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Item 1. Financial Statements

2025-11-10 compared with 2025-08-04 · 150 added, 122 removed, 766 unchanged (26% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

4 unchanged sentences

Selling, general and administrative expenses 17,104 17,481 52,222 55,531

Operating income 797 1,064 2,205 5,573

Operating income (loss) ( 1,061 ) ( 1,060 ) 1,143 4,513

Other (income) expense 1,004 ( 1,033 ) 1,358 ( 615 )

20 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

11 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(In thousands, except share and per share amounts)

38 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

(In thousands)

7 unchanged sentences

Non-cash (income) on derivative contracts ( 1,226 ) ( 716 )

Gain on sale of assets — ( 3,544 )

Loss on write-down of Industrial automation segment assets — 8,204

Loss on extinguishment of debt 460 —

Gain on sale of cab structures business — ( 28,597 )

Change in other operating items:

4 unchanged sentences

Other operating activities, net 9,752 ( 12,777 )

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

Net cash provided by (used in) operating activities 32,355 ( 6,835 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property, plant and equipment ( 7,089 ) ( 14,547 )

Proceeds from disposal/sale of property, plant and equipment 58 4,455

Proceeds from sale of business — 22,960

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

Net cash provided by (used in) investing activities ( 7,031 ) 12,868

CASH FLOWS FROM FINANCING ACTIVITIES:

Borrowings under Term Loan due 2030 95,000 —

Repayment of Term Loan due 2030 ( 238 ) —

Repayment of Prior Term Loan due 2027 ( 85,000 ) ( 26,563 )

2 unchanged sentences

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

Repayment under ABL revolving credit facility due 2030 ( 10,075 ) —

Borrowings under China credit facility 4,186 —

Surrender of shares to pay withholding taxes ( 101 ) ( 59 )

Debt extinguishment payments — —

Debt issuance and amendment costs ( 6,127 ) ( 217 )

Other financing activities ( 106 ) ( 88 )

Net cash provided by (used in) financing activities ( 12,219 ) 355

Net cash used in financing activities ( 22,661 ) ( 12,927 )

EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH 2,033 ( 69 )

NET INCREASE IN CASH 18,660 1,493

NET INCREASE (DECREASE) IN CASH 4,696 ( 6,963 )

Beginning of period 26,630 37,848

16 unchanged sentences

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 )

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

Net loss from discontinued operation for the period — — — — ( 302 ) — ( 302 )

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

Balance - June 30, 2024 33,443,964 $ 334 $ ( 16,170 ) $ 267,230 $ ( 44,846 ) $ ( 36,941 ) $ 169,607

Share-based compensation expense 50,519 1 ( 39 ) 965 — — 927

Net loss from continuing operations for the period — — — — ( 883 ) — ( 883 )

Net income from discontinued operation for the period — — — — 10,397 — 10,397

Other comprehensive loss — — — — — ( 783 ) ( 783 )

Balance - September 30, 2024 33,494,483 $ 335 $ ( 16,209 ) $ 268,195 $ ( 35,332 ) $ ( 37,724 ) $ 179,265

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

5 unchanged sentences

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

Stock warrants issued in connection with debt - Note 12 — — — — — — —

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

Other comprehensive income — — — — — 9,768 9,768

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

Share-based compensation expense 77,990 1 ( 91 ) 1,037 — — 947

Net loss from continuing operations for the period — — — — ( 6,820 ) — ( 6,820 )

Net loss from discontinued operation for the period — — — — ( 260 ) — ( 260 )

Other comprehensive income — — — — — 25 25

Balance - September 30, 2025 33,960,838 $ 340 $ ( 16,570 ) $ 271,905 $ ( 90,204 ) $ ( 28,944 ) $ 136,527

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

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Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.

These condensed notes to unaudited quarterly consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Form 10-K"), which includes a complete set of footnote disclosures, including the Company's significant accounting policies.

These financial statements have been prepared on a basis that is substantially consistent with the accounting principles applied in our Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Form 10-K"), and in our current Report on Form 8-K dated August 7, 2025, wherein we retrospectively recast historical segment reporting to reflect our current organizational structure (the "Recast Segment Information").

