What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-07 · 261 added, 138 removed, 421 unchanged (49% of the section changed)

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in thousands, except per share data) 2025 2024 2025 2024

6 unchanged sentences

Interest expense 5,657 5,873 10,851 11,239

Loss on extinguishment of debt 3,007 — 3,007 —

Other expense (income), net ( 619 ) ( 3,461 ) ( 2,788 ) 692

Loss before provision for income taxes and share of net income from joint venture ( 7,814 ) ( 14,302 )

Provision for income taxes ( 1,310 ) ( 506 )

Loss before benefit (provision) for income taxes and share of net income from joint venture ( 9,509 ) ( 4,559 ) ( 17,323 ) ( 18,861 )

Benefit (provision) for income taxes ( 774 ) 215 ( 2,084 ) ( 291 )

Share of net income from joint venture 2,181 2,141 4,620 4,412

9 unchanged sentences

Condensed Consolidated Balance Sheets

(in thousands, except per share data) March 31,

(in thousands, except per share data) June 30,

2025 December 31,

1 unchanged sentence

Cash and cash equivalents $ 9,542 $ 18,128

Accounts receivable, net of allowances of $ 1,375 and $ 1,515 at March 31, 2025 and December 31, 2024

Accounts receivable, net of allowances of $ 1,600 and $ 1,515 at June 30, 2025 and December 31, 2024

69,825 61,549

4 unchanged sentences

Total current assets 171,979 167,562

Property, plant and equipment, net of accumulated depreciation of $ 247,739 and $ 240,532 at March 31, 2025 and December 31, 2024

Property, plant and equipment, net of accumulated depreciation of $ 255,950 and $ 240,532 at June 30, 2025 and December 31, 2024

164,248 162,034

10 unchanged sentences

Income tax payable 484 659

Short-term debt and current maturities of long-term debt 3,719 5,039

Current maturities of long-term debt 5,580 5,039

Current portion of operating lease liabilities 5,903 6,038

7 unchanged sentences

Commitments and contingencies (Note 11)

Series D perpetual preferred stock - $ 0.01 par value per share, 65 shares authorized, issued and outstanding at March 31, 2025 and December 31, 2024

Series D perpetual preferred stock - $ 0.01 par value per share, 65 shares authorized, issued and outstanding at June 30, 2025 and December 31, 2024

102,518 93,497

Stockholders’ equity:

Common stock - $ 0.01 par value per share, 90,000 shares authorized, 50,526 and 49,908 shares issued and outstanding at March 31, 2025 and December 31, 2024

Common stock - $ 0.01 par value per share, 90,000 shares authorized, 50,287 and 49,908 shares issued and outstanding at June 30, 2025 and December 31, 2024

Additional paid-in capital 448,033 455,811

5 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

(in thousands) 2025 2024

1 unchanged sentence

Net loss $ ( 14,787 ) $ ( 14,740 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization 17,692 24,308

1 unchanged sentence

Paid-in-kind interest 1,236 1,436

Total derivative loss (gain), net of cash settlements ( 1,762 ) 3,331

Loss on extinguishment of debt 3,007 —

Total derivative gain, net of cash settlements ( 2,036 ) ( 1,068 )

Share of net income from joint venture ( 4,620 ) ( 4,412 )

9 unchanged sentences

Other operating liabilities ( 3,540 ) 4,739

Net cash provided by (used in) operating activities ( 3,345 ) 712

Net cash used in operating activities ( 4,041 ) ( 569 )

Cash flows from investing activities

3 unchanged sentences

Cash flows from financing activities

Proceeds from long-term debt 11,000 13,001

Repayments of long-term debt ( 9,026 ) ( 29,808 )

Proceeds from asset backed credit facilities 21,000 25,000

Repayments of asset backed credit facilities ( 21,400 ) ( 25,000 )

Proceeds from term loans and other long-term debt 118,579 —

Repayments of term loans and other long-term debt ( 115,356 ) ( 21,061 )

Cash paid for debt issuance costs ( 3,553 ) ( 646 )

2 unchanged sentences

Repayments of financing obligations ( 601 ) ( 211 )

Repayments of short-term debt ( 63 ) —

Other ( 2,352 ) ( 1,700 )

5 unchanged sentences

See notes to condensed consolidated financial statements (unaudited).

Condensed Consolidated Statements of Cash Flows

Six Months Ended

(in thousands) 2025 2024

Supplemental schedule of non-cash activities:

Non-cash additions to property, plant and equipment $ 3,547 $ 3,464

Non-cash additions to financing obligations 1,304 —

See notes to condensed consolidated financial statements (unaudited).

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Three Months Ended March 31, 2025 and 2024

Three Months Ended June 30, 2025 and 2024

Common Stock Additional

1 unchanged sentence

(in thousands) Number of shares Par

Balance as of March 31, 2025 50,526 $ 505 $ 452,187 $ ( 340,306 ) $ ( 45,042 ) $ 67,344

Net loss — — — ( 8,102 ) — ( 8,102 )

Dividends accrued for preferred stock — — ( 4,614 ) — — ( 4,614 )

Shares forfeited under stock incentive plans ( 64 ) — — — — —

Share-based compensation expense — — 801 — — 801

Restricted shares surrendered for tax withholdings under stock incentive plans ( 175 ) ( 2 ) ( 341 ) — — ( 343 )

Other comprehensive income — — — — 4,454 4,454

Balance as of June 30, 2025 50,287 $ 503 $ 448,033 $ ( 348,408 ) $ ( 40,588 ) $ 59,540

Common Stock Additional

capital Accumulated deficit Accumulated other comprehensive loss Total

(in thousands) Number of shares Par

Balance as of March 31, 2024 49,520 $ 495 $ 464,081 $ ( 307,885 ) $ ( 40,550 ) $ 116,141

Net loss — — — ( 2,203 ) — ( 2,203 )

Dividends accrued for preferred stock — — ( 3,843 ) — — ( 3,843 )

Shares issued for warrants exercised 499 5 1,985 — — 1,990

Shares issued under stock incentive plans, net of forfeitures 147 1 ( 1 ) — — —

Share-based compensation expense — — 690 — — 690

Restricted shares surrendered for tax withholdings under stock incentive plans ( 134 ) ( 1 ) ( 502 ) — — ( 503 )

Other comprehensive loss — — — — ( 3,836 ) ( 3,836 )

Balance as of June 30, 2024 50,032 $ 500 $ 462,410 $ ( 310,088 ) $ ( 44,386 ) $ 108,436

See notes to condensed consolidated financial statements (unaudited).

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Six Months Ended June 30, 2025 and 2024

Common Stock Additional

capital Accumulated deficit Accumulated other comprehensive loss Total

(in thousands) Number of shares Par

Balance as of December 31, 2024 49,908 $ 499 $ 455,811 $ ( 333,621 ) $ ( 48,167 ) $ 74,522

5 unchanged sentences

Other comprehensive income — — — — 7,579 7,579

Balance as of March 31, 2025 50,526 $ 505 $ 452,187 $ ( 340,306 ) $ ( 45,042 ) $ 67,344

Balance as of June 30, 2025 50,287 $ 503 $ 448,033 $ ( 348,408 ) $ ( 40,588 ) $ 59,540

Common Stock Additional

9 unchanged sentences

Other comprehensive loss — — — — ( 6,631 ) ( 6,631 )

Balance as of March 31, 2024 49,520 $ 495 $ 464,081 $ ( 307,885 ) $ ( 40,550 ) $ 116,141

Balance as of June 30, 2024 50,032 $ 500 $ 462,410 $ ( 310,088 ) $ ( 44,386 ) $ 108,436

See notes to condensed consolidated financial statements (unaudited).

Notes to Condensed Consolidated Financial Statements

March 31, 2025

June 30, 2025

Interim Financial Statements

1 unchanged sentence

NN, Inc., a Delaware corporation, is a diversified industrial company that combines advanced engineering and production capabilities with in-depth materials science expertise to design and manufacture high-precision components and assemblies for a variety of end markets on a global basis.

As of March 31, 2025, we had 24 facilities in North America, South America, Europe and China.

As of June 30, 2025, we had 24 facilities in North America, South America, Europe and China.

As used in this Quarterly Report on Form 10-Q (this “Quarterly Report”), the terms “NN,” the “Company,” “we,” “our,” or “us” refer to NN, Inc.

4 unchanged sentences

Securities and Exchange Commission (the “SEC”) on March 6, 2025.

In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary to fairly state our results of operations for the three months ended March 31, 2025 and 2024;

financial position as of March 31, 2025 and December 31, 2024;

and cash flows for the three months ended March 31, 2025 and 2024, on a basis consistent with our audited consolidated financial statements.

These adjustments are of a normal recurring nature and are, in the opinion of management, necessary to state fairly the our financial position and operating results for the interim periods.

financial position as of June 30, 2025 and December 31, 2024;

and cash flows for the six months ended June 30, 2025 and 2024, on a basis consistent with our audited consolidated financial statements.

These adjustments are of a normal recurring nature and are, in the opinion of management, necessary to state fairly our financial position and operating results for the interim periods.

Certain prior period amounts have been reclassified to conform to the current year’s presentation.

2 unchanged sentences

These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and accompanying notes included in the 2024 Annual Report.

The results for the three months ended March 31, 2025, are not necessarily indicative of results for the year ending December 31, 2025, or any other future periods.

The results for the three and six months ended June 30, 2025, are not necessarily indicative of results for the year ending December 31, 2025, or any other future periods.

Except for per share data or as otherwise indicated, all U.S.

3 unchanged sentences

Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires additional disclosures related to reportable segments, including significant segment expenses and other segment items.

ASU 2023-07 also permits entities to disclose more than one measure of a segment’s profit or loss and requires quarterly disclosure of certain information that is now only required annually.

We adopted ASU 2023-07 for the year ended December 31, 2024 and have presented the required interim disclosures on a retrospective basis in this March 31, 2025 Form 10-Q.

ASU 2023-07 also requires quarterly disclosure of certain information that had only been required annually.

We adopted ASU 2023-07 for the year ended December 31, 2024 and have presented the required interim disclosures on a retrospective basis in this June 30, 2025 Form 10-Q.

Accounting Standards Not Yet Adopted

11 unchanged sentences

Assets Held for Sale

During the quarter ended March 31, 2025, we ceased production activity at our Mobile Solutions plant in Dowagiac, Michigan.

The land and building, which we own, have been classified as held for sale as of March 31, 2025 as we are actively marketing the property for sale.

The net book value of $ 1.4 million is included in “Other current assets” on the Condensed Consolidated Balance Sheets as of March 31, 2025.

During the three months ended March 31, 2025, we ceased production activity at our Mobile Solutions plant in Dowagiac, Michigan.

The land and building, which we own, have been classified as held for sale as of June 30, 2025 as we are actively marketing the property for sale.

The net book value of $ 1.4 million is included in “Other current assets” on the Condensed Consolidated Balance Sheets as of June 30, 2025.

Segment Information

6 unchanged sentences

In addition to our two reportable segments, we report a Corporate category, which includes corporate costs and unallocated expenses.

The following tables reconcile segment revenues to consolidated loss before provision for income taxes and share of net income from joint venture.

Three Months Ended March 31, 2025 Mobile

The following tables reconcile segment revenues to consolidated loss before benefit (provision) for income taxes and share of net income from joint venture.

Three Months Ended June 30, 2025 Mobile

Solutions Power

7 unchanged sentences

Interest expense 5,657

Loss on extinguishment of debt 3,007

Other income, net ( 619 )

Loss before provision for income taxes and share of net income from joint venture $ ( 7,814 )

Three Months Ended March 31, 2024 Mobile

Loss before benefit (provision) for income taxes and share of net income from joint venture $ ( 9,509 )

Three Months Ended June 30, 2024 Mobile

Solutions Power

7 unchanged sentences

Interest expense 5,873

Other income, net ( 3,461 )

Loss before benefit (provision) for income taxes and share of net income from joint venture $ ( 4,559 )

Six Months Ended June 30, 2025 Mobile

Solutions Power

Solutions Corporate and Eliminations Total

Sales $ 125,635 $ 88,149 ( 175 ) $ 213,609

Cost of sales 112,267 69,265 ( 187 ) 181,345

Selling, general, and administrative expense 7,323 5,069 10,873 23,265

Depreciation expense 8,503 1,584 794 10,881

Other segment items (1) 1,339 3,426 ( 394 ) 4,371

Segment income (loss) from operations $ ( 3,797 ) $ 8,805 $ ( 11,261 ) $ ( 6,253 )

Interest expense 10,851

Loss on extinguishment of debt 3,007

Other income, net ( 2,788 )

Loss before benefit (provision) for income taxes and share of net income from joint venture $ ( 17,323 )

Six Months Ended June 30, 2024 Mobile

Solutions Power

Solutions Corporate and Eliminations Total

Sales $ 145,915 $ 98,389 ( 114 ) $ 244,190

Cost of sales 126,055 76,420 ( 132 ) 202,343

Selling, general, and administrative expense 7,975 6,864 12,020 26,859

Depreciation expense 14,442 2,127 827 17,396

Other segment items (1) 1,216 3,679 ( 373 ) 4,522

Segment income (loss) from operations $ ( 3,773 ) $ 9,299 $ ( 12,456 ) $ ( 6,930 )

Interest expense 11,239

Other expense, net 692

Loss before provision for income taxes and share of net income from joint venture $ ( 14,302 )

Loss before benefit (provision) for income taxes and share of net income from joint venture $ ( 18,861 )

_______________________________

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Capital expenditures:

9 unchanged sentences

The following table summarizes total assets by reportable segment.

