What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-05 compared with 2025-11-10 · 89 added, 169 removed, 112 unchanged (70% of the section changed)

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 nine months ended September 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 2025 Form 10-K.

7 unchanged sentences

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 credit 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 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 challenging external factors which create uncertainty and volatility in our end markets, including, but not limited to, geopolitical dynamics, new tariff actions and responses, tax regulation and fluctuating foreign exchange rates.

We expect the Company’s cost of goods sold will continue to be impacted by tariffs which increase the price of goods purchased and sold to customers.

The Company expects to continue to pass on the costs of tariffs to its customers, although there is significant uncertainty as to our ability to recover these costs from our customers.

Geopolitical uncertainties will continue to create a challenging operating environment.

On March 27, 2026, the Company entered into a Purchase and Sale Agreement (the “Purchase Agreement”), pursuant to which the parties agreed to consummate a sale and leaseback transaction (the “Sale and Leaseback Transaction”).

Under the terms of the Purchase Agreement, CVG agreed to sell that certain property located in Vonore, Tennessee (the “Vonore Property”) for a purchase price of $16 million.

The Company completed the sale of the Vonore Property on March 27, 2026, and entered into a long-term lease, pursuant to which the Company will lease the Vonore Property at an initial annual base rent of approximately $1.4 million for the first year and annual increases of 3.5% thereafter.

The lease will be for a twenty-year term.

The closing of the sale of the Vonore Property provided the Company with net proceeds (after tax and transaction-related costs) of approximately $14.6 million.

The Company used the net proceeds from the Sale and Leaseback Transaction to prepay a portion of its existing term loan facility, thereby reducing the Company’s leverage profile.

We are navigating through several challenging external factors which create uncertainty and volatility in our end markets, including, but not limited to, geopolitical dynamics, new and changing tariff actions and responses, tax regulation and fluctuating foreign exchange rates.

We expect the Company’s cost of goods sold will continue to be impacted by tariffs which increase the price of materials purchased and products sold to customers.

In the past, we have negotiated with our customers in an attempt to pass on a portion of the increased costs resulting from the tariffs to our customers, although there is significant uncertainty as to our ability to pass these costs, or a portion of these costs, along to our customers.

Geopolitical uncertainties may 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.

In addition, lower courts and administrative processes will need to provide guidance with respect to refund-related questions with respect to the IEEPA tariffs paid prior to the recent U.S.

Supreme Court decision.

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.

Key provisions of the bill include, but are not limited to, immediate expensing of R&D expenditures, restoration and expansion of 100% bonus depreciation and permanent reinstatement of the EBITDA limitation for the calculation of the Section 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 or results of operations.

The tax provisions in OBBBA did not have a material impact on the Company’s consolidated financial statements or results of operations.

Consolidated Results of Operations

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

The table below sets forth certain consolidated operating data for the three months ended September 30 (dollars are in thousands):

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

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

2026 2025 $ Change % Change

2 unchanged sentences

Selling, general and administrative expenses 19,059 16,385 2,674 16.3

Gain on sale of assets (13,957) — (13,957) NM 1

Other (income) expense 886 (72) 958 NM 1

Warrant expense 4,978 — 4,978 NM 1

Loss on extinguishment of debt 1,958 — 1,958 NM 1

Interest expense 4,095 2,503 1,592 63.6

Provision for income taxes 687 (1,515) 2,202 NM 1

Provision for income taxes 1,894 2,116 (222) (10.5)

Net income (loss) from continuing operations

1 unchanged sentence

Not meaningful

The decrease in consolidated revenues resulted from:

• a $16.7 million, or 11.9%, decrease in OEM and other sales;

The increase in consolidated revenues resulted from:

• a $2.1 million, or 1.5%, increase in OEM and other sales;

• a $0.4 million, or 1.1%, decrease in aftermarket and OES sales.

The decrease in revenues of 11.2% is due primarily to a softening in customer demand in North America.

The increase in revenues of 1.0% is primarily driven by 14% growth in our Global Electrical Systems segment, offset by softer customer demand in the Global Seats and Trim Systems & Components segments particularly in the North America heavy truck market.

