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 March 31, 2013
¨ | 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 May 6, 2013: 17,387,378
2
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Thousands, except per share data)
(unaudited)
Three Months Ended March 31, |
||||||||
2013 | 2012 | |||||||
NET SALES |
$ | 222,513 | $ | 220,491 | ||||
COST OF GOODS SOLD |
188,215 | 189,821 | ||||||
|
|
|
|
|||||
GROSS PROFIT |
34,298 | 30,670 | ||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
17,496 | 15,730 | ||||||
INTANGIBLE ASSET AMORTIZATION |
2,185 | 1,824 | ||||||
RESTRUCTURING CHARGES |
218 | 333 | ||||||
|
|
|
|
|||||
OPERATING INCOME |
14,399 | 12,783 | ||||||
INTEREST EXPENSE |
6,926 | 7,022 | ||||||
OTHER (INCOME) LOSS |
(108 | ) | 74 | |||||
|
|
|
|
|||||
INCOME BEFORE INCOME TAXES |
7,581 | 5,687 | ||||||
INCOME TAX EXPENSE |
2,330 | 1,960 | ||||||
|
|
|
|
|||||
NET INCOME |
$ | 5,251 | $ | 3,727 | ||||
|
|
|
|
|||||
EARNINGS PER COMMON SHARE DATA |
||||||||
NET INCOME PER SHARE: |
||||||||
Basic |
$ | 0.31 | $ | 0.22 | ||||
Diluted |
0.30 | 0.21 | ||||||
DIVIDENDS DECLARED PER COMMOM SHARE |
$ | 0.02 | | |||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING |
||||||||
Basic |
17,093 | 17,072 | ||||||
Diluted |
17,340 | 17,320 |
See notes to condensed consolidated financial statements.
3
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Thousands)
(unaudited)
Three Months Ended March 31, |
||||||||
2013 | 2012 | |||||||
NET INCOME |
$ | 5,251 | $ | 3,727 | ||||
|
|
|
|
|||||
OTHER COMPREHENSIVE INCOME |
||||||||
Foreign currency translation adjustments, net of tax of $(78) and $67, respectively |
(216 | ) | 187 | |||||
Pension adjustments, net of tax of $(1) and $, respectively |
(2 | ) | | |||||
|
|
|
|
|||||
OTHER COMPREHENSIVE (LOSS) INCOME |
(218 | ) | 187 | |||||
|
|
|
|
|||||
COMPREHENSIVE INCOME |
$ | 5,033 | $ | 3,914 | ||||
|
|
|
|
See notes to condensed consolidated financial statements.
4
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Thousands, except per share data)
(unaudited)
March 31, 2013 |
December 31, 2012 |
|||||||
ASSETS |
||||||||
CURRENT ASSETS: |
||||||||
Cash and cash equivalents |
$ | 3,501 | $ | 9,562 | ||||
Accounts receivable, net of allowances of $3,100 and $3,046, respectively |
126,344 | 125,982 | ||||||
Inventories |
116,399 | 112,590 | ||||||
Deferred income taxes |
4,514 | 4,271 | ||||||
Assets held for sale |
1,072 | 1,074 | ||||||
Prepaid expenses and other current assets |
4,302 | 4,071 | ||||||
|
|
|
|
|||||
Total current assets |
256,132 | 257,550 | ||||||
|
|
|
|
|||||
PROPERTY, PLANT AND EQUIPMENT, NET |
78,064 | 78,914 | ||||||
GOODWILL |
66,500 | 66,535 | ||||||
INTANGIBLE ASSETS, NET |
35,230 | 37,417 | ||||||
DEFERRED INCOME TAXES |
424 | 329 | ||||||
OTHER ASSETS |
8,950 | 8,595 | ||||||
|
|
|
|
|||||
TOTAL ASSETS |
$ | 445,300 | $ | 449,340 | ||||
|
|
|
|
|||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
CURRENT LIABILITIES: |
||||||||
Current portion of long-term debt |
$ | 35,571 | $ | 35,566 | ||||
Accounts payable |
26,343 | 25,748 | ||||||
Accrued liabilities |
27,924 | 38,208 | ||||||
|
|
|
|
|||||
Total current liabilities |
89,838 | 99,522 | ||||||
|
|
|
|
|||||
LONG-TERM DEBT |
287,919 | 288,273 | ||||||
OTHER LONG-TERM LIABILITIES |
4,336 | 3,693 | ||||||
DEFERRED INCOME TAXES |
6,841 | 6,687 | ||||||
COMMITMENTS AND CONTINGENCIES |
||||||||
SHAREHOLDERS EQUITY: |
||||||||
Common stock, par value $0.001; 75,000 authorized; 17,119 and 16,998 issued and outstanding on March 31, 2013 and December 31, 2012, respectively |
17 | 17 | ||||||
Treasury stock, at cost: 443 shares |
(3,918 | ) | (3,918 | ) | ||||
Additional paid-in capital |
94,992 | 94,470 | ||||||
Accumulated deficit |
(34,474 | ) | (39,371 | ) | ||||
Accumulated other comprehensive (loss) |
(251 | ) | (33 | ) | ||||
|
|
|
|
|||||
Total shareholders equity |
56,366 | 51,165 | ||||||
|
|
|
|
|||||
TOTAL LIABILITIES AND EQUITY |
$ | 445,300 | $ | 449,340 | ||||
|
|
|
|
See notes to condensed consolidated financial statements.
5
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands)
(unaudited)
Three Months Ended March 31, | ||||||||
2013 | 2012 | |||||||
CASH FLOW FROM OPERATING ACTIVITIES: |
||||||||
Net income |
$ | 5,251 | $ | 3,727 | ||||
Adjustments to reconcile net income to net cash flow from operating activities: |
||||||||
Depreciation and amortization |
6,165 | 5,742 | ||||||
Stock-based compensation |
1,606 | 598 | ||||||
Foreign currency transaction (gain) loss |
(137 | ) | 74 | |||||
Deferred taxes |
(108 | ) | 554 | |||||
Excess tax benefits from stock-based compensation |
(234 | ) | (651 | ) | ||||
Loss (gain) on disposal of fixed assets |
9 | (28 | ) | |||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
(203 | ) | (6,266 | ) | ||||
Inventories |
(3,809 | ) | (13,462 | ) | ||||
Prepaid expenses and other assets |
(231 | ) | 216 | |||||
Accounts payable |
781 | 1,019 | ||||||
Accrued liabilities |
(11,590 | ) | (12,529 | ) | ||||
|
|
|
|
|||||
Net cash flow from operating activities |
(2,500 | ) | (21,006 | ) | ||||
|
|
|
|
|||||
CASH FLOW FROM INVESTING ACTIVITIES: |
||||||||
Capital expenditures |
(2,804 | ) | (15,242 | ) | ||||
Proceeds from sale of fixed assets |
| 20 | ||||||
|
|
|
|
|||||
Net cash flow from investing activities |
(2,804 | ) | (15,222 | ) | ||||
|
|
|
|
|||||
CASH FLOW FROM FINANCING ACTIVITIES: |
||||||||
Borrowing under revolving loan facility |
47,597 | 130,612 | ||||||
Repayments under revolving loan facility |
(48,027 | ) | (98,775 | ) | ||||
Treasury stock purchases |
| (98 | ) | |||||
Excess tax benefits from stock-based compensation |
234 | 651 | ||||||
Repayment of long-term debt |
(51 | ) | (41 | ) | ||||
Payment of cash dividends |
(354 | ) | | |||||
Proceeds from option exercises |
146 | | ||||||
|
|
|
|
|||||
Net cash flow from financing activities |
(455 | ) | 32,349 | |||||
|
|
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents |
(302 | ) | 213 | |||||
DECREASE IN CASH AND CASH EQUIVALENTS |
(6,061 | ) | (3,666 | ) | ||||
CASH AND CASH EQUIVALENTS Beginning of period |
9,562 | 9,746 | ||||||
|
|
|
|
|||||
CASH AND CASH EQUIVALENTS End of period |
$ | 3,501 | $ | 6,080 | ||||
|
|
|
|
|||||
NONCASH ACTIVITY |
||||||||
Unpaid capital expenditures |
133 | 230 | ||||||
SUPPLEMENTAL CASH FLOW INFORMATION |
||||||||
Income taxes paid, net |
1,759 | 12 | ||||||
Cash interest paid |
12,779 | 12,766 |
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, 2012 |
16,939 | $ | 17 | $ | (2,789 | ) | $ | 92,871 | $ | (61,819 | ) | $ | (185 | ) | $ | 28,095 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Stock awards |
179 | | | | | | | |||||||||||||||||||||
Stock options exercised |
| | | | | | | |||||||||||||||||||||
Treasury shares repurchased |
(9 | ) | (98 | ) | (98 | ) | ||||||||||||||||||||||
Comprehensive income |
| | | | | 187 | 187 | |||||||||||||||||||||
Net income |
3,727 | 3,727 | ||||||||||||||||||||||||||
Stock-based compensation |
| | | 980 | | | 980 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
BALANCE March 31, 2012 |
17,109 | $ | 17 | $ | (2,887 | ) | $ | 93,851 | $ | (58,092 | ) | $ | 2 | $ | 32,891 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
BALANCE January 1, 2013 |
16,998 | $ | 17 | $ | (3,918 | ) | $ | 94,470 | $ | (39,371 | ) | $ | (33 | ) | $ | 51,165 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Stock awards |
94 | | | | | | | |||||||||||||||||||||
Stock options exercised |
27 | | | 146 | | | 146 | |||||||||||||||||||||
Treasury shares repurchased |
| | | | | | ||||||||||||||||||||||
Comprehensive income |
| | | | | (218 | ) | (218 | ) | |||||||||||||||||||
Net income |
5,251 | 5,251 | ||||||||||||||||||||||||||
Cash dividends $0.02 per share |
(354 | ) | (354 | ) | ||||||||||||||||||||||||
Stock-based compensation |
| | | 376 | | | 376 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
BALANCE March 31, 2013 |
17,119 | $ | 17 | $ | (3,918 | ) | $ | 94,992 | $ | (34,474 | ) | $ | (251 | ) | $ | 56,366 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 generally accepted accounting principles (U.S. 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, 2012. 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. 2013-02 Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU No. 2013 -02)
ASU No. 2013-02 requires entities to disclose additional information about reclassification adjustments, including changes in Accumulated Other Comprehensive Income (AOCI) and significant items reclassified out of AOCI. The new disclosure requirements do not amend any existing requirements for reporting net income or Other Comprehensive Income (OCI). An entity is required to disaggregate the total change of each component of OCI and separately present (1) reclassification adjustments and (2) current-period OCI. Additionally, the amendments require an entity to present information about significant items reclassified out of AOCI by component either (1) on the face of the statement where net income is presented or (2) as a separate disclosure in the notes to the financial statements. The ASU does not change the current requirements for interim financial statement reporting or comprehensive income. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2012. The Company adopted this provision during the first quarter ended March 31, 2013 and it did not have material impact on the Companys results of operations, financial position and cash flows.
Accounting Standards Update No. 2012-04 Technical Corrections and Improvements (ASU No. 2012 -04)
ASU No. 2012-04 contains amendments to clarify the Accounting Standards Codification (ASC), correct unintended application of guidance, or make minor improvements to the ASC that are not expected to have a significant effect on current accounting practice or create significant administrative cost to most entities. Additionally, the amendments are intended to make the ASC easier to understand and the fair value measurement guidance easier to apply by eliminating inconsistencies and providing needed clarifications. The amendments that do not have transition guidance were effective upon issuance. The amendments that are subject to the transition guidance are effective for fiscal periods beginning after December 15, 2012. The Company adopted these amendments during the first quarter ended March 31, 2013 and they did not have a material 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)
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 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 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 adopted the provisions in ASU No. 2011-11 and the clarifying amendments included in ASU 2013-01 during the first quarter ended March 31, 2013 and they did not have a material impact on the Companys results of operations, financial position and cash flows.
8
3. ACQUISITIONS
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., (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. Coleman retained WEs workforce and has continued all of WEs production at its current manufacturing plant in Avon Lake, Ohio. We believe the acquisition of WE strengthens and provides for greater diversification of our overall portfolio.
The acquisition of the assets of WE was structured as an all-cash transaction valued at approximately $33,922 (equal to a $35,000 preliminary purchase price adjusted by a $1,078 working capital adjustment). The transaction was funded with proceeds from Colemans existing credit facility. WE has been included as a component of our Engineered Solutions segment reported herein.
Purchase Price Allocations
WE was accounted for under the purchase method of accounting. Accordingly, we have allocated the purchase price to the net assets acquired based on the related estimated fair values at the acquisition date. The expected long-term growth, increased market position and expected synergies to be generated from the acquisition are the primary factors which gave rise to acquisition price for WE, which resulted in the recognition of goodwill.
The purchase price allocation for WE was finalized during the third quarter of 2012.
The table below summarizes the final allocations of purchase price related to WE.
WE | ||||
Accounts receivable |
2,720 | |||
Inventories |
2,249 | |||
Prepaid expenses and other current assets |
59 | |||
Property, plant and equipment |
3,363 | |||
Deferred income tax asset |
170 | |||
Intangible assets |
17,020 | |||
Goodwill |
10,742 | |||
Total assets acquired |
36,323 | |||
Current liabilities |
(2,401 | ) | ||
Total liabilities assumed |
(2,401 | ) | ||
|
|
|||
Net assets acquired |
33,922 |
All goodwill is deductible for income tax purposes attributable to WE and is allocated to our Engineered Solutions segment.
Weighted-Average Amortization Period |
WE | |||||||
Customer relationships |
6 | $ | 9,000 | |||||
Trademarks and trade names |
6 | 6,600 | ||||||
Developed technology |
3 | 970 | ||||||
Backlog |
1 | 450 | ||||||
|
|
|||||||
Total intangible assets |
$ | 17,020 | ||||||
|
|
9
Unaudited Selected Pro Forma Financial Information
The following unaudited pro forma financial information summarizes our estimate of combined results of operations assuming that the WE business combination had taken place on January 1, 2011. The unaudited pro forma combined results of operations were prepared using historical financial information of WE, and we make no representation with respect to the accuracy of such information.
Three Months Ended March 31, | ||||
2012 | ||||
Net sales |
$ | 226,758 | ||
Net income |
4,068 |
4. RESTRUCTURING ACTIVITIES
We incurred restructuring costs of $218 and $333 during the first quarter of 2013 and 2012, respectively. The majority of these charges related to severance and other closing costs most of which were incurred at facilities closed in prior years.
