x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
36-4151663
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
10201 North Loop East
Houston, Texas
|
77029
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of Class
|
|
Name of Each Exchange on Which Registered
|
Common stock, par value $0.001 per share
|
|
The NASDAQ Stock Market
|
Large Accelerated Filer ¨
|
Accelerated Filer x
|
Non-Accelerated Filer ¨
|
Smaller reporting company ¨
|
PART I.
|
|
|
Item 1.
|
Business
|
3
|
Item 1A.
|
Risk Factors
|
6
|
Item 1B.
|
Unresolved Staff Comments
|
9
|
Item 2.
|
Properties
|
9
|
Item 3.
|
Legal Proceedings
|
9
|
Item 4.
|
Mine Safety Disclosures
|
9
|
|
Supplemental Item. Executive Officers of the Registrant
|
9
|
|
|
|
PART II.
|
|
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
10
|
Item 6.
|
Selected Financial Data
|
12
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
14
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
24
|
Item 8.
|
Consolidated Financial Statements and Supplementary Data
|
25
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
42
|
Item 9A.
|
Controls and Procedures
|
42
|
Item 9B.
|
Other Information
|
45
|
|
|
|
PART III.
|
|
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
45
|
Item 11.
|
Executive Compensation
|
45
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
45
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
45
|
Item 14.
|
Principal Accountant Fees and Services |
45
|
|
|
|
PART IV. |
|
|
Item 15.
|
Exhibits and Financial Statement Schedules |
46
|
2 | ||
3 | ||
4 | ||
5 | ||
6 | ||
7 | ||
8 | ||
Name/Office
|
|
Age
|
|
Business Experience
During Last 5 Years |
|
|
|
|
|
James L. Pokluda III
President and Chief Executive Officer
|
|
49
|
|
Chief Executive Officer since January 2012 and President since May 2011. Prior thereto, Vice President Sales & Marketing from April 2007 until May 2011.
|
|
|
|
|
|
Nicol G. Graham
Chief Financial Officer, Treasurer and Secretary
|
|
61
|
|
Chief Financial Officer, Treasurer and Secretary since 1997.
|
9 | ||
|
|
High
|
|
Low
|
|
||
Year ended December 31, 2013:
|
|
|
|
|
|
|
|
First quarter
|
|
$
|
12.97
|
|
$
|
10.89
|
|
Second quarter
|
|
$
|
14.82
|
|
$
|
12.70
|
|
Third quarter
|
|
$
|
15.07
|
|
$
|
12.25
|
|
Fourth quarter
|
|
$
|
14.49
|
|
$
|
12.42
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2012:
|
|
|
|
|
|
|
|
First quarter
|
|
$
|
15.33
|
|
$
|
12.91
|
|
Second quarter
|
|
$
|
14.12
|
|
$
|
10.60
|
|
Third quarter
|
|
$
|
12.29
|
|
$
|
10.58
|
|
Fourth quarter
|
|
$
|
12.29
|
|
$
|
10.32
|
|
Period
|
|
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 (or
approximate dollar value) of shares that may yet be purchased under the plans or programs (2) |
|
|
October 1 31, 2013
|
|
|
|
$
|
|
|
|
|
|
|
November 1 30, 2013
|
|
|
|
$
|
|
|
|
|
|
|
December 1 31, 2013 (1)
|
|
4,516
|
|
$
|
12.79
|
|
|
|
|
|
Total
|
|
4,516
|
|
$
|
12.79
|
|
|
|
|
|
(1) |
These shares were surrendered in connection with the exercise of a stock option to pay the exercise price and withholding taxes in accordance with the terms of our 2006 Stock Plan.
|
(2) |
The Company had no stock repurchase plan in effect during 2013. For information regarding the adoption of a new repurchase plan in March 2014, see Note 10 to our Consolidated Financial Statements.
|
10 | ||
11 | ||
|
|
Year Ended December 31,
|
|
||||||||||||||
|
|
2013
|
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
|||||
|
|
(Dollars in thousands, except share data)
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF INCOME DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$
|
383,292
|
|
|
$
|
393,036
|
|
$
|
396,410
|
|
$
|
308,522
|
|
$
|
254,819
|
|
Cost of sales
|
|
|
298,633
|
|
|
|
306,017
|
|
|
307,515
|
|
|
245,932
|
|
|
201,865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
84,659
|
|
|
|
87,019
|
|
|
88,895
|
|
|
62,590
|
|
|
52,954
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and commissions
|
|
|
30,946
|
|
|
|
30,013
|
|
|
28,053
|
|
|
25,281
|
|
|
20,596
|
|
Other operating expenses
|
|
|
26,068
|
|
|
|
25,139
|
|
|
24,513
|
|
|
20,565
|
|
|
18,023
|
|
Depreciation and amortization
|
|
|
2,978
|
|
|
|
2,941
|
|
|
2,952
|
|
|
1,738
|
|
|
563
|
|
Impairment of goodwill
|
|
|
7,562
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
67,554
|
|
|
|
58,093
|
|
|
55,518
|
|
|
47,584
|
|
|
39,182
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
17,105
|
|
|
|
28,926
|
|
|
33,377
|
|
|
15,006
|
|
|
13,772
|
|
Interest expense
|
|
|
992
|
|
|
|
1,252
|
|
|
1,424
|
|
|
844
|
|
|
520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
16,113
|
|
|
|
27,674
|
|
|
31,953
|
|
|
14,162
|
|
|
13,252
|
|
Income tax provision
|
|
|
8,211
|
|
|
|
10,635
|
|
|
12,276
|
|
|
5,543
|
|
|
5,220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
7,902
|
(1)
|
|
$
|
17,039
|
|
$
|
19,677
|
|
$
|
8,619
|
|
$
|
8,032
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.44
|
|
|
$
|
0.96
|
|
$
|
1.11
|
|
$
|
0.49
|
|
$
|
0.46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.44
|
|
|
$
|
0.96
|
|
$
|
1.11
|
|
$
|
0.49
|
|
$
|
0.45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding :
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
17,805,464
|
|
|
|
17,723,277
|
|
|
17,679,524
|
|
|
17,657,682
|
|
|
17,648,696
|
|
Diluted
|
|
|
17,900,372
|
|
|
|
17,815,401
|
|
|
17,801,134
|
|
|
17,710,123
|
|
|
17,665,924
|
|
(1) | 2013 net income excluding the after tax impact of the impairment of goodwill was $14,594, and basic and fully diluted earnings per share were each $0.82. |
12 | ||
|
|
As of December 31,
|
|
|||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
|||||
|
|
(Dollars in thousands)
|
|
|||||||||||||
CONSOLIDATED BALANCE SHEET DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
|
|
$
|
274
|
|
$
|
|
|
$
|
|
|
$
|
|
|
Accounts receivable, net
|
|
$
|
60,408
|
|
$
|
65,892
|
|
$
|
59,731
|
|
$
|
67,838
|
|
$
|
46,859
|
|
Inventories, net
|
|
$
|
96,107
|
|
$
|
84,662
|
|
$
|
69,517
|
|
$
|
67,503
|
|
$
|
61,325
|
|
Total assets
|
|
$
|
196,175
|
|
$
|
197,155
|
|
$
|
179,153
|
|
$
|
185,490
|
|
$
|
122,014
|
|
Book overdraft (1)
|
|
$
|
4,594
|
|
$
|
|
|
$
|
2,270
|
|
$
|
3,055
|
|
$
|
907
|
|
Total debt (2)
|
|
$
|
47,952
|
|
$
|
58,588
|
|
$
|
47,967
|
|
$
|
54,825
|
|
$
|
17,479
|
|
Stockholders’ equity
|
|
$
|
110,694
|
|
$
|
109,080
|
|
$
|
97,338
|
|
$
|
85,720
|
|
$
|
80,813
|
|
(1)
|
Our book overdraft is funded by our revolving credit facility as soon as the related checks clear our disbursement account.
|
(2)
|
On June 25, 2010, we completed the purchase of the acquired businesses for a total purchase price of $51.5 million of which $51.2 million was paid in 2010 and was funded from our loan agreement.
|
13 | ||
14 | ||
15 | ||
16 | ||
17 | ||
|
|
Year Ended December 31,
|
|
|||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Sales
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
Cost of sales
|
|
|
77.9
|
%
|
|
|
77.9
|
%
|
|
|
77.6
|
%
|
Gross profit
|
|
|
22.1
|
%
|
|
|
22.1
|
%
|
|
|
22.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and commissions
|
|
|
8.1
|
%
|
|
|
7.6
|
%
|
|
|
7.1
|
%
|
Other operating expenses
|
|
|
6.8
|
%
|
|
|
6.4
|
%
|
|
|
6.2
|
%
|
Depreciation and amortization
|
|
|
0.8
|
%
|
|
|
0.7
|
%
|
|
|
0.7
|
%
|
Impairment of goodwill
|
|
|
2.0
|
%
|
|
|
|
%
|
|
|
|
%
|
Total operating expenses
|
|
|
17.6
|
%
|
|
|
14.8
|
%
|
|
|
14.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
4.5
|
%
|
|
|
7.4
|
%
|
|
|
8.4
|
%
|
Interest expense
|
|
|
0.3
|
%
|
|
|
0.3
|
%
|
|
|
0.4
|
%
|
Income before income taxes
|
|
|
4.2
|
%
|
|
|
7.0
|
%
|
|
|
8.1
|
%
|
Income tax provision
|
|
|
2.1
|
%
|
|
|
2.7
|
%
|
|
|
3.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
2.1
|
%
|
|
|
4.3
|
%
|
|
|
5.0
|
%
|
|
|
Year Ended
|
|
||||||||||
|
|
December 31,
|
|
||||||||||
(Dollars in millions)
|
|
2013
|
|
2012
|
|
Change
|
|
||||||
Sales
|
|
$
|
383.3
|
|
$
|
393.0
|
|
$
|
(9.7)
|
|
|
(2.5)
|
%
|
|
|
Year Ended
|
|
|||||||||||||
|
|
December 31,
|
|
|||||||||||||
(Dollars in millions)
|
|
2013
|
|
|
2012
|
|
|
Change
|
|
|||||||
Gross profit
|
|
$
|
84.7
|
|
|
$
|
87.0
|
|
|
$
|
(2.4)
|
|
|
|
(2.7)
|
%
|
Gross profit as a percent of sales
|
|
|
22.1
|
%
|
|
|
22.1
|
%
|
|
|
(0.0)
|
%
|
|
|
|
|
18 | ||
|
|
Year Ended
|
|
|||||||||||||
|
|
December 31,
|
|
|||||||||||||
(Dollars in millions)
|
|
2013
|
|
|
2012
|
|
|
Change
|
|
|||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and commissions
|
|
$
|
30.9
|
|
|
$
|
30.0
|
|
|
$
|
0.9
|
|
|
|
3.1
|
%
|
Other operating expenses
|
|
|
26.1
|
|
|
|
25.1
|
|
|
|
0.9
|
|
|
|
3.7
|
%
|
Depreciation and amortization
|
|
|
3.0
|
|
|
|
2.9
|
|
|
|
0.0
|
|
|
|
1.3
|
%
|
Impairment of goodwill
|
|
|
7.6
|
|
|
|
|
|
|
|
7.6
|
|
|
|
n/a
|
|
Total operating expenses
|
|
$
|
67.6
|
|
|
$
|
58.1
|
|
|
$
|
9.5
|
|
|
|
16.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses as a percent of sales
|
|
|
17.6
|
%
|
|
|
14.8
|
%
|
|
|
2.8
|
%
|
|
|
|
|
|
|
Year Ended
|
|
||||||||||
|
|
December 31,
|
|
||||||||||
(Dollars in millions)
|
|
2012
|
|
2011
|
|
Change
|
|
||||||
Sales
|
|
$
|
393.0
|
|
$
|
396.4
|
|
$
|
(3.4)
|
|
|
(0.9)
|
%
|
19 | ||
|
|
Year Ended
|
|
|||||||||||||
|
|
December 31,
|
|
|||||||||||||
(Dollars in millions)
|
|
2012
|
|
|
2011
|
|
|
Change
|
|
|||||||
Gross profit
|
|
$
|
87.0
|
|
|
$
|
88.9
|
|
|
$
|
(1.9)
|
|
|
|
(2.1)
|
%
|
Gross profit as a percent of sales
|
|
|
22.1
|
%
|
|
|
22.4
|
%
|
|
|
(0.3)
|
%
|
|
|
|
|
|
|
Year Ended
|
|
|||||||||||||
|
|
December 31,
|
|
|||||||||||||
(Dollars in millions)
|
|
2012
|
|
|
2011
|
|
|
Change
|
|
|||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and commissions
|
|
$
|
30.0
|
|
|
$
|
28.1
|
|
|
$
|
2.0
|
|
|
|
7.0
|
%
|
Other operating expenses
|
|
|
25.1
|
|
|
|
24.5
|
|
|
|
0.6
|
|
|
|
2.6
|
%
|
Depreciation and amortization
|
|
|
2.9
|
|
|
|
3.0
|
|
|
|
0.0
|
|
|
|
(0.4)
|
%
|
Total operating expenses
|
|
$
|
58.1
|
|
|
$
|
55.5
|
|
|
$
|
2.6
|
|
|
|
4.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses as a percent of sales
|
|
|
14.8
|
%
|
|
|
14.0
|
%
|
|
|
0.8
|
%
|
|
|
|
|
20 | ||
|
·
|
the adequacy of available bank lines of credit;
|
|
·
|
cash flows generated from operating activities;
|
|
·
|
capital expenditures;
|
|
·
|
payment of dividends;
|
|
·
|
acquisitions; and
|
|
·
|
the ability to attract long-term capital with satisfactory terms
|
21 | ||
|
|
Total
|
|
Less than
1 year |
|
1-3 years
|
|
3-5 years
|
|
More than
5 years |
|
|||||
|
|
(In thousands)
|
|
|||||||||||||
Loans payable
|
|
$
|
47,952
|
|
$
|
|
|
$
|
47,952
|
|
$
|
|
|
$
|
|
|
Operating lease obligations
|
|
|
6,801
|
|
|
2,772
|
|
|
2,961
|
|
|
1,068
|
|
|
|
|
Non-cancellable purchase obligations (1)
|
|
|
44,288
|
|
|
44,288
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
99,041
|
|
$
|
47,060
|
|
$
|
50,913
|
|
$
|
1,068
|
|
$
|
|
|
(1)
|
