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Share Name | Share Symbol | Market | Type |
---|---|---|---|
NN Inc | NASDAQ:NNBR | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.17 | 5.06% | 3.53 | 3.45 | 3.84 | 3.59 | 3.345 | 3.39 | 303,802 | 22:28:46 |
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þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
62-1096725
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
|
|
|
6210 Ardrey Kell Road
Charlotte, North Carolina
|
|
28277
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.01
|
|
The Nasdaq Stock Market LLC
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Large accelerated filer
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☐
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Accelerated filer
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þ
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|||
Non-accelerated filer
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☐
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Smaller reporting company
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|
☐
|
|
|
|
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|||
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|
|
Emerging growth company
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☐
|
|
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3
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|
|
|
|
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3
|
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||
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9
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||
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18
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18
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19
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20
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21
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21
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23
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24
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||
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40
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||
|
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41
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||
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81
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||
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81
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83
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||
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84
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84
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||
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84
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84
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84
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84
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||
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|
85
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|
|
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85
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||
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85
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||
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86
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||
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90
|
|
Item 1.
|
Business
|
Name
|
|
Age
|
|
Position
|
|
Richard D. Holder
|
|
56
|
|
|
President and Chief Executive Officer
|
Thomas C. Burwell, Jr.
|
|
50
|
|
|
Senior Vice President – Chief Financial Officer
|
Matthew S. Heiter
|
|
58
|
|
|
Senior Vice President and General Counsel
|
D. Gail Nixon
|
|
48
|
|
|
Senior Vice President and Chief Human Resources Officer
|
Warren A. Veltman
|
|
57
|
|
|
Executive Vice President – Mobile Solutions
|
J. Robert Atkinson
|
|
38
|
|
|
Executive Vice President – Life Sciences
|
Christopher J. Qualters
|
|
51
|
|
|
Executive Vice President – Power Solutions
|
Item 1A.
|
Risk Factors
|
•
|
changes in tariff regulations, which may make our products more costly to export or import;
|
•
|
changes in monetary and fiscal policies, laws and regulations, and other activities of governments, agencies and similar organizations;
|
•
|
recessions or marked declines specific to a particular country or region;
|
•
|
the potential imposition of trade restrictions or prohibitions;
|
•
|
the potential imposition of import tariffs or other duties or taxes;
|
•
|
difficulties establishing and maintaining relationships with local original equipment manufacturers, distributors and dealers;
|
•
|
difficulty in staffing and managing geographically diverse operations; and
|
•
|
unstable governments or legal systems in countries in which our suppliers, manufacturing operations, and customers are located.
|
•
|
take a significant amount of time;
|
•
|
require the expenditure of substantial resources;
|
•
|
involve stringent clinical and pre-clinical testing, as well as increased post-market surveillance;
|
•
|
involve modifications, repairs or replacements of our products; and
|
•
|
result in limitations on the proposed uses of our products.
|
•
|
increasing our vulnerability to adverse economic, industry, or competitive developments;
|
•
|
requiring a substantial portion of our cash flows from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flows to fund operations, capital expenditures, and future business opportunities;
|
•
|
exposing us to the risk of increased interest rates, which could cause our debt service obligations to increase significantly;
|
•
|
making it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under our debt agreements;
|
•
|
restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;
|
•
|
limiting our ability to obtain additional financing for working capital, capital expenditures, product and service development, debt service requirements, acquisitions, and general corporate or other purposes; and
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and who, therefore, may be able to take advantage of opportunities that our leverage may prevent us from exploiting.
|
•
|
incur additional indebtedness or issue certain preferred equity;
|
•
|
pay dividends on, repurchase, or make distributions in respect of our capital stock, prepay, redeem, or repurchase certain debt or make other restricted payments;
|
•
|
make certain investments and acquisitions;
|
•
|
create certain liens;
|
•
|
enter into agreements restricting our subsidiaries’ ability to pay dividends to us;
|
•
|
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
|
•
|
alter our existing businesses; and
|
•
|
enter into certain transactions with our affiliates.
|
•
|
macro or micro-economic factors;
|
•
|
our operating and financial performance and prospects;
|
•
|
quarterly variations in the rate of growth of our financial indicators, such as earnings per share, net income and revenues;
|
•
|
changes in revenue or earnings estimates or publication of research reports by analysts;
|
•
|
loss of any member of our senior management team;
|
•
|
speculation in the press or investment community;
|
•
|
strategic actions by us or our competitors, such as acquisitions or restructuring;
|
•
|
sales of our common stock by stockholders;
|
•
|
general market conditions;
|
•
|
domestic and international economic, legal and regulatory factors unrelated to our performance;
|
•
|
loss of a major customer; and
|
•
|
the declaration and payment of a dividend.
|
•
|
the diversion of management’s attention to integration matters;
|
•
|
difficulties in the integration of operations and systems, including, without limitation, the complexities associated with managing the expanded operations of a significantly larger and more complex company, addressing possible differences in corporate cultures and management philosophies and the challenge of integrating complex systems, technology, networks and other assets of each of the acquired companies;
|
•
|
difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from combining the acquired businesses with our own;
|
•
|
the inability to implement effective internal controls, procedures and policies for acquired businesses as required by the Sarbanes-Oxley Act of 2002 within the time periods prescribed thereby;
|
•
|
the exposure to potential unknown liabilities and unforeseen increased expenses or delays associated with acquired businesses;
|
•
|
challenges in keeping existing customers and obtaining new customers;
|
•
|
challenges in attracting and retaining key personnel; and
|
•
|
the disruption of, or the loss of momentum in, ongoing operations or inconsistencies in standards, controls, procedures and policies.
|
•
|
our joint venture partners could have investment and financing goals that are not consistent with our objectives, including the timing, terms and strategies for any investments, and what levels of debt to incur or carry;
|
•
|
we could experience an impasse on certain decisions because we do not have sole decision-making authority, which could require us to expend additional resources on resolving such impasses or potential disputes, including litigation or arbitration;
|
•
|
our ability to transfer our interest in a joint venture to a third party may be restricted and the market for our interest may be limited;
|
•
|
our joint venture partners might become bankrupt, fail to fund their share of required capital contributions or fail to fulfill their obligations as a joint venture partner, which may require us to infuse our own capital into the venture on behalf of the partner despite other competing uses for such capital; and
|
•
|
our joint venture partners may have competing interests in our markets that could create conflict of interest issues.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
|
|
|
|
|
|
|
Location
|
|
General Character
|
|
Country
|
|
Owned or Leased
|
Boituva
|
|
Plant
|
|
Brazil
|
|
Leased
|
Campinas
|
|
Office
|
|
Brazil
|
|
Leased
|
Dowagiac, Michigan
|
|
Plant
|
|
U.S.A.
|
|
Owned
|
Juarez
|
|
Plant
|
|
Mexico
|
|
Leased
|
Kamienna Gora
|
|
Plant
|
|
Poland
|
|
Owned
|
Kentwood, Michigan
|
|
Plant 1
|
|
U.S.A.
|
|
Leased
|
Kentwood, Michigan
|
|
Plant 2
|
|
U.S.A.
|
|
Leased
|
Kentwood, Michigan
|
|
Plant 3, Warehouse
|
|
U.S.A.
|
|
Leased
|
Kentwood, Michigan
|
|
Office
|
|
U.S.A.
|
|
Owned
|
Marnaz
|
|
Plant
|
|
France
|
|
Owned
|
Marshall, Michigan
|
|
Plant 1
|
|
U.S.A.
|
|
Leased
|
Marshall, Michigan
|
|
Plant 2
|
|
U.S.A.
|
|
Leased
|
Sao Joao da Boa Vista
|
|
Plant 1
|
|
Brazil
|
|
Leased
|
Sao Joao da Boa Vista
|
|
Plant 2
|
|
Brazil
|
|
Leased
|
Wellington, Ohio
|
|
Plant 1
|
|
U.S.A.
|
|
Leased
|
Wellington, Ohio
|
|
Plant 2
|
|
U.S.A.
|
|
Leased
|
Wuxi
|
|
Plant
|
|
China
|
|
Leased
|
|
|
|
|
|
|
|
Location
|
|
General Character
|
|
Country
|
|
Owned or Leased
|
Algonquin, Illinois
|
|
Plant
|
|
U.S.A.
|
|
Owned
|
Attleboro, Massachusetts
|
|
Plant 1
|
|
U.S.A.
|
|
Owned
|
Attleboro, Massachusetts
|
|
Plant 2
|
|
U.S.A.
|
|
Leased
|
Attleboro, Massachusetts
|
|
Plant 3
|
|
U.S.A.
|
|
Owned
|
Attleboro, Massachusetts
|
|
Office
|
|
U.S.A.
|
|
Leased
|
Fairfield, Ohio
|
|
Plant
|
|
U.S.A.
|
|
Owned
|
Foshan City
|
|
Plant
|
|
China
|
|
Leased
|
Franklin, Massachusetts
|
|
Plant
|
|
U.S.A.
|
|
Leased
|
Hingham, Massachusetts
|
|
Plant
|
|
U.S.A.
|
|
Leased
|
Irvine, California
|
|
Plant
|
|
U.S.A.
|
|
Leased
|
Lubbock, Texas
|
|
Plant
|
|
U.S.A.
|
|
Owned
|
Mexico City
|
|
Plant
|
|
Mexico
|
|
Owned
|
North Attleboro, Massachusetts
|
|
Plant
|
|
U.S.A.
|
|
Owned
|
Palmer, Massachusetts
|
|
Plant
|
|
U.S.A.
|
|
Leased
|
Placentia, California
|
|
Plant
|
|
U.S.A.
|
|
Leased
|
|
|
|
|
|
|
|
Location
|
|
General Character
|
|
Country
|
|
Owned or Leased
|
Aurora, Illinois
|
|
Plant
|
|
U.S.A.
|
|
Leased
|
Bridgeport, Connecticut
|
|
Plant 1
|
|
U.S.A.
|
|
Owned
|
Bridgeport, Connecticut
|
|
Plant 2
|
|
U.S.A.
|
|
Owned
|
Changzhou
|
|
Plant
|
|
China
|
|
Leased
|
East Providence, Rhode Island
|
|
Plant
|
|
U.S.A.
|
|
Leased
|
Hatfield, Pennsylvania
|
|
Plant
|
|
U.S.A.
|
|
Leased
|
Indianapolis, Indiana
|
|
Plant
|
|
U.S.A.
|
|
Leased
|
Lausanne
|
|
Office
|
|
Switzerland
|
|
Leased
|
Mansfield, Massachusetts
|
|
Plant
|
|
U.S.A.
|
|
Leased
|
Mansfield, Massachusetts
|
|
Warehouse
|
|
U.S.A.
|
|
Leased
|
Pierceton, Indiana
|
|
Plant
|
|
U.S.A.
|
|
Leased
|
Siechnice
|
|
Plant
|
|
Poland
|
|
Owned
|
Smithfield, Utah
|
|
Plant
|
|
U.S.A.
|
|
Leased
|
Vandalia, Ohio
|
|
Plant
|
|
U.S.A.
|
|
Leased
|
Wallingford, Connecticut
|
|
Plant
|
|
U.S.A.
|
|
Leased
|
Warsaw, Indiana
|
|
Plant
|
|
U.S.A.
|
|
Leased
|
Location
|
|
General Character
|
|
Country
|
|
Owned or Leased
|
Wuxi
|
|
Plant
|
|
China
|
|
Leased
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||||
NN, Inc.
|
|
$
|
100.00
|
|
|
$
|
103.10
|
|
|
$
|
80.91
|
|
|
$
|
98.44
|
|
|
$
|
144.20
|
|
|
$
|
35.74
|
|
Peer Group
|
|
$
|
100.00
|
|
|
$
|
89.60
|
|
|
$
|
76.12
|
|
|
$
|
89.29
|
|
|
$
|
112.75
|
|
|
$
|
92.40
|
|
S&P SmallCap 600
|
|
$
|
100.00
|
|
|
$
|
105.76
|
|
|
$
|
103.68
|
|
|
$
|
131.21
|
|
|
$
|
148.57
|
|
|
$
|
135.97
|
|
Item 6.