Our restructuring reserve was $1,148 as of March 31, 2013, recorded within accrued liabilities and other long-term liabilities, which represents our estimate of the remaining liability existing relative to a closed property under lease and which is equal to our remaining obligation under such lease reduced by estimated sublease rental income reasonably expected for the properties. 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 Holding Costs |
Severance & Other Closing Costs |
Total | ||||||||||
BALANCE December 31, 2012 |
$ | 1,200 | $ | 45 | $ | 1,245 | ||||||
Provision |
16 | 202 | 218 | |||||||||
Cash payments |
(68 | ) | (247 | ) | (315 | ) | ||||||
|
|
|
|
|
|
|||||||
BALANCE March 31, 2013 |
$ | 1,148 | $ | | $ | 1,148 | ||||||
|
|
|
|
|
|
5. INVENTORIES
Inventories consisted of the following:
March 31, 2013 |
December 31, 2012 |
|||||||
FIFO cost: |
||||||||
Raw materials |
$ | 48,763 | $ | 44,874 | ||||
Work in progress |
5,557 | 3,391 | ||||||
Finished products |
62,079 | 64,325 | ||||||
|
|
|
|
|||||
Total |
$ | 116,399 | $ | 112,590 | ||||
|
|
|
|
10
6. ACCRUED LIABILITIES
Accrued liabilities consisted of the following:
March 31, 2013 |
December 31, 2012 |
|||||||
Salaries, wages and employee benefits |
$ | 8,220 | $ | 9,597 | ||||
Sales incentives |
5,811 | 10,694 | ||||||
Interest |
3,216 | 9,427 | ||||||
Other |
10,677 | 8,490 | ||||||
|
|
|
|
|||||
Total |
$ | 27,924 | $ | 38,208 | ||||
|
|
|
|
7. DEBT
March 31, 2013 |
December 31, 2012 |
|||||||
Revolving Credit Facility expiring October 2016 |
$ | 50,000 | $ | 50,430 | ||||
9% Senior Notes due February 2018, including unamortized discount of $2,173 and $2,286, respectively |
272,827 | 272,714 | ||||||
Capital lease obligations |
663 | 695 | ||||||
|
|
|
|
|||||
323,490 | 323,839 | |||||||
Less current portion |
(35,571 | ) | (35,566 | ) | ||||
|
|
|
|
|||||
Long-term debt |
$ | 287,919 | $ | 288,273 | ||||
|
|
|
|
Senior Secured Revolving Credit Facility (the Revolving Credit Facility)
At March 31, 2013, we had $50,000 in borrowings under the Revolving Credit Facility, with $138,686 in remaining excess availability. At December 31, 2012, we had $50,430 in borrowings under the Revolving Credit Facility, with $131,635 in remaining excess availability. The $50,000 in borrowings under the Revolving Credit Facility approximates the fair value of such debt at March 31, 2013 (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.
11
The Revolving Credit Facility is guaranteed by CCI International Inc. (CCI International), Technology Research Corporation (TRC) (excluding TRCs 100%-owned foreign subsidiary, TRC Honduras, S.A. de C.V.), Patco Electronics (Patco), and WE, 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, Patco, and WE 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, Patco, and WE and 65% of the capital stock of our Canadian foreign subsidiary, but not our Chinese 100%-owned entity.
As of March 31, 2013, we were in compliance with all of the covenants of our Revolving Credit Facility.
9% Senior Notes due 2018 (the Senior Notes)
The Indenture relating to our Senior Notes contains customary covenants that limit us and our restricted subsidiaries with respect to, 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 transactions 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 Revolving Credit Facility, TRC, Patco and WE became subsidiary guarantors of 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 March 31, 2013, we were in compliance with all of the covenants of our Senior Notes.
Senior Notes | March 31, 2013 | |||
Face Value |
$ | 275,000 | ||
Fair Value (Level 1) |
$ | 298,375 | ||
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, TRC, and WE |
Optional redemption (1)
Beginning Date | Percentage | |||||
February 15, 2014 | 104.50 | % | ||||
February 15, 2015 | 102.25 | % | ||||
February 15, 2016 | 100.00 | % |
(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). |
12
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 March 31, 2013 and 2012, 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 March 31, |
||||||||
2013 | 2012 | |||||||
Components of Basic and Diluted Earnings per Share |
||||||||
Basic EPS Numerator: |
||||||||
Net income |
$ | 5,251 | $ | 3,727 | ||||
Less: Earnings allocated to participating securities |
(35 | ) | (34 | ) | ||||
|
|
|
|
|||||
Net income allocated to common shareholders |
$ | 5,216 | $ | 3,693 | ||||
|
|
|
|
|||||
Basic EPS Denominator: |
||||||||
Weighted average shares outstanding |
17,093 | 17,072 | ||||||
Basic earnings per common share |
$ | 0.31 | $ | 0.22 | ||||
Diluted EPS Numerator: |
||||||||
Net income |
$ | 5,251 | $ | 3,727 | ||||
Less: Earnings allocated to participating securities |
(35 | ) | (34 | ) | ||||
|
|
|
|
|||||
Net income allocated to common shareholders |
$ | 5,216 | $ | 3,693 | ||||
|
|
|
|
|||||
Diluted EPS Denominator: |
||||||||
Weighted average shares outstanding |
17,093 | 17,072 | ||||||
Dilutive common shares issuable upon exercise of stock options |
247 | 248 | ||||||
|
|
|
|
|||||
Diluted weighted average shares outstanding |
17,340 | 17,320 | ||||||
|
|
|
|
|||||
Diluted earnings per common share |
$ | 0.30 | $ | 0.21 |
Options
Options with respect to 771 common shares were not included in the computation of diluted earnings per share for the three months ended March 31, 2013 and 2012, 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 $1,606 and $598 in stock compensation expense for the three months ended March 31, 2013 and 2012, respectively.
13
Stock Options
No stock options were issued during the first three months of 2013 and 2012.
Changes in stock options were as follows:
Shares | Weighted-Average Exercise Price |
Weighted-Average Remaining Contractual Terms |
Aggregate Intrinsic Value |
|||||||||||||
Outstanding January 1, 2013 |
1,388 | $ | 11.09 | 4.8 | $ | 2,352 | ||||||||||
Granted |
| | | |||||||||||||
Exercised |
(27 | ) | 6.17 | 238 | ||||||||||||
Forfeited or expired |
| | | |||||||||||||
|
|
|
|
|||||||||||||
Outstanding March 31, 2013 |
1,361 | 11.18 | 4.5 | 5,669 | ||||||||||||
Vested or expected to vest |
1,345 | 11.27 | 4.5 | 5,493 | ||||||||||||
Exercisable |
493 | 5.63 | 5.6 | 4,271 |
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. For the period ended March 31, 2013 there were 27 stock option shares exercised. There were no stock option exercises for the period ended March 31, 2012. As of March 31, 2013 and December 31, 2012, there were 1,345 and 1,372 vested options with an aggregate intrinsic value of $5,493 and $2,271, respectively.
Stock Awards
In the first quarter of 2013, the Company awarded unvested common shares to non-management members of its Board of Directors. In total, 53 unvested shares were awarded 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 three months of 2013 were as follows:
Shares | Weighted-Average Grant-Date Fair Value |
|||||||
Nonvested at January 1, 2013 |
558 | $ | $4.79 | |||||
Granted |
53 | 9.44 | ||||||
Vested |
(94 | ) | 5.30 | |||||
Forfeited |
| | ||||||
|
|
|
|
|||||
Nonvested at March 31, 2013 |
517 | $ | 5.18 |
In addition, in the first quarter of 2010, 258 performance shares were granted, 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. The first tranche of these shares reached their vesting price in a prior period. Accordingly, the equivalent of 58 shares of common stock was paid in cash. The cash-settled shares are re-measured each balance sheet date using a Monte Carlo model and recorded as a liability. During the first quarter, these cash-settled shares were measured using an assumption of 83.03% volatility, and a risk-free rate of 1.22%, resulting in an estimated aggregate fair value of approximately $3,834, which is recorded to the stock compensation liability over the estimated derived service period (also estimated using a Monte Carlo model), which was approximately 0.1 years as of March 31, 2013.
14
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 426 shares pursuant to this repurchase program. We did not repurchase any shares pursuant to this repurchase program during the first quarter of 2013. During the three months ended March 31, 2012, we repurchased 9 shares of common stock at a total cost of $98 from employees of the Company that were withheld to satisfy the tax withholding obligation due upon vesting of a restricted stock award. 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.
Subsequent Event
On May 7, 2013, our Board of Directors declared a quarterly dividend of $0.04 per common share, payable on May 31, 2013, to stockholders of record as of the close of business on May 17, 2013. 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
Three of our directors and one of our former executive officers lease our corporate office facility and we had rental expense of $106 and $103 for the first quarter of 2013 and 2012, respectively. In addition, we previously leased three manufacturing facilities from an entity in which one of our executive officers has a substantial minority interest. Subsequently, 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 $1,319 and $1,330 for the first quarter of 2013 and 2012, 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 March 31, 2013 we had a $333 accrual and as of December 31, 2012 we had a $33, accrual recorded for this liability in accordance with ASC 450.
We recently received a civil complaint for $2,300 plus attorneys fees and expenses related to a recent acquisition. We believe the civil complaint lacks merit and is not payable by us. We have not provided for this claim in accordance with ASC 450 as we do not believe an unfavorable outcome is probable and estimable at this time.
Though no assurances are possible, we believe that our accruals related to the environmental litigation and other claims are sufficient and that these items and our rights to available insurance and indemnities will be resolved without material effect on our financial position, results of operations or cash flows.
15
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 March 31, 2013 or 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.
As our derivatives are part of a legally enforceable master netting agreement, for purposes of presentation within our condensed consolidated balance sheets, gross values are netted and classified within Prepaid expense and other current assets or Accrued liabilities depending upon our aggregate net position at the balance sheet date.
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): |
||||||||||||||||||||
Three months ended March 31, 2013 |
350 | 625 | $ | 238 | $ | | $ | (34 | ) | |||||||||||
Three months ended March 31, 2012 |
875 | 625 | $ | 121 | $ | 14 | $ | |
(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 of March 31, 2013 and 2012, no cumulative losses or gains existed in Other Comprehensive Income (OCI). As hedge accounting has not been applied to any of our open hedges at March 31, 2013, no associated losses or gains have been recorded within OCI.
Derivatives Not Accounted for as Hedges Under the Accounting Rules |
Gain
(Loss) Recognized in Income |
Location of Gain (Loss) Recognized in Income |
||||||
Copper commodity contracts: |
||||||||
Three months ended March 31, 2013 |
$ | 35 | Cost of goods sold | |||||
Three months ended March 31, 2012 |
(47 | ) | Cost of goods sold |
13. INCOME TAXES
Three Months Ended March 31, |
||||||||
2013 | 2012 | |||||||
Effective Tax Rate |
30.7 | % | 34.5 | % |
We recorded income tax expense of $2,330 for the first quarter of 2013 compared to $1,960 for the first quarter of 2012. The decrease in our effective tax rate for the first quarter of 2013, as compared to the first quarter of 2012, is primarily due to certain discrete items recorded in the first quarter of 2013 following the enactment of the American Taxpayer Relief Act of 2012 on January 2, 2013.
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 $446 and $422 related to these savings plans during the first quarter of 2013 and 2012, respectively.
16
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.
As of the periods ending March 31, 2013 and March 31, 2012, we utilized Level 1 inputs to determine the fair value of cash and cash equivalents and derivatives.
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 | ||||||||||||||||||||||||||||||||
March 31, 2013 | December 31, 2012 | |||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value | Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||||||||||||||||
Assets: |
||||||||||||||||||||||||||||||||
Cash and Cash Equivalents |
$ | 3,501 | $ | | $ | | $ | 3,501 | $ | 9,562 | $ | | $ | | $ | 9,562 | ||||||||||||||||
Derivative Assets, Inclusive of Collateral |
204 | | | 204 | 127 | | | 127 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
$ | 3,705 | $ | | $ | | $ | 3,705 | $ | 9,689 | $ | | $ | | $ | 9,689 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16. OTHER (INCOME) LOSS
We recorded other (income) loss of $(108) and $74 for the three months ended March 31, 2013 and 2012, respectively, primarily reflecting exchange rate impacts on our Canadian subsidiary.
17
17. BUSINESS SEGMENT INFORMATION
We have three reportable segments: (1) Distribution, (2) Original Equipment Manufacturers (OEM) and (3) Engineered Solutions. Our reportable segments are a function of how we are organized internally to market our customer groups and measure our financial performance. The Distribution and OEM segment serves our customers in distribution, retail and OEM businesses. Our Engineered Solutions segment is comprised of our most recent acquisitions made in 2011 and 2012 serving a variety of customers such as military contractors, independent distributions, and various end markets utilizing secondary power connectors.
Financial data for the Companys reportable segments is as follows:
Three Months Ended March 31, |
||||||||
2013 | 2012 | |||||||
Net Sales: |
||||||||
Distribution Segment |
$ | 151,903 | $ | 155,060 | ||||
OEM Segment |
57,792 | 57,915 | ||||||
Engineered Solutions Segment |
12,818 | 7,516 | ||||||
|
|
|
|
|||||
Total |
$ | 222,513 | $ | 220,491 | ||||
|
|
|
|
|||||
Operating Income: |
||||||||
Distribution Segment |
$ | 14,729 | $ | 12,195 | ||||
OEM Segment |
5,278 | 4,599 | ||||||
Engineered Solutions Segment |
909 | 716 | ||||||
|
|
|
|
|||||
Total segments |
20,916 | 17,510 | ||||||
Corporate |
(6,517 | ) | (4,727 | ) | ||||
|
|
|
|
|||||
Consolidated operating income |
$ | 14,399 | $ | 12,783 | ||||
|
|
|
|
Our Distribution, OEM, and Engineered Solutions segments have common production processes and manufacturing facilities. 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 March 31, 2013, our payment obligations under the Senior Notes and the Revolving Credit Facility (see Note 7) were guaranteed by our 100% owned subsidiaries, CCI International, Patco, TRC, and WE (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.