These obligations reflect purchase orders outstanding with manufacturers as of December 31, 2013. We believe that some of these obligations may be cancellable upon negotiation with our vendors, but we are treating these as non-cancellable for this disclosure due to the absence of an express cancellation right.
|
22 | ||
23 | ||
24 | ||
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
|
26
|
Consolidated Balance Sheets as of December 31, 2013 and 2012
|
|
27
|
Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011
|
|
28
|
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2013, 2012 and 2011
|
|
29
|
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011
|
|
30
|
Notes to Consolidated Financial Statements
|
|
31
|
25 | ||
26 | ||
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
|
|
(In thousands, except
share data) |
|
||||
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash
|
|
$
|
|
|
$
|
274
|
|
Accounts receivable, net
|
|
|
60,408
|
|
|
65,892
|
|
Inventories, net
|
|
|
96,107
|
|
|
84,662
|
|
Deferred income taxes
|
|
|
2,591
|
|
|
2,455
|
|
Income taxes
|
|
|
420
|
|
|
|
|
Prepaids
|
|
|
762
|
|
|
841
|
|
Total current assets
|
|
|
160,288
|
|
|
154,124
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
7,974
|
|
|
5,824
|
|
Intangible assets, net
|
|
|
10,234
|
|
|
11,967
|
|
Goodwill
|
|
|
17,520
|
|
|
25,082
|
|
Other assets
|
|
|
159
|
|
|
158
|
|
Total assets
|
|
$
|
196,175
|
|
$
|
197,155
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
Book overdraft
|
|
$
|
4,594
|
|
$
|
|
|
Trade accounts payable
|
|
|
13,637
|
|
|
12,330
|
|
Accrued and other current liabilities
|
|
|
18,772
|
|
|
15,379
|
|
Income taxes
|
|
|
|
|
|
5
|
|
Total current liabilities
|
|
|
37,003
|
|
|
27,714
|
|
|
|
|
|
|
|
|
|
Debt
|
|
|
47,952
|
|
|
58,588
|
|
Other long-term obligations
|
|
|
97
|
|
|
103
|
|
Deferred income taxes
|
|
|
429
|
|
|
1,670
|
|
Total liabilities
|
|
|
85,481
|
|
|
88,075
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity:
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value; 5,000,000 shares authorized, none issued
and outstanding |
|
|
|
|
|
|
|
Common stock, $0.001 par value; 100,000,000 shares authorized: 20,988,952
shares issued: 17,954,032 and 17,899,499 shares outstanding at December 31, 2013 and 2012, respectively |
|
|
21
|
|
|
21
|
|
Additional paid-in capital
|
|
|
55,642
|
|
|
55,291
|
|
Retained earnings
|
|
|
104,607
|
|
|
104,252
|
|
Treasury stock
|
|
|
(49,576)
|
|
|
(50,484)
|
|
Total stockholders’ equity
|
|
|
110,694
|
|
|
109,080
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity
|
|
$
|
196,175
|
|
$
|
197,155
|
|
27 | ||
|
|
Year Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except share and per share data)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$
|
383,292
|
|
$
|
393,036
|
|
$
|
396,410
|
|
Cost of sales
|
|
|
298,633
|
|
|
306,017
|
|
|
307,515
|
|
Gross profit
|
|
|
84,659
|
|
|
87,019
|
|
|
88,895
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
Salaries and commissions
|
|
|
30,946
|
|
|
30,013
|
|
|
28,053
|
|
Other operating expenses
|
|
|
26,068
|
|
|
25,139
|
|
|
24,513
|
|
Depreciation and amortization
|
|
|
2,978
|
|
|
2,941
|
|
|
2,952
|
|
Impairment of goodwill
|
|
|
7,562
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
67,554
|
|
|
58,093
|
|
|
55,518
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
17,105
|
|
|
28,926
|
|
|
33,377
|
|
Interest expense
|
|
|
992
|
|
|
1,252
|
|
|
1,424
|
|
Income before income taxes
|
|
|
16,113
|
|
|
27,674
|
|
|
31,953
|
|
Income tax provision
|
|
|
8,211
|
|
|
10,635
|
|
|
12,276
|
|
Net income
|
|
$
|
7,902
|
|
$
|
17,039
|
|
$
|
19,677
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.44
|
|
$
|
0.96
|
|
$
|
1.11
|
|
Diluted
|
|
$
|
0.44
|
|
$
|
0.96
|
|
$
|
1.11
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
17,805,464
|
|
|
17,723,277
|
|
|
17,679,524
|
|
Diluted
|
|
|
17,900,372
|
|
|
17,815,401
|
|
|
17,801,134
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared per share
|
|
$
|
0.42
|
|
$
|
0.36
|
|
$
|
0.355
|
|
28 | ||
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
||
|
|
Common Stock
|
|
Paid-In
|
|
Retained
|
|
Treasury Stock
|
|
Stockholders'
|
|
|||||||||||
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Shares
|
|
Amount
|
|
Equity
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except share data)
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2010
|
|
|
20,988,952
|
|
$
|
21
|
|
$
|
58,642
|
|
$
|
80,187
|
|
|
(3,240,465)
|
|
$
|
(53,130)
|
|
$
|
85,720
