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What changed in Commercial Vehicle Group, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Commercial Vehicle Group, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+228 added−210 removedSource: 10-K (2026-03-10) vs 10-K (2025-03-17)

Top changes in Commercial Vehicle Group, Inc.'s 2025 10-K

228 paragraphs added · 210 removed · 161 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

34 edited+4 added−7 removed48 unchanged
Biggest changeThe Aftermarket & Accessories segment designs, manufactures and sells the following products: • Seats and components sold into the commercial vehicle channels that provide repair and refurbishing. These channels include Original Equipment Service ("OES") centers and retail distributors, and are spread across North America, Europe and Asia-Pacific. • Commercial vehicle accessories including wipers, mirrors, and sensors.
Biggest changeThese channels include Original Equipment Service ("OES") centers and retail distributors, and are spread across North America, Europe, and Asia-Pacific. • Office seats primarily sold into the commercial and home office furniture distribution channels in Europe and Asia-Pacific.
We primarily participate in the Class 6 and 7 portion of the medium-duty truck market. 3 Table of Contents The medium-duty truck market is influenced by overall economic conditions but has historically been less cyclical than the North American Class 8 truck market. Commercial Truck Aftermarket.
We primarily participate in the Class 6 and 7 portion of the medium-duty truck market. The medium-duty truck market is influenced by overall economic conditions but has historically been less cyclical than the North American Class 8 truck market. 3 Table of Contents Commercial Truck Aftermarket.
The Electrical Systems segment designs, manufactures and sells the following products: • Cable and harness assemblies for both high and low voltage applications, control boxes, dashboard assemblies and design and engineering for these applications. • The end markets for these products are construction, agricultural, industrial, automotive (both internal combustion and electric vehicles), truck, mining, rail, marine, power generation and the military/ defense industries in North America, Europe and Asia-Pacific.
The Global Electrical Systems segment designs, manufactures and sells the following products: • Cable and harness assemblies for both high and low voltage applications, control boxes, dashboard assemblies and design and engineering for these applications. • The end markets for these products are construction, agricultural, industrial, automotive (both internal combustion and electric vehicles), truck, mining, rail, marine, power generation and the military/ defense industries in North America, Europe and Asia-Pacific.
ELECTRICAL SYSTEMS SEGMENT OVERVIEW Electrical Systems Segment Products Wire Harness Assemblies . We design, engineer and produce a wide range of high and low voltage electrical wire systems for vehicles and subsystems, which include Ethernet, battery cables and power distribution boxes.
GLOBAL ELECTRICAL SYSTEMS SEGMENT OVERVIEW Electrical Systems Segment Products Wire Harness Assemblies . We design, engineer and produce a wide range of high and low voltage electrical wire systems for vehicles and subsystems, which include Ethernet, battery cables and power distribution boxes.
Item 1. Business COMPANY OVERVIEW Commercial Vehicle Group, Inc. and its subsidiaries, is a global provider of systems, assemblies and components to the global commercial vehicle market and the electric vehicle markets. We deliver real solutions to complex design, engineering and manufacturing problems while creating positive change for our customers, industries, and communities we serve.
Item 1. Business COMPANY OVERVIEW Commercial Vehicle Group, Inc. and its subsidiaries, is a global provider of systems, assemblies and components to global commercial vehicle markets and electric vehicle markets. We deliver real solutions to complex design, engineering and manufacturing problems while creating positive change for our customers, industries, and communities we serve.
Approximately 75% of our European, Asian and Australian operations are represented by some form of shop steward committees. The Company is committed to establishing and developing a workforce to support our long-term diversification and growth strategy through targeted external recruiting, and internal development and succession planning.
Approximately 62% of our European, Asian and Australian operations are represented by some form of shop steward committees. The Company is committed to establishing and developing a workforce to support our long-term diversification and growth strategy through targeted external recruiting, and internal development and succession planning.
The Vehicle Solutions segment designs, manufactures and sells the following products: • Commercial vehicle seats for the global commercial vehicle markets including heavy duty trucks, medium duty trucks, last mile delivery trucks and vans, construction and agriculture equipment in North America, Europe and Asia-Pacific.
The Global Seating segment designs, manufactures and sells the following products: • Commercial vehicle seats for the global commercial vehicle markets including heavy duty trucks, medium duty trucks, last mile delivery trucks and vans, construction and agriculture equipment in North America, Europe and Asia-Pacific.
Normally we do not carry inventories of raw materials or finished products in excess of what is reasonably required to meet production 4 Table of Contents and shipping schedules, as well as service requirements. Steel, aluminum, petroleum-based products, copper, resin, foam, fabrics, wire and wire components comprise the most significant portion of our raw material costs.
Normally we do not carry inventories of raw materials or finished products in excess of what is reasonably required to meet production and shipping schedules, as well as service requirements. Steel, aluminum, petroleum-based products, copper, resin, foam, fabrics, wire and wire components comprise the most significant portion of our raw material costs.
More information on these policies can be found on our website under the caption “About Us - CVG Policies,” including highlights of our ongoing Environmental, Social and Governance (“ESG”) efforts related to safety, quality, environmental, community engagement and corporate governance. 6 Table of Contents AVAILABLE INFORMATION We maintain a website on the Internet at www.cvgrp.com.
More information on these policies can be found on our website under the caption “About Us - CVG Policies,” including highlights of our ongoing Environmental, Social and Governance (“ESG”) efforts related to safety, quality, environmental, community engagement and corporate governance. AVAILABLE INFORMATION We maintain a website on the Internet at www.cvgrp.com.
VEHICLE SOLUTIONS SEGMENT OVERVIEW Vehicle Solutions Segment Products Set forth below is a brief description of our products manufactured in the Vehicle Solutions Segment and their applications. Seats and Seating Systems . We design, engineer and produce seats for MD/HD truck, bus, construction, agriculture and military markets. Our seats are primarily sold fully-assembled and ready for installation.
GLOBAL SEATING SEGMENT OVERVIEW Global Seating Segment Products Set forth below is a brief description of our products manufactured in the Global Seating Segment and their applications. Seats and Seating Systems . We design, engineer and produce seats for MD/HD truck, bus, construction, agriculture and military markets. Our seats are primarily sold fully-assembled and ready for installation.
Our principal products in this category include: Molded Products. Our molded products include both large and small parts. Specific components include vinyl or cloth-covered appliqués ranging from a traditional cut and sew approach to a contemporary molded styling theme, armrests, map pocket compartments, and sound-reducing insulation. Instrument Panels.
Our principal products in this category include: Molded Products. Our molded products include both large and small parts. Specific components include vinyl or cloth-covered appliques ranging from a traditional cut and sew approach to a contemporary molded styling theme, armrests, map pocket compartments, and sound-reducing insulation. Instrument Panels.
Stringent fines and penalties may be imposed for noncompliance with these laws. In addition, environmental laws could impose liability for costs associated with investigating and remediating contamination at the Company’s facilities or at third-party facilities at which the Company may arrange for the disposal treatment of hazardous materials.
Stringent fines and penalties may be imposed for noncompliance 5 Table of Contents with these laws. In addition, environmental laws could impose liability for costs associated with investigating and remediating contamination at the Company’s facilities or at third-party facilities at which the Company may arrange for the disposal treatment of hazardous materials.
Such information is available as soon as such reports are filed with the SEC. Additionally, our Code of Ethics may be accessed within the Investor Relations section of our website. Information found on our website is not part of this Annual Report on Form 10-K or any other report filed with the SEC.
Such information is available as soon as such reports are filed with the SEC. Additionally, our Code of Ethics may be accessed within the Investor Relations section of our 6 Table of Contents website. Information found on our website is not part of this Annual Report on Form 10-K or any other report filed with the SEC.
Our seats are built to meet customer requirements in low volumes and produced in numerous feature combinations to form a full-range product line with a wide range of price points. Our seats are sold under multiple brands, including KAB Seating ™ , National Seating ™ , Bostrom Seating ® , and Stratos ™ . Plastic Assemblies and Components .
Our seats are built to meet customer requirements in low volumes and produced in numerous feature combinations to form a full-range product line with a wide range of price points. Our seats are sold under multiple brands, including KAB Seating ™ , National Seating ™ , Bostrom Seating ® , and Stratos ™ .
We design, engineer and produce plastic components and assemblies for MD/HD, power sports vehicles, specialty vehicle applications, and diversified markets. We offer thermoformed products, injection molded products, reaction injection molded products (RIM), and decorated / hydrographic finished products. We also assemble components and fabrics to these formed plastic parts and deliver complete subassemblies in bulk and in sequence.
We design, engineer and produce plastic components and assemblies for MD/HD trucks, power sports vehicles, specialty vehicle applications, and diversified markets. We offer thermoformed products, injection molded products, and reaction injection molded products (RIM). We also assemble components and fabrics to these formed plastic parts and deliver complete subassemblies in bulk and in sequence.
During regular engagements with our global leadership team, we highlight how our organizational evolution benefits from a culture of diversity. Among our global workforce, 51% is female, and among our domestic workforce, 32% is racially diverse.
During regular engagements with our global leadership team, we highlight how our organizational evolution benefits from a culture of diversity and belonging. Among our global workforce, 50% is female, and among our domestic workforce, 32% is racially diverse.
We produce and assemble instrument panels that can be integrated with the rest of the interior trim. The instrument panel is a complex system of coverings and foam, plastic and metal parts designed to house various components and act as a safety device for the vehicle occupant. Plastics Decorating and Finishing .
We produce and assemble instrument panels that can be integrated with the rest of the interior trim. The instrument panel is a complex system of coverings and foam, plastic and metal parts designed to house various components and act as a safety device for the vehicle occupant. Cab Interiors.
It is customary for the Company to employ temporary employees to both flex up/down to demand rates. Of our permanent workforce, approximately 1,000 (16%) are salaried and the remainder are hourly. As of December 31, 2024, all of the Company's U.S. employees are non-union and a majority of the Company's personnel in Mexico are unionized.
It is customary for the Company to employ temporary employees to both flex up/down to demand rates. Of our permanent workforce, approximately 950 (15%) are salaried and the remainder are hourly. As of December 31, 2025, all of the Company's U.S. employees are non-union and a majority of the Company's personnel in Mexico are unionized.
Certain component purchases and suppliers are directed by our customers, so we generally will pass through directly to the customer cost changes from these components. We generally are not dependent on a single supplier or limited group of suppliers for our raw materials.
We strive to align our customer pricing and material costs to minimize the impact of price fluctuations. Certain component purchases and suppliers are directed by our customers, so we generally will pass through directly to the customer cost changes from these components. We generally are not dependent on a single supplier or limited group of suppliers for our raw materials.
Commercial vehicles are used in a wide variety of end markets, including local and long-haul commercial trucking, bus, construction, mining, agricultural, military, industrial, municipal, off-road recreational and specialty vehicle markets.
OUR CONSOLIDATED OPERATIONS Primary Industries Served Commercial Vehicle Market. Commercial vehicles are used in a wide variety of end markets, including local and long-haul commercial trucking, bus, construction, mining, agricultural, military, industrial, municipal, off-road recreational and specialty vehicle markets.
Research and development costs for the years ended December 31, 2024, 2023 and 2022 totaled $8.3 million, $6.2 million and $7.1 million, respectively.
Research and development costs for the years ended December 31, 2025, 2024 and 2023 totaled $8.0 million, $8.3 million and $6.2 million, respectively.
Our electrical systems segment products are sold into the construction, agriculture, industrial and electric vehicles, traditional automotive, mining, rail, marine, power generation and the military/defense industries in North America, Europe and Asia-Pacific.
Our electrical systems segment products are sold into the construction, agriculture, industrial and electric vehicles, traditional automotive, mining, rail, marine, power generation and the military/defense industries in North America, Europe and Asia-Pacific. 2 Table of Contents TRIM SYSTEMS AND COMPONENTS SEGMENT OVERVIEW Trim Systems and Components Segment Products Plastic Assemblies and Components .
Human Capital, Environmental, Social and Governance As of December 31, 2024, CVG employs approximately 6,900 employees of which 6,400 are permanent employees and 500 are temporary employees. Approximately 5,300 (83%) of the Company's permanent employees are located outside of the United States and 1,100 (17%) are located in the United States.
Human Capital, Environmental, Social and Governance As of December 31, 2025, CVG employs approximately 6,500 employees of which 6,100 are permanent employees and 400 are temporary employees. Approximately 5,300 (86%) of the Company's permanent employees are located outside of the United States and 800 (14%) are located in the United States.
We design, manufacture and provide a variety of interior design products including armrests, grab handles, storage systems, floor coverings, floor mats, sleeper bunks, headliners, wall panels, and privacy curtains that can be part of the overall cab structure or standalone assemblies depending on the customer application. 2 Table of Contents Our plastic products are sold under the AdvancTEK ™ brand name.
We design, manufacture and provide a variety of interior design products including armrests, grab handles, storage systems, floor coverings, floor mats, sleeper bunks, headliners, wall panels, and privacy curtains that can be part of the overall cab structure or standalone assemblies depending on the customer application. Accessories .
