NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Thousands, except per share data)
(unaudited)
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements include Coleman Cable, Inc. and all of its subsidiaries (the
Company, Coleman, we, us, or our). The condensed consolidated financial statements included herein are unaudited. The preparation of the condensed consolidated financial statements is in
conformity with the rules and regulations of the Securities and Exchange Commission (the SEC) and in accordance with United States generally accepted accounting principles (U.S. GAAP) for interim financial information.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules or regulations. The condensed consolidated financial statements
reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation in conformity with U.S. GAAP. All amounts are in thousands, unless otherwise indicated. The
condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Companys Form 10-K for the fiscal year ended December 31, 2012. The results of
operations for the interim periods should not be considered indicative of results to be expected for the full year.
2. NEW ACCOUNTING PRONOUNCEMENT
Accounting Standards Update No. 2013-11 Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit when a
Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (ASU No. 2013-11)
ASU
No. 2013-11 requires that an unrecognized tax benefit, or portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to deferred tax asset for a net operating loss carryforward, a similar loss, or a
tax credit carryforward. However, to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforwards is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional
income taxes that would result from the disallowance of the tax positions, or the tax law of the applicable jurisdictions does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the
unrecognized tax benefit should be presented in the financial statements as a liability and should not combined with deferred tax assets. The amendments are effective for fiscal years and interim periods beginning after December 15, 2013. The
Company does not expect the adoption of these amendments to have a material impact on the Companys statement of financial position.
Accounting
Standards Update No. 2013-02 Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU No. 2013 -02)
ASU No. 2013-02 requires entities to disclose additional information about reclassification adjustments, including changes in Accumulated Other
Comprehensive Income (AOCI) and significant items reclassified out of AOCI. The new disclosure requirements do not amend any existing requirements for reporting net income or Other Comprehensive Income (OCI). An entity is
required to disaggregate the total change of each component of OCI and separately present (1) reclassification adjustments and (2) current-period OCI. Additionally, the amendments require an entity to present information about significant
items reclassified out of AOCI by component either (1) on the face of the statement where net income is presented or (2) as a separate disclosure in the notes to the financial statements. ASU 2013-02 does not change the current
requirements for interim financial statement reporting or comprehensive income. The amendments were effective for fiscal years, and interim periods within those years, beginning after December 15, 2012. The Company adopted this provision during
the first quarter ended March 31, 2013 and it did not have a material impact on the Companys results of operations, financial position and cash flows.
Accounting Standards Update No. 2011-11 Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU
No. 2011-11)
ASU No. 2011-11 amends existing guidance by enhancing disclosures required by U.S. GAAP by requiring improved
information about financial instruments and derivative instruments that are either (1) offset in accordance with Section 201-20-45 or Section 815-10-45 or
(2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with
Section 210-20-45 or Section 815-10-45. This information will enable users of an entitys financial statements to evaluate the effect or potential effect of netting arrangements on an entitys financial position, including the
effect or potential effect of rights of setoff associated with certain derivatives, sale and repurchase agreements and reverse sale repurchase agreements, and securities borrowing and securities lending arrangements. ASU No. 2011-11 requires
retrospective application, and was effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. The Company adopted the provisions in ASU No. 2011-11 and the clarifying amendments included in
ASU No. 2013-01 during the first quarter ended March 31, 2013 and they did not have a material impact on the Companys results of operations, financial position and cash flows.
8
3. GOODWILL, INTANGIBLE ASSETS AND ASSET IMPAIRMENTS
We recorded a $6,584 non-cash goodwill impairment charge in the third quarter of 2013 related to our TRC Military reporting unit. TRC
Military serves primarily as a subcontractor to customers who directly sell to the U.S. military for defense-related programs. This non-cash goodwill impairment was largely as a result of the continued negative impact of the U.S. government
sequestration, which has greatly reduced overall demand in this business from pre-sequestration levels, as well as delays and limited visibility with respect to the timing of, and total projected revenues to be earned from, certain new military
programs being pursued. The success of these new programs was viewed as necessary to offset weakness in TRC Militarys base business in achieving forecasted 2013 and 2014 revenues in this business. At the end of the second quarter of 2013, we
indicated that several of these new projects faced key 2013 milestones in testing or the securing of orders pursuant to government contracts. During the period ending September 30, 2013, we did not achieve certain of these milestone events and
visibility with respect to future orders remained limited. Consequently, we revised our projected forecast for future periods. We believe this revision created a triggering event that required us to perform an interim goodwill impairment test of as
September 30, 2013.
The Company followed the accounting provisions outlined in Accounting Standards Codification
Intangibles
Goodwill and Other (
ASC
Topic 350)
used to measure the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. After assigning an implied fair value to all of the reporting units assets
and liabilities, the second step results indicated a non-cash impairment of $6,584 related to goodwill which was recorded during the three months ended September 30, 2013.
The goodwill impairment testing process involves the use of significant assumptions, estimates and judgments, and is subject to inherent uncertainties and
subjectivity. The analysis estimates numerous factors, including future sales, gross profit, selling, general and administrative expense rates, capital expenditures, and cash flows. These estimates are based on our business plans and forecasts.
These estimated cash flows are then discounted, which necessitates the selection of an appropriate discount rate. The discount rate used reflects market-based estimates of the risks associated with the projected cash flows of the reporting unit.
The use of different assumptions, estimates, or judgments in the goodwill impairment testing process may significantly increase or decrease the estimated
fair value of a reporting unit. As of the September 30, 2013 assessment date, changes in the assumptions in excess of : 1) a 2.5% decrease in the estimated sales growth rate, without a change in the discount rate, 2) an assumption that our
terminal term growth rate would decrease by 200 basis points, without a change in the discount rate or; 3) a 200 basis point increase in the discount rate without a change in sales projections would have increased our goodwill impairment charge
from $6,584 to approximately $10,000. The impairment recorded represents our best estimate, and while we believe the amount recorded is reasonable, due to the timing and complexity of the second step of the impairment test, there could be
adjustments to the goodwill impairment charge when the goodwill impairment test is completed. Any adjustments as a result of completing this evaluation will be recorded in our financial statements for the year ended December 31, 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution
Segment
|
|
|
OEM
Segment
|
|
|
Engineered
Solutions
Segment
|
|
|
Total
|
|
Net book value at January 1, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
$
|
102,846
|
|
|
$
|
11,725
|
|
|
$
|
33,187
|
|
|
$
|
147,758
|
|
Accumulated impairment losses
|
|
|
(69,498
|
)
|
|
|
(11,725
|
)
|
|
|
|
|
|
|
(81,223
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
33,348
|
|
|
$
|
|
|
|
$
|
33,187
|
|
|
$
|
66,535
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment losses
|
|
|
|
|
|
|
|
|
|
|
(6,584
|
)
|
|
|
(6,584
|
)
|
Foreign currency translation adjustments
|
|
|
(55
|
)
|
|
|
|
|
|
|
|
|
|
|
(55
|
)
|
Net book value at September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
102,791
|
|
|
|
11,725
|
|
|
|
33,187
|
|
|
|
147,703
|
|
Accumulated impairment losses
|
|
|
(69,498
|
)
|
|
|
(11,725
|
)
|
|
|
(6,584
|
)
|
|
|
(87,807
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
33,293
|
|
|
$
|
|
|
|
$
|
26,603
|
|
|
$
|
59,896
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
4. ACQUISITIONS
On May 31, 2012, Coleman, through a 100%-owned subsidiary, completed the acquisition of most of the operating assets (and assumed
certain liabilities) of Watteredge, Inc., (WE) an Ohio corporation that designs, manufactures and sells secondary power connectors, including electric arc furnace cables, resistance welding cables, industrial high-performance copper bus
and accessories, and other high performance power conduction devices and accessories. WE serves the steel, chemical, chlorine, power generation, fiberglass and automotive industries and sells its products and services worldwide. Coleman retained
WEs workforce and has continued all of WEs production at its current manufacturing plant in Avon Lake, Ohio. We believe the acquisition of WE has strengthened and provided for greater diversification of our overall portfolio.
The acquisition of the assets of WE was structured as an all-cash transaction valued at approximately $33,922 (equal to a $35,000 preliminary purchase price
adjusted by a $1,078 working capital adjustment). The transaction was funded with proceeds from Colemans existing credit facility. WE has been included as a component of our Engineered Solutions segment reported herein.
