What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-10-29 compared with 2025-08-07 · 156 added, 137 removed, 545 unchanged (35% of the section changed)

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

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

7 unchanged sentences

Loss on extinguishment of debt — — 3,007 —

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

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 )

Other income, net ( 70 ) ( 5,315 ) ( 2,858 ) ( 4,623 )

Loss before provision for income taxes and share of net income from joint venture ( 7,843 ) ( 3,839 ) ( 25,167 ) ( 22,700 )

Provision for income taxes ( 815 ) ( 903 ) ( 2,898 ) ( 1,194 )

Share of net income from joint venture 1,979 2,185 6,599 6,597

4 unchanged sentences

Other comprehensive income (loss) $ 806 $ 3,861 $ 8,385 $ ( 2,770 )

Comprehensive loss $ ( 3,648 ) $ ( 6,039 ) $ ( 7,208 ) $ ( 21,371 )

Comprehensive income (loss) $ ( 5,873 ) $ 1,304 $ ( 13,081 ) $ ( 20,067 )

Basic and diluted net loss per share $ ( 0.23 ) $ ( 0.13 ) $ ( 0.72 ) $ ( 0.59 )

2 unchanged sentences

Condensed Consolidated Balance Sheets

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

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

2025 December 31,

1 unchanged sentence

Cash and cash equivalents $ 12,215 $ 18,128

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

Accounts receivable, net of allowances of $ 1,630 and $ 1,515 at September 30, 2025 and December 31, 2024

63,037 61,549

4 unchanged sentences

Total current assets 169,939 167,562

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

Property, plant and equipment, net of accumulated depreciation of $ 259,229 and $ 240,532 at September 30, 2025 and December 31, 2024

161,887 162,034

20 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 June 30, 2025 and December 31, 2024

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

107,350 93,497

Stockholders’ equity:

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

Common stock - $ 0.01 par value per share, 90,000 shares authorized, 50,196 and 49,908 shares issued and outstanding at September 30, 2025 and December 31, 2024

Additional paid-in capital 443,936 455,811

4 unchanged sentences

See notes to condensed consolidated financial statements (unaudited).

Condensed Consolidated Statements of Cash Flows

Six Months Ended

Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended

September 30,

(in thousands) 2025 2024

1 unchanged sentence

Net loss $ ( 21,466 ) $ ( 17,297 )

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

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 26,756 35,152

2 unchanged sentences

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 )

Total derivative loss (gain), net of cash settlements ( 2,109 ) 582

Share of net income from joint venture, net of cash dividends received ( 3,551 ) ( 6,597 )

Gain on sale of business — ( 7,154 )

Share-based compensation expense 2,377 2,347

8 unchanged sentences

Other operating liabilities ( 5,256 ) 2,739

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

Net cash provided by operating activities 7,124 4,389

Cash flows from investing activities

1 unchanged sentence

Proceeds from sale of property, plant, and equipment 1,837 266

Net cash used in investing activities ( 7,179 ) ( 8,815 )

Proceeds received from sale of business — 17,000

Net cash provided by (used in) investing activities ( 9,221 ) 1,914

Cash flows from financing activities

8 unchanged sentences

Other ( 3,351 ) ( 2,262 )

Net cash provided by financing activities 1,563 1,569

Net cash used in financing activities ( 5,277 ) ( 15,633 )

Effect of exchange rate changes on cash flows 1,461 ( 124 )

4 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

September 30,

(in thousands) 2025 2024

4 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Three Months Ended June 30, 2025 and 2024

Three Months Ended September 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

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

Net loss — — — ( 6,679 ) — ( 6,679 )

4 unchanged sentences

Other comprehensive income — — — — 806 806

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

Balance as of September 30, 2025 50,196 $ 502 $ 443,936 $ ( 355,087 ) $ ( 39,782 ) $ 49,569

Common Stock Additional

1 unchanged sentence

(in thousands) Number of shares Par

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

Net loss — — — ( 2,557 ) — ( 2,557 )

Dividends accrued for preferred stock — — ( 3,977 ) — — ( 3,977 )

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

Shares issued under stock incentive plans, net of forfeitures ( 82 ) ( 1 ) 1 — — —

Share-based compensation expense — — 811 — — 811

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

Other comprehensive income — — — — 3,861 3,861

Balance as of September 30, 2024 49,950 $ 499 $ 459,245 $ ( 312,645 ) $ ( 40,525 ) $ 106,574

See notes to condensed consolidated financial statements (unaudited).

