UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2012
¨ | 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 001-33337
COLEMAN CABLE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 36-4410887 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1530 Shields Drive, Waukegan, Illinois 60085
(Address of Principal Executive Offices)
(847) 672-2300
(Registrants Telephone Number, including Area Code)
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. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its Web Site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | x | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No
Common shares outstanding as of August 2, 2012: 17,791,251
2
ITEM 1. | Financial Statements |
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Thousands, except per share data)
(unaudited)
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
NET SALES |
$ | 231,232 | $ | 219,850 | $ | 451,723 | $ | 425,651 | ||||||||
COST OF GOODS SOLD |
195,249 | 187,609 | 385,070 | 363,384 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
GROSS PROFIT |
35,983 | 32,241 | 66,653 | 62,267 | ||||||||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
15,744 | 17,642 | 31,474 | 31,494 | ||||||||||||
INTANGIBLE ASSET AMORTIZATION |
1,742 | 1,749 | 3,566 | 3,332 | ||||||||||||
RESTRUCTURING CHARGES |
23 | 195 | 356 | 195 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
OPERATING INCOME |
18,474 | 12,655 | 31,257 | 27,246 | ||||||||||||
INTEREST EXPENSE |
7,023 | 7,126 | 14,045 | 14,098 | ||||||||||||
GAIN ON AVAILABLE FOR SALE SECURITIES |
| (753 | ) | | (753 | ) | ||||||||||
OTHER (INCOME) LOSS |
(71 | ) | 45 | 3 | (86 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
INCOME BEFORE INCOME TAXES |
11,522 | 6,237 | 17,209 | 13,987 | ||||||||||||
INCOME TAX EXPENSE |
3,893 | 1,861 | 5,853 | 4,384 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
NET INCOME |
$ | 7,629 | $ | 4,376 | $ | 11,356 | $ | 9,603 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
EARNINGS PER COMMON SHARE DATA |
||||||||||||||||
NET INCOME PER SHARE: |
||||||||||||||||
Basic |
$ | 0.44 | $ | 0.25 | $ | 0.66 | $ | 0.55 | ||||||||
Diluted |
0.44 | 0.25 | 0.65 | 0.55 | ||||||||||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING |
||||||||||||||||
Basic |
17,086 | 17,131 | 17,072 | 17,105 | ||||||||||||
Diluted |
17,309 | 17,374 | 17,308 | 17,311 | ||||||||||||
CASH DIVIDENDS DECLARED PER COMMON SHARE |
$ | 0.02 | $ | | $ | 0.02 | $ | |
See notes to condensed consolidated financial statements.
3
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Thousands)
(unaudited)
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
NET INCOME |
$ | 7,629 | $ | 4,376 | $ | 11,356 | $ | 9,603 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
OTHER COMPREHENSIVE INCOME (LOSS) |
||||||||||||||||
Foreign currency translation adjustments, net of tax of $76 and $(127), $9 and $(143), respectively |
(233 | ) | 126 | (48 | ) | 398 | ||||||||||
Unrealized investment gain, net of tax of $, $8, $, $424, respectively |
| (741 | ) | | (89 | ) | ||||||||||
Pension adjustments, net of tax of $, $(1), $, $2, respectively |
| (2 | ) | | 4 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
OTHER COMPREHENSIVE INCOME (LOSS) |
(233 | ) | (617 | ) | (48 | ) | 313 | |||||||||
|
|
|
|
|
|
|
|
|||||||||
COMPREHENSIVE INCOME |
$ | 7,396 | $ | 3,759 | $ | 11,308 | $ | 9,916 | ||||||||
|
|
|
|
|
|
|
|
See notes to condensed consolidated financial statements.
4
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Thousands, except share data)
June 30, 2012 |
December 31, 2011 |
|||||||
(unaudited) | ||||||||
ASSETS |
||||||||
CURRENT ASSETS: |
||||||||
Cash and cash equivalents |
$ | 5,468 | $ | 9,746 | ||||
Accounts receivable, net of allowances of $3,157 and $2,811, respectively |
127,489 | 120,567 | ||||||
Inventories |
122,597 | 108,689 | ||||||
Deferred income taxes |
3,378 | 3,355 | ||||||
Assets held for sale |
546 | 546 | ||||||
Prepaid expenses and other current assets |
9,213 | 10,288 | ||||||
|
|
|
|
|||||
Total current assets |
268,691 | 253,191 | ||||||
|
|
|
|
|||||
PROPERTY, PLANT AND EQUIPMENT, NET |
77,051 | 58,957 | ||||||
GOODWILL |
66,406 | 56,724 | ||||||
INTANGIBLE ASSETS, NET |
41,793 | 28,340 | ||||||
DEFERRED INCOME TAXES |
256 | 376 | ||||||
OTHER ASSETS |
7,367 | 8,148 | ||||||
|
|
|
|
|||||
TOTAL ASSETS |
$ | 461,564 | $ | 405,736 | ||||
|
|
|
|
|||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
CURRENT LIABILITIES: |
||||||||
Current portion of long-term debt |
$ | 167 | $ | 166 | ||||
Accounts payable |
21,514 | 29,081 | ||||||
Accrued liabilities |
32,171 | 35,762 | ||||||
|
|
|
|
|||||
Total current liabilities |
53,852 | 65,009 | ||||||
|
|
|
|
|||||
LONG-TERM DEBT |
357,381 | 302,935 | ||||||
OTHER LONG-TERM LIABILITIES |
2,746 | 3,194 | ||||||
DEFERRED INCOME TAXES |
7,579 | 6,503 | ||||||
COMMITMENTS AND CONTINGENCIES |
||||||||
SHAREHOLDERS EQUITY: |
||||||||
Common stock, par value $0.001; 75,000 authorized; 17,086 and 16,939 issued and outstanding on June 30, 2012 and December 31, 2011, respectively |
17 | 17 | ||||||
Treasury stock, at cost: 352 and 320 shares, respectively |
(3,086 | ) | (2,789 | ) | ||||
Additional paid-in capital |
94,123 | 92,871 | ||||||
Accumulated deficit |
(50,815 | ) | (61,819 | ) | ||||
Accumulated other comprehensive loss |
(233 | ) | (185 | ) | ||||
|
|
|
|
|||||
Total shareholders equity |
40,006 | 28,095 | ||||||
|
|
|
|
|||||
TOTAL LIABILITIES AND EQUITY |
$ | 461,564 | $ | 405,736 | ||||
|
|
|
|
See notes to condensed consolidated financial statements.
5
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands)
(unaudited)
Six Months Ended June 30, | ||||||||
2012 | 2011 | |||||||
CASH FLOW FROM OPERATING ACTIVITIES: |
||||||||
Net income |
$ | 11,356 | $ | 9,603 | ||||
Adjustments to reconcile net income to net cash flow from operating activities: |
||||||||
Depreciation and amortization |
11,236 | 9,952 | ||||||
Stock-based compensation |
712 | 3,519 | ||||||
Foreign currency transaction loss (gain) |
3 | (86 | ) | |||||
Gain on available for sale securities |
| (753 | ) | |||||
Excess tax benefits from stock-based compensation |
(625 | ) | | |||||
Deferred taxes |
1,328 | (2,577 | ) | |||||
Gain on disposal of fixed assets |
(41 | ) | (5 | ) | ||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
(4,322 | ) | (15,388 | ) | ||||
Inventories |
(11,680 | ) | (23,856 | ) | ||||
Prepaid expenses and other assets |
1,231 | 546 | ||||||
Accounts payable |
(6,708 | ) | 8,421 | |||||
Accrued liabilities |
(5,103 | ) | (4,095 | ) | ||||
|
|
|
|
|||||
Net cash flow from operating activities |
(2,613 | ) | (14,719 | ) | ||||
|
|
|
|
|||||
CASH FLOW FROM INVESTING ACTIVITIES: |
||||||||
Capital expenditures |
(23,138 | ) | (5,054 | ) | ||||
Proceeds from sale of fixed assets |
24 | 8 | ||||||
Acquisition of businesses, net of cash acquired |
(32,842 | ) | (58,681 | ) | ||||
|
|
|
|
|||||
Net cash flow from investing activities |
(55,956 | ) | (63,727 | ) | ||||
|
|
|
|
|||||
CASH FLOW FROM FINANCING ACTIVITIES: |
||||||||
Borrowings under revolving loan facility |
253,028 | 89,560 | ||||||
Repayments under revolving loan facility |
(198,723 | ) | (39,196 | ) | ||||
Payment of deferred financing fees |
| (49 | ) | |||||
Repayment of long-term debt |
(83 | ) | (4 | ) | ||||
Treasury stock purchases |
(297 | ) | | |||||
Excess tax benefits from stock-based compensation |
625 | | ||||||
Proceeds from option exercises |
| 67 | ||||||
Dividends paid |
(352 | ) | | |||||
|
|
|
|
|||||
Net cash flow from financing activities |
54,198 | 50,378 | ||||||
|
|
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents |
93 | 315 | ||||||
DECREASE IN CASH AND CASH EQUIVALENTS |
(4,278 | ) | (27,753 | ) | ||||
CASH AND CASH EQUIVALENTS Beginning of period |
9,746 | 33,454 | ||||||
|
|
|
|
|||||
CASH AND CASH EQUIVALENTS End of period |
$ | 5,468 | $ | 5,701 | ||||
|
|
|
|
|||||
NONCASH ACTIVITY |
||||||||
Unpaid capital expenditures |
90 | 1,502 | ||||||
Unpaid business acquisition consideration |
| 542 | ||||||
SUPPLEMENTAL CASH FLOW INFORMATION |
||||||||
Income taxes paid, net |
1,647 | 5,880 | ||||||
Cash interest paid |
13,222 | 13,090 |
See notes to condensed consolidated financial statements.
6
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
(Thousands)
(unaudited)
Common Stock Outstanding |
Common Stock |
Treasury Stock |
Additional Paid-in Capital |
Retained Earnings (Accumulated Deficit) |
Accumulated Other Comprehensive Income (Loss) |
Total | ||||||||||||||||||||||
BALANCE January 1, 2011 |
16,939 | $ | 17 | $ | 0 | $ | 90,483 | $ | (79,260 | ) | $ | (18 | ) | $ | 11,222 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Stock awards |
184 | | | | | | | |||||||||||||||||||||
Stock options exercised |
2 | | | | | | | |||||||||||||||||||||
Comprehensive income |
| | | | 9,603 | 313 | 9,916 | |||||||||||||||||||||
Stock-based compensation |
| | | 940 | | | 940 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
BALANCE June 30, 2011 |
17,125 | $ | 17 | $ | 0 | $ | 91,423 | $ | (69,657 | ) | $ | 295 | $ | 22,078 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
BALANCE January 1, 2012 |
16,939 | $ | 17 | $ | (2,789 | ) | $ | 92,871 | $ | (61,819 | ) | $ | (185 | ) | $ | 28,095 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Stock awards |
179 | | | | | | | |||||||||||||||||||||
Comprehensive income |
| | | | 11,356 | (48 | ) | 11,308 | ||||||||||||||||||||
Dividends paid |
| | | | (352 | ) | | (352 | ) | |||||||||||||||||||
Treasury shares repurchased |
(32 | ) | | (297 | ) | | | | (297 | ) | ||||||||||||||||||
Stock-based compensation |
| | | 1,252 | | | 1,252 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
BALANCE June 30, 2012 |
17,086 | $ | 17 | $ | (3,086 | ) | $ | 94,123 | $ | (50,815 | ) | $ | (233 | ) | $ | 40,006 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to condensed consolidated financial statements.
7
COLEMAN CABLE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Thousands, except per share data)
(unaudited)
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements include Coleman Cable, Inc. and all of its subsidiaries (the Company, Coleman, we, us, or our). The condensed consolidated financial statements included herein are unaudited. The preparation of the condensed consolidated financial statements is in conformity with the rules and regulations of the Securities and Exchange Commission (the SEC) and in accordance with United States (U.S.) generally accepted accounting principles (GAAP) for interim financial information. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules or regulations. The condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation in conformity with U.S. GAAP. All amounts are in thousands, unless otherwise indicated. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Companys Form 10-K for the fiscal year ended December 31, 2011. The results of operations for the interim periods should not be considered indicative of results to be expected for the full year.
2. NEW ACCOUNTING PRONOUNCEMENTS
Accounting Standards Update No. 2011-04 Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU No. 2011-04)
ASU No. 2011-04 generally provides a uniform framework for fair value measurements and related disclosures between GAAP and IFRS. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entitys use of a nonfinancial asset that is different from the assets highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 was effective for interim and annual periods beginning on or after December 15, 2011. This update, which was effective for the first quarter of 2012, did not have a significant impact on the Companys results of operations, financial position and cash flows.
Accounting Standards Update No. 2011-05 Comprehensive Income (Topic 220): Presentation of Comprehensive Income (ASU No. 2011-05)
ASU No. 2011-05 amends existing guidance by allowing only two options for presenting the components of net income and other comprehensive income: (1) in a single continuous financial statement, statement of comprehensive income or (2) in two separate but consecutive financial statements, consisting of an income statement followed by a separate statement of other comprehensive income. ASU No. 2011-05 requires retrospective application, and was effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, with early adoption permitted. The Company adopted this standard during the first quarter of 2012. The Company has presented comprehensive income using two separate financial statements for 2012.
Accounting Standards Update No. 2011-08 Intangibles Goodwill and Other (Topic 350): Testing Goodwill for Impairment (ASU No. 2011-08)
ASU No. 2011-08 amends existing guidance by permitting an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in ASC 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. ASU No. 2011-08 was effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, with early adoption permitted. This update, which was effective for the first quarter of 2012, did not have a significant impact on the Companys results of operations, financial position, and cash flows.
Accounting Standards Update No. 2011-11 Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU No. 2011-11)
8
ASU No. 2011-11 amends existing guidance by enhancing disclosures required by U.S. GAAP by requiring improved information about financial instruments and derivative instruments that are either (1) offset in accordance with either Section 201-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either Section 210-20-45 or Section 815-10-45. This information will enable users of an entitys financial statements to evaluate the effect or potential effect of netting arrangements on an entitys financial position, including the effect or potential effect of rights of setoff associated with certain derivatives, sale and repurchase agreements and reverse sale repurchase agreements, and securities borrowing and securities lending arrangements. ASU No. 2011-11 requires retrospective application, and it is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. The Company is currently evaluating the impact ASU No. 2011-11 will have on its financial statements but does not expect it to have a material impact on the Companys results of operations, financial position and cash flows.
Accounting Standards Update No. 2011-12 Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU No. 2011-12)
ASU No. 2011-12 defers the changes in ASU No. 2011-05 that relate to the presentation of items reclassified from other comprehensive income to net income. The Financial Accounting Standards Board is still considering the operational concerns about the presentation requirements for these reclassification adjustments and the needs of financial statement users for additional information about reclassification adjustments. During this time, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before ASU No. 2011-05. All other requirements from ASU No. 2011-05 remain the same, which the Company has adopted during this reporting period.
3. ACQUISITIONS
2012 Acquisition Watteredge
On May 31, 2012 Coleman, through a 100%-owned subsidiary, completed the acquisition of most of the operating assets (and assumed certain liabilities) of Watteredge, Inc., an Ohio corporation that designs, manufactures and sells secondary power connectors, including electric arc furnace cables, resistance welding cables, industrial high-performance copper bus and accessories, and other high performance power conduction devices and accessories. Watteredge serves the steel, chemical, chlorine, power generation, fiberglass and automotive industries and sells its products and services worldwide. Coleman retained Watteredges workforce and has continued all of Watteredges production at its current manufacturing plant in Avon Lake, Ohio.
The acquisition of the assets of Watteredge, whose sales were nearly $25,000 for 2011, was structured as an all-cash transaction valued at approximately $33,674 (equal to a $35,000 preliminary purchase price adjusted by a $1,326 working capital adjustment). The transaction was funded with proceeds from Coleman's revolving credit facility. Watteredge has been included as a component of our Engineered Solutions segment reported herein.
2011 Acquisitions
During the second quarter of 2011, we utilized cash on hand, as well as borrowings under our credit facility to complete three business combinations (collectively, the 2011 Acquisitions), as set forth below. Each of these 2011 Acquisitions was structured as a cash transaction, with aggregate consideration totaling $68,900. As discussed below, $2,331 of the TRC (as defined below) consideration consisted of our previously existing ownership interest.
Acquisition of the Assets of The Designers Edge (DE)
On April 1, 2011, we acquired certain assets of DE, a leading designer and distributor of specialty lighting products in the U.S. and Canada. The total purchase price for the assets acquired, primarily trade receivables and merchandise inventories, was $10,092. The acquisition of DEs assets has significantly expanded our product portfolio across a wide range of lighting product categories, including industrial, work and utility, as well as products for security and landscape applications. We fully integrated the acquired assets of DE into our existing Distribution segment during the second quarter of 2011.
Acquisition of the Assets of First Capitol Wire and Cable (FCWC) and Continental Wire and Cable (CWC)
On April 29, 2011, we acquired the assets of FCWC and CWC, both of which were privately-held entities based in York, Pennsylvania, with CWC being a 100%-owned subsidiary of FCWC. These two entities are leading manufacturers of industrial wire and cable products used across a number of commercial, utility and industrial end-markets. The total purchase price for the assets acquired, primarily merchandise inventories and production equipment, was $7,298. The acquisition of the assets of FCWC and CWC allowed us to expand our capabilities, product offerings and capacity for producing a wide assortment of high-quality industrial cables. We fully integrated the assets of FCWC and CWC into our existing operations during the second quarter of 2011.
