UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 29, 2012
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File number 1-3834
CONTINENTAL MATERIALS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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36-2274391 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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200 South Wacker Drive, Suite 4000, Chicago, Illinois |
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60606 |
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(Address of principal executive offices) |
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(Zip Code) |
(312) 541-7200
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer o |
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Accelerated Filer o |
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|
|
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Non-Accelerated Filer o |
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Smaller reporting company x |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 or the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: Common Stock, $0.25 par value, shares outstanding at November 10, 2012: 1,634,278.
Explanatory Note
The purpose of this Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2012 which was filed with the Securities and Exchange Commission on November 13, 2012 (the “Original Report”) is solely to correct typographical errors contained in the certifications of the Company’s Principal Executive Officer and Principal Financial Officer attached as Exhibits 31.1 and 31.2, respectively. Except for these corrections, no other changes have been made to any of the financial or other information contained in the Original Report. This Amendment No. 1 speaks as of the filing date of the Original Report and does not reflect events that have occurred subsequent to the filing date of the Original Report.
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
CONTINENTAL MATERIALS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 29, 2012 and DECEMBER 31, 2011
(000’s omitted except share data)
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SEPTEMBER 29, |
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2012 |
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DECEMBER 31, |
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(Unaudited) |
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2011 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
677 |
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$ |
840 |
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Receivables, net |
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18,083 |
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18,176 |
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Current portion of long-term note receivable — related party |
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— |
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35 |
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Receivable for insured losses |
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185 |
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439 |
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Inventories: |
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|
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Finished goods |
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9,065 |
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7,477 |
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Work in process |
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1,030 |
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950 |
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Raw materials and supplies |
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8,202 |
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8,970 |
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Prepaid expenses |
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1,336 |
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1,264 |
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Cash deposit for self-insured claims |
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— |
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4,340 |
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Deferred income taxes |
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1,760 |
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1,624 |
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Real Estate held for resale — related party |
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723 |
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723 |
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Total current assets |
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41,061 |
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44,838 |
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Property, plant and equipment, net |
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19,694 |
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21,086 |
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Goodwill |
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7,229 |
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7,229 |
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Amortizable intangible assets, net |
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193 |
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242 |
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Prepaid royalties |
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1,742 |
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1,646 |
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Deferred income taxes |
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832 |
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— |
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Long-term note receivable — related party |
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352 |
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317 |
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Other assets |
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513 |
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513 |
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$ |
71,616 |
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$ |
75,871 |
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LIABILITIES |
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Current liabilities: |
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Current portion of long-term debt |
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$ |
625 |
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$ |
500 |
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Accounts payable and accrued expenses |
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14,039 |
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11,823 |
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Liability for unpaid claims covered by insurance |
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185 |
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439 |
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Total current liabilities |
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14,849 |
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12,762 |
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Revolving bank loan payable |
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3,800 |
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8,150 |
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Long-term debt |
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3,408 |
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3,783 |
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Deferred income taxes |
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— |
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179 |
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Other long-term liabilities |
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1,859 |
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1,691 |
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SHAREHOLDERS’ EQUITY |
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Common shares, $0.25 par value; authorized 3,000,000 shares; issued 2,574,264 shares |
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643 |
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643 |
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Capital in excess of par value |
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1,815 |
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1,870 |
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Retained earnings |
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61,244 |
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62,999 |
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Treasury shares, 939,986 and 951,986, at cost |
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(16,002 |
) |
(16,206 |
) | ||
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47,700 |
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49,306 |
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$ |
71,616 |
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$ |
75,871 |
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See notes to condensed consolidated financial statements.