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 $0.4 million decrease in gross profit is primarily attributable to the impact of lower sales volumes.

Cost of revenues decreased $18.9 million, or 12.2%, as a result of a decrease in raw material and purchased component costs of $13.4 million, or 15.1%, and a decrease in labor and overhead expenses of $5.5 million, or 8.2%.

As a percentage of revenues, gross profit margin was 10.5% for the three months ended September 30, 2025 compared to 9.6% for the three months ended September 30, 2024.

The three months ended September 30, 2025 results include charges of $2.4 million associated with restructuring programs, compared to $3.5 million for the three months ended September 30, 2024.

The $2.0 million increase in gross profit is primarily attributable to the impact of increased sales volumes and operational efficiency improvements.

Cost of revenues decreased $0.3 million, or 0.2%, as a result of a decrease in raw material and purchased component costs of $0.7 million, or 0.8%, and a increase in labor and overhead expenses of $0.4 million, or 0.7%.

As a percentage of revenues, gross profit margin was 11.6% for the three months ended March 31, 2026 compared to 10.5% for the three months ended March 31, 2025.

The three months ended March 31, 2026 results include charges of $1.2 million associated with restructuring programs, compared to $0.5 million for the three months ended March 31, 2025.

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 $0.4 million compared to the three months ended September 30, 2024, primarily as a result of a decrease in incentive compensation expense and restructuring charges;

offset by a $3.5 million gain on the sale of a building included in the prior year period.

As a percentage of revenues, SG&A expense was 11.2% and 10.2% for the three months ended September 30, 2025 and 2024, respectively.

SG&A expenses increased $2.7 million compared to the three months ended March 31, 2025, primarily as a result of increased incentive compensation expense.

As a percentage of revenues, SG&A expense was 11.1% and 9.6% for the three months ended March 31, 2026 and 2025, respectively.

Gain on sale of assets .

During the three months ended March 31, 2026, the Company recognized a gain of $13.7 million related to the Sale and Leaseback Transaction.

Other (Income) Expense .

Other expense increased $2.0 million in the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily related to fees we received under the transition services agreement of $2.0 million recognized during the three months ended September 30, 2024.

Other expense increased $1.0 million in the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily related to unfavorable change in foreign currency.

Warrant expense.

Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the outstanding warrants issued in connection with entering into the Term Loan due 2030.

The change in fair value of the outstanding warrants liability during three months ended March 31, 2026 was 5.0 million.

The change in fair value of stock warrants was the result of changes in market prices and other observable inputs deriving the value of the financial instruments.

Loss on extinguishment of debt .

The loss recognized from the extinguishment of debt includes a non-cash expense of $0.9 million for the write-off of deferred financing costs, as well as a prepayment premium and make-whole interest totaling $1.0 million, both of which are associated with the repayment of the Term Loan following the Sale and Leaseback transaction.

Interest Expense .

Interest associated with our debt increased $1.7 million, at $4.1 million and $2.4 million for the three months ended September 30, 2025 and 2024, respectively.

The increase in interest expense was primarily attributed to higher weighted average margins on debt balances.

Interest associated with our debt increased $1.6 million in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

The increase in interest expense was primarily attributed to higher interest rates from our refinancing completed during the second quarter of 2025.

Provision for Income Taxes.

Income tax expense of $0.7 million and benefit of $1.5 million was recorded for the three months ended September 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.

Income tax expense of $1.9 million and $2.1 million were recorded for the three months ended March 31, 2026 and 2025, respectively.

The primary driver in the tax expense was the Company's mix of profitable foreign operations and losses in the US 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 $6.8 million for the three months ended September 30, 2025 compared to net loss of $0.9 million for the three months ended September 30, 2024.

The decrease in net income is attributable to the factors noted above.

Net income from continuing operations was $0.9 million for the three months ended March 31, 2026 compared to net loss of $3.1 million for the three months ended March 31, 2025.

The increase in net income is attributable to the factors noted above.