|
Selected Financial Data
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
770,657
|
|
|
$
|
619,793
|
|
|
$
|
584,954
|
|
|
$
|
405,443
|
|
|
$
|
210,575
|
|
Cost of sales (exclusive of depreciation and amortization)
|
|
588,205
|
|
|
459,080
|
|
|
428,843
|
|
|
320,632
|
|
|
169,263
|
|
|||||
Goodwill impairment
|
|
182,542
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income (loss) from operations
|
|
(178,888
|
)
|
|
33,114
|
|
|
34,779
|
|
|
58
|
|
|
(3,776
|
)
|
|||||
Income (loss) from continuing operations
|
|
(264,467
|
)
|
|
25,364
|
|
|
(9,490
|
)
|
|
(24,375
|
)
|
|
(12,788
|
)
|
|||||
Income from discontinued operations, net of tax
|
|
—
|
|
|
137,688
|
|
|
16,153
|
|
|
17,889
|
|
|
21,005
|
|
|||||
Income (loss) from continuing operations per share, basic
|
|
$
|
(8.35
|
)
|
|
$
|
0.92
|
|
|
$
|
(0.35
|
)
|
|
$
|
(1.15
|
)
|
|
$
|
(0.71
|
)
|
Income (loss) from continuing operations per share, diluted
|
|
$
|
(8.35
|
)
|
|
$
|
0.91
|
|
|
$
|
(0.35
|
)
|
|
$
|
(1.15
|
)
|
|
$
|
(0.71
|
)
|
Cash dividends declared per common share
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
|
As of December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
(1)
|
|
2015
(1)
|
|
2014
(1)
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
$
|
296,871
|
|
|
$
|
477,280
|
|
|
$
|
282,328
|
|
|
$
|
283,910
|
|
|
$
|
245,131
|
|
Current liabilities
|
|
145,030
|
|
|
108,421
|
|
|
140,241
|
|
|
132,491
|
|
|
138,485
|
|
|||||
Total assets
|
|
1,501,570
|
|
|
1,475,003
|
|
|
1,358,274
|
|
|
1,388,337
|
|
|
703,892
|
|
|||||
Long-term obligations
|
|
817,549
|
|
|
792,499
|
|
|
788,953
|
|
|
802,011
|
|
|
327,759
|
|
|||||
Stockholders’ equity
|
|
418,295
|
|
|
486,104
|
|
|
309,391
|
|
|
312,431
|
|
|
172,989
|
|
(1)
|
Current assets of discontinued operations were
$106.7 million
,
$98.9 million
, and
$106.3 million
as of December 31,
2016
,
2015
, and
2014
, respectively. Current liabilities of discontinued operations were
$45.2 million
,
$44.6 million
, and
$54.9 million
as of December 31,
2016
,
2015
, and
2014
, respectively. Total assets of discontinued operations were
$210.7 million
,
$204.4 million
,
$214.3 million
as of December 31,
2016
,
2015
, and
2014
, respectively.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Organic and acquisitive growth within all our segments;
|
•
|
Sales growth in adjacent markets
|
•
|
Sales growth through acquisitions; and
|
•
|
Global expansion of our manufacturing base to better address the global requirements of our customers.
|
•
|
Global industrial growth and economics;
|
•
|
Residential and non-residential construction rates;
|
•
|
Global automotive production rates;
|
•
|
Surgery rates and U.S. healthcare spending;
|
•
|
Costs subject to the global inflationary environment, including, but not limited to:
|
•
|
Raw materials;
|
•
|
Wages and benefits, including health care costs;
|
•
|
Regulatory compliance; and
|
•
|
Energy;
|
•
|
Trends related to the geographic migration of competitive manufacturing;
|
•
|
Regulatory environment for United States public companies and manufacturing companies;
|
•
|
Currency and exchange rate movements and trends;
|
•
|
Interest rate levels and expectations; and
|
•
|
Changes in tariff regulations.
|
•
|
Sales growth;
|
•
|
Cost of sales;
|
•
|
Selling, general and administrative expense;
|
•
|
Earnings before interest, taxes, depreciation and amortization;
|
•
|
Return on invested capital;
|
•
|
Income from operations and adjusted income from operations;
|
•
|
Net income and adjusted net income;
|
•
|
Cash flow from operations and capital spending;
|
•
|
Customer service reliability;
|
•
|
External and internal quality indicators; and
|
•
|
Employee development.
|
•
|
sales volume, pricing and future cash flows of the business overall;
|
•
|
future expected cash flows from customer relationships, and other identifiable intangible assets, including future price levels, rates of increase in revenue and appropriate attrition rate;
|
•
|
the acquired company’s brand and competitive position, royalty rate quantum, as well as assumptions about the period of time the acquired brand will continue to benefit the combined company’s product portfolio; and
|
•
|
cost of capital, risk-adjusted discount rates, and income tax rates.
|
|
|
Year Ended December 31,
|
|||||||
|
|
2018
|
|
2017
|
|
2016
|
|||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales (exclusive of depreciation and amortization shown separately below)
|
|
76.3
|
%
|
|
74.1
|
%
|
|
73.3
|
%
|
Selling, general and administrative expense
|
|
12.1
|
%
|
|
12.0
|
%
|
|
11.0
|
%
|
Acquisition related costs excluded from selling, general and administrative expense
|
|
0.8
|
%
|
|
0.1
|
%
|
|
—
|
%
|
Depreciation and amortization
|
|
9.2
|
%
|
|
8.5
|
%
|
|
8.7
|
%
|
Other operating (income) expense, net
|
|
0.8
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
Goodwill impairment
|
|
23.7
|
%
|
|
—
|
%
|
|
—
|
%
|
Restructuring and integration expense, net
|
|
0.3
|
%
|
|
0.1
|
%
|
|
1.0
|
%
|
Income (loss) from operations
|
|
(23.2
|
)%
|
|
5.1
|
%
|
|
5.9
|
%
|
Interest expense
|
|
7.9
|
%
|
|
8.4
|
%
|
|
10.7
|
%
|
Loss on extinguishment of debt and write-off of debt issuance costs
|
|
2.5
|
%
|
|
6.8
|
%
|
|
0.4
|
%
|
Derivative payments on interest rate swap
|
|
—
|
%
|
|
—
|
%
|
|
0.1
|
%
|
Derivative loss (gain) on change in interest rate swap fair value
|
|
—
|
%
|
|
—
|
%
|
|
0.4
|
%
|
Other (income) expense, net
|
|
0.2
|
%
|
|
(0.3
|
)%
|
|
(0.5
|
)%
|
Loss from continuing operations before benefit for income taxes and share of net income from joint venture
|
|
(33.8
|
)%
|
|
(9.8
|
)%
|
|
(5.2
|
)%
|
Benefit for income taxes
|
|
1.4
|
%
|
|
12.8
|
%
|
|
2.6
|
%
|
Share of net income (loss) from joint venture
|
|
(1.9
|
)%
|
|
0.8
|
%
|
|
1.0
|
%
|
Income (loss) from continuing operations
|
|
(34.3
|
)%
|
|
3.8
|
%
|
|
(1.6
|
)%
|
Income from discontinued operations, net of tax (Note 2)
|
|
—
|
%
|
|
22.2
|
%
|
|
2.8
|
%
|
Net income (loss)
|
|
(34.3
|
)%
|
|
26.0
|
%
|
|
1.2
|
%
|
|
|
Year Ended December 31,
|
||||||||||||||
|
|
2018
|
|
2017
|
|
$ Change
|
||||||||||
Net sales
|
|
$
|
770,657
|
|
|
$
|
619,793
|
|
|
$
|
150,864
|
|
|
|
||
Acquisitions
|
|
|
|
|
|
|
|
$
|
152,952
|
|
||||||
Volume
|
|
|
|
|
|
|
|
7,320
|
|
|||||||
Foreign exchange effects
|
|
|
|
|
|
|
|
(2,083
|
)
|
|||||||
Price/mix/inflation/other
|
|
|
|
|
|
|
|
(7,325
|
)
|
|||||||
Cost of sales (exclusive of depreciation and amortization shown separately below)
|
|
588,205
|
|
|
459,080
|
|
|
129,125
|
|
|
|
|||||
Acquisitions
|
|
|
|
|
|
|
|
$
|
112,774
|
|
||||||
Volume
|
|
|
|
|
|
|
|
5,785
|
|
|||||||
Foreign exchange effects
|
|
|
|
|
|
|
|
(1,438
|
)
|
|||||||
Cost reduction projects
|
|
|
|
|
|
|
|
(7,501
|
)
|
|||||||
Inflation
|
|
|
|
|
|
|
|
9,599
|
|
|||||||
Mix/other
|
|
|
|
|
|
|
|
9,906
|
|
|||||||
Selling, general and administrative expense
|
|
93,583
|
|
|
74,112
|
|
|
19,471
|
|
|
|
|||||
Acquisition related costs excluded from selling, general and administrative expense
|
|
5,871
|
|
|
344
|
|
|
5,527
|
|
|
|
|||||
Depreciation and amortization
|
|
71,128
|
|
|
52,406
|
|
|
18,722
|
|
|
|
|||||
Other operating (income) expense, net
|
|
6,089
|
|
|
351
|
|
|
5,738
|
|
|
|
|||||
Goodwill impairment
|
|
182,542
|
|
|
—
|
|
|
182,542
|
|
|
|
|||||
Restructuring and integration expense, net
|
|
2,127
|
|
|
386
|
|
|
1,741
|
|
|
|
|||||
Income (loss) from operations
|
|
(178,888
|
)
|
|
33,114
|
|
|
(212,002
|
)
|
|
|
|||||
Interest expense
|
|
61,243
|
|
|
52,085
|
|
|
9,158
|
|
|
|
|||||
Loss on extinguishment of debt and write-off of debt issuance costs
|
|
19,562
|
|
|
42,087
|
|
|
(22,525
|
)
|
|
|
|||||
Derivative loss (gain) on change in interest rate swap fair value
|
|
—
|
|
|
(101
|
)
|
|
101
|
|
|
|
|||||
Other (income) expense, net
|
|
1,341
|
|
|
(2,084
|
)
|
|
3,425
|
|
|
|
|||||
Loss from continuing operations before benefit for income taxes and share of net income from joint venture
|
|
(261,034
|
)
|
|
(58,873
|
)
|
|
(202,161
|
)
|
|
|
|||||
Benefit for income taxes
|
|
10,957
|
|
|
79,026
|
|
|
(68,069
|
)
|
|
|
|||||
Share of net income (loss) from joint venture
|
|
(14,390
|
)
|
|
5,211
|
|
|
(19,601
|
)
|
|
|
|||||
Income (loss) from continuing operations
|
|
(264,467
|
)
|
|
25,364
|
|
|
(289,831
|
)
|
|
|
|||||
Income from discontinued operations, net of tax (Note 2)
|
|
—
|
|
|
137,688
|
|
|
(137,688
|
)
|
|
|
|||||
Net income (loss)
|
|
$
|
(264,467
|
)
|
|
$
|
163,052
|
|
|
$
|
(427,519
|
)
|
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Interest on debt
|
|
$
|
56,977
|
|
|
$
|
47,681
|
|
Amortization of debt issuance costs
|
|
4,845
|
|
|
4,296
|
|
||
Interest on capital leases and other
|
|
624
|
|
|
1,189
|
|
||
Capitalized interest
|
|
(1,203
|
)
|
|
(1,081
|
)
|
||
Total interest expense
|
|
$
|
61,243
|
|
|
$
|
52,085
|
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
|
2018
|
|
2017
|
|
|
|
$ Change
|
||||||||||
Net sales
|
|
$
|
335,037
|
|
|
$
|
336,852
|
|
|
|
|
$
|
(1,815
|
)
|
|
|
||
Volume
|
|
|
|
|
|
|
|
|
|
$
|
4,300
|
|
||||||
Foreign exchange effects
|
|
|
|
|
|
|
|
|
|
(1,327
|
)
|
|||||||
Price/mix/inflation/other
|
|
|
|
|
|
|
|
|
|
(4,788
|
)
|
|||||||
Goodwill impairment
|
|
(73,442
|
)
|
|
—
|
|
|
|
|
(73,442
|
)
|
|
|
|||||
Income from operations
|
|
$
|
(54,103
|
)
|
|
$
|
34,405
|
|
|
|
|
$
|
(88,508
|
)
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
|
2018
|
|
2017
|
|
|
|
$ Change
|
||||||||||
Net sales
|
|
$
|
189,778
|
|
|
$
|
186,602
|
|
|
|
|
$
|
3,176
|
|
|
|
||
Acquisitions
|
|
|
|
|
|
|
|
|
|
$
|
2,521
|
|
||||||
Volume
|
|
|
|
|
|
|
|
|
|
2,893
|
|
|||||||
Foreign exchange effects
|
|
|
|
|
|
|
|
|
|
(756
|
)
|
|||||||
Price/mix/inflation/other
|
|
|
|
|
|
|
|
|
|
(1,482
|
)
|
|||||||
Goodwill impairment
|
|
(109,100
|
)
|
|
—
|
|
|
|
|
(109,100
|
)
|
|
|
|||||
Income from operations
|
|
$
|
(95,115
|
)
|
|
$
|
23,440
|
|
|
|
|
$
|
(118,555
|
)
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
|
2018
|
|
2017
|
|
|
|
$ Change
|
||||||||||
Net sales
|
|
$
|
248,173
|
|
|
$
|
98,329
|
|
|
|
|
$
|
149,844
|
|
|
|
||
Acquisitions
|
|
|
|
|
|
|
|
|
|
$
|
150,431
|
|
||||||
Volume
|
|
|
|
|
|
|
|
|
|
127
|
|
|||||||
Foreign exchange effects
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||
Price/mix/inflation/other
|
|
|
|
|
|
|
|
|
|
(714
