UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 _______________________________________________________________________________________________________________________________________________________________________________________________________
FORM 10-Q
(Mark One)
 
 
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the quarterly period ended March 31, 2020
or
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from                      to                     
Commission File Number: 001-38214
 
HAMILTON BEACH BRANDS HOLDING COMPANY
 
 
 
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
DELAWARE 
 
31-1236686
 
 
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
 
 
 
 
4421 WATERFRONT DR.
GLEN ALLEN, VA
 
23060
 
 
(Address of principal executive offices)
 
(Zip code)
 
 
 
 
 
 
 
 
(804) 273-9777
 
 
 
 
(Registrant's telephone number, including area code)
 
 
 
 
 
 
 
 
 
N/A
 
 
 
 
(Former name, former address and former fiscal year, if changed since last report)
 
 

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Class A Common Stock, Par Value $0.01 Per Share
 
HBB
 
New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.             YES þ NO o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).                             YES þ NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
 
Accelerated filer þ
 
Non-accelerated filer o
 
Smaller reporting company þ
 
Emerging growth company þ

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES o NO þ

Number of shares of Class A Common Stock outstanding at July 17, 2020: 9,607,176
Number of shares of Class B Common Stock outstanding at July 17, 2020: 4,062,422
 
 
 
 
 



HAMILTON BEACH BRANDS HOLDING COMPANY
TABLE OF CONTENTS
 
 
 
 
 
Page Number
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2
 
 
 
 
 
 
 
 
 
 
3
 
 
 
 
 
 
 
 
 
 
4
 
 
 
 
 
 
 
 
 
 
5
 
 
 
 
 
 
 
 
 
 
7
 
 
 
 
 
 
 
 
 
 
8
 
 
 
 
 
 
 
 
 
24
 
 
 
 
 
 
 
 
 
29
 
 
 
 
 
 
 
 
 
29
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
31
 
 
 
 
 
 
 
 
 
31
 
 
 
 
 
 
 
 
 
31
 
 
 
 
 
 
 
 
 
31
 
 
 
 
 
 
 
 
 
31
 
 
 
 
 
 
 
 
 
32
 
 
 
 
 
 
 
 
 
32
 
 
 
 
 
 
 
 
 
 
33
 
 
 
 
 
 

1


Part I
FINANCIAL INFORMATION
Item 1. Financial Statements

HAMILTON BEACH BRANDS HOLDING COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
 
 
As Restated
 
As Restated and Recast
 
MARCH 31
2020
 
DECEMBER 31
2019
 
MARCH 31
2019
 
(In thousands)
Assets
 

 
 
 
 
Current assets
 
 
 
 
 
Cash and cash equivalents
$
2,078


$
2,142


$
1,636

Trade receivables, net
69,569


108,381


79,102

Inventory
89,986


109,806


120,707

Prepaid expenses and other current assets
16,427


11,345


17,379

Current assets of discontinued operations
324


5,383


24,692

Total current assets
178,384


237,057


243,516

Property, plant and equipment, net
22,465


22,324


20,984

Goodwill
6,253


6,253


6,253

Other intangible assets, net
2,818


3,141


4,174

Deferred income taxes
5,128


6,248


3,166

Deferred costs
11,172


10,941


8,316

Other non-current assets
2,150


2,085


2,403

Non-current assets of discontinued operations


614


4,446

Total assets
$
228,370


$
288,663


$
293,258

Liabilities and stockholders' equity








Current liabilities





Accounts payable
$
61,578


$
111,348


$
73,720

Accounts payable to NACCO Industries, Inc.
496


496


2,425

Revolving credit agreements
34,547


23,497


54,812

Accrued compensation
8,126


15,027


8,398

Accrued product returns
7,536


8,697


9,314

Other current liabilities
14,097


12,534


17,705

Current liabilities of discontinued operations
1,099


29,723


21,473

Total current liabilities
127,478


201,322


187,847

Revolving credit agreements
35,000


35,000


30,000

Other long-term liabilities
12,493


16,075


18,619

Non-current liabilities of discontinued operations




3,834

Total liabilities
174,972


252,397


240,300

Stockholders' equity








Class A Common stock
99


98


95

Class B Common stock
41


41


44

Capital in excess of par value
55,062


54,509


52,520

Treasury stock
(5,960
)

(5,960
)


Retained earnings
23,996


3,710


17,506

Accumulated other comprehensive loss
(19,842
)

(16,132
)

(17,207
)
Total stockholders' equity
53,396


36,266


52,958

Total liabilities and stockholders' equity
$
228,370


$
288,663


$
293,258


See notes to unaudited condensed consolidated financial statements.

