10-K 1 d297506d10k.htm FORM 10-K Form 10-K
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

 

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011,

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     .

Commission File Number: 001-33337

 

 

COLEMAN CABLE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   36-4410887

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

1530 Shields Drive

Waukegan, Illinois 60085

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(847) 672-2300

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Name of Exchange on Which Registered

Common Stock, par value $0.001 per share   NASDAQ Global Market

Securities registered pursuant to Section 12(g) of the Act:

None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  þ

Indicate by check mark whether the registrant: (1) has filed all reports 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 requirement for the past 90 days.    Yes  þ    No  ¨

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  þ    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  þ

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2011 was $162,016,043.

As of March 9, 2012, we had 17,452,454 shares of common stock outstanding

 

 

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Annual Report on Form 10-K incorporates by reference portions of the registrant’s Proxy Statement on Schedule 14A for its 2012 Annual Meeting of Stockholders to be held on May 1, 2012, which will be filed with the Securities and Exchange Commission 120 days within the end of the fiscal year ended December 31, 2011.

 

 

 


Table of Contents

TABLE OF CONTENTS

 

          Page  
PART I   

Item 1.

  

Business

     3   

Item 1A.

  

Risk Factors

     8   

Item 1B.

  

Unresolved Staff Comments

     12   

Item 2.

  

Properties

     13   

Item 3.

  

Legal Proceedings

     13   

Item 4.

  

Mine Safety Disclosures

     14   
PART II   

Item 5.

  

Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

     14   

Item 6.

  

Selected Financial Data

     16   

Item 7.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     16   

Item 7A.

  

Quantitative and Qualitative Disclosures About Market Risk

     35   

Item 8.

  

Financial Statements and Supplementary Data

     35   

Item 9.

  

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

     35   

Item 9A.

  

Controls and Procedures

     35   
PART III   

Item 10.

  

Directors, Executive Officers and Corporate Governance

     36   

Item 11.

  

Executive Compensation

     36   

Item 12.

  

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

     36   

Item 13.

  

Certain Relationships and Related Transactions, and Director Independence

     36   

Item 14.

  

Principal Accountant Fees and Services

     36   
PART IV   

Item 15.

  

Exhibits, Financial Statement Schedules

     37   
   Index to Consolidated Financial Statements      F-1   
   Signatures      S-1   

TRADEMARKS

Our trademarks, service marks and trade names referred to in this report include American Contractor®, Baron, Booster-in-a-Bag®, CCI®, Clear Signal, Copperfield®, Corra/Clad®, Maximum Energy®, Moonrays®, Plencote®, Polar-Flex, Polar-Rig 125(R), Polar Solar®, Power Station®, Push-Lock, Road Power®, Royal®, Seoprene®, Continental®, Triangle®, Signal®, Woods®, The Designers Edge®, TRC®, Shock Shield®, Electra Shield®, Fire Shield®, Yellow Jacket® and X-Treme Box, among others.

 

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PART I

 

ITEM 1. Business

Cautionary Note Regarding Forward-Looking Statements

Various statements contained in this report, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should,” or the negative thereof or other variations thereon or comparable terminology. In particular, statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance contained in this report, including certain statements contained in “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are forward-looking statements.

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed under “Risk Factors,” and elsewhere in this report may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include:

 

   

fluctuations in the supply or price of copper and other raw materials;

 

   

increased competition from other wire and cable manufacturers, including foreign manufacturers;

 

   

pricing pressures causing margins to decrease;

 

   

our dependence on indebtedness and our ability to satisfy our debt obligations;

 

   

failure to identify, finance or integrate acquisitions;

 

   

product liability claims and litigation resulting from the design or manufacture of our products;

 

   

advancements in wireless technology;

 

   

impairment charges related to our goodwill and long-lived assets;

 

   

restructuring charges;

 

   

changes in the cost of labor or raw materials, including copper, PVC and fuel;

 

   

disruption in the importation of raw materials and products from foreign-based suppliers;

 

   

our ability to maintain substantial levels of inventory;

 

   

increase in exposure to political and economic development, crises, instability, terrorism, civil strife, expropriation, and other risks of doing business in foreign markets;

 

   

changes in tax legislation relating to our Honduras subsidiary; and

 

   

other risks and uncertainties, including those described under “Risk Factors.”

Given these risks and uncertainties, we caution you not to place undue reliance on these forward-looking statements. In addition, any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. We do not undertake and specifically decline any obligation to update any of these statements or to publicly announce the result of any revisions to any of these statements to reflect future events or developments, therefore, you should not rely on these forward-looking statements as representing our views as on any date subsequent to today.

 

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General

Coleman Cable, Inc. (the “Company,” “Coleman,” “we,” “us” or “our”) is a leading designer, developer, manufacturer and supplier of electrical wire and cable products for consumer, commercial and industrial applications, with operations primarily in the United States (“U.S.”) and, to a lesser degree, in Honduras and Canada. Our broad line of wire and cable products enables us to offer our customers a single source for many of their wire and cable product requirements. We manufacture our products in ten domestic manufacturing locations and supplement our domestic production with both international and domestic sourcing. We sell our products to more than 8,000 active customers in diverse end markets, including a wide range of specialty distributors, retailers and original equipment manufacturers (“OEMs”). Virtually all of our products are sold to customers located in either the U.S. or Canada.

Company History

We were incorporated in Delaware in 1999. The majority of our operations came from Coleman Cable Systems, Inc., our predecessor company, which was formed in 1970 and which we acquired in 2000. In March 2007, we registered 16.8 million shares of our common stock pursuant to a registration rights agreement we had executed in 2006 with our principal shareholders in connection with a private placement of our common stock. Upon completion of this registration in March 2007, our common stock became listed on the NASDAQ Global Market under the symbol “CCIX.”

Business Overview

We produce products across four primary product lines: (1) industrial wire and cable, including portable cord, machine tool wiring, welding, instrumentation, tray and mining cable and other power cord products; (2) electronic wire, including telephone, data, security and coaxial cable, thermostat wire and irrigation cable; (3) assembled wire and cable products, including extension cords, booster and battery cable, lighting products and surge and strip products; and (4) fabricated bare wire, including stranded, bunched, and single-end copper, copper clad steel and various copper alloy wire.