18
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF INCOME FOR THE THREE MONTHS ENDED
MARCH 31, 2013
Parent | Guarantor Subsidiaries |
Non
Guarantor Subsidiaries |
Eliminations | Total | ||||||||||||||||
NET SALES |
$ | 197,242 | $ | 12,818 | $ | 16,532 | $ | (4,079 | ) | $ | 222,513 | |||||||||
COST OF GOODS SOLD |
168,156 | 9,757 | 14,381 | (4,079 | ) | 188,215 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
GROSS PROFIT |
29,086 | 3,061 | 2,151 | | 34,298 | |||||||||||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
13,701 | 2,593 | 1,202 | | 17,496 | |||||||||||||||
INTANGIBLE ASSET AMORTIZATION |
1,144 | 1,039 | 2 | | 2,185 | |||||||||||||||
RESTRUCTURING CHARGES |
135 | 83 | | | 218 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
OPERATING INCOME (LOSS) |
14,106 | (654 | ) | 947 | | 14,399 | ||||||||||||||
INTEREST EXPENSE |
6,912 | | 14 | | 6,926 | |||||||||||||||
OTHER INCOME |
| | (108 | ) | | (108 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
INCOME (LOSS) BEFORE INCOME TAXES |
7,194 | (654 | ) | 1,041 | | 7,581 | ||||||||||||||
INCOME FROM SUBSIDIARIES |
408 | | | (408 | ) | | ||||||||||||||
INCOME TAX EXPENSE (BENEFIT) |
2,351 | (228 | ) | 207 | | 2,330 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
NET INCOME (LOSS) |
$ | 5,251 | $ | (426 | ) | $ | 834 | $ | (408 | ) | $ | 5,251 | ||||||||
|
|
|
|
|
|
|
|
|
|
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF INCOME FOR THE THREE MONTHS ENDED
MARCH 31, 2012
Parent | Guarantor Subsidiary |
Non
Guarantor Subsidiary |
Eliminations | Total | ||||||||||||||||
NET SALES |
$ | 197,427 | $ | 7,709 | $ | 19,826 | $ | (4,471 | ) | $ | 220,491 | |||||||||
COST OF GOODS SOLD |
171,164 | 5,861 | 17,267 | (4,471 | ) | 189,821 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
GROSS PROFIT |
26,263 | 1,848 | 2,559 | | 30,670 | |||||||||||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
12,959 | 1,693 | 1,078 | | 15,730 | |||||||||||||||
INTANGIBLE ASSET AMORTIZATION |
1,430 | 392 | 2 | | 1,824 | |||||||||||||||
RESTRUCTURING CHARGES |
(195 | ) | 223 | 305 | | 333 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
OPERATING INCOME (LOSS) |
12,069 | (460 | ) | 1,174 | | 12,783 | ||||||||||||||
INTEREST EXPENSE |
7,007 | | 15 | | 7,022 | |||||||||||||||
OTHER (INCOME) LOSS, NET |
| (2 | ) | 76 | | 74 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
INCOME (LOSS) BEFORE INCOME TAXES |
5,062 | (458 | ) | 1,083 | | 5,687 | ||||||||||||||
INCOME FROM SUBSIDIARIES |
614 | | | (614 | ) | | ||||||||||||||
INCOME TAX EXPENSE (BENEFIT) |
1,949 | (163 | ) | 174 | | 1,960 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
NET INCOME (LOSS) |
$ | 3,727 | $ | (295 | ) | $ | 909 | $ | (614 | ) | $ | 3,727 |
19
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME FOR THE THREE MONTHS
ENDED MARCH 31, 2013
Parent | Guarantor Subsidiaries |
Non
Guarantor Subsidiaries |
Eliminations | Total | ||||||||||||||||
NET INCOME (LOSS) |
$ | 5,251 | $ | (426 | ) | $ | 834 | $ | (408 | ) | $ | 5,251 | ||||||||
OTHER COMPREHENSIVE INCOME |
||||||||||||||||||||
Foreign currency translation adjustments, net of tax of ($78) |
| | (216 | ) | | (216 | ) | |||||||||||||
Pension adjustments, net of tax ($1) |
(2 | ) | (2 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
OTHER COMPREHENSIVE LOSS |
(2 | ) | | (216 | ) | | (218 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
COMPREHENSIVE INCOME (LOSS) |
$ | 5,249 | $ | (426 | ) | $ | 618 | $ | (408 | ) | $ | 5,033 | ||||||||
|
|
|
|
|
|
|
|
|
|
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME FOR THE THREE MONTHS
ENDED MARCH 31, 2012
Parent | Guarantor Subsidiaries |
Non
Guarantor Subsidiary |
Eliminations | Total | ||||||||||||||||
NET INCOME (LOSS) |
$ | 3,727 | $ | (295 | ) | $ | 909 | $ | (614 | ) | $ | 3,727 | ||||||||
OTHER COMPREHENSIVE INCOME |
||||||||||||||||||||
Foreign currency translation adjustments, net of tax benefit of $67 |
| | 187 | | 187 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
OTHER COMPREHENSIVE INCOME |
| | 187 | | 187 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
COMPREHENSIVE INCOME (LOSS) |
$ | 3,727 | $ | (295 | ) | $ | 1,096 | $ | (614 | ) | $ | 3,914 | ||||||||
|
|
|
|
|
|
|
|
|
|
20
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET AS OF MARCH 31, 2013
Parent | Guarantor Subsidiaries |
Non Guarantor Subsidiaries |
Eliminations | Total | ||||||||||||||||
ASSETS |
||||||||||||||||||||
CURRENT ASSETS: |
||||||||||||||||||||
Cash and cash equivalents |
$ | | $ | 776 | $ | 2,725 | $ | | $ | 3,501 | ||||||||||
Accounts receivable net of allowances |
112,827 | 7,129 | 6,388 | | 126,344 | |||||||||||||||
Intercompany receivable |
| 4,342 | 6,769 | (11,111 | ) | | ||||||||||||||
Inventories |
102,658 | 8,371 | 5,370 | | 116,399 | |||||||||||||||
Deferred income taxes |
3,479 | 900 | 135 | | 4,514 | |||||||||||||||
Assets held for sale |
1,072 | | | | 1,072 | |||||||||||||||
Prepaid expenses and other current assets |
2,650 | 1,105 | 547 | | 4,302 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current assets |
222,686 | 22,623 | 21,934 | (11,111 | ) | 256,132 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
PROPERTY, PLANT AND EQUIPMENT, NET |
69,572 | 6,705 | 1,787 | | 78,064 | |||||||||||||||
GOODWILL |
30,842 | 34,147 | 1,511 | | 66,500 | |||||||||||||||
INTANGIBLE ASSETS, NET |
15,249 | 19,902 | 79 | | 35,230 | |||||||||||||||
DEFERRED INCOME TAXES |
| | 424 | | 424 | |||||||||||||||
OTHER ASSETS |
8,834 | | 116 | | 8,950 | |||||||||||||||
INVESTMENT IN SUBSIDIARIES |
92,162 | | | (92,162 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
TOTAL ASSETS |
$ | 439,345 | $ | 83,377 | $ | 25,851 | $ | (103,273 | ) | $ | 445,300 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||||||||||||
CURRENT LIABILITIES: |
||||||||||||||||||||
Current portion of long-term debt |
$ | 35,571 | $ | | $ | | $ | | $ | 35,571 | ||||||||||
Accounts payable |
22,965 | 720 | 2,658 | | 26,343 | |||||||||||||||
Intercompany payable |
3,581 | 5,376 | 2,154 | (11,111 | ) | | ||||||||||||||
Accrued liabilities |
23,042 | 2,561 | 2,321 | | 27,924 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current liabilities |
85,159 | 8,657 | 7,133 | (11,111 | ) | 89,838 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
LONG-TERM DEBT |
287,919 | | | | 287,919 | |||||||||||||||
OTHER LONG-TERM LIABILITIES |
4,269 | | 67 | | 4,336 | |||||||||||||||
DEFERRED INCOME TAXES |
5,632 | 1,209 | | | 6,841 | |||||||||||||||
SHAREHOLDERS EQUITY: |
||||||||||||||||||||
Common stock |
17 | | 928 | (928 | ) | 17 | ||||||||||||||
Treasury Stock |
(3,918 | ) | | | | (3,918 | ) | |||||||||||||
Additional paid-in capital |
94,992 | 76,411 | 1,473 | (77,884 | ) | 94,992 | ||||||||||||||
(Accumulated deficit) retained earnings |
(34,474 | ) | (2,900 | ) | 16,437 | (13,537 | ) | (34,474 | ) | |||||||||||
Accumulated other comprehensive (loss) income |
(251 | ) | | (187 | ) | 187 | (251 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total shareholders equity |
56,366 | 73,511 | 18,651 | (92,162 | ) | 56,366 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
TOTAL LIABILITIES AND EQUITY |
$ | 439,345 | $ | 83,377 | $ | 25,851 | $ | (103,273 | ) | $ | 445,300 | |||||||||
|
|
|
|
|
|
|
|
|
|
21
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2012
Parent | Guarantor Subsidiaries |
Non Guarantor Subsidiaries |
Eliminations | Total | ||||||||||||||||
ASSETS |
||||||||||||||||||||
CURRENT ASSETS: |
||||||||||||||||||||
Cash and cash equivalents |
$ | 3,417 | $ | 1,709 | $ | 4,436 | $ | | $ | 9,562 | ||||||||||
Accounts receivable net of allowances |
109,421 | 5,906 | 10,655 | | 125,982 | |||||||||||||||
Intercompany receivable |
829 | 6,738 | 5,945 | (13,512 | ) | | ||||||||||||||
Inventories |
99,839 | 8,123 | 4,628 | | 112,590 | |||||||||||||||
Deferred income taxes |
3,332 | 811 | 128 | | 4,271 | |||||||||||||||
Assets held for sale |
1,074 | | | | 1,074 | |||||||||||||||
Prepaid expenses and other current assets |
1,895 | 1,488 | 688 | | 4,071 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current assets |
219,807 | 24,775 | 26,480 | (13,512 | ) | 257,550 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
PROPERTY, PLANT AND EQUIPMENT, NET |
70,158 | 6,908 | 1,848 | | 78,914 | |||||||||||||||
GOODWILL |
30,842 | 34,147 | 1,546 | | 66,535 | |||||||||||||||
INTANGIBLE ASSETS, NET |
16,394 | 20,941 | 82 | | 37,417 | |||||||||||||||
DEFERRED INCOME TAXES |
| | 329 | | 329 | |||||||||||||||
OTHER ASSETS |
8,475 | | 120 | | 8,595 | |||||||||||||||
INVESTMENT IN SUBSIDIARIES |
93,589 | | | (93,589 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
TOTAL ASSETS |
$ | 439,265 | $ | 86,771 | $ | 30,405 | $ | (107,101 | ) | $ | 449,340 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||||||||||||
CURRENT LIABILITIES: |
||||||||||||||||||||
Current portion of long-term debt |
$ | 35,566 | $ | | $ | | $ | | $ | 35,566 | ||||||||||
Accounts payable |
22,854 | 1,196 | 1,698 | | 25,748 | |||||||||||||||
Intercompany payable |
| 5,945 | 7,567 | (13,512 | ) | | ||||||||||||||
Accrued liabilities |
32,817 | 2,352 | 3,039 | | 38,208 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current liabilities |
91,237 | 9,493 | 12,304 | (13,512 | ) | 99,522 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
LONG-TERM DEBT |
288,273 | | | | 288,273 | |||||||||||||||
OTHER LONG-TERM LIABILITIES |
3,625 | | 68 | | 3,693 | |||||||||||||||
DEFERRED INCOME TAXES |
4,965 | 1,722 | | | 6,687 | |||||||||||||||
SHAREHOLDERS EQUITY: |
||||||||||||||||||||
Common stock |
17 | | 928 | (928 | ) | 17 | ||||||||||||||
Treasury Stock |
(3,918 | ) | | | | (3,918 | ) | |||||||||||||
Additional paid-in capital |
94,470 | 78,030 | 1,472 | (79,502 | ) | 94,470 | ||||||||||||||
(Accumulated deficit) retained earnings |
(39,371 | ) | (2,474 | ) | 15,603 | (13,129 | ) | (39,371 | ) | |||||||||||
Accumulated other comprehensive (loss) income |
(33 | ) | | 30 | (30 | ) | (33 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total shareholders equity |
51,165 | 75,556 | 18,033 | (93,589 | ) | 51,165 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
TOTAL LIABILITIES AND EQUITY |
$ | 439,265 | $ | 86,771 | $ | 30,405 | $ | (107,101 | ) | $ | 449,340 | |||||||||
|
|
|
|
|
|
|
|
|
|
22
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED
MARCH 31, 2013
Parent | Guarantor Subsidiaries |
Non
Guarantor Subsidiaries |
Eliminations | Total | ||||||||||||||||
CASH FLOW FROM OPERATING ACTIVITIES: |
||||||||||||||||||||
Net income (loss) |
$ | 5,251 | $ | (426 | ) | $ | 834 | $ | (408 | ) | $ | 5,251 | ||||||||
Adjustments to reconcile net income (loss) to net cash flow from operating activities: |
||||||||||||||||||||
Depreciation and amortization |
4,807 | 1,283 | 75 | | 6,165 | |||||||||||||||
Stock-based compensation |
1,606 | | | | 1,606 | |||||||||||||||
Foreign currency transaction gain |
| | (137 | ) | | (137 | ) | |||||||||||||
Deferred taxes |
522 | (603 | ) | (27 | ) | | (108 | ) | ||||||||||||
Excess tax benefits from stock-based compensation |
(234 | ) | | | | (234 | ) | |||||||||||||
Loss on disposal of fixed assets |
2 | | 7 | | 9 | |||||||||||||||
Equity in consolidated subsidiaries |
(408 | ) | | | 408 | | ||||||||||||||
Changes in operating assets and liabilities: |
||||||||||||||||||||
Accounts receivable |
(3,406 | ) | (1,223 | ) | 4,426 | | (203 | ) | ||||||||||||
Inventories |
(2,819 | ) | (248 | ) | (742 | ) | | (3,809 | ) | |||||||||||
Prepaid expenses and other assets |
(754 | ) | 383 | 140 | | (231 | ) | |||||||||||||
Accounts payable |
251 | (476 | ) | 1,006 | | 781 | ||||||||||||||
Intercompany accounts |
6,031 | 208 | (6,239 | ) | | | ||||||||||||||
Accrued liabilities |
(11,040 | ) | 210 | (760 | ) | | (11,590 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash flow from operating activities |
(191 | ) | (892 | ) | (1,417 | ) | | (2,500 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CASH FLOW FROM INVESTING ACTIVITIES: |
||||||||||||||||||||
Capital expenditures |
(2,771 | ) | (41 | ) | 8 | | (2,804 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash flow from investing activities |
(2,771 | ) | (41 | ) | 8 | | (2,804 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CASH FLOW FROM FINANCING ACTIVITIES: |
||||||||||||||||||||
Borrowings under revolving loan facilities |
47,597 | | | | 47,597 | |||||||||||||||
Repayments under revolving loan facilities |
(48,027 | ) | | | | (48,027 | ) | |||||||||||||
Excess tax benefits from stock-based compensation |
234 | | | | 234 | |||||||||||||||
Repayment of long-term debt |
(51 | ) | | | | (51 | ) | |||||||||||||
Payment of cash dividends |
(354 | ) | | | | (354 | ) | |||||||||||||
Proceeds from option exercises |
146 | | | | 146 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash flow from financing activities |
(455 | ) | | | | (455 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Effect of exchange rate on cash and cash equivalents |
| | (302 | ) | | (302 | ) | |||||||||||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
(3,417 | ) | (933 | ) | (1,711 | ) | | (6,061 | ) | |||||||||||
CASH AND CASH EQUIVALENTS Beginning of period |
3,417 | 1,709 | 4,436 | | 9,562 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CASH AND CASH EQUIVALENTS End of period |
$ | | $ | 776 | $ | 2,725 | $ | | $ | 3,501 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
NONCASH ACTIVITY |
||||||||||||||||||||
Unpaid capital expenditures |
133 | | | | 133 | |||||||||||||||
SUPPLEMENTAL CASH FLOW INFORMATION |
||||||||||||||||||||
Income taxes paid, net |
1,628 | | 131 | | 1,759 | |||||||||||||||
Cash interest paid |
12,767 | | 12 | | 12,779 |
23
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED
MARCH 31, 2012
Parent | Guarantor Subsidiary |
Non
Guarantor Subsidiary |
Eliminations | Total | ||||||||||||||||
CASH FLOW FROM OPERATING ACTIVITIES: |
||||||||||||||||||||
Net income (loss) |
$ | 3,727 | $ | (295 | ) | $ | 909 | $ | (614 | ) | $ | 3,727 | ||||||||
Adjustments to reconcile net income (loss) to net cash flow from operating activities: |
||||||||||||||||||||
Depreciation and amortization |
5,005 | 656 | 81 | | 5,742 | |||||||||||||||
Stock-based compensation |
598 | | | | 598 | |||||||||||||||
Foreign currency transaction loss |
| | 74 | | 74 | |||||||||||||||
Deferred taxes |
560 | (33 | ) | 27 | | 554 | ||||||||||||||
Excess tax benefits from stock-based compensation |
(651 | ) | | | | (651 | ) | |||||||||||||
Gain on disposal of fixed assets |
(28 | ) | | | | (28 | ) | |||||||||||||
Equity in consolidated subsidiaries |
(614 | ) | | | 614 | | ||||||||||||||
Changes in operating assets and liabilities: |
||||||||||||||||||||
Accounts receivable |
(7,894 | ) | (893 | ) | 2,521 | | (6,266 | ) | ||||||||||||
Inventories |
(12,408 | ) | (473 | ) | (581 | ) | | (13,462 | ) | |||||||||||
Prepaid expenses and other assets |
4 | 89 | 123 | | 216 | |||||||||||||||
Accounts payable |
1,307 | 94 | (382 | ) | | 1,019 | ||||||||||||||
Intercompany accounts |
921 | 2,279 | (3,200 | ) | | | ||||||||||||||
Accrued liabilities |
(11,345 | ) | 213 | (1,397 | ) | | (12,529 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash flow from operating activities |
(20,818 | ) | 1,637 | (1,825 | ) | | (21,006 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CASH FLOW FROM INVESTING ACTIVITIES: |
||||||||||||||||||||
Capital expenditures |
(13,749 | ) | (1,514 | ) | 21 | | (15,242 | ) | ||||||||||||
Proceeds from sale of fixed assets |
20 | | | | 20 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash flow from investing activities |
(13,729 | ) | (1,514 | ) | 21 | | (15,222 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CASH FLOW FROM FINANCING ACTIVITIES: |
||||||||||||||||||||
Borrowings under revolving loan facilities |
130,612 | | | | 130,612 | |||||||||||||||
Repayments under revolving loan facilities |
(98,775 | ) | | | | (98,775 | ) | |||||||||||||
Purchase of Treasury Stock |
(98 | ) | | | | (98 | ) | |||||||||||||
Repayment of long-term debt |
(41 | ) | | | | (41 | ) | |||||||||||||
Excess tax benefits from stock-based compensation |
651 | | | | 651 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash flow from financing activities |
32,349 | | | | 32,349 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Effect of exchange rate on cash and cash equivalents |
| | 213 | | 213 | |||||||||||||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
(2,198 | ) | 123 | (1,591 | ) | | (3,666 | ) | ||||||||||||
CASH AND CASH EQUIVALENTS Beginning of period |
4,086 | 724 | 4,936 | | 9,746 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
CASH AND CASH EQUIVALENTS End of period |
$ | 1,888 | $ | 847 | $ | 3,345 | $ | | $ | 6,080 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
NONCASH ACTIVITY |
||||||||||||||||||||
Unpaid capital expenditures |
230 | | | | 230 | |||||||||||||||
SUPPLEMENTAL CASH FLOW INFORMATION |
||||||||||||||||||||
Income taxes paid, net |
(15 | ) | | 27 | | 12 | ||||||||||||||
Cash interest paid |
12,766 | | | | 12,766 |
24
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, 2012. 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 $3.60 per pound for the first quarter of 2013, as compared to $3.79 per pound for the first quarter of 2012, which represented a decrease of 5.0%.
