.
Added
During the quarter ended December 31, 2023, management approved restructuring programs to align the Company’s cost structure to support margin expansion. The programs include workforce reductions and footprint optimization across segments.
Removed
Furthermore, most of our products manufactured in Ukraine are shipped across the border from Ukraine to the Czech Republic for further delivery to our customers.
Added
We incurred $1.1 million expense during the year ended December 31, 2023 related to this program and expect the cost to be between $3.0 million to $3.5 million for the entire program.
Removed
If the border crossing were to be closed or restricted for any reason, or if our customers decide to stop ordering from us or shift orders to our competitors, we would experience a loss of the use of our Ukrainian facility, which could have an adverse effect on our results of operations and financial condition.
Added
The Company expects to diversify its revenue and profits by product, customer, platform, and end market with a goal of becoming less cyclical and less customer concentrated while strengthening / enhancing current positions, entering new markets, developing relationships with new customers, and enhancing service to our customers, leading to increased return to our stockholders.
Removed
The COVID-19 pandemic has caused and continues to cause, significant volatility, uncertainty and economic disruptions to our business. During the twelve months ended December 31, 2022, we experienced shutdowns at our plant in Shanghai, China due to the COVID-19 pandemic.
Added
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.
Removed
While we continue to operate our facilities, we may experience production slowdowns and/or shutdowns at our manufacturing facilities in North America, Europe and Asia Pacific as a result of government orders, our inability to obtain component parts from suppliers and/or inconsistent customer demand.
Added
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.
Removed
In addition, many of our suppliers and customers may experience production slowdowns and/or shutdowns, which may further impact our business, sales and results of operation. The extent of the adverse effect of the COVID-19 pandemic on our business results depends on a number of factors beyond our control.
Added
We continue to evaluate the potential impact on future periods of Pillar Two, pending legislative adoption by individual countries.
Removed
While backlog continues to be strong in the truck markets, all markets we operate in were impacted by supply chain constraints which caused volatility on our customers' production schedules and had a negative impact on our results.
Added
Selling, General and Administrative Expenses. 2023 SG&A expenses increased $3.3 million from 2022, primarily driven by increased headcount and incentive adjustments based on performance.
Removed
Overall, we continued to experience global supply chain disruptions and significant inflation, including longer lead-times to procure parts from China and due to port backups, labor inflation, chip shortages, steel and other raw material inflation, labor shortages and freight cost increases.
Added
The 29 Table of Contents amendment provides the Company with additional capital flexibility to execute upon its transformation and growth initiatives.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+1 added6 removed5 unchanged
Biggest changeThe results of operations and the financial position of our operations in these other countries are primarily measured in their respective currency and translated into U.S. Dollars. A portion of the expenses incurred in these countries is in currencies different from which revenue is generated.
Biggest changeForeign Currency Risk A portion of our revenues during the year ended December 31, 2023 were derived from manufacturing operations outside of the U.S. The results of operations and the financial position of our operations in these other countries are primarily measured in their respective currency and translated into U.S. Dollars.
In many cases, we have limited ability to pass through inflation-related cost increases due to the competitive nature of the markets that we serve. 34 Table of Contents
In many cases, we have limited ability to pass through inflation-related cost increases due to the competitive nature of the markets that we serve. 32 Table of Contents
A change in our variable interest rate of 100 basis points for a full twelve-month period would have an approximate $1.0 million impact on interest expense assuming approximately 50% of our average fiscal 2022 variable-rate term loan debt had not been hedged via an interest rate swap agreement.
A change in our variable interest rate of 100 basis points for a full twelve-month period would have an approximate $1.4 million impact on interest expense assuming approximately 50% of our average fiscal 2023 variable-rate term loan debt had not been hedged via an interest rate swap agreement.
A portion of our long-term assets and liabilities at December 31, 2022 are based in our foreign operations and are translated into U.S. Dollars at foreign currency exchange rates in effect as of the end of each period with the effect of such translation reflected as a separate component of stockholders’ equity.
Dollar against the respective foreign currency. A portion of our long-term assets and liabilities at December 31, 2023 are based in our foreign operations and are translated into U.S. Dollars at foreign currency exchange rates in effect as of the end of each period with the effect of such translation reflected as a separate component of stockholders’ equity.
Effects of Inflation Inflation potentially affects us in two principal ways. First, borrowings under our revolving credit facility are tied to prevailing short-term interest rates that may change as a result of inflation rates, translating into changes in interest expense. Second, general inflation can impact material purchases, labor, and pension liabilities.
First, borrowings under our revolving credit facility are tied to prevailing short-term interest rates that may change as a result of inflation rates, translating into changes in interest expense. Second, general inflation can impact material purchases, labor, and pension liabilities.
Accordingly, our stockholders’ investment will fluctuate depending upon the weakening or strengthening of the U.S. Dollar against the respective foreign currency. The principal currencies of exposure are the Mexican Peso, Chinese Yuan, British Pound, Euro, Czech Koruna, Australian Dollar, Indian Rupee, Thai Baht, and Ukrainian Hryvnia. Foreign currency translation adversely impacted fiscal year 2022 revenues by $18.6 million.
Accordingly, our stockholders’ investment will fluctuate depending upon the weakening or strengthening of the U.S. Dollar against the respective foreign currency. The principal currencies of exposure are the Mexican Peso, Chinese Yuan, British Pound, Euro, Czech Koruna, Australian Dollar, Indian Rupee, Thai Baht, Ukrainian Hryvnia and Moroccan Dirham.
As discussed above, from time to time, we enter into forward exchange contracts to mitigate a portion of this currency risk. The reported income of these operations will be higher or lower depending on a weakening or strengthening of the U.S. Dollar against the respective foreign currency.
A portion of the expenses incurred in these countries is in currencies different from which revenue is generated. As discussed above, from time to time, we enter into forward exchange contracts to mitigate a portion of this currency risk. The reported income of these operations will be higher or lower depending on a weakening or strengthening of the U.S.
Removed
Foreign Currency Risk Foreign currency risk is the risk that we will incur economic losses due to adverse changes in foreign currency exchange rates. We use forward exchange contracts to hedge certain foreign currency transaction exposures.
Added
Refer to Note 5, Fair Value Measurement, of the Notes to Consolidated Financial Statements included in this Form 10-K for discussion of these market risks and the derivatives used to manage these risks. Effects of Inflation Inflation potentially affects us in two principal ways.
Removed
We estimate our projected revenues and purchases in certain foreign currencies and locations and will hedge a portion or all of the anticipated long or short position. The contracts typically run from one month up to eighteen months.
Removed
To mitigate our exposure to Mexican Pesos, 33 Table of Contents where we have our greatest exposure, we have entered into multiple monthly forward exchange contracts that have been designated as cash flow hedge instruments which are recorded in the Consolidated Balance Sheets at fair value.
Removed
Noncash gains and losses are deferred in accumulated other comprehensive loss and recognized when settled in our Consolidated Statements of Operations. We do not hold or issue foreign exchange options or forward contracts for trading purposes.
Removed
Outstanding foreign currency forward exchange contracts at December 31, 2022 are more fully described in Note 6, Fair Value Measurement, to our consolidated financial statements in Item 8 in this Annual Report on Form 10-K.
Removed
At December 31, 2022 and 2021, the potential reduction in earnings from a hypothetical 10% adverse change in quoted foreign currency spot rates applied to foreign currency sensitive instruments would have been immaterial. Foreign Currency Transactions A portion of our revenues during the year ended December 31, 2022 were derived from manufacturing operations outside of the U.S.

Other CVGI 10-K year-over-year comparisons