Commercial Vehicle Group, Inc. 10-Q

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The discussion and analysis below described material changes in financial condition and results of operations as reflected in our condensed consolidated financial statements for the three and six months ended June 30, 2025 and 2024. This discussion and analysis should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2024 Form 10-K. Business Overview CVG is a global provider of systems, assemblies and components to the global commercial vehicle market and the electric vehicle market. We deliver real solutions to complex design, engineering and manufacturing problems while creating positive change for our customers, industries, and communities we serve. We have manufacturing operations in the United States, Mexico, China, United Kingdom, Czech Republic, Ukraine, Morocco, Thailand, India 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 customers. We believe our products are used by a majority of the North American Commercial Truck markets and many construction and agriculture vehicle OEMs, parts and service dealers, and distributors. Key Developments The Company announced on June 27, 2025, it had closed on $210 million in senior secured credit facilities, consisting of (i) a $95 million senior secured Term Loan with TCW Group, as agent, and (ii) a $115 million senior secured asset-based revolving credit facility with Bank of America, N.A., as agent. Obligations under the new senior secured credit facilities will mature on June 27, 2030, with the ABL revolving credt facility springing to 91 days prior to the maturity of the Term Loan or third-party subordinated debt. In connection with the financing, TCW Group affiliates received five-year warrants for the purchase of up to 3,934,776 shares of the company’s common stock, issued in two equal tranches. The tranches of warrants 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 new credit agreement, the holders 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 customary anti-dilution adjustments. The Company has provided the holders 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. The Company announced a new organizational structure designed to enhance alignment with its customers and end markets, effective January 1, 2025. Under this new structure, CVG reorganized its vertical business units into the following three operating divisions and reporting segments: Global Electrical Systems, Global Seating, Trim Systems and Components. As part of this realignment, the Company’s Aftermarket & Accessories business unit was absorbed in these three segments. Its seating and electrical portfolio transitioned to Global Seating and Global Electrical Systems, respectively. Its wiper systems became part of the newly formed Trim Systems and Components business unit in addition to the trim and components businesses from the prior Vehicle Solutions segment. We are navigating through several external factors which create uncertainty and volatility in our end markets, including, but not limited to, geopolitical dynamics, new tariff actions, tax regulation and fluctuating foreign exchange rates. The Company’s cost of goods sold could be increased by tariffs which could subsequently increase the price of goods purchased and sold to customers. The Company expects to pass on the costs of tariffs, if any, to its customers, although there is significant uncertainty. Geopolitical uncertainties will continue to create a challenging operating environment. We continue to closely monitor the situation and are prepared to remain agile in responding to any new developments. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”), which includes a broad range of tax reform provisions, was signed into law in the United States. Key provisions of the bill include, but are not limited to, immediate expensing of R&E expenditures, restoration and expansion of 100% bonus depreciation and permanent reinstatement of the EBITDA limitation for the calculation of the 163(j) business interest expense deduction. Additionally, the bill extends and modifies certain international tax provisions of the 2017 Tax Cuts and Jobs Act that were set to expire at the end of 2025. The Company continues to evaluate the impact of the new legislation but does not expect the OBBBA to have a material impact on the Company’s consolidated financial statements. 26 Table of Contents Consolidated Results of Operations Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024 The table below sets forth certain consolidated operating data for the three months ended June 30 (dollars are in thousands): 2025 2024 $ Change % Change Revenues $ 171,956 $ 193,665 $ (21,709) (11.2)% Gross profit 19,529 20,459 (930) (4.5) Selling, general and administrative expenses 18,732 19,395 (663) (3.4) Other (income) expense 427 206 221 107.3 Interest expense 2,291 2,417 (126) (5.2) Loss on extinguishment of debt 460 — 460 NM 1 Provision for income taxes 1,725 (260) 1,985 NM 1 Net income (loss) from continuing operations (4,106) (1,299) (2,807) 216.1 1. Not meaningful Revenues . The decrease in consolidated revenues resulted from: • a $20.8 million, or 12.9%, decrease in OEM and other sales; • a $0.9 million, or 2.8%, decrease in aftermarket and OES sales. The decrease in revenues of 11.2% is due primarily to a softening in customer demand across Global Seating and Trim Systems & Components segments. Gross Profit . Included in gross profit is cost of revenues, which consists primarily of raw materials and purchased components for our products, wages and benefits for our employees and overhead expenses such as manufacturing supplies, facility rent and utilities costs related to our operations. The $0.9 million decrease in gross profit is primarily attributable to the impact of lower sales volumes. Cost of revenues decreased $20.8 million, or 12.0%, as a result of a decrease in raw material and purchased component costs of $13.1 million, or 12.7%, and a decrease in labor and overhead expenses of $7.7 million, or 11.0%. As a percentage of revenues, gross profit margin was 11.4% for the three months ended June 30, 2025 compared to 10.6% for the three months ended June 30, 2024. The three months ended June 30, 2025 results include charges of $1.1 million associated with restructuring programs, compared to $5.1 million for the three months ended June 30, 2024. Selling, General and Administrative Expenses . 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. SG&A expenses decreased $0.7 million compared to the three months ended June 30, 2024, primarily as a result of a decrease in incentive compensation expense. As a percentage of revenues, SG&A expense was 10.9% and 10.0% for the three months ended June 30, 2025 and 2024, respectively. Other (Income) Expense . Other expense increased $0.2 million in the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Interest Expense . Interest associated with our debt was relatively flat on a lower average debt balance, at $2.3 million and $2.4 million for the three months ended June 30, 2025 and 2024, respectively. Loss on extinguishment of debt. Loss on extinguishment of debt reflects the write-off of deferred financing fees related to early repayment of the prior revolver $0.5 million. Provision for Income Taxes. Income tax expense of $1.7 million and benefit of $0.3 million was recorded for the three months ended June 30, 2025 and 2024, respectively. The primary driver in the effective tax rate change is the company's losses in the U.S. while maintaining its full valuation allowance position on U.S. deferred tax assets. Net Income (Loss) from continuing operations. Net loss from continuing operations was $4.1 million for the three months ended June 30, 2025 compared to net loss of $1.3 million for the three months ended June 30, 2024. The decrease in net income is attributable to the factors noted above. 27 Table of Contents Segment Results Global Seating Segment Results Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024 The table below sets forth certain Global Seating Segment operating data for the three months ended June 30 (dollars are in thousands): 2025 2024 $ Change % Change Revenues $ 74,457 $ 82,404 $ (7,947) (9.6)% Gross profit 9,930 10,634 (704) (6.6) Selling, general & administrative expenses 7,219 8,534 (1,315) (15.4) Operating income 2,711 2,100 611 29.1 Revenues. The decrease in Global Seating Segment revenues of $7.9 million was primarily driven by decreased customer demand. Gross Profit. The decrease in 2025 gross profit of $0.7 million was primarily attributable to lower sales volumes. The decrease in cost of revenues was driven by a decrease in raw material and purchased component costs of $5.9 million, or 13.0%, and a decrease in labor and overhead expenses of $1.4 million, or 5.3%. As a percentage of revenues, gross profit margin was 13.3% for the three months ended June 30, 2025 compared to 12.9% for the three months ended June 30, 2024. Selling, General and Administrative Expenses . SG&A expenses decreased $1.3 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily as a result of reduced incentive compensation expense and headcount reduction. Global Electrical Systems Segment Results Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024 The table below sets forth certain Global Electrical Systems Segment operating data for the three months ended June 30 (dollars are in thousands): 2025 2024 $ Change % Change Revenues $ 53,585 $ 53,639 $ (54) (0.1)% Gross profit 5,911 3,984 1,927 48.4 Selling, general & administrative expenses 5,204 4,523 681 15.1 Operating income (loss) 707 (539) 1,246 NM 1 1. Not meaningful Revenues. Revenues in the Global Electrical Systems Segment were essentially flat compared to the three months ended June 30, 2024. Gross Profit. The increase in gross profit of $1.9 million was primarily attributable to lower start-up and restructuring costs. The cost of revenues decreased in line with the sales decrease of 0.1%, driven by a decrease in labor and overhead expenses of $2.4 million, or 9.9%; and an increase in raw material and purchased component costs of $0.5 million, or 1.9%. As a percentage of revenues, gross profit margin was 11.0% for the three months ended June 30, 2025 compared to 7.4% for the three months ended June 30, 2024. The increase in gross profit margin was primarily due to lower start-up and restructuring costs in the current year compared to the prior year, offset by lower sales volume. The three months ended June 30, 2025 results include charges of $0.5 million associated with the restructuring program, compared to $2.5 million for the three months ended June 30, 2024. 