This report should be read in conjunction with our 2024 Form 10-K and the Recast Segment Information.

In our opinion, these financial statements include all normal and recurring adjustments necessary for a fair presentation.

Recently Issued Accounting Pronouncements

1 unchanged sentence

2023-09, Improvements to Income Tax Disclosures (Topic 740).

The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information

on income taxes paid.

The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid.

The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024.

12 unchanged sentences

Revenue Recognition

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 had outstanding customer accounts receivable, net of allowances, of $ 90.6 million as of September 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 June 30, 2025

Three Months Ended September 30, 2025

Global Seating Global Electrical Systems Trim Systems and Components Total

4 unchanged sentences

Total $ 68,707 $ 49,491 $ 34,291 $ 152,489

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Global Seating Global Electrical Systems Trim Systems and Components Total

4 unchanged sentences

Total $ 76,643 $ 46,714 $ 48,415 $ 171,772

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Global Seating Global Electrical Systems Trim Systems and Components Total

4 unchanged sentences

Total $ 216,574 $ 153,527 $ 124,139 $ 494,240

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Global Seating Global Electrical Systems Trim Systems and Components Total

5 unchanged sentences

Debt consisted of the following:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Term Loan due 2030 $ 94,762 $ —

2 unchanged sentences

Prior Revolver due 2027 — 50,500

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

Unamortized value of warrants ( 2,503 ) —

Unamortized debt discount and issuance costs ( 4,276 ) —

12 unchanged sentences

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.

The interest rate was 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.

The base rate margin was initially 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

26 unchanged sentences

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

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

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

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

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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 ABL Revolving Credit Facility is comprised 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.

4 unchanged sentences

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.

The interest rate was initially set at SOFR plus 1.75 %.

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

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

21 unchanged sentences

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.

We were in compliance with these covenants as of September 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;

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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 September 30, 2025, we had $ 20.2 million of borrowings under the ABL Revolving Credit Facility, outstanding letters of credit of $ 1.1 million and availability of $ 93.7 million (subject to customary borrowing base and other conditions).

Combined with availability under our China Credit Facility (described below) of approximately $ 2.8 million, total consolidated availability was $ 96.5 million at September 30, 2025.

The unamortized deferred financing fees associated with the ABL Revolving Credit Facility of $ 1.9 million and $ 0.8 million as of September 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.

2 unchanged sentences

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).

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

2 unchanged sentences

(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).

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

Repayment and prepayment

9 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 $ 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.

We had $ 4.2 million outstanding borrowings under the China Credit Facility as of September 30, 2025 and no outstanding borrowings as of December 31, 2024.

At September 30, 2025, we had $ 2.8 million of availability under the China Credit Facility.

Cash Paid for Interest

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

For the nine months ended September 30, 2025 and 2024, cash payments for interest were $ 9.5 million and $ 9.0 million, respectively.

Intangible Assets

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Amount Accumulated

5 unchanged sentences

$ 11,960 $ ( 8,468 ) $ 3,492 $ 13,409 $ ( 9,491 ) $ 3,918

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.

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

The aggregate intangible asset amortization expense was $ 0.4 million and $ 0.5 million for the nine months ended September 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 June 30, 2025, hedge contracts for transactions denominated in Czech Crown were not designated as a hedging instruments;

As of September 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.

12 unchanged sentences

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.

As of September 30, 2025 the warrants were valued at $ 2.9 million using the Binomial Lattice Model and were recorded in Other long-term liabilities on the Condensed Consolidated Balance Sheets with the offsetting gains and losses recognized in other (income) expense in the Condensed Consolidated Statements of Operations.

Losses for the three and nine months ended September 30, 2025 were $ 0.3 million.

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

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

6 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Equivalent U.S.

7 unchanged sentences

Location Fair Value

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Foreign exchange contract designated as hedging instruments Other current assets $ 2,419 $ —

4 unchanged sentences

Location Fair Value

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

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

4 unchanged sentences

Location Fair Value

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Foreign exchange contracts designated as hedging instruments Accumulated other comprehensive income (loss) $ 2,773 $ ( 2,119 )

1 unchanged sentence

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,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

4 unchanged sentences

Foreign exchange contracts designated as hedging instruments Cost of revenues $ 1,066 $ ( 1,236 ) $ ( 1,543 ) $ ( 634 )

Interest rate swap agreement settled in 2025 Interest expense $ — $ 403 $ 127 $ 819

Interest rate swap agreement settled in 2022 Interest expense $ 451 $ 188 $ 681 $ 377

Settled interest rate swap agreements Interest expense $ 379 $ 597 $ 1,187 $ 1,793

Foreign exchange contracts not designated as hedging instruments Other (income) expense $ 27 $ 52 $ 166 $ 150

3 unchanged sentences

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

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.

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

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:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Amount Fair Value Carrying

5 unchanged sentences

Revolving credit facility $ 20,225 $ 20,225 $ 50,500 $ 50,500

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.

Presented in the Condensed Consolidated Balance Sheets as the current portion of long-term debt of $ 0.9 million and long-term debt of $ 87.0 million as of September 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

6 unchanged sentences

Supplemental balance sheet information related to leases is as follows:

Balance Sheet Location June 30, 2025 December 31, 2024

Balance Sheet Location September 30, 2025 December 31, 2024

Operating Leases

8 unchanged sentences

Total finance lease liabilities $ 220 $ 94

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

Cash payments on operating leases were $ 8.7 million and $ 7.3 million for the nine months ended September 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:

9 unchanged sentences

Present value of lease liabilities $ 34,392 $ 220 $ 34,612

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.

We recorded a $ 0.7 million tax provision, or ( 11 )% effective tax rate for the three months ended September 30, 2025, and $ 4.5 million tax provision, or ( 47 )% effective tax rate for the nine months ended September 30, 2025 , compared to a $ 1.5 million tax benefit, or 63 % effective tax rate for the three months ended September 30, 2024, and 1.1 million tax benefit, or 60 % effective tax rate for the nine months ended September 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.

3 unchanged sentences

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 and six months ended June 30, 2025.

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.

For the nine months ended September 30, 2025 and 2024, cash paid for taxes, net of refunds received, were $ 2.6 million and $ 6.4 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 June 30,

Three Months Ended September 30,

Interest cost $ 403 $ 366

3 unchanged sentences

Net cost $ 296 $ 256

Six months ended June 30,

Nine Months Ended September 30,

Interest cost $ 1,192 $ 1,062

5 unchanged sentences

Performance Awards

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

The Company has 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.

2 unchanged sentences

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.

2025 Performance Stock Awards Settled in Cash – Performance-based stock award settled in cash 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.

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Adjustments ( 2,372 )

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.

Adjusted Award Value at September 30, 2025 $ 1,238

Unrecognized compensation expense was $ 2.2 million and $ 0.9 million as of September 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 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.

As of September 30, 2025, there was approximately $ 4.4 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.

1 unchanged sentence

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:

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

(in thousands) Weighted-

3 unchanged sentences

Forfeited ( 405 ) 2.28

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.

Unvested - September 30, 2025 2,637 $ 2.16

As of September 30, 2025, a total of 0.3 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, 33,882,848 and 33,694,396 shares were issued and outstanding as of June 30, 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 June 30, 2025 and December 31, 2024.

of which, 33,960,838 and 33,694,396 shares were issued and outstanding as of September 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.

1 unchanged sentence

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

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,

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

9 unchanged sentences

Diluted earnings (loss) per share from discontinued operations $ ( 0.01 ) $ 0.31 $ ( 0.06 ) $ 0.35

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.

There were no outstanding restricted shares awarded that were excluded from the calculation of diluted earnings (loss) per share for the three months ended September 30, 2025 and 733 thousand outstanding restricted shares awarded were excluded from the calculation of diluted earnings (loss) per share for the three months ended September 30, 2024.

There were no outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the nine months ended September 30, 2025 and 409 thousand outstanding restricted shares awarded that were excluded from the calculation of diluted earnings per share for the nine months ended September 30, 2024.