2


HAMILTON BEACH BRANDS HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 
THREE MONTHS ENDED
MARCH 31
 
 
 
As Restated and Recast
 
2020
 
2019
 
(In thousands, except per share data)
Revenue
$
120,846


$
126,642

Cost of sales
95,806


99,940

Gross profit
25,040


26,702

Selling, general and administrative expenses
24,213


26,246

Amortization of intangible assets
324


345

Operating profit
503


111

Interest expense, net
603


663

Other expense (income), net
1,702


(197
)
Income (loss) from continuing operations before income taxes
(1,802
)

(355
)
Income tax expense (benefit)
(448
)

307

Net income (loss) from continuing operations
(1,354
)

(662
)
Income (loss) from discontinued operations, net of tax
22,866


(2,723
)
Net income (loss)
$
21,512


$
(3,385
)
 





Basic and diluted earnings (loss) per share:





Continuing operations
$
(0.10
)

$
(0.05
)
Discontinued operations
1.68


(0.20
)
Basic and diluted earnings (loss) per share
$
1.58


$
(0.25
)






Basic weighted average shares outstanding
13,625


13,786

Diluted weighted average shares outstanding
13,625


13,786


See notes to unaudited condensed consolidated financial statements.

3


HAMILTON BEACH BRANDS HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)

 
THREE MONTHS ENDED
MARCH 31
 
 
 
As Restated and Recast
 
2020
 
2019
 
(In thousands)
Net income (loss)
$
21,512


$
(3,385
)
Other comprehensive income (loss), net of tax:





Foreign currency translation adjustment
1,057


214

(Loss) gain on long-term intra-entity foreign currency transactions
(4,910
)

15

Cash flow hedging activity
(162
)

(422
)
Reclassification of hedging activities into earnings
110


2

Reclassification of pension adjustments into earnings
195


84

Total other comprehensive loss, net of tax
(3,710
)

(107
)
Comprehensive income (loss)
$
17,803


$
(3,492
)

See notes to unaudited condensed consolidated financial statements.


4



HAMILTON BEACH BRANDS HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
THREE MONTHS ENDED MARCH 31
 
 
 
As Restated and Recast
 
2020
 
2019
 
(In thousands)
Operating activities
 
 
 
Net income (loss) from continuing operations
$
(1,354
)

$
(662
)
Adjustments to reconcile net income (loss) from continuing operations to net cash used for operating activities:



Depreciation and amortization
792


1,048

Deferred income taxes
1,182


2,311

Stock compensation expense
555


807

Other
343


(31
)
Net changes in operating assets and liabilities:



Affiliate payable


9

Trade receivables
34,811


19,889

Inventory
17,047


2,263

Other assets
(5,637
)

(2,698
)
Accounts payable
(49,550
)

(45,593
)
Other liabilities
(8,231
)

(17,582
)
Net cash used for operating activities from continuing operations
(10,042
)

(40,239
)
Investing activities



Expenditures for property, plant and equipment
(625
)

(854
)
Net cash used for investing activities from continuing operations
(625
)

(854
)
Financing activities



Net additions to revolving credit agreements
11,102


38,165

Cash dividends paid
(1,226
)

(1,177
)
Net cash provided by financing activities from continuing operations
9,876


36,988

Cash flows from discontinued operations





Net cash used for operating activities from discontinued operations
(4,968
)

(9,896
)
Net cash provided by investing activities from discontinued operations
6


21

Net cash provided by financing activities from discontinued operations


9,400

Cash used for discontinued operations
(4,962
)

(475
)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
1,376


(51
)
Cash, cash equivalents and restricted cash



Increase (decrease) for the period from continuing operations
585


(4,156
)
Decrease for the period from discontinued operations
(4,962
)

(475
)
Balance at the beginning of the period
7,164


6,352

Balance at the end of the period
$
2,787


$
1,721

 
 
 
 
Reconciliation of cash, cash equivalents and restricted cash
 
 
 
Continuing operations:
 
 
 
Cash and cash equivalents
$
2,078


$
1,636

Restricted cash included in prepaid expenses and other current assets
186



Restricted cash included in other non-current assets
378



Cash and cash equivalents of discontinued operations
145


85

Total cash, cash equivalents, and restricted cash
$
2,787


$
1,721


5


See notes to unaudited condensed consolidated financial statements.