9
Acquisition of Technology Research Corporation (TRC)
On May 16, 2011, we completed the acquisition of 100% of the outstanding stock of TRC, pursuant to a merger agreement under which each outstanding share of TRC common stock was converted into the right to receive $7.20 per share payable in cash. TRC is a recognized leader in providing cost effective engineered solutions for applications involving power management and control, intelligent battery systems technology and electrical safety products based on proven ground fault sensing and Fire Shield® technology. These products are designed, manufactured and distributed to the consumer, commercial and industrial markets worldwide. TRC also supplies power monitors and control equipment to the United States military and its prime contractors. We believe the TRC acquisition both strengthens and diversifies our overall portfolio. The total purchase price consideration for TRC was $51,510, including the acquisition-date fair value of an approximate 4.8% interest in TRCs common stock acquired by Coleman prior to submitting its acquisition proposal for TRC.
We integrated a portion of TRCs legacy business into our Distribution segment during 2011. The remainder of TRCs legacy business, its military and specialty vehicle business, is a component of the Engineered Solutions segment reported herein.
Each of the above acquisitions has been included in our condensed consolidated financial statements, including our results of operations, beginning from each respective acquisition date. Accordingly, the condensed consolidated statements of income for the three and six months ended June 30, 2012 includes the full impact of operations for the assets acquired in connection with the 2011 Acquisitions, but only one month of results for Watteredge. The condensed consolidated statements of income for the three and six months ended June 30, 2011 includes three months of operations for the assets acquired in connection with the DE acquisition, approximately two months of operations for the assets acquired in connection with the FCWC and CWC acquisition, and approximately six weeks of operations related to TRC.
We incurred acquisition-related costs, including outside legal, consulting and other fees, of $364 and $366 for the three and six months ended June 30, 2012, respectively. We incurred acquisition-related costs, including outside legal, consulting and other fees, of $1,677 and $2,578 for the three and six months ended June 30, 2011, respectively. These costs have been recorded as a component of selling, general and administrative expenses in our condensed consolidated statements of income.
Purchase Price Allocations
Each of the above acquisitions was accounted for under the purchase method of accounting. Accordingly, we have allocated the purchase price for each acquisition to the net assets acquired based on the related estimated fair values at each respective acquisition date. The expected long-term growth, increased market position and expected synergies to be generated from the acquisitions are the primary factors which gave rise to acquisition prices for each of the acquisitions which resulted in the recognition of goodwill.
The purchase price allocations for the 2011 Acquisitions have been finalized. At the end of the first quarter of 2012, we finalized our purchase accounting for DE as certain purchase price and other matters relative to this acquisition were resolved. As a result, the total purchase price was lowered by $833, with a corresponding reduction in the goodwill recorded with respect to this acquisition. The purchase price allocation for the Watteredge acquisition has been determined provisionally and is subject to revision as additional information about the fair value of individual assets and liabilities becomes available. Accordingly, the provisional measurement of accounts receivable, inventories, property, plant and equipment, intangible assets, current liabilities, taxes, and goodwill are subject to change. Any change in the acquisition date fair value of the acquired net assets will change the amount of the purchase price allocable to goodwill.
10
The table below summarizes the final allocations of purchase price related to the 2011 Acquisitions and the provisional allocation of purchase price related to the Watteredge acquisition.
2011 Acquisitions | ||||||||||||||||
DE | FCWC and CWC |
TRC | Watteredge | |||||||||||||
Cash and cash equivalents |
$ | | $ | | $ | 8,180 | $ | | ||||||||
Accounts receivable |
2,123 | | 4,073 | 2,720 | ||||||||||||
Income tax receivable |
| | 1,077 | | ||||||||||||
Inventories |
3,129 | 1,631 | 8,794 | 2,249 | ||||||||||||
Prepaid expenses and other current assets |
| 44 | 314 | 59 | ||||||||||||
Property, plant and equipment |
157 | 3,687 | 4,668 | 3,363 | ||||||||||||
Other assets |
| | 33 | | ||||||||||||
Deferred income tax asset |
18 | 288 | 309 | | ||||||||||||
Intangible assets |
2,115 | 1,200 | 8,287 | 17,020 | ||||||||||||
Goodwill |
2,550 | 696 | 23,541 | 10,664 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets acquired |
10,092 | 7,546 | 59,276 | 36,075 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Current liabilities |
| | (4,515 | ) | (2,401 | ) | ||||||||||
Deferred income tax liability |
| (248 | ) | (3,251 | ) | | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities assumed |
| (248 | ) | (7,766 | ) | (2,401 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Net assets acquired |
$ | 10,092 | $ | 7,298 | $ | 51,510 | $ | 33,674 | ||||||||
|
|
|
|
|
|
|
|
A total of approximately $16,197 of goodwill is deductible for income tax purposes of which $10,664 is attributable to Watteredge. All of the goodwill of DE, FCWC, and CWC has been assigned to our Distribution segment. TRC goodwill has been allocated between our Distribution and Engineered Solutions segments. Watteredge goodwill has been allocated to our Engineered Solutions segment.
The purchase price allocation to identifiable intangible assets, which are all amortizable, along with their respective weighted-average amortization periods at the acquisition date are as follows:
Weighted- Average Amortization Period |
2011 Acquisitions | |||||||||||||||||||
DE | FCWC and CWC |
TRC | Watteredge | |||||||||||||||||
Customer relationships |
6 | $ | 900 | $ | 600 | $ | 1,460 | $ | 9,000 | |||||||||||
Trademarks and trade names |
6 | 610 | 600 | 1,450 | 6,600 | |||||||||||||||
Developed technology |
3 | 560 | | 2,000 | 970 | |||||||||||||||
Contractual agreements |
3 | | | 2,900 | | |||||||||||||||
Non-competition agreements |
2 | 45 | | 80 | | |||||||||||||||
Backlog |
1 | | | 340 | 450 | |||||||||||||||
Other |
6 | | | 57 | | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total intangible assets |
$ | 2,115 | $ | 1,200 | $ | 8,287 | $ | 17,020 | ||||||||||||
|
|
|
|
|
|
|
|
Unaudited Selected Pro Forma Financial Information
The following unaudited pro forma financial information summarizes our estimated combined results of operations assuming that our only material business combination consummated, TRC, which was during the second quarter of 2011 had taken place on January 1, 2010. The unaudited pro forma combined results of operations were prepared using historical financial information of TRC, and we make no representation with respect to the accuracy of such information. The pro forma combined results of operations reflect adjustments for interest expense, depreciation adjustments based on the fair value of acquired property, plant and equipment, amortization of acquired identifiable intangible assets, income tax expense, and excludes acquisition costs. The unaudited pro forma information is presented for informational purposes only and does not include any anticipated cost savings or other effects of integration, nor do they purport to be indicative of the results of operations that actually would have resulted had the acquisition of TRC occurred on the date indicated or may result in the future.
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||
2011 | 2011 | |||||||
Net sales |
$ | 223,856 | $ | 438,795 | ||||
Net income |
2,172 | 9,010 |
11
4. RESTRUCTURING ACTIVITIES
We incurred restructuring costs of $23 and $356 during the second quarter and first half of 2012, respectively, and $195 for the second quarter and first half of 2011. For 2012, the majority of these charges related to costs incurred at facilities closed in prior years, currently consisting of two leased and one owned facility for which we continue to pay holding costs. For 2011, the majority of restructuring costs were for severance costs at TRC.
Our restructuring reserve was $1,654 as of June 30, 2012, recorded within accrued liabilities and other long-term liabilities, comprised of $84 in a severance and other closing costs accrual, with the balance in the reserve representing our estimate of the remaining liability existing relative to two closed properties under lease and which is equal to our remaining obligation under such lease reduced by estimated sublease rental income reasonably expected for the property. Accordingly, the liability may be increased or decreased in future periods as facts and circumstances change, including possible negotiation of a lease termination, sublease agreement, or changes in the related market in which the property is located. Restructuring expense is not segregated by reportable segment as our operating segments share common production processes and manufacturing facilities, as discussed in Note 17 below.
Lease Termination Costs |
Severance & Other Closing Costs |
Total | ||||||||||
BALANCE December 31, 2011 |
$ | 2,324 | $ | 815 | $ | 3,139 | ||||||
Provision |
(24 | ) | 380 | 356 | ||||||||
Cash payments |
(730 | ) | (1,111 | ) | (1,841 | ) | ||||||
|
|
|
|
|
|
|||||||
BALANCE June 30, 2012 |
$ | 1,570 | $ | 84 | $ | 1,654 | ||||||
|
|
|
|
|
|
In May 2012, we announced plans to close our manufacturing facility in Texarkana, Arkansas. As planned, we ceased all production at the facility in July of 2012 and will recognize approximately $800 to $1,000 in closing-related costs primarily consisting of severance and equipment-moving costs. Most of these costs will be incurred in the third and fourth quarters of 2012. The operations of this facility have been moved to other existing manufacturing facilities, supplemented by foreign-sourcing of certain products.
5. INVENTORIES
Inventories consisted of the following:
June 30, 2012 |
December 31, 2011 |
|||||||
FIFO cost: |
||||||||
Raw materials |
$ | 46,320 | $ | 39,209 | ||||
Work in progress |
4,643 | 3,853 | ||||||
Finished products |
71,634 | 65,627 | ||||||
|
|
|
|
|||||
Total |
$ | 122,597 | $ | 108,689 | ||||
|
|
|
|
6. ACCRUED LIABILITIES
Accrued liabilities consisted of the following:
June 30, 2012 |
December 31, 2011 |
|||||||
Salaries, wages and employee benefits |
$ | 7,690 | $ | 8,825 | ||||
Sales incentives |
7,280 | 10,460 | ||||||
Interest |
9,466 | 9,382 | ||||||
Other |
7,735 | 7,095 | ||||||
|
|
|
|
|||||
Total |
$ | 32,171 | $ | 35,762 | ||||
|
|
|
|
7. DEBT
June 30, 2012 |
December 31, 2011 |
|||||||
Revolving Credit Facility |
$ | 84,305 | $ | 30,000 | ||||
Senior Notes due 2018, including unamortized discount of $2,510 and $2,735, respectively |
272,489 | 272,265 | ||||||
Capital lease obligations |
754 | 836 | ||||||
|
|
|
|
|||||
357,548 | 303,101 | |||||||
Less current portion |
(167 | ) | (166 | ) | ||||
|
|
|
|
|||||
Long-term debt |
$ | 357,381 | $ | 302,935 | ||||
|
|
|
|
12
Senior Secured Revolving Credit Facility
Our $250,000, five-year revolving credit facility agreement with an accordion feature that allows us to increase our borrowings by an additional $50,000 (the Revolving Credit Facility), which expires on October 1, 2016, is an asset-based loan facility, with a $20,000 Canadian facility sublimit, and which is secured by substantially all of our assets, as further detailed below. We incurred $1,500 in fees and direct costs related to negotiating the Revolving Credit Facility. These respective fees and costs are being amortized over the life of the revolver. At June 30, 2012, we had $84,305 in borrowings under the facility, with $81,389 in remaining excess availability. At December 31, 2011, we had $30,000 in borrowings under the credit facility, with $120,288 in remaining excess availability. The $84,305 in borrowings under the Revolving Credit Facility approximate fair value of such debt at June 30, 2012 (Level 2).
The interest rate charged on borrowings under the Revolving Credit Facility is based on our election of either the base rate (greater of the federal funds rate plus 0.50% and the lenders prime rate) plus a range of 0.25% to 0.75% or the Eurodollar rate plus a range of 1.50% to 2.00%, in each case based on quarterly average excess availability under the Revolving Credit Facility. In addition, we pay an unused line fee of between 0.25% and 0.50% based on quarterly average excess availability pursuant to the terms of the Revolving Credit Facility.
Pursuant to the terms of the Revolving Credit Facility, we are required to maintain a fixed charge covenant ratio of not less than 1.0 to 1.0 for any month during which our excess availability under the Revolving Credit Facility falls below $30,000. Borrowing availability under the Revolving Credit Facility is limited to the lesser of (1) $250,000 or (2) the sum of 85% of eligible accounts receivable, 70% of eligible inventory, with a maximum amount of borrowing-base availability which may be generated from inventory of $150,000 for the U.S. portion and $12,000 Canadian for the Canadian portion, and an advance rate to be 75% of certain appraised real estate and 85% of certain appraised equipment and capped at $62,500, with a $15,000 sublimit for letters of credit. Our current availability does not include additional availability that may be generated by adding real estate and certain equipment to the borrowing base.
The Revolving Credit Facility is guaranteed by CCI International Inc. (CCI International), TRC (excluding TRCs 100%-owned foreign subsidiary, TRC Honduras, S.A. de C.V.) and Patco Electronics (Patco), each of which are 100%-owned domestic subsidiaries, and is secured by substantially all of our assets and the assets of each of CCI International, TRC and Patco, including accounts receivable, inventory and any other tangible and intangible assets (including real estate, machinery and equipment and intellectual property) as well as by a pledge of all the capital stock of CCI International, TRC and Patco and 65% of the capital stock of our Canadian foreign subsidiary, but not our Chinese 100%-owned entity.
As of June 30, 2012, we were in compliance with all of the covenants of our Revolving Credit Facility.
9% Senior Notes due 2018 (the Senior Notes)
Our Senior Notes were issued at a discount in 2010, resulting in proceeds of less than par value. This discount is being amortized to par value over the remaining term of the Senior Notes. As of June 30, 2012, we were in compliance with all of the covenants of our Senior Notes.
June 30, 2012 | ||||||||
Senior Notes | ||||||||
Face Value | $275,000 | |||||||
Fair Value (Level 1) | $285,313 | |||||||
Interest Rate | 9% | |||||||
Interest Payment | Semi-Annually February 15th and August 15th | |||||||
Maturity Date | February 15, 2018 | |||||||
Guarantee | Jointly and severally guaranteed fully and unconditionally by our 100% owned subsidiaries, CCI International, Inc., Patco and TRC | |||||||
Optional redemption (1)(2) |
||||||||
Beginning Date |
Percentage |
|||||||
February 15, 2014 | 104.50% | |||||||
February 15, 2015 | 102.25% | |||||||
February 15, 2016 | 100.00% |
13
(1) | The Company may, at its option, redeem the Senior Notes, in whole at any time or in part from time to time, on or after the above-noted dates and at the above-noted percentages of the principal amount thereof (plus interest due). |
(2) | In addition, the Company may, at its option, use the net cash proceeds from a public equity offering, to redeem up to 35% of the aggregate principal amount of the Senior Notes at a redemption price equal to 109.00% of the principal amount, plus accrued and unpaid interest if completed before February 15, 2013. |
8. EARNINGS PER SHARE
We compute earnings per share using the two-class method, which is an earnings allocation formula that determines earnings per share for common stock and participating securities. Our participating securities are our grants of restricted stock, as such awards contain non-forfeitable rights to dividends. Security holders are not obligated to fund the Companys losses, and therefore, participating securities are not allocated a portion of these losses in periods where a net loss is recorded. As of June 30, 2012 and 2011, the impact of participating securities on net income allocated to common shareholders and the dilutive effect of share-based awards outstanding on weighted average shares outstanding was as follows:
Three Months
Ended June 30, |
Six Months
Ended June 30, |
|||||||||||||||
Components of Basic and Diluted Earnings per Share | 2012 | 2011 | 2012 | 2011 | ||||||||||||
Basic EPS Numerator: |
||||||||||||||||
Net income |
$ | 7,629 | $ | 4,376 | $ | 11,356 | $ | 9,603 | ||||||||
Less: Earnings allocated to participating securities |
(70 | ) | (71 | ) | (104 | ) | (156 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income allocated to common shareholders |
$ | 7,559 | $ | 4,305 | $ | 11,252 | $ | 9,447 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic EPS Denominator: |
||||||||||||||||
Weighted average shares outstanding |
17,086 | 17,131 | 17,072 | 17,105 | ||||||||||||
Basic earnings per common share |
$ | 0.44 | $ | 0.25 | $ | 0.66 | $ | 0.55 | ||||||||
Diluted EPS Numerator: |
||||||||||||||||
Net income |
$ | 7,629 | $ | 4,376 | $ | 11,356 | $ | 9,603 | ||||||||
Less: Earnings allocated to participating securities |
(70 | ) | (70 | ) | (104 | ) | (154 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income allocated to common shareholders |
$ | 7,559 | $ | 4,306 | $ | 11,252 | $ | 9,449 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Diluted EPS Denominator: |
||||||||||||||||
Weighted average shares outstanding |
17,086 | 17,131 | 17,072 | 17,105 | ||||||||||||
Dilutive common shares issuable upon exercise of stock options |
223 | 243 | 236 | 206 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Diluted weighted average shares outstanding |
17,309 | 17,374 | 17,308 | 17,311 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Diluted earnings per common share |
$ | 0.44 | $ | 0.25 | $ | 0.65 | $ | 0.55 |
Options
Options with respect to 771 common shares were not included in the computation of diluted earnings per share for the three and six months ended June 30, 2012, respectively, because they were antidilutive. Options with respect to 774 common shares were not included in the computation of diluted earnings per share for the three and six months ended June 30, 2011, respectively, because they were antidilutive.
9. SHAREHOLDERS EQUITY
Stock-Based Compensation
The Company has a stock-based compensation plan for its directors, executives and certain key employees under which the grant of stock options and other share-based awards is authorized. We recorded $114 and $712 in stock compensation expense for the three and six months ended June 30, 2012, respectively, compared to $2,342 and $3,519 for the three and six months ended June 30, 2011, respectively. The wide fluctuations in stock-based compensation expense recorded for the second quarter and first six months of 2012, as compared to the same periods in 2011, are a function of the accounting required for the cash-settled portion of our performance-based share awards, as further explained below in the Stock Awards section.
Stock Options
No stock options were issued during the first six months of 2012 and 2011.