Acquisitions
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. (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. Coleman retained WEs workforce and has continued all of WEs production at its current manufacturing plant in Avon Lake, Ohio. We believe the acquisition of WE strengthens and provides for greater diversification of our overall portfolio.
The acquisition of the assets of WE was structured as an all-cash transaction valued at approximately $33.9 million (equal to a $35.0 million preliminary purchase price adjusted by a $1.1 million working capital adjustment). The transaction was funded with proceeds from Colemans existing credit facility. WE has been included as a component of our Engineered Solutions segment reported herein.
25
Purchase Accounting Related to the WE Acquisition
The WE acquisition was accounted for under the purchase method of accounting. Accordingly, we have allocated the purchase price 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 WE are the primary factors which gave rise to acquisition price which resulted in the recognition of goodwill. The purchase price allocation was finalized as of September 30, 2012.
Consolidated Results of Operations
The results of operations attributed from WE is included in our condensed consolidated results of operations beginning from the acquisition date. Accordingly, the consolidated statement of income for the three months ended March 31, 2013 includes operations related to the WE acquisition. The consolidated statement of income for the three months ended March 31, 2012, however does not include the impact of WE.
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, 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.
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, EBITDA, and Adjusted EBITDA to net income, should be used along with the below statements of income for the periods presented, and the accompanying results of operations review.
26
Diluted earnings per share, as determined in accordance with GAAP, to Adjusted EPS
Three
Months Ended March 31, |
||||||||
2013 | 2012 | |||||||
Earnings per share |
$ | 0.30 | $ | 0.21 | ||||
Restructuring charges (1) |
0.01 | 0.01 | ||||||
Share-based compensation expense (2) |
0.06 | 0.02 | ||||||
|
|
|
|
|||||
Adjusted diluted earnings per share |
$ | 0.37 | $ | 0.24 | ||||
|
|
|
|
Net income, as determined in accordance with GAAP, to EBITDA and Adjusted EBITDA
Three Months Ended March 31, |
||||||||
2013 | 2012 | |||||||
(Thousands) | ||||||||
Net income |
$ | 5,251 | $ | 3,727 | ||||
Interest expense |
6,926 | 7,022 | ||||||
Income tax expense |
2,330 | 1,960 | ||||||
Depreciation and amortization expense (a) |
5,740 | 5,330 | ||||||
|
|
|
|
|||||
EBITDA |
$ | 20,247 | $ | 18,039 | ||||
|
|
|
|
|||||
Restructuring charges (1) |
218 | 333 | ||||||
Share-based compensation expense (2) |
1,606 | 598 | ||||||
|
|
|
|
|||||
Adjusted EBITDA |
$ | 22,071 | $ | 18,970 | ||||
|
|
|
|
(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 $5.1 million (or $0.30 per diluted share) in the first quarter of 2013, as compared to net income of $3.7 million (or $0.21 per diluted share) for the first quarter of 2012. For the first quarter of 2013, we recorded EBITDA of $20.2 million, as compared to $18.0 million in EBITDA for the first quarter of 2012.
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.
(1) | Restructuring charges: We recorded restructuring charges of $0.2 million ($0.1 million after tax, or $0.01 per diluted share) during the first quarter of 2013 as compared to $0.3 million ($0.2 million after tax, or $0.01 per diluted share) during the first quarter of 2012. The majority of these charges related to severance and other closing costs, some of which were incurred at facilities closed in prior years. |
(2) | Share-based compensation expense: Our results for the first quarter of 2013 and 2012 included share-based compensation expense of $1.6 million ($1.1 million after tax, or $0.06 per diluted share) and $0.6 million ($0.4 million after tax, or $0.02 per diluted share), respectively. Share-based compensation expense is excluded from our measures of Adjusted EBITDA and Adjusted EPS in order for such measures to more closely reflect a measure of underlying operating results given periodic fluctuations in the estimated fair value of a significant portion of the underlying share-based instruments. |
27
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 March 31, 2013 Compared with Three Months Ended March 31, 2012
Three Months Ended March 31, | Period-over-Period Change | |||||||||||||||||||||||
2013 | 2012 | 2013 vs. 2012 | ||||||||||||||||||||||
Amount | % | Amount | % | $ Change | % Change | |||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
(Thousands, except per share data) | ||||||||||||||||||||||||
Distribution net sales |
$ | 151,903 | 68.3 | % | $ | 155,060 | 70.3 | % | $ | (3,157 | ) | (2.0 | )% | |||||||||||
OEM net sales |
57,792 | 26.0 | 57,915 | 26.3 | (123 | ) | (0.2 | ) | ||||||||||||||||
Engineered Solutions net sales |
12,818 | 5.7 | 7,516 | 3.4 | 5,302 | 70.5 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Consolidated net sales |
222,513 | 100.0 | 220,491 | 100.0 | 2,022 | 0.9 | ||||||||||||||||||
Gross profit |
34,298 | 15.4 | 30,670 | 13.9 | 3,628 | 11.9 | ||||||||||||||||||
Selling, general and administrative expenses |
17,496 | 7.9 | 15,730 | 7.1 | 1,766 | 11.2 | ||||||||||||||||||
Intangible amortization expense |
2,185 | 1.0 | 1,824 | 0.8 | 361 | 19.8 | ||||||||||||||||||
Restructuring charges |
218 | 0.1 | 333 | 0.2 | (115 | ) | (34.5 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating income |
14,399 | 6.5 | 12,783 | 5.8 | 1,616 | 12.6 | ||||||||||||||||||
Interest expense |
6,926 | 3.1 | 7,022 | 3.2 | (96 | ) | (1.4 | ) | ||||||||||||||||
Other (income) loss, net |
(108 | ) | 0.0 | 74 | 0.0 | (182 | ) | (245.9 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income before income taxes |
7,581 | 3.4 | 5,687 | 2.6 | 1,894 | 33.3 | ||||||||||||||||||
Income tax expense |
2,330 | 1.0 | 1,960 | 0.9 | 370 | 18.9 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income |
$ | 5,251 | 2.4 | $ | 3,727 | 1.7 | $ | 1,524 | 40.9 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Diluted income per share |
$ | 0.30 | $ | 0.21 |
Segments
As noted above, we classify our business into three reportable segments: (1) Distribution, (2) OEM, and (3) Engineered Solutions. Our reportable segments are a function of how we are organized internally to market to our customer groups and measure our financial performance. The Distribution and OEM segments serve customers within the distribution, retail, and OEM businesses. Our Engineered Solutions segment includes a portion of Technology Research Corporations (TRC) legacy business that has not been integrated into our Distribution segment, primarily TRCs military and specialty vehicle business and all of WE.
Net sales
The 0.9% increase in net sales for the first quarter of 2013 as compared to 2012 reflected the following factors:
| $5.3 million attributable to our Engineered Solutions segment, including results for WE which were not included in the three months ended March 31, 2012. This increase was offset by declines of $3.2 million and $0.1 million from our Distribution and OEM segments, primarily due to decline in volumes. |
| Overall volumes measured in pounds shipped declined 1.6% or $3.0 million for the period ended March 31, 2013 as compared to three month period ended March 31, 2012. We measure volume in pounds shipped in our Distribution and OEM segments but not our Engineered Solutions segment. |
| Copper prices declined 5.0% during the three months ended March 31, 2013 as compared to the three months ended March 31, 2012. However, our sales dollars per pound shipped for the three months ended March 31, 2013 were relatively stable when compared to the three months ended March 31, 2012. We experienced a $0.4 million decline due to overall price and mix of our products sold. |
28
The following table sets forth our sales volume by segment, measured in thousands of total pounds shipped, as well as average COMEX copper prices for the periods presented:
Total Sales Volume in Pounds (1)
Three Months Ended March 31, | ||||||||||||
2013 | 2012 | % Change | ||||||||||
(Thousands) | ||||||||||||
Distribution |
41,679 | 41,980 | (0.7 | )% | ||||||||
OEM |
21,857 | 22,562 | (3.1 | ) | ||||||||
|
|
|
|
|||||||||
Consolidated |
63,536 | 64,542 | (1.6 | ) | ||||||||
|
|
|
|
|||||||||
Average COMEX Copper (2) |
$ | 3.60 | $ | 3.79 | (5.0 | ) | ||||||
|
|
|
|
(1) | Engineered Solutions segment 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. |
The decline in volume related to the Distribution segment was primarily attributable to certain non-recurring orders we fulfilled in 2012 that were not expected to occur in 2013. The decline in volume within the OEM segment was primarily attributable to the rationalization of certain low margin customers.
Gross profit
The $3.6 million total increase in gross profit for the first quarter of 2013 was comprised of $1.8 million in gross profit earned within our Distribution segment, $1.1 million from our Engineered Solutions segments, which includes contributions from the WE acquisition in the second quarter of 2012 that were not included in our first quarter results in the prior year, and $0.7 million from our OEM segment. Our increases in gross profit dollars were attributable to benefits realized from facility consolidations and increased sales. Our gross profit as a percentage of net sales (gross profit rate) increased to 15.4% in the first quarter 2013 as compared to 13.9% in the first quarter of 2012 primarily due to contributions provided by WE and the rationalization of certain low margin customers.
Selling, general and administrative (SG&A) expense
The $1.8 million increase in SG&A expenses for the first quarter of 2013, as compared to the first quarter of 2012, was primarily related to the Engineered Solutions segment. Our recorded expenses include the impact from our WE acquisition that were not included in our results for the three months ended March 31, 2012. Overall, our Engineered Solutions segments contributed approximately $0.9 million of our $1.8 million increase. Excluding the impact of our Engineered Solutions segment, our SG&A expenses increased approximately $0.9 million. The most significant component of our increase, approximately $1.0 million, was attributable to stock compensation expense. A critical component in determining stock compensation expense for certain unvested awards is the companys stock price. The growth in our stock price during the three months ended March 31, 2013 exceeded the growth that occurred during the first quarter of 2012 which, in turn, resulted in higher stock compensation expense. We also experienced increases of approximately $0.3 million across a variety of categories including payroll and related benefits. These increases were offset by decreases of approximately $0.4 million most notably in sales and marketing which align with our change in sales volumes. SG&A as a percentage of sales increased slightly to 7.9% in the first quarter of 2013 as compared to 7.1% in 2012 due to the reasons stated above.
Intangible amortization expense
The increase of $0.4 million in intangible amortization reflects the impact of amortization recorded in relation to the WE acquisition, partially offset by lower amortization expense recorded in relation to acquisitions made in prior years. Amortization expense relative to intangible assets reflects the fact that such 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 in periods further removed from the period of initial recognition.
29
Restructuring charges
We recorded $0.2 million in restructuring costs in the first quarter of 2013. The majority of these charges related to severance and other closing costs most of which were incurred at facilities closed in prior years.
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 March 31, | Year-over-Year Change | |||||||||||||||||||||||
2013 | 2012 | 2013 vs. 2012 | ||||||||||||||||||||||
Amount | % Net Sales |
Amount | % Net Sales |
$ Change | % Change | |||||||||||||||||||
(Thousands) | ||||||||||||||||||||||||
Operating Income: |
||||||||||||||||||||||||
Distribution |
$ | 14,729 | 9.7 | % | $ | 12,195 | 7.9 | % | $ | 2,534 | 20.8 | % | ||||||||||||
OEM |
5,278 | 9.1 | 4,599 | 7.9 | 679 | 14.8 | ||||||||||||||||||
Engineered Solutions |
909 | 7.1 | 716 | 9.5 | 193 | 27.0 | ||||||||||||||||||
Corporate |
(6,517 | ) | (4,727 | ) | ||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Consolidated operating income |
$ | 14,399 | 6.5 | % | $ | 12,783 | 5.8 | % | $ | 1,616 | 12.6 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
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 Engineered Solutions segments have common production processes, and manufacturing and distribution capacity. Accordingly, we do not identify net assets to our segments. 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 included in the operating results of each segment.