6


HAMILTON BEACH BRANDS HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
 
Class A Common Stock
Class B Common Stock
Capital in Excess of Par Value
Treasury Stock
Retained Earnings (1)
Accumulated Other Comprehensive Income (Loss) (1)
Total Stockholders' Equity (1)
 
(In thousands, except per share data)
As Restated Balance, January 1, 2020
$
98

$
41

$
54,509

$
(5,960
)
$
3,710

$
(16,132
)
$
36,266

Net income




21,512


21,512

Issuance of common stock, net of conversions
1


(1
)




Share-based compensation expense


554




554

Cash dividends on Class A Common and Class B Common $0.09 per share




(1,226
)

(1,226
)
Other comprehensive loss





(4,015
)
(4,015
)
Reclassification adjustment to net income





305

305

Balance, March 31, 2020
$
99

$
41

$
55,062

$
(5,960
)
$
23,996

$
(19,842
)
$
53,396

 














As Restated Balance, January 1, 2019
$
93

$
44

$
51,714

$

$
22,068

$
(17,101
)
$
56,818

Net loss




(3,385
)

(3,385
)
Issuance of common stock, net of conversions
2


(1
)



1

Share-based compensation expense


807




807

Cash dividends on Class A Common and Class B Common $0.085 per share




(1,177
)

(1,177
)
Other comprehensive loss





(192
)
(192
)
Reclassification adjustment to net loss





86

86

As Restated Balance, March 31, 2019
$
95

$
44

$
52,520

$

$
17,506

$
(17,207
)
$
52,958


See notes to unaudited condensed consolidated financial statements.
(1) As Restated


7


HAMILTON BEACH BRANDS HOLDING COMPANY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2020
(Tabular amounts in thousands, except as noted and per share amounts)

NOTE 1—Basis of Presentation and Recently Issued Accounting Standards

Basis of Presentation

Hamilton Beach Brands Holding Company is a holding company and operates through its wholly-owned subsidiary, Hamilton Beach Brands, Inc. (“HBB”) (collectively “Hamilton Beach Holding” or the “Company”). HBB is a leading designer, marketer, and distributor of branded, small electric household and specialty housewares appliances, as well as commercial products for restaurants, fast food chains, bars, and hotels. HBB participates in the consumer, commercial and specialty small kitchen appliance markets.

The Company previously operated through its other wholly-owned subsidiary, The Kitchen Collection, LLC ("KC"), which is reported as discontinued operations in all periods presented herein. KC completed its dissolution on April 3, 2020 with a pro-rata distribution of its remaining assets to creditors, at which time the KC legal entity ceased to exist. See Note 3 for further information on discontinued operations.

The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2019.

Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the remainder of the year due to the highly seasonal nature of our primary markets. A majority of revenue and operating profit typically occurs in the second half of the calendar year when sales of our products to retailers and consumers historically increase significantly for the fall holiday-selling season.

HBB maintains a $115.0 million senior secured floating-rate revolving credit facility (the “HBB Facility”) that expires on June 30, 2021, within one year after the issuance of these financial statements.  Given the market conditions including unfavorable pricing terms, HBB has not yet completed its refinancing of the HBB Facility prior to June 30, 2020.  HBB has approved and begun the refinancing process, which is considered customary.   Based on the current status of the refinancing and HBB’s history of successfully refinancing its debt, HBB believes that it is probable that the HBB Facility will be refinanced before its maturity.  

Accounting Standards Not Yet Adopted

The Company is an emerging growth company and has elected not to opt out of the extended transition period for complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public or nonpublic entities, the Company can adopt the new or revised standard at the time nonpublic entities adopt the new or revised standard.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)," which requires an entity to recognize assets and liabilities for the rights and obligations created by leased assets. In June 2020, the FASB issued ASU 2020-05 to defer the effective date by a year. For nonpublic entities, the amendments are currently effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, however the FASB has proposed to defer the effective date by one year. Early adoption is permitted. The Company is planning to adopt ASU 2016-02 when required and is currently evaluating to what extent ASU 2016-02 will affect the Company's financial position, results of operations, cash flows and related disclosures.