Purchase Price Allocations
WE was accounted for
under the purchase method of accounting. Accordingly, we have allocated the purchase price to the net assets acquired based on the related estimated fair values at the acquisition date. The long-term growth, increased market position and synergies
from the acquisition are the primary factors which gave rise to the acquisition price for WE, which resulted in the recognition of goodwill.
The purchase
price allocation for WE was finalized during the third quarter of 2012.
The table below summarizes the final allocations of purchase price related to WE.
|
|
|
|
|
|
|
WE
|
|
Accounts receivable
|
|
|
2,720
|
|
Inventories
|
|
|
2,249
|
|
Prepaid expenses and other current assets
|
|
|
59
|
|
Property, plant and equipment
|
|
|
3,363
|
|
Deferred income tax asset
|
|
|
170
|
|
Intangible assets
|
|
|
17,020
|
|
Goodwill
|
|
|
10,742
|
|
|
|
|
|
|
Total assets acquired
|
|
|
36,323
|
|
Current liabilities
|
|
|
(2,401
|
)
|
|
|
|
|
|
Total liabilities assumed
|
|
|
(2,401
|
)
|
|
|
|
|
|
Net assets acquired
|
|
|
33,922
|
|
All goodwill attributable to WE is deductible for income tax purposes and has been allocated to our Engineered Solutions
segment.
The customer relationships, trademarks and trade names, and developed technology are amortized using an accelerated method which reflects our
estimate of the pattern in which the economic benefit derived from such assets will be consumed. The purchase price allocation to identifiable intangible assets, which are all amortizable, along with their respective weighted-average amortization
periods at the acquisition date are as follows:
|
|
|
|
|
|
|
|
|
|
|
Weighted-
Average
Amortization
Period
|
|
|
WE
|
|
Customer relationships
|
|
|
6
|
|
|
$
|
9,000
|
|
Trademarks and trade names
|
|
|
6
|
|
|
|
6,600
|
|
Developed technology
|
|
|
3
|
|
|
|
970
|
|
Backlog
|
|
|
1
|
|
|
|
450
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets
|
|
|
|
|
|
$
|
17,020
|
|
|
|
|
|
|
|
|
|
|
10
Unaudited Selected Pro Forma Financial Information
The following unaudited pro forma financial information summarizes our estimate of combined results of operations assuming that the WE business combination had
taken place on January 1, 2011. The unaudited pro forma combined results of operations were prepared using historical financial information of WE, and we make no representation with respect to the accuracy of such information.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
Nine Months Ended September 30,
|
|
|
|
2012
|
|
|
2012
|
|
Net sales
|
|
$
|
229,301
|
|
|
$
|
691,291
|
|
Net income
|
|
|
5,392
|
|
|
|
17,315
|
|
5. RESTRUCTURING ACTIVITIES
We incurred restructuring costs of $122 and $959 during the three months ended September 30, 2013 and 2012, respectively. We incurred
restructuring costs of $491 and $1,314 during the nine months ended September 30, 2013 and 2012, respectively. The majority of these charges related to relocation costs associated with our plant consolidations.
Our restructuring reserve was $1,040 as of September 30, 2013, recorded within accrued liabilities and other long-term liabilities, which represents our
estimate of the remaining liability existing relative to a closed property under lease and which is equal to our remaining obligation under such lease reduced by estimated sublease rental income reasonably expected for the property. Accordingly, the
liability may be increased or decreased in future periods as facts and circumstances change, including possible negotiation of a lease termination, sublease agreement, or changes in the related market in which the property is located. Restructuring
expense is not segregated by reportable segment as our operating segments generally share common production processes and manufacturing facilities, as discussed in Note 17.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease Holding
Costs
|
|
|
Severance,
Moving & Other
Closing Costs
|
|
|
Total
|
|
BALANCE December 31, 2012
|
|
$
|
1,200
|
|
|
$
|
45
|
|
|
$
|
1,245
|
|
Provision
|
|
|
46
|
|
|
|
445
|
|
|
|
491
|
|
Cash payments
|
|
|
(206
|
)
|
|
|
(490
|
)
|
|
|
(696
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE September 30, 2013
|
|
$
|
1,040
|
|
|
$
|
|
|
|
$
|
1,040
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6. INVENTORIES
Inventories consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
September 30,
2013
|
|
|
December 31,
2012
|
|
FIFO cost:
|
|
|
|
|
|
|
|
|
Raw materials
|
|
$
|
43,429
|
|
|
$
|
44,874
|
|
Work in progress
|
|
|
5,185
|
|
|
|
3,391
|
|
Finished products
|
|
|
74,958
|
|
|
|
64,325
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
123,572
|
|
|
$
|
112,590
|
|
|
|
|
|
|
|
|
|
|
11
7. ACCRUED LIABILITIES
Accrued liabilities consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
September 30,
2013
|
|
|
December 31,
2012
|
|
Salaries, wages and employee benefits
|
|
$
|
9,533
|
|
|
$
|
9,597
|
|
Sales incentives
|
|
|
10,574
|
|
|
|
10,694
|
|
Interest
|
|
|
3,178
|
|
|
|
9,427
|
|
Other
|
|
|
9,669
|
|
|
|
8,490
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
32,954
|
|
|
$
|
38,208
|
|
|
|
|
|
|
|
|
|
|
8. DEBT
|
|
|
|
|
|
|
|
|
|
|
September 30,
2013
|
|
|
December 31,
2012
|
|
Revolving Credit Facility expiring October 2016
|
|
$
|
28,000
|
|
|
$
|
50,430
|
|
9% Senior Notes due February 2018, including unamortized discount of $1,948 and $2,286, respectively
|
|
|
273,052
|
|
|
|
272,714
|
|
Capital lease obligations
|
|
|
576
|
|
|
|
695
|
|
|
|
|
|
|
|
|
|
|
|
|
|
301,628
|
|
|
|
323,839
|
|
Less current portion
|
|
|
(28,177
|
)
|
|
|
(35,566
|
)
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
$
|
273,451
|
|
|
$
|
288,273
|
|
|
|
|
|
|
|
|
|
|
Senior Secured Revolving Credit Facility (the Revolving Credit Facility)
At September 30, 2013, we had $28,000 in borrowings under the Revolving Credit Facility, with $168,727 in remaining excess availability. At
December 31, 2012, we had $50,430 in borrowings under the Revolving Credit Facility, with $131,635 in remaining excess availability. The $28,000 in borrowings under the Revolving Credit Facility approximates the fair value of such debt at
September 30, 2013 (Level 2).
The interest rate charged on borrowings under the Revolving Credit Facility is based on our election of either the
base rate (greater of the federal funds rate plus 0.50% and the lenders prime rate) plus a range of 0.25% to 0.75% or the LIBOR rate plus a range of 1.50% to 2.00%, in each case based on quarterly average excess availability under the
Revolving Credit Facility. In addition, we pay an unused line fee of between 0.25% and 0.50% based on quarterly average excess availability pursuant to the terms of the Revolving Credit Facility.
Pursuant to the terms of the Revolving Credit Facility, we are required to maintain a fixed charge covenant ratio of not less than 1.0 to 1.0 for any month
during which our excess availability under the Revolving Credit Facility falls below $30,000. Borrowing availability under the Revolving Credit Facility is limited to the lesser of (1) $250,000 or (2) the sum of 85% of eligible accounts
receivable, 70% of eligible inventory, with a maximum amount of borrowing-base availability which may be generated from inventory of $150,000 for the U.S. portion and $12,000 Canadian for the Canadian portion, and an advance rate to be 75% of
certain appraised real estate and 85% of certain appraised equipment and capped at $62,500, with a $15,000 sublimit for letters of credit. We currently have $29,400 in appraised real estate and certain appraised equipment in our borrowing base.
Additional availability may be generated by adding additional appraised real estate and/or appraised equipment not to exceed $62,500 to the borrowing base.
12
The Revolving Credit Facility is guaranteed by CCI International Inc. (CCI International), Technology
Research Corporation (TRC) (excluding TRCs 100%-owned foreign subsidiary, TRC Honduras, S.A. de C.V.), Patco Electronics (Patco), and WE, each of which are 100%-owned domestic subsidiaries, and is secured by
substantially all of our assets and the assets of each of CCI International, TRC, Patco, and WE including accounts receivable, inventory and any other tangible and intangible assets (including real estate, machinery and equipment and intellectual
property) as well as by a pledge of all the capital stock of CCI International, TRC, Patco, and WE and 65% of the capital stock of our Canadian foreign subsidiary, but not our Chinese 100%-owned entity.
