Restatement of Previously Issued Financial Statements | Restatement of Previously Issued Financial Statements During the quarter ended March 31, 2020, the Company discovered certain accounting irregularities at its Mexican subsidiaries. The Company’s Audit Review Committee commenced an internal investigation, with the assistance of outside counsel and other third party experts. As a result of this investigation, the Company, along with the Audit Review Committee and its third party experts, concluded that certain former employees of one of the Company’s Mexican subsidiaries engaged in unauthorized transactions with the Company’s Mexican subsidiaries that resulted in expenditures being deferred on the balance sheet beyond the period for which the costs pertained. As a result, the Company recorded a non-cash write-off for certain amounts included in the Company’s historical consolidated financial statements in trade receivables and prepaid expenses and other current assets, among other corrections, related to these transactions, and restated its consolidated financial statements as of December 31, 2019 and 2018, and for the years ended December 31, 2019, 2018 and 2017 and each of the quarters during the years ended December 31, 2019 and 2018 on Form 10-K/A for the year ended December 31, 2019. During the course of the investigation, certain expenses at the Company's Mexican subsidiaries were found to be incorrectly classified within the consolidated statement of operations and have also been corrected in the restatement. These misstatements are described in restatement reference (a) through (d) below. The restatement also includes corrections for other errors previously identified as immaterial, individually and in the aggregate, to our consolidated financial statements. Description of Misstatements (a) Write-off of Assets: Certain former employees of one of the Company's Mexican subsidiaries engaged in unauthorized transactions with the Company’s Mexican subsidiaries and vendors in which the employees had an interest. In doing so, expenditures were deferred on the balance sheet beyond the period for which the costs pertained. The amounts were recorded as trade receivables, prepaid expenses and other current assets, and reductions in accrued liabilities. The amounts have been written off to selling, general and administrative expenses. Where these write-offs caused prepaid assets and other current assets balance to become a liability, the balance has been reclassed from prepaid expenses and other assets to other current liabilities. (b) Reversal of Revenue: Certain former employees of one of our Mexican subsidiaries engaged in sales activities to customers in which the employees had an interest. The Company concluded that these unauthorized transactions did not meet the criteria for revenue recognition at the time of sale and the revenue has been reversed. (c) Correction of misclassification of Selling and Marketing Expenses: Certain former employees of one of the Mexican subsidiaries engaged a third-party, in which the employees had an interest, to perform selling and marketing activities on behalf of the Mexican subsidiaries. Amounts paid for the selling and marketing activities had previously been treated as variable consideration and reflected as a reduction to revenue; however, the amounts should be reflected as selling, general and administrative expenses. (d) Correction for the timing of recognition of customer price concessions: Customer price concessions at our Mexican subsidiaries were not accrued timely in order to obscure the increased expenses due to unauthorized transactions as described above. (e) Tax adjustments for corrections: The tax impacts of the corrections have been recorded. (f) Correction of other immaterial errors. Restatement Tables The restatement tables below present a reconciliation from the previously reported to the restated values as of and for the three and six months ended June 30, 2019 and as of December 31, 2019. The values as previously reported were derived from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed on July 31, 2019 and from our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed on February 26, 2020. Additionally, in the fourth quarter of 2019, KC met the requirements to be reported as a discontinued operation. The following consolidated financial tables