Changes in stock options were as follows:
14
Shares | Weighted- Average Exercise Price |
Weighted- Average Remaining Contractual Terms |
Aggregate Intrinsic Value |
|||||||||||||
Outstanding January 1, 2012 |
1,391 | $ | 11.07 | 5.8 | $ | 2,012 | ||||||||||
Granted |
| | | | ||||||||||||
Exercised |
| | | |||||||||||||
Forfeited or expired |
| | | | ||||||||||||
|
|
|
|
|||||||||||||
Outstanding June 30, 2012 |
1,391 | 11.07 | 5.3 | 2,006 | ||||||||||||
Vested or expected to vest |
1,374 | 11.15 | 5.3 | 1,935 | ||||||||||||
Exercisable |
520 | 5.65 | 6.3 | 1,536 |
Intrinsic value for stock options is defined as the difference between the current market value of the Companys common stock and the exercise price of the stock option. When the current market value is less than the exercise price, there is no aggregate intrinsic value.
Stock Awards
In January 2012, the Company awarded unvested common shares to members of its Board of Directors. In total, non-management board members were awarded 55 unvested shares with an approximate aggregate fair value of $500. One-third of the shares vest on the first, second and third anniversary of the grant date. These awarded shares are participating securities which provide the recipient with both voting rights and, to the extent dividends, if any, are paid by the Company, non-forfeitable dividend rights with respect to such shares.
Changes in nonvested shares for the first half of 2012 were as follows:
Shares | Weighted-Average Grant-Date Fair Value |
|||||||
Nonvested at January 1, 2012 |
682 | $ | 4.28 | |||||
Granted |
55 | 9.06 | ||||||
Vested |
(179 | ) | 4.16 | |||||
Forfeited |
| | ||||||
|
|
|
|
|||||
Nonvested at June 30, 2012 |
558 | $ | 4.79 |
In the first quarter of 2010, 517 performance shares were granted to certain members of management, which are convertible to stock, on a one-to-one basis, contingent upon future stock price performance. If, at any time up to ten years after the date of grant, the Companys common stock attains three separate incrementally increasing stock price goals beginning with a price representing approximately 350% of the average stock price on the date of grant, a portion of the awards will vest. On July 7, 2011, the first tranche of shares reached their vesting price. As a result, 117 shares of common stock were issued on the respective date.
In addition, in the first quarter of 2010, 258 performance shares were granted to certain members of management, which are settled in cash rather than stock. If, at any time up to ten years after the date of grant, the Companys common stock attains three separate incrementally increasing stock price goals beginning with a price representing approximately 350% of the average stock price on the date of grant, a portion of the awards will vest. On July 7, 2011, the first tranche of these shares reached their vesting price. Accordingly, the equivalent of 58 shares of common stock were paid in cash on the respective date. The cash-settled shares are re-measured each balance sheet date using a Monte Carlo model and recorded as a liability. Any increase in the value of such awards followed by a subsequent decrease will result in the reversal of stock compensation expense, as was the case in the second quarter of 2012. During the second quarter, these cash-settled shares were measured using an assumption of 87.9% volatility, and a risk-free rate of 1.24%, resulting in an estimated aggregate fair value of approximately $2,437, which is recorded to the stock compensation liability over the estimated derived service period (also estimated using a Monte Carlo model), which was approximately 0.8 years as of June 30, 2012.
Treasury Stock
On August 3, 2011, our Board of Directors authorized the purchase of up to 500 shares of the Companys common stock in open market or privately-negotiated transactions. The repurchase plan expires in August 2013. To date, we have purchased 352 shares pursuant to this repurchase program. There can be no assurance that any additional share purchases will be made. The number of shares actually purchased in future periods will depend on various factors, including limitations imposed by the Companys debt instruments, the price of our common stock, overall market and business conditions, and managements assessment of competing alternatives for capital deployment. We repurchased 23 and 32 shares at a total cost of $199 and $297, including commissions, of common stock during the three and six months ended June 30, 2012, respectively, including shares repurchased from employees of the Company that were withheld to satisfy tax withholding obligations due upon vesting of a restricted stock award.
15
Cash Dividends
On May 1, 2012, our Board of Directors declared a quarterly dividend of $0.02 per common share, payable on May 30, 2012, to stockholders of record as of the close of business on May 15, 2012. The amount paid was $352.
On August 2, 2012, our Board of Directors declared a quarterly dividend of $0.02 per common share, payable on August 31, 2012, to stockholders of record as of the close of business on August 15, 2012. Future declarations of quarterly dividends are subject to approval of the Board of Directors and may be adjusted as business needs or market conditions change.
10. RELATED PARTIES
We lease our corporate office facility from certain members of our Board of Directors and executive management, and we made rental payments of $103 and $206 for the three and six months ended June 30, 2012, respectively. We made rental payments of $134 and $268 for our corporate office facility for the three and six months ended June 30, 2011, respectively. In addition, we leased three manufacturing facilities from an entity in which one of our executive officers has a minority interest, and we recorded expense of $330 and $591 for the three and six months ended June 30, 2011, respectively. We purchased these three manufacturing facilities for $6,505 in the first quarter of 2012.
11. COMMITMENTS AND CONTINGENCIES
Operating Leases
We lease certain of our buildings, machinery and equipment under lease agreements that expire at various dates over the next ten years. Rental expense under operating leases was $1,298 and $2,628 for the three and six months ended June 30, 2012, respectively, and was $1,596 and $3,076 for the three and six months ended June 30, 2011, respectively.
Legal Matters
We are party to one environmental claim. The Leonard Chemical Company Superfund site consists of approximately 7.1 acres of land in an industrial area located a half mile east of Catawba, York County, South Carolina. The Leonard Chemical Company operated this site until the early 1980s for recycling of waste solvents. These operations resulted in the contamination of soils and groundwater at the site with hazardous substances. In 1984, the U.S. Environmental Protection Agency (the EPA) listed this site on the National Priorities List. Riblet Products Corporation, with which the Company merged in 2000, was identified through documents as a company that sent solvents to the site for recycling and was one of the companies receiving a special notice letter from the EPA identifying it as a party potentially liable under the Comprehensive Environmental Response, Compensation, and Liability Act for cleanup of the site.
In 2004, along with other potentially responsible parties (PRPs), we entered into a Consent Decree with the EPA requiring the performance of a remedial design and remedial action (RD/RA) for this site. We have entered into a Site Participation Agreement with the other PRPs for fulfillment of the requirements of the Consent Decree. Under the Site Participation Agreement, we are responsible for 9.19% share of the costs for the RD/RA. As of June 30, 2012 and December 31, 2011, we had a $407 and $341 accrual, respectively, recorded for this liability.
Though no assurances are possible, we believe that our accruals represent our probable obligation related to the environmental litigation and other claims, and are sufficient and that these items and our rights to available insurance and indemnity will be resolved without material effect on our financial position, results of operations or cash flows.
12. DERIVATIVES
We are exposed to certain commodity price risks including fluctuations in the price of copper. From time-to-time, we enter into copper futures contracts to mitigate the potential impact of fluctuations in the price of copper on our pricing terms with certain customers. We recognize all of our derivative instruments on our balance sheet at fair value, and record changes in the fair value of such contracts within cost of goods sold in the statement of operations as they occur unless specific hedge accounting criteria are met. We had no hedge positions at June 30, 2012 to which hedge accounting was applied. Cash settlements related to derivatives are included in the operating section of the condensed consolidated statement of cash flows.
16
Contract Position (In Total Pounds) |
Cash Collateral Posted |
Fair Value | ||||||||||||||||||
Commodity Derivatives | Long | Short | Asset (2) | Liability (3) | ||||||||||||||||
Copper futures contracts outstanding as of (1): |
||||||||||||||||||||
Period ended June 30, 2012 |
150 | 625 | $ | 172 | $ | | $ | 78 | ||||||||||||
Period ended June 30, 2011 |
| 625 | $ | 229 | $ | | $ | 132 |
(1) | All of our copper futures contracts mature in less than three months and are tied to the price of copper on the COMEX and, accordingly, the value of such futures contracts changes directly in relation thereto. |
(2) | Balance recorded in Prepaid expenses and other current assets. |
(3) | Balance recorded in Accrued liabilities. |
As hedge accounting has not been applied to any of our open hedges for 2012 and 2011, no associated losses or gains have been recorded within OCI.
Derivatives Not Accounted for as Hedges Under the Accounting Rules |
Gain Recognized in Income |
Location of Gain Recognized in Income |
||||||
Copper commodity contracts: |
||||||||
Three months ended June 30, 2012 |
$ | 71 | Cost of goods sold | |||||
Three months ended June 30, 2011 |
45 | Cost of goods sold | ||||||
Six months ended June 30, 2012 |
24 | Cost of goods sold | ||||||
Six months ended June 30, 2011 |
307 | Cost of goods sold |
13. INCOME TAXES
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Effective Tax Rate |
33.8 | % | 29.8 | % | 34.0 | % | 31.3 | % |
The increase in our tax rate for the three and six months ended June 30, 2012, as compared to the same respective periods of 2011, primarily reflects an increase in our pre-tax income in 2012 as well as a more favorable rate in 2011 resulting from the impact of a $753 non-taxable gain on our approximate 4.8% equity holdings in TRC at the time of the acquisition in May, 2011.
14. BENEFIT PLANS
Employee Savings Plan
We provide defined contribution savings plans for employees meeting certain age and service requirements. We currently make matching contributions for a portion of employee contributions to the plans. Including such matching contributions, we recorded expenses totaling $267 and $689 related to these savings plans during the three and six months ended June 30, 2012, respectively. We recorded expense of $248 and $559 for the three and six months ended June 30, 2011, respectively.
Riblet Pension Plan
As a result of its merger with Riblet Products Corporation (Riblet) in 2000, the Company is responsible for a defined-benefit pension plan of Riblet. The Riblet plan was frozen in 1990 and no additional benefits have been earned by plan participants since that time. A total of 81 former employees of Riblet currently receive or may be eligible to receive future benefits under the plan. The Company does not expect to make any plan contributions in 2012. The net periodic income for the three and six months ended June 30, 2012 was $14 and $28, respectively. For the three and six month periods ended June 30, 2011, we incurred net periodic expense of $8 and $16, respectively.
15. FAIR VALUE DISCLOSURE
Accounting guidance for fair value measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources or reflect our own assumptions of market participant valuation. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:
Level 1 Inputs Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 Inputs Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 Inputs Level 3 inputs are unobservable inputs for the asset or liability.
17
As of the periods ending June 30, 2012 and December 31, 2011, we utilized Level 1 inputs to determine the fair value of cash and cash equivalents, derivatives, and equity securities.
We classify cash on hand and deposits in banks, including money market accounts, commercial paper, and other investments with an original maturity of three months or less, that we hold from time to time, as cash and cash equivalents. The primary objective of our investment activities is to preserve our capital for the purpose of funding operations.
Financial assets measured at fair value on a recurring basis are summarized below:
Fair Value Measurement | ||||||||||||||||||||||||||||||||
June 30, 2012 | December 31, 2011 | |||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||||||||||||||||
Assets: |
||||||||||||||||||||||||||||||||
Cash and Cash Equivalents |
$ | 5,468 | $ | | $ | | $ | 5,468 | $ | 9,746 | $ | | $ | | $ | 9,746 | ||||||||||||||||
Derivative Assets, Inclusive of Collateral |
94 | | | 94 | 108 | | | 108 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
$ | 5,562 | $ | | $ | | $ | 5,562 | $ | 9,854 | $ | | $ | | $ | 9,854 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16. OTHER (INCOME) LOSS
We recorded other (income) loss of $(71) and $3 for the second quarter and first half of 2012, respectively, primarily reflecting the exchange rate impact on our Canadian subsidiary. We recorded other (income) loss of $45 and $(86) for the second quarter and first half of 2011, respectively, also reflecting the exchange rate impact.
17. BUSINESS SEGMENT INFORMATION
We have three reportable segments: (1) Distribution, (2) Original Equipment Manufacturers (OEM) and (3) Engineered Solutions (formerly Other). The Distribution segment serves our customers in distribution businesses, who are resellers of our products, while our OEM segment serves our OEM customers, who generally purchase more tailored products from us, which are used as inputs into subassemblies of manufactured finished goods. The Engineered Solutions segment, which was formerly reported as Other, contains that portion of TRCs legacy business that has not been integrated into our Distribution segment, primarily TRCs military and specialty vehicle business, as well as our Watteredge business, which was acquired in May 2012. The Other segment was re-labeled as our Engineered Solutions segment as a result of our having acquired Watteredge in May 2012 and managements concurrent decision to report internally the collective operations of Watteredge and the non-integrated components of TRC. Therefore, the Engineered Solutions segment reflects the aggregation of immaterial other operating segments which produce highly engineered, customized product lines.
Financial data for the Companys reportable segments is as follows:
Three Months
Ended June 30, |
Six Months
Ended June 30, |
|||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Net Sales: |
||||||||||||||||
Distribution Segment |
$ | 164,310 | $ | 156,801 | $ | 319,370 | $ | 306,059 | ||||||||
OEM Segment |
56,327 | 59,500 | 114,242 | 116,043 | ||||||||||||
Engineered Solutions |
10,595 | 3,549 | 18,111 | 3,549 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 231,232 | $ | 219,850 | $ | 451,723 | $ | 425,651 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating Income: |
||||||||||||||||
Distribution Segment |
$ | 17,706 | $ | 16,142 | $ | 29,901 | $ | 31,296 | ||||||||
OEM Segment |
5,047 | 5,356 | 9,646 | 10,325 | ||||||||||||
Engineered Solutions |
1,111 | (124 | ) | 1,827 | (124 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total segments |
23,864 | 21,374 | 41,374 | 41,497 | ||||||||||||
Corporate |
(5,390 | ) | (8,719 | ) | (10,117 | ) | (14,251 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Consolidated operating income |
$ | 18,474 | $ | 12,655 | $ | 31,257 | $ | 27,246 | ||||||||
|
|
|
|
|
|
|
|
18
The net sales and operating income amounts for 2011 as set forth in the above table reflect an immaterial restatement to account for a change made in the fourth quarter of 2011 to integrate a portion of TRCs business into our Distribution Segment.
Distribution, OEM and, in certain cases, our Engineered Solutions segment, share common production processes, and manufacturing and distribution capacity. Accordingly, we do not identify all of our net assets to those segments. Thus, we do not report capital expenditures at the segment level. Additionally, depreciation expense is not allocated to those segments, but is included in manufacturing overhead cost pools and is absorbed into product cost (and inventory) as each product passes through our manufacturing work centers. Accordingly, as products are sold across those segments, it is impracticable to determine the amount of depreciation expense included in the operating results of each segment.
Segment operating income represents income from continuing operations before interest income or expense, other income or expense, and income taxes. Corporate consists of items not charged or allocated to the segments, including costs for employee relocation, discretionary bonuses, professional fees, restructuring expenses, asset impairments, and intangible amortization.
18. SUPPLEMENTAL GUARANTOR INFORMATION
The Senior Notes and the Revolving Credit Facility are instruments of the parent, and are reflected in their respective balance sheets. As of June 30, 2012, our payment obligations under the Senior Notes and the Revolving Credit Facility (see Note 7) were guaranteed by our 100% owned subsidiaries, CCI International, Inc., Patco and TRC (excluding TRCs 100%-owned foreign subsidiary, TRC Honduras, S.A. de C.V.) (the Guarantor Subsidiaries). Such guarantees are full, unconditional, and joint and several. The following unaudited supplemental financial information sets forth, on a combined basis, balance sheets, statements of income, statements of comprehensive income and statements of cash flows for Coleman Cable, Inc. (Parent) and the Guarantor Subsidiaries. The condensed consolidating financial statements have been prepared on the same basis as the condensed consolidated financial statements of Parent. The equity method of accounting is followed within this financial information.