The Distribution segment operating income increase in the first quarter of 2013 primarily reflected an improvement in both gross profit and operating expenses due to realized benefits from our facilities consolidations. These benefits are expected to recur in future periods. The OEM segment operating income increase in the first quarter of 2013 primarily reflected an improvement in gross profit. The segment was positively impacted by the rationalization of certain low margin customers. The Engineered Solutions segment operating income increase for the first quarter of 2013 primarily reflected the contribution provided by our acquisition of WE which was not reported in results for the three months ended March 31, 2012. This increase was offset by a decline from TRCs military business, which was adversely impacted the U.S. Government sequestration.
Interest expense
We incurred decreased interest expense due to lower average outstanding borrowings for the first quarter of 2013 compared to the first quarter of 2012.
Other income (loss), net
We recorded other income in the first quarter of 2013 reflecting the impact of exchange rate changes on our Canadian subsidiary as compared to a loss recorded in the first quarter of 2012.
Income tax expense (benefit)
We recorded income tax expense of $2.3 million for the first quarter of 2013 compared to income tax expense of $2.0 million for the first quarter of 2012, with the increase primarily reflecting increased pre-tax income. Our effective tax rate, however, declined to 30.7% in the first quarter of 2013 from 34.5% in the first quarter of 2012 due certain discrete items recorded in the first quarter of 2013 following the enactment of the American Taxpayer Relief Act of 2012 on January 2, 2013.
30
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 March 31, |
||||||||
2013 | 2012 | |||||||
(Thousands) | ||||||||
Net cash flow from operating activities |
$ | (2,500 | ) | $ | (21,006 | ) | ||
Interest expense |
6,926 | 7,022 | ||||||
Income tax expense |
2,330 | 1,960 | ||||||
Excess tax benefits from stock-based compensation |
234 | 651 | ||||||
Deferred taxes |
108 | (554 | ) | |||||
(Loss) gain on disposal of fixed assets |
(9 | ) | 28 | |||||
Share-based compensation expense |
(1,606 | ) | (598 | ) | ||||
Foreign currency transaction gain (loss) |
137 | (74 | ) | |||||
Amortization of debt issuance costs (a) |
(425 | ) | (412 | ) | ||||
Changes in operating assets and liabilities |
15,052 | 31,022 | ||||||
|
|
|
|
|||||
EBITDA |
$ | 20,247 | $ | 18,039 | ||||
|
|
|
|
(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. |
Outlook
Looking towards the remainder of 2013, we anticipate modest growth in the overall demand for our products measured in total pounds shipped. We are encouraged by the number of U.S. housing starts that occurred during the first quarter of 2013 representing a significant increase when compared to the first quarter of 2012. There is also increased optimism surrounding U.S. commercial construction forecasts indicative of meaningful growth during 2013. Our diversified products offerings will serve customers associated with this rebound. We believe our capital investments position us well for these anticipated economic recoveries. The impact of these market improvements may not affect our results until the later part of 2013 and continuing into 2014.
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 March 31, 2013 |
As of December 31, 2012 |
|||||||
Revolving Credit Facility expiring October 2016 |
$ | 50,000 | $ | 50,430 | ||||
Senior notes due February 15, 2018 |
272,827 | 272,714 | ||||||
Capital lease obligations |
663 | 695 | ||||||
|
|
|
|
|||||
Total long-term debt, including current portion |
$ | 323,490 | $ | 323,839 | ||||
|
|
|
|
As of March 31, 2013, we had a total of $3.5 million in cash and cash equivalents and $50.0 million in outstanding borrowings under our Revolving Credit Facility.
31
Revolving Credit Facility
We have a $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). 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.
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.), Patco Electronics (Patco), and WE, 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, Patco and WE, 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, Patco, and WE and 65% of the capital stock of our Canadian foreign subsidiary, but not our Chinese 100%-owned entity.
We maintained greater than $40.0 million of monthly excess availability during the first quarter of 2013.
As of March 31, 2013, 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 15 th and August 15 th. As of March 31, 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, Patco, and WE became subsidiary guarantors of the Senior Notes.
32
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 March 31, 2013, we had $138.7 million in excess availability under the Revolving Credit Facility, and $3.5 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 $3.0 million is not available to fund domestic operations unless these funds were repatriated. The Company would need to accrue and pay taxes of approximately $1.1 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 2018 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.
At March 31, 2013, we have $50.0 million outstanding against our Revolving Credit Facility. Of this total, we have classified $35.6 million as a component of our current portion of long-term borrowings based on our expected repayment forecasting in 2013.
On May 7, 2013, our Board of Directors declared a quarterly dividend of $0.04 per common share, payable on May 31, 2013, to stockholders of record as of the close of business on May 17, 2013. 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 0.4 million shares pursuant to this repurchase program. We did not repurchase any shares pursuant to this repurchase program during the first quarter of 2013. 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.
Net cash used by operating activities for the first quarter of 2013 was $2.5 million as compared to $21.0 million for the first quarter of 2012. The $18.5 million decrease in cash used in operating activities for 2013 as compared to 2012 was primarily a result of the impact of changes in working capital items. Our inventory levels increased $3.8 million comparing the period March 31, 2013 versus December 31, 2012 as compared to an increase of $13.5 million during the first quarter of 2012 as compared to December 31, 2011. This change in levels is a result of improved inventory management, turnover due to increased sales, and lower carry costs due to the decline in copper prices. These improvements benefited operating cash flows by approximately $9.7 million. Our accounts receivable remained relatively flat when comparing March 31, 2013 versus December 31, 2012, while the change between March 31, 2012 and December 31, 2011 was $6.0 million attributable to higher sales during those periods. We generated approximately $6.1 million of additional operating cash flows during the first quarter 2013 as compared to the first quarter of 2012 due to the collection of those increased sales.
33
Net cash used in investing activities for the first quarter of 2013 and 2012 was $2.8 million and $15.2 million, respectively, primarily due to capital expenditures. During January 2012, we expended $6.5 million to acquire three of our previously leased manufacturing facilities. In addition, we had 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. Our investments made during the first three months of 2013 were considerably less but include additional improvements to our existing manufacturing facilities. We expect our full-year 2013 capital expenditures to be approximately $14.0 to $16.0 million.
Net cash used in financing activities for the first quarter of 2013 was $0.5 million as compared to cash provided of $32.3 million in 2012. The decrease in net cash provided by financing activities was attributable to less net borrowing from our Revolving Credit Facility related to lower capital investments.
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, including PVC and fuel; |
| 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; |
| Changes in the cost of labor; |
| 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; |
| restructuring charges; |
| 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; 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, 2012. |
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.
34
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 March 31, 2013, we had contracts with a net aggregate fair value of $0.2 million, consisting of contracts to sell 0.3 million pounds of copper in July 2013. A hypothetical adverse movement of 10% in the price of copper at March 31, 2013, with all other variables held constant, would have resulted in an aggregate loss in the fair value of our commodity futures contracts of approximately $0.1 million as of March 31, 2013.
Interest Rate Risk. We have exposure to changes in interest rates on a portion of our debt obligations. As of March 31, 2013, approximately 15% 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 March 31, 2013, which totaled approximately $50.0 million, an immediate one percentage point change in LIBOR would change our annual interest expense by approximately $0.5 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 first quarter of 2013, we recorded an aggregate pre-tax income of approximately $0.1 million as compared to a pre-tax loss of $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 March 31, 2013. 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 March 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
35
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.
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 March 31, 2013 we had $333 and December 31, 2012 we had a $331 accrual recorded for this liability in accordance with ASC 450.
We recently received a civil complaint for $2.3 million plus attorneys fees and expenses related to a recent acquisition. We believe the civil complaint lacks merit and is not payable by us. We believe that we have substantial and meritorious defenses to all currently pending matters. As a result of these and other factors and although no assurances are possible, our currently pending matters are not expected to have a material adverse effect on our business, financial condition or results of operations.
Although no assurances are possible, we believe that our accruals related to environmental litigation and other claims are sufficient and that these items and our rights to available insurance and indemnity will be resolved without material adverse effect on our financial position, results of operations or cash flows.
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, 2012. 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, 2012.
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 three months ended March 31, 2013:
Three Months Ended March 31, 2013 |
Total number of shares purchased |
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 |
| | | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total |
| | | 74,395 |
36
Adoption of 10b5-1 Trading Plans
Certain of the Companys executive officers, including its Chief Executive Officer and Executive Vice President Operations, intend to set up trading plans for the sale of a portion of their holdings of Company stock at prices above current market prices. These executives have advised the Company that, in setting up their trading plans, they are acting for estate planning, asset diversification and liquidity purposes. As required Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, a person may not adopt a trading plan when he or she has material non-public information about the Company or its common stock. Sales under these trading plans will be disclosed publicly through Form 144 and Form 4 filings with the SEC.
See Index to Exhibits.
37
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: May 10, 2013 | By | /s/ G. Gary Yetman | ||||
Chief Executive Officer and President | ||||||
Date: May 10, 2013 | By | /s/ Alan C. Bergschneider | ||||
Chief Financial Officer, Executive | ||||||
Vice President, Secretary and Treasurer |
38
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. | |
10.1 | Severance and Restrictive Covenant Agreement, dated as of May 7, 2009, between Alan C. Bergschneider and Coleman Cable, Inc.* | |
10.2 | Letter Agreement, dated March 7, 2013, between Richard N. Burger and Coleman Cable, Inc.* | |
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 March 31, 2012, filed on November 4, 2011, 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 iv) the Notes to Condensed Consolidated Financial Statements furnished herewith. |
* | Denotes management contract or compensatory plan or arrangement. |
39
Exhibit 10.1
SEVERANCE AND RESTRICTIVE COVENANT AGREEMENT
THIS SEVERANCE AND RESTRICTIVE COVENANT AGREEMENT (this Agreement) is dated as of May 7, 2009 (the Effective Date), between COLEMAN CABLE, INC., a Delaware corporation (the Company) and Alan C. Bergschneider (Executive).
Section 1. TERM OF AGREEMENT
The term of this Agreement shall commence on and as of the Effective Date and continue until Executives employment has terminated and the obligations of the parties hereunder have terminated or expired or have been satisfied in accordance with their terms.
Section 2. DEFINITIONS
For purposes of this Agreement, the following terms have the meanings set forth in this Section:
2.1. Board means the Board of Directors of the Company.
2.2. Cause means:
(a) Executives gross neglect or willful failure to perform his duties and responsibilities with the Company in all material respects or to substantially comply with a specific and lawful directive of the Companys Chief Executive Officer or any other officer of the Company to whom Executive directly reports or the Board, in each case after a written demand for substantial performance or substantial compliance is delivered to Executive by or on behalf of the Companys Chief Executive Officer or the Board, which demand specifically identifies the manner in which the Companys Board of Directors believes that Executive has not so performed his duties and which demand is not met within thirty (30) days of its delivery to Executive;
(b) any act of fraud or embezzlement by Executive in connection with the Company or its affiliates;
(c) a willful and material breach of this Agreement by Executive which Executive fails to cure within thirty (30) days of Executives receipt of written notice of such breach; or
(d) Executives conviction or entering into a plea of nolo contendere to (A) a crime involving moral turpitude or (B) any other crime materially impairing or materially hindering Executives ability to perform his duties for the Company.
2.3. Change in Control means any of the following events:
(a) any person or other entity (other than any of the Companys subsidiaries or any employee benefit plan sponsored by the Company or any of its subsidiaries) including any person as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the Exchange Act), becomes the beneficial owner, as defined in Rule 13d-3 under
the Exchange Act, directly or indirectly, of more than fifty percent (50%) of the total combined voting power of all classes of capital stock of the Company normally entitled to vote for the election of directors of the Company (the Voting Stock);
(b) the stockholders of the Company approve the sale of all or substantially all of the property or assets of the Company and such sale occurs;
(c) the stockholders of the Company approve a consolidation or merger of the Company with another corporation (other than with any of the Companys subsidiaries), the consummation of which would result in the shareholders of the Company immediately before the occurrence of the consolidation or merger owning, in the aggregate, less than 60% of the Voting Stock of the surviving entity, and such consolidation or merger occurs;
(d) a change in the Companys Board of Directors occurs with the result that the members of the Board immediately prior to such change no longer constitute a majority of such Board of Directors; or
(e) any other change of ownership or effective control (as defined in Section 280G(b)(2) of the Internal Revenue Code (the Code)).
2.4. Code means the Internal Revenue Code of 1986, as amended.
2.5. Date of Termination means: (i) if Executives employment terminates by virtue of Executives death, the date of death and (ii) in all other cases, the date as of which a termination of Executives employment becomes effective in accordance with the provisions of Section 3.1(d).
2.6. Disability means any physical or mental illness or infirmity of Executive (expressly excluding habitual use of alcohol or drugs) that causes Executive to be substantially unable to perform Executives duties with the Company (i) for any period of one hundred twenty (120) consecutive days, (ii) for two hundred seventy (270) days, whether or not consecutive, in any period of three hundred sixty five (365) days, despite provision by the Company of reasonable accommodations as required by law, or (iii) at such earlier time as Executive submits or the Company receives satisfactory medical evidence that Executive has a physical or mental disability or infirmity which will likely prevent him from returning to the performance of Executives work duties for four (4) months or longer. In the event of any dispute regarding the determination of the Employees disability, such determination shall be made by a physician selected by the Company, at the Companys sole expense, in consultation with the Employees primary treating physician; provided, however, that the Employees Disability shall be conclusively presumed if such determination is made by an insurer providing disability insurance coverage to the Employee or the Company in respect of the Employee.
2.7. Good Reason means the occurrence, without Executives express prior written consent, of any of the following:
(a) a material diminution in Executives authority, duties, or responsibilities, other than a reduction attributable to Executives continued failure to substantially perform Executives duties with the Company or to accommodate Executives physical or mental illness or infirmity;
2
(b) a material diminution in Executives base salary, except with respect to across-the-board salary reductions generally implemented for certain levels of management employees of the Company; or
(c) a change in location of Executives office within the two-year period on and after a Change in Control, that is fifty (50) miles or more from the office where Executive was located as of the Effective Date;
but only if (i) Executive delivers a written notice to the Company within thirty (30) days of the initial existence of such occurrence, which notice specifically identifies the occurrence and demands that it be remedied and (ii) if such occurrence is capable of being remedied, the Company fails to remedy the same within thirty (30) days after receiving such written notice or, if the same is not capable of being remedied within such period of time, the Company fails to commence diligently to seek to remedy the same within such period and thereafter to continue to seek to remedy such failure until remedied.
For the avoidance of doubt, any prospective action that would, if actually taken or implemented, constitute Good Reason through the application of (a) through (c) above (after the expiration without cure of the applicable notice and cure period provided for above) shall not in any event be deemed to have occurred unless and until such action is actually taken or implemented.
2.8. Separation from Service means a termination of Executives employment that constitutes a separation from service under Section 409A of the Code.
Section 3. TERMINATION AND COMPENSATION UPON TERMINATION
3.1. In General.
(a) Termination by Company. The Company (acting through the Chief Executive Officer or the Board) may at any time elect to terminate Executives employment by delivery of a notice of termination to Executive for any reason (including on account of Disability) or no reason, with or without Cause.