|
)
|
|||||||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|||||
Income from operations
|
|
$
|
19,136
|
|
|
$
|
13,271
|
|
|
|
|
$
|
5,865
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||
|
|
2017
|
|
2016
|
|
$ Change
|
||||||||||
Net sales
|
|
$
|
619,793
|
|
|
$
|
584,954
|
|
|
$
|
34,839
|
|
|
|
||
Acquisitions
|
|
|
|
|
|
|
|
$
|
6,682
|
|
||||||
Volume
|
|
|
|
|
|
|
|
25,944
|
|
|||||||
Foreign exchange effects
|
|
|
|
|
|
|
|
1,956
|
|
|||||||
Price/mix/inflation/other
|
|
|
|
|
|
|
|
257
|
|
|||||||
Cost of sales (exclusive of depreciation and amortization
shown separately below)
|
|
459,080
|
|
|
428,843
|
|
|
30,237
|
|
|
|
|||||
Acquisitions
|
|
|
|
|
|
|
|
$
|
6,204
|
|
||||||
Volume
|
|
|
|
|
|
|
|
17,704
|
|
|||||||
Foreign exchange effects
|
|
|
|
|
|
|
|
1,796
|
|
|||||||
Cost reduction projects
|
|
|
|
|
|
|
|
(3,150
|
)
|
|||||||
Inflation
|
|
|
|
|
|
|
|
2,506
|
|
|||||||
Mix/other
|
|
|
|
|
|
|
|
5,177
|
|
|||||||
Selling, general and administrative expense
|
|
74,112
|
|
|
64,144
|
|
|
9,968
|
|
|
|
|||||
Acquisition related costs excluded from selling, general and administrative expense
|
|
344
|
|
|
—
|
|
|
344
|
|
|
|
|||||
Depreciation and amortization
|
|
52,406
|
|
|
50,721
|
|
|
1,685
|
|
|
|
|||||
Loss (gain) on disposal of assets
|
|
351
|
|
|
809
|
|
|
(458
|
)
|
|
|
|||||
Restructuring and integration expense
|
|
386
|
|
|
5,658
|
|
|
(5,272
|
)
|
|
|
|||||
Income from operations
|
|
33,114
|
|
|
34,779
|
|
|
(1,665
|
)
|
|
|
|||||
Interest expense
|
|
52,085
|
|
|
62,870
|
|
|
(10,785
|
)
|
|
|
|||||
Loss on extinguishment of debt and write-off of unamortized
debt issuance costs
|
|
42,087
|
|
|
2,589
|
|
|
39,498
|
|
|
|
|||||
Derivative payments on interest rate swap
|
|
—
|
|
|
609
|
|
|
(609
|
)
|
|
|
|||||
Derivative loss (gain) on change in interest rate swap fair value
|
|
(101
|
)
|
|
2,448
|
|
|
(2,549
|
)
|
|
|
|||||
Other (income) expense, net
|
|
(2,084
|
)
|
|
(2,871
|
)
|
|
787
|
|
|
|
|||||
Loss from continuing operations before benefit for income taxes and share of net income from joint venture
|
|
(58,873
|
)
|
|
(30,866
|
)
|
|
(28,007
|
)
|
|
|
|||||
Benefit for income taxes
|
|
79,026
|
|
|
15,438
|
|
|
63,588
|
|
|
|
|||||
Share of net income from joint venture
|
|
5,211
|
|
|
5,938
|
|
|
(727
|
)
|
|
|
|||||
Income (loss) from continuing operations
|
|
25,364
|
|
|
(9,490
|
)
|
|
34,854
|
|
|
|
|||||
Income from discontinued operations, net of tax
|
|
137,688
|
|
|
16,153
|
|
|
121,535
|
|
|
|
|||||
Net income
|
|
$
|
163,052
|
|
|
$
|
6,663
|
|
|
$
|
156,389
|
|
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Interest on debt
|
|
$
|
47,681
|
|
|
$
|
57,519
|
|
Interest rate swaps settlements
|
|
—
|
|
|
1,393
|
|
||
Amortization of debt issuance costs
|
|
4,296
|
|
|
4,168
|
|
||
Interest on capital leases and other
|
|
1,189
|
|
|
1,379
|
|
||
Capitalized interest
|
|
(1,081
|
)
|
|
(1,589
|
)
|
||
Total interest expense
|
|
$
|
52,085
|
|
|
$
|
62,870
|
|
|
|
Year Ended December 31,
|
||||||||||||||
|
|
2017
|
|
2016
|
|
$ Change
|
||||||||||
Net sales
|
|
$
|
336,852
|
|
|
$
|
326,138
|
|
|
$
|
10,714
|
|
|
|
||
Volume
|
|
|
|
|
|
|
|
$
|
9,963
|
|
||||||
Foreign exchange effects
|
|
|
|
|
|
|
|
2,213
|
|
|||||||
Price/mix/inflation/other
|
|
|
|
|
|
|
|
(1,462
|
)
|
|||||||
Income from operations
|
|
34,405
|
|
|
29,490
|
|
|
4,915
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||
|
|
2017
|
|
2016
|
|
$ Change
|
||||||||||
Net sales
|
|
$
|
186,602
|
|
|
$
|
180,330
|
|
|
$
|
6,272
|
|
|
|
||
Acquisitions
|
|
|
|
|
|
|
|
$
|
—
|
|
||||||
Volume
|
|
|
|
|
|
|
|
5,759
|
|
|||||||
Foreign exchange effects
|
|
|
|
|
|
|
|
(257
|
)
|
|||||||
Price/mix/inflation/other
|
|
|
|
|
|
|
|
770
|
|
|||||||
Income from operations
|
|
23,440
|
|
|
24,060
|
|
|
(620
|
)
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||
|
|
2017
|
|
2016
|
|
$ Change
|
||||||||||
Net sales
|
|
$
|
98,329
|
|
|
$
|
80,057
|
|
|
$
|
18,272
|
|
|
|
||
Acquisitions
|
|
|
|
|
|
|
|
$
|
6,682
|
|
||||||
Volume
|
|
|
|
|
|
|
|
10,222
|
|
|||||||
Foreign exchange effects
|
|
|
|
|
|
|
|
—
|
|
|||||||
Price/mix/inflation/other
|
|
|
|
|
|
|
|
1,368
|
|
|||||||
Income from operations
|
|
13,271
|
|
|
9,840
|
|
|
3,431
|
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
Certain Contractual Obligations
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
After 5 years
|
||||||||||
Long-term debt including current portion
|
|
$
|
859,593
|
|
|
$
|
31,280
|
|
|
$
|
311,191
|
|
|
$
|
515,501
|
|
|
$
|
1,621
|
|
Expected interest payments
(1)
|
|
156,661
|
|
|
49,270
|
|
|
82,391
|
|
|
24,761
|
|
|
239
|
|
|||||
Operating leases
|
|
108,399
|
|
|
13,337
|
|
|
22,072
|
|
|
19,045
|
|
|
53,945
|
|
|||||
Transition tax on deferred foreign income
|
|
4,283
|
|
|
408
|
|
|
816
|
|
|
1,784
|
|
|
1,275
|
|
|||||
Capital leases
(2)
|
|
8,085
|
|
|
2,485
|
|
|
3,389
|
|
|
2,211
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
|
$
|
1,137,021
|
|
|
$
|
96,780
|
|
|
$
|
419,859
|
|
|
$
|
563,302
|
|
|
$
|
57,080
|
|
(1)
|
Expected interest payments are based on the interest rate in effect as of
December 31, 2018
, which is a variable rate based on one-month LIBOR.
|
(2)
|
During the
year ended December 31, 2018
, we entered into a build-to-suit lease that will commence upon completion of construction of the leased facility. Base rent payments of approximately $1.5 million per year are not included in the table above and are expected to commence during the third quarter of 2019 and continue over the 15-year lease term.
|
|
|
|
Location
|
|
Functional Currency
|
Brazil
|
|
Real
|
China
|
|
Renminbi
|
France
|
|
Euro
|
Mexico
|
|
Peso
|
Poland
|
|
Zloty
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Page
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
|
$
|
770,657
|
|
|
$
|
619,793
|
|
|
$
|
584,954
|
|
Cost of sales (exclusive of depreciation and amortization shown separately below)
|
|
588,205
|
|
|
459,080
|
|
|
428,843
|
|
|||
Selling, general and administrative expense
|
|
93,583
|
|
|
74,112
|
|
|
64,144
|
|
|||
Acquisition related costs excluded from selling, general and administrative expense
|
|
5,871
|
|
|
344
|
|
|
—
|
|
|||
Depreciation and amortization
|
|
71,128
|
|
|
52,406
|
|
|
50,721
|
|
|||
Other operating (income) expense, net
|
|
6,089
|
|
|
351
|
|
|
809
|
|
|||
Goodwill impairment
|
|
182,542
|
|
|
—
|
|
|
—
|
|
|||
Restructuring and integration expense, net
|
|
2,127
|
|
|
386
|
|
|
5,658
|
|
|||
Income (loss) from operations
|
|
(178,888
|
)
|
|
33,114
|
|
|
34,779
|
|
|||
Interest expense
|
|
61,243
|
|
|
52,085
|
|
|
62,870
|
|
|||
Loss on extinguishment of debt and write-off of debt issuance costs
|
|
19,562
|
|
|
42,087
|
|
|
2,589
|
|
|||
Derivative payments on interest rate swap
|
|
—
|
|
|
—
|
|
|
609
|
|
|||
Derivative loss (gain) on change in interest rate swap fair value
|
|
—
|
|
|
(101
|
)
|
|
2,448
|
|
|||
Other (income) expense, net
|
|
1,341
|
|
|
(2,084
|
)
|
|
(2,871
|
)
|
|||
Loss from continuing operations before benefit for income taxes and share of net income from joint venture
|
|
(261,034
|
)
|
|
(58,873
|
)
|
|
(30,866
|
)
|
|||
Benefit for income taxes
|
|
10,957
|
|
|
79,026
|
|
|
15,438
|
|
|||
Share of net income (loss) from joint venture
|
|
(14,390
|
)
|
|
5,211
|
|
|
5,938
|
|
|||
Income (loss) from continuing operations
|
|
(264,467
|
)
|
|
25,364
|
|
|
(9,490
|
)
|
|||
Income from discontinued operations, net of tax (Note 2)
|
|
—
|
|
|
137,688
|
|
|
16,153
|
|
|||
Net income (loss)
|
|
$
|
(264,467
|
)
|
|
$
|
163,052
|
|
|
$
|
6,663
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Change in fair value of interest rate swap
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,910
|
|
Reclassification adjustment for discontinued operations
|
|
—
|
|
|
(9,243
|
)
|
|
—
|
|
|||
Foreign currency translation gain (loss)
|
|
(13,880
|
)
|
|
22,094
|
|
|
(10,623
|
)
|
|||
Other comprehensive income (loss)
|
|
$
|
(13,880
|
)
|
|
$
|
12,851
|
|
|
$
|
(8,713
|
)
|
Comprehensive income (loss)
|
|
$
|
(278,347
|
)
|
|
$
|
175,903
|
|
|
$
|
(2,050
|
)
|
Basic net income (loss) per share:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations per share
|
|
$
|
(8.35
|
)
|
|
$
|
0.92
|
|
|
$
|
(0.35
|
)
|
Income from discontinued operations per share
|
|
—
|
|
|
5.02
|
|
|
0.60
|
|
|||
Net income (loss) per share
|
|
$
|
(8.35
|
)
|
|
$
|
5.94
|
|
|
$
|
0.25
|
|
Weighted average shares outstanding
|
|
31,678
|
|
|
27,433
|
|
|
27,016
|
|
|||
Diluted net income (loss) per share:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations per share
|
|
$
|
(8.35
|
)
|
|
$
|
0.91
|
|
|
$
|
(0.35
|
)
|
Income from discontinued operations per share
|
|
—
|
|
|
4.96
|
|
|
0.60
|
|
|||
Net income (loss) per share
|
|
$
|
(8.35
|
)
|
|
$
|
5.87
|
|
|
$
|
0.25
|
|
Weighted average shares outstanding
|
|
31,678
|
|
|
27,755
|
|
|
27,016
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
17,988
|
|
|
$
|
224,446
|
|
Accounts receivable, net
|
|
133,421
|
|
|
108,446
|
|
||
Inventories
|
|
122,615
|
|
|
82,617
|
|
||
Income tax receivable
|
|
946
|
|
|
43,253
|
|
||
Other current assets
|
|
21,901
|
|
|
18,518
|
|
||
Total current assets
|
|
296,871
|
|
|
477,280
|
|
||
Property, plant and equipment, net
|
|
361,028
|
|
|
259,280
|
|
||
Goodwill
|
|
439,452
|
|
|
454,612
|
|
||
Intangible assets, net
|
|
376,248
|
|
|
237,702
|
|
||
Investment in joint venture
|
|
20,364
|
|
|
39,822
|
|
||
Other non-current assets
|
|
7,607
|
|
|
6,307
|
|
||
Total assets
|
|
$
|
1,501,570
|
|
|
$
|
1,475,003
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
65,694
|
|
|
$
|
52,990
|
|
Accrued salaries, wages and benefits
|
|
24,636
|
|
|
21,145
|
|
||
Current maturities of long-term debt
|
|
31,280
|
|
|
17,283
|
|
||
Other current liabilities
|
|
23,420
|
|
|
17,003
|
|
||
Total current liabilities
|
|
145,030
|
|
|
108,421
|
|
||
Deferred tax liabilities
|
|
93,482
|
|
|
71,564
|
|
||
Non-current income tax payable
|
|
3,875
|
|
|
5,593
|
|
||
Long-term debt, net of current portion
|
|
811,471
|
|
|
790,805
|
|
||
Other non-current liabilities
|
|
29,417
|
|
|
12,516
|
|
||
Total liabilities
|
|
1,083,275
|
|
|
988,899
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock - $0.01 par value, authorized 45,000 shares, issued and outstanding 42,104 in 2018 and 27,572 in 2017
|
|
421
|
|
|
275
