Restatement of Previously Issued Consolidated Financial Statements | Restatement of Previously Issued Consolidated Financial Statements Restatement Background On March 12, 2020, the Audit Committee of the Board of Directors (the “Audit Committee”) of the Company, after considering the recommendations of management, and discussing such recommendations with outside SEC counsel, concluded that our 2018 Financial Statements, included in our Annual Report on Form 10-K as of and for the fiscal year ended December 31, 2018 (the “2018 Annual Report”), and our unaudited consolidated financial statements as of and for the quarterly periods ended March 31, 2019 and 2018, June 30, 2019 and 2018, and September 30, 2019 and 2018, included in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2019, June 30, 2019 and September 30, 2019 (the "2019 Quarterly Reports”), should no longer be relied upon due to misstatements that are described in greater detail below, and that we would restate such financial statements to make the necessary accounting corrections. During the preparation of our Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Annual Report”), we noted a potential overstatement of the prepaid production tooling account of our vehicle cab structures manufacturing facility (presented in other current assets in the consolidated balance sheets). An investigation was conducted, under the direction of the Audit Committee, by external counsel with the assistance of a forensic accounting firm. As a result of the investigation, the Company concluded that the misstatements in our consolidated financial statements for the periods identified above were due to a former employee preparing manual journal entries to understate cost of revenues by improperly capitalizing certain manufacturing expenses, primarily in the prepaid production tooling account. The former employee made intentional misrepresentations during the investigation. During the course of, and as a result of, the investigation, the Company terminated the former employee and has taken additional personnel actions. The Company evaluated the materiality of these errors both qualitatively and quantitatively in accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality and SAB No. 108, Considering the Effects of Prior Year Misstatements in Current Year Financial Statements , and determined the effect of these corrections was material to the consolidated financial statements as of and for the year ended December 31, 2018 and the quarterly periods ended March 31, 2019 and 2018, June 30, 2019 and 2018, and September 30, 2019 and 2018. As a result of the material misstatements, we have restated our consolidated financial statements as of and for the year ended December 31, 2018 and our unaudited consolidated financial statements as of and for the quarterly periods ended March 31, 2019 and 2018, June 30, 2019 and 2018, and September 30, 2019 and 2018, in accordance with ASC 250, Accounting Changes and Error Corrections (the "Restated Financial Statements"). Based on the analysis noted above, the correction of errors resulting from the former employee's actions noted above were immaterial to the previously reported consolidated financial statements as of and for the year ended December 31, 2017 (the “2017 Annual Report”). The amounts in the 2017 Annual Report have been revised to reflect the correction of these errors. In addition to the adjustments to correct the understatement of cost of revenues and impacted balance sheet accounts, we also made an adjustment to correct an overstatement of property, plant and equipment (“PPE”) that was no longer in service as of the year ended December 31, 2016, and was unrelated to the correction of errors resulting from the former employee's actions. The Company evaluated this error in accordance with SAB 99 and 108 and concluded that the correction of the PPE error was immaterial to our consolidated financial statements. The restated interim financial information for the relevant unaudited interim financial statements for the quarterly periods ended March 31, 2019 and 2018, June 30, 2019 and 2018, September 30, 2019 and 2018, and December 31, 2018, is included in Note 19. The restatement