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Six Months Ended June 30, 2025 and 2024

Nine Months Ended September 30, 2025 and 2024

Common Stock Additional

8 unchanged sentences

Other comprehensive income — — — — 8,385 8,385

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

Balance as of September 30, 2025 50,196 $ 502 $ 443,936 $ ( 355,087 ) $ ( 39,782 ) $ 49,569

Common Stock Additional

9 unchanged sentences

Other comprehensive loss — — — — ( 2,770 ) ( 2,770 )

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

Balance as of September 30, 2024 49,950 $ 499 $ 459,245 $ ( 312,645 ) $ ( 40,525 ) $ 106,574

See notes to condensed consolidated financial statements (unaudited).

Notes to Condensed Consolidated Financial Statements

June 30, 2025

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

As of September 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 and six months ended June 30, 2025 and 2024;

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.

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

and cash flows for the nine months ended September 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.

3 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 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.

The results for the three and nine months ended September 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.

4 unchanged sentences

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.

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 September 30, 2025 Form 10-Q.

Accounting Standards Not Yet Adopted

9 unchanged sentences

Companies may early adopt and can apply the guidance prospectively or retrospectively.

The Company has not yet determined the potential impact of adopting this standard.

The Company is in the process of assessing the potential impact of adopting this standard.

Assets Held for Sale

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.

The assets, which we own, have been classified as held for sale as of September 30, 2025 as we are actively marketing the property and equipment for sale.

During the three months ended September 30, 2025, we sold a bu ilding and machinery and equipment for $ 1.7 million resulting in a loss of $ 0.4 million , and the net book value of remaining assets held for sale of $ 1.0 million is included in “Other current assets” on the Condensed Consolidated Balance Sheets as of September 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 benefit (provision) for income taxes and share of net income from joint venture.

Three Months Ended June 30, 2025 Mobile

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 September 30, 2025 Mobile

Solutions Power

Solutions Corporate and Eliminations Total

Sales $ 63,391 $ 44,641 ( 111 ) $ 107,921

Net sales $ 59,117 $ 44,948 ( 183 ) $ 103,882

Cost of sales 52,286 34,318 ( 194 ) 86,410

4 unchanged sentences

Interest expense 5,666

Loss on extinguishment of debt 3,007

Other income, net ( 70 )

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

Three Months Ended June 30, 2024 Mobile

Loss before provision for income taxes and share of net income from joint venture $ ( 7,843 )

Three Months Ended September 30, 2024 Mobile

Solutions Power

Solutions Corporate and Eliminations Total

Sales $ 72,855 $ 50,151 ( 14 ) $ 122,992

Net sales $ 70,678 $ 42,935 ( 26 ) $ 113,587

Cost of sales 62,072 35,093 ( 34 ) 97,131

5 unchanged sentences

Other income, net ( 5,315 )

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

Six Months Ended June 30, 2025 Mobile

Loss before provision for income taxes and share of net income from joint venture $ ( 3,839 )

Nine Months Ended September 30, 2025 Mobile

Solutions Power

Solutions Corporate and Eliminations Total

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

Net sales $ 184,752 $ 133,096 ( 356 ) $ 317,492

Cost of sales 164,553 103,583 ( 381 ) 267,755

6 unchanged sentences

Other income, net ( 2,858 )

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

Six Months Ended June 30, 2024 Mobile

Loss before provision for income taxes and share of net income from joint venture $ ( 25,167 )

Nine Months Ended September 30, 2024 Mobile

Solutions Power

Solutions Corporate and Eliminations Total

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

Net sales $ 216,593 $ 141,324 ( 140 ) $ 357,777

Cost of sales 188,128 111,512 ( 166 ) 299,474

4 unchanged sentences

Interest expense 16,643

Other expense, net 692

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

Other income, net ( 4,623 )

Loss before provision for income taxes and share of net income from joint venture $ ( 22,700 )

_______________________________

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

10 unchanged sentences

The following table summarizes total assets by reportable segment.

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Mobile Solutions (1) $ 292,003 $ 294,204

3 unchanged sentences

_______________________________

(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).

(1) Total assets in Mobile Solutions includes $ 39.5 million and $ 35.0 million as of September 30, 2025 and December 31, 2024, respectively, related to our investment in a joint venture (see Note 7).

Revenue from Contracts with Customers

6 unchanged sentences

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

Three Months Ended June 30, 2025 Mobile

Three Months Ended September 30, 2025 Mobile

Solutions Power

6 unchanged sentences

Total net sales $ 59,117 $ 44,948 $ ( 183 ) $ 103,882

Three Months Ended June 30, 2024 Mobile

Three Months Ended September 30, 2024 Mobile

Solutions Power

6 unchanged sentences

Total net sales $ 70,678 $ 42,935 $ ( 26 ) $ 113,587

Six Months Ended June 30, 2025 Mobile

Nine Months Ended September 30, 2025 Mobile

Solutions Power

6 unchanged sentences

Total net sales $ 184,752 $ 133,096 $ ( 356 ) $ 317,492

Six Months Ended June 30, 2024 Mobile

Nine Months Ended September 30, 2024 Mobile

Solutions Power

7 unchanged sentences

Sales Concentration

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

During the nine months ended September 30, 2025, a customer in our Mobile Solutions segment represented 11 % 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 $ 0.5 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.