Other Comprehensive Income (Loss)

8 unchanged sentences

Amounts reclassified into earnings — 108 356 464

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

Balance - September 30, 2025 $ ( 22,151 ) $ ( 11,343 ) $ 4,550 $ ( 28,944 )

currency translation adjustment Pension and

6 unchanged sentences

Amounts reclassified into earnings — 324 ( 1,159 ) ( 835 )

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

Balance - September 30, 2024 $ ( 24,384 ) $ ( 12,578 ) $ ( 762 ) $ ( 37,724 )

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

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

Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025

Amount Tax Expense After Tax Amount Before Tax

10 unchanged sentences

Total other comprehensive income (loss) $ 25 $ — $ 25 $ 15,203 $ ( 804 ) $ 14,399

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

Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024

Amount Tax Expense After Tax

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Total other comprehensive income (loss) $ ( 2,066 ) $ 1,283 $ ( 783 ) $ ( 9,284 ) $ 1,844 $ ( 7,440 )

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.

As of September 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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June 30, 2025 $ — $ — $ — $ 225 $ 225

New charges 1,534 $ 549 $ 620 — 2,703

Payments and other adjustments ( 1,534 ) $ ( 549 ) $ ( 620 ) ( 97 ) ( 2,800 )

September 30, 2025 $ — $ — $ — $ 128 $ 128

Global Seating Global Electrical Systems Trim Systems and Components Corporate/

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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 .

New charges 778 1,275 2,164 — 4,217

Payments and other adjustments ( 902 ) ( 1,275 ) ( 2,164 ) ( 81 ) ( 4,422 )

September 30, 2024 $ — $ — $ — $ 429 $ 429

Of the $ 2.7 million costs incurred in the three months ended September 30, 2025 for restructuring, $ 2.2 million related to headcount reductions and $ 0.5 million related to facility exit and other costs.

Of the $ 2.7 million costs incurred, $ 2.4 million were recorded in cost of revenue and $ 0.3 million were recorded in selling, general and administrative expenses.

Of the $ 4.5 million costs incurred in the nine months ended September 30, 2025 for restructuring, $ 4.1 million related to headcount reductions and $ 0.5 million related to facility exit and other costs.

Of the $ 4.5 million costs incurred, $ 4.0 million were recorded in cost of revenues and $ 0.5 million were recorded in selling, general and administrative expenses.

Of the $ 4.2 million costs incurred in the three months ended September 30, 2024 for restructuring, $ 2.8 million related to headcount reductions and $ 1.4 million related to facility exit and other costs.

Of the $ 4.2 million costs incurred, $ 3.5 million were recorded in cost of revenues and $ 0.7 million were recorded in selling, general and administrative expenses.

Of the $ 9.8 million costs incurred in the nine months ended September 30, 2024 for restructuring, $ 7.7 million related to headcount reductions and $ 2.1 million related to facility exit and other costs.

Of the $ 9.8 million costs incurred, $ 8.6 million were recorded in cost of revenue and $ 1.2 million were recorded in selling, general and administrative expenses.

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

addition to annual rental fees.

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

As of September 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 June 30, 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 September 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.

On October 6, 2025, one of our customers issued a safety recall related to certain truck cabs produced in our cab manufacturing facility, such facility was sold during 2024 and reported as discontinued operations.

To the extent a loss occurs that is attributed to us, we believe that we have reasonable levels of insurance coverage to mitigate recall exposure risk.

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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 six months ended June 30, 2025:

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

Balance - December 31, 2024 $ 1,207

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Deduction for payments made and other adjustments ( 1,134 )

Balance - June 30, 2025 $ 1,521

Balance - September 30, 2025 $ 1,561

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.