(b) Termination by Executive. Executive may elect to terminate Executives employment by delivery of a notice of termination (i) with Good Reason, in accordance with the provisions of Section 2.7, or (ii) for any other reason (including on account of Disability) or no reason, at any time.
(c) Notice of Termination. Any termination of Executives employment, whether by the Company or by Executive, shall be communicated by written notice of termination to the other party in accordance with the terms of Section 5.5. The notice of termination shall state the specific termination provision in this Agreement relied upon and set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executives employment under the provision so indicated and shall state an effective date of termination that complies with the requirements of subsection (d).
3
(d) Effective Date of Termination. Unless otherwise agreed upon in writing by the Company and Executive:
(i) the effective date of termination of Executives employment in the case of a termination of Executives employment by the Company for any or no reason shall not be more than ninety (90) days after the date the notice of termination is given by the Company;
(ii) the effective date of termination in the case of a termination of Executives employment by Executive for any reason shall not be less than thirty (30) nor more than thirty-five (35) days after the date the notice of termination is given by Executive.
(e) All payments made to or in respect of Executive pursuant to this Section 3 shall be made in a cash lump sum within thirty (30) days following the Date of Termination, except where this Agreement (or the plan pursuant to which such payment is to be made) provides otherwise. No amounts that are deferred compensation within the meaning of Section 409A of the Code and that are payable under this Agreement as a result of Executives termination of employment shall be payable to Executive unless Executives termination of employment also constitutes a Separation from Service.
3.2. Death, Disability, Termination for Cause, or Resignation without Good Reason. Executives employment shall be terminated automatically on the date of Executives death or Disability. Upon such a termination of employment, or upon a termination of employment by the Company for Cause, or upon a termination of employment by Executive without Good Reason, the Company shall pay to Executive (or, in the event of Executives death, to Executives beneficiary or estate), when the same would otherwise have been due, the base salary and any bonus then payable through the Date of Termination and shall have no further obligations under this Agreement.
3.3. Termination Without Cause or With Good Reason. If Executives employment is terminated by the Company without Cause or by Executive for Good Reason, the Company shall pay to Executive:
(a) when the same would otherwise have become due and payable, the base salary and any bonus then payable through the Date of Termination (without regard to any reduction therein constituting Good Reason within the meaning of Section 2.7(b)), plus
(b) an amount of severance pay equal to one (1) times the amount of Executives annual base salary as in effect on the Date of Termination (without regard to any reduction therein constituting Good Reason within the meaning of Section 2.7(b)), which amount shall be paid in twenty-four (24) consecutive equal semi-monthly installments, commencing not later than the first day of second calendar month following the Date of Termination and continuing thereafter until paid in full. In the event that any payments due under this subsection (b) constitute deferred compensation within the meaning of Section 409A of the Code, Executives right to receive a series of installment payments shall be treated as a right to a series of separate payments.
4
In addition, if Executives employment is terminated by the Company without Cause or by Executive for Good Reason all of Executives options and restricted stock that vest based on the passage of time shall vest immediately (to the extent not previously vested) without regard to whether or not any of the conditions specified therein have been achieved.
3.4. Cost of COBRA Continuation Coverage. If and to the extent that Executive, following a termination of Executives employment described in Section 3.3, properly and timely elects (on behalf of Executive and Executives qualified beneficiaries) continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA) with respect to the Companys group health plan, Executive shall pay the then-current portion of the cost of such coverage that would be payable by the Companys similarly situated active employees and the Company shall pay the balance of such then-current costs as long as and for the period during which the Company remains obligated for continuing payments under Section 3.3(b) (without regard to any acceleration by the Company of such payments). The Company shall be authorized to deduct from the installments to be paid under Section 3.3 Executives then-current share of the cost of such coverage. The Companys subsidy of such group health plan coverage shall terminate upon the earlier of (1) the date of termination of COBRA continuation coverage and (2) the payment in full by the Company of its obligations under Section 3.3(b) (without regard to any acceleration by the Company of such payments), whereupon Executive shall be fully responsible for the cost of continuing coverage and benefits, if any.
3.5. General Release Agreement. The obligations of the Company to make the payments and provide the benefits described in Sections 3.3 and 3.4 are expressly conditioned upon Executives signing and delivering to the Company, not later than thirty (30) days after the Date of Termination (or such longer period, to the extent required by law), and thereafter not revoking, a valid general release agreement in substantially the form attached hereto as Attachment A. Any breach of Executives nondisclosure, nonsolicitation, or noncompetition obligations to the Company that has or is reasonably likely to have a material and adverse effect on the Company shall, in addition to all other remedies available to Company, result in the immediate release of the Company from any obligation it would otherwise have to make further payments or provide further benefits under this Agreement. Executive expressly acknowledges that the Company is prepared to vigorously enforce these promises and that violation of Executives obligations could result in an award of damages or other legal remedies against Executive and Executives subsequent employers.
3.6. Limitation.
(a) Notwithstanding the foregoing:
(i) In the event that it shall be determined that any payment or distribution from the Company, any affiliate, or trusts established by the Company or by any affiliate to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, and with a payment including, without limitation, the vesting of an option or other non-cash benefit or property) (a Payment) would be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Code, or any successor provision, then the aggregate present value of amounts payable or
5
distributable to or for the benefit of Executive pursuant to this Agreement (Agreement Payments) shall be reduced (but not below zero) to the Reduced Amount. For purposes of this paragraph, the Reduced Amount shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible because of said Section 280G of the Code. The determination to be made hereunder shall be made within twenty (20) days after the date of termination by the accounting firm that is then acting as auditor for the Company (the Accounting Firm), which shall provide detailed calculations thereof to the Company and to Executive, provided, however, that Executive shall elect which and how much of the Agreement Payments shall be reduced consistent with such calculations. The determination to be made by the Accounting Firm shall be binding upon the Company and Executive unless each of the following occurs: (i) within fifteen (15) days of the date of such determination, either party gives to the other party a written legal opinion from a nationally recognized law firm stating that there is a substantial possibility that the Internal Revenue Service will reach a conclusion different from that reached by the Accounting Firm; (ii) either party, within fifteen (15) days of the date of such letter, seeks a private letter ruling from the Internal Revenue Service; and (iii) the Internal Revenue Service issues a private letter ruling reaching a conclusion different from that reached by the Accounting Firm. A private letter ruling by the Internal Revenue Service issued under these circumstances shall be binding upon the Company and Executive. Present value, for purposes of the calculations under this Section 3.6, shall be determined in accordance with Section 280G(d)(4) of the Code. Notwithstanding anything in this Section 3.6 to the contrary, to the extent any of the payments or benefits provided under the Agreement are reduced in accordance with the provisions of this Section, payments and benefits that do not constitute deferred compensation within the meaning of Section 409A of the Code shall be reduced first.
(ii) As a result of uncertainty in the application of Section 280G of the Code at the time of any initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments will have been paid or distributed by the Company which should not be so paid or distributed (Overpayment) or that additional Agreement Payments which were not paid or distributed by the Company could have been so paid or distributed (Underpayment), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company promptly upon receiving notice of such Overpayment together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by Executive to the Company (or if paid by Executive to the Company shall be returned to Executive) if and to the extent such payment would not reduce the amount which is nondeductible under Section 280(G) of the Code or which is subject to taxation under section 4999 of the Code. In the event that the Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.
(b) To the extent that any cash payments due under Section 3.3 or Section 3.4: (i) constitute deferred compensation subject to the requirements of Section 409A of the Code, (ii) are payable to an Executive who is a specified employee (as defined in Section 409A) as a result of Executives Separation from Service, and (iii) would be payable
6
during the six (6) month period following Executives Separation from Service, such payments shall be suspended and accumulated by the Company and paid out to Executive on the first business day following the date that is six (6) months after Executives Separation from Service. In determining whether any cash payments due under Section 3.3 or Section 3.4 are deferred compensation within the meaning of Section 409A, the parties agree, to the greatest extent possible under the Treasury Regulations promulgated under Section 409A, to make use of any exemptions available under Section 409A, including the short-term deferral exemption, the separation pay exemption, and the limited payment exemption.
3.7. Termination Obligations.
(a) Executive hereby acknowledges and agrees that all Company Property and Materials furnished or made available to or acquired by Executive in the course of or incident to Executives employment, belong to the Company and shall be promptly returned to the Company upon termination of Executives employment for whatever reason. Company Property and Materials for such purpose includes (i) all electronic devices owned, leased, or made available by the Company for Executives use, including personal computers, fax machines, cellular telephones, pagers, and tape recorders, and (ii) all books, manuals, records, reports, notes, contracts, lists, blueprints, maps and other documents, or materials, or copies thereof (including computer files) belonging to, and all other proprietary information relating to the business of, the Company. Following termination, Executive will not retain any written or other tangible material containing any proprietary information of the Company and, upon request, will confirm Executives compliance with this subsection in writing.
(b) Executives obligations under this Section 3.7 and Section 4 (including but not limited to the confidentiality provisions set forth in Section 4.1) shall survive termination of Executives employment and the expiration of this Agreement.
(c) Upon termination of Executives employment, Executive will be deemed to have resigned from all offices and directorships then held with the Company or any of its affiliates.
3.8. No Duty to Mitigate. No amount due to Executive under this Agreement by virtue of the termination of Executives employment (other than payments to be provided in respect of health benefits to the extent that Executive is entitled to similar benefits by virtue of new employment) shall be reduced by or on account of any compensation received by Executive as the result of employment by another employer.
Section 4. RESTRICTIVE COVENANTS
4.1. Confidentiality. In the performance of Executives duties for the Company, Executive shall abide by and be bound by the Companys Code of Business Conduct and Ethics, including the confidentiality and nonsolicitation restrictions set forth therein. In addition and not in lieu or in substitution therefor, Executive shall not, during Executives employment or at any time thereafter, directly or indirectly, disclose or make available to any person for any reason or purpose whatsoever, any Confidential Information (as defined below). Executive agrees that, upon termination of Executives employment with
7
the Company, all Confidential Information in Executives possession that is in written or other tangible form (together with all copies or duplicates thereof, including computer files), whether or not otherwise included among the Personal Property required to be returned pursuant to Section 3.7(a), shall be returned to the Company and shall not be retained by Executive or furnished or disclosed to any third party in any form except as provided herein; provided, however, that Executive shall not be obligated to treat as confidential any information that (i) was publicly known at the time of disclosure to Executive, (ii) becomes publicly known or available thereafter other than by virtue of a violation of this Agreement or any other duty owed to the Company by Executive, or (iii) is lawfully disclosed to Executive by a third party. As used in this Agreement the term Confidential Information means otherwise valuable and unique nonpublic information disclosed to Executive or known by Executive as a consequence of or through Executives relationship with the Company, including information about the customers, vendors, employees, consultants, business methods, public relations methods, organization, procedures, business plans, or finances, of the Company or its affiliates, whether or not such information constitutes a trade secret under applicable law.
4.2. Noncompetition.
(a) Competitive Activity. In addition to the restrictions contained in the Companys Code of Business Conduct and Ethics, Executive agrees that Executive shall not, without the prior written consent of the Company (as may be communicated through the Companys Chief Executive Officer or the Board):
(i) During the period Executive is employed by the Company (the Employment Period) and during the Restriction Period (as defined in subsection (c)), directly or indirectly, engage or participate in (as an owner, partner, stockholder, employee, director, officer, agent, consultant or otherwise), with or without compensation, any business enterprise that is directly or indirectly engaged in the business of manufacturing wire and cable in the United States and in any other countries or territories where the Company sells its products (x) during the Employment Period, as it is being conducted while Executive is employed by the Company or (y) during the Restriction Period, as it was being conducted at the time of the termination of Executives employment (each a Competitive Business);
(ii) During the Restriction Period, directly or indirectly, solicit or attempt to persuade any person who was, at any time within the two (2) year period before Executives Date of Termination, an employee or independent contractor of the Company, to terminate his, her, or its relationship with the Company; or
(iii) During the Restriction Period, directly or indirectly, employ, hire, or retain any person who was an employee of the Company at any time within the one (1) year period before Executives Date of Termination.
For the avoidance of doubt and without limitation, subsection (i) above is intended, among other things, to prohibit, during the Employment Period and Restriction Period, the solicitation by Executive of any customer, client, or vendor of the Company for the benefit of or in furtherance of a Competitive Business and the engagement or participation of Executive by or with any business that solicits or engages in business with any customer, client, or vendor of the Company in furtherance of a Competitive Business.
8
(b) Notwithstanding the foregoing, Executive may own up to a five percent (5%) interest in a publicly traded corporation or other person engaged in a Competitive Business.
(c) For purposes hereof, Restriction Period means the period beginning upon the Date of Termination and ending on the first anniversary thereof.
4.3. Remedies for Breach. Executive acknowledges that the provisions of Sections 4.1 and 4.2 are reasonable and necessary for the protection of the Company and that the Company may be irrevocably damaged if these provisions are not specifically enforced. Accordingly, Executive agrees that, in addition to any other legal or equitable relief or remedy available to the Company, the Company shall be entitled to seek and may obtain an appropriate injunction or other equitable remedy for the purposes of restraining Executive from any actual or threatened breach of or otherwise enforcing these provisions (and that no bond or security shall be required in connection therewith), together with an equitable accounting of all earnings, profits, and other benefits arising from such violation, which rights shall be cumulative.
4.4. Modification. If a court determines that any of the restrictions contained in Section 4.1 or Section 4.2 is unreasonable in terms of scope, duration, geographic area, or otherwise, or any provision in Section 4.1 or Section 4.2 is otherwise illegal, invalid, or unenforceable, then such restriction or provision, as applicable, shall be reformed to the extent necessary so that the same shall be rendered enforceable to the fullest extent otherwise permissible under applicable law, and the parties hereto do hereby expressly authorize any such court to so provide.
Section 5. GENERAL PROVISIONS
5.1. Termination of Prior Agreements. The parties hereby agree that any and all prior agreements between Executive and the Company with respect to severance payments or benefits are hereby terminated as of the date hereof, and any and all such agreements shall be of no further force and effect from and after the date hereof and the parties shall be released from any further obligations thereunder. The foregoing, however, shall not be deemed to abrogate or otherwise affect any of Executives obligations under the Companys Code of Business Conduct and Ethics as heretofore or hereafter in effect or any other restrictive covenant binding upon Executive.
5.2. Certain Rules of Construction.Number. The definitions contained in Section 2 and elsewhere in this Agreement shall be equally applicable to both the singular and plural forms.
(b) Including; Or. The word including means and shall be read as including but not limited to and the word or means or in the nonexclusive sense, i.e., either and or or.
9
(c) Section and Subsection References. Except as otherwise specified herein, references in this Agreement to Sections, subsections, and paragraphs are references to the Sections, subsections, and paragraphs of this Agreement.
(d) Headings. The headings of the Sections, subsections, and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or affect the construction hereof.
(e) Herein. Words such as herein, hereinafter, hereof, and hereunder refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.
(f) Person. Except as may be expressly provided otherwise herein, the word person includes an individual, corporation, general or limited partnership, joint venture, limited liability company, business trust, firm, association, or other form of business entity.