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Mobile Solutions (1) $ 297,796 $ 294,204

3 unchanged sentences

_______________________________

(1) Total assets in Mobile Solutions includes $ 37.6 million and $ 35.0 million as of March 31, 2025 and December 31, 2024, respectively, related to our investment in a joint venture (see Note 7).

(1) Total assets in Mobile Solutions includes $ 40.3 million and $ 35.0 million as of June 30, 2025 and December 31, 2024, respectively, related to our investment in a joint venture (see Note 7).

Revenue from Contracts with Customers

2 unchanged sentences

The following tables summarize revenue by customer industry.

Our products in the automotive industry include high-precision components and assemblies for electric power steering systems, electric braking, electric motors, fuel systems, emissions control, transmissions, stampings, sensors, and electrical contacts.

Our products in the automotive and commercial vehicle industry include high-precision components and assemblies for electric power steering systems, electric braking, electric motors, fuel systems, emissions control, transmissions, stampings, sensors, and electrical contacts.

Our products in the general industrial industry include high-precision metal components for a variety of industrial applications including diesel industrial motors, heating and cooling systems, fluid power systems, power tools, and more.

1 unchanged sentence

The other category includes products sold in aerospace, defense, medical, and other industries.

Three Months Ended March 31, 2025 Mobile

Three Months Ended June 30, 2025 Mobile

Solutions Power

1 unchanged sentence

Eliminations Total

Automotive $ 52,887 $ 7,237 $ — $ 60,124

Automotive and Commercial Vehicle $ 57,772 $ 7,840 $ — $ 65,612

General Industrial 967 11,243 — 12,210

2 unchanged sentences

Total net sales $ 63,391 $ 44,641 $ ( 111 ) $ 107,921

Three Months Ended March 31, 2024 Mobile

Three Months Ended June 30, 2024 Mobile

Solutions Power

1 unchanged sentence

Eliminations Total

Automotive $ 48,975 $ 8,256 $ — $ 57,231

Automotive and Commercial Vehicle $ 50,217 $ 8,066 $ — $ 58,283

General Industrial 17,534 13,669 — 31,203

2 unchanged sentences

Total net sales $ 72,855 $ 50,151 $ ( 14 ) $ 122,992

Six Months Ended June 30, 2025 Mobile

Solutions Power

Solutions Intersegment

Eliminations Total

Automotive and Commercial Vehicle $ 110,659 $ 15,077 $ — $ 125,736

General Industrial 5,370 20,822 — 26,192

Residential/Commercial Electrical — 38,976 — 38,976

Other 9,606 13,274 ( 175 ) 22,705

Total net sales $ 125,635 $ 88,149 $ ( 175 ) $ 213,609

Six Months Ended June 30, 2024 Mobile

Solutions Power

Solutions Intersegment

Eliminations Total

Automotive and Commercial Vehicle $ 99,192 $ 16,322 $ — $ 115,514

General Industrial 36,247 26,807 — 63,054

Residential/Commercial Electrical — 41,718 — 41,718

Other 10,476 13,542 ( 114 ) 23,904

Total net sales $ 145,915 $ 98,389 $ ( 114 ) $ 244,190

Sales Concentration

During the three months ended March 31, 2025, a customer in our Mobile Solutions segment represented 13 % of consolidated revenue, and a customer from our Power Solutions segment represented 11 % of consolidated revenue.

During the six months ended June 30, 2025, a customer in our Mobile Solutions segment represented 13 % of consolidated revenue.

Deferred Revenue

Deferred revenue relates to payments received in advance of performance under the contract and recognized as revenue as (or when) we perform under the contract.

The balance of deferred revenue was $ 0.4 million and $ 0.2 million as of March 31, 2025 and December 31, 2024, respectively.

Revenue recognized for performance obligations satisfied or partially satisfied during the three months ended March 31, 2025 included $ 0.1 million that was included in deferred revenue as of December 31, 2024.

The balance of deferred revenue was $ 0.5 million and $ 0.2 million as of June 30, 2025 and December 31, 2024, respectively.

Revenue recognized for performance obligations satisfied or partially satisfied during the six months ended June 30, 2025 included $ 0.1 million that was included in deferred revenue as of December 31, 2024.

The balance of deferred revenue was $ 0.2 million and $ 0.4 million as of June 30, 2024 and December 31, 2023, respectively.

Revenue recognized for performance obligations satisfied or partially satisfied during the six months ended June 30, 2024 included $ 0.4 million that was included in deferred revenue as of December 31, 2023.

Transaction Price Allocated to Future Performance Obligations

We are required to disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of March 31, 2025, unless our contracts meet one of the practical expedients.

We are required to disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of June 30, 2025, unless our contracts meet one of the practical expedients.

Our contracts met the practical expedient for a performance obligation that is part of a contract that has an original expected duration of one year or less.

Accounts Receivable

The balance of trade accounts receivable was $ 68.8 million and $ 65.5 million as of June 30, 2024 and December 31, 2023, respectively.

The following table presents changes in the allowance for credit losses.

Six Months Ended

June 30, 2025 June 30, 2024

Balance at beginning of year 1,515 $ 1,241

Additions 134 582

Write-offs and other ( 86 ) ( 148 )

Currency impact 37 ( 15 )

Balance at end of period $ 1,600 $ 1,660

We participate in programs established by our customers, which allows us to sell certain receivables from that customer on a non-recourse basis to a third-party financial institution.

During the three months ended March 31, 2025 and 2024, we incurred fees of $ 0.1 million and $ 0.3 million, respectively, related to the sale of receivables, which is recorded in the “Other expense (income), net” line item on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

As of March 31, 2025 and December 31, 2024, one customer represented 11 % of consolidated accounts receivable.

During the six months ended June 30, 2025 and 2024, we incurred fees of $ 0.3 million and $ 0.6 million, respectively, related to the sale of receivables, which is recorded in the “Other expense (income), net” line item on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

As of June 30, 2025 and December 31, 2024, one customer represented 12 % of consolidated accounts receivable.

Amounts due from this customer are primarily related to Mobile Solutions.