Class 8 vehicles are trucks with gross vehicle weight in excess of 33,000 lbs. and Classes 5 through 7 vehicles are trucks with gross vehicle weight from 16,001 lbs. to 33,000 lbs. The following describes the major markets within the commercial vehicle market in which the Vehicle Solutions Segment competes: Class 8 Truck Market.
Class 8 vehicles are trucks with gross vehicle weight in excess of 33,000 lbs. and Classes 5 through 7 vehicles are trucks with gross vehicle weight from 16,001 lbs. to 33,000 lbs. The following describes the major markets within the commercial vehicle market in which the Global Seating and Trim Systems and Component Segments compete: Class 8 Truck Market.
We own U.S. federal trademark registrations for several of our product brands. 5 Table of Contents Environmental The Company is subject to changing federal, state, foreign and local laws and regulations governing the protection of the environment and occupational health and safety, including laws regulating air emissions, wastewater discharges, generation, storage, handling, use and transportation of hazardous materials; the emission and discharge of hazardous materials into the soil, ground or air; and the health and safety of our colleagues.
Environmental The Company is subject to changing federal, state, foreign and local laws and regulations governing the protection of the environment and occupational health and safety, including laws regulating air emissions, wastewater discharges, generation, storage, handling, use and transportation of hazardous materials; the emission and discharge of hazardous materials into the soil, ground or air; and the health and safety of our colleagues.
We typically purchase steel, copper and petroleum-based products at market prices that are fixed over varying periods of time. Due to the volatility in pricing, we use methods such as market index pricing and competitive bidding to assist in reducing our overall cost. We strive to align our customer pricing and material costs to minimize the impact of price fluctuations.
We typically purchase steel, copper and petroleum-based products at market prices that are fixed over varying periods of time. Due to the volatility in 4 Table of Contents pricing, we use methods such as market index pricing and competitive bidding to assist in reducing our overall cost.
These products are sold both as Original Equipment and as repair products. • Office seats primarily sold into the commercial and home office furniture distribution channels in Europe and Asia-Pacific. 1 Table of Contents The charts below display CVG's net sales by segment and geography for the year ended December 31, 2024.
These products are sold both as Original Equipment and as repair products. 1 Table of Contents The charts below display CVG's net sales by segment and geography for the year ended December 31, 2025.
AFTERMARKET & ACCESSORIES SEGMENT OVERVIEW Aftermarket & Accessories Segment Products We design, manufacture, and provide a variety of seats, mirrors, wipers and wiper systems sold into the commercial MD/HD truck, military and specialty power sports vehicles, electric vehicle, office and home office markets.
We design, manufacture and provide a variety of mirrors, wipers and wiper systems sold into the commercial MD/HD truck, military and specialty power sports vehicles, electric vehicle, office and home office markets. Trim Systems and components products are sold under the AdvancTEK ™ , Moto Mirror ® , Sprague Devices ® , and RoadWatch ® brand names.
We have established company-wide environmental, human rights and labor rights policies that outline the Company’s standards for all business operations.
CVG is committed to operating in an ethical and sustainable manner that benefits all our stakeholders including customers, employees, shareholders and the communities we serve. We have established company-wide environmental, human rights and labor rights policies that outline the Company’s standards for all business operations.
Certain of our facilities manufacture and sell products through multiple business segments. The products produced by each of our segments are more specifically described below.
Our segments offer various products which are sold into many end user markets such as internal combustion commercial vehicles, electric vehicles, construction and agriculture equipment, power sports, and military. Certain of our facilities manufacture and sell products through multiple business segments. The products produced by each of our segments are more specifically described below.
This segment includes a portion of the Company’s activities in the electric vehicle market. • Plastic & Trim components primarily for the North America commercial vehicle market, medium-duty/heavy-duty ("MD/HD") truck market, and power sports markets.
The Trim Systems and Components segment designs, manufactures and sells the following products: • Plastic components ("Trim") primarily for the North America commercial vehicle market, MD/HD truck market and power sports markets. • Commercial vehicle accessories including wipers, mirrors, and sensors.
Our Long-term Strategy Refer to Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations. SEGMENTS During the year ended December 31, 2024, the Company sold its cab structures business with operations in Kings Mountain, North Carolina and its First Source Electronics (FSE) business with operations in Elkridge, Maryland.
Our Long-term Strategy Refer to Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations. SEGMENTS During the quarter ended March 31, 2025, the Company completed a strategic reorganization of its operations into three segments: Global Seating, Global Electrical Systems, and Trim Systems and Components.
Safety - The safety of our workforce has always been a top priority and the Company is proud of our safety record, which includes four consecutive years of declining recordable incidents and six consecutive years of declining incident rates.
Safety - The safety of our workforce has always been a top priority, and the Company is proud of our safety record, which has seen five years of safety performance well ahead of industry standards. Our 2025 full year incident rate of 0.34 is below the industry benchmarks and a direct result of our commitment to a safe workplace.
Removed
The FSE business was the Company's Industrial Automation segment. These divestitures represent a strategic shift in CVG's business and, in accordance with U.S. GAAP, qualified as discontinued operations. As a result, the operating results related to the cab structures business and Industrial Automation segment have been reflected as discontinued operations in the Consolidated Statements of Operations.
Added
The reorganization was designed to enhance alignment with its customers and end markets which will allow the Company to better focus on growth opportunities, capital allocation and enhancing shareholder value. As a result of the strategic reorganization, the prior period amounts have been revised to conform to the Company’s current period presentation.
Removed
See Note 17, Discontinued Operations, for additional information on the divestitures. As a result of classifying the Industrial Automation reporting segment as a discontinued operation, CVG has three reportable segments for 2024: Vehicle Solutions, Electrical Systems and Aftermarket & Accessories.
Added
The Company’s Chief Operating Decision Maker, its President and Chief Executive Officer, reviews financial information for these three reportable segments and makes decisions regarding the allocation of resources based on these segments. See Note 16, Segment Reporting, for more information.
Removed
The financial information reported for Vehicle Solutions and Aftermarket & Accessories excludes the activity from the Kings Mountain, North Carolina facility as a result of the divestiture. Our segments offer various products which are sold into many end user markets such as internal combustion commercial vehicles, electric vehicles, construction and agriculture equipment, power sports, and military.
Added
This segment includes a portion of the Company’s activities in the electric vehicle market. • Seats and components sold into the commercial vehicle channels that provide repair and refurbishing.
Removed
We offer customers a wide variety of cost-effective finishes in paint, ultra violet, hard coating and customized industrial hydrographic films (simulated appearance of wood grain, carbon fiber, brushed metal, marbles, camouflage and custom patterns), and other interior and exterior finishes. Cab Interiors.
Added
We own U.S. federal trademark registrations for several of our product brands.
Removed
These products are sold under various brands including, Bostrom ® , National Seating ™ , Moto Mirror ® , KAB Seating ™ (for both vehicles and Office markets), Sprague Devices ® and RoadWatch ® .
Removed
Our aftermarket products are primarily sold through the Original Equipment Service (OES) sales channel and direct into the retail aftermarket as replacements for original equipment in North America, Europe and Asia Pacific. OUR CONSOLIDATED OPERATIONS Primary Industries Served Commercial Vehicle Market.
Removed
Our 2024 full year incident rate of 0.34 is below the industry benchmarks and a 9% decrease year over year while working approximately 90,000 fewer hours. CVG is committed to operating in an ethical and sustainable manner that benefits all our stakeholders including customers, employees, shareholders and the communities we serve.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

50 edited+31 added−4 removed138 unchanged
Biggest changeThere are certain risks inherent in our international business activities including, but not limited to: • the difficulty of enforcing agreements and collecting receivables through certain foreign legal systems; • foreign customers, who may have longer payment cycles than customers in the U.S.; • foreign currency exchange rate fluctuations affecting our ability to match revenue received with costs; • tax rates in certain foreign countries, which may exceed those in the U.S., withholding requirements or the imposition of tariffs, exchange controls or other restrictions, including restrictions on repatriation, of foreign earnings; • intellectual property protection difficulties; • general economic and political conditions, along with major differences in business culture and practices, including the challenges of dealing with business practices that may impact the company’s compliance efforts, in countries where we operate; • exposure to local social unrest, including any acts of war, terrorism or similar events; • exposure to local minimum wage requirements; • the difficulties associated with managing a large organization spread throughout various countries; and • complications in complying with a variety of laws and regulations related to doing business with and in foreign countries, some of which may conflict with U.S. law or may be vague or difficult to comply with.
Biggest changeThere are certain risks inherent in our international business activities including, but not limited to: • the difficulty of enforcing agreements and collecting receivables through certain foreign legal systems; • foreign customers, who may have longer payment cycles than customers in the U.S.; • changes in the global trade environment, including potential deterioration in geopolitical or trade relations between countries; • foreign currency exchange rate fluctuations affecting our ability to match revenue received with costs; • tax rates in certain foreign countries, which may exceed those in the U.S., withholding requirements or the imposition of tariffs, exchange controls or other restrictions, including restrictions on repatriation, of foreign earnings; • tariffs, duties or other costs attributable to the importation of raw materials, parts, products and services, which could impact sales and/or delivery of products and services outside the U.S. and/or impose increased costs on us, our supply chain or our customers; • intellectual property protection difficulties; • general economic and political conditions, along with major differences in business culture and practices, including the challenges of dealing with business practices that may impact the company’s compliance efforts, in countries where we operate; • exposure to local social unrest, including any acts of war, terrorism, international tensions, conflicts or similar events; • exposure to local minimum wage requirements; • the difficulties associated with managing a large organization spread throughout various countries; and 10 Table of Contents • complications in complying with a variety of laws and regulations related to doing business with and in foreign countries, some of which may conflict with U.S. law or may be vague or difficult to comply with, as well as U.S. laws affecting the activities of U.S. companies abroad.
We are committed to supplying products to our customers at selling prices that may, with the benefit of hindsight, not be sufficient to cover the direct cost to produce such products, which may be as a result of among other factors, inflation, new tariffs or increased employment costs due to increasingly competitive labor markets or other factors.
We are committed to supplying products to our customers at selling prices that may, with the benefit of hindsight, not be sufficient to cover the direct cost to produce such products, which may be as a result of factors such as, inflation, new tariffs or increased employment costs due to increasingly competitive labor markets or other factors.
Our indebtedness, combined with our lease and other financial obligations and contractual commitments could have other important consequences to our stockholders, including: • making it more difficult for us to satisfy our obligations with respect to our indebtedness, including the revolving credit facility, term loan and our other debt instruments, and any failure to comply with the obligations of any of our debt instruments, including financial and other restrictive covenants, could result in an event of default under the revolving credit facility or term loan and the governing documents of our debt instruments; • the possibility that we may be unable to generate cash sufficient to pay, when due, the principal of, interest on or other amounts due in respect of our indebtedness; • making us more vulnerable to adverse changes in general economic, industry and competitive conditions; • require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flows to fund working capital, capital expenditures, acquisitions and other general corporate purposes; • limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • placing us at a competitive disadvantage compared to our competitors that have less debt; and • limiting our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, or execution of our business strategy or other purposes.
Our indebtedness, combined with our lease and other financial obligations and contractual commitments could have other important consequences to our stockholders, including: • making it more difficult for us to satisfy our obligations with respect to our indebtedness, including the revolving credit facility, term loan and our other debt instruments, and any failure to comply with the obligations of any of our debt instruments, including financial and other restrictive covenants, could result in an event of default under the revolving credit facility or term loan and the governing documents of our debt instruments; • the possibility that we may be unable to generate cash sufficient to pay, when due, the principal of, interest on or other amounts due in respect of our indebtedness; • making us more vulnerable to adverse changes in general economic, industry and competitive conditions; • require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flows to fund working capital, capital expenditures, acquisitions and other general corporate purposes; 16 Table of Contents • limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • placing us at a competitive disadvantage compared to our competitors that have less debt; and • limiting our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, or execution of our business strategy or other purposes.
Although we currently maintain alternative sources for most raw materials, from time to time, however, the prices and availability of these materials fluctuate due to global market demands and other considerations, which could impair the Company's ability to procure necessary materials, or increase the cost of such materials.
Although we currently maintain alternative sources for most raw materials, from time to time, the prices and availability of these materials fluctuate due to global market demands and other considerations, which could impair the Company's ability to procure necessary materials, or increase the cost of such materials.
These provisions include: • a prohibition on stockholder action through written consents; • a requirement that special meetings of stockholders be called only by the board of directors; • advance notice requirements for stockholder proposals and director nominations; • limitations on the ability of stockholders to amend, alter or repeal the by-laws; and • the authority of the board of directors to issue, without stockholder approval, preferred stock and common stock with such terms as the board of directors may determine.
These provisions include: • a prohibition on stockholder action through written consents; 17 Table of Contents • a requirement that special meetings of stockholders be called only by the board of directors; • advance notice requirements for stockholder proposals and director nominations; • limitations on the ability of stockholders to amend, alter or repeal the by-laws; and • the authority of the board of directors to issue, without stockholder approval, preferred stock and common stock with such terms as the board of directors may determine.