8


In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326)," which requires an entity to recognize credit losses as an allowance rather than as a write-down. For nonpublic entities, the amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company is planning to adopt ASU 2016-03 for its year ending December 31, 2023 and is currently evaluating to what extent ASU 2016-13 will affect the Company's financial position, results of operations, cash flows and related disclosures.

NOTE 2— Restatement of Previously Issued Financial Statements

Restatement
During the quarter ended March 31, 2020, the Company discovered certain accounting irregularities at its Mexican subsidiaries. The Company’s Audit Review Committee commenced an internal investigation, with the assistance of outside counsel and other third party experts. As a result of this investigation, the Company, along with the Audit Review Committee and its third party experts, concluded that certain former employees of one of the Company’s Mexican subsidiaries engaged in unauthorized transactions with the Company’s Mexican subsidiaries that resulted in expenditures being deferred on the balance sheet beyond the period for which the costs pertained. As a result, the Company recorded a non-cash write-off for certain amounts included in the Company’s historical consolidated financial statements in trade receivables and prepaid expenses and other current assets, among other corrections, related to these transactions, and restated its consolidated financial statements as of December 31, 2019 and 2018, and for the years ended December 31, 2019, 2018 and 2017 and each of the quarters during the years ended December 31, 2019 and 2018 on Form 10-K/A for the year ended December 31, 2019. During the course of the investigation, certain expenses at the Company's Mexican subsidiaries were found to be incorrectly classified within the consolidated statement of operations and have also been corrected in the restatement. These misstatements are described in restatement reference (a) through (d) below.
The restatement also includes corrections for other errors previously identified as immaterial, individually and in the aggregate, to our consolidated financial statements.

Description of Misstatements

(a) Write-off of Assets: Certain former employees of one of the Company's Mexican subsidiaries engaged in unauthorized transactions with the Company’s Mexican subsidiaries and vendors in which the employees had an interest. In doing so, expenditures were deferred on the balance sheet beyond the period for which the costs pertained. The amounts were recorded as trade receivables, prepaid expenses and other current assets, and reductions in accrued liabilities. The amounts have been written off to selling, general and administrative expense. Where these write-offs caused prepaid assets and other current assets balance to become a liability, the balance has been reclassed from prepaid expenses and other assets to other current liabilities.

(b) Reversal of Revenue: Certain former employees of one of our Mexican subsidiaries engaged in sales activities to customers in which the employees had an interest. The Company concluded that these unauthorized transactions did not meet the criteria for revenue recognition at the time of sale and the revenue has been reversed.

(c) Correction of misclassification of Selling and Marketing Expenses: Certain former employees of one of the Mexican subsidiaries engaged a third-party, in which the employees had an interest, to perform selling and marketing activities on behalf of the Mexican subsidiaries. Amounts paid for the selling and marketing activities had previously been treated as variable consideration and reflected as a reduction to revenue; however, the amounts should be reflected as selling, general and administrative expenses.

(d) Correction for the timing of recognition of customer price concessions: Customer price concessions at our Mexican subsidiaries were not accrued timely in order to obscure the increased expenses due to unauthorized transactions as described above.

(e) Tax adjustments for corrections: The tax impacts of the corrections have been recorded.

(f) Correction of other immaterial errors


9


Restatement Tables

The restatement tables below present a reconciliation from the previously reported to the restated values as of and for the three months ended March 31, 2019 and as of December 31, 2019. The values as previously reported were derived from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed on April 25, 2019 and from our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed on February 26, 2020.

Additionally, in the fourth quarter of 2019, KC met the requirements to be reported as a discontinued operation. The following consolidated financial tables present a reconciliation to reflect KC as a discontinued operation for all periods presented and are labeled "Recast". See Note 3, Discontinued Operations for more information.

10



CONDENSED CONSOLIDATED BALANCE SHEETS

December 31, 2019
 
As Previously Reported

Restatement Impacts

Restatement Reference

As Restated
Assets
 

 




Current assets
 

 




Cash and cash equivalents
$
2,142


$




$
2,142

Trade receivables, net
113,781


(5,400
)

a,b,d

108,381

Inventory
109,621


185


f

109,806

Prepaid expenses and other current assets
23,102


(11,757
)

a,b,f

11,345

Current assets of discontinued operations
5,383






5,383

Total current assets
254,029


(16,972
)