As of September 30, 2013, we were in compliance with all of the covenants of our Revolving Credit Facility.
9% Senior Notes due 2018 (the Senior Notes)
The Indenture relating to our Senior Notes contains customary covenants that limit us and our restricted subsidiaries with respect to, among other things,
incurring additional indebtedness, making restricted payments, creating liens, paying dividends, consolidating, merging or selling substantially all of their assets, entering into sale and leaseback transactions, and entering into transactions with
affiliates. Additionally, all our domestic restricted subsidiaries that guarantee the Revolving Credit Facility are required under the Indenture to guarantee our obligations under the Senior Notes. TRC, Patco and WE became subsidiary guarantors of
the Senior Notes following the acquisition of those businesses.
As of September 30, 2013, we were in compliance with all of the covenants of our
Senior Notes.
Our Senior Notes were issued at a discount in 2010, resulting in proceeds of less than par value. This discount is being amortized to par
value over the remaining term of the Senior Notes.
|
|
|
|
|
Senior Notes
|
|
September 30, 2013
|
|
Face Value
|
|
$
|
275,000
|
|
Fair Value (Level 1)
|
|
$
|
292,325
|
|
Interest Rate
|
|
|
9
|
%
|
Interest Payment
|
|
|
Semi-Annually
February 15th and
August 15th
|
|
Maturity Date
|
|
|
February 15, 2018
|
|
|
|
|
Guarantee
|
|
Jointly and severally guaranteed fully and unconditionally by our 100% owned subsidiaries, CCI International, Inc., Patco, TRC, and WE
|
Optional redemption (1)
|
|
|
|
|
Beginning Date
|
|
Percentage
|
|
February 15, 2014
|
|
|
104.50
|
%
|
February 15, 2015
|
|
|
102.25
|
%
|
February 15, 2016
|
|
|
100.00
|
%
|
(1)
|
The Company may, at its option, redeem the Senior Notes, in whole at any time or in part from time to time, on or after the above-noted dates and at the above-noted percentages of the principal amount thereof (plus
interest due).
|
13
9. EARNINGS PER SHARE
We compute earnings per share using the two-class method, which is an earnings allocation formula that determines earnings per share for
common stock and participating securities. Our participating securities are our grants of restricted stock, as such awards contain non-forfeitable rights to dividends. Security holders are not obligated to fund the Companys losses, and
therefore, participating securities are not allocated a portion of these losses in periods where a net loss is recorded. As of September 30, 2013 and 2012, the impact of participating securities on net income allocated to common shareholders
and the dilutive effect of share-based awards outstanding on weighted average shares outstanding was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
Nine Months Ended
September 30,
|
|
Components of Basic and Diluted Earnings per Share
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
Basic EPS Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
784
|
|
|
$
|
5,454
|
|
|
$
|
13,375
|
|
|
$
|
16,810
|
|
Less: Earnings allocated to participating securities
|
|
|
(5
|
)
|
|
|
(50
|
)
|
|
|
(88
|
)
|
|
|
(153
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income allocated to common shareholders
|
|
$
|
779
|
|
|
$
|
5,404
|
|
|
$
|
13,287
|
|
|
$
|
16,657
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic EPS Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
18,293
|
|
|
|
17,071
|
|
|
|
17,617
|
|
|
|
17,077
|
|
Basic earnings per common share
|
|
$
|
0.04
|
|
|
$
|
0.32
|
|
|
$
|
0.75
|
|
|
$
|
0.98
|
|
Diluted EPS Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
784
|
|
|
$
|
5,454
|
|
|
$
|
13,375
|
|
|
$
|
16,810
|
|
Less: Earnings allocated to participating securities
|
|
|
(5
|
)
|
|
|
(49
|
)
|
|
|
(87
|
)
|
|
|
(151
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income allocated to common shareholders
|
|
$
|
779
|
|
|
$
|
5,405
|
|
|
$
|
13,288
|
|
|
$
|
16,659
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
18,293
|
|
|
|
17,071
|
|
|
|
17,617
|
|
|
|
17,077
|
|
Dilutive common shares issuable upon exercise of stock options
|
|
|
185
|
|
|
|
230
|
|
|
|
163
|
|
|
|
234
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average shares outstanding
|
|
|
18,478
|
|
|
|
17,301
|
|
|
|
17,780
|
|
|
|
17,311
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share
|
|
$
|
0.04
|
|
|
$
|
0.31
|
|
|
$
|
0.75
|
|
|
$
|
0.96
|
|
Options
Options with
respect to 55 and 771 common shares were not included in the computation of diluted earnings per share for the three and nine months ended September 30, 2013 and 2012 because they were antidilutive.
10. SHAREHOLDERS EQUITY
Stock-Based Compensation
The
Company has a stock-based compensation plan for its directors, executives and certain key employees under which the grant of stock options and other share-based awards is authorized. We recorded $134 and $3,013 in stock compensation expense for the
three and nine months ended September 30, 2013, respectively. We recorded $457 and $1,169 for the three and nine months ended September 30, 2012, respectively.
14
Stock Options
No stock options were issued during the first nine months of 2013 and 2012.
Changes in stock options were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Weighted-Average
Exercise
Price
|
|
|
Weighted-Average
Remaining
Contractual
Terms
|
|
|
Aggregate
Intrinsic
Value
|
|
Outstanding January 1, 2013
|
|
|
1,388
|
|
|
$
|
11.09
|
|
|
|
4.8
|
|
|
$
|
2,352
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(863
|
)
|
|
|
19.50
|
|
|
|
|
|
|
|
1,388
|
|
Forfeited or expired
|
|
|
(38
|
)
|
|
|
9.44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding September 30, 2013
|
|
|
487
|
|
|
|
11.08
|
|
|
|
4.4
|
|
|
|
5,022
|
|
Vested or expected to vest
|
|
|
470
|
|
|
|
11.32
|
|
|
|
4.4
|
|
|
|
4,745
|
|
Exercisable
|
|
|
415
|
|
|
|
9.69
|
|
|
|
4.5
|
|
|
|
4,745
|
|
Intrinsic value for stock options is defined as the difference between the current market value of the Companys common
stock and the exercise price of the stock option. When the current market value is less than the exercise price, there is no aggregate intrinsic value. For the nine months ended September 30, 2013 there were 863 stock option shares exercised
with an intrinsic value of $1,388. There were three stock option exercises for the nine month period ended September 30, 2012 with an intrinsic value of $11. As of September 30, 2013 and December 31, 2012, there were 470 and 1,372
vested options with an aggregate intrinsic value of $4,745 and $2,271, respectively.
Stock Awards
In the first quarter of 2013, the Company awarded unvested common shares to non-management members of its Board of Directors. In total, 53 unvested shares were
awarded with an approximate aggregate fair value of $500. One-third of the shares vest on the first, second and third anniversary of the grant date. These awarded shares are participating securities which provide the recipient with both voting
rights and, to the extent dividends, if any, are paid by the Company, non-forfeitable dividend rights with respect to such shares.
Changes in nonvested
shares for the first nine months of 2013 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Weighted-Average
Grant-Date
Fair Value
|
|
Nonvested at January 1, 2013
|
|
|
558
|
|
|
$
|
4.79
|
|
Granted
|
|
|
53
|
|
|
|
9.44
|
|
Vested
|
|
|
(495
|
)
|
|
|
4.39
|
|
Forfeited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at September 30, 2013
|
|
|
116
|
|
|
$
|
8.61
|
|
In addition, in the first quarter of 2010, 775 performance shares were granted to certain executives and key employees. Of the
total performance shares awarded, 517 were settled in stock, on a one-to-one basis, which was contingent upon future stock price performance. The remaining 258 performance shares vested under the same terms as the performance awards settled in
stock, but settled in cash rather than stock. The first tranche of performance shares vested in a prior period resulting in the issuance of 117 shares settled in stock and 58 shares settled in cash. During the second quarter ended June 30,
2013, the second and third tranches vested as a result of the stock price reaching predetermined levels. Accordingly, 358 shares were settled in stock net of 42 shares returned back to the Company to satisfy income tax requirements. Additionally,
the equivalent of 200 shares were issued and settled in cash. The Company recorded $2,362 of compensation cost for the nine months ended September 30, 2013 related to the performance shares.
