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Item 1. Financial Statements

2025-08-04 compared with 2025-05-06 · 347 added, 119 removed, 541 unchanged (46% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(In thousands, except per share amounts)

6 unchanged sentences

Interest expense 2,291 2,417 4,794 4,603

Loss on extinguishment of debt 460 — 460 —

Income (loss) before provision for income taxes ( 2,381 ) ( 1,559 ) ( 3,404 ) 552

17 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(In thousands)

5 unchanged sentences

Other comprehensive income (loss) 9,768 ( 5,663 ) 14,374 ( 6,657 )

Comprehensive income $ 294 $ 1,945

Comprehensive income (loss) $ 5,007 $ ( 7,263 ) $ 5,301 $ ( 5,319 )

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

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(In thousands, except share and per share amounts)

38 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands)

6 unchanged sentences

Deferred income taxes — 121

Non-cash loss (income) on derivative contracts ( 273 ) 18

Non-cash (income) on derivative contracts ( 820 ) ( 475 )

Loss on extinguishment of debt 460 —

Change in other operating items:

4 unchanged sentences

Other operating activities, net 9,364 ( 11,605 )

Net cash provided by (used in) operating activities 15,172 ( 2,356 )

Net cash provided by operating activities 34,041 10,232

CASH FLOWS FROM INVESTING ACTIVITIES:

1 unchanged sentence

Proceeds from sale of business — 3,200

Net cash provided by (used in) investing activities ( 3,806 ) ( 1,859 )

Net cash (used in) investing activities ( 5,271 ) ( 8,066 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of term loan facility — ( 3,281 )

Borrowings under revolving credit facility — 17,500

Repayment of revolving credit facility ( 18,100 ) —

Borrowings under Term Loan due 2030 95,000 —

Repayment of Prior Term Loan due 2027 ( 85,000 ) ( 6,563 )

Borrowings under prior revolving credit facility — 24,500

Repayment of prior revolving credit facility ( 50,500 ) ( 17,500 )

Borrowings under ABL revolving credit facility due 2030 30,300 —

Borrowings under China credit facility 4,186 —

Surrender of shares to pay withholding taxes ( 10 ) ( 20 )

Debt extinguishment payments — —

Debt issuance and amendment costs ( 6,127 ) —

Other financing activities ( 68 ) ( 62 )

1 unchanged sentence

EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH 2,109 ( 1,028 )

NET INCREASE (DECREASE) IN CASH ( 6,417 ) 8,968

NET INCREASE IN CASH 18,660 1,493

Beginning of period 26,630 37,848

8 unchanged sentences

Shares Amount

(In thousands)

(In thousands, except share amounts)

Balance - December 31, 2023 33,322,535 $ 333 $ ( 16,150 ) $ 265,217 $ ( 46,184 ) $ ( 30,284 ) $ 172,932

4 unchanged sentences

Balance - March 31, 2024 33,325,973 $ 333 $ ( 16,152 ) $ 265,881 $ ( 43,245 ) $ ( 31,278 ) $ 175,539

Share-based compensation expense 117,991 1 ( 18 ) 1,349 — — 1,332

Net income from continuing operations for the period — — — — ( 1,299 ) — ( 1,299 )

Net income from discontinued operation for the period — — — — ( 301 ) — ( 301 )

Other comprehensive loss — — — — — ( 5,663 ) ( 5,663 )

Balance - June 30, 2024 33,443,964 $ 334 $ ( 16,170 ) $ 267,230 $ ( 44,845 ) $ ( 36,941 ) $ 169,608

Balance - December 31, 2024 33,694,396 $ 337 $ ( 16,468 ) $ 269,117 $ ( 74,051 ) $ ( 43,343 ) $ 135,592

4 unchanged sentences

Balance - March 31, 2025 33,693,402 $ 337 $ ( 16,468 ) $ 269,887 $ ( 78,363 ) $ ( 38,737 ) $ 136,656

Share-based compensation expense 189,446 2 ( 11 ) 981 — — 972

Net loss from continuing operations for the period — — — — ( 4,106 ) — ( 4,106 )

Net loss from discontinued operation for the period — — — — ( 655 ) — ( 655 )

Other comprehensive loss — — — — — 9,768 9,768

Balance - June 30, 2025 33,882,848 $ 339 $ ( 16,479 ) $ 270,868 $ ( 83,124 ) $ ( 28,969 ) $ 142,635

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

53 unchanged sentences

Revenue Recognition

We had outstanding customer accounts receivable, net of allowances, of $ 119.5 million as of March 31, 2025 and $ 118.7 million as of December 31, 2024.

We had outstanding customer accounts receivable, net of allowances, of $ 107.4 million as of June 30, 2025 and $ 118.7 million as of December 31, 2024.

We generally do not have material other assets or liabilities associated with customer arrangements.

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

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Global Seating Global Electrical Systems Trim Systems and Components Total

4 unchanged sentences

Total $ 74,457 $ 53,585 $ 43,914 $ 171,956

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Global Seating Global Electrical Systems Trim Systems and Components Total

4 unchanged sentences

Total $ 82,404 $ 53,639 $ 57,622 $ 193,665

Six Months Ended June 30, 2025

Global Seating Global Electrical Systems Trim Systems and Components Total

Seats $ 146,166 $ — $ — $ 146,166

Electrical wire harnesses, panels and assemblies 1,700 104,037 — 105,737

Plastic & Trim components — — 70,393 70,393

Mirrors, wipers and controls — — 19,455 19,455

Total $ 147,866 $ 104,037 $ 89,848 $ 341,751

Six Months Ended June 30, 2024

Global Seating Global Electrical Systems Trim Systems and Components Total

Seats $ 161,972 $ — $ — $ 161,972

Electrical wire harnesses, panels and assemblies 1,229 112,365 — 113,594

Plastic & Trim components — — 85,984 85,984

Mirrors, wipers and controls — — 26,741 26,741

Total $ 163,201 $ 112,365 $ 112,725 $ 388,291

Debt consisted of the following:

March 31, 2025 December 31, 2024

Term loan facility $ 85,000 $ 85,000

Revolving credit facility 32,400 50,500

June 30, 2025 December 31, 2024

Term Loan due 2030 $ 95,000 $ —

ABL Revolving credit facility 30,300 —

Prior Term Loan due 2027 — 85,000

Prior Revolver due 2027 — 50,500

Fair value of warrants issued to lenders (Note 6) ( 2,636 ) —

Unamortized debt discount and issuance costs ( 4,514 ) —

$ 118,150 $ 135,500

current portion of long-term debt ( 946 ) ( 8,438 )

( 13,906 ) ( 8,438 )

Total long-term debt, net of current portion $ 117,204 $ 127,062

Credit Agreement

On April 30, 2021, the Company and certain of its subsidiaries entered into a credit agreement (the “Credit Agreement”) between, among others, Bank of America, N.A.

as administrative agent (the “Administrative Agent”) and other lenders party

thereto (the “Lenders”) pursuant to which the Lenders made available a $ 150 million Term Loan Facility (the “Term Loan Facility”) and a $ 125 million Revolving Credit Facility (the “Revolving Credit Facility” and together with the Term Loan Facility, the “Credit Facilities”).