present a reconciliation to reflect KC as a discontinued operation for all periods presented and are labeled "Recast". See Note 3, Discontinued Operations for more information. CONDENSED CONSOLIDATED BALANCE SHEETS December 31, 2019 As Previously Reported Restatement Impacts Restatement Reference As Restated (In thousands) Assets Current assets Cash and cash equivalents $ 2,142 $ — $ 2,142 Trade receivables, net 113,781 (5,400 ) a,b,d 108,381 Inventory 109,621 185 f 109,806 Prepaid expenses and other current assets 23,102 (11,757 ) a,b,f 11,345 Current assets of discontinued operations 5,383 — 5,383 Total current assets 254,029 (16,972 ) 237,057 Property, plant and equipment, net 22,324 — 22,324 Goodwill 6,253 — 6,253 Other intangible assets, net 3,141 — 3,141 Deferred income taxes 3,853 2,395 e 6,248 Deferred costs 10,941 — 10,941 Other non-current assets 2,085 — 2,085 Non-current assets of discontinued operations 614 — 614 Total assets $ 303,240 $ (14,577 ) $ 288,663 Liabilities and stockholders' equity Current liabilities Accounts payable $ 111,117 $ 231 f $ 111,348 Accounts payable to NACCO Industries, Inc. 496 — 496 Revolving credit agreements 23,497 — 23,497 Accrued compensation 14,277 750 f 15,027 Accrued product returns 8,697 — 8,697 Other current liabilities 12,873 (339 ) a,e 12,534 Current liabilities of discontinued operations 29,723 — 29,723 Total current liabilities 200,680 642 201,322 Revolving credit agreements 35,000 — 35,000 Other long-term liabilities 12,501 3,574 e 16,075 Total liabilities 248,181 4,216 252,397 Stockholders’ equity Preferred stock, par value $0.01 per share — — — Class A Common stock, par value $0.01 per share; 9,805 shares issued as of December 31, 2019 98 — 98 Class B Common stock, par value $0.01 per share, convertible into Class A on a one-for-one basis; 4,076 shares issued as of December 31, 2019 41 — 41 Capital in excess of par value 54,344 165 f 54,509 Treasury stock (5,960 ) — (5,960 ) Retained earnings 22,524 (18,814 ) a,b,d,e,f 3,710 Accumulated other comprehensive loss (15,988 ) (144 ) a,b,d,e (16,132 ) Total stockholders’ equity 55,059 (18,793 ) 36,266 Total liabilities and stockholders' equity $ 303,240 $ (14,577 ) $ 288,663 (a) Write-off of Assets: The correction of these misstatements resulted in a decrease to trade receivables of $2.5 million , a reduction to prepaid expenses and other current assets of $12.4 million , and an increase to other current liabilities of $0.9 million (b) Reversal of Revenue: The correction of these misstatements resulted in a decrease to trade receivables of $1.3 million and an increase to prepaid expenses and other current assets of $0.2 million (d) Correction for the timing of recognition of customer price concessions: The correction of these misstatements resulted in a decrease to trade receivables of $1.6 million (e) Tax adjustments for corrections: The correction of these misstatements resulted in an increase to deferred income taxes of $2.4 million , a decrease to other current liabilities of $1.2 million , and an increase to other long-term liabilities of $3.6 million (f) Correction of other immaterial errors: The correction of these misstatements resulted in an increase to prepaid expenses and other current assets of $0.5 million , an increase to inventory of $0.2 million , an increase to accounts payable of $0.2 million , an increase to accrued compensation of $0.7 million , and an increase to capital in excess of par of $0.2 million CONDENSED CONSOLIDATED BALANCE SHEETS ` June 30, 2019 As Previously Reported Restatement Impacts Restatement Reference As Restated Recasting Impacts As Restated and Recast (In thousands) Assets Current assets Cash and cash equivalents $ 1,131 $ — $ 1,131 $ (102 ) $ 1,029 Trade receivables, net 89,579 (2,446 ) a,f 87,133 (865 ) 86,268 Inventory 140,817 — 140,817 (19,345 ) 121,472 Prepaid expenses and other current assets 24,078 (6,723 ) a 17,355 (943 ) 16,412 Current assets of discontinued operations — — — 21,255 21,255 Total current assets 255,605 (9,169 ) 246,436 — 246,436 Property, plant and equipment, net 23,204 — 23,204 (1,555 ) 21,649 Goodwill 6,253 — 6,253 — 6,253 Other intangible assets, net 3,828 — 3,828 — 3,828 Deferred income taxes 6,169 318 e 6,487 (2,733 ) 3,754 Deferred costs 8,683 — 8,683 (119 ) 8,564 Other non-current assets 1,997 — 1,997 (13 ) 1,984 Non-current assets of