We purchase raw materials, fabricated components, assemblies and services from a variety of suppliers. Steel, aluminum, petroleum-based products, copper, resin, foam, fabrics, wire and wire components, semiconductor chips, electronics and electrical components account for the most significant portion of our raw material costs.
We purchase raw materials, fabricated components, assemblies and services from a variety of suppliers. Steel, aluminum, petroleum-based products, copper, resin, foam, fabrics, wire and wire components, electronics and electrical components account for the most significant portion of our raw material costs.
We source a variety of systems, components, raw materials and parts, including but not limited to top covers, fabricated steel, semiconductor chips, chemicals, seat-foam, air bag, air bag inflators, seat belts, and other components from third parties.
We source a variety of systems, components, raw materials and parts, including but not limited to top covers, fabricated steel, chemicals, seat-foam, air bag, air bag inflators, seat belts, and other components from third parties.
Where a customer halts production because of another supplier failing to deliver on time, we may not be fully compensated, if at all, and therefore our business and financial results could be adversely affected.
When a customer halts production because of another supplier failing to deliver on time, we may not be fully compensated, if at all, and therefore our business and financial results could be adversely affected.
If we violate or fail to comply with these laws and regulations or do 14 Table of Contents not have the requisite permits, we could be fined or otherwise sanctioned by regulators. In some instances, such a fine or sanction could have an adverse effect on our financial condition and results of operations.
If we violate or fail to comply with these laws and regulations or do not have the requisite permits, we could be fined or otherwise sanctioned by regulators. In some instances, such a fine or sanction could have an adverse effect on our financial condition and results of operations.
We believe it is important for us to continue to meet our customers’ demands for product innovation, improvement and enhancement, including the continued development of new-generation products, and design improvements and innovations that improve the quality and efficiency of our products including manufacturing seats with airbags, seatbelts and other safety devices and improvements.
We believe it is important for us to continue to meet our customers’ demands for product innovation, improvement and enhancement, including the continued 11 Table of Contents development of new-generation products, and design improvements and innovations that improve the quality and efficiency of our products including manufacturing seats with airbags, seatbelts and other safety devices and improvements.
As a supplier of products and systems, we face an inherent business risk of exposure to product liability claims in the event that our products, or the equipment into which our products are incorporated, malfunction and result in injury to person or property or death.
As a supplier of products and systems, we face an inherent business risk of exposure to product liability claims in the event that our products, or the equipment into which our products are incorporated, malfunction and result in injury to person or property 14 Table of Contents or death.
Retaining personnel with the right skills at competitive wages can be difficult in certain markets in which we are doing business, particularly those locations that are seeing much inbound investment and have highly mobile workforces. Additionally, attracting sufficiently well-educated and talented management, especially middle-management employees, in certain markets can be challenging.
Retaining personnel 12 Table of Contents with the right skills at competitive wages can be difficult in certain markets in which we are doing business, particularly those locations that are seeing much inbound investment and have highly mobile workforces. Additionally, attracting sufficiently well-educated and talented management, especially middle-management employees, in certain markets can be challenging.
A continued decline in our stock price 12 Table of Contents may trigger an evaluation of the recoverability of the recorded goodwill and other long-lived assets. Any charge for impairment could adversely affect our reported net income and our stockholders’ equity.
A continued decline in our stock price may trigger an evaluation of the recoverability of the recorded goodwill and other long-lived assets. Any charge for impairment could adversely affect our reported net income and our stockholders’ equity.
Future changes in the regulatory and business environments in which we operate, including increased trade protectionism and tariffs such as those recently announced by President Trump, and any retaliatory counter measures by affected countries, may adversely affect our ability to sell our products and source materials needed to manufacture our products.
Changes in the regulatory and business environments in which we operate, including increased trade protectionism and tariffs such as those announced by President Trump during 2025, and any retaliatory counter measures by affected countries, may adversely affect our ability to sell our products and source materials needed to manufacture our products.
The ERP system is critical to our ability to provide important information to our management, obtain and deliver products, provide services and customer support, fulfill contractual obligations, accurately maintain books and records, provide accurate, timely and reliable reports on our financial and operating results, and otherwise operate our business.
The ERP system is critical to our ability to provide important information to our management, obtain and deliver products, provide services and customer support, fulfill 18 Table of Contents contractual obligations, accurately maintain books and records, provide accurate, timely and reliable reports on our financial and operating results, and otherwise operate our business.
In addition to inflationary pressures, we may not be able to fully mitigate the impact of inflation or increased tariffs through price increases, productivity initiatives and cost savings, which could have an adverse effect on our results of operations.
We may not be able to fully mitigate the impact of inflation or increased tariffs through price increases, productivity initiatives and cost savings, which could have an adverse effect on our results of operations.
An economic or credit crisis could occur and impair credit availability and our ability to raise capital when needed. A disruption in the financial markets could impair our banking or other 7 Table of Contents business partners, on whom we rely for access to capital.
An economic or credit crisis could occur and impair credit availability and our ability to raise capital when needed. A disruption in the financial markets could impair our banking or other business partners, on whom we rely for access to capital.
As of December 31, 2024, a majority of employees based in Mexico are unionized. In addition, approximately 75% of our employees of our European, Asian and Australian operations were represented by a shop steward committee, which may limit our flexibility in our relationship with these employees.
As of December 31, 2025, a majority of employees based in Mexico are unionized. In addition, approximately 62% of our employees of our European, Asian and Australian operations were represented by a shop steward committee, which may limit our flexibility in our relationship with these employees.
If we decide to close or consolidate facilities, we may face execution risks which could adversely affect our ability to serve our customers. Further, we may be unsuccessful in achieving these objectives which could adversely affect our operating results and financial condition.
If we decide to close or consolidate facilities, we may face execution risks which could adversely affect our ability to serve our 13 Table of Contents customers. Further, we may be unsuccessful in achieving these objectives which could adversely affect our operating results and financial condition.
This could adversely impact our results of operations. We have only limited protection for our proprietary rights in our intellectual property, which makes it difficult to prevent third parties from infringing upon our rights and our operations could be limited by the rights of others.
We have only limited protection for our proprietary rights in our intellectual property, which makes it difficult to prevent third parties from infringing upon our rights and our operations could be limited by the rights of others.
In that event, we would need to find alternate sources for these goods and services, and there is no assurance we would be able to find such alternate sources on favorable terms, if at all.
In that 8 Table of Contents event, we would need to find alternate sources for these goods and services, and there is no assurance we would be able to find such alternate sources on favorable terms, if at all.
Furthermore, the current administration has begun implementing a more protectionist trade environment, including through measures such as the imposition of higher tariffs on imports into the U.S., the renegotiation of some U.S. trade agreements and other government regulations affecting trade between the U.S. and other countries where we conduct our business, including announced tariffs on imports from China and Mexico, and threatened tariffs on imports from the EU.
The current administration has begun implementing a more protectionist trade environment, including through measures such as the imposition of higher tariffs on imports into the U.S., the renegotiation of some U.S. trade agreements and other government regulations affecting trade between the U.S. and other countries where we conduct our business.
In addition, the agreements governing the senior secured revolving and term loan credit facilities contain covenants that, among other things, restrict our ability to: • incur liens; • incur or assume additional debt or guarantees or issue preferred stock; • prepay, or make redemptions and repurchases of, subordinated debt; • make loans and investments; • engage in mergers, acquisitions, asset sales, sale/leaseback transactions and transactions with affiliates; • place restrictions on the ability of subsidiaries to pay dividends or make other payments to the issuer; • change the business conducted by us or our subsidiaries; and • amend the terms of subordinated debt. 15 Table of Contents Our indebtedness may adversely affect our cash flow and our ability to operate our business, remain in compliance with debt covenants and make payments on our indebtedness.
In addition, the agreements governing the senior secured revolving and term loan credit facilities contain covenants that, among other things, restrict our ability to: • incur liens; • incur or assume additional debt or guarantees or issue preferred stock; • prepay, or make redemptions and repurchases of, subordinated debt; • make loans and investments; • engage in mergers, acquisitions, asset sales, sale/leaseback transactions and transactions with affiliates; • place restrictions on the ability of subsidiaries to pay dividends or make other payments to the issuer; • change the business conducted by us or our subsidiaries; and • amend the terms of subordinated debt.
In the event of a reduction or stoppage in production at any of our facilities, even if only temporary, or if we experience delays as a result of events that are beyond our control, delivery times to our customers could be severely affected.
In the event of a reduction or stoppage in production at any of our facilities, even if only temporary, or if we experience delays as a result of events that are beyond our control, delivery times to our customers could be severely affected. Any significant delay in deliveries to our customers could lead to increased returns or cancellations.
Volatility in and disruption to the global economic environment and changes in the regulatory and business environments in which we operate may have an adverse effect on our business, results of operations and financial condition.
Volatility in and disruption to the global economic environment and changes in the regulatory and business environments in which we operate may have an adverse effect on our business, results of operations and financial condition. The global trade environment remains highly dynamic and continues to evolve.
In addition, tariffs could increase our costs for materials sourced outside the US which we may not be able to pass along to our customers and would therefore adversely affect our results of operations.
In addition, tariffs could increase our costs for materials sourced outside the US which we have not always been able to pass along to our customers and could therefore adversely affect our results of operations.
In other cases, we share the design costs with the customer and thereby have some risk that not all the costs will be covered if the project does not go forward or if it is not as profitable as expected.
In other cases, we share the design costs with the customer and therefore we have some risk that not all the development costs that we incur will be recouped if the project does not go forward or if the business relationship is not as profitable as expected.
Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disrupt our operations and the services we provide to customers, damage our reputation, and cause a loss of confidence in our products and services, which could adversely affect our business and our results of operations. 17 Table of Contents Our implementation of a new ERP system may adversely affect our business and results of operations or the effectiveness of our internal control over financial reporting.
Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disrupt our operations and the services we provide to customers, damage our reputation, and cause a loss of confidence in our products and services, which could adversely affect our business and our results of operations.
Additionally, if we are the cause for a customer being forced to halt production the customer may seek to recoup all of its losses and expenses from us. These losses and expenses could include consequential losses such as lost profits.
Generally, we must also carry the costs associated with “catching up,” such as overtime and premium freight. Additionally, if we are the cause for a customer being forced to halt production the customer may seek to recoup all of its losses and expenses from us. These losses and expenses could include consequential losses such as lost profits.
We have operations in the Mexico, China, United Kingdom, Czech Republic, Morocco, Ukraine, Australia, India and Thailand, which collectively accounted for approximately 30% of our total revenues for the year ended December 31, 2024.
We are subject to certain risks associated with our foreign operations. We have operations in the Mexico, China, United Kingdom, Czech Republic, Morocco, Ukraine, Australia, India and Thailand, which collectively accounted for approximately 38% of our total revenues for the year ended December 31, 2025.
Our OEM customers have historically had a significant amount of leverage over us. We enter into agreements with our customers at the beginning of a given platform’s life to supply products for that platform.
We enter into agreements with our customers at the beginning of a given platform’s life to supply products for that platform.
When we experience periods of low demand for our products or volatility in the commercial vehicle markets our revenues, operating results and financial position are adversely affected. We face risks related to heightened inflation, recession, financial and credit market disruptions and other economic conditions.
When we experience periods of low demand for our products or volatility in the commercial vehicle markets our revenues, operating results and financial position are adversely affected.
Such licenses may not be made available to us on acceptable terms, if at all, or we may not prevail in contesting the validity of third party rights. 13 Table of Contents As we diversify and globalize our geographic footprint, we may encounter laws and practices in emerging markets that are not as stringent or enforceable as those present in developed markets, and thus incur a higher risk of intellectual property infringement, which could have an adverse effect on our results of operations.
As we diversify and globalize our geographic footprint, we may encounter laws and practices in emerging markets that are not as stringent or enforceable as those present in developed markets, and thus incur a higher risk of intellectual property infringement, which could have an adverse effect on our results of operations.
If customers representing a significant amount of our revenues were to purchase materially lower volumes than expected, or if we are unable to keep our commitment under the agreements, or if our costs are higher than anticipated, it would have an adverse effect on our business, financial condition and results of operations.
If customers representing a significant amount of our revenues were to purchase materially lower volumes than expected, or if we are unable to keep our commitment under the agreements, or if our costs are higher than anticipated, there would be an adverse effect on our business, financial condition and results of operations. 9 Table of Contents Additionally, we generally do not have terms in our customer agreements that guarantee that we will recoup the design and development costs that we incurred to develop a product.
We incur costs and make capital expenditures based in part upon estimates of production volumes for our customers’ vehicles. While we attempt to establish a price for our components and systems that will compensate for variances in production volumes, when the actual production of these vehicles is significantly less than anticipated, our gross margin on these products is adversely affected.
While we attempt to establish a price for our components and systems that will compensate for variances in production volumes, when the actual production of these vehicles is significantly less than anticipated, our gross margin on these products is adversely affected. Our OEM customers have historically had a significant amount of leverage over us.
Our financial results, operations and prospects depend significantly on worldwide economic and geopolitical conditions, the demand for our products, and the financial condition of our customers and suppliers. Economic weakness and geopolitical uncertainty have in the past resulted, and may result in the future, in reduced demand for products resulting in decreased sales, margins and earnings.