The Credit Facilities mature on May 12, 2027.

On May 12, 2022, the Company and certain of its subsidiaries entered into a second amendment (“Amendment No.

2”) to its Credit Agreement pursuant to which the Lenders upsized the existing term loan facility to $ 175 million in aggregate principal amount and increased the revolving credit facility commitments by $ 25 million to an aggregate of $ 150 million in revolving credit facility commitments.

On July 30, 2024, the Company and certain of its subsidiaries, as guarantors, entered into a third amendment (Amendment No.

3"), which amended the terms of the existing Credit Agreement to limit the mandatory prepayment requirements for certain specified asset dispositions of the Company and certain of its subsidiaries.

The Company repaid $ 20.0 million in accordance with the terms of Amendment No.3 during the three months ended September 30, 2024.

Short-term debt - China credit facility 4,186 —

Term Loan Due 2030

On June 27, 2025, the Company entered into a $ 95 million secured credit facility (the “Term Loan”) pursuant to a term loan and security agreement with TCW Asset Management Company LLC (“TCW Management”), as administrative agent, and other lender parties thereto.

All obligations of the Company under the Term Loan are unconditionally guaranteed by the Company and certain of its subsidiaries.

The Company and each of its guarantor subsidiaries have granted liens in substantially all of their property to secure their respective obligations under the Term Loan, guaranties and related documents.

The Term Loan matures on June 27, 2030.

The proceeds of the Term Loan were used, together with cash on hand of the Company, to (a) pay down the then existing term loan and revolving credit facilities due 2027 of the Company with Bank of America, N.A.

as administrative agent (the “Prior Credit Facilities"), (b) pay related transaction costs, fees and expenses incurred in connection therewith, and (c) for working capital and other lawful corporate purposes of the Company.

Interest Rates and Fees

Amounts outstanding under the Term Loan accrue interest at a per annum rate based on the consolidated total leverage ratio ranging from SOFR plus 8.75 % with a leverage ratio < 3.50 x to SOFR plus 10.75 % with a leverage ratio > 6.25 x.

The interest rate shall initially be set at SOFR plus 9.75 % through September 2025.

At the Company’s option, interest may be paid at the base rate plus 9.75 % with a leverage ratio < 3.50 x to base rate plus 11.75 % with a leverage ratio > 6.25 x where the base rate is the greatest of 1) 3.0 %, 2) Federal Funds rate plus 0.5 %, 3) SOFR plus 1.0 %, or 4) Prime rate.

The base rate margin shall initially be set at base rate plus 10.75 % In connection with the initial funding of the Term Loan the Company paid to the Term Loan lenders a fee equal to 3.0 % of the Term Loan amount.

Covenants and Other Terms

The Term Loan contains a maximum total leverage ratio covenant, a maximum capital expenditure covenant, an average liquidity covenant, and other customary restrictive covenants, including, without limitation, limitations on the ability of the Company and its subsidiaries to incur additional debt and guarantees;

grant certain liens on assets;

pay dividends or make certain other distributions;

make certain investments or acquisitions;

dispose of certain assets;

make payments on certain indebtedness;

merge, combine with any other person or liquidate;

amend organizational documents;

file consolidated tax returns

with entities other than the Company and its subsidiaries;

make material changes in accounting treatment or reporting practices;

enter into certain restrictive agreements;

enter into certain hedging agreements;

engage in transactions with affiliates;

enter into certain employee benefit plans;

amend subordinated debt;

and other matters customarily included in senior secured loan agreements.

The consolidated total leverage ratio covenant may not exceed 7.25 to 1.00 for the quarter ending September 30, 2025;

6.50 to 1.00 for the quarter ending December 31, 2025;

6.00 to 1.00 for the quarter ending March 31, 2026;

5.25 to 1.00 for the quarter ending June 30, 2026;

5.00 to 1.00 for the quarter ending September 30, 2026;

4.75 to 1.00 for the quarter ending December 31, 2026;

4.50 to 1.00 for the quarter ending March 31, 2027;

4.25 to 1.00 for the quarter ending June 30, 2027;

and 4.00 to 1.00 for the quarter ending September 30, 2027 and each fiscal quarter thereafter.

The Term Loan also contains customary reporting and other affirmative covenants.

We were in compliance with these covenants as of June 30, 2025.

The Term Loan contains customary events of default, including, without limitation, nonpayment of obligations under the Term Loan when due;

material inaccuracy of representations and warranties;

violation of covenants in the Term Loan and certain other documents executed in connection therewith;

breach or default of agreements related to material debt;

revocation or attempted revocation of guarantees;

denial of the validity or enforceability of the loan documents or failure of the loan documents to be in full force and effect;

certain material judgments;

certain events of bankruptcy or insolvency;

certain Employee Retirement Income Securities Act events;

loss, theft, damage or destruction of collateral;

and a change in control of the Company.

Certain of the defaults are subject to exceptions, materiality qualifiers, grace periods and baskets customary for credit facilities of this type.

Term Loan amortization payments are to be made quarterly, in an amount equal to 0.25 % of the original principal balance of the Term Loan, stepping up to 1.25 % from and after June 30, 2027.

The Term Loan requires the Company to make mandatory prepayments (subject to reinvestment rights) with the proceeds of certain asset dispositions and upon the receipt of certain extraordinary payments (including, without limitation, insurance or condemnation proceeds, tax refunds, and judgments).

In addition, the Company is required to make annual excess cash flow prepayments commencing with fiscal 2026, and mandatory prepayments with proceeds of debt not permitted under the Term Loan.