CONTINENTAL MATERIALS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
FOR THE THREE MONTHS ENDED SEPTEMBER 29, 2012 AND OCTOBER 1, 2011
(Unaudited)
(000’s omitted except per-share amounts)
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SEPTEMBER 29, |
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OCTOBER 1, |
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2012 |
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2011 |
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Net sales |
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$ |
29,166 |
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$ |
25,501 |
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Costs and expenses: |
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Cost of sales (exclusive of depreciation, depletion and amortization) |
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23,636 |
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19,944 |
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Depreciation, depletion and amortization |
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825 |
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1,012 |
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Selling and administrative |
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4,874 |
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4,937 |
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Gain on disposition of property and equipment |
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4 |
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29 |
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29,331 |
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25,864 |
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Operating loss |
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(165 |
) |
(363 |
) | ||
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Interest expense, net |
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(135 |
) |
(141 |
) | ||
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Amortization of deferred financing fees |
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— |
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(51 |
) | ||
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Other income, net |
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3 |
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— |
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Loss from continuing operations before income taxes |
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(297 |
) |
(555 |
) | ||
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Benefit for income taxes |
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(106 |
) |
(239 |
) | ||
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Net loss from continuing operations |
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(191 |
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(316 |
) | ||
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Income (loss) from discontinued operation net of income tax benefit of $0 and $5 |
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— |
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(6 |
) | ||
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Net loss |
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(191 |
) |
(322 |
) | ||
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Retained earnings, beginning of period |
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61,435 |
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63,672 |
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Retained earnings, end of period |
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$ |
61,244 |
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$ |
63,350 |
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Net loss per basic and diluted share: |
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|
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Continuing operations |
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$ |
(.11 |
) |
$ |
(.20 |
) |
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Discontinued operation |
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(.00 |
) |
(.00 |
) | ||
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Net income per basic and diluted share |
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$ |
(.11 |
) |
$ |
(.20 |
) |
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Average shares outstanding |
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1,634 |
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1,623 |
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See notes to condensed consolidated financial statements
CONTINENTAL MATERIALS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
FOR THE NINE MONTHS ENDED SEPTEMBER 29, 2012 AND OCTOBER 1, 2011
(Unaudited)
(000’s omitted except per-share amounts)
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SEPTEMBER 29, |
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OCTOBER 1, |
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|
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2012 |
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2011 |
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Net sales |
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$ |
83,309 |
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$ |
78,244 |
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|
|
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Costs and expenses: |
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Cost of sales (exclusive of depreciation, depletion and amortization) |
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67,466 |
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62,304 |
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Depreciation, depletion and amortization |
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2,938 |
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3,193 |
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Selling and administrative |
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15,255 |
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14,817 |
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|
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|
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Gain on disposition of property and equipment |
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21 |
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169 |
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85,638 |
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80,145 |
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Operating loss |
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(2,329 |
) |
(1,901 |
) | ||
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Interest expense, net |
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(400 |
) |
(443 |
) | ||
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Amortization of deferred financing fees |
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(60 |
) |
(154 |
) | ||
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Other income, net |
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17 |
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25 |
| ||
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Loss from continuing operations before income taxes |
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(2,772 |
) |
(2,473 |
) | ||
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Benefit for income taxes |
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(1,026 |
) |
(920 |
) | ||
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|
|
|
|
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Net loss from continuing operations |
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(1,746 |
) |
(1,553 |
) | ||
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Loss from discontinued operation net of income tax benefit of $5 and $26 |
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(9 |
) |
(44 |
) | ||
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|
|