237,057

Property, plant and equipment, net
22,324






22,324

Goodwill
6,253






6,253

Other intangible assets, net
3,141






3,141

Deferred income taxes
3,853


2,395


e

6,248

Deferred costs
10,941






10,941

Other non-current assets
2,085






2,085

Non-current assets of discontinued operations
614






614

Total assets
$
303,240


$
(14,577
)



$
288,663

Liabilities and stockholders' equity







Current liabilities







Accounts payable
$
111,117


$
231


f

$
111,348

Accounts payable to NACCO Industries, Inc.
496






496

Revolving credit agreements
23,497






23,497

Accrued compensation
14,277


750


f

15,027

Accrued product returns
8,697






8,697

Other current liabilities
12,873


(339
)

a,e

12,534

Current liabilities of discontinued operations
29,723






29,723

Total current liabilities
200,680


642




201,322

Revolving credit agreements
35,000






35,000

Other long-term liabilities
12,501


3,574


e

16,075

Non-current liabilities of discontinued operations







Total liabilities
248,181


4,216




252,397

Stockholders’ equity







Preferred stock, par value $0.01 per share







Class A Common stock, par value $0.01 per share; 9,805 shares issued as of December 31, 2019
98






98

Class B Common stock, par value $0.01 per share, convertible into Class A on a one-for-one basis; 4,076 shares issued as of December 31, 2019
41






41

Capital in excess of par value
54,344


165


f

54,509

Treasury stock
(5,960
)





(5,960
)
Retained earnings
22,524


(18,814
)

a,b,d,e,f

3,710

Accumulated other comprehensive loss
(15,988
)

(144
)

a,b,d,e

(16,132
)
Total stockholders’ equity
55,059


(18,793
)



36,266

Total liabilities and stockholders' equity
$
303,240


$
(14,577
)



$
288,663



11


(a) Write-off of Assets: The correction of these misstatements resulted in a decrease to trade receivables of $2.5 million, a reduction to prepaid expenses and other current assets of $12.4 million, and an increase to other current liabilities of $0.9 million
(b) Reversal of Revenue: The correction of these misstatements resulted in a decrease to trade receivables of $1.3 million and an increase to prepaid expenses and other current assets of $0.2 million
(d) Correction for the timing of recognition of customer price concessions: The correction of these misstatements resulted in a decrease to trade receivables of $1.6 million
(e) Tax adjustments for corrections: The correction of these misstatements resulted in an increase to deferred income taxes of $2.4 million, and a decrease to other current liabilities of $1.2 million, and an increase to other long-term liabilities of $3.6 million
(f) Correction of other immaterial errors: The correction of these misstatements resulted in an increase to prepaid expenses and other current assets of $0.5 million, an increase to inventory of $0.2 million, an increase to accounts payable of $0.2 million, an increase to accrued compensation of $0.7 million, and an increase to capital in excess of par of $0.2 million




12


CONDENSED CONSOLIDATED BALANCE SHEETS
`
March 31, 2019
 
As Previously Reported

Restatement Impacts

Restatement Reference

As Restated
Recasting Impacts
As Restated and Recast
Assets
 

 






Current assets
 

 






Cash and cash equivalents
$
1,721


$




$
1,721

$
(85
)
$
1,636

Trade receivables, net
92,534


(2,768
)

a,f

89,766

(10,664
)
79,102

Inventory
142,261






142,261

(21,554
)
120,707

Prepaid expenses and other current assets
16,373


(6,605
)

a

9,768

7,611

17,379

Current assets of discontinued operations







24,692

24,692

Total current assets
252,889


(9,373
)



243,516


243,516

Property, plant and equipment, net
22,566






22,566

(1,582
)
20,984

Goodwill
6,253






6,253


6,253

Other intangible assets, net
4,174






4,174


4,174

Deferred income taxes
5,493


385


e

5,878

(2,712
)
3,166

Deferred costs
8,447






8,447

(131
)
8,316

Other non-current assets
2,424






2,424

(21
)
2,403

Non-current assets of discontinued operations







4,446

4,446

Total assets
$
302,246


$
(8,988
)