Voluntary prepayment of amounts outstanding under the Term Loan are permitted at any time, subject to a make-whole amount for first year immediately following the initial funding of the Term Loan, a 4 % premium for the second year and a 2 % premium for the third year and the payment of customary breakage costs, if applicable.

ABL Revolving Credit Facility

On June 27, 2025, the Company and certain of its subsidiaries, as co-borrowers entered into a loan and security agreement (the “ABL Revolving Credit Facility”) with Bank of America, N.A.

as agent, and certain financial institutions as lenders, which agreement governs the Company’s revolving credit facility and amends and restates the Company’s Prior Revolving Credit Facility due 2027.

The Company and each of its co-borrower subsidiaries are jointly and severally liable for all obligations arising under the ABL Revolving Credit Facility and have granted liens in substantially all of their property to secure their respective obligations under the revolving loan agreement and related documents.

The ABL Revolving Credit Facility matures on June 27, 2030, springing to 91 days prior to the maturity of the Term Loan or third-party subordinated debt.

In accordance with the terms of the ABL Revolving Credit Facility the Company and the other named borrowers thereunder are entitled (subject to the terms and conditions described therein) to request loans and other financial accommodations in an amount equal to the lesser of $ 115.0 million and a borrowing base composed of accounts receivable and inventory.

The ABL Revolving Credit Facility comprises of a US subfacility of $ 100.0 million and a UK subfacility of $ 15 million, in each case subject to availability under the borrowing base.

The US subfacility further has a first-in-last-out tranche equal to the lesser of $ 12.5 million and its borrowing base.

The Company can increase the size of the revolving commitments thereunder by an incremental $ 50.0 million, subject to the consent of the lenders providing the incremental commitments.

Up to an aggregate of $ 10.0 million is available to the Company and the other borrowers for the issuance of letters of credit, which reduces availability under the ABL Revolving Credit Facility.

Borrowings are available in US Dollars, Pounds Sterling and Euros.

Interest Rates and Commitment Fees

Amounts outstanding under the ABL Revolving Credit Facility accrue interest at a per annum rate based on SOFR, SONIA or EURIBOR, as applicable for the currency of the loan, with margins based on the average daily availability ranging from 1.50 % if average daily availability > $ 50 million to 2.00 % if average daily availability < $ 30 million.

The interest rate shall initially be set at SOFR plus 1.75 %.

The first-in-last-out tranche shall accrue interest at a 1 % higher rate.

At the Company’s option, interest may be paid at the base rate.

The base rate spread ranges from 0.50 % if average daily availability > $ 50 million to 1.00 % if average daily availability < $ 30 million.

The Company will pay an unused fee to the lenders equal to 0.25 % per annum of the unused amounts under the ABL Revolving Credit Facility.

Covenants and Other Terms

The ABL Revolving Credit Facility includes a springing minimum fixed charge coverage ratio of 1.0 :1.0, calculated when availability is less than the greater of $ 10.0 million and 10 % of the revolver commitments.

The fixed charge coverage ratio is determined with respect to Approved Obligors only.

The ABL Revolving Credit Facility contains customary restrictive covenants, including, without limitation, limitations on the ability of the Company and its subsidiaries to incur additional debt and guarantees;

grant liens on assets;

pay dividends or make other distributions;

make investments or acquisitions;

dispose of assets;

make payments on certain indebtedness;

merge, combine with any other person or liquidate;

amend organizational documents;

file consolidated tax returns with entities other than the Company and its subsidiaries;

make material changes in accounting treatment or reporting practices;

enter into restrictive agreements;

enter into hedging agreements;

engage in transactions with affiliates;

enter into certain employee benefit plans;

amend subordinated debt;

and other matters customarily included in senior secured loan agreements.

The ABL Revolving Credit Facility also contains customary reporting and other affirmative covenants.

We were in compliance with these covenants as of June 30, 2025.

The ABL Revolving Credit Facility contains customary events of default, including, without limitation, nonpayment of obligations under the ABL Revolving Credit Facility when due;

material inaccuracy of representations and warranties;

violation of covenants in the ABL Revolving Credit Facility and certain other documents executed in connection therewith;

breach or default of agreements related to material debt;

revocation or attempted revocation of guarantees;

denial of the validity or enforceability of the loan documents or failure of the loan documents to be in full force and effect;

certain material judgments;

certain events of bankruptcy or insolvency;

certain Employee Retirement Income Securities Act events;

loss, theft, damage or destruction of collateral;

and a change in control of the Company.

Certain of the defaults are subject to exceptions, materiality qualifiers, grace periods and baskets customary for credit facilities of this type.

Voluntary prepayments of amounts outstanding under the ABL Revolving Credit Facility are permitted at any time, without premium or penalty, other than in respect of customary breakage costs, if applicable.

The ABL Revolving Credit Facility requires the borrowers to make mandatory prepayments with the receipt of any proceeds of certain insurance or condemnation awards paid in respect of revolving credit priority collateral.

At June 30, 2025, we had $ 30.3 million of borrowings under the ABL Revolving Credit Facility, outstanding letters of credit of $ 1.1 million and availability of $ 83.6 million (subject to customary borrowing base and other conditions).

Combined with availability under our China Credit Facility (described below) of approximately $ 7.0 million, total consolidated availability was $ 90.6 million at June 30, 2025.

The unamortized deferred financing fees associated with the ABL Revolving Credit Facility of $ 1.8 million and $ 0.8 million as of June 30, 2025 and December 31, 2024, respectively, are being amortized over the remaining life of the ABL Revolving Credit Facility.

At December 31, 2024, we had $ 50.5 million borrowings under the ABL Revolving Credit Facility and we had outstanding letters of credit of $ 1.1 million.

Prior Credit Facilities due 2027

On December 19, 2024, the Company and certain of its subsidiaries entered into a fourth amendment ("Amendment No.

4") to its credit agreement pursuant to which the Lenders reduced the existing term loan facility to $ 85 million in aggregate principal amount, reduced the revolving credit facility commitments by $ 25 million to an aggregate of $ 125 million in revolving credit facility commitments, and revised the covenant calculation including increasing the maximum consolidated total leverage ratio to 4.25 :1.0 (which will be subject to step-downs to 3.75 :1.0 at the end of the fiscal quarter ending September 30, 2025;

4") to its Prior Credit Facilities, originally dated April 30, 2021, between, among others, Bank of America, N.A.

as administrative agent and other lenders party thereto (the “Lenders”) pursuant to which the Lenders reduced the prior term loan to $ 85 million in aggregate principal amount, reduced the prior revolving credit facility commitments by $ 25 million to an aggregate of $ 125 million in revolving credit facility commitments, and revised the covenant calculation including increasing the maximum consolidated total leverage ratio to 4.25 :1.0 (which will be subject to step-downs to 3.75 :1.0 at the end of the fiscal quarter ending September 30, 2025;

and to 3.00 :1.0 for each fiscal quarter thereafter).