adjustments and error correction and their impact on previously reported consolidated financial statements are described below. (a) Understatement of cost of revenues and impacted balance sheet accounts - Corrections for the understatement of cost of revenues by improperly capitalizing certain manufacturing expenses. Balance sheet accounts adjusted as a result of the improper capitalization of expenses include other current assets, accounts receivable, net of allowances and construction in progress. (b) Property, plant and equipment, net - We recorded an adjustment for a previously identified property, plant and equipment, net error unrelated to the understatement of cost of revenues and related balance sheet accounts misstatements. This PPE was no longer in service as of and for the year ended December 31, 2016. Summary impact of restatement adjustments and immaterial error correction to previously reported financial information The following tables present the summary impacts of the restatement adjustments and immaterial error correction on our previously reported retained deficit and total stockholders’ equity for the year ended December 31, 2016, and income before provision for income taxes and net income (loss) for the years ended December 31, 2018 and 2017: December 31, 2016 Retained deficit Total Stockholders' Equity As previously reported $ (113,378 ) $ 67,690 Cumulative adjustments (1,855 ) (1,855 ) As adjusted $ (115,233 ) $ 65,835 For the years ended December 31, 2018 2017 Income before income taxes - as previously reported $ 53,508 $ 13,645 Restatement adjustments (4,080 ) — Error corrections 148 (847 ) Income before income taxes - as restated / adjusted $ 49,576 $ 12,798 Net income (loss) - as previously reported $ 44,512 $ (1,705 ) Restatement adjustments (3,135 ) — Error corrections 112 (564 ) Net income (loss) - as restated / adjusted $ 41,489 $ (2,269 ) The following table presents the effect of the error correction on the Company’s consolidated balance sheets for the period indicated: COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET As of December 31, 2018 Restatement References As Previously Reported Restatement Adjustments As Restated ASSETS Current Assets: Cash $ 70,913 $ — $ 70,913 Accounts receivable, net of allowances of $5,139 134,624 (689 ) 133,935 a Inventories 92,359 — 92,359 Other current assets 16,828 (4,748 ) 12,080 a Total current assets 314,724 (5,437 ) 309,287 Property, Plant and Equipment: Land and buildings 26,240 — 26,240 Machinery and equipment 175,990 (2,219 ) 173,771 b Construction in progress 6,650 — 6,650 Less accumulated depreciation (143,781 ) 1,221 (142,560 ) b Property, plant and equipment, net 65,099 (998 ) 64,101 Goodwill 7,576 — 7,576 Intangible assets, net of accumulated amortization of of $9,568 12,800 — 12,800 Deferred income taxes, net 15,348 993 16,341 a, b Other assets 2,583 — 2,583 TOTAL ASSETS $ 418,130 $ (5,442 ) $ 412,688 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 86,645 $ — $ 86,645 Accrued liabilities and other 36,969 — 36,969 Current portion of long-term debt 9,102 — 9,102 Total current liabilities 132,716 — 132,716 Long-term debt 154,656 — 154,656 Pension and other post-retirement liabilities 12,065 — 12,065 Other long-term liabilities 3,655 — 3,655 Total liabilities 303,092 — 303,092 Stockholders’ Equity: Preferred stock, $.01 par value (5,000,000 shares authorized; no shares issued and outstanding) — — — Common stock, $.01 par value (60,000,000 shares authorized; 30,512,843 shares issued and outstanding) 318 — 318 Treasury stock, at cost: 1,334,251 shares (10,245 ) — (10,245 ) Additional paid-in capital 243,007 — 243,007 Retained deficit (70,571 ) (5,442 ) (76,013 ) a, b Accumulated other comprehensive loss (47,471 ) — (47,471 ) Total CVG stockholders’ equity 115,038 (5,442 ) 109,596 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 418,130 $ (5,442 ) $ 412,688 As of December 31, 2018 (a) Understatement of cost of revenues and impacted balance sheet accounts. As a result of the understatement of cost of revenues, the correction resulted in a $0.7 million decrease in accounts receivable, net; a $4.7 million decrease in other current assets; a $1.3 million increase in long-term deferred