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
19,677
|
|
|
|
|
|
|
|
|
19,677
|
|
Exercise of stock options, net
|
|
|
|
|
|
|
|
|
(383)
|
|
|
|
|
|
26,899
|
|
|
497
|
|
|
114
|
|
Excess tax benefit for stock options
|
|
|
|
|
|
|
|
|
37
|
|
|
|
|
|
|
|
|
|
|
|
37
|
|
Excess tax deficiency for stock options
|
|
|
|
|
|
|
|
|
(48)
|
|
|
|
|
|
|
|
|
|
|
|
(48)
|
|
Amortization of unearned stock
compensation |
|
|
|
|
|
|
|
|
(707)
|
|
|
|
|
|
|
|
|
|
|
|
(707)
|
|
Impact of forfeited vested options
|
|
|
|
|
|
|
|
|
(1,153)
|
|
|
|
|
|
|
|
|
|
|
|
(1,153)
|
|
Impact of forfeited restricted stock awards
|
|
|
|
|
|
|
|
|
82
|
|
|
|
|
|
(5,000)
|
|
|
(82)
|
|
|
|
|
Issuance of restricted stock awards
|
|
|
|
|
|
|
|
|
(710)
|
|
|
|
|
|
43,251
|
|
|
710
|
|
|
|
|
Impact of surrendered equity awards to
satisfy taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,831)
|
|
|
(26)
|
|
|
(26)
|
|
Dividends paid
|
|
|
|
|
|
|
|
|
|
|
|
(6,276)
|
|
|
|
|
|
|
|
|
(6,276)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2011
|
|
|
20,988,952
|
|
|
21
|
|
|
55,760
|
|
|
93,588
|
|
|
(3,177,146)
|
|
|
(52,031)
|
|
|
97,338
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
17,039
|
|
|
|
|
|
|
|
|
17,039
|
|
Exercise of stock options, net
|
|
|
|
|
|
|
|
|
(395)
|
|
|
|
|
|
27,977
|
|
|
532
|
|
|
137
|
|
Excess tax benefit for stock options
|
|
|
|
|
|
|
|
|
35
|
|
|
|
|
|
|
|
|
|
|
|
35
|
|
Excess tax deficiency for stock options
|
|
|
|
|
|
|
|
|
(13)
|
|
|
|
|
|
|
|
|
|
|
|
(13)
|
|
Amortization of unearned stock
compensation |
|
|
|
|
|
|
|
|
1,040
|
|
|
|
|
|
|
|
|
|
|
|
1,040
|
|
Impact of forfeited vested options
|
|
|
|
|
|
|
|
|
(6)
|
|
|
|
|
|
|
|
|
|
|
|
(6)
|
|
Impact of forfeited restricted stock awards
|
|
|
|
|
|
|
|
|
82
|
|
|
|
|
|
(5,000)
|
|
|
(82)
|
|
|
|
|
Issuance of restricted stock awards
|
|
|
|
|
|
|
|
|
(1,212)
|
|
|
|
|
|
74,203
|
|
|
1,212
|
|
|
|
|
Impact of surrendered equity awards to
satisfy taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,487)
|
|
|
(115)
|
|
|
(115)
|
|
Dividends paid
|
|
|
|
|
|
|
|
|
|
|
|
(6,375)
|
|
|
|
|
|
|
|
|
(6,375)
|
|
Balance at December 31, 2012
|
|
|
20,988,952
|
|
|
21
|
|
|
55,291
|
|
|
104,252
|
|
|
(3,089,453)
|
|
|
(50,484)
|
|
|
109,080
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
7,902
|
|
|
|
|
|
|
|
|
7,902
|
|
Exercise of stock options, net
|
|
|
|
|
|
|
|
|
(526)
|
|
|
|
|
|
62,312
|
|
|
1,018
|
|
|
492
|
|
Excess tax benefit for stock options
|
|
|
|
|
|
|
|
|
49
|
|
|
|
|
|
|
|
|
|
|
|
49
|
|
Excess tax deficiency for stock options
|
|
|
|
|
|
|
|
|
(10)
|
|
|
|
|
|
|
|
|
|
|
|
(10)
|
|
Amortization of unearned stock
compensation |
|
|
|
|
|
|
|
|
900
|
|
|
|
|
|
|
|
|
|
|
|
900
|
|
Impact of forfeited vested options
|
|
|
|
|
|
|
|
|
(108)
|
|
|
|
|
|
|
|
|
|
|
|
(108)
|
|
Impact of forfeited restricted stock awards
|
|
|
|
|
|
|
|
|
232
|
|
|
|
|
|
(14,165)
|
|
|
(232)
|
|
|
|
|
Issuance of restricted stock awards
|
|
|
|
|
|
|
|
|
(186)
|
|
|
|
|
|
11,338
|
|
|
186
|
|
|
|
|
Impact of surrendered equity awards to
satisfy taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,952)
|
|
|
(64)
|
|
|
(64)
|
|
Dividends paid
|
|
|
|
|
|
|
|
|
|
|
|
(7,466)
|
|
|
|
|
|
|
|
|
(7,466)
|
|
Dividends accrued
|
|
|
|
|
|
|
|
|
|
|
|
(81)
|
|
|
|
|
|
|
|
|
(81)
|
|
Balance at December 31, 2013
|
|
|
20,988,952
|
|
$
|
21
|
|
$
|
55,642
|
|
$
|
104,607
|
|
|
3,034,920
|
|
$
|
49,576
|
|
$
|
110,694
|
|
29 | ||
|
|
Year Ended December 31,
|
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|||||||
Operating activities
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
7,902
|
|
$
|
17,039
|
|
$
|
19,677
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of goodwill
|
|
|
7,562
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
2,978
|
|
|
2,941
|
|
|
2,952
|
|
|
Amortization of capitalized loan costs
|
|
|
18
|
|
|
18
|
|
|
14
|
|
|
Amortization of unearned stock compensation
|
|
|
900
|
|
|
1,040
|
|
|
(707)
|
|
|
Provision for doubtful accounts
|
|
|
(59)
|
|
|
(19)
|
|
|
(9)
|
|
|
Provision for returns and allowances
|
|
|
27
|
|
|
(61)
|
|
|
66
|
|
|
Provision for inventory obsolescence
|
|
|
559
|
|
|
815
|
|
|
826
|
|
|
(Gain) loss on disposals of property and equipment
|
|
|
(1)
|
|
|
(7)
|
|
|
(2)
|
|
|
Deferred income taxes
|
|
|
(1,485)
|
|
|
(773)
|
|
|
283
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
5,516
|
|
|
(6,081)
|
|
|
8,050
|
|
|
Inventories
|
|
|
(12,004)
|
|
|
(15,960)
|
|
|
(2,840)
|
|
|