Subject to the terms of the amended Credit Agreement, the Revolving Credit Facility includes a $ 10 million swing line sublimit and a $ 10 million letter of credit sublimit.

The amended Credit Agreement provides for an incremental term facility agreement and/or an increase of the Revolving Credit Facility, in a maximum aggregate amount of $ 15 million.

At March 31, 2025, we had $ 32.4 million of borrowings under the Revolving Credit Facility, outstanding letters of credit of $ 1.1 million and availability of $ 91.5 million.

Combined with availability under our China Credit Facility (described below) of approximately $ 11.0 million, total consolidated availability was $ 102.5 million at March 31, 2025.

The unamortized deferred financing fees associated with the Revolving Credit Facility of $ 0.7 million and $ 0.8 million as of March 31, 2025 and December 31, 2024, respectively, are being amortized over the remaining life of the Credit Agreement.

At December 31, 2024, we had $ 50.5 million borrowings under the Revolving Credit Facility and we had outstanding letters of credit of $ 1.1 million.

The Prior Credit Facilities were scheduled to mature on May 12, 2027.

Covenants and other terms

The Credit Agreement includes (a) a minimum consolidated fixed charge coverage ratio of 1.20 :1.0, and (b) a maximum consolidated total leverage ratio of 4.25 :1.0 (which is subject to step-downs to 3.75 :1.0 at the end of the fiscal quarter ending September 30, 2025;

The Prior Term Loan was subject to certain financial covenants:

(a) a minimum consolidated fixed charge coverage ratio of 1.20 :1.0, and (b) a maximum consolidated total leverage ratio of 4.25 :1.0 (which was subject to step-downs to 3.75 :1.0 at the end of the fiscal quarter ending September 30, 2025;

to 3.00 :1.0 for each fiscal quarter thereafter).

We were in compliance with these covenants as of March 31, 2025.

Repayment and prepayment

The Credit Agreement requires the Company to make quarterly amortization payments to the Term Loan Facility at an annualized rate of the loans under the Term Loan Facility for every year as follows:

5.0 %, 7.5 %, 10.0 %, 12.5 % and 15.0 %.

The Credit Agreement also requires all outstanding amounts under the Credit Facilities to be repaid in full on the Maturity Date.

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

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

The Prior Credit Facilities required the Company to make quarterly amortization payments to the Prior Term Loan at an annualized rate of the loans under the Prior Term Loan for every year as follows:

0.25 % from September 30, 2025 through March 31, 2027 and 1.25 % from June 30, 2027 through the last business day of each fiscal quarter ending thereafter.

The Prior Credit Facilities also required all outstanding amounts under the Prior Credit Facilities to be repaid in full on the Maturity Date.

Until June 28, 2028, voluntary prepayments of the Prior Term Loan were subject to a premium, calculated as a percentage of the obligations so prepaid under the Prior Term Loan, equal to (x) from June 27, 2025 until June 27, 2027, 4.00 %, (y) from June 28, 2026 until June 27, 2028, 2.00 % and (z) thereafter, none .

The Prior Term Loan was also subject to an excess cash flow sweep and certain other customary mandatory prepayment requirements.

See Note 15, Commitments and Contingencies, for the future minimum principal payments due on long-term debt for the next five years.

3 unchanged sentences

We utilize the China Credit Facility to meet local working capital demands, fund letters of credit and bank guarantees, and support other short-term cash requirements of our China operations.

We had no outstanding borrowings under the China Credit Facility as of March 31, 2025 and December 31, 2024.

At March 31, 2025, we had $ 11.0 million of availability under the China Credit Facility.

We had $ 4.2 million outstanding borrowings under the China Credit Facility as of June 30, 2025 and zero outstanding borrowing as of December 31, 2024.

At June 30, 2025, we had $ 7.0 million of availability under the China Credit Facility.

Cash Paid for Interest

For the three months ended March 31, 2025 and 2024, cash payments for interest were $ 2.8 million and $ 2.9 million, respectively.

For the six months ended June 30, 2025 and 2024, cash payments for interest were $ 5.6 million and $ 5.8 million, respectively.

Intangible Assets

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Amount Accumulated

5 unchanged sentences

$ 12,148 $ ( 8,492 ) $ 3,656 $ 13,409 $ ( 9,491 ) $ 3,918

The aggregate intangible asset amortization expense was $ 0.1 million and $ 0.2 million for the three months ended March 31, 2025 and 2024, respectively.

The aggregate intangible asset amortization expense was $ 0.1 million and $ 0.1 million for the three months ended June 30, 2025 and 2024, respectively.

The aggregate intangible asset amortization expense was $ 0.3 million and $ 0.3 million for the six months ended June 30, 2025 and 2024 respectively.

Fair Value Measurement

13 unchanged sentences

The gains and losses as a result of the changes in fair value of the hedge contract for transactions denominated in Mexican Pesos are deferred in accumulated other comprehensive loss and recognized in cost of revenues in the period the related hedge transactions are settled.

As of March 31, 2025, hedge contracts for transactions denominated in Czech Crown were not designated as a hedging instruments;

As of June 30, 2025, hedge contracts for transactions denominated in Czech Crown were not designated as a hedging instruments;

therefore, they are marked-to-market and the fair value of agreements is recorded in the Condensed Consolidated Balance Sheets with the offsetting gains and losses recognized in other (income) expense and recognized in cost of revenues in the period the related hedge transactions are settled in the Condensed Consolidated Statements of Operations.

Interest Rate Swaps .

To manage our exposure to variable interest rates, we have entered into interest rate swaps to exchange, at a specified interval, the difference between fixed and variable interest amounts calculated by reference to an agreed upon notional principal amount.

The interest rate swaps are intended to mitigate the impact of rising interest rates on the Company and covered approximately 50 % of outstanding debt under the Term Loan Facility.

To manage our exposure to variable interest rates, we have historically entered into interest rate swaps to exchange, at a specified interval, the difference between fixed and variable interest amounts calculated by reference to an agreed upon notional principal amount.