Economic weakness and geopolitical uncertainty have in the past resulted, and may result in the future, in reduced demand for our products resulting in decreased sales, margins and earnings.
Additionally, because of the limited number of shares being traded, and changes in stock market analyst recommendations regarding our common stock or lack of analyst coverage, the price per share of our common stock is subject to volatility and may continue to be subject to rapid price swings in the future that may result in stockholders’ inability to sell their common stock at or above purchase price. 16 Table of Contents Provisions in our charter documents and Delaware law could discourage potential acquisition proposals, could delay, deter or prevent a change in control and could limit the price certain investors might be willing to pay for our stock.
Additionally, because of the limited number of shares being traded, and changes in stock market analyst recommendations regarding our common stock or lack of analyst coverage, the price per share of our common stock is subject to volatility and may continue to be subject to rapid price swings in the future that may result in stockholders’ inability to sell their common stock at or above purchase price.
If the United States or another international jurisdiction implements a tax change related to products manufactured in a particular jurisdiction where we do business, our results could be adversely affected. Exposure to currency exchange rate fluctuations on cross border transactions and translation of local currency results into United States dollars could adversely impact our results of operations.
If the United States or another international jurisdiction implements a tax change related to products manufactured in a particular jurisdiction where we do business, our results could be adversely affected.
Divestitures, have in the past, and may in the future, result in significant write-offs, including those related to goodwill and other tangible and intangible assets, and such write offs can have an adverse effect on our results of operations and financial condition. 8 Table of Contents Our customer base is concentrated and the loss of business from a major customer or the discontinuation of particular commercial vehicle platforms could reduce our revenues.
Divestitures, have in the past, and may in the future, result in significant write-offs, including those related to goodwill and other tangible and intangible assets, and such write offs can have an adverse effect on our results of operations and financial condition.
Cross border transactions, both with external parties and intercompany relationships, result in increased exposure to foreign currency fluctuations. The strengthening or weakening of the United States dollar may result in favorable or unfavorable foreign currency translation effects in as much as the results of our foreign locations are translated into United States dollars.
The strengthening or weakening of the United States dollar may result in favorable or unfavorable foreign currency translation effects in as much as the results of our foreign locations are translated into United States dollars. This could adversely impact our results of operations.
In addition, to the extent we are unable to pass on the increased costs of raw materials, freight and labor to our customers, it could adversely affect our results of operations and financial condition. 10 Table of Contents We have invested substantial resources in markets where we expect growth and we may be unable to timely alter our strategies should such expectations not be realized.
In addition, to the extent we are unable to pass on the increased costs of raw materials, freight and labor to our customers, it could adversely affect our results of operations and financial condition.
Any 11 Table of Contents significant delay in deliveries to our customers could lead to increased returns or cancellations. Similarly, a potential quality issue could force us to halt deliveries. Even where products are ready to be shipped or have been shipped, delays may arise before they reach our customer.
Similarly, a potential quality issue could force us to halt deliveries. Even where products are ready to be shipped or have been shipped, delays may arise before they reach our customer. Our customers may halt or delay their production for the same reason if one of their other suppliers fails to deliver necessary components.
Customers may refuse to pay increased prices that meet our profitability targets, re-source from other suppliers, or not issue purchase orders to us with large volumes.
Customers may refuse to pay increased prices that meet our profitability targets, re-source from other suppliers, or not issue purchase orders to us with large volumes. Any failure to successfully implement price increases in order to meet profitability targets could have an adverse effect on our business, results of operations and growth potential.
Economic weakness and geopolitical uncertainty may also lead us to impair assets, take restructuring actions or adjust our operating strategy and reduce expenses in response to decreased sales or margins. We may not be able to adequately adjust our cost structure in a timely fashion, which could have an adverse effect on our operating results and financial condition.
Economic weakness and geopolitical uncertainty have in the past led us, and may in the future lead us to impair assets, take restructuring actions or adjust our operating strategy and reduce expenses in response to decreased sales or margins.
There can be no assurance we will find attractive acquisition candidates or successfully integrate acquired businesses into our existing business. If the expected synergies from acquisitions do not materialize or we fail to successfully integrate such new businesses into our existing businesses, our results of operations could be adversely affected.
There can be no assurance we will find attractive acquisition candidates or successfully integrate acquired businesses into our existing business.
When we cease timely deliveries, we have to absorb our own costs for identifying and solving the root cause problem as well as expeditiously producing replacement components or products. Generally, we must also carry the costs associated with “catching up,” such as overtime and premium freight.
This may cause our customers to suspend their orders or instruct us to suspend delivery of our products, which may adversely affect our financial performance. When we cease timely deliveries, we have to absorb our own costs for identifying and solving the root cause problem as well as expeditiously producing replacement components or products.
We are in the process of implementing a new enterprise resource planning ("ERP") system, as part of a plan to integrate and upgrade our systems and processes. ERP implementations are complex, labor intensive, and time-consuming projects and involve substantial expenditures on system software and implementation activities.
Our implementation of a new ERP system may adversely affect our business and results of operations or the effectiveness of our internal control over financial reporting. We are in the process of implementing a new enterprise resource planning ("ERP") system, as part of a plan to integrate and upgrade our systems and processes.
Risks Related to Our Indebtedness A credit rating downgrade could impair our ability to obtain additional debt financing on favorable terms, if at all, and significantly reduce the trading price of our common stock. We recently experienced a credit rating downgrade which is likely to affect the amount, type and terms of capital financings we obtain.
If the expected synergies from acquisitions do not materialize or we fail to successfully integrate such new businesses into our existing businesses, our results of operations could be adversely affected. 15 Table of Contents Risks Related to Our Indebtedness A credit rating downgrade could impair our ability to obtain additional debt financing on favorable terms, if at all, and significantly reduce the trading price of our common stock.
Item 1A. Risk Factors You should carefully consider the risks described below before making an investment decision. These are not the only risks we face. If any of these risks and uncertainties were to actually occur, our business, financial condition or results of operations could be materially and adversely affected.
Item 1A. Risk Factors You should carefully consider the information in this Form 10-K. These risks could materially and adversely affect our results of operations, financial condition, liquidity and cash flows. Our business also could be affected by risks that we are not presently aware of or that we currently consider immaterial to our operations.
The loss of any of our large customers or the loss of significant business from any of these customers could have an adverse effect on our business, financial condition and results of operations. Our profitability could be adversely affected if the actual production volumes for our customers’ vehicles are significantly lower than expected or our costs are higher than expected.
Our profitability could be adversely affected if the actual production volumes for our customers’ vehicles are significantly lower than expected or our costs are higher than expected. We incur costs and make capital expenditures based in part upon estimates of production volumes for our customers’ vehicles.
Removed
In such case, the trading price of our common stock could decline and you may lose all or part of your investment.
Added
Changes in trade policies among the United States and other countries, in particular the imposition of new or higher tariffs, could place pressure on our average selling prices as our customers seek to offset the impact of increased tariffs on their own products.
Removed
Additionally, we generally do not have clauses in our customer agreements that guarantee that we will recoup the design and development costs that we incurred to develop a product.
Added
Increased tariffs or the imposition of other barriers to international trade has previously and could in the future decrease demand, increase costs and have a material adverse effect on our revenues and operating results. The United States has recently imposed new or higher tariffs on a large number of products exported by U.S. trading partners.
Removed
Any failure to successfully implement price increases in order to meet profitability targets could have an adverse effect on our business, results of operations and growth potential. 9 Table of Contents We are subject to certain risks associated with our foreign operations.
Added
In response, many of those trading partners have imposed or proposed new or higher tariffs on American products. Although the U.S.
Removed
Our customers may halt or delay their production for the same reason if one of their other suppliers fails to deliver necessary components. This may cause our customers to suspend their orders or instruct us to suspend delivery of our products, which may adversely affect our financial performance.
Added
Supreme Court recently ruled that the International Emergency Economic Powers Act ("IEEPA") does not authorize the President to impose tariffs, and invalidated those tariffs that President Trump imposed under IEEPA, the administration has announced across-the-board tariffs of 15 percent under Section 122 of the Trade Act of 1974, and we expect that the President may impose tariffs under other authority when these short-term tariffs expire.
Added
Continuing changes in U.S. and foreign government trade policies and a heightened risk of further increased tariffs that impose barriers to international trade could further decrease international demand. Our business and operating results are substantially dependent on international trade.
Added
In addition, tariffs could make our OEM customers’ products less attractive relative to products offered by their competitors, which may not be subject to similar tariffs. Some OEMs in our industry have already implemented short-term price adjustments to offset such tariffs and transitioned their production and supply chain to locations not subject to the higher tariffs.
Added
We believe that sustained increases in tariffs on imported goods, further increases in tariffs on imported goods, or the failure to resolve current international trade disputes could further decrease demand and have a material adverse effect on our business and operating results. 7 Table of Contents The tariff environment has been dynamic in 2025, with changes occurring on an ongoing basis.
Added
We expect that additional developments will occur in the future, as a result of negotiations between the U.S. and trade partners and the recent ruling by the U.S. Supreme Court regarding legal challenges to certain of the tariffs including imposition of additional tariffs by the U.S.
Added
The actual impact of the tariffs is subject to a number of factors including the effective date and duration of such tariffs, changes in the amount, scope and nature of the tariffs, any countermeasures that the target countries may take, the result of negotiations between the U.S. and trade partners, how our suppliers and customers react, and any mitigating actions that may become available.
Added
In addition, lower courts and administrative processes will need to provide guidance with respect to refund-related questions with respect to the IEEPA tariffs paid prior to the U.S. Supreme Court decision. Furthermore, compliance with export controls and implementation of additional tariffs may increase compliance costs and further affect our business and operating results.
Added
We face risks related to heightened inflation, recession, financial and credit market disruptions and other economic conditions. Our financial results, operations and prospects depend significantly on worldwide economic and geopolitical conditions, the demand for our products, and the financial condition of our customers and suppliers.
Added
In the past, we were not able to, and may in the future not be able to adequately adjust our cost structure in a timely fashion, which results in an adverse effect on our operating results and financial condition.
Added
Increased tariffs and any retaliatory actions could significantly increase the cost of our products and result in lower demand for our products, delivery delays, and terminations of orders by customers.
Added
Our customer base is concentrated and the loss of business from a major customer or the discontinuation of particular commercial vehicle platforms could reduce our revenues.
Added
The loss of any of our large customers or the loss of significant business from any of these customers could have an adverse effect on our business, financial condition and results of operations. In addition, as of December 31, 2025, receivables from our top five customers represented approximately 46% of total receivables.
Added
For example, we expect our cost of goods sold will continue to be impacted by tariffs which increase the price of goods purchased and sold to customers.
Added
In the past, we have negotiated with our customers in an attempt to pass on a portion of the costs of tariffs to our customers, although there is significant uncertainty as to our ability to pass these costs, or a portion of these costs, along to our customers.
Added
We expect our foreign operations to continue to account for a significant portion of our revenues for the foreseeable future.
Added
We have invested substantial resources in markets where we expect growth and we may be unable to timely alter our strategies should such expectations not be realized.
Added
In 2021, as part of the Organization for Economic Co-operation and Development's ("OECD") Inclusive Framework, 140 member countries agreed to the implementation of the Pillar Two Global Minimum Tax ("Pillar Two") of 15%. The OECD continues to release additional guidance, including administrative guidance on how Pillar Two rules should be interpreted and applied by jurisdictions as they adopt Pillar Two.
Added
These changes, when enacted by various countries in which we do business, may increase our taxes in these countries. Changes to these and other areas in relation to international tax reform, including future actions taken by foreign governments in response to Pillar Two, could increase uncertainty and may adversely affect our tax rate and cash flow in future years.
Added
We continue to monitor the adoption of the OECD Pillar Two global minimum tax rules in each of our tax jurisdictions to evaluate its impact on our effective income tax rate. Pillar Two did not have a material impact to our effective tax rate for the year ended December 31, 2025.
Added
Exposure to currency exchange rate fluctuations on cross border transactions and translation of local currency results into United States dollars could adversely impact our results of operations. Cross border transactions, both with external parties and intercompany relationships, result in increased exposure to foreign currency fluctuations.
Added
Such licenses may not be made available to us on acceptable terms, if at all, or we may not prevail in contesting the validity of third party rights.
Added
During 2024, we experienced a credit rating downgrade which affected the amount, type and terms of capital financings we have been able to obtain.
Added
Our indebtedness may adversely affect our cash flow and our ability to operate our business, remain in compliance with debt covenants and make payments on our indebtedness.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThis includes existing and new cybersecurity risks, status on how management is addressing and/or mitigating those risks, cybersecurity and data privacy incidents (if any) and status on key information security initiatives. Our Board members also engage in ad hoc conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs.
Biggest changeOur Audit Committee is responsible for the oversight of risks from cybersecurity threats. Members of the Audit Committee receive updates periodically from senior management regarding matters of cybersecurity. This includes existing and new cybersecurity risks, status on how management is addressing and/or mitigating those risks, cybersecurity and data privacy incidents (if any) and status on key information security initiatives.
We describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of 18 Table of Contents operations, or financial condition, under the heading “Security breaches and other disruptions could compromise our information systems and expose us to liability, which could cause our business and reputation to suffer” included as part of our risk factor disclosures at Item 1A of this Annual Report on Form 10-K.
We describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, under the heading “Security breaches and other disruptions could compromise our information systems and expose us to liability, which could cause our business and reputation to suffer” included as part of our risk factor disclosures at Item 1A of this Annual Report on Form 10-K. 19 Table of Contents Cybersecurity Governance Cybersecurity is an important part of our risk management processes and an area of focus for our Board and management.
Our cybersecurity risk management and strategy processes are overseen by our CFO and CLO.
Our Board members also engage in ad hoc conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs. Our cybersecurity risk management and strategy processes are overseen by our CFO and CLO.
Removed
Cybersecurity Governance Cybersecurity is an important part of our risk management processes and an area of focus for our Board and management. Our Audit Committee is responsible for the oversight of risks from cybersecurity threats. Members of the Audit Committee receive updates periodically from senior management regarding matters of cybersecurity.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following table sets forth information in connection with purchases made by, or on behalf of, us or any affiliated purchaser, of shares of our common stock during the period ended December 31, 2024: Total Number of Shares (or Units) Surrendered Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs January 1, 2024 through January 31, 2024 2,031 $ 6.71 — — April 1, 2024 through April 30, 2024 2,823 $ 6.43 — — July 1, 2024 through July 31, 2024 5,790 $ 5.15 — — September 1, 2024 through September 30, 2024 2,675 $ 3.49 — — December 1, 2024 through December 31, 2024 104,382 $ 2.48 — — No other shares were surrendered during the year ended December 31, 2024.
Biggest changeThe following table sets forth information in connection with purchases made by, or on behalf of, us or any affiliated purchaser, of shares of our common stock during the period ended December 31, 2025: Total Number of Shares (or Units) Surrendered Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs March 1, 2025 through March 31, 2025 10,233 $ 1.15 — — September 1, 2025 through September 30, 2025 53,929 $ 1.70 — — December 1, 2025 through December 31, 2025 93,812 $ 1.44 — — No other shares were surrendered during the year ended December 31, 2025.
Unregistered Sales of Equity Securities We did not sell any equity securities during 2024 that were not registered under the Securities Act of 1933, as amended.
Unregistered Sales of Equity Securities We did not sell any equity securities during 2025 that were not registered under the Securities Act of 1933, as amended.
The graph assumes that the value of the investment in the Company’s common stock, in the legacy peer group, in the new peer group, and the index (including reinvestment of dividends) was $100 on December 31, 2019 and tracks it through December 31, 2024.
The graph assumes that the value of the investment in the Company’s common stock, in the legacy peer group, in the new peer group, and the index (including reinvestment of dividends) was $100 on December 31, 2020 and tracks it through December 31, 2025.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on the NASDAQ Global Select Market under the symbol “CVGI.” As of March 14, 2025, there were approximately 138 holders of record of our outstanding common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on the NASDAQ Global Select Market under the symbol “CVGI.” As of March 10, 2026, there were approximately 142 holders of record of our outstanding common stock.
We did not repurchase any of our common stock on the open market during 2024. Our employees surrendered 117,701 shares of our common stock in 2024 to satisfy tax withholding obligations on the vesting of restricted stock awards issued under our 2020 Equity Incentive Plan.
We did not repurchase any of our common stock on the open market during 2025. Our employees surrendered 157,974 shares of our common stock in 2025 to satisfy tax withholding obligations on the vesting of restricted stock awards issued under our 2020 Equity Incentive Plan.
Foster Company, Modine Manufacturing, Motorcar Parts of America, Inc., Myers Industries, Inc., NN Inc., Standard Motor Products Inc., Stoneridge Inc., Superior Industries International Inc., The Shyft Group Inc., and Wabash National Corp (the "New Peer Group"). 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Commercial Vehicle Group, Inc. 100.00 136.11 126.82 107.10 110.26 39.12 NASDAQ Composite 100.00 145.05 177.27 119.63 173.11 224.34 Legacy Peer Group 100.00 122.93 144.20 134.09 169.53 204.98 New Peer Group 100.00 118.69 131.78 126.63 158.75 177.98 The information in the graph and table above is not “solicitation material”, is not deemed “filed” with the Securities and Exchange Commission and is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as 21 Table of Contents amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this annual report, except to the extent that we specifically incorporate such information by reference.
Foster Company, Modine Manufacturing, Motorcar Parts of America, Inc., Myers Industries, Inc., NN Inc., Standard Motor Products Inc., Stoneridge Inc., Superior Industries International Inc., The Shyft Group Inc., and Wabash National Corp (the "New Peer Group"). 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Commercial Vehicle Group, Inc. 100.00 93.18 78.69 81.01 28.74 16.69 NASDAQ Composite 100.00 122.21 82.48 119.35 154.67 187.42 Legacy Peer Group 100.00 119.92 105.73 134.59 163.64 190.75 New Peer Group 100.00 112.94 106.22 136.17 154.52 175.73 The information in the graph and table above is not “solicitation material”, is not deemed “filed” with the Securities and Exchange Commission and is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as 22 Table of Contents amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this annual report, except to the extent that we specifically incorporate such information by reference.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe decrease in net income from continuing operations is attributable to the factors noted above. 26 Table of Contents Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Consolidated Results The table below sets forth certain consolidated operating data for the periods indicated (dollars are in thousands): 2023 2022 $ Change % Change Revenues $ 835,469 $ 782,583 $ 52,886 6.8% Gross profit 121,091 85,027 36,064 42.4 Selling, general and administrative expenses 81,218 60,206 21,012 34.9 Other expense 1,195 10,463 (9,268) (88.6) Interest expense 10,248 9,159 1,089 11.9 Loss on extinguishment of debt — 921 (921) (100.0) Provision (benefit) for income taxes (15,203) 20,904 (36,107) NM 1 Net income (loss) from continuing operations 43,633 (16,626) 60,259 NM 1 1.
Biggest changeCONSOLIDATED RESULTS OF OPERATIONS The table below sets forth certain operating data expressed as a percentage of revenues for the twelve months ended (dollars are in thousands): 2025 2024 2023 Revenues $ 649,002 100.0 % $ 723,355 100.0 % $ 835,469 100.0 % Cost of revenues 580,617 89.5 650,236 89.9 714,378 85.5 Gross profit 68,385 10.5 73,119 10.1 121,091 14.5 Selling, general and administrative expenses 69,041 10.6 73,877 10.2 81,218 9.7 Operating income (loss) (656) (0.1) (758) (0.1) 39,873 4.8 Other (income) expense 1,593 0.2 (2,200) (0.3) 1,195 0.1 Interest expense 13,028 2.0 9,174 1.3 10,248 1.2 Loss on extinguishment of debt 460 0.1 509 0.1 — — Income (loss) before provision for income taxes (15,737) (2.4) (8,241) (1.1) 28,430 3.4 Provision (benefit) for income taxes 4,740 0.7 27,493 3.8 (15,203) (1.8) Net income (loss) from continuing operations $ (20,477) (3.2) % $ (35,734) (4.9) % $ 43,633 5.2 % 26 Table of Contents Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Consolidated Results The table below sets forth certain consolidated operating data for the twelve months ended indicated (dollars are in thousands): 2025 2024 $ Change % Change Revenues $ 649,002 $ 723,355 $ (74,353) (10.3)% Gross profit 68,385 73,119 (4,734) (6.5) Selling, general and administrative expenses 69,041 73,877 (4,836) (6.5) Other (income) expense 1,593 (2,200) 3,793 NM 1 Interest expense 13,028 9,174 3,854 42.0 Loss on extinguishment of debt 460 509 (49) (9.6) Provision (benefit) for income taxes 4,740 27,493 (22,753) (82.8) Net income (loss) from continuing operations (20,477) (35,734) 15,257 (42.7) 1.
We primarily participate in the class 6 and 7 portion of the medium-duty truck market. Commercial Trends in the Electrical Systems Segment Demand for our Electrical Systems products, such as wire harnesses, is primarily driven by construction and agriculture equipment vehicle production.
We primarily participate in the class 6 and 7 portion of the medium-duty truck market. Commercial Trends in the Global Electrical Systems Segment Demand for our Global Electrical Systems products, such as wire harnesses, is primarily driven by construction and agriculture equipment vehicle production.
As of December 31, 2024, the Company was in a cumulative three-year taxable loss position in the U.S. which was given the most weight in our analysis of all positive and negative evidence when determining whether to establish a valuation allowance.
As of December 31, 2025 and 2024, the Company was in a cumulative three-year taxable loss position in the U.S. which was given the most weight in our analysis of all positive and negative evidence when determining whether to establish a valuation allowance.
As of December 31, 2024, we were not a party to significant purchase obligations for goods or services. Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
As of December 31, 2025, we were not a party to significant purchase obligations for goods or services. Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Demand in the medium- and heavy- 23 Table of Contents duty construction and agriculture equipment market is typically related to the level of large scale infrastructure development projects, such as highways, dams, harbors, hospitals, airports and industrial development, as well as activity in the mining, forestry and commodities industries.
Demand in the medium- and heavy- 24 Table of Contents duty construction and agriculture equipment market is typically related to the level of large scale infrastructure development projects, such as highways, dams, harbors, hospitals, airports and industrial development, as well as activity in the mining, forestry and commodities industries.
The Company expects to diversify its revenue and profits by product, customer, platform, and end market with a goal of becoming less cyclical and less customer concentrated while strengthening / enhancing current positions, 24 Table of Contents entering new markets, developing relationships with new customers, and enhancing service to our customers, leading to increased return to our stockholders.
The Company expects to diversify its revenue and profits by product, customer, platform, and end market with a goal of becoming less cyclical and less customer concentrated while strengthening / enhancing current positions, entering new markets, developing relationships with new customers, and enhancing service to our customers, leading to increased return to our stockholders.
Other income increased $3.4 million in the year ended December 31, 2024 as compared to the year ended December 31, 2023 due primarily to transition service fees of $3.2 million recognized during the year ended December 31, 2024 which supported the transition of discontinued operations transactions as well as favorable change in foreign currency of $0.5 million. Interest Expense.
Other expense increased $3.4 million in the year ended December 31, 2024 as compared to the year ended December 31, 2023 due primarily to transition service fees of $3.2 million recognized during the year ended December 31, 2024 which supported the transition of discontinued operations transactions as well as favorable change in foreign currency of $0.5 million. 28 Table of Contents Interest Expense.
Cost of revenues decreased $64.1 million, or 9.0% as a result of a decrease in raw material and purchased component costs of $54.9 million, or 12.6%; a decrease in wages and benefits of $6.9 million, or 9.9%; and a decrease in overhead expenses of $2.3 million, or 1.1%.
Cost of revenues decreased $64.1 million, or 9.0% as a result of a decrease in raw material and purchased component costs of $54.9 million, or 12.6%; a decrease in wages and benefits of $6.9 million, or 9.9%; and a decrease in overhead expens es of $2.3 million, or 1.1%.
As a percentage of revenues, gross profit margin was 10.1% for the year ended December 31, 2024 compared to 14.5% for the year ended December 31, 2023. Selling, General and Administrative Expenses.
As a percentage of revenues, gross profit margin was 10.1% for the year ended December 31, 2024 compared to 14.5% for the year ended December 31, 2023. Sell ing, General and Administrative Expenses.
Since December 31, 2024, there have been no material changes outside the ordinary course of business to our contractual obligations as set forth above. Generally, we enter into agreements with our customers at the beginning of a given vehicle platform’s life to supply products for the entire life of that vehicle platform.
Since December 31, 2025, there have been no material changes outside the ordinary course of business to our contractual obligations as set forth above. 32 Table of Contents Generally, we enter into agreements with our customers at the beginning of a given vehicle platform’s life to supply products for the entire life of that vehicle platform.
Its wiper systems will become part of the newly formed Trim Systems and Components business unit in addition to the trim and components businesses from the prior Vehicle Solutions segment.
Its wiper systems became part of the newly formed Trim Systems and Components business unit in addition to the trim and components businesses from the prior Vehicle Solutions segment.
According to a February 2025 report by ACT Research, a publisher of industry market research, North American Class 8 production levels are expected to decrease to 316,000 units in 2025. ACT Research estimated that the average age of active North American Class 8 trucks was 5.8 years in 2024. As vehicles age, maintenance costs typically increase.
According to a February 2026 report by ACT Research, a publisher of industry market research, North American Class 8 production levels are expected to increase to approximately 260,000 units in 2026. ACT Research estimated that the average age of active North American Class 8 trucks was 5.8 years in 2025. As vehicles age, maintenance costs typically increase.
As of December 31, 2024, cash of $26.6 million was held by foreign subsidiaries. The Company had a $0.1 million deferred tax liability as of December 31, 2024 for the expected future income tax implications of repatriating cash from the foreign subsidiaries for which indefinite reinvestment is not expected.
As of December 31, 2025, cash of $33.0 million was held by foreign subsidiaries. The Company had a $0.1 million deferred tax liability as of December 31, 2025 for the expected future income tax implications of repatriating cash from the foreign subsidiaries for which indefinite reinvestment is not expected.
