XPEL Inc.

08/03/2021 | Press release | Distributed by Public on 08/03/2021 06:47

Amendment to Annual Report (SEC Filing - 10-K/A)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)

(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-38858
XPEL, INC.
(Exact name of registrant as specified in its charter)
Nevada
20-1117381
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
618 W. Sunset Road
San Antonio
Texas
78216
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code: (210) 678-3700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.001 per share
XPEL
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as identified in Rule 405 of the Securities Act. YesxNo ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ Nox
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports). YesxNo ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of 'large accelerated filer,' 'accelerated filer,' 'smaller reporting company,' and 'emerging growth company' in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the common stock held by non-affiliates of the Registrant, as of June 30, 2020, the last business day of the Registrant's most recently completed second fiscal quarter, was approximately $255,070,696.
The registrant had 27,612,597 shares of common stock outstanding as of March 11, 2021.
DOCUMENTS INCORPORATED BY REFERENCE
Document Parts into which Incorporated
Portions of the registrant's Proxy Statement relating to the 2021 Annual Meeting of stockholders to be held on May 27, 2021.
Part III


EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A ('Amendment No. 1') to the XPEL, Inc. ('XPEL' or the 'Company') Annual Report ('Annual Report') on Form 10-K for the fiscal year ended December 31, 2020 (the 'Original Filing'), is being filed solely for the purposes of amending (i) Part II, Item 9A to include Management's Report on Internal Control over Financial Reporting; and (ii) Part IV, Item 15 to add the references in subsection (a) to documents included in the Original Filing and to include as exhibits the new certifications required by Rule 13a-14(a) under the Exchange Act.

As disclosed in Management's Report on Internal Control over Financial Reporting provided in this Amendment No. 1, management performed and completed its assessment of XPEL's internal controls over financial reporting as of December 31, 2020 prior to the Original Filing. The section was inadvertently omitted from the Original Filing due to administrative error.
In accordance with Rule 12b-15 under the U.S. Securities Exchange Act of 1934 (the 'Exchange Act'), Part II, Item 9A and Part IV, Item 15 of the Original Filing have been amended and restated in their entirety. This Amendment No. 1 does not amend or otherwise update any other information in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing.
Part II
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have established and maintain a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed with the SEC pursuant to the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer ('CEO') and Chief Financial Officer ('CFO'), as appropriate, to allow timely decisions regarding required disclosures.
Management, with the participation of our CEO and CFO, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act) as of the end of the period covered by this report. Based on such evaluation, our CEO and CFO have each concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ('COSO') in Internal Control - Integrated Framework (2013 Framework). Our management has concluded that we maintained effective internal control over financial reporting as of December 31, 2020.

Our management, including our Chief Executive and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors


and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, 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. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all controls issues and instances of fraud, if any, within the Company have been detected.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. As an Emerging Growth Company, management's report was not subject to audit by our independent registered public accounting firm pursuant to the Jumpstart Our Business Startups Act, that permits us to provide only management's reporting in this annual report.

Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part IV
Item 15. Exhibits and Financial Statement Schedules
1.Financial Statements
See Index to Financial Statements at Item 8 herein.
2.Financial Statement Schedules
Schedules not listed above have been omitted because they are not required, not applicable, or the required information is otherwise included.
3.Exhibits
The exhibits listed below are filed or furnished as part of this Annual Report or are incorporated herein by reference, in each case as indicated below.
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Incorporated by Reference
Exhibit Number Description Form Exhibit/Appendix Filing Date
3.1 10-12B 3.1 04/03/2019
3.2 10-12B 3.2 04/03/2019
3.3 10-12B 3.3 04/03/2019
3.4 8-K 3.1 11/18/2019
4.1 10-K 4.1 3/16/2020
10.1 10-12B/A 10.1 05/30/2019
10.2 10-12B/A 10.2 05/30/2019
10.3 10-Q 10.1 05/14/2020
10.4 10-Q 10.2 05/14/2020
10.5 10-Q 10.3 05/14/2020
10.6 10-12B/A 10.3 05/30/2019
10.7 10-12B/A 10.4 04/24/2019
10.8 10-12B/A 10.5 05/30/2019
10.9+ Schedule 14A A 04/17/2020
14.1 10-12B/A 14.1 04/24/2019
21.1* X
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31.1*
Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
31.2*
Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
32.1**
Section 1350 Certifications of Chief Executive Officer.
32.2**
Section 1350 Certifications of Chief Financial Officer.
101* Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, 'Financial Statements and Supplementary Data' of this Annual Report on Form 10-K.
104* Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.
* Filed herewith
** Furnished herewith
+Management Compensatory Plan or Agreement
X Previously filed as like-numbered exhibit to Original Filing and incorporated by reference herein



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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
XPEL, Inc. (Registrant)
By: /s/ Barry R. Wood
Barry R. Wood
Senior Vice President and Chief Financial Officer
Date: August 3, 2021 (Authorized Officer and Principal Financial and Accounting Officer)


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