The interest rate swaps are intended to mitigate the impact of rising interest rates on the Company and covered approximately 50 % of outstanding debt under the Prior Term Loan.

Any changes in fair value were included in earnings or deferred through Accumulated other comprehensive loss, depending on the nature and effectiveness of the offset.

Any ineffectiveness in a cash flow hedging relationship would be recognized immediately in earnings in the consolidated statements of operations.

During the quarter ended March 31, 2025, the Company entered into transactions to cash settle existing interest rate swaps and received proceeds of $ 0.6 million.

At March 31, 2025, the Company entered into transactions to cash settle existing interest rate swaps and received proceeds of $ 0.6 million.

The gain on the swap settlement has been recorded in Other comprehensive income (loss) and will be recognized over the life of the hedged transactions.

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

March 31, 2025 December 31, 2024

Stock Warrants Issued in Connection with Long-Term Debt — In connection with entering into the Term Loan due 2030, the Company issued to affiliates of TCW Management five-year warrants for the purchase of up to an aggregate of 3,934,776 shares of the Company’s common stock, issued in two equal tranches.

The tranches have an exercise price of $ 1.52 and $ 2.07 per share, respectively.

Until the fourth anniversary after issuance, the Company has the right to repurchase up to 50 % of each tranche of warrants at a price equal to $ 1.40 or $ 1.00 per share, respectively, above the applicable exercise price.

Upon a refinancing of the Term Loan, the holders of the warrants can require the Company to repurchase up to 50 % of each tranche at a price equal to the stock price of the common stock at the time of repurchase less the exercise price.

The warrants contain anti-dilution adjustments that may result in a change in the number of shares of common stock issuable upon exercise.

The Company also has provided TCW Management with certain information and registration rights, including agreeing to file a registration statement within 45 days to register the resale of the shares underlying the warrants, pursuant to an Investor Rights Agreement.

The warrants were valued at $ 2.6 million using the Binomial Lattice Model and were recorded in Other long-term liabilities on the Condensed Consolidated Balance Sheets.

The fair values of our financial instruments measured on a recurring basis are categorized as follows:

June 30, 2025 December 31, 2024

Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3

Foreign exchange contract designated as hedging instruments $ 2,304 $ — $ 2,304 $ — $ — $ — $ — $ —

Foreign exchange contract not designated as hedging instruments $ 89 $ — $ 89 $ — $ — $ — $ — $ —

Interest rate swap agreement settled in 2025 $ — $ — $ — $ — $ 1,069 $ — $ 1,069 $ —

1 unchanged sentence

Foreign exchange contract not designated as hedging instruments $ — $ — $ — $ — $ 53 $ — $ 53 $ —

Warrants $ 2,636 $ — $ 2,636 $ — $ — $ — $ — $ —

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Equivalent U.S.

3 unchanged sentences

Commitments to buy or sell currencies - Foreign exchange contract not designated as hedging instruments $ 6,753 $ 6,108 $ 4,697 $ 5,023

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

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

Derivative Asset

1 unchanged sentence

Location Fair Value

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Foreign exchange contract designated as hedging instruments Other current assets $ 2,304 $ —

Foreign exchange contract not designated as hedging instruments Other current assets $ 89 $ —

Interest rate swap agreement settled in 2025 Other assets, net $ — $ 1,069

2 unchanged sentences

Location Fair Value

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Foreign exchange contract designated as hedging instruments Accrued liabilities and other $ — $ 5,648

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Location Fair Value

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Foreign exchange contracts designated as hedging instruments Accumulated other comprehensive income (loss) $ 2,596 $ ( 2,119 )

Interest rate swap agreements Accumulated other comprehensive income $ 2,157 $ 897

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

Three Months Ended March 31,

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

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Location of Gain (Loss) on Derivatives

Recognized in Income (Loss) Amount of Gain (Loss) on Derivatives

Recognized in Income (Loss)

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Based on these inputs, our long-term debt fair value as disclosed was classified as Level 2 as of December 31, 2024.

As of March 31, 2025 the classification was changed to a Level 3 due to the lack of observable market inputs or comparable instruments.

Given the fact that our term loan matures on May 12, 2027, its carrying value approximates the fair value.

As of June 30, 2025, the classification was changed to a Level 3 due to the lack of observable market inputs or comparable instruments.

With the refinancing of our long-term debt on June 27, 2025, the carrying values of our long-term debt obligations approximate the fair values.

The carrying amounts and fair values of our long-term debt obligations are as follows:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Amount Fair Value Carrying

Amount Fair Value

Term loan and security agreement 1

Term Loan due 2030 1

$ 87,850 $ 87,850 $ — $ —

Prior Term Loan due 2027 1

$ — $ — $ 85,000 $ 84,363

Revolving credit facility $ 30,300 $ 30,300 $ 50,500 $ 50,500

Presented in the Condensed Consolidated Balance Sheets as the current portion of long-term debt of $ 13.9 million and long-term debt of $ 71.1 million as of March 31, 2025 and current portion of long-term debt of $ 8.4 million and long-term debt of $ 76.6 million as of December 31, 2024.

Presented in the Condensed Consolidated Balance Sheets as the current portion of long-term debt of $ 0.9 million and long-term debt of $ 86.9 million as of June 30, 2025 and current portion of long-term debt of $ 8.4 million and long-term debt of $ 76.6 million as of December 31, 2024.

The components of lease expense are as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Operating lease cost

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Short-term lease cost

1,171 1,156 2,197 1,952

Total lease expense $ 4,470 $ 3,753 $ 8,733 $ 6,982

Supplemental balance sheet information related to leases is as follows:

Balance Sheet Location March 31, 2025 December 31, 2024

Balance Sheet Location June 30, 2025 December 31, 2024

Operating Leases

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Total finance lease liabilities $ 226 $ 94

Cash payments on operating leases were $ 2.8 million and $ 2.5 million for the three months ended March 31, 2025 and 2024 respectively.

Cash payments on operating leases were $ 5.8 million and $ 4.8 million for the six months ended June 30, 2025 and 2024 respectively.

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

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Present value of lease liabilities $ 35,379 $ 226 $ 35,605

We recorded a $ 2.1 million tax provision, or ( 207 )% effective tax rate for the three months ended March 31, 2025, compared to a $ 0.7 million, or 32 % effective tax rate for the three months ended March 31, 2024.

The primary driver in the effective tax rate is the company's losses in the US while maintaining its full valuation allowance position on U.S.