Inventories are comprised of the following amounts:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Raw materials $ 23,058 $ 20,664

8 unchanged sentences

Amortization ( 1,677 ) ( 5,134 ) ( 6,811 )

Balance as of March 31, 2025 $ 14,811 $ 26,194 $ 41,005

Balance as of June 30, 2025 $ 13,972 $ 23,627 $ 37,599

Intangible assets are reviewed for impairment when changes in circumstances indicate the carrying value of those assets may not be recoverable.

There were no impairment charges for the three months ended March 31, 2025 and 2024.

There were no impairment charges for the six months ended June 30, 2025 and 2024.

Investment in Joint Venture

6 unchanged sentences

Foreign currency translation gain 721

Balance as of March 31, 2025 $ 37,622

Balance as of June 30, 2025 $ 40,312

The following table presents amounts outstanding on our debt facilities .

March 31, 2025 December 31, 2024

Term Loan Facility $ 114,308 $ 114,397

June 30, 2025 December 31, 2024

Term loan facilities $ 118,901 $ 114,397

ABL Facility 5,000 5,400

4 unchanged sentences

_______________________________

(1) In addition to this amount, costs of $ 1.0 million and $ 1.2 million related to the ABL Facility were recorded in other non-current assets as of March 31, 2025 and December 31, 2024, respectively.

We capitalized interest costs of $ 0.2 million and $ 0.5 million in the three months ended March 31, 2025 and 2024, respectively, related to construction in progress.

(1) In addition to this amount, costs of $ 1.0 million and $ 1.2 million related to the ABL Facility were recorded in other non-current assets as of June 30, 2025 and December 31, 2024, respectively.

We capitalized interest costs of $ 0.4 million and $ 0.7 million in the six months ended June 30, 2025 and 2024, respectively, related to construction in progress.

Term Loan Facility

On March 22, 2021, we entered into a $ 150.0 million term loan facility (as amended from time to time, the “2021 Term Loan Facility”), on which outstanding borrowings bear interest at either:

On April 16, 2025 (the “Closing Date”), we entered into a Term Loan Credit Agreement by and among the Company, the lenders from time to time party thereto (collectively, the “Lenders”) and Alter Domus (US) LLC, as administrative agent (the “Term Loan Agent”) for the Lenders (the “Term Loan Credit Agreement”).

The Term Loan Credit Agreement establishes a new $ 128.0 million senior secured Term Loan Facility (the “Term Loan Facility”) consisting of (i) a $ 118.0 million of term loan funded in full on the Closing Date (the “Closing Date Term Loans”) and (ii) $ 10.0 million of delayed draw term loan commitments (any delayed draw term loans funded thereunder, the “Delayed Draw Term Loans”, and together, with the Closing Date Term Loans, the “Term Loans”).

The Term Loans mature on April 16, 2030 .

We used the proceeds from the Closing Date Term Loan to repay all of our outstanding obligations under our previously outstanding term loan facility ( see ‘2021 Term Loan’ section below ).

Under the Term Loan Credit Agreement, interest rates on the Term Loans are determined based on the type of Term Loan, the length of the interest period, our Consolidated Net Leverage Ratio (as defined in the Term Loan Credit Agreement) and whether we have borrowed any Delayed Draw Term Loans.

The Term Loans currently bear interest at either:

1) one-month, three-month, or six-month term secured overnight finance rate (“SOFR”) with a duration adjustment, subject to a 2.00 % floor, plus an applicable margin of 9.25 % (“Adjusted Term SOFR Rate Loans”);

or 2) the greater of various benchmark rates, with certain adjustments, plus an applicable margin of 8.25 % (“Base Rate Loans”).

For interest payments due before April 16, 2027, we may elect to pay a portion of interest in-kind (“PIK Election”), subject to a minimum cash interest of 5.25 % for Adjusted Term

SOFR Rate Loans and 4.25 % for Base Rate Loans.

The applicable margin increases by 0.50 % on borrowings to which the PIK Election is made.

At June 30, 2025, the Term Loans bore interest, including amounts we have elected to pay as PIK interest, based on one-month Adjusted Term SOFR, at 14.18 %.

Subject to satisfying certain conditions, Delayed Draw Term Loans are available until October 16, 2026.

If we borrow Delayed Draw Term Loans, the applicable margin for all Term Loans increases by 0.50 %.

Through October 16, 2026, we incur a 1.00 % commitment fee on undrawn amounts under the Delayed Draw, payable quarterly in arrears.

Subject to certain exceptions, we are required to make principal payments (i) annually that are calculated as a percentage, based on our Consolidated Net Leverage Ratio, of our Excess Cash Flow (as defined in the Term Loan Credit Agreement), (ii) Net Cash Proceeds (as defined in the Term Loan Credit Agreement) of certain non-ordinary course Dispositions (as defined in the Term Loan Credit Agreement) within 10 business days of receipt thereof, and (iii) Net Cash Proceeds from certain insurance events.

We may voluntarily prepay the Term Loans, in whole or part without premium or penalty following April 16, 2027.

If we voluntarily prepay borrowings prior to April 16, 2026, we are subject to a prepayment premium equal to the present value at the prepayment date of (i) 2.00% of the outstanding principal amount of the Term Loans to be prepaid, plus (ii) all remaining scheduled interest payments due on such Term Loans through April 16, 2026 (excluding accrued but unpaid interest to, but not including, the prepayment date), computed using a discount rate equal to the Treasury Rate (determined as of the Business Day prior to such date of prepayment) plus 50 basis points.

If we voluntarily prepay borrowings following April 16, 2026 and prior to April 16, 2027, we are subject to a prepayment premium equal to 2.00% of the principal amount prepaid.

The Term Loan Credit Agreement includes customary representations, warranties and covenants, including, but not limited to, certain financial covenants, such as maximum Consolidated Net Leverage Ratio and minimum Domestic Liquidity (as defined in the Term Loan Credit Agreement), subject, in the case of the Consolidated Net Leverage Ratio covenant, to certain equity cure rights.

We were in compliance with the financial covenants of the Term Loan Facility as of June 30, 2025.

Our obligations under the Term Loan Credit Agreement are guaranteed by certain of our subsidiaries and are required to be guaranteed by certain of our later formed or acquired subsidiaries (collectively, the “Guarantors”).

Our obligations under the Term Loan Credit Agreement are collateralized by substantially all of our and the Guarantor’s assets.

The Term Loan Agent, for itself and on behalf of the Lenders, has a first lien on all domestic assets, other than accounts receivable and inventory, and certain foreign assets and has a second lien on domestic accounts receivable and inventory.

The Term Loan Facility was issued at a $ 2.5 million discount and we capitalized an additional $ 0.7 million in debt issuance costs.

These costs are recorded as a direct reduction to the carrying amount of the associated long-term debt and amortized over the term of the debt.