|
|
||
Additional paid-in capital
|
|
511,545
|
|
|
292,494
|
|
||
Retained (deficit) earnings
|
|
(62,046
|
)
|
|
211,080
|
|
||
Accumulated other comprehensive income (loss)
|
|
(31,625
|
)
|
|
(17,745
|
)
|
||
Total stockholders’ equity
|
|
418,295
|
|
|
486,104
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
1,501,570
|
|
|
$
|
1,475,003
|
|
|
|
Common Stock
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|||||||||||||||
|
|
Number
of
shares
|
|
Par
value
|
|
Additional
paid in
capital
|
|
Retained
(deficit)
earnings
|
|
other
comprehensive
income (loss)
|
|
Non-
controlling
interest
|
|
Total
|
|||||||||||||
Balance, December 31, 2015
|
|
26,849
|
|
|
$
|
269
|
|
|
$
|
277,917
|
|
|
$
|
56,096
|
|
|
$
|
(21,883
|
)
|
|
$
|
32
|
|
|
$
|
312,431
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,663
|
|
|
—
|
|
|
—
|
|
|
6,663
|
|
||||||
Cash dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,584
|
)
|
|
—
|
|
|
—
|
|
|
(7,584
|
)
|
||||||
Share-based compensation expense
|
|
142
|
|
|
—
|
|
|
3,935
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,935
|
|
||||||
Shares issued for option exercises
|
|
270
|
|
|
3
|
|
|
2,829
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,832
|
|
||||||
Restricted shares and performance shares forgiven for taxes and forfeited
|
|
(12
|
)
|
|
—
|
|
|
(173
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(173
|
)
|
||||||
Foreign currency translation loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,623
|
)
|
|
—
|
|
|
(10,623
|
)
|
||||||
Change in fair value of interest rate swap
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,910
|
|
|
—
|
|
|
1,910
|
|
||||||
Balance, December 31, 2016
|
|
27,249
|
|
|
$
|
272
|
|
|
$
|
284,508
|
|
|
$
|
55,175
|
|
|
$
|
(30,596
|
)
|
|
$
|
32
|
|
|
$
|
309,391
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
163,052
|
|
|
—
|
|
|
—
|
|
|
163,052
|
|
||||||
Cash dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,887
|
)
|
|
—
|
|
|
—
|
|
|
(7,887
|
)
|
||||||
Share-based compensation expense
|
|
85
|
|
|
1
|
|
|
5,495
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,496
|
|
||||||
Shares issued for option exercises
|
|
263
|
|
|
2
|
|
|
3,108
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,110
|
|
||||||
Sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,243
|
)
|
|
(32
|
)
|
|
(9,275
|
)
|
||||||
Restricted shares and performance shares forgiven for taxes and forfeited
|
|
(25
|
)
|
|
—
|
|
|
(617
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(617
|
)
|
||||||
Foreign currency translation gain
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,094
|
|
|
—
|
|
|
22,094
|
|
||||||
Adoption of new accounting standard (Note 1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
740
|
|
|
—
|
|
|
—
|
|
|
740
|
|
||||||
Balance, December 31, 2017
|
|
27,572
|
|
|
$
|
275
|
|
|
$
|
292,494
|
|
|
$
|
211,080
|
|
|
$
|
(17,745
|
)
|
|
$
|
—
|
|
|
$
|
486,104
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(264,467
|
)
|
|
—
|
|
|
—
|
|
|
(264,467
|
)
|
||||||
Cash dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,803
|
)
|
|
—
|
|
|
—
|
|
|
(8,803
|
)
|
||||||
Shares issued
|
|
14,375
|
|
|
144
|
|
|
217,168
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
217,312
|
|
||||||
Share-based compensation expense
|
|
165
|
|
|
2
|
|
|
4,382
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,384
|
|
||||||
Shares issued for option exercises
|
|
27
|
|
|
—
|
|
|
274
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
274
|
|
||||||
Restricted shares and performance shares forgiven for taxes and forfeited
|
|
(35
|
)
|
|
—
|
|
|
(805
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(805
|
)
|
||||||
Change in estimate of performance share vesting
|
|
—
|
|
|
—
|
|
|
(1,968
|
)
|
|
128
|
|
|
—
|
|
|
—
|
|
|
(1,840
|
)
|
||||||
Foreign currency translation loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,880
|
)
|
|
—
|
|
|
(13,880
|
)
|
||||||
Adoption of new accounting standard (Note 1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
||||||
Balance, December 31, 2018
|
|
42,104
|
|
|
$
|
421
|
|
|
$
|
511,545
|
|
|
$
|
(62,046
|
)
|
|
$
|
(31,625
|
)
|
|
$
|
—
|
|
|
$
|
418,295
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(264,467
|
)
|
|
$
|
163,052
|
|
|
$
|
6,663
|
|
Adjustments to reconcile net income to net cash provided by (used by) operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization of continuing operations
|
|
71,128
|
|
|
52,406
|
|
|
50,721
|
|
|||
Depreciation and amortization of discontinued operations
|
|
—
|
|
|
7,722
|
|
|
11,852
|
|
|||
Amortization of debt issuance costs
|
|
4,845
|
|
|
4,296
|
|
|
4,168
|
|
|||
Goodwill impairment
|
|
182,542
|
|
|
—
|
|
|
—
|
|
|||
Other impairments
|
|
21,825
|
|
|
—
|
|
|
—
|
|
|||
Loss on extinguishment of debt and write-off of debt issuance costs
|
|
19,562
|
|
|
42,087
|
|
|
2,589
|
|
|||
Total derivative mark-to-market loss (gain), net of cash settlements
|
|
—
|
|
|
(1,483
|
)
|
|
2,563
|
|
|||
Share of net income from joint venture, net of cash dividends received
|
|
642
|
|
|
(1,284
|
)
|
|
(2,232
|
)
|
|||
Gain on disposal of discontinued operations, net of tax and cost to sell
|
|
—
|
|
|
(133,665
|
)
|
|
—
|
|
|||
Compensation expense from issuance of share-based awards
|
|
2,416
|
|
|
4,730
|
|
|
3,935
|
|
|||
Deferred income taxes
|
|
(20,758
|
)
|
|
(23,195
|
)
|
|
(15,526
|
)
|
|||
Other
|
|
1,290
|
|
|
100
|
|
|
308
|
|
|||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(3,543
|
)
|
|
(11,374
|
)
|
|
(18,505
|
)
|
|||
Inventories
|
|
(16,872
|
)
|
|
(10,278
|
)
|
|
4,377
|
|
|||
Accounts payable
|
|
2,693
|
|
|
4,118
|
|
|
7,633
|
|
|||
Income taxes receivable and payable, net
|
|
40,946
|
|
|
(124,389
|
)
|
|
(217
|
)
|
|||
Other
|
|
(1,310
|
)
|
|
(1,076
|
)
|
|
11,023
|
|
|||
Net cash provided by (used by) operating activities
|
|
40,939
|
|
|
(28,233
|
)
|
|
69,352
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Acquisition of property, plant and equipment, net of acquisitions
|
|
(64,036
|
)
|
|
(43,722
|
)
|
|
(43,820
|
)
|
|||
Short term investment
|
|
—
|
|
|
(8,000
|
)
|
|
—
|
|
|||
Proceeds from sale of business, net of cash sold
|
|
838
|
|
|
371,436
|
|
|
—
|
|
|||
Cash paid to acquire businesses, net of cash received
|
|
(399,009
|
)
|
|
(38,434
|
)
|
|
—
|
|
|||
Other
|
|
917
|
|
|
1,191
|
|
|
2,596
|
|
|||
Net cash provided by (used by) investing activities
|
|
(461,290
|
)
|
|
282,471
|
|
|
(41,224
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Cash paid for debt issuance or prepayment costs
|
|
(20,726
|
)
|
|
(40,235
|
)
|
|
(3,952
|
)
|
|||
Dividends paid
|
|
(8,826
|
)
|
|
(7,695
|
)
|
|
(7,584
|
)
|
|||
Proceeds from issuance of shares of common stock
|
|
217,312
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from long-term debt
|
|
311,841
|
|
|
322,000
|
|
|
44,000
|
|
|||
Repayment of long-term debt
|
|
(290,687
|
)
|
|
(314,313
|
)
|
|
(55,000
|
)
|
|||
Proceeds from (repayments of) short-term debt, net
|
|
10,305
|
|
|
(4,211
|
)
|
|
(456
|
)
|
|||
Other
|
|
(4,126
|
)
|
|
(1,382
|
)
|
|
(1,489
|
)
|
|||
Net cash provided by (used by) financing activities
|
|
215,093
|
|
|
(45,836
|
)
|
|
(24,481
|
)
|
|||
Effect of exchange rate changes on cash flows
|
|
(1,200
|
)
|
|
1,639
|
|
|
(4,329
|
)
|
|||
Net change in cash and cash equivalents
|
|
(206,458
|
)
|
|
210,041
|
|
|
(682
|
)
|
|||
Cash and cash equivalents at beginning of period (1)
|
|
224,446
|
|
|
14,405
|
|
|
15,087
|
|
|||
Cash and cash equivalents at end of period (1)
|
|
$
|
17,988
|
|
|
$
|
224,446
|
|
|
$
|
14,405
|
|
Supplemental schedule of non-cash operating, investing and financing activities:
|
|
|
|
|
|
|
||||||
Dividends accrued (reversed) for performance share units, net
|
|
$
|
(83
|
)
|
|
$
|
192
|
|
|
$
|
—
|
|
Non-cash additions to property, plant and equipment
|
|
$
|
26,605
|
|
|
$
|
1,436
|
|
|
$
|
—
|
|
Restructuring charges in other current and non-current liabilities
|
|
$
|
2,071
|
|
|
$
|
222
|
|
|
$
|
3,238
|
|
Supplemental disclosures:
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
56,223
|
|
|
$
|
52,083
|
|
|
$
|
59,158
|
|
Cash paid (received) for income taxes
|
|
$
|
(32,582
|
)
|
|
$
|
72,294
|
|
|
$
|
889
|
|
(1)
|
Cash and cash equivalents as of
December 31, 2016
, and
December 31, 2015
, includes
$8.1 million
and
$3.7 million
, respectively, of cash and cash equivalents that was included in current assets of discontinued operations.
|
•
|
sales volume, pricing and future cash flows of the business overall;
|
•
|
future expected cash flows from customer relationships, and other identifiable intangible assets, including future price levels, rates of increase in revenue and appropriate attrition rate;
|
•
|
the acquired company’s brand and competitive position, royalty rate quantum, as well as assumptions about the period of time the acquired brand will continue to benefit the combined company’s product portfolio; and
|
•
|
cost of capital, risk-adjusted discount rates, and income tax rates.
|
|
|
Year Ended December 31,
|
||||||
|
|
2017
(1)
|
|
2016
|
||||
Net sales
|
|
$
|
168,287
|
|
|
$
|
248,534
|
|
Cost of products sold (exclusive of depreciation and amortization shown separately below)
|
|
130,555
|
|
|
192,994
|
|
||
Selling, general and administrative expense
|
|
11,818
|
|
|
16,992
|
|
||
Depreciation and amortization
|
|
7,722
|
|
|
11,852
|
|
||
Loss on disposal of assets
|
|
—
|
|
|
27
|
|
||
Restructuring and integration expense
|
|
429
|
|
|
4,366
|
|
||
Income from operations
|
|
17,763
|
|
|
22,303
|
|
||
Interest expense
|
|
(181
|
)
|
|
(284
|
)
|
||
Other income (expense), net
|
|
(84
|
)
|
|
503
|
|
||
Income from discontinued operations before gain on disposal
and provision for income taxes
|
|
17,498
|
|
|
22,522
|
|
||
Provision for income taxes on discontinued operations
|
|
(7,461
|
)
|
|
(6,369
|
)
|
||
Income from discontinued operations before gain on disposal
|
|
10,037
|
|
|
16,153
|
|
||
Gain on disposal of discontinued operations
|
|
213,503
|
|
|
—
|
|
||
Provision for income taxes on gain on disposal
|
|
(85,852
|
)
|
|
—
|
|
||
Income from discontinued operations, net of tax
|
|
$
|
137,688
|
|
|
$
|
16,153
|
|
(1)
|
Includes the results of operations of the PBC Business from January 1, 2017 to the sale completion date of August 17,
2017
.