Based on our current forecast, we believe that we will be able to maintain compliance with the financial maintenance covenants and the fixed charge coverage ratio covenant and other covenants in the credit agreement for the next twelve months; however, no assurances can be given that we will be able to comply.
Based on our current forecast, we believe that we will be able to maintain compliance with the financial maintenance covenants and the fixed charge coverage ratio covenant and other covenants in the Term Loan and ABL Revolving Credit Facility for the next twelve months; however, no assurances can be given that we will be able to comply.
New heavy-duty truck demand has historically been cyclical and is particularly sensitive to the industrial sector of the economy, which generates a significant portion of the freight tonnage hauled by commercial vehicles. North American heavy-duty truck production was 332,382 units in 2024.
New heavy-duty truck demand has historically been cyclical and is particularly sensitive to the industrial sector of the economy, which generates a significant portion of the freight tonnage hauled by commercial vehicles. North American heavy-duty truck production was 251,247 units in 2025.
The decrease in gross profit in 2024 from 2023 was primarily due to lower sales volume, restructuring activities and increased freight costs. The twelve months ended December 31, 2024 results include charges of $4.5 million associated with the restructuring program.
The decrease in gross profit margin in 2024 from 2023 was primarily due to lower sales volume, restructuring activities and increased freight costs. The twelve months ended December 31, 2024 results include charges of $1.5 million associated with the restructuring program. Selling, General and Administrative Expenses.
Included in gross profit is cost of revenues, which consists primarily of raw materials and purchased components for our products, wages and benefits for our employees and overhead expenses such as manufacturing supplies, facility rent and utilities costs related to our operations.
Included in gross profit is cost of revenues, which consists primarily of raw materials and purchased components for our products, wages and benefits for our employees and overhead expenses such as manufacturing supplies, facility rent and utilities costs related to our operations. The decrease in gross profit was primarily attributable to the impact of lower sales volumes.
Net Income (Loss) from continuing operations. Net loss from continuing operations was $35.7 million for the twelve months ended December 31, 2024 compared to net income from continuing operations of $43.6 million for the twelve months ended December 31, 2023.
Net loss from continuing operations was $35.7 million for the twelve months ended December 31, 2024 compared to net income from continuing operations of $43.6 million for the twelve months ended December 31, 2023 . The decrease in net income from continuing operations was attributable to the factors noted above.
The decrease in 2024 gross profit margin is primarily due to lower sales volume and restructuring related expenses. The twelve months ended December 31, 2024 results include charges of $0.9 million associated with the restructuring program.
The twelve months ended December 31, 2025 results include charges of $1.0 million associated with the restructuring program. The decrease in 2024 gross profit margin was primarily due to lower sales volume and restructuring related expenses. The twelve months ended December 31, 2024 results include charges of $3.9 million associated with the restructuring program. Selling, General and Administrative Expenses.
In 2025, we expect capital expenditures to be in the range of $15 million to $20 million. Financing activities . For the year ended December 31, 2024, net cash used in financing activities was $7.1 million compared to $12.7 million for the year ended December 31, 2023.
In 2026, we expect capital expenditures to be in the range of $12 million to $18 million. Financing activities . For the year ended December 31, 2025, net cash used in financing activities was $29.2 million compared to $7.1 million for the year ended December 31, 2024.
The decrease in 2024 gross profit margin was primarily due to lower sales volume, restructuring activities, labor inflation, and unfavorable foreign exchange impacts. The twelve months ended December 31, 2024 results include charges of $3.7 million associated with the restructuring program.
The increase in 2025 gross profit margin was primarily due to mix and improved operational efficiency. The twelve months ended December 31, 2025 results include charges of $1.6 million associated with the restructuring program. The decrease in 2024 gross profit margin was primarily due to lower sales volume, restructuring activities, labor inflation, and unfavorable foreign exchange impacts.
Commercial Trends in the Vehicle Solutions and Aftermarket & Accessories Segments Demand for our products may be driven by preferences of the end-user of the vehicle, particularly with respect to heavy-duty trucks in North America.
Commercial Trends in the Global Seating and Trim Systems and Components Segments Demand for our products may be driven by preferences of the end-user of the vehicle, particularly with respect to heavy-duty trucks in North America.
For the year ended December 31, 2024, net cash used in operations was $33.5 million compared to net cash provided by operations of $38.3 million for the year ended December 31, 2023.
For the year ended December 31, 2025, net cash provided by operations was $44.6 million compared to net cash used in operations of $33.5 million for the year ended December 31, 2024.
As a percentage of revenues, gross profit margin was 14.5% for the year ended December 31, 2023 compared to 10.9% for the year ended December 31, 2022. Selling, General and Administrative Expenses.
As a percentage of revenues, gross profit margin was 10.5% for the year ended December 31, 2025 compared to 10.1% for the year ended December 31, 2024. Selling, General and Administrative Expenses.
ACT Research forecasts that the vehicle age will decline as aging fleets are replaced. North American medium-duty (or "Class 5-7") truck production was 274,135 units in 2024. According to a February 2025 report by ACT Research, North American Class 5-7 truck production is expected to decrease to 226,000 units in 2025.
ACT Research forecasts that the vehicle age will decline as aging fleets are replaced. North American medium-duty (or "Class 5-7") truck production was 195,522 units in 2025. According to a February 2026 report by ACT Research, North American Class 5-7 truck production is expected to increase to approximately 197,000 units in 2026.
On May 12, 2022, the Company refinanced its long-term debt, which resulted in a loss of $0.9 million, including a $0.6 million non-cash write off relating to deferred financing costs of the Term loan facility due 2026 and $0.3 million of other associated fees. Provision (Benefit) for Income Taxes.
On December 19, 2024, the Company refinanced its long-term debt, which resulted in a loss $0.5 million, including a $0.3 million non-cash write off relating to deferred financing costs of the Term loan facility due 2027 and $0.2 million of other associated fees. Provision (Benefit) for Income Taxes.
Revenue is measured based on the amount of 31 Table of Contents consideration we expect to receive in exchange for the transfer of goods or services. We enter into agreements with certain customers in the Vehicle Solutions segment at the beginning of a vehicle platform’s life to supply products for that vehicle platform.
Revenue is measured based on the amount of consideration we expect to receive in exchange for the transfer of goods or services. We enter into agreements with certain customers in the Global Seating and Trim Systems and Components segments at the beginning of a vehicle platform’s life to supply products for that vehicle platform.
Not meaningful Revenues. The increase in consolidated revenues resulted from: • a $47.6 million, or 7.3%, increase in sales to OEM and other revenues; and • a $5.2 million, or 4.0%, increase in aftermarket and OES sales.
Not meaningful Revenues. The decrease in consolidated revenues resulted from: • a $69.4 million, or 11.7%, decrease in sales to OEM and a decrease in other revenues; and • a $5.0 million, or 3.9%, decrease in aftermarket and OES sales.
The decrease in 2024 gross profit of $20.1 million from 2023 was primarily due to lower sales volume, restructuring activities and increased freight costs, and a decrease in cost of revenues driven by a decrease in raw material and purchased component costs of $29.0 million, or 11.2%; a decrease in overhead expenses of $12.8 million, or 10.4%; and a decrease in wages and benefits of $3.8 million, or 13.4%.
The decrease in 2025 gross profit of $2.3 million from 2024 was primarily due to lower sales volume and restructuring activities, offset by lower freight costs and improved operational efficiency, and a decrease in cost of revenues driven by a decrease in raw material and purchased component costs of $22.3 million, or 13.0%; a decrease in overhead expenses of $2.1 million, or 2.6%; and a decrease in wages and benefits of $0.8 million, or 3.6%.
CONSOLIDATED RESULTS OF OPERATIONS The table below sets forth certain operating data expressed as a percentage of revenues for the twelve months ended (dollars are in thousands): 2024 2023 2022 Revenues $ 723,355 100.0 % $ 835,469 100.0 % $ 782,583 100.0 % Cost of revenues 650,236 89.9 714,378 85.5 697,556 89.1 Gross profit 73,119 10.1 121,091 14.5 85,027 10.9 Selling, general and administrative expenses 73,877 10.2 81,218 9.7 60,206 7.7 Operating income (loss) (758) (0.1) 39,873 4.8 24,821 3.2 Other (income) expense (2,200) (0.3) 1,195 0.1 10,463 1.3 Interest expense 9,174 1.3 10,248 1.2 9,159 1.2 Loss on extinguishment of debt 509 0.1 — — 921 0.1 Income (loss) before provision for income taxes (8,241) (1.1) 28,430 3.4 4,278 0.5 Provision (benefit) for income taxes 27,493 3.8 (15,203) (1.8) 20,904 2.7 Net income (loss) from continuing operations $ (35,734) (4.9) % $ 43,633 5.2 % $ (16,626) (2.1) % Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Consolidated Results The table below sets forth certain consolidated operating data for the twelve months ended indicated (dollars are in thousands): 2024 2023 $ Change % Change Revenues $ 723,355 $ 835,469 $ (112,114) (13.4)% Gross profit 73,119 121,091 (47,972) (39.6) Selling, general and administrative expenses 73,877 81,218 (7,341) (9.0) Other (income) expense (2,200) 1,195 (3,395) NM 1 Interest expense 9,174 10,248 (1,074) (10.5) Loss on extinguishment of debt 509 — 509 100.0 Provision (benefit) for income taxes 27,493 (15,203) 42,696 NM 1 Net income (loss) from continuing operations (35,734) 43,633 (79,367) NM 1 1.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Consolidated Results The table below sets forth certain consolidated operating data for the periods indicated (dollars are in thousands): 2024 2023 $ Change % Change Revenues $ 723,355 $ 835,469 $ (112,114) (13.4)% Gross profit 73,119 121,091 (47,972) (39.6) Selling, general and administrative expenses 73,877 81,218 (7,341) (9.0) Other expense (2,200) 1,195 (3,395) NM 1 Interest expense 9,174 10,248 (1,074) (10.5) Loss on extinguishment of debt 509 — 509 100.0 Provision (benefit) for income taxes 27,493 (15,203) 42,696 NM 1 Net income (loss) from continuing operations (35,734) 43,633 (79,367) NM 1 1.
Our Long-term Strategy The Company's long-term strategy is to increase our sales, profits and shareholder value by growing our Electrical Systems segment to be our largest business while financially optimizing its core legacy businesses, organically growing in targeted areas, strengthening our product portfolio, increasing our margins and evaluating opportunities to add to our businesses through a focused M&A program.
The tax provisions in OBBBA did not have a material impact on the Company’s consolidated financial statements or results of operations. 25 Table of Contents Our Long-term Strategy The Company's long-term strategy is to increase our sales, profits and shareholder value by growing our Global Electrical Systems segment to be our largest business while financially optimizing its core legacy businesses, organically growing in targeted areas, strengthening our product portfolio, increasing our margins and evaluating opportunities to add to our businesses through a focused M&A program.
Changes to these and other areas in relation to international tax reform, including future actions taken by foreign governments in response to Pillar Two, could increase uncertainty and may adversely affect our tax rate and cash flow in future years. We continue to evaluate the potential impacts of Pillar Two through current and pending legislative adoption by individual countries.
Changes to these and other areas in relation to international tax reform, including future actions taken by foreign governments in response to Pillar Two, could increase uncertainty and may adversely affect our tax rate and cash flow in future years.
Cash Flows 2024 2023 2022 (In thousands) Net cash provided by (used in) operating activities $ (33,452) $ 38,276 $ 68,947 Net cash provided by (used in) investing activities 30,896 (19,696) (19,710) Net cash provided by (used in) financing activities (7,122) (12,729) (50,091) Effect of currency exchange rate changes on cash (1,540) 172 (2,279) Net increase (decrease) in cash $ (11,218) $ 6,023 $ (3,133) Operating activities .
Cash Flows 2025 2024 2023 (In thousands) Net cash provided by (used in) operating activities $ 44,643 $ (33,452) $ 38,276 Net cash provided by (used in) investing activities (10,606) 30,896 (19,696) Net cash provided by (used in) financing activities (29,233) (7,122) (12,729) Effect of currency exchange rate changes on cash 1,848 (1,540) 172 Net increase (decrease) in cash $ 6,652 $ (11,218) $ 6,023 Operating activities .
Our ability to comply with the covenants in the credit agreement, as discussed in Note 3, Debt, may be affected by economic or business conditions beyond our control.
Covenants and Liquidity Our ability to comply with the covenants in the Term Loan and ABL Revolving Credit Facility, as discussed in Note 3, Debt, 31 Table of Contents may be affected by economic or business conditions beyond our control.
Net cash used in operating activities is primarily attributable to a lower net income from continuing and discontinued operations, including cash used to support restructuring programs for the twelve months ended December 31, 2024 as compared to higher net income offset by an increase in working capital for the twelve months ended December 31, 2023. 30 Table of Contents Investing activities .
Net cash provided by operating activities was primarily attributable to a decrease in working capital for the twelve months ended December 31, 2025 as compared to a loss from continuing and discontinued operations, including cash used to support restructuring programs for the twelve months ended December 31, 2024. Investing activities .