discontinued operations — — — 4,420 4,420 Total assets $ 305,739 $ (8,851 ) $ 296,888 $ — $ 296,888 Liabilities and stockholders' equity Current liabilities Accounts payable $ 91,737 $ — $ 91,737 $ (5,538 ) $ 86,199 Accounts payable to NACCO Industries, Inc. 220 — 220 — 220 Revolving credit agreements 58,955 — 58,955 (7,450 ) 51,505 Accrued compensation 12,091 387 f 12,478 (753 ) 11,725 Accrued product returns 8,224 — 8,224 — 8,224 Other current liabilities 27,930 (241 ) a,d,e,f 27,689 (6,307 ) 21,382 Current liabilities of discontinued operations — — — 20,048 20,048 Total current liabilities 199,157 146 199,303 — 199,303 Revolving credit agreements 32,000 — 32,000 (2,000 ) 30,000 Other long-term liabilities 15,485 911 e 16,396 (1,697 ) 14,699 Non-current liabilities of discontinued operations — — — 3,697 3,697 Total liabilities 246,642 1,057 247,699 — 247,699 Stockholders’ equity Class A Common stock 95 — 95 — 95 Class B Common stock 44 — 44 — 44 Capital in excess of par value 53,342 — 53,342 — 53,342 Treasury stock (2,334 ) — (2,334 ) — (2,334 ) Retained earnings 25,773 (10,127 ) a,d,e,f 15,646 — 15,646 Accumulated other comprehensive loss (17,823 ) 219 a,d (17,604 ) — (17,604 ) Total stockholders’ equity 59,097 (9,908 ) 49,189 — 49,189 Total liabilities and stockholders' equity $ 305,739 $ (8,851 ) $ 296,888 $ — $ 296,888 (a) Write-off of Assets: The correction of these misstatements resulted in a decrease to trade receivables of $1.3 million , a reduction to prepaid expenses and other current assets of $6.7 million , and an increase in other current liabilities of $1.4 million (d) Correction for the timing of recognition of customer price concessions: The correction of these misstatements resulted in an increase to other current liabilities of $0.2 million (e) Tax adjustments for corrections: The correction of these misstatements resulted in an increase to deferred income taxes of $0.3 million , a decrease to other current liabilities of $0.4 million , and an increase to other long-term liabilities of $0.9 million (f) Correction of other immaterial errors: The correction of these misstatements resulted in a decrease to trade receivables of $1.1 million , an increase to accrued compensation of $0.4 million , and a decrease to other current liabilities of $1.4 million CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended June 30, 2019 As Previously Reported Restatement Impacts Restatement References As Restated Recasting Impacts As Restated and Recast (In thousands) Revenue $ 148,427 $ 921 c $ 149,348 $ (18,283 ) $ 131,065 Cost of sales 112,770 — 112,770 (10,212 ) 102,558 Gross profit 35,657 921 36,578 (8,071 ) 28,507 Selling, general and administrative expenses 35,617 594 a,c 36,211 (11,235 ) 24,976 Amortization of intangible assets 346 — 346 — 346 Operating profit (loss) (306 ) 327 21 3,164 3,185 Interest expense, net 904 — 904 (115 ) 789 Other expense (income), net (126 ) — (126 ) (6 ) (132 ) Income (loss) from continuing operations before income taxes (1,084 ) 327 (757 ) 3,285 2,528 Income tax expense (benefit) (140 ) 1 (139 ) 769 630 Net income (loss) from continuing operations (944 ) 326 (618 ) 2,516 1,898 Loss from discontinued operations, net of tax — — — (2,516 ) (2,516 ) Net income (loss) $ (944 ) $ 326 $ (618 ) $ — $ (618 ) Basic and diluted earnings (loss) per share: Continuing operations $ (0.07 ) $ 0.03 $ (0.04 ) $ 0.18 $ 0.14 Discontinued operations — — — (0.18 ) (0.18 ) Basic and diluted earnings (loss) per share $ (0.07 ) $ 0.03 $ (0.04 ) $ — $ (0.04 ) Basic weighted average shares outstanding 13,813 — 13,813 — 13,813 Diluted weighted average shares outstanding 13,813 — 13,813 13 13,826 (a) Write-off of Assets: The correction of these misstatements resulted in a decrease to selling, general and administrative ("SG&A") expense of $0.3 million (c) Correction of misclassification of Selling and Marketing Expenses: The correction of these misstatements resulted in an increase to revenue and an increase to SG&A expense of $0.9 million CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Six Months Ended June 30, 2019 As Previously Reported Restatement Impacts Restatement References As Restated Recasting Impacts As Restated and Recast (In thousands) Revenue $ 293,804 $ 1,439 c,f $ 295,243 $ (37,536 ) $ 257,707 Cost of sales 223,424 (65 ) f 223,359 (20,861 ) 202,498 Gross profit 70,380 1,504 71,884 (16,675 ) 55,209 Selling, general and administrative expenses 72,124 2,566 a,c,f 74,690 (23,468 ) 51,222 Amortization of intangible assets 691 — 691 — 691 Operating profit (loss) (2,435 ) (1,062 ) (3,497 ) 6,793 3,296 Interest expense, net 1,650 — 1,650 (198 ) 1,452 Other expense (income), net (458 ) 144 f (314 ) (15 ) (329 ) Income (loss) from continuing operations before income taxes (3,627 ) (1,206 ) (4,833 ) 7,006 2,173 Income tax expense (benefit) (922 ) 92 e (830 ) 1,767 937 Net income (loss) from continuing operations (2,705 ) (1,298 ) (4,003 ) 5,239 1,236 Loss from discontinued operations, net of tax — — — (5,239 ) (5,239 ) Net loss $ (2,705 ) $ (1,298 ) $ (4,003 ) $ — $ (4,003 ) Basic and diluted earnings (loss) per share: Continuing operations $ (0.20 ) $ (0.09 ) $ (0.29 ) $ 0.38 $ 0.09 Discontinued operations — — — (0.38 ) (0.38 ) Basic and diluted earnings (loss) per share $ (0.20 ) $ (0.09 ) $ (0.29 ) $ — $ (0.29 ) Basic weighted average shares outstanding 13,800 — 13,800 — 13,800 Diluted weighted average shares outstanding 13,800 — 13,800 13 13,813 (a) Write-off of Assets: The correction of these misstatements resulted in an increase to selling, general and administrative ("SG&A") expense of $1.1 million (c) Correction of misclassification of Selling and Marketing Expenses: The correction of these misstatements resulted in an increase to revenue and an increase to SG&A expense of $1.3 million (e) Tax adjustments for corrections: The correction of these misstatements resulted in an increase to income tax expense of $0.1 million (f) Correction of other immaterial errors: The correction of these misstatements resulted in an increase to revenue of $0.1 million , a decrease to cost of sales of $0.1 million , an increase to SG&A of $0.2 million , and an increase to other expense of $0.1 million CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) For the Three Months Ended June 30, 2019 As Previously Reported Restatement Impacts As Restated (In thousands) Net income (loss) $ (944 ) $ 326 $ (618 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustment 226 (113 ) 113 Gain on long-term intra-entity foreign currency transactions 121 — 121 Cash flow hedging activity (877 ) — (877 ) Reclassification of hedging activities into earnings 144 — 144 Pension plan adjustment — — — Reclassification of pension adjustments into earnings 102 — 102 Total other comprehensive loss, net of tax (284 ) (113 ) (397 ) Comprehensive income (loss) $ (1,228 ) $ 213 $ (1,015 ) See description of the net income (loss) impacts in the consolidated statement of operations for the three months ended June 30, 2019 section above. The decrease to foreign currency translation adjustments is the result of the translation impacts of restatements in the write-off of assets, reversal of revenue and timing of recognition of customer pricing concessions categories. The increases to the reclassification of pension adjustments are from the correction of other immaterial errors. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) For the Six Months Ended June 30, 2019 As Previously Reported Restatement Impacts As Restated (In thousands) Net income (loss) $ (2,705 ) $ (1,298 ) $ (4,003 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustment 556 (229 ) 327 Gain on long-term intra-entity foreign currency transactions 136 — 136 Cash flow hedging activity (1,443 ) 144 (1,299 ) Reclassification of hedging activities into earnings 146 — 146 Pension plan adjustment — — — Reclassification of pension adjustments into earnings 92 94 186 Total other comprehensive loss, net of tax (513 ) 9 (504 ) Comprehensive income (loss) $ (3,218 ) $ (1,289 ) $ (4,507 ) See description of the net income (loss) impacts in the consolidated statement of operations for the six months ended June 30, 2019 section above. The decrease to foreign currency translation adjustments is the result of the translation impacts of restatements in the write-off of assets and timing of recognition of customer pricing concessions categories. The increase to cash flow hedging and the reclassification of pension adjustments is from the correction of other immaterial errors. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS June 30, 2019 As Previously Reported Restatement Impacts As Restated Recasting Impacts As Restated and Recast Operating activities Net income (loss) from continuing operations $ (2,705 ) $ (1,298 ) $ (4,003 ) $ 5,239 $ 1,236 Adjustments to reconcile net income from continuing operations to net cash provided by operating activities: Depreciation and amortization 2,153 — 2,153 (312 ) 1,841 Deferred income taxes 1,800 57 1,857 43 1,900 Stock compensation expense 1,629 — 1,629 — 1,629 Other 117 (11 ) 106 (29 ) 77 Net changes in operating assets and liabilities: Affiliate payable (2,199 ) (1 ) (2,200 ) 5 (2,195 ) Trade receivables 13,956 (128 ) 13,828 (906 ) 12,922 Inventory 4,375 210 4,585 (2,649 ) 1,936 Other assets (133 ) (214 ) (347 ) (1,255 ) (1,602 ) Accounts payable (41,259 ) (9 ) (41,268 ) 8,166 (33,102 ) Other liabilities (19,841 ) 1,412 (18,429 ) 2,141 (16,288 ) Net cash provided by (used for) operating activities from continuing operations (42,107 ) 18 (42,089 ) 10,443 (31,646 ) Investing activities Expenditures for property, plant and equipment (2,091 ) — (2,091 ) 119 (1,972 ) Other 36 — 36 (36 ) — Net cash used for investing activities from continuing operations (2,055 ) — (2,055 ) 83 (1,972 ) Financing activities Net additions (reductions) to revolving credit agreements 44,302 — 44,302 (9,450 ) 34,852 Purchase of treasury stock (2,334 ) — (2,334 ) — (2,334 ) Cash dividends paid (2,419 ) — (2,419 ) — (2,419 ) Net cash provided by (used for) financing activities from continuing operations 39,549 — 39,549 (9,450 ) 30,099 Cash flows from discontinued operations Net cash used for operating activities from discontinued operations — — — (10,443 ) (10,443 ) Net cash used for investing activities from discontinued operations — — — (83 ) (83 ) Net cash used for financing activities from discontinued operations — — — 9,450 9,450 Cash provided by (used for) discontinued operations — — — (1,076 ) (1,076 ) Effect of exchange rate changes on cash (608 ) (18 ) (626 ) — (626 ) Cash and Cash Equivalents (Decrease) increase for the year from continuing operations (5,221 ) — (5,221 ) 1,076 (4,145 ) Increase (decrease) for the year from discontinued operations — — — (1,076 ) (1,076 ) Balance at the beginning of the year 6,352 — 6,352 — 6,352 Balance at the end of the period $ 1,131 $ — $ 1,131 $ — $ 1,131 See description of the net income (loss) impacts in the consolidated statement of operations for the six months ended June 30, 2019 section above. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Class A common stock Class B common stock Capital in excess of par value Treasury stock Retained earnings Accumulated other comprehensive income (loss) Total stockholders' equity As Previously Reported Balance, January 1, 2019 $ 93 $ 44 $ 51,714 $ — $ 30,897 $ (17,310 ) $ 65,438 Net loss — — — — (2,705 ) — (2,705 ) Issuance of common stock, net of conversions 2 — (1 ) — — — 1 Purchase of treasury stock — — — (2,334 ) — — (2,334 ) Share-based compensation expense — — 1,629 — — — 1,629 Cash dividends, $0.085 per share — — — — (2,419 ) — (2,419 ) Other comprehensive loss — — — — — (751 ) (751 ) Reclassification adjustment to net loss — — — — — 238 238 Balance, June 30, 2019 $ 95 $ 44 $ 53,342 $ (2,334 ) $ 25,773 $ (17,823 ) $ 59,097 Restatement Impacts Balance, January 1, 2019 $ — $ — $ — $ — $ (8,829 ) $ 209 $ (8,620 ) Net loss — — — — (1,298 ) — (1,298 ) Issuance of common stock, net of conversions — — — — — — — Purchase of treasury stock — — — — — — — Share-based compensation expense — — — — — — — Cash dividends, $0.085 per share — — — — — — — Other comprehensive loss — — — — — (85 ) (85 ) Reclassification adjustment to net loss — — — — — 94 94 Balance, June 30, 2019 $ — $ — $ — $ — $ (10,127 ) $ 218 $ (9,909 ) As Restated Balance, January 1, 2019 $ 93 $ 44 $ 51,714 $ — $ 22,068 $ (17,101 ) $ 56,818 Net loss — — — — (4,003 ) — (4,003 ) Issuance of common stock, net of conversions 2 — (1 ) — — — 1 Purchase of treasury stock — — — (2,334 ) — — (2,334 ) Share-based compensation expense — — 1,629 — — — 1,629 Cash dividends, $0.085 per share — — — — (2,419 ) — (2,419 ) Other comprehensive loss — — — — — (835 ) (835 ) Reclassification adjustment to net loss — — — — — 332 332 Balance, June 30, 2019 $ 95 $ 44 $ 53,342 $ (2,334 ) $ 15,646 $ (17,604 ) $ 49,189 See description of the net income and other comprehensive income (loss) impacts in the consolidated statement of operations and consolidated statement of comprehensive income (loss) for the six months ended June 30, 2019 sections above. |