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

Revenue recognized for performance obligations satisfied or partially satisfied during the nine months ended September 30, 2025 included $ 0.2 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 September 30, 2024 and December 31, 2023, respectively.

Revenue recognized for performance obligations satisfied during the nine months ended September 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 June 30, 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 September 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 balance of trade accounts receivable was $ 64.4 million and $ 65.5 million as of September 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

Nine Months Ended

September 30, 2025 September 30, 2024

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

3 unchanged sentences

Balance at end of period $ 1,630 $ 1,913

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 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.

We participate in programs that allow us to sell certain receivables from customers on a non-recourse basis to third-party financial institutions.

During the nine months ended September 30, 2025 and 2024, we incurred fees of $ 0.4 million and $ 0.9 million, respectively, related to the sale of receivables, which is recorded in the “Other income, net” line item on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

As of September 30, 2025 there were no customers that represented 10% of consolidated accounts receivable and as of December 31, 2024, one customer represented 11 % of consolidated accounts receivable.

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

Inventories are comprised of the following amounts:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Raw materials $ 23,109 $ 20,664

8 unchanged sentences

Amortization ( 2,515 ) ( 7,701 ) ( 10,216 )

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

Balance as of September 30, 2025 $ 13,134 $ 21,060 $ 34,194

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 six months ended June 30, 2025 and 2024.

There were no impairment charges for the nine months ended September 30, 2025 and 2024.

Investment in Joint Venture

5 unchanged sentences

Share of earnings 6,599

Dividends paid by joint venture ( 3,048 )

Foreign currency translation gain 963

Balance as of June 30, 2025 $ 40,312

Balance as of September 30, 2025 $ 39,485

The following table presents amounts outstanding on our debt facilities .

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Term loan facilities $ 119,795 $ 114,397

5 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 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.

(1) In addition to this amount, costs of $ 0.9 million and $ 1.2 million related to the ABL Facility were recorded in other non-current assets as of September 30, 2025 and December 31, 2024, respectively.

We capitalized interest costs of $ 0.6 million and $ 1.0 million in the nine months ended September 30, 2025 and 2024, respectively, related to construction in progress.

Term Loan Facility

7 unchanged sentences

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.

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 %.

At September 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 13.51 %.

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

6 unchanged sentences

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.

We were in compliance with the financial covenants of the Term Loan Facility as of September 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.

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

10 unchanged sentences

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.

During the nine months ended September 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.

2 unchanged sentences

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”).

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

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”).

For the nine months ended September 30, 2025, based on the Alternative Base Rate, the average interest rate paid on outstanding borrowings under the ABL Facility was 6.13 % .

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.

3 unchanged sentences

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

As of September 30, 2025, there were no outstanding borrowings under the ABL Facility, $ 10.4 million of outstanding letters of credit, and $ 29.3 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 the financial covenants of the ABL Facility as of June 30, 2025.

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

Sale-Leaseback Transactions

18 unchanged sentences

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 2.23 % at June 30, 2025.

These loans, which were obtained to fund working capital and equipment purchases, had a weighted average interest rate of 2.24 % at September 30, 2025.

Preferred Stock

3 unchanged sentences

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 %, and each year thereafter.

On March 22, 2026, the cash dividend rate and in-kind dividend rate will 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.

5 unchanged sentences

Note 16 discusses the accounting for these features.

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.

As of September 30, 2025, the carrying value of the Series D Preferred Stock shares was $ 107.4 million, which included $ 60.7 million of accumulated unpaid and deemed dividends.

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

Balance as of December 31, 2024 $ 93,497

1 unchanged sentence

Amortization 4,414

Balance as of June 30, 2025 $ 102,518

Balance as of September 30, 2025 $ 107,350

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

Six Months Ended

Nine Months Ended

September 30,

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

4 unchanged sentences

Right-of-use assets obtained in exchange for new finance lease liabilities 1,755 1,482

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).

We recognized sublease income of $ 2.9 million and $ 2.9 million in the nine months ended September 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 June 30, 2025 December 31, 2024

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

Finance lease assets Property, plant and equipment, net 18,093 16,579

19 unchanged sentences

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 ( 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.