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Net loss |
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(1,755 |
) |
(1,597 |
) | ||
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|
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|
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Retained earnings, beginning of period |
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62,999 |
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64,947 |
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Retained earnings, end of period |
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$ |
61,244 |
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$ |
63,350 |
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Net loss per basic and diluted share: |
|
|
|
|
| ||
|
Continuing operations |
|
$ |
(1.07 |
) |
$ |
(.96 |
) |
|
Discontinued operation |
|
(— |
) |
(.03 |
) | ||
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Net loss per basic and diluted share |
|
$ |
(1.07 |
) |
$ |
(.99 |
) |
|
|
|
|
|
|
| ||
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Average shares outstanding |
|
1,634 |
|
1,615 |
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See notes to condensed consolidated financial statements
CONTINENTAL MATERIALS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 29, 2012 AND OCTOBER 1, 2011
(Unaudited)
(000’s omitted)
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|
|
SEPTEMBER 29, |
|
OCTOBER 1, |
| ||
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Net cash provided by operating activities |
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$ |
1,554 |
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$ |
547 |
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|
|
|
|
|
|
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Investing activities: |
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|
|
|
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Capital expenditures |
|
(1,487 |
) |
(1,258 |
) | ||
|
Loan to subsidiary executive — related party |
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— |
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(336 |
) | ||
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Cash proceeds from sale of property and equipment |
|
30 |
|
169 |
| ||
|
Net cash used in investing activities |
|
(1,457 |
) |
(1,425 |
) | ||
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|
|
|
|
|
| ||
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Financing activities: |
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|
|
|
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(Repayments) borrowings on the revolving bank loan, net |
|
(4,350 |
) |
1,400 |
| ||
|
Repayment of long-term debt |
|
(250 |
) |
(875 |
) | ||
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Refund of cash deposit for self-insured claims |
|
4,340 |
|
500 |
| ||
|
Net cash (used in) provided by financing activities |
|
(260 |
) |
1,025 |
| ||
|
|
|
|
|
|
| ||
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Net (decrease) increase in cash and cash equivalents |
|
(163 |
) |
147 |
| ||
|
Cash and cash equivalents: |
|
|
|
|
| ||
|
Beginning of period |
|
840 |
|
1,032 |
| ||
|
|
|
|
|
|
| ||
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End of period |
|
$ |
677 |
|
$ |
1,179 |
|
|
|
|
|
|
|
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Supplemental disclosures of cash flow items: |
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|
|
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Cash paid during the nine months for: |
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|
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Interest, net |
|
$ |
435 |
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$ |
492 |
|
|
Income taxes paid |
|
244 |
|
363 |
| ||
See notes to condensed consolidated financial statements
CONTINENTAL MATERIALS CORPORATION
SECURITIES AND EXCHANGE COMMISSION FORM 10-Q
NOTES TO THE QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
QUARTER ENDED SEPTEMBER 29, 2012
(Unaudited)
1. The unaudited interim condensed consolidated financial statements included herein are prepared pursuant to the Securities and Exchange Commission rules and regulations for reporting on Form 10-Q. Accordingly, certain information and footnote disclosures normally accompanying the annual consolidated financial statements have been omitted. The condensed consolidated balance sheet of the Company as of December 31, 2011 has been derived from the audited consolidated balance sheet of the Company as of that date. The interim condensed consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s latest annual report on Form 10-K. In the opinion of management, the condensed consolidated financial statements include all adjustments (none of which were other than normal recurring adjustments) necessary for a fair statement of the results for the interim periods. Discontinued operation refers to the residual activity related to Rocky Mountain Ready Mix (RMRM), a Colorado corporation sold by the Company on July 17, 2009.
2. Income taxes are accounted for under the asset and liability method that requires deferred income taxes to reflect the future tax consequences attributable to differences between the tax and financial reporting bases of assets and liabilities. Deferred tax assets and liabilities recognized are based on the tax rates in effect in the year in which differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, based on available positive and negative evidence, it is “more likely than not” (greater than a 50% likelihood) that some or all of the net deferred tax assets will not be realized.
The Company has established a valuation reserve related to the carry-forward of all charitable contributions deductions arising from prior years and the portion of contributions in 2012 that the Company believes it will be unable to utilize prior to the expiration of their carry-forward periods. At January 1, 2011, the Company also established a valuation reserve of $1,474,000 against the carry-forward of the long-term capital loss related to the sale of the stock of RMRM due to the uncertainty that the Company will be able to generate offsetable long-term capital gains prior to the expiration of the carry-forward period. For Federal purposes, net operating losses can be carried forward for a period of 20 years while alternative minimum tax credits can be carried forward indefinitely. For state purposes, net operating losses can be carried forward for periods ranging from 5 to 20 years for the states that the Company is required to file in. California Enterprise Zone credits can be carried forward indefinitely while Colorado credits can be carried forward for 7 years. As of September 29, 2012, the Company did not consider it necessary to establish a valuation reserve related to the net operating losses.
The Company’s income tax returns are subject to audit by the Internal Revenue Service (IRS) and state tax authorities. The amounts recorded for income taxes reflect the Company’s tax positions based on research and interpretations of complex laws and regulations. The Company accrues liabilities related to uncertain tax positions taken or expected to be taken in its tax returns. The IRS has completed examinations for the periods through 2010. Various state income tax returns also remain subject to examination.
3. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:
Level 1 Quoted prices in active markets for identical assets or liabilities.
Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities. Unobservable inputs reflect the assumptions that market participants would use when pricing the asset or liability including assumptions about risk.
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheet.
Cash and Cash Equivalents: The carrying amount approximates fair value and was valued as Level 1.
Notes Receivables with Related Parties: It was not practical to estimate the fair value of long-term receivables and payables with related parties. The terms of the amounts reflected in the balance sheet at September 29, 2012 are more fully discussed in the 10-K for the fiscal year ended December 31, 2011.