Prepaids
|
|
|
79
|
|
|
(13)
|
|
|
(65)
|
|
|
Other assets
|
|
|
(19)
|
|
|
129
|
|
|
(126)
|
|
|
Book overdraft
|
|
|
4,594
|
|
|
(2,270)
|
|
|
(785)
|
|
|
Trade accounts payable
|
|
|
1,307
|
|
|
2,231
|
|
|
(9,888)
|
|
|
Accrued and other current liabilities
|
|
|
3,312
|
|
|
(3,722)
|
|
|
(337)
|
|
|
Long term liabilities
|
|
|
(6)
|
|
|
(25)
|
|
|
(13)
|
|
|
Income taxes
|
|
|
(435)
|
|
|
1,685
|
|
|
(2,777)
|
|
|
Net cash provided by (used in) operating activities
|
|
|
20,745
|
|
|
(3,033)
|
|
|
14,319
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for property and equipment
|
|
|
(3,396)
|
|
|
(1,005)
|
|
|
(1,319)
|
|
|
Proceeds from disposals of property and equipment
|
|
|
2
|
|
|
9
|
|
|
452
|
|
|
Cash paid for acquisition
|
|
|
|
|
|
|
|
|
(343)
|
|
|
Net cash used in investing activities
|
|
|
(3,394)
|
|
|
(996)
|
|
|
(1,210)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings on revolver
|
|
|
396,724
|
|
|
402,231
|
|
|
405,741
|
|
|
Payments on revolver
|
|
|
(407,360)
|
|
|
(391,610)
|
|
|
(412,599)
|
|
|
Deferred loan cost
|
|
|
|
|
|
|
|
|
(100)
|
|
|
Proceeds from exercise of stock options
|
|
|
492
|
|
|
137
|
|
|
114
|
|
|
Payment of dividends
|
|
|
(7,466)
|
|
|
(6,375)
|
|
|
(6,276)
|
|
|
Excess tax benefit for options
|
|
|
49
|
|
|
35
|
|
|
37
|
|
|
Purchase of treasury stock
|
|
|
(64)
|
|
|
(115)
|
|
|
(26)
|
|
|
Net cash (used in) provided by financing activities
|
|
|
(17,625)
|
|
|
4,303
|
|
|
(13,109)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash
|
|
|
(274)
|
|
|
274
|
|
|
|
|
|
Cash at beginning of year
|
|
|
274
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at end of year
|
|
$
|
|
|
$
|
274
|
|
$
|
|
|
|
Supplemental disclosures
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for interest
|
|
$
|
998
|
|
$
|
1,231
|
|
$
|
1,445
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for income taxes
|
|
$
|
10,236
|
|
$
|
9,762
|
|
$
|
14,732
|
|
|
30 | ||
|
1.
|
Organization and Summary of Significant Accounting Policies
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Denominator:
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares for basic earnings per share
|
|
|
17,805,464
|
|
|
17,723,277
|
|
|
17,679,524
|
|
Effect of dilutive securities
|
|
|
94,908
|
|
|
92,124
|
|
|
121,610
|
|
Denominator for diluted earnings per share
|
|
|
17,900,372
|
|
|
17,815,401
|
|
|
17,801,134
|
|
31 | ||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Balance at beginning of year
|
|
$
|
213
|
|
$
|
211
|
|
$
|
358
|
|
Bad debt expense
|
|
|
(59)
|
|
|
(19)
|
|
|
(9
|
|
Write-offs, net of recoveries
|
|
|
(6)
|
|
|
21
|
|
|
(138)
|
|
Balance at end of year
|
|
$
|
148
|
|
$
|
213
|
|
$
|
211
|
|
Buildings
|
|
25 to 30 years
|
|
Machinery and equipment
|
|
3 to 5 years
|
|
32 | ||
33 | ||
|
2.
|
Detail of Selected Balance Sheet Accounts
|
|
|
At December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Land
|
|
$
|
2,476
|
|
$
|
1,187
|
|
Buildings
|
|
|
4,717
|
|
|
3,466
|
|
Machinery and equipment
|
|
|
10,354
|
|
|
9,646
|
|
|
|
|
17,547
|
|
|
14,299
|
|
Less accumulated depreciation
|
|
|
9,573
|
|
|
8,475
|
|
Total
|
|
$
|
7,974
|
|
$
|
5,824
|
|
|
|
At December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Trade names
|
|
$
|
4,610
|
|
$
|
4,610
|
|
Customer relationships
|
|
|
11,630
|
|
|
11,630
|
|
Non-compete agreements
|
|
|
250
|
|
|
250
|
|
|
|
|
16,490
|
|
|
16,490
|
|
Less accumulated amortization:
|
|
|
|
|
|
|
|
Trade names
|
|
|
|
|
|
|
|
Customer relationships
|
|
|
6,006
|
|
|
4,273
|
|
Non-compete agreements
|
|
|
250
|
|
|
250
|
|
|
|
|
6,256
|
|
|
4,523
|
|
Total
|
|
$
|
10,234
|
|
$
|
11,967
|
|
34 | ||
|
|
Annual
Amortization Expense |
|
|
2014
|
|
$
|
1,733
|
|
2015
|
|
|
1,733
|
|
2016
|
|
|
1,512
|
|
2017
|
|
|
646
|
|
Changes in goodwill were as follows:
|
|
At December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Balance at beginning of year
|
|
$
|
25,082
|
|
$
|
25,082
|
|
Impairment of goodwill
|
|
|
(7,562)
|
|
|
|
|
Balance at end of year
|
|
$
|
17,520
|
|
$
|
25,082
|
|
Accrued and other current liabilities consist of:
|
|
At December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Customer advances
|
|
$
|
522
|
|
$
|
429
|
|
Customer rebates
|
|
|
4,952
|
|
|
4,383
|
|
Payroll, commissions, and bonuses
|
|
|
2,226
|
|
|
2,553
|
|
Accrued inventory purchases
|
|
|
8,161
|
|
|
5,107
|
|
Other
|
|
|
2,911
|
|
|
2,907
|
|
Total
|
|
$
|
18,772
|
|
$
|
15,379
|
|
|
3.