Our effective tax rate was ( 10.4 )% and ( 11.5 )% for the three and nine months ended September 30, 2025, respectively, and ( 23.5 )% and ( 5.3 )% for the three and nine months ended September 30, 2024, respectively.

The effective tax rate for the three and nine months ended September 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.

2 unchanged sentences

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.

The impact of OBBBA is not material to our consolidated financial statements and will not have a significant impact on the Company’s effective tax rate due to the full valuation allowance in the U.S.

We continue to monitor additional guidance issued relation to OBBBA.

Net Loss Per Common Share

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

11 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

3 unchanged sentences

Total antidilutive securities 2,401 2,525 2,448 2,518

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).

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 nine months ended September 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.

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

3 unchanged sentences

Restricted Stock

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

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

Shares Weighted Average Grant-Date

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Forfeited ( 209 ) 2.58

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.

Unvested at September 30, 2025 2,027 $ 2.08

During the nine months ended September 30, 2025, we granted 682,000 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 six months ended June 30, 2025, was $ 1.9 million.

Total grant date fair value of restricted stock that vested in the nine months ended September 30, 2025, was $ 2.0 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 June 30, 2025, and activity during the six months then ended.

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

Nonvested PSU Awards Weighted Average Grant-Date

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Granted 266 2.22

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.

Vested ( 12 ) 2.53

Forfeited ( 60 ) 3.25

Nonvested at September 30, 2025 3,865 $ 1.48

During the nine months ended September 30, 2025, we granted 266,000 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 March 31, 2025 $ ( 45,042 ) $ — $ ( 45,042 )

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

Other comprehensive income (loss) before reclassifications 806 — 806

Net other comprehensive income (loss) 806 — 806

Balance as of September 30, 2025 $ ( 39,782 ) $ — $ ( 39,782 )

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

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

Other comprehensive income (loss) before reclassifications 3,970 — 3,970

1 unchanged sentence

Net other comprehensive income (loss) 3,970 ( 109 ) 3,861

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

Balance as of September 30, 2024 $ ( 40,525 ) $ — $ ( 40,525 )

Foreign Currency Translation Interest rate swap Total

2 unchanged sentences

Net other comprehensive income (loss) 8,385 — 8,385

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

Balance as of September 30, 2025 $ ( 39,782 ) $ — $ ( 39,782 )

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

2 unchanged sentences

Net other comprehensive income (loss) ( 1,763 ) ( 1,007 ) ( 2,770 )

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

Balance as of September 30, 2024 $ ( 40,525 ) $ — $ ( 40,525 )

______________________

8 unchanged sentences

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

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.

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 September 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 of common stock.

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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 six months ended June 30, 2025.

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

Balance as of December 31, 2024 $ 5,192

Change in fair value (1) ( 2,109 )

Balance as of June 30, 2025 $ 3,156

Balance as of September 30, 2025 $ 3,083

_______________________________

(1) Changes in the fair value are recognized in the “Other expense (income), net” line in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

(1) Changes in the fair value are recognized in the “Other income, net” line in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

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

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

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

(Level 1) Significant Other Observable Inputs

7 unchanged sentences

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 1.8 years and 2.0 years as of June 30, 2025 and December 31, 2024, respectively.

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

Interest Rate Swap

4 unchanged sentences

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 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).

During the three and nine months ended September 30, 2024, we recognized an interest benefit of $ 0.2 million and $ 1.0 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 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).

As of September 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 $ 153.9 million and $ 147.8 million, with a carrying amount of $ 154.9 million and $ 148.6 million, as of September 30, 2025 and December 31, 2024, respectively.

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).

Plant Optimization Activities

6 unchanged sentences

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 June 30, 2025.

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

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

6 unchanged sentences

Amounts paid ( 2,361 ) — ( 401 ) ( 2,762 )

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

Balance as of September 30, 2025 $ 705 $ — $ — $ 705

Voluntary Early Retirement Program

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.

During the nine months ended September 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.

On July 2, 2024, we completed the sale of our Lubbock operations, known as Industrial Molding Corporation (“IMC”), for $ 17.0 million in cash, subject to customary purchase price adjustments.

We received net proceeds of $ 15.4 million after paying certain transaction costs, which was used to repay a portion of the outstanding borrowings under the Term Loan Facility.

We determined that the sale of IMC did not represent a strategic shift that will have a major effect on the consolidated results of operations, therefore the results of this business will continue to be reported within our Power Solutions segment.

The gain on sale of business is recognized in the “Other income, net” line in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The following is a summary of the net gain recognized in connection with the divestiture:

Net proceeds $ 17,000

Net assets disposed 8,281

Direct costs to sell 1,565

Gain on sale of business $ 7,154

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