19
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF INCOME FOR THE THREE MONTHS ENDED
JUNE 30, 2012
Parent | Guarantor Subsidiaries |
Non Guarantor Subsidiaries |
Eliminations | Total | ||||||||||||||||
NET SALES |
$ | 207,199 | $ | 8,609 | $ | 20,103 | $ | (4,679 | ) | $ | 231,232 | |||||||||
COST OF GOODS SOLD |
176,065 | 6,561 | 17,302 | (4,679 | ) | 195,249 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
GROSS PROFIT |
31,134 | 2,048 | 2,801 | | 35,983 | |||||||||||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
12,447 | 2,070 | 1,227 | | 15,744 | |||||||||||||||
INTANGIBLE ASSET AMORTIZATION |
1,176 | 340 | 226 | | 1,742 | |||||||||||||||
RESTRUCTURING CHARGES |
(15 | ) | 41 | (3 | ) | | 23 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
OPERATING INCOME (LOSS) |
17,526 | (403 | ) | 1,351 | | 18,474 | ||||||||||||||
INTEREST EXPENSE |
7,008 | | 15 | | 7,023 | |||||||||||||||
OTHER INCOME, NET |
| | (71 | ) | | (71 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
INCOME (LOSS) BEFORE INCOME TAXES |
10,518 | (403 | ) | 1,407 | | 11,522 | ||||||||||||||
INCOME FROM SUBSIDIARIES |
909 | | | (909 | ) | | ||||||||||||||
INCOME TAX EXPENSE (BENEFIT) |
3,798 | (134 | ) | 229 | | 3,893 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
NET INCOME (LOSS) |
$ | 7,629 | $ | (269 | ) | $ | 1,178 | $ | (909 | ) | $ | 7,629 | ||||||||
|
|
|
|
|
|
|
|
|
|
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF INCOME FOR THE THREE MONTHS ENDED
JUNE 30, 2011
Parent | Guarantor Subsidiary |
Non Guarantor Subsidiaries |
Eliminations | Total | ||||||||||||||||
NET SALES |
$ | 213,376 | $ | | $ | 16,489 | $ | (10,015 | ) | $ | 219,850 | |||||||||
COST OF GOODS SOLD |
183,989 | | 13,635 | (10,015 | ) | 187,609 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
GROSS PROFIT |
29,387 | | 2,854 | | 32,241 | |||||||||||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
15,192 | | 2,450 | | 17,642 | |||||||||||||||
INTANGIBLE ASSET AMORTIZATION |
1,345 | | 404 | | 1,749 | |||||||||||||||
RESTRUCTURING CHARGES |
(8 | ) | | 203 | | 195 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
OPERATING INCOME (LOSS) |
12,858 | | (203 | ) | | 12,655 | ||||||||||||||
INTEREST EXPENSE |
7,062 | | 64 | | 7,126 | |||||||||||||||
GAIN ON AVAILABLE FOR SALE SECURITIES |
(753 | ) | | | | (753 | ) | |||||||||||||
OTHER LOSS, NET |
| | 45 | | 45 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
INCOME (LOSS) BEFORE INCOME TAXES |
6,549 | | (312 | ) | | 6,237 | ||||||||||||||
LOSS FROM SUBSIDIARIES |
(134 | ) | | | 134 | | ||||||||||||||
INCOME TAX EXPENSE (BENEFIT) |
2,039 | | (178 | ) | | 1,861 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
NET INCOME (LOSS) |
$ | 4,376 | $ | | $ | (134 | ) | $ | 134 | $ | 4,376 | |||||||||
|
|
|
|
|
|
|
|
|
|
20
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF INCOME FOR THE SIX MONTHS ENDED
JUNE 30, 2012
Parent | Guarantor Subsidiaries |
Non Guarantor Subsidiaries |
Eliminations | Total | ||||||||||||||||
NET SALES |
$ | 404,627 | $ | 16,318 | $ | 39,928 | $ | (9,150 | ) | $ | 451,723 | |||||||||
COST OF GOODS SOLD |
347,229 | 12,423 | 34,568 | (9,150 | ) | 385,070 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
GROSS PROFIT |
57,398 | 3,895 | 5,360 | | 66,653 | |||||||||||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
25,404 | 3,763 | 2,307 | | 31,474 | |||||||||||||||
INTANGIBLE ASSET AMORTIZATION |
2,606 | 732 | 228 | | 3,566 | |||||||||||||||
RESTRUCTURING CHARGES |
(208 | ) | 262 | 302 | | 356 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
OPERATING INCOME (LOSS) |
29,596 | (862 | ) | 2,523 | | 31,257 | ||||||||||||||
INTEREST EXPENSE |
14,016 | | 29 | | 14,045 | |||||||||||||||
OTHER (INCOME) LOSS, NET |
| (1 | ) | 4 | | 3 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
INCOME (LOSS) BEFORE INCOME TAXES |
15,580 | (861 | ) | 2,490 | | 17,209 | ||||||||||||||
INCOME FROM SUBSIDIARIES |
1,523 | | | (1,523 | ) | | ||||||||||||||
INCOME TAX EXPENSE (BENEFIT) |
5,747 | (297 | ) | 403 | | 5,853 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
NET INCOME (LOSS) |
$ | 11,356 | $ | (564 | ) | $ | 2,087 | $ | (1,523 | ) | $ | 11,356 | ||||||||
|
|
|
|
|
|
|
|
|
|
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF INCOME FOR THE SIX MONTHS ENDED
JUNE 30, 2011
Parent | Guarantor Subsidiary |
Non Guarantor Subsidiaries |
Eliminations | Total | ||||||||||||||||
NET SALES |
$ | 410,075 | $ | | $ | 29,253 | $ | (13,677 | ) | $ | 425,651 | |||||||||
COST OF GOODS SOLD |
352,553 | | 24,508 | (13,677 | ) | 363,384 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
GROSS PROFIT |
57,522 | | 4,745 | | 62,267 | |||||||||||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
27,620 | | 3,874 | | 31,494 | |||||||||||||||
INTANGIBLE ASSET AMORTIZATION |
2,923 | | 409 | | 3,332 | |||||||||||||||
RESTRUCTURING CHARGES |
(8 | ) | | 203 | | 195 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
OPERATING INCOME |
26,987 | | 259 | | 27,246 | |||||||||||||||
INTEREST EXPENSE |
13,969 | | 129 | | 14,098 | |||||||||||||||
GAIN ON AVAILABLE FOR SALE SECURITIES |
(753 | ) | | | | (753 | ) | |||||||||||||
OTHER INCOME, NET |
| | (86 | ) | | (86 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
INCOME BEFORE INCOME TAXES |
13,771 | | 216 | | 13,987 | |||||||||||||||
INCOME FROM SUBSIDIARIES |
209 | | | (209 | ) | | ||||||||||||||
INCOME TAX EXPENSE |
4,377 | | 7 | | 4,384 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
NET INCOME |
$ | 9,603 | $ | | $ | 209 | $ | (209 | ) | $ | 9,603 | |||||||||
|
|
|
|
|
|
|
|
|
|
21
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED
JUNE 30, 2012
Parent | Guarantor Subsidiaries |
Non Guarantor Subsidiaries |
Eliminations | Total | ||||||||||||||||
NET INCOME (LOSS) |
$ | 7,629 | $ | (269 | ) | $ | 1,178 | $ | (909 | ) | $ | 7,629 | ||||||||
OTHER COMPREHENSIVE LOSS |
||||||||||||||||||||
Foreign currency translation adjustments, net of tax of $76 |
| | (233 | ) | | (233 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
OTHER COMPREHENSIVE LOSS |
| | (233 | ) | | (233 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
COMPREHENSIVE INCOME (LOSS) |
$ | 7,629 | $ | (269 | ) | $ | 945 | $ | (909 | ) | $ | 7,396 | ||||||||
|
|
|
|
|
|
|
|
|
|
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED
JUNE 30, 2011
Parent | Guarantor Subsidiaries |
Non Guarantor Subsidiary |
Eliminations | Total | ||||||||||||||||
NET INCOME (LOSS) |
$ | 4,376 | $ | | $ | (134 | ) | $ | 134 | $ | 4,376 | |||||||||
OTHER COMPREHENSIVE INCOME (LOSS) |
||||||||||||||||||||
Foreign currency translation adjustments, net of tax of $(127) |
| | 126 | | 126 | |||||||||||||||
Unrealized investment gain, net of tax of $8 |
(741 | ) | | | | (741 | ) | |||||||||||||
Pension adjustments, net of tax of $(1) |
(2 | ) | | | | (2 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
OTHER COMPREHENSIVE INCOME (LOSS) |
(743 | ) | | 126 | | (617 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
COMPREHENSIVE INCOME (LOSS) |
$ | 3,633 | $ | | $ | (8 | ) | $ | 134 | $ | 3,759 | |||||||||
|
|
|
|
|
|
|
|
|
|
22
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED
JUNE 30, 2012
Parent | Guarantor Subsidiaries |
Non Guarantor Subsidiaries |
Eliminations | Total | ||||||||||||||||
NET INCOME (LOSS) |
$ | 11,356 | $ | (564 | ) | $ | 2,087 | $ | (1,523 | ) | $ | 11,356 | ||||||||
OTHER COMPREHENSIVE LOSS |
||||||||||||||||||||
Foreign currency translation adjustments, net of tax provision of $9 |
| | (48 | ) | | (48 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
OTHER COMPREHENSIVE LOSS |
| | (48 | ) | | (48 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
COMPREHENSIVE INCOME (LOSS) |
$ | 11,356 | $ | (564 | ) | $ | 2,039 | $ | (1,523 | ) | $ | 11,308 | ||||||||
|
|
|
|
|
|
|
|
|
|
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED
JUNE 30, 2011
Parent | Guarantor Subsidiaries |
Non Guarantor Subsidiary |
Eliminations | Total | ||||||||||||||||
NET INCOME |
$ | 9,603 | $ | | $ | 209 | $ | (209 | ) | $ | 9,603 | |||||||||
OTHER COMPREHENSIVE INCOME (LOSS) |
||||||||||||||||||||
Foreign currency translation adjustments, net of tax benefit of $(143) |
| | 398 | | 398 | |||||||||||||||
Unrealized investment gain, net of tax of $424 |
(89 | ) | | | | (89 | ) | |||||||||||||
Pension adjustments, net of tax of $2 |
4 | | | | 4 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
OTHER COMPREHENSIVE INCOME (LOSS) |
(85 | ) | | 398 | | 313 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
COMPREHENSIVE INCOME |
$ | 9,518 | $ | | $ | 607 | $ | (209 | ) | $ | 9,916 | |||||||||
|
|
|
|
|
|
|
|
|
|
23
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET AS OF JUNE 30, 2012
Parent | Guarantor Subsidiaries |
Non Guarantor Subsidiaries |
Eliminations | Total | ||||||||||||||||
ASSETS |
||||||||||||||||||||
CURRENT ASSETS: |
||||||||||||||||||||
Cash and cash equivalents |
$ | (857 | ) | $ | 1,769 | $ | 4,556 | $ | | $ | 5,468 | |||||||||
Accounts receivable net of allowances |
112,275 | 4,856 | 10,358 | | 127,489 | |||||||||||||||
Intercompany receivable |
| 6,098 | 3,353 | (9,451 | ) | | ||||||||||||||
Inventories |
108,855 | 5,397 | 8,345 | | 122,597 | |||||||||||||||
Deferred income taxes |
2,696 | 595 | 87 | | 3,378 | |||||||||||||||
Assets held for sale |
546 | | | | 546 | |||||||||||||||
Prepaid expenses and other current assets |
5,732 | 2,376 | 1,105 | | 9,213 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current assets |
229,247 | 21,091 | 27,804 | (9,451 | ) | 268,691 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
PROPERTY, PLANT AND EQUIPMENT, NET |
67,897 | 3,856 | 5,298 | | 77,051 | |||||||||||||||
GOODWILL |
30,701 | 23,541 | 12,164 | | 66,406 | |||||||||||||||
INTANGIBLE ASSETS, NET |
18,747 | 6,168 | 16,878 | | 41,793 | |||||||||||||||
DEFERRED INCOME TAXES |
| | 256 | | 256 | |||||||||||||||
OTHER ASSETS |
7,243 | | 124 | | 7,367 | |||||||||||||||
INVESTMENT IN SUBSIDIARIES |
96,882 | | | (96,882 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
TOTAL ASSETS |
$ | 450,717 | $ | 54,656 | $ | 62,524 | $ | (106,333 | ) | $ | 461,564 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||||||||||||
CURRENT LIABILITIES: |
||||||||||||||||||||
Current portion of long-term debt |
$ | 167 | $ | | $ | | $ | | $ | 167 | ||||||||||
Accounts payable |
19,074 | (40 | ) | 2,480 | | 21,514 | ||||||||||||||
Intercompany payable |
59 | 3,353 | 6,039 | (9,451 | ) | | ||||||||||||||
Accrued liabilities |
26,411 | 1,162 | 4,598 | | 32,171 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current liabilities |
45,711 | 4,475 | 13,117 | (9,451 | ) | 53,852 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
LONG-TERM DEBT |
357,381 | | | | 357,381 | |||||||||||||||
OTHER LONG-TERM LIABILITIES |
2,657 | 35 | 54 | | 2,746 | |||||||||||||||
DEFERRED INCOME TAXES |
4,962 | 2,615 | 2 | | 7,579 | |||||||||||||||
SHAREHOLDERS EQUITY: |
||||||||||||||||||||
Common stock |
17 | | 928 | (928 | ) | 17 | ||||||||||||||
Treasury stock |
(3,086 | ) | | | | (3,086 | ) | |||||||||||||
Additional paid-in capital |
94,123 | 50,110 | 35,147 | (85,257 | ) | 94,123 | ||||||||||||||
Retained earnings (accumulated deficit) |
(50,815 | ) | (2,579 | ) | 13,511 | (10,932 | ) | (50,815 | ) | |||||||||||
Accumulated other comprehensive loss |
(233 | ) | | (235 | ) | 235 | (233 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total shareholders equity |
40,006 | 47,531 | 49,351 | (96,882 | ) | 40,006 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
TOTAL LIABILITIES AND EQUITY |
$ | 450,717 | $ | 54,656 | $ | 62,524 | $ | (106,333 | ) | $ | 461,564 | |||||||||
|
|
|
|
|
|
|
|
|
|
24
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2011
Parent | Guarantor Subsidiaries |
Non Guarantor Subsidiaries |
Eliminations | Total | ||||||||||||||||
ASSETS |
||||||||||||||||||||
CURRENT ASSETS: |
||||||||||||||||||||
Cash and cash equivalents |
$ | 4,086 | $ | 724 | $ | 4,936 | $ | | $ | 9,746 | ||||||||||
Accounts receivable net of allowances |
105,900 | 3,404 | 11,263 | | 120,567 | |||||||||||||||
Intercompany receivable |
| 10,954 | 3,459 | (14,413 | ) | | ||||||||||||||
Inventories |
98,596 | 4,662 | 5,431 | | 108,689 | |||||||||||||||
Deferred income taxes |
2,674 | 595 | 86 | | 3,355 | |||||||||||||||
Assets held for sale |
546 | | | | 546 | |||||||||||||||
Prepaid expenses and other current assets |
7,039 | 2,075 | 1, 174 | | 10,288 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current assets |
218,841 | 22,414 | 26,349 | (14,413 | ) | 253,191 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
PROPERTY, PLANT AND EQUIPMENT, NET |
54,404 | 2,766 | 1,787 | | 58,957 | |||||||||||||||
GOODWILL |
31,675 | 23,541 | 1,508 | | 56,724 | |||||||||||||||
INTANGIBLE ASSETS, NET |
21,353 | 6,901 | 86 | | 28,340 | |||||||||||||||
DEFERRED INCOME TAXES |
58 | | 318 | | 376 | |||||||||||||||
OTHER ASSETS |
8,016 | | 132 | | 8,148 | |||||||||||||||
INVESTMENT IN SUBSIDIARIES |
61,724 | | | (61,724 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
TOTAL ASSETS |
$ | 396,071 | $ | 55,622 | $ | 30,180 | $ | (76,137 | ) | $ | 405,736 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||||||||||||
CURRENT LIABILITIES: |
||||||||||||||||||||
Current portion of long-term debt |
$ | 166 | $ | | $ | | $ | | $ | 166 | ||||||||||
Accounts payable |
25,154 | 473 | 3,454 | | 29,081 | |||||||||||||||
Intercompany payable |
2,552 | 3,459 | 8,402 | (14,413 | ) | | ||||||||||||||
Accrued liabilities |
30,154 | 927 | 4,681 | | 35,762 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current liabilities |
58,026 | 4,859 | 16,537 | (14,413 | ) | 65,009 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
LONG-TERM DEBT |
302,935 | | | | 302,935 | |||||||||||||||
OTHER LONG-TERM LIABILITIES |
3,184 | | 10 | | 3,194 | |||||||||||||||
DEFERRED INCOME TAXES |
3,831 | 2,672 | | | 6,503 | |||||||||||||||
SHAREHOLDERS EQUITY: |
||||||||||||||||||||
Common stock |
17 | | 928 | (928 | ) | 17 | ||||||||||||||
Treasury stock |
(2,789 | ) | | | | (2,789 | ) | |||||||||||||
Additional paid-in capital |
92,871 | 50,104 | 1,475 | (51,579 | ) | 92,871 | ||||||||||||||
Retained earnings (accumulated deficit) |
(61,819 | ) | (2,013 | ) | 11,423 | (9,410 | ) | (61,819 | ) | |||||||||||
Accumulated other comprehensive loss |
(185 | ) | | (193 | ) | 193 | (185 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total shareholders equity |
28,095 | 48,091 | 13,633 | (61,724 | ) | 28,095 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
TOTAL LIABILITIES AND EQUITY |
$ | 396,071 | $ | 55,622 | $ | 30,180 | $ | (76,137 | ) | $ | 405,736 | |||||||||
|
|
|
|
|
|
|
|
|
|
25
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED
JUNE 30, 2012
Parent | Guarantor Subsidiaries |
Non Guarantor Subsidiaries |
Eliminations | Total | ||||||||||||||||
CASH FLOW FROM OPERATING ACTIVITIES: |
||||||||||||||||||||
Net income (loss) |
$ | 11,356 | $ | (564 | ) | $ | 2,087 | $ | (1,523 | ) | $ | 11,356 | ||||||||
Adjustments to reconcile net income (loss) to net cash flow from operating activities: |
||||||||||||||||||||
Depreciation and amortization |
9,576 | 1,271 | 389 | | 11,236 | |||||||||||||||
Stock-based compensation |
712 | | | | 712 | |||||||||||||||
Foreign currency transaction gain |
| | 3 | | 3 | |||||||||||||||
Deferred taxes |
1,307 | (60 | ) | 81 | | 1,328 | ||||||||||||||
Excess tax benefits from stock-based compensation |
(625 | ) | | | | (625 | ) | |||||||||||||
Gain on disposal of fixed assets |
(31 | ) | (10 | ) | | | (41 | ) | ||||||||||||
Equity in consolidated subsidiaries |
(1,523 | ) | | | 1,523 | | ||||||||||||||
Changes in operating assets and liabilities: |
||||||||||||||||||||
Accounts receivable |
(3,655 | ) | (1,453 | ) | 786 | | (4,322 | ) | ||||||||||||
Inventories |
(8,030 | ) | (734 | ) | (2,916 | ) | | (11,680 | ) | |||||||||||
Prepaid expenses and other assets |
1,454 | (300 | ) | 77 | | 1,231 | ||||||||||||||
Accounts payable |
(5,246 | ) | (513 | ) | (949 | ) | | (6,708 | ) | |||||||||||
Intercompany accounts |
(8,486 | ) | 4,754 | 3,732 | | | ||||||||||||||
Accrued liabilities |
(5,337 | ) | 271 | (37 | ) | | (5,103 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash flow from operating activities |
(8,528 | ) | 2,662 | 3,253 | | (2,613 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CASH FLOW FROM INVESTING ACTIVITIES: |
||||||||||||||||||||
Capital expenditures |
(17,795 | ) | (1,617 | ) | (3,726 | ) | | (23,138 | ) | |||||||||||
Proceeds from sale of fixed assets |
24 | | | | 24 | |||||||||||||||
Acquisition of businesses, net of cash acquired |
(32,842 | ) | | | | (32,842 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash flow from investing activities |
(50,613 | ) | (1,617 | ) | (3,726 | ) | | (55,956 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CASH FLOW FROM FINANCING ACTIVITIES: |
||||||||||||||||||||
Borrowings under revolving loan facilities |
253,028 | | | | 253,028 | |||||||||||||||
Repayments under revolving loan facilities |
(198,723 | ) | | | | (198,723 | ) | |||||||||||||
Purchase of treasury stock |
(297 | ) | | | | (297 | ) | |||||||||||||
Repayment of long-term debt |
(83 | ) | | | | (83 | ) | |||||||||||||
Excess tax benefits from stock-based compensation |
625 | | | | 625 | |||||||||||||||
Cash dividends paid |
(352 | ) | | | | (352 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash flow from financing activities |
54,198 | | | | 54,198 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Effect of exchange rate on cash and cash equivalents |
| | 93 | | 93 | |||||||||||||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
(4,943 | ) | 1,045 | (380 | ) | | (4,278 | ) | ||||||||||||
CASH AND CASH EQUIVALENTS Beginning of period |
4,086 | 724 | 4,936 | | 9,746 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CASH AND CASH EQUIVALENTS End of period |
$ | (857 | ) | $ | 1,769 | $ | 4,556 | $ | | $ | 5,468 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
NONCASH ACTIVITY |
||||||||||||||||||||
Unpaid capital expenditures |
90 | | | | 90 | |||||||||||||||
SUPPLEMENTAL CASH FLOW INFORMATION |
||||||||||||||||||||
Income taxes paid (refunded), net |
1,822 | (212 | ) | 37 | | 1,647 | ||||||||||||||
Cash interest paid |
13,222 | | | | 13,222 |
26
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED
JUNE 30, 2011
Parent | Guarantor Subsidiary |
Non Guarantor Subsidiaries |
Eliminations | Total | ||||||||||||||||
CASH FLOW FROM OPERATING ACTIVITIES: |
||||||||||||||||||||
Net income |
$ | 9,603 | $ | | $ | 209 | $ | (209 | ) | $ | 9,603 | |||||||||
Adjustments to reconcile net income to net cash flow from operating activities: |
||||||||||||||||||||
Depreciation and amortization |
9,378 | | 574 | | 9,952 | |||||||||||||||
Stock-based compensation |
3,519 | | | | 3,519 | |||||||||||||||
Foreign currency transaction gain |
| | (86 | ) | | (86 | ) | |||||||||||||
Gain on available for sale securities |
(753 | ) | | | | (753 | ) | |||||||||||||
Deferred taxes |
(2,504 | ) | | (73 | ) | | (2,577 | ) | ||||||||||||
Gain on disposal of fixed assets |
(5 | ) | | | | (5 | ) | |||||||||||||
Equity in consolidated subsidiaries |
(209 | ) | | | 209 | | ||||||||||||||
Changes in operating assets and liabilities: |
||||||||||||||||||||
Accounts receivable |
(16,832 | ) | | 1,444 | | (15,388 | ) | |||||||||||||
Inventories |
(22,537 | ) | | (1,319 | ) | | (23,856 | ) | ||||||||||||
Prepaid expenses and other assets |
925 | (1 | ) | (378 | ) | | 546 | |||||||||||||
Accounts payable |
10,277 | | (1,856 | ) | | 8,421 | ||||||||||||||
Intercompany accounts |
867 | (36 | ) | (831 | ) | | | |||||||||||||
Accrued liabilities |
(2,935 | ) | 39 | (1,199 | ) | | (4,095 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash flow from operating activities |
(11,206 | ) | 2 | (3,515 | ) | | (14,719 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CASH FLOW FROM INVESTING ACTIVITIES: |
||||||||||||||||||||
Capital expenditures |
(5,036 | ) | | (18 | ) | | (5,054 | ) | ||||||||||||
Proceeds from sale of fixed assets |
8 | | | | 8 | |||||||||||||||
Acquisition of businesses, net of cash acquired |
(63,883 | ) | | 5,202 | | (58,681 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash flow from investing activities |
(68,911 | ) | | 5,184 | | (63,727 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CASH FLOW FROM FINANCING ACTIVITIES: |
||||||||||||||||||||
Borrowings under revolving loan facilities |
89,560 | | | | 89,560 | |||||||||||||||
Repayments under revolving loan facilities |
(39,196 | ) | | | | (39,196 | ) | |||||||||||||
Payment of deferred financing fees |
(49 | ) | (49 | ) | ||||||||||||||||
Repayment of long-term debt |
(4 | ) | (4 | ) | ||||||||||||||||
Proceeds from stock option exercises |
67 | | | | 67 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash flow from financing activities |
50,378 | | | | 50,378 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Effect of exchange rate on cash and cash equivalents |
| | 315 | | 315 | |||||||||||||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
(29,739 | ) | 2 | 1,984 | | (27,753 | ) | |||||||||||||
CASH AND CASH EQUIVALENTS Beginning of period |
30,493 | 77 | 2,884 | | 33,454 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CASH AND CASH EQUIVALENTS End of period |
$ | 754 | $ | 79 | $ | 4,868 | $ | | $ | 5,701 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
NONCASH ACTIVITY |
||||||||||||||||||||
Unpaid capital expenditures |
1,502 | | | | 1,502 | |||||||||||||||
Unpaid business acquisition consideration |
542 | | | | 542 | |||||||||||||||
SUPPLEMENTAL CASH FLOW INFORMATION |
||||||||||||||||||||
Income taxes paid, net |
5,476 | | 404 | | 5,880 | |||||||||||||||
Cash interest paid |
13,090 | | | | 13,090 |
27
ITEM 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of risks and uncertainties, including those described in this report under Cautionary Note Regarding Forward-Looking Statements and under Item 1A. Risk Factors in our Annual Report on Form 10-K, for the fiscal year ended December 31, 2011. We assume no obligation to update any of these forward-looking statements. You should read the following discussion in conjunction with our condensed consolidated financial statements and the notes thereto included in this report.
Overview
Coleman Cable, Inc. (the Company, Coleman, us, we, or our) is a leading designer, developer, manufacturer and supplier of electrical wire and cable products for consumer, commercial and industrial applications, with operations primarily in the U.S. and, to a lesser degree, in Honduras and Canada.
Raw materials, primarily copper, comprise the primary component of our cost of goods sold. The price of copper is particularly volatile, and fluctuations in copper prices can significantly affect our sales and profitability. The average copper price on the COMEX was $3.55 for the second quarter of 2012, as compared to $4.16 per pound for the first quarter of 2011, with the $0.61 decline representing a decrease of 14.7%.
2012 Acquisition Watteredge (WE)
On May 31, 2012, Coleman completed the acquisition of most of the operating assets (and assumed certain liabilities) of WE, an Ohio corporation that designs, manufactures and sells secondary power connectors, including electric arc furnace cables, resistance welding cables, industrial high-performance copper bus and accessories, and other high performance power conduction devices and accessories. WE serves the steel, chemical, chlorine, power generation, fiberglass and automotive industries and sells its products and services worldwide. As further discussed below, we believe the acquisition of WE strengthens and provides for greater diversification of our overall portfolio.
The acquisition of the assets of WE, whose sales were nearly $25.0 million in 2011, was structured as an all-cash transaction valued at approximately $33.7 million (equal to a $35.0 million preliminary purchase price adjusted by a $1.3 million working capital adjustment). The transaction was funded with proceeds from Coleman's existing credit facility. Coleman retained WEs workforce and has continued all of WEs production at its current manufacturing plant in Avon Lake, Ohio. WE has been included as a component of our Engineered Solutions segment reported herein.
2011 Acquisitions
During the second quarter of 2011, we utilized cash on hand, as well as borrowings under our credit facility to complete three business combination transactions (collectively, the 2011 Acquisitions), as set forth below. Each of these 2011 Acquisitions was structured as a cash transaction, with aggregate consideration totaling $68.9 million. As further discussed below, we believe these acquisitions represent significant opportunities for us, including the strengthening and greater diversification of our overall portfolio.
Acquisition of the Assets of The Designers Edge (DE)
On April 1, 2011, we acquired certain assets of DE, a leading designer and distributor of specialty lighting products in the U.S. and Canada. The total purchase price for the assets acquired, primarily trade receivables and merchandise inventories, was $10.1 million. The acquisition of DEs assets has significantly expanded our product portfolio across a wide range of lighting product categories, including industrial, work and utility, as well as products for security and landscape applications. We fully integrated the acquired assets of DE into our Distribution segment during the second quarter of 2011.
Acquisition of the Assets of First Capitol Wire and Cable (FCWC) and Continental Wire and Cable (CWC)
On April 29, 2011, we acquired the assets of FCWC and CWC, both of which were privately-held entities based in York, Pennsylvania, with CWC being a 100%-owned subsidiary of FCWC, which are leading manufacturers of industrial wire and cable products used across a number of commercial, utility and industrial end-markets. The total purchase price for the assets acquired, primarily merchandise inventories and production equipment, was $7.3 million. The acquisition of the assets of FCWC and CWC has allowed us to expand our capabilities, product offerings and capacity for producing a wide assortment of high-quality industrial cables. We fully integrated the assets of FCWC and CWC into our existing operations during the second quarter of 2011.
28
Acquisition of Technology Research Corporation (TRC)
On May 16, 2011, we completed the acquisition of 100% of the outstanding stock of TRC. TRC is a recognized leader in providing cost effective engineered solutions for applications involving power management and control, intelligent battery systems technology and electrical safety products based on proven ground fault sensing and Fire Shield® technology. These products are designed, manufactured and distributed to the consumer, commercial and industrial markets worldwide. TRC also supplies power monitors and control equipment to the United States Military and its prime contractors. TRC was publicly traded on the NASDAQ prior to its acquisition by Coleman. We completed the TRC acquisition as the result of a successful public tender offer to acquire all outstanding shares of TRC. The total purchase price consideration for TRC was approximately $51.5 million, including the acquisition-date fair value of an approximate 4.8% interest in TRC acquired by Coleman prior to submitting its acquisition proposal for TRC.
The Company believes TRC's sizable commercial and consumer products segment greatly broadens our current electrical products platform. In addition, TRC's battery, power storage, and power management systems, represent new product lines for Coleman.
TRC has maintained its current production facilities in Clearwater, FL, and Honduras. We integrated a portion of TRCs legacy business into our Distribution segment during 2011. The remainder of TRCs legacy business, TRCs military and specialty vehicle business, is a component of the Engineered Solutions segment reported herein.
Purchase Accounting Related to Acquisitions
Each of the above acquisitions was accounted for under the purchase method of accounting. Accordingly, we have allocated the purchase price for each acquisition to the net assets acquired based on the related estimated fair values at each respective acquisition date. The expected long-term growth, increased market position and expected synergies to be generated from the acquisitions are the primary factors which gave rise to acquisition prices for each of the acquisitions which resulted in the recognition of goodwill.
The purchase price allocations for the 2011 Acquisitions have been finalized. At the end of the first quarter of 2012, we finalized our purchase accounting for DE as certain purchase price and other matters relative to this acquisition were resolved. As a result, the total purchase price for DE was lowered by $0.8 million, with a corresponding reduction in the goodwill recorded in respect to this acquisition. The purchase price allocation for the WE acquisition, which closed on May 31, 2012, has been determined provisionally and is subject to revision as additional information about the fair value of individual assets and liabilities becomes available. Accordingly, the provisional measurement of accounts receivable, inventories, property, plant and equipment, intangible assets, current liabilities, taxes, and goodwill are subject to change. Any change in the acquisition date fair value of the acquired net assets will change the amount of the purchase price allocable to goodwill.
Consolidated Results of Operations
Each of the above acquisitions has been included in our condensed consolidated financial statements, including our results of operations, beginning from each respective acquisition date. Accordingly, the condensed consolidated statement of income for the three and six months ended June 30, 2012 includes the full impact of operations for the assets acquired in connection with the 2011 Acquisitions, but only one month of results for the assets acquired in connection with the WE acquisition. The condensed consolidated statement of income for the three and six months ended June 30, 2011 includes three months of operations for the assets acquired in connection with the DE acquisition, approximately two months of operations for the assets acquired in connection with the FCWC and CWC acquisition, and approximately six weeks of operations related to TRC. The condensed consolidated statement of income for the three and six months ended June 30, 2011 does not include any operations for the assets acquired in connection with the WE acquisition.
In addition to net income determined in accordance with GAAP, we use certain non-GAAP measures in assessing our operating performance. These non-GAAP measures used by management include: (1) EBITDA, which we define as net income before net interest, income taxes, depreciation and amortization expense (EBITDA), (2) Adjusted EBITDA, which is our measure of EBITDA adjusted to exclude the impact of certain specifically identified items (Adjusted EBITDA), and (3) Adjusted earnings per share, which we calculate as diluted earnings per share adjusted to exclude the estimated per share impact of the same specifically identified items used to calculate Adjusted EBITDA (Adjusted EPS). For the periods presented in this report, the specifically identified items include restructuring charges, gain on available for sale securities, share-based compensation expense, and acquisition-related costs.
We believe both EBITDA and Adjusted EBITDA serve as appropriate measures to be used in evaluating the performance of our business. We use these measures in the preparation of our annual operating budgets and in determining levels of operating and capital investments. We believe both EBITDA and Adjusted EBITDA allow us to readily view operating trends, perform analytical comparisons and identify strategies to improve operating performance. The usefulness of both EBITDA and Adjusted EBITDA as performance measures is limited by the fact that they both exclude the impact of interest expense, depreciation and amortization expense, and taxes. Due to these limitations, we do not, and you should not, use either EBITDA or Adjusted EBITDA as the only measures of our performance. We also use, and recommend that you consider, net income in accordance with GAAP as a measure of our performance. Finally, other companies may define EBITDA and Adjusted EBITDA differently and, as a result, our measure of EBITDA and Adjusted EBITDA may not be directly comparable to EBITDA and Adjusted EBITDA measures of other companies.
29
Similarly, we believe our use of Adjusted EPS and Adjusted EBITDA provides an appropriate measure to use in assessing our performance across periods given that this measure provides an adjustment for certain significant items, the magnitude of which may vary significantly from period to period. However, we do not, and do not recommend that you, solely use Adjusted EPS to assess our financial and earnings performance. We also use, and recommend that you use, diluted earnings per share in addition to Adjusted EPS in assessing our earnings performance. Finally, other companies may define Adjusted EPS differently and, as a result, our measure of Adjusted EPS may not be directly comparable to Adjusted EPS measures of other companies.
The following tables, which reconcile our measure of Adjusted EPS to diluted earnings per share, and Adjusted EBITDA to net income, respectively, should be used along with the below statements of income for the periods presented, and the accompanying results of operations review.
Three Months Ended June 30, |
Six Months
Ended June 30, |
|||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Diluted earnings per share, as determined in accordance with GAAP, to Adjusted EPS | (unaudited) | |||||||||||||||
Earnings per share |
$ | 0.44 | $ | 0.25 | $ | 0.65 | $ | 0.55 | ||||||||
Restructuring charges (1) |
0.00 | 0.01 | 0.01 | 0.01 | ||||||||||||
Gain on available for sale securities (2) |
| (0.04 | ) | | (0.04 | ) | ||||||||||
Share-based compensation expense (3) |
0.00 | 0.08 | 0.03 | 0.12 | ||||||||||||
Acquisition-related costs(4) |
0.02 | 0.07 | 0.02 | 0.10 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Adjusted diluted earnings per share |
$ | 0.46 | $ | 0.37 | $ | 0.71 | $ | 0.74 | ||||||||
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
(unaudited) | ||||||||||||||||
Net income, as determined in accordance with GAAP, to EBITDA and Adjusted EBITDA | (Thousands) | (Thousands) | ||||||||||||||
Net income |
$ | 7,629 | $ | 4,376 | $ | 11,356 | $ | 9,603 | ||||||||
Interest expense |
7,023 | 7,126 | 14,045 | 14,098 | ||||||||||||
Income tax expense |
3,893 | 1,861 | 5,853 | 4,384 | ||||||||||||
Depreciation and amortization expense (a) |
5,083 | 4,615 | 10,414 | 8,921 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
EBITDA |
$ | 23,628 | $ | 17,978 | $ | 41,668 | $ | 37,006 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Restructuring charges (1) |
23 | 195 | 356 | 195 | ||||||||||||
Gain on available for sale securities (2) |
| (753 | ) | | (753 | ) | ||||||||||
Share-based compensation expense (3) |
114 | 2,342 | 712 | 3,519 | ||||||||||||
Acquisition-related costs(4) |
364 | 1,677 | 366 | 2,578 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
ADJUSTED EBITDA |
$ | 24,129 | $ | 21,439 | $ | 43,102 | $ | 42,545 | ||||||||
|
|
|
|
|
|
|
|
(a) | Depreciation and amortization expense shown in the above schedule excludes amortization of debt issuance costs, which are included as a component of interest expense. |
The nature of each individual item listed in the table above, which has been excluded from EBITDA in order to arrive at our measure of Adjusted EBITDA for each of the periods presented, is detailed in the analysis of operating results that follows.
Earnings and Performance Summary
We recorded net income of $7.6 million (or $0.44 per diluted share) in the second quarter of 2012, as compared to net income of $4.4 million (or $0.25 per diluted share) for the second quarter of 2011. For the second quarter of 2012, we recorded EBITDA of $23.6 million, as compared to $18.0 million in EBITDA for the second quarter of 2011.
We recorded net income of $11.4 million (or $0.65 per diluted share) in the six months ended June 30, 2012, as compared to net income of $9.6 million (or $0.55 per diluted share) for the first six months of 2011. For the six months ended June 30, 2012, we recorded EBITDA of $41.7 million, as compared to $37.0 million in EBITDA for the six months ended June 30, 2011.