We recorded a $ 1.7 million tax provision, or ( 72 )% effective tax rate for the three months ended June 30, 2025, and $ 3.8 million tax provision, or ( 113 )% effective tax rate for the six months ended June 30, 2025 , compared to a $ 0.3 million tax benefit, or 17 % effective tax rate for the three months ended June 30, 2024, and $ 0.4 million tax provision, or 73 % effective tax rate for the six months ended June 30, 2024.

The effective tax rate is impacted by the mix of the Company's profitable foreign operations and losses in the US while maintaining its full valuation allowance position on U.S.

deferred tax assets.

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To the extent that actual 2025 pretax results for U.S.

and foreign income or loss vary from estimates, the actual income tax expense recognized in 2025 could be different from the forecasted amount used to estimate the income tax expense for the three months ended March 31, 2025.

For the three months ended March 31, 2025 and 2024, cash paid for taxes, net of refunds received, were $ 0.8 million and $ 1.9 million, respectively.

For the six months ended June 30, 2025 and 2024, cash paid for taxes, net of refunds received, were $ 1.7 million and $ 3.6 million, respectively.

Pension and Other Post-Retirement Benefit Plans

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

Three Months Ended March 31,

Three Months Ended June 30,

Interest cost $ 405 $ 347

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Net cost $ 297 $ 244

Six months ended June 30,

Interest cost $ 789 $ 696

Expected return on plan assets ( 708 ) ( 632 )

Amortization of prior service cost 26 26

Recognized actuarial loss 473 399

Net cost $ 580 $ 489

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

Performance Awards

In 2020, the Company made awards, defined as cash, shares or other awards, to employees under the Commercial Vehicle Group, Inc.

2014 Equity Incentive Plan (the “2014 EIP”) and the Commercial Vehicle Group, Inc.

2020 Equity Incentive Plan (the “2020 EIP”).

Effective May 15, 2025, the stockholders of the Company approved the amended and restated Commercial Vehicle Group, Inc.

2020 Equity Incentive Plan.

2025 Performance Stock Awards Settled in Cash – Performance-based stock award is a grant that is earned and payable in cash.

The total amount payable as of the award's vesting date is determined based upon the greater of either EBITDA performance or stock price performance.

The EBITDA component is measured at the end of each year (the “EBITDA Performance Period”) and weighted as 1/3 of the potential EBITDA payout for the performance period.

EBITDA, for any period means Earnings Before Interest, Taxes, Depreciation, and Amortization, a financial metric that measures the Company's operational profitability by excluding non-operating expenses and non-cash items.

The stock price component will be measured during the last 18 months of the award (the “Stock Price Performance Period”).

The Stock Price Performance Period for the 2025 award is July 1, 2026 through December 31, 2027.

These awards are payable at the end of the performance period in cash if the employee is employed through the end of the performance period and the performance measures have been met.

If the employee is not employed during the entire performance period, the award is forfeited.

These grants are accounted for as cash settlement awards for which the fair value of the award fluctuates based on either EBITDA performance or stock price performance.

The following table summarizes performance awards granted in the form of cash awards under the equity incentive plans:

Adjusted Award Value at December 31, 2024 $ 700

New grants 3,461

Forfeitures ( 164 )

Adjustments ( 2,958 )

Adjusted Award Value at March 31, 2025 $ 599

Unrecognized compensation expense was $ 0.2 million and $ 4.1 million as of March 31, 2025 and 2024, respectively.

Adjusted Award Value at June 30, 2025 $ 1,039

Unrecognized compensation expense was $ 2.8 million and $ 1.8 million as of June 30, 2025 and 2024, respectively.

Share-Based Compensation

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

As of March 31, 2025, there was approximately $ 3.4 million of unrecognized compensation expense related to unvested share-based compensation arrangements granted under our equity incentive plans.

As of June 30, 2025, there was approximately $ 5.8 million of unrecognized compensation expense related to unvested share-based compensation arrangements granted under our equity incentive plans.

This expense is subject to future adjustments and forfeitures and will be recognized on a straight-line basis over the remaining period listed above for each grant.

A summary of the status of our restricted stock awards as of March 31, 2025 and changes during the three months ended March 31, 2025, are presented below:

At the Annual Meeting of Stockholders of Commercial Vehicle Group, Inc., held on May 15, 2025, the stockholders of the Company approved increasing the number of shares available by 1.8 million shares pursuant to the amended and restated Commercial Vehicle Group, Inc.

2020 Equity Incentive Plan.

A summary of the status of our restricted stock awards as of June 30, 2025 and changes during the six months ended June 30, 2025, are presented below:

(in thousands) Weighted-

Unvested - December 31, 2024 835 $ 5.02

Granted 2,538 1.33

Vested ( 199 ) ( 4.07 )

Forfeited ( 92 ) 3.64

Unvested - March 31, 2025 802 $ 4.96

As of March 31, 2025, a total of 0.5 million shares were available for future grants from the shares authorized for award under our 2020 Equity Incentive Plan, including cumulative forfeitures.

Unvested - June 30, 2025 3,082 $ 2.07

As of June 30, 2025, a total of 0.02 million shares were available for future grants from the shares authorized for award under our amended and restated 2020 Equity Incentive Plan, including cumulative forfeitures.

Stockholders’ Equity

Common Stock — Our authorized capital stock consists of 60,000,000 shares of common stock with a par value of $ 0.01 per share;

of which, 33,693,402 and 33,694,396 shares were issued and outstanding as of March 31, 2025 and December 31, 2024, respectively.

Preferred Stock — Our authorized capital stock also consists of 5,000,000 shares of preferred stock with a par value of $ 0.01 per share, with no preferred shares outstanding as of March 31, 2025 and December 31, 2024.

of which, 33,882,848 and 33,694,396 shares were issued and outstanding as of June 30, 2025 and December 31, 2024, respectively.

Earnings (Loss) Per Share — Basic earnings (loss) per share is determined by dividing net income (loss) by the weighted average number of common shares outstanding during the year.

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Potential common shares are included in the diluted earnings per share calculation when dilutive.