Cost of revenues decrease is driven by a decrease in raw material and purchased component costs of $9.3 million, or 13.4%; offset by an increase in overhead expenses of $4.0 million, or 12.2%; and an increase in wages and benefits of $1.0 million, or 12.3%.
Cost of revenues decrease was driven by a decrease in raw material and purchased component costs of $24.0 million, or 21.0%; a decrease in overhead expenses of $9.3 million, or 16.1%; and a decrease in wages and benefits of $2.7 million, or 24.8%.
Interest associated with our debt was $10.2 million and $9.2 million for the years ended December 31, 2023 and 2022, respectively. The increase primarily related to higher interest rates on variable rate debt, offset by lower average debt balances during the respective comparative periods. Loss on extinguishment of debt.
Interest associated with our debt was $13.0 million and $9.2 million for the years ended December 31, 2025 and 2024, respectively. The increase in interest expense was primarily attributed to higher weighted average margins on debt balances, partially offset by the impact of lower average debt balances during the respective comparative periods. Loss on extinguishment of debt.
We intend to allocate resources consistent with the following priorities: (1) invest in growth; (2) invest in operational improvements; (3) manage working capital; (4) reduce debt; and (5) other actions deemed appropriate by management to improve operational performance.
We intend to allocate resources consistent with the following priorities: (1) invest in growth; (2) invest in operational improvements; (3) manage working capital; (4) reduce debt; and (5) other actions deemed appropriate by management to improve operational performance. Our primary sources of liquidity during the year ended December 31, 2025 were operating income, cash and availability under our credit facility.
The decrease in Vehicle Solutions Segment revenues in 2024 of $65.8 million from 2023 primarily resulted from lower sales volume due to decreased customer demand and the wind-down of certain programs. The decrease in 2023 revenues of $0.4 million from 2022 primarily resulted from increased pricing which more than offset lower sales volume. Gross Profit.
The decrease in Global Seating Segment revenues in 2025 of $27.4 million from 2024 primarily resulted from lower sales volume due to decreased customer demand in North America. The decrease in 2024 revenues of $34.0 million from 2023 primarily resulted from lower sales volume due to decreased customer demand and the wind-down of certain programs. Gross Profit.
During 2023 the Company reversed the $22.0 million valuation allowance on our U.S. deferred tax assets that was established in 2022. In 2021, as part of the Organization for Economic Co-operation and Development's ("OECD") Inclusive Framework, 140 member countries agreed to the implementation of the Pillar Two Global Minimum Tax ("Pillar Two") of 15%.
The period over period change in income tax was primarily attributable to establishing a full valuation allowance on our U.S. deferred tax assets of $28.8 million in 2024. 27 Table of Contents In 2021, as part of the Organization for Economic Co-operation and Development's ("OECD") Inclusive Framework, 140 member countries agreed to the implementation of the Pillar Two Global Minimum Tax ("Pillar Two") of 15%.
Cost of revenues increased $16.8 million, or 2.4% as a result of an increase in overhead expenses of $16.5 million, or 8.5%; an increase in wages and benefits of $4.2 million, or 6.4%; and offset by a decrease in raw material and purchased component costs of $3.9 million, or 0.9%.
Cost of revenues decreased $69.6 million, or 10.7% as a result of a decrease in raw material and purchased component costs of $46.8 million, or 12.3%; a decrease in wages and benefits of $4.3 million, or 6.9%; and a decrease in overhead expenses of $18.4 million, or 8.9%.
The decrease in 2024 gross profit of $24.7 million from 2023 was primarily attributable to lower sales volume, restructuring activities, labor inflation and unfavorable foreign exchange impacts.
The decrease in 2024 gross profit of $26.5 million from 2023 was primarily attributable to lower sales volume, restructuring activities, labor inflation and unfavorable foreign exchange impacts. As a percentage of revenues, gross profit for the years ended December 31, 2025 and 2024, was 10.6% and 6.5%, respectively.
The decrease in 2024 SG&A expenses of $4.8 million from 2023 was primarily a result of the gain on the sale of a building of $3.5 million. The twelve months ended December 31, 2024 results include charges of $1.4 million associated with the restructuring program.
The decrease in 2025 SG&A expenses of $6.1 million from 2024 was primarily a result of reduced payroll and benefits expense. The twelve months ended December 31, 2025 results include charges of $0.2 million associated with the restructuring program.
As part of this realignment, the Company’s Aftermarket & Accessories business unit will be absorbed in these three segments. Its seating and electrical portfolio will transition to Global Seating and Global Electrical Systems, respectively.
Under this new structure, CVG reorganized its vertical business units into the following three operating divisions and reporting segments: Global Electrical Systems, Global Seating, Trim Systems and Components. As part of this realignment, the Company’s Aftermarket & Accessories business unit was absorbed in these three segments. Its seating and electrical portfolio transitioned to Global Seating and Global Electrical Systems, respectively.
The decrease in revenues of 13.4% was primarily driven by a softening in customer demand across all segments, and the wind-down of certain programs in our Vehicle Solutions segment. 25 Table of Contents Gross Profit.
The decrease in revenues of 13.4% was primarily driven by a softening in customer demand across all segments, and the wind-down of certain programs in our Global Seating/ Trim Systems and Components segments. Gross Profit. The decrease in gross profit was primarily attributable to the impact of lower sales volumes, unfavorable mix, and increased restructuring charges.
Income tax benefit of $15.2 million and expense of $20.9 million were recorded for the years ended December 31, 2023 and 2022, respectively.
Income tax expense of $4.7 million and $27.5 million were recorded for the years ended December 31, 2025 and 2024, respectively.
The decrease in Electrical Systems segment revenues in 2024 of $38.8 million from 2023 is primarily attributable to lower sales volume driven by global softness in Construction & Agriculture end-markets. The increase in 2023 revenues of $48.0 million from 2022 is primarily attributable to sales volume and increased pricing to offset material cost pass-through and other inflationary items. Gross Profit.
Not meaningful Revenues. The Global Electrical Systems segment revenues in 2025 were flat from 2024. The decrease in 2024 revenues of $39.3 million from 2023 was primarily attributable to lower sales volume driven by global softness in Construction & Agriculture end-markets. Gross Profit.
The increase in 2023 gross profit of $16.3 million from 2022 was primarily due to price increases with customers and cost reduction initiatives including lower freight costs, lower startup costs, and improved manufacturing efficiencies.. As a percentage of revenues, gross profit for the years ended December 31, 2024 and 2023, was 9.7% and 12.6%, respectively.
The decrease in 2024 gross profit of $15.9 million from 2023 was primarily due to the lower sales volume. As a percentage of revenues, gross profit for the years ended December 31, 2025 and 2024, was 7.3% and 11.0%, respectively. The decrease in 2025 gross profit margin was primarily due to lower sales volume.
At December 31, 2024, the Company had liquidity of $111.0 million, including $26.6 million of cash and $84.4 million availability from its U.S. and China credit facilities.
At December 31, 2025, the Company had liquidity of $135.1 million, including $33.3 million of cash and $101.8 million availability from its U.S. and China credit facilities (subject to borrowing base and other conditions of the facilities).
As a percentage of revenues, SG&A expense was 9.7% for the twelve months ended December 31, 2023 compared to 7.7% for the twelve months ended December 31, 2022. Other (Income) Expense.
The twelve months ended December 31, 2024 results include a benefit of $3.5 million from the gain on the sale of a building. As a percentage of revenues, SG&A expense was 10.6% for the twelve months ended December 31, 2025 compared to 10.2% for the twelve months ended December 31, 2024. Other (Income) Expense.
The decrease in Aftermarket & Accessories segment revenues in 2024 of $7.5 million from 2023 was driven by lower sales volume due to a decreased customer demand and the reduction of backlog in the prior period. The increase in 2023 revenues of $5.2 million from 2022 resulted from increased pricing to offset material cost pass-through and other inflationary items.
The decrease in 2024 revenues of $38.8 million from 2023 was driven by lower sales volume due to decreased customer demand and the reduction of backlog in the prior period. Gross Profit. The decrease in 2025 gross profit of $10.9 million from 2024 was primarily due to the lower sales volume.
Net cash provided by investing activities was $30.9 million for the year ended December 31, 2024 compared to net cash used in investing activities of $19.7 million for the twelve months ended December 31, 2023, primarily due to $45.0 million proceeds from sale of the Company's cab structures, Industrial Automation segment and FinishTEK businesses during the current period and $4.5 million proceeds from the sale of a building.
Net cash used in investing activities was $10.6 million for the year ended December 31, 2025 compared to net cash provided by investing activities of $30.9 million for the twelve months ended December 31, 2024.
Cost of revenues decreased in line with the revenues, decrease of 17.0%, driven by a decrease in raw material and purchased component costs of $16.6 million, or 15.6%; a decrease in wages and benefits of $4.1 million, or 12.3%; offset by an increase in overhead expenses of $6.6 million, or 12.3%.
The increase in 2025 gross profit of $8.3 million from 2024 was primarily attributable to mix and improved operational efficiency, and a decrease in cost of revenues driven by a decrease in overhead expenses of $7.0 million, or 10.8%; a decrease in wages and benefits of $0.8 million, or 2.8%; and a decrease in raw material and purchased component costs of $0.5 million, or 0.5%.
Contractual Obligations and Commercial Commitments The following table reflects our contractual obligations as of December 31, 2024 (in thousands): Payments Due by Period Total 1 Year 2-3 Years 4-5 Years More than 5 Years (In thousands) Debt obligations $ 135,500 $ 8,437 $ 127,063 $ — $ — Estimated interest payments 13,246 6,552 6,694 — — Leasing obligations 47,256 11,247 14,081 7,024 14,904 Non-U.S. pension funding 13,567 1,493 3,160 3,175 5,739 Total $ 209,569 $ 27,729 $ 150,998 $ 10,199 $ 20,643 We estimated future interest payments based on the effective interest rate as of December 31, 2024.
Contractual Obligations and Commercial Commitments The following table reflects our contractual obligations as of December 31, 2025 (in thousands): Payments Due by Period Total 1 Year 2-3 Years 4-5 Years More than 5 Years (In thousands) Debt obligations $ 111,365 $ 942 $ 8,102 $ 102,321 $ — Estimated interest payments 54,766 12,952 24,890 16,924 — Leasing obligations 58,076 11,929 15,710 10,718 19,719 Non-U.S. pension funding 12,791 1,674 3,348 3,454 4,315 Total $ 236,998 $ 27,497 $ 52,050 $ 133,417 $ 24,034 We estimated future interest payments based on the effective interest rate as of December 31, 2025.
Aftermarket & Accessories Segment Results Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 and Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 The table below sets forth certain Aftermarket & Accessories Segment operating data for the twelve months ended, (dollars are in thousands): 2024 2023 $ Change % Change 2022 $ Change % Change Revenues $ 129,565 $ 137,083 ($7,518) (5.5)% $ 131,845 $ 5,238 4.0% Gross profit 23,348 26,514 (3,166) (11.9) 18,461 8,053 43.6 Selling, general & administrative expenses 8,322 8,144 178 2.2 6,915 1,229 17.8 Operating income 15,026 18,370 (3,344) (18.2) 11,546 6,824 59.1 Revenues.
SEGMENT RESULTS OF OPERATIONS Global Seating Segment Results Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 and Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The table below sets forth certain Global Seating Segment operating data for the twelve months ended, (dollars are in thousands): 2025 2024 $ Change % Change 2023 $ Change % Change Revenues $ 287,249 $ 314,682 $ (27,433) (8.7)% $ 348,690 $ (34,008) (9.8)% Gross profit 35,281 37,551 (2,270) (6.0) 43,151 (5,600) (13.0) Selling, general & administrative expenses 27,435 33,521 (6,086) (18.2) 34,026 (505) (1.5) Operating income 7,846 4,030 3,816 94.7 9,125 (5,095) (55.8) Revenues.
Our primary sources of liquidity during the year ended December 31, 2024 were proceeds from divestitures, cash and availability under our credit facility. We believe that these sources of liquidity will provide adequate funds for our working capital needs, capital expenditures and debt service throughout the next twelve months.
We believe that these sources of liquidity will provide adequate funds for our working capital needs, capital expenditures and debt service throughout the next twelve months. However, no assurance can be given that this will be the case. We also rely on the timely collection of receivables as a source of liquidity.
Other expense decreased $9.3 million in the year ended December 31, 2023 as compared to the year ended December 31, 2022 due primarily to the settlement of the Company's U.S. Pension Plan liabilities of $9.2 million completed during the year ended December 31, 2022. Interest Expense.
Other expense increased $3.8 million in the year ended December 31, 2025 as compared to the year ended December 31, 2024 due primarily to transition service fee income of $3.2 million recognized during the year ended December 31, 2024 which supported the transition of discontinued operations transactions. Interest Expense.
Net cash used in financing activities for the year ended December 31, 2024 is primarily attributable to $56.6 million term loan repayment, offset by an increase of $50.5 million in borrowings under the revolving credit facility.