The core component of most of our products is copper wire which we draw from copper rod into a variety of gauges of both solid and stranded copper wires. We use a significant amount of the copper wire that we produce as an input into the production of our finished wire and cable products, while the remainder of our copper wire production is sold in the form of bare copper wire (in a variety of gauges) to external OEMs and wire and cable producers. In the majority of our wire and cable products, a thermoplastic or thermosetting insulation is extruded over the bare wire (in a wide array of compounds, quantities, colors and gauges) and then cabled (twisted) together with other insulated wires. An outer jacket is then extruded over the cabled product. This product is then coiled or spooled and packaged for sale or processed further into a cable assembly.

Our business is organized into three reportable segments: (1) Distribution, (2) OEM, and (3) Other. We sell products from our four product lines across each of our reportable segments. Within these three reportable segments, we sell our products into multiple channels, including electrical distribution, wire and cable distribution, OEM/government, heating, ventilation, air conditioning and refrigeration (“HVAC/R”), irrigation, industrial/contractor, security/home automation, recreation/transportation, copper fabrication, US military, retail and automotive.

More detailed information regarding our primary product lines and segments is set forth below within the “Product Overview” and “Segment Overview” sections, as well as within Note 18 of Notes to Consolidated Financial Statements contained in Part II, Item 8 of this document.

Industry and Competitive Overview

The wire and cable industry is mature and though it has experienced significant consolidation over the past few years, it remains fragmented and characterized by a large number of competitors. The markets we serve are

 

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highly competitive. While no single company competes with us in all of our product lines as a result of the diversity of our offerings, various companies compete with us in one or more product lines. Many of these competitors are large, well-established companies with greater financial resources than us. In addition, many of our products are made to industry specifications and, therefore, may be interchangeable with our competitors’ products. Competition in the markets we serve is based on a number of factors, such as breadth of product offering, inventory availability, delivery time, price, quality, customer service and relationships, brand recognition and logistics capabilities. We believe we can compete effectively on the basis of each of these factors.

Product Overview

In 2011 and 2010, net sales across our four major product lines were as follows:

 

      Year Ended December 31,  

Net Sales by Groups of Products

          2011                    2010         
     (In thousands)  

Industrial Wire and Cable

   $ 412,248       $ 328,405   

Assembled Wire and Cable Products

     237,716         196,523   

Electronic Wire

     177,817         154,825   

Fabricated Bare Wire

     39,575         24,010   
  

 

 

    

 

 

 

Total

   $ 867,356       $ 703,763   
  

 

 

    

 

 

 

Industrial Wire and Cable

Our industrial wire and cable product line includes portable cord, machine tool wiring, building wire, welding, mining, pump, control, stage/lighting, diesel/locomotive, instrumentation, tray, thermocouple, high temperature, and metal clad cables and other power cord products. Our products are available in either polyvinyl chloride (PVC), crosslink, or thermoset constructions. Since 2008 we have invested resources to create 16 new industrial product lines to support the utility, energy, and infrastructure construction markets that are expected to grow over the next few years. These are medium power supply cables used for permanent or temporary connections between a power source (such as a power panel, receptacle or transformer) and a device (such as a motor, light, transformer or control panel). These products are used in construction, industrial MRO and OEM applications, such as airline support systems, wind turbines, solar, utilities, cranes, marinas, offshore drilling, fountains, car washes, sports lighting, construction, food processing, forklifts, mining and military applications. Our brands in this product line include Royal, Seoprene, Copperfield, Continental, Triangle, and Corra/Clad.

Assembled Wire and Cable Products

Our assembled wire and cable products include multiple types of extension cords, as well as ground fault circuit interrupters, portable lighting (incandescent, fluorescent and halogen), retractable reels, holiday items, solar lighting, recreational vehicle (“RV”) cords and adapters, and surge and strip products. For the automotive aftermarket we offer booster cables, battery cables and battery accessories. This product type also includes the design and manufacture of battery management tools for secondary or re-chargeable batteries. These battery product solutions support customers in military, commercial and industrial sectors. Our brands in this area of our business include Woods, Moonrays, Polar Solar, Yellow Jacket, American Contractor, Road Power, Power Station, Booster-in-a-Bag, TRC, Shock Shield, Electra Shield, Fire Shield, Designers Edge, and privately-labeled brands.

Electronic Wire

Our electronic wire product line includes telephone, data, security, coaxial, industrial automation, instrumentation, twinaxial, fire alarm, plenum and home automation cables. These cables permanently connect

 

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devices, and they provide power, signal, voice, data or video transmissions from a device (such as a camera, alarm or terminal) to a source (such as a control panel, splice strip or video recorder). These products are used in applications such as telecommunication, security, fire detection, access control, video monitoring, data transmission, intercom and home automation systems. Our primary brands in this product line include Signal, Plencote, Soundsational and Clear Signal.

Our electronic wire product line also includes low voltage cable products comprised of thermostat wire and irrigation cables. These cables permanently connect devices, and they provide low levels of power between devices in a system (such as a thermostat and the switch on a furnace, or a timer and a switch, device or sensor). They are used in applications such as HVAC/R, energy management, home sprinkler systems and golf course irrigation. We sell many of our low voltage cables under the Baron, BaroStat and BaroPak brand names.

Fabricated Bare Wire Products

Our fabricated bare wire products conduct power or signals and include stranded, bunched and single-end copper, copper-clad steel and various copper alloy wire. In this area, we process copper rod into stranding for use in our electronic and electrical wire and cable products or for sale to others for use in their products. We use most of our copper wire production to produce our own finished products. Our primary brand in this product line is Copperfield.

Segment Overview

As noted above, we classify our business into three reportable segments: (1) Distribution, (2) OEM, and (3) Other. Our reportable segments are a function of the customer type or end markets each respective segment serves and how we are organized internally to market to such customer groups and measure our financial performance. The Distribution segment serves customers in distribution businesses, who are resellers of our products, while our OEM segment serves OEM customers, who generally purchase more tailored products which are used as inputs into subassemblies of manufactured finished goods. Our Other segment was created as a result of our acquisition of TRC. We integrated a portion of TRC’s legacy business into our Distribution segment during 2011. The remainder of TRC’s legacy business, which has not yet been integrated into our two historical reportable segments, comprises the Other segment. Financial data for our business segments is as follows:

 

     Year Ended December 31,  
           2011                 2010        
     (In thousands)  

Net sales:

    

Distribution

   $ 632,777      $ 525,274   

OEM

     217,831        178,489   

Other

     16,748        —     
  

 

 

   

 

 

 

Reporting Segment Total

   $ 867,356      $ 703,763   
  

 

 

   

 

 

 

Operating income:

    

Distribution

   $ 60,885      $ 47,834   

OEM

     15,526        13,089   

Other

     (820     —     
  

 

 

   

 

 

 

Reporting Segment Total

     75,591        60,923   

Corporate

     (22,907     (19,941
  

 

 

   

 

 

 

Consolidated operating income

   $ 52,684      $ 40,982   
  

 

 

   

 

 

 

Segment operating income represents income from continuing operations before interest expense, other income or expense, and income taxes. Corporate consists of items not charged or allocated to the segments, including

 

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costs for employee relocation, discretionary bonuses, professional fees, restructuring expenses, asset impairments, share-based compensation expense, and intangible amortization. Our segments have largely common production processes, and share manufacturing and distribution capacity. Accordingly, we do not identify net assets to our segments.

Raw Materials

Copper is the primary raw material used in the manufacture of our products. We currently obtain copper from multiple suppliers and there are many alternative sources of copper available to us. An unanticipated significant issue with any of our current suppliers of copper would require us to transition to alternative suppliers. While such a transition would cost us time and resources, alternative suppliers are readily available. Other significant raw materials used in the manufacture of our products are plastics, such as polyethylene and PVC, aluminum, linerboard and wood reels. As with copper, these raw materials are sourced from multiple suppliers and there are many alternative suppliers available to us. We typically have supplier agreements with terms of one to two years under which we may make purchases at the prevailing market price at the time of purchase, with no minimum purchase requirements. Our centralized procurement department makes an ongoing effort to reduce and contain raw material costs, and as noted above, we attempt to reflect raw material price changes in the sales price of our products. From time to time, we have employed, and may continue to employ, the use of derivatives, including copper commodity contracts, to manage our costs for such materials and to match our sales terms with certain customers.

As noted above, copper comprises one of the major components for wire and cable products. Copper prices can be volatile. Wire and cable manufacturers are generally able to pass through changes in the cost of copper to customers. The cost of our products typically comprises a relatively small component of the overall cost of end products produced by customers in each of our end markets. As a result, our customers are generally less sensitive to marginal fluctuations in the price of copper as our products make up a relatively small portion of their overall purchases. However, there can be timing delays of varying lengths for implementing price changes depending on the magnitude of the change, the type of product, competitive conditions, particular customer arrangements and inventory management.

Foreign Sales and Assets

For 2011 and 2010, our consolidated net sales included a total of $63.7 million and $47.7 million, respectively, in Canada. In addition, we had a total of approximately $0.2 million and $0.3 million in tangible long-lived assets in Canada at December 31, 2011 and 2010, respectively. As a result of the TRC acquisition, we had $1.6 million in tangible long-lived assets in Honduras at December 31, 2011. We did not have any significant sales outside of the U.S. and Canada in 2011 or 2010. In addition, all sales with Honduras are intercompany transactions.

Patents and Trademarks

We own a number of U.S. and foreign patents covering certain of our products. Our patents have varying durations currently ranging from less than a year to 15 years. We also own a number of registered trademarks. While we consider our patents and trademarks to be valuable assets, we do not consider any single patent or trademark to be of such material importance that its absence would cause a material disruption to our business. No patent or trademark is material to any of our reportable segments.

Seasonality and Business Cycles

Our net sales follow general business cycles. We also have experienced, and expect to continue to experience, certain seasonal trends in net sales and cash flow. Net sales are generally higher in the third and fourth quarters due to increased customer demand in anticipation of, and during, the winter months and holiday season. As a result of historically higher demand for our products during the late fall and early winter months, we typically

 

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increase our inventory levels during the third and early fourth quarters of the year. In addition, trade receivables arising from increased shipments made during the late fall and early winter months are typically collected during late fourth quarter and early first quarter of each year.

Backlog and Shipping

Our product lines generally have no significant order backlog because we follow the industry practice of stocking finished goods to meet customer demand on a just-in-time basis. We believe that the ability to fill orders in a timely fashion is a competitive factor in the markets in which we operate.

Employees

As of December 31, 2011, we had 1,613 employees, with 15.6% of our employees represented by one labor union. Our current collective bargaining agreement expires December 21, 2012. We consider our labor relations to be good and we have not experienced any significant labor disputes.

Environmental, Health and Safety Regulation

Many of our products are subject to the requirements of federal, state and local or foreign regulatory authorities. We are subject to federal, state, local and foreign environmental, health and safety protection laws and regulations governing our operations and the use, handling, disposal and remediation of regulated materials currently or formerly used by us. A risk of environmental liability is inherent in our current and former manufacturing activities in the event of a release or discharge of regulated materials generated by us. We are party to one environmental claim, which is described below under the heading “Legal Proceedings.” At this time, the cost of compliance with environmental, health and safety laws and requirements is not material to us. There can be no assurance that the costs of complying with environmental, health and safety laws and requirements in our current operations, or that the potential liabilities arising from past releases of or exposure to regulated materials, will not result in future expenditures by us that could materially and adversely affect our financial position, results of operations or cash flows.

 

ITEM 1A. Risk Factors

Disruptions in the supply of copper and other raw materials used in our products could cause us to be unable to meet customer demand, which could result in the loss of customers and net sales.

Copper is the primary raw material that we use to manufacture our products. Other significant raw materials that we use are plastics, such as polyethylene and PVC, aluminum, linerboard and wood reels. We typically have supplier agreements with terms of one to two years for our raw material needs that do not require us to purchase a minimum amount of these raw materials or involve long term fixed pricing arrangements. If we are unable to maintain good relations with our suppliers or if there are any business interruptions at our suppliers, we may not have access to a sufficient supply of raw materials. If we lose one or more key suppliers and are unable to locate an alternative supply, we may not be able to meet customer demand, which could result in the loss of customers and a decrease in net sales.

Fluctuations in the price of copper and other raw materials, as well as fuel and energy, and increases in freight costs could increase our cost of goods sold and affect our profitability.

The prices of copper and our other significant raw materials, as well as fuel and energy costs, are subject to considerable volatility; this volatility has affected our profitability and we expect that it will continue to do so in the future. Our agreements with our suppliers generally require us to pay market price for raw materials at the time of purchase. As a result, volatility in these prices, particularly copper prices, can result in significant fluctuations in our cost of goods sold. If the cost of raw materials increase and we are unable to increase the

 

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prices of our products, or offset those cost increases with cost savings in other parts of our business, our profitability would be reduced. As a result, increases in the price of copper and other raw materials may affect our profitability if we cannot effectively pass these price increases on to our customers. In addition, we pay the freight costs on certain customer orders. In the event that freight costs increase substantially, due to fuel surcharges or otherwise, our profitability would decline.

The markets for our products are highly competitive, and our inability to compete with other manufacturers in the wire and cable industry could harm our net sales and profitability.

The markets for wire and cable products are highly competitive. We compete with at least one major competitor in each of our business lines. Many of our products are made to industry specifications and may be considered fungible with our competitors’ products. Accordingly, we are subject to competition in many of our markets primarily on the basis of price. We must also be competitive in terms of quality, availability, payment terms and customer service. We are facing increased competition from products manufactured in foreign countries that in many cases are comparable in terms of quality but are offered at lower prices. Unless we can produce our products at competitive prices or purchase comparable products from foreign sources on favorable terms, we may experience a decrease in our net sales and profitability. Some of our competitors have greater resources, financial and otherwise, than we do and may be better positioned to invest in manufacturing and supply chain efficiencies and product development. We may not be able to compete successfully with our existing competitors or with new competitors.

We face pricing pressure in each of our markets, and our inability to continue to achieve operating efficiency and productivity improvements in response to pricing pressure may result in lower margins.

We face pricing pressure in each of our markets as a result of significant competition and industry overcapacity, and price levels for many of our products (after excluding price adjustments related to the increased cost of copper) have declined over the past few years. We expect pricing pressure to continue for the foreseeable future. A component of our business strategy is to continue to achieve operating efficiencies and productivity improvements with a focus on lowering purchasing, manufacturing and distribution costs. We may not be successful in lowering our costs. In the event we are unable to lower these costs in response to pricing pressure, we may experience lower margins and decreased profitability.

We have significant indebtedness outstanding and may incur additional indebtedness that could negatively affect our business.

We have a significant amount of indebtedness. At December 31, 2011, we had approximately $302.9 million of total indebtedness, comprised of $272.3 million related to our 9% Senior Notes due in 2018 (“2018 Senior Notes”), including an unamortized discount of $2.7 million, $30.0 million from our revolving credit facility, and $0.8 million of capital leases.

Our high level of indebtedness and dependence on indebtedness could have important consequences to our shareholders, including the following:

 

   

our ability to obtain additional financing for capital expenditures, potential acquisition opportunities or general corporate or other purposes may be impaired;

 

   

a substantial portion of our cash flow from operations must be dedicated to the payment of principal and interest on our indebtedness, reducing the funds available to us for other purposes;

 

   

it may place us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged; and

 

   

we may be more vulnerable to economic downturns, may be limited in our ability to respond to competitive pressures and may have reduced flexibility in responding to changing business, regulatory and economic conditions.

 

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Our ability to satisfy our debt obligations will depend upon, among other things, our future operating performance and our ability to refinance indebtedness when necessary. Each of these factors is, to a large extent, dependent on economic, financial, competitive and other factors beyond our control. If, in the future, we cannot generate sufficient cash from operations to make scheduled payments on our debt obligations, we will need to refinance our existing debt, issue additional equity securities or securities convertible into equity securities, obtain additional financing or sell assets. Our business may not be able to generate cash flow or we may not be able to obtain funding sufficient to satisfy our debt service requirements.

Growth through acquisitions is a significant part of our strategy and we may not be able to successfully identify, finance or integrate acquisitions in order to grow our business.

Growth through acquisitions has been, and we expect it to continue to be, a significant part of our strategy. We regularly evaluate possible acquisition candidates. We may not be successful in identifying, financing and closing acquisitions on favorable terms. Potential acquisitions may require us to obtain additional financing or issue additional equity securities or securities convertible into equity securities, and any such financing and issuance of equity may not be available on terms acceptable to us or at all. If we finance acquisitions by issuing equity securities or securities convertible into equity securities, our existing shareholders could be diluted, which, in turn, could adversely affect the market price of our stock. If we finance an acquisition with debt, it could result in higher leverage and interest costs. Further, we may not be successful in integrating any such acquisitions that are completed. Integration of any such acquisitions may require substantial management, financial and other resources and may pose risks with respect to production, customer service and market share of existing operations. In addition, we may acquire businesses that are subject to technological or competitive risks, and we may not be able to realize the benefits expected from such acquisitions.

Our products could be subject to product liability claims and litigation, which could adversely affect our financial condition and results of operations and harm our business reputation.

We manufacture products that create exposure to product liability claims, breach of contract claims, and litigation. If our products are not properly manufactured or designed, personal injuries or property damage could result, which could subject us to claims for damages. The costs associated with defending product liability claims and payment of damages could be substantial. Our reputation could also be adversely affected by such claims, whether or not successful, and such claims could lead to decreased demand for our systems and products.

Advancing technologies, such as fiber optic and wireless technologies, may make some of our products less competitive and reduce our net sales.

Technological developments could cause our net sales to decline. For example, a significant decrease in the cost and complexity of installation of fiber optic systems or a significant increase in the cost of copper-based systems could make fiber optic systems superior on a price performance basis to copper systems and could have a material adverse effect on our business. Also, advancing wireless technologies, as they relate to network and communication systems, may reduce the demand for our products by reducing the need for premises wiring. Wireless communications depend heavily on a fiber optic backbone and do not depend as much on copper-based systems. An increase in the acceptance and use of voice and wireless technology, or introduction of new wireless or fiber-optic based technologies, may have a material adverse effect on the marketability of our products and our profitability. If wireless technology were to significantly erode the markets for copper-based systems, our sales of copper premise cables could face downward pressure.

If our goodwill or other intangible assets become impaired, we may be required to recognize charges that would reduce our income.

Under accounting principles generally accepted in the U.S., goodwill assets are not amortized but must be reviewed for possible impairment annually, or more often in certain circumstances if events indicate that the

 

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asset values are not recoverable. We recorded significant impairment charges in 2009 relative to our goodwill. Deterioration in the macro-economic environment or other factors could necessitate an earnings charge for the impairment of goodwill or other intangible assets in the future, which would reduce our income.

We have incurred restructuring charges in the past and may incur additional restructuring charges in the future.

We have incurred significant restructuring costs in the past and may incur additional restructuring charges in the future. We may not be able to achieve the planned cash flows and savings estimates associated with such restructuring activities if we are unable to accomplish them in a timely manner, are unable to achieve expected efficiencies or cost savings, or unforeseen developments or expenses arise. As we respond to changes in the market and fluctuations in demand levels, we may be required to realign plant production or otherwise restructure our operations, which may result in additional and potentially significant restructuring charges.

Some of our employees belong to a labor union and certain actions by such employees, such as strikes or work stoppages, could disrupt our operations or cause us to incur costs.

As of December 31, 2011, we employed 1,613 persons, 15.6% of whom are covered by a collective bargaining agreement, which expires on December 21, 2012. If unionized employees were to engage in a concerted strike or other work stoppage, if other employees were to become unionized, or if we are unable to negotiate a new collective bargaining agreement when the current one expires, we could experience a disruption of operations, higher labor costs or both. A strike or other disruption of operations or work stoppage could reduce our ability to manufacture quality products for our customers in a timely manner.

We may be unable to raise additional capital to meet working capital and capital expenditure needs if our operations do not generate sufficient funds to do so.

Our business is expected to have continuing capital expenditure needs. If our operations do not generate sufficient funds to meet our capital expenditure needs for the foreseeable future, we may not be able to gain access to additional capital, if needed, particularly in view of competitive factors and industry conditions. In addition, increases in the cost of copper increase our working capital requirements. If we are unable to obtain additional capital, or unable to obtain additional capital on favorable terms, our liquidity may be diminished and we may be unable to effectively operate our business.

We are subject to environmental, health and safety and other laws and regulations which could adversely affect our operations and business.

We are subject to the environmental laws and regulations of each jurisdiction where we do business. We are currently, and may in the future be, held responsible for remedial investigations and clean-up costs of certain sites damaged by the discharge of regulated materials, including sites that have never been owned or operated by us but at which we have been identified as a potentially responsible party under federal and state environmental laws. Certain of these laws, including the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. (“CERCLA”), impose strict, and under certain circumstances, joint and several, liability for investigation and cleanup costs at contaminated sites on responsible parties, as well as liability for damages to natural resources. We have established reserves for such potential liability and believe those reserves to be adequate; however, there is no guarantee that such reserves will be adequate or that additional liabilities will not arise. See “Legal Proceedings.”

Failure to comply with environmental laws can result in substantial fines, orders to install pollution control equipment and/or claims for alleged personal injury and property damage. Changes in environmental requirements in both domestic and foreign jurisdictions and their enforcement could adversely affect our operations due to increased costs of compliance and potential liability for noncompliance.

 

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Disruption in the importation of our raw materials and products and the risks associated with international operations could cause our operating results to decline.

We source certain raw materials and products from foreign-based suppliers. Foreign material purchases expose us to a number of risks, including unexpected changes in regulatory requirements and tariffs, possible difficulties in enforcing agreements, exchange rate fluctuations, difficulties in obtaining import licenses, economic or political instability, embargoes, exchange controls or the adoption of other restrictions on foreign trade. Although we currently manufacture the vast majority of our products in the U.S., to the extent we decide to establish foreign manufacturing facilities, our foreign manufacturing sales would be subject to similar risks. Further, imports of raw materials and products are subject to unanticipated transportation delays that affect international commerce.

We have risks associated with inventory.

Our business requires us to maintain substantial levels of inventory. We must identify the right mix and quantity of products to keep in our inventory to meet customer orders. Failure to do so could adversely affect our sales and earnings. However, if our inventory levels are too high, we are at risk that an unexpected change in circumstances, such as a shift in market demand, drop in prices, or default or loss of a customer, could have a material adverse impact on the net realizable value of our inventory.

Changes in industry standards and regulatory requirements may adversely affect our business.

As a manufacturer and distributor of wire and cable products, we are subject to a number of industry standard setting authorities, such as Underwriters Laboratories. In addition, many of our products are subject to the requirements of federal, state, local or foreign regulatory authorities. Changes in the standards and requirements imposed by such authorities could have an adverse effect on us. In the event that we are unable to meet any such standards when adopted, our business could be adversely affected.

Our business is subject to the economic, political and other risks of operating and selling products in foreign countries.

Our foreign operations, including Canada, Honduras, and China, are subject to risks inherent in maintaining operations abroad, such as economic and political destabilization, international conflicts, restrictive actions by foreign governments, nationalizations or expropriations, changes in regulatory requirements, the difficulty of effectively managing diverse global operations, adverse foreign tax laws and the threat posed by potential pandemics in countries that do not have the resources necessary to deal with such outbreaks. Over time, we intend to continue expanding our foreign operations, which would serve to increase the level of these risks relative to our business operations and their potential effect on our financial position and results of operations.

Our business in Honduras is subject to changes in tax legislation.

Our Honduras operation currently operates under a foreign tax holiday, under which funds may not be repatriated without paying tax. Currently, we do not provide for deferred taxes on the excess of the financial reporting over the tax basis in our investment in our Honduran subsidiary. We consider the investment permanent in duration. A change in tax legislation or the Company’s exit from this location could create taxation that may be material to our operations.

 

ITEM 1B. Unresolved Staff Comments

None.

 

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ITEM 2. Properties

As of December 31, 2011, we owned or leased the following primary facilities:

 

Operating Facilities

  

Type of Facility

   Approximate
Square Feet
    

Leased or Owned

Bremen, Indiana (Distribution Center)

   Warehouse      48,000       Leased

Bremen, Indiana (East)

   Manufacturing      106,200       Leased**

Bremen, Indiana (Fabricating)

   Manufacturing      124,160       Leased**

Bremen, Indiana (Insulating)

   Manufacturing      43,007       Leased**

Clearwater, Florida

   Offices, Manufacturing, Warehouse      43,000       Building owned, land leased

El Paso, Texas

   Manufacturing, Warehouse      401,400       Leased

Hayesville, North Carolina

   Manufacturing      104,000       Owned

Lafayette, Indiana

   Manufacturing, Warehouse      397,188       Owned

Markham, Ontario, Canada

   Offices, Warehouse      43,629       Leased

Pleasant Prairie, Wisconsin

   Warehouse      503,000       Leased

Texarkana, Arkansas

   Manufacturing, Warehouse      106,700       Owned

San Pedro Sula, Honduras

   Offices, Manufacturing, Warehouse      47,000       Leased

Titusville, FL

   Offices, Warehouse      10,000       Leased

Waukegan, Illinois

   Manufacturing      212,530       Owned — 77,394
         Leased — 135,136

Waukegan, Illinois

   Offices      30,175       Leased

York, Pennsylvania

   Offices, Manufacturing, Warehouse      65,000       Leased

 

Closed Facilities

  

Closure Year

   Approximate
Square Feet
    

Leased or Owned

Nogales, Arizona

   2008      84,000       Leased  

Siler City, North Carolina

   2006      86,000       Owned  

Toronto, Ontario, Canada

   2011      200,000       Leased*

York, Pennsylvania

   2011      60,000       Leased*

 

* The associated leases expire in the first half of 2012
** In January 2012, the Company exercised a purchase option to acquire the properties associated with these leases.

Our operating properties are used to support all of our reportable segments. We believe that our existing facilities are adequate for our operations. We do not believe that any single leased facility is material to our operations and, if necessary, we could readily obtain a replacement facility. Our real estate assets have been pledged as security for certain of our debt.

Our principal corporate offices are located at 1530 Shields Drive, Waukegan, Illinois 60085.

 

ITEM 3. Legal Proceedings

We are involved in legal proceedings and litigation arising in the ordinary course of our business, including product liability claims relating to the manufacture or design of our products. In those cases where we are the defendant, plaintiffs may seek to recover large and sometimes unspecified amounts or other types of relief and some matters may remain unresolved for several years. We believe that none of the routine litigation that we now face, individually or in the aggregate, will be material to our business. However, an adverse determination could be material to our financial position, results of operations or cash flows in any given period. We maintain insurance coverage for litigation that arises in the ordinary course of our business and believe such coverage is adequate.

 

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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 groundwaters at the site with hazardous substances. In 1984, the U.S. Environmental Protection Agency listed this site on the National Priorities List. Riblet Products Corporation, with which we 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 Environmental Protection Agency (“EPA”) identifying it as a party potentially liable under the CERCLA.

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 other PRPs for fulfillment of the requirements of the consent decree. Under the site participation agreement, we are responsible for a 9.19% share of the costs for the RD/RA. As of December 31, 2011, we had a $0.3 million accrual recorded for this liability.

Although no assurances are possible, we believe that our accruals related to environmental litigation and other claims are sufficient and that these items and our rights to available insurance and indemnity will be resolved without material adverse effect on our financial position, results of operations or cash flows.

 

ITEM 4. Mine Safety Disclosures

Not applicable.

PART II

 

ITEM 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common Stock

Our common stock is listed on the NASDAQ Global Market under the symbol “CCIX.” The table below sets forth, for the calendar quarters indicated, the reported high and low sales prices of our common stock:

 

     2011  
     Sales Price  
     High      Low  

First Quarter

   $ 9.00       $ 5.48   

Second Quarter

   $ 15.42       $ 8.25   

Third Quarter

   $ 17.21       $ 8.11   

Fourth Quarter

   $ 10.88       $ 7.30   

 

     2010  
     Sales Price  
     High      Low  

First Quarter

   $ 4.95       $ 3.35   

Second Quarter

   $ 6.71       $ 5.07   

Third Quarter

   $ 6.39       $ 4.54   

Fourth Quarter

   $ 7.83       $ 5.34   

As of March 9, 2012, there were 61 record holders of our common stock. The holders of our common stock are entitled to one vote per share.

 

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Issuer Purchases of Equity Securities

In August 2011, we announced a two-year stock repurchase plan approved by our board of directors pursuant to which up to 0.5 million shares of the Company’s common stock is authorized to be purchased in open market or privately negotiated transactions. We may repurchase our common shares in the future but whether we do so will depend on a number of factors and there can be no assurance that we will purchase any amounts of our common shares.

The following table provides information about purchases made during the quarter ended December 31, 2011 of equity securities that are registered by us pursuant to Section 12 of the Exchange Act:

 

     Total number of
shares purchased
    Average price
paid per share
    Total number of
shares purchased as part
of publically announced
Plans
    Maximum number that may
yet be purchased

under the
Plan
 

October 1, 2011 — October 31, 2011

    —        $ —          —       

November 1, 2011 — November 30, 2011

    143,333      $ 8.33        143,333     

December 1, 2011 — December 31, 2011

    53,875      $ 8.54        53,875     
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

    197,208      $ 8.44        197,208        188,329   

Recent Sales of Unregistered Securities

None.

Dividends and Distributions

The Company has no history of, nor any immediate plans to, pay cash dividends on its common shares. Payment of future dividends, if any, will be at the discretion of our board of directors and will depend on many factors, including general economic and business conditions, our strategic plans, our financial results and condition, legal requirements and other factors that our board of directors deems relevant. Our credit facility and the indenture governing our 2018 Senior Notes each contain restrictions on the payment of dividends to our shareholders. See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Revolving Credit Facility,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — 9% Senior Notes due 2018 (“Senior Notes”).” In addition, our ability to pay dividends is dependent on our receipt of cash dividends from our subsidiaries.

Equity Compensation Plan Information

The following table presents securities authorized for issuance under equity compensation plans at December 31, 2011.

 

Plan Category

   Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights(1)
     Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights(2)
     Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
the First Column)(3)
 

Equity Compensation Plans Approved by Security Holders

     2,072,258       $ 11.07         424,640   

Equity Compensation Plans Not Approved by Security Holders

     —           —           —     

Total

     2,072,258       $ 11.07         424,640   

 

(1) Includes both grants of stock options and unvested share awards.

 

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(2) Includes weighted-average exercise price of outstanding stock options only.

 

(3) Does not include shares which may become available due to forfeiture or expiration.

 

ITEM 6. Selected Financial Data

As a smaller reporting company, we are not required to provide the information required by this item.

 

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion in conjunction with our consolidated financial statements and the notes thereto included in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of risks and uncertainties, including those described under “Item 1A, Risk Factors” and elsewhere in this report. We assume no obligation to update any of these forward-looking statements.

2011 Overview

We experienced increased demand levels in 2011 across a number of areas of our business as both the industry and most of our end-markets experienced another year of improving economic conditions. Overall, our volumes, measured in total pounds shipped, increased 5.5% in 2011 compared to 2010, with relatively stronger increases in our OEM business, as well as in industrial-related product categories, as market demand in both areas was favorably impacted by increased industrial output in the U.S. from 2010 levels. Other areas remain challenging, however, with particular weakness persisting in those channels and product categories linked to construction end-markets. Additionally, overall demand levels in the U.S. remain below pre-recessionary levels, as the magnitude of economic growth and recovery in the developing world has outpaced that in the U.S. Generally, we also experienced improved pricing across our business during the course of 2011, but also experienced significant copper price volatility throughout 2011, most notably a sharp decline in copper prices in the fourth quarter of 2011.

The decrease in copper prices during the second half of 2011, and most notably during the fourth quarter, appeared to reflect a number of wide-ranging factors, including fear of an economic slowdown, particularly within developing countries, coupled by decreased financial and investor interest in a wide-range of commodity-based investments, including copper. As a result, the average monthly price of copper cathode on the COMEX decreased during the second half of 2011, with a total decrease of 16.5% recorded between the monthly average of $4.11 per pound for June 2011 and an average of $3.43 per pound in December 2011. Copper prices have subsequently increased significantly, increasing 12.2% from year-end 2011 levels, during the first two months of 2012, with the average monthly price of copper on the COMEX reaching $3.85 in February 2012.

Such copper price fluctuations can significantly impact our sales and profitability, as copper constitutes the primary component of our product input costs, accounting for approximately 71.6% of our total costs of goods sold in 2011. Specifically, sharp copper price changes can significantly impact the spread between the cost of copper in our products and the prices we are able to charge for our products. Recently, as oil prices have increased, we have also begun to see signs of inflationary pressures in the cost of oil-based resins and freight costs.

Despite the challenges posed by such factors, our overall financial and operating performance in 2011 was strong:

 

   

Earnings per diluted share of $0.99 for 2011, as compared to $0.21 for 2010. On an adjusted basis, we recorded Adjusted earnings per diluted share of $1.20, as compared to Adjusted earnings per diluted share of $0.69 in 2010;

 

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EBITDA for 2011 reached $72.6 million, as compared to EBITDA of $50.6 million in 2010. On an adjusted basis, we recorded Adjusted EBITDA of $78.6 million in 2011, as compared to Adjusted EBITDA of $64.0 million in 2010;

 

   

Overall reported revenues increased 23.2% in 2011 to $867.4 million as compared to $703.8 million in 2010, with an increase of 5.5% in total volume shipped;

 

   

Strong improvement in both OEM and Distribution operating income, with increases of 18.6% and 27.3%, respectively, recorded in 2011 as compared to 2010;

 

   

On August 4, 2011, we entered into a new $250.0 million, five-year revolving credit facility agreement with an accordion feature that allows us to increase our borrowings by an additional $50.0 million (the “Revolving Credit Facility”). The Revolving Credit Facility gives us greater flexibility than our former credit facility in many respects. See “Management’s Discussion and Analysis-Liquidity and Capital Resources-Revolving Credit Facility.

Both the above-noted GAAP results and Non-GAAP measures, including our definition of such Non-GAAP measures and their reconciliation to GAAP measures, are set forth in greater detail as part of the “Consolidated Results of Operations” section that follows.

2011 Acquisitions

During the second quarter of 2011, we utilized cash on hand, as well as borrowings under our credit facility, to complete three business combination transactions (collectively, the “2011 Acquisitions”), as set forth below. Each of these 2011 Acquisitions was structured as cash transactions, with aggregate consideration totaling $69.7 million. As further discussed below, we believe these acquisitions represent significant opportunities for us, including the strengthening and greater diversification of our overall portfolio.

Acquisition of the Assets of The Designers Edge (“DE”)

On April 1, 2011, we acquired certain assets of DE, a leading designer and distributor of specialty lighting products in the U.S. and Canada, with 2010 sales in excess of $20.0 million. The total purchase price for the assets acquired, primarily trade receivables and merchandise inventories, was $10.9 million, subject to certain purchase price adjustments. The acquisition of DE’s assets significantly expands our market position across a wide range of lighting product categories, including industrial, work and utility, as well as products for security and landscape applications. We fully integrated the acquired assets of DE into our existing operations during the second quarter of 2011.

Acquisition of the Assets of First Capitol Wire and Cable (“FCWC”) and Continental Wire and Cable (“CWC”)

On April 29, 2011, we acquired certain assets of FCWC and CWC, both of which were privately-held entities based in York, Pennsylvania, with CWC being a 100%-owned subsidiary of FCWC. These two entities, which had annual combined sales in excess of $10.0 million, are leading manufacturers of industrial wire and cable products used across a number of commercial, utility and industrial end-markets. The total purchase price for the assets acquired, primarily merchandise inventories and production equipment, was $7.3 million, inclusive of working capital adjustments of $0.8 million. The acquisition of the assets of FCWC and CWC has allowed us to expand our capabilities, product offerings and capacity for producing a wide assortment of high-quality industrial cables. We fully integrated the assets of FCWC and CWC into our operations during the second quarter of 2011.

Acquisition of Technology Research Corporation (“TRC”)

On May 16, 2011, we completed the acquisition of 100% of the outstanding stock of TRC. For its fiscal year ended March 31, 2011, TRC had revenues of approximately $36.0 million and net income of $1.5 million. TRC

 

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is a recognized leader in providing cost effective engineered solutions for applications involving power management and control, intelligent battery systems technology and electrical safety products based on proven ground fault sensing and Fire Shield® technology. These products are designed, manufactured and distributed to the consumer, commercial and industrial markets worldwide. TRC also supplies power monitors and control equipment to the United States Military and its prime contractors. TRC was publicly traded on the NASDAQ prior to its acquisition by Coleman. We completed the TRC acquisition as the result of a successful public tender offer to acquire all outstanding shares of TRC. The total purchase price consideration for TRC was approximately $51.5 million, including the acquisition-date fair value of an approximate 4.8% interest already held by Coleman prior to the completion of the acquisition of TRC.

The Company believes TRC's commercial and consumer products segment broadens our current electrical products platform. In addition, TRC's battery, power storage, and power management systems represent new product lines for Coleman.

Purchase Accounting Related to the 2011 Acquisitions

The 2011 Acquisitions were accounted for under the purchase method of accounting. Accordingly, we have allocated the purchase price for each acquisition to the net assets acquired based on the related estimated fair values at each respective acquisition date. The expected long-term growth, increased market position and expected synergies to be generated from the 2011 Acquisitions are the primary factors which gave rise to acquisition prices for each of the 2011 Acquisitions which resulted in the recognition of goodwill.