Segment Results

Global Seating Segment Results

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

The table below sets forth certain Global Seating Segment operating data for the three months ended September 30 (dollars are in thousands):

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

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

2026 2025 $ Change % Change

2 unchanged sentences

Selling, general & administrative expenses 7,366 6,378 988 15.5

Operating income 1,408 (1,540) 2,948 NM 1

The decrease in Global Seating Segment revenues of $7.9 million was primarily driven by lower sales volume as a result of softening customer demand in North America.

Gain on sale of assets (13,716) — (13,716) NM 1

Operating income 16,782 2,713 14,069 518.6

Not meaningful

The increase in Global Seating Segment revenues of $1.1 million primarily resulted from higher international volumes, offset by decreased customer demand in North America.

Gross Profit.

The increase in 2025 gross profit of $0.8 million was primarily attributable to lower freight costs and improved operational efficiency.

The decrease in cost of revenues was driven by a decrease in raw material and purchased component costs of $8.3 million, or 19.9%, and a decrease in labor and overhead expenses of $0.3 million, or 1.2%.

As a percentage of revenues, gross profit margin was 12.4% for the three months ended September 30, 2025 compared to 10.1% for the three months ended September 30, 2024.

The three months ended September 30, 2025 results include charges of $1.3 million associated with restructuring programs, compared to $0.8 million for the three months ended September 30, 2024.

The increase in 2026 gross profit of $1.3 million was primarily due to the impact of increased sales volumes and operational efficiency improvements.

The decrease in cost of revenues was driven by a decrease in raw material and purchased component costs of $0.9 million, or 2.4%, and a increase in labor and overhead expenses of $0.7 million, or 2.8%.

As a percentage of revenues, gross profit margin was 14.0% for the three months ended March 31, 2026 compared to 12.4% for the three months ended March 31, 2025.

The three months ended March 31, 2026 results include charges of $0.5 million associated with restructuring programs, compared to zero for the three months ended March 31, 2025.

Selling, General and Administrative Expenses .

SG&A expenses decreased $2.2 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily as a result of reduced incentive compensation expense and headcount reduction.

SG&A expenses increased $1.0 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily as a result of increased incentive compensation expense.

Gain on sale of assets .

During the three months ended March 31, 2025, the Company recognized a gain of $13.7 million related to the Sale and Leaseback Transaction.

Global Electrical Systems Segment Results

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

The table below sets forth certain Global Electrical Systems Segment operating data for the three months ended September 30 (dollars are in thousands):

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

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

2026 2025 $ Change % Change

2 unchanged sentences

Selling, general & administrative expenses 5,784 4,306 1,478 34.3

Operating income 838 (1,475) 2,313 NM 1

Operating income (15) (316) 301 (95.3)

The increase in Global Electrical Systems Segment revenues of $7.0 million was primarily as a result of new business wins.

1 unchanged sentence

The increase in gross profit of $1.8 million was primarily attributable to volume and mix.

The increase in cost of revenues was driven by an increase in raw material and purchased component costs of $1.5 million, or 7.1%, and a decrease in labor and overhead expenses of $1.1 million, or 5.0%.

As a percentage of revenues, gross profit margin was 10.8% for the three months ended September 30, 2025 compared to 6.4% for the three months ended September 30, 2024.

The increase in cost of revenues was driven by an increase in raw material and purchased component costs of $4.1 million, or 17.1%, and an increase in labor and overhead expenses of $1.1 million, or 4.9%.

As a percentage of revenues, gross profit margin was 10.0% for the three months ended March 31, 2026 compared to 7.9% for the three months ended March 31, 2025.

The increase in gross profit margin was primarily due to mix and improved operational efficiency.

The three months ended September 30, 2025 results include charges of $0.4 million associated with restructuring programs, compared to $1.3 million for the three months ended September 30, 2024.

The three months ended March 31, 2026 results include charges of $0.5 million associated with restructuring programs, compared to $0.5 million for the three months ended March 31, 2025.

Selling, General and Administrative Expenses .

SG&A expenses were relatively flat for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

SG&A expenses increased $1.5 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily as a result of increased incentive compensation expense.