5.3. Successors; Binding Agreement.
(a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement before the effectiveness of any such succession shall be a breach of this Agreement. Unless expressly provided otherwise, Company as used herein means the Company as defined in this Agreement and any successor to its business or assets as aforesaid.
(b) This Agreement may not be assigned by Executive but shall inure to the benefit of and be enforceable by Executive and Executives personal or legal representatives, executors, administrators, heirs, distributees, devisees and legatees. If Executive dies while any amounts remains payable to Executive hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executives devisee, legatee, or other designee or, if there is no such designee, to Executives estate.
5.4. No Contract of Employment. Executive acknowledges that Executives employment with the Company is at will. This Agreement does not and is not intended to confer upon Executive any right of continued or future employment by the Company or any right to compensation or benefits from the Company except the rights specifically stated herein, and shall not limit the right of the Company to terminate Executives employment at any time with or without Cause.
10
5.5. Notices. All notices, demands, and other communications required or permitted by this Agreement shall be in writing and shall be deemed to have been duly given (i) when personally delivered, (ii) when transmitted by telecopy, electronic, or digital transmission with receipt confirmed, (iii) one day after delivery to an overnight air courier guaranteeing next day delivery, or (iv) upon receipt if sent by certified or registered mail. In each case, notice shall be addressed as follows:
If to Executive: | As set forth below Executives signature | |||
to this Agreement | ||||
If to the Company: |
Coleman Cable, Inc. | |||
1530 Shields Drive | ||||
Waukegan, Illinois 60085 | ||||
Attention: Chief Executive Officer |
or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon actual receipt.
5.6. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. A counterpart signature page delivered by fax or other electronic means shall be as effective as the original thereof.
5.7. Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of Illinois (without regard to any provision that would result in the application of the laws of any other state or jurisdiction).
5.8. Nondisparagement. The Company and Executive agree that neither will knowingly make any false statement intended or reasonably likely to disparage or defame the other to any person not a party to this Agreement relating to the employment relationship between the Company and Executive, the Companys business, or Executives performance.
5.9. ARBITRATION OF DISPUTES.
(a) Any claims (including counterclaims and cross-claims) and disputes between the parties arising out of or in any way relating to this Agreement or Executives employment with the Company shall (except as permitted by subsection (b)) be resolved by submission to binding arbitration before a single neutral arbitrator, who shall be a member of the Bar of the State of Illinois, in accordance with the Commercial Arbitration Rules and Procedures of the American Arbitration Association (AAA) then in effect. Such arbitration shall be held in Chicago, Illinois.
(b) Notwithstanding subsection (a) or any other provision of this Agreement, either party shall have the right to apply to a court having appropriate jurisdiction to seek injunctive or other equitable or nonmonetary relief, on either an interim or permanent basis, in respect of any claim arising out of or in connection with this Agreement or Executives employment with the Company.
5.10. Attorneys Fees. If any legal action, arbitration, or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, or default in connection with any of the provisions of this Agreement, the prevailing party (as determined by the court or arbitrator) shall be entitled to recover reasonable attorneys fees
11
and other costs incurred in such action, arbitration, or other proceeding, including any appeal thereof, in addition to any other relief to which such party may be entitled. Any award of attorneys fees or costs to Executive shall not affect the award of any attorneys fees or costs eligible for reimbursement in any other calendar year, and all such reimbursements must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred.
5.11. Entire Agreement; Amendments. This Agreement contains the entire agreement and understanding between the Company and Executive with respect to the subject matter hereof, and no representations, promises, agreements, or understandings, written or oral, not herein contained shall be of any force or effect. This Agreement shall not be changed unless in writing and signed by both Executive and the Company.
5.12. Executives Acknowledgment. Executive acknowledges (i) that Executive has had the opportunity to consult with independent counsel of Executives own choice concerning this Agreement, and (ii) that Executive has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on Executives own judgment.
5.13. Section 409A Compliance. Notwithstanding any provision of this Agreement to the contrary, the payments provided by this Agreement are intended to be exempt from or comply with Section 409A of the Code and the interpretive guidance thereunder. The Agreement shall be construed and interpreted in accordance with such intent.
12
IN WITNESS WHEREOF, the parties have executed this Severance and Restrictive Covenant Agreement as of the date and year first above written.
COLEMAN CABLE, INC. | ||
By: | /s/ G. Gary Yemtan | |
Its: | Chief Executive Officer | |
EXECUTIVE: | ||
/s/ Alan C. Bergshneider | ||
Name: Alan C. Bergschneider |
13
[To be reviewed by Company counsel before use]
ATTACHMENT A
GENERAL RELEASE AGREEMENT
THIS GENERAL RELEASE AGREEMENT (Release Agreement) is made and entered into this day of , 20 , to be effective as of (the Effective Date), by and between COLEMAN CABLE, INC. (the Company), and , a resident of the State of [Illinois] (Executive).
1. | The termination of your employment with the Employer will be effective [Date of Termination] (the Termination Date). |
2. | In consideration of the Companys agreement to provide you with the severance pay and benefits (the Severance Payments) described in the Severance and Restrictive Covenant Agreement dated (the Severance Agreement), to which you are not otherwise legally entitled and the sufficiency of which you acknowledge, you agree to comply with the terms of this Release Agreement and to continued compliance with the confidentiality and restrictive covenant provisions of the Severance Agreement. You understand and agree that the Severance Payments are expressly conditioned upon your compliance with the terms of this Release Agreement and continued compliance with the confidentiality and restrictive covenant provisions of the Severance Agreement. Should you violate any material term of this Release Agreement or the Severance Agreement, you will not receive any further payments from the Company under either agreement and shall be obligated to repay to the Company any and all amounts received hereunder that, absent the execution of this Release Agreement, you would not otherwise have been legally entitled to receive. This Paragraph shall not limit the Companys right to recover damages or obtain any other legal or equitable relief to which it may be entitled by law. |
3. | You represent and warrant that you are the sole owner of the actual or alleged claims, demands, rights, causes of action and other matters relating to your employment with the Employer or the cessation of your employment that are released herein; that the same have not been assigned, transferred or disposed of by fact, by operation of law, or in any manner whatsoever; and that you have the full right and power to grant, execute, and deliver the releases, undertakings and agreements contained herein. You further represent and warrant that you have not filed or initiated any legal, equitable, administrative or any other proceedings against any of the Released Parties (as defined in Paragraph 4(a), below), and that no such proceeding has been filed or initiated on your behalf. |
4. | (a) You and anyone claiming through you, including your past, present, and future spouses, family members, estate, heirs, agents, attorneys or representatives each hereby release, forever discharge, and agree not to sue the Company or any and all of Companys past, present and/or future partners, shareholders, officers, directors, employees, agents, |
A-1
attorneys, divisions, parents, subsidiaries, affiliates, predecessors, successors, joint ventures, related companies, administrators, heirs, executors, assigns, insurers and employee benefit or welfare plans, and any of their administrators or trustees or any of its divisions, affiliates, related entities or subsidiaries, or their trustees, fiduciaries, administrators, members, directors, officers, agents, employees, attorneys and the predecessors, successors and assigns of each of them (hereinafter jointly referred to as the Released Parties), from any and all claims or causes of action, known or unknown, that Executive has or may have against the Released Parties as of the date on which Executive signs this Agreement, including, but not limited to those relating to Executives employment, the termination of Executives employment, and any claim of discrimination, harassment, retaliation or wrongful discharge arising under any state, federal or common law, including but not limited to, any claims arising under Title VII of the Civil Rights Act of 1964 as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000(e), et seq.; the Federal Age Discrimination in Employment Act as amended by the Older Workers Benefit Protection Act of 1990 (ADEA), 29 U.S.C. § 623, et seq.; the Americans with Disability Act, 42 U.S.C. § 12101, et seq.; the Civil Rights Act of 1866 (42 U.S.C. § 1981); the Fair Labor Standards Act of 1938, 29 U.S.C. § 201, et seq.; the Consolidated Omnibus Budget Reconciliation Act of 1985, 42 U.S.C. § 1395(c); Executive Order 11246; § 503 of the Rehabilitation Act of 1973, 29 U.S.C. §§ 701, et seq.; the Family and Medical Leave Act, 29 U.S.C. §§ 2601, et seq.; the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1132(a)(1)(B), et seq.; the Fair Credit Reporting Act, 15 U.S.C. § 1681, et seq.; the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101, et seq.; Sarbanes-Oxley Act of 2002, Public Law 107-204, including whistleblowing claims under 18 U.S.C. §§ 1514A and 1513(e); the Illinois Human Rights Act, 775 ILCS 5/1-103, et seq.; the Cook County Human Rights Ordinance, Ord. No. 93-0-13; the Illinois Wage Payment and Collection Act, 820 ILCS 115/1, et seq.; the United States Constitution, including any rights of privacy thereunder; claims for breach of express or implied contract, including breach of the covenant of good faith and fair dealing; claims for discrimination or harassment of any kind; claims for defamation or other personal or business injury of any kind; claims for unpaid wages, medical expenses, or other benefits or compensation, except as expressly provided in Paragraph 4(c) of this Release Agreement; any claims arising out of any and all employee handbooks, policy and procedure manuals, and other policies and practices of the Company and the Released Parties; claims for attorneys fees and costs; and any and all claims arising under any other federal, state, local, foreign or international laws, statutes, regulations, or ordinances, as well as any and all common law legal or equitable claims to any form of legal or equitable relief, damages, compensation or benefits (except as expressly provided in Paragraph 4(c) of this Release Agreement). |
(b) You represent that, as of the date you sign this Release Agreement you have no charges, claims or lawsuits of any kind pending against Company or the Released Parties that would fall within the scope of the release set forth in Paragraph 4(a) above.
(c) Notwithstanding the foregoing, Company and Executive agree that the release set forth in Paragraph 4(a) above shall not apply to any claims arising after the date Executive signs this Agreement, nor shall anything herein prevent either party from instituting any action to enforce the terms of this Agreement. In addition, the parties
A-2
agree that nothing herein shall be construed to prevent Executive from enforcing Executives rights, if any, under the Employee Retirement Income Security Act of 1974, to recover any vested benefits. Further, the parties agree that nothing herein shall preclude Executive from challenging the validity of the Agreement under the ADEA. Finally, the parties agree and acknowledge that the release set forth in Paragraph 4(a) above shall not be construed to prevent Executive from participating in or cooperating with any state or federal agency investigation or charge of discrimination. However, Executive understands and agrees that Executive is releasing the Released Parties from any and all claims by which Executive is giving up the opportunity to recover any compensation, damages, or any other form of relief in any proceeding brought by Executive or on Executives behalf.
6. | You are aware that hereafter there may be discovery of claims or facts in addition to or different from those now known or believed to be true with respect to the matters addressed herein. Nevertheless, it is the parties intention to settle and release fully, finally and forever all such matters and claims relative to your employment and association with the Released Parties and the termination thereof which do now exist, may exist, or heretofore have existed relating to such matters (except as may be specifically excluded herein). In furtherance of this intention, the releases given herein shall be and remain in effect as a full and complete release of all such matters, notwithstanding the discovery or existence of any additional or different claims or facts relative to your employment, termination of employment or association of the Released Parties. |
7. | You agree never to sue any Released Party in any forum for any claim covered by the above waiver and release language, except that you may bring a claim under the ADEA to challenge this Release Agreement or enforce your rights hereunder. If you violate this Release Agreement by suing any Released Party, other than as described in the preceding sentence, you shall be liable to the Company and the Released Parties for their reasonable attorneys fees and other litigation costs incurred in defending against such a suit. Nothing in this Release Agreement is intended to reflect any partys belief that your waiver of claims under ADEA is invalid or unenforceable, it being the intent of the parties that such claims are waived. |
8. | You agree that you have no present or future right to employment with any of the Released Parties. |
9. | Except as necessary to comply with the terms of this Release Agreement, the terms of this Release Agreement, the substance of any negotiations leading up to this Release Agreement, and any matters concerning your separation from employment with the Company shall be kept confidential by you. You warrant and represent that you will not reveal or engage in any conduct that might reveal the terms of this Release Agreement to anyone except members of your immediate family, your attorney, and your tax advisor, except as disclosure of such matters may be required by law. Notwithstanding anything to the contrary in this Release Agreement, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the contemplated transaction and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and tax structure. |
A-3
10. | This Release Agreement does not constitute an admission by the Released Parties of any violation of any federal, state, local or common law, regulation, ordinance or executive order. The Released Parties expressly deny any such violation. This Release Agreement was entered into by the parties solely to avoid litigation and/or arbitration. |
11. | If any provision of this Release Agreement is determined by a court of competent jurisdiction to be unenforceable in any respect, then such provision shall be deemed limited and restricted to the maximum extent that the court shall deem the provision to be enforceable, or, in the event that this is not possible, the provision shall be severed and all remaining provisions shall continue in full force and effect. However, in the event that the waiver or release of any claim is found to be invalid or unenforceable and cannot be modified as aforesaid, then you agree that you will promptly execute any appropriate documents presented by the Company that would make the waiver or release valid and enforceable to the maximum extent permitted by law. The invalidity or unenforceability of any provision of this Release Agreement shall not affect the validity or enforceability of any other provision hereof. |
12. | This Release Agreement and the Severance Agreement constitute the complete understanding and agreement between the Company and Executive regarding the subject matter hereof, and supersede all prior discussions, negotiations and agreements, written or oral, between the parties concerning such subject matter. The terms and conditions of this Release Agreement may be modified and amended only by a written instrument signed by the parties to this Release Agreement. In the event of a conflict between this Release Agreement and the Severance Agreement, this Release Agreement shall govern. |
13. | This Release Agreement shall in all respects be construed in accordance with and governed by the laws of the State of Illinois (without regard to any provision that would result in the application of the laws of any other state or jurisdiction). In the event of any dispute or claim relating to or arising out of the Severance Agreement or this Release Agreement, Executive and the Company agree that all such disputes shall be subject to arbitration, as set forth in Section 5.9 of the Severance Agreement. |
14. | By signing this Release Agreement, you acknowledge and represent that: |
a. | you have thoroughly read and understand this Release Agreement, including but not limited to the waiver of claims in Paragraph 4; |
b. | you have been given at least [twenty-one (21)][forty-five (45)] days to consider the terms of this Release Agreement [if a RIF, add: and the information conveyed in Exhibit 1], even if you have decided to execute the Release Agreement before the expiration of the [twenty-one (21)][forty-five (45)] days; |
c. | you have been advised to seek legal counsel concerning the terms of this Release Agreement before signing it and have had ample opportunity to do so; |
A-4
d. | you signed this Release Agreement knowingly and voluntarily, without duress or reservation of any kind; |
e. | you are not waiving any claims or rights that may arise after you execute this Release Agreement; and |
f. | you understand that this Release Agreement and the Severance Agreement provide consideration greater than that to which you would already be entitled; and |
g. | you have the right to revoke this Release Agreement within seven (7) days of signing it by providing written notice of that revocation to the Company to the attention of [insert name and title], it being understood that such revocation must be received by [insert name and title] during the seven-day period to be effective. |
If you agree to the terms set forth above, please sign, date and return the enclosed copy of this Release Agreement to the Company, on or before [insert return date].
IN WITNESS WHEREOF, the parties have executed this Release Agreement effective as of the date first above written.