tax assets; and a $4.1 million increase in retained deficit. (b) Property, plant and equipment, net error correction. The immaterial error correction of property, plant and equipment, net, resulted in a $2.2 million decrease in machinery and equipment; a $1.2 million decrease in accumulated depreciation; a $0.3 million decrease in long-term deferred tax assets; and a $1.3 million increase in retained deficit. The following table presents the effect of the error corrections on the consolidated statements of income for the periods indicated: COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the Year Ended December 31, 2018 For the Year Ended December 31, 2017 As Previously Reported Restatement Adjustments As Restated As Previously Reported Adjustments As Adjusted Restatement References Revenues $ 897,737 $ — $ 897,737 $ 755,231 $ — $ 755,231 Cost of revenues 768,885 3,932 772,817 663,513 847 664,360 a, b Gross profit $ 128,852 $ (3,932 ) $ 124,920 $ 91,718 $ (847 ) $ 90,871 Selling, general and administrative expenses 60,679 — 60,679 59,547 — 59,547 Amortization expense 1,300 — 1,300 1,320 — 1,320 Operating income $ 66,873 $ (3,932 ) $ 62,941 $ 30,851 $ (847 ) $ 30,004 Other expense 1,311 — 1,311 1,943 — 1,943 Interest expense 14,676 — 14,676 19,149 — 19,149 Income before provision for income taxes $ 53,508 $ (3,932 ) $ 49,576 $ 13,645 $ (847 ) $ 12,798 a, b Provision for income taxes 8,996 (909 ) 8,087 15,350 (283 ) 15,067 a, b Net income (loss) $ 44,512 $ (3,023 ) $ 41,489 $ (1,705 ) $ (564 ) $ (2,269 ) Earnings (loss) per common share Basic $ 1.47 $ (0.10 ) $ 1.37 $ (0.06 ) $ (0.02 ) $ (0.08 ) Diluted $ 1.46 $ (0.10 ) $ 1.36 $ (0.06 ) $ (0.02 ) $ (0.08 ) Weighted average shares outstanding Basic 30,277 30,277 30,277 29,942 29,942 29,942 Diluted 30,587 30,587 30,587 29,942 29,942 29,942 For the year ended December 31, 2018 (a) Understatement of cost of revenues and impacted balance sheet accounts. As a result of the understatement of cost of revenues, the correction resulted in a $4.1 million increase in cost of revenues; a $1.0 million decrease in provision for income taxes; and a $3.1 million decrease in net income. (b) Property, plant and equipment, net error correction. The immaterial error correction of property, plant and equipment, net, resulted in a $0.1 million decrease in cost of revenues; an immaterial increase in provision for income taxes; and a $0.1 million increase in net income. For the year ended December 31, 2017 (a) Understatement of cost of revenues and impacted balance sheet accounts. As a result of the understatement of cost of revenues, the correction resulted in a $1.0 million increase in cost of revenues; a $0.2 million decrease in provision for income taxes; and a $0.8 million increase in net loss. (b) Property, plant and equipment, net error correction. The immaterial error correction of property, plant and equipment, net, resulted in a $0.1 million decrease in cost of revenues; a $0.1 million decrease in provision for income taxes; and a $0.2 million decrease in net loss. COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME For the Year Ended December 31, 2018 For the Year Ended December 31, 2017 As Previously Reported Restatement Adjustments As Restated As Previously Reported Adjustments As Adjusted Restatement References Net income (loss) $ 44,512 $ (3,023 ) $ 41,489 $ (1,705 ) $ (564 ) $ (2,269 ) a, b Other comprehensive (loss) income: Foreign currency translation adjustments (5,675 ) — (5,675 ) 7,141 — 7,141 Minimum pension liability, net of tax (1,057 ) — (1,057 ) 469 — 469 Derivative instrument 496 — 496 — — — Other comprehensive (loss) income $ (6,236 ) $ — $ (6,236 ) $ 7,610 $ — $ 7,610 Comprehensive income (loss) $ 38,276 $ (3,023 ) $ 35,253 $ 5,905 $ (564 ) $ 5,341 For the year ended December 31, 2018 (a) Understatement of cost of revenues and impacted balance sheet accounts. As a result of the understatement of cost of revenues, the correction resulted in a $3.1 million decrease in net income. Refer to descriptions of the adjustments and their impacts to net income above. (b) Property, Plant and Equipment, Net error correction. The immaterial error correction of property, plant and equipment, net, resulted in a $0.1 