15
Treasury Stock
On August 3, 2011, our Board of Directors authorized the purchase of up to 500 shares of the Companys common stock in open market or
privately-negotiated transactions. We purchased 426 shares pursuant to this repurchase program. The repurchase plan expired in August 2013 and was not renewed by our Board of Directors.
During the nine months ended September 30, 2013, we repurchased 42 shares of common stock at a total cost of $772 from employees of the Company that were
withheld to satisfy the tax withholding obligation due upon vesting of performance share awards and repurchased zero shares for the three months ended September 30, 2013. During the three and nine months ended September 30, 2012, we
repurchased 38 and 70 shares of common stock at a total cost of $360 and $657, respectively, including commissions and shares repurchased from employees of the Company that were withheld to satisfy the tax withholding obligation due upon vesting of
restricted stock awards.
Subsequent Event
On
November 5, 2013, our Board of Directors declared a quarterly dividend of $0.05 per common share, payable on November 29, 2013, to stockholders of record as of the close of business on November 15, 2013. Future declarations of
quarterly dividends are subject to approval of the Board of Directors and may be adjusted as business needs or market conditions change.
11. RELATED PARTIES
Three of our directors and one of our former executive officers own our corporate office facility which is leased to the company. The
Company recorded rental expense of $108 and $320 for the three and nine months ended September 30, 2013, respectively. We incurred rental expense of of $105 and $311 for the three and nine months ended September 30, 2012, respectively. In
addition, we previously leased three manufacturing facilities from an entity in which one of our executive officers has a minority interest. During the first quarter of 2012, we purchased these three manufacturing facilities for $6,505.
12. COMMITMENTS AND CONTINGENCIES
Operating Leases
We lease
certain of our buildings, machinery and equipment under lease agreements that expire at various dates over the next ten years. Rental expense under operating leases was $1,284 and $3,916 for the three and nine months ended September 30, 2013,
respectively, and was $1,297 and $3,925 for the three and nine months ended September 30, 2012, respectively.
Legal Matters
We are party to one environmental claim. The Leonard Chemical Company Superfund site consists of approximately 7.1 acres of land in an industrial area located
a half mile east of Catawba, York County, South Carolina. The Leonard Chemical Company operated this site until the early 1980s for recycling of waste solvents. These operations resulted in the contamination of soils and groundwater at the site with
hazardous substances. In 1984, the U.S. Environmental Protection Agency (the EPA) listed this site on the National Priorities List. Riblet Products Corporation, with which the Company merged in 2000, was identified through documents as a
company that sent solvents to the site for recycling and was one of the companies receiving a special notice letter from the EPA identifying it as a party potentially liable under the Comprehensive Environmental Response, Compensation, and Liability
Act for cleanup of the site.
In 2004, along with other potentially responsible parties (PRPs), we entered into a Consent Decree
with the EPA requiring the performance of a remedial design and remedial action (RD/RA) for this site. We have entered into a Site Participation Agreement with the other PRPs for fulfillment of the requirements of the Consent Decree.
Under the Site Participation Agreement, we are responsible for 9.19% share of the costs for the RD/RA. As of September 30, 2013 and December 31, 2012 we had a $333 and $331 accrual, respectively, recorded for this liability in accordance
with ASC 450.
We recently received a civil complaint for $2,300 plus attorneys fees and expenses related to a recent acquisition. We believe the
civil complaint lacks merit and is not payable by us. We have not provided for this claim in accordance with ASC 450 as we do not believe an unfavorable outcome is probable and estimable at this time.
Though no assurances are possible, we believe that our accruals related to legal matters are sufficient and that these items and our rights to available
insurance and indemnities will be resolved without material effect on our financial position, results of operations or cash flows.
16
13. INCOME TAXES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
Nine Months Ended
September 30,
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
Effective Tax Rate
|
|
|
84.0
|
%
|
|
|
33.3
|
%
|
|
|
43.9
|
%
|
|
|
33.8
|
%
|
We recorded income tax expense of $4,106 and $2,725 for the three months ended September 30, 2013 and 2012, respectively.
The increase in our effective tax rate for the three months ended September 30, 2013, as compared to the three months ended September 30, 2012, is primarily due to the $6,584 non-deductible goodwill impairment recorded. There was no tax
basis in the goodwill that was impaired, as such the full impact of the expense was recorded as a discrete item during the three months ended September 30, 2013.
We recorded income tax expense of $10,481 and $8,579 for the nine months ended September 30, 2013 and 2012, respectively. The increase in our effective
tax rate for the nine months ended 2013, as compared to the nine months ended 2012, is primarily due to a discrete impact of the goodwill impairment as mentioned in the preceding paragraph.
14. BENEFIT PLANS
Employee Savings Plan
We
provide defined contribution savings plans for employees meeting certain age and service requirements. We currently make matching contributions for a portion of employee contributions to the plans. Including such matching contributions, we recorded
expenses totaling $382 and $1,118 related to these savings plans during the three and nine months ended September 30, 2013, respectively. We recorded $359 and $1,048 for the three and nine months ended September 30, 2012, respectively.
17
15. FAIR VALUE DISCLOSURE
Accounting guidance for fair value measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those
valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources or reflect our own assumptions of market participant valuation. The hierarchy is broken down into three levels
based on the reliability of the inputs as follows:
Level 1 Inputs Level 1 inputs are quoted prices (unadjusted) in active markets for identical
assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 Inputs Level 2 inputs are inputs other
than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 Inputs Level 3
inputs are unobservable inputs for the asset or liability.
As of the periods ending September 30, 2013 and December 31, 2012, we utilized Level
1 inputs to determine the fair value of cash and cash equivalents and derivatives.
We classify cash on hand and deposits in banks, including money market
accounts, commercial paper, and other investments with an original maturity of three months or less, that we hold from time to time, as cash and cash equivalents. The primary objective of our investment activities is to preserve our capital for the
purpose of funding operations.
Financial assets measured at fair value on a recurring basis are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurement
|
|
|
|
September 30, 2013
|
|
|
December 31, 2012
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Fair Value
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Fair Value
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents
|
|
$
|
9,745
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
9,745
|
|
|
$
|
9,562
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
9,562
|
|
Derivative Assets, Inclusive of Collateral
|
|
|
97
|
|
|
|
|
|
|
|
|
|
|
|
97
|
|
|
|
127
|
|
|
|
|
|
|
|
|
|
|
|
127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
9,842
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
9,842
|
|
|
$
|
9,689
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
9,689
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16. OTHER INCOME / LOSS
We recorded other loss of $103 and other income of $129 for the three and nine months ended September 30, 2013, respectively, primarily
reflecting exchange rate impacts on our Canadian subsidiary. We recorded other losses of $227 and $230 for the three and nine months ended September 30, 2012, respectively, primarily reflecting the exchange rate impact on our Canadian
subsidiary.
18
17. BUSINESS SEGMENT INFORMATION
We have three reportable segments: (1) Distribution, (2) Original Equipment Manufacturers (OEM) and
(3) Engineered Solutions. Our reportable segments are a function of how we are organized internally to market our customer groups and measure our financial performance. The Distribution and OEM segments serve our customers in distribution,
retail and OEM businesses. Our Engineered Solutions segment is comprised of our most recent acquisitions, made in 2011 and 2012, serving a variety of customers such as military contractors, independent distributors, and various end markets utilizing
secondary power connectors.