COLEMAN CABLE, INC. | [EXECUTIVES NAME] | |||||||||
By: |
||||||||||
Its: |
A-5
Exhibit 10.2
March 7, 2013
Mr. Richard Burger
850 Gloucester Crossing
Lake Forest, IL 60045
Dear Rich:
The purpose of this letter agreement is to confirm the terms by which you will continue to be engaged by Coleman Cable, Inc. (the Company) as a part-time employee, following your retirement from the position of Chief Financial Officer, to assist in providing an effective transition of your executive responsibilities as former Chief Financial Officer. The key terms of your employment shall be as follows:
1. Term and Termination. Your voluntary retirement from the position of Chief Financial Officer shall become effective on March 29, 2013 (the Retirement Date). Following the Retirement Date, you shall continue to serve as an employee of the Company in part-time status through December 31, 2013 (the Term) in the position of Special Assistant to the Chief Executive Officer. Notwithstanding the foregoing, the Company may terminate the Term for Cause, as such term is defined in the Amended and Restated Employment Agreement between you and the Company dated December 29, 2008 (the Employment Agreement).
2. Services. During the Term, you agree to provide transition and other related services to the Chief Executive Officer and the Company in order to assist in providing an effective transition of your executive responsibilities as former Chief Financial Officer. You shall diligently and competently perform such services and use reasonable efforts in connection with the performance of such services. During the Term, you shall not be expected to work in excess of 40 hours per month.
3. Compensation. As compensation for your services as Special Assistant to the Chief Executive Officer during the Term, the Company will pay you a total amount of $90,000, payable in accordance with the Companys regular payroll schedule and practices beginning April 2013. For the avoidance of doubt, you will be entitled to no additional compensation for your services following the Retirement Date except as set forth in this section. The Company may withhold from any amounts payable under this letter agreement such federal, state, local and other taxes as are required to be withheld pursuant to any applicable laws or regulations.
4. Employment Agreement. You and the Company hereby acknowledge and agree that this letter agreement with respect to your part-time employment following the Retirement Date sets forth the entire understanding between you and the Company with respect to the subject matter hereof. All prior agreements, understandings, and obligations between you and the Company with respect to the subject matter hereof, including the Employment Agreement, are terminated as of the Retirement Date and shall be superseded by this letter agreement as of
Mr. Richard Burger
March 7, 2013
Page 2 of 3
the Retirement Date. Notwithstanding the foregoing, you and the Company hereby expressly agree that the terms of the Employment Agreement relating to confidentiality and non-competition shall continue during the Term and thereafter in accordance with the terms of the Employment Agreement. Further, you and the Company hereby acknowledge and agree that all payments and benefits to which you may be entitled under the terms of any Company employee benefit plans and programs following your transition to part-time employment status shall be governed by the terms and conditions of such plans and programs.
5. Expense Reimbursement. The Company shall reimburse you for all reasonable business expenses properly incurred by you in the ordinary course of performing your duties and responsibilities hereunder, subject to the Companys normal and customary practices and policies as are in effect from time to time with respect to travel, entertainment and other business expenses (including the Companys reasonable requirements with respect to prior approval, reporting and documentation of such expenses).
6. Future Cooperation. In connection with any and all claims, disputes, negotiations, investigation, lawsuits or administrative proceedings involving the Company, you agree to make yourself available, upon reasonable notice from the Company, and without the necessity of subpoena, to provide information or documents, provide declarations or statements to the Company, meet with attorneys or other representatives of the Company, prepare for and give depositions or testimony, and/or otherwise cooperate in the investigation, defense or prosecution of any or all such matters. Any reimbursement payable pursuant to this section shall be paid upon your request, in accordance with the Companys normal and customary practices and policies as are in effect from time to time. Notwithstanding anything in this letter agreement to the contrary, you and the Company agree that the obligations imposed upon you under this section shall survive the expiration of the Term.
7. Indemnity. The Company agrees that if you are made a party, or are threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that you are or were an employee of or acted on behalf of the Company, the Company shall indemnify, defend and hold you harmless to the fullest extent legally permitted against all cost, expense, liability and loss reasonably incurred or suffered by you in connection therewith. Your rights hereunder shall continue so long as you are subject to such liability, whether or not this Term may have terminated prior thereto.
8. Governing Law. This letter agreement will be governed by and construed in accordance with the laws of the State of Illinois.
* * *
Mr. Richard Burger
March 7, 2013
Page 3 of 3
Sincerely,
Coleman Cable, Inc.
/s/ Gary Yetman |
Gary Yetman |
Chief Executive Officer |
This letter agreement correctly reflects our understanding, and I hereby confirm my agreement to the same as of the date set forth above.
/s/ Richard N. Burger |
Richard N. Burger |
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: May 10, 2013 | /s/ G. Gary Yetman | |||||
Chief Executive Officer and President |
Exhibit 31.2
Certification
I, Alan C. Bergschneider, 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: May 10, 2013 | /s/ Alan C. Bergschneider | |||||
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 March 31, 2013, 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 10th day of May 2013.
/s/ G. Gary Yetman | /s/ Alan C. Bergschneider | |||
G. Gary Yetman | Alan C. Bergschneider | |||
Chief Executive Officer and President | Chief Financial Officer, Executive | |||
Vice President, Secretary and Treasurer |
Supplemental Guarantor Information (Tables)
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consolidating Statement of Income | COLEMAN CABLE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2013
COLEMAN CABLE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2012
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consolidating Statement of Comprehensive Income | COLEMAN CABLE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2013
COLEMAN CABLE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2012
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consolidating Balance Sheet |
CONDENSED CONSOLIDATING BALANCE SHEET AS OF MARCH 31, 2013
COLEMAN CABLE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2012
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consolidating Statement of Cash Flows | COLEMAN CABLE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2013
COLEMAN CABLE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2012
|
Earnings Per Share - Additional Information (Detail)
In Thousands, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive options excluded from computation of earnings per share | 771 | 771 |
Total Borrowings (Detail) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
Debt Instrument [Line Items] | ||
Capital lease obligations | $ 663 | $ 695 |
Total debt | 323,490 | 323,839 |
Less current portion | (35,571) | (35,566) |
LONG-TERM DEBT | 287,919 | 288,273 |
Revolving Credit Facility
|
||
Debt Instrument [Line Items] | ||
Revolving Credit Facility expiring October 2016 | 50,000 | 50,430 |
9% Senior Notes due 2018
|
||
Debt Instrument [Line Items] | ||
9% Senior Notes due February 2018, including unamortized discount of $2,173 and $2,286, respectively | $ 272,827 | $ 272,714 |
Inventories (Detail) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
FIFO cost: | ||
Raw materials | $ 48,763 | $ 44,874 |
Work in progress | 5,557 | 3,391 |
Finished products | 62,079 | 64,325 |
Total | $ 116,399 | $ 112,590 |
Earnings Per Share (Tables)
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Components of Basic and Diluted Earnings Per Share | As of March 31, 2013 and 2012, 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:
|
Changes in Nonvested Shares (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
3 Months Ended |
---|---|
Mar. 31, 2013
|
|
Shares | |
Nonvested at January 1, 2013 | 558 |
Granted | 53 |
Vested | (94) |
Forfeited | |
Nonvested at March 31, 2013 | 517 |
Weighted-Average Grant-Date Fair Value | |
Nonvested at January 1, 2013 | $ 4.79 |
Granted | $ 9.44 |
Vested | $ 5.30 |
Forfeited | |
Nonvested at March 31, 2013 | $ 5.18 |
Condensed Consolidating Statement of Comprehensive Income (Parenthetical) (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
|
Condensed Financial Statements, Captions [Line Items] | ||
Foreign currency translation adjustments, tax | $ (78) | $ 67 |
Pension adjustments,tax | $ (1) |
Other (Income) Loss
|
3 Months Ended |
---|---|
Mar. 31, 2013
|
|
Other (Income) Loss | 16. OTHER (INCOME) LOSS We recorded other (income) loss of $(108) and $74 for the three months ended March 31, 2013 and 2012, respectively, primarily reflecting exchange rate impacts on our Canadian subsidiary. |
Debt - Additional Information (Detail)
In Thousands, unless otherwise specified |
3 Months Ended | 1 Months Ended | 1 Months Ended | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
Aug. 04, 2011
Senior Secured Revolving Credit Facility
|
Mar. 31, 2013
Senior Secured Revolving Credit Facility
USD ($)
|
Dec. 31, 2012
Senior Secured Revolving Credit Facility
USD ($)
|
Aug. 04, 2011
Senior Secured Revolving Credit Facility
Minimum
|
Aug. 04, 2011
Senior Secured Revolving Credit Facility
Maximum
|
Aug. 04, 2011
Senior Secured Revolving Credit Facility
CANADA
|
Aug. 04, 2011
Senior Secured Revolving Credit Facility
Domestic Subsidiaries
|
Aug. 04, 2011
Senior Secured Revolving Credit Facility
CHINA
|
Aug. 04, 2011
Senior Secured Revolving Credit Facility
Technology Research Corporation
Foreign Subsidiaries
|
Aug. 04, 2011
Senior Secured Revolving Credit Facility
Federal Funds Rate
|
Aug. 04, 2011
Senior Secured Revolving Credit Facility
Base Rate
Minimum
|
Aug. 04, 2011
Senior Secured Revolving Credit Facility
Base Rate
Maximum
|
Aug. 04, 2011
Senior Secured Revolving Credit Facility
Eurodollar Rates
Minimum
|
Aug. 04, 2011
Senior Secured Revolving Credit Facility
Eurodollar Rates
Maximum
|
Aug. 04, 2011
Senior Secured Revolving Credit Facility
Covenant Requirement
USD ($)
|
Aug. 04, 2011
Senior Secured Revolving Credit Facility
Covenant Requirement
Minimum
USD ($)
|
Aug. 04, 2011
Senior Secured Revolving Credit Facility
Covenant Requirement
UNITED STATES
USD ($)
|
Aug. 04, 2011
Senior Secured Revolving Credit Facility
Covenant Requirement
CANADA
CAD
|
Aug. 04, 2011
Senior Secured Revolving Credit Facility
Covenant Requirement
Real Estate
|
Aug. 04, 2011
Senior Secured Revolving Credit Facility
Covenant Requirement
Equipment
|
Aug. 04, 2011
Senior Secured Revolving Credit Facility
Letter of Credit
USD ($)
|
|
Debt Instrument [Line Items] | ||||||||||||||||||||||
Borrowing under revolving credit facility | $ 50,000 | $ 50,430 | ||||||||||||||||||||
Remaining Excess availability | 138,686 | 131,635 | 30,000 | |||||||||||||||||||
Debt instrument additional interest rate | 0.50% | 0.25% | 0.75% | 1.50% | 2.00% | |||||||||||||||||
Unused line fee | 0.25% | 0.50% | ||||||||||||||||||||
Line of credit facility, covenant terms | 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. | |||||||||||||||||||||
Fixed charge coverage ratio | 1.0 | |||||||||||||||||||||
Revolving credit facility agreement | 250,000 | |||||||||||||||||||||
Line of credit facility , covenant percentage of eligible accounts receivable | 85.00% | |||||||||||||||||||||
Line of credit facility , covenant percentage of eligible Inventory | 70.00% | |||||||||||||||||||||
Line of credit maximum borrowing capacity generated from inventory | 150,000 | 12,000 | ||||||||||||||||||||
Advance rate on sub limit for letter of credit | 75.00% | 85.00% | ||||||||||||||||||||
Line of credit facility, advance limit | $ 62,500 | $ 15,000 | ||||||||||||||||||||
Line of credit facility, guarantee description | Jointly and severally guaranteed fully and unconditionally by our 100% owned subsidiaries, CCI International, Inc., Patco, TRC, and WE | The Revolving Credit Facility is guaranteed by CCI International Inc. (“CCI International”), Technology Research Corporation (“TRC”) (excluding TRC’s 100%-owned foreign subsidiary, TRC Honduras, S.A. de C.V.), Patco Electronics (“Patco”), and WE, 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, Patco, and WE 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, Patco, and WE and 65% of the capital stock of our Canadian foreign subsidiary, but not our Chinese 100%-owned entity. | ||||||||||||||||||||
Percentage of ownership interest | 100.00% | 100.00% | 100.00% | |||||||||||||||||||
Percentage of capital stock | 65.00% |
Purchase Price Allocation to Identifiable Amortizable Intangible Assets along with Respective Weighted-Average Amortization Periods (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
Customer relationships
|
Mar. 31, 2013
Trademarks and trade names
|
Mar. 31, 2013
Developed technology
|
Mar. 31, 2013
Backlog
|
Mar. 31, 2013
Watteredge
|
May 31, 2012
Watteredge
|
Mar. 31, 2013
Watteredge
Customer relationships
|
Mar. 31, 2013
Watteredge
Trademarks and trade names
|
Mar. 31, 2013
Watteredge
Developed technology
|
Mar. 31, 2013
Watteredge
Backlog
|
|
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||
Finite-lived intangible assets, weighted-average amortization period | 6 years | 6 years | 3 years | 1 year | ||||||
Business acquisition, purchase price allocation, amortizable intangible assets | $ 17,020 | $ 17,020 | $ 9,000 | $ 6,600 | $ 970 | $ 450 |
Fair Value Disclosure (Tables)
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Assets Measured at Fair Value on Recurring Basis | Financial assets measured at fair value on a recurring basis are summarized below:
|
Optional Redemption (Detail)
|
Mar. 31, 2013
|
Dec. 31, 2012
|
||||
---|---|---|---|---|---|---|
Debtor Optional Redemption Period 1
|
||||||
Debt Instrument [Line Items] | ||||||
Optional redemption Beginning Date | Feb. 15, 2014 | [1] | ||||
Optional redemption Percentage | 104.50% | [1] | ||||
Debtor Optional Redemption Period 2
|
||||||
Debt Instrument [Line Items] | ||||||
Optional redemption Beginning Date | Feb. 15, 2015 | [1] | ||||
Optional redemption Percentage | 102.25% | [1] | ||||
Debtor Optional Redemption Period 3
|
||||||
Debt Instrument [Line Items] | ||||||
Optional redemption Beginning Date | Feb. 15, 2016 | [1] | ||||
Optional redemption Percentage | 100.00% | [1] | ||||
|
Business Segment Information - Additional Information (Detail)
|
3 Months Ended |
---|---|
Mar. 31, 2013
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 | |
---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
|
Copper Commodity Contract | Not Designated as Hedging Instrument | Cost of Sales
|
||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (Loss) Recognized in Income | $ 35 | $ (47) |
Accrued Liabilities (Detail) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
Schedule of Accrued Liabilities [Line Items] | ||
Salaries, wages and employee benefits | $ 8,220 | $ 9,597 |
Sales incentives | 5,811 | 10,694 |
Interest | 3,216 | 9,427 |
Other | 10,677 | 8,490 |
Total | $ 27,924 | $ 38,208 |
Condensed Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) (USD $)
|
3 Months Ended |
---|---|
Mar. 31, 2013
|
|
Cash dividends per share | $ 0.02 |
Income Taxes (Detail)
|
3 Months Ended | |
---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
|
Income Taxes [Line Items] | ||
Effective Tax Rate | 30.70% | 34.50% |