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 September 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 September 30, 2019 Nine Months Ended September 30, 2019 As Previously Reported Restatement Adjustments As Restated As Previously Reported Restatement Adjustments As Restated Restatement References Revenues $ 225,399 $ — $ 225,399 $ 711,753 $ — $ 711,753 Cost of Revenues 194,195 1,760 195,955 612,206 4,578 616,784 a, b Gross profit 31,204 (1,760) 29,444 99,547 (4,578) 94,969 Selling, General and Administrative Expenses 17,531 — 17,531 48,978 — 48,978 Amortization Expense 437 — 437 1,080 — 1,080 Operating Income 13,236 (1,760) 11,476 49,489 (4,578) 44,911 Interest and Other Expense 3,800 — 3,800 15,686 — 15,686 Income before provision for income taxes 9,436 (1,760) 7,676 33,803 (4,578) 29,225 a, b Provision for Income Taxes 916 (420) 496 6,976 (1,063) 5,913 a, b Net Income $ 8,520 $ (1,340) $ 7,180 $ 26,827 $ (3,515) $ 23,312 Income per share attributable to common stockholders: Basic $ 0.28 $ (0.04) $ 0.23 $ 0.88 $ (0.12) $ 0.76 Diluted $ 0.28 $ (0.04) $ 0.23 $ 0.87 $ (0.11) $ 0.76 Weighted average common shares outstanding: Basic 30,581 30,581 30,581 30,547 30,547 30,547 Diluted 30,852 30,852 30,852 30,829 30,829 30,829 For the three months ended September 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 $1.7 million increase in cost of revenues; a $0.4 million decrease in provision for income taxes; and a $1.3 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 nine months ended September 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 $4.7 million increase in cost of revenues; a $1.1 million decrease in provision for income taxes; and a $3.6 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 September 30, 2019 Nine Months Ended September 30, 2019 As Previously Reported Restatement Adjustments As Restated As Previously Reported Restatement Adjustments As Restated Restatement References Net Income $ 8,520 $ (1,340) $ 7,180 $ 26,827 $ (3,515) $ 23,312 a, b Other comprehensive income (loss): — — Foreign currency translation adjustments (3,388) — (3,388) (3,051) — (3,051) Minimum pension liability, net of tax (2,095) — (2,095) (1,005) — (1,005) Derivative instrument (515) — (515) (193) — (193) Other comprehensive income (5,998) — (5,998) (4,249) — (4,249) Comprehensive income $ 2,522 $ (1,340) $ 1,182 $ 22,578 $ (3,515) $ 19,063 For the three months ended September 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 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 nine months ended September 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 $3.6 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) Nine Months Ended September 30, 2019 As Previously Reported Restatement Adjustments As Restated Restatement References Cash Flows from Operating Activities: Net Income $ 26,827 $ (3,515) $ 23,312 a, b Adjustments to reconcile net income to cash flows from operating activities: Depreciation and amortization 10,976 (111) 10,865 b Non-cash amortization of debt financing costs 1,030 — 1,030 Shared-based compensation expense 2,200 — 2,200 Deferred income taxes 2,903 (1,063) 1,840 a, b Non-cash loss / (gain) on derivative contracts 2,092 — 2,092 Change in other operating items: Accounts receivable (19,765) (689) (20,454) a Inventories 1,191 — 1,191 Prepaid expenses (7,458) 4,851 (2,607) a Accounts payable 3,272 — 3,272 Other operating activities, net 5,767 — 5,767 Net cash provided by operating activities 29,035 (527) 28,508 Cash Flows from Investing Activities: Purchases of property, plant and equipment (19,270) 527 (18,743) a Proceeds from disposal/sale of property, plant and equipment 20 — 20 Payments for acquisitions (34,000) — (34,000) Net cash used in investing activities (53,250) 527 (52,723) Cash Flows from Financing Activities: Borrowings on Revolving Credit Facility 8,500 — 8,500 Repayment of Revolving Credit Facility (8,500) — (8,500) Repayment of Term Loan (6,338) — (6,338) Other financing activities (381) — (381) Net cash used in financing activities (6,719) — (6,719) Effect of Foreign Currency Exchange Rate Changes on Cash (1,276) — (1,276) Net Decrease in Cash (32,210) — (32,210) Cash: Beginning of period 70,913 — 70,913 End of period $ 38,703 $ — $ 38,703 Supplemental Cash Flow Information: Cash paid for interest $ 10,212 $ — $ 10,212 Cash paid for income taxes, net $ 5,530 $ — $ 5,530 Unpaid purchases of property and equipment included in accounts payable $ 155 $ — $ 155 For the nine months ended September 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 $3.6 million decrease in net income; a $1.1 million decrease in deferred income tax; a $0.7 million increase in change in accounts receivable, a $4.9 million decrease in change in prepaid expenses; and a $0.5 million decrease 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. |