2021 Term Loan

On March 22, 2021, we entered into a $ 150.0 million term loan facility (as amended from time to time, the “2021 Term Loan Facility”) which required principal payments of $ 0.4 million with the remaining unpaid principal amount due at the original loan maturity date of September 22, 2026 .

On April 16, 2025, we repaid all of our outstanding obligations under the 2021 Term Loan Facility with the proceeds from the Closing Date Term Loans.

The 2021 Term Loan Facility was collateralized by all of our assets and had a first lien on all domestic assets, other than accounts receivable and inventory and had a second lien on domestic accounts receivable and inventory.

Outstanding borrowings on the 2021 Term Loan bore interest at either:

1) one-month, three-month, or six-month term secured overnight finance rate (“SOFR”) with a duration adjustment (“Adjusted Term SOFR”), subject to a 1.000 % floor, plus an applicable margin of 6.875 %, or 2) the greater of various benchmark rates plus an applicable margin of 5.875 %.

Beginning in the second quarter of 2023, interest was increased on a paid-in-kind basis at a rate between 1.00 % and 2.00 % (“PIK interest”), dependent on our net leverage ratio for the most recently reported fiscal quarter and subject to reduction upon the occurrence of certain conditions as set forth in the credit agreement governing the 2021 Term Loan Facility.

The PIK interest is payable on the loan maturity date of September 22, 2026.

At March 31, 2025, the 2021 Term Loan Facility bore interest, including PIK interest, based on one-month Adjusted Term SOFR, at 12.300 %.

The 2021 Term Loan Facility requires quarterly principal payments of $ 0.4 million with the remaining unpaid principal amount due at the loan maturity date.

We may be required to make additional principal payments annually that are calculated as a percentage of our excess cash flow, as defined by the lender, based on our net leverage ratio.

The 2021 Term Loan Facility is collateralized by all of our assets.

The 2021 Term Loan Facility has a first lien on all domestic assets, other than accounts receivable and inventory and has a second lien on domestic accounts receivable and inventory.

We were in compliance with all requirements under the 2021 Term Loan Facility as of March 31, 2025.

The 2021 Term Loan Facility was issued at a $ 3.8 million discount and we have capitalized an additional $ 5.5 million in debt issuance costs.

These costs are recorded as a direct reduction to the carrying amount of the associated long-term debt and amortized over the term of the debt.

On April 16, 2025, we repaid all of our outstanding obligations under the 2021 Term Loan Facility with the proceeds from a new term loan arrangement that has an initial principal balance of $ 118.0 million.

At April 16, 2025, the 2021 Term Loan Facility bore interest, including PIK interest, based on one-month Adjusted Term SOFR, at 12.300 %.

The 2021 Term Loan Facility was issued at a $ 3.8 million discount and we capitalized an additional $ 5.5 million in debt issuance costs which were amortized over the term of the debt.

During the six months ended June 30, 2025, we recognized a $ 3.0 million loss on extinguishment of debt in connection with the termination of the 2021 Term Loan Facility.

On December 30, 2024, we entered into a new asset backed credit facility (the “ABL Facility”) which provides for a senior secured revolving credit facility in the amount of $ 50.0 million, of which $ 15.0 million is available in the form of letters of credit and $ 5.0 million is available for the issuance of short-term swingline loans.

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Outstanding borrowings under the ABL Facility bear interest at either:

1) the one, three or six month SOFR plus 1.50%, plus an

adjustment of 0.10 % (“Term SOFR Rate”);

1) the one, three or six month SOFR plus 1.50 %, plus an adjustment of 0.10% (“Term SOFR Rate”);

or 2) the highest of the base commercial lending rate of the lender or various benchmark rates plus an applicable margin of 0.50 % or 1.00 %, depending on the benchmark (“Alternative Base Rate”).

At March 31, 2025, based on a one-month Term SOFR Rate, the interest rate on outstanding borrowings under the ABL Facility was 5.922 %.

June 30, 2025, based on the Alternative Base Rate, the interest rate on outstanding borrowings under the ABL Facility was 8.000 %.

We incur a commitment fee of 0.25 % for unused capacity under the ABL Facility and a 1.85 % fee on the amount of letters of credit outstanding.

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We capitalized a total of $1.2 million in new debt issuance costs related to the ABL Facility.

As of March 31, 2025, we had $ 8.0 million outstanding borrowings under the ABL Facility, $ 10.4 million of outstanding letters of credit, and $ 18.3 million available for future borrowings under the ABL Facility.

As of June 30, 2025, we had $ 5.0 million outstanding borrowings under the ABL Facility, $ 10.9 million of outstanding letters of credit, and $ 24.2 million available for future borrowings under the ABL Facility.

The ABL Facility is secured by a perfected lien over substantially all of the Company’s assets.

We were in compliance with all requirements under the ABL Facility as of March 31, 2025.

We were in compliance with the financial covenants of the ABL Facility as of June 30, 2025.

Sale-Leaseback Transactions

In March 2024, we sold three of our properties for an aggregate sales price of $ 16.9 million, with the net proceeds used to repay a portion of the outstanding borrowings under the 2021 Term Loan Facility.

Concurrent with the sale, we entered into a 20-year lease agreement for these properties.

Since the lease agreement allows for us to exercise renewal options that extend for substantially all of the remaining economic life, we have the ability to maintain the risks and rewards of ownership.

Since the transaction did not transfer control of the assets, it cannot be accounted for as a sale under ASC 606.

In March 2024, we sold three of our properties for an aggregate sales price of $ 16.9 million and concurrent with the sale, we entered into a 20-year lease agreement with the purchaser for these properties.

In May 2025, we sold an additional property for a sales price of $ 4.3 million and concurrent with the sale, entered into a 19-year lease agreement with the purchaser for the property.

Since these lease agreements allow for us to exercise renewal options that extend for substantially all of the remaining economic life, we have the ability to maintain the risks and rewards of ownership.

Because the transactions did not transfer control of the assets, they cannot be accounted for as sales under ASC 606.

As a result, the properties remain on our Condensed Consolidated Balance Sheets and the non-land assets will continue to be depreciated over their remaining useful lives.

The $ 16.9 million of gross proceeds was recognized as a financing obligation as a component of long-term debt.

The monthly lease payments, which increase 3.0% each year, are being amortized as principal payments and interest expense based on an effective interest rate of 9.715 %.

We incurred $ 0.6 million in debt issuance costs related to this transaction, which are being amortized over the term of the debt.

The $ 21.2 million of total gross proceeds from these transactions were recognized as financing obligations as a component of long-term debt.

The monthly lease payments, which increase 3.00% each year, are being amortized as principal payments and interest expense through 2044 based on a weighted average effective interest rate of 9.500 %.