Trim Systems and Components Segment Results

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

The table below sets forth certain Trim Systems and Components Segment operating data for the three months ended September 30 (dollars are in thousands):

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

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

2026 2025 $ Change % Change

9 unchanged sentences

and a decrease in raw material and purchased component costs of $3.9 million, or 14.8%.

As a percentage of revenues, gross profit margin was 6.4% for the three months ended September 30, 2025 compared to 11.8% for the three months ended September 30, 2024.

As a percentage of revenues, gross profit margin was 9.1% for the three months ended March 31, 2026 compared to 10.3% for the three months ended March 31, 2025.

The decrease in gross profit margin was primarily due to lower sales volume.

The three months ended September 30, 2025 results include charges of $0.6 million associated with restructuring programs, compared to $1.5 million for the three months ended September 30, 2024.

Selling, General and Administrative Expenses .

SG&A expenses increased $2.9 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily as a result of the gain on the sale of a building of $3.5 million in the prior year period.

Consolidated Results of Operations

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

The table below sets forth certain consolidated operating data for the nine months ended September 30, (dollars are in thousands):

2025 2024 $ Change % Change

Revenues $ 494,240 $ 560,063 $ (65,823) (11.8)%

Gross profit 53,365 60,044 (6,679) (11.1)

Selling, general and administrative expenses 52,222 55,531 (3,309) (6.0)

Other (income) expense 1,358 (615) 1,973 NM 1

Interest expense 8,862 6,974 1,888 27.1

Loss on extinguishment of debt 460 — 460 NM 1

Provision (benefit) for income taxes 4,527 (1,110) 5,637 NM 1

Net income (loss) from continuing operations

(14,064) (736) (13,328) 1,810.9

Not meaningful

The decrease in consolidated revenues resulted from:

• a $61.0 million, or 13.2%, decrease in OEM and other revenues;

• a $4.8 million, or 4.9%, decrease in aftermarket and OES sales.

The decrease in revenues of $65.8 million was primarily driven by a softening in customer demand across all segments.

Gross Profit .

The $6.7 million decrease in gross profit is primarily attributable to the impact of lower sales volumes.

Cost of revenues decreased $59.1 million, or 11.8%, as a result of a decrease in raw material and purchased component costs of $36.8 million, or 12.6%, and a decrease in labor and overhead expenses of $22.3 million, or 10.7%.

As a percentage of revenues, gross profit margin was 10.8% for the nine months ended September 30, 2025 compared to 10.7% for the nine months ended September 30, 2024.

The nine months ended September 30, 2025 results include charges of $4.0 million associated with restructuring programs, compared to $8.6 million for the nine months ended September 30, 2024 .

Selling, General and Administrative Expenses .

SG&A expenses decreased $3.3 million compared to the nine months ended September 30, 2024, primarily as a result of a decrease in incentive compensation expense.

As a percentage of revenues, SG&A expense was 10.6% for the nine months ended September 30, 2025 compared to 9.9% for the nine months ended September 30, 2024.

The nine months ended September 30, 2025 results include charges of $0.5 million associated with the restructuring programs, compared to $1.1 million for the nine months ended September 30, 2024.

Other (Income) Expense .

Other income decreased $2.0 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily related to fees we received under the transition services agreement of $2.0 million recognized during the three months ended September 30, 2024.

Interest Expense .

Interest associated with our debt was $8.9 million and $7.0 million for the nine months ended September 30, 2025 and 2024, respectively.

The increase in interest expense was primarily attributed to higher weighted average margins on debt balances, partially offset by the impact of lower average debt balances in the nine months ended September 30 2025.

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 $4.5 million and benefit of $1.1 million were recorded for the nine months ended September 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 $14.1 million for the nine months ended September 30, 2025 compared to net loss of $0.7 million for the nine months ended September 30, 2024.

The decrease is attributable to the factors noted above.

Segment Results

Global Seating Segment Results

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

The table below sets forth certain Global Seating Segment operating data for the nine months ended September 30, (dollars are in thousands):

2025 2024 $ Change % Change

Revenues $ 216,574 $ 239,844 $ (23,270) (9.7)%

Gross profit 27,537 28,983 (1,446) (5.0)

Selling, general & administrative expenses 21,092 25,628 (4,536) (17.7)

Operating income 6,445 3,355 3,090 92.1

The decrease in Global Seating Segment revenues of $23.3 million was primarily driven by decreased customer demand in North America.

Gross Profit.

The decrease in gross profit of $1.4 million was primarily attributable to lower freight costs and improved operational efficiency.

The decrease in cost of revenues was driven by a decrease in raw material and purchased component costs of $18.3 million, or 14.0%, and a decrease in labor and overhead expenses of $3.2 million, or 4.0%.

As a percentage of revenues, gross profit margin was 12.7% for the nine months ended September 30, 2025 compared to 12.1% for the nine months ended September 30, 2024.

The nine months ended September 30, 2025 results include charges of $1.7 million associated with restructuring programs, compared to $1.6 million for the nine months ended September 30, 2024.

Selling, General and Administrative Expenses .

SG&A expenses decreased $4.5 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily as a result of reduced incentive compensation expense and headcount reduction.

Global Electrical Systems Segment Results

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

The table below sets forth certain Global Electrical Systems Segment operating data for the nine months ended September 30, (dollars are in thousands):

2025 2024 $ Change % Change

Revenues $ 153,527 $ 159,079 $ (5,552) (3.5)%

Gross profit 15,222 11,802 3,420 29.0

Selling, general & administrative expenses 14,260 13,373 887 6.6

Operating income (loss) 962 (1,571) 2,533 NM 1

The decrease in Global Electrical Systems Segment revenues of $5.6 million was primarily driven by decreased customer demand.

Gross Profit.

The increase in gross profit of $3.4 million is primarily attributable to mix and improved operational efficiency.

The decrease in cost of revenues was driven by a decrease in raw material and purchased component costs of $0.3 million, or 0.4%;

and a decrease in labor and overhead expenses of $8.7 million, or 11.7%.

As a percentage of revenues, gross profit margin was 9.9% for the nine months ended September 30, 2025 compared to 7.4% for the nine months ended September 30, 2024, driven by mix and improved operational efficiency.

The nine months ended September 30, 2025 results include charges of $1.5 million associated with restructuring programs, compared to $3.7 million for the nine months ended September 30, 2024.

Selling, General and Administrative Expenses .

SG&A expenses increased $0.9 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Trim Systems and Components Segment Results

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

The table below sets forth certain Trim Systems and Components Segment operating data for the nine months ended September 30, (dollars are in thousands):

2025 2024 $ Change % Change

Revenues $ 124,139 $ 161,140 $ (37,001) (23.0)%

Gross profit 10,606 19,259 (8,653) (44.9)

Selling, general & administrative expenses 10,083 7,285 2,798 38.4

Operating income (loss) 523 11,974 (11,451) (95.6)

The decrease in Trim Systems and Components Segment revenues of $37.0 million was primarily driven by decreased customer demand in North America.

Gross Profit.

The decrease in gross profit of $8.7 million is primarily attributable to lower sales volume.

The decrease in cost of revenues was driven by a decrease in raw material and purchased component costs of $18.2 million, or 20.6%, and a decrease in labor and overhead expenses of $10.2 million, or 19.0%.

As a percentage of revenues, gross profit margin was 8.5% for the nine months ended September 30, 2025 compared to 12.0% for the nine months ended September 30, 2024.

This was primarily due to lower sales volume.

The nine months ended September 30, 2025 results include charges of $0.9 million associated with restructuring programs, compared to $3.3 million for the nine months ended September 30, 2024.

The three months ended March 31, 2026 results include charges of $0.2 million associated with restructuring programs, compared to zero for the three months ended March 31, 2025.

Selling, General and Administrative Expenses .

SG&A expenses increased $2.8 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily as a result of the gain on the sale of a building of $3.5 million in the prior year period.

SG&A expenses increased $0.5 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Liquidity and Capital Resources

Our primary sources of liquidity as of September 30, 2025 were operating income, cash and availability under our credit facility.