$
293,258

$

$
293,258

Liabilities and stockholders' equity









Current liabilities









Accounts payable
$
80,649


$




$
80,649

$
(6,929
)
$
73,720

Accounts payable to NACCO Industries, Inc.
2,425






2,425


2,425

Revolving credit agreements
62,212






62,212

(7,400
)
54,812

Accrued compensation
8,903


370


f

9,273

(875
)
8,398

Accrued product returns
9,314






9,314


9,314

Other current liabilities
24,109


(135
)

a,d,e,f

23,974

(6,269
)
17,705

Current liabilities of discontinued operations







21,473

21,473

Total current liabilities
187,612


235




187,847


187,847

Revolving credit agreements
32,000






32,000

(2,000
)
30,000

Other long-term liabilities
19,555


898


e

20,453

(1,834
)
18,619

Non-current liabilities of discontinued operations







3,834

3,834

Total liabilities
239,167


1,133




240,300


240,300

Stockholders’ equity









Class A Common stock
95






95


95

Class B Common stock
44






44


44

Capital in excess of par value
52,520






52,520


52,520

Retained earnings
27,959


(10,453
)

a,d,e,f

17,506


17,506

Accumulated other comprehensive loss
(17,539
)

332


a,d

(17,207
)

(17,207
)
Total stockholders’ equity
63,079


(10,121
)



52,958


52,958

Total liabilities and stockholders' equity
$
302,246


$
(8,988
)



$
293,258

$

$
293,258


(a) Write-off of Assets: The correction of these misstatements resulted in a decrease to trade receivables of $1.6 million, a reduction to prepaid expenses and other current assets of $6.6 million, and an increase to other current liabilities of $1.4 million
(d) Correction for the timing of recognition of customer price concessions: The correction of these misstatements resulted in an increase to other current liabilities of $0.2 million

13


(e) Tax adjustments for corrections: The correction of these misstatements resulted in a decrease to prepaid expenses and other current assets of $0.1 million, an increase to deferred income taxes of $0.4 million, a decrease to other current liabilities of $0.3 million, and an increase to other long-term liabilities of $0.9 million
(f) Correction of other immaterial errors: The correction of these misstatements resulted in a decrease to trade receivables of $1.1 million, an increase to accrued compensation of $0.4 million and a decrease to other current liabilities of $1.4 million


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 
For the Three Months Ended March 31, 2019

As Previously Reported

Restatement Impacts

Restatement References

As Restated
Recasting Impacts
As Restated and Recast
Revenue
$
145,377


$
518


c,f

$
145,895

$
(19,253
)
$
126,642

Cost of sales
110,654


(65
)

f

110,589

(10,649
)
99,940

Gross profit
34,723


583




35,306

(8,604
)
26,702

Selling, general and administrative expenses
36,507


1,972


a,c,f

38,479

(12,233
)
26,246

Amortization of intangible assets
345






345


345

Operating profit (loss)
(2,129
)

(1,389
)



(3,518
)
3,629

111

Interest expense, net
746






746

(83
)
663

Other expense (income), net
(332
)

144


f

(188
)
(9
)
(197
)
Income (loss) from continuing operations before income taxes
(2,543
)

(1,533
)



(4,076
)
3,721

(355
)
Income tax expense (benefit)
(782
)

91


e

(691
)
998

307

Net income (loss) from continuing operations
(1,761
)

(1,624
)



(3,385
)
2,723

(662
)
Loss from discontinued operations, net of tax







(2,723
)
(2,723
)
Net loss
$
(1,761
)

$
(1,624
)



$
(3,385
)
$

$
(3,385
)










Basic and diluted earnings (loss) per share:














Continuing operations
$
(0.13
)

$
(0.12
)



$
(0.25
)
$
0.20

$
(0.05
)
Discontinued operations







(0.20
)
(0.20
)
Basic and diluted earnings (loss) per share
$
(0.13
)

$
(0.12
)



$
(0.25
)
$

$
(0.25
)















Basic weighted average shares outstanding
13,786






13,786


13,786

Diluted weighted average shares outstanding
13,786






13,786


13,786



(a) Write-off of Assets: The correction of these misstatements resulted in an increase to selling, general and administrative ("SG&A") expense of $1.4 million
(c) Correction of misclassification of Selling and Marketing Expenses: The correction of these misstatements resulted in an increase to revenue and an increase to SG&A expense of $0.4 million
(e) Tax adjustments for corrections: The correction of these misstatements resulted in an increase to tax expense of $0.1 million
(f) Correction of other immaterial errors: The correction of these misstatements resulted in an increase to revenue of $0.1 million, a decrease to cost of sales of $0.1 million, an increase to SG&A expense of $0.2 million, and an increase in other expense of $0.1 million