We incurred $ 0.9 million in debt issuance costs related to these transactions, which is being amortized over the term of the debt.

In March 2024, we sold multiple pieces of manufacturing equipment for an aggregate sales price of $ 4.9 million.

Concurrent with the sale, we entered into a 5-year lease agreement that includes a repurchase option for this equipment.

In May 2024, we sold additional pieces of manufacturing equipment for an aggregate sales price of $ 3.4 million and entered into 5-year and 6-year lease agreements for the equipment.

Since the three lease agreements allow for us to exercise an early buyout option, we have the ability to maintain the risks and rewards of ownership.

Concurrent with the sale, we entered into a 5-year lease agreement with the purchaser that includes a repurchase option for this equipment.

In May 2024, we sold additional pieces of manufacturing equipment for an aggregate sales price of $ 3.4 million and entered into 5-year and 6-year lease agreements with the purchaser for the equipment.

In June 2025, we sold additional pieces of manufacturing equipment for an aggregate sales price of $ 2.3 million and entered into 5-year lease agreements with the purchaser for the equipment.

Since these lease agreements allow for us to exercise a purchase option, we have the ability to maintain the risks and rewards of ownership.

Since the transactions did not transfer control of the assets, they cannot be accounted for as sales under ASC 606.

As a result, the assets remain on our Condensed Consolidated Balance Sheets and will continue to be depreciated over their remaining useful lives.

The $ 8.3 million of gross proceeds was recognized as a financing obligation as a component of long-term debt.

The $ 10.6 million of total gross proceeds from these transactions were recognized as a financing obligation as a component of long-term debt.

The monthly lease payments are being amortized as principal payments and interest expense on a weighted average effective interest rate of 9.170 %.

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We have fixed rate debt with various financial institutions in France, Poland and China, with maturity dates between 2026 and 2033.

These loans, which were obtained to fund working capital and equipment purchases, had a weighted average interest rate of 2.335 % at March 31, 2025.

These loans, which were obtained to fund working capital and equipment purchases, had a weighted average interest rate of 2.23 % at June 30, 2025.

Preferred Stock

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If no cash dividend is paid, then the liquidation preference per share effective on the dividend date increases by 12.0 % per year.

On March 22, 2026, the cash dividend rate and in-kind dividend rate increase by 2.5 % per year.

Cash dividends are required beginning on September 30, 2027 and are limited based on terms and conditions of the 2021 Term Loan Agreement.

On March 22, 2026, the cash dividend rate and in-kind dividend rate increase by 2.5 %, and each year thereafter.

Cash dividends are required beginning on September 30, 2027 and are limited based on terms and conditions of the Company’s outstanding credit agreements.

The Series D Preferred Stock is classified as mezzanine equity, between liabilities and stockholders’ equity, because certain features of the Series D Preferred Stock could require redemption of the Series D Preferred Stock upon a change of control event that is considered not solely within our control.

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Note 16 discusses the accounting for these features.

As of March 31, 2025, the carrying value of the Series D Preferred Stock shares was $ 97.9 million, which included $ 51.2 million of accumulated unpaid and deemed dividends.

The following table presents the change in the Series D Preferred Stock carrying value during the three months ended March 31, 2025.

As of June 30, 2025, the carrying value of the Series D Preferred Stock shares was $ 102.5 million, which included $ 55.8 million of accumulated unpaid and deemed dividends.

The following table presents the change in the Series D Preferred Stock carrying value during the six months ended June 30, 2025.

Balance as of December 31, 2024 $ 93,497

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Amortization 2,822

Balance as of March 31, 2025 $ 97,904

Balance as of June 30, 2025 $ 102,518

The following table contains supplemental cash flow information related to leases.

Three Months Ended

Six Months Ended

Cash paid for amounts included in the measurement of lease liabilities:

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Financing cash flows used in finance leases 1,960 1,105

Right-of-use assets obtained in exchange for new operating lease liabilities — 692

Right-of-use assets obtained in exchange for new finance lease liabilities 276 645

We recognized sublease income of $ 1.0 million and $ 0.9 million in the three months ended March 31, 2025 and 2024, respectively, which is recognized in the “Other operating income, net” line in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

We recognized sublease income of $ 1.9 million and $ 1.9 million in the six months ended June 30, 2025 and 2024, respectively, which is recognized in the “Other operating income, net” line in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The following table presents finance lease-related assets and liabilities recorded on the balance sheet.

Financial Statement Line Item March 31, 2025 December 31, 2024

Financial Statement Line Item June 30, 2025 December 31, 2024

Finance lease assets Property, plant and equipment, net 17,174 16,579

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In making that determination, we analyze the facts and circumstances of each case at least quarterly in consultation with our attorneys and determine a range of reasonably possible outcomes.

Our effective tax rate was ( 16.8 )% and ( 3.5 )% for the three months ended March 31, 2025 and 2024, respectively.

The effective tax rate for the three months ended March 31, 2025 differs from the U.S.

Our effective tax rate was ( 8.1 )% and ( 12.0 )% for the three and six months ended June 30, 2025, respectively, and 4.7 % and ( 1.5 )% for the three and six months ended June 30, 2024, respectively.

The effective tax rate for the three and six months ended June 30, 2025 differs from the U.S.

federal statutory tax rate of 21 % primarily due to the accrual of tax on non-permanently reinvested unremitted earnings of foreign subsidiaries and by limitation of the amount of tax benefit recorded for losses in certain jurisdictions where we believe it is more likely than not that a future tax benefit may not be realized.

On July 4, 2025, H.R.1, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which impacts various provisions of the U.S.

federal tax code, including but not limited to 100% bonus depreciation, immediate expensing of domestic research and development costs, modifications to the limitation on business interest expense and changes to the international tax regime.

Most provisions are effective for tax years beginning after December 31, 2024, with certain transition rules and exceptions.

We are currently assessing the impact OBBBA will have on our consolidated financial statements.

The effects of the new law will be reflected in the period of enactment and in future periods as additional guidance is issued and we complete our analysis.

Net Loss Per Common Share

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Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net loss $ ( 8,102 ) $ ( 2,203 ) $ ( 14,787 ) $ ( 14,740 )

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Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Stock options 134 207 151 232

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Total antidilutive securities 2,454 2,527 2,471 2,515

Stock options excluded from the calculations of diluted net loss per share have a per share exercise price ranging from $ 7.93 to $ 25.16 for the three months ended March 31, 2025.

Warrants excluded from the calculation of diluted net loss per share have a per share exercise price of $ 11.03 (see Note 16).

Stock options excluded from the calculations of diluted net loss per share have a per share exercise price ranging from $ 7.93 to $ 25.16 for the six months ended June 30, 2025.