Notes Payable and Long-term Debt: Fair value is estimated based on the borrowing rates currently available to the Company for bank loans with similar terms and maturities and determined through the use of a discounted cash flow model. The carrying amount of long-term debt represents a reasonable estimate of the corresponding fair value as the Company’s debt is held at variable interest rates and was valued as Level 2.
4. There are currently no significant prospective accounting pronouncements that are expected to have a material effect on the Company’s consolidated financial statements.
5. Operating results for the first nine months of 2012 are not necessarily indicative of performance for the entire year due to the seasonality of most of the Company’s products. Historically, sales of the Evaporative Cooling segment are higher in the first and second quarters, sales of the Concrete, Aggregates and Construction Supplies (CACS) segment are higher in the second and third quarters and sales of the Heating and Cooling segment are higher in the third and fourth quarters. The sales of the Door segment are more evenly spread throughout the year. The economic recession and financial market turmoil that began in the latter part of 2008 has had a significant detrimental effect on the construction industry in general and on the Company’s construction related businesses in particular since that time and is expected to continue to do so for the foreseeable future.
6. There is no difference in the calculation of basic and diluted earnings per share (EPS) for the three-month or nine-month periods ended September 29, 2012 and October 1, 2011 as the Company does not have any dilutive instruments.
7. The Company operates primarily in two industry groups, Heating, Ventilation and Air Conditioning (HVAC) and Construction Products. Within each of these two industry groups, the Company has identified two reportable segments: the Heating and Cooling segment and the Evaporative Cooling segment in the HVAC industry group and the CACS segment and the Door segment in the Construction Products industry group.
The Heating and Cooling segment produces and sells gas-fired wall furnaces, console heaters and fan coils from the Company’s wholly-owned subsidiary, Williams Furnace Co. of Colton, California (WFC). The Evaporative Cooling segment produces and sells evaporative coolers from the Company’s wholly-owned subsidiary, Phoenix Manufacturing, Inc. of Phoenix, Arizona (PMI). Sales of these two segments are nationwide but are concentrated in the southwestern United States. Concrete, Aggregates and Construction Supplies are offered from numerous locations along the Southern Front Range of Colorado operated by the Company’s wholly-owned subsidiaries collectively referred to as Transit Mix Concrete Co. (TMC). Doors are fabricated and sold along with the related hardware from Colorado Springs and Pueblo, Colorado through the Company’s wholly-owned subsidiary, McKinney Door and Hardware, Inc. of Pueblo (MDHI). Sales of these two segments are highly concentrated in the Southern Front Range area in Colorado although door sales are also made throughout the United States.
In addition to the above reporting segments, an “Unallocated Corporate” classification is used to report the unallocated expenses of the corporate office which provides treasury, insurance and tax services as well as strategic business planning and general management services. Expenses related to the corporate information technology group are allocated to all locations, including the corporate office. An “Other” classification is used to report a real estate operation and the activity of a new business venture, Williams EcoLogix, Inc. The Company purchased the residence of and made a loan to an executive of one of the Company’s subsidiaries in connection with his relocation. The residence is classified as “Real estate held for resale” on the condensed consolidated balance sheet. The residence and the loan receivable are included in the assets of the “Other” classification. The related party loan is secured by marketable securities and bears interest at 5%.
The Company evaluates the performance of its segments and allocates resources to them based on a number of criteria including operating income, return on investment and other strategic objectives. Operating income is determined by deducting operating expenses from all revenues. In computing operating income, none of the following has been added or deducted: unallocated corporate expenses, interest, other income or loss or income taxes.