Net cash used in financing activities for the year ended December 31, 2025 was primarily attributable to the net repayment of $23.7 million of long-term debt and $6.1 million debt issuance and amendment costs to refinance our debt, compared to net repayment of $6.1 million during 2024.
The increase in 2023 gross profit of $8.1 million from 2022 is primarily due to increased pricing to offset material cost inflation and other inflationary items and cost reduction initiatives. As a percentage of revenues, gross profit for the years ended December 31, 2024 and 2023, was 18.0% and 19.3%, respectively.
As a percentage of revenues, gross profit for the years ended December 31, 2025 and 2024, was 12.3% and 12.0%, respectively. The decrease in gross profit in 2025 from 2024 was primarily due to lower sales volume. The twelve months ended December 31, 2025 results include charges of $2.3 million associated with the restructuring program.
Electrical Systems Segment Results Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 and Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 The table below sets forth certain Electrical Systems Segment operating data for the twelve months ended, (dollars are in thousands): 2024 2023 $ Change % Change 2022 $ Change % Change Revenues $ 189,626 $ 228,424 $ (38,798) (17.0)% $ 180,404 $ 48,020 26.6% Gross profit 10,701 35,397 (24,696) (69.8) 23,993 11,404 47.5 Selling, general & administrative expenses 10,252 9,107 1,145 12.6 5,775 3,332 57.7 Operating income 449 26,290 (25,841) (98.3) 18,218 8,072 44.3 28 Table of Contents Revenues.
The increase of $0.7 million in 2024 from 2023, primarily driven by increased salaries. 30 Table of Contents Trim Systems and Components Segment Results Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 and Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The table below sets forth certain Trim Systems and Components Segment operating data for the twelve months ended, (dollars are in thousands): 2025 2024 $ Change % Change 2023 $ Change % Change Revenues $ 158,567 $ 205,545 ($46,978) (22.9)% $ 244,389 $ (38,844) (15.9)% Gross profit 11,612 22,544 (10,932) (48.5) 38,478 (15,934) (41.4) Selling, general & administrative expenses 12,402 10,698 1,704 15.9 17,399 (6,701) (38.5) Operating income (790) 11,846 (12,636) NM 1 21,079 (9,233) (43.8) 1.
The increase in 2023 SG&A expenses of $1.2 million from 2022, is primarily driven by commissions expense increase and is consistent with the prior year on a percent of sales basis. 29 Table of Contents Liquidity and Capital Resources At December 31, 2024, the Company had $50.5 million borrowings under its revolving credit facility.
Liquidity and Capital Resources At December 31, 2025, the Company had $16.8 million in outstanding borrowings under its revolving credit facility and outstanding letters of credit of $2.1 million.
The period over period change in income tax was primarily attributable to the reversal of $22.0 million valuation allowance on our U.S. deferred tax assets during 2023 versus the 2022 establishment of a full valuation allowance on our U.S. deferred tax assets of $24.5 million, offset by the reversal of a $9.9 million valuation allowance on our United Kingdom (U.K.) deferred tax asset. 27 Table of Contents SEGMENT RESULTS OF OPERATIONS Vehicle Solutions Segment Results Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 and Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 The table below sets forth certain Vehicle Solutions Segment operating data for the twelve months ended, (dollars are in thousands): 2024 2023 $ Change % Change 2022 $ Change % Change Revenues $ 404,164 $ 469,962 $ (65,798) (14.0)% $ 470,334 $ (372) (0.1)% Gross profit 39,228 59,363 (20,135) (33.9) 43,074 16,289 37.8 Selling, general & administrative expenses 21,326 26,109 (4,783) (18.3) 23,533 2,576 10.9 Operating income 17,902 33,254 (15,352) (46.2) 19,541 13,713 70.2 Revenues.
The decrease in 2024 SG&A expenses of $0.5 million from 2023 was primarily a result of reduced incentive compensation expense. 29 Table of Contents Global Electrical Systems Segment Results Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 and Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The table below sets forth certain Global Electrical Systems Segment operating data for the twelve months ended, (dollars are in thousands): 2025 2024 $ Change % Change 2023 $ Change % Change Revenues $ 203,186 $ 203,128 $ 58 —% $ 242,390 $ (39,262) (16.2)% Gross profit 21,492 13,182 8,310 63.0 39,645 (26,463) (66.7) Selling, general & administrative expenses 19,443 17,742 1,701 9.6 17,088 654 3.8 Operating income 2,049 (4,560) 6,609 NM 1 22,557 (27,117) NM 1 1.
Removed
Other Key Developments During the year ended December 31, 2024, the Company amended its credit agreement in the second and fourth quarters. On July 30, 2024, the Company entered into Amendment No. 3, to the Credit Agreement.
Added
A developing trend that may have a favorable impact on our Global Electrical Systems segment is the expectation that autonomous, self-driving cars are expected to become more common with continued advancements in technology, including applications such as last mile delivery.
Removed
Amendment No. 3 amended the terms of the existing Credit Agreement to limit the mandatory prepayment requirements for certain specified asset dispositions of the Company and certain of its subsidiaries. The Company repaid $20 million in accordance with Amendment No.3 during the three months ended September 30, 2024.
Added
Demand for autonomous vehicles will contribute to higher electrical and electronic content per vehicle and increased complexity in vehicle wiring architectures. As vehicles incorporate additional sensors, connectivity features, and electronic systems, demand is expected to increase for more complex wire harness solutions supporting power distribution, data transmission, and safety-related functions.
Removed
On December 19, 2024, the Company entered into Amendment No. 4 to its Credit Agreement.
Added
This trend may create opportunities for suppliers, like us, with capabilities in advanced design, engineering, and manufacturing of integrated wiring systems. The timing and extent of adoption of these technologies remain uncertain and are influenced by factors such as regulatory requirements, technology readiness, infrastructure development, and overall vehicle production levels.
Removed
Amendment No. 4 reduced the existing term loan facility to $85 million in aggregate principal amount, reduced the revolving credit facility commitments by $25 million to an aggregate of $125 million in revolving credit facility commitments, and revised the covenant calculation including increasing the maximum consolidated total leverage ratio to 4.25:1.0 (which will be subject to step-downs to 3.75:1.0 at the end of the fiscal quarter ending September 30, 2025; and to 3.00:1.0 for each fiscal quarter thereafter).
Added
Changes in vehicle mix, platform design, or customer demand could impact volumes and content levels and, in turn, affect demand for the Company’s products.
Removed
On July 31, 2024, the Company and SVO, LLC ("Buyer") entered into a purchase agreement pursuant to which the Company would sell substantially all of the assets of the Company's business of manufacturing and assembling structured products, including cabs for medium and heavy-duty vehicles, at its facility in Kings Mountain, North Carolina (the cab structures business).
Added
Other Key Developments The Company announced on June 27, 2025, it had closed on $210 million in senior secured credit facilities, consisting of (i) a $95 million senior secured Term Loan with TCW Group, as agent, and (ii) a $115 million senior secured asset-based revolving credit facility with Bank of America, N.A., as agent.
Removed
On September 6, 2024, the Company and Buyer entered into an amendment to the purchase agreement whereby the transaction closed on September 6, 2024 with the Buyer paying the Company $20 million of the $40 million purchase price.
Added
Obligations under the new senior secured credit facilities will mature on June 27, 2030, with the ABL revolving credit facility springing to 91 days prior to the maturity of the Term Loan or third-party subordinated debt.
Removed
Pursuant to the amended purchase agreement, the parties agreed (i) that the remaining $20 million of the purchase price would be paid on October 1, 2024, (ii) that the assigned contracts and the employees of Seller would transfer to Buyer on October 1, 2024, and (iii) the inventory would be valued as of October 1, 2024, for purposes of determining any adjustment to the purchase price.The Company received the remaining portion of the purchase price on October 1, 2024.
Added
In connection with the financing, TCW Group affiliates received five-year warrants for the purchase of up to 3,934,776 shares of the company’s common stock, issued in two equal tranches. The tranches of warrants have an exercise price of $1.52 and $2.07 per share, respectively.
Removed
The net proceeds of the transaction were approximately $40 million. The Company used the proceeds for debt paydown and other general corporate purposes. The Company recorded an after-tax gain on the sale of the business of approximately $28.8 million for the year ended December 31, 2024.
Added
Until the fourth anniversary after issuance, the Company has the right to repurchase up to 50% of each tranche of warrants at a price equal to $1.40 or $1.00 per share, respectively, above the applicable exercise price.
Removed
On October 30, 2024, the Company entered into a purchase agreement to sell its First Source Electronics (FSE) business with operations in Elkridge, Maryland for approximately $1.5 million, with a note in the amount of $0.5 million and earn out potential of an additional $1.5 million subject to certain criteria.
Added
Upon a refinancing of the new credit agreement, the holders can require the Company to repurchase up to 50% of each tranche at a price equal to the price of the common stock at the time of repurchase less the exercise price. The warrants contain customary anti-dilution adjustments.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+2 added−4 removed3 unchanged
Biggest changeForeign Currency Risk A portion of our revenues during the year ended December 31, 2024 were derived from manufacturing operations outside of the U.S. The results of operations and the financial position of our operations in these other countries are primarily measured in their respective currency and translated into U.S. Dollars.
Biggest changeThe results of operations and the financial position of our operations in these other countries are primarily measured in their respective currency and translated into U.S. Dollars. A portion of the expenses incurred in these countries is in currencies different from which revenue is generated.
Accordingly, our stockholders’ investment will fluctuate depending upon the 32 Table of Contents weakening or strengthening of the U.S. Dollar against the respective foreign currency. The principal currencies of exposure are the Mexican Peso, Chinese Yuan, British Pound, Euro, Czech Koruna, Australian Dollar, Indian Rupee, Thai Baht, Ukrainian Hryvnia and Moroccan Dirham.
Accordingly, our stockholders’ investment will fluctuate depending upon the weakening or strengthening of the U.S. Dollar against the respective foreign currency. The principal currencies of exposure are the Mexican Peso, Chinese Yuan, British Pound, Euro, Czech Koruna, Australian Dollar, Indian Rupee, Thai Baht, Ukrainian Hryvnia and Moroccan Dirham.
We do not enter into derivatives or other financial instruments for trading or speculative purposes. We enter into financial instruments, from time to time, to manage the impact of changes in foreign currency exchange rates and interest rates and to hedge a portion of future anticipated currency transactions. The counterparties are primarily major financial institutions.
We do not enter into derivatives or other financial instruments for trading or speculative purposes. We enter into financial 33 Table of Contents instruments, from time to time, to manage the impact of changes in foreign currency exchange rates and interest rates and to hedge a portion of future anticipated currency transactions. The counterparties are primarily major financial institutions.
In many cases, we have limited ability to pass through inflation-related cost increases due to the competitive nature of the markets that we serve. 33 Table of Contents
In many cases, we have limited ability to pass through inflation-related cost increases due to the competitive nature of the markets that we serve. 34 Table of Contents
Dollar against the respective foreign currency. A portion of our long-term assets and liabilities at December 31, 2024 are based in our foreign operations and are translated into U.S. Dollars at foreign currency exchange rates in effect as of the end of each period with the effect of such translation reflected as a separate component of stockholders’ equity.
A portion of our long-term assets and liabilities at December 31, 2025 are based in our foreign operations and are translated into U.S. Dollars at foreign currency exchange rates in effect as of the end of each period with the effect of such translation reflected as a separate component of stockholders’ equity.
A portion of the expenses incurred in these countries is in currencies different from which revenue is generated. As discussed above, from time to time, we enter into forward exchange contracts to mitigate a portion of this currency risk. The reported income of these operations will be higher or lower depending on a weakening or strengthening of the U.S.
As discussed above, from time to time, we enter into forward exchange contracts to mitigate a portion of this currency risk. The reported income of these operations will be higher or lower depending on a weakening or strengthening of the U.S. Dollar against the respective foreign currency.
Removed
Interest Rate Risk We manage our interest rate risk by balancing the amount of our fixed rate and variable rate debt.
Added
Interest Rate Risk We are exposed to market risk related to changes in interest rates on our variable-rate debt. As of December 31, 2025, we had floating rate debt outstanding of $94.5 million under our Term Loan Facility and of 16.8 million under our ABL Revolving Credit Facility.
Removed
To manage its exposure to variable interest rates in a cost-efficient manner, the Company enters into interest rate swaps in which the Company agrees to exchange, at specified intervals, the difference between fixed and variable interest amounts calculated by reference to an agreed-upon notional principal amount.
Added
A hypothetical change in interest rates of 100 basis points for a full twelve-month period would have an approximate $1.1 million impact on interest expense. Foreign Currency Risk A portion of our revenues during the year ended December 31, 2025 were derived from manufacturing operations outside of the U.S.
Removed
The Company entered into an interest rate swap agreement to fix the interest rate on approximately 50% of the outstanding Term Loan Facility, which was an initial aggregate amount of $87.5 million thereby reducing exposure to interest rate changes.
Removed
A change in our variable interest rate of 100 basis points for a full twelve-month period would have an approximate $0.7 million impact on interest expense assuming approximately 50% of our average fiscal 2024 variable-rate term loan debt had not been hedged via an interest rate swap agreement.

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