As set forth below, results for these periods were impacted by certain significant items, the magnitude of which may vary significantly from period to period and, thereby, have a disproportionate effect on the earnings reported for any given period. The income statement review below contains further detail regarding these items.
30
(1) | Restructuring charges: We recorded restructuring charges of $0.0 million ($0.0 million after tax, or $0.00 per diluted share) and $0.4 million ($0.2 million after tax, or $0.01 per diluted share) during the three and six months ended June 30, 2012, respectively. These expenses were primarily costs related to facilities closed in prior years, consisting of two leased and one owned facility for which we continue to pay holding costs. Our results for the three and six months ended June 30, 2011 included $0.2 million ($0.1 million after tax or $0.01 per diluted share) in restructuring charges. These expenses were primarily comprised of severance costs at TRC. |
(2) | Gain on available for sale securities: We held a 4.8% interest in TRC at the time we acquired TRC. The fair value of our 4.8% pre-existing interest at the merger date was included in the total purchase price for TRC. As a result, we recorded a non-taxable gain of $0.8 million ($0.8 million after tax, or $0.04 per diluted share) in the second quarter of 2011 which represented the impact of re-measuring to fair value the 4.8% equity interest in TRC we held before the business combination. |
(3) | Share-based compensation expense: We recorded stock-based compensation expense of $0.1 million ($0.1 million after tax, or $0.00 per diluted share) in the three months ended June 30, 2012 and expense of $0.7 million ($0.4 million after tax, or $0.03 per diluted share) during the six months ended June 30, 2012. Our results for the three and six month periods ended June 30, 2011 included $2.3 million ($1.4 million after tax or $0.08 per diluted share) and $3.5 million ($2.1 million after tax or $0.12 per diluted share), respectively, of stock-based compensation expense. Stock-based compensation expense is excluded from our measures of Adjusted EBITDA and Adjusted EPS to represent normalized operational results due to the periodic fluctuations in the value of the underlying instruments. |
(4) | Acquisition-related costs: Our results for 2012 included acquisition-related costs of $0.4 million ($0.4 million after tax or $0.02 per diluted share) for the three and six months ended June 30, 2012. Our results for 2011 included acquisition-related costs of $1.7 million ($1.3 million after tax or $0.07 per diluted share) in the three months ended June 30, 2011 and $2.6 million ($1.9 million after tax or $0.10 per diluted share) during the six months ended June 30, 2011. Acquisition-related costs include outside legal, consulting and other fees, and direct expenses incurred relative to acquisition-related activities. These costs are excluded from our measures of Adjusted EBITDA and Adjusted EPS so that such measures may more closely reflect underlying operational results. |
The following sets forth, for the periods indicated, our consolidated results of operations and related data in thousands of dollars and as a percentage of net sales.
Three Months Ended June 30, 2012 Compared with Three Months Ended June 30, 2011
Three Months Ended June 30, | Period-over-Period Change | |||||||||||||||||||||||
2012 | 2011 | 2012 vs. 2011 | ||||||||||||||||||||||
Amount | % | Amount | % | $ Change | % Change | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
(Thousands, except per share data) | ||||||||||||||||||||||||
Distribution net sales |
164,310 | 71.1 | % | $ | 156,801 | 70.8 | % | $ | 7,509 | 4.8 | % | |||||||||||||
OEM net sales |
56,327 | 24.4 | 59,500 | 27.1 | (3,173 | ) | (5.3 | ) | ||||||||||||||||
Engineered Solutions net sales |
10,595 | 4.5 | 3,549 | 2.1 | 7,046 | 198.5 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Consolidated net sales |
231,232 | 100.0 | 219,850 | 100.0 | 11,382 | 5.2 | ||||||||||||||||||
Gross profit |
35,983 | 15.6 | 32,241 | 14.7 | 3,742 | 11.6 | ||||||||||||||||||
Selling, general and administrative expenses |
15,744 | 6.8 | 17,642 | 8.0 | (1,897 | ) | (10.8 | ) | ||||||||||||||||
Intangible amortization expense |
1,742 | 0.8 | 1,749 | 0.8 | (7 | ) | (0.4 | ) | ||||||||||||||||
Restructuring charges |
23 | 0.0 | 195 | 0.1 | (172 | ) | (88.2 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating income |
18,474 | 8.0 | 12,655 | 5.8 | 5,819 | 46.0 | ||||||||||||||||||
Interest expense |
7,023 | 3.0 | 7,126 | 3.2 | (103 | ) | 1.4 | |||||||||||||||||
Gain on available for sale securities |
| | (753 | ) | (0.3 | ) | (753 | ) | | |||||||||||||||
Other (income) loss |
(71 | ) | 0.0 | 45 | 0.0 | 116 | | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income before income taxes |
11,522 | 5.0 | 6,237 | 2.9 | 5,285 | 84.7 | ||||||||||||||||||
Income tax expense |
3,893 | 1.7 | 1,861 | 0.9 | 2,032 | 109.2 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income |
$ | 7,629 | 3.3 | $ | 4,376 | 2.0 | $ | 3,253 | 74.3 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Diluted income per share |
$ | 0.44 | $ | 0.25 |
31
Six Months Ended June 30, 2012 Compared with Six Months Ended June 30, 2011
Six Months Ended June 30, | Period-over-Period Change | |||||||||||||||||||||||
2012 | 2011 | 2012 vs. 2011 | ||||||||||||||||||||||
Amount | % | Amount | % | $ Change | % Change | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
(Thousands, except per share data) | ||||||||||||||||||||||||
Distribution net sales |
$ | 319,370 | 70.7 | % | $ | 306,059 | 71.6 | % | $ | 13,311 | 4.3 | % | ||||||||||||
OEM net sales |
114,242 | 25.3 | 116,043 | 27.3 | (1,802 | ) | (1.6 | ) | ||||||||||||||||
Engineered Solutions net sales |
18,111 | 4.0 | 3,549 | 1.1 | 14,562 | 410.3 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Consolidated net sales |
451,723 | 100.0 | 425,651 | 100.0 | 26,073 | 6.1 | ||||||||||||||||||
Gross profit |
66,653 | 14.8 | 62,267 | 14.6 | 4,386 | 7.0 | ||||||||||||||||||
Selling, general and administrative expenses |
31,474 | 7.0 | 31,494 | 7.4 | (20 | ) | (0.1 | ) | ||||||||||||||||
Intangible amortization expense |
3,566 | 0.8 | 3,332 | 0.8 | 234 | 7.0 | ||||||||||||||||||
Restructuring charges |
356 | 0.2 | 195 | 0.0 | 161 | 82.6 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating income |
31,257 | 6.9 | 27,246 | 6.4 | 4,011 | 14.7 | ||||||||||||||||||
Interest expense |
14,045 | 3.1 | 14,098 | 3.3 | (53 | ) | (0.4 | ) | ||||||||||||||||
Gain on available for sale securities |
| | (753 | ) | (0.3 | ) | (753 | ) | | |||||||||||||||
Other (income) loss |
3 | 0.0 | (86 | ) | 0.0 | (89 | ) | | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income before income taxes |
17,209 | 3.8 | 13,987 | 3.3 | 3,222 | 23.0 | ||||||||||||||||||
Income tax expense |
5,853 | 1.3 | 4,384 | 1.0 | 1,469 | 33.5 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income |
$ | 11,356 | 2.5 | $ | 9,603 | 2.3 | $ | 1,753 | 18.3 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Diluted income per share |
$ | 0.65 | $ | 0.55 |
Segments
We have three reportable segments: (1) Distribution, (2) Original Equipment Manufacturers (OEM) and (3) Engineered Solutions (formerly Other). The Distribution segment serves our customers in distribution businesses, who are resellers of our products, while our OEM segment serves our OEM customers, who generally purchase more tailored products from us, which are used as inputs into subassemblies of manufactured finished goods. The Engineered Solutions segment, which was formerly reported as Other, contains that portion of TRCs legacy business that has not been integrated into our Distribution segment, TRCs military and specialty vehicle business, as well as our WE business, which was acquired in May 2012. The Other segment was re-labeled as our Engineered Solutions segment as a result of our having acquired WE in May 2012 and managements concurrent decision to report internally the collective operations of WE and the non-integrated components of TRC, all of which produce highly engineered, often customized product lines. Therefore, the Engineered Solutions segment reflects the aggregation of immaterial other operating segments which produce highly engineered, customized product lines.
Net sales
The increase in net sales for the second quarter and first half of 2012, as compared to the second quarter and first half of 2011, reflected the following factors:
| Increased sales volumes (measured in total pounds shipped as set forth below) in our Distribution and OEM segments, primarily due to overall market demand growth across a number of end markets, accounted for approximately $13.2 million and $33.2 million in increased net sales for the second quarter and first half of 2012, as compared to the same periods in 2011, respectively; |
| Lower selling prices in our Distribution and OEM segments, primarily due to lower copper prices, accounted for a decrease in net sales of approximately $8.8 million and $21.7 million for the second quarter and first half of 2012, respectively. In particular, average COMEX copper prices decreased by 14.7% and 14.1% in the second quarter and first half of 2012, as compared to the second quarter and first half of 2011, respectively; |
| Our Engineered Solutions segment accounted for $7.0 million and $14.6 million in increased net sales for the second quarter and first half of 2012, respectively. Our Engineered Solutions segment includes the portion of TRCs legacy business not integrated into our Distribution segment, its military and specialty vehicle business, as well as our Watteredge business. TRC was acquired in May of 2011 and Watteredge was acquired May 31, 2012. Accordingly, our results for the second quarter and first half of 2012 included the full impact of the TRC business, and one month of results for Watteredge. Our results for the second quarter and first half of 2011 included approximately six weeks of TRCs results and did not include any results from Watteredge. |
32
The following table sets forth our sales volume for our Distribution and OEM segments, measured in thousands of total pounds shipped, as well as average COMEX copper prices for the periods presented:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
2012 | 2011 | % Change | 2012 | 2011 | % Change | |||||||||||||||||||
Total Sales Volume in Pounds (1) | (Thousands) | (Thousands) | ||||||||||||||||||||||
Distribution |
44,189 | 40,861 | 8.1 | % | 86,169 | 78,816 | 9.3 | % | ||||||||||||||||
OEM |
21,624 | 21,307 | 1.5 | 44,185 | 41,880 | 5.5 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total Distribution and OEM |
65,813 | 62,168 | 5.9 | 130,354 | 120,696 | 8.0 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Average COMEX Copper (2) |
$ | 3.55 | $ | 4.16 | (14.7 | ) | $ | 3.67 | $ | 4.27 | (14.1 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
(1) | Engineered Solutions does not currently track volume through total pounds shipped. |
(2) | Represents the average price for one pound of copper on the COMEX for the period indicated. |
For the second quarter and first half of 2012, we experienced demand increases across a number of areas of our business, mainly in the form of increased demand from existing customers, which we believe is a function of both increased sales of our new industrial products, as well as improved market conditions. Despite the overall volume increases for the quarter and first half of 2012, our overall volume levels for the month of June 2012 declined 2.9% from June 2011 levels, including a 9.3% decline in OEM volume partially offset by a gain of 0.6% in Distribution volume. Our visibility is limited as to whether the overall year-over-year decline noted for the month of June 2012 represents a temporary fluctuation in demand patterns or represents the beginning of a period of somewhat weaker industry demand levels. Historically, our second half volume levels have been generally higher than volume levels recorded in the first half of the year as we benefit from incremental demand from seasonal products.
Gross profit
Of the $3.7 million and $4.4 million total increase in gross profit recorded for the second quarter and first half of 2012, as compared to the same periods in 2011, respectively, $2.4 million and $4.8 million were attributable to increased gross profit within our Engineered Solutions segment. As noted above, the second quarter and first half of 2012 included the full impact of the TRC, as well as one month of results for Watteredge. The second quarter and first half of 2011 included approximately six weeks of results for TRC and did not include any results for Watteredge. Excluding the impact of the Engineered Solutions segment, gross profit increased by $1.3 million and declined by $0.4 million for the second quarter and first half of 2012, respectively, as compared to the same periods in 2011. This $1.3 million increase in gross profit for the second quarter was primarily attributable to incremental gross profit generated from the above-noted volume increases and, to a lesser degree, an improvement in our gross profit as a percentage of net sales (gross profit rate). For the second quarter of 2012, our overall gross profit rate improved by 0.9% (as a percentage of net sales), as compared to the second quarter of 2011, largely reflecting the inclusion of a greater proportion of sales within the Engineered Solutions segment, which generally carry higher margins. Excluding the impact of Engineered Solutions, we experienced modest gross profit rate improvement reflective of improved pricing in a number of end markets, partially offset by the impact of higher freight costs. Measured on a year-to-date basis, however, this second quarter year-over-year gross profit improvement was not significant enough to offset a decline in gross profit recorded during the first quarter of 2012 which reflected the impact of increased inflationary cost pressures on first quarter 2012 gross profit. Despite the fact that we announced a number of price increases during the first quarter of 2012, the timing of such increases, which were in place for the second quarter of 2012, did not prevent an interim contraction in our gross profit during the first quarter of 2012.
Selling, general and administrative (SG&A) expense
Our SG&A expense decreased by $1.9 million for the second quarter of 2012, as compared to the second quarter of 2011, and was essentially unchanged for the first half of 2012 as compared to the first half of 2011. These overall fluctuations included increases of $1.2 million and $2.8 million for the second quarter and first half of 2012, respectively, due to increased SG&A attributable to our Engineered Solutions segment. As noted above, the second quarter and first half of 2012 included the full impact of TRC, as well as one month of results for Watteredge. The second quarter and first half of 2011 included approximately six weeks of results for TRC and did not include any results for Watteredge. Excluding the impact of the Engineered Solutions segment, our SG&A expenses decreased $3.1 million and $2.8 million for the second quarter and first half of 2012, respectively. These decreases were primarily attributable to (1) lower stock-based compensation expense which accounted for decreases of $2.2 million and $2.8 million for the second quarter and first half of 2012, respectively, and (2) decreased acquisition-related costs (outside legal, consulting and other fees, and direct expenses incurred relative to acquisitions) which accounted for decreases of $1.3 million and $2.2 million for the second quarter and first half of 2012, respectively, with the remaining net increase of $0.4 million and $2.2 million for the second quarter and first half, respectively, reflecting increases across a number of expense areas, most notably payroll and related costs.
33
Intangible amortization expense
Intangible amortization expense for the second quarter of 2012 was largely unchanged from the second quarter of 2011, as an increase in amortization expense related to intangibles recorded in connection with the acquisition of Watteredge assets (acquired May 2012) was offset by a decline in amortization expense associated with intangibles recorded in connection with acquisitions occurring in prior years. The increase in amortization expense recorded for the six months ended June 30, 2012, as compared to the six months ended June 30, 2011, reflects the impact of amortization recorded in relation to the Watteredge acquisition, as well as increased amortization expense recorded in relation to the 2011 Acquisitions, partially offset by lower amortization expense associated with intangibles recorded in connection with acquisitions occurring in prior years. Amortization expense reflects the fact that the related amortizable intangible assets are generally amortized using an accelerated amortization method, which reflects our estimate of the pattern in which the economic benefit derived from such assets is to be consumed and, accordingly, results in lower amortization expense being recorded in periods further removed from the period of initial recognition. We anticipate increased intangible amortization expense in future quarters as a result of an increase in total intangible assets resulting from the Watteredge acquisition.
Restructuring charges
We recorded $0.0 million and $0.4 million in restructuring costs in the second quarter and first half of 2012, respectively. The majority of these charges related to costs at facilities closed in prior years currently consisting of two leased and one owned facility for which we continue to pay holding costs. We recorded $0.2 million in restructuring costs in the second quarter and first half of 2011, which were primarily comprised of severance costs at TRC.
In May 2012, we announced plans to close our manufacturing facility in Texarkana, Arkansas. As planned, we ceased all production at this facility in July of 2012 and will recognize approximately $0.8 to $1.0 million in closing-related costs primarily consisting of severance and equipment-moving costs. The majority of these restructuring costs will be incurred in the third and fourth quarters of 2012. The operations of this facility have been moved to other existing manufacturing facilities, supplemented by foreign-sourcing of certain products, and we believe these actions will generate approximately $1.0 to $1.5 million in annual cost savings, most notably in the form of reduced overhead costs.
Operating income
The following table sets forth operating income by segment, in thousands of dollars and segment operating income as a percentage of segment net sales.
Three Months Ended June 30, | Year-over-Year Change | |||||||||||||||||||||||
2012 | 2011 | 2012 vs. 2011 | ||||||||||||||||||||||
Amount | %Net Sales | Amount | %Net Sales | $ Change | % Change | |||||||||||||||||||
(Thousands) | ||||||||||||||||||||||||
Operating Income: |
||||||||||||||||||||||||
Distribution |
$ | 17,706 | 10.8 | % | $ | 16,142 | 10.3 | % | $ | 1,564 | 9.7 | % | ||||||||||||
OEM |
5,047 | 9.0 | 5,356 | 9.0 | (309 | ) | (5.8 | ) | ||||||||||||||||
Engineered Solutions |
1,111 | 10.5 | (124 | ) | (3.5 | ) | 1,235 | | ||||||||||||||||
Corporate |
(5,390 | ) | (8,719 | ) | 3,329 | |||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Consolidated operating income |
$ | 18,474 | 8.0 | % | $ | 12,655 | 5.8 | % | $ | 5,819 | 46.0 | % | ||||||||||||
|
|
|
|
|
|
Six Months Ended June 30, | Year-over-Year Change | |||||||||||||||||||||||
2012 | 2011 | 2012 vs. 2011 | ||||||||||||||||||||||
Amount | %Net Sales | Amount | %Net Sales | $ Change | % Change | |||||||||||||||||||
(Thousands) | ||||||||||||||||||||||||
Operating Income (Loss): |
||||||||||||||||||||||||
Distribution |
$ | 29,901 | 9.4 | % | $ | 31,296 | 10.2 | % | $ | (1,395 | ) | (4.5 | )% | |||||||||||
OEM |
9,646 | 8.4 | 10,325 | 8.9 | (679 | ) | (6.6 | ) | ||||||||||||||||
Engineered Solutions |
1,827 | 10.1 | (124 | ) | (3.5 | ) | 1,951 | | ||||||||||||||||
Corporate |
(10,117 | ) | (14,251 | ) | 4,134 | |||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Consolidated operating income |
$ | 31,257 | 6.9 | % | $ | 27,246 | 6.4 | % | $ | 4,011 | 14.7 | % | ||||||||||||
|
|
|
|
|
|
The net sales and operating income amounts for 2011 as set forth in the above table reflect an immaterial restatement to account for a change made in the fourth quarter of 2011 to integrate a portion of TRCs business into our Distribution Segment.