The following table presents information about reported segments for the nine-month and three-month periods ended September 29, 2012 and October 1, 2011 along with the items necessary to reconcile the segment information to the totals reported in the financial statements (amounts in thousands):
|
|
|
Construction Products |
|
HVAC Products |
|
|
|
|
|
|
| |||||||||||||||||
|
|
|
Concrete, |
|
Doors |
|
Combined |
|
Heating |
|
Evaporative |
|
Combined |
|
Unallocated |
|
Other |
|
Total |
| |||||||||
|
2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
Nine Months ended September 29, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
Net sales to external customers |
|
$ |
29,332 |
|
$ |
9,535 |
|
$ |
38,867 |
|
$ |
22,545 |
|
$ |
21,628 |
|
$ |
44,173 |
|
$ |
11 |
|
$ |
258 |
|
$ |
83,309 |
|
|
Depreciation, depletion and amortization |
|
2,169 |
|
100 |
|
2,269 |
|
316 |
|
282 |
|
598 |
|
71 |
|
— |
|
2,938 |
| |||||||||
|
Operating (loss) income |
|
(3,208 |
) |
427 |
|
(2,781 |
) |
466 |
|
2,101 |
|
2,567 |
|
(1,928 |
) |
(187 |
) |
(2,329 |
) | |||||||||
|
Segment assets |
|
34,762 |
|
5,999 |
|
40,761 |
|
18,039 |
|
10,335 |
|
28,374 |
|
1,400 |
|
1,081 |
|
71,616 |
| |||||||||
|
Capital expenditures (b) |
|
697 |
|
26 |
|
723 |
|
330 |
|
425 |
|
755 |
|
9 |
|
— |
|
1,487 |
| |||||||||
|
Quarter ended September 29, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
Net sales to external customers |
|
$ |
12,659 |
|
$ |
3,083 |
|
$ |
15,742 |
|
$ |
7,672 |
|
$ |
5,662 |
|
$ |
13,334 |
|
$ |
4 |
|
$ |
86 |
|
$ |
29,166 |
|
|
Depreciation, depletion and amortization |
|
579 |
|
33 |
|
612 |
|
108 |
|
97 |
|
205 |
|
8 |
|
— |
|
825 |
| |||||||||
|
Operating income (loss) |
|
(187 |
) |
88 |
|
(99 |
) |
258 |
|
394 |
|
652 |
|
(672 |
) |
(46 |
) |
(165 |
) | |||||||||
|
Segment assets |
|
34,762 |
|
5,999 |
|
40,761 |
|
18,039 |
|
10,335 |
|
28,374 |
|
1,400 |
|
1,081 |
|
71,616 |
| |||||||||
|
Capital expenditures (b) |
|
500 |
|
9 |
|
509 |
|
135 |
|
206 |
|
341 |
|
3 |
|
— |
|
853 |
| |||||||||
|
|
|
Construction Products |
|
HVAC Products |
|
|
|
|
|
|
| |||||||||||||||||
|
|
|
Concrete, |
|
Doors |
|
Combined |
|
Heating |
|
Evaporative |
|
Combined |
|
Unallocated |
|
Other |
|
Total |
| |||||||||
|
2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
Nine Months ended October 1, 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
Net sales to external customers |
|
$ |
24,719 |
|
$ |
9,164 |
|
$ |
33,883 |
|
$ |
22,920 |
|
$ |
21,173 |
|
$ |
44,093 |
|
$ |
10 |
|
$ |
258 |
|
$ |
78,244 |
|
|
Depreciation, depletion and amortization |
|
2,452 |
|
103 |
|
2,555 |
|
314 |
|
273 |
|
587 |
|
51 |
|
— |
|
3,193 |
| |||||||||
|
Operating (loss) income |
|
(3,500 |
) |
556 |
|
(2,944 |
) |
750 |
|
2,290 |
|
3,040 |
|
(1,837 |
) |
(160 |
) |
(1,901 |
) | |||||||||
|
Segment assets (a) |
|
32,289 |
|
5,827 |
|
38,116 |
|
19,600 |
|
11,967 |
|
31,567 |
|
5,106 |
|
1,082 |
|
75,871 |
| |||||||||
|
Capital expenditures (b) |
|
932 |
|
60 |
|
992 |
|
99 |
|
150 |
|
249 |
|
17 |
|
— |
|
1,258 |
| |||||||||
|
Quarter ended October 1, 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
Net sales to external customers |
|
$ |
8,266 |
|
$ |
3,161 |
|
$ |
11,427 |
|
$ |
8,414 |
|
$ |
5,570 |
|
$ |
13,984 |
|
$ |
4 |
|
$ |
86 |
|
$ |
25,501 |
|
|
Depreciation, depletion and amortization |
|
806 |
|
36 |
|
842 |
|
105 |
|
48 |
|
153 |
|
17 |
|
— |
|
1,012 |
| |||||||||
|
Operating income (loss) |
|
(780 |
) |
72 |
|
(708 |
) |
586 |
|
373 |
|
959 |
|
(541 |
) |
(73 |
) |
(363 |
) | |||||||||
|
Segment assets (a) |
|
32,289 |
|
5,827 |
|
38,116 |
|
19,600 |
|
11,967 |
|
31,567 |
|
5,106 |
|
1,082 |
|
75,871 |
| |||||||||
|
Capital expenditures (b) |
|
452 |
|
4 |
|
456 |
|
29 |
|
12 |
|
41 |
|
3 |
|
— |
|
500 |
| |||||||||
(a) Segment assets are as of December 31, 2011.
