Commercial Vehicle Group Q3 revenue rises 36.5%
The third quarter included a 13.5% gross margin, while nine-month operating cash flow was $1.685 million.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Commercial Vehicle Group, Inc. (CVGI) reported third-quarter 2026 revenue of $208.1 million, up 36.5% year over year, and income from continuing operations of $5.6 million, compared with a $6.8 million loss. Gross profit margin was 13.5%, versus 10.5% a year earlier. Management attributed revenue growth primarily to increased customer demand and the ramp of previously awarded business; higher sales volume and operational efficiency improvements contributed to gross profit growth. For the first nine months, revenue was $574.8 million and continuing operations recorded a $2.3 million loss.
CVGI completed a sale-and-leaseback of its Vonore, Tennessee property for $16 million, receiving approximately $14.6 million in net proceeds that it used to prepay term debt. The 20-year lease has initial annual base rent of approximately $1.4 million, increasing 3.5% annually. Under its ATM program, CVGI sold 2.6 million shares through June 30, 2026, for approximately $11.6 million in net proceeds, used to pay down debt; no shares were sold in the third quarter. Nine-month net cash provided by operating activities was $1.685 million, compared with $32.355 million a year earlier.
2 points · 0 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter revenue reached $208.1 million, up 36.5% year over year.
- Moderate pointContinuing-operations income was $5.6 million, versus a $6.8 million loss.
Negative
- Moderate pointNine-month operating cash flow was $1.685 million, versus $32.355 million in 2025.
Filing Explained
The report describes warrants for up to 3,934,776 shares, which would dilute existing holders if exercised, and reports $83.3 million of conditional credit availability.
As of
The warrants were issued to affiliates of TCW Management in two equal tranches, with exercise prices of
At
The Term Loan’s maximum leverage ratio is
Key Figures
Third-quarter revenue: $208.1 million; up 36.5% year over year
Income from continuing operations: $5.6 million; compared with a $6.8 million loss
Gross profit margin: 13.5%; compared with 10.5%
+5 more
8 metrics
Third-quarter revenue
$208.1 million; up 36.5% year over year
Three months ended September 30, 2026
Income from continuing operations
$5.6 million; compared with a $6.8 million loss
Three months ended September 30, 2026 and 2025
Gross profit margin
13.5%; compared with 10.5%
Three months ended September 30, 2026 and 2025
Nine-month revenue
$574.8 million; up 16.3%
Nine months ended September 30, 2026, compared with 2025
Loss from continuing operations
$2.3 million loss
Nine months ended September 30, 2026; compared with a $14.1 million loss in 2025
Net cash provided by operating activities
$1.685 million; compared with $32.355 million
Nine months ended September 30, 2026 and 2025
Total consolidated availability
$83.3 million
As of September 30, 2026
Cash
$39.777 million
As of September 30, 2026
Key Terms
sale and leaseback transaction, at-the-market offering program, borrowing base, consolidated total leverage ratio covenant, +1 more
5 terms
sale and leaseback transaction financial
"completed the sale of the Vonore Property"
A sale and leaseback is when a company sells a long‑lived asset — typically real estate or equipment — to another party and immediately rents it back so it can continue using the asset. Investors care because the deal converts an owned asset into cash while the company takes on rental payments, which changes its financial picture, affects cash flow and future expenses, and can signal management is raising liquidity without selling equity — like selling your house and renting it so you get cash but still live there.
at-the-market offering program financial
"Proceeds from at-the-market offering program"
An at-the-market offering program lets a company sell newly issued shares directly into the open market at current trading prices through a broker, rather than issuing a large block of stock all at once. It matters to investors because it provides the company a flexible way to raise cash over time, which can dilute existing shares gradually and affect earnings per share and stock price depending on how much and when shares are sold—think of it as a faucet the company can open or close to add supply to the market.
borrowing base financial
"subject to availability under the borrowing base"
A borrowing base is the amount a lender will allow a company to borrow based on the value of assets the company offers as security, typically things like accounts receivable and inventory. It matters to investors because it sets a practical ceiling on short-term financing and influences a company’s liquidity and risk: if the borrowing base falls, the company may lose access to cash or be forced to sell assets, which can affect operations and share value.
consolidated total leverage ratio covenant financial
"The consolidated total leverage ratio covenant may not exceed"
mark-to-market financial
"mark-to-market fair value adjustments to the outstanding warrants"
"Mark-to-market" is a method of valuing assets or investments based on their current market price, rather than their original cost or value. It helps investors see the most up-to-date worth of their holdings, much like checking the latest price of a stock before deciding to buy or sell. This approach ensures that financial statements reflect real-time value, providing a clearer picture of overall financial health.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did CVGI report in Q3 2026?
CVGI reported third-quarter 2026 revenue of $208.1 million, up 36.5% from $152.5 million in third-quarter 2025. Income from continuing operations was $5.6 million, compared with a $6.8 million loss.
How many shares did CVGI sell through its ATM program?
CVGI sold 2.6 million shares through June 30, 2026, under an ATM program with an aggregate offering price of up to $25 million, generating approximately $11.6 million in net cash proceeds. The proceeds were used to pay down term debt, and no shares were sold during the third quarter.
How much credit availability did CVGI report?
CVGI reported $83.3 million in total consolidated availability as of September 30, 2026, including $77.3 million under its ABL revolving credit facility and approximately $6.0 million under its China Credit Facility. The ABL availability is subject to customary borrowing-base and other conditions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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Table of Contents
611
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number 001-34365
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices) | (Zip Code) | ||||
(614 ) 289-5360
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||||||
| þ | Smaller reporting company | |||||||||||||
| Emerging growth company | ||||||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | |||||||||||||
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The number of shares outstanding of the Registrant’s common stock, par value $.01 per share, at November 2, 2026 was 40,611,325 shares.
Table of Contents
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
| PART I FINANCIAL INFORMATION | |||||
ITEM 1 – FINANCIAL STATEMENTS | 1 | ||||
Condensed Consolidated Statements of Operations | 1 | ||||
Condensed Consolidated Statements of Comprehensive Income (Loss) | 2 | ||||
Condensed Consolidated Balance Sheets | 3 | ||||
Condensed Consolidated Statements of Cash Flows | 4 | ||||
Condensed Consolidated Statements of Stockholders’ Equity | 5 | ||||
Notes to Condensed Consolidated Financial Statements | 6 | ||||
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 26 | ||||
ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 35 | ||||
ITEM 4 – CONTROLS AND PROCEDURES | 35 | ||||
| PART II OTHER INFORMATION | 36 | ||||
ITEM 1 Legal Proceedings | 36 | ||||
ITEM 1A Risk Factors | 36 | ||||
ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds | 36 | ||||
ITEM 3 Defaults Upon Senior Securities | 36 | ||||
ITEM 4 Mine Safety Disclosures | 36 | ||||
ITEM 5 Other Information | 36 | ||||
ITEM 6 Exhibits | 37 | ||||
SIGNATURE | 38 | ||||
i
Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1 – FINANCIAL STATEMENTS
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| (Unaudited) (In thousands, except per share amounts) | |||||||||||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||||||||
| Gain on sale of assets | ( | ( | |||||||||||||||||||||||||||||||||
| Operating income (loss) | ( | ||||||||||||||||||||||||||||||||||
| Other (income) expense | |||||||||||||||||||||||||||||||||||
| Change in fair value of warrant liabilities | ( | ||||||||||||||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||||||||
| Income (loss) before provision for income taxes | ( | ( | |||||||||||||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||||||||||||||
| Net income (loss) from continuing operations | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Net income (loss) from discontinued operations - Note 18 | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Earnings (loss) per Common Share: | |||||||||||||||||||||||||||||||||||
| Basic earnings (loss) per share | |||||||||||||||||||||||||||||||||||
| Income (loss) from continuing operations | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Income (loss) from discontinued operations | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Diluted earnings (loss) per share | |||||||||||||||||||||||||||||||||||
| Income (loss) from continuing operations | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Income (loss) from discontinued operations | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||||||||||||||
| Basic | |||||||||||||||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
Table of Contents
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| (Unaudited) (In thousands) | |||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||||||||||||||
| Foreign currency exchange translation adjustments | ( | ( | |||||||||||||||||||||||||||||||||
| Minimum pension liability, net of tax | |||||||||||||||||||||||||||||||||||
| Derivative instruments, net of tax | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||||||||||||||
| Comprehensive income (loss) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
Table of Contents
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, 2026 | December 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
(In thousands, except share and per share amounts) | |||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash | $ | $ | |||||||||
Accounts receivable, net of allowances of $ | |||||||||||
| Inventories | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
Intangible assets, net of accumulated amortization of $ | |||||||||||
| Deferred income taxes, net | |||||||||||
| Other assets, net | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued liabilities and other | |||||||||||
| Current portion of long-term debt and short-term debt | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Pension and other post-retirement benefits | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Stockholders’ equity: | |||||||||||
Preferred stock, $ | $ | $ | |||||||||
Common stock, $ | |||||||||||
Treasury stock, at cost: | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Retained deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
Table of Contents
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (Unaudited) | |||||||||||
| (In thousands) | |||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income (loss) | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to cash flows from operating activities from continuing operations: | |||||||||||
| Depreciation and amortization | |||||||||||
| Noncash amortization of debt financing costs | |||||||||||
| Share-based compensation expense | |||||||||||
| Non-cash income on derivative contracts | ( | ( | |||||||||
| Non-cash loss on warrants | |||||||||||
| Gain on sale of assets | ( | ||||||||||
| Loss on extinguishment of debt | |||||||||||
| Recall expense - discontinued operations | |||||||||||
| Change in other operating items: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Inventories | ( | ||||||||||
| Prepaid expenses | ( | ||||||||||
| Accounts payable | ( | ||||||||||
| Accrued liabilities | ( | ||||||||||
| Other operating activities, net | |||||||||||
| Net cash provided by (used in) operating activities | |||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Purchases of property, plant and equipment | ( | ( | |||||||||
| Proceeds from disposal/sale of property, plant and equipment | |||||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Proceeds from at-the-market offering program | |||||||||||
| At-the-market offering issuance costs | ( | ||||||||||
| Borrowings under Term Loan due 2030 | |||||||||||
| Repayment of Prior Term Loan due 2027 | ( | ||||||||||
| Repayment of Term Loan due 2030 | ( | ( | |||||||||
| Repayment of prior revolving credit facility | ( | ||||||||||
| Borrowings under ABL revolving credit facility due 2030 | |||||||||||
| Repayment under ABL revolving credit facility due 2030 | ( | ( | |||||||||
| Borrowings under China credit facility | |||||||||||
| Repayment of China credit facility | ( | ||||||||||
| Surrender of shares to pay withholding taxes | ( | ( | |||||||||
| Debt issuance and amendment costs | ( | ||||||||||
| Prepayment premium and make-whole interest payment | ( | ||||||||||
| Other financing activities | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ( | |||||||||
| EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH | ( | ||||||||||
| NET INCREASE IN CASH | |||||||||||
| CASH: | |||||||||||
| Beginning of period | |||||||||||
| End of period | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
Table of Contents
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Deficit | Accumulated Other Comp. Loss | Total CVG Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| (Unaudited) (In thousands, except share amounts) | |||||||||||||||||||||||||||||||||||||||||
| Balance - December 31, 2024 | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Share-based compensation expense | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Net income (loss) from continuing operations for the period | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Net income (loss) from discontinued operation for the period | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance - March 31, 2025 | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Share-based compensation expense | ( | — | — | ||||||||||||||||||||||||||||||||||||||
| Net income (loss) from continuing operations for the period | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Net income (loss) from discontinued operation for the period | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance - June 30, 2025 | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Share-based compensation expense | ( | — | — | ||||||||||||||||||||||||||||||||||||||
| Net income (loss) from continuing operations for the period | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Net income (loss) from discontinued operation for the period | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance - September 30, 2025 | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Balance - December 31, 2025 | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Share-based compensation expense | ( | — | — | ||||||||||||||||||||||||||||||||||||||
| Net income (loss) from continuing operations for the period | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance - March 31, 2026 | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Sale of common stock, net | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | ( | — | — | ||||||||||||||||||||||||||||||||||||||
| Net income (loss) from continuing operations for the period | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Net income (loss) from discontinued operation for the period | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance - June 30, 2026 | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Sale of common stock, net | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | ( | — | — | |||||||||||||||||||||||||||||||||||||
| Net income (loss) from continuing operations for the period | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance - September 30, 2026 | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
Table of Contents
COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Amounts in thousands, except for share and per share amounts and where specifically disclosed)
1. Description of Business and Basis of Presentation
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. References herein to the "Company", "CVG", "we", "our", or "us" refer to Commercial Vehicle Group, Inc. and its subsidiaries.
We have manufacturing operations in the United States, Mexico, China, United Kingdom, Czech Republic, Ukraine, Morocco, Thailand, India and Australia. Our products are primarily sold in North America, Europe, and the Asia-Pacific region.
We primarily manufacture customized products to meet the requirements of our customers. We believe our products are used by a majority of the North American Commercial Truck manufacturers, many construction and agricultural vehicle original equipment manufacturers ("OEMs"), parts and service dealers, and distributors.
The unaudited condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of America and the rules and regulations of the Securities and Exchange Commission and include the accounts of the Company and its subsidiaries. Except as disclosed within these condensed notes to unaudited quarterly consolidated financial statements, the adjustments made were of a normal, recurring nature. Certain information and footnote disclosures normally included in our annual consolidated financial statements have been condensed or omitted. Additionally, certain prior period amounts related to discontinued operations have been reclassified to conform to footnote presentation for the current year, as further described in this section.
The preparation of financial statements in conformity with GAAP in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.
2. Recently Issued Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income-Expense Disaggregation (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU updates financial reporting requirements by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This information is generally not presented in the financial statements today. The ASU also requires disclosure of the total amount of selling expenses and our definition of selling expenses. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This ASU clarifies interim disclosure requirements and provides a new disclosure principle for reporting material events occurring after the most recent fiscal year. This standard is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.
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In December 2025, the FASB issued ASU 2025-12, Codification Improvements. This ASU updates a broad range of topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements that has a wide application to any entity affected by accounting guidance. The amendments make the codification easier to understand and apply. The standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.
3. Revenue Recognition
We had outstanding customer accounts receivable, net of allowances, of $125.5 million as of September 30, 2026 and $86.3 million as of December 31, 2025. We generally do not have material other assets or liabilities associated with customer arrangements.
Revenue Disaggregation - Certain facilities manufacture and sell multiple product categories. Facilities selling multiple categories are organized under the segment generating the most revenue from that facility, with segment managers responsible for the facility’s overall performance. The following reconciles our revenues by product category and reportable segment:
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||
| Global Seating | Global Electrical Systems | Trim Systems and Components | Total | ||||||||||||||||||||
| Seats | $ | $ | $ | $ | |||||||||||||||||||
| Electrical wire harnesses, panels and assemblies | |||||||||||||||||||||||
| Plastic & Trim components | |||||||||||||||||||||||
| Mirrors, wipers and controls | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| Global Seating | Global Electrical Systems | Trim Systems and Components | Total | ||||||||||||||||||||
| Seats | $ | $ | $ | $ | |||||||||||||||||||
| Electrical wire harnesses, panels and assemblies | |||||||||||||||||||||||
| Plastic & Trim components | |||||||||||||||||||||||
| Mirrors, wipers and controls | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||
| Global Seating | Global Electrical Systems | Trim Systems and Components | Total | ||||||||||||||||||||
| Seats | $ | $ | $ | $ | |||||||||||||||||||
| Electrical wire harnesses, panels and assemblies | |||||||||||||||||||||||
| Plastic & Trim components | |||||||||||||||||||||||
| Mirrors, wipers and controls | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
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| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Global Seating | Global Electrical Systems | Trim Systems and Components | Total | ||||||||||||||||||||
| Seats | $ | $ | $ | $ | |||||||||||||||||||
| Electrical wire harnesses, panels and assemblies | |||||||||||||||||||||||
| Plastic & Trim components | |||||||||||||||||||||||
| Mirrors, wipers and controls | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
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4. Debt
Debt consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Term Loan facility | $ | $ | |||||||||
| ABL Revolving credit facility | |||||||||||
| Unamortized value of warrants | ( | ( | |||||||||
| Unamortized debt discount and issuance costs | ( | ( | |||||||||
| $ | $ | ||||||||||
| Less: current portion of long-term debt | ( | ( | |||||||||
| Total long-term debt, net of current portion | $ | $ | |||||||||
| Short-term debt - China credit facility | $ | $ | |||||||||
Term Loan facility
On June 27, 2025, the Company entered into a $95 million secured credit facility (the “Term Loan”) pursuant to a term loan and security agreement with TCW Asset Management Company LLC (“TCW Management”), as administrative agent, and other lender parties thereto. All obligations of the Company under the Term Loan are unconditionally guaranteed by the Company and certain of its subsidiaries. The Company and each of its guarantor subsidiaries have granted liens in substantially all of their property to secure their respective obligations under the Term Loan, guaranties and related documents. The Term Loan matures on June 27, 2030.
The proceeds of the Term Loan were used, together with cash on hand of the Company, to (a) pay down the then existing term loan and revolving credit facilities due 2027 of the Company with Bank of America, N.A. as administrative agent (the “Prior Credit Facilities"), (b) pay related transaction costs, fees and expenses incurred in connection therewith, and (c) for working capital and other lawful corporate purposes of the Company.
Interest Rates and Fees
Amounts outstanding under the Term Loan accrue interest at a per annum rate based on the consolidated total leverage ratio ranging from SOFR plus 8.75 % with a leverage ratio < 3.50 x to SOFR plus 10.75 % with a leverage ratio > 6.25 x. The interest rate was set at SOFR plus 9.75 % through September 2025. At the Company’s option, interest may be paid at the base rate plus 9.75 % with a leverage ratio < 3.50 x to base rate plus 11.75 % with a leverage ratio > 6.25 x where the base rate is the greatest of (1) 3.0 %, (2) Federal Funds rate plus 0.5 %, (3) SOFR plus 1.0 %, or (4) Prime rate. The base rate margin was initially set at base rate plus 10.75 %. In connection with the initial funding of the Term Loan, the Company paid to the Term Loan lenders a fee equal to 3.0 % of the Term Loan amount.
Covenants and Other Terms
The Term Loan contains a maximum total leverage ratio covenant, a maximum capital expenditure covenant, an average liquidity covenant, and other customary restrictive covenants, including, without limitation, limitations on the ability of the Company and its subsidiaries to incur additional debt and guarantees; grant certain liens on assets; pay dividends or make certain other distributions; make certain investments or acquisitions; dispose of certain assets; make payments on certain indebtedness; merge, combine with any other person or liquidate; amend organizational documents; file consolidated tax returns with entities other than the Company and its subsidiaries; make material changes in accounting treatment or reporting practices; enter into certain restrictive agreements; enter into certain hedging agreements; engage in transactions with affiliates; enter into certain employee benefit plans; amend subordinated debt; and other matters customarily included in senior secured loan agreements. The consolidated total leverage ratio covenant did not exceed 7.25 to 1.00 for the quarter ended September 30, 2025; 6.50 to 1.00 for the quarter ended December 31, 2025; 6.00 to 1.00 for the quarter ended March 31, 2026; 5.25 to 1.00 for the quarter ended June 30, 2026. The consolidated total leverage ratio covenant may not exceed 5.00 to 1.00 for the quarter ending September 30, 2026; 4.75 to 1.00 for the quarter ending December 31, 2026; 4.50 to 1.00 for the quarter ending March 31, 2027; 4.25 to 1.00 for the quarter ending June 30, 2027; and 4.00 to 1.00 for the quarter ending September 30, 2027 and each fiscal quarter thereafter. The Term Loan also contains customary reporting and other affirmative covenants. We were in compliance with these covenants as of September 30, 2026.
The Term Loan contains customary events of default, including, without limitation, nonpayment of obligations under the Term Loan when due; material inaccuracy of representations and warranties; violation of covenants in the Term Loan and certain other documents executed in connection therewith; breach or default of agreements related to material debt; revocation or attempted revocation of guarantees; denial of the validity or enforceability of the loan documents or failure of the loan documents to be in full force and effect; certain material judgments; certain events of bankruptcy or insolvency; certain
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Employee Retirement Income Securities Act events; loss, theft, damage or destruction of collateral; and a change in control of the Company. Certain of the defaults are subject to exceptions, materiality qualifiers, grace periods and baskets customary for credit facilities of this type.
Term Loan amortization payments are to be made quarterly in an amount equal to 0.25 % of the original principal balance of the Term Loan, stepping up to 1.25 % from and after June 30, 2027.
The Term Loan requires the Company to make mandatory prepayments (subject to reinvestment rights) with the proceeds of certain asset dispositions and upon the receipt of certain extraordinary payments (including, without limitation, insurance or condemnation proceeds, sales of Company securities, tax refunds, and judgments). In addition, the Company is required to make annual excess cash flow prepayments commencing after fiscal 2026 financial results are final, and mandatory prepayments with proceeds of debt not permitted under the Term Loan. During the quarter ended September 30, 2026, the Company made two mandatory prepayments totaling $4.2 million from the proceeds of a sale and leaseback transaction and the net proceeds from the Q2 ATM program received at the end of June. This was in addition to prior mandatory prepayments of $11.1 million and $14.6 million during the quarters ended June 30, 2026 and March 31, 2026, respectively. The prior mandatory prepayments were made from previous proceeds from the ATM program and a separate sale and leaseback transaction.
Prepayment of amounts outstanding under the Term Loan are permitted at any time, subject to a make-whole amount for the first year immediately following the initial funding of the Term Loan, a 4 % premium for the second year and a 2 % premium for the third year and the payment of customary breakage costs, if applicable.
In connection with entering into the Term Loan due 2030, the Company issued to affiliates of TCW Management five-year warrants for the purchase of up to an aggregate of 3,934,776 shares of the Company’s common stock, issued in two equal tranches. See Note 5, Fair Value Measurement, for terms of these warrants.
Amendment
On December 22, 2025, the Company entered into an immaterial amendment to the Term Loan. The amendment enacted certain technical changes in connection with the provision of non-U.S. collateral securing the Term Loan.
ABL Revolving Credit Facility
On June 27, 2025, the Company and certain of its subsidiaries, as co-borrowers entered into a loan and security agreement (the “ABL Revolving Credit Facility”) with Bank of America, N.A. as agent, and certain financial institutions as lenders, which agreement governs the Company’s revolving credit facility and amends and restates the Company’s Prior Revolving Credit Facility due 2027. The Company and each of its co-borrower subsidiaries are jointly and severally liable for all obligations arising under the ABL Revolving Credit Facility and have granted liens in substantially all of their property to secure their respective obligations under the revolving loan agreement and related documents. The ABL Revolving Credit Facility matures on June 27, 2030, springing to 91 days prior to the maturity of the Term Loan or third-party subordinated debt.
In accordance with the terms of the ABL Revolving Credit Facility the Company and the other named borrowers thereunder are entitled (subject to the terms and conditions described therein) to request loans and other financial accommodations in an amount equal to the lesser of $115.0 million and a borrowing base composed of accounts receivable and inventory. The ABL Revolving Credit Facility is comprised of a US subfacility of $100.0 million and a UK subfacility of $15.0 million, in each case subject to availability under the borrowing base. The US subfacility further has a first-in-last-out tranche equal to the lesser of $12.5 million and its borrowing base. The Company can increase the size of the revolving commitments thereunder by an incremental $50.0 million, subject to the consent of the lenders providing the incremental commitments. Up to an aggregate of $10.0 million is available to the Company and the other borrowers for the issuance of letters of credit, which reduces availability under the ABL Revolving Credit Facility. Borrowings are available in US Dollars, Pounds Sterling and Euros.
Interest Rates and Commitment Fees
Amounts outstanding under the ABL Revolving Credit Facility accrue interest at a per annum rate based on SOFR, SONIA or EURIBOR, as applicable for the currency of the loan, with margins based on the average daily availability ranging from 1.50 % if average daily availability is greater than $50 million to 2.00 % if average daily availability is less than $30 million. The interest rate was initially set at SOFR plus 1.75 %. The first-in-last-out tranche accrues interest at a 1 % higher rate. At the Company’s option, interest may be paid at the base rate. The base rate spread ranges from 0.50 % if average daily availability is greater than $50 million to 1.00 % if average daily availability is less than $30 million.
The Company will pay an unused fee to the lenders equal to 0.25 % per annum of the unused amounts under the ABL Revolving Credit Facility.
Covenants and Other Terms
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The ABL Revolving Credit Facility includes a springing minimum fixed charge coverage ratio of 1.0 :1.0, calculated when availability is less than the greater of $10.0 million and 10 % of the revolver commitments. The fixed charge coverage ratio is determined with respect to approved obligors only.
The ABL Revolving Credit Facility contains customary restrictive covenants, including, without limitation, limitations on the ability of the Company and its subsidiaries to incur additional debt and guarantees; grant liens on assets; pay dividends or make other distributions; make investments or acquisitions; dispose of assets; make payments on certain indebtedness; merge, combine with any other person or liquidate; amend organizational documents; file consolidated tax returns with entities other than the Company and its subsidiaries; make material changes in accounting treatment or reporting practices; enter into restrictive agreements; enter into hedging agreements; engage in transactions with affiliates; enter into certain employee benefit plans; amend subordinated debt; and other matters customarily included in senior secured loan agreements. The ABL Revolving Credit Facility also contains customary reporting and other affirmative covenants. We were in compliance with these covenants as of September 30, 2026.
The ABL Revolving Credit Facility contains customary events of default, including, without limitation, nonpayment of obligations under the ABL Revolving Credit Facility when due; material inaccuracy of representations and warranties; violation of covenants in the ABL Revolving Credit Facility and certain other documents executed in connection therewith; breach or default of agreements related to material debt; revocation or attempted revocation of guarantees; denial of the validity or enforceability of the loan documents or failure of the loan documents to be in full force and effect; certain material judgments; certain events of bankruptcy or insolvency; certain Employee Retirement Income Securities Act events; loss, theft, damage or destruction of collateral; and a change in control of the Company. Certain of the defaults are subject to exceptions, materiality qualifiers, grace periods and baskets customary for credit facilities of this type.
Voluntary prepayments of amounts outstanding under the ABL Revolving Credit Facility are permitted at any time, without premium or penalty, other than in respect of customary breakage costs, if applicable.
The ABL Revolving Credit Facility requires the borrowers to make mandatory prepayments with the receipt of any proceeds of certain insurance or condemnation awards paid in respect of revolving credit priority collateral.
At September 30, 2026, we had $34.2 million of borrowings under the ABL Revolving Credit Facility, outstanding letters of credit of $3.5 million and availability of $77.3 million (subject to customary borrowing base and other conditions). Combined with availability under our China Credit Facility (described below) of approximately $6.0 million, total consolidated availability was $83.3 million at September 30, 2026. The unamortized deferred financing fees associated with the ABL Revolving Credit Facility of $2.3 million and $2.5 million as of September 30, 2026 and December 31, 2025, respectively, are being amortized over the remaining life of the ABL Revolving Credit Facility. At December 31, 2025, we had $16.8 million borrowings under the ABL Revolving Credit Facility and we had outstanding letters of credit of $2.1 million.
Amendment
On December 22, 2025, the Company entered into an immaterial amendment to the ABL Revolving Credit Facility. The amendment enacted certain technical changes in connection with the provision of non-U.S. collateral securing the ABL Revolving Credit Facility.
See Note 15, Commitments and Contingencies, for the future minimum principal payments due on long-term debt for the next five years.
Foreign Facility
During 2023,we established a working capital credit facility in China consisting of a line of credit with contractual maturity of less than one year (the "China Credit Facility"). The Company periodically renews the China Credit Facility; however, renewal is subject to lender approval and is not contractually committed beyond the current maturity date. The China Credit Facility was renewed in the quarter ended December 31, 2025, with availability of approximately $7.5 million (denominated in the local currency). We utilize the China Credit Facility to meet local working capital demands, fund letters of credit and bank guarantees, and support other short-term cash requirements of our China operations. We had $1.5 million of outstanding borrowings under the China Credit Facility as of September 30, 2026 and $1.4 million of outstanding borrowings as of December 31, 2025. At September 30, 2026, we had $6.0 million of availability under the China Credit Facility.
Cash Paid for Interest
For the nine months ended September 30, 2026 and 2025, cash payments for interest were $9.3 million and $9.5 million, respectively.
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5. Intangible Assets
Our definite-lived intangible assets were comprised of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||
| Weighted- Average Amortization Period | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||||||||||||||||||
| Trademarks/tradenames | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Customer relationships | ( | ( | |||||||||||||||||||||||||||||||||||||||
| $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||
6. Fair Value Measurement
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels, and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities.
Level 2 - Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
Level 3 - Significant unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.
Our financial instruments consist of cash, accounts receivable, accounts payable, accrued liabilities, pension assets and liabilities. The carrying value of these instruments approximates fair value as a result of the short duration of such instruments or due to the variability of the interest cost associated with such instruments.
Recurring Measurements
Foreign Currency Forward Exchange Contracts. Our derivative assets and liabilities represent foreign exchange contracts that are measured at fair value using observable market inputs such as forward rates, interest rates, our own credit risk and counterparty credit risk. Based on the utilization of these inputs, the derivative assets and liabilities are classified as Level 2. To manage our risk for transactions denominated in British Pound, Mexican Pesos, Czech Crown, and Ukrainian Hryvnia, we have entered into forward exchange contracts that are designated as cash flow hedge instruments, which are recorded in the Condensed Consolidated Balance Sheets at fair value. The gains and losses as a result of the changes in fair value of the hedge contract for transactions denominated in Mexican Pesos are deferred in accumulated other comprehensive loss and recognized in cost of revenues in the period the related hedge transactions are settled. As of September 30, 2026, hedge contracts for transactions denominated in British Pound and Czech Crown were not designated as hedging instruments; therefore, they are marked-to-market and the fair value of agreements is recorded in the Condensed Consolidated Balance Sheets with the offsetting gains and losses recognized in other (income) expense and recognized in cost of revenues in the period the related hedge transactions are settled in the Condensed Consolidated Statements of Operations.
Interest Rate Swaps. As of March 31, 2025, the Company settled its interest rate swap and received cash proceeds of $0.6 million. The gain on the swap settlement was recorded in Other comprehensive income (loss) and is being recognized over the life of the hedged transactions. As of September 30, 2026, there was no interest rate swap outstanding.
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Stock Warrants Issued in Connection with Long-Term Debt — In connection with entering into the Term Loan due 2030, the Company issued to affiliates of TCW Management five-year warrants for the purchase of up to an aggregate of 3,934,776 shares of the Company’s common stock, issued in two equal tranches. The tranches have an exercise price of $1.52 and $2.07 per share, respectively. Until the fourth anniversary after issuance, the Company has the right to repurchase up to 50 % of each tranche of warrants at a price equal to $1.40 or $1.00 per share, respectively, above the applicable exercise price. Upon a refinancing of the Term Loan, the holders of the warrants can require the Company to repurchase up to 50 % of each tranche at a price equal to the per share price of the Company's common stock at the time of repurchase less the exercise price. The warrants contain anti-dilution adjustments that may result in a change in the number of shares of common stock issuable upon exercise. The Company also has provided TCW Management with certain information and registration rights, including filing a registration statement within 45 days to register the resale of the shares underlying the warrants, pursuant to an Investor Rights Agreement.
As of September 30, 2026 and December 31, 2025, the warrants were valued at $6.8 million and $2.5 million, respectively, using the Binomial Lattice Model. The balances were recorded in Other long-term liabilities on the Condensed Consolidated Balance Sheets with the offsetting gains and losses recognized in other (income) expense in the Condensed Consolidated Statements of Operations. We recognized a gain of $4.1 million and a loss of $4.3 million from changes in the fair value of the warrants for the three and nine months ended September 30, 2026, respectively.
The fair values of our financial instruments measured on a recurring basis are categorized as follows:
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange contract designated as hedging instruments | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange contract not designated as hedging instruments | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange contract designated as hedging instruments | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange contract not designated as hedging instruments | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Warrants | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
The following table summarizes the notional amount of our open foreign exchange contracts:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| U.S. $ Equivalent | U.S. $ Equivalent Fair Value | U.S. $ Equivalent | U.S. $ Equivalent Fair Value | ||||||||||||||||||||
| Commitments to buy or sell currencies - Foreign exchange contract designated as hedging instruments | $ | $ | $ | $ | |||||||||||||||||||
Commitments to buy or sell currencies - Foreign exchange contract not designated as hedging instruments | $ | $ | $ | $ | |||||||||||||||||||
We consider the impact of our credit risk on the fair value of the contracts, as well as the ability to execute obligations under the contract.
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The following table summarizes the fair value and presentation of financial instruments in the Condensed Consolidated Balance Sheets:
| Derivative Asset | |||||||||||||||||
| Balance Sheet Location | Fair Value | ||||||||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||||||||
| Foreign exchange contract designated as hedging instruments | Other current assets | $ | $ | ||||||||||||||
| Foreign exchange contract not designated as hedging instruments | Other current assets | $ | $ | ||||||||||||||
| Derivative Liability | |||||||||||||||||
| Balance Sheet Location | Fair Value | ||||||||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||||||||
| Foreign exchange contract designated as hedging instruments | Accrued liabilities and other | $ | $ | ||||||||||||||
| Warrants | Other long term liabilities | $ | $ | ||||||||||||||
| Derivative Equity | |||||||||||||||||
| Balance Sheet Location | Fair Value | ||||||||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||||||||
| Foreign exchange contracts designated as hedging instruments | Accumulated other comprehensive income (loss) | $ | $ | ||||||||||||||
| Interest rate swap agreements | Accumulated other comprehensive income | $ | $ | ||||||||||||||
The following table summarizes the effect of derivative instruments on the Condensed Consolidated Statements of Operations:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||
| Location of Gain (Loss) Recognized on Derivatives | Amount of Gain (Loss) Recognized in Income on Derivatives | Amount of Gain (Loss) Recognized in Income on Derivatives | |||||||||||||||||||||||||||||||||||||||
| Foreign exchange contracts designated as hedging instruments | Cost of revenues | $ | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||||
| Settled interest rate swap agreements | Interest expense | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Foreign exchange contracts not designated as hedging instruments | Other (income) expense | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||
We consider the impact of our credit risk on the fair value of the contracts, as well as our ability to honor obligations under the contract.
Other Fair Value Measurements
The fair value of long-term debt obligations is based on a fair value model utilizing observable inputs. Based on these inputs, our long-term debt fair value as disclosed was classified as Level 3 as of September 30, 2026 and December 31, 2025 due to
14
the lack of observable market inputs or comparable instruments. With the refinancing of our long-term debt on June 27, 2025, the carrying values of our long-term debt obligations approximate the fair values.
The carrying amounts and fair values of our long-term debt obligations are as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||
Term Loan 1 | $ | $ | $ | $ | |||||||||||||||||||
| Revolving credit facility | $ | $ | $ | $ | |||||||||||||||||||
1.Presented in the Condensed Consolidated Balance Sheets as the current portion of long-term debt of $2.9 million and long-term debt of $57.5 million as of September 30, 2026 and current portion of long-term debt of $0.9 million and long-term debt of $87.2 million as of December 31, 2025.
7. Leases
The components of lease expense are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
Operating lease cost | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Finance lease cost | |||||||||||||||||||||||||||||||||||
Short-term lease cost | |||||||||||||||||||||||||||||||||||
| Total lease expense | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Supplemental balance sheet information related to leases is as follows:
| Balance Sheet Location | September 30, 2026 | December 31, 2025 | ||||||||||||
| Operating Leases | ||||||||||||||
| Right-of-use assets, net | Other assets, net1 | $ | $ | |||||||||||
| Current liabilities | Accrued liabilities and other | |||||||||||||
| Non-current liabilities | Other long-term liabilities | |||||||||||||
| Total operating lease liabilities | $ | $ | ||||||||||||
| Finance Leases | ||||||||||||||
| Right-of-use assets, net | Other assets, net | $ | $ | |||||||||||
| Current liabilities | Accrued liabilities and other | |||||||||||||
| Non-current liabilities | Other long-term liabilities | |||||||||||||
| Total finance lease liabilities | $ | $ | ||||||||||||
Cash payments on operating leases were $10.8 million and $8.7 million for the nine months ended September 30, 2026 and 2025, respectively.
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Anticipated future lease costs, which are based in part on certain assumptions to approximate annual rental commitments under non-cancelable leases, are as follows:
| Operating | Financing | Total | ||||||||||||||||||
| Remainder of 2026 | $ | $ | $ | |||||||||||||||||
| 2027 | ||||||||||||||||||||
| 2028 | ||||||||||||||||||||
| 2029 | ||||||||||||||||||||
| 2030 | ||||||||||||||||||||
| Thereafter | ||||||||||||||||||||
| Total lease payments | $ | $ | $ | |||||||||||||||||
| Less: Imputed interest | ( | ( | ( | |||||||||||||||||
| Present value of lease liabilities | $ | $ | $ | |||||||||||||||||
8. Income Taxes
We recorded a $1.7 million tax provision, or 24 % effective tax rate for the three months ended September 30, 2026, compared to a $0.7 million tax provision, or (11 )% effective tax rate for the three months ended September 30, 2025. The effective tax rate is impacted by the mix of the Company's profitable foreign operations and losses in the U.S. while maintaining its full valuation allowance position on U.S. deferred tax assets. Income tax expense is based on an estimated annual effective tax rate, which requires management to make its best estimate of annual pretax income or loss. During the year, management regularly updates forecasted annual pretax results for the various countries in which the Company operates based on changes in factors such as prices, shipments, product mix, material inflation and manufacturing operations. To the extent that actual 2026 pretax results for U.S. and foreign income or loss vary from estimates, the actual income tax expense recognized in 2026 could be different from the forecasted amount used to estimate the income tax expense for the three and nine months ended September 30, 2026.
For the nine months ended September 30, 2026 and 2025, cash paid for taxes, net of refunds received, were $3.7 million and $2.6 million, respectively.
9. Pension and Other Post-Retirement Benefit Plans
The components of net periodic (benefit) cost related to pension and other post-retirement benefit plans is as follows:
| Non-U.S. Pension Plan | |||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Interest cost | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Amortization of prior service cost | |||||||||||||||||||||||||||||||||||||||||||||||
| Recognized actuarial loss | |||||||||||||||||||||||||||||||||||||||||||||||
| Net cost | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Non-U.S. Pension Plan | |||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Interest cost | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Amortization of prior service cost | |||||||||||||||||||||||||||||||||||||||||||||||
| Recognized actuarial loss | |||||||||||||||||||||||||||||||||||||||||||||||
| Net cost | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
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Net periodic cost components, not inclusive of service costs, are recognized in other (income) expense within the Condensed Consolidated Statements of Operations.
10. Performance Awards
The Company made awards, defined as cash, shares or other awards, to employees under the Second Amended and Restated Commercial Vehicle Group, Inc. 2020 Equity Incentive Plan (the “Second Amended and Restated 2020 EIP”). Effective May 14, 2026, the stockholders of the Company approved the Second Amended and Restated 2020 Equity Incentive Plan.
The following table summarizes performance awards granted in the form of cash awards under the equity incentive plans:
| Amount | ||||||||
| Adjusted Award Value at December 31, 2025 | $ | |||||||
| New grants | ||||||||
| Forfeitures/Surrenders | ( | |||||||
| Adjustments | ||||||||
| Payments | ( | |||||||
| Adjusted Award Value at September 30, 2026 | $ | |||||||
Unrecognized compensation expense was $3.9 million and $2.2 million as of September 30, 2026 and 2025, respectively.
11. Share-Based Compensation
The Company's outstanding share-based compensation is comprised solely of restricted stock awards and performance stock awards to be settled in stock.
As of September 30, 2026, there was approximately $10.9 million of unrecognized compensation expense related to unvested share-based compensation arrangements granted under our equity incentive plans. This expense is subject to future adjustments and forfeitures and will be recognized on a straight-line basis over the remaining period listed above for each grant.
A summary of the status of our restricted stock awards and performance stock awards as of September 30, 2026 and changes during the nine months ended September 30, 2026, are presented below:
| 2026 | |||||||||||
| Shares (in thousands) | Weighted- Average Grant-Date Fair Value | ||||||||||
| Unvested - December 31, 2025 | $ | ||||||||||
Granted1 | |||||||||||
| Vested | ( | ( | |||||||||
| Forfeited/Surrendered | ( | ||||||||||
| Unvested - September 30, 2026 | $ | ||||||||||
As of September 30, 2026, a total of 1.9 million shares were available for future grants from the shares authorized for award under our Second Amended and Restated 2020 Equity Incentive Plan, including cumulative forfeitures and surrenders.
On June 10, 2025, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of the Company granted 805,031 shares of restricted stock pursuant to the Company's Amended and Restated 2020 Equity Incentive Plan (the “A&R 2020 EIP”) to James Ray, the Company’s President and Chief Executive Officer (“Mr. Ray”). It came to the attention of the Committee that, in light of the significant fluctuation in the Company's stock price, the original grant to Mr. Ray exceeded the A&R 2020 EIP share limitation by 85,031 shares. Effective April 22, 2026, Mr. Ray agreed to surrender and transfer to the Company for no consideration, all right, title and interest in and to 85,031 unvested shares of such restricted stock award so that the original grant will comply with the requirements of the A&R 2020 EIP. Effective June 2, 2026, the Compensation Committee awarded Mr. Ray 85,031 restricted shares under the Second Amended and Restated 2020 Equity Incentive Plan (the “Second A&R 2020 EIP”) and the terms of such award mirror the terms of the grant from June 10, 2025.
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Due to limitations on the number of shares that can be granted under the A&R 2020 EIP, the 2025 LTIP award to Mr. Ray that would be settled in stock (“Mr. Ray’s 2025 Performance Award Settled in Stock”) was cancelled, as of April 23, 2026, with Mr. Ray irrevocably forfeiting all rights, title and interest in Mr. Ray’s 2025 Performance Award Settled in Stock. Effective June 2, 2026, the Compensation Committee awarded Mr. Ray 603,774 performance shares with a potential payout in the form of stock under the Second A&R 2020 EIP and the terms of such award mirror the terms of Mr. Ray’s 2025 Performance Award Settled in Stock that was forfeited. The fair value of the 2026 replacement award was measured using a Monte Carlo simulation model, which reflects the impact of the revised market‑condition vesting criteria as of the grant date, and resulted in incremental compensation cost of $3.1 million, of which $0.7 million was recognized through September 30, 2026. The remaining $2.4 million will be recognized over the remaining requisite service period of the award through December 31, 2027. The modification did not change the Company’s expectations regarding the number of awards expected to vest.
12. Stockholders’ Equity
Common Stock — Our authorized capital stock consists of 60,000,000 0.01 37,657,744 34,185,682
Preferred Stock — Our authorized capital stock also consists of 5,000,000 0.01 no
Earnings (Loss) Per Share — Basic earnings (loss) per share is determined by dividing net income (loss) by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share presented is determined by dividing net income (loss) by the weighted average number of common shares and potential common shares outstanding during the period as determined by the treasury stock method. Potential common shares are included in the diluted earnings per share calculation when dilutive.
Diluted earnings (loss) per share for the three and nine months ended September 30, 2026 and 2025 includes the effect of potential common shares issuable when dilutive, and is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
| Net income (loss) from continuing operations | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Net loss from discontinued operations | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Weighted average number of common shares outstanding (in '000s) | ||||||||||||||||||||||||||||||||||||||
| Dilutive shares outstanding | ||||||||||||||||||||||||||||||||||||||
| Basic income (loss) per share from continuing operations | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
| Basic loss per share from discontinued operations | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
| Diluted income (loss) per share from continuing operations | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
| Diluted loss per share from discontinued operations | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
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13. Other Comprehensive Income (Loss)
The after-tax changes in accumulated other comprehensive income (loss), are as follows:
| Foreign currency translation adjustment | Pension and post-retirement benefits plans | Derivative instruments | Accumulated other comprehensive income (loss) | ||||||||||||||||||||
| Balance - December 31, 2025 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Net current period change | ( | ( | ( | ||||||||||||||||||||
| Amounts reclassified into earnings | ( | ( | |||||||||||||||||||||
| Balance - September 30, 2026 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Foreign currency translation adjustment | Pension and post-retirement benefit plans | Derivative instruments | Accumulated other comprehensive income (loss) | ||||||||||||||||||||
| Balance - December 31, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net current period change | |||||||||||||||||||||||
| Amounts reclassified into earnings | |||||||||||||||||||||||
| Balance - September 30, 2025 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
The related tax effects allocated to each component of other comprehensive income (loss) are as follows:
| Three Months Ended September 30, 2026 | Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Before Tax Amount | Tax Expense | After Tax Amount | Before Tax Amount | Tax Expense | After Tax Amount | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net current period change | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cumulative translation adjustment | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||
| Net actuarial gain (loss) and prior service credit | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Derivative instruments | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net unrealized gain (loss) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified into earnings: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Actuarial gain and prior service cost | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivative instruments | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net realized gain | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total other comprehensive income (loss) | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Before Tax Amount | Tax Expense | After Tax Amount | Before Tax Amount | Tax Expense | After Tax Amount | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net current period change | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cumulative translation adjustment | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Net actuarial gain (loss) and prior service credit | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivative instruments | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net unrealized gain (loss) | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified into earnings: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Actuarial gain and prior service cost | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivative instruments | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net realized gain (loss) | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total other comprehensive income (loss) | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||
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14. Cost Reduction and Manufacturing Capacity Rationalization
The Company's restructuring program seeks to align cost structure to support margin expansion. The program includes workforce reductions and footprint optimization across segments.
The changes in accrued restructuring balances are as follows:
| Global Seating | Global Electrical Systems | Trim Systems and Components | Corporate/Other | Total | |||||||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| New charges | |||||||||||||||||||||||||||||
| Payments and other adjustments | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| March 31, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| New charges | |||||||||||||||||||||||||||||
| Payments and other adjustments | ( | ( | |||||||||||||||||||||||||||
| June 30, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| New charges | |||||||||||||||||||||||||||||
| Payments and other adjustments | ( | ( | ( | ||||||||||||||||||||||||||
| September 30, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Global Seating | Global Electrical Systems | Trim Systems and Components | Corporate/ Other | Total | |||||||||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| New charges | |||||||||||||||||||||||||||||||||||
| Payments and other adjustments | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| March 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| New charges | |||||||||||||||||||||||||||||||||||
| Payments and other adjustments | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| June 30, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| New charges | |||||||||||||||||||||||||||||||||||
| Payments and other adjustments | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| September 30, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
Of the $1.0 million costs incurred in the three months ended September 30, 2026 for restructuring, $0.5 million related to headcount reductions and $0.5 million related to facility exit and other costs. Of the $1.0 million costs incurred, $0.7 million were recorded in cost of revenues and $0.3 million were recorded in selling, general and administrative expenses.
Of the $3.2 million costs incurred in the nine months ended September 30, 2026 for restructuring, $2.3 million related to headcount reductions and $0.9 million related to facility exist and other costs; $2.6 million were recorded in cost of revenues and $0.6 million were recorded in selling, general and administrative expenses.
All of the $2.7 million costs incurred in the three months ended September 30, 2025 for restructuring related to headcount reductions and were recorded in cost of revenues.
15. Commitments and Contingencies
Leases - As disclosed in Note 7, Leases, we lease office, warehouse and manufacturing space and equipment under non-cancelable operating lease agreements that generally require us to pay maintenance, insurance, taxes and other expenses in addition to annual rental fees. As of September 30, 2026, our equipment leases did not provide for any material guarantee of a specified portion of residual values.
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Guarantees - Costs associated with guarantees are accrued when it is probable that a liability has been incurred and the amount can be reasonably estimated. The most likely cost to be incurred is accrued based on an evaluation of available facts; where no amount within a range of estimates is more likely, the minimum is accrued. As of September 30, 2026 and 2025, we had no such guarantees.
Litigation - We are subject to various legal proceedings and claims arising in the ordinary course of business, including but not limited to product liability claims, customer and supplier disputes, service provider disputes, examinations by taxing authorities, employment disputes, workers’ compensation claims, unfair labor practice charges, OSHA investigations, intellectual property disputes and environmental claims arising out of the conduct of our businesses.
Management believes that the Company maintains adequate insurance and that we have established reserves for issues that are probable and estimable in amounts that are adequate to cover reasonable adverse judgments not covered by insurance. Based upon the information available to management and discussions with legal counsel, it is the opinion of management that the ultimate outcome of the various legal actions and claims that are incidental to our business are not expected to have a material adverse impact on the consolidated financial position, results of operations, equity or cash flows; however, such matters are subject to many uncertainties and the outcomes of individual matters are not predictable with any degree of assurance.
Warranty - We are subject to warranty claims for products that fail to perform as expected due to design or manufacturing deficiencies. Depending on the terms under which we supply products to our customers, a customer may hold us responsible for some or all of the repair or replacement costs of defective products when the product supplied did not perform as represented. Our policy is to record provisions for estimated future customer warranty costs based on historical trends and for specific claims. These amounts, as they relate to the periods ended September 30, 2026 and December 31, 2025, are included within accrued liabilities and other in the accompanying Condensed Consolidated Balance Sheets.
On July 24, 2023, one of our customers issued a voluntary safety recall related to certain wiper system components supplied by us. On October 6, 2025, one of our customers issued a safety recall related to certain truck cabs produced in our cab manufacturing facility. The facility was sold during 2024 and reported as discontinued operations. To the extent any additional loss occurs that is attributed to us, we believe that we have reasonable levels of insurance coverage to mitigate recall exposure risk. It is reasonably possible that we will incur additional losses and fees above the amount accrued for warranty claims but we cannot estimate a range of such reasonably possible losses or fees related to these claims at this time. There are no assurances, however, that settlements reached and/or adverse judgments received, if any, will not exceed amounts normally accrued.
The following presents a summary of the warranty provision for the nine months ended September 30, 2026:
| Balance - December 31, 2025 | $ | ||||
| Provision for warranty claims | |||||
| Deduction for payments made and other adjustments | ( | ||||
| Balance - September 30, 2026 | $ | ||||
Debt Payments - As disclosed in Note 4, Debt, the Term Loan requires the Company to repay a fixed amount of principal on a quarterly basis and make voluntary prepayments that coincide with certain events.
The following table provides future minimum principal payments due on long-term debt for the next five years. The existing long-term debt matures in 2030; no payments are due thereafter:
| Total | |||||||||||||||||
| Remainder of 2026 | $ | ||||||||||||||||
| 2027 | $ | ||||||||||||||||
| 2028 | $ | ||||||||||||||||
| 2029 | $ | ||||||||||||||||
| 2030 and thereafter | $ | ||||||||||||||||
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16. Segment Reporting
Our President and Chief Executive Officer is the Company’s chief operating decision maker (“CODM”). The CODM uses segment operating income compared to historical results, budgets, and forecasted financial information, in order to assess segment performance and allocate operating and capital resources.
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. 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. These 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.
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.
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. These products are sold both as Original Equipment and as repair products.
The following tables present financial information for the Company's reportable segments for the periods indicated:
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||
| Global Seating | Global Electrical Systems | Trim Systems and Components | Total | ||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||||||||
| Selling, general & administrative expenses | |||||||||||||||||||||||||||||
| Gain on sale of assets | ( | ( | |||||||||||||||||||||||||||
Operating income (loss) 1 | $ | $ | $ | $ | |||||||||||||||||||||||||
Corporate and other unallocated costs 2 | |||||||||||||||||||||||||||||
| Other (income) expense | |||||||||||||||||||||||||||||
| Change in fair value of warrant liabilities | ( | ||||||||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||
| Profit (loss) before provision for income taxes | $ | ||||||||||||||||||||||||||||
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| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Global Seating | Global Electrical Systems | Trim Systems and Components | Total | ||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||||||||
| Selling, general & administrative expenses | |||||||||||||||||||||||||||||
Operating income (loss) 1 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
Corporate and other unallocated costs 2 | |||||||||||||||||||||||||||||
| Other (income) expense | |||||||||||||||||||||||||||||
| Change in fair value of warrant liabilities | |||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||
| Profit (loss) before provision for income taxes | $ | ( | |||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||
| Global Seating | Global Electrical Systems | Trim Systems and Components | Total | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general & administrative expenses | |||||||||||||||||||||||
| Gain on sale of assets | ( | ( | ( | ||||||||||||||||||||
Operating income (loss) 1 | $ | $ | $ | $ | |||||||||||||||||||
Corporate and other unallocated costs 2 | |||||||||||||||||||||||
| Other (income) expense | |||||||||||||||||||||||
| Change in fair value of warrant liabilities | |||||||||||||||||||||||
| Loss on early extinguishment of debt | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Profit (loss) before provision for income taxes | $ | ||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Global Seating | Global Electrical Systems | Trim Systems and Components | Total | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general & administrative expenses | |||||||||||||||||||||||
Operating income (loss) 1 | $ | $ | $ | $ | |||||||||||||||||||
Corporate and other unallocated costs 2 | |||||||||||||||||||||||
| Other (income) expense | |||||||||||||||||||||||
| Change in fair value of warrant liabilities | |||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Profit (loss) before provision for income taxes | $ | ( | |||||||||||||||||||||
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1.Segment operating income includes allocated corporate operating expenses associated with central services such as procurement, quality, logistics, environmental health and safety, information technology, insurance, finance, credit and collections, treasury and human resources. Operating expenses related to corporate headquarter functions are primarily allocated to each segment based on revenue contribution.
2.Unallocated corporate costs include enterprise and governance stewardship which include listing fees, audit fees, compliance costs, insurance costs, Board of Directors fees, and corporate management stock-based compensation expenses. Finally, interest expense, income taxes, and certain other items included in Other (income) expense, which are managed on a consolidated basis, are not allocated to the operating segments.
17. Other Financial Information
Items reported in inventories consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Inventories | $ | $ | |||||||||
Items reported in property, plant, and equipment, net consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Land and buildings | $ | $ | |||||||||
| Machinery and equipment | |||||||||||
| Construction in progress | |||||||||||
| Property, plant, and equipment, gross | |||||||||||
| Less accumulated depreciation | ( | ( | |||||||||
| Property, plant and equipment, net | $ | $ | |||||||||
Items reported in accrued expenses and other liabilities consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Compensation and benefits | $ | $ | |||||||||
| Operating lease liabilities | |||||||||||
| Customer tooling projects | |||||||||||
| Taxes payable | |||||||||||
| Accrued legal and professional fees | |||||||||||
| Accrued freight | |||||||||||
| Warranty costs | |||||||||||
| Product recall obligation | |||||||||||
| Other | |||||||||||
| Accrued liabilities and other | $ | $ | |||||||||
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18. Discontinued Operations
The following table provides a reconciliation of the individual discontinued operations to the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Income (loss) from discontinued operations, net of tax | |||||||||||||||||||||||||||||||||||
| Cab structures business | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Industrial Automation segment | ( | ( | |||||||||||||||||||||||||||||||||
| Total income (loss) from discontinued operations, net of tax | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The discussion and analysis below describes material changes in financial condition and results of operations as reflected in our condensed consolidated financial statements for the three and nine months ended September 30, 2026 and 2025. This discussion and analysis should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 Form 10-K.
Business Overview
CVG is a global provider of systems, assemblies and components to the global commercial vehicle market and the electric vehicle market. We deliver real solutions to complex design, engineering and manufacturing problems while creating positive change for our customers, industries, and communities we serve.
We have manufacturing operations in the United States, Mexico, China, United Kingdom, Czech Republic, Ukraine, Morocco, Thailand, India and Australia. Our products are primarily sold in North America, Europe, and the Asia-Pacific region.
We primarily manufacture customized products to meet the requirements of our customers. We believe our products are used by a majority of the North American Commercial Truck markets and many construction and agriculture vehicle OEMs, parts and service dealers, and distributors.
Key Developments
On March 27, 2026, the Company entered into a Purchase and Sale Agreement (the “Purchase Agreement”), pursuant to which the parties agreed to consummate a sale and leaseback transaction (the “Sale and Leaseback Transaction”). Under the terms of the Purchase Agreement, CVG agreed to sell that certain property located in Vonore, Tennessee (the “Vonore Property”) for a purchase price of $16 million. The Company completed the sale of the Vonore Property on March 27, 2026, and entered into a long-term lease, pursuant to which the Company will lease the Vonore Property at an initial annual base rent of approximately $1.4 million for the first year and annual increases of 3.5% thereafter. The lease will be for a twenty-year term. The closing of the sale of the Vonore Property provided the Company with net proceeds (after tax and transaction-related costs) of approximately $14.6 million. The Company used the net proceeds from the Sale and Leaseback Transaction to prepay a portion of its existing term loan facility, thereby reducing the Company’s leverage profile.
On June 18, 2026, the Company disclosed that it entered into a Capital on Demand™ Sales Agreement (the “Sales Agreement”) with JonesTrading Institutional Services LLC (“Sales Agent”), as sales agent, pursuant to which the Company may offer and sell, from time to time, through or to the Sales Agent, as agent or principal, shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), having an aggregate offering price of up to $25,000,000 (the “ATM Program”).
As of June 30, 2026, the Company had sold 2.6 million shares of Common Stock in the ATM Program, generating net cash proceeds of approximately $11.6 million. As required by the Company’s secured term loan facility, all such net proceeds were used by the Company to pay down outstanding indebtedness and associated prepayment premium under such facility. No shares of Common Stock were sold in the ATM Program during the three months ended September 30, 2026.
We continue to navigate through several challenging external factors which create uncertainty and volatility in our end markets, including, but not limited to, geopolitical dynamics, inflationary pressures, increased fuel prices, new and changing tariff actions and responses, tax regulation and fluctuating foreign exchange rates. We expect the Company’s cost of goods sold will continue to be impacted by tariffs, inflationary pressures and fuel prices which increase the price of materials purchased and products sold to customers. In the past, we have negotiated with our customers in an attempt to pass on a portion of the increased costs to our customers, although there is significant uncertainty as to our ability to pass these costs, or a portion of these costs, along to our customers. Geopolitical uncertainties may continue to create a challenging operating environment. We continue to closely monitor the situation and are prepared to remain agile in responding to any new developments.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”), which includes a broad range of tax reform provisions, was signed into law in the United States. Key provisions of the bill include, but are not limited to, immediate expensing of R&D expenditures, restoration and expansion of 100% bonus depreciation and permanent reinstatement of the EBITDA limitation for the calculation of the Section 163(j) business interest expense deduction. Additionally, the bill extends and modifies certain international tax provisions of the 2017 Tax Cuts and Jobs Act that were set to expire at the end of 2025. The tax provisions in OBBBA did not have a material impact on the Company’s consolidated financial statements or results of operations.
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Consolidated Results of Operations
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
The table below sets forth certain consolidated operating data for the three months ended September 30 (dollars are in thousands):
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | $ | 208,091 | $ | 152,489 | $ | 55,602 | 36.5% | ||||||||||||||||
| Gross profit | 28,100 | 16,043 | 12,057 | 75.2 | |||||||||||||||||||
| Selling, general and administrative expenses | 23,531 | 17,104 | 6,427 | 37.6 | |||||||||||||||||||
| Gain on sale of assets | (3,084) | — | (3,084) | NM1 | |||||||||||||||||||
| Other (income) expense | 686 | 729 | (43) | (5.9) | |||||||||||||||||||
| Change in fair value of warrant liabilities | (4,112) | 275 | (4,387) | NM1 | |||||||||||||||||||
| Loss on extinguishment of debt | 419 | — | 419 | NM1 | |||||||||||||||||||
| Interest expense | 3,356 | 4,068 | (712) | (17.5) | |||||||||||||||||||
| Provision for income taxes | 1,733 | 687 | 1,046 | 152.3 | |||||||||||||||||||
Net income (loss) from continuing operations | 5,571 | (6,820) | 12,391 | NM1 | |||||||||||||||||||
1.Not meaningful
Revenues. The increase in consolidated revenues resulted from:
•a $53.2 million, or 42.9%, increase in OEM and other sales;
•a $2.4 million, or 8.3%, increase in aftermarket and OES sales.
The increase in revenues of 36.5% is primarily driven by increased customer demand and the ramp of previously awarded new business wins across all three of our segments.
Gross Profit. Included in gross profit is cost of revenues, which consists primarily of raw materials and purchased components for our products, wages and benefits for our employees and overhead expenses such as manufacturing supplies, facility rent and utilities costs related to our operations. The $12.1 million increase in gross profit is primarily attributable to the impact of increased sales volumes and operational efficiency improvements. Cost of revenues increased $43.5 million, or 31.9%, as a result of an increase in raw material and purchased component costs of $34.3 million, or 45.2%, and an increase in labor and overhead expenses of $9.2 million, or 15.2%. As a percentage of revenues, gross profit margin was 13.5% for the three months ended September 30, 2026 compared to 10.5% for the three months ended September 30, 2025. The three months ended September 30, 2026 results include charges of $0.7 million associated with restructuring programs, compared to $2.4 million for the three months ended September 30, 2025.
Selling, General and Administrative Expenses. Selling, general and administrative ("SG&A") expenses consist primarily of wages and benefits and other expenses such as marketing, travel, legal, audit, rent and utilities costs, which are not directly or indirectly associated with the manufacturing of our products. SG&A expenses increased $6.4 million compared to the three months ended September 30, 2025, primarily as a result of a $2.0 million increase in share-based compensation primarily due to age and service-based accelerated vesting, $2.5 million of annual and other incentive compensation expense, $0.7 million of outside advisory services, $0.7 million in recruiting costs; offset by a decrease of $0.6 million for accounting remeasurement of liability-classified long-term incentive awards whose value fluctuates in line with our share price. As a percentage of revenues, SG&A expense was 11.3% and 11.2% for the three months ended September 30, 2026 and 2025, respectively.
Gain on sale of assets. During the three months ended September 30, 2026, the Company recognized a gain of $3.1 million related to a sale and leaseback transaction.
Other (Income) Expense. The change in other expense in the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was immaterial.
Warrant expense. Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the outstanding warrants issued in connection with entering into the Term Loan due 2030. The decrease in fair value of the outstanding warrants liability during three months ended September 30, 2026 was $4.1 million. The change in fair value of stock warrants was the result of changes in market prices and other observable inputs deriving the value of the financial instruments.
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Loss on extinguishment of debt. The loss recognized from the extinguishment of debt includes a non-cash expense of $0.2 million for the write-off of deferred financing costs, as well as a prepayment premium and make-whole interest of $0.2 million, both of which are associated with mandatory prepayments on the Term Loan.
Interest Expense. Interest associated with our debt decreased $0.7 million in the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease in interest expense was primarily attributed to a lower Term Loan balance in the current period.
Provision for Income Taxes. Income tax expense of $1.7 million and $0.7 million were recorded for the three months ended September 30, 2026 and 2025, respectively. The primary driver in the tax expense was the Company's mix of profitable foreign operations and losses in the U.S. while maintaining its full valuation allowance position on U.S. deferred tax assets.
Net Income (Loss) from continuing operations. Net income from continuing operations was $5.6 million for the three months ended September 30, 2026 compared to net loss of $6.8 million for the three months ended September 30, 2025. The change in net income was attributable to the factors noted above.
Segment Results
Global Seating Segment Results
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
The table below sets forth certain Global Seating Segment operating data for the three months ended September 30 (dollars are in thousands):
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | $ | 84,713 | $ | 68,707 | $ | 16,006 | 23.3% | ||||||||||||||||
| Gross profit | 12,106 | 8,516 | 3,590 | 42.2 | |||||||||||||||||||
| Selling, general & administrative expenses | 8,505 | 7,108 | 1,397 | 19.7 | |||||||||||||||||||
| Operating income | 3,601 | 1,408 | 2,193 | 155.8 | |||||||||||||||||||
Revenues. The increase in Global Seating Segment revenues of $16.0 million primarily resulted from increased customer demand in North America and Asia-Pacific (APAC), offset by increased costs due to inefficiencies experienced after seasonal shut-downs in Europe, the Middle East, and Africa (EMEA).
Gross Profit. The increase in 2026 gross profit of $3.6 million was primarily due to the impact of increased sales volumes and operational efficiency improvements. The increase in cost of revenues was driven by an increase in raw material and purchased component costs of $12.9 million, or 38.7%, and a decrease in labor and overhead expenses of $0.5 million, or 1.8%.
As a percentage of revenues, gross profit margin was 14.3% for the three months ended September 30, 2026 compared to 12.4% for the three months ended September 30, 2025. The three months ended September 30, 2026 results include charges of $0.7 million associated with restructuring programs, compared to $1.3 million for the three months ended September 30, 2025.
Selling, General and Administrative Expenses. SG&A expenses increased $1.4 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily as a result of increased incentive compensation expense.
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Global Electrical Systems Segment Results
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
The table below sets forth certain Global Electrical Systems Segment operating data for the three months ended September 30 (dollars are in thousands):
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | $ | 64,447 | $ | 49,491 | $ | 14,956 | 30.2% | ||||||||||||||||
| Gross profit | 8,977 | 5,321 | 3,656 | 68.7 | |||||||||||||||||||
| Selling, general & administrative expenses | 5,303 | 4,483 | 820 | 18.3 | |||||||||||||||||||
| Operating income | 3,674 | 838 | 2,836 | 338.4 | |||||||||||||||||||
Revenues. The increase in Global Electrical Systems Segment revenues of $15.0 million was primarily as a result of new business wins and increased customer demand in North America.
Gross Profit. The increase in gross profit of $3.7 million was primarily attributable to volume and product mix. The increase in cost of revenues was driven by an increase in raw material and purchased component costs of $6.5 million, or 28.2%, and an increase in labor and overhead expenses of $4.8 million, or 22.7%.
As a percentage of revenues, gross profit margin was 13.9% for the three months ended September 30, 2026 compared to 10.8% for the three months ended September 30, 2025. The increase in gross profit margin was primarily due to product mix. The three months ended September 30, 2026 results include no charges associated with restructuring programs, compared to $0.4 million for the three months ended September 30, 2025.
Selling, General and Administrative Expenses. SG&A expenses increased for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily as a result of increased incentive compensation expense.
Trim Systems and Components Segment Results
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
The table below sets forth certain Trim Systems and Components Segment operating data for the three months ended September 30 (dollars are in thousands):
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | $ | 58,931 | $ | 34,291 | $ | 24,640 | 71.9% | ||||||||||||||||
| Gross profit | 7,017 | 2,206 | 4,811 | 218.1 | |||||||||||||||||||
| Selling, general & administrative expenses | 4,348 | 3,136 | 1,212 | 38.6 | |||||||||||||||||||
| Gain on sale of assets | (3,084) | — | (3,084) | — | |||||||||||||||||||
| Operating income (loss) | 5,753 | (930) | 6,683 | (718.6) | |||||||||||||||||||
Revenues. The increase in the Trim Systems and Components Segment revenues of $24.6 million was primarily driven by higher sales volume as a result of increased customer demand in North America, including improved product mix.
Gross Profit. The increase in gross profit of $4.8 million was primarily attributable to higher sales volume. The cost of revenues increased in line with the sales increase of 71.9%, driven by an increase in raw material and purchased component costs of $15.9 million, or 86.3%; and an increase in labor and overhead expenses of $4.0 million, or 28.9%.
As a percentage of revenues, gross profit margin was 11.9% for the three months ended September 30, 2026 compared to 6.4% for the three months ended September 30, 2025. The increase in gross profit margin was primarily due to volume leverage. The three months ended September 30, 2026 results include no charges associated with restructuring programs, compared to $0.6 million for the three months ended September 30, 2025.
Selling, General and Administrative Expenses. SG&A expenses increased $1.2 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily as a result of increased incentive compensation expense.
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Gain on sale of assets. During the three months ended September 30, 2026, the Company recognized a gain of $3.1 million related to a sale and leaseback transaction.
Consolidated Results of Operations
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
The table below sets forth certain consolidated operating data for the nine months ended September 30, (dollars are in thousands):
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | $ | 574,825 | $ | 494,240 | $ | 80,585 | 16.3% | ||||||||||||||||
| Gross profit | 72,644 | 53,365 | 19,279 | 36.1 | |||||||||||||||||||
| Selling, general and administrative expenses | 65,761 | 52,222 | 13,539 | 25.9 | |||||||||||||||||||
| Gain on sale of assets | (17,041) | — | (17,041) | NM1 | |||||||||||||||||||
| Other (income) expense | 2,465 | 1,083 | 1,382 | 127.6 | |||||||||||||||||||
| Change in fair value of warrant liabilities | 4,309 | 275 | 4,034 | 1,466.9 | |||||||||||||||||||
| Loss on extinguishment of debt | 3,406 | 460 | 2,946 | 640.4 | |||||||||||||||||||
| Interest expense | 10,398 | 8,862 | 1,536 | 17.3 | |||||||||||||||||||
| Provision (benefit) for income taxes | 5,614 | 4,527 | 1,087 | 24.0 | |||||||||||||||||||
Net income (loss) from continuing operations | (2,268) | (14,064) | 11,796 | (83.9) | |||||||||||||||||||
1.Not meaningful
Revenues. The increase in consolidated revenues resulted from:
•a $77.2 million, or 19.2%, increase in OEM and other revenues; and
•a $3.4 million, or 3.6%, increase in aftermarket and OES sales.
The increase in revenues of $80.6 million was primarily driven by an increase in customer demand across all segments and regions.
Gross Profit. The $19.3 million increase in gross profit is primarily attributable to the impact of increased sales volumes and operational efficiency improvements. Cost of revenues increased $61.3 million, or 13.9%, as a result of an increase in raw material and purchased component costs of $47.5 million, or 18.6%, and an increase in labor and overhead expenses of $13.8 million, or 7.4%.
As a percentage of revenues, gross profit margin was 12.6% for the nine months ended September 30, 2026 compared to 10.8% for the nine months ended September 30, 2025. The nine months ended September 30, 2026 results include charges of $2.6 million associated with restructuring programs, compared to $4.0 million for the nine months ended September 30, 2025.
Selling, General and Administrative Expenses. SG&A expenses increased $13.5 million compared to the nine months ended September 30, 2025, primarily as a result of a $4.7 million increase in annual and other incentive compensation expense, $4.5 million increase in outside advisory services, $0.7 million in recruiting costs, $2.7 million increase in share-based compensation primarily due to age and service-based accelerated vesting, and $1.1 million increase for accounting remeasurement of liability-classified long-term incentive awards whose value fluctuates in line with our share price. As a percentage of revenues, SG&A expense was 11.4% for the nine months ended September 30, 2026 compared to 10.6% for the nine months ended September 30, 2025. The nine months ended September 30, 2026 results include charges of $0.6 million associated with the restructuring programs, compared to $0.5 million for the nine months ended September 30, 2025.
Gain on sale of assets. During the nine months ended September 30, 2026, the Company recognized a gain of $17.0 million related to the sale and leaseback transactions.
Other (Income) Expense. Other expense increased $1.4 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily related to unfavorable change in foreign currency.
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Warrant expense. Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the outstanding warrants issued in connection with entering into the Term Loan due 2030. The increase in fair value of the outstanding warrants liability during nine months ended September 30, 2026 was $4.3 million. The change in fair value of the warrants was the result of changes in market prices of our common stock underlying the warrants and other observable inputs deriving the value of the financial instruments.
Loss on extinguishment of debt. The loss recognized from the extinguishment of debt includes a non-cash expense of $1.8 million for the write-off of deferred financing costs, as well as a prepayment premium and make-whole interest of $1.6 million, both of which are associated with the mandatory prepayments of the Term Loan. The prior year loss on extinguishment of debt reflects the write-off of deferred financing fees related to early repayment of the prior revolver of $0.5 million.
Interest Expense. Interest associated with our debt was $10.4 million and $8.9 million for the nine months ended September 30, 2026 and 2025, respectively. The increase in interest expense was primarily attributed to higher interest rates from our refinancing completed during the second quarter of 2025.
Provision (benefit) for Income Taxes. Income tax expense of $5.6 million and $4.5 million were recorded for the nine months ended September 30, 2026 and 2025, respectively. The primary driver in the tax expense was the Company's mix of profitable foreign operations and losses in the U.S. while maintaining its full valuation allowance position on U.S. deferred tax assets.
Net Income (loss) from continuing operations. Net loss from continuing operations was $2.3 million for the nine months ended September 30, 2026 compared to net loss of $14.1 million for the nine months ended September 30, 2025. The change is attributable to the factors noted above.
Segment Results
Global Seating Segment Results
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
The table below sets forth certain Global Seating Segment operating data for the nine months ended September 30, (dollars are in thousands):
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | $ | 239,232 | $ | 216,574 | $ | 22,658 | 10.5% | ||||||||||||||||
| Gross profit | 33,672 | 27,537 | 6,135 | 22.3 | |||||||||||||||||||
| Selling, general & administrative expenses | 24,026 | 21,092 | 2,934 | 13.9 | |||||||||||||||||||
| Gain on sale of assets | (13,716) | — | (13,716) | NM1 | |||||||||||||||||||
| Operating income | 23,362 | 6,445 | 16,917 | 262.5 | |||||||||||||||||||
1.Not meaningful
Revenues. The increase in Global Seating Segment revenues of $22.7 million was primarily driven by higher customer demand across all regions.
Gross Profit. The increase in gross profit of $6.1 million was primarily attributable to increased sales volumes and operational efficiency improvements. The increase in cost of revenues was driven by an increase in raw material and purchased component costs of $15.1 million, or 13.4%, and an increase in labor and overhead expenses of $1.5 million, or 2.0%.
As a percentage of revenues, gross profit margin was 14.1% for the nine months ended September 30, 2026 compared to 12.7% for the nine months ended September 30, 2025. The nine months ended September 30, 2026 results include charges of $1.9 million associated with restructuring programs, compared to $1.7 million for the nine months ended September 30, 2025.
Selling, General and Administrative Expenses. SG&A expenses increased $2.9 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily as a result of increased incentive compensation expense.
Gain on sale of assets. During the nine months ended September 30, 2026, the Company recognized a gain of $13.7 million related to the Sale and Leaseback Transaction.
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Global Electrical Systems Segment Results
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
The table below sets forth certain Global Electrical Systems Segment operating data for the nine months ended September 30, (dollars are in thousands):
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | $ | 183,925 | $ | 153,527 | $ | 30,398 | 19.8% | ||||||||||||||||
| Gross profit | 21,646 | 15,222 | 6,424 | 42.2 | |||||||||||||||||||
| Selling, general & administrative expenses | 16,299 | 14,260 | 2,039 | 14.3 | |||||||||||||||||||
| Operating income (loss) | 5,347 | 962 | 4,385 | 455.8 | |||||||||||||||||||
Revenues. The increase in Global Electrical Systems Segment revenues of $30.4 million was primarily driven by new business wins.
Gross Profit. The increase in gross profit of $6.4 million is primarily attributable to volume and product mix. The increase in cost of revenues was driven by an increase in raw material and purchased component costs of $15.3 million, or 21.0%; and an increase in labor and overhead expenses of $8.7 million, or 13.3%.