Financial data for the Companys reportable segments is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
Nine Months Ended
September 30,
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
Net Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution Segment
|
|
$
|
163,065
|
|
|
$
|
162,179
|
|
|
$
|
477,027
|
|
|
$
|
481,548
|
|
OEM Segment
|
|
|
51,802
|
|
|
|
54,140
|
|
|
|
168,788
|
|
|
|
168,382
|
|
Engineered Solutions
|
|
|
14,172
|
|
|
|
12,982
|
|
|
|
39,535
|
|
|
|
31,093
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
229,039
|
|
|
$
|
229,301
|
|
|
$
|
685,350
|
|
|
$
|
681,023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution Segment
|
|
$
|
16,833
|
|
|
$
|
15,240
|
|
|
$
|
48,732
|
|
|
$
|
45,140
|
|
OEM Segment
|
|
|
3,784
|
|
|
|
3,282
|
|
|
|
14,172
|
|
|
|
12,929
|
|
Engineered Solutions
|
|
|
1,920
|
|
|
|
1,822
|
|
|
|
4,057
|
|
|
|
3,649
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segments
|
|
|
22,537
|
|
|
|
20,344
|
|
|
|
66,961
|
|
|
|
61,718
|
|
Corporate
|
|
|
(10,629
|
)
|
|
|
(5,019
|
)
|
|
|
(22,507
|
)
|
|
|
(15,136
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated operating income
|
|
$
|
11,908
|
|
|
$
|
15,325
|
|
|
$
|
44,454
|
|
|
$
|
46,582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our Distribution, OEM, and Engineered Solutions segments have common production processes and manufacturing facilities.
Accordingly, we do not identify all of our net assets to those segments. Thus, we do not report capital expenditures at the segment level. Additionally, depreciation expense is not allocated to those segments, but is included in manufacturing
overhead cost pools and is absorbed into product cost (and inventory) as each product passes through our manufacturing work centers. Accordingly, as products are sold across those segments, it is impracticable to determine the amount of depreciation
expense included in the operating results of each segment.
Segment operating income represents income from continuing operations before interest income
or expense, other income or expense, and income taxes. Corporate consists of items not charged or allocated to the segments, including costs for employee relocation, discretionary bonuses, professional fees, restructuring expenses, asset
impairments, and intangible amortization.
18. SUPPLEMENTAL GUARANTOR INFORMATION
The following unaudited supplemental financial information sets forth, on a combined basis, balance sheets, statements of income, statements
of comprehensive income and statements of cash flows for Coleman Cable, Inc. (Parent) and the Guarantor Subsidiaries. The condensed consolidating financial statements have been prepared on the same basis as the condensed consolidated
financial statements of Parent. The equity method of accounting is followed within this financial information. The Senior Notes and the Revolving Credit Facility are instruments of the parent, and are reflected in their respective balance sheets. As
of September 30, 2013, our payment obligations under the Senior Notes and the Revolving Credit Facility (see Note 8) were guaranteed by our 100% owned subsidiaries, CCI International, Patco, TRC, and WE (the Guarantor Subsidiaries).
Such guarantees are full, unconditional, and joint and several.
19
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF INCOME FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Guarantor
Subsidiaries
|
|
|
Non Guarantor
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
NET SALES
|
|
$
|
197,540
|
|
|
$
|
14,172
|
|
|
$
|
20,918
|
|
|
$
|
(3,591
|
)
|
|
$
|
229,039
|
|
COST OF GOODS SOLD
|
|
|
169,516
|
|
|
|
10,176
|
|
|
|
18,810
|
|
|
|
(3,591
|
)
|
|
|
194,911
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT
|
|
|
28,024
|
|
|
|
3,996
|
|
|
|
2,108
|
|
|
|
|
|
|
|
34,128
|
|
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
|
|
10,026
|
|
|
|
2,340
|
|
|
|
1,172
|
|
|
|
|
|
|
|
13,538
|
|
INTANGIBLE ASSET AMORTIZATION
|
|
|
937
|
|
|
|
1,037
|
|
|
|
2
|
|
|
|
|
|
|
|
1,976
|
|
ASSET IMPAIRMENT
|
|
|
|
|
|
|
6,584
|
|
|
|
|
|
|
|
|
|
|
|
6,584
|
|
RESTRUCTURING CHARGES
|
|
|
122
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
122
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME (LOSS)
|
|
|
16,939
|
|
|
|
(5,965
|
)
|
|
|
934
|
|
|
|
|
|
|
|
11,908
|
|
INTEREST EXPENSE
|
|
|
6,893
|
|
|
|
|
|
|
|
22
|
|
|
|
|
|
|
|
6,915
|
|
OTHER LOSS, NET
|
|
|
|
|
|
|
|
|
|
|
103
|
|
|
|
|
|
|
|
103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES
|
|
|
10,046
|
|
|
|
(5,965
|
)
|
|
|
809
|
|
|
|
|
|
|
|
4,890
|
|
LOSS FROM SUBSIDIARIES
|
|
|
(8,133
|
)
|
|
|
|
|
|
|
|
|
|
|
8,133
|
|
|
|
|
|
INCOME TAX EXPENSE
|
|
|
1,129
|
|
|
|
2,788
|
|
|
|
189
|
|
|
|
|
|
|
|
4,106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
$
|
784
|
|
|
$
|
(8,753
|
)
|
|
$
|
620
|
|
|
$
|
8,133
|
|
|
$
|
784
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF INCOME FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Guarantor
Subsidiaries
|
|
|
Non Guarantor
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
NET SALES
|
|
$
|
197,723
|
|
|
$
|
12,981
|
|
|
$
|
23,006
|
|
|
$
|
(4,409
|
)
|
|
$
|
229,301
|
|
COST OF GOODS SOLD
|
|
|
169,705
|
|
|
|
9,139
|
|
|
|
20,513
|
|
|
|
(4,409
|
)
|
|
|
194,948
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT
|
|
|
28,018
|
|
|
|
3,842
|
|
|
|
2,493
|
|
|
|
|
|
|
|
34,353
|
|
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
|
|
12,212
|
|
|
|
2,589
|
|
|
|
1,079
|
|
|
|
|
|
|
|
15,880
|
|
INTANGIBLE ASSET AMORTIZATION
|
|
|
1,176
|
|
|
|
1,011
|
|
|
|
2
|
|
|
|
|
|
|
|
2,189
|
|
RESTRUCTURING CHARGES
|
|
|
946
|
|
|
|
(34
|
)
|
|
|
47
|
|
|
|
|
|
|
|
959
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME
|
|
|
13,684
|
|
|
|
276
|
|
|
|
1,365
|
|
|
|
|
|
|
|
15,325
|
|
INTEREST EXPENSE
|
|
|
6,904
|
|
|
|
|
|
|
|
15
|
|
|
|
|
|
|
|
6,919
|
|
OTHER LOSS, NET
|
|
|
|
|
|
|
|
|
|
|
227
|
|
|
|
|
|
|
|
227
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAXES
|
|
|
6,780
|
|
|
|
276
|
|
|
|
1,123
|
|
|
|
|
|
|
|
8,179
|
|
INCOME FROM SUBSIDIARIES
|
|
|
1,128
|
|
|
|
|
|
|
|
|
|
|
|
(1,128
|
)
|
|
|
|
|
INCOME TAX EXPENSE
|
|
|
2,454
|
|
|
|
91
|
|
|
|
180
|
|
|
|
|
|
|
|
2,725
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
$
|
5,454
|
|
|
$
|
185
|
|
|
$
|
943
|
|
|
$
|
(1,128
|
)
|
|
$
|
5,454
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF INCOME FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Guarantor
Subsidiaries
|
|
|
Non Guarantor
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
NET SALES
|
|
$
|
604,396
|
|
|
$
|
39,535
|
|
|
$
|
53,502
|
|
|
$
|
(12,083
|
)
|
|
$
|
685,350
|
|
COST OF GOODS SOLD
|
|
|
516,911
|
|
|
|
29,112
|
|
|
|
47,345
|
|
|
|
(12,083
|
)
|
|
|
581,285
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT
|
|
|
87,485
|
|
|
|
10,423
|
|
|
|
6,157