(b) Capital expenditures are presented on the accrual basis of accounting.
There are no differences in the basis of segmentation or in the basis of measurement of segment profit or loss from the last Annual Report on Form 10-K.
8. Identifiable amortizable intangible assets as of September 29, 2012 include a non-compete agreement, a restrictive land covenant and customer relationships. Collectively, these assets were carried at $193,000, net of $527,000 accumulated amortization. The pre-tax amortization expense for intangible assets during the quarter ended September 29, 2012 was $16,000 compared to $18,000 for the quarter ended October 1, 2011 and was $49,000 for the nine months ended September 29, 2012 as compared to $83,000 for the nine months ended October 1, 2011.
Based upon the intangible assets recorded on the balance sheet at September 29, 2012, amortization expense for the next five years is estimated to be as follows: 2012 — $65,000; 2013 — $59,000; 2014 — $52,000; 2015 — $45,000 and 2016 — $21,000.
9. During the first quarter of 2012, the Company provided a letter of credit to replace the $4,340,000 of cash deposited for self-insured claims with the Company’s insurance carrier.
10. The Company issued a total of 12,000 shares to eight eligible board members effective January 6, 2012 as full payment for their 2012 base retainer fee. The shares were issued under the 2010 Non-Employee Directors Stock Plan.
11. The Company is involved in litigation matters related to its business, principally product liability matters related to the gas-fired heating products and fan coil products in the Heating and Cooling segment. In the Company’s opinion, none of these proceedings, when concluded, will have a material adverse effect on the Company’s consolidated results of operations, cash flows or financial condition as the Company has established adequate accruals for matters that are probable and estimable. The Company does not accrue estimated amounts for future legal costs related to the defense of these matters but rather expenses them as incurred.
In November 2010, the Company filed a lawsuit against an insurance company with regard to a business interruption claim and property damages resulting from an incident that lead to the cessation of operations at the Pikeview Quarry in December of 2008. The discovery process has been completed and the case has been assigned a court date in the first quarter of 2013. No recovery
has been recorded in the Company’s financial statements and all related costs have been expensed to date. The Company incurred expenses related to this litigation during the quarter ended September 29, 2012 of $180,000 compared to $421,000 for the quarter ended October 1, 2011 and $406,000 and $876,000 for the nine months ended September 29, 2012 and October 1, 2011, respectively. The Company has entered into a Contingent Fee Agreement with the two legal firms engaged with regard to the Pikeview insurance claim. Under the terms of this agreement the Company has agreed to pay a fixed amount of non-contingent legal fees. In addition to the non-contingent fees, the Company has agreed to pay a contingent fee of 33% of any settlement proceeds or court award in excess of the sum of the non-contingent legal fees, all other litigation expenses and $500,000. The maximum compensation to the Company’s legal counsel is limited to three times their normal billing rates. As of September 29, 2012 approximately 98% of the non-contingent legal fees have been paid. A director of the Company is a partner in one of the firms that has been engaged.
The Company is also involved in a lawsuit to recover a receivable. There has been no significant change since the discussion in the Form 10-K filed with the Securities and Exchange Commission for the 2011 fiscal year.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures.
The Company’s Chief Executive Officer and Chief Financial Officer, with the participation of management, have evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act) as of September 29, 2012. The Chief Executive Officer and Chief Financial Officer, based on that evaluation, concluded that our disclosure controls and procedures were effective and were reasonably designed to ensure that all material information relating to the Company (including its subsidiaries) required to be disclosed in this quarterly report is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.
(b) Changes in Internal Control Over Financial Reporting.
The Company continually reassesses its internal control over financial reporting and makes changes as deemed prudent. During the quarter ended September 29, 2012, there were no material weaknesses identified in our review of internal control over financial reporting and no significant changes in the Company’s internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Subsequent to the September 29, 2012 third quarter-end and after the October 2012 termination of a corporate office employee, the Company discovered that beginning in January 2010, the former employee had charged approximately $310,000 of personal expenditures to a Company credit card. The Company has now also determined that the former employee concealed the personal nature of the expenditures by preparing falsified credit card statements and supporting invoices. The Company believes that any impact of this matter on the results of operations for 2010, 2011 and 2012, or the net worth of the Company will not be material. The Company has filed an insurance claim under its employee dishonesty policy which has a $50,000 deductible. The Company is also seeking reimbursement from the former employee and is consulting with its legal counsel to determine what other actions it may take against the former employee. The Company has already implemented procedures that provide reasonable assurance that this type of situation will not recur.