14


CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 
For the Three Months Ended March 31, 2019

As Previously Reported

Restatement Impacts

As Restated
Net income (loss)
$
(1,761
)

$
(1,624
)

$
(3,385
)
Other comprehensive income (loss), net of tax:








Foreign currency translation adjustment
330


(116
)

214

(Loss) gain on long-term intra-entity foreign currency transactions
15




15

Cash flow hedging activity
(566
)

144


(422
)
Reclassification of hedging activities into earnings
2




2

Pension plan adjustment





Reclassification of pension adjustments into earnings
(10
)

94


84

Total other comprehensive loss, net of tax
(229
)

122


(107
)
Comprehensive income (loss)
$
(1,990
)

$
(1,502
)

$
(3,492
)

See description of the net income impacts in the consolidated statement of operations for the three months ended March 31, 2019 section above.
The decrease to foreign currency translation adjustments is the result of the translation impacts of restatements in the write-off of assets, reversal of revenue and timing of recognition of customer pricing concessions categories.
The increase to cash flow hedging is from the correction of other immaterial errors.





















15



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
March 31, 2019
 
As Previously Reported
 
Restatement Impacts
 
As Restated
 
Recasting Impacts
 
As Restated and Recast
Operating activities
 
 
 
 
 
 
 
 
 
Net income from continuing operations
$
(1,761
)
 
$
(1,624
)
 
$
(3,385
)
 
$
2,723

 
$
(662
)
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:

 

 

 

 

Depreciation and amortization
1,249

 

 
1,249

 
(201
)
 
1,048

Deferred income taxes
2,178

 
110

 
2,288

 
23

 
2,311

Stock compensation expense
807

 

 
807

 

 
807

Other
23

 
(59
)
 
(36
)
 
5

 
(31
)
Net changes in operating assets and liabilities:

 

 

 

 

Affiliate payable
6

 

 
6

 
3

 
9

Trade receivables
20,323

 
344

 
20,667

 
(778
)
 
19,889

Inventory
2,593

 
111

 
2,704

 
(441
)
 
2,263

Other assets
(1,824
)
 
(742
)
 
(2,566
)
 
(132
)
 
(2,698
)
Accounts payable
(52,353
)
 
(15
)
 
(52,368
)
 
6,775

 
(45,593
)
Other liabilities
(21,376
)
 
1,875

 
(19,501
)
 
1,919

 
(17,582
)
Net cash provided by operating activities from continuing operations
(50,135
)
 

 
(50,135
)
 
9,896

 
(40,239
)
Investing activities

 

 

 

 

Expenditures for property, plant and equipment
(862
)
 

 
(862
)
 
8

 
(854
)
Other
29

 

 
29

 
(29
)
 

Net cash used for investing activities from continuing operations
(833
)
 

 
(833
)
 
(21
)
 
(854
)
Financing activities

 

 

 

 

Net additions (reductions) to revolving credit agreements
47,565

 

 
47,565

 
(9,400
)
 
38,165

Cash dividends paid
(1,177
)
 

 
(1,177
)
 

 
(1,177
)
Net cash provided by (used for) financing activities from continuing operations
46,388

 

 
46,388

 
(9,400
)
 
36,988

Cash flows from discontinued operations


 


 


 


 


Net cash provided by (used for) operating activities from discontinued operations

 

 

 
(9,896
)
 
(9,896
)
Net cash provided by (used for) investing activities from discontinued operations

 

 

 
21

 
21

Net cash used for financing activities from discontinued operations

 

 

 
9,400

 
9,400

Cash provided by (used for) discontinued operations

 

 

 
(475
)
 
(475
)
Effect of exchange rate changes on cash
(51
)
 

 
(51
)
 

 
(51
)
Cash and Cash Equivalents

 

 

 

 

(Decrease) increase for the year from continuing operations
(4,631
)
 

 
(4,631
)
 
475

 
(4,156
)
Increase (decrease) for the year from discontinued operations

 

 

 
(475
)
 
(475
)
Balance at the beginning of the year
6,352

 

 
6,352

 
 
 
6,352

Balance at the end of the year
$
1,721

 
$

 
$
1,721

 
 
 
$
1,721




16



See description of the net income impacts in the consolidated statement of operations for the year ended March 31, 2019 section above.


CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
 
For the Three Months Ended March 31, 2019
 
Class A common stock
Class B common stock
Capital in excess of par value
Retained earnings
Accumulated other comprehensive income (loss)
Total stockholders' equity
As Previously Reported
 
 
 
 
 
 
Balance, January 1, 2019
$
93

$
44

$
51,714

$
30,897

$
(17,310
)
$
65,438

Net loss



(1,761
)

(1,761
)
Issuance of common stock, net of conversions
2


(1
)


1

Purchase of treasury stock






Share-based compensation expense


807



807

Cash dividends, $0.085 per share



(1,177
)

(1,177
)
Other comprehensive loss




(221
)
(221
)
Reclassification adjustment to net loss




(8
)
(8
)
Balance, March 31, 2019
$
95

$
44

$
52,520

$
27,959

$
(17,539
)
$
63,079

Restatement Impacts












Balance, January 1, 2019
$

$

$

$
(8,829
)
$
209

$
(8,620
)
Net loss






(1,624
)

(1,624
)
Issuance of common stock, net of conversions






Purchase of treasury stock






Share-based compensation expense






Cash dividends, $0.085 per share






Other comprehensive loss




29

29

Reclassification adjustment to net loss




94

94

Balance, March 31, 2019
$

$

$

$
(10,453
)
$
332

$
(10,121
)
As Restated












Balance, January 1, 2019
$
93

$
44

$
51,714

$
22,068

$
(17,101
)
$
56,818

Net loss



(3,385
)

(3,385
)
Issuance of common stock, net of conversions
2


(1
)


1

Purchase of treasury stock






Share-based compensation expense


807



807

Cash dividends, $0.085 per share



(1,177
)

(1,177
)
Other comprehensive loss




(192
)
(192
)
Reclassification adjustment to net loss




86

86

Balance, March 31, 2019
$
95

$
44

$
52,520

$
17,506

$
(17,207
)
$
52,958

 
 
 
 
 
 
 
See description of the net income and other comprehensive income (loss) impacts in the consolidated statement of operations and consolidated statement of comprehensive income (loss) for the three months ended March 31, 2019 sections above.
The quarter ended March 31, 2019 included a change to the reclassification adjustment to net loss of $0.1 million.


17


NOTE 3—Discontinued Operations

On October 10, 2019, the Board approved the wind down of KC's retail operation due to further deterioration in foot traffic which lowered the Company's outlook for the prospect of a future return to profitability. By December 31, 2019, all retail stores were closed and operations ceased. Accordingly, KC is reported as discontinued operations in all periods presented. KC completed its dissolution on April 3, 2020 with a pro-rata distribution of its remaining assets to creditors, at which time the KC legal entity ceased to exist and was no longer consolidated by the Company. Neither Hamilton Beach Brands Holding Company nor Hamilton Beach Brands, Inc. received a distribution.

KC’s operating results are reflected as discontinued operations for all periods presented. The major line items constituting the income (loss) from discontinued operations, net of tax are as follows:
 
THREE MONTHS ENDED MARCH 31
 
2020
 
2019
 
(In thousands)
Revenue
$
631

 
$
19,253

Cost of sales

 
10,649

Gross profit
631

 
8,604

Selling, general and administrative expenses
1,047

 
12,233

Adjustment of lease termination liability(1)
(16,457
)
 

Adjustment of other current liabilities(2)
(6,608
)
 

Operating income (loss)
22,649

 
(3,629
)
Interest expense

 
83

Other expense, net

 
9

Income (loss) from discontinued operations before income taxes
22,649

 
(3,721
)
Income tax benefit
(217
)
 
(998
)
Income (loss) from discontinued operations, net of tax
$
22,866

 
$
(2,723
)

(1)
Represents an adjustment to the estimated timing and amount of estimated cash flows underlying the lease termination obligation at March 31, 2020, calculated based on the final distribution of KC's remaining assets on April 3, 2020. The lease termination obligation is measured at fair value using significant observable inputs, which is Level 2 as defined in the fair value hierarchy.

(2)
Represents an adjustment to the carrying value of substantially all of the other current liabilities at March 31, 2020, calculated based on the final distribution of KC's remaining assets on April 3, 2020.







18


KC’s assets and liabilities are reflected as assets and liabilities of discontinued operations for all periods presented. The major classes of assets and liabilities included as part of discontinued operations are as follows:
 
MARCH 31
2020
 
DECEMBER 31
2019
 
MARCH 31
2019
 
(In thousands)
Assets