What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-09 compared with 2020-03-16 · 28 added, 59 removed, 65 unchanged (57% of the section changed)

1 unchanged sentence

Our common stock is traded on the NASDAQ Global Select Market under the symbol “CVGI.”

As of March 16, 2020 , there were 171 holders of record of our outstanding common stock.

As of March 9, 2021, there were approximately 150 holders of record of our outstanding common stock.

We have not declared or paid any dividends to the holders of our common stock in the past and do not anticipate paying dividends in the foreseeable future.

10 unchanged sentences

Supreme Industries was purchased by Wabash National Corporation and is reported as part of the new peer group only through 2017.

American Railcar Industries, Inc.

was purchased by ITE Management and is reported as part of the new peer group only through 2018.

The graph assumes that the value of the investment in the Company’s common stock in the peer group and the index (including reinvestment of dividends) was $100 on December 31, 2015 and tracks it through December 31, 2020.

12/31/2015 12/31/2016 12/31/2017 12/31/2018 12/31/2019 12/31/2020

Commercial Vehicle Group, Inc.

100.00 82.88 160.21 85.42 95.16 129.52

NASDAQ Composite 100.00 116.72 151.41 147.16 201.22 291.89

Legacy Peer Group

Legacy Peer Group 100.00 98.91 N/A N/A N/A N/A

New Peer Group 100.00 127.28 145.60 122.49 159.20 196.58

The information in the graph and table above is not “solicitation material”, is not deemed “filed” with the Securities and Exchange Commission and is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the

Securities Exchange Act of 1934, as amended, whether made before or after the date of this annual report, except to the extent that we specifically incorporate such information by reference.

amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this annual report, except to the extent that we specifically incorporate such information by reference.

We did not repurchase any of our common stock on the open market as part of a stock repurchase program during 2020.

3 unchanged sentences

Shares (or Units)

Surrendered Average

(or Unit) Total Number

of Shares (or

1 unchanged sentence

Publicly Announced

Plans or Programs

Maximum Number

Plans or Programs Maximum Number

(or Approximate

4 unchanged sentences

October 1, 2020 through October 31, 2020 51,786 $ 6.08 — —

No other shares were surrendered during the quarter ended December 31, 2019 .

November 1, 2020 through November 30, 2020 14,450 $ 6.09 — —

December 1, 2020 through December 31, 2020 29,995 $ 8.65 — —

No other shares were surrendered during the period ended December 31, 2020.

Unregistered Sales of Equity Securities

2 unchanged sentences

The following table sets forth selected consolidated financial data regarding our business.

This information should be read in conjunction with the Management's Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of this Annual Report on Form 10-K and with our consolidated financial statements and Notes thereto included elsewhere in this Annual Report on Form 10-K, including further details related to the misstatements discussed in Note 2.

Material Events Affecting Financial Statement Comparability

Aside from the acquisition of First Source Electronics, LLC, ("FSE") in September 2019, there are no material events affecting financial statement comparability of our consolidated financial statements contained in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2019 .

See Note 5 for a description of the FSE acquisition.

The table below sets forth Statements of Operations for the periods indicated (in thousands, except per share data):

Years Ended December 31,

(as restated)

2020 2019 2018 2017 2016

Statements of operations:

Revenues $ 717,699 $ 901,238 $ 897,737 $ 755,231 $ 662,112

Cost of revenues 643,623 796,101 772,817 664,360 575,409

Gross profit 74,076 105,137 124,920 90,871 86,703

Selling, general and administrative expenses 64,794 62,549 60,679 59,547 60,482

Goodwill and other impairment 29,017 — — — —

Amortization expense 3,434 1,952 1,300 1,320 1,305

2 unchanged sentences

Interest expense 20,603 16,855 14,676 19,149 19,318

Income before provision for income taxes

Income (loss) before provision for income taxes (44,500) 21,556 49,576 12,798 6,834

Provision for income taxes (7,451) 5,778 8,087 15,067 49

Net income (loss) (37,049) 15,778 41,489 (2,269) 6,785

Non-controlling interest in subsidiary’s income (loss)

Net income (loss) attributable to CVG stockholders

Income (loss) per share attributable to common stockholders:

Basic $ (1.20) $ 0.52 $ 1.37 $ (0.08) $ 0.23

Diluted $ (1.20) $ 0.51 $ 1.36 $ (0.08) $ 0.23

Weighted average common shares outstanding:

Description of Restatement Adjustments

The categories of restatement adjustments and immaterial corrections of errors and their impact on previously reported consolidated financial statements as of and for the year ended December 31, 2018 and immaterial corrections of errors as of and for the year ended December 31, 2017, are detailed in Note 2 contained in the Notes to the consolidated financial statements in this Annual Report on Form 10-K and are described below:

For the year ended December 31, 2018

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.

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

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.

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 reduction in provision for income taxes;

and a $0.2 million decrease in net loss.

Basic 30,943 30,602 30,277 29,942 29,530

Diluted 30,943 30,823 30,587 29,942 29,878

The table below sets forth certain balance sheet and other data for the periods indicated (in thousands):

Years Ended December 31,

(as restated)

2020 2019 2018 2017 2016

Balance sheet data (at end of each period):

Working capital (current assets less current liabilities) $ 145,650 $ 149,365 $ 176,571 $ 149,546 $ 202,693

Total assets 454,373 435,826 412,688 381,969 428,765

Total liabilities, excluding debt 212,427 150,754 139,334 142,697 127,921

Total debt, net of prepaid debt financing costs and discount 146,576 156,384 163,758 166,949 233,154

Total CVG stockholders’ equity

Total stockholders’ equity 95,370 128,688 109,596 72,323 67,690

6 unchanged sentences

North American class 8 production (units) 1

214 342 324 256 228

North America class 5-7 production (units) 1

223 281 273 249 233

ACT ( February 2021 )

As of December 31, 2018

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.

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.

As of December 31, 2017

Understatement of cost of revenues and impacted balance sheet accounts.

As a result of the understatement of cost of revenues, the correction resulted in an immaterial decrease in accounts receivable, net;

a $1.3 million decrease in other current assets;

a $0.3 million increase in long-term deferred tax assets;

and a $1.0 million increase in retained deficit.

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 $1.1 million decrease in accumulated depreciation;

a $0.2 million decrease in long-term deferred tax assets;

and a $1.3 million increase in retained deficit.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity