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þ
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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¨
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Transition report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the fiscal year ended December 31, 2019
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Commission file number:
001-34365
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Delaware
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41-1990662
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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7800 Walton Parkway
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43054
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New Albany, Ohio
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(Zip Code)
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(Address of Principal Executive Offices)
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Title of Each Class
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Trading Symbol
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Name of exchange on which registered
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Common Stock, par value $.01 per share
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CVGI
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The NASDAQ Global Select Market
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 1.
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Business
|
•
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Electrical wire harnesses, control panels, electro-mechanical and cable assemblies primarily for the construction, agricultural, industrial, automotive, truck, mining, rail and military industries in North America, Europe and Asia-Pacific;
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•
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Trim systems and components ("Trim") primarily for the North America MD/HD Truck market;
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•
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Mirrors, wipers and controls primarily for the truck, bus, agriculture, construction, rail and military markets in North America and Europe;
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•
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Cab structures for the North American MD/HD Truck market; and
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•
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Aftermarket components in North America.
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•
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Seats and seating systems ("Seats") primarily to the MD/HD Truck, construction, agriculture and mining markets in North America, Asia-Pacific and Europe;
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•
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Office seating in Europe and Asia-Pacific; and
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•
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Aftermarket seats and components in North America, Europe and Asia-Pacific.
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2019
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|
2018
|
|
2017
|
Truck
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51%
|
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49%
|
|
44%
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Construction
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17
|
|
19
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20
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Aftermarket and OE Service
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10
|
|
11
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|
10
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Automotive
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7
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9
|
|
10
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Military
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5
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|
4
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4
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Agriculture
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3
|
|
2
|
|
3
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Other
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7
|
|
6
|
|
9
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Total
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100%
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|
100%
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|
100%
|
|
2019
|
|
2018
|
|
2017
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Medium- and Heavy-duty Truck OEMs
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49%
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43%
|
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39%
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Construction OEMs
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21
|
|
24
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|
25
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Aftermarket and OE Service
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21
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21
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|
24
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Bus OEMs
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8
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|
8
|
|
9
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Other
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1
|
|
4
|
|
3
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Total
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100%
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|
100%
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|
100%
|
•
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All requirements and standards stated in the CVG Supplier Quality and Development Requirements Manual pertain to the specific requirements of CVG and all of our facilities.
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•
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We require our suppliers to obtain a copy and maintain compliance with the Quality Management System Requirements of ISO9001:2015.
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•
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Partnering with the U.S. Department of Energy’s Better Plants Initiative and establishing a voluntary energy intensity reduction target of 20% over 10 years;
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•
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Contributing to a number of sustainability programs including an LED lighting initiative in our manufacturing facilities;
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•
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Increasing the number of facilities that are ISO 14001 certified to approximately 75% of global manufacturing facilities; and
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•
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Various other initiatives that focus on the conservation of energy and natural resources, the reduction of solid and chemical waste of our operations, the avoidance and prevention of pollution, and the minimization of our overall environmental impact to the communities we operate in.
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Name
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Age
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Principal Position(s)
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Patrick E. Miller
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52
|
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President, Chief Executive Officer, Director
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C. Timothy Trenary
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63
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Executive Vice President and Chief Financial Officer
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Dale M. McKillop
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62
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Senior Vice President and Managing Director of Trim, Wipers and Structures
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Douglas F. Bowen
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63
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Senior Vice President and Managing Director of Global Seating
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Item 1A.
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Risk Factors
|
•
|
Demand for our MD/HD Truck products is generally dependent on the number of new MD/HD Truck commercial vehicles manufactured in North America. Historically, the demand for MD/HD Truck commercial vehicles has declined during periods of weakness in the North American economy.
|
•
|
Demand for our construction equipment products is dependent on vehicle demand for new commercial vehicles in the global construction equipment market.
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•
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Demand in the medium and heavy-construction vehicle market, which is where our products are primarily used, is typically related to the level of larger-scale infrastructure development projects.
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•
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the possibility that management’s attention may be diverted from regular business concerns by the need to integrate operations;
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•
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problems assimilating and retaining the management or employees of the acquired company or the Company’s employees following an acquisition;
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•
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accounting issues that could arise in connection with, or as a result of, the acquisition of the acquired company, including issues related to internal control over financial reporting;
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•
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regulatory or compliance issues that could exist for an acquired company or business;
|
•
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challenges in retaining the customers of the combined businesses;
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•
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the potential of lawsuits challenging the Company’s decisions; and
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•
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potential adverse short-term effects on results of operations through increased costs or otherwise.
|
•
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difficulties in the separation of operations, services, products and personnel;
|
•
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the diversion of management’s attention from other business concerns;
|
•
|
the assumption of certain current or future liabilities in order to induce a buyer to complete the divestiture;
|
•
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the disruption of our business;
|
•
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the potential of lawsuits challenging the Company's decisions;
|
•
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the potential loss of key employees; and
|
•
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the proper allocation of shared costs.
|
•
|
the difficulty of enforcing agreements and collecting receivables through certain foreign legal systems;
|
•
|
foreign customers, who may have longer payment cycles than customers in the U.S.;
|
•
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foreign currency exchange rate fluctuations affecting our ability to match revenue received with costs;
|
•
|
tax rates in certain foreign countries, which may exceed those in the U.S., withholding requirements or the imposition of tariffs, exchange controls or other restrictions, including restrictions on repatriation, on foreign earnings;
|
•
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intellectual property protection difficulties;
|
•
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general economic and political conditions, along with major differences in business culture and practices, including the challenges of dealing with business practices that may impact the company’s compliance efforts, in countries where we operate;
|
•
|
exposure to local social unrest, including any resultant acts of war, terrorism or similar events;
|
•
|
the difficulties associated with managing a large organization spread throughout various countries; and
|
•
|
complications in complying with a variety of laws and regulations related to doing business with and in foreign countries, some of which may conflict with U.S. law or may be vague or difficult to comply with.
|
•
|
incur liens;
|
•
|
incur or assume additional debt or guarantees or issue preferred stock;
|
•
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pay dividends or repurchases with respect to capital stock;
|
•
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prepay, or make redemptions and repurchases of, subordinated debt;
|
•
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make loans and investments;
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•
|
engage in mergers, acquisitions, asset sales, sale/leaseback transactions and transactions with affiliates;
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•
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place restrictions on the ability of subsidiaries to pay dividends or make other payments to the issuer;
|
•
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change the business conducted by us or our subsidiaries; and
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•
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amend the terms of subordinated debt.
|
•
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making it more difficult for us to satisfy our obligations with respect to our indebtedness, including the revolving credit facility, term loan and our other debt instruments, and any failure to comply with the obligations of any of our debt instruments, including financial and other restrictive covenants, could result in an event of default under the revolving credit facility or term loan and the governing documents of our debt instruments;
|
•
|
the possibility that we may be unable to generate cash sufficient to pay, when due, the principal of, interest on or other amounts due in respect of our indebtedness;
|
•
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making us more vulnerable to adverse changes in general economic, industry and competitive conditions;
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•
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require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flows to fund working capital, capital expenditures, acquisitions and other general corporate purposes;
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•
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limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
|
•
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placing us at a competitive disadvantage compared to our competitors that have less debt; and
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•
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limiting our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, or execution of our business strategy or other purposes.
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•
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the size, timing, volume and execution of significant orders and shipments;
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•
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changes in the terms of our sales contracts;
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•
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the timing of new product announcements by us and our competitors;
|
•
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changes in our pricing policies or those of our competitors;
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•
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changes in supply and pricing of raw materials and components;
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•
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market acceptance of new and enhanced products;
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•
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announcement of technological innovations or new products by us or our competitors;
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•
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the length of our sales cycles;
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•
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conditions in the commercial vehicle industry;
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•
|
changes in our operating expenses;
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•
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personnel changes;
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•
|
health epidemics;
|
•
|
new business acquisitions;
|
•
|
uncertainty in geographic regions;
|
•
|
cyber attacks;
|
•
|
currency and interest rate fluctuations;
|
•
|
uncertainty with respect to the NAFTA, USMCA and other international trade agreements;
|
•
|
Brexit
|
•
|
union actions; and
|
•
|
seasonal factors.
|
•
|
a prohibition on stockholder action through written consents;
|
•
|
a requirement that special meetings of stockholders be called only by the board of directors;
|
•
|
advance notice requirements for stockholder proposals and director nominations;
|
•
|
limitations on the ability of stockholders to amend, alter or repeal the by-laws; and
|
•
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the authority of the board of directors to issue, without stockholder approval, preferred stock and common stock with such terms as the board of directors may determine.
|
Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Location
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Primary Product/Function
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Ownership Interest
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Piedmont, Alabama
|
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Aftermarket Distribution
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Owned
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Douglas, Arizona
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Warehouse
|
|
Leased
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Dalton, Georgia
|
|
Trim & Warehouse
|
|
Leased
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Monona, Iowa
|
|
Wire Harness
|
|
Owned
|
Michigan City, Indiana
|
|
Wipers, Switches
|
|
Leased
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Kings Mountain, North Carolina
|
|
Cab, Sleeper Box
|
|
Owned
|
Concord, North Carolina
|
|
Injection Molding
|
|
Leased
|
Chillicothe, Ohio
|
|
Trim, Mirrors & Warehouse
|
|
Owned / Leased
|
New Albany, Ohio
|
|
Corporate Headquarters / Product Design and Development
|
|
Leased
|
Vonore, Tennessee
|
|
Seats, Flooring & Warehouse / Product Design and Development
|
|
Owned / Leased
|
Dublin, Virginia
|
|
Trim & Warehouse
|
|
Owned / Leased
|
Elkridge, Maryland
|
|
Electro-mechanical & Panel Assemblies
|
|
Leased
|
Agua Prieta, Mexico
|
|
Wire Harness
|
|
Leased
|
Esqueda, Mexico
|
|
Wire Harness
|
|
Leased
|
Morelos, Mexico
|
|
Wire Harness
|
|
Leased
|
Saltillo, Mexico
|
|
Trim & Seats
|
|
Leased
|
Northampton, United Kingdom
|
|
Seats / Product Design and Development
|
|
Leased
|
Brisbane, Australia
|
|
Seats
|
|
Leased
|
Sydney, Australia
|
|
Seats
|
|
Leased
|
Mackay, Australia
|
|
Distribution
|
|
Leased
|
Melbourne, Australia
|
|
Distribution
|
|
Leased
|
Perth, Australia
|
|
Distribution
|
|
Leased
|
Jiading, China
|
|
Seats and Wire Harness / Product Design and Development
|
|
Leased
|
Bangkok, Thailand
|
|
Seats
|
|
Leased
|
Brandys nad Orlici, Czech Republic
|
|
Seats
|
|
Owned
|
Liberec, Czech Republic
|
|
Wire Harness
|
|
Leased
|
Baska (State of Gujarat) India
|
|
Seats
|
|
Leased
|
Pune (State of Maharashtra), India
|
|
Seats / Product Design and Development
|
|
Leased
|
Dharwad (State of Karnataka), India
|
|
Seats
|
|
Leased
|
L’viv, Ukraine
|
|
Wire Harness
|
|
Leased
|
Item 3.
|
Legal Proceedings
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Item 4.
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Mine Safety Disclosures
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
Total Number of
Shares (or Units) Surrendered |
|
Average
Price Paid per Share (or Unit) |
|
Total Number
of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs |
|
Maximum Number
(or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs |
|||||
October 1, 2019 through October 31, 2019
|
130,141
|
|
|
$
|
7.52
|
|
|
—
|
|
|
—
|
|
Item 6.
|
Selected Financial Data
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
(as restated)
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Statements of Operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
901,238
|
|
|
$
|
897,737
|
|
|
$
|
755,231
|
|
|
$
|
662,112
|
|
|
$
|
825,341
|
|
Cost of revenues
|
796,101
|
|
|
772,817
|
|
|
664,360
|
|
|
575,409
|
|
|
714,986
|
|
|||||
Gross profit
|
105,137
|
|
|
124,920
|
|
|
90,871
|
|
|
86,703
|
|
|
110,355
|
|
|||||
Selling, general and administrative expenses
|
62,549
|
|
|
60,679
|
|
|
59,547
|
|
|
60,482
|
|
|
71,321
|
|
|||||
Amortization expense
|
1,952
|
|
|
1,300
|
|
|
1,320
|
|
|
1,305
|
|
|
1,327
|
|
|||||
Operating income
|
40,636
|
|
|
62,941
|
|
|
30,004
|
|
|
24,916
|
|
|
37,707
|
|
|||||
Other (expense) income
|
(2,225
|
)
|
|
1,311
|
|
|
1,943
|
|
|
1,236
|
|
|
471
|
|
|||||
Interest expense
|
16,855
|
|
|
14,676
|
|
|
19,149
|
|
|
19,318
|
|
|
21,359
|
|
|||||
Income before provision for income taxes
|
21,556
|
|
|
49,576
|
|
|
12,798
|
|
|
6,834
|
|
|
16,819
|
|
|||||
Provision for income taxes
|
5,778
|
|
|
8,087
|
|
|
15,067
|
|
|
49
|
|
|
9,758
|
|
|||||
Net income (loss)
|
15,778
|
|
|
41,489
|
|
|
(2,269
|
)
|
|
6,785
|
|
|
7,061
|
|
|||||
Less: Non-controlling interest in subsidiary’s income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Net income (loss) attributable to CVG stockholders
|
$
|
15,778
|
|
|
$
|
41,489
|
|
|
$
|
(2,269
|
)
|
|
$
|
6,785
|
|
|
$
|
7,060
|
|
Income (loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.52
|
|
|
$
|
1.37
|
|
|
$
|
(0.08
|
)
|
|
$
|
0.23
|
|
|
$
|
0.24
|
|
Diluted
|
$
|
0.51
|
|
|
$
|
1.36
|
|
|
$
|
(0.08
|
)
|
|
$
|
0.23
|
|
|
$
|
0.24
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
30,602
|
|
|
30,277
|
|
|
29,942
|
|
|
29,530
|
|
|
29,209
|
|
|||||
Diluted
|
30,823
|
|
|
30,587
|
|
|
29,942
|
|
|
29,878
|
|
|
29,399
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
(as restated)
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Balance Sheet Data (at end of each period):
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital (current assets less current liabilities)
|
$
|
149,365
|
|
|
$
|
176,571
|
|
|
$
|
149,546
|
|
|
$
|
202,693
|
|
|
$
|
193,424
|
|
Total assets
|
435,826
|
|
|
412,688
|
|
|
381,969
|
|
|
428,765
|
|
|
436,679
|
|
|||||
Total liabilities, excluding debt
|
150,754
|
|
|
139,334
|
|
|
142,697
|
|
|
127,921
|
|
|
133,112
|
|
|||||
Total debt, net of prepaid debt financing costs and discount
|
156,384
|
|
|
163,758
|
|
|
166,949
|
|
|
233,154
|
|
|
235,000
|
|
|||||
Total CVG stockholders’ equity
|
128,688
|
|
|
109,596
|
|
|
72,323
|
|
|
67,690
|
|
|
65,930
|
|
|||||
Total stockholders’ equity
|
128,688
|
|
|
109,596
|
|
|
72,323
|
|
|
67,690
|
|
|
65,930
|
|
|||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
36,746
|
|
|
$
|
40,992
|
|
|
$
|
2,257
|
|
|
$
|
49,365
|
|
|
$
|
55,299
|
|
Investing activities
|
(57,979
|
)
|
|
(14,101
|
)
|
|
(10,776
|
)
|
|
(8,903
|
)
|
|
(14,506
|
)
|
|||||
Financing activities
|
(10,113
|
)
|
|
(5,835
|
)
|
|
(72,848
|
)
|
|
(714
|
)
|
|
(16,008
|
)
|
|||||
Depreciation and amortization
|
15,561
|
|
|
15,418
|
|
|
15,344
|
|
|
16,451
|
|
|
17,710
|
|
|||||
Capital expenditures
|
24,117
|
|
|
14,550
|
|
|
13,567
|
|
|
11,917
|
|
|
15,590
|
|
|||||
North American Class 8 Production (units) 1
|
342
|
|
|
324
|
|
|
256
|
|
|
228
|
|
|
323
|
|
|||||
North America Class 5-7 Production (units) 1
|
281
|
|
|
273
|
|
|
249
|
|
|
233
|
|
|
237
|
|
(1)
|
Source: ACT (February 2020)
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
2019
|
|
2018
(as restated) |
|
Dollar Change
|
|
% Change
|
|||||||
Revenues
|
$
|
901,238
|
|
|
$
|
897,737
|
|
|
$
|
3,501
|
|
|
0.4
|
%
|
Gross profit
|
105,137
|
|
|
124,920
|
|
|
(19,783
|
)
|
|
(15.8
|
)
|
|||
Selling, general and administrative expenses
|
62,549
|
|
|
60,679
|
|
|
1,870
|
|
|
3.1
|
|
|||
Other (income) expense
|
(2,225
|
)
|
|
1,311
|
|
|
(3,536
|
)
|
|
(269.7
|
)
|
|||
Interest expense
|
16,855
|
|
|
14,676
|
|
|
2,179
|
|
|
14.8
|
|
|||
Provision for income taxes
|
5,778
|
|
|
8,087
|
|
|
(2,309
|
)
|
|
(28.6
|
)
|
|||
Net income
|
15,778
|
|
|
41,489
|
|
|
(25,711
|
)
|
|
(62.0
|
)
|
•
|
a $26.8 million, or 7%, increase in OEM North American MD/HD Truck revenues;
|
•
|
a $10.3 million, or 54%, increase in military revenues primarily attributable to the acquisition of FSE;
|
•
|
a $20.3 million, or 11%, decrease in construction equipment revenues;
|
•
|
a $8.3 million, or 6%, decrease in aftermarket revenues; and
|
•
|
a $5.0 million, or 4%, decrease in other revenues.
|
|
2019
|
|
2018
(as restated) |
|
Dollar Change
|
|
% Change
|
|||||||
Revenues
|
$
|
530,901
|
|
|
$
|
512,754
|
|
|
$
|
18,147
|
|
|
3.5
|
%
|
Gross profit
|
60,008
|
|
|
71,104
|
|
|
(11,096
|
)
|
|
(15.6
|
)
|
|||
Selling, general & administrative expenses
|
15,815
|
|
|
15,390
|
|
|
425
|
|
|
2.8
|
|
|||
Operating income
|
42,778
|
|
|
54,967
|
|
|
(12,189
|
)
|
|
(22.2
|
)
|
•
|
a $18.6 million, or 7%, increase in OEM North American MD/HD Truck revenues;
|
•
|
a $10.2 million, or 55%, increase in military revenues primarily attributable to the FSE acquisition;
|
•
|
a $2.0 million, or 2%, decrease in OEM construction equipment revenues; and
|
•
|
a $8.7 million, or 6%, decrease in other revenue.
|
|
2019
|
|
2018
(as restated) |
|
Dollar Change
|
|
% Change
|
|||||||
Revenues
|
$
|
381,548
|
|
|
$
|
397,501
|
|
|
$
|
(15,953
|
)
|
|
(4.0
|
)%
|
Gross profit
|
45,201
|
|
|
54,231
|
|
|
(9,030
|
)
|
|
(16.7
|
)
|
|||
Selling, general & administrative expenses
|
20,429
|
|
|
22,433
|
|
|
(2,004
|
)
|
|
(8.9
|
)
|
|||
Operating income
|
24,235
|
|
|
31,245
|
|
|
(7,010
|
)
|
|
(22.4
|
)
|
•
|
a $8.2 million, or 5%, increase in OEM North American MD/HD Truck revenues;
|
•
|
a $18.3 million, or 19%, decrease in OEM construction equipment revenues;
|
•
|
a $5.4 million, or 6%, decrease in aftermarket revenues; and
|
•
|
a $0.4 million, or 1%, decrease in other revenues.
|
|
2018
(as restated) |
|
2017
|
|
Dollar Change
|
|
% Change
|
|||||||
Revenues
|
$
|
897,737
|
|
|
$
|
755,231
|
|
|
$
|
142,506
|
|
|
18.9
|
%
|
Gross profit
|
124,920
|
|
|
90,871
|
|
|
34,049
|
|
|
37.5
|
|
|||
Selling, general & administrative expenses
|
60,679
|
|
|
59,547
|
|
|
1,132
|
|
|
1.9
|
|
|||
Interest expense
|
14,676
|
|
|
19,149
|
|
|
(4,473
|
)
|
|
(23.4
|
)
|
|||
Provision for income taxes
|
8,087
|
|
|
15,067
|
|
|
(6,980
|
)
|
|
(46.3
|
)
|
|||
Net (loss) income
|
41,489
|
|
|
(2,269
|
)
|
|
43,758
|
|
|
(1,928.5
|
)
|
•
|
a $106.4 million, or 33%, increase in OEM North American MD/HD Truck revenues;
|
•
|
a $24.9 million, or 15%, increase in construction equipment revenues;
|
•
|
a $17.2 million, or 14%, increase in aftermarket revenues; and
|
•
|
a $6.0 million, or 4%, decrease in other revenues.
|
|
2018
(as restated) |
|
2017
|
|
Dollar Change
|
|
% Change
|
||||||
Revenues
|
$
|
512,754
|
|
|
$
|
434,398
|
|
|
$78,356
|
|
18.0
|
%
|
|
Gross profit
|
71,104
|
|
|
51,017
|
|
|
20,087
|
|
|
39.4
|
|
||
Selling, general & administrative expenses
|
15,390
|
|
|
15,757
|
|
|
(367
|
)
|
|
(2.3
|
)
|
||
Operating income
|
54,967
|
|
|
34,514
|
|
|
20,453
|
|
|
59.3
|
|
•
|
a $63.0 million, or 33%, increase in OEM North American MD/HD Truck revenues;
|
•
|
a $11.0 million, or 13%, increase in OEM construction equipment revenues;
|
•
|
a $10.0 million, or 23%, increase in aftermarket revenues;
|
•
|
a $3.6 million, or 4%, increase in other revenue; and
|
•
|
a $9.2 million, or 41%, decrease in OEM recreational and specialty revenues.
|
|
2018
(as restated) |
|
2017
|
|
Dollar Change
|
|
% Change
|
||||||
Revenues
|
$
|
397,501
|
|
|
$
|
329,516
|
|
|
$67,985
|
|
20.6
|
%
|
|
Gross profit
|
54,231
|
|
|
40,722
|
|
|
13,509
|
|
|
33.2
|
|
||
Selling, general & administrative expenses
|
22,433
|
|
|
21,585
|
|
|
848
|
|
|
3.9
|
|
||
Operating income
|
31,245
|
|
|
18,563
|
|
|
12,682
|
|
|
68.3
|
|
•
|
a $43.4 million, or 34%, increase in OEM North American MD/HD Truck revenues;
|
•
|
a $13.9 million, or 17%, increase in OEM construction equipment revenues;
|
•
|
a $7.2 million, or 9%, increase in aftermarket revenues; and
|
•
|
a $3.5 million, or 9%, increase in revenues other revenues.
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
1 Year |
|
2-3 Years
|
|
4-5 Years
|
|
More than
5 Years |
||||||||||
Debt obligations
|
$
|
159,913
|
|
|
$
|
4,375
|
|
|
$
|
8,750
|
|
|
$
|
146,788
|
|
|
$
|
—
|
|
Estimated interest payments
|
39,782
|
|
|
12,549
|
|
|
23,960
|
|
|
3,273
|
|
|
—
|
|
|||||
Leasing obligations
|
46,435
|
|
|
10,701
|
|
|
19,486
|
|
|
9,413
|
|
|
6,835
|
|
|||||
Non-U.S. pension funding
|
23,019
|
|
|
1,964
|
|
|
3,858
|
|
|
4,040
|
|
|
13,157
|
|
|||||
Total
|
$
|
269,149
|
|
|
$
|
29,589
|
|
|
$
|
56,054
|
|
|
$
|
163,514
|
|
|
$
|
19,992
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
|
|
Page
|
|
2019
|
|
2018 (as restated)
|
|||||
ASSETS
|
(in thousands, except share and per share amounts)
|
|||||||
Current Assets:
|
|
|
|
|||||
Cash
|
$
|
39,511
|
|
|
$
|
70,913
|
|
|
Accounts receivable, net of allowances of $4,634 and $5,139, respectively
|
115,099
|
|
|
133,935
|
|
|||
Inventories
|
82,872
|
|
|
92,359
|
|
|||
Other current assets
|
18,490
|
|
|
12,080
|
|
|||
Total current assets
|
255,972
|
|
|
309,287
|
|
|||
Property, Plant and Equipment:
|
|
|
|
|||||
Land and buildings
|
29,153
|
|
|
26,240
|
|
|||
Machinery and equipment
|
186,511
|
|
|
173,771
|
|
|||
Construction in progress
|
12,961
|
|
|
6,650
|
|
|||
Less accumulated depreciation
|
(154,939
|
)
|
|
(142,560
|
)
|
|||
Property, plant and equipment, net
|
73,686
|
|
|
64,101
|
|
|||
Operating lease right-of-use asset, net
|
34,960
|
|
|
—
|
|
|||
Goodwill
|
27,816
|
|
|
7,576
|
|
|||
Intangible assets, net of accumulated amortization of $11,440 and $9,568, respectively
|
25,258
|
|
|
12,800
|
|
|||
Deferred income taxes, net
|
14,654
|
|
|
16,341
|
|
|||
Other assets
|
3,480
|
|
|
2,583
|
|
|||
TOTAL ASSETS
|
$
|
435,826
|
|
|
$
|
412,688
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|||||
Current Liabilities:
|
|
|
|
|||||
Accounts payable
|
$
|
63,058
|
|
|
$
|
86,645
|
|
|
Current operating lease liabilities
|
7,620
|
|
|
—
|
|
|||
Accrued liabilities and other
|
32,673
|
|
|
36,969
|
|
|||
Current portion of long-term debt
|
3,256
|
|
|
9,102
|
|
|||
Total current liabilities
|
106,607
|
|
|
132,716
|
|
|||
Long-term debt
|
153,128
|
|
|
154,656
|
|
|||
Long-term operating lease liabilities
|
29,414
|
|
|
—
|
|
|||
Pension and other post-retirement liabilities
|
10,666
|
|
|
12,065
|
|
|||
Other long-term liabilities
|
7,323
|
|
|
3,655
|
|
|||
Total liabilities
|
307,138
|
|
|
303,092
|
|
|||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
|||
Stockholders’ Equity:
|
|
|
|
|||||
Preferred stock, $.01 par value (5,000,000 shares authorized; no shares issued and outstanding)
|
—
|
|
|
—
|
|
|||
Common stock, $.01 par value (60,000,000 shares authorized; 30,801,255 and 30,512,843 shares issued and outstanding, respectively)
|
323
|
|
|
318
|
|
|||
Treasury stock, at cost: 1,464,392 and 1,334,251 shares, respectively
|
(11,230
|
)
|
|
(10,245
|
)
|
|||
Additional paid-in capital
|
245,852
|
|
|
243,007
|
|
|||
Retained deficit
|
(60,307
|
)
|
|
(76,013
|
)
|
|||
Accumulated other comprehensive loss
|
(45,950
|
)
|
|
(47,471
|
)
|
|||
Total stockholders’ equity
|
128,688
|
|
|
109,596
|
|
|||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
435,826
|
|
|
$
|
412,688
|
|
|
2019
|
|
2018
(as restated) |
|
2017
|
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Revenues
|
$
|
901,238
|
|
|
$
|
897,737
|
|
|
$
|
755,231
|
|
Cost of revenues
|
796,101
|
|
|
772,817
|
|
|
664,360
|
|
|||
Gross Profit
|
105,137
|
|
|
124,920
|
|
|
90,871
|
|
|||
Selling, general and administrative expenses
|
62,549
|
|
|
60,679
|
|
|
59,547
|
|
|||
Amortization expense
|
1,952
|
|
|
1,300
|
|
|
1,320
|
|
|||
Operating Income
|
40,636
|
|
|
62,941
|
|
|
30,004
|
|
|||
Other (expense) income
|
(2,225
|
)
|
|
1,311
|
|
|
1,943
|
|
|||
Interest expense
|
16,855
|
|
|
14,676
|
|
|
19,149
|
|
|||
Income Before Provision for Income Taxes
|
21,556
|
|
|
49,576
|
|
|
12,798
|
|
|||
Provision for income taxes
|
5,778
|
|
|
8,087
|
|
|
15,067
|
|
|||
Net income (loss)
|
$
|
15,778
|
|
|
$
|
41,489
|
|
|
$
|
(2,269
|
)
|
Earnings (loss) per common share
|
|
|
|
|
|
||||||
Basic
|
$
|
0.52
|
|
|
$
|
1.37
|
|
|
$
|
(0.08
|
)
|
Diluted
|
$
|
0.51
|
|
|
$
|
1.36
|
|
|
$
|
(0.08
|
)
|
Weighted average shares outstanding
|
|
|
|
|
|
||||||
Basic
|
30,602
|
|
|
30,277
|
|
|
29,942
|
|
|||
Diluted
|
30,823
|
|
|
30,587
|
|
|
29,942
|
|
|
|
2019
|
|
2018 (as restated)
|
|
2017
|
||||||
|
|
(In thousands)
|
||||||||||
Net income (loss)
|
|
$
|
15,778
|
|
|
$
|
41,489
|
|
|
$
|
(2,269
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(1,185
|
)
|
|
(5,675
|
)
|
|
7,141
|
|
|||
Minimum pension liability, net of tax
|
|
2,738
|
|
|
(1,057
|
)
|
|
469
|
|
|||
Derivative instrument
|
|
(32
|
)
|
|
496
|
|
|
—
|
|
|||
Other comprehensive income (loss)
|
|
1,521
|
|
|
(6,236
|
)
|
|
7,610
|
|
|||
Comprehensive income
|
|
$
|
17,299
|
|
|
$
|
35,253
|
|
|
$
|
5,341
|
|
|
Common Stock
|
|
Treasury
Stock |
|
Additional
Paid-In Capital |
|
Retained
Deficit |
|
Accum.
Other Comp. Loss |
|
Total CVG
Stockholders’ Equity |
|||||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||
|
(In thousands, except share data )
|
|||||||||||||||||||||||||
BALANCE - December 31, 2016
|
29,871,354
|
|
|
$
|
299
|
|
|
$
|
(7,753
|
)
|
|
$
|
237,367
|
|
|
$
|
(115,233
|
)
|
|
$
|
(48,845
|
)
|
|
$
|
65,835
|
|
Issuance of restricted stock
|
509,306
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||
Surrender of common stock by employees
|
(161,382
|
)
|
|
—
|
|
|
(1,361
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,361
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
2,503
|
|
|
—
|
|
|
—
|
|
|
2,503
|
|
||||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,269
|
)
|
|
7,610
|
|
|
5,341
|
|
||||||
BALANCE - December 31, 2017
|
30,219,278
|
|
|
$
|
304
|
|
|
$
|
(9,114
|
)
|
|
$
|
239,870
|
|
|
$
|
(117,502
|
)
|
|
$
|
(41,235
|
)
|
|
$
|
72,323
|
|
Issuance of restricted stock
|
452,021
|
|
|
14
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||||
Surrender of common stock by employees
|
(158,456
|
)
|
|
—
|
|
|
(1,131
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,131
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
3,137
|
|
|
—
|
|
|
—
|
|
|
3,137
|
|
||||||
Total comprehensive income (as restated)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,489
|
|
|
(6,236
|
)
|
|
35,253
|
|
||||||
BALANCE - December 31, 2018 (as restated)
|
30,512,843
|
|
|
$
|
318
|
|
|
$
|
(10,245
|
)
|
|
$
|
243,007
|
|
|
$
|
(76,013
|
)
|
|
$
|
(47,471
|
)
|
|
$
|
109,596
|
|
Issuance of restricted stock
|
418,553
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||
Surrender of common stock by employees
|
(130,141
|
)
|
|
—
|
|
|
(985
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(985
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
2,845
|
|
|
—
|
|
|
—
|
|
|
2,845
|
|
||||||
Cumulative effect of adoption of Topic 842
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
|
(72
|
)
|
||||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,778
|
|
|
1,521
|
|
|
17,299
|
|
||||||
BALANCE - December 31, 2019
|
30,801,255
|
|
|
$
|
323
|
|
|
$
|
(11,230
|
)
|
|
$
|
245,852
|
|
|
$
|
(60,307
|
)
|
|
$
|
(45,950
|
)
|
|
$
|
128,688
|
|
|
2019
|
|
2018 (as restated)
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
15,778
|
|
|
$
|
41,489
|
|
|
$
|
(2,269
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
15,514
|
|
|
15,270
|
|
|
15,196
|
|
|||
Provision for doubtful accounts
|
6,861
|
|
|
7,607
|
|
|
5,622
|
|
|||
Noncash amortization of debt financing costs
|
1,393
|
|
|
1,404
|
|
|
1,251
|
|
|||
Shared-based compensation expense
|
2,843
|
|
|
3,137
|
|
|
2,503
|
|
|||
Deferred income taxes
|
1,562
|
|
|
5,031
|
|
|
7,709
|
|
|||
Noncash loss (gain) on forward exchange contracts
|
1,972
|
|
|
(1,468
|
)
|
|
(726
|
)
|
|||
Change in other operating items:
|
|
|
|
|
|
||||||
Accounts receivable
|
11,954
|
|
|
(34,987
|
)
|
|
(13,792
|
)
|
|||
Inventories
|
9,495
|
|
|
4,836
|
|
|
(25,104
|
)
|
|||
Prepaid expenses
|
(1,793
|
)
|
|
(2,292
|
)
|
|
179
|
|
|||
Accounts payable
|
(24,261
|
)
|
|
1,451
|
|
|
23,250
|
|
|||
Accrued liabilities
|
(3,525
|
)
|
|
2,631
|
|
|
(12,284
|
)
|
|||
Other operating activities, net
|
(1,047
|
)
|
|
(3,117
|
)
|
|
722
|
|
|||
Net cash provided by operating activities
|
36,746
|
|
|
40,992
|
|
|
2,257
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(24,002
|
)
|
|
(14,150
|
)
|
|
(13,458
|
)
|
|||
Proceeds from disposal/sale of property, plant and equipment
|
23
|
|
|
49
|
|
|
2,682
|
|
|||
Payments for acquisition of business
|
(34,000
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(57,979
|
)
|
|
(14,101
|
)
|
|
(10,776
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Borrowings of Revolving Credit Facility
|
35,700
|
|
|
80,500
|
|
|
—
|
|
|||
Repayment of Revolving Credit Facility
|
(35,700
|
)
|
|
(80,500
|
)
|
|
—
|
|
|||
Borrowings of Term Loan Facility
|
—
|
|
|
—
|
|
|
175,000
|
|
|||
Repayment of Term Loan Facility
|
(8,525
|
)
|
|
(4,375
|
)
|
|
(2,188
|
)
|
|||
Surrender of common stock by employees
|
(985
|
)
|
|
(1,131
|
)
|
|
(1,361
|
)
|
|||
Redemption of Notes
|
—
|
|
|
—
|
|
|
(235,000
|
)
|
|||
Prepayment charge for redemption of Notes
|
—
|
|
|
—
|
|
|
(1,543
|
)
|
|||
Payment of Term Loan Facility discount
|
—
|
|
|
—
|
|
|
(3,500
|
)
|
|||
Payment of debt issuance costs
|
(160
|
)
|
|
—
|
|
|
(4,256
|
)
|
|||
Other financing activities, net
|
(443
|
)
|
|
(329
|
)
|
|
—
|
|
|||
Net cash used in financing activities
|
(10,113
|
)
|
|
(5,835
|
)
|
|
(72,848
|
)
|
|||
EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH
|
(56
|
)
|
|
(2,387
|
)
|
|
3,451
|
|
|||
NET INCREASE (DECREASE) IN CASH
|
(31,402
|
)
|
|
18,669
|
|
|
(77,916
|
)
|
|||
CASH:
|
|
|
|
|
|
||||||
Beginning of period
|
70,913
|
|
|
52,244
|
|
|
130,160
|
|
|||
End of period
|
$
|
39,511
|
|
|
$
|
70,913
|
|
|
$
|
52,244
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
13,873
|
|
|
$
|
14,046
|
|
|
$
|
18,572
|
|
Cash paid for income taxes, net
|
$
|
8,774
|
|
|
$
|
3,143
|
|
|
$
|
3,276
|
|
Unpaid purchases of property and equipment included in accounts payable
|
$
|
624
|
|
|
$
|
509
|
|
|
$
|
109
|
|
1.
|
Significant Accounting Policies
|
Buildings and improvements
|
15 to 40 years
|
Machinery and equipment
|
3 to 20 years
|
Tools and dies
|
3 to 7 years
|
Computer hardware and software
|
3 to 5 years
|
|
December 31, 2016
|
||||||
|
Retained deficit
|
|
Total Stockholders' Equity
|
||||
As previously reported
|
$
|
(113,378
|
)
|
|
$
|
67,690
|
|
Cumulative adjustments
|
(1,855
|
)
|
|
(1,855
|
)
|
||
As adjusted
|
$
|
(115,233
|
)
|
|
$
|
65,835
|
|
|
For the years ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Income before income taxes - as previously reported
|
$
|
53,508
|
|
|
$
|
13,645
|
|
Restatement adjustments
|
(4,080
|
)
|
|
—
|
|
||
Error corrections
|
148
|
|
|
(847
|
)
|
||
Income before income taxes - as restated / adjusted
|
$
|
49,576
|
|
|
$
|
12,798
|
|
|
|
|
|
||||
Net income (loss) - as previously reported
|
$
|
44,512
|
|
|
$
|
(1,705
|
)
|
Restatement adjustments
|
(3,135
|
)
|
|
—
|
|
||
Error corrections
|
112
|
|
|
(564
|
)
|
||
Net income (loss) - as restated / adjusted
|
$
|
41,489
|
|
|
$
|
(2,269
|
)
|
|
As of December 31, 2018
|
|
Restatement References
|
||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
|||||||
ASSETS
|
|
|
|
|
|
|
|
||||||
Current Assets:
|
|
|
|
|
|
|
|
||||||
Cash
|
$
|
70,913
|
|
|
$
|
—
|
|
|
$
|
70,913
|
|
|
|
Accounts receivable, net of allowances of $5,139
|
134,624
|
|
|
(689
|
)
|
|
133,935
|
|
|
a
|
|||
Inventories
|
92,359
|
|
|
—
|
|
|
92,359
|
|
|
|
|||
Other current assets
|
16,828
|
|
|
(4,748
|
)
|
|
12,080
|
|
|
a
|
|||
Total current assets
|
314,724
|
|
|
(5,437
|
)
|
|
309,287
|
|
|
|
|||
Property, Plant and Equipment:
|
|
|
|
|
|
|
|
||||||
Land and buildings
|
26,240
|
|
|
—
|
|
|
26,240
|
|
|
|
|||
Machinery and equipment
|
175,990
|
|
|
(2,219
|
)
|
|
173,771
|
|
|
b
|
|||
Construction in progress
|
6,650
|
|
|
—
|
|
|
6,650
|
|
|
|
|||
Less accumulated depreciation
|
(143,781
|
)
|
|
1,221
|
|
|
(142,560
|
)
|
|
b
|
|||
Property, plant and equipment, net
|
65,099
|
|
|
(998
|
)
|
|
64,101
|
|
|
|
|||
Goodwill
|
7,576
|
|
|
—
|
|
|
7,576
|
|
|
|
|||
Intangible assets, net of accumulated amortization of of $9,568
|
12,800
|
|
|
—
|
|
|
12,800
|
|
|
|
|||
Deferred income taxes, net
|
15,348
|
|
|
993
|
|
|
16,341
|
|
|
a, b
|
|||
Other assets
|
2,583
|
|
|
—
|
|
|
2,583
|
|
|
|
|||
TOTAL ASSETS
|
$
|
418,130
|
|
|
$
|
(5,442
|
)
|
|
$
|
412,688
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
||||||
Current Liabilities:
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
86,645
|
|
|
$
|
—
|
|
|
$
|
86,645
|
|
|
|
Accrued liabilities and other
|
36,969
|
|
|
—
|
|
|
36,969
|
|
|
|
|||
Current portion of long-term debt
|
9,102
|
|
|
—
|
|
|
9,102
|
|
|
|
|||
Total current liabilities
|
132,716
|
|
|
—
|
|
|
132,716
|
|
|
|
|||
Long-term debt
|
154,656
|
|
|
—
|
|
|
154,656
|
|
|
|
|||
Pension and other post-retirement liabilities
|
12,065
|
|
|
—
|
|
|
12,065
|
|
|
|
|||
Other long-term liabilities
|
3,655
|
|
|
—
|
|
|
3,655
|
|
|
|
|||
Total liabilities
|
303,092
|
|
|
—
|
|
|
303,092
|
|
|
|
|||
Stockholders’ Equity:
|
|
|
|
|
|
|
|
||||||
Preferred stock, $.01 par value (5,000,000 shares authorized; no shares issued and outstanding)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||
Common stock, $.01 par value (60,000,000 shares authorized; 30,512,843 shares issued and outstanding)
|
318
|
|
|
—
|
|
|
318
|
|
|
|
|||
Treasury stock, at cost: 1,334,251 shares
|
(10,245
|
)
|
|
—
|
|
|
(10,245
|
)
|
|
|
|||
Additional paid-in capital
|
243,007
|
|
|
—
|
|
|
243,007
|
|
|
|
|||
Retained deficit
|
(70,571
|
)
|
|
(5,442
|
)
|
|
(76,013
|
)
|
|
a, b
|
|||
Accumulated other comprehensive loss
|
(47,471
|
)
|
|
—
|
|
|
(47,471
|
)
|
|
|
|||
Total CVG stockholders’ equity
|
115,038
|
|
|
(5,442
|
)
|
|
109,596
|
|
|
|
|||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
418,130
|
|
|
$
|
(5,442
|
)
|
|
$
|
412,688
|
|
|
|
|
For the Year Ended December 31, 2018
|
|
For the Year Ended December 31, 2017
|
|
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Adjustments
|
|
As Adjusted
|
|
Restatement References
|
||||||||||||
Revenues
|
$
|
897,737
|
|
|
$
|
—
|
|
|
$
|
897,737
|
|
|
$
|
755,231
|
|
|
$
|
—
|
|
|
$
|
755,231
|
|
|
|
Cost of revenues
|
768,885
|
|
|
3,932
|
|
|
772,817
|
|
|
663,513
|
|
|
847
|
|
|
664,360
|
|
|
a, b
|
||||||
Gross profit
|
$
|
128,852
|
|
|
$
|
(3,932
|
)
|
|
$
|
124,920
|
|
|
$
|
91,718
|
|
|
$
|
(847
|
)
|
|
$
|
90,871
|
|
|
|
Selling, general and administrative expenses
|
60,679
|
|
|
—
|
|
|
60,679
|
|
|
59,547
|
|
|
—
|
|
|
59,547
|
|
|
|
||||||
Amortization expense
|
1,300
|
|
|
—
|
|
|
1,300
|
|
|
1,320
|
|
|
—
|
|
|
1,320
|
|
|
|
||||||
Operating income
|
$
|
66,873
|
|
|
$
|
(3,932
|
)
|
|
$
|
62,941
|
|
|
$
|
30,851
|
|
|
$
|
(847
|
)
|
|
$
|
30,004
|
|
|
|
Other expense
|
1,311
|
|
|
—
|
|
|
1,311
|
|
|
1,943
|
|
|
—
|
|
|
1,943
|
|
|
|
||||||
Interest expense
|
14,676
|
|
|
—
|
|
|
14,676
|
|
|
19,149
|
|
|
—
|
|
|
19,149
|
|
|
|
||||||
Income before provision for income taxes
|
$
|
53,508
|
|
|
$
|
(3,932
|
)
|
|
$
|
49,576
|
|
|
$
|
13,645
|
|
|
$
|
(847
|
)
|
|
$
|
12,798
|
|
|
a, b
|
Provision for income taxes
|
8,996
|
|
|
(909
|
)
|
|
8,087
|
|
|
15,350
|
|
|
(283
|
)
|
|
15,067
|
|
|
a, b
|
||||||
Net income (loss)
|
$
|
44,512
|
|
|
$
|
(3,023
|
)
|
|
$
|
41,489
|
|
|
$
|
(1,705
|
)
|
|
$
|
(564
|
)
|
|
$
|
(2,269
|
)
|
|
|
Earnings (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
$
|
1.47
|
|
|
$
|
(0.10
|
)
|
|
$
|
1.37
|
|
|
$
|
(0.06
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.08
|
)
|
|
|
Diluted
|
$
|
1.46
|
|
|
$
|
(0.10
|
)
|
|
$
|
1.36
|
|
|
$
|
(0.06
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.08
|
)
|
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
30,277
|
|
|
30,277
|
|
|
30,277
|
|
|
29,942
|
|
|
29,942
|
|
|
29,942
|
|
|
|
||||||
Diluted
|
30,587
|
|
|
30,587
|
|
|
30,587
|
|
|
29,942
|
|
|
29,942
|
|
|
29,942
|
|
|
|
|
For the Year Ended December 31, 2018
|
|
For the Year Ended December 31, 2017
|
|
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Adjustments
|
|
As Adjusted
|
|
Restatement References
|
||||||||||||
Net income (loss)
|
$
|
44,512
|
|
|
$
|
(3,023
|
)
|
|
$
|
41,489
|
|
|
$
|
(1,705
|
)
|
|
$
|
(564
|
)
|
|
$
|
(2,269
|
)
|
|
a, b
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
(5,675
|
)
|
|
—
|
|
|
(5,675
|
)
|
|
7,141
|
|
|
—
|
|
|
7,141
|
|
|
|
||||||
Minimum pension liability, net of tax
|
(1,057
|
)
|
|
—
|
|
|
(1,057
|
)
|
|
469
|
|
|
—
|
|
|
469
|
|
|
|
||||||
Derivative instrument
|
496
|
|
|
—
|
|
|
496
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||
Other comprehensive (loss) income
|
$
|
(6,236
|
)
|
|
$
|
—
|
|
|
$
|
(6,236
|
)
|
|
$
|
7,610
|
|
|
$
|
—
|
|
|
$
|
7,610
|
|
|
|
Comprehensive income (loss)
|
$
|
38,276
|
|
|
$
|
(3,023
|
)
|
|
$
|
35,253
|
|
|
$
|
5,905
|
|
|
$
|
(564
|
)
|
|
$
|
5,341
|
|
|
|
|
Common Stock
|
|
Treasury
Stock |
|
Additional
Paid-In Capital |
|
Retained
Deficit |
|
Accumulated Other Comprehensive Loss
|
|
Total CVG
Stockholders’ Equity |
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
|
|
|||||||||||||||||||||||||
BALANCE - December 31, 2016 (As Previously Reported)
|
29,871,354
|
|
|
$
|
299
|
|
|
$
|
(7,753
|
)
|
|
$
|
237,367
|
|
|
$
|
(113,378
|
)
|
|
$
|
(48,845
|
)
|
|
$
|
67,690
|
|
Cumulative adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,855
|
)
|
|
—
|
|
|
(1,855
|
)
|
||||||
BALANCE - December 31, 2016 (As Adjusted)
|
29,871,354
|
|
|
$
|
299
|
|
|
$
|
(7,753
|
)
|
|
$
|
237,367
|
|
|
$
|
(115,233
|
)
|
|
$
|
(48,845
|
)
|
|
$
|
65,835
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
BALANCE - December 31, 2017 (As Previously Reported)
|
30,219,278
|
|
|
$
|
304
|
|
|
$
|
(9,114
|
)
|
|
$
|
239,870
|
|
|
$
|
(115,083
|
)
|
|
$
|
(41,235
|
)
|
|
$
|
74,742
|
|
Cumulative adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,419
|
)
|
|
—
|
|
|
(2,419
|
)
|
||||||
BALANCE - December 31, 2017 (As Adjusted)
|
30,219,278
|
|
|
$
|
304
|
|
|
$
|
(9,114
|
)
|
|
$
|
239,870
|
|
|
$
|
(117,502
|
)
|
|
$
|
(41,235
|
)
|
|
$
|
72,323
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
BALANCE - December 31, 2018 (As Previously Reported)
|
30,512,843
|
|
|
$
|
318
|
|
|
$
|
(10,245
|
)
|
|
$
|
243,007
|
|
|
$
|
(70,571
|
)
|
|
$
|
(47,471
|
)
|
|
$
|
115,038
|
|
Cumulative restatement adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,442
|
)
|
|
—
|
|
|
(5,442
|
)
|
||||||
BALANCE - December 31, 2018 (As Restated)
|
30,512,843
|
|
|
$
|
318
|
|
|
$
|
(10,245
|
)
|
|
$
|
243,007
|
|
|
$
|
(76,013
|
)
|
|
$
|
(47,471
|
)
|
|
$
|
109,596
|
|
|
For the Year Ended December 31, 2018
|
|
|
||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
44,512
|
|
|
$
|
(3,023
|
)
|
|
$
|
41,489
|
|
|
a, b
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
15,418
|
|
|
(148
|
)
|
|
15,270
|
|
|
b
|
|||
Provision for doubtful accounts
|
7,607
|
|
|
—
|
|
|
7,607
|
|
|
|
|||
Noncash amortization of debt financing costs
|
1,404
|
|
|
—
|
|
|
1,404
|
|
|
|
|||
Shared-based compensation expense
|
3,137
|
|
|
—
|
|
|
3,137
|
|
|
|
|||
Deferred income tax
|
5,940
|
|
|
(909
|
)
|
|
5,031
|
|
|
a, b
|
|||
Noncash (gain) loss on derivative contracts
|
(1,468
|
)
|
|
—
|
|
|
(1,468
|
)
|
|
|
|||
Change in other operating items:
|
|
|
|
|
|
|
|
||||||
Accounts receivable
|
(35,674
|
)
|
|
687
|
|
|
(34,987
|
)
|
|
a
|
|||
Inventories
|
4,836
|
|
|
—
|
|
|
4,836
|
|
|
|
|||
Prepaid expenses
|
(5,685
|
)
|
|
3,393
|
|
|
(2,292
|
)
|
|
a
|
|||
Accounts payable
|
1,451
|
|
|
—
|
|
|
1,451
|
|
|
|
|||
Accrued liabilities
|
2,631
|
|
|
—
|
|
|
2,631
|
|
|
|
|||
Other operating activities, net
|
(3,117
|
)
|
|
—
|
|
|
(3,117
|
)
|
|
|
|||
Net cash provided by operating activities
|
40,992
|
|
|
—
|
|
|
40,992
|
|
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(14,150
|
)
|
|
—
|
|
|
(14,150
|
)
|
|
|
|||
Proceeds from disposal/sale of property, plant and equipment
|
49
|
|
|
—
|
|
|
49
|
|
|
|
|||
Net cash used in investing activities
|
(14,101
|
)
|
|
—
|
|
|
(14,101
|
)
|
|
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Borrowings of Revolving Credit Facility
|
80,500
|
|
|
—
|
|
|
80,500
|
|
|
|
|||
Repayment of Revolving Credit Facility
|
(80,500
|
)
|
|
—
|
|
|
(80,500
|
)
|
|
|
|||
Repayment of Term Loan Facility principal
|
(4,375
|
)
|
|
—
|
|
|
(4,375
|
)
|
|
|
|||
Surrender of common stock by employees
|
(1,131
|
)
|
|
—
|
|
|
(1,131
|
)
|
|
|
|||
Other financing activities, net
|
(329
|
)
|
|
—
|
|
|
(329
|
)
|
|
|
|||
Net cash used in financing activities
|
(5,835
|
)
|
|
—
|
|
|
(5,835
|
)
|
|
|
|||
EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH
|
(2,387
|
)
|
|
—
|
|
|
(2,387
|
)
|
|
|
|||
NET (DECREASE) INCREASE IN CASH
|
18,669
|
|
|
—
|
|
|
18,669
|
|
|
|
|||
CASH:
|
|
|
|
|
|
|
|
||||||
Beginning of period
|
52,244
|
|
|
—
|
|
|
52,244
|
|
|
|
|||
End of period
|
$
|
70,913
|
|
|
$
|
—
|
|
|
$
|
70,913
|
|
|
|
|
|
|
|
|
|
|
|
||||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
14,046
|
|
|
$
|
—
|
|
|
$
|
14,046
|
|
|
|
Cash paid for income taxes, net
|
$
|
3,143
|
|
|
$
|
—
|
|
|
$
|
3,143
|
|
|
|
Unpaid purchases of property and equipment included in accounts payable
|
$
|
509
|
|
|
$
|
—
|
|
|
$
|
509
|
|
|
|
|
For the Year Ended December 31, 2017
|
|
|
||||||||||
|
As Previously Reported
|
|
Adjustments
|
|
As Adjusted
|
|
Restatement References
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(1,705
|
)
|
|
$
|
(564
|
)
|
|
$
|
(2,269
|
)
|
|
a, b
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
15,344
|
|
|
(148
|
)
|
|
15,196
|
|
|
b
|
|||
Provision for doubtful accounts
|
5,622
|
|
|
—
|
|
|
5,622
|
|
|
|
|||
Noncash amortization of debt financing costs
|
1,251
|
|
|
—
|
|
|
1,251
|
|
|
|
|||
Shared-based compensation expense
|
2,503
|
|
|
—
|
|
|
2,503
|
|
|
|
|||
(Gain) loss on sale of assets
|
(586
|
)
|
|
—
|
|
|
(586
|
)
|
|
|
|||
Deferred income tax
|
7,992
|
|
|
(283
|
)
|
|
7,709
|
|
|
a, b
|
|||
Noncash (gain) loss on derivative contracts
|
(726
|
)
|
|
—
|
|
|
(726
|
)
|
|
|
|||
Change in other operating items:
|
|
|
|
|
|
|
|
||||||
Accounts receivable
|
(13,794
|
)
|
|
2
|
|
|
(13,792
|
)
|
|
a
|
|||
Inventories
|
(25,104
|
)
|
|
—
|
|
|
(25,104
|
)
|
|
|
|||
Prepaid expenses
|
(814
|
)
|
|
993
|
|
|
179
|
|
|
a
|
|||
Accounts payable
|
23,250
|
|
|
—
|
|
|
23,250
|
|
|
|
|||
Accrued liabilities
|
(12,284
|
)
|
|
—
|
|
|
(12,284
|
)
|
|
|
|||
Other operating activities, net
|
1,308
|
|
|
—
|
|
|
1,308
|
|
|
|
|||
Net cash provided by operating activities
|
2,257
|
|
|
—
|
|
|
2,257
|
|
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(13,458
|
)
|
|
—
|
|
|
(13,458
|
)
|
|
|
|||
Proceeds from disposal/sale of property, plant and equipment
|
2,682
|
|
|
—
|
|
|
2,682
|
|
|
|
|||
Net cash used in investing activities
|
(10,776
|
)
|
|
—
|
|
|
(10,776
|
)
|
|
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||
Borrowings of Term Loan Facility
|
175,000
|
|
|
—
|
|
|
175,000
|
|
|
|
|||
Repayment of Term Loan Facility principal
|
(2,188
|
)
|
|
—
|
|
|
(2,188
|
)
|
|
|
|||
Surrender of common stock by employees
|
(1,361
|
)
|
|
—
|
|
|
(1,361
|
)
|
|
|
|||
Redemption of Notes
|
(235,000
|
)
|
|
—
|
|
|
(235,000
|
)
|
|
|
|||
Prepayment charge for redemption of Notes
|
(1,543
|
)
|
|
—
|
|
|
(1,543
|
)
|
|
|
|||
Payment of Term Loan Facility discount
|
(3,500
|
)
|
|
—
|
|
|
(3,500
|
)
|
|
|
|||
Payment of debt issuance costs
|
(4,256
|
)
|
|
—
|
|
|
(4,256
|
)
|
|
|
|||
Net cash used in financing activities
|
(72,848
|
)
|
|
—
|
|
|
(72,848
|
)
|
|
|
|||
EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH
|
3,451
|
|
|
—
|
|
|
3,451
|
|
|
|
|||
NET (DECREASE) INCREASE IN CASH
|
(77,916
|
)
|
|
—
|
|
|
(77,916
|
)
|
|
|
|||
CASH:
|
|
|
|
|
|
|
|
||||||
Beginning of period
|
130,160
|
|
|
—
|
|
|
130,160
|
|
|
|
|||
End of period
|
$
|
52,244
|
|
|
$
|
—
|
|
|
$
|
52,244
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
18,572
|
|
|
$
|
—
|
|
|
$
|
18,572
|
|
|
|
Cash paid for income taxes, net
|
$
|
3,276
|
|
|
$
|
—
|
|
|
$
|
3,276
|
|
|
|
Unpaid purchases of property and equipment included in accounts payable
|
$
|
109
|
|
|
$
|
—
|
|
|
$
|
109
|
|
|
|
4.
|
Fair Value Measurement
|
|
|
2019
|
|
2018
|
||||||||||||||||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Derivative assets
|
Foreign exchange contract 1
|
$
|
464
|
|
|
$
|
—
|
|
|
$
|
464
|
|
|
$
|
—
|
|
|
$
|
496
|
|
|
$
|
—
|
|
|
$
|
496
|
|
|
$
|
—
|
|
Interest rate swap agreement 2
|
$
|
150
|
|
|
$
|
—
|
|
|
$
|
150
|
|
|
$
|
—
|
|
|
$
|
1,131
|
|
|
$
|
—
|
|
|
$
|
1,131
|
|
|
$
|
—
|
|
|
Derivative liabilities
|
Interest rate swap agreement 3
|
$
|
995
|
|
|
$
|
—
|
|
|
$
|
995
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Earnout liability
|
Contingent consideration 5
|
$
|
4,700
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,700
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative equity
|
Foreign exchange contract 4
|
$
|
464
|
|
|
$
|
—
|
|
|
$
|
464
|
|
|
$
|
—
|
|
|
$
|
496
|
|
|
$
|
—
|
|
|
$
|
496
|
|
|
$
|
—
|
|
1
|
Presented in the Consolidated Balance Sheets in other current assets and based on observable market transactions of spot and forward rates.
|
2
|
Presented in the Consolidated Balance Sheets in other assets and based on observable market transactions of forward rates.
|
3
|
Presented in the Consolidated Balance Sheets in accrued liabilities and other and based on observable market transactions of forward rates.
|
4
|
Presented in the Consolidated Balance Sheets in accumulated other comprehensive income (loss) and based on observable market transactions of forward rates.
|
5
|
Presented in the Consolidated Balance Sheets in accrued liabilities and other long term liabilities and based on a Monte Carlo valuation model.
|
|
2019
|
|
2018
|
||||||||||||
|
U.S. $
Equivalent |
|
U.S. $
Equivalent Fair Value |
|
U.S. $
Equivalent |
|
U.S. $
Equivalent Fair Value |
||||||||
Commitments to buy or sell currencies
|
$
|
22,474
|
|
|
$
|
22,939
|
|
|
$
|
22,371
|
|
|
$
|
22,867
|
|
|
|
|
2019
|
|
2018
|
||||
|
Location of Gain (Loss)
Recognized on Derivatives |
|
Amount of Gain (Loss)
Recognized on Derivatives |
||||||
Foreign exchange contracts
|
Cost of Revenues
|
|
$
|
4
|
|
|
$
|
607
|
|
Interest rate swap agreement
|
Interest and Other Expense
|
|
$
|
(1,818
|
)
|
|
$
|
785
|
|
|
2019
|
|
2018
|
||||||||||||
|
Carrying
Amount |
|
Fair Value
|
|
Carrying
Amount |
|
Fair Value
|
||||||||
Term loan and security agreement 1
|
$
|
156,384
|
|
|
$
|
157,983
|
|
|
$
|
163,758
|
|
|
$
|
161,759
|
|
1
|
Presented in the Consolidated Balance Sheets as the current portion of long-term debt (net of current prepaid debt financing costs of $0.5 million and current original issue discount of $0.6 million) of $3.3 million and long-term debt (net of long-term prepaid debt financing costs of $1.2 million and long-term original issue discount of $1.3 million) of $153.1 million.
|
Initial cash paid, net of working capital adjustment
|
$
|
34,000
|
|
Contingent consideration at fair value
|
4,700
|
|
|
Total consideration
|
$
|
38,700
|
|
Net assets at fair value
|
18,335
|
|
|
Excess of total consideration over net assets acquired
|
$
|
20,365
|
|
Accounts receivable
|
$
|
6,567
|
|
Inventories
|
3,140
|
|
|
Prepaid and other current assets
|
353
|
|
|
Property, plant and equipment
|
503
|
|
|
Other long-term assets
|
1,650
|
|
|
Definite-lived intangible assets
|
14,500
|
|
|
Goodwill
|
20,365
|
|
|
Accounts payable and accrued liabilities
|
(7,204
|
)
|
|
Other long-term liabilities
|
(1,174
|
)
|
|
Total consideration
|
$
|
38,700
|
|
|
|||||||
|
Twelve months ended December 31,
|
||||||
(unaudited)
|
2019
|
|
2018 (as restated)
|
||||
Revenue
|
$
|
936,766
|
|
|
$
|
935,596
|
|
Net income
|
$
|
18,324
|
|
|
$
|
44,139
|
|
Earnings per share attributable to common stockholders:
|
|
|
|
||||
Basic
|
$
|
0.60
|
|
|
$
|
1.46
|
|
Diluted
|
$
|
0.59
|
|
|
$
|
1.44
|
|
|
Twelve Months Ended December 31, 2019
|
||
|
|
||
Operating lease cost
|
$
|
7,279
|
|
Finance lease cost:
|
|
||
Amortization of right-of-use assets
|
341
|
|
|
Interest on lease liabilities
|
60
|
|
|
Total finance lease cost
|
$
|
401
|
|
Short-term lease cost 1
|
7,357
|
|
|
Total lease expense
|
$
|
15,037
|
|
|
Twelve Months Ended December 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
7,898
|
|
Financing cash flows from finance leases
|
$
|
443
|
|
|
Balance Sheet Location
|
|
December 31, 2019
|
||
Operating Leases
|
|
|
|
||
Right-of-use assets, net
|
Operating lease right-of-use assets, net 1
|
|
$
|
34,960
|
|
|
|
|
|
||
Current liabilities
|
Current operating lease liabilities
|
|
$
|
7,620
|
|
Non-current liabilities
|
Operating lease liabilities
|
|
29,414
|
|
|
Total operating lease liabilities
|
|
|
$
|
37,034
|
|
|
|
|
|
||
Finance Leases
|
|
|
|
||
Right-of-use assets
|
|
|
$
|
1,135
|
|
Accumulated depreciation
|
|
|
(343
|
)
|
|
Right-of-use assets, net
|
Other assets, net
|
|
$
|
792
|
|
|
|
|
|
||
Current liabilities
|
Accrued liabilities and other
|
|
$
|
354
|
|
Non-current liabilities
|
Other long-term liabilities
|
|
398
|
|
|
Total finance lease liabilities
|
|
|
$
|
752
|
|
|
|
|
|
||
Weighted Average Remaining Lease Term
|
|
|
|
||
Operating leases
|
|
|
5.0 years
|
|
|
Finance leases
|
|
|
2.8 years
|
|
|
Weighted Average Discount Rate
|
|
|
|
||
Operating leases
|
|
|
9.1
|
%
|
|
Finance leases
|
|
|
7.2
|
%
|
1
|
Includes $21.2 million for operating leases existing on January 1, 2019 and $18.6 million for operating leases that commenced or were renewed in the twelve months ended December 31, 2019, net of amortization of $4.8 million.
|
Year Ending December 31,
|
|
Operating
|
|
Financing
|
|
Total
|
||||||
2020
|
|
$
|
10,300
|
|
|
$
|
401
|
|
|
$
|
10,701
|
|
2021
|
|
9,902
|
|
|
249
|
|
|
10,151
|
|
|||
2022
|
|
9,211
|
|
|
124
|
|
|
9,335
|
|
|||
2023
|
|
5,214
|
|
|
54
|
|
|
5,268
|
|
|||
2024
|
|
4,132
|
|
|
13
|
|
|
4,145
|
|
|||
Thereafter
|
|
6,834
|
|
|
1
|
|
|
6,835
|
|
|||
Total lease payments
|
|
$
|
45,593
|
|
|
$
|
842
|
|
|
$
|
46,435
|
|
Less: Imputed interest
|
|
(8,559
|
)
|
|
(90
|
)
|
|
(8,649
|
)
|
|||
Present value of lease liabilities
|
|
$
|
37,034
|
|
|
$
|
752
|
|
|
$
|
37,786
|
|
Year Ending December 31,
|
|
||
2019
|
$
|
7,558
|
|
2020
|
$
|
6,492
|
|
2021
|
$
|
5,960
|
|
2022
|
$
|
5,286
|
|
2023
|
$
|
1,676
|
|
Thereafter
|
$
|
2,501
|
|
7.
|
Inventories
|
|
2019
|
|
2018
|
||||
Raw materials
|
$
|
57,742
|
|
|
$
|
66,965
|
|
Work in process
|
12,612
|
|
|
12,333
|
|
||
Finished goods
|
12,518
|
|
|
13,061
|
|
||
|
$
|
82,872
|
|
|
$
|
92,359
|
|
8.
|
Accrued and Other Liabilities
|
|
2019
|
|
2018
|
||||
Compensation and benefits
|
$
|
9,681
|
|
|
$
|
12,893
|
|
Insurance
|
3,110
|
|
|
2,485
|
|
||
Warranty costs
|
3,082
|
|
|
3,911
|
|
||
Taxes payable
|
2,513
|
|
|
5,272
|
|
||
Accrued freight
|
2,408
|
|
|
1,559
|
|
||
Restructuring
|
2,324
|
|
|
—
|
|
||
Legal and professional fees
|
2,115
|
|
|
1,710
|
|
||
Accrued services
|
912
|
|
|
1,106
|
|
||
Deferred tooling revenue
|
524
|
|
|
1,466
|
|
||
Other
|
6,004
|
|
|
6,567
|
|
||
|
$
|
32,673
|
|
|
$
|
36,969
|
|
|
2019
|
|
2018
|
||||
Term loan and security agreement 1, 2
|
$
|
156,384
|
|
|
$
|
163,758
|
|
1
|
Presented in the Consolidated Balance Sheets as current portion of long-term debt of $3.3 million, net of current prepaid debt financing costs of $0.5 million and current original issue discount of $0.6 million; and long-term debt of $153.1 million, net of long-term prepaid debt financing costs of $1.2 million and long-term original issue discount of $1.3 million as of December 31, 2019.
|
2
|
Presented in the Consolidated Balance Sheets as current portion of long-term debt of $9.1 million, net of current prepaid debt financing costs of $0.6 million, and current original issue discount of $0.6 million; and long-term debt of $154.7 million, net of long-term prepaid debt financing costs of $1.7 million and long-term original issue discount of $1.8 million as of December 31, 2018.
|
Level
|
|
Average Daily Availability
|
|
Tranche A
Base Rate Loans |
|
Tranche A
LIBOR Revolver Loans |
|
Tranche B
Base Rate Loans |
|
Tranche B
LIBOR Revolver Loans |
III
|
|
≥ $30,000,000
|
|
0.50%
|
|
1.50%
|
|
1.50%
|
|
2.50%
|
II
|
|
> $15,000,000 but < $30,000,000
|
|
0.75%
|
|
1.75%
|
|
1.75%
|
|
2.75%
|
I
|
|
≤ $15,000,000
|
|
1.00%
|
|
2.00%
|
|
2.00%
|
|
3.00%
|
|
December 31, 2019
|
||||||||||||
|
Weighted-
Average Amortization Period |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
||||||
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||
Trademarks/Tradenames
|
23 years
|
|
$
|
11,553
|
|
|
$
|
(4,276
|
)
|
|
$
|
7,277
|
|
Customer relationships
|
15 years
|
|
15,025
|
|
|
(6,574
|
)
|
|
8,451
|
|
|||
Technical know-how
|
5 years
|
|
9,790
|
|
|
(571
|
)
|
|
9,219
|
|
|||
Covenant not to compete
|
5 years
|
|
330
|
|
|
(19
|
)
|
|
311
|
|
|||
|
|
|
$
|
36,698
|
|
|
$
|
(11,440
|
)
|
|
$
|
25,258
|
|
|
December 31, 2018
|
||||||||||||
|
Weighted-
Average Amortization Period |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
||||||
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||
Trademarks/Tradenames
|
23 years
|
|
$
|
8,346
|
|
|
$
|
(3,888
|
)
|
|
$
|
4,458
|
|
Customer relationships
|
15 years
|
|
14,022
|
|
|
(5,680
|
)
|
|
8,342
|
|
|||
|
|
|
$
|
22,368
|
|
|
$
|
(9,568
|
)
|
|
$
|
12,800
|
|
|
2019
|
|
2018
|
||||
Balance - Beginning of the year
|
$
|
7,576
|
|
|
$
|
8,045
|
|
FSE Acquisition
|
20,365
|
|
|
—
|
|
||
Currency translation adjustment
|
(125
|
)
|
|
(469
|
)
|
||
Balance - End of the year
|
$
|
27,816
|
|
|
$
|
7,576
|
|
11.
|
Income Taxes
|
|
2019
|
|
2018
(as restated)
|
|
2017
|
||||||
Domestic 1
|
$
|
4,777
|
|
|
$
|
23,092
|
|
|
$
|
(2,940
|
)
|
Foreign
|
16,779
|
|
|
26,484
|
|
|
15,738
|
|
|||
Total
|
$
|
21,556
|
|
|
$
|
49,576
|
|
|
$
|
12,798
|
|
|
2019
|
|
2018
(as restated)
|
|
2017
|
||||||
Federal provision at statutory rate 1
|
$
|
4,527
|
|
|
$
|
10,411
|
|
|
$
|
4,480
|
|
U.S./Foreign tax rate differential
|
393
|
|
|
731
|
|
|
(919
|
)
|
|||
Foreign non-deductible expenses
|
2,059
|
|
|
(1,759
|
)
|
|
(2,006
|
)
|
|||
Foreign tax provision
|
793
|
|
|
1,253
|
|
|
615
|
|
|||
State taxes, net of federal benefit 1
|
308
|
|
|
619
|
|
|
49
|
|
|||
State tax rate change, net of federal benefit
|
(41
|
)
|
|
(32
|
)
|
|
(264
|
)
|
|||
Change in uncertain tax positions
|
15
|
|
|
84
|
|
|
119
|
|
|||
Change in valuation allowance
|
(2,054
|
)
|
|
597
|
|
|
2,475
|
|
|||
Tax credits
|
(2,652
|
)
|
|
(2,049
|
)
|
|
(152
|
)
|
|||
Share-based compensation
|
(14
|
)
|
|
(50
|
)
|
|
(657
|
)
|
|||
Change in U.S. corporate tax rate
|
—
|
|
|
—
|
|
|
7,277
|
|
|||
Repatriation of foreign earnings
|
1,235
|
|
|
(3,670
|
)
|
|
3,964
|
|
|||
GILTI, net of related foreign tax credit
|
730
|
|
|
1,194
|
|
|
—
|
|
|||
Other
|
479
|
|
|
758
|
|
|
86
|
|
|||
Provision for income taxes
|
$
|
5,778
|
|
|
$
|
8,087
|
|
|
$
|
15,067
|
|
|
2019
|
|
2018 (as restated)
|
|
2017
|
||||||||||||||||||||||||||||||
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
|
Current
|
|
Deferred
|
|
Total
|
||||||||||||||||||
Federal 1
|
$
|
(205
|
)
|
|
$
|
(336
|
)
|
|
$
|
(541
|
)
|
|
$
|
(3,432
|
)
|
|
$
|
4,426
|
|
|
$
|
994
|
|
|
$
|
2,954
|
|
|
$
|
7,446
|
|
|
$
|
10,400
|
|
State and local 1
|
214
|
|
|
883
|
|
|
1,097
|
|
|
123
|
|
|
87
|
|
|
210
|
|
|
362
|
|
|
(384
|
)
|
|
(22
|
)
|
|||||||||
Foreign
|
4,207
|
|
|
1,015
|
|
|
5,222
|
|
|
6,365
|
|
|
518
|
|
|
6,883
|
|
|
4,042
|
|
|
647
|
|
|
4,689
|
|
|||||||||
Total
|
$
|
4,216
|
|
|
$
|
1,562
|
|
|
$
|
5,778
|
|
|
$
|
3,056
|
|
|
$
|
5,031
|
|
|
$
|
8,087
|
|
|
$
|
7,358
|
|
|
$
|
7,709
|
|
|
$
|
15,067
|
|
|
2019
|
|
2018
(as restated)
|
||||
Noncurrent deferred tax assets: 1
|
|
|
|
||||
Amortization and fixed assets
|
$
|
1,457
|
|
|
$
|
1,992
|
|
Accounts receivable
|
129
|
|
|
166
|
|
||
Inventories
|
2,032
|
|
|
2,226
|
|
||
Pension obligations
|
2,134
|
|
|
2,375
|
|
||
Warranty obligations
|
741
|
|
|
827
|
|
||
Accrued benefits
|
369
|
|
|
382
|
|
||
Foreign exchange contracts
|
91
|
|
|
(367
|
)
|
||
Restricted stock
|
126
|
|
|
106
|
|
||
Operating leases
|
165
|
|
|
—
|
|
||
Tax credit carryforwards
|
3,843
|
|
|
3,537
|
|
||
Net operating loss carryforwards
|
12,657
|
|
|
16,817
|
|
||
Other temporary differences not currently available for tax purposes
|
2,902
|
|
|
2,945
|
|
||
Total noncurrent deferred tax assets
|
$
|
26,646
|
|
|
$
|
31,006
|
|
Valuation allowance
|
(11,992
|
)
|
|
(14,665
|
)
|
||
Net noncurrent deferred tax assets
|
$
|
14,654
|
|
|
$
|
16,341
|
|
Noncurrent deferred tax liabilities:
|
|
|
|
||||
Amortization and fixed assets
|
$
|
(2,501
|
)
|
|
$
|
(2,960
|
)
|
Accounts receivable
|
72
|
|
|
54
|
|
||
Inventories
|
115
|
|
|
123
|
|
||
Warranty obligations
|
1
|
|
|
1
|
|
||
Accrued benefits
|
(111
|
)
|
|
67
|
|
||
Operating leases
|
27
|
|
|
—
|
|
||
Net operating loss carryforwards
|
1,517
|
|
|
2,272
|
|
||
Other temporary differences not currently available for tax purposes
|
(678
|
)
|
|
(351
|
)
|
||
Total noncurrent tax liabilities
|
(1,558
|
)
|
|
(794
|
)
|
||
Total net deferred tax asset
|
$
|
13,096
|
|
|
$
|
15,547
|
|
|
2019
|
|
2018
(as restated)
|
|
2017
|
||||||
Balance - Beginning of the year 1
|
$
|
894
|
|
|
$
|
811
|
|
|
$
|
1,098
|
|
Gross increase - tax positions in prior periods 1
|
70
|
|
|
66
|
|
|
70
|
|
|||
Gross decreases - tax positions in prior periods 1
|
(39
|
)
|
|
(14
|
)
|
|
(219
|
)
|
|||
Gross increases - current period tax positions 1
|
—
|
|
|
59
|
|
|
65
|
|
|||
Lapse of statute of limitations
|
(12
|
)
|
|
(12
|
)
|
|
(221
|
)
|
|||
Currency translation adjustment
|
(5
|
)
|
|
(16
|
)
|
|
18
|
|
|||
Balance - End of the year 1
|
$
|
908
|
|
|
$
|
894
|
|
|
$
|
811
|
|
12.
|
Segment Reporting and Geographic Locations
|
•
|
Electrical wire harnesses, control panels, electro-mechanical and cable assemblies primarily for the construction, agricultural, industrial, automotive, truck, mining, rail and military industries in North America, Europe and Asia-Pacific;
|
•
|
Trim systems and components ("Trim") primarily for the North America MD/HD Truck market;
|
•
|
Mirrors, wipers and controls primarily for the truck, bus, agriculture, construction, rail and military markets in North America and Europe;
|
•
|
Cab structures for the North American MD/HD Truck market; and
|
•
|
Aftermarket components in North America.
|
•
|
Seats and seating systems ("Seats") primarily to the MD/HD Truck, construction, agriculture and mining markets in North America, Asia-Pacific and Europe;
|
•
|
Office seating in Europe and Asia-Pacific; and
|
•
|
Aftermarket seats and components in North America, Europe and Asia-Pacific.
|
|
For the year ended December 31, 2019
|
||||||||||||||
|
Electrical Systems
|
|
Global Seating
|
|
Corporate/
Other |
|
Total
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
External revenues
|
$
|
522,484
|
|
|
$
|
378,754
|
|
|
$
|
—
|
|
|
$
|
901,238
|
|
Intersegment revenues
|
8,417
|
|
|
2,794
|
|
|
(11,211
|
)
|
|
—
|
|
||||
Total revenues
|
$
|
530,901
|
|
|
$
|
381,548
|
|
|
$
|
(11,211
|
)
|
|
$
|
901,238
|
|
Gross profit
|
$
|
60,008
|
|
|
$
|
45,201
|
|
|
$
|
(72
|
)
|
|
$
|
105,137
|
|
Selling, general & administrative expenses
|
15,815
|
|
|
20,429
|
|
|
26,305
|
|
|
62,549
|
|
||||
Amortization expense
|
1,415
|
|
|
537
|
|
|
—
|
|
|
1,952
|
|
||||
Operating income
|
$
|
42,778
|
|
|
$
|
24,235
|
|
|
$
|
(26,377
|
)
|
|
$
|
40,636
|
|
|
|
|
|
|
|
|
|
||||||||
Capital Expenditures, Depreciation Expense and Other:
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
$
|
17,728
|
|
|
$
|
3,721
|
|
|
$
|
2,668
|
|
|
$
|
24,117
|
|
Depreciation expense
|
$
|
6,699
|
|
|
$
|
4,379
|
|
|
$
|
2,484
|
|
|
$
|
13,562
|
|
Other items 1
|
$
|
2,159
|
|
|
$
|
489
|
|
|
$
|
1,210
|
|
|
$
|
3,858
|
|
|
For the year ended December 31, 2018 (as restated)
|
||||||||||||||
|
Electrical Systems 1
|
|
Global Seating
|
|
Corporate/
Other 1 |
|
Total
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
External revenues
|
$
|
503,717
|
|
|
$
|
394,020
|
|
|
$
|
—
|
|
|
$
|
897,737
|
|
Intersegment revenues
|
9,037
|
|
|
3,481
|
|
|
(12,518
|
)
|
|
—
|
|
||||
Total revenues
|
$
|
512,754
|
|
|
$
|
397,501
|
|
|
$
|
(12,518
|
)
|
|
$
|
897,737
|
|
Gross profit
|
$
|
71,104
|
|
|
$
|
54,231
|
|
|
$
|
(415
|
)
|
|
$
|
124,920
|
|
Selling, general & administrative expenses
|
15,390
|
|
|
22,433
|
|
|
22,856
|
|
|
60,679
|
|
||||
Amortization expense
|
747
|
|
|
553
|
|
|
—
|
|
|
1,300
|
|
||||
Operating income
|
$
|
54,967
|
|
|
$
|
31,245
|
|
|
$
|
(23,271
|
)
|
|
$
|
62,941
|
|
|
|
|
|
|
|
|
|
||||||||
Capital Expenditures and Depreciation Expense:
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
$
|
9,825
|
|
|
$
|
3,579
|
|
|
$
|
2,140
|
|
|
$
|
15,544
|
|
Depreciation expense
|
$
|
6,919
|
|
|
$
|
4,604
|
|
|
$
|
2,448
|
|
|
$
|
13,971
|
|
|
For the year ended December 31, 2017
|
||||||||||||||
|
Electrical Systems 1
|
|
Global Seating
|
|
Corporate/
Other 1 |
|
Total
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
External revenues
|
$
|
427,476
|
|
|
$
|
327,755
|
|
|
$
|
—
|
|
|
$
|
755,231
|
|
Intersegment revenues
|
6,922
|
|
|
1,761
|
|
|
(8,683
|
)
|
|
—
|
|
||||
Total revenues
|
$
|
434,398
|
|
|
$
|
329,516
|
|
|
$
|
(8,683
|
)
|
|
$
|
755,231
|
|
Gross profit
|
$
|
51,017
|
|
|
$
|
40,722
|
|
|
$
|
(868
|
)
|
|
$
|
90,871
|
|
Selling, general & administrative expenses
|
15,757
|
|
|
21,585
|
|
|
22,205
|
|
|
59,547
|
|
||||
Amortization expense
|
746
|
|
|
574
|
|
|
—
|
|
|
1,320
|
|
||||
Operating income
|
$
|
34,514
|
|
|
$
|
18,563
|
|
|
$
|
(23,073
|
)
|
|
$
|
30,004
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures, depreciation expense and other:
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
$
|
6,744
|
|
|
$
|
4,870
|
|
|
$
|
1,953
|
|
|
$
|
13,567
|
|
Depreciation expense
|
$
|
7,381
|
|
|
$
|
3,910
|
|
|
$
|
2,584
|
|
|
$
|
13,875
|
|
Other items 2
|
$
|
1,835
|
|
|
$
|
88
|
|
|
$
|
2,377
|
|
|
$
|
4,300
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
|
Revenues
|
|
Long-lived
Assets 2 |
|
Revenues
|
|
Long-lived
Assets 1 |
|
Revenues
|
|
Long-lived
Assets |
||||||||||||
United States
|
$
|
691,224
|
|
|
$
|
70,870
|
|
|
$
|
670,075
|
|
|
$
|
49,874
|
|
|
$
|
560,412
|
|
|
$
|
49,060
|
|
United Kingdom
|
48,070
|
|
|
12,233
|
|
|
51,451
|
|
|
3,204
|
|
|
44,013
|
|
|
3,849
|
|
||||||
All other countries
|
161,944
|
|
|
26,335
|
|
|
176,211
|
|
|
11,023
|
|
|
150,806
|
|
|
10,574
|
|
||||||
|
$
|
901,238
|
|
|
$
|
109,438
|
|
|
$
|
897,737
|
|
|
$
|
64,101
|
|
|
$
|
755,231
|
|
|
$
|
63,483
|
|
|
Years Ended December 31,
|
|||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
Revenues
|
|
%
|
|
Revenues
|
|
%
|
|
Revenues
|
|
%
|
|||||||||
Seats
|
$
|
356,877
|
|
|
40
|
%
|
|
$
|
369,337
|
|
|
41
|
%
|
|
$
|
314,717
|
|
|
42
|
%
|
Electrical wire harnesses, panels and assemblies
|
198,420
|
|
|
22
|
|
|
196,411
|
|
|
22
|
|
|
189,154
|
|
|
25
|
|
|||
Trim
|
202,898
|
|
|
22
|
|
|
195,427
|
|
|
22
|
|
|
150,228
|
|
|
20
|
|
|||
Cab structures and sleeper boxes
|
87,864
|
|
|
10
|
|
|
76,380
|
|
|
8
|
|
|
56,417
|
|
|
7
|
|
|||
Mirrors, wipers and controls
|
55,179
|
|
|
6
|
|
|
60,182
|
|
|
7
|
|
|
44,715
|
|
|
6
|
|
|||
|
$
|
901,238
|
|
|
100
|
|
|
$
|
897,737
|
|
|
100
|
|
|
$
|
755,231
|
|
|
100
|
|
|
2019
|
|
2018
|
|
2017
|
|||
A.B. Volvo
|
22
|
%
|
|
19
|
%
|
|
17
|
%
|
Daimler
|
17
|
%
|
|
16
|
%
|
|
16
|
%
|
PACCAR
|
11
|
%
|
|
11
|
%
|
|
10
|
%
|
13.
|
Commitments and Contingencies
|
|
2019
|
|
2018
|
||||
Balance - Beginning of the year
|
$
|
3,911
|
|
|
$
|
3,490
|
|
Provision for new warranty claims
|
1,895
|
|
|
2,435
|
|
||
Change in provision for preexisting warranty claims
|
(27
|
)
|
|
932
|
|
||
Deduction for payments made
|
(2,705
|
)
|
|
(2,803
|
)
|
||
Currency translation adjustment
|
8
|
|
|
(143
|
)
|
||
Balance - End of year
|
$
|
3,082
|
|
|
$
|
3,911
|
|
Year Ending December 31,
|
||||
2020
|
|
$
|
4,375
|
|
2021
|
|
4,375
|
|
|
2022
|
|
4,375
|
|
|
2023
|
|
146,788
|
|
|
2024
|
|
—
|
|
|
Thereafter
|
|
—
|
|
|
2019
|
|
2018
(as restated)
|
|
2017
|
||||||
Net income (loss) attributable to common stockholders
|
$
|
15,778
|
|
|
$
|
41,489
|
|
|
$
|
(2,269
|
)
|
Weighted average number of common shares outstanding
|
30,602
|
|
|
30,277
|
|
|
29,942
|
|
|||
Dilutive effect of restricted stock grants after application of the treasury stock method
|
221
|
|
|
310
|
|
|
—
|
|
|||
Dilutive shares outstanding
|
30,823
|
|
|
30,587
|
|
|
29,942
|
|
|||
Basic earnings (loss) per share attributable to common stockholders
|
$
|
0.52
|
|
|
$
|
1.37
|
|
|
$
|
(0.08
|
)
|
Diluted earnings (loss) per share attributable to common stockholders
|
$
|
0.51
|
|
|
$
|
1.36
|
|
|
$
|
(0.08
|
)
|
|
Twelve Months Ended December 31, 2019
|
|||||||||||||||||||||||||
|
Common Stock
|
|
Treasury
Stock |
|
Additional Paid In Capital
|
|
Retained
Deficit 1 |
|
Accumulated
Other Comp. Loss |
|
Total Stockholders’
Equity |
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
|
(Unaudited)
|
|||||||||||||||||||||||||
December 31, 2018 (as restated)
|
30,513
|
|
|
$
|
318
|
|
|
$
|
(10,245
|
)
|
|
$
|
243,007
|
|
|
$
|
(76,013
|
)
|
|
$
|
(47,471
|
)
|
|
$
|
109,596
|
|
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
761
|
|
|
—
|
|
|
—
|
|
|
761
|
|
||||||
Cumulative effect of adoption of Topic 842
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
|
(72
|
)
|
||||||
Total comprehensive income (as restated)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,986
|
|
|
(206
|
)
|
|
9,780
|
|
||||||
March 31, 2019 (as restated)
|
30,513
|
|
|
$
|
318
|
|
|
$
|
(10,245
|
)
|
|
$
|
243,768
|
|
|
$
|
(66,099
|
)
|
|
$
|
(47,677
|
)
|
|
$
|
120,065
|
|
Share-based compensation expense
|
68
|
|
|
1
|
|
|
—
|
|
|
718
|
|
|
—
|
|
|
—
|
|
|
719
|
|
||||||
Total comprehensive income (as restated)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,146
|
|
|
1,955
|
|
|
8,101
|
|
||||||
June 30, 2019 (as restated)
|
30,581
|
|
|
$
|
319
|
|
|
$
|
(10,245
|
)
|
|
$
|
244,486
|
|
|
$
|
(59,953
|
)
|
|
$
|
(45,722
|
)
|
|
$
|
128,885
|
|
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
721
|
|
|
—
|
|
|
—
|
|
|
721
|
|
||||||
Total comprehensive income (as restated)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,180
|
|
|
(5,998
|
)
|
|
1,182
|
|
||||||
September 30, 2019 (as restated)
|
30,581
|
|
|
$
|
319
|
|
|
$
|
(10,245
|
)
|
|
$
|
245,207
|
|
|
$
|
(52,773
|
)
|
|
$
|
(51,720
|
)
|
|
$
|
130,788
|
|
Issuance of restricted stock
|
351
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||
Surrender of common stock by employees
|
(131
|
)
|
|
—
|
|
|
(985
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(985
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
645
|
|
|
—
|
|
|
—
|
|
|
645
|
|
||||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
(7,534
|
)
|
|
5,770
|
|
|
(1,764
|
)
|
|||||||
December 31, 2019
|
30,801
|
|
|
$
|
323
|
|
|
$
|
(11,230
|
)
|
|
$
|
245,852
|
|
|
$
|
(60,307
|
)
|
|
$
|
(45,950
|
)
|
|
$
|
128,688
|
|
|
Twelve Months Ended December 31, 2018
|
|||||||||||||||||||||||||
|
Common Stock
|
|
Treasury
Stock |
|
Additional Paid In Capital
|
|
Retained
Deficit 1 |
|
Accumulated
Other Comp. Loss |
|
Total Stockholders’
Equity |
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
|
(Unaudited)
|
|||||||||||||||||||||||||
December 31, 2017
|
30,219
|
|
|
$
|
304
|
|
|
$
|
(9,114
|
)
|
|
$
|
239,870
|
|
|
$
|
(117,502
|
)
|
|
$
|
(41,235
|
)
|
|
$
|
72,323
|
|
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
673
|
|
|
—
|
|
|
—
|
|
|
673
|
|
||||||
Total comprehensive income (as restated)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,444
|
|
|
1,132
|
|
|
10,576
|
|
||||||
March 31, 2018 (as restated)
|
30,219
|
|
|
$
|
304
|
|
|
$
|
(9,114
|
)
|
|
$
|
240,543
|
|
|
$
|
(108,058
|
)
|
|
$
|
(40,103
|
)
|
|
$
|
83,572
|
|
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
844
|
|
|
—
|
|
|
—
|
|
|
844
|
|
||||||
Total comprehensive income (as restated)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,671
|
|
|
(5,898
|
)
|
|
6,773
|
|
||||||
June 30, 2018 (as restated)
|
30,219
|
|
|
$
|
304
|
|
|
$
|
(9,114
|
)
|
|
$
|
241,387
|
|
|
$
|
(95,387
|
)
|
|
$
|
(46,001
|
)
|
|
$
|
91,189
|
|
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
780
|
|
|
—
|
|
|
—
|
|
|
780
|
|
||||||
Total comprehensive income (as restated)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,277
|
|
|
(2,589
|
)
|
|
8,688
|
|
||||||
September 30, 2018 (as restated)
|
30,219
|
|
|
$
|
304
|
|
|
$
|
(9,114
|
)
|
|
$
|
242,167
|
|
|
$
|
(84,110
|
)
|
|
$
|
(48,590
|
)
|
|
$
|
100,657
|
|
Issuance of restricted stock
|
452
|
|
|
14
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||||
Surrender of common stock by employees
|
(158
|
)
|
|
|
|
(1,131
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,131
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
840
|
|
|
—
|
|
|
—
|
|
|
840
|
|
||||||
Total comprehensive income (as restated)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,097
|
|
|
1,119
|
|
|
9,216
|
|
||||||
December 31, 2018 (as restated)
|
30,513
|
|
|
$
|
318
|
|
|
$
|
(10,245
|
)
|
|
$
|
243,007
|
|
|
$
|
(76,013
|
)
|
|
$
|
(47,471
|
)
|
|
$
|
109,596
|
|
Grant Date
|
|
Grant Amount
|
|
Adjustments
|
|
Forfeitures
|
|
Payments
|
|
Adjusted Award Value at December 31, 2019
|
|
Vesting Schedule
|
|
Remaining Periods (in Months) to Vesting
|
||||||||||
November 2016
|
|
$
|
1,434
|
|
|
—
|
|
|
$
|
(88
|
)
|
|
$
|
(1,346
|
)
|
|
$
|
—
|
|
|
November 2019
|
|
0
|
|
November 2017
|
|
1,584
|
|
|
(16
|
)
|
|
(195
|
)
|
|
$
|
—
|
|
|
1,373
|
|
|
November 2020
|
|
9
|
||||
November 2018
|
|
1,590
|
|
|
(37
|
)
|
|
(200
|
)
|
|
—
|
|
|
1,353
|
|
|
November 2021
|
|
21
|
|||||
|
|
$
|
4,608
|
|
|
$
|
(53
|
)
|
|
$
|
(483
|
)
|
|
$
|
(1,346
|
)
|
|
$
|
2,726
|
|
|
|
|
|
Grant
|
|
Shares Granted
|
|
Unvested Shares
|
|
Vesting Schedule
|
|
Unearned
Compensation |
|
Remaining
Period to Vesting (in months) |
||||
October 2017
|
|
303
|
|
|
90
|
|
|
3 equal annual installments commencing on October 20, 2018
|
|
$
|
711.7
|
|
|
10
|
October 2018
|
|
382
|
|
|
242
|
|
|
3 equal annual installments commencing on October 20, 2019
|
|
$
|
1,500.7
|
|
|
22
|
May 2019
|
|
71
|
|
|
59
|
|
|
Shares granted to independent board members that fully vest as of May 16, 2020
|
|
$
|
150.0
|
|
|
4
|
October 2019
|
|
12
|
|
|
12
|
|
|
3 equal annual installments commencing on October 20, 2020
|
|
$
|
77.5
|
|
|
33
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
Shares
(000’s) |
|
Weighted-
Average Grant-Date Fair Value |
|
Shares
(000’s) |
|
Weighted-
Average Grant-Date Fair Value |
|
Shares
(000’s) |
|
Weighted-
Average Grant-Date Fair Value |
|||||||||
Nonvested - beginning of year
|
760
|
|
|
$
|
7.56
|
|
|
787
|
|
|
$
|
6.84
|
|
|
981
|
|
|
$
|
4.70
|
|
Granted
|
87
|
|
|
$
|
7.57
|
|
|
446
|
|
|
$
|
7.20
|
|
|
354
|
|
|
$
|
9.77
|
|
Vested
|
(418
|
)
|
|
$
|
7.41
|
|
|
(452
|
)
|
|
$
|
5.97
|
|
|
(509
|
)
|
|
$
|
4.90
|
|
Forfeited
|
(26
|
)
|
|
$
|
7.52
|
|
|
(21
|
)
|
|
$
|
7.31
|
|
|
(39
|
)
|
|
$
|
4.84
|
|
Nonvested - end of year
|
403
|
|
|
$
|
7.72
|
|
|
760
|
|
|
$
|
7.56
|
|
|
787
|
|
|
$
|
6.84
|
|
|
U.S. Pension and Other Post-Retirement Benefit Plans
|
|
Non-U.S. Pension Plan
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation — Beginning of the year
|
$
|
45,238
|
|
|
$
|
50,072
|
|
|
$
|
40,265
|
|
|
$
|
45,737
|
|
Service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
788
|
|
||||
Interest cost
|
1,483
|
|
|
1,664
|
|
|
1,112
|
|
|
1,030
|
|
||||
Participant contributions
|
6
|
|
|
9
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(10,346
|
)
|
|
(2,360
|
)
|
|
(1,681
|
)
|
|
(1,816
|
)
|
||||
Actuarial (gain) loss
|
3,196
|
|
|
(4,147
|
)
|
|
3,730
|
|
|
(2,772
|
)
|
||||
Exchange rate changes
|
—
|
|
|
—
|
|
|
1,415
|
|
|
(2,702
|
)
|
||||
Benefit obligation at end of the year
|
39,577
|
|
|
45,238
|
|
|
44,841
|
|
|
40,265
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets — Beginning of the year
|
42,962
|
|
|
45,046
|
|
|
30,424
|
|
|
35,377
|
|
||||
Actual return on plan assets
|
6,588
|
|
|
(2,259
|
)
|
|
3,610
|
|
|
(1,808
|
)
|
||||
Employer contributions
|
835
|
|
|
2,526
|
|
|
887
|
|
|
763
|
|
||||
Participant contributions
|
6
|
|
|
9
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(10,346
|
)
|
|
(2,360
|
)
|
|
(1,681
|
)
|
|
(1,816
|
)
|
||||
Exchange rate changes
|
—
|
|
|
—
|
|
|
1,081
|
|
|
(2,092
|
)
|
||||
Fair value of plan assets at end of the year
|
40,045
|
|
|
42,962
|
|
|
34,321
|
|
|
30,424
|
|
||||
Funded status
|
$
|
468
|
|
|
$
|
(2,276
|
)
|
|
$
|
(10,520
|
)
|
|
$
|
(9,841
|
)
|
|
U.S. Pension and Other Post-Retirement Benefit Plans
|
|
Non-U.S. Pension Plan
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Noncurrent assets
|
$
|
633
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(19
|
)
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
||||
Noncurrent liabilities
|
(146
|
)
|
|
(2,248
|
)
|
|
(10,520
|
)
|
|
(9,841
|
)
|
||||
Amount recognized
|
$
|
468
|
|
|
$
|
(2,276
|
)
|
|
$
|
(10,520
|
)
|
|
$
|
(9,841
|
)
|
|
U.S. Pension and Other Post-Retirement Benefit Plans
|
|
Non-U.S. Pension Plan
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
116
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
1,483
|
|
|
1,664
|
|
|
1,810
|
|
|
1,112
|
|
|
1,030
|
|
|
1,138
|
|
||||||
Expected return on plan assets
|
(2,393
|
)
|
|
(3,151
|
)
|
|
(2,684
|
)
|
|
(1,117
|
)
|
|
(1,210
|
)
|
|
(1,196
|
)
|
||||||
Amortization of prior service cost 1
|
2,528
|
|
|
6
|
|
|
6
|
|
|
47
|
|
|
—
|
|
|
—
|
|
||||||
Recognized actuarial loss
|
308
|
|
|
263
|
|
|
21
|
|
|
531
|
|
|
496
|
|
|
312
|
|
||||||
Net periodic cost (benefit)
|
$
|
1,926
|
|
|
$
|
(1,218
|
)
|
|
$
|
(731
|
)
|
|
$
|
573
|
|
|
$
|
316
|
|
|
$
|
254
|
|
|
U.S. Pension and Other Post-Retirement Benefit Plans
|
|
Non-U.S. Pension Plan
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Net actuarial loss
|
$
|
10,937
|
|
|
$
|
14,767
|
|
|
$
|
13,765
|
|
|
$
|
13,783
|
|
|
$
|
12,972
|
|
|
$
|
13,454
|
|
Prior service cost
|
45
|
|
|
51
|
|
|
57
|
|
|
747
|
|
|
788
|
|
|
—
|
|
||||||
|
$
|
10,982
|
|
|
$
|
14,818
|
|
|
$
|
13,822
|
|
|
$
|
14,530
|
|
|
$
|
13,760
|
|
|
$
|
13,454
|
|
|
U.S. Pension and Other Post-Retirement Plans
|
|
Non-U.S. Pension Plan
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Actuarial (gain) loss
|
$
|
(1,001
|
)
|
|
$
|
1,266
|
|
|
$
|
968
|
|
|
$
|
245
|
|
Amortization of actuarial (loss) gain
|
(2,829
|
)
|
|
(263
|
)
|
|
(37
|
)
|
|
781
|
|
||||
Prior service credit
|
(6
|
)
|
|
(6
|
)
|
|
(416
|
)
|
|
(491
|
)
|
||||
Total recognized in other comprehensive income (loss)
|
$
|
(3,836
|
)
|
|
$
|
997
|
|
|
$
|
515
|
|
|
$
|
535
|
|
|
U.S. Pension and Other Post-Retirement Benefit Plans
|
|
Non-U.S. Pension
Plan |
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Discount rate
|
2.93
|
%
|
|
4.06
|
%
|
|
1.95
|
%
|
|
2.80
|
%
|
|
U.S. Pension and Other Post-Retirement Plans
|
|
Non-U.S. Pension Plan
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
Discount rate
|
3.40
|
%
|
|
3.42
|
%
|
|
3.87
|
%
|
|
2.80
|
%
|
|
2.45
|
%
|
|
2.70
|
%
|
Expected return on plan assets
|
5.34
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
|
3.70
|
%
|
|
3.70
|
%
|
|
3.70
|
%
|
|
Target Allocation
|
|
Actual Allocations as of December 31,
|
||||||||||||
|
2019
|
|
2018
|
|
U.S. Pension Plan
|
|
Non-U.S. Pension Plan
|
||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Cash and cash equivalents
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
|
1
|
|
1
|
Equity/Balanced securities
|
27
|
|
55
|
|
55
|
|
55
|
|
28
|
|
52
|
|
53
|
|
59
|
Fixed income securities
|
63
|
|
45
|
|
25
|
|
45
|
|
62
|
|
22
|
|
46
|
|
40
|
Real estate
|
10
|
|
—
|
|
20
|
|
—
|
|
10
|
|
25
|
|
—
|
|
—
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
December 31, 2019
|
||||||||||||||
|
|
|
Quoted Prices in
Active Markets for Identical Assets |
|
Significant
Observable Inputs |
|
Significant
Unobservable Inputs |
||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash and cash equivalents
|
$
|
332
|
|
|
$
|
332
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equities:
|
|
|
|
|
|
|
|
||||||||
U.S. large value
|
2,434
|
|
|
2,434
|
|
|
—
|
|
|
—
|
|
||||
U.S. large growth
|
2,059
|
|
|
2,059
|
|
|
—
|
|
|
—
|
|
||||
International blend
|
4,854
|
|
|
—
|
|
|
4,854
|
|
|
—
|
|
||||
Emerging markets
|
1,603
|
|
|
1,603
|
|
|
—
|
|
|
—
|
|
||||
Balanced
|
18,246
|
|
|
—
|
|
|
18,246
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Government bonds
|
24,917
|
|
|
—
|
|
|
24,917
|
|
|
—
|
|
||||
Corporate bonds
|
12,634
|
|
|
—
|
|
|
12,634
|
|
|
—
|
|
||||
Other
|
3,217
|
|
|
—
|
|
|
3,217
|
|
|
—
|
|
||||
Real Estate:
|
|
|
|
|
|
|
|
||||||||
U.S. property
|
4,070
|
|
|
—
|
|
|
—
|
|
|
4,070
|
|
||||
Total pension fund assets
|
$
|
74,366
|
|
|
$
|
6,428
|
|
|
$
|
63,868
|
|
|
$
|
4,070
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2018
|
||||||||||||||
|
|
|
Quoted Prices in
Active Markets for Identical Assets |
|
Significant
Observable Inputs |
|
Significant
Unobservable Inputs |
||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash and cash equivalents
|
$
|
623
|
|
|
$
|
623
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equities:
|
|
|
|
|
|
|
|
||||||||
U.S. large value
|
4,815
|
|
|
4,815
|
|
|
—
|
|
|
—
|
|
||||
U.S. large growth
|
5,270
|
|
|
5,270
|
|
|
—
|
|
|
—
|
|
||||
International blend
|
9,134
|
|
|
—
|
|
|
9,134
|
|
|
—
|
|
||||
Emerging markets
|
3,093
|
|
|
3,093
|
|
|
—
|
|
|
—
|
|
||||
Balanced
|
17,952
|
|
|
—
|
|
|
17,952
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Government bonds
|
10,240
|
|
|
—
|
|
|
10,240
|
|
|
—
|
|
||||
Corporate bonds
|
11,297
|
|
|
—
|
|
|
11,297
|
|
|
—
|
|
||||
Real Estate:
|
|
|
|
|
|
|
|
||||||||
U.S. property
|
10,962
|
|
|
—
|
|
|
—
|
|
|
10,962
|
|
||||
Total pension fund assets
|
$
|
73,386
|
|
|
$
|
13,801
|
|
|
$
|
48,623
|
|
|
$
|
10,962
|
|
|
2019
|
|
2018
|
||||
Beginning balance
|
$
|
10,962
|
|
|
$
|
10,153
|
|
Actual return on assets held at reporting date
|
430
|
|
|
809
|
|
||
Purchases, sales and settlements, net
|
(7,322
|
)
|
|
—
|
|
||
Ending balance
|
$
|
4,070
|
|
|
$
|
10,962
|
|
Year Ending December 31,
|
Pension Plans
|
||
2020
|
$
|
4,390
|
|
2021
|
$
|
4,396
|
|
2022
|
$
|
4,360
|
|
2023
|
$
|
4,453
|
|
2024
|
$
|
4,493
|
|
2025 to 2029
|
$
|
22,209
|
|
|
Foreign
currency items |
|
Derivative Instruments
|
|
Pension and Other Post-Retirement Benefit Plans
|
|
Accumulated other
comprehensive loss |
||||||||
Ending balance, December 31, 2017
|
$
|
(17,172
|
)
|
|
$
|
—
|
|
|
$
|
(24,063
|
)
|
|
$
|
(41,235
|
)
|
Net current period change
|
(5,675
|
)
|
|
—
|
|
|
(1,290
|
)
|
|
(6,965
|
)
|
||||
Derivative instruments
|
—
|
|
|
496
|
|
|
—
|
|
|
496
|
|
||||
Reclassification adjustments for losses reclassified into income
|
—
|
|
|
—
|
|
|
233
|
|
|
233
|
|
||||
Ending balance, December 31, 2018
|
$
|
(22,847
|
)
|
|
$
|
496
|
|
|
$
|
(25,120
|
)
|
|
$
|
(47,471
|
)
|
Net current period change
|
$
|
(1,185
|
)
|
|
$
|
—
|
|
|
$
|
2,415
|
|
|
$
|
1,230
|
|
Derivative instruments
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
(32
|
)
|
||||
Reclassification adjustments for losses reclassified into income
|
—
|
|
|
—
|
|
|
323
|
|
|
323
|
|
||||
Ending balance, December 31, 2019
|
$
|
(24,032
|
)
|
|
$
|
464
|
|
|
$
|
(22,382
|
)
|
|
$
|
(45,950
|
)
|
2019
|
Before Tax
Amount |
|
Tax Expense
|
|
After Tax Amount
|
||||||
Retirement benefits adjustment:
|
|
|
|
|
|
||||||
Net actuarial gain and prior service credit
|
$
|
3,320
|
|
|
$
|
(905
|
)
|
|
$
|
2,415
|
|
Reclassification of actuarial loss and prior service cost to net income
|
323
|
|
|
—
|
|
|
323
|
|
|||
Net unrealized gain
|
3,643
|
|
|
(905
|
)
|
|
2,738
|
|
|||
Cumulative translation adjustment
|
(1,185
|
)
|
|
—
|
|
|
(1,185
|
)
|
|||
Derivative instruments
|
(32
|
)
|
|
—
|
|
|
(32
|
)
|
|||
Total other comprehensive income
|
$
|
2,426
|
|
|
$
|
(905
|
)
|
|
$
|
1,521
|
|
|
|
|
|
|
|
||||||
2018
|
Before Tax
Amount |
|
Tax Expense
|
|
After Tax Amount
|
||||||
Retirement benefits adjustment:
|
|
|
|
|
|
||||||
Net actuarial gain and prior service credit
|
$
|
(1,531
|
)
|
|
$
|
241
|
|
|
$
|
(1,290
|
)
|
Reclassification of actuarial loss and prior service cost to net income
|
233
|
|
|
—
|
|
|
233
|
|
|||
Net unrealized loss
|
(1,298
|
)
|
|
241
|
|
|
(1,057
|
)
|
|||
Cumulative translation adjustment
|
(5,675
|
)
|
|
—
|
|
|
(5,675
|
)
|
|||
Derivative instruments
|
496
|
|
|
—
|
|
|
496
|
|
|||
Total other comprehensive loss
|
$
|
(6,477
|
)
|
|
$
|
241
|
|
|
$
|
(6,236
|
)
|
|
As Restated
|
||||||||||
|
As of March 31, 2019
|
|
As of June 30, 2019
|
|
As of September 30, 2019
|
||||||
|
|
||||||||||
ASSETS
|
|
|
|
|
|
||||||
Current Assets:
|
|
|
|
|
|
||||||
Cash
|
$
|
54,348
|
|
|
$
|
60,521
|
|
|
$
|
38,703
|
|
Accounts receivable, net of allowances
|
158,327
|
|
|
157,193
|
|
|
153,190
|
|
|||
Inventories
|
97,280
|
|
|
92,913
|
|
|
90,186
|
|
|||
Other current assets
|
15,001
|
|
|
14,632
|
|
|
14,897
|
|
|||
Total current assets
|
324,956
|
|
|
325,259
|
|
|
296,976
|
|
|||
Property, plant and equipment, net
|
65,167
|
|
|
69,832
|
|
|
71,645
|
|
|||
Operating lease right-of-use assets, net
|
19,793
|
|
|
22,097
|
|
|
23,333
|
|
|||
Goodwill
|
7,587
|
|
|
7,624
|
|
|
25,188
|
|
|||
Intangible assets, net of accumulated amortization
|
12,492
|
|
|
12,188
|
|
|
28,841
|
|
|||
Deferred income taxes, net
|
14,243
|
|
|
13,387
|
|
|
14,117
|
|
|||
Other assets
|
2,771
|
|
|
2,322
|
|
|
2,394
|
|
|||
Total assets
|
$
|
447,009
|
|
|
$
|
452,709
|
|
|
$
|
462,494
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||||||
Current Liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
96,305
|
|
|
$
|
93,320
|
|
|
$
|
88,835
|
|
Current operating lease liabilities
|
4,456
|
|
|
4,851
|
|
|
5,485
|
|
|||
Accrued liabilities and other
|
35,697
|
|
|
34,936
|
|
|
38,885
|
|
|||
Current portion of long-term debt
|
3,229
|
|
|
3,238
|
|
|
3,335
|
|
|||
Total current liabilities
|
139,687
|
|
|
136,345
|
|
|
136,540
|
|
|||
Long-term debt
|
155,572
|
|
|
154,758
|
|
|
154,950
|
|
|||
Operating lease liabilities
|
16,538
|
|
|
18,567
|
|
|
19,192
|
|
|||
Pension and other post-retirement liabilities
|
12,489
|
|
|
11,812
|
|
|
13,417
|
|
|||
Other long-term liabilities
|
2,658
|
|
|
2,342
|
|
|
7,607
|
|
|||
Total liabilities
|
326,944
|
|
|
323,824
|
|
|
331,706
|
|
|||
Stockholders’ Equity:
|
|
|
|
|
|
||||||
Preferred stock, $.01 par value (5,000,000 shares authorized; no shares issued and outstanding)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Common stock, $.01 par value (60,000,000 shares authorized)
|
318
|
|
|
319
|
|
|
319
|
|
|||
Treasury stock, at cost: 1,334,251 shares
|
(10,245
|
)
|
|
(10,245
|
)
|
|
(10,245
|
)
|
|||
Additional paid-in capital
|
243,768
|
|
|
244,486
|
|
|
245,207
|
|
|||
Retained deficit
|
(66,099
|
)
|
|
(59,953
|
)
|
|
(52,773
|
)
|
|||
Accumulated other comprehensive loss
|
(47,677
|
)
|
|
(45,722
|
)
|
|
(51,720
|
)
|
|||
Total stockholders’ equity
|
120,065
|
|
|
128,885
|
|
|
130,788
|
|
|||
Total liabilities and stockholders’ equity
|
$
|
447,009
|
|
|
$
|
452,709
|
|
|
$
|
462,494
|
|
|
As Restated
|
||||||||||
|
As of March 31, 2018
|
|
As of June 30, 2018
|
|
As of September 30, 2018
|
||||||
|
|
||||||||||
ASSETS
|
|
|
|
|
|
||||||
Current Assets:
|
|
|
|
|
|
||||||
Cash
|
$
|
37,908
|
|
|
$
|
44,674
|
|
|
$
|
57,525
|
|
Accounts receivable, net of allowances
|
141,821
|
|
|
150,576
|
|
|
150,507
|
|
|||
Inventories
|
94,637
|
|
|
91,109
|
|
|
93,195
|
|
|||
Other current assets
|
16,461
|
|
|
11,367
|
|
|
10,446
|
|
|||
Total current assets
|
290,827
|
|
|
297,726
|
|
|
311,673
|
|
|||
Property, plant and equipment, net
|
62,291
|
|
|
61,145
|
|
|
61,965
|
|
|||
Operating lease right-of-use assets, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Goodwill
|
7,941
|
|
|
7,658
|
|
|
7,374
|
|
|||
Intangible assets, net of accumulated amortization
|
14,121
|
|
|
13,542
|
|
|
12,987
|
|
|||
Deferred income taxes, net
|
18,447
|
|
|
14,303
|
|
|
12,499
|
|
|||
Other assets
|
3,187
|
|
|
3,562
|
|
|
3,814
|
|
|||
Total assets
|
$
|
396,814
|
|
|
$
|
397,936
|
|
|
$
|
410,312
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||||||
Current Liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
85,602
|
|
|
$
|
88,473
|
|
|
$
|
91,582
|
|
Current operating lease liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Accrued liabilities and other
|
31,761
|
|
|
31,870
|
|
|
34,400
|
|
|||
Current portion of long-term debt
|
3,199
|
|
|
3,208
|
|
|
3,217
|
|
|||
Total current liabilities
|
120,562
|
|
|
123,551
|
|
|
129,199
|
|
|||
Long-term debt
|
162,951
|
|
|
162,145
|
|
|
161,340
|
|
|||
Revolving Credit Facility
|
7,500
|
|
|
—
|
|
|
—
|
|
|||
Pension and other post-retirement liabilities
|
15,367
|
|
|
14,429
|
|
|
14,534
|
|
|||
Other long-term liabilities
|
6,862
|
|
|
6,622
|
|
|
4,582
|
|
|||
Total liabilities
|
313,242
|
|
|
306,747
|
|
|
309,655
|
|
|||
Stockholders’ Equity:
|
|
|
|
|
|
||||||
Preferred stock, $.01 par value (5,000,000 shares authorized; no shares issued and outstanding)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Common stock, $.01 par value (60,000,000 shares authorized)
|
304
|
|
|
304
|
|
|
304
|
|
|||
Treasury stock, at cost: 1,175,795 shares
|
(9,114
|
)
|
|
(9,114
|
)
|
|
(9,114
|
)
|
|||
Additional paid-in capital
|
240,543
|
|
|
241,387
|
|
|
242,167
|
|
|||
Retained deficit
|
(108,058
|
)
|
|
(95,387
|
)
|
|
(84,110
|
)
|
|||
Accumulated other comprehensive loss
|
(40,103
|
)
|
|
(46,001
|
)
|
|
(48,590
|
)
|
|||
Total stockholders’ equity
|
83,572
|
|
|
91,189
|
|
|
100,657
|
|
|||
Total liabilities and stockholders’ equity
|
$
|
396,814
|
|
|
$
|
397,936
|
|
|
$
|
410,312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
As Restated
|
|
|
||||||||||||||||||||
|
Three Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Three Months Ended
|
||||||||||||
|
March 31, 2019
|
|
June 30, 2019
|
|
June 30, 2019
|
|
September 30, 2019
|
|
September 30, 2019
|
|
December 31, 2019
|
||||||||||||
|
|
||||||||||||||||||||||
Revenues
|
$
|
243,164
|
|
|
$
|
243,190
|
|
|
$
|
486,354
|
|
|
$
|
225,399
|
|
|
$
|
711,753
|
|
|
$
|
189,485
|
|
Cost of Revenues
|
210,075
|
|
|
210,754
|
|
|
420,829
|
|
|
195,955
|
|
|
616,784
|
|
|
179,317
|
|
||||||
Gross profit
|
33,089
|
|
|
32,436
|
|
|
65,525
|
|
|
29,444
|
|
|
94,969
|
|
|
10,168
|
|
||||||
Selling, General and Administrative Expenses
|
15,199
|
|
|
16,248
|
|
|
31,447
|
|
|
17,531
|
|
|
48,978
|
|
|
13,571
|
|
||||||
Amortization Expense
|
321
|
|
|
322
|
|
|
643
|
|
|
437
|
|
|
1,080
|
|
|
872
|
|
||||||
Operating Income (Loss)
|
17,569
|
|
|
15,866
|
|
|
33,435
|
|
|
11,476
|
|
|
44,911
|
|
|
(4,275
|
)
|
||||||
Interest and Other Expense
|
4,396
|
|
|
7,490
|
|
|
11,886
|
|
|
3,800
|
|
|
15,686
|
|
|
3,394
|
|
||||||
Income before provision for income taxes
|
13,173
|
|
|
8,376
|
|
|
21,549
|
|
|
7,676
|
|
|
29,225
|
|
|
(7,669
|
)
|
||||||
Provision for Income Taxes
|
3,187
|
|
|
2,230
|
|
|
5,417
|
|
|
496
|
|
|
5,913
|
|
|
(135
|
)
|
||||||
Net Income (Loss)
|
$
|
9,986
|
|
|
$
|
6,146
|
|
|
$
|
16,132
|
|
|
$
|
7,180
|
|
|
$
|
23,312
|
|
|
$
|
(7,534
|
)
|
Income (Loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
$
|
0.33
|
|
|
$
|
0.20
|
|
|
$
|
0.53
|
|
|
$
|
0.23
|
|
|
$
|
0.76
|
|
|
$
|
(0.24
|
)
|
Diluted
|
$
|
0.33
|
|
|
$
|
0.20
|
|
|
$
|
0.52
|
|
|
$
|
0.23
|
|
|
$
|
0.76
|
|
|
$
|
(0.24
|
)
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
30,513
|
|
|
30,547
|
|
|
30,530
|
|
|
30,581
|
|
|
30,547
|
|
|
30,758
|
|
||||||
Diluted
|
30,694
|
|
|
30,824
|
|
|
30,731
|
|
|
30,852
|
|
|
30,829
|
|
|
30,758
|
|
|
As Restated
|
|||||||||||||||||||||||
|
Three Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Three Months Ended
|
|||||||||||||
|
March 31, 2018
|
|
June 30, 2018
|
|
June 30, 2018
|
|
September 30, 2018
|
|
September 30, 2018
|
|
December 31, 2018
|
|||||||||||||
|
|
|||||||||||||||||||||||
Revenues
|
$
|
215,734
|
|
|
$
|
233,391
|
|
|
$
|
449,125
|
|
|
$
|
225,010
|
|
|
$
|
674,135
|
|
|
$
|
223,602
|
|
|
Cost of Revenues
|
185,444
|
|
|
198,487
|
|
|
383,931
|
|
|
194,532
|
|
|
578,463
|
|
|
194,354
|
|
|||||||
Gross profit
|
30,290
|
|
|
34,904
|
|
|
65,194
|
|
|
30,478
|
|
|
95,672
|
|
|
29,248
|
|
|||||||
Selling, General and Administrative Expenses
|
15,214
|
|
|
14,349
|
|
|
29,563
|
|
|
15,613
|
|
|
45,176
|
|
|
15,503
|
|
|||||||
Amortization Expense
|
332
|
|
|
327
|
|
|
659
|
|
|
321
|
|
|
980
|
|
|
320
|
|
|||||||
Operating Income
|
14,744
|
|
|
20,228
|
|
|
34,972
|
|
|
14,544
|
|
|
49,516
|
|
|
13,425
|
|
|||||||
Interest and Other Expense
|
1,750
|
|
|
3,213
|
|
|
4,963
|
|
|
3,442
|
|
|
8,405
|
|
|
4,960
|
|
|||||||
Income before provision for income taxes
|
12,994
|
|
|
17,015
|
|
|
30,009
|
|
|
11,102
|
|
|
41,111
|
|
|
8,465
|
|
|||||||
Provision for Income Taxes
|
3,550
|
|
|
4,344
|
|
|
7,894
|
|
|
(175
|
)
|
|
7,719
|
|
|
368
|
|
|||||||
Net Income
|
$
|
9,444
|
|
|
$
|
12,671
|
|
|
$
|
22,115
|
|
|
$
|
11,277
|
|
|
$
|
33,392
|
|
|
$
|
8,097
|
|
|
Income per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Basic
|
$
|
0.31
|
|
|
$
|
0.42
|
|
|
$
|
0.73
|
|
|
$
|
0.37
|
|
|
$
|
1.11
|
|
|
$
|
0.27
|
|
|
Diluted
|
$
|
0.31
|
|
|
$
|
0.42
|
|
|
$
|
0.72
|
|
|
$
|
0.37
|
|
|
$
|
1.09
|
|
|
$
|
0.26
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Basic
|
30,219
|
|
|
30,219
|
|
|
30,219
|
|
|
30,219
|
|
|
30,219
|
|
|
30,447
|
|
|||||||
Diluted
|
30,574
|
|
|
30,513
|
|
|
30,543
|
|
|
30,638
|
|
|
30,575
|
|
|
30,543
|
|
|
As Restated
|
|
|
||||||||||||||||||||
|
Three Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Three Months Ended
|
||||||||||||
|
March 31, 2019
|
|
June 30, 2019
|
|
June 30, 2019
|
|
September 30, 2019
|
|
September 30, 2019
|
|
December 31, 2019
|
||||||||||||
|
|
||||||||||||||||||||||
Net income (loss)
|
$
|
9,986
|
|
|
$
|
6,146
|
|
|
$
|
16,132
|
|
|
$
|
7,180
|
|
|
$
|
23,312
|
|
|
$
|
(7,534
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
104
|
|
|
233
|
|
|
337
|
|
|
(3,388
|
)
|
|
(3,051
|
)
|
|
1,866
|
|
||||||
Minimum pension liability, net of tax
|
(649
|
)
|
|
1,739
|
|
|
1,090
|
|
|
(2,095
|
)
|
|
(1,005
|
)
|
|
3,743
|
|
||||||
Derivative instrument
|
339
|
|
|
(17
|
)
|
|
322
|
|
|
(515
|
)
|
|
(193
|
)
|
|
161
|
|
||||||
Other comprehensive income (loss)
|
(206
|
)
|
|
1,955
|
|
|
1,749
|
|
|
(5,998
|
)
|
|
(4,249
|
)
|
|
5,770
|
|
||||||
Comprehensive income (loss)
|
$
|
9,780
|
|
|
$
|
8,101
|
|
|
$
|
17,881
|
|
|
$
|
1,182
|
|
|
$
|
19,063
|
|
|
$
|
(1,764
|
)
|
|
As Restated
|
||||||||||||||||||||||
|
Three Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Three Months Ended
|
||||||||||||
|
March 31, 2018
|
|
June 30, 2018
|
|
June 30, 2018
|
|
September 30, 2018
|
|
September 30, 2018
|
|
December 31, 2018
|
||||||||||||
|
|
||||||||||||||||||||||
Net income (loss)
|
$
|
9,444
|
|
|
$
|
12,671
|
|
|
$
|
22,115
|
|
|
$
|
11,277
|
|
|
$
|
33,392
|
|
|
$
|
8,097
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
1,470
|
|
|
(5,304
|
)
|
|
(3,834
|
)
|
|
(1,529
|
)
|
|
(5,363
|
)
|
|
(312
|
)
|
||||||
Minimum pension liability, net of tax
|
(338
|
)
|
|
(594
|
)
|
|
(932
|
)
|
|
(1,060
|
)
|
|
(1,992
|
)
|
|
935
|
|
||||||
Derivative instrument
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
496
|
|
||||||
Other comprehensive income (loss)
|
1,132
|
|
|
(5,898
|
)
|
|
(4,766
|
)
|
|
(2,589
|
)
|
|
(7,355
|
)
|
|
1,119
|
|
||||||
Comprehensive income (loss)
|
$
|
10,576
|
|
|
$
|
6,773
|
|
|
$
|
17,349
|
|
|
$
|
8,688
|
|
|
$
|
26,037
|
|
|
$
|
9,216
|
|
|
As Restated
|
||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
|
Nine Months Ended
|
||||||
|
March 31, 2019
|
|
June 30, 2019
|
|
September 30, 2019
|
||||||
|
|
||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net Income
|
$
|
9,986
|
|
|
$
|
16,132
|
|
|
$
|
23,312
|
|
Adjustments to reconcile net income to cash flows from operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
3,681
|
|
|
6,984
|
|
|
10,865
|
|
|||
Provision for doubtful accounts
|
2,350
|
|
|
3,396
|
|
|
5,000
|
|
|||
Non-cash amortization of debt financing costs
|
342
|
|
|
685
|
|
|
1,030
|
|
|||
Shared-based compensation expense
|
761
|
|
|
1,479
|
|
|
2,200
|
|
|||
Deferred income taxes
|
2,298
|
|
|
2,263
|
|
|
1,840
|
|
|||
Non-cash loss / (gain) on derivative contracts
|
737
|
|
|
1,823
|
|
|
2,092
|
|
|||
Change in other operating items:
|
|
|
|
|
|
||||||
Accounts receivable
|
(26,356
|
)
|
|
(26,552
|
)
|
|
(25,454
|
)
|
|||
Inventories
|
(4,739
|
)
|
|
(462
|
)
|
|
1,191
|
|
|||
Prepaid expenses
|
(2,272
|
)
|
|
(2,501
|
)
|
|
(2,607
|
)
|
|||
Accounts payable
|
9,548
|
|
|
6,563
|
|
|
3,272
|
|
|||
Other operating activities, net
|
(2,307
|
)
|
|
(1,061
|
)
|
|
5,767
|
|
|||
Net cash provided by operating activities
|
(5,971
|
)
|
|
8,749
|
|
|
28,508
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(5,580
|
)
|
|
(12,800
|
)
|
|
(18,743
|
)
|
|||
Proceeds from disposal/sale of property, plant and equipment
|
20
|
|
|
20
|
|
|
20
|
|
|||
Payments for acquisitions
|
—
|
|
|
—
|
|
|
(34,000
|
)
|
|||
Net cash used in investing activities
|
(5,560
|
)
|
|
(12,780
|
)
|
|
(52,723
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Borrowings on Revolving Credit Facility
|
—
|
|
|
—
|
|
|
8,500
|
|
|||
Repayment of Revolving Credit Facility
|
—
|
|
|
—
|
|
|
(8,500
|
)
|
|||
Repayment of Term Loan
|
(5,244
|
)
|
|
(6,338
|
)
|
|
(6,338
|
)
|
|||
Other financing activities
|
(105
|
)
|
|
(222
|
)
|
|
(381
|
)
|
|||
Net cash used in financing activities
|
(5,349
|
)
|
|
(6,560
|
)
|
|
(6,719
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of Foreign Currency Exchange Rate Changes on Cash
|
315
|
|
|
199
|
|
|
(1,276
|
)
|
|||
|
|
|
|
|
|
||||||
Net (Decrease) Increase in Cash
|
(16,565
|
)
|
|
(10,392
|
)
|
|
(32,210
|
)
|
|||
|
|
|
|
|
|
||||||
Cash:
|
|
|
|
|
|
||||||
Beginning of period
|
70,913
|
|
|
70,913
|
|
|
70,913
|
|
|||
End of period
|
$
|
54,348
|
|
|
$
|
60,521
|
|
|
$
|
38,703
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
3,373
|
|
|
$
|
6,787
|
|
|
$
|
10,212
|
|
Cash paid for income taxes, net
|
$
|
2,593
|
|
|
$
|
4,180
|
|
|
$
|
5,530
|
|
Unpaid purchases of property and equipment included in accounts payable
|
$
|
233
|
|
|
$
|
526
|
|
|
$
|
155
|
|
|
As Restated
|
||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
|
Nine Months Ended
|
||||||
|
March 31, 2018
|
|
June 30, 2018
|
|
September 30, 2018
|
||||||
|
|
|
|
|
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net Income
|
$
|
9,444
|
|
|
$
|
22,115
|
|
|
$
|
33,392
|
|
Adjustments to reconcile net income to cash flows from operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
3,776
|
|
|
7,674
|
|
|
11,676
|
|
|||
Provision for doubtful accounts
|
2,637
|
|
|
3,829
|
|
|
6,448
|
|
|||
Non-cash amortization of debt financing costs
|
350
|
|
|
701
|
|
|
1,054
|
|
|||
Shared-based compensation expense
|
673
|
|
|
1,517
|
|
|
2,297
|
|
|||
Deferred income taxes
|
2,181
|
|
|
6,396
|
|
|
8,369
|
|
|||
Non-cash loss / (gain) on derivative contracts
|
(2,489
|
)
|
|
(2,161
|
)
|
|
(2,842
|
)
|
|||
Change in other operating items:
|
|
|
|
|
|
||||||
Accounts receivable
|
(34,884
|
)
|
|
(47,306
|
)
|
|
(50,389
|
)
|
|||
Inventories
|
5,261
|
|
|
7,010
|
|
|
4,507
|
|
|||
Prepaid expenses
|
(1,496
|
)
|
|
(2,507
|
)
|
|
(2,126
|
)
|
|||
Accounts payable
|
(2,105
|
)
|
|
2,845
|
|
|
6,653
|
|
|||
Other operating activities, net
|
(3,363
|
)
|
|
788
|
|
|
1,000
|
|
|||
Net cash provided by operating activities
|
(20,015
|
)
|
|
901
|
|
|
20,039
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(1,716
|
)
|
|
(5,158
|
)
|
|
(9,823
|
)
|
|||
Proceeds from disposal/sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
18
|
|
|||
Net cash used in investing activities
|
(1,716
|
)
|
|
(5,158
|
)
|
|
(9,805
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Borrowings on Revolving Credit Facility
|
36,500
|
|
|
80,500
|
|
|
80,500
|
|
|||
Repayment of Revolving Credit Facility
|
(29,000
|
)
|
|
(80,500
|
)
|
|
(80,500
|
)
|
|||
Repayment of Term Loan
|
(1,094
|
)
|
|
(2,188
|
)
|
|
(3,281
|
)
|
|||
Net cash used in financing activities
|
6,406
|
|
|
(2,188
|
)
|
|
(3,281
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of Foreign Currency Exchange Rate Changes on Cash
|
989
|
|
|
(1,125
|
)
|
|
(1,672
|
)
|
|||
|
|
|
|
|
|
||||||
Net (Decrease) Increase in Cash
|
(14,336
|
)
|
|
(7,570
|
)
|
|
5,281
|
|
|||
|
|
|
|
|
|
||||||
Cash:
|
|
|
|
|
|
||||||
Beginning of period
|
52,244
|
|
|
52,244
|
|
|
52,244
|
|
|||
End of period
|
$
|
37,908
|
|
|
$
|
44,674
|
|
|
$
|
57,525
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
3,408
|
|
|
$
|
6,937
|
|
|
$
|
10,421
|
|
Cash paid for income taxes, net
|
$
|
808
|
|
|
$
|
1,693
|
|
|
$
|
2,081
|
|
Unpaid purchases of property and equipment included in accounts payable
|
$
|
49
|
|
|
$
|
416
|
|
|
$
|
132
|
|
|
|
As of March 31, 2019
|
|
As of March 31, 2018
|
|
|
||||||||||||||||||||
|
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||||||||
|
|
|
|
|
||||||||||||||||||||||
ASSETS
|
|
|
||||||||||||||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash
|
|
$
|
54,348
|
|
|
$
|
—
|
|
|
$
|
54,348
|
|
|
$
|
37,908
|
|
|
$
|
—
|
|
|
$
|
37,908
|
|
|
|
Accounts receivable, net of allowances
|
|
159,016
|
|
|
(689
|
)
|
|
158,327
|
|
|
141,823
|
|
|
(2
|
)
|
|
141,821
|
|
|
a
|
||||||
Inventories
|
|
97,280
|
|
|
—
|
|
|
97,280
|
|
|
94,637
|
|
|
—
|
|
|
94,637
|
|
|
|
||||||
Other current assets
|
|
21,257
|
|
|
(6,256
|
)
|
|
15,001
|
|
|
18,385
|
|
|
(1,924
|
)
|
|
16,461
|
|
|
a
|
||||||
Total current assets
|
|
331,901
|
|
|
(6,945
|
)
|
|
324,956
|
|
|
292,753
|
|
|
(1,926
|
)
|
|
290,827
|
|
|
|
||||||
Property, plant and equipment, net of accumulated depreciation
|
|
66,128
|
|
|
(961
|
)
|
|
65,167
|
|
|
63,400
|
|
|
(1,109
|
)
|
|
62,291
|
|
|
b
|
||||||
Operating lease right-of-use assets, net
|
|
19,793
|
|
|
—
|
|
|
19,793
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||
Goodwill
|
|
7,587
|
|
|
—
|
|
|
7,587
|
|
|
7,941
|
|
|
—
|
|
|
7,941
|
|
|
|
||||||
Intangible assets, net of accumulated amortization
|
|
12,492
|
|
|
—
|
|
|
12,492
|
|
|
14,121
|
|
|
—
|
|
|
14,121
|
|
|
|
||||||
Deferred income taxes, net
|
|
12,923
|
|
|
1,320
|
|
|
14,243
|
|
|
18,240
|
|
|
207
|
|
|
18,447
|
|
|
a, b
|
||||||
Other assets
|
|
2,771
|
|
|
—
|
|
|
2,771
|
|
|
3,187
|
|
|
—
|
|
|
3,187
|
|
|
|
||||||
Total assets
|
|
$
|
453,595
|
|
|
$
|
(6,586
|
)
|
|
$
|
447,009
|
|
|
$
|
399,642
|
|
|
$
|
(2,828
|
)
|
|
$
|
396,814
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
||||||||||||||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
|
$
|
96,305
|
|
|
$
|
—
|
|
|
$
|
96,305
|
|
|
$
|
85,602
|
|
|
$
|
—
|
|
|
$
|
85,602
|
|
|
|
Current operating lease liabilities
|
|
4,456
|
|
|
—
|
|
|
4,456
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||
Accrued liabilities and other
|
|
35,697
|
|
|
—
|
|
|
35,697
|
|
|
31,761
|
|
|
—
|
|
|
31,761
|
|
|
|
||||||
Current portion of long-term debt
|
|
3,229
|
|
|
—
|
|
|
3,229
|
|
|
3,199
|
|
|
—
|
|
|
3,199
|
|
|
|
||||||
Total current liabilities
|
|
139,687
|
|
|
—
|
|
|
139,687
|
|
|
120,562
|
|
|
—
|
|
|
120,562
|
|
|
|
||||||
Long-term debt
|
|
155,572
|
|
|
—
|
|
|
155,572
|
|
|
162,951
|
|
|
—
|
|
|
162,951
|
|
|
|
||||||
Revolving Credit Facility
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,500
|
|
|
—
|
|
|
7,500
|
|
|
|
||||||
Operating lease liabilities
|
|
16,538
|
|
|
—
|
|
|
16,538
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||
Pension and other post-retirement liabilities
|
|
12,489
|
|
|
—
|
|
|
12,489
|
|
|
15,367
|
|
|
—
|
|
|
15,367
|
|
|
|
||||||
Other long-term liabilities
|
|
2,658
|
|
|
—
|
|
|
2,658
|
|
|
6,862
|
|
|
—
|
|
|
6,862
|
|
|
|
||||||
Total liabilities
|
|
326,944
|
|
|
—
|
|
|
326,944
|
|
|
313,242
|
|
|
—
|
|
|
313,242
|
|
|
|
||||||
Stockholders’ Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Preferred stock, $.01 par value
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||
Common stock, $.01 par value
|
|
318
|
|
|
—
|
|
|
318
|
|
|
304
|
|
|
—
|
|
|
304
|
|
|
|
||||||
Treasury stock, at cost
|
|
(10,245
|
)
|
|
—
|
|
|
(10,245
|
)
|
|
(9,114
|
)
|
|
—
|
|
|
(9,114
|
)
|
|
|
||||||
Additional paid-in capital
|
|
243,768
|
|
|
—
|
|
|
243,768
|
|
|
240,543
|
|
|
—
|
|
|
240,543
|
|
|
|
||||||
Retained deficit
|
|
(59,513
|
)
|
|
(6,586
|
)
|
|
(66,099
|
)
|
|
(105,230
|
)
|
|
(2,828
|
)
|
|
(108,058
|
)
|
|
a, b
|
||||||
Accumulated other comprehensive loss
|
|
(47,677
|
)
|
|
—
|
|
|
(47,677
|
)
|
|
(40,103
|
)
|
|
—
|
|
|
(40,103
|
)
|
|
|
||||||
Total stockholders’ equity
|
|
126,651
|
|
|
(6,586
|
)
|
|
120,065
|
|
|
86,400
|
|
|
(2,828
|
)
|
|
83,572
|
|
|
|
||||||
Total liabilities and stockholders’ equity
|
|
$
|
453,595
|
|
|
$
|
(6,586
|
)
|
|
$
|
447,009
|
|
|
$
|
399,642
|
|
|
$
|
(2,828
|
)
|
|
$
|
396,814
|
|
|
|
|
|
As of June 30, 2019
|
|
As of June 30, 2018
|
|
|
||||||||||||||||||||
|
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||||||||
|
|
|
|
|
||||||||||||||||||||||
ASSETS
|
|
|
||||||||||||||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash
|
|
$
|
60,521
|
|
|
$
|
—
|
|
|
$
|
60,521
|
|
|
$
|
44,674
|
|
|
$
|
—
|
|
|
$
|
44,674
|
|
|
|
Accounts receivable, net of allowances
|
|
157,882
|
|
|
(689
|
)
|
|
157,193
|
|
|
150,606
|
|
|
(30
|
)
|
|
150,576
|
|
|
a
|
||||||
Inventories
|
|
92,913
|
|
|
—
|
|
|
92,913
|
|
|
91,109
|
|
|
—
|
|
|
91,109
|
|
|
|
||||||
Other current assets
|
|
22,370
|
|
|
(7,738
|
)
|
|
14,632
|
|
|
13,981
|
|
|
(2,614
|
)
|
|
11,367
|
|
|
a
|
||||||
Total current assets
|
|
333,686
|
|
|
(8,427
|
)
|
|
325,259
|
|
|
300,370
|
|
|
(2,644
|
)
|
|
297,726
|
|
|
|
||||||
Property, plant and equipment, net of accumulated depreciation
|
|
70,658
|
|
|
(826
|
)
|
|
69,832
|
|
|
62,217
|
|
|
(1,072
|
)
|
|
61,145
|
|
|
b
|
||||||
Operating lease right-of-use assets, net
|
|
22,097
|
|
|
—
|
|
|
22,097
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||
Goodwill
|
|
7,624
|
|
|
—
|
|
|
7,624
|
|
|
7,658
|
|
|
—
|
|
|
7,658
|
|
|
|
||||||
Intangible assets, net of accumulated amortization
|
|
12,188
|
|
|
—
|
|
|
12,188
|
|
|
13,542
|
|
|
—
|
|
|
13,542
|
|
|
|
||||||
Deferred income taxes, net
|
|
11,751
|
|
|
1,636
|
|
|
13,387
|
|
|
13,939
|
|
|
364
|
|
|
14,303
|
|
|
a, b
|
||||||
Other assets
|
|
2,322
|
|
|
—
|
|
|
2,322
|
|
|
3,562
|
|
|
—
|
|
|
3,562
|
|
|
|
||||||
Total assets
|
|
$
|
460,326
|
|
|
$
|
(7,617
|
)
|
|
$
|
452,709
|
|
|
$
|
401,288
|
|
|
$
|
(3,352
|
)
|
|
$
|
397,936
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
||||||||||||||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
|
$
|
93,320
|
|
|
$
|
—
|
|
|
$
|
93,320
|
|
|
$
|
88,473
|
|
|
$
|
—
|
|
|
$
|
88,473
|
|
|
|
Current operating lease liabilities
|
|
4,851
|
|
|
—
|
|
|
4,851
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||
Accrued liabilities and other
|
|
34,936
|
|
|
—
|
|
|
34,936
|
|
|
31,870
|
|
|
—
|
|
|
31,870
|
|
|
|
||||||
Current portion of long-term debt
|
|
3,238
|
|
|
—
|
|
|
3,238
|
|
|
3,208
|
|
|
—
|
|
|
3,208
|
|
|
|
||||||
Total current liabilities
|
|
136,345
|
|
|
—
|
|
|
136,345
|
|
|
123,551
|
|
|
—
|
|
|
123,551
|
|
|
|
||||||
Long-term debt
|
|
154,758
|
|
|
—
|
|
|
154,758
|
|
|
162,145
|
|
|
—
|
|
|
162,145
|
|
|
|
||||||
Operating lease liabilities
|
|
18,567
|
|
|
—
|
|
|
18,567
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||
Pension and other post-retirement liabilities
|
|
11,812
|
|
|
—
|
|
|
11,812
|
|
|
14,429
|
|
|
—
|
|
|
14,429
|
|
|
|
||||||
Other long-term liabilities
|
|
2,342
|
|
|
—
|
|
|
2,342
|
|
|
6,622
|
|
|
—
|
|
|
6,622
|
|
|
|
||||||
Total liabilities
|
|
323,824
|
|
|
—
|
|
|
323,824
|
|
|
306,747
|
|
|
—
|
|
|
306,747
|
|
|
|
||||||
Stockholders’ Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Preferred stock, $.01 par value
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||
Common stock, $.01 par value
|
|
319
|
|
|
—
|
|
|
319
|
|
|
304
|
|
|
—
|
|
|
304
|
|
|
|
||||||
Treasury stock, at cost
|
|
(10,245
|
)
|
|
—
|
|
|
(10,245
|
)
|
|
(9,114
|
)
|
|
—
|
|
|
(9,114
|
)
|
|
|
||||||
Additional paid-in capital
|
|
244,486
|
|
|
—
|
|
|
244,486
|
|
|
241,387
|
|
|
—
|
|
|
241,387
|
|
|
|
||||||
Retained deficit
|
|
(52,336
|
)
|
|
(7,617
|
)
|
|
(59,953
|
)
|
|
(92,035
|
)
|
|
(3,352
|
)
|
|
(95,387
|
)
|
|
a, b
|
||||||
Accumulated other comprehensive loss
|
|
(45,722
|
)
|
|
—
|
|
|
(45,722
|
)
|
|
(46,001
|
)
|
|
—
|
|
|
(46,001
|
)
|
|
|
||||||
Total stockholders’ equity
|
|
136,502
|
|
|
(7,617
|
)
|
|
128,885
|
|
|
94,541
|
|
|
(3,352
|
)
|
|
91,189
|
|
|
|
||||||
Total liabilities and stockholders’ equity
|
|
$
|
460,326
|
|
|
$
|
(7,617
|
)
|
|
$
|
452,709
|
|
|
$
|
401,288
|
|
|
$
|
(3,352
|
)
|
|
$
|
397,936
|
|
|
|
|
|
As of September 30, 2019
|
|
As of September 30, 2018
|
|
|
||||||||||||||||||||
|
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||||||||
|
|
|
|
|
||||||||||||||||||||||
ASSETS
|
|
|
||||||||||||||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash
|
|
$
|
38,703
|
|
|
$
|
—
|
|
|
$
|
38,703
|
|
|
$
|
57,525
|
|
|
$
|
—
|
|
|
$
|
57,525
|
|
|
|
Accounts receivable, net of allowances
|
|
153,190
|
|
|
—
|
|
|
153,190
|
|
|
151,196
|
|
|
(689
|
)
|
|
150,507
|
|
|
a
|
||||||
Inventories
|
|
90,186
|
|
|
—
|
|
|
90,186
|
|
|
93,195
|
|
|
—
|
|
|
93,195
|
|
|
|
||||||
Other current assets
|
|
24,496
|
|
|
(9,599
|
)
|
|
14,897
|
|
|
14,137
|
|
|
(3,691
|
)
|
|
10,446
|
|
|
a
|
||||||
Total current assets
|
|
306,575
|
|
|
(9,599
|
)
|
|
296,976
|
|
|
316,053
|
|
|
(4,380
|
)
|
|
311,673
|
|
|
|
||||||
Property, plant and equipment, net of accumulated depreciation
|
|
73,059
|
|
|
(1,414
|
)
|
|
71,645
|
|
|
63,000
|
|
|
(1,035
|
)
|
|
61,965
|
|
|
b
|
||||||
Operating lease right-of-use assets, net
|
|
23,333
|
|
|
—
|
|
|
23,333
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||
Goodwill
|
|
25,188
|
|
|
—
|
|
|
25,188
|
|
|
7,374
|
|
|
—
|
|
|
7,374
|
|
|
|
||||||
Intangible assets, net of accumulated amortization
|
|
28,841
|
|
|
—
|
|
|
28,841
|
|
|
12,987
|
|
|
—
|
|
|
12,987
|
|
|
|
||||||
Deferred income taxes, net
|
|
12,061
|
|
|
2,056
|
|
|
14,117
|
|
|
11,742
|
|
|
757
|
|
|
12,499
|
|
|
a, b
|
||||||
Other assets
|
|
2,394
|
|
|
—
|
|
|
2,394
|
|
|
3,814
|
|
|
—
|
|
|
3,814
|
|
|
|
||||||
Total assets
|
|
$
|
471,451
|
|
|
$
|
(8,957
|
)
|
|
$
|
462,494
|
|
|
$
|
414,970
|
|
|
$
|
(4,658
|
)
|
|
$
|
410,312
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
||||||||||||||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
|
$
|
88,835
|
|
|
$
|
—
|
|
|
$
|
88,835
|
|
|
$
|
91,582
|
|
|
$
|
—
|
|
|
$
|
91,582
|
|
|
|
Current operating lease liabilities
|
|
5,485
|
|
|
—
|
|
|
5,485
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||
Accrued liabilities and other
|
|
38,885
|
|
|
—
|
|
|
38,885
|
|
|
34,400
|
|
|
—
|
|
|
34,400
|
|
|
|
||||||
Current portion of long-term debt
|
|
3,335
|
|
|
—
|
|
|
3,335
|
|
|
3,217
|
|
|
—
|
|
|
3,217
|
|
|
|
||||||
Total current liabilities
|
|
136,540
|
|
|
—
|
|
|
136,540
|
|
|
129,199
|
|
|
—
|
|
|
129,199
|
|
|
|
||||||
Long-term debt
|
|
154,950
|
|
|
—
|
|
|
154,950
|
|
|
161,340
|
|
|
—
|
|
|
161,340
|
|
|
|
||||||
Operating lease liabilities
|
|
19,192
|
|
|
—
|
|
|
19,192
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||
Pension and other post-retirement liabilities
|
|
13,417
|
|
|
—
|
|
|
13,417
|
|
|
14,534
|
|
|
—
|
|
|
14,534
|
|
|
|
||||||
Other long-term liabilities
|
|
7,607
|
|
|
—
|
|
|
7,607
|
|
|
4,582
|
|
|
—
|
|
|
4,582
|
|
|
|
||||||
Total liabilities
|
|
331,706
|
|
|
—
|
|
|
331,706
|
|
|
309,655
|
|
|
—
|
|
|
309,655
|
|
|
|
||||||
Stockholders’ Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Preferred stock, $.01 par value
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||
Common stock, $.01 par value
|
|
319
|
|
|
—
|
|
|
319
|
|
|
304
|
|
|
—
|
|
|
304
|
|
|
|
||||||
Treasury stock, at cost
|
|
(10,245
|
)
|
|
—
|
|
|
(10,245
|
)
|
|
(9,114
|
)
|
|
—
|
|
|
(9,114
|
)
|
|
|
||||||
Additional paid-in capital
|
|
245,207
|
|
|
—
|
|
|
245,207
|
|
|
242,167
|
|
|
—
|
|
|
242,167
|
|
|
|
||||||
Retained deficit
|
|
(43,816
|
)
|
|
(8,957
|
)
|
|
(52,773
|
)
|
|
(79,452
|
)
|
|
(4,658
|
)
|
|
(84,110
|
)
|
|
a, b
|
||||||
Accumulated other comprehensive loss
|
|
(51,720
|
)
|
|
—
|
|
|
(51,720
|
)
|
|
(48,590
|
)
|
|
—
|
|
|
(48,590
|
)
|
|
|
||||||
Total stockholders’ equity
|
|
139,745
|
|
|
(8,957
|
)
|
|
130,788
|
|
|
105,315
|
|
|
(4,658
|
)
|
|
100,657
|
|
|
|
||||||
Total liabilities and stockholders’ equity
|
|
$
|
471,451
|
|
|
$
|
(8,957
|
)
|
|
$
|
462,494
|
|
|
$
|
414,970
|
|
|
$
|
(4,658
|
)
|
|
$
|
410,312
|
|
|
|
|
Three Months Ended March 31, 2019
|
|
|
||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||
|
|
|
|
||||||||||
Revenues
|
$
|
243,164
|
|
|
$
|
—
|
|
|
$
|
243,164
|
|
|
|
Cost of Revenues
|
208,604
|
|
|
1,471
|
|
|
210,075
|
|
|
a, b
|
|||
Gross profit
|
34,560
|
|
|
(1,471
|
)
|
|
33,089
|
|
|
|
|||
Selling, General and Administrative Expenses
|
15,199
|
|
|
—
|
|
|
15,199
|
|
|
|
|||
Amortization Expense
|
321
|
|
|
—
|
|
|
321
|
|
|
|
|||
Operating Income (Loss)
|
19,040
|
|
|
(1,471
|
)
|
|
17,569
|
|
|
|
|||
Interest and Other Expense
|
4,396
|
|
|
—
|
|
|
4,396
|
|
|
|
|||
Income before provision for income taxes
|
14,644
|
|
|
(1,471
|
)
|
|
13,173
|
|
|
a, b
|
|||
Provision for Income Taxes
|
3,514
|
|
|
(327
|
)
|
|
3,187
|
|
|
a, b
|
|||
Net Income (Loss)
|
$
|
11,130
|
|
|
$
|
(1,144
|
)
|
|
$
|
9,986
|
|
|
|
Income (Loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
0.36
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.33
|
|
|
|
Diluted
|
$
|
0.36
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.33
|
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||
Basic
|
30,513
|
|
|
30,513
|
|
|
30,513
|
|
|
|
|||
Diluted
|
30,694
|
|
|
30,694
|
|
|
30,694
|
|
|
|
|
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 (Loss)
|
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 (Loss)
|
$
|
7,177
|
|
|
$
|
(1,031
|
)
|
|
$
|
6,146
|
|
|
$
|
18,307
|
|
|
$
|
(2,175
|
)
|
|
$
|
16,132
|
|
|
|
Income (Loss) 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
|
|
|
|
|
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 (Loss)
|
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 (Loss)
|
$
|
8,520
|
|
|
$
|
(1,340
|
)
|
|
$
|
7,180
|
|
|
$
|
26,827
|
|
|
$
|
(3,515
|
)
|
|
$
|
23,312
|
|
|
|
Income (Loss) 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
|
|
|
|
|
Three Months Ended March 31, 2018
|
|
|
||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||
|
|
|
|
||||||||||
Revenues
|
$
|
215,734
|
|
|
$
|
—
|
|
|
$
|
215,734
|
|
|
|
Cost of Revenues
|
184,912
|
|
|
532
|
|
|
185,444
|
|
|
a, b
|
|||
Gross profit
|
30,822
|
|
|
(532
|
)
|
|
30,290
|
|
|
|
|||
Selling, General and Administrative Expenses
|
15,214
|
|
|
—
|
|
|
15,214
|
|
|
|
|||
Amortization Expense
|
332
|
|
|
—
|
|
|
332
|
|
|
|
|||
Operating Income (Loss)
|
15,276
|
|
|
(532
|
)
|
|
14,744
|
|
|
|
|||
Interest and Other Expense
|
1,750
|
|
|
—
|
|
|
1,750
|
|
|
|
|||
Income before provision for income taxes
|
13,526
|
|
|
(532
|
)
|
|
12,994
|
|
|
a, b
|
|||
Provision for Income Taxes
|
3,673
|
|
|
(123
|
)
|
|
3,550
|
|
|
a, b
|
|||
Net Income (Loss)
|
$
|
9,853
|
|
|
$
|
(409
|
)
|
|
$
|
9,444
|
|
|
|
Income (Loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
0.33
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.31
|
|
|
|
Diluted
|
$
|
0.32
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.31
|
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||
Basic
|
30,219
|
|
|
30,219
|
|
|
30,219
|
|
|
|
|||
Diluted
|
30,574
|
|
|
30,574
|
|
|
30,574
|
|
|
|
|
Three Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2018
|
|
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||||||||
|
|
|
|
||||||||||||||||||||||
Revenues
|
$
|
233,391
|
|
|
$
|
—
|
|
|
$
|
233,391
|
|
|
$
|
449,125
|
|
|
$
|
—
|
|
|
$
|
449,125
|
|
|
|
Cost of Revenues
|
197,806
|
|
|
681
|
|
|
198,487
|
|
|
382,718
|
|
|
1,213
|
|
|
383,931
|
|
|
a, b
|
||||||
Gross profit
|
35,585
|
|
|
(681
|
)
|
|
34,904
|
|
|
66,407
|
|
|
(1,213
|
)
|
|
65,194
|
|
|
|
||||||
Selling, General and Administrative Expenses
|
14,349
|
|
|
—
|
|
|
14,349
|
|
|
29,563
|
|
|
—
|
|
|
29,563
|
|
|
|
||||||
Amortization Expense
|
327
|
|
|
—
|
|
|
327
|
|
|
659
|
|
|
—
|
|
|
659
|
|
|
|
||||||
Operating Income (Loss)
|
20,909
|
|
|
(681
|
)
|
|
20,228
|
|
|
36,185
|
|
|
(1,213
|
)
|
|
34,972
|
|
|
|
||||||
Interest and Other Expense
|
3,213
|
|
|
—
|
|
|
3,213
|
|
|
4,963
|
|
|
—
|
|
|
4,963
|
|
|
|
||||||
Income before provision for income taxes
|
17,696
|
|
|
(681
|
)
|
|
17,015
|
|
|
31,222
|
|
|
(1,213
|
)
|
|
30,009
|
|
|
a, b
|
||||||
Provision for Income Taxes
|
4,501
|
|
|
(157
|
)
|
|
4,344
|
|
|
8,174
|
|
|
(280
|
)
|
|
7,894
|
|
|
a, b
|
||||||
Net Income (Loss)
|
$
|
13,195
|
|
|
$
|
(524
|
)
|
|
$
|
12,671
|
|
|
$
|
23,048
|
|
|
$
|
(933
|
)
|
|
$
|
22,115
|
|
|
|
Income (Loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
$
|
0.44
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.42
|
|
|
$
|
0.76
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.73
|
|
|
|
Diluted
|
$
|
0.43
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.42
|
|
|
$
|
0.75
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.72
|
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
30,219
|
|
|
30,219
|
|
|
30,219
|
|
|
30,219
|
|
|
30,219
|
|
|
30,219
|
|
|
|
||||||
Diluted
|
30,513
|
|
|
30,513
|
|
|
30,513
|
|
|
30,543
|
|
|
30,543
|
|
|
30,543
|
|
|
|
|
Three Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2018
|
|
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||||||||
|
|
|
|
||||||||||||||||||||||
Revenues
|
$
|
225,010
|
|
|
$
|
—
|
|
|
$
|
225,010
|
|
|
$
|
674,135
|
|
|
$
|
—
|
|
|
$
|
674,135
|
|
|
|
Cost of Revenues
|
192,833
|
|
|
1,699
|
|
|
194,532
|
|
|
575,551
|
|
|
2,912
|
|
|
578,463
|
|
|
a, b
|
||||||
Gross profit
|
32,177
|
|
|
(1,699
|
)
|
|
30,478
|
|
|
98,584
|
|
|
(2,912
|
)
|
|
95,672
|
|
|
|
||||||
Selling, General and Administrative Expenses
|
15,613
|
|
|
—
|
|
|
15,613
|
|
|
45,176
|
|
|
—
|
|
|
45,176
|
|
|
|
||||||
Amortization Expense
|
321
|
|
|
—
|
|
|
321
|
|
|
980
|
|
|
—
|
|
|
980
|
|
|
|
||||||
Operating Income (Loss)
|
16,243
|
|
|
(1,699
|
)
|
|
14,544
|
|
|
52,428
|
|
|
(2,912
|
)
|
|
49,516
|
|
|
|
||||||
Interest and Other Expense
|
3,442
|
|
|
—
|
|
|
3,442
|
|
|
8,405
|
|
|
—
|
|
|
8,405
|
|
|
|
||||||
Income before provision for income taxes
|
12,801
|
|
|
(1,699
|
)
|
|
11,102
|
|
|
44,023
|
|
|
(2,912
|
)
|
|
41,111
|
|
|
a, b
|
||||||
Provision for Income Taxes
|
218
|
|
|
(393
|
)
|
|
(175
|
)
|
|
8,392
|
|
|
(673
|
)
|
|
7,719
|
|
|
a, b
|
||||||
Net Income (Loss)
|
$
|
12,583
|
|
|
$
|
(1,306
|
)
|
|
$
|
11,277
|
|
|
$
|
35,631
|
|
|
$
|
(2,239
|
)
|
|
$
|
33,392
|
|
|
|
Income (Loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
$
|
0.42
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.37
|
|
|
$
|
1.18
|
|
|
$
|
(0.07
|
)
|
|
$
|
1.11
|
|
|
|
Diluted
|
$
|
0.41
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.37
|
|
|
$
|
1.17
|
|
|
$
|
(0.07
|
)
|
|
$
|
1.09
|
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
30,219
|
|
|
30,219
|
|
|
30,219
|
|
|
30,219
|
|
|
30,219
|
|
|
30,219
|
|
|
|
||||||
Diluted
|
30,638
|
|
|
30,638
|
|
|
30,638
|
|
|
30,575
|
|
|
30,575
|
|
|
30,575
|
|
|
|
|
Three Months Ended December 31, 2018
|
|
|
||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||
|
|
|
|
||||||||||
Revenues
|
$
|
223,602
|
|
|
$
|
—
|
|
|
$
|
223,602
|
|
|
|
Cost of Revenues
|
193,334
|
|
|
1,020
|
|
|
194,354
|
|
|
a, b
|
|||
Gross profit
|
30,268
|
|
|
(1,020
|
)
|
|
29,248
|
|
|
|
|||
Selling, General and Administrative Expenses
|
15,503
|
|
|
—
|
|
|
15,503
|
|
|
|
|||
Amortization Expense
|
320
|
|
|
—
|
|
|
320
|
|
|
|
|||
Operating Income (Loss)
|
14,445
|
|
|
(1,020
|
)
|
|
13,425
|
|
|
|
|||
Interest and Other Expense
|
4,960
|
|
|
—
|
|
|
4,960
|
|
|
|
|||
Income before provision for income taxes
|
9,485
|
|
|
(1,020
|
)
|
|
8,465
|
|
|
a, b
|
|||
Provision for Income Taxes
|
604
|
|
|
(236
|
)
|
|
368
|
|
|
a, b
|
|||
Net Income (Loss)
|
$
|
8,881
|
|
|
$
|
(784
|
)
|
|
$
|
8,097
|
|
|
|
Income (Loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
0.29
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.27
|
|
|
|
Diluted
|
$
|
0.29
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.26
|
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||
Basic
|
30,447
|
|
|
30,219
|
|
|
30,447
|
|
|
|
|||
Diluted
|
30,543
|
|
|
30,543
|
|
|
30,543
|
|
|
|
|
Three Months Ended March 31, 2019
|
|
|
||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||
|
|
|
|
||||||||||
Net income (loss)
|
$
|
11,130
|
|
|
$
|
(1,144
|
)
|
|
$
|
9,986
|
|
|
a, b
|
Other comprehensive income (loss):
|
|
|
|
|
—
|
|
|
|
|||||
Foreign currency translation adjustments
|
104
|
|
|
—
|
|
|
104
|
|
|
|
|||
Minimum pension liability, net of tax
|
(649
|
)
|
|
—
|
|
|
(649
|
)
|
|
|
|||
Derivative instrument
|
339
|
|
|
—
|
|
|
339
|
|
|
|
|||
Other comprehensive income (loss)
|
(206
|
)
|
|
—
|
|
|
(206
|
)
|
|
|
|||
Comprehensive income (loss)
|
$
|
10,924
|
|
|
$
|
(1,144
|
)
|
|
$
|
9,780
|
|
|
|
|
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 (Loss)
|
$
|
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 (loss)
|
1,955
|
|
|
—
|
|
|
1,955
|
|
|
1,749
|
|
|
—
|
|
|
1,749
|
|
|
|
||||||
Comprehensive income (loss)
|
$
|
9,132
|
|
|
$
|
(1,031
|
)
|
|
$
|
8,101
|
|
|
$
|
20,056
|
|
|
$
|
(2,175
|
)
|
|
$
|
17,881
|
|
|
|
|
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 (Loss)
|
$
|
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 (loss)
|
(5,998
|
)
|
|
—
|
|
|
(5,998
|
)
|
|
(4,249
|
)
|
|
—
|
|
|
(4,249
|
)
|
|
|
||||||
Comprehensive income (loss)
|
$
|
2,522
|
|
|
$
|
(1,340
|
)
|
|
$
|
1,182
|
|
|
$
|
22,578
|
|
|
$
|
(3,515
|
)
|
|
$
|
19,063
|
|
|
|
|
Three Months Ended March 31, 2018
|
|
|
||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||
|
|
|
|
||||||||||
Net income (loss)
|
$
|
9,853
|
|
|
$
|
(409
|
)
|
|
$
|
9,444
|
|
|
a, b
|
Other comprehensive income (loss):
|
|
|
|
|
—
|
|
|
|
|||||
Foreign currency translation adjustments
|
1,470
|
|
|
—
|
|
|
1,470
|
|
|
|
|||
Minimum pension liability, net of tax
|
(338
|
)
|
|
—
|
|
|
(338
|
)
|
|
|
|||
Derivative instrument
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||
Other comprehensive income (loss)
|
1,132
|
|
|
—
|
|
|
1,132
|
|
|
|
|||
Comprehensive income (loss)
|
$
|
10,985
|
|
|
$
|
(409
|
)
|
|
$
|
10,576
|
|
|
|
|
Three Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2018
|
|
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||||||||
|
|
|
|
||||||||||||||||||||||
Net Income (Loss)
|
$
|
13,195
|
|
|
$
|
(524
|
)
|
|
$
|
12,671
|
|
|
$
|
23,048
|
|
|
$
|
(933
|
)
|
|
$
|
22,115
|
|
|
a, b
|
Other comprehensive income (loss):
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
(5,304
|
)
|
|
—
|
|
|
(5,304
|
)
|
|
(3,834
|
)
|
|
—
|
|
|
(3,834
|
)
|
|
|
||||||
Minimum pension liability, net of tax
|
(594
|
)
|
|
—
|
|
|
(594
|
)
|
|
(932
|
)
|
|
—
|
|
|
(932
|
)
|
|
|
||||||
Derivative instrument
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||
Other comprehensive income (loss)
|
(5,898
|
)
|
|
—
|
|
|
(5,898
|
)
|
|
(4,766
|
)
|
|
—
|
|
|
(4,766
|
)
|
|
|
||||||
Comprehensive income (loss)
|
$
|
7,297
|
|
|
$
|
(524
|
)
|
|
$
|
6,773
|
|
|
$
|
18,282
|
|
|
$
|
(933
|
)
|
|
$
|
17,349
|
|
|
|
|
Three Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2018
|
|
|
||||||||||||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||||||||
|
|
|
|
||||||||||||||||||||||
Net Income (Loss)
|
$
|
12,583
|
|
|
$
|
(1,306
|
)
|
|
$
|
11,277
|
|
|
$
|
35,631
|
|
|
$
|
(2,239
|
)
|
|
$
|
33,392
|
|
|
a, b
|
Other comprehensive income (loss):
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
(1,529
|
)
|
|
—
|
|
|
(1,529
|
)
|
|
(5,363
|
)
|
|
—
|
|
|
(5,363
|
)
|
|
|
||||||
Minimum pension liability, net of tax
|
(1,060
|
)
|
|
—
|
|
|
(1,060
|
)
|
|
(1,992
|
)
|
|
—
|
|
|
(1,992
|
)
|
|
|
||||||
Derivative instrument
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||
Other comprehensive income (loss)
|
(2,589
|
)
|
|
—
|
|
|
(2,589
|
)
|
|
(7,355
|
)
|
|
—
|
|
|
(7,355
|
)
|
|
|
||||||
Comprehensive income (loss)
|
$
|
9,994
|
|
|
$
|
(1,306
|
)
|
|
$
|
8,688
|
|
|
$
|
28,276
|
|
|
$
|
(2,239
|
)
|
|
$
|
26,037
|
|
|
|
|
Three Months Ended December 31, 2018
|
|
|
||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||
|
|
|
|
||||||||||
Net income (loss)
|
$
|
8,881
|
|
|
$
|
(784
|
)
|
|
$
|
8,097
|
|
|
a, b
|
Other comprehensive income (loss):
|
|
|
|
|
—
|
|
|
|
|||||
Foreign currency translation adjustments
|
(312
|
)
|
|
—
|
|
|
(312
|
)
|
|
|
|||
Minimum pension liability, net of tax
|
935
|
|
|
—
|
|
|
935
|
|
|
|
|||
Derivative instrument
|
496
|
|
|
—
|
|
|
496
|
|
|
|
|||
Other comprehensive income (loss)
|
1,119
|
|
|
—
|
|
|
1,119
|
|
|
|
|||
Comprehensive income (loss)
|
$
|
10,000
|
|
|
$
|
(784
|
)
|
|
$
|
9,216
|
|
|
|
|
Three Months Ended March 31, 2019
|
|
|
||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||
|
|
|
|
||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
||||||
Net Income
|
$
|
11,130
|
|
|
$
|
(1,144
|
)
|
|
$
|
9,986
|
|
|
a, b
|
Adjustments to reconcile net income to cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
3,718
|
|
|
(37
|
)
|
|
3,681
|
|
|
b
|
|||
Provision for doubtful accounts
|
2,350
|
|
|
—
|
|
|
2,350
|
|
|
|
|||
Non-cash amortization of debt financing costs
|
342
|
|
|
—
|
|
|
342
|
|
|
|
|||
Shared-based compensation expense
|
761
|
|
|
—
|
|
|
761
|
|
|
|
|||
Deferred income taxes
|
2,625
|
|
|
(327
|
)
|
|
2,298
|
|
|
a, b
|
|||
Non-cash loss / (gain) on derivative contracts
|
737
|
|
|
—
|
|
|
737
|
|
|
|
|||
Change in other operating items:
|
|
|
|
|
|
|
|
|
|||||
Accounts receivable
|
(26,356
|
)
|
|
—
|
|
|
(26,356
|
)
|
|
a
|
|||
Inventories
|
(4,739
|
)
|
|
—
|
|
|
(4,739
|
)
|
|
|
|||
Prepaid expenses
|
(3,780
|
)
|
|
1,508
|
|
|
(2,272
|
)
|
|
a
|
|||
Accounts payable
|
9,548
|
|
|
—
|
|
|
9,548
|
|
|
|
|||
Other operating activities, net
|
(2,307
|
)
|
|
—
|
|
|
(2,307
|
)
|
|
|
|||
Net cash provided by operating activities
|
(5,971
|
)
|
|
—
|
|
|
(5,971
|
)
|
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(5,580
|
)
|
|
—
|
|
|
(5,580
|
)
|
|
a
|
|||
Proceeds from disposal/sale of property, plant and equipment
|
20
|
|
|
—
|
|
|
20
|
|
|
|
|||
Net cash used in investing activities
|
(5,560
|
)
|
|
—
|
|
|
(5,560
|
)
|
|
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
||||||
Repayment of Term Loan
|
(5,244
|
)
|
|
—
|
|
|
(5,244
|
)
|
|
|
|||
Other financing activities
|
(105
|
)
|
|
—
|
|
|
(105
|
)
|
|
|
|||
Net cash used in financing activities
|
(5,349
|
)
|
|
—
|
|
|
(5,349
|
)
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Effect of Foreign Currency Exchange Rate Changes on Cash
|
315
|
|
|
—
|
|
|
315
|
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Net Decrease in Cash
|
(16,565
|
)
|
|
—
|
|
|
(16,565
|
)
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Cash:
|
|
|
|
|
|
|
|
||||||
Beginning of period
|
70,913
|
|
|
—
|
|
|
70,913
|
|
|
|
|||
End of period
|
$
|
54,348
|
|
|
$
|
—
|
|
|
$
|
54,348
|
|
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
3,373
|
|
|
$
|
—
|
|
|
$
|
3,373
|
|
|
|
Cash paid for income taxes, net
|
$
|
2,593
|
|
|
$
|
—
|
|
|
$
|
2,593
|
|
|
|
Unpaid purchases of property and equipment included in accounts payable
|
$
|
233
|
|
|
$
|
—
|
|
|
$
|
233
|
|
|
|
|
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
|
|||
Provision for doubtful accounts
|
3,396
|
|
|
—
|
|
|
3,396
|
|
|
|
|||
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 / (gain) on derivative contracts
|
1,823
|
|
|
—
|
|
|
1,823
|
|
|
|
|||
Change in other operating items:
|
|
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
(26,552
|
)
|
|
—
|
|
|
(26,552
|
)
|
|
a
|
|||
Inventories
|
(462
|
)
|
|
—
|
|
|
(462
|
)
|
|
|
|||
Prepaid expenses
|
(5,491
|
)
|
|
2,990
|
|
|
(2,501
|
)
|
|
a
|
|||
Accounts payable
|
6,563
|
|
|
—
|
|
|
6,563
|
|
|
|
|||
Other operating activities, net
|
(1,061
|
)
|
|
—
|
|
|
(1,061
|
)
|
|
|
|||
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
|
)
|
|
a
|
|||
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
|
|
|
|
|
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
|
|||
Provision for doubtful accounts
|
5,000
|
|
|
—
|
|
|
5,000
|
|
|
|
|||
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
|
(24,765
|
)
|
|
(689
|
)
|
|
(25,454
|
)
|
|
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
|
|
|
|
|
Three Months Ended March 31, 2018
|
|
|
||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||
|
|
|
|
||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
||||||
Net Income
|
$
|
9,853
|
|
|
$
|
(409
|
)
|
|
$
|
9,444
|
|
|
a, b
|
Adjustments to reconcile net income to cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
3,813
|
|
|
(37
|
)
|
|
3,776
|
|
|
b
|
|||
Provision for doubtful accounts
|
2,637
|
|
|
—
|
|
|
2,637
|
|
|
|
|||
Non-cash amortization of debt financing costs
|
350
|
|
|
—
|
|
|
350
|
|
|
|
|||
Shared-based compensation expense
|
673
|
|
|
—
|
|
|
673
|
|
|
|
|||
Deferred income taxes
|
2,304
|
|
|
(123
|
)
|
|
2,181
|
|
|
a, b
|
|||
Non-cash loss / (gain) on derivative contracts
|
(2,489
|
)
|
|
—
|
|
|
(2,489
|
)
|
|
|
|||
Change in other operating items:
|
|
|
|
|
|
|
|
||||||
Accounts receivable
|
(34,884
|
)
|
|
—
|
|
|
(34,884
|
)
|
|
|
|||
Inventories
|
5,261
|
|
|
—
|
|
|
5,261
|
|
|
|
|||
Prepaid expenses
|
(2,065
|
)
|
|
569
|
|
|
(1,496
|
)
|
|
a
|
|||
Accounts payable
|
(2,105
|
)
|
|
—
|
|
|
(2,105
|
)
|
|
|
|||
Other operating activities, net
|
(3,363
|
)
|
|
—
|
|
|
(3,363
|
)
|
|
|
|||
Net cash provided by operating activities
|
(20,015
|
)
|
|
—
|
|
|
(20,015
|
)
|
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(1,716
|
)
|
|
—
|
|
|
(1,716
|
)
|
|
|
|||
Net cash used in investing activities
|
(1,716
|
)
|
|
—
|
|
|
(1,716
|
)
|
|
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
||||||
Borrowings on Revolving Credit Facility
|
36,500
|
|
|
—
|
|
|
36,500
|
|
|
|
|||
Repayment of Revolving Credit Facility
|
(29,000
|
)
|
|
—
|
|
|
(29,000
|
)
|
|
|
|||
Repayment of Term Loan
|
(1,094
|
)
|
|
—
|
|
|
(1,094
|
)
|
|
|
|||
Net cash used in financing activities
|
6,406
|
|
|
—
|
|
|
6,406
|
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Effect of Foreign Currency Exchange Rate Changes on Cash
|
989
|
|
|
—
|
|
|
989
|
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Net Decrease in Cash
|
(14,336
|
)
|
|
—
|
|
|
(14,336
|
)
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Cash:
|
|
|
|
|
|
|
|
||||||
Beginning of period
|
52,244
|
|
|
—
|
|
|
52,244
|
|
|
|
|||
End of period
|
$
|
37,908
|
|
|
$
|
—
|
|
|
$
|
37,908
|
|
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
3,408
|
|
|
$
|
—
|
|
|
$
|
3,408
|
|
|
|
Cash paid for income taxes, net
|
$
|
808
|
|
|
$
|
—
|
|
|
$
|
808
|
|
|
|
Unpaid purchases of property and equipment included in accounts payable
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
49
|
|
|
|
|
Six Months Ended June 30, 2018
|
|
|
||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||
|
|
|
|
||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
||||||
Net Income
|
$
|
23,048
|
|
|
$
|
(933
|
)
|
|
$
|
22,115
|
|
|
a, b
|
Adjustments to reconcile net income to cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
7,748
|
|
|
(74
|
)
|
|
7,674
|
|
|
b
|
|||
Provision for doubtful accounts
|
3,829
|
|
|
—
|
|
|
3,829
|
|
|
|
|||
Non-cash amortization of debt financing costs
|
701
|
|
|
—
|
|
|
701
|
|
|
|
|||
Shared-based compensation expense
|
1,517
|
|
|
—
|
|
|
1,517
|
|
|
|
|||
Deferred income taxes
|
6,676
|
|
|
(280
|
)
|
|
6,396
|
|
|
a, b
|
|||
Non-cash loss / (gain) on derivative contracts
|
(2,161
|
)
|
|
—
|
|
|
(2,161
|
)
|
|
|
|||
Change in other operating items:
|
|
|
|
|
|
|
|
||||||
Accounts receivable
|
(47,334
|
)
|
|
28
|
|
|
(47,306
|
)
|
|
a
|
|||
Inventories
|
7,010
|
|
|
—
|
|
|
7,010
|
|
|
|
|||
Prepaid expenses
|
(3,766
|
)
|
|
1,259
|
|
|
(2,507
|
)
|
|
a
|
|||
Accounts payable
|
2,845
|
|
|
—
|
|
|
2,845
|
|
|
|
|||
Other operating activities, net
|
788
|
|
|
—
|
|
|
788
|
|
|
|
|||
Net cash provided by operating activities
|
901
|
|
|
—
|
|
|
901
|
|
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(5,158
|
)
|
|
—
|
|
|
(5,158
|
)
|
|
|
|||
Net cash used in investing activities
|
(5,158
|
)
|
|
—
|
|
|
(5,158
|
)
|
|
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
||||||
Borrowings on Revolving Credit Facility
|
80,500
|
|
|
—
|
|
|
80,500
|
|
|
|
|||
Repayment of Revolving Credit Facility
|
(80,500
|
)
|
|
—
|
|
|
(80,500
|
)
|
|
|
|||
Repayment of Term Loan
|
(2,188
|
)
|
|
—
|
|
|
(2,188
|
)
|
|
|
|||
Net cash used in financing activities
|
(2,188
|
)
|
|
—
|
|
|
(2,188
|
)
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Effect of Foreign Currency Exchange Rate Changes on Cash
|
(1,125
|
)
|
|
—
|
|
|
(1,125
|
)
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Net Decrease in Cash
|
(7,570
|
)
|
|
—
|
|
|
(7,570
|
)
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Cash:
|
|
|
|
|
|
|
|
||||||
Beginning of period
|
52,244
|
|
|
—
|
|
|
52,244
|
|
|
|
|||
End of period
|
$
|
44,674
|
|
|
$
|
—
|
|
|
$
|
44,674
|
|
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
6,937
|
|
|
$
|
—
|
|
|
$
|
6,937
|
|
|
|
Cash paid for income taxes, net
|
$
|
1,693
|
|
|
$
|
—
|
|
|
$
|
1,693
|
|
|
|
Unpaid purchases of property and equipment included in accounts payable
|
$
|
416
|
|
|
$
|
—
|
|
|
$
|
416
|
|
|
|
|
Nine Months Ended September 30, 2018
|
|
|
||||||||||
|
As Previously Reported
|
|
Restatement Adjustments
|
|
As Restated
|
|
Restatement References
|
||||||
|
|
|
|
||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
||||||
Net Income
|
$
|
35,631
|
|
|
$
|
(2,239
|
)
|
|
$
|
33,392
|
|
|
a, b
|
Adjustments to reconcile net income to cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
11,787
|
|
|
(111
|
)
|
|
11,676
|
|
|
b
|
|||
Provision for doubtful accounts
|
6,448
|
|
|
—
|
|
|
6,448
|
|
|
|
|||
Non-cash amortization of debt financing costs
|
1,054
|
|
|
—
|
|
|
1,054
|
|
|
|
|||
Shared-based compensation expense
|
2,297
|
|
|
—
|
|
|
2,297
|
|
|
|
|||
Deferred income taxes
|
9,042
|
|
|
(673
|
)
|
|
8,369
|
|
|
a, b
|
|||
Non-cash loss / (gain) on derivative contracts
|
(2,842
|
)
|
|
—
|
|
|
(2,842
|
)
|
|
|
|||
Change in other operating items:
|
|
|
|
|
—
|
|
|
|
|||||
Accounts receivable
|
(51,076
|
)
|
|
687
|
|
|
(50,389
|
)
|
|
a
|
|||
Inventories
|
4,507
|
|
|
—
|
|
|
4,507
|
|
|
|
|||
Prepaid expenses
|
(4,462
|
)
|
|
2,336
|
|
|
(2,126
|
)
|
|
a
|
|||
Accounts payable
|
6,653
|
|
|
—
|
|
|
6,653
|
|
|
|
|||
Other operating activities, net
|
1,000
|
|
|
—
|
|
|
1,000
|
|
|
|
|||
Net cash provided by operating activities
|
20,039
|
|
|
—
|
|
|
20,039
|
|
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(9,823
|
)
|
|
—
|
|
|
(9,823
|
)
|
|
|
|||
Proceeds from disposal/sale of property, plant and equipment
|
18
|
|
|
—
|
|
|
18
|
|
|
|
|||
Net cash used in investing activities
|
(9,805
|
)
|
|
—
|
|
|
(9,805
|
)
|
|
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
||||||
Borrowings on Revolving Credit Facility
|
80,500
|
|
|
—
|
|
|
80,500
|
|
|
|
|||
Repayment of Revolving Credit Facility
|
(80,500
|
)
|
|
—
|
|
|
(80,500
|
)
|
|
|
|||
Repayment of Term Loan
|
(3,281
|
)
|
|
—
|
|
|
(3,281
|
)
|
|
|
|||
Net cash used in financing activities
|
(3,281
|
)
|
|
—
|
|
|
(3,281
|
)
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Effect of Foreign Currency Exchange Rate Changes on Cash
|
(1,672
|
)
|
|
—
|
|
|
(1,672
|
)
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Net Decrease in Cash
|
5,281
|
|
|
—
|
|
|
5,281
|
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Cash:
|
|
|
|
|
|
|
|
||||||
Beginning of period
|
52,244
|
|
|
—
|
|
|
52,244
|
|
|
|
|||
End of period
|
$
|
57,525
|
|
|
$
|
—
|
|
|
$
|
57,525
|
|
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
10,421
|
|
|
$
|
—
|
|
|
$
|
10,421
|
|
|
|
Cash paid for income taxes, net
|
$
|
2,081
|
|
|
$
|
—
|
|
|
$
|
2,081
|
|
|
|
Unpaid purchases of property and equipment included in accounts payable
|
$
|
132
|
|
|
$
|
—
|
|
|
$
|
132
|
|
|
|
|
2019
|
||||||||||
|
Employee Costs
|
|
Facility Exit and Other Costs
|
|
Total
|
||||||
Electrical Systems
|
$
|
1,820
|
|
|
$
|
339
|
|
|
$
|
2,159
|
|
Global Seating
|
489
|
|
|
—
|
|
|
489
|
|
|||
Corporate
|
310
|
|
|
—
|
|
|
310
|
|
|||
Total
|
$
|
2,619
|
|
|
$
|
339
|
|
|
$
|
2,958
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
A.
|
Directors of the Registrant
|
Name
|
|
Age
|
|
|
Principal Position(s)
|
Robert C. Griffin
|
|
72
|
|
|
Chairman and Director
|
Patrick E. Miller
|
|
52
|
|
|
President, Chief Executive Officer and Director
|
Harold C. Bevis
|
|
60
|
|
|
Director
|
Roger L. Fix
|
|
65
|
|
|
Director
|
Wayne M. Rancourt
|
|
57
|
|
|
Director
|
Janice E. Stipp
|
|
60
|
|
|
Director
|
B.
|
Executive Officers
|
C.
|
Section 16(a) Beneficial Ownership Reporting Compliance and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Number of Securities to be
Issued upon Exercise of
Outstanding Options,
Warrants and Rights
|
|
Weighted-average
Exercise Price of
Outstanding
Options, Warrants
and Rights
|
|
Number of
Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
|
||||
2014 Equity Incentive Plan approved by security holders
|
—
|
|
|
$
|
—
|
|
|
2,067,434
|
|
Item 13
|
Certain Relationships, Related Transactions and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits, Financial Statements Schedules
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance - Beginning of the year
|
$
|
5,139
|
|
|
$
|
5,242
|
|
|
$
|
3,881
|
|
Provisions
|
6,861
|
|
|
7,327
|
|
|
5,488
|
|
|||
Utilizations
|
(7,357
|
)
|
|
(7,392
|
)
|
|
(4,264
|
)
|
|||
Currency translation adjustment
|
(9
|
)
|
|
(38
|
)
|
|
137
|
|
|||
Balance - End of the year
|
$
|
4,634
|
|
|
$
|
5,139
|
|
|
$
|
5,242
|
|
|
2019
|
|
2018
|
|
2017
|
|||||
Balance - Beginning of the year
|
14,665
|
|
|
$
|
15,021
|
|
|
$
|
12,546
|
|
Provisions
|
706
|
|
|
874
|
|
|
2,506
|
|
||
Utilizations
|
(3,379
|
)
|
|
(1,230
|
)
|
|
(31
|
)
|
||
Balance - End of the year
|
11,992
|
|
|
$
|
14,665
|
|
|
$
|
15,021
|
|
(2)
|
LIST OF EXHIBITS
|
Exhibit No.
|
|
Description
|
|
|
|
|
Asset Purchase Agreement, dated as of January 28, 2011, by and among CVG Alabama LLC and Bostrom Seating, Inc., (incorporated by reference to the Company’s annual report on Form 10-K (File No. 000-34365), filed on March 15, 2011).
|
|
|
|
|
|
Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No. 000-50890), filed on September 17, 2004).
|
|
|
|
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated as of May 12, 2011 (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on May 13, 2011).
|
|
|
|
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated as of May 15, 2015 (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on May 15, 2015).
|
|
|
|
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated as of May 17, 2018 (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on May 18, 2018).
|
|
|
|
|
|
Amended and Restated By-laws of the Company (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No. 000-50890), filed on September 17, 2004).
|
|
|
|
|
|
Certificate of Designations of Series A Preferred Stock (included as Exhibit A to the Rights Agreement incorporated by reference to Exhibit 4.8) (incorporated by reference to the Company’s current report on Form 8-K (File No. 000-50890), filed on May 22, 2009.
|
|
|
|
|
|
Registration Rights Agreement, dated July 6, 2005, among the Company, the subsidiary guarantors party thereto and the purchasers named therein (incorporated herein by reference to the Company’s current report on Form 8-K (File No. 000-50890), filed on July 8, 2005).
|
|
|
|
|
|
Commercial Vehicle Group, Inc. Rights Agreement, dated as of May 21, 2009, by and between the Company and Computershare Trust Company, N.A. (incorporated by reference to the Company’s current report on Form 8-K (File No. 000-50890), filed on May 22, 2009).
|
|
|
|
|
|
Form of Rights Certificate (included as Exhibit B to the Rights Agreement) (incorporated by reference to the Company’s current report on Form 8-K (File No. 000-50890), filed on May 22, 2009).
|
|
|
|
|
|
Form of Summary of Rights to Purchase (included as Exhibit C to the Rights Agreement) (incorporated by reference to the Company’s current report on Form 8-K (File No. 000-50890), filed on May 22, 2009).
|
|
|
|
|
|
Commercial Vehicle Group, Inc. Amendment No. 1 to Rights Agreement, dated as of March 9, 2011, by and between the Company and Computershare Trust Company, N.A. (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on March 9, 2011).
|
|
|
|
|
|
Form of Certificate of Common Stock of the Company (incorporated by reference to the Company’s registration statement on Form S-1/A (File No. 333-115708), filed August 3, 2004).
|
|
|
|
|
|
Amended and Restated Loan and Security Agreement, dated as of April 26, 2011, by and among the Company, certain of the Company’s subsidiaries, as borrowers, and Bank of America, N.A. as agent and lender (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on April 28, 2011.
|
|
|
|
|
|
Second Amended and Restated Loan and Security Agreement, dated as of November 15, 2013, by and among the Company, certain of the Company’s subsidiaries, as borrowers, and Bank of America, N.A. as agent and lender, (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on November 21, 2013).
|
|
|
|
|
|
Third Amended and Restated Loan and Security Agreement, dated as of April 12, 2017, by and among the Company, certain of the Company’s subsidiaries, as borrowers, and Bank of America, N.A. as agent and other lender parties thereto (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on April 13, 2017).
|
|
|
|
|
|
Term Loan Agreement, dated as of April 12, 2017, by and among the Company, Bank of America, N.A., as administrative agent, and other lender parties thereto (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on April 13, 2017).
|
|
|
|
|
|
Description of Securities.
|
Exhibit No.
|
|
Description
|
|
|
|
|
Commercial Vehicle Group, Inc. Fourth Amended and Restated Equity Incentive Plan (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on May 13, 2011).
|
|
|
|
|
|
Commercial Vehicle Group, Inc. 2014 Equity Incentive Plan (incorporated by reference from the Company proxy statement on Form Schedule 14A (File No. 001-34365), filed on April 11, 2014).
|
|
|
|
|
|
Amended and Restated Commercial Vehicle Group, Inc. 2014 Equity Incentive Plan (incorporated by reference from the Company's current report on Form 8-K (File No. 001-34365), filed on May 17, 2017).
|
|
|
|
|
|
Commercial Vehicle Group, Inc. 2017 Annual Incentive Plan (incorporated by reference from the Company current report on Form 10-Q (File No. 001-34365), filed on May 5, 2017).
|
|
|
|
|
|
Commercial Vehicle Group, Inc. Annual Incentive Plan (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on March 14, 2018).
|
|
|
|
|
|
Registration Agreement, dated October 5, 2000, by and among Bostrom Holding, Inc. and the investors listed on Schedule A attached thereto (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-115708), filed on May 21, 2004).
|
|
|
|
|
|
Joinder to the Registration Agreement, dated as of May 20, 2004, by and among Commercial Vehicle Group, Inc. and the prior stockholders of Trim Systems (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No. 000-50890), filed on September 17, 2004).
|
|
|
|
|
|
Assignment and Assumption Agreement, dated as of June 1, 2004, between Mayflower Vehicle Systems PLC and Mayflower Vehicle Systems, Inc. (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-125626), filed on June 8, 2005).
|
|
|
|
|
|
Form of Cash Performance Award pursuant to the Commercial Vehicle Group, Inc. Fourth Amended and Restated Equity Incentive Plan (incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-34365), filed on March 11, 2013).
|
|
|
|
|
|
Form of Restricted Stock Agreement pursuant to the Commercial Vehicle Group, Inc. 2014 Equity Incentive Plan (incorporated by reference from the Company quarterly report on Form 10-Q (File No. 001-34365), filed on November 7, 2014).
|
|
|
|
|
|
Offer letter, dated September 27, 2013, to C. Timothy Trenary (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on September 30, 2013).
|
|
|
|
|
|
Change in Control & Non-Competition Agreement dated January 23, 2014 with C. Timothy Trenary (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on January 24, 2014).
|
|
|
|
|
|
Amended and Restated Deferred Compensation Plan dated November 5, 2008 (incorporated by reference to the Company’s annual report on Form 10-K (File No. 000-50890), filed on March 16, 2009).
|
|
|
|
|
|
Form of indemnification agreement with directors and executive officers (incorporated by reference to the Company’s annual report on Form 10-K (File No. 000-50890), filed on March 14, 2008).
|
|
|
|
|
|
Change in Control & Non-Competition Agreement dated October 24, 2014 with Patrick Miller (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on October 28, 2014).
|
|
|
|
|
|
Employment Agreement, dated as of March 22, 2016, between the Company and Patrick E. Miller (incorporated by reference to the company’s current report on form 8-K (File No. 001-34365), filed on March 24, 2016).
|
|
|
|
|
Change in Control & Non-Competition Agreement dated October 24, 2014 with Stacie Fleming (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on October 28, 2014).
|
|
|
|
|
|
Change in Control & Non-Competition Agreement dated February 1, 2016 with Dale McKillop (incorporated by reference to the Company's Annual Report on Form 10-K (File No. 001-34365), filed on March 12, 2018).
|
|
|
|
|
|
Retention Bonus Agreement between the Company and Mr. Trenary effective March 22, 2016 (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No. 001-34365), filed on August 3, 2016).
|
|
|
|
|
|
Offer letter, dated May 25, 2017, to Douglas Bowen.
|
|
|
|
|
|
Change in Control & Non-Competition Agreement dated November 7, 2017 with Douglas Bowen.
|
Exhibit No.
|
|
Description
|
|
Subsidiaries of Commercial Vehicle Group, Inc.
|
|
|
|
|
|
Consent of KPMG LLP.
|
|
|
|
|
|
302 Certification by Patrick E. Miller, President and Chief Executive Officer.
|
|
|
|
|
|
302 Certification by C. Timothy Trenary, Executive Vice President and Chief Financial Officer.
|
|
|
|
|
|
906 Certification by Patrick E. Miller pursuant to 18 U.S.C. Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
906 Certification by C. Timothy Trenary pursuant to 18 U.S.C. Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Schema Document
|
|
|
|
101.CAL
|
|
XBRL Calculation Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Presentation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Definition Linkbase Document
|
*
|
Management contract or compensatory plan or arrangement required to be filed as an exhibit to this annual report on Form 10-K.
|
**
|
The schedules and exhibits to the Asset Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S—K. The Company will furnish supplementally a copy of any such omitted schedules or exhibits to the SEC upon request.
|
|
|
COMMERCIAL VEHICLE GROUP, INC.
|
|
|
|
By:
|
/s/ Patrick E. Miller
|
|
Patrick E. Miller
|
|
President and Chief Executive Officer
|
|
|
|
Signature
|
|
Title
|
|
|
|
/s/ Robert C. Griffin
|
|
Chairman and Director
|
Robert C. Griffin
|
|
|
|
|
|
/s/ Patrick E. Miller
|
|
President, Chief Executive Officer
|
Patrick E. Miller
|
|
(Principal Executive Officer) and Director
|
|
|
|
/s/ Harold C. Bevis
|
|
Director
|
Harold C. Bevis
|
|
|
|
|
|
/s/ Roger L. Fix
|
|
Director
|
Roger L. Fix
|
|
|
|
|
|
/s/ Wayne M. Rancourt
|
|
Director
|
Wayne M. Rancourt
|
|
|
|
|
|
/s/ Janice E. Stipp
|
|
Director
|
Janice E. Stipp
|
|
|
|
|
|
/s/ C. Timothy Trenary
|
|
Chief Financial Officer
|
C. Timothy Trenary
|
|
(Principal Financial Officer)
|
|
|
|
/s/ Stacie N. Fleming
|
|
Chief Accounting Officer
|
Stacie N. Fleming
|
|
(Principal Accounting Officer)
|
•
|
prior to such time, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
|
•
|
upon consummation of the transaction which resulted in the stockholder becoming an “interested stockholder,” the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding specified shares); or
|
•
|
on or subsequent to such time, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock not owned by the interested stockholder.
|
•
|
any person that is the owner of 15% or more of the outstanding voting stock of the corporation, or is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within three years immediately prior to the date of determination; and
|
•
|
the affiliates and associates of any such person.
|
Job Title
|
Senior Vice President and Managing Director – Global Construction, Agriculture & Military Markets.
|
Salary
|
$265,000 if annualized, payable bi-weekly in accordance with the Company’s standard payroll processes.
|
Relocation
|
To support your relocation to the central Ohio market, the Company will arrange for up to 90 days of furnished temporary housing in the Columbus area.
|
Incentive
|
As soon as administratively feasible following 30 days of employment, you will be granted a restricted stock award valued at $50,000, pursuant to the terms of the Company’s Equity Incentive Plan. One third of these shares will vest on October 20, 2017 and the balance will vest ratably on October 20, 2018 and October 20, 2019. The terms and conditions of the award shall be governed in all respects by the definitive documentation related to the grant of such award.
|
Annual Bonus
|
You will be eligible for an annual discretionary award targeted at 50% of your base compensation, pro-rated for 2017 based on your start date.
|
Incentives
|
You will be eligible to receive equity and other long-term incentive awards under any applicable plan adopted by the Company during your employment term for which similarly situated employees are generally eligible. The level of participation in any such plan shall be determined at the sole discretion of the Board from time to time, but will be no less than 50% of your base salary for 2017.
|
Vacation
|
Four weeks per calendar year, pro-rated for 2017 at 13.33 hours per month.