|
|
|
Year Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Depreciation and amortization
|
|
$
|
7,722
|
|
|
$
|
11,852
|
|
Acquisition of property, plant and equipment
|
|
$
|
7,316
|
|
|
$
|
11,926
|
|
Fair value of assets acquired and liabilities assumed as of May 7, 2018
|
As Reported on
June 30, 2018 |
|
Subsequent Adjustments to Fair Value
|
|
As Reported on December 31, 2018
|
||||||
Cash and cash equivalents
|
$
|
13,418
|
|
|
$
|
134
|
|
|
$
|
13,552
|
|
Accounts receivable
|
22,853
|
|
|
(721
|
)
|
|
22,132
|
|
|||
Inventories
|
23,606
|
|
|
(400
|
)
|
|
23,206
|
|
|||
Other current assets
|
937
|
|
|
734
|
|
|
1,671
|
|
|||
Property, plant and equipment
|
69,322
|
|
|
(5,625
|
)
|
|
63,697
|
|
|||
Intangible assets subject to amortization
|
164,200
|
|
|
(700
|
)
|
|
163,500
|
|
|||
Other non-current assets
|
3,304
|
|
|
(129
|
)
|
|
3,175
|
|
|||
Goodwill
|
157,421
|
|
|
4,399
|
|
|
161,820
|
|
|||
Total assets acquired
|
$
|
455,061
|
|
|
$
|
(2,308
|
)
|
|
$
|
452,753
|
|
Current liabilities
|
$
|
16,767
|
|
|
$
|
234
|
|
|
$
|
17,001
|
|
Deferred tax liability
|
46,713
|
|
|
(2,442
|
)
|
|
44,271
|
|
|||
Other non-current liabilities
|
620
|
|
|
—
|
|
|
620
|
|
|||
Total liabilities assumed
|
$
|
64,100
|
|
|
$
|
(2,208
|
)
|
|
$
|
61,892
|
|
Net assets acquired
|
$
|
390,961
|
|
|
$
|
(100
|
)
|
|
$
|
390,861
|
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Pro forma net sales
|
$
|
825,891
|
|
|
$
|
760,772
|
|
Pro forma income (loss) from continuing operations
|
$
|
(252,268
|
)
|
|
$
|
3,227
|
|
Pro forma net income (loss)
|
$
|
(252,268
|
)
|
|
$
|
140,915
|
|
Basic income (loss) from continuing operations per share
|
$
|
(7.96
|
)
|
|
$
|
0.12
|
|
Diluted income (loss) from continuing operations per share
|
$
|
(7.96
|
)
|
|
$
|
0.12
|
|
|
|
Mobile
Solutions
|
|
Power
Solutions
|
|
Life
Sciences
|
|
Corporate
and
Consolidations
|
|
Total
|
||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
335,037
|
|
|
$
|
189,778
|
|
|
$
|
248,173
|
|
|
$
|
(2,331
|
)
|
(a)
|
$
|
770,657
|
|
Depreciation and amortization
|
|
$
|
26,217
|
|
|
$
|
14,753
|
|
|
$
|
28,091
|
|
|
$
|
2,067
|
|
|
$
|
71,128
|
|
Goodwill impairment
|
|
$
|
73,442
|
|
|
$
|
109,100
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
182,542
|
|
Income from operations
|
|
$
|
(54,103
|
)
|
|
$
|
(95,115
|
)
|
|
$
|
19,136
|
|
|
$
|
(48,806
|
)
|
|
$
|
(178,888
|
)
|
Interest expense
|
|
|
|
|
|
|
|
|
|
$
|
(61,243
|
)
|
||||||||
Other
|
|
|
|
|
|
|
|
|
|
$
|
(20,903
|
)
|
||||||||
Loss from continuing operations before benefit for income taxes and share of net income from joint venture
|
|
|
|
|
|
|
|
|
|
$
|
(261,034
|
)
|
||||||||
Share of net income from joint venture
|
|
$
|
(14,390
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
(14,390
|
)
|
|||
Expenditures for long-lived assets
|
|
$
|
36,660
|
|
|
$
|
6,459
|
|
|
$
|
14,645
|
|
|
$
|
6,272
|
|
|
$
|
64,036
|
|
Total assets
|
|
$
|
356,387
|
|
|
$
|
297,947
|
|
|
$
|
802,770
|
|
|
$
|
44,466
|
|
(b)
|
$
|
1,501,570
|
|
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
336,852
|
|
|
$
|
186,602
|
|
|
$
|
98,329
|
|
|
$
|
(1,990
|
)
|
(a)
|
$
|
619,793
|
|
Depreciation and amortization
|
|
$
|
24,491
|
|
|
$
|
14,657
|
|
|
$
|
12,088
|
|
|
$
|
1,170
|
|
|
$
|
52,406
|
|
Income from operations
|
|
$
|
34,405
|
|
|
$
|
23,440
|
|
|
$
|
13,271
|
|
|
$
|
(38,002
|
)
|
|
$
|
33,114
|
|
Interest expense
|
|
|
|
|
|
|
|
|
|
$
|
(52,085
|
)
|
||||||||
Other
|
|
|
|
|
|
|
|
|
|
$
|
(39,902
|
)
|
||||||||
Loss from continuing operations before benefit for income taxes and share of net income from joint venture
|
|
|
|
|
|
|
|
|
|
$
|
(58,873
|
)
|
||||||||
Share of net income from joint venture
|
|
$
|
5,211
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
5,211
|
|
|||
Expenditures for long-lived assets
|
|
$
|
24,056
|
|
|
$
|
5,443
|
|
|
$
|
—
|
|
|
$
|
6,907
|
|
|
$
|
36,406
|
|
Total assets
|
|
$
|
428,321
|
|
|
$
|
385,558
|
|
|
$
|
353,208
|
|
|
$
|
307,916
|
|
(b)
|
$
|
1,475,003
|
|
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
326,138
|
|
|
$
|
180,330
|
|
|
$
|
80,057
|
|
|
$
|
(1,571
|
)
|
(a)
|
$
|
584,954
|
|
Depreciation and amortization
|
|
$
|
22,189
|
|
|
$
|
15,604
|
|
|
$
|
12,501
|
|
|
$
|
427
|
|
|
$
|
50,721
|
|
Income from operations
|
|
$
|
29,490
|
|
|
$
|
24,060
|
|
|
$
|
9,840
|
|
|
$
|
(28,611
|
)
|
|
$
|
34,779
|
|
Interest expense
|
|
|
|
|
|
|
|
|
|
$
|
(62,870
|
)
|
||||||||
Other
|
|
|
|
|
|
|
|
|
|
$
|
(2,775
|
)
|
||||||||
Loss from continuing operations before benefit for income taxes and share of net income from joint venture
|
|
|
|
|
|
|
|
|
|
$
|
(30,866
|
)
|
||||||||
Share of net income from joint venture
|
|
$
|
5,938
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
5,938
|
|
|||
Expenditures for long-lived assets
|
|
$
|
23,077
|
|
|
$
|
3,125
|
|
|
$
|
2,227
|
|
|
$
|
3,465
|
|
|
$
|
31,894
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Net sales
|
|
|
|
|
||||
Paragon Medical
|
|
$
|
116,998
|
|
|
$
|
—
|
|
NN Vandalia
|
|
30,668
|
|
|
6,682
|
|
||
Other
|
|
11,968
|
|
|
—
|
|
||
|
|
|
|
|
||||
Income (loss) from operations
|
|
|
|
|
||||
Paragon Medical
|
|
$
|
8,086
|
|
|
$
|
—
|
|
NN Vandalia
|
|
1,532
|
|
|
(458
|
)
|
||
Other
|
|
284
|
|
|
—
|
|
|
|
Property, Plant, and Equipment, Net
As of December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
United States
|
|
$
|
235,975
|
|
|
$
|
173,269
|
|
Europe
|
|
50,143
|
|
|
25,288
|
|
||
Asia
|
|
42,657
|
|
|
26,078
|
|
||
Mexico
|
|
7,647
|
|
|
7,544
|
|
||
S. America
|
|
24,606
|
|
|
27,101
|
|
||
All foreign countries
|
|
$
|
125,053
|
|
|
$
|
86,011
|
|
Total
|
|
$
|
361,028
|
|
|
$
|
259,280
|
|
|
|
As of December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Trade
|
|
$
|
135,260
|
|
|
$
|
110,165
|
|
Less—allowance for doubtful accounts
|
|
1,839
|
|
|
1,719
|
|
||
Accounts receivable, net
|
|
$
|
133,421
|
|
|
$
|
108,446
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of year
|
|
$
|
1,719
|
|
|
$
|
1,069
|
|
|
$
|
1,055
|
|
Additions
|
|
754
|
|
|
648
|
|
|
153
|
|
|||
Write-offs
|
|
(584
|
)
|
|
(101
|
)
|
|
(59
|
)
|
|||
Currency impact
|
|
(50
|
)
|
|
103
|
|
|
(80
|
)
|
|||
Balance at end of year
|
|
$
|
1,839
|
|
|
$
|
1,719
|
|
|
$
|
1,069
|
|
|
|
As of December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Raw materials
|
|
$
|
52,930
|
|
|
$
|
37,337
|
|
Work in process
|
|
42,578
|
|
|
27,669
|
|
||
Finished goods
|
|
27,107
|
|
|
17,611
|
|
||
Inventories
|
|
$
|
122,615
|
|
|
$
|
82,617
|
|
|
|
As of December 31,
|
||||||
2018
|
|
2017
|
||||||
Land and buildings
|
|
$
|
69,455
|
|
|
$
|
54,833
|
|
Machinery and equipment
|
|
401,729
|
|
|
302,470
|
|
||
Construction in progress
|
|
35,122
|
|
|
14,346
|
|
||
Total
|
|
506,306
|
|
|
371,649
|
|
||
Less—accumulated depreciation
|
|
145,278
|
|
|
112,369
|
|
||
Property, plant and equipment, net
|
|
$
|
361,028
|
|
|
$
|
259,280
|
|
|
|
Mobile Solutions
|
|
Power Solutions
|
|
Life Sciences
|
|
Total
|
||||||||
Balance as of December 31, 2016
|
|
$
|
73,263
|
|
|
$
|
201,934
|
|
|
$
|
168,332
|
|
|
$
|
443,529
|
|
Currency impact
|
|
884
|
|
|
747
|
|
|
—
|
|
|
1,631
|
|
||||
Goodwill acquired in acquisitions
|
|
—
|
|
|
—
|
|
|
9,452
|
|
|
9,452
|
|
||||
Balance as of December 31, 2017
|
|
74,147
|
|
|
202,681
|
|
|
177,784
|
|
|
454,612
|
|
||||
Currency impact and other
|
|
(705
|
)
|
|
(1,882
|
)
|
|
(3,118
|
)
|
|
(5,705
|
)
|
||||
Goodwill acquired in acquisitions
|
|
—
|
|
|
2,657
|
|
|
165,288
|
|
|
167,945
|
|
||||
Impairments
|
|
(73,442
|
)
|
|
(109,100
|
)
|
|
—
|
|
|
(182,542
|
)
|
||||
Measurement period adjustments
|
|
—
|
|
|
149
|
|
|
4,993
|
|
|
5,142
|
|
||||
Balance as of December 31, 2018
|
|
$
|
—
|
|
|
$
|
94,505
|
|
|
$
|
344,947
|
|
|
$
|
439,452
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
|
Gross Carrying Amount
|
|
Accumulated Impairment Charges
|
|
Net Book Value
|
|
Gross Carrying Amount
|
|
Accumulated Impairment Charges
|
|
Net Book Value
|
||||||||||||
Mobile Solutions
|
|
$
|
74,147
|
|
|
$
|
(74,147
|
)
|
|
$
|
—
|
|
|
$
|
74,147
|
|
|
$
|
—
|
|
|
$
|
74,147
|
|
Power Solutions
|
|
205,405
|
|
|
(110,900
|
)
|
|
94,505
|
|
|
204,481
|
|
|
(1,800
|
)
|
|
202,681
|
|
||||||
Life Sciences
|
|
344,947
|
|
|
—
|
|
|
344,947
|
|
|
177,784
|
|
|
—
|
|
|
177,784
|
|
||||||
Total goodwill
|
|
$
|
624,499
|
|
|
$
|
(185,047
|
)
|
|
$
|
439,452
|
|
|
$
|
456,412
|
|
|
$
|
(1,800
|
)
|
|
$
|
454,612
|
|
|
|