Our primary sources of liquidity as of March 31, 2026 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.

1 unchanged sentence

We also rely on the timely collection of receivables as a source of liquidity.

As of September 30, 2025, we had outstanding letters of credit of $1.1 million and borrowing availability of $96.5 million from our U.S.

As of March 31, 2026, we had outstanding letters of credit of $3.5 million and borrowing availability of $99.7 million from our U.S.

and China credit facilities (subject to customary borrowing base and other conditions), in addition to $28.7 million of cash.

As of September 30, 2025, cash of $31.3 million was held by foreign subsidiaries.

The Company had a $0.2 million deferred tax liability as of September 30, 2025 for the expected future income tax implications of repatriating cash from the foreign subsidiaries for which indefinite reinvestment is not expected.

As of March 31, 2026, cash of $28.7 million was held by foreign subsidiaries.

The Company had a $0.2 million d eferred tax liability as of March 31, 2026 for the expected future income tax implications of repatriating cash from the foreign subsidiaries for which indefinite reinvestment is not expected.

We intend to allocate resources consistent with the following priorities:

(1) invest in growth;

(2) invest in operational improvements;

(3) manage working capital;

(4) reduce debt;

and (5) other actions deemed appropriate by management to improve operational performance.

Covenants and Liquidity

5 unchanged sentences

Sources and Uses of Cash

Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands)

10 unchanged sentences

Operating activities.

For the nine months ended September 30, 2025, net cash provided by operating activities was $32.4 million compared to net cash used in operating activities of $6.8 million for the nine months ended September 30, 2024.

Net cash provided by operating activities is primarily attributable to a decrease in trade working capital and net loss for the nine months ended September 30, 2025 as compared to a lesser decrease in trade working capital for the nine months ended September 30, 2024.

For the three months ended March 31, 2026, net cash used in operating activities was $1.6 million compared to net cash provided by operating activities of $15.2 million for the three months ended March 31, 2025.

Net cash used in operating activities is primarily attributable an increase in trade working capital for the three months ended March 31, 2026 as compared to a decrease in trade working capital for the three months ended March 31, 2025.

Investing activities.

For the nine months ended September 30, 2025, net cash used in investing activities was $7.0 million compared to cash provided by investing activities of $12.9 million for the nine months ended September 30, 2024.

The change was mainly due to less capital spending in the current year, combined with $23.0 million proceeds from the sale of the Company's cab structures and FinishTEK businesses during the prior year period and $4.5 million proceeds from the sale of a building during the 2024 offsetting capital expenditures.

For the three months ended March 31, 2026, net cash provided by investing activities was $13.2 million compared to cash used in investing activities of $3.8 million for the three months ended March 31, 2025.

The change was mainly due to $15.9 million in proceeds from the sale of assets in the current year.

In 2026, we expect capital expenditures to be in the range of $13 million to $17 million.

Financing activities.

For the nine months ended September 30, 2025, net cash used in financing activities was $22.7 million compared to net cash used in financing activities of $12.9 million for the nine months ended September 30, 2024.

Use of cash in financing activities during the nine months ended September 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 $16.3 million.

For the three months ended March 31, 2026, net cash used in financing activities was $15.7 million compared to net cash used in financing activities of $18.1 million for the three months ended March 31, 2025.

Use of cash in financing activities during the three months ended March 31, 2026 was primarily attributable to the pay down of our debt which totaled $14.9 million, of which $14.6 million was a mandatory paydown from the Sale and Leaseback Transaction .

Debt and Credit Facilities

9 unchanged sentences

Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2025 Form 10-K.

At September 30, 2025, there have been no material changes to our critical accounting estimates from those disclosed in our 2024 Form 10-K.

At March 31, 2026, there have been no material changes to our critical accounting estimates from those disclosed in our 2025 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.

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, including, but not limited to, global commercial vehicle markets and electric vehicle markets, changes in the North America Class 8 and Class 5-7 truck build rates, performance of the global construction and agricultural equipment businesses, the Company’s prospects in the global commercial vehicle markets 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 or divestitures, 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.

6 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 2. Management’s Discussion and Analysis