million increase in net income. Refer to descriptions of the adjustment and its impact to net income above. For the year ended December 31, 2017 (a) Understatement of cost of revenues and impacted balance sheet accounts. As a result of the understatement of cost of revenues, the correction resulted in a $0.8 million increase in net loss. Refer to descriptions of the adjustments and their impacts to net loss above. (b) Property, Plant and Equipment, Net error correction. The immaterial error correction of property, plant and equipment, net, resulted in a $0.2 million decrease in net loss. Refer to descriptions of the adjustment and its impact to net loss above. COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Common Stock Treasury Additional Retained Accumulated Other Comprehensive Loss Total CVG Shares Amount BALANCE - December 31, 2016 (As Previously Reported) 29,871,354 $ 299 $ (7,753 ) $ 237,367 $ (113,378 ) $ (48,845 ) $ 67,690 Cumulative adjustments — — — — (1,855 ) — (1,855 ) BALANCE - December 31, 2016 (As Adjusted) 29,871,354 $ 299 $ (7,753 ) $ 237,367 $ (115,233 ) $ (48,845 ) $ 65,835 BALANCE - December 31, 2017 (As Previously Reported) 30,219,278 $ 304 $ (9,114 ) $ 239,870 $ (115,083 ) $ (41,235 ) $ 74,742 Cumulative adjustments — — — — (2,419 ) — (2,419 ) BALANCE - December 31, 2017 (As Adjusted) 30,219,278 $ 304 $ (9,114 ) $ 239,870 $ (117,502 ) $ (41,235 ) $ 72,323 BALANCE - December 31, 2018 (As Previously Reported) 30,512,843 $ 318 $ (10,245 ) $ 243,007 $ (70,571 ) $ (47,471 ) $ 115,038 Cumulative restatement adjustments — — — — (5,442 ) — (5,442 ) BALANCE - December 31, 2018 (As Restated) 30,512,843 $ 318 $ (10,245 ) $ 243,007 $ (76,013 ) $ (47,471 ) $ 109,596 As of December 31, 2018, 2017 and 2016 The increase in retained deficit and corresponding decrease of total CVG stockholders’ equity for each restated period was the result of the adjustments for understatement of costs of revenues and impacted balance sheet accounts and the adjustment to property, plant and equipment, net. These adjustments resulted in a $5.4 million increase in retained deficit and corresponding decrease of total CVG stockholders’ equity as of December 31, 2018, a $2.4 million increase in retained deficit and corresponding decrease of total CVG stockholders’ equity as of December 31, 2017, and a $1.9 million increase in retained deficit and corresponding decrease of total CVG stockholders’ equity as of December 31, 2016. COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW For the Year Ended December 31, 2018 As Previously Reported Restatement Adjustments As Restated Restatement References CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ 44,512 $ (3,023 ) $ 41,489 a, b Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 15,418 (148 ) 15,270 b Provision for doubtful accounts 7,607 — 7,607 Noncash amortization of debt financing costs 1,404 — 1,404 Shared-based compensation expense 3,137 — 3,137 Deferred income tax 5,940 (909 ) 5,031 a, b Noncash (gain) loss on derivative contracts (1,468 ) — (1,468 ) Change in other operating items: Accounts receivable (35,674 ) 687 (34,987 ) a Inventories 4,836 — 4,836 Prepaid expenses (5,685 ) 3,393 (2,292 ) a Accounts payable 1,451 — 1,451 Accrued liabilities 2,631 — 2,631 Other operating activities, net (3,117 ) — (3,117 ) Net cash provided by operating activities 40,992 — 40,992 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (14,150 ) — (14,150 ) Proceeds from disposal/sale of property, plant and equipment 49 — 49 Net cash used in investing activities (14,101 ) — (14,101 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of Revolving Credit Facility 80,500 — 80,500 Repayment of Revolving Credit Facility (80,500 ) — (80,500 ) Repayment of Term Loan Facility principal (4,375 ) — (4,375 ) Surrender of common stock by employees (1,131 ) — (1,131 ) Other financing activities, net (329 ) — (329 ) Net cash used in financing activities (5,835 ) — (5,835 ) EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH (2,387 ) — (2,387 ) NET (DECREASE) INCREASE IN CASH 18,669 — 18,669 CASH: Beginning of period 52,244 — 52,244 End of period $ 70,913 $ — $ 70,913 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ 14,046 $ — $ 14,046 