PART II - OTHER INFORMATION
Item 6. Exhibits
|
Exhibit No. |
|
Description |
|
|
|
|
|
3 |
|
Registrant’s Restated Certificate of Incorporation dated May 28, 1975, as amended on May 24, 1978, May 27, 1987 and June 3, 1999 filed as Exhibit 3 to Form 10-K for the year ended January 1, 2005, incorporated by reference. |
|
|
|
|
|
3a |
|
Registrant’s By-laws, as amended September 19, 1975 filed as Exhibit 6 to Form 8-K for the month of September 1975, incorporated herein by reference. |
|
|
|
|
|
10 |
|
Amended and Restated Credit Agreement dated November 18, 2011 among Continental Materials Corporation, as the Company (borrower), The Various Financial Institutions Party Hereto, as Lenders, and The Private Bank and Trust Company, as Administrative Agent and Arranger, filed as Exhibit 10 to Form 10-Q for the quarter ended October 1, 2011. |
|
31.1 |
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) and Rule 13a-14(d)/15d-14(d) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes - Oxley Act of 2002. |
|
|
|
|
|
31.2 |
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) and Rule 13a-14(d)/15d-14(d) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes - Oxley Act of 2002. |
|
|
|
|
|
32 |
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002. |
|
|
|
|
|
95 |
|
Mine Safety Disclosures incorporated by reference from Exhibit 95 to the Original Report. |
|
|
|
|
|
101 |
|
The following financial information from Continental Materials Corporation’s Quarterly Report on Form 10-Q for the period ended September 29, 2012 filed with the SEC on November 13, 2012, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Operations and Retained Earnings for the three and nine-month periods ended September 29, 2012 and October 1, 2011, (ii) the Condensed Consolidated Balance Sheets at September 29, 2012 and December 31, 2011, (iii) the Condensed Consolidated Statements of Cash Flows for the nine-month periods ended September 29, 2012 and October 1, 2011, and (iv) Notes to the Quarterly Condensed Consolidated Financial Statements incorporated by reference from Exhibit 101 to the Original Report.* |
* Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed part of a registration statement, prospectus or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filings.
SIGNATURE
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.
|
|
|
|
CONTINENTAL MATERIALS CORPORATION | |
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: |
February 8, 2012 |
|
By: |
/s/ Joseph J. Sum |
|
|
|
|
|
Joseph J. Sum, Vice President |
|
|
|
|
|
and Chief Financial Officer |
Exhibit 31.1
CERTIFICATION
I, James G. Gidwitz, certify that:
1. I have reviewed this Form 10-Q/A for the quarterly period ended September 29, 2012 of Continental Materials Corporation;
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(s) 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(s) 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: February 8, 2013
|
|
By: |
/s/ James G. Gidwitz |
|
|
|
James G. Gidwitz |
|
|
|
Chairman of the Board and |
|
|
|
Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
I, Joseph J. Sum, certify that:
1. I have reviewed this Form 10-Q/A for the quarterly period ended September 29, 2012 of Continental Materials Corporation;
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(s) 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(s) 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: February 8, 2013
|
|
By: |
/s/ Joseph J. Sum |
|
|
|
Joseph J. Sum |
|
|
|
Vice President and Chief Financial Officer |
Exhibit 32
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Continental Materials Corporation (the “Company”) on Form 10-Q/A for the period ended September 29, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James G. Gidwitz, the Chairman of the Board and Chief Executive Officer of the Company, and I, Joseph J. Sum, the Vice President and Chief Financial Officer of the Company, hereby certify, pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and Section 1350, of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that to our knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented in the Report.
February 8, 2013
|
|
By: |
/s/ James G. Gidwitz |
|
|
|
James G. Gidwitz |
|
|
|
Chairman of the Board and |
|
|
|
Chief Executive Officer |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Joseph J. Sum |
|
|
|
Joseph J. Sum |
|
|
|
Vice President and Chief Financial Officer |