Diluted earnings (loss) per share for the three months ended March 31, 2025 and 2024 includes the effect of potential common shares issuable when dilutive, and is as follows:

Three Months Ended March 31,

Diluted earnings (loss) per share for the three and six months ended June 30, 2025 and 2024 includes the effect of potential common shares issuable when dilutive, and is as follows:

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net income (loss) $ ( 4,761 ) $ ( 1,600 ) $ ( 9,073 ) $ 1,338

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Diluted earnings (loss) per share from discontinued operations $ ( 0.02 ) $ ( 0.01 ) $ ( 0.05 ) $ 0.03

There were 646 thousand outstanding restricted shares awarded that were excluded from the calculation of diluted earnings (loss) per share for the three months ended March 31, 2025 and 408 thousand outstanding restricted shares awarded were excluded from the calculation of diluted earnings (loss) per share for the three months ended March 31, 2024.

There were no outstanding restricted shares awarded that were excluded from the calculation of diluted earnings (loss) per share for the three months ended June 30, 2025 and 367 thousand outstanding restricted shares awarded were excluded from the calculation of diluted earnings (loss) per share for the three months ended June 30, 2024.

There were no outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the six months ended June 30, 2025 and 405 thousand outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the six months ended June 30, 2024.

Other Comprehensive Income (Loss)

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Amounts reclassified into earnings — 109 1,801 1,910

Balance - March 31, 2025 $ ( 28,067 ) $ ( 11,509 ) $ 839 $ ( 38,737 )

Balance - June 30, 2025 $ ( 22,296 ) $ ( 11,426 ) $ 4,753 $ ( 28,969 )

currency translation adjustment Pension and

6 unchanged sentences

Amounts reclassified into earnings — 213 ( 1,798 ) ( 1,585 )

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

Balance - June 30, 2024 $ ( 27,083 ) $ ( 12,754 ) $ 2,896 $ ( 36,941 )

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

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025 Six Months Ended June 30, 2025

Amount Tax Expense After Tax Amount Before Tax

Amount Tax Expense After Tax Amount

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Total other comprehensive income (loss) $ 9,768 $ — $ 9,768 $ 15,178 $ ( 804 ) $ 14,374

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024 Six Months Ended June 30, 2024

Amount Tax Expense After Tax

Amount Before Tax

Amount Tax Expense After Tax

Net current period change

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Total other comprehensive income (loss) $ ( 7,064 ) $ 1,401 $ ( 5,663 ) $ ( 7,218 ) $ 561 $ ( 6,657 )

As of March 31, 2025, the Company estimates that net pre-tax derivative loss of $ 0.4 million included in Accumulated other comprehensive income (loss) will be reclassified into earnings within the next 12 months.

As of June 30, 2025, the Company estimates that net pre-tax derivative income of $ 2.7 million included in Accumulated other comprehensive income (loss) will be reclassified into earnings within the next 12 months.

Cost Reduction and Manufacturing Capacity Rationalization

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March 31, 2025 $ — $ — $ — $ 358 $ 358

New charges 358 539 243 — 1,140

Payments and other adjustments ( 358 ) ( 539 ) ( 243 ) ( 133 ) ( 1,273 )

June 30, 2025 $ — $ — $ — $ 225 $ 225

Global Seating Global Electrical Systems Trim Systems and Components Corporate/

3 unchanged sentences

March 31, 2024 $ 128 $ — $ — $ 607 $ 735

All of the $ 0.7 million costs incurred in the three months ended March 31, 2025 for restructuring related to headcount reductions.

Of the $ 0.7 million costs incurred in the three months ended March 31, 2025 for restructuring, $ 0.5 million were recorded in cost of revenue and $ 0.2 million were recorded in selling, general and administrative expenses.

Of the $ 1.8 million costs incurred in the three months ended March 31, 2024 for restructuring, $ 1.5 million related to headcount reductions and $ 0.3 million related to facility exit and other.

Of the $ 1.8 million costs incurred in the three months ended March 31, 2024 for restructuring, $ 1.6 million were recorded in cost of revenue and $ 0.2 million were recorded in selling, general and administrative expenses.

Of the $ 1.8 million costs incurred in three months ended March 31, 2024 for restructuring, $ 1.1 million related to headcount in the Global Electrical Systems segment and $ 0.5 million related to headcount reductions in the Trim Systems and Components segment.

New charges 762 1,379 1,634 — 3,775

Payments and other adjustments ( 766 ) ( 1,379 ) ( 1,634 ) ( 97 ) ( 3,876 )

June 30, 2024 $ 124 $ — $ — $ 510 $ 634

Of the $ 1.1 million costs incurred in the three months ended June 30, 2025 for restructuring, $ 1.1 million related to headcount reductions;

$ 1.1 million were recorded in cost of revenue.

Of the $ 1.1 million costs incurred in the three months ended June 30, 2025, $ 0.4 million related to the Global Seating segment, $ 0.5 million related to the Global Electrical Systems, and $ 0.2 million related to the Trim Systems and Components segment.

Of the $ 1.8 million costs incurred in the six months ended June 30, 2025 for restructuring, $ 1.8 million related to headcount reductions;

$ 1.6 million were recorded in cost of revenues and $ 0.2 million were recorded in selling, general and administrative expenses.

Of the $ 1.8 million costs incurred in the six months ended June 30, 2025, $ 0.4 million related to the Global Seating segment, $ 1.1 million related to the Global Electrical Systems, and $ 0.3 million related to the Trim Systems and Components segment.

Of the $ 3.8 million costs incurred in the three months ended June 30, 2024 for restructuring, $ 3.4 million related to headcount reductions and $ 0.4 million related to facility exit and other;

$ 3.5 million were recorded in cost of revenues and $ 0.3 million were recorded in selling, general and administrative expenses.

Of the $ 3.8 million costs incurred in three months ended June 30, 2024 for restructuring, $ 1.4 million related to headcount in the Global Electrical Systems segment, $ 1.6 million related to headcount reductions in the Trim Systems and Components segment, $ 0.4 million related to headcount reductions and $ 0.4 million related to facility exit in the Global Seating segment.

Of the $ 5.6 million costs incurred in the six months ended June 30, 2024 for restructuring, $ 4.9 million related to headcount reductions and $ 0.7 million related to facility exit and other.

Of the $ 5.6 million costs incurred in the six months ended June 30, 2024 for restructuring, $ 5.1 million were recorded in cost of revenue and $ 0.5 million were recorded in selling, general and administrative expenses.

Of the $ 5.6 million costs incurred in six months ended June 30, 2024 for restructuring, primarily $ 2.5 million related to headcount in the Global Electrical Systems segment, $ 2.1 million related to headcount reductions in the Trim Systems and Components segment, $ 0.2 million related to headcount reductions at Corporate and Other and $ 0.7 million related to facility exit in the Global Seating segment .