Cash paid for income taxes, net $ 3,143 $ — $ 3,143 Unpaid purchases of property and equipment included in accounts payable $ 509 $ — $ 509 For the year ended December 31, 2018 (a) Understatement of cost of revenues and impacted balance sheet accounts. As a result of the understatement of cost of revenues, the correction resulted in a $3.1 million decrease in net income; a $0.9 million decrease in deferred income tax; a $0.7 million decrease in change in accounts receivable; and a $3.4 million decrease in change in prepaid expenses. Refer to descriptions of the adjustments and their impacts to net income above. (b) Property, plant and equipment, net error correction. The immaterial error correction of property, plant and equipment, net, resulted in a $0.1 million increase in net income; a $0.1 million decrease in depreciation expense; and an immaterial increase in deferred income tax. Refer to descriptions of the adjustment and its impact to net income above. The impact of these error corrections to relevant segment and quarterly financial information is presented in Notes 12 and 19 to these consolidated financial statements, respectively. COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW For the Year Ended December 31, 2017 As Previously Reported Adjustments As Adjusted Restatement References CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ (1,705 ) $ (564 ) $ (2,269 ) a, b Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 15,344 (148 ) 15,196 b Provision for doubtful accounts 5,622 — 5,622 Noncash amortization of debt financing costs 1,251 — 1,251 Shared-based compensation expense 2,503 — 2,503 (Gain) loss on sale of assets (586 ) — (586 ) Deferred income tax 7,992 (283 ) 7,709 a, b Noncash (gain) loss on derivative contracts (726 ) — (726 ) Change in other operating items: Accounts receivable (13,794 ) 2 (13,792 ) a Inventories (25,104 ) — (25,104 ) Prepaid expenses (814 ) 993 179 a Accounts payable 23,250 — 23,250 Accrued liabilities (12,284 ) — (12,284 ) Other operating activities, net 1,308 — 1,308 Net cash provided by operating activities 2,257 — 2,257 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (13,458 ) — (13,458 ) Proceeds from disposal/sale of property, plant and equipment 2,682 — 2,682 Net cash used in investing activities (10,776 ) — (10,776 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of Term Loan Facility 175,000 — 175,000 Repayment of Term Loan Facility principal (2,188 ) — (2,188 ) Surrender of common stock by employees (1,361 ) — (1,361 ) Redemption of Notes (235,000 ) — (235,000 ) Prepayment charge for redemption of Notes (1,543 ) — (1,543 ) Payment of Term Loan Facility discount (3,500 ) — (3,500 ) Payment of debt issuance costs (4,256 ) — (4,256 ) Net cash used in financing activities (72,848 ) — (72,848 ) EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH 3,451 — 3,451 NET (DECREASE) INCREASE IN CASH (77,916 ) — (77,916 ) CASH: Beginning of period 130,160 — 130,160 End of period $ 52,244 $ — $ 52,244 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ 18,572 $ — $ 18,572 Cash paid for income taxes, net $ 3,276 $ — $ 3,276 Unpaid purchases of property and equipment included in accounts payable $ 109 $ — $ 109 For the year ended December 31, 2017 (a) Understatement of cost of revenues and impacted balance sheet accounts. As a result of the understatement of cost of revenues, the correction resulted in a $0.8 million increase in net loss; a $0.2 million decrease in deferred income tax; an immaterial decrease in change in accounts receivable; and a $1.0 million decrease in change in prepaid expenses. Refer to descriptions of the adjustments and their impacts to net income above. (b) Property, plant and equipment, net error correction. The immaterial error correction of property, plant and equipment, net, resulted in a $0.2 million decrease in net loss; a $0.1 million decrease in depreciation expense; and a $0.1 million decrease in deferred income tax. Refer to descriptions of the adjustment and its impact to net income above. The impact of these error corrections to relevant segment and quarterly financial information is presented in Notes 12 and 19 to these consolidated financial statements, respectively. |