28 Table of Contents Selling, General and Administrative Expenses . SG&A expenses increased $0.7 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Trim Systems and Components Segment Results Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024 The table below sets forth certain Trim Systems and Components Segment operating data for the three months ended June 30 (dollars are in thousands): 2025 2024 $ Change % Change Revenues $ 43,914 $ 57,622 $ (13,708) (23.8)% Gross profit 3,688 5,950 (2,262) (38.0) Selling, general & administrative expenses 3,583 3,623 (40) (1.1) Operating income 105 2,327 (2,222) (95.5) Revenues. The decrease in Trim Systems and Components Segment revenues in 2025 of $13.7 million was primarily driven by decreased customer demand. Gross Profit. The decrease in gross profit of $2.3 million was primarily attributable to lower sales volumes. The decrease in cost of revenues was driven by a decrease in raw material and purchased component costs of $7.7 million, or 23.5%, and a decrease in labor and overhead expenses of $3.8 million, or 19.9%. As a percentage of revenues, gross profit margin was 8.4% for the three months ended June 30, 2025 compared to 10.3% for the three months ended June 30, 2024. The decrease in gross profit margin was primarily due to lower sales volumes. Selling, General and Administrative Expenses . SG&A expenses were relatively flat for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Consolidated Results of Operations Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024 The table below sets forth certain consolidated operating data for the six months ended June 30, (dollars are in thousands): 2025 2024 $ Change % Change Revenues $ 341,751 $ 388,291 $ (46,540) (12.0)% Gross profit 37,322 43,623 (6,301) (14.4) Selling, general and administrative expenses 35,117 38,050 (2,933) (7.7) Other (income) expense 355 418 (63) (15.1) Interest expense 4,794 4,603 191 4.1 Loss on extinguishment of debt 460 — 460 NM 1 Provision (benefit) for income taxes 3,841 405 3,436 NM 1 Net income (loss) from continuing operations (7,245) 147 (7,392) NM 1 1. Not meaningful Revenues . The decrease in consolidated revenues resulted from: • a $44.4 million, or 13.8%, decrease in OEM and other revenues; and • a $2.2 million, or 3.3%, decrease in aftermarket and OES sales. The decrease in revenues of $46.5 million is primarily driven by a softening in customer demand across all segments. 29 Table of Contents Gross Profit . The $6.3 million decrease in gross profit is primarily attributable to the impact of lower sales volumes. Cost of revenues decreased $40.2 million, or 11.7%, as a result of a decrease in raw material and purchased component costs of $23.4 million, or 11.5%, and a decrease in labor and overhead expenses of $16.8 million, or 11.9%. As a percentage of revenues, gross profit margin was 10.9% for the six months ended June 30, 2025 compared to 11.2% for the six months ended June 30, 2024. The six months ended June 30, 2025 results include charges of $1.6 million associated with the restructuring programs, compared to $5.1 million for the six months ended June 30, 2024 . Selling, General and Administrative Expenses . SG&A expenses decreased $2.9 million compared to the six months ended June 30, 2024, primarily as a result of a decrease in incentive compensation expense. As a percentage of revenues, SG&A expense was 10.3% for the six months ended June 30, 2025 compared to 9.8% for the six months ended June 30, 2024. The six months ended June 30, 2025 results include charges of $0.2 million associated with the restructuring programs, compared to $0.4 million for the six months ended June 30, 2024. Other (Income) Expense . Other Expenses decreased $0.1 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024. Interest Expense . Interest associated with our debt was $4.8 million and $4.6 million for the six months ended June 30, 2025 and 2024, respectively. The increase in interest expense primarily related to less benefit from the interest rate swap due to lower interest rates on variable rate debt during the current period. Loss on extinguishment of debt. Loss on extinguishment of debt reflects the write-off of deferred financing fees related to early repayment of the prior revolver of $0.5 million. Provision (benefit) for Income Taxes. Income tax expense of $3.8 million and $0.4 million were recorded for the six months ended June 30, 2025 and 2024, respectively. The primary driver in the effective tax rate change is the company's losses in the U.S. while maintaining its full valuation allowance position on U.S. deferred tax assets. Net Income (loss) from continuing operations. Net loss from continuing operations was $7.2 million for the six months ended June 30, 2025 compared to net income of $0.1 million for the six months ended June 30, 2024. The decrease in net income is attributable to the factors noted above. Segment Results Global Seating Segment Results Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024 The table below sets forth certain Global Seating Segment operating data for the six months ended June 30, (dollars are in thousands): 2025 2024 $ Change % Change Revenues $ 147,866 $ 163,201 $ (15,335) (9.4)% Gross profit 19,023 21,480 (2,457) (11.4) Selling, general & administrative expenses 13,608 16,585 (2,977) (17.9) Operating income 5,415 4,895 520 10.6 Revenues. The decrease in Global Seating Segment revenues of $15.3 million was primarily driven by decreased customer demand. Gross Profit. The decrease in gross profit of $2.5 million was primarily attributable to lower sales volume and increased freight costs. The decrease in cost of revenues was driven by a decrease in raw material and purchased component costs of $10.0 million, or 11.2%, and a decrease in labor and overhead expenses of $2.9 million, or 5.5%. As a percentage of revenues, gross profit margin was 12.9% for the six months ended June 30, 2025 compared to 13.2% for the six months ended June 30, 2024, driven by lower sales volume and increased freight costs. The six months ended June 30, 2025 results include charges of $0.4 million associated with the restructuring program, compared to $0.8 million for the six months ended June 30, 2024. 