Restatement of Previously Issued Consolidated Financial Statements | Restatement of Previously Issued Consolidated Financial Statements Restatement Background As noted in our 2019 Form 10-K, 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. 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"). The following tables present the impacts of the restatement adjustments to the previously reported financial information for the period ended June 30, 2019. The restatement references identified in the following tables directly correlate to the restatement adjustments detailed below. 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 the year ended December 31, 2016. COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 As Previously Reported Restatement Adjustments As Restated As Previously Reported Restatement Adjustments As Restated Restatement References Revenues $ 243,190 $ — $ 243,190 $ 486,354 $ — $ 486,354 Cost of Revenues 209,407 1,347 210,754 418,011 2,818 420,829 a, b Gross profit 33,783 (1,347) 32,436 68,343 (2,818) 65,525 Selling, General and Administrative Expenses 16,248 — 16,248 31,447 — 31,447 Amortization Expense 322 — 322 643 — 643 Operating Income 17,213 (1,347) 15,866 36,253 (2,818) 33,435 Interest and Other Expense 7,490 — 7,490 11,886 — 11,886 Income before provision for income taxes 9,723 (1,347) 8,376 24,367 (2,818) 21,549 a, b Provision for Income Taxes 2,546 (316) 2,230 6,060 (643) 5,417 a, b Net Income $ 7,177 $ (1,031) $ 6,146 $ 18,307 $ (2,175) $ 16,132 Income per share attributable to common stockholders: Basic $ 0.23 $ (0.03) $ 0.20 $ 0.60 $ (0.07) $ 0.53 Diluted $ 0.23 $ (0.03) $ 0.20 $ 0.60 $ (0.07) $ 0.52 Weighted average common shares outstanding: Basic 30,547 30,547 30,547 30,530 30,530 30,530 Diluted 30,824 30,824 30,824 30,731 30,731 30,731 For the three months ended June 30, 2019 (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 $1.3 million increase in cost of revenues; a $0.3 million decrease in provision for income taxes; and a $1.0 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 an immaterial decrease in cost of revenues; an immaterial increase in provision for income taxes; and an immaterial increase in net income. For the six months ended June 30, 2019 (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 $2.9 million increase in cost of revenues; a $0.7 million decrease in provision for income taxes; and a $2.2 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. COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 As Previously Reported Restatement Adjustments As Restated As Previously Reported Restatement Adjustments As Restated Restatement References Net Income $ 7,177 $ (1,031) $ 6,146 $ 18,307 $ (2,175) $ 16,132 a, b Other comprehensive income (loss): — — Foreign currency translation adjustments 233 — 233 337 — 337 Minimum pension liability, net of tax 1,739 — 1,739 1,090 — 1,090 Derivative instrument (17) — (17) 322 — 322 Other comprehensive income 1,955 — 1,955 1,749 — 1,749 Comprehensive income $ 9,132 $ (1,031) $ 8,101 $ 20,056 $ (2,175) $ 17,881 For the three months ended June 30, 2019 (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 $1.1 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 an immaterial increase in net income. Refer to descriptions of the adjustment and its impact to net income above. For the six months ended June 30, 2019 (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 $2.2 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. COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30, 2019 As Previously Reported Restatement Adjustments As Restated Restatement References Cash Flows from Operating Activities: Net Income $ 18,307 $ (2,175) $ 16,132 a, b Adjustments to reconcile net income to cash flows from operating activities: Depreciation and amortization 7,058 (74) 6,984 b Non-cash amortization of debt financing costs 685 — 685 Shared-based compensation expense 1,479 — 1,479 Deferred income taxes 2,906 (643) 2,263 a, b Non-cash loss on derivative contracts 1,823 — 1,823 Change in other operating items: Accounts receivable (23,610) — (23,610) Inventories (462) — (462) Prepaid expenses (5,491) 2,990 (2,501) a Accounts payable 6,563 — 6,563 Other operating activities, net (607) — (607) Net cash provided by operating activities 8,651 98 8,749 Cash Flows from Investing Activities: Purchases of property, plant and equipment (12,702) (98) (12,800) Proceeds from disposal/sale of property, plant and equipment 20 — 20 Net cash used in investing activities (12,682) (98) (12,780) Cash Flows from Financing Activities: Repayment of Term Loan (6,338) — (6,338) Other financing activities (222) — (222) Net cash used in financing activities (6,560) — (6,560) Effect of Foreign Currency Exchange Rate Changes on Cash 199 — 199 Net Decrease in Cash (10,392) — (10,392) Cash: Beginning of period 70,913 — 70,913 End of period $ 60,521 $ — $ 60,521 Supplemental Cash Flow Information: Cash paid for interest $ 6,787 $ — $ 6,787 Cash paid for income taxes, net $ 4,180 $ — $ 4,180 Unpaid purchases of property and equipment included in accounts payable $ 526 $ — $ 526 For the six months ended June 30, 2019 (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 $2.2 million decrease in net income; a $0.7 million decrease in deferred income tax; a $3.0 million decrease in change in prepaid expenses; and a $0.1 million increase in purchases of property, plant and equipment. (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. |