|
|
|
|
|
|
|
|
104,065
|
|
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
|
|
35,564
|
|
|
|
7,469
|
|
|
|
3,366
|
|
|
|
|
|
|
|
46,399
|
|
INTANGIBLE ASSET AMORTIZATION
|
|
|
3,019
|
|
|
|
3,113
|
|
|
|
5
|
|
|
|
|
|
|
|
6,137
|
|
ASSET IMPAIRMENT
|
|
|
|
|
|
|
6,584
|
|
|
|
|
|
|
|
|
|
|
|
6,584
|
|
RESTRUCTURING CHARGES
|
|
|
401
|
|
|
|
90
|
|
|
|
|
|
|
|
|
|
|
|
491
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME (LOSS)
|
|
|
48,501
|
|
|
|
(6,833
|
)
|
|
|
2,786
|
|
|
|
|
|
|
|
44,454
|
|
INTEREST EXPENSE
|
|
|
20,676
|
|
|
|
|
|
|
|
51
|
|
|
|
|
|
|
|
20,727
|
|
OTHER INCOME, NET
|
|
|
|
|
|
|
|
|
|
|
(129
|
)
|
|
|
|
|
|
|
(129
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES
|
|
|
27,825
|
|
|
|
(6,833
|
)
|
|
|
2,864
|
|
|
|
|
|
|
|
23,856
|
|
LOSS FROM SUBSIDIARIES
|
|
|
(7,145
|
)
|
|
|
|
|
|
|
|
|
|
|
7,145
|
|
|
|
|
|
INCOME TAX EXPENSE
|
|
|
7,305
|
|
|
|
2,488
|
|
|
|
688
|
|
|
|
|
|
|
|
10,481
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
$
|
13,375
|
|
|
$
|
(9,321
|
)
|
|
$
|
2,176
|
|
|
$
|
7,145
|
|
|
$
|
13,375
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF INCOME FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Guarantor
Subsidiaries
|
|
|
Non Guarantor
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
NET SALES
|
|
$
|
602,349
|
|
|
$
|
31,284
|
|
|
$
|
60,949
|
|
|
$
|
(13,559
|
)
|
|
$
|
681,023
|
|
COST OF GOODS SOLD
|
|
|
516,934
|
|
|
|
23,030
|
|
|
|
53,613
|
|
|
|
(13,559
|
)
|
|
|
580,018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT
|
|
|
85,415
|
|
|
|
8,254
|
|
|
|
7,336
|
|
|
|
|
|
|
|
101,005
|
|
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
|
|
37,618
|
|
|
|
6,554
|
|
|
|
3,182
|
|
|
|
|
|
|
|
47,354
|
|
INTANGIBLE ASSET AMORTIZATION
|
|
|
3,783
|
|
|
|
1,967
|
|
|
|
5
|
|
|
|
|
|
|
|
5,755
|
|
RESTRUCTURING CHARGES
|
|
|
735
|
|
|
|
229
|
|
|
|
350
|
|
|
|
|
|
|
|
1,314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME (LOSS)
|
|
|
43,279
|
|
|
|
(496
|
)
|
|
|
3,799
|
|
|
|
|
|
|
|
46,582
|
|
INTEREST EXPENSE
|
|
|
20,919
|
|
|
|
|
|
|
|
44
|
|
|
|
|
|
|
|
20,963
|
|
OTHER (INCOME) LOSS, NET
|
|
|
|
|
|
|
(2
|
)
|
|
|
232
|
|
|
|
|
|
|
|
230
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES
|
|
|
22,360
|
|
|
|
(494
|
)
|
|
|
3,523
|
|
|
|
|
|
|
|
25,389
|
|
INCOME FROM SUBSIDIARIES
|
|
|
2,651
|
|
|
|
|
|
|
|
|
|
|
|
(2,651
|
)
|
|
|
|
|
INCOME TAX EXPENSE (BENEFIT)
|
|
|
8,201
|
|
|
|
(175
|
)
|
|
|
553
|
|
|
|
|
|
|
|
8,579
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
$
|
16,810
|
|
|
$
|
(319
|
)
|
|
$
|
2,970
|
|
|
$
|
(2,651
|
)
|
|
$
|
16,810
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME FOR
THE THREE MONTHS ENDED SEPTEMBER 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Guarantor
Subsidiaries
|
|
|
Non Guarantor
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
NET INCOME (LOSS)
|
|
$
|
784
|
|
|
$
|
(8,753
|
)
|
|
$
|
620
|
|
|
$
|
8,133
|
|
|
$
|
784
|
|
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments, net of tax of $(7)
|
|
|
|
|
|
|
|
|
|
|
271
|
|
|
|
|
|
|
|
271
|
|
Pension adjustments, net of tax $1
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
(2
|
)
|
|
|
|
|
|
|
271
|
|
|
|
|
|
|
|
269
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME (LOSS)
|
|
$
|
782
|
|
|
$
|
(8,753
|
)
|
|
$
|
891
|
|
|
$
|
8,133
|
|
|
$
|
1,053
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME FOR
THE THREE MONTHS ENDED SEPTEMBER 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Guarantor
Subsidiaries
|
|
|
Non Guarantor
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
NET INCOME (LOSS)
|
|
$
|
5,454
|
|
|
$
|
185
|
|
|
$
|
943
|
|
|
$
|
(1,128
|
)
|
|
$
|
5,454
|
|
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments, net of tax of $(134)
|
|
|
|
|
|
|
|
|
|
|
365
|
|
|
|
|
|
|
|
365
|
|
Pension adjustments, net of tax of $2
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
(3
|
)
|
|
|
|
|
|
|
365
|
|
|
|
|
|
|
|
362
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME
|
|
$
|
5,451
|
|
|
$
|
185
|
|
|
$
|
1,308
|
|
|
$
|
(1,128
|
)
|
|
$
|
5,816
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Guarantor
Subsidiaries
|
|
|
Non Guarantor
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
NET INCOME (LOSS)
|
|
$
|
13,375
|
|
|
$
|
(9,321
|
)
|
|
$
|
2,176
|
|
|
$
|
7,145
|
|
|
$
|
13,375
|
|
OTHER COMPREHENSIVE LOSS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments, net of tax of $189
|
|
|
|
|
|
|
|
|
|
|
(280
|
)
|
|
|
|
|
|
|
(280
|
)
|
Pension adjustments, net of tax $3
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE (LOSS)
|
|
|
(6
|
)
|
|
|
|
|
|
|
(280
|
)
|
|
|
|
|
|
|
(286
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME (LOSS)
|
|
$
|
13,369
|
|
|
$
|
(9,321
|
)
|
|
$
|
1,896
|
|
|
$
|
7,145
|
|
|
$
|
13,089
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Guarantor
Subsidiaries
|
|
|
Non Guarantor
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
NET INCOME (LOSS)
|
|
$
|
16,810
|
|
|
$
|
(319
|
)
|
|
$
|
2,970
|
|
|
$
|
(2,651
|
)
|
|
$
|
16,810
|
|
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments, net of tax of $(120)
|
|
|
|
|
|
|
|
|
|
|
326
|
|
|
|
|
|
|
|
326
|
|
Pension adjustments, net of tax of $4
|
|
|
(12
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
(12
|
)
|
|
|
|
|
|
|
326
|
|
|
|
|
|
|
|
314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME (LOSS)
|
|
$
|
16,798
|
|
|
$
|
(319
|
)
|
|
$
|
3,296
|
|
|
$
|
(2,651
|
)
|
|
$
|
17,124
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET AS OF SEPTMEBER 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Guarantor
Subsidiaries
|
|
|
Non
Guarantor
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
2,062
|
|
|
$
|
1,432
|
|
|
$
|
6,251
|
|
|
$
|
|
|
|
$
|
9,745
|
|
Accounts receivablenet of allowances
|
|
|
108,935
|
|
|
|
8,148
|
|
|
|
11,366
|
|
|
|
|
|
|
|
128,449
|
|
Intercompany receivable
|
|
|
3,355
|
|
|
|
3,980
|
|
|
|
4,668
|
|
|
|
(12,003
|
)
|
|
|
|
|
Inventories
|
|
|
109,398
|
|
|
|
10,023
|
|
|
|
4,151
|
|
|
|
|
|
|
|
123,572
|
|
Deferred income taxes
|
|
|
3,941
|
|
|
|
1,104
|
|
|
|
161
|
|
|
|
|
|
|
|
5,206
|
|
Assets held for sale
|
|
|
1,072
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,072
|
|
Prepaid expenses and other current assets
|
|
|
5,954
|
|
|
|
(1,099
|
)
|
|
|
672
|
|
|
|
|
|
|
|
5,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
234,717
|
|
|
|
23,588
|
|
|
|
27,269
|
|
|
|
(12,003
|
)
|
|
|
273,571
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROPERTY, PLANT AND EQUIPMENT, NET
|
|
|
69,297
|
|
|
|
6,525
|
|
|
|
1,620
|
|
|
|
|
|
|
|
77,442
|
|
GOODWILL
|
|
|
30,842
|
|
|
|
27,563
|
|
|
|
1,491
|
|
|
|
|
|
|
|
59,896
|
|
INTANGIBLE ASSETS, NET
|
|
|
13,375
|
|
|
|
17,829
|
|
|
|
74
|
|
|
|
|
|
|
|
31,278
|
|
DEFERRED INCOME TAXES
|
|
|
|
|
|
|
|
|
|
|
591
|
|
|
|
|
|
|
|
591
|
|
OTHER ASSETS
|
|
|
8,165
|
|
|
|
250
|
|
|
|
900
|
|
|
|
|
|
|
|
9,315
|
|
INVESTMENT IN SUBSIDIARIES
|
|
|
83,697
|
|
|
|
|
|
|
|
|
|
|
|
(83,697
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
440,093
|
|
|
$
|
75,755
|
|
|
$
|
31,945
|
|
|
$
|
(95,700
|
)
|
|
$
|
452,093
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of long-term debt
|
|
$
|
28,177
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
28,177
|
|
Accounts payable
|
|
|
25,288
|
|
|
|
1,506
|
|
|
|
1,383
|
|
|
|
|
|
|
|
28,177
|
|
Intercompany payable
|
|
|
|
|
|
|
4,668
|
|
|
|
7,335
|
|
|
|
(12,003
|
)
|
|
|
|
|
Accrued liabilities
|
|
|
24,774
|
|
|
|
4,940
|
|
|
|
3,240
|
|
|
|
|
|
|
|
32,954
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
78,239
|
|
|
|
11,114
|
|
|
|
11,958
|
|
|
|
(12,003
|
)
|
|
|
89,308
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LONG-TERM DEBT
|
|
|
273,451
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
273,451
|
|
OTHER LONG-TERM LIABILITIES
|
|
|
4,171
|
|
|
|
|
|
|
|
60
|
|
|
|
|
|
|
|
4,231
|
|
DEFERRED INCOME TAXES
|
|
|
9,326
|
|
|
|
871
|
|
|
|
|
|
|
|
|
|
|
|
10,197
|
|
SHAREHOLDERS EQUITY:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
18
|
|
|
|
|
|
|
|
928
|
|
|
|
(928
|
)
|
|
|
18
|
|
Treasury stock
|
|
|
(4,690
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,690
|
)
|
Additional paid-in capital
|
|
|
107,735
|
|
|
|
75,563
|
|
|
|
1,472
|
|
|
|
(77,035
|
)
|
|
|
107,735
|
|
(Accumulated deficit) retained earnings
|
|
|
(27,838
|
)
|
|
|
(11,793
|
)
|
|
|
17,778
|
|
|
|
(5,985
|
)
|
|
|
(27,838
|
)
|
Accumulated other comprehensive loss
|
|
|
(319
|
)
|
|
|
|
|
|
|
(251
|
)
|
|
|
251
|
|
|
|
(319
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
74,906
|
|
|
|
63,770
|
|
|
|
19,927
|
|
|
|
(83,697
|
)
|
|
|
74,906
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND EQUITY
|
|
$
|
440,093
|
|
|
$
|
75,755
|
|
|
$
|
31,945
|
|
|
$
|
(95,700
|
)
|
|
$
|
452,093
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Guarantor
Subsidiaries
|
|
|
Non
Guarantor
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
3,417
|
|
|
$
|
1,709
|
|
|
$
|
4,436
|
|
|
$
|
|
|
|
$
|
9,562
|
|
Accounts receivablenet of allowances
|
|
|
109,421
|
|
|
|
5,906
|
|
|
|
10,655
|
|
|
|
|
|
|
|
125,982
|
|
Intercompany receivable
|
|
|
829
|
|
|
|
6,738
|
|
|
|
5,945
|
|
|
|
(13,512
|
)
|
|
|
|
|
Inventories
|
|
|
99,839
|
|
|
|
8,123
|
|
|
|
4,628
|
|
|
|
|
|
|
|
112,590
|
|
Deferred income taxes
|
|
|
3,332
|
|
|
|
811
|
|
|
|
128
|
|
|
|
|
|
|
|
4,271
|
|
Assets held for sale
|
|
|
1,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,074
|
|
Prepaid expenses and other current assets
|
|
|
1,895
|
|
|
|
1,488
|
|
|
|
688
|
|
|
|
|
|
|
|
4,071
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
219,807
|
|
|
|
24,775
|
|
|
|
26,480
|
|
|
|
(13,512
|
)
|
|
|
257,550
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROPERTY, PLANT AND EQUIPMENT, NET
|
|
|
70,158
|
|
|
|
6,908
|
|
|
|
1,848
|
|
|
|
|
|
|
|
78,914
|
|
GOODWILL
|
|
|
30,842
|
|
|
|
34,147
|
|
|
|
1,546
|
|
|
|
|
|
|
|
66,535
|
|
INTANGIBLE ASSETS, NET
|
|
|
16,394
|
|
|
|
20,941
|
|
|
|
82
|
|
|
|
|
|
|
|
37,417
|
|
DEFERRED INCOME TAXES
|
|
|
|
|
|
|
|
|
|
|
329
|
|
|
|
|
|
|
|
329
|
|
OTHER ASSETS
|
|
|
8,475
|
|
|
|
|
|
|
|
120
|
|
|
|
|
|
|
|
8,595
|
|
INVESTMENT IN SUBSIDIARIES
|
|
|
93,589
|
|
|
|
|
|
|
|
|
|
|
|
(93,589
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
439,265
|
|
|
$
|
86,771
|
|
|
$
|
30,405
|
|
|
$
|
(107,101
|
)
|
|
$
|
449,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of long-term debt
|
|
$
|
35,566
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
35,566
|
|
Accounts payable
|
|
|
22,854
|
|
|
|
1,196
|
|
|
|
1,698
|
|
|
|
|
|
|
|
25,748
|
|
Intercompany payable
|
|
|
|
|
|
|
5,945
|
|
|
|
7,567
|
|
|
|
(13,512
|
)
|
|
|
|
|
Accrued liabilities
|
|
|
32,817
|
|
|
|
2,352
|
|
|
|
3,039
|
|
|
|
|
|
|
|
38,208
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
91,237
|
|
|
|
9,493
|
|
|
|
12,304
|
|
|
|
(13,512
|
)
|
|
|
99,522
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LONG-TERM DEBT
|
|
|
288,273
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
288,273
|
|
OTHER LONG-TERM LIABILITIES
|
|
|
3,625
|
|
|
|
|
|
|
|
68
|
|
|
|
|
|
|
|
3,693
|
|
DEFERRED INCOME TAXES
|
|
|
4,965
|
|
|
|
1,722
|
|
|
|
|
|
|
|
|
|
|
|
6,687
|
|
SHAREHOLDERS EQUITY:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
17
|
|
|
|
|
|
|
|
928
|
|
|
|
(928
|
)
|
|
|
17
|
|
Treasury stock
|
|
|
(3,918
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,918
|
)
|
Additional paid-in capital
|
|
|
94,470
|
|
|
|
78,030
|
|
|
|
1,472
|
|
|
|
(79,502
|
)
|
|
|
94,470
|
|
(Accumulated deficit) retained earnings
|
|
|
(39,371
|
)
|
|
|
(2,474
|
)
|
|
|
15,603
|
|
|
|
(13,129
|
)
|
|
|
(39,371
|
)
|
Accumulated other comprehensive (loss) income
|
|
|
(33
|
)
|
|
|
|
|
|
|
30
|
|
|
|
(30
|
)
|
|
|
(33
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
51,165
|
|
|
|
75,556
|
|
|
|
18,033
|
|
|
|
(93,589
|
)
|
|
|
51,165
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND EQUITY
|
|
$
|
439,265
|
|
|
$
|
86,771
|
|
|
$
|
30,405
|
|
|
$
|
(107,101
|
)
|
|
$
|
449,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Guarantor
Subsidiaries
|
|
|
Non Guarantor
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
CASH FLOW FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
13,375
|
|
|
$
|
(9,321
|
)
|
|
$
|
2,176
|
|
|
$
|
7,145
|
|
|
$
|
13,375
|
|
Adjustments to reconcile net income (loss) to net cash flow from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
13,691
|
|
|
|
3,811
|
|
|
|
255
|
|
|
|
|
|
|
|
17,757
|
|
Stock-based compensation
|
|
|
3,013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,013
|
|
Foreign currency transaction gain
|
|
|
|
|
|
|
|
|
|
|
(131
|
)
|
|
|
|
|
|
|
(131
|
)
|
Asset Impairment
|
|
|
|
|
|
|
6,584
|
|
|
|
|
|
|
|
|
|
|
|
6,584
|
|
Deferred taxes
|
|
|
3,755
|
|
|
|
(1,144
|
)
|
|
|
(115
|
)
|
|
|
|
|
|
|
2,496
|
|
Excess tax benefits from stock-based compensation
|
|
|
(3,190
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,190
|
)
|
Loss on disposal of fixed assets
|
|
|
33
|
|
|
|
19
|
|
|
|
12
|
|
|
|
|
|
|
|
64
|
|
Equity in consolidated subsidiaries
|
|
|
7,145
|
|
|
|
|
|
|
|
|
|
|
|
(7,145
|
)
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
487
|
|
|
|
(2,241
|
)
|
|
|
(705
|
)
|
|
|
|
|
|
|
(2,459
|
)
|
Inventories
|
|
|
(9,560
|
)
|
|
|
(1,899
|
)
|
|
|
477
|
|
|
|
|
|
|
|
(10,982
|
)
|
Prepaid expenses and other assets
|
|
|
(4,091
|
)
|
|
|
2,337
|
|
|
|
(805
|
)
|
|
|
|
|
|
|
(2,559
|
)
|
Accounts payable
|
|
|
2,663
|
|
|
|
309
|
|
|
|
(272
|
)
|
|
|
|
|
|
|
2,700
|
|
Intercompany accounts
|
|
|
(57
|
)
|
|
|
(987
|
)
|
|
|
1,044
|
|
|
|
|
|
|
|
|
|
Accrued liabilities
|
|
|
(7,468
|
)
|
|
|
2,589
|
|
|
|
167
|
|
|
|
|
|