30 Table of Contents Selling, General and Administrative Expenses . SG&A expenses decreased $3.0 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily as a result of reduced incentive compensation expense and headcount reduction. Global Electrical Systems Segment Results Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024 The table below sets forth certain Global Electrical Systems Segment operating data for the six months ended June 30, (dollars are in thousands): 2025 2024 $ Change % Change Revenues $ 104,037 $ 112,365 $ (8,328) (7.4)% Gross profit 9,900 8,809 1,091 12.4 Selling, general & administrative expenses 9,511 8,905 606 6.8 Operating income (loss) 389 (96) 485 (505.2) Revenues. The decrease in Global Electrical Systems Segment revenues of $8.3 million was primarily driven by decreased customer demand. Gross Profit. The increase in gross profit of $1.1 million is primarily attributable to lower start-up and restructuring costs. The decrease in cost of revenues was driven by a decrease in raw material and purchased component costs of $1.8 million, or 3.6%, and a decrease in labor and overhead expenses of $7.6 million, or 14.5%. As a percentage of revenues, gross profit margin was 9.5% for the six months ended June 30, 2025 compared to 7.8% for the six months ended June 30, 2024. This was primarily due to lower start-up and restructuring costs. The six months ended June 30, 2025 results include charges of $1.0 million associated with the restructuring program, compared to $2.5 million for the six months ended June 30, 2024. Selling, General and Administrative Expenses . SG&A expenses increased $0.6 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. Trim Systems and Components Segment Results Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024 The table below sets forth certain Trim Systems and Components Segment operating data for the six months ended June 30, (dollars are in thousands): 2025 2024 $ Change % Change Revenues $ 89,848 $ 112,725 $ (22,877) (20.3)% Gross profit 8,399 13,550 (5,151) (38.0) Selling, general & administrative expenses 6,761 7,023 (262) (3.7) Operating income (loss) 1,638 6,527 (4,889) (74.9) Revenues. The decrease in Trim Systems and Components Segment revenues of $22.9 million was primarily driven by decreased customer demand. Gross Profit. The decrease in gross profit of $5.2 million is primarily attributable to lower sales volume and increased freight costs. The decrease in cost of revenues was driven by a decrease in raw material and purchased component costs of $11.6 million, or 18.3%; and a decrease in labor and overhead expenses of $6.2 million, or 17.0%. 31 Table of Contents As a percentage of revenues, gross profit margin was 9.3% for the six months ended June 30, 2025 compared to 12.0% for the six months ended June 30, 2024, driven by lower sales volume and increased freight costs. The six months ended June 30, 2025 results include charges of $0.2 million associated with the restructuring program, compared to $1.8 million for the six months ended June 30, 2024. Selling, General and Administrative Expenses . SG&A expenses decreased $0.3 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. Liquidity and Capital Resources Our primary sources of liquidity as of June 30, 2025 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. We also rely on the timely collection of receivables as a source of liquidity. As of June 30, 2025, we had outstanding letters of credit of $1.1 million and borrowing availability of $90.6 million from our U.S. and China credit facilities (subject to customary borrowing base and other conditions), in addition to $45.3 million of cash. As of June 30, 2025, cash of $30.7 million was held by foreign subsidiaries. The Company had a $0.1 million deferred tax liability as of June 30, 2025 for the expected future income tax implications of repatriating cash from the foreign subsidiaries for which indefinite reinvestment is not expected. Covenants and Liquidity Our ability to comply with the covenants in the Term Loan and ABL Revolving Credit Facility, as discussed in Note 4, Debt, may be affected by economic or business conditions beyond our control. Based on our current forecast, we believe that we will be able to maintain compliance with the financial maintenance covenants and the fixed charge coverage ratio covenant and other covenants in the Term Loan and ABL Revolving Credit Facility for the next twelve months; however, no assurances can be given that we will be able to comply. We base our forecasts on historical experience, industry forecasts and other assumptions