34
Segment operating income represents income from continuing operations before interest income or expense, other income or expense, and income taxes. Corporate consists of items not charged or allocated to the segments, including costs for employee relocation, discretionary bonuses, professional fees, restructuring expenses, share-based compensation expense, and intangible amortization. Our Distribution, OEM and, in certain cases, our Engineered Solutions segment, share common production processes, and manufacturing and distribution capacity. Accordingly, we do not identify net assets to our segments. Similarly, depreciation expense is not allocated to segments, but is included in manufacturing overhead cost pools and is absorbed into product cost (and inventory) as each product passes through our numerous manufacturing work centers. Accordingly, as products are sold across our segments, it is impracticable to determine the amount of depreciation expense attributable to the operating results of a particular segment.
Distribution operating income improved for the second quarter of 2012, as compared to the second quarter of 2011, primarily reflecting the favorable gross profit impact of the above-noted increased volume levels in 2012. The improvement in the operating income rate primarily reflects an improvement in gross margin rate and increased expense leverage given higher overall volume levels. The decline in operating income for the first half of 2012, as compared to the first half of 2011, reflects the impact of lower gross profit recorded during the first quarter of 2012, as compared to the first quarter of 2011, partially offset by the above-noted improvement in gross profit during the second quarter of 2012. As noted above, we experienced lower gross profits during the first quarter of 2012 with such decline primarily reflective of a contraction in the spread between the cost of our products and the prices we were able to charge in the marketplace primarily due to increased inflationary pressure in the cost of our non-copper material inputs.
The OEM operating income decline for both the second quarter and first half of 2012, as compared to the same periods in 2011, primarily reflected the unfavorable gross profit impact of decreased sales prices in 2012, which more than offset the favorable impact of an increase in sales volumes. As noted above, during the first quarter of 2012, we experienced lower gross profits with such decline primarily reflective of a contraction in the spread between the cost of our products and the prices we were able to charge in the marketplace primarily due to increased inflationary pressure in the cost of our non-copper material inputs.
Engineered Solutions recorded operating income of $1.1 million and $1.8 million for the second quarter and first half of 2012, respectively, as compared to an operating loss of $0.1 million for the second quarter and first half of 2011. The increase in operating income is primarily reflective of the fact that, for the second quarter and first half of 2012, the Engineered Solutions segment operating income included the full impact of TRC, as well as one month of operating results for Watteredge. The second quarter and first half of 2011 included approximately six weeks of results for TRC and did not include any result for Watteredge.
Interest expense
The modest decline in interest expense for both the second quarter and first half of 2012, as compared to the second quarter and first half of 2011, reflects lower borrowing rates, unused line fees and expenses on our current Revolving Credit Facility (entered into by the Company in August of 2011), than existed under the terms of the credit facility that existed during the first half of 2011, partially offset by increased average borrowings.
Gain on available for sale securities
In the second quarter of 2011, prior to the acquisition of TRC, the Company owned 0.3 million shares of TRC common stock worth $7.20 per share as a result of the agreed upon purchase price for our acquisition of TRC. In accordance with the relevant accounting guidance, the fair value of this pre-existing investment in TRC was included as a part of the total purchase price for our acquisition of TRC. Consequently, as a result of the acquisition of TRC, we recognized a gain of $0.8 million on the difference between our cost basis in these 0.3 million shares of TRC common stock and their fair value at the acquisition date.
Other income (loss), net
We recorded other income (loss) reflecting the impact of exchange rate changes on our Canadian subsidiary.
Income tax expense
The increase in our tax rate for the second quarter and first half of 2012, as compared to the same respective periods of 2011, primarily reflects the fact that the income tax rate for 2011 was favorably impacted by the $0.8 million non-taxable gain on our approximate 4.8% equity holdings in TRC at the time of the acquisition, as previously discussed.
35
The following is a reconciliation for the periods indicated of cash flow from operating activities, as determined in accordance with GAAP, to EBITDA.
Three Months
Ended June 30, |
Six Months
Ended June 30, |
|||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
(unaudited) | ||||||||||||||||
(Thousands) | (Thousands) | |||||||||||||||
Net cash flow from operating activities |
$ | 18,393 | $ | 2,878 | $ | (2,613 | ) | $ | (14,719 | ) | ||||||
Interest expense |
7,023 | 7,126 | 14,045 | 14,098 | ||||||||||||
Income tax expense |
3,893 | 1,861 | 5,853 | 4,384 | ||||||||||||
Excess tax benefits from stock-based compensation |
(26 | ) | | 625 | | |||||||||||
Deferred taxes |
(774 | ) | 1,123 | (1,328 | ) | 2,577 | ||||||||||
Gain on disposal of fixed assets |
13 | 4 | 41 | 5 | ||||||||||||
Share-based compensation expense |
(114 | ) | (2,342 | ) | (712 | ) | (3,519 | ) | ||||||||
Gain on available for sale securities |
| 753 | | 753 | ||||||||||||
Foreign currency transaction gain (loss) |
71 | (45 | ) | (3 | ) | 86 | ||||||||||
Amortization of debt issuance costs (a) |
(411 | ) | (495 | ) | (822 | ) | (1,031 | ) | ||||||||
Changes in operating assets and liabilities |
(4,440 | ) | 7,115 | 26,582 | 34,372 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
EBITDA |
$ | 23,628 | $ | 17,978 | $ | 41,668 | $ | 37,006 | ||||||||
|
|
|
|
|
|
|
|
(a) | Amortization of debt issuance costs are included within depreciation and amortization for cash flow presentation and are included as a component of interest expense for income statement presentation. |
Liquidity and Capital Resources
Debt
The following summarizes long-term debt (including current portion and capital lease obligations) outstanding in thousands of dollars:
As of June 30, 2012 |
As of December 31, 2011 |
|||||||
Revolving Credit Facility |
$ | 84,305 | $ | 30,000 | ||||
Senior Notes due 2018 |
272,489 | 272,265 | ||||||
Capital lease obligations |
754 | 836 | ||||||
|
|
|
|
|||||
Total long-term debt, including current portion |
$ | 357,548 | $ | 303,101 | ||||
|
|
|
|
Revolving Credit Facility
Our $250.0 million, five-year revolving credit facility agreement with an accordion feature that allows us to increase our borrowings by an additional $50.0 million (the Revolving Credit Facility), which expires on October 1, 2016, is an asset-based loan facility, with a $20.0 million Canadian facility sublimit, and which is secured by substantially all of our assets, as further detailed below.
The interest rate charged on borrowings under the Revolving Credit Facility is based on our election of either the base rate (greater of federal funds rate plus 0.50% and the lenders prime rate) plus a range of 0.25% to 0.75% or the Eurodollar rate plus a range of 1.50% to 2.00%, in each case based on quarterly average excess availability under the Revolving Credit Facility. In addition, we pay an unused line fee of between 0.25% and 0.50% based on quarterly average excess availability pursuant to the terms of the Revolving Credit Facility.
Pursuant to the terms of the Revolving Credit Facility, we are required to maintain a fixed charge covenant ratio of not less than 1.0 to 1.0 for any month during which our excess availability under the Revolving Credit Facility falls below $30.0 million. Borrowing availability under the Revolving Credit Facility is limited to the lesser of (1) $250.0 million or (2) the sum of 85% of eligible accounts receivable, 70% of eligible inventory, with a maximum amount of borrowing-base availability which may be generated from inventory of $150.0 million for the U.S. portion and $12.0 million Canadian for the Canadian portion, and an advance rate to be 75% of certain appraised real estate and 85% of certain appraised equipment and capped at $62.5 million, with a $15.0 million sublimit for letters of credit. Our current availability does not include additional availability that may be generated by adding real estate and certain equipment to the borrowing base.
36
The Revolving Credit Facility is guaranteed by CCI International, Inc. (CCI International), TRC (excluding TRCs 100%-owned foreign subsidiary, TRC Honduras, S.A. de C.V.) and Patco Electronics (Patco), each of which are 100%-owned domestic subsidiaries, and is secured by substantially all of our assets and the assets of each of CCI International, TRC and Patco, including accounts receivable, inventory and any other tangible and intangible assets (including real estate, machinery and equipment and intellectual property) as well as by a pledge of all the capital stock of CCI International, TRC and Patco and 65% of the capital stock of our Canadian foreign subsidiary, but not our Chinese 100%-owned entity.
As of June 30, 2012, we were in compliance with all of the covenants of our Revolving Credit Facility.
9% Senior Notes due 2018 (Senior Notes)
Our Senior Notes mature on February 15, 2018 and have an aggregate principal amount of $275.0 million and a 9% coupon rate. Interest payments are due on February 15th and August 15th. As of June 30, 2012, we were in compliance with all of the covenants of our Senior Notes. Our Senior Notes were issued at a discount in 2010, resulting in proceeds of less than par value. This discount is being amortized to par value over the remaining life of the Senior Notes.
The Indenture relating to our Senior Notes contains customary covenants that limit us and our restricted subsidiaries from, among other things, incurring additional indebtedness, making restricted payments, creating liens, paying dividends, consolidating, merging or selling substantially all of their assets, entering into sale and leaseback transactions, and entering into transaction with affiliates. Additionally, all our domestic restricted subsidiaries that guarantee the Revolving Credit Facility are required under the Indenture to guarantee our obligations under the Senior Notes. Following our entry into the new Revolving Credit Facility, TRC and Patco became subsidiary guarantors of the Senior Notes.
Current and Future Liquidity
In general, we require cash for working capital, capital expenditures, debt repayment and interest. Our working capital requirements tend to increase when we experience significant increased demand for products or significant copper price increases. Accordingly, we may be required to borrow against our Revolving Credit Facility in the future upon the occurrence of various events, including increases in the price of copper, which increase our working capital requirements. Our management assesses the future cash needs of our business by considering a number of factors, including: (1) earnings and cash flow performance, (2) future working capital needs, (3) current and projected debt service expenses, and (4) planned capital expenditures.
As of June 30, 2012, we had $81.4 million in excess availability under the Revolving Credit Facility, and $5.5 million in cash and cash equivalents. We are permanently reinvested in our Honduran subsidiary and do not intend to repatriate funds. Cash held by our Honduran subsidiary of $2.2 million is not available to fund domestic operations unless these funds are repatriated. The Company would need to accrue and pay taxes of approximately $0.8 million if the funds were repatriated. We believe that our operating cash flows and borrowing capacity under the Revolving Credit Facility will be sufficient to fund our operations, meet our debt service requirements and fund our planned capital expenditures and strategic acquisitions for the foreseeable future.
If we experience a deficiency in earnings compared to our fixed charges in the future, we would need to fund the fixed charges through additional borrowings under the Revolving Credit Facility. If cash flows generated from our operations, together with borrowings under our Revolving Credit Facility, are not sufficient to fund our operations, meet our debt service requirements and fund our planned capital expenditures, we would need to seek additional sources of capital. Limitations on our ability to incur debt contained in the Revolving Credit Facility and the Indenture relating to our Senior Notes could prevent us from securing additional capital through the issuance of debt. In that case, we would need to secure additional capital through other means, such as the issuance of equity. In addition, we may not be able to obtain additional debt or equity financing on terms acceptable to us, or at all. If we were not able to secure additional capital, we could be required to delay or forego capital spending or other corporate initiatives, such as the development of products, or acquisition opportunities.
Our Revolving Credit Facility permits us to redeem, retire or repurchase our Senior Notes subject to certain limitations. We may repurchase Senior Notes in the future, but whether we do so will depend on a number of factors and there can be no assurance that we will repurchase any Senior Notes.
On May 1, 2012, our Board of Directors declared a quarterly dividend of $0.02 per common share, payable on May 30, 2012, to stockholders of record as of the close of business on May 15, 2012. On August 2, 2012, our Board of Directors declared a quarterly dividend of $0.02 per common share, payable on August 31, 2012, to stockholders of record as of the close of business on August 15, 2012. Future declarations of quarterly dividends are subject to approval of the Board of Directors and may be adjusted as business needs or market conditions change.
On August 3, 2011, our Board of Directors authorized the purchase of up to 0.5 million shares of the Companys common stock in open market or privately negotiated transactions. The repurchase plan expires in August 2013. To date, we have repurchased 0.3 million shares pursuant to this repurchase program. There can be no assurance that any additional share purchases will be made. The number of shares actually purchased will depend on various factors, including limitations imposed by the Companys debt instruments, the price of our common stock, overall market and business conditions and managements assessment of competing alternatives for capital deployment.
37
Net cash used by operating activities for the first six months of 2012 was $2.6 million as compared to $14.7 million for the first six months of 2011. This $12.1 million decrease in cash used to fund operating activities for the first six months of 2012, as compared to the first six months of 2011, was primarily a result of the impact of changes in working capital items and, to a lesser degree, reflects higher levels of net income. Changes in operating assets and liabilities accounted for a decrease of $7.8 million in cash used in operating activities for the first six months of 2012 as compared to the same period in 2011. Changes in operating cash flows used to fund inventories accounted for a $12.2 million decrease for the first six months of 2012, as compared to the same period last year. This decrease was, in large part, the result of reduced company-wide inventory levels in a number of product categories brought about by way of consolidating our former major Toronto-based distribution center into our Pleasant Prairie, WI distribution center. This consolidation of distribution centers allowed us to reduce company-wide stock levels of certain products. Additionally, the reduction reflects a rationalization and consolidation of a number of consumer products acquired by way of the 2011 Acquisitions and, to a lesser degree, the impact of overall lower copper prices in the 2012 period as compared to the same period in 2011. Changes in operating cash flows used to fund accounts receivable accounted for an $11.1 million decrease for the first six months of 2012, as compared to the same period last year, with the decrease reflecting mainly timing of payments relative to our Retail Distribution business, lower overall copper prices, and lower year-over-year June sales. Changes in operating cash flows used to fund accounts payable accounted for a $15.1 million increase for the first six months of 2012, as compared to the same period last year, with the increase due, in part, to the impact of timing of payments and, to a lesser degree, improved processing efficiencies.
Net cash used in investing activities for the first six months of 2012 and 2011 was $56.0 million and $63.7 million, respectively. Most notably, net cash used in investing activities includes $32.8 million and $58.7 million used to fund acquisitions in the first half of 2012 and 2011, respectively. In addition, net cash used in investing activity includes $23.1 million and $5.1 million in the first half of 2012 and 2011, respectively, for capital expenditures. The significant increase in capital spending for 2012 compared to 2011 reflects, in part, $6.5 million expended in January 2012 to acquire three of our previously leased manufacturing facilities. In addition, we have undertaken a number of individual projects across our major manufacturing plants designed to improve our manufacturing efficiencies, lower our costs and expand our manufacturing capacity and capabilities. We expect our 2012 capital expenditures to total between $35.0 million and $40.0 million, as compared to $15.0 million for the full-year 2011.
Net cash provided by financing activities for the first six months of 2012 and 2011 was $54.2 million and $50.4 million, respectively, primarily reflecting the utilization of borrowings from our Revolving Credit Facility to fund the above-noted business acquisitions, capital expenditures and working capital needs.
Cautionary Note Regarding Forward-Looking Statements
Various statements contained in this report, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. These statements may be identified by the use of forward-looking terminology such as anticipate, believe, continue, could, estimate, expect, intend, may, might, plan, potential, predict, should, or the negative thereof or other variations thereon or comparable terminology. In particular, statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance contained in this report, including certain statements contained in Managements Discussion and Analysis of Financial Condition and Results of Operations, are forward-looking statements.
We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed under Item 1A. Risk Factors, and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (available at www.sec.gov), may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements.
Some of the key factors that could cause actual results to differ from our expectations include:
| fluctuations in the supply or price of copper and other raw materials; |
| increased competition from other wire and cable manufacturers, including foreign manufacturers; |
| pricing pressures causing margins to decrease; |
| our dependence on indebtedness and our ability to satisfy our debt obligations; |
| failure to identify, finance or integrate acquisitions; |
| product liability claims and litigation resulting from the design or manufacture of our products; |
| advancements in wireless technology; |
| impairment charges related to our goodwill and long-lived assets; |
38
| restructuring charges; |
| changes in the cost of labor or raw materials, including copper, PVC and fuel; |
| disruption in the importation of raw materials and products from foreign-based suppliers; |
| our ability to maintain substantial levels of inventory; |
| increase in exposure to political and economic development crises, instability, terrorism, civil strife, expropriation, and other risks of doing business in foreign markets; |
| changes in tax legislation relating to our Honduras subsidiary; and |
| other risks and uncertainties, including those described under Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011. |
In addition, any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our estimates change and, therefore, you should not rely on these forward-looking statements as representing our views as of any date subsequent to today.
ITEM 3. | Quantitative and Qualitative Disclosures about Market Risk |
Our principal market risks are exposure to changes in commodity prices, primarily copper prices, interest rates on borrowings, and exchange rate risk relative to our operations in Canada.