Gross Carrying Value as of Acquisition Date
|
|
Weighted Average Estimated Useful Life in Years
|
||
Customer relationships
|
|
$
|
146,800
|
|
|
20
|
Trademark and trade name
|
|
14,700
|
|
|
29
|
|
Other
|
|
9,613
|
|
|
1
|
|
Total intangible assets acquired in current year
|
|
$
|
171,113
|
|
|
19
|
|
|
Mobile Solutions
|
|
Power Solutions
|
|
Life Sciences
|
|
Total
|
||||||||
Balance as of December 31, 2016
|
|
$
|
42,928
|
|
|
$
|
115,928
|
|
|
$
|
95,407
|
|
|
$
|
254,263
|
|
Amortization
|
|
(3,481
|
)
|
|
(10,898
|
)
|
|
(9,081
|
)
|
|
(23,460
|
)
|
||||
Currency impacts
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Intangible assets acquired in acquisition
|
|
—
|
|
|
—
|
|
|
6,900
|
|
|
6,900
|
|
||||
Balance as of December 31, 2017
|
|
$
|
39,446
|
|
|
$
|
105,030
|
|
|
$
|
93,226
|
|
|
$
|
237,702
|
|
Amortization
|
|
(3,540
|
)
|
|
(10,939
|
)
|
|
(18,074
|
)
|
|
(32,553
|
)
|
||||
Currency impacts
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
||||
Intangible assets acquired in acquisitions
|
|
—
|
|
|
1,900
|
|
|
169,213
|
|
|
171,113
|
|
||||
Measurement period adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance as of December 31, 2018
|
|
$
|
35,892
|
|
|
$
|
95,991
|
|
|
$
|
244,365
|
|
|
$
|
376,248
|
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
|
Estimated
Useful
Life in Years
|
|
Gross
Carrying
Value
as of
Acquisition
Date
|
|
Accumulated
Amortization
|
|
Net
Carrying
Value
|
|
Gross
Carrying
Value
as of
Acquisition
Date
|
|
Accumulated
Amortization
|
|
Net
Carrying
Value
|
||||||||||||
Customer relationships
|
|
12 - 20
|
|
$
|
428,830
|
|
|
$
|
(75,581
|
)
|
|
$
|
353,249
|
|
|
$
|
282,030
|
|
|
$
|
(52,408
|
)
|
|
$
|
229,622
|
|
Trademark and trade name
|
|
8 - 30
|
|
25,100
|
|
|
(4,085
|
)
|
|
21,015
|
|
|
10,460
|
|
|
(2,703
|
)
|
|
7,757
|
|
||||||
Other
|
|
1 - 5
|
|
10,641
|
|
|
(8,657
|
)
|
|
1,984
|
|
|
8,740
|
|
|
(8,417
|
)
|
|
323
|
|
||||||
Total identified intangible assets
|
|
|
|
$
|
464,571
|
|
|
$
|
(88,323
|
)
|
|
$
|
376,248
|
|
|
$
|
301,230
|
|
|
$
|
(63,528
|
)
|
|
$
|
237,702
|
|
Balance as of December 31, 2017
|
$
|
39,822
|
|
Share of earnings
|
2,543
|
|
|
Dividends declared and paid by joint venture
|
(2,842
|
)
|
|
Accretion of basis difference from purchase accounting
|
(343
|
)
|
|
Foreign currency translation loss
|
(2,227
|
)
|
|
Impairment
|
(16,589
|
)
|
|
Balance as of December 31, 2018
|
$
|
20,364
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
|
$
|
69,901
|
|
|
$
|
74,805
|
|
|
$
|
65,756
|
|
Cost of sales
|
|
57,596
|
|
|
57,514
|
|
|
44,530
|
|
|||
Income from operations
|
|
6,853
|
|
|
13,659
|
|
|
16,268
|
|
|||
Net income
|
|
4,646
|
|
|
11,442
|
|
|
13,702
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Loss from continuing operations before benefit for income taxes and share of net income from joint venture
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
(263,499
|
)
|
|
$
|
(71,603
|
)
|
|
$
|
(39,160
|
)
|
Foreign
|
|
2,465
|
|
|
12,730
|
|
|
8,294
|
|
|||
Total
|
|
$
|
(261,034
|
)
|
|
$
|
(58,873
|
)
|
|
$
|
(30,866
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current taxes:
|
|
|
|
|
|
|
||||||
U.S. Federal
|
|
$
|
8,150
|
|
|
$
|
(47,916
|
)
|
|
$
|
(2,595
|
)
|
State
|
|
584
|
|
|
(12,226
|
)
|
|
679
|
|
|||
Foreign
|
|
3,086
|
|
|
4,310
|
|
|
2,004
|
|
|||
Total current tax expense (benefit)
|
|
11,820
|
|
|
(55,832
|
)
|
|
88
|
|
|||
Deferred taxes:
|
|
|
|
|
|
|
||||||
U.S. Federal
|
|
$
|
(16,129
|
)
|
|
$
|
(25,017
|
)
|
|
$
|
(9,679
|
)
|
State
|
|
(780
|
)
|
|
3,009
|
|
|
(6,406
|
)
|
|||
Deferred tax valuation allowance
|
|
(3,565
|
)
|
|
710
|
|
|
1,882
|
|
|||
Foreign
|
|
(2,303
|
)
|
|
(1,896
|
)
|
|
(1,323
|
)
|
|||
Total deferred tax benefit
|
|
(22,777
|
)
|
|
(23,194
|
)
|
|
(15,526
|
)
|
|||
Total income tax benefit
|
|
$
|
(10,957
|
)
|
|
$
|
(79,026
|
)
|
|
$
|
(15,438
|
)
|
|
|
Year Ended December 31,
|
|||||||
|
|
2018
|
|
2017
|
|
2016
|
|||
U.S federal statutory income tax rate
|
|
21.0
|
%
|
|
35.0
|
%
|
|
34.0
|
%
|
Change in valuation allowance
|
|
(0.9
|
)%
|
|
(1.2
|
)%
|
|
(6.1
|
)%
|
Foreign tax credits, exclusive of tax reform
|
|
—
|
%
|
|
(13.8
|
)%
|
|
8.2
|
%
|
State taxes, net of federal taxes, exclusive of tax reform
|
|
0.4
|
%
|
|
9.1
|
%
|
|
5.7
|
%
|
Non-U.S. earnings taxed at different rates
|
|
1.2
|
%
|
|
1.7
|
%
|
|
4.8
|
%
|
Non-deductible mergers and acquisitions costs
|
|
(0.2
|
)%
|
|
—
|
%
|
|
—
|
%
|
GILTI
|
|
(0.3
|
)%
|
|
—
|
%
|
|
—
|
%
|
Goodwill impairment
|
|
(15.5
|
)%
|
|
—
|
%
|
|
—
|
%
|
R&D Tax credit
|
|
0.3
|
%
|
|
0.3
|
%
|
|
0.9
|
%
|
Change in uncertain tax positions
|
|
0.3
|
%
|
|
(0.4
|
)%
|
|
3.2
|
%
|
Impact of Tax Reform
|
|
|
|
|
|
|
|||
Toll Charge, net of foreign tax credit
|
|
0.6
|
%
|
|
(11.5
|
)%
|
|
—
|
%
|
Remeasurement of deferred taxes pursuant to tax reform
|
|
(0.9
|
)%
|
|
65.6
|
%
|
|
—
|
%
|
Tax Reform impact on divestiture of business segment
|
|
—
|
%
|
|
33.9
|
%
|
|
—
|
%
|
Section 199/Domestic Production Deduction
|
|
—
|
%
|
|
0.8
|
%
|
|
—
|
%
|
Divestiture of Business Segment, exclusive of tax reform
|
|
(0.9
|
)%
|
|
13.6
|
%
|
|
—
|
%
|
Return to provision
|
|
(0.8
|
)%
|
|
—
|
%
|
|
—
|
%
|
Prior period revisions
|
|
—
|
%
|
|
0.5
|
%
|
|
4.2
|
%
|
Foreign JV net income
|
|
—
|
%
|
|
—
|
%
|
|
(4.1
|
)%
|
Other adjustments, net
|
|
(0.1
|
)%
|
|
0.6
|
%
|
|
(0.8
|
)%
|
Effective tax rate
|
|
4.2
|
%
|
|
134.2
|
%
|
|
50.0
|
%
|
|
|
As of December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Deferred income tax liabilities:
|
|
|
|
|
||||
Tax in excess of book depreciation
|
|
$
|
37,425
|
|
|
$
|
34,143
|
|
Goodwill
|
|
—
|
|
|
58
|
|
||
Intangible assets
|
|
80,623
|
|
|
50,688
|
|
||
Other deferred tax liabilities
|
|
794
|
|
|
389
|
|
||
Total deferred income tax liabilities
|
|
118,842
|
|
|
85,278
|
|
||
Deferred income tax assets:
|
|
|
|
|
||||
Interest expense limitation
|
|
9,968
|
|
|
—
|
|
||
Goodwill
|
|
1,441
|
|
|
2,067
|
|
||
Inventories
|
|
2,745
|
|
|
2,248
|
|
||
Pension/Personnel accruals
|
|
1,317
|
|
|
1,596
|
|
||
Net operating loss carry forwards
|
|
9,321
|
|
|
6,950
|
|
||
Foreign tax credits
|
|
5,345
|
|
|
—
|
|
||
Credit carry forwards
|
|
4,130
|
|
|
3,427
|
|
||
Accruals and reserves
|
|
1,531
|
|
|
2,015
|
|
||
Other deferred tax assets
|
|
4,022
|
|
|
3,019
|
|
||
Deferred income tax assets before Valuation Allowance
|
|
39,820
|
|
|
21,322
|
|
||
Valuation allowance on deferred tax assets
|
|
(14,460
|
)
|
|
(7,608
|
)
|
||
Total deferred income tax assets
|
|
25,360
|
|
|
13,714
|
|
||
Net deferred income tax liabilities
(1)
|
|
$
|
93,482
|
|
|
$
|
71,564
|
|
(1)
|
In accordance with the Tax Act, our ending domestic deferred balances have been remeasured to
21%
for the year ended December 31,
2017
.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of year
|
|
$
|
7,608
|
|
|
$
|
4,090
|
|
|
$
|
2,376
|
|
Additions
|
|
6,852
|
|
|
3,518
|
|
|
1,882
|
|
|||
Recoveries
|
|
—
|
|
|
—
|
|
|
(168
|
)
|
|||
Balance at end of year
|
|
$
|
14,460
|
|
|
$
|
7,608
|
|
|
$
|
4,090
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of year
|
|
$
|
5,655
|
|
|
$
|
4,741
|
|
|
$
|
5,724
|
|
Additions for tax positions of prior years
|
|
304
|
|
|
1,404
|
|
|
179
|
|
|||
Reductions for tax positions of prior years
|
|
(1,350
|
)
|
|
(490
|
)
|
|
(1,162
|
)
|
|||
Balance at end of year
|
|
$
|
4,609
|
|
|
$
|
5,655
|
|
|
$
|
4,741
|
|
|
|
As of December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Senior Secured Term Loan
|
|
$
|
532,063
|
|
|
$
|
534,250
|
|
Incremental Term Loan
|
|
279,000
|
|
|
291,000
|
|
||
Senior Secured Revolver
|
|
38,720
|
|
|
—
|
|
||
International lines of credit and other loans
|
|
9,810
|
|
|
3,315
|
|
||
Total principal
|
|
859,593
|
|
|
828,565
|
|
||
Less—current maturities of long-term debt
|
|
31,280
|
|
|
17,283
|
|
||
Principal, net of current portion
|
|
828,313
|
|
|
811,282
|
|
||
Less—unamortized debt issuance costs
|
|
16,842
|
|
|
20,477
|
|
||
Long-term debt, net of current portion
|
|
$
|
811,471
|
|
|
$
|
790,805
|
|
Year Ending December 31,
|
|
Aggregate
Maturities
Principal
Amounts
|
||
2019
|
|
$
|
31,280
|
|
2020
|
|
50,097
|
|
|
2021
|
|
261,094
|
|
|
2022
|
|
515,157
|
|
|
2023
|
|
344
|
|
|
Thereafter
|
|
1,621
|
|
|
|
|
|
||
Total outstanding principal
|
|
$
|
859,593
|
|
|
|
Mobile
Solutions
|
|
Power
Solutions
|
|
Life
Sciences
|
|
Corporate and
Consolidations
|
|
Total
|
||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance and other employee costs
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,336
|
|
|
$
|
728
|
|
|
$
|
2,064
|
|
Site closure and other associated costs
|
|
63
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|||||
Total
|
|
$
|
63
|
|
|
$
|
—
|
|
|
$
|
1,336
|
|
|
$
|
728
|
|
|
$
|
2,127
|
|
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance and other employee costs
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17
|
|
Site closure and other associated costs
|
|
369
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
369
|
|
|||||
Total
|
|
$
|
386
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
386
|
|
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance and other employee costs
|
|
$
|
851
|
|
|
$
|
455
|
|
|
$
|
381
|
|
|
$
|
—
|
|
|
$
|
1,687
|
|
Site closure and other associated costs
|
|
3,488
|
|
|
263
|
|
|
220
|
|
|
—
|
|
|
3,971
|
|
|||||
Total
|
|
$
|
4,339
|
|
|
$
|
718
|
|
|
$
|
601
|
|
|
$
|
—
|
|
|
$
|
5,658
|
|
|
|
Reserve
Balance as of
December 31, 2017
|
|
Charges
|
|
Non-cash
Adjustments
|
|
Cash
Reductions
|
|
Reserve
Balance as of
December 31, 2018
|
||||||||||
Severance and other employee costs
|
|
$
|
—
|
|
|
$
|
2,064
|
|
|
$
|
—
|
|
|
$
|
(942
|
)
|
|
$
|
1,122
|
|
Site closure and other associated costs
|
|
1,099
|
|
|
63
|
|
|
(56
|
)
|
|
(1,082
|
)
|
|
24
|
|
|||||
Total
|
|
$
|
1,099
|
|
|
$
|
2,127
|
|
|
$
|
(56
|
)
|
|
$
|
(2,024
|
)
|
|
$
|
1,146
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Reserve
Balance as of
December 31, 2016
|
|
Charges
|
|
Non-cash
Adjustments
|
|
Cash
Reductions
|
|
Reserve
Balance as of
December 31, 2017
|
||||||||||
Severance and other employee costs
|
|
$
|
1,000
|
|
|
$
|
17
|
|
|
$
|
(164
|
)
|
|
$
|
(853
|
)
|
|
$
|
—
|
|
Site closure and other associated costs
|
|
1,625
|
|
|
369
|
|
|
—
|
|
|
(895
|
)
|
|
1,099
|
|
|||||
Total
|
|
$
|
2,625
|
|
|
$
|
386
|
|
|
$
|
(164
|
)
|
|
$
|
(1,748
|
)
|
|
$
|
1,099
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Reserve
Balance as of
December 31, 2015
|
|
Charges
|
|
Non-cash
Adjustments
|
|
Cash
Reductions
|
|
Reserve
Balance as of
December 31, 2016
|
||||||||||
Severance and other employee costs
|
|
$
|
887
|
|
|
$
|
1,687
|
|
|
$
|
(278
|
)
|
|
$
|
(1,296
|
)
|
|
$
|
1,000
|
|
Site closure and other associated costs
|
|
1,845
|
|
|
3,971
|
|
|
(2,142
|
)
|
|
(2,049
|
)
|
|
1,625
|
|
|||||
Total
|
|
$
|
2,732
|
|
|
$
|
5,658
|
|
|
$
|
(2,420
|
)
|
|
$
|
(3,345
|
)
|
|
$
|
2,625
|
|
Year Ending December 31,
|
Minimum
Rental
Commitments
|
||
2019
|
$
|
13,337
|
|
2020
|
11,515
|
|
|
2021
|
10,557
|
|
|
2022
|
10,293
|
|
|
2023
|
8,752
|
|
|
Thereafter
|
53,945
|
|
|
|
|
||
Total minimum payments
|
$
|
108,399
|
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
|
|
Mobile
Solutions
|
|
Power
Solutions
|
|
Life
Sciences
|
|
Intersegment Sales Eliminations
|
|
Total
|
||||||||||
United States
|
|
$
|
187,178
|
|
|
$
|
157,357
|
|
|
$
|
206,776
|
|
|
$
|
(2,331
|
)
|
|
$
|
548,980
|
|
China
|
|
43,610
|
|
|
5,537
|
|
|
6,130
|
|
|
—
|
|
|
55,277
|
|
|||||
Mexico
|
|
27,053
|
|
|
12,254
|
|
|
191
|
|
|
—
|
|
|
39,498
|
|
|||||
Brazil
|
|
35,314
|
|
|
215
|
|
|
29
|
|
|
—
|
|
|
35,558
|
|
|||||
Germany
|
|
5,652
|
|
|
26
|
|
|
19,870
|
|
|
—
|
|
|
25,548
|
|
|||||
Switzerland
|
|
5,006
|
|
|
54
|
|
|
6,446
|
|
|
—
|
|
|
11,506
|
|
|||||
Poland
|
|
7,010
|
|
|
13
|
|
|
8
|
|
|
—
|
|
|
7,031
|
|
|||||
Italy
|
|
5,558
|
|
|
221
|
|
|
317
|
|
|
—
|
|
|
6,096
|
|
|||||
Czech Republic
|
|
6,131
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|
6,178
|
|
|||||
Netherlands
|
|
—
|
|
|
3,290
|
|
|
—
|
|
|
—
|
|
|
3,290
|
|
|||||
Other
|
|
12,525
|
|
|
10,764
|
|
|
8,406
|
|
|
—
|
|
|
31,695
|
|
|||||
Total net sales
|
|
$
|
335,037
|
|
|
$
|
189,778
|
|
|
$
|
248,173
|
|
|
$
|
(2,331
|
)
|
|
$
|
770,657
|
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
|
|
Mobile
Solutions
|
|
Power
Solutions
|
|
Life
Sciences
|
|
Intersegment Sales Eliminations
|
|
Total
|
||||||||||
United States
|
|
$
|
190,828
|
|
|
$
|
152,938
|
|
|
$
|
96,062
|
|
|
$
|
(1,990
|
)
|
|
$
|
437,838
|
|
China
|
|
45,503
|
|
|
6,481
|
|
|
267
|
|
|
—
|
|
|
52,251
|
|
|||||
Mexico
|
|
26,639
|
|
|
14,220
|
|
|
78
|
|
|
—
|
|
|
40,937
|
|
|||||
Brazil
|
|
35,425
|
|
|
185
|
|
|
—
|
|
|
—
|
|
|
35,610
|
|
|||||
Germany
|
|
5,502
|
|
|
11
|
|
|
35
|
|
|
—
|
|
|
5,548
|
|
|||||
Switzerland
|
|
5,450
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,450
|
|
|||||
Poland
|
|
5,183
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,183
|
|
|||||
Italy
|
|
5,347
|
|
|
334
|
|
|
—
|
|
|
—
|
|
|
5,681
|
|
|||||
Czech Republic
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Netherlands
|
|
—
|
|
|
2,817
|
|
|
—
|
|
|
—
|
|
|
2,817
|
|
|||||
Other
|
|
16,975
|
|
|
9,616
|
|
|
1,887
|
|
|
—
|
|
|
28,478
|
|
|||||
Total net sales
|
|
$
|
336,852
|
|
|
$
|
186,602
|
|
|
$
|
98,329
|
|
|
$
|
(1,990
|
)
|
|
$
|
619,793
|
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
|
Mobile
Solutions
|
|
Power
Solutions
|
|
Life
Sciences
|
|
Intersegment Sales Eliminations
|
|
Total
|
||||||||||
United States
|
|
$
|
196,217
|
|
|
$
|
134,564
|
|
|
$
|
78,707
|
|
|
$
|
(1,571
|
)
|
|
$
|
407,917
|
|
China
|
|
44,579
|
|
|
8,131
|
|
|
403
|
|
|
—
|
|
|
53,113
|
|
|||||
Mexico
|
|
24,919
|
|
|
20,944
|
|
|
—
|
|
|
—
|
|
|
45,863
|
|
|||||
Brazil
|
|
23,801
|
|
|
458
|
|
|
—
|
|
|
—
|
|
|
24,259
|
|
|||||
Germany
|
|
4,497
|
|
|
8
|
|
|
35
|
|
|
—
|
|
|
4,540
|
|
|||||
Switzerland
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Poland
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Italy
|
|
5,027
|
|
|
322
|
|
|
—
|
|
|
—
|
|
|
5,349
|
|
|||||
Czech Republic
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Netherlands
|
|
—
|
|
|
1,882
|
|
|
—
|
|
|
—
|
|
|
1,882
|
|
|||||
Other
|
|
27,098
|
|
|
14,021
|
|
|
912
|
|
|
—
|
|
|
42,031
|
|
|||||
Total net sales
|
|
$
|
326,138
|
|
|
$
|
180,330
|
|
|
$
|
80,057
|
|
|
$
|
(1,571
|
)
|
|
$
|
584,954
|
|
|
|
Deferred
Revenue
|
||
Balance at January 1, 2018
|
|
$
|
2,124
|
|
Balance at December 31, 2018
|
|
$
|
2,974
|
|
•
|
The performance obligation is part of a contract that has an original expected duration of one year or less.
|
|
Year Ended December 31, 2018
|
||||||||||
|
As Reported
|
|
Balances Without Adoption of ASC 606
|
|
Effect of Change
|
||||||
Net sales
|
$
|
770,657
|
|
|
$
|
770,654
|
|
|
$
|
3
|
|
Cost of sales
|
588,205
|
|
|
588,202
|
|
|
3
|
|
|||
Income (loss) from operations
|
(178,888
|
)
|
|
(178,888
|
)
|
|
—
|
|
|
As of December 31, 2018
|
||||||||||
|
As Reported
|
|
Balances Without Adoption of ASC 606
|
|
Effect of Change
|
||||||
Accounts receivable, net
|
$
|
133,421
|
|
|
$
|
132,810
|
|
|
$
|
611
|
|
Inventories
|
122,615
|
|
|
122,988
|
|
|
(373
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Stock options
|
|
$
|
678
|
|
|
$
|
1,078
|
|
|
$
|
687
|
|
Restricted stock
|
|
1,630
|
|
|
1,968
|
|
|
2,061
|
|
|||
Performance share units
|
|
2,076
|
|
|
2,450
|
|
|
1,187
|
|
|||
Change in estimate of performance share vesting
(1)
|
|
(1,968
|
)
|
|
—
|
|
|
—
|
|
|||
Share-based compensation expense
|
|
$
|
2,416
|
|
|
$
|
5,496
|
|
|
$
|
3,935
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Expected term
|
|
6 years
|
|
|
6 years
|
|
|
6 years
|
|
Average risk-free interest rate
|
|
2.66
|
%
|
|
2.03
|
%
|
|
1.43
|
%
|
Expected dividend yield
|
|
1.15
|
%
|
|
1.16
|
%
|
|
2.48
|
%
|
Expected volatility
|
|
47.69
|
%
|
|
56.56
|
%
|
|
59.23
|
%
|
Expected forfeiture rate
|
|
4.00
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
|
|
Number of Options
(in thousands)
|
|
Weighted-
Average
Exercise
Price
(per share)
|
|
Weighted-
Average
Remaining
Contractual
Term (years)
|
|
Aggregate
Intrinsic
Value
|
|
|
|||||
Outstanding at January 1, 2018
|
|
746
|
|
|
$
|
14.33
|
|
|
|
|
|
|
|
||
Granted
|
|
58
|
|
|
24.47
|
|
|
|
|
|
|
|
|||
Exercised
|
|
(27
|
)
|
|
10.15
|
|
|
|
|
$
|
477
|
|
|
|
|
Forfeited or expired
|
|
(6
|
)
|
|
22.39
|
|
|
|
|
|
|
|
|||
Outstanding at December 31, 2018
|
|
771
|
|
|
$
|
15.17
|
|
|
5.6
|
|
$
|
—
|
|
|
(1)
|
Exercisable at December 31, 2018
|
|
625
|
|
|
$
|
13.63
|
|
|
4.9
|
|
$
|
—
|
|
|
(1)
|
(1)
|
The aggregate intrinsic value is the sum of intrinsic values for each exercisable individual option grant. The intrinsic value is the amount by which the closing market price of our stock at December 31,
2018
, was greater than the exercise price of any individual option grant.