that we believe are reasonable under the circumstances. If actual results are substantially different than our current forecast, we may not be able to comply with our financial covenants. Sources and Uses of Cash Six Months Ended June 30, 2025 2024 (In thousands) Net cash provided by operating activities $ 34,041 $ 10,232 Net cash used in investing activities (5,271) (8,066) Net cash provided by (used in) financing activities (12,219) 355 Effect of currency exchange rate changes on cash 2,109 (1,028) Net increase in cash $ 18,660 $ 1,493 Operating activities. For the six months ended June 30, 2025, net cash provided by operating activities was $34.0 million compared to net cash provided by operating activities of $10.2 million for the six months ended June 30, 2024. Net cash provided by operating activities is primarily attributable to a decrease in trade working capital and net loss for the six months ended June 30, 2025 as compared to a lesser decrease in trade working capital for the six months ended June 30, 2024. Investing activities. For the six months ended June 30, 2025, net cash used in investing activities was $5.3 million compared to $8.1 million for the six months ended June 30, 2024. The change was mainly due to less capital spending in the current year, combined with $3.2 million proceeds from the sale of the Company's FinishTEK business received during the first quarter of 2024 offsetting capital expenditures. In 2025, we expect capital expenditures to be in the range of $10 million to $15 million. Financing activities. For the six months ended June 30, 2025, net cash used in financing activities was $12.2 million compared to net cash provided by financing activities of $0.4 million for the six months ended June 30, 2024. Use of cash in financing activities during the six months ended June 30, 2025 was primarily attributable to the cost of refinancing our debt which totaled $6.1 million and the net reduction of our debt of $6.0 million. 32 Table of Contents Debt and Credit Facilities The debt and credit facilities descriptions in Note 4, Debt are incorporated in this section by reference. Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). For a comprehensive discussion of our significant accounting policies, see "Note 1. Significant Accounting Policies", to our consolidated financial statements in Item 8 in our 2024 Form 10-K. Critical accounting estimates are those that are most important to the portrayal of our financial condition and results. These estimates require management's most difficult, subjective, or complex judgments, often as a result of the need to estimate matters that are inherently uncertain. We review the development, selection, and disclosure of our critical accounting estimates with the Audit Com mittee of our board of directors. For information about critical accounting estimates, see Critical Accounting Estimates in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2024 Form 10-K. At June 30, 2025, there have been no material changes to our critical accounting estimates from those disclosed in our 2024 Form 10-K. Forward-Looking Statements This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. For this purpose, any statements contained herein that are not statements of historical fact, including without limitation, certain statements under “Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” and located elsewhere herein regarding industry outlook, the Company’s plans to improve financial results, the future of the Company’s end markets, changes in the Class 8 and Class 5-7 North America truck build rates, performance of the global construction and agricultural equipment business, the Company’s prospects in the wire harness and electric vehicle markets, the Company’s initiatives to address customer needs, organic growth, the Company’s strategic plans and plans to focus on certain segments, competition faced by the Company, volatility in and disruption to the global economic environment, including global supply chain constraints, inflation and labor shortages, tariffs and counter-measures, financial covenant compliance, anticipated effects of acquisitions, production of new products, plans for capital expenditures and our results of operations or financial position and liquidity, may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believe”, “anticipate”, “plan”, “expect”, “intend”, “will”, “should”, “could”, “would”, “project”, “continue”, “likely”, and similar expressions, as they relate to us, are intended to identify forward-looking statements. The important factors discussed in “Item 1A - Risk Factors”, among others, could cause actual results to differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time. Such forward-looking statements represent management’s current expectations and are inherently uncertain. Investors are warned that actual results may differ from management’s expectations. Additionally, various economic and competitive factors could cause actual results to differ materially from those discussed in such forward-looking statements, including, but not limited to, factors which are outside our control. Any forward-looking statement that we make in this report speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statement or to publicly announce the results of any revision to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.