Commodity Risk. Certain raw materials used in our products are subject to price volatility, most notably copper, which is the primary raw material used in our products. The price of copper is particularly volatile and can affect our net sales and profitability. We purchase copper at prevailing market prices and, through multiple pricing strategies, generally attempt to pass along to our customers changes in the price of copper and other raw materials. From time-to-time, we enter into derivative contracts, including copper futures contracts, to mitigate the potential impact of fluctuations in the price of copper on our pricing terms with certain customers. We do not speculate on copper prices. All of our copper futures contracts are tied to the COMEX copper market index and the value of our futures contracts varies directly with underlying changes in the related COMEX copper futures prices. We record these derivative contracts at fair value on our consolidated balance sheet as either an asset or liability. At June 30, 2012, we had contracts with a net aggregate fair value of negative $0.1 million, consisting of contracts to purchase 0.2 million and sell 0.6 million pounds of copper in September 2012. A hypothetical adverse movement of 10% in the price of copper at June 30, 2012, with all other variables held constant, would have resulted in an aggregate loss in the fair value of our commodity futures contracts of approximately $0.2 million as of June 30, 2012.
Interest Rate Risk. We have exposure to changes in interest rates on a portion of our debt obligations. As of June 30, 2012, approximately 24% of our debt was variable rate, primarily our borrowings under our Revolving Credit Facility for which interest costs are based on either the lenders prime rate or a LIBOR-based rate. Based on the amount of our variable rate borrowings at June 30, 2012, which totaled approximately $84.3 million, an immediate one percentage point change in LIBOR would change our annual interest expense by approximately $0.8 million. This estimate assumes that the amount of variable rate borrowings remains constant for an annual period and that the interest rate change occurs at the beginning of the period.
Foreign Currency Exchange Rate Risk. We have exposure to changes in foreign currency exchange rates related to our Canadian operations. Currently, we do not manage our foreign currency exchange rate risk using any financial or derivative instruments, such as foreign currency forward contracts or hedging activities. In the second quarter of 2012, we recorded an aggregate pre-tax gain of approximately $0.1 million related to exchange rate fluctuations between the U.S. dollar and Canadian dollar.
ITEM 4. | Controls and Procedures |
Our management, including our Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), as of June 30, 2012. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.
There were no changes in our internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(d) and 15d-15(f)) during the quarter ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
39
ITEM 1. | Legal Proceedings |
We are involved in legal proceedings and litigation arising in the ordinary course of business. In those cases in which we are the defendant, plaintiffs may seek to recover large and sometimes unspecified amounts or other types of relief and some matters may remain unresolved for several years. We believe that none of the litigation that we now face, individually or in the aggregate, will have a material effect on our consolidated financial position, cash flow or results of operations. We maintain insurance coverage for litigation that arises in the ordinary course of our business and believe such coverage is adequate.
ITEM 1A.1 | Risk Factors |
In addition to the other information set forth in this Quarterly Report on Form 10-Q, the reader should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in our annual Report on Form 10-K for the fiscal year ended December 31, 2011. There have been no material changes in our risk factors from those disclosed in Part I, Item 1A, of the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2011.
ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
Below are the repurchases of common stock by the Company or any affiliated purchaser (as defined in Rule 10b-18(a) (3) under the Exchange Act) for the six months ended June 30, 2012:
Six Months Ended June 30, 2012 |
Total number of shares purchased (1) |
Average price paid per share |
Total number of shares purchased as part of publicly announced plans or programs |
Maximum number of shares that may yet be purchased under the plans or programs |
||||||||||||
January 1 January 31 |
| $ | | | ||||||||||||
February 1 February 29 |
| | | |||||||||||||
March 1 March 31 |
9,092 | 10.81 | | |||||||||||||
April 1 April 30 |
| | | |||||||||||||
May 1 May 31 |
| | | |||||||||||||
June 1 June 30 |
23,100 | 8.56 | 23,100 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total |
32,192 | $ | 9.17 | 23,100 | 165,229 |
(1) | The Company purchased all of the 9,092 shares between March 1, 2012 and March 31, 2012 from an employee of the Company that were withheld to satisfy the tax withholding obligation due upon vesting of a performance stock award. |
ITEM 6. | Exhibits |
See Index to Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
COLEMAN CABLE, INC. | ||||
(Registrant) | ||||
Date: August 6, 2012 | By | /s/ G. Gary Yetman | ||
| ||||
Chief Executive Officer and President | ||||
Date: August 6, 2012 | By | /s/ Richard N. Burger | ||
| ||||
Chief Financial Officer, Executive | ||||
Vice President, Secretary and Treasurer |
40
Item No. |
Description | |
3.1 | Certificate of Incorporation of Coleman Cable, Inc., as filed with the Delaware Secretary of State on October 10, 2006, incorporated herein by reference to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006. | |
3.2 | Amended and Restated By-Laws of Coleman Cable, Inc., incorporated herein by reference to our Current Report on Form 8-K as filed on May 5, 2010. | |
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101 | Financial statements from the quarterly report on Form 10-Q of the Company for the quarter ended June 30, 2012, filed on August 6, 2012, formatted in XBRL: (i) the Condensed Consolidated Statements of Income; (ii) the Condensed Consolidated Statements of Comprehensive Income; (iii) the Condensed Consolidated Balance Sheets; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Notes to Condensed Consolidated Financial Statements furnished herewith. |
* | Denotes management contract or compensatory plan or arrangement. |
41
Exhibit 31.1
Certification
I, G. Gary Yetman, certify that:
1. I have reviewed this report on Form 10-Q of Coleman Cable, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):
a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 6, 2012 | /s/ G. Gary Yetman | |
Chief Executive Officer and President |
Exhibit 31.2
Certification
I, Richard N. Burger, certify that:
1. I have reviewed this report on Form 10-Q of Coleman Cable, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):
a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 6, 2012 | /s/ Richard N. Burger | |
Chief Financial Officer, Executive | ||
Vice President, Secretary and Treasurer |
Exhibit 32.1
The following statement is being made to the Securities and Exchange Commission solely for purposes of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), which carries with it certain criminal penalties in the event of a knowing or willful misrepresentation.
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: | Coleman Cable, Inc. |
Ladies and Gentlemen:
In accordance with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), each of the undersigned hereby certifies that:
(i) this Quarterly Report on Form 10-Q, for the period ended June 30, 2012, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(ii) the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of Coleman Cable, Inc.
Dated as of this 6th day of August 2012.
/s/ G. Gary Yetman |
/s/ Richard N. Burger | |
G. Gary Yetman | Richard N. Burger | |
Chief Executive Officer and President | Chief Financial Officer, Executive | |
Vice President, Secretary and Treasurer |
ACQUISITIONS - Additional Information (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
3 Months Ended | 6 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Jun. 30, 2012
|
Jun. 30, 2011
|
Mar. 31, 2012
|
May 31, 2012
Subsidiaries
|
Jun. 30, 2011
Second Quarter 2011 Acquisition
Entity
|
Jun. 30, 2011
Technology Research Corporation
|
May 16, 2011
Technology Research Corporation
|
Dec. 31, 2011
Watteredge
|
Jun. 30, 2012
Watteredge
|
May 31, 2012
Watteredge
|
Mar. 31, 2011
Designers Edge
|
Apr. 29, 2011
First Capitol Wire Cable and Continental Wire Cable
|
|
Business Acquisition [Line Items] | ||||||||||||||
Ownership percentage | 100.00% | |||||||||||||
Sales of acquired entity | $ 25,000 | |||||||||||||
Net assets acquired | 51,510 | 33,674 | 10,092 | 7,298 | ||||||||||
Business acquisition, preliminary purchase price | 35,000 | |||||||||||||
Working capital adjustments | 1,326 | |||||||||||||
Number of business combination transactions completed | 3 | |||||||||||||
Business combination aggregate consideration | 68,900 | |||||||||||||
Previous ownership interest consideration | 2,331 | |||||||||||||
Ownership interests acquired | 100.00% | |||||||||||||
Right to receive per share value in cash | $ 7.20 | |||||||||||||
Equity interest in prior to acquisition | 4.80% | |||||||||||||
Acquisition-related costs | 364 | 1,677 | 366 | 2,578 | ||||||||||
Reduction in Goodwill amount | 833 | |||||||||||||
Goodwill deductible for Income Taxes purpose | $ 16,197 | $ 16,197 | $ 10,664 |
Earnings Per Share - Additional Information (Detail)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Jun. 30, 2012
|
Jun. 30, 2011
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Options excluded from computation of earnings per share | 771 | 774 | 771 | 774 |
Debt (Parenthetical) (Detail) (2018 Senior Notes, USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2012
|
Dec. 31, 2011
|
---|---|---|
2018 Senior Notes
|
||
Debt Instrument [Line Items] | ||
Senior Notes, due date | 2018 | 2018 |
Senior Notes, unamortized discount | $ 2,510 | $ 2,735 |
Shareholders' Equity - Additional Information (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
1 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | |||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
May 01, 2012
|
Aug. 03, 2011
|
Jun. 30, 2012
|
Jun. 30, 2011
|
Mar. 31, 2010
|
Jun. 30, 2012
|
Jun. 30, 2011
|
Mar. 31, 2010
Performance Shares
|
Jul. 07, 2011
Performance Shares
|
Jul. 07, 2011
Settled in Cash
Performance Shares
|
Mar. 31, 2010
Settled in Cash
Performance Shares
|
May 01, 2012
First Quarter
|
Aug. 02, 2012
Second Quarter
Subsequent Event
|
Mar. 31, 2010
Maximum
Performance Shares
|
Jan. 31, 2011
Board of Directors
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Stock compensation expense (income) | $ 114 | $ 2,342 | $ 712 | $ 3,519 | |||||||||||
Number of performance shares granted | 55 | 517 | 258 | 55 | |||||||||||
Estimated aggregate fair value | 2,437 | 500 | |||||||||||||
Percentage of shares vesting on first anniversary | 33.33% | ||||||||||||||
Percentage of shares vesting on second anniversary | 33.33% | ||||||||||||||
Percentage of shares vesting on third anniversary | 33.33% | ||||||||||||||
Period during which common stock should attain three separate incrementally increasing stock price goals | 10 years | 10 years | |||||||||||||
Number of incrementally increasing stock price goals | 3 | ||||||||||||||
Percentage of average stock price on the grant date | 350.00% | 350.00% | |||||||||||||
Stock issued during period | 117 | ||||||||||||||
Stock issued during period | 58 | ||||||||||||||
Assumption of volatility rate | 87.90% | ||||||||||||||
Assumed risk-free rate | 1.24% | ||||||||||||||
Estimated service period | 329 days | ||||||||||||||
Shares authorized to be purchased | 500 | ||||||||||||||
Repurchase plan expiration date | 2013-08 | ||||||||||||||
Share purchased pursuant to repurchase program | 352 | ||||||||||||||
Shares repurchased | 23 | 32 | |||||||||||||
Aggregate value of shares repurchased | 199 | 297 | |||||||||||||
Quarterly dividend declared | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | |||||||||||
Dividend Payable date | May 30, 2012 | Aug. 31, 2012 | |||||||||||||
Record date dividend | May 15, 2012 | Aug. 15, 2012 | |||||||||||||
Dividend paid | $ 352 | $ 352 |
Accrued Liabilities (Detail) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2012
|
Dec. 31, 2011
|
---|---|---|
Schedule of Accrued Liabilities [Line Items] | ||
Salaries, wages and employee benefits | $ 7,690 | $ 8,825 |
Sales incentives | 7,280 | 10,460 |
Interest | 9,466 | 9,382 |
Other | 7,735 | 7,095 |
Total | $ 32,171 | $ 35,762 |
SHAREHOLDERS' EQUITY (Tables)
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2012
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Changes in Stock Options | Changes in stock options were as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Changes in Nonvested Shares | Changes in nonvested shares for the first half of 2012 were as follows:
|
Changes in Nonvested Shares (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
6 Months Ended |
---|---|
Jun. 30, 2012
|
|
Shares | |
Nonvested at January 1, 2012 | 682 |
Granted | 55 |
Vested | (179) |
Forfeited | |
Nonvested at June 30, 2012 | 558 |
Weighted-Average Grant-Date Fair Value | |
Nonvested at January 1, 2012 | $ 4.28 |
Granted | $ 9.06 |
Vested | $ 4.16 |
Forfeited | |
Nonvested at June 30, 2012 | $ 4.79 |
BUSINESS SEGMENT INFORMATION
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2012
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BUSINESS SEGMENT INFORMATION | 17. BUSINESS SEGMENT INFORMATION We have three reportable segments: (1) Distribution, (2) Original Equipment Manufacturers (“OEM”) and (3) Engineered Solutions (formerly “Other”). The Distribution segment serves our customers in distribution businesses, who are resellers of our products, while our OEM segment serves our OEM customers, who generally purchase more tailored products from us, which are used as inputs into subassemblies of manufactured finished goods. The Engineered Solutions segment, which was formerly reported as “Other,” contains that portion of TRC’s legacy business that has not been integrated into our Distribution segment, primarily TRC’s military and specialty vehicle business, as well as our Watteredge business, which was acquired in May 2012. The Other segment was re-labeled as our Engineered Solutions segment as a result of our having acquired Watteredge in May 2012 and management’s concurrent decision to report internally the collective operations of Watteredge and the non-integrated components of TRC. Therefore, the Engineered Solutions segment reflects the aggregation of immaterial other operating segments which produce highly engineered, customized product lines. Financial data for the Company’s reportable segments is as follows:
The net sales and operating income amounts for 2011 as set forth in the above table reflect an immaterial restatement to account for a change made in the fourth quarter of 2011 to integrate a portion of TRC’s business into our Distribution Segment. Distribution, OEM and, in certain cases, our Engineered Solutions segment, share common production processes, and manufacturing and distribution capacity. Accordingly, we do not identify all of our net assets to those segments. Thus, we do not report capital expenditures at the segment level. Additionally, depreciation expense is not allocated to those segments, but is included in manufacturing overhead cost pools and is absorbed into product cost (and inventory) as each product passes through our manufacturing work centers. Accordingly, as products are sold across those segments, it is impracticable to determine the amount of depreciation expense included in the operating results of each segment. Segment operating income represents income from continuing operations before interest income or expense, other income or expense, and income taxes. Corporate consists of items not charged or allocated to the segments, including costs for employee relocation, discretionary bonuses, professional fees, restructuring expenses, asset impairments, and intangible amortization. |
Nine Percent Senior Notes Due Twenty Eighteen (Detail) (USD $)
In Thousands, unless otherwise specified |
6 Months Ended |
---|---|
Jun. 30, 2012
|
|
Debt Instrument [Line Items] | |
Face Value | $ 275,000 |
Fair Value (Level 1) | $ 285,313 |
Interest Rate | 9.00% |
Interest payment term | Semi-Annually |
Maturity Date | Feb. 15, 2018 |
Guarantee | Jointly and severally guaranteed fully and unconditionally by our 100% owned subsidiaries, CCI International, Inc., Patco and TRC |
Semi Annual Payment, First Payment
|
|
Debt Instrument [Line Items] | |
Interest payment date | --02-15 |
Semi Annual Payment, Second Payment
|
|
Debt Instrument [Line Items] | |
Interest payment date | --08-15 |
Unaudited Selected Pro Forma Financial Information (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended |
---|---|---|
Jun. 30, 2011
|
Jun. 30, 2011
|
|
Business Acquisition, Pro Forma Information [Line Items] | ||
Net sales | $ 223,856 | $ 438,795 |
Net income | $ 2,172 | $ 9,010 |
BUSINESS SEGMENT INFORMATION (Tables)
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2012
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Data for Reportable Segments | Financial data for the Company’s reportable segments is as follows:
|
Optional Redemption (Parenthetical) (Detail)
|
Jun. 30, 2012
|
---|---|
Debt Instrument [Line Items] | |
Redemption price percent | 109.00% |
Senior note earliest redemption date | Feb. 15, 2013 |
Maximum
|
|
Debt Instrument [Line Items] | |
Percentage of principal amount redeemable | 35.00% |
Business Segment Information - Additional Information (Detail)
|
6 Months Ended |
---|---|
Jun. 30, 2012
Segment
|
|
Segment Reporting Information [Line Items] | |
Number of segments | 3 |
Derivatives Not Accounted As Hedges Under Accounting Rules (Detail) (Copper Commodity Contract, Not Designated as Hedging Instrument, Cost of Sales, USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Jun. 30, 2012
|
Jun. 30, 2011
|
|
Copper Commodity Contract | Not Designated as Hedging Instrument | Cost of Sales
|
||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) Recognized in Income | $ 71 | $ 45 | $ 24 | $ 307 |
Debt (Detail) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2012
|
Dec. 31, 2011
|
---|---|---|
Debt Instrument [Line Items] | ||
Capital lease obligations | $ 754 | $ 836 |
Long-term Debt | 357,548 | 303,101 |
Less current portion | (167) | (166) |
Long-term debt | 357,381 | 302,935 |
Revolving Credit Facility
|
||
Debt Instrument [Line Items] | ||
Revolving Credit Facility | 84,305 | 30,000 |
2018 Senior Notes
|
||
Debt Instrument [Line Items] | ||
Senior Notes due 2018, including unamortized discount of $2,510 and $2,735, respectively | $ 272,489 | $ 272,265 |
BASIS OF PRESENTATION
|
6 Months Ended |
---|---|
Jun. 30, 2012
|
|
BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION The accompanying condensed consolidated financial statements include Coleman Cable, Inc. and all of its subsidiaries (the “Company,” “Coleman,” “we,” “us,” or “our”). The condensed consolidated financial statements included herein are unaudited. The preparation of the condensed consolidated financial statements is in conformity with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules or regulations. The condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation in conformity with U.S. GAAP. All amounts are in thousands, unless otherwise indicated. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2011. The results of operations for the interim periods should not be considered indicative of results to be expected for the full year. |
Effective Tax Rate (Detail)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Jun. 30, 2012
|
Jun. 30, 2011
|
|
Income Taxes [Line Items] | ||||
Effective Tax Rate | 33.80% | 29.80% | 34.00% | 31.30% |