Commitments and Contingencies

Leases - As disclosed in Note 7, Leases, we lease office, warehouse and manufacturing space and equipment under non-cancelable operating lease agreements that generally require us to pay maintenance, insurance, taxes and other expenses in addition to annual rental fees.

As of March 31, 2025, our equipment leases did not provide for any material guarantee of a specified portion of residual values.

As of June 30, 2025, our equipment leases did not provide for any material guarantee of a specified portion of residual values.

Guarantees - Costs associated with guarantees are accrued when it is probable that a liability has been incurred and the amount can be reasonably estimated.

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where no amount within a range of estimates is more likely, the minimum is accrued.

As of March 31, 2025 and 2024, we had no such guarantees.

As of June 30, 2025 and 2024, we had no such guarantees.

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

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Our policy is to record provisions for estimated future customer warranty costs based on historical trends and for specific claims.

These amounts, as they relate to the periods ended March 31, 2025 and December 31, 2024, are included within accrued liabilities and other in the accompanying Condensed Consolidated Balance Sheets.

These amounts, as they relate to the periods ended June 30, 2025 and December 31, 2024, are included within accrued liabilities and other in the accompanying Condensed Consolidated Balance Sheets.

On July 24, 2023, one of our customers issued a voluntary safety recall related to certain wiper system components supplied by us.

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There are no assurances, however, that settlements reached and/or adverse judgments received, if any, will not exceed amounts normally accrued.

The following presents a summary of the warranty provision for the three months ended March 31, 2025:

The following presents a summary of the warranty provision for the six months ended June 30, 2025:

Balance - December 31, 2024 $ 1,207

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Deduction for payments made and other adjustments ( 699 )

Balance - March 31, 2025 $ 1,352

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

Balance - June 30, 2025 $ 1,521

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

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

The existing long-term debt agreement matures in 2027;

The existing long-term debt matures in 2030;

no payments are due thereafter:

Remainder of 2025 $ 474

2026 $ 24,063

2027 $ 84,900

Thereafter $ 111,587

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

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Global Seating Global Electrical Systems Trim Systems and Components Total

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Interest expense 2,291

Loss on early extinguishment of debt 460

Loss before provision for income taxes $ ( 2,381 )

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Global Seating Global Electrical Systems Trim Systems and Components Total

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8,534 4,523 3,623 16,680

Operating income 1

Operating income (loss) 1

$ 2,100 $ ( 539 ) $ 2,327 $ 3,888

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Interest expense 2,417

Loss before provision for income taxes $ ( 1,559 )

Six Months Ended June 30, 2025

Global Seating Global Electrical Systems Trim Systems and Components Total

Revenues $ 147,866 $ 104,037 $ 89,848 $ 341,751

Cost of revenues 128,843 94,137 81,449 304,429

Gross profit 19,023 9,900 8,399 37,322

Selling, general & administrative expenses 13,608 9,511 6,761 29,880

Operating income (loss) 1

$ 5,415 $ 389 $ 1,638 $ 7,442

Corporate and other unallocated costs 2

Other (income) expense 355

Interest expense 4,794

Loss on early extinguishment of debt 460

Income before provision for income taxes $ ( 3,404 )

Six Months Ended June 30, 2024

Global Seating Global Electrical Systems Trim Systems and Components Total

Revenues $ 163,201 $ 112,365 $ 112,725 $ 388,291

Cost of revenues 141,721 103,556 99,175 344,452

Gross profit 21,480 8,809 13,550 43,839

Selling, general & administrative expenses

16,585 8,905 7,023 32,513

Operating income (loss) 1

$ 4,895 $ ( 96 ) $ 6,527 $ 11,326

Corporate and other unallocated costs 2

Other (income) expense 418

Interest expense 4,603

Income before provision for income taxes $ 552

Segment operating income includes allocated corporate operating expenses associated with central services such as procurement, quality, logistics, environmental health and safety, information technology, insurance, finance, credit and collections, treasury and human resources.

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Items reported in inventories consisted of the following:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Raw materials $ 86,701 $ 98,677

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Land and buildings $ 30,147 $ 26,613

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Compensation and benefits $ 18,580 $ 12,542

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While the transition services are expected to vary in duration depending upon the type of service provided, the Company expects to reduce costs as the transition services are completed.

The Company recognized $ 0.4 million of income related to the transition services agreement for the three months ended March 31, 2025, which was presented in Continuing operations, Other (income) expense in the Condensed Consolidated Statements of Operations.

The following table provides a reconciliation of the individual discontinued operations to the Condensed Consolidated Statements of Operations for the three and three months ended March 31, 2025 and 2024.

Three Months Ended March 31,

The Company recognized $ 0.4 million of income related to the transition services agreement for the six months ended June 30, 2025, which was presented in Continuing operations, Other (income) expense in the Condensed Consolidated Statements of Operations.

The following table provides a reconciliation of the individual discontinued operations to the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024.

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Income (loss) from discontinued operations, net of tax

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Total income (loss) from discontinued operations, net of tax $ ( 655 ) $ ( 301 ) $ ( 1,828 ) $ 1,191

The following tables present reconciliations of the captions within CVG's Condensed Consolidated Statements of Operations attributable to each discontinued operation for the three and three months ended March 31, 2025 and 2024.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Income (loss) from discontinued operations attributable to Cab structures business:

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Net income (loss) from discontinued operations, net of income taxes $ ( 512 ) $ 493 $ ( 1,535 ) $ 3,513

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Income (loss) from discontinued operations attributable to Industrial Automation segment:

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Operating income (loss) — ( 956 ) ( 150 ) ( 2,893 )

Other (income) expense 143 — 143 —

Interest expense — 72 — 137

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Net income (loss) from discontinued operations, net of income taxes $ ( 143 ) $ ( 794 ) $ ( 293 ) $ ( 2,322 )

The following tables present reconciliations of the captions within CVG's Condensed Consolidated Statements of Cash Flows attributable to discontinued operations for the three months ended March 31, 2025 and 2024.

Three Months Ended March 31,

The following tables present reconciliations of the captions within CVG's Condensed Consolidated Statements of Cash Flows attributable to discontinued operations for the six months ended June 30, 2025 and 2024.

Six Months Ended June 30,

CASH FLOWS FROM DISCONTINUED OPERATIONS:

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements