# Commercial Vehicle Group, Inc.: Form 10-Q for the period ended Mar 31, 2025

- Company: [Commercial Vehicle Group, Inc.](/companies/cvgi.md) (CIK 1290900)
- Form: 10-Q
- Filed: 2025-05-06
- Accepted by EDGAR: May 6, 2025, 17:07 ET
- Period: 2025-03-31
- Accession: 0001628280-25-022764
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1290900/000162828025022764/cvgi-20250331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1290900/000162828025022764/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-01-01 to 2025-03-31 | $169.8m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-01-01 to 2025-03-31 | $152.0m | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2025-01-01 to 2025-03-31 | $17.8m | us-gaap:GrossProfit |
| Selling, general and administrative | 3 months, 2025-01-01 to 2025-03-31 | $16.4m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-01-01 to 2025-03-31 | $1.4m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-01-01 to 2025-03-31 | $2.5m | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2025-01-01 to 2025-03-31 | $2.1m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-01-01 to 2025-03-31 | −$4.3m | us-gaap:NetIncomeLoss |
| Diluted shares (weighted) | 3 months, 2025-01-01 to 2025-03-31 | 33,693,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2025-01-01 to 2025-03-31 | $15.2m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2025-01-01 to 2025-03-31 | $3.8m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2025-03-31 | $20.2m | us-gaap:Cash |
| Current assets | at 2025-03-31 | $293.5m | us-gaap:AssetsCurrent |
| Total assets | at 2025-03-31 | $419.8m | us-gaap:Assets |
| Current liabilities | at 2025-03-31 | $138.6m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-03-31 | $283.2m | us-gaap:Liabilities |
| Long-term debt | at 2025-03-31 | $103.5m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2025-03-31 | $13.9m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2025-03-31 | $136.7m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 19,534 characters.

The discussion and analysis below described material changes in financial condition and results of operations as reflected in our condensed consolidated financial statements for the three months ended March 31, 2025 and 2024. This discussion and analysis should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2024 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

The Company announced a new organizational structure designed to enhance alignment with its customers and end markets, effective January 1, 2025. Under this new structure, CVG reorganized its vertical business units into the following three operating divisions and reporting segments: Global Electrical Systems, Global Seating, Trim Systems and Components. As part of this realignment, the Company’s Aftermarket & Accessories business unit was absorbed in these three segments. Its seating and electrical portfolio transitioned to Global Seating and Global Electrical Systems, respectively. Its wiper systems became part of the newly formed Trim Systems and Components business unit in addition to the trim and components businesses from the prior Vehicle Solutions segment.

We are navigating through several external factors which create uncertainty and volatility in our end markets, including, but not limited to, geopolitical dynamics, new tariff actions, tax regulation and fluctuating foreign exchange rates. The Company’s cost of goods sold could be increased by tariffs which could subsequently increase the price of goods purchased and sold to customers. The Company expects to pass on the costs of tariffs, if any, to its customers, although there is significant uncertainty. Geopolitical uncertainties will 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.

### Consolidated Results of Operations

### Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

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

|  | 2025 | 2024 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Revenues | $169,795 | $194,626 | $(24,831) | (12.8)% |
| Gross profit | 17,793 | 23,164 | (5,371) | (23.2) |
| Selling, general and administrative expenses | 16,385 | 18,655 | (2,270) | (12.2) |
| Other (income) expense | (72) | 212 | (284) | NM1 |
| Interest expense | 2,503 | 2,186 | 317 | 14.5 |
| Provision for income taxes | 2,116 | 665 | 1,451 | 218.2 |
| Net income (loss) from continuing operations | (3,139) | 1,446 | (4,585) | NM1 |

**1.** Not meaningful

*Revenues*. The decrease in consolidated revenues resulted from:

- a $23.6 million, or 14.7%, decrease in OEM and other sales;
- a $1.2 million, or 3.7%, decrease in aftermarket and OES sales.

The decrease in revenues of 12.8% is due primarily to a softening in customer demand across all 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 $5.4 million decrease in gross profit is primarily attributable to the impact of lower sales volumes. Cost of revenues decreased $19.5 million, or 11.3%, as a result of a decrease in raw material and purchased component costs of $10.3 million, or 10.3%, and a decrease in labor and overhead expenses of $9.2 million, or 12.9%. As a percentage of revenues, gross profit margin was 10.5% for the three months ended March 31, 2025 compared to 11.9% for the three months ended March 31, 2024. The three months ended March 31, 2025 results include charges of $0.5 million associated with restructuring programs, compared to $1.6 million for the three months ended March 31, 2024.

*Selling, General and Administrative Expenses*. Selling, general and administrative ("SG&A") expenses consist primarily of wages and benefits and other expenses such as marketing, travel, legal, audit, rent and utilities costs, which are not directly or indirectly associated with the manufacturing of our products. SG&A expenses decreased $2.3 million compared to the three months ended March 31, 2024, primarily as a result of a decrease in incentive compensation expense. As a percentage of revenues, SG&A expense was 9.6% for the three months ended March 31, 2025 and 2024. The three months ended March 31, 2025 and 2024 results include charges of $0.2 million associated with restructuring programs.

*Other (Income) Expense*. Other expense decreased $0.3 million in the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

*Interest Expense*. Interest associated with our debt was $2.5 million and $2.2 million for the three months ended March 31, 2025 and 2024, respectively. The increase in interest expense primarily related to less benefit from the interest rate swap due to lower interest rates on variable rate debt during the current period.

*Provision for Income Taxes.* Income tax expense of $2.1 million and $0.7 million was recorded for the three months ended March 31, 2025 and 2024, respectively. The primary driver in the effective tax rate change is the company's losses in the U.S. while maintaining its full valuation allowance position on U.S. deferred tax assets.

*Net Income (Loss) from continuing operations.* Net loss from continuing operations was $3.1 million for the three months ended March 31, 2025 compared to net income of $1.4 million for the three months ended March 31, 2024. The decrease in net income is attributable to the factors noted above.

### Segment Results

### Global Seating Segment Results

### Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

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

|  | 2025 | 2024 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Revenues | $73,408 | $80,797 | $(7,389) | (9.1)% |
| Gross profit | 9,091 | 10,846 | (1,755) | (16.2) |
| Selling, general & administrative expenses | 6,378 | 8,051 | (1,673) | (20.8) |
| Operating income | 2,713 | 2,795 | (82) | (2.9) |

*Revenues.* The decrease in Global Seating Segment revenues of $7.4 million was primarily driven by decreased customer demand.

*Gross Profit.* The decrease in 2025 gross profit of $1.8 million was primarily attributable to lower sales volumes and increased freight costs. The decrease in cost of revenues was driven by a decrease in raw material and purchased component costs of $4.1 million, or 9.4%, and a decrease in labor and overhead expenses of $1.6 million, or 5.9%.

As a percentage of revenues, gross profit margin was 12.4% for the three months ended March 31, 2025 compared to 13.4% for the three months ended March 31, 2024. The decrease in gross profit margin was primarily due to lower sales volumes and increased freight costs.

*Selling, General and Administrative Expenses.* SG&A expenses decreased $1.7 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily as a result of reduced incentive compensation expense and headcount reduction.

### Global Electrical Systems Segment Results

### Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

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

|  | 2025 | 2024 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Revenues | $50,453 | $58,726 | $(8,273) | (14.1)% |
| Gross profit | 3,990 | 4,825 | (835) | (17.3) |
| Selling, general & administrative expenses | 4,306 | 4,382 | (76) | (1.7) |
| Operating income (loss) | (316) | 443 | (759) | NM1 |

**1.** Not meaningful

*Revenues.* The decrease in Global Electrical Systems Segment revenues of $8.3 million was primarily driven by decreased customer demand.

*Gross Profit.* The decrease in gross profit of $0.8 million was primarily attributable to lower sales volume and unfavorable foreign exchange impacts. The cost of revenues decreased in line with the sales decrease of 14.1%, driven by a decrease in labor and overhead expenses of $5.1 million, or 18.6%; and a decrease in raw material and purchased component costs of $2.3 million, or 8.8%.

As a percentage of revenues, gross profit margin was 7.9% for the three months ended March 31, 2025 compared to 8.2% for the three months ended March 31, 2024. The decrease in gross profit margin was primarily due to lower sales volumes. The three months ended March 31, 2025 results include charges of $0.5 million associated with the restructuring program, compared to $1.1 million for the three months ended March 31, 2024.

*Selling, General and Administrative Expenses.* SG&A expenses decreased $0.1 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

### Trim Systems and Components Segment Results

### Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

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

|  | 2025 | 2024 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Revenues | $45,934 | $55,103 | $(9,169) | (16.6)% |
| Gross profit | 4,712 | 7,600 | (2,888) | (38.0) |
| Selling, general & administrative expenses | 3,177 | 3,400 | (223) | (6.6) |
| Operating income | 1,535 | 4,200 | (2,665) | (63.5) |

*Revenues.* The decrease in Trim Systems and Components Segment revenues in 2025 of $9.2 million was primarily driven by decreased customer demand.

*Gross Profit.* The decrease in gross profit of $2.9 million was primarily attributable to lower sales volumes and increased freight costs. The decrease in cost of revenues was driven by a decrease in raw material and purchased component costs of $3.9 million, or 12.8%, and a decrease in labor and overhead expenses of $2.3 million, or 13.9%.

As a percentage of revenues, gross profit margin was 10.3% for the three months ended March 31, 2025 compared to 13.8% for the three months ended March 31, 2024. The decrease in gross profit margin was primarily due to lower sales volumes and increased freight costs.

*Selling, General and Administrative Expenses.* SG&A expenses decreased $0.2 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

### Liquidity and Capital Resources

Our primary sources of liquidity as of March 31, 2025 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 March 31, 2025, we had outstanding letters of credit of $1.1 million and borrowing availability of $102.5 million from our U.S. and China credit facilities (subject to covenant limitations), in addition to $20.2 million of cash.

As of March 31, 2025, cash of $18.5 million was held by foreign subsidiaries. The Company had a $0.1 million deferred tax liability as of March 31, 2025 for the expected future income tax implications of repatriating cash from the foreign subsidiaries for which indefinite reinvestment is not expected.

#### Covenants and Liquidity

Our ability to comply with the covenants in the Credit Agreement, 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 Credit Agreement 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

*(In thousands)*

|  | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Net cash provided by (used in) operating activities | $15,172 | $(2,356) |
| Net cash used in investing activities | (3,806) | (1,859) |
| Net cash provided by (used in) financing activities | (18,120) | 14,176 |
| Effect of currency exchange rate changes on cash | 337 | (993) |
| Net increase (decrease) in cash | $(6,417) | $8,968 |

*Operating activities.* For the three months ended March 31, 2025, net cash provided by operating activities was $15.2 million compared to net cash used in operating activities of $2.4 million for the three months ended March 31, 2024. Net cash provided by operating activities is primarily attributable to a decrease in working capital for the three months ended March 31, 2025 as compared to an increase in working capital for the three months ended March 31, 2024.

*Investing activities.* For the three months ended March 31, 2025, net cash used in investing activities was $3.8 million compared to $1.9 million for the three months ended March 31, 2024. The increase was mainly due to $3.2 million proceeds from the sale of the Company's FinishTEK business received during the first quarter of 2024 offsetting capital expenditures. In 2025, we expect capital expenditures to be in the range of $10 million to $15 million.

*Financing activities.* For the three months ended March 31, 2025, net cash used in financing activities was $18.1 million compared to net cash provided by financing activities of $14.2 million for the three months ended March 31, 2024. Decrease in net cash provided by financing activities in the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 is primarily attributable to partial repayment of the revolving credit facility in 2025.

### Debt and Credit Facilities

The debt and credit facilities descriptions in Note 4, Debt are incorporated in this section by reference.

### 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 2024 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 2024 Form 10-K. At March 31, 2025, there have been no material changes to our critical accounting estimates from those disclosed in our 2024 Form 10-K.

### Forward-Looking Statements

This Quarter 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 expectations for future periods with respect to closing of the sale of its Industrial Automation business, its plans to improve financial results, the future of the Company’s end markets, changes in the Class 8 and Class 5-7 North America truck build rates, performance of the global construction and agricultural equipment business, the Company’s prospects in the wire harness, warehouse automation 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 inflation, changes in trade policies and labor shortages, financial covenant compliance, anticipated effects of acquisitions, production of new products, plans for capital expenditures and our results of operations or financial position and liquidity, may be deemed to be forward-looking statements. 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 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.

## Market risk

As filed, 338 characters.

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 2024 Form 10-K. As of March 31, 2025, there have been no material changes in our exposure to market risk from those disclosed in our 2024 Form 10-K.

## Controls and procedures

As filed, 3,183 characters.

*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 March 31, 2025. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of March 31, 2025 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 March 31, 2025 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.

## Risk factors

As filed, 475 characters.

You should carefully consider the information in this Form 10-Q, the risk factors discussed in "Risk Factors" and other risks discussed in our 2024 Form 10-K and our filings with the SEC since December 31, 2024. 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.

Filed May 6, 2025.
Source: SEC EDGAR, the filing index for accession 0001628280-25-022764. Last ingested by Listed: Nov 2, 2026, 18:50 ET. No prices; not investment advice.