Warrants excluded from the calculation of diluted net loss per share have a per

share exercise price of $ 11.03 (see Note 16).

Performance share units are potentially dilutive when the related performance criterion has been met.

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Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Restricted stock $ 470 $ 532 $ 1,020 $ 1,119

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Restricted Stock

The following table presents the status of unvested restricted stock awards as of March 31, 2025, and activity during the three months then ended.

The following table presents the status of unvested restricted stock awards as of June 30, 2025, and activity during the six months then ended.

Shares Weighted Average Grant-Date

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Forfeited ( 102 ) 2.73

Unvested at March 31, 2025 2,704 $ 2.02

During the three months ended March 31, 2025, we granted 664,000 shares of restricted stock to non-executive directors, officers and certain other employees.

Unvested at June 30, 2025 2,188 $ 2.11

During the six months ended June 30, 2025, we granted 664,000 shares of restricted stock to non-executive directors, officers and certain other employees.

The shares of these restricted stock awards vest pro-rata generally over three years for employees and over one year for non-executive directors.

Total grant date fair value of restricted stock that vested in the three months ended March 31, 2025, was $ 1.2 million.

Total grant date fair value of restricted stock that vested in the six months ended June 30, 2025, was $ 1.9 million.

Performance Share Units

Performance Share Units (“PSUs”) are a form of long-term incentive compensation awarded to executive officers and certain other key employees designed to directly align the interests of employees to the interests of our stockholders, and to create long-term stockholder value.

The following table presents the status of unvested PSUs as of March 31, 2025, and activity during the three months then ended.

The following table presents the status of unvested PSUs as of June 30, 2025, and activity during the six months then ended.

Nonvested PSU Awards Weighted Average Grant-Date

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Granted 231 2.24

Nonvested at March 31, 2025 3,902 $ 1.50

During the three months ended March 31, 2025, we granted 231,000 PSUs to certain executive officers, which vest, if at all, upon our achieving a specified relative total shareholder return, which will be measured against the total shareholder return of a specified index during the three-year performance period that ends December 31, 2027.

Nonvested at June 30, 2025 3,902 $ 1.50

During the six months ended June 30, 2025, we granted 231,000 PSUs to certain executive officers, which vest, if at all, upon our achieving a specified relative total shareholder return, which will be measured against the total shareholder return of a specified index during the three-year performance period that ends December 31, 2027.

We estimated the grant date fair value of the PSU awards using the Monte Carlo simulation model, as the total shareholder return metric and changes in stock price are considered market conditions under ASC Topic 718, Compensation – stock compensation .

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Foreign Currency Translation Interest rate swap Total

Balance as of December 31, 2024 $ ( 48,167 ) $ — $ ( 48,167 )

Balance as of March 31, 2025 $ ( 45,042 ) $ — $ ( 45,042 )

Other comprehensive income (loss) before reclassifications 4,454 — 4,454

Net other comprehensive income (loss) 4,454 — 4,454

Balance as of June 30, 2025 $ ( 40,588 ) $ — $ ( 40,588 )

Balance as of March 31, 2024 $ ( 41,108 ) $ 558 $ ( 40,550 )

Other comprehensive income (loss) before reclassifications ( 3,387 ) — ( 3,387 )

Amounts reclassified from AOCI to interest expense (1) — ( 449 ) ( 449 )

Net other comprehensive income (loss) ( 3,387 ) ( 449 ) ( 3,836 )

Balance as of June 30, 2024 $ ( 44,495 ) $ 109 $ ( 44,386 )

Foreign Currency Translation Interest rate swap Total

Balance as of December 31, 2024 $ ( 48,167 ) $ — $ ( 48,167 )

Other comprehensive income (loss) before reclassifications 7,579 — 7,579

Net other comprehensive income (loss) 7,579 — 7,579

Balance as of June 30, 2025 $ ( 40,588 ) $ — $ ( 40,588 )

Balance as of December 31, 2023 $ ( 38,762 ) $ 1,007 $ ( 37,755 )

Other comprehensive income (loss) before reclassifications ( 5,733 ) — ( 5,733 )

Amounts reclassified from AOCI to interest expense (1) — ( 898 ) ( 898 )

Net other comprehensive income (loss) ( 5,733 ) ( 898 ) ( 6,631 )

Balance as of March 31, 2024 $ ( 41,108 ) $ 558 $ ( 40,550 )

Balance as of June 30, 2024 $ ( 44,495 ) $ 109 $ ( 44,386 )

______________________

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The 2023 Warrants include anti-dilution adjustments in the event of certain future equity issuances, stock splits, stock dividends, combinations or similar events.

As of March 31, 2025, 1.5 million of the 2023 Warrants remain outstanding.

During the three months ended June 30, 2024, 500,000 of the 2023 Warrants were exercised on a cashless basis, resulting in the issuance of 499,000 shares of common stock.

As of June 30, 2025, 1.5 million of the 2023 Warrants remain outstanding.

In conjunction with our placement of the Series D Preferred Stock in 2021, we issued warrants to purchase up to 1.9 million shares of our common stock (the “2021 Warrants”).

The 2021 Warrants were exercisable, in full or in part, at an exercise price of $ 0.01 per share, subject to anti-dilution adjustments in the event of certain future equity issuances, stock splits, stock dividends, combinations or similar events.

During the three months ended March 31, 2024, all of the 2021 Warrants were exercised on a cashless basis, resulting in the issuance of 1,896,000 shares.

dividends, combinations or similar events.

During the three months ended March 31, 2024, all of the 2021 Warrants were exercised on a cashless basis, resulting in the issuance of 1,896,000 shares of common stock.

In conjunction with our placement of Series B Preferred Stock in 2019, we issued detachable warrants to purchase up to 1.5 million shares of our common stock (the “2019 Warrants”).

The 2019 Warrants, are exercisable, in full or in part, at any time prior to December 11, 2026, at an exercise price of $ 11.03 per share, and are subject to anti-dilution adjustments in the event of future below market issuances, stock splits, stock dividends, combinations or similar events.

The following table presents the change in the liability balance of the embedded derivatives during the three months ended March 31, 2025.

The following table presents the change in the liability balance of the embedded derivatives during the six months ended June 30, 2025.

Balance as of December 31, 2024 $ 5,192

Change in fair value (1) ( 2,036 )

Balance as of March 31, 2025 $ 3,430

Balance as of June 30, 2025 $ 3,156

_______________________________

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The following tables show the fair values of the embedded derivatives within the fair value hierarchy.

March 31, 2025 Quoted Prices in Active Markets for Identical Assets

June 30, 2025 Quoted Prices in Active Markets for Identical Assets

(Level 1) Significant Other Observable Inputs

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The fair value of the 2019 Warrants is determined using a valuation model that utilizes unobservable inputs to determine the probability that the 2019 Warrants will remain outstanding for future periods (Level 3).