|
Impairment of Goodwill
|
|
4.
|
Debt
|
35 | ||
2014
|
|
$
|
|
|
2015
|
|
|
|
|
2016
|
|
|
47,952
|
|
2017
|
|
|
|
|
Total
|
|
$
|
47,952
|
|
|
5.
|
Income Taxes
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Current:
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
8,675
|
|
$
|
10,129
|
|
$
|
10,612
|
|
State
|
|
|
1,021
|
|
|
1,279
|
|
|
1,381
|
|
Total current
|
|
|
9,696
|
|
|
11,408
|
|
|
11,993
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
(1,290)
|
|
|
(703)
|
|
|
258
|
|
State
|
|
|
(195)
|
|
|
(70)
|
|
|
25
|
|
Total deferred
|
|
|
(1,485)
|
|
|
(773)
|
|
|
283
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
8,211
|
|
$
|
10,635
|
|
$
|
12,276
|
|
|
|
Year Ended December 31,
|
|
|||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal statutory rate
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
State taxes, net of federal benefit
|
|
|
3.9
|
|
|
|
2.8
|
|
|
|
2.8
|
|
Non-deductible items
|
|
|
12.6
|
|
|
|
0.6
|
|
|
|
0.6
|
|
Other
|
|
|
(0.6)
|
|
|
|
|
|
|
|
|
|
Total effective tax rate
|
|
|
50.9
|
%
|
|
|
38.4
|
%
|
|
|
38.4
|
%
|
36 | ||
|
|
Year Ended
December 31, |
|
||||
|
|
2013
|
|
2012
|
|
||
Deferred tax assets:
|
|
|
|
|
|
|
|
Uniform capitalization adjustment
|
|
$
|
1,009
|
|
$
|
796
|
|
Inventory reserve
|
|
|
1,514
|
|
|
1,442
|
|
Allowance for doubtful accounts
|
|
|
57
|
|
|
82
|
|
Stock compensation expense
|
|
|
2,064
|
|
|
1,928
|
|
Property and equipment
|
|
|
102
|
|
|
43
|
|
Other
|
|
|
|
|
|
29
|
|
Total deferred tax assets
|
|
|
4,746
|
|
|
4,320
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities
|
|
|
|
|
|
|
|
Goodwill
|
|
|
185
|
|
|
834
|
|
Intangibles
|
|
|
2,303
|
|
|
2,701
|
|
Other
|
|
|
96
|
|
|
|
|
Total deferred tax liabilities
|
|
|
2,584
|
|
|
3,535
|
|
Net deferred tax assets
|
|
$
|
2,162
|
|
$
|
785
|
|
|
6.
|
Stockholders’ Equity
|
|
7.
|
Employee Benefit Plans
|
|
8.
|
Incentive Plans
|
37 | ||
|
|
Year Ended
December 31, |
|
|||||
|
|
2012
|
|
|
2011
|
|
||
|
|
|
|
|
|
|
|
|
Risk-free interest rate
|
|
|
0.89
|
%
|
|
|
1.01
|
%
|
Expected dividend yield
|
|
|
3.01
|
%
|
|
|
2.55
|
%
|
Weighted average expected life
|
|
|
5.5 years
|
|
|
|
5.5 years
|
|
Expected volatility
|
|
|
64
|
%
|
|
|
65
|
%
|
|
|
2013
|
|
||||||||||
|
|
Options
(in 000’s) |
|
Weighted
Average Exercise Price |
|
Aggregate
Intrinsic Value |
|
Weighted
Average Remaining Contractual Life (in years) |
|
||||
OutstandingBeginning of year
|
|
|
778
|
|
$
|
14.67
|
|
$
|
656
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(62)
|
|
|
7.90
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(61)
|
|
|
14.53
|
|
|
|
|
|
|
|
Expired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OutstandingEnd of year
|
|
|
655
|
|
$
|
15.33
|
|
$
|
563
|
|
|
5.22
|
|
ExercisableEnd of year
|
|
|
505
|
|
$
|
15.82
|
|
$
|
521
|
|
|
4.45
|
|
Weighted average fair value of options granted
during 2013 |
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average fair value of options granted
during 2012 |
|
$
|
5.29
|
|
|
|
|
|
|
|
|
|
|
Weighted average fair value of options granted
during 2011 |
|
$
|
6.55
|
|
|
|
|
|
|
|
|
|
|
38 | ||
|
|
2013
|
|
||||||||||
|
|
Awards
|
|
Units
|
|
||||||||
|
|
Shares
(in 000’s) |
|
Weighted
Average Market Value at Grant Date |
|
Shares
(in 000’s) |
|
Weighted
Average Market Value at Grant Date |
|
||||
Non-vested Beginning of year
|
|
|
166
|
|
$
|
12.19
|
|
|
25
|
|
$
|
11.98
|
|
Granted
|
|
|
11
|
|
|
13.23
|
|
|
21
|
|
|
14.28
|
|
Vested
|
|
|
(22)
|
|
|
12.18
|
|
|
(25)
|
|
|
11.98
|
|
Cancelled/Forfeited
|
|
|
(14)
|
|
|
11.64
|
|
|
|
|
|
|
|
Non-vested End of year
|
|
|
141
|
|
$
|
12.33
|
|
|
21
|
|
$
|
14.28
|
|
39 | ||
|
9.
|
Commitments and Contingencies
|
2014
|
|
$
|
2,772
|
|
2015
|
|
|
1,706
|
|
2016
|
|
|
1,255
|
|
2017
|
|
|
818
|
|
2018
|
|
|
250
|
|
Thereafter
|
|
|
|
|
Total minimum lease payments
|
|
$
|
6,801
|
|
|
10.
|
Subsequent Events
|
40 | ||
|
11.