As a percentage of revenues, gross profit margin was 11.8% for the nine months ended September 30, 2026 compared to 9.9% for the nine months ended September 30, 2025, driven by mix and volume leverage. The nine months ended September 30, 2026 results include charges of $0.5 million associated with restructuring programs, compared to $1.5 million for the nine months ended September 30, 2025.
Selling, General and Administrative Expenses. SG&A expenses increased $2.0 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily as a result of increased incentive compensation expense.
Trim Systems and Components Segment Results
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
The table below sets forth certain Trim Systems and Components Segment operating data for the nine months ended September 30, (dollars are in thousands):
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | $ | 151,668 | $ | 124,139 | $ | 27,529 | 22.2% | ||||||||||||||||
| Gross profit | 17,326 | 10,606 | 6,720 | 63.4 | |||||||||||||||||||
| Selling, general & administrative expenses | 12,534 | 10,083 | 2,451 | 24.3 | |||||||||||||||||||
| Gain on sale of assets | (3,084) | — | (3,084) | NM1 | |||||||||||||||||||
| Operating income (loss) | 7,876 | 523 | 7,353 | 1,405.9 | |||||||||||||||||||
1.Not meaningful
Revenues. The increase in Trim Systems and Components Segment revenues of $27.5 million was primarily driven by increased customer demand in North America.
Gross Profit. The increase in gross profit of $6.7 million is primarily attributable to higher sales volume. The increase in cost of revenues was driven by an increase in raw material and purchased component costs of $17.4 million, or 24.8%, and an increase in labor and overhead expenses of $3.4 million, or 7.8%.
As a percentage of revenues, gross profit margin was 11.4% for the nine months ended September 30, 2026 compared to 8.5% for the nine months ended September 30, 2025. This was primarily due to volume leverage. The nine months ended September 30, 2026 results include charges of $0.2 million associated with restructuring programs, compared to $0.9 million for the nine months ended September 30, 2025.
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Selling, General and Administrative Expenses. SG&A expenses increased $2.5 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily as a result of increased incentive compensation expense.
Gain on sale of assets. During the three months ended September 30, 2026, the Company recognized a gain of $3.1 million related to a sale and leaseback transaction.
Liquidity and Capital Resources
Our primary sources of liquidity as of September 30, 2026 were operating income, cash and availability under our credit facility. We believe that these sources of liquidity will provide adequate funds for our working capital needs, capital expenditures and debt service throughout the next twelve months. 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. As of September 30, 2026, we had outstanding letters of credit of $3.5 million and borrowing availability of $83.3 million from our U.S. and China credit facilities (subject to borrowing base and other customary conditions), in addition to $39.8 million of cash.
As of September 30, 2026, cash of $35.6 million was primarily held by foreign subsidiaries. The Company had a $0.1 million deferred tax liability as of September 30, 2026 for the expected future income tax implications of repatriating cash from the foreign subsidiaries for which indefinite reinvestment is not expected.
We intend to allocate resources consistent with the following priorities: (1) invest in growth; (2) invest in operational improvements; (3) manage working capital; (4) reduce debt; and (5) other actions deemed appropriate by management to improve operational performance.
Covenants and Liquidity
Our ability to comply with the covenants in the Term Loan and ABL Revolving Credit Facility, as discussed in Note 4, Debt, may be affected by economic or business conditions beyond our control. 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. We base our forecasts on historical experience, industry forecasts and other assumptions that we believe are reasonable under the circumstances. If actual results are substantially different than our current forecast, we may not be able to comply with our financial covenants.
Sources and Uses of Cash
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (In thousands) | |||||||||||
Cash provided by (used in): | |||||||||||
| Net cash provided by operating activities | $ | 1,685 | $ | 32,355 | |||||||
Net cash provided by (used in) investing activities | 9,225 | (7,031) | |||||||||
Net cash used in financing activities | (3,804) | (22,661) | |||||||||
Effect of currency exchange rate changes on cash | (611) | 2,033 | |||||||||
| Net increase in cash | $ | 6,495 | $ | 4,696 | |||||||
Operating activities. For the nine months ended September 30, 2026, net cash provided by operating activities was $1.7 million compared to net cash provided by operating activities of $32.4 million for the nine months ended September 30, 2025. The decrease in net cash provided by operating activities is primarily attributable to an increase in trade working capital for the nine months ended September 30, 2026 as compared to a decrease in trade working capital for the nine months ended September 30, 2025.
Investing activities. For the nine months ended September 30, 2026, net cash provided by investing activities was $9.2 million compared to cash used in investing activities of $7.0 million for the nine months ended September 30, 2025. The change was mainly due to $20.0 million in proceeds from the sale of assets in the current year. In 2026, we expect capital expenditures to be in the range of $13 million to $17 million.
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Financing activities. For the nine months ended September 30, 2026, net cash used in financing activities was $3.8 million compared to net cash used in financing activities of $22.7 million for the nine months ended September 30, 2025. Use of cash in financing activities during the nine months ended September 30, 2026 was primarily attributable to the prepayment of term loan debt which totaled $30.5 million, related to mandatory paydowns from the sale and leaseback transactions and at-the-market equity offering proceeds.
Debt and Credit Facilities
The debt and credit facilities descriptions in Note 4, Debt are incorporated in this section by reference.
ATM Program
On June 18, 2026, the Company entered into the Sales Agreement with Sales Agent for the ATM Program which enables the Company to issue and sell shares of Common Stock in transactions that are deemed to be "at the market" offerings as defined in Rule 415 under the Securities Act of 1933, as amended, for a maximum aggregate offering amount of up to $25.0 million. During the quarter ended June 30, 2026, we issued and sold 2.6 million shares of our Common Stock under the ATM program for net proceeds (after sales commissions and direct offering expenses) of $11.6 million. The direct costs of $0.2 million incurred in connection with the ATM program during the quarter ended June 30, 2026 were charged against the proceeds from the sale of Common Stock and reflected as a reduction of paid-in -capital. During the quarter ended September 30, 2026, we did not sell any shares of our Common Stock under the ATM Program. As of September 30, 2026, approximately $13.0 million remained available for sale under the ATM Program.
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”). For a comprehensive discussion of our significant accounting policies, see "Note 1. Significant Accounting Policies", to our consolidated financial statements in Item 8 in our 2025 Form 10-K.
Critical accounting estimates are those that are most important to the portrayal of our financial condition and results. These estimates require management's most difficult, subjective, or complex judgments, often as a result of the need to estimate matters that are inherently uncertain. We review the development, selection, and disclosure of our critical accounting estimates with the Audit Committee of our board of directors. For information about critical accounting estimates, see Critical Accounting Estimates in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2025 Form 10-K. At September 30, 2026, there have been no material changes to our critical accounting estimates from those disclosed in our 2025 Form 10-K.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. For this purpose, any statements contained herein that are not statements of historical fact, including without limitation, certain statements under “Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” and located elsewhere herein regarding industry outlook, the Company’s plans to improve financial results, the future of the Company’s end markets, including, but not limited to, global commercial vehicle markets and electric vehicle markets, changes in the North America Class 8 and Class 5-7 truck build rates, performance of the global construction and agricultural equipment businesses, the Company’s prospects in the global commercial vehicle markets and electric vehicle markets, the Company’s initiatives to address customer needs, organic growth, the Company’s strategic plans and plans to focus on certain segments, competition faced by the Company, volatility in and disruption to the global economic environment, including global supply chain constraints, inflation and labor shortages, tariffs and counter-measures, financial covenant compliance, anticipated effects of acquisitions or divestitures, production of new products, plans for capital expenditures and our results of operations or financial position and liquidity, may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believe”, “anticipate”, “plan”, “expect”, “intend”, “will”, “should”, “could”, “would”, “project”, “continue”, “likely”, and similar expressions, as they relate to us, are intended to identify forward-looking statements. The important factors discussed in “Item 1A - Risk Factors”, among others, could cause actual results to differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time. Such forward-looking statements represent management’s current expectations and are inherently uncertain. Investors are warned that actual results may differ from management’s expectations. Additionally, various economic and competitive factors could cause actual results to differ
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materially from those discussed in such forward-looking statements, including, but not limited to, factors which are outside our control.
Any forward-looking statement that we make in this report speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statement or to publicly announce the results of any revision to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.
ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For information relating to quantitative and qualitative disclosures about market risk, see the discussion under "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" in our 2025 Form 10-K. As of September 30, 2026, there have been no material changes in our exposure to market risk from those disclosed in our 2025 Form 10-K.
ITEM 4 – CONTROLS AND PROCEDURES
Disclosure Controls and Procedures. Our senior management is responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.
We evaluated, the effectiveness of our disclosure controls and procedures as of September 30, 2026. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of September 30, 2026 to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting. There were no changes during the quarter ended September 30, 2026 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls. Our management, including our President and Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of error or mistake. Controls also can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
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PART II. OTHER INFORMATION
ITEM 1 Legal Proceedings
We are subject to various legal proceedings and claims arising in the ordinary course of business, including, but not limited to, product liability claims, customer and supplier disputes, service provider disputes, examinations by taxing authorities, employment disputes, workers’ compensation claims, unfair labor practice charges, OSHA investigations, intellectual property disputes and environmental claims arising out of the conduct of our businesses. Based upon the information available to management and discussions with legal counsel, it is the opinion of management that the ultimate outcome of the various legal actions and claims that are incidental to our business are not expected to have a material adverse impact on the consolidated financial position, results of operations, stockholders' equity or cash flows; however, such matters are subject to many uncertainties and the outcomes of individual matters are not predictable with any degree of assurance.
ITEM 1A Risk Factors
You should carefully consider the information in this Form 10-Q, the risk factors discussed in "Risk Factors" and other risks discussed in our 2025 Form 10-K and our filings with the SEC since December 31, 2025. 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.
ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds
None.
ITEM 3 Defaults Upon Senior Securities
Not applicable.
ITEM 4 Mine Safety Disclosures
Not applicable.
ITEM 5 Other Information
Neither the Company nor any of our officers or directors adopted terminated
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ITEM 6 Exhibits
10.1* | Offer Letter of Ms. O’Leary, dated August 6, 2026 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 8, 2026). | ||||
10.2* | Change in Control & Non-Competition Agreement dated August 6, 2026 with Angie O'Leary. | ||||
31.1 | 302 Certification by James R. Ray, President and Chief Executive Officer. | ||||
31.2 | 302 Certification by Angela O'Leary, Chief Financial Officer. | ||||
32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 101 | Interactive Data Files | ||||
| * | Management contract or compensatory plan or arrangement required to be filed as an exhibit to this quarterly report on Form 10-Q. | ||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| COMMERCIAL VEHICLE GROUP, INC. | ||||||||||||||
| Date: | November 2, 2026 | By | /s/ Angela M. O'Leary | |||||||||||
| Angela M. O'Leary | ||||||||||||||
| Chief Financial Officer, Chief Accounting Officer | ||||||||||||||
(Principal Financial and Principal Accounting Officer) | ||||||||||||||
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