|
|
(4,712
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flow provided by operating activities
|
|
|
19,796
|
|
|
|
57
|
|
|
|
2,103
|
|
|
|
|
|
|
|
21,956
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOW FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(8,780
|
)
|
|
|
(334
|
)
|
|
|
(30
|
)
|
|
|
|
|
|
|
(9,144
|
)
|
Proceeds from sale of capital expenditures
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flow used in investing activities
|
|
|
(8,769
|
)
|
|
|
(334
|
)
|
|
|
(30
|
)
|
|
|
|
|
|
|
(9,133
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOW FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings under revolving loan facilities
|
|
|
89,904
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
89,904
|
|
Repayments under revolving loan facilities
|
|
|
(112,334
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(112,334
|
)
|
Repayment of long-term debt
|
|
|
(139
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(139
|
)
|
Purchase of treasury stock
|
|
|
(772
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(772
|
)
|
Excess tax benefits from stock-based compensation
|
|
|
3,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,190
|
|
Proceed from option exercises
|
|
|
9,611
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,611
|
|
Dividends paid
|
|
|
(1,842
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,842
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flow used in financing activities
|
|
|
(12,382
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,382
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate on cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
(258
|
)
|
|
|
|
|
|
|
(258
|
)
|
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
|
(1,355
|
)
|
|
|
(277
|
)
|
|
|
1,815
|
|
|
|
|
|
|
|
183
|
|
CASH AND CASH EQUIVALENTSBeginning of period
|
|
|
3,417
|
|
|
|
1,709
|
|
|
|
4,436
|
|
|
|
|
|
|
|
9,562
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTSEnd of period
|
|
$
|
2,062
|
|
|
$
|
1,432
|
|
|
$
|
6,251
|
|
|
$
|
|
|
|
$
|
9,745
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NONCASH ACTIVITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid capital expenditures
|
|
|
46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46
|
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes paid (refunded), net
|
|
|
6,347
|
|
|
|
(1,171
|
)
|
|
|
790
|
|
|
|
|
|
|
|
5,966
|
|
Cash interest paid
|
|
|
25,817
|
|
|
|
|
|
|
|
37
|
|
|
|
|
|
|
|
25,854
|
|
26
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Guarantor
Subsidiaries
|
|
|
Non Guarantor
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
CASH FLOW FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
16,810
|
|
|
$
|
(319
|
)
|
|
$
|
2,970
|
|
|
$
|
(2,651
|
)
|
|
$
|
16,810
|
|
Adjustments to reconcile net income (loss) to net cash flow from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
14,247
|
|
|
|
2,756
|
|
|
|
238
|
|
|
|
|
|
|
|
17,241
|
|
Stock-based compensation
|
|
|
1,169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,169
|
|
Foreign currency transaction loss
|
|
|
|
|
|
|
|
|
|
|
252
|
|
|
|
|
|
|
|
252
|
|
Excess tax benefits from stock-based compensation
|
|
|
(625
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(625
|
)
|
Deferred taxes
|
|
|
1,810
|
|
|
|
(34
|
)
|
|
|
89
|
|
|
|
|
|
|
|
1,865
|
|
Gain on disposal of fixed assets
|
|
|
(31
|
)
|
|
|
(10
|
)
|
|
|
|
|
|
|
|
|
|
|
(41
|
)
|
Equity in consolidated subsidiaries
|
|
|
(2,651
|
)
|
|
|
|
|
|
|
|
|
|
|
2,651
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(11,138
|
)
|
|
|
(2,787
|
)
|
|
|
(867
|
)
|
|
|
|
|
|
|
(14,792
|
)
|
Inventories
|
|
|
(12,602
|
)
|
|
|
(2,832
|
)
|
|
|
(9
|
)
|
|
|
|
|
|
|
(15,443
|
)
|
Prepaid expenses and other assets
|
|
|
3,595
|
|
|
|
(345
|
)
|
|
|
67
|
|
|
|
|
|
|
|
3,317
|
|
Accounts payable
|
|
|
9,815
|
|
|
|
1,450
|
|
|
|
(2,544
|
)
|
|
|
|
|
|
|
8,721
|
|
Intercompany accounts
|
|
|
(2,696
|
)
|
|
|
6,843
|
|
|
|
(4,147
|
)
|
|
|
|
|
|
|
|
|
Accrued liabilities
|
|
|
(7,939
|
)
|
|
|
1,405
|
|
|
|
1,406
|
|
|
|
|
|
|
|
(5,128
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flow from operating activities
|
|
|
9,764
|
|
|
|
6,127
|
|
|
|
(2,545
|
)
|
|
|
|
|
|
|
13,346
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOW FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(23,250
|
)
|
|
|
(5,048
|
)
|
|
|
(402
|
)
|
|
|
|
|
|
|
(28,700
|
)
|
Proceeds from sale of fixed assets
|
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
|
|
Acquisition of businesses, net of cash acquired
|
|
|
(33,090
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(33,090
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flow from investing activities
|
|
|
(56,316
|
)
|
|
|
(5,048
|
)
|
|
|
(402
|
)
|
|
|
|
|
|
|
(61,766
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOW FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings under revolving loan facilities
|
|
|
332,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
332,996
|
|
Repayments under revolving loan facilities
|
|
|
(288,626
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(288,626
|
)
|
Payment of deferred financing fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment of long-term debt
|
|
|
(124
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(124
|
)
|
Purchase of treasury stock
|
|
|
(657
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(657
|
)
|
Excess tax benefits from stock-based compensation
|
|
|
625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
625
|
|
Proceeds from stock option exercises
|
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
|
|
Cash dividends paid
|
|
|
(704
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(704
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flow from financing activities
|
|
|
43,524
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,524
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate on cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
478
|
|
|
|
|
|
|
|
478
|
|
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
|
(3,028
|
)
|
|
|
1,079
|
|
|
|
(2,469
|
)
|
|
|
|
|
|
|
(4,418
|
)
|
CASH AND CASH EQUIVALENTS Beginning of period
|
|
|
4,086
|
|
|
|
724
|
|
|
|
4,936
|
|
|
|
|
|
|
|
9,746
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS End of period
|
|
$
|
1,058
|
|
|
$
|
1,803
|
|
|
$
|
2,467
|
|
|
$
|
|
|
|
$
|
5,328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NONCASH ACTIVITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid capital expenditures
|
|
|
176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
176
|
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes paid, net
|
|
|
1,735
|
|
|
|
(207
|
)
|
|
|
390
|
|
|
|
|
|
|
|
1,918
|
|
Cash interest paid
|
|
|
26,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,074
|
|
27