|
Select Quarterly Financial Data (unaudited)
|
|
|
Year Ended December 31, 2013
|
|
|||||||||||
|
|
Fourth
Quarter |
|
Third
Quarter |
|
|
Second
Quarter |
|
First
Quarter |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except per share data)
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$
|
94,442
|
|
$
|
95,214
|
|
|
$
|
99,332
|
|
$
|
94,304
|
|
Gross profit
|
|
$
|
20,633
|
|
$
|
20,922
|
|
|
$
|
21,725
|
|
$
|
21,379
|
|
Operating (loss) income
|
|
$
|
5,408
|
|
$
|
(1,556)
|
|
|
$
|
6,867
|
|
$
|
6,386
|
|
Net income (loss)
|
|
$
|
3,149
|
|
$
|
(3,162)
|
(1)
|
|
$
|
4,053
|
|
$
|
3,862
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.18
|
|
$
|
(0.18)
|
|
|
$
|
0.23
|
|
$
|
0.22
|
|
Diluted
|
|
$
|
0.18
|
|
$
|
(0.18)
|
|
|
$
|
0.23
|
|
$
|
0.22
|
|
(1)
|
During the third quarter of 2013, we recorded a non-cash goodwill impairment charge of $7,562, related to the SW reporting unit. See Note 3 for additional information.
|
|
|
Year Ended December 31, 2012
|
|
||||||||||
|
|
Fourth
Quarter |
|
Third
Quarter |
|
Second
Quarter |
|
First
Quarter |
|
||||
|
|
(in thousands, except per share data)
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$
|
104,379
|
|
$
|
96,113
|
|
$
|
98,082
|
|
$
|
94,462
|
|
Gross profit
|
|
$
|
22,017
|
|
$
|
21,612
|
|
$
|
22,252
|
|
$
|
21,138
|
|
Operating income
|
|
$
|
7,438
|
|
$
|
7,156
|
|
$
|
7,530
|
|
$
|
6,802
|
|
Net income
|
|
$
|
4,370
|
|
$
|
4,232
|
|
$
|
4,421
|
|
$
|
4,016
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.25
|
|
$
|
0.24
|
|
$
|
0.25
|
|
$
|
0.23
|
|
Diluted
|
|
$
|
0.25
|
|
$
|
0.24
|
|
$
|
0.25
|
|
$
|
0.23
|
|
41 | ||
42 | ||
/s/ James L. Pokluda III
|
|
/s/ Nicol G. Graham
|
James L. Pokluda III
|
|
Nicol G. Graham
|
President and Chief Executive Officer
|
|
Chief Financial Officer, Treasurer
|
|
|
and Secretary (Chief Accounting Officer)
|
43 | ||
44 | ||
45 | ||
(a) | The following financial statements of our Company and Report of the Independent Registered Public Accounting Firm areincluded in Part II: |
· | Report of Independent Registered Public Accounting Firm |
· | Consolidated Balance Sheets as of December 31, 2013 and 2012 |
· | Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011 |
· | Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2013, 2012 and 2011 |
· | Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011 |
· | Notes to Consolidated Financial Statements |
(b) | Financial Statement Schedules: |
(c) | Exhibits |
46 | ||
|
HOUSTON WIRE & CABLE COMPANY
(Registrant)
|
|
|
|
|
Date: March 13, 2014
|
By:
|
/s/ NICOL G. GRAHAM
|
|
|
Nicol G. Graham
Chief Financial Officer, Treasurer and Secretary
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
|
|
/s/ JAMES L. POKLUDA III
|
|
President, Chief Executive Officer and Director
|
|
March 13, 2014
|
James L. Pokluda III
|
|
|
|
|
|
|
|
|
|
/s/ NICOL G. GRAHAM
|
|
Chief Financial Officer, Treasurer and
Secretary (Principal Accounting Officer)
|
|
March 13, 2014
|
Nicol G. Graham
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL T. CAMPBELL
|
|
Director
|
|
March 13, 2014
|
Michael T. Campbell
|
|
|
|
|
|
|
|
|
|
/s/ IAN STEWART FARWELL
|
|
Director
|
|
March 13, 2014
|
Ian Stewart Farwell
|
|
|
|
|
|
|
|
|
|
/s/ PETER M. GOTSCH
|
|
Director
|
|
March 13, 2014
|
Peter M. Gotsch
|
|
|
|
|
|
|
|
|
|
/s/ WILSON B. SEXTON
|
|
Director
|
|
March 13, 2014
|
Wilson B. Sexton
|
|
|
|
|
|
|
|
|
|
/s/ WILLIAM H. SHEFFIELD
|
|
Director
|
|
March 13, 2014
|
William H. Sheffield
|
|
|
|
|
|
|
|
|
|
/s/ SCOTT L. THOMPSON
|
|
Director
|
|
March 13, 2014
|
Scott L. Thompson
|
|
|
|
|
EXHIBIT
NUMBER
|
|
EXHIBIT
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Houston Wire & Cable Company (incorporated herein by reference to Exhibit 3.1 to Houston Wire & Cable Company’s Registration Statement on Form S-1 (Registration No. 333-132703))
|
|
|
|
3.2
|
|
Amended and Restated By-Laws of Houston Wire & Cable Company (incorporated herein by reference to Exhibit 3.2 to Houston Wire & Cable Company’s Registration Current Report on Form 8-K filed May 11, 2012)
|
|
|
|
10.1*
|
|
Houston Wire & Cable Company 2000 Stock Plan (incorporated herein by reference to Exhibit 10.2 to Houston Wire & Cable Company’s Registration Statement on Form S-1 (Registration No. 333-132703))
|
|
|
|
10.2*
|
|
Houston Wire & Cable Company 2006 Stock Plan, as amended (incorporated herein by reference to (i) Exhibit 10.3 to Houston Wire & Cable Company’s Registration Statement on Form S-1 (Registration No. 333-132703) and (ii) Exhibit 10.1 to Houston Wire & Cable Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, as amended)
|
|
|
|
10.3*
|
|
Executive Employment Agreement dated as of January 1, 2012 between James L. Pokluda, III and Houston Wire & Cable Company (incorporated herein by reference to Exhibit 10.3 to Houston Wire & Cable Company’s Annual Report on Form 10-K for the year ended December 31, 2011)
|
|
|
|
10.4*
|
|
Form of Employee Stock Option Agreement under Houston Wire & Cable Company’s 2006 Stock Plan (incorporated herein by reference to Exhibit 10.23 to Houston Wire & Cable Company’s Annual Report on Form 10-K for the year ended December 31, 2007)
|
|
|
|
10.5*
|
|
Form of Director Stock Option Agreement under Houston Wire & Cable Company’s 2006 Stock Plan (incorporated herein by reference to Exhibit 10.24 to Houston Wire & Cable Company’s Annual Report on Form 10-K for the year ended December 31, 2007)
|
|
|
|
10.6*
|
|
Form of Employee Stock Award Agreement under Houston Wire & Cable Company’s 2006 Stock Plan (incorporated herein by reference to Exhibit 10.6 to Houston Wire & Cable Company’s Annual Report on Form 10-K for the year ended December 31, 2011)
|
|
|
|
10.7*
|
|
Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under Houston Wire & Cable Company’s 2006 Stock Plan (incorporated herein by reference to Exhibit 10.2 to Houston Wire & Cable Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, as amended)
|
|
|
|
10.8*
|
|
Description of Senior Management Bonus Program (incorporated herein by reference to Exhibit 10.8 to Houston Wire & Cable Company’s Annual Report on Form 10-K for the year ended December 31, 2011)
|
|
|
|
10.9*
|
|