|
Holidays
|
Ten days, in accordance with annual observation calendar, which typically includes New Year’s Day, Spring Break (Good Friday), Memorial Day, Independence Day, Labor Day, Thanksgiving (2 days), Christmas Eve, Christmas Day and New Year’s Eve.
|
Group Benefits
|
Hospital/Surgical/Medical, Dental and Vision insurance is available for you and your eligible dependents. Coverage is effective on the first day of the month following your date of hire. A bi-weekly payroll deduction will apply based on the type of coverage you select.
|
Ownership
|
Pursuant to the Company’s Stock Ownership Guidelines, Section 16 Officers are expected to own and hold shares of the Company’s common stock with a Value (as defined in the Stock Ownership Policy) equal to two times base salary. Covered executives do not have a timeframe to achieve compliance but are unable to trade CVG securities until compliance is achieved, other than the surrender of shares as needed to satisfy tax withholding obligations on vested stock awards.
|
Conditional
|
This offer is contingent upon you successfully passing a pre-employment background check, reference check, and drug screen.
|
A.
|
The Company is engaged in the business of developing, manufacturing, and marketing of interior systems, vision safety solutions and other cab-related related products for the global commercial vehicle market, including the heavy-duty (Class 8) truck market, the construction market and other specialized transportation markets and in connection therewith develops and uses valuable technical and nontechnical trade secrets and other confidential information which it desires to protect.
|
B.
|
You will continue to be employed as an officer or key employee of the Company.
|
C.
|
The Company considers your continued services to be in the best interest of the Company and desires, through this Agreement, to assure your continued services on behalf of the Company on an objective and impartial basis and without distraction or conflict of interest in the event of an attempt to obtain control of the Company.
|
D.
|
You are willing to remain in the employ of the Company on the terms set forth in this agreement.
|
1.
|
Consideration. As consideration for your entering into this Agreement and your willingness to remain bound by its terms, the Company shall continue to employ you and provide you with access to certain Confidential Information as defined in this Agreement and other valuable consideration as provided for throughout this Agreement, including in Sections 3 and 4 of this Agreement.
|
2.
|
Employment
|
a)
|
Position. You will continue to be employed as Senior Vice President and Managing Director of Global Construction, Agriculture & Military, reporting to the President and Chief Executive Officer of the Company. You shall continue to perform the duties, undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by persons employed in similar executive capacities.
|
b)
|
Restricted Employment. While employed by the Company, you shall devote your best efforts to the business of the Company and shall not engage in any outside employment or consulting work without first securing the approval of the Company’s Board of Directors. Furthermore, so long as you are employed under this Agreement, you agree to devote your full time and efforts exclusively on behalf of the Company and to competently, diligently, and effectively discharge your duties hereunder. You shall not be prohibited from engaging in such personal, charitable, or other non-employment activities that do not interfere with your full time employment hereunder and which do not violate the other provisions of this Agreement. You further agree to comply fully with all policies and practices of the Company as are from time to time in effect.
|
3.
|
Compensation
|
a)
|
Your compensation will be continued at your current annual base rate (“Basic Salary), payable in accordance with the normal payroll practices of the Company. Your base salary may be increased from time to time by action of the Board of Directors of the Company. You will also be eligible for a cash bonus under a performance bonus plan which is determined annually by the Board of Directors of the Company.
|
b)
|
You will be entitled to receive equity and other long term incentive awards (including but not limited to stock awards) pursuant to the terms of the Company’s Equity Incentive Plan or other plan adopted by the Board of Directors of the Company from time to time. If a “Change in Control,” as defined in Section 8(e)(v) shall occur (i) in which the Company does not survive as a result of such Change in Control, or substantially all of the assets of the Company are sold as a result of such Change in Control, and (ii) in which the surviving entity does not assume the obligations of your outstanding stock options upon the Change in Control, then all outstanding stock options and restricted stock issued to you prior to the Change in Control will be immediately vested upon such Change of Control and such options will be exercisable for a period of at least 12 months from the date of the Change in Control, but, in no event, following the expiration date of the term of such stock options.
|
c)
|
Subject to applicable Company policies, you will be reimbursed for necessary and reasonable business expenses incurred in connection with the performance of your duties hereunder or for prompting, pursuing or otherwise furthering the business or interest of the Company.
|
4.
|
Fringe Benefits. You will be entitled to receive employee benefits and participate in any employee benefit plans, in accordance with their terms as from time to time amended, that the Company maintains during your employment and which are made generally available to all other executive management employees in like positions. This includes medical and dental insurance, life insurance, disability insurance, supplemental medical insurance and 401(k) plan including all executive benefits as approved by the Board of Directors’ Compensation Committee.
|
5.
|
Confidential Information
|
a)
|
As used throughout this Agreement, the term “Confidential Information” means any information you acquire during employment by the Company (including information you conceive, discover or develop) which is not readily available to the general public and which relates to the business, including research and development projects, of the Company, its subsidiaries or its affiliated companies.
|
b)
|
Confidential Information includes, without limitation, information of a technical nature (such as trade secrets, inventions, discoveries, product requirements, designs, software codes and manufacturing methods), matters of a business nature (such as customer lists, the identities of customer contacts, information about customer requirements and preferences, the terms of the Company’s contracts with its customers and suppliers, and the Company’s costs and prices), personnel information (such as the identities, duties, customer contacts, and skills of the Company’s employees) and other financial information relating to the Company and its customers (including credit terms, methods of conducting business, computer systems, computer software, personnel data, and strategic marketing, sales or other business plans.) Confidential Information may or may not be patentable.
|
c)
|
Confidential Information does not include information which you learned prior to employment with the Company from sources other than the Company, information you develop after employment from sources other than the Company’s Confidential Information or information which is readily available to persons with equivalent skills, training and experience in the same fields or fields of endeavor as you. You must presume that all information that is disclosed or made accessible to you during employment by the Company is Confidential Information if you have a reasonable basis to believe the information is Confidential Information or if you have notice that the Company treats the information as Confidential Information.
|
d)
|
Except in conducting the Company’s business, you shall not at any time, either during or following your employment with the Company, make use of, or disclose to any other person or entity, any Confidential Information unless (i) the specific information becomes public from a source other than you or another person or entity that owes a duty of confidentiality to the Company and (ii) twelve months have passed since the specific information became public. However, you may discuss Confidential Information with employees of the Company when necessary to perform your duties to the Company. Notwithstanding the foregoing, if you are ordered by a court of competent jurisdiction to disclose Confidential Information, you will officially advise the Court that you are under a duty of confidentiality to the Company hereunder, take reasonable steps to delay disclosure until the Company may be heard by the Court, give the Company prompt notice of such Court order, and if ordered to disclose such Confidential Information you shall seek to do so under seal or in camera or in such other manner as reasonably designed to restrict the public disclosure and maintain the maximum confidentiality of such Confidential Information.
|
e)
|
Upon Employment Separation, you shall deliver to the Company all originals, copies, notes, documents, computer data bases, disks, and CDs, or records of any kind that reflect or relate to any Confidential Information. As used herein, the term “notes” means written or printed words, symbols, pictures, numbers or formulae. As used throughout this Agreement, the term “Employment Separation” means the separation from and/or termination of your employment with the Company, regardless of the time, manner or cause of such separation or termination.
|
6.
|
Inventions.
|
a)
|
As used throughout this Agreement, the term “Inventions” means any inventions, improvements, designs, plans, discoveries or innovations of a technical or business nature, whether patentable or not, relating in any way to the Company’s business or contemplated business if the Invention is conceived or reduced to practice by you during your employment by the Company. Inventions include all data, records, physical embodiments and intellectual property pertaining thereto. Inventions reduced to practice within one year following Employment Separation shall be presumed to have been conceived during employment.
|
b)
|
Inventions are the Company’s exclusive property and shall be promptly disclosed and assigned to the Company without additional compensation of any kind. If requested by the Company, you, your heirs, your executors, your administrators or legal representative will provide any information, documents, testimony or other assistance needed for the Company to acquire, maintain, perfect or exercise any form of legal protection that the Company desires in connection with and Invention.
|
c)
|
Upon Employment Separation, you shall deliver to the Company all copies of and all notes with respect to all documents or records of any king that relate to any Inventions.
|
7.
|
Non-competition and Non-solicitation.
|
a)
|
By entering into this Agreement, you acknowledge that the Confidential Information has been and will be developed and acquired by the Company by means of substantial expense and effort, that the Confidential Information is a valuable asset of the Company’s business, that the disclosure of the Confidential Information to any of the Company’s competitors would cause substantial and irreparable injury to the Company’s business, and that any customers of the Company developed by you or others during your employment are developed on behalf of the Company. You further acknowledge that you have been provided with access to Confidential Information, including Confidential Information concerning the Company’s major customers, and its technical, marketing and business plans, disclosure or misuse of which would irreparably injure the Company.
|
b)
|
In exchange for the consideration specified in Section 1 of this Agreement — the adequacy of which you expressly acknowledge — you agree that during your employment by the Company and for a period of twelve (12) months following Employment Separation, you shall not, directly or indirectly, as an owner, shareholder, officer, employee, manager, consultant, independent contractor, or otherwise:
|
(i)
|
Attempt to recruit or hire, interfere with or harm, or attempt to interfere with or harm, the relationship of the Company, its subsidiaries or affiliates, with any person who is an employee, customer or supplier of the Company, its subsidiaries or affiliates;
|
(ii)
|
Contact any employee of the Company for the purpose of discussion or suggesting that such employee resign form employment with the Company for the purpose of becoming employed elsewhere or provide information about individual employees of the Company or personnel policies or procedures of the Company to any person
|
(iii)
|
Own, manage, operate, join control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that competes or plans to compete, directly or indirectly, with the Company, its products, or any division, subsidiary or affiliate of the Company; provided, however, that your “beneficial ownership,” either individually or as a member of a “group” as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of not more than two percent (2%) of the voting stock of any publicly held corporation, shall not be a violation of this Agreement.
|
8.
|
Termination of Employment
|
a)
|
Termination Upon Death or Disability. Your employment will terminate automatically upon your death. The Company will be entitled to terminate your employment because of your disability upon 30 days written notice. “Disability” will mean “total disability” as defined in the Company’s long term disability plan or any successor thereto. In the event of a termination under this Section, 8 (a), the Company will pay you the earned but unpaid portion of your Basic Salary through the termination date. Additionally, you will be entitled to any Annual Bonus earned with respect to the previous calendar year, but unpaid as of the employment termination date; and a prorated amount of the Annual Bonus for the calendar year in which the termination occurs, calculated by multiplying the Annual Bonus that the Executive would have received for such year had Executive’s employment continued through the end of such calendar year by a fraction, the numerator of which is the number of days the Executive was employed during the applicable year and the denominator of which is 365.
|
b)
|
Termination by Company for Cause. An Employment Separation for Cause will occur upon a determination by the Company that “Cause” exists for your termination and the Company serves you written notice of such termination. As used in this Agreement, the term “Cause” shall refer only to any one or more of the following grounds:
|
(i)
|
Commission of an act of dishonesty involving the Company, its business or property, including, but not limited to, misappropriation of funds or any property of the Company;
|
(ii)
|
Engagement in activities or conduct clearly injurious to the best interest or reputation of the Company;
|
(iii)
|
Willful and continued failure substantially to perform your duties under this Agreement (other than as a result of physical or mental illness or injury), after the Board of Directors of the Company delivers to you a written demand for substantial performance that specifically identifies the manner in which the Board believes that you have not substantially performed your duties;
|
(iv)
|
Illegal conduct or gross misconduct that is willful and results in material and demonstrable damage to the business or reputation of the Company;
|
(v)
|
The clear and willful violation of any of the material terms and conditions of this Agreement or any other written agreement or agreements you may from time to time have with the Company;
|
(vi)
|
The clear and willful violation of the Company’s code of business conduct or the clear violation of any other rules of behavior as may be provided in any employee handbook which would be grounds for dismissal of any employee of the Company or;
|
(vii)
|
Commission of a crime which is a felony, a misdemeanor involving an act of moral turpitude, or a misdemeanor committed in connection with your employment by the Company which causes the Company a substantial detriment.
|
(viii)
|
No act or failure to shall be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interests of the Company. Any act or failure to act that is based upon authority given pursuant to a resolution duly adopted by the Board of Directors, or the advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by you in the good faith and in the best interest of the Company.
|
(ix)
|
In the event of a termination under this Section 8 (b), the Company will pay you only the earned but unpaid portion of your Basic Salary through the termination date.
|
(x)
|
Following a termination for Cause by the Company, if you desire to contest such determination, your sole remedy will be to submit the Company’s determination of Cause to arbitration in Columbus, Ohio before a single arbitrator under the commercial arbitration rules of the American Arbitration Association. If the arbitrator determines that the termination was other than for Cause, the Company’s sole liability to you will be the amount that would be payable to you under Section 8.d) of this Agreement for a termination of your employment by the Company without Cause. Each party will bear his or its own expenses of the arbitration.
|
c)
|
Termination by You. In the event of an Employment Separation as a result of a termination by your for any reason, you must provide the Company with a least 14 days advance written notice (“Notice of Termination”) and continue working for the Company during the 14-day notice period, but only if the Company so desires to continue your employment and to compensate you during such period.
|
d)
|
Termination by Company Without Cause. In the event of an Employment Separation as a result of termination by the Company without Cause, the Company will pay you the earned but unpaid
|
e)
|
Termination Following Change of Control. If a “Change in Control” as defined in Section 8 (e) (v), shall have occurred and within 13 months following such Change in Control the Company terminates your employment other than for Cause, as defined in Section 8 (b), or you terminate your employment for Good Reason, as that term is defined in Section 8(e) (vi), then you shall be entitled to the benefits described below:
|
(i)
|
You shall be entitled to the unpaid portion Basic Salary plus credit for any vacation accrued but not taken and the amount of any earned but unpaid portion of any bonus, incentive compensation, or any other Fringe Benefit to which you are entitled under this Agreement through the date of the termination as a result of a Change in Control (the “Unpaid Earned Compensation”), plus 1.0 times your “Current Annual Compensation” as defined in this Section 8e (i) (the “Salary Termination Benefit”). “Current Annual Compensation” shall mean the total of your Basic Salary in effect at the Termination Date, plus the average annual performance bonus actually received by you over the last three years fiscal years (or if you have been employed for a shorter period of time over such period during which you performed services for the Company) plus any medical, financial and insurance coverage provided presently under your current annual compensation plan, and shall not include the value of any stock options granted or exercised, restricted stock awards granted or vested, contributions to 401 (k) or other qualified plans.”
|
(ii)
|
Immediate vesting of all outstanding stock options and restricted stock awards issued to you, and thereafter shall be exercisable for a period of at least 12 months after the Termination Date but, in no event following the expiration date of eh term of such options.
|
(iii)
|
The Company shall maintain for your benefit (or at your election make COBRA payments for your benefit), until the earlier of (A) 12 months after termination of employment following a Change in Control, or (B) your commencement of full-time employment with a new employer with comparable benefits, all life insurance, medical, health and accident, and disability plans or programs, such plans or programs to be maintained at the then current standards of the Company, in which you shall have been entitled to participate prior to termination of employment
|
(iv)
|
The Unpaid Earned Compensation shall be paid to you within 15 days after termination of employment, one-half of the Salary Termination Benefit shall be payable to you as severance pay in a lump sum payment within 30 days after termination of employment, and one-half of the Salary Termination Benefit shall be payable to you as severance pay in equal monthly payments commencing 30 days after termination of employment and ending on the date that is the earlier of two and one-half months after the end of the Company’s fiscal year in which termination occurred or your death; provided, however, the Company may immediately discontinue the payment of the Termination Benefits if (i) you are in violation of any of your obligations under this Agreement, including in Sections 5, 6 or 7; and/or (ii) the Company, after your termination, learns of any facts about your job performance or conduct that would have given the Company Cause as defined in Section 8 (b) to terminate your employment. You shall have no duty to mitigate your damages by seeking other employment, and the Company shall not be entitled to set off against amounts payable hereunder any compensation which you may receive from future employment. To the extent necessary, the parties hereto agree to negotiate in good faith should any amendment to this Agreement required in order to comply with Section 409A of the Code, provided, however, no amendment shall be effected after the occurrence of a Change in Control.
|
(v)
|
A “Change in Control” shall be deemed to have occurred if and when, after the date hereof, (i) any “person” (as that term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on the date hereof), including any “group” as such term is used in Section 13(d)(3) of the Exchange Act on the date hereof, shall acquire (or disclose the previous acquisition of) beneficial ownership (as that term is defined in Section 13(d) of the Exchange Act and the rules thereunder on the date hereof) of shares of the outstanding stock of any class or classes of the Company which results in such person or group possessing more than 50% of the total voting power of the Company’s outstanding voting securities ordinarily having the right to vote for the election of directors of the Company; or (ii) as the result of, or in connection with, any tender or exchange offer, merger or other business combination, or contested election, or any combination of the foregoing transactions (a “Transaction”), the owners of the voting shares of the Company outstanding immediately prior to such Transaction own less than a majority of the voting shares of the Company after the Transaction; or (iii) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Company (or who take office following the approval of a majority of the directors then in office who were directors at the beginning of the period) cease for any reason to constitute at least one-half thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors of the Company representing at least one-half of the directors then in
|
(vi)
|
As used in this Agreement, the term “Good Reason” means without your written consent:
|
(A)
|
a material change in our status, position or responsibilities which, in your reasonable judgment, does not represent a promotion from your existing status, position or responsibilities as in effect immediately prior to the Change in Control; the assignment of any duties or responsibilities or the removal or termination of duties or responsibilities (except in connection with the termination of employment for total and permanent disability, death, or Cause, or by you other than for Good Reason), which, in your reasonable judgment, are materially inconsistent with such status, position or responsibilities;
|
(B)
|
a reduction by the Company in your Basic Salary as in effect on the date hereof or as the same may be increased from time to time during the term of this Agreement or the Company’s failure to increase (within twelve months of your last increase in Basic Salary) your Basic Salary after a Change in Control in an amount which at least equals, on a percentage basis, the average percentage increase in Basic Salary for all executive and senior officers of the Company, in like position, which were effected in the preceding twelve months;
|
(C)
|
the relocation of the Company’s principal executive office to a location outside the greater Columbus metropolitan area or the relocation of you by the Company to any place other than the location at which you performed duties prior to a Change in Control, except for required travel on the Company’s business to an extent consistent with business travel obligations at the time of a Change in Control;
|
(D)
|
the failure of the Company to continue in effect, or continue or materially reduce your participation in, any incentive, bonus or other compensation plan in which you participate, including but not limited to the Company’s stock option plans, unless an equitable arrangement (embodied in ongoing substitute or alternative plan), has been made or offered with respect to such plan in connection with the Change in Control;
|
(E)
|
the failure by the company to continue to provide you with benefits substantially similar to those enjoyed or to which you are entitled under any of the Company’s deferred compensation, pension, profit sharing, life insurance, medical, dental, health and accident, or disability plans at the time of a Change in Control, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive you of any material fringe benefit enjoyed or to which you are entitled at the time of the Change in Control, or the failure by the Company to provide the number of paid vacation and sick leave days to which you are entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy in effect on the date hereof;
|
(F)
|
the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement;
|
(G)
|
any request by the Company that you participate in an unlawful act or take any action constituting a breach of your professional standard of conduct; or
|
(H)
|
any breach of the Agreement on the part of the Company, Notwithstanding anything in this Section to the contrary, your right to terminate your employment pursuant to this Section shall not be affected by incapacity due to physical or mental illness.
|
(vii)
|
Upon any termination or expiration of the Agreement or any cessation of your employment hereunder, the Company shall have no further obligations under this Agreement and no further payments shall be payable by the Company to you, except as provided in Section 8 above and except as required under any benefit plans or arrangements maintained by the Company and applicable to you at the time of such termination, expiration or cessation of your employment.
|
(viii)
|
Enforcement of Agreement. The Company is aware that upon the occurrence of a Change in Control, the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute litigation seeking to have this Agreement declared unenforceable, or may take or attempt to take other action to deny you the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. Accordingly, if following a Change in Control it should appear to you that the Company has failed to comply with any of its obligations under Section 8 of this Agreement or in the event that the Company or any other person takes any action to declare Section 8 of this Agreement void or enforceable , or institutes any litigation or other legal action designed to deny, diminish or to recover from you the benefits entitled to be provided to you under Section 8, and that you have complied with all your obligations under this Agreement, the Company authorizes
|
f)
|
The non-competition periods described in Section 7 of this Agreement shall be suspended while you engage in any activities in breach of this Agreement. In the event that a court grants injunctive relief to the Company for your failure to comply with Section 7, the noncompetition period shall begin again on the date such injunctive relief is granted.
|
g)
|
Nothing contained in this Section 8 shall be construed as limiting your obligations under Sections 5, 6 or 7 of this Agreement concerning Confidential Information, Inventions, or Non-competition and Non-solicitation.
|
9.
|
Remedies; Venue; Process.
|
a)
|
You hereby acknowledge and agree that the Confidential Information disclosed to you prior to and during the term of this Agreement is of a special, unique and extraordinary character, and that any breach of this Agreement will cause the Company irreparable injury and damage, and consequently the Company shall be entitled, in addition to all other legal and equitable remedies available to it, to injunctive and any other equitable relief to prevent or cease a breach of Sections 5, 6 or 7 of this Agreement without further proof of harm and entitlement; that the terms of this Agreement, if enforced by the Company, will not unduly impair your ability to earn a living or pursue your vocation; and further, that the Company may cease paying any compensation and benefits under Section 8 if you fail to comply with this Agreement, without restricting the Company from other legal and equitable remedies. The parties agree that the prevailing party in litigation concerning a breach of this Agreement shall be entitled to all costs and expenses (including reasonable legal fees and expenses) which it incurs in successfully enforcing this Agreement and in prosecuting or defending any litigation (including appellate proceedings) concerning a breach of this Agreement.
|
b)
|
Except for actions brought under Section 8 (b) of this Agreement, the parties agree that jurisdiction and venue in any action brought pursuant to this Agreement to enforce its terms or otherwise with
|
10.
|
Exit Interview. Prior to Employment Separation, you shall attend an exit interview if desired by the Company and shall, in any event, inform the Company at the earliest possible time of the identify of your future employer and of the nature of your future employment.
|
11.
|
No Waiver. Any failure by the Company to enforce any provision of the Agreement shall not in any way affect the Company’s right to enforce such provision or any other provision at a later time.
|
12.
|
Saving. If any provision of this Agreement is later found to be completely or partially unenforceable, the remaining part of that provision of any other provision of this Agreement shall still be valid and shall not in any way be affected by the finding. Moreover, if any provision is for any reason held to be unreasonably broad as to time, duration, geographical scope, activity or subject, such provision shall be interpreted and enforced by limiting and reducing it to preserve enforceability to the maximum extent permitted by law.
|
13.
|
No Limitation. You acknowledge that your employment by the Company may be terminated at any time by the Company or by you with or without cause in accordance with the terms of this Agreement. This Agreement is in addition to and not in place of other obligations of trust, confidence and ethical duty imposed on you by law.
|
14.
|
Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Ohio without reference to its choice of law rules.
|
15.
|
Final Agreement. This Agreement replaces any existing agreement between you and the Company relating to the same subject matter and may be modified only by an agreement in writing signed by both you and a duly authorized representative of the Company.
|
16.
|
Further Acknowledgements. YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED A COPY OF THIS AGREEMENT, THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT AFFECTS YOUR RIGHTS, AND THAT YOU HAVE ENTERED INTO THIS AGREEEMENT VOLUNTARILY.
|
17.
|
Code of Section 409A Compliance
|
a)
|
The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest
|
b)
|
An “Employment Separation: shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following an Employment Separation unless such Employment Separation is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to an Employment Separation or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.
|
c)
|
All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year.
|
d)
|
For purpose of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days”), the actual date of payment within the specified period shall be within the sole discretion of the Company.
|
e)
|
In no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise.”
|
|
|
|
EXHIBIT 21.1
|
Subsidiaries of Commercial Vehicle Group, Inc.
|
|||
|
Entity
|
|
Jurisdiction
|
|
|
|
|
1
|
C.I.E.B. Kahovec, spol. s r.o.
|
|
Czech Republic
|
2
|
Cabarrus Plastics, Inc.
|
|
North Carolina, United States
|
3
|
Comercial Vehicle Group México, S. de R.L. de C.V.
|
|
Mexico
|
4
|
Commercial Vehicle Group (Thailand) Company Limited
|
|
Thailand
|
5
|
CVG Alabama, LLC
|
|
Delaware, United States
|
6
|
CVG AR LLC
|
|
Delaware, United States
|
7
|
CVG CS LLC
|
|
Delaware, United States
|
8
|
CVG CVS Holdings, LLC
|
|
Delaware, United States
|
9
|
CVG European Holdings, LLC
|
|
Delaware, United States
|
10
|
CVG FSE, LLC
|
|
Delaware, United States
|
11
|
CVG Global S.à r.l.
|
|
Luxembourg
|
12
|
CVG International Holdings, Inc.
|
|
Barbados
|
13
|
CVG International S.à r.l.
|
|
Luxembourg
|
14
|
CVG Logistics, LLC
|
|
Delaware, United States
|
15
|
CVG Management Corporation
|
|
Delaware, United States
|
16
|
CVG Monona Wire, LLC
|
|
Iowa, United States
|
17
|
CVG Monona, LLC
|
|
Delaware, United States
|
18
|
CVG National Seating Company, LLC
|
|
Delaware, United States
|
19
|
CVG Seating (India) Private Limited
|
|
India
|
20
|
CVG Sprague Devices, LLC
|
|
Delaware, United States
|
21
|
CVG Ukraine LLC
|
|
Ukraine
|
22
|
CVG Vehicle Components (Beijing) Co., Ltd.
|
|
China
|
23
|
CVG Vehicle Components (Shanghai) Co., Ltd.
|
|
China
|
24
|
CVS Holdings Limited
|
|
United Kingdom
|
25
|
EMD Servicios, S.A. de C.V.
|
|
Mexico
|
26
|
KAB Seating Limited
|
|
United Kingdom
|
27
|
KAB Seating Pty. Ltd.
|
|
Australia
|
28
|
KAB Seating S.A.
|
|
Belgium
|
29
|
Mayflower Vehicle Systems, LLC
|
|
Delaware, United States
|
30
|
Monona (Mexico) Holdings LLC
|
|
Illinois, United States
|
31
|
MWC de México, S. de R.L. de C.V.
|
|
Mexico
|
32
|
PEKM Kabeltechnik s.r.o.
|
|
Czech Republic
|
33
|
T.S. México, S. de R.L. de C.V.
|
|
Mexico
|
34
|
Trim Systems Operating Corp.
|
|
Delaware, United States
|
35
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Trim Systems, Inc.
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Delaware, United States
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1.
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I have reviewed this Form 10-K of Commercial Vehicle Group, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Patrick E. Miller
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Patrick E. Miller
Chief Executive Officer
(Principal Executive Officer)
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1.
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I have reviewed this Form 10-K of Commercial Vehicle Group, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ C. Timothy Trenary
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C. Timothy Trenary
Chief Financial Officer
(Principal Financial Officer)
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(1)
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the Annual Report on Form 10-K for the fiscal year ended December 31, 2019 containing the financial statements of the Company (the “Periodic Report”), which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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(2)
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the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Patrick E. Miller
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Patrick E. Miller
Chief Executive Officer
(Principal Executive Officer)
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(1)
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the Annual Report on Form 10-K for the fiscal year ended December 31, 2019 containing the financial statements of the Company (the “Periodic Report”), which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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(2)
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the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ C. Timothy Trenary
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C. Timothy Trenary
Chief Financial Officer (Principal Financial Officer) |