|
|
|
Number of Unvested
Restricted
Shares
(in thousands)
|
|
Weighted
Average Grant
Date Fair
Value
|
|||
Unvested at January 1, 2018
|
|
152
|
|
|
$
|
19.21
|
|
Granted
|
|
87
|
|
|
24.55
|
|
|
Vested
|
|
(93
|
)
|
|
19.69
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Unvested at December 31, 2018
|
|
146
|
|
|
$
|
22.07
|
|
TSR Awards:
|
|
Threshold Performance
(50% of Shares)
|
|
Target Performance
(100% of Shares)
|
|
Maximum Performance
(150% of Shares)
|
2018 grants
|
|
35
|
|
50
|
|
75
|
2017 grants
|
|
35
|
|
50
|
|
75
|
2016 grants
|
|
35
|
|
50
|
|
75
|
ROIC Awards:
|
|
Threshold Performance
(35% of Shares)
|
|
Target Performance
(100% of Shares)
|
|
Maximum Performance
(150% of Shares)
|
|||
2018 grants
|
|
15.5
|
%
|
|
18.0
|
%
|
|
19.5
|
%
|
2017 grants
|
|
15.0
|
%
|
|
17.5
|
%
|
|
20.0
|
%
|
2016 grants
|
|
15.5
|
%
|
|
18.0
|
%
|
|
20.5
|
%
|
|
|
TSR Awards
|
|
ROIC Awards
|
||||||||||
Award Year
|
|
Number of
Shares
(in thousands)
|
|
Grant Date
Fair Value
(per share)
|
|
Number of
Shares
(in thousands)
|
|
Grant Date
Fair Value
(per share)
|
||||||
2018
|
|
55
|
|
|
$
|
24.65
|
|
|
55
|
|
|
$
|
24.55
|
|
2017
|
|
46
|
|
|
$
|
29.84
|
|
|
53
|
|
|
$
|
24.20
|
|
2016
|
|
101
|
|
|
$
|
9.38
|
|
|
101
|
|
|
$
|
11.31
|
|
|
|
Nonvested TSR Awards
|
|
Nonvested ROIC Awards
|
||||||||||
|
|
Number of
Shares
(in thousands)
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Number of
Shares
(in thousands)
|
|
Weighted
Average
Grant Date
Fair Value
|
||||||
Nonvested at January 1, 2018
|
|
130
|
|
|
$
|
16.60
|
|
|
136
|
|
|
$
|
16.27
|
|
Granted
|
|
55
|
|
|
24.65
|
|
|
55
|
|
|
24.55
|
|
||
Vested
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Expired
|
|
(78
|
)
|
|
9.38
|
|
|
(77
|
)
|
|
11.31
|
|
||
Forfeited
|
|
(13
|
)
|
|
14.50
|
|
|
(14
|
)
|
|
14.86
|
|
||
Nonvested at December 31, 2018
|
|
94
|
|
|
$
|
26.84
|
|
|
100
|
|
|
$
|
24.39
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Income (loss) from continuing operations
|
|
$
|
(264,467
|
)
|
|
$
|
25,364
|
|
|
$
|
(9,490
|
)
|
Income from discontinued operations, net of tax
|
|
—
|
|
|
137,688
|
|
|
16,153
|
|
|||
Net income (loss)
|
|
$
|
(264,467
|
)
|
|
$
|
163,052
|
|
|
$
|
6,663
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
|
31,678
|
|
|
27,433
|
|
|
27,016
|
|
|||
Effect of dilutive stock options
|
|
—
|
|
|
322
|
|
|
—
|
|
|||
Diluted shares outstanding
|
|
31,678
|
|
|
27,755
|
|
|
27,016
|
|
|||
|
|
|
|
|
|
|
||||||
Basic income (loss) from continuing operations per share
|
|
$
|
(8.35
|
)
|
|
$
|
0.92
|
|
|
$
|
(0.35
|
)
|
Basic income from discontinued operations per share
|
|
—
|
|
|
5.02
|
|
|
0.60
|
|
|||
Basic net income (loss) per share
|
|
$
|
(8.35
|
)
|
|
$
|
5.94
|
|
|
$
|
0.25
|
|
|
|
|
|
|
|
|
||||||
Diluted income (loss) from continuing operations per share
|
|
$
|
(8.35
|
)
|
|
$
|
0.91
|
|
|
$
|
(0.35
|
)
|
Diluted income from discontinued operations per share
|
|
—
|
|
|
4.96
|
|
|
0.60
|
|
|||
Diluted net income (loss) per share
|
|
$
|
(8.35
|
)
|
|
$
|
5.87
|
|
|
$
|
0.25
|
|
Cash dividends declared per common share
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
2018
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Net sales
|
|
$
|
169,148
|
|
|
$
|
196,349
|
|
|
$
|
205,683
|
|
|
$
|
199,477
|
|
Cost of sales (exclusive of depreciation and amortization)
|
|
126,444
|
|
|
148,640
|
|
|
156,408
|
|
|
156,713
|
|
||||
Income (loss) from continuing operations
|
|
(5,983
|
)
|
|
(24,511
|
)
|
|
(13,784
|
)
|
|
(220,189
|
)
|
||||
Net income (loss)
|
|
(5,983
|
)
|
|
(24,511
|
)
|
|
(13,784
|
)
|
|
(220,189
|
)
|
||||
Comprehensive income (loss)
|
|
(518
|
)
|
|
(40,292
|
)
|
|
(17,977
|
)
|
|
(219,560
|
)
|
||||
Basic income (loss) from continuing operations per share
|
|
$
|
(0.22
|
)
|
|
$
|
(0.89
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(5.25
|
)
|
Basic net income (loss) per share
|
|
$
|
(0.22
|
)
|
|
$
|
(0.89
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(5.25
|
)
|
Diluted income (loss) from continuing operations per share
|
|
$
|
(0.22
|
)
|
|
$
|
(0.89
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(5.25
|
)
|
Diluted net income (loss) per share
|
|
$
|
(0.22
|
)
|
|
$
|
(0.89
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(5.25
|
)
|
2017
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Net sales
|
|
$
|
157,555
|
|
|
$
|
157,947
|
|
|
$
|
148,156
|
|
|
$
|
156,135
|
|
Cost of sales (exclusive of depreciation and amortization)
|
|
114,480
|
|
|
114,514
|
|
|
111,272
|
|
|
118,814
|
|
||||
Income (loss) from continuing operations
|
|
1,893
|
|
|
(26,374
|
)
|
|
(3,480
|
)
|
|
53,325
|
|
||||
Income (loss) from discontinued operations, net of tax
|
|
5,518
|
|
|
5,236
|
|
|
129,441
|
|
|
(2,507
|
)
|
||||
Net income (loss)
|
|
7,411
|
|
|
(21,138
|
)
|
|
125,961
|
|
|
50,818
|
|
||||
Comprehensive income (loss)
|
|
12,516
|
|
|
(11,627
|
)
|
|
123,129
|
|
|
51,885
|
|
||||
Basic income (loss) from continuing operations per share
|
|
$
|
0.07
|
|
|
$
|
(0.96
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
1.93
|
|
Basic net income (loss) per share
|
|
$
|
0.27
|
|
|
$
|
(0.77
|
)
|
|
$
|
4.57
|
|
|
$
|
1.84
|
|
Diluted income (loss) from continuing operations per share
|
|
$
|
0.07
|
|
|
$
|
(0.96
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
1.91
|
|
Diluted net income (loss) per share
|
|
$
|
0.27
|
|
|
$
|
(0.77
|
)
|
|
$
|
4.57
|
|
|
$
|
1.82
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
•
|
We did not maintain effective controls over information and communication as it relates to the accounting for income taxes. Specifically, we did not implement and reinforce an adequate process for communication and information sharing necessary to support the functioning of internal control between our tax group and our corporate accounting group.
|
•
|
We did not design and maintain effective internal controls over the accounting for business combinations, which specifically included not designing and maintaining effective controls over the (a) accuracy, valuation, and presentation and disclosure for allocating goodwill to our international businesses and (b) completeness, accuracy, and valuation of deferred income taxes recorded in connection with business combinations.
|
•
|
We did not design and maintain effective internal controls over the accounting for income taxes, which specifically included not designing and maintaining controls over the completeness, accuracy, valuation, and presentation and disclosure of deferred income tax accounts, income tax provision and related disclosures.
|
•
|
Enhance and supplement the finance team by increasing the number of roles, reassigning responsibilities, and adding additional resources with an appropriate level of knowledge and experience in internal control over financial reporting commensurate with our financial reporting requirements.
|
•
|
Enhance the information and level of communication as it relates to the accounting for income taxes and the information sharing necessary to support the functioning of internal control between the tax group and corporate accounting.
|
•
|
Develop and implement enhancements to the design of our business combination key controls.
|
•
|
Conduct training programs on policies and procedures and effective communication related to internal controls over financial reporting.
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
|
Table of Equity Compensation Plan Information
(in thousands, except per share data)
|
|
|
||||||
Plan Category
|
|
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
(a)
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
|
|
Number of securities remaining
available for future issuance under
equity compensation plans
(excluding securities reflected in
column (a))
(c)
|
||||
Equity compensation plans approved by security holders
|
|
771
|
|
|
$
|
15.17
|
|
|
1,893
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
771
|
|
|
$
|
15.17
|
|
|
1,893
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
Item 16.
|
Form 10-K Summary
|
|
|
|
|
Incorporation by Reference
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
SEC File No.
|
|
Exhibit
|
|
Filing Date
|
1.1
|
|
|
8-K
|
|
000-23486
|
|
1.1
|
|
September 14, 2018
|
|
2.1
|
|
|
8-K
|
|
000-23486
|
|
2.1
|
|
July 22, 2014
|
|
2.2
|
|
|
8-K
|
|
000-23486
|
|
2.1
|
|
August 18, 2015
|
|
2.3
|
|
|
8-K
|
|
000-23486
|
|
2.1
|
|
July 10, 2017
|
|
2.4
|
|
|
8-K
|
|
000-23486
|
|
2.1
|
|
April 3, 2018
|
|
3.1
|
|
|
S-3
|
|
333-89950
|
|
3.1
|
|
June 6, 2002
|
|
3.2
|
|
|
8-K
|
|
000-23486
|
|
3.1
|
|
December 18, 2008
|
|
3.3
|
|
|
8-K
|
|
000-23486
|
|
3.1
|
|
November 20, 2015
|
|
4.1
|
|
|
S-3
|
|
333-89950
|
|
4.1
|
|
June 6, 2002
|
|
4.2
|
|
|
8-K
|
|
000-23486
|
|
4.1
|
|
September 2, 2014
|
|
4.3
|
|
|
8-K
|
|
000-23486
|
|
4.1
|
|
October 20, 2015
|
|
4.4
|
|
|
8-K
|
|
000-23486
|
|
10.2
|
|
October 20, 2015
|
|
4.5
|
|
|
8-K
|
|
000-23486
|
|
4.3
|
|
October 20, 2015
|
|
10.1*
|
|
|
S-8
|
|
333-130395
|
|
4.1
|
|
December 16, 2005
|
|
10.2*
|
|
|
DEF14A
|
|
000-23486
|
|
Appendix A
|
|
April 1, 2016
|
|
10.3*
|
|
|
S-3/A
|
|
333-89950
|
|
10.6
|
|
July 15, 2002
|
|
10.4*
|
|
|
10-K
|
|
000-23486
|
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10.16
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|
March 31, 1999
|
10.6*
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8-K
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|
000-23486
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10.3
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|
September 18, 2012
|
|
10.7*
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|
8-K
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000-23486
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10.6
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|
September 18, 2012
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10.8*
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8-K
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000-23486
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10.1
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|
May 10, 2013
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10.9
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8-K
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000-23486
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10.3
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|
September 2, 2014
|
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10.10
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|
8-K
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000-23486
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10.4
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|
September 2, 2014
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10.11*
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10-K
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000-23486
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10.27
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|
March 16, 2015
|
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10.14
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8-K
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|
000-23486
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|
10.1
|
|
June 10, 2016
|
|
10.15
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8-K
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|
000-23486
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10.1
|
|
October 3, 2016
|
|
10.16
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8-K
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000-23486
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10.1
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|
November 4, 2016
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10.17
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DEF14A
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000-23486
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Appendix A
|
|
November 10, 2016
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|
10.18
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10-K
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000-23486
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10.18
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|
March 16, 2017
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10.19
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10-K
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|
000-23486
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10.19
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|
March 16, 2017
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|
10.20
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10-K
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000-23486
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|
10.20
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|
March 16, 2017
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10.21
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10-K
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000-23486
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10.21
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|
March 16, 2017
|
10.23*
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10-Q
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000-23486
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10.2
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|
May 4, 2017
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10.24
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8-K
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000-23486
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10.1
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|
April 4, 2017
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|
10.25
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|
8-K
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000-23486
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10.1
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|
August 18, 2017
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10.26
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8-K
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000-23486
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10.1
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|
November 24, 2017
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|
10.27*
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|
8-K
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000-23486
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|
10.1
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|
January 5, 2018
|
|
10.28
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|
8-K
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|
000-23486
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|
10.2
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|
April 4, 2017
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|
10.29
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|
|
8-K
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|
000-23486
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|
10.1
|
|
April 3, 2018
|
|
10.30
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|
|
8-K
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|
000-23486
|
|
10.1
|
|
May 7, 2018
|
|
10.31
|
|
|
8-K
|
|
000-23486
|
|
10.1
|
|
December 26, 2018
|
|
10.32
|
|
|
8-K
|
|
000-23486
|
|
10.1
|
|
February 26, 2019
|
|
10.33
|
|
|
8-K
|
|
000-23486
|
|
10.1
|
|
March 18, 2019
|
|
21.1#
|
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23.1#
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23.2#
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31.1#
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31.2#
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32.1##
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32.2##
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|
99.1#
|
|
|
|
|
|
|
|
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|
101.INS#
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH#
|
|
XBRL Taxonomy Extension Service
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
101.CAL#
|
|
Taxonomy Calculation Linkbase
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101LAB#
|
|
XBRL Taxonomy Label Linkbase
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE#
|
|
XBRL Presentation Linkbase Document
|
|
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|
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|
|
|
|
|
|
|
|
|
101.DEF#
|
|
XBRL Definition Linkbase Document
|
|
|
|
|
|
|
|
|
*
|
Management contract or compensatory plan or arrangement.
|
#
|
Filed herewith
|
##
|
Furnished herewith
|
|
|
|
NN, Inc.
|
|
|
|
|
|
By:
|
|
/s/ RICHARD D. HOLDER
|
|
|
Richard D. Holder
|
|
|
Chief Executive Officer, President and Director
|
|
|
|
Name and Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ RICHARD D. HOLDER
Richard D. Holder
|
|
Chief Executive Officer, President and Director
(Principal Executive Officer)
|
|
March 18, 2019
|
|
|
|
|
|
/s/ THOMAS C. BURWELL, JR.
Thomas C. Burwell, Jr.
|
|
Senior Vice President- Chief Financial Officer
(Principal Financial Officer)
|
|
March 18, 2019
|
|
|
|
|
|
/s/ MICHAEL C. FELCHER
Michael C. Felcher
|
|
Vice President- Chief Accounting Officer
(Principal Accounting Officer)
|
|
March 18, 2019
|
|
|
|
|
|
/s/ ROBERT E. BRUNNER
Robert E. Brunner
|
|
Non-Executive Chairman, Director
|
|
March 18, 2019
|
|
|
|
|
|
/s/ WILLIAM DRIES
William Dries
|
|
Director
|
|
March 18, 2019
|
|
|
|
|
|
/s/ DAVID K. FLOYD
David K. Floyd
|
|
Director
|
|
March 18, 2019
|
|
|
|
|
|
/s/ DAVID L. PUGH
David L. Pugh
|
|
Director
|
|
March 18, 2019
|
|
|
|
|
|
/s/ CAREY A. SMITH
Carey A. Smith
|
|
Director
|
|
March 18, 2019
|
|
|
|
|
|
/s/ STEVEN T. WARSHAW
Steven T. Warshaw
|
|
Director
|
|
March 18, 2019
|
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