Form of Director/Officer Indemnification Agreement by and between Houston Wire & Cable Company and a director, member of a committee of the Board of Directors or officer of Houston Wire & Cable Company (incorporated herein by reference to Exhibit 10.24 to Houston Wire & Cable Company’s Annual Report on Form 10-K for the year ended December 31, 2006)
|
|
|
|
10.10
|
|
Third Amended and Restated Loan and Security Agreement, dated as of September 30, 2011, among HWC Wire & Cable Company, as borrower, Houston Wire & Cable Company, as Guarantor, certain financial institutions, as lenders, and Bank of America, N.A., as agent (incorporated herein by reference to Exhibit 10.1 to Houston Wire & Cable Company’s Current Report on Form 8-K filed October 5, 2011)
|
|
|
|
10.11
|
|
Second Amended and Restated Guaranty dated as of September 30, 2011, by Houston Wire & Cable Company, as guarantor, in favor of Bank of America, N.A., as agent (incorporated herein by reference to Exhibit 10.2 to Houston Wire & Cable Company’s Current Report on Form 8-K filed October 5, 2011)
|
|
|
|
10.12*
|
|
Second Amendment to the Houston Wire & Cable Company’s 2006 Stock **
|
|
|
|
21.1
|
|
Subsidiaries of Houston Wire & Cable Company (incorporated herein by reference to Exhibit 21.1 to Houston Wire & Cable Company’s Registration Statement on Form S-1 (Registration No. 333-132703))
|
23.1
|
|
Consent of Ernst & Young, LLP **
|
|
|
|
31.1
|
|
Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ** |
|
|
|
31.2
|
|
Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ** |
|
|
|
32.1
|
|
Certifications of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** |
Exhibit 10.12
SECOND AMENDMENT TO THE
HOUSTON WIRE & CABLE COMPANY
2006 STOCK PLAN
WHEREAS, Houston Wire & Cable Company, a Delaware corporation (the “Company”), maintains the Houston Wire & Cable Company 2006 Stock Plan, as amended (the “Plan”); and
WHEREAS, the Company has reserved the authority to amend the Plan and now deems it appropriate to do so.
NOW THEREFORE, the Plan is hereby amended, effective as of February 10, 2014, as follows:
1. | Section 6.2(e) of the Plan is hereby amended to read in its entirety as follows: |
(e) Subject to the provisions of subsection (b) hereof and the restrictions set forth in the related Stock Award Agreement, the Participant receiving a grant of or purchasing Common Stock shall thereupon be a stockholder with respect to all of the shares represented by such certificate or certificates and shall have the rights of a stockholder with respect to such shares, including the right to vote such shares and to receive dividends and other distributions paid with respect to such shares. Notwithstanding the preceding sentence, in the case of a Stock Award that provides for the right to receive dividends or distributions: (i) if such Stock Award is subject to performance-based restrictions as described in Section 6.2(c), the Company shall accumulate and hold such dividends or distributions, and (ii) in the case of all other such Stock Awards, the Board shall have the discretion to cause the Company to accumulate and hold such dividends or distributions. In either such case, the accumulated dividends or other distributions shall be paid to the Participant only upon the lapse of the restrictions to which the Stock Award is subject, and any such dividends or distributions attributable to the portion of a Stock Award for which the restrictions do not lapse shall be forfeited.
2. | Section 8.1 of the Plan is hereby amended to read in its entirety as follows: |
8.1 Effect of Change in Control. In addition to the Committee’s authority set forth in Section 3, upon a Change in Control of HWC, the Committee is authorized, and has sole discretion, as to any Award, either at the time such Award is granted hereunder or any time thereafter, to take any one or more of the following actions: (i) provide that (A) all outstanding Awards shall become fully vested and exercisable, and (B) all restrictions applicable to all Awards shall terminate or lapse; (ii) provide for the purchase of any outstanding Stock Option, for an amount of cash equal to the difference between the exercise price and the then Fair Market Value of the Common Stock covered thereby had such Stock Option been currently exercisable; (iii) make such adjustment to any such Award then outstanding as the Committee deems appropriate to reflect such Change in Control; and (iv) cause any such Award then outstanding to be assumed, by the acquiring or surviving corporation, after such Change in Control.
IN WITNESS WHEREOF, this Second Amendment has been executed on this 10th day of February, 2014.
HOUSTON WIRE & CABLE COMPANY | ||
By: | ||
Nicol
G. Graham Chief Financial Officer, Treasurer and Secretary |
1.
|
I have reviewed this annual report on Form 10-K for the year ended December 31, 2013 of Houston Wire & Cable Company;
|
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 registrant’s 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 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 registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(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 registrant’s 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 registrant’s internal control over financial reporting.
|
Date: March 13, 2014
|
/s/ James L. Pokluda III
|
|
James L. Pokluda III
|
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended December 31, 2013 of Houston Wire & Cable Company;
|
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 registrant’s 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 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 registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(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 registrant’s 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 registrant’s internal control over financial reporting.
|
Date: March 13, 2014
|
/s/ Nicol G. Graham
|
|
Nicol G. Graham
|
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
|
Date:
|
March 13, 2014
|
/s/ James L. Pokluda III
|
|
|
James L. Pokluda III
|
|
|
Chief Executive Officer
|
Date:
|
March 13, 2014
|
/s/ Nicol G. Graham
|
|
|
Nicol G. Graham
|
|
|
Chief Financial Officer
|
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