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

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Global Seating Global Electrical Systems Trim Systems and Components Total

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Interest expense 4,068

Loss on early extinguishment of debt 460

Loss before provision for income taxes $ ( 6,133 )

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Global Seating Global Electrical Systems Trim Systems and Components Total

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Loss before provision for income taxes $ ( 2,398 )

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Global Seating Global Electrical Systems Trim Systems and Components Total

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Loss on early extinguishment of debt 460

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

Six Months Ended June 30, 2024

Loss before provision for income taxes

Nine Months Ended September 30, 2024

Global Seating Global Electrical Systems Trim Systems and Components Total

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Interest expense 6,974

Income before provision for income taxes $ 552

Loss before provision for income taxes

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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Finally, interest expense, income taxes, and certain other items included in Other (income) expense, which are managed on a consolidated basis, are not allocated to the operating segments.

For the three and nine months ended September 30, 2024, a $ 3.5 million gain on the sale of a building was previously reported on a full year basis in the Recast Segment Information in the selling, general and administrative expenses of the Global Seating segment and has been reclassified to the Trim Systems and Components segment herein.

The reclassification is immaterial to the Company's consolidated financial statements and had no effect on the consolidated balance sheet, statement of operations or statement of cash flows as previously reported.

Other Financial Information

Items reported in inventories consisted of the following:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Raw materials $ 90,929 $ 98,677

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Land and buildings $ 30,275 $ 26,613

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Compensation and benefits $ 18,892 $ 12,542

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On October 30, 2024, the Company entered into a purchase agreement to sell its First Source Electronics (FSE) business with operations in Elkridge, Maryland for approximately $ 1.5 million, with a note in the amount of $ 0.5 million and earn out potential of an additional $ 1.5 million subject to certain criteria.

The Elkridge facility was the primary manufacturing facility of the Company's Industrial Automation segment.

The Elkridge facility was the primary manufacturing facility of

the Company's Industrial Automation segment.

The decision to divest this business was part of our strategy to continually evaluate our portfolio of businesses and product lines for strategic fit and continued investment.

We determined that the sale of the cab structures and Industrial Automation businesses represent discontinued operations as they constitute disposals of a product line and an operating segment, respectively, and are a strategic shift that will have a major effect on our operations and financial results (individually and collectively).

As a result, we reclassified the related earnings (loss) from continuing operations to earnings (loss) from discontinued operations - net of income taxes on the consolidated

statement of earnings (loss) for all the periods presented.

As a result, we reclassified the related earnings (loss) from continuing operations to earnings (loss) from discontinued operations - net of income taxes on the consolidated statement of earnings (loss) for all the periods presented.

No amounts for shared general and administrative operating support expense were allocated to the discontinued operation.

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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 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,

The Company recognized $ 0.4 million of income related to the transition services agreement for the nine months ended September 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 nine months ended September 30, 2025 and 2024.

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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Total income (loss) from discontinued operations, net of tax $ ( 260 ) $ 10,397 $ ( 2,088 ) $ 11,588

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 six months ended June 30, 2025 and 2024.

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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Operating income (loss) — ( 8,832 ) ( 1,535 ) ( 4,180 )

Other (income) expense 85 — 85 —

Income (loss) before provision for income taxes ( 85 ) ( 8,832 ) ( 1,620 ) ( 4,180 )

Provision (benefit) for income taxes of discontinued operations — ( 425 ) — 714

Earnings (loss) from discontinued operations - before gain on sale of discontinued operations ( 85 ) ( 8,407 ) ( 1,620 ) ( 4,894 )

Gain on disposition of discontinued operations, net of income taxes — 27,221 — 27,221

Net income (loss) from discontinued operations, net of income taxes $ ( 85 ) $ 18,814 $ ( 1,620 ) $ 22,327

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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Provision (benefit) for income taxes of discontinued operations — ( 38 ) — ( 746 )

Earnings (loss) from discontinued operations - before gain on sale of discontinued operations ( 175 ) ( 608 ) ( 468 ) ( 2,930 )

Loss on disposition of discontinued operations, net of income taxes — ( 7,809 ) — ( 7,809 )

Net income (loss) from discontinued operations, net of income taxes $ ( 175 ) $ ( 8,417 ) $ ( 468 ) $ ( 10,739 )

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,

Total net income (loss) from discontinued operations, net of income taxes $ ( 260 ) $ 10,397 $ ( 2,088 ) $ 11,588

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

Nine Months Ended September 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