The probabilities resulted in a weighted average term of 2.0 years as of March 31, 2025 and December 31, 2024.

The probabilities resulted in a weighted average term of 1.8 years and 2.0 years as of June 30, 2025 and December 31, 2024, respectively.

Interest Rate Swap

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Since the 2021 Swap was an effective cash flow hedge and the forecasted interest payments remain probable of occurring, the gain was recognized as a reduction to interest expense through the original maturity date of July 31, 2024.

During the three months ended March 31, 2024, we recognized an interest benefit of $ 0.4 million, from gains recognized in interest expense on the effective interest rate swap in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

During the three and six months ended June 30, 2024, we recognized an interest benefit of $ 0.4 million and $ 0.9 million, respectively, from gains recognized in interest expense on the effective interest rate swap in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Fair Value Disclosures

Our financial instruments that are subject to fair value disclosure consist of cash and cash equivalents, accounts receivable, accounts payable, and debt.

As of March 31, 2025 and December 31, 2024, the carrying values of these financial instruments, except for debt, approximated fair value.

The fair value of our debt was $ 152.4 million and $ 147.8 million, with a carrying amount of $ 151.3 million and $ 148.6 million, as of March 31, 2025 and December 31, 2024, respectively.

As of June 30, 2025 and December 31, 2024, the carrying values of these financial instruments, except for debt, approximated fair value.

The fair value of our debt was $ 166.1 million and $ 147.8 million, with a carrying amount of $ 159.6 million and $ 148.6 million, as of June 30, 2025 and December 31, 2024, respectively.

The fair value of debt was calculated by discounting the future cash flows to its present value using prevailing market interest rates for debt with similar creditworthiness, terms and maturities (Level 3).

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In addition, we implemented operational and cost optimization actions to reduce indirect and overhead costs.

We expect the facility closures and organizational changes to be completed in the first half of 2025.

As of June 30, 2025, we substantially completed the facility closures and organizational changes.

We estimate incurring $ 13.6 million in charges and once fully implemented, we expect to recognize annual benefits of approximately $ 5.4 million.

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All costs incurred have been recognized in the Mobile Solutions segment.

The following is a summary of costs incurred and amounts accrued during the three months ended March 31, 2025.

The following is a summary of costs incurred and amounts accrued during the three months ended June 30, 2025.

Severance and employee related Impairment of property and equipment Costs associated with exit or disposal activities Total

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Amounts paid ( 2,195 ) — ( 401 ) ( 2,596 )

Balance as of March 31, 2025 $ 1,187 $ — $ — $ 1,187

Balance as of June 30, 2025 $ 871 $ — $ — $ 871

Voluntary Early Retirement Program

During the three months ended March 31, 2025, we recognized $ 0.2 million related to an early retirement incentive program (“ERIP”) that was open to certain U.S.

During the six months ended June 30, 2025, we recognized $ 0.4 million related to an early retirement incentive program (“ERIP”) that was open to certain U.S.

employees that met specified age and service requirements, and who terminated employment in 2025.

The estimated total cost of the ERIP, including costs recognized in 2024, is $ 1.6 million with all benefit payments expected to be made in 2025.

Subsequent Event

On April 16, 2025 , we entered into a Term Loan Credit Agreement by and among the Company, the lenders from time to time party thereto (collectively, the “Lenders”) and Alter Domus (US) LLC, as administrative agent for the Lenders (the “2025 Term Loan Credit Agreement”).

The 2025 Term Loan Credit Agreement establishes a new senior secured Term Loan Facility (the “2025 Term Loan Facility”) consisting of (i) $ 118.0 million of term loans (the “Closing Date Term Loans”) and (ii) $10.0 million of Delayed Draw Term Loans (together, with the Closing Date Term Loans, the “2025 Term Loans”) for an aggregate amount of $128.0 million maturing on April 16, 2030 .

We used the proceeds from the 2025 Term Loan Credit Agreement to repay all of our outstanding obligations under our previous 2021 Term Loan Facility.

Under the 2025 Term Loan Credit Agreement, interest rates on the 2025 Term Loans are determined based on the type of Term Loan, certain time periods, our Consolidated Net Leverage Ratio and whether the Delayed Draw Funding Date (as defined in the 2025 Term Loan Credit Agreement) has occurred.

Outstanding borrowings under the 2025 Term Loan Facility currently bear interest at either:

1) one-month, three-month, or six-month term secured overnight finance rate (“SOFR”) with a duration adjustment, subject to a 2.00% floor, plus an applicable margin of 9.25% (“Adjusted Term SOFR Rate Loans”);

or 2) the greater of various benchmark rates, with certain adjustments, plus an applicable margin of 8.25% (“Base Rate Loans”).

For interest payments due before April 16, 2027, we may elect to pay a portion of interest in-kind (“PIK Election”), subject to a minimum cash interest of 5.25% for Adjusted Term SOFR Rate Loans and 4.25% for Base Rate Loans.

The applicable margin increases by 0.50% on borrowings to which the PIK Election is made.

Through October 16, 2026, we can elect to borrow up to an additional $10.0 million (“Delayed Draw”) under the 2025 Term Loan Facility, subject to satisfying certain conditions.

If we borrow under the Delayed Draw, the applicable margin for all outstanding borrowings increases by 0.50%.

Through October 16, 2026, we incur a 1.00% commitment fee on undrawn amounts under the Delayed Draw.

We may voluntarily prepay outstanding amounts under the 2025 Term Loan Facility, in whole or part without premium or penalty following April 16, 2027.

If we voluntarily prepay borrowings prior to April 16, 2026, we are subject to a prepayment premium equal to the present value at the prepayment date of (i) 2.00% of the outstanding principal amount of the 2025 Term Loans to be prepaid, plus (ii) all remaining scheduled interest payments due on such 2025 Term Loans through April 16, 2026 (excluding accrued but unpaid interest to, but not including, the prepayment date), computed using a discount rate equal to the Treasury Rate (determined as of the Business Day prior to such date of prepayment) plus 50 basis points.

If we voluntarily prepay borrowings prior to April 16, 2027, we are subject to a prepayment premium equal to 2.00% of the principal amount prepaid.

The 2025 Term Loan Facility is collateralized by all of our assets.

The 2025 Term Loan Facility has a first lien on all domestic assets, other than accounts receivable and inventory and has a second lien on domestic accounts receivable and inventory.

In connection with the repayment and termination of the 2021 Term Loan Facility, we expect to recognize a loss on extinguishment of debt of approximately $ 3.0 million in the second quarter of 2025.

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