Except as pertaining to DE, the purchase price allocations have been finalized. We are in the process of negotiating purchase price adjustments for the DE acquisition, which may result in a corresponding adjustment to the total DE purchase price as well as the value of assets acquired. Accordingly, the provisional measurement of accounts receivable, inventories, property, plant, and equipment, intangible assets, taxes, and goodwill are subject to change. Any change in the acquisition date fair value of the acquired net assets will change the amount of the purchase price allocated to goodwill.

2012 Outlook

Looking to 2012, we anticipate continued modest growth in demand. We believe our business should benefit from our expanded product line brought about both by our 2011 Acquisitions and the new products we have internally developed and brought to market over the past two years. Commodity prices and their impact on our business, however, remain a concern, as further significant fluctuations in copper prices and other raw material inputs such as petroleum-based compounds and transportation costs could impact our profitability. If general U.S. economic conditions improve further in 2012, we would expect to benefit given the diversity of our product offerings despite challenges which may persist in particular end-markets. We remain confident the Company is well positioned heading into 2012.

We have and intend to continue to pursue acquisition opportunities that have the potential to increase the size of our business operation or provide us with strategic advantages. The consummation of any acquisition, including those currently under consideration, may result in increased borrowing under our Revolving Credit Facility.

Consolidated Results of Operations

The 2011 Acquisitions are included in our consolidated results of operations beginning from each respective acquisition date. Accordingly, the consolidated statement of operations for the year ended December 31, 2011 includes nine months of operations for the assets acquired in connection with the DE acquisition, approximately eight months of operations for the assets acquired in connection with both the FCWC and CWC acquisitions, and approximately seven and a half months of operations related to the acquisition of TRC. The consolidated statement of operations for the year ended December 31, 2010 does not include the impact of the 2011 Acquisitions.

 

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In addition to net income determined in accordance with GAAP, we use certain non-GAAP measures in assessing our operating performance. These non-GAAP measures used by management include: (1) EBITDA, which we define as net income before interest, income taxes, depreciation and amortization expense (“EBITDA”), (2) Adjusted EBITDA, which is our measure of EBITDA adjusted to exclude the impact of certain specifically identified items (“Adjusted EBITDA”), and (3) Adjusted earnings per share, which we calculate as diluted earnings per share adjusted to exclude the estimated per share impact of the same specifically identified items used to calculate Adjusted EBITDA (“Adjusted EPS”). For the periods presented in this report, the specifically identified items include asset impairments, restructuring charges, the gain on available for sale securities recorded in the second quarter of 2011 relative to our investment in TRC at the date of acquisition, acquisition-related costs, the favorable impact of an insurance settlement received in 2011 for a 2005 inventory-related theft, the loss recorded in connection with the extinguishment of our 2012 Senior Notes in 2010, and share-based compensation expense.

We believe both EBITDA and Adjusted EBITDA serve as appropriate measures to be used in evaluating the performance of our business. We employ the use of these measures in the preparation of our annual operating budgets and in determining levels of operating and capital investments. We believe both EBITDA and Adjusted EBITDA allow us to readily view operating trends, perform analytical comparisons, determine key personnel bonuses, and identify strategies to improve operating performance. We also believe both EBITDA and Adjusted EBITDA are performance measures that provide investors, securities analysts and other interested parties a measure of operating results unaffected by differences in capital structures, business acquisitions, capital investment cycles and ages of related assets among otherwise comparable companies in our industry. However, the usefulness of both EBITDA and Adjusted EBITDA as performance measures are limited by the fact that they both exclude the impact of interest expense, depreciation and amortization expense, and taxes. We borrow money in order to finance our operations; therefore, interest expense is a necessary element of our costs and ability to generate revenue. Similarly, our use of capital assets makes depreciation and amortization expense a necessary element of our costs and ability to generate income. Since we are subject to state and federal income taxes, any measure that excludes tax expense has material limitations. Due to these limitations, we do not, and you should not, use either EBITDA or Adjusted EBITDA as the only measures of our performance. We also use, and recommend that you consider, net income in accordance with GAAP as a measure of our performance. Finally, other companies may define EBITDA and Adjusted EBITDA differently and, as a result, our measure of EBITDA and Adjusted EBITDA may not be directly comparable to EBITDA and Adjusted EBITDA measures of other companies.

Similarly, we believe our use of Adjusted EPS and Adjusted EBITDA provides an appropriate measure to use in assessing our performance across periods given that this measure provides an adjustment for certain significant items, the magnitude of which may vary significantly from period to period. However, we do not, and do not recommend that you, solely use Adjusted EPS to assess our financial and earnings performance. We also use, and recommend that you use, diluted earnings per share in addition to Adjusted EPS in assessing our earnings performance. Finally, other companies may define Adjusted EPS differently and, as a result, our measure of Adjusted EPS may not be directly comparable to Adjusted EPS measures of other companies.

The following tables, which reconcile our measure of Adjusted EPS to diluted earnings per share, and EBITDA and Adjusted EBITDA to net income, respectively, should be used along with the above statements of income for the periods presented, and the accompanying results of operations review.

 

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Diluted earnings per share, as determined in accordance with GAAP, to Adjusted EPS

 

     Year Ended December 31,  
         2011             2010      

Diluted earnings per share

   $ 0.99      $ 0.21   

Asset impairments(1)

     —          0.01   

Restructuring charges(2)

     0.07        0.07   

Loss on extinguishment of debt(3)

     —          0.31   

Gain on available for sale securities(4)

     (0.04     —     

Share-based compensation expense(5)

     0.11        0.09   

Acquisition-related costs(6)

     0.11        —     

Insurance-related settlement(7)

     (0.04     —     
  

 

 

   

 

 

 

Adjusted EPS

   $ 1.20      $ 0.69   
  

 

 

   

 

 

 

Net income, as determined in accordance with GAAP, to EBITDA and Adjusted EBITDA

 

     Year Ended December 31,  
           2011                 2010        
     (In thousands)  

Net income

   $ 17,441      $ 3,727   

Interest expense(a)

     28,092        27,436   

Income tax expense

     7,982        1,483   

Depreciation and amortization expense(a)

     19,103        17,954   
  

 

 

   

 

 

 

EBITDA

   $ 72,618      $ 50,600   
  

 

 

   

 

 

 

Asset impairments(1)

     —          324   

Restructuring charges(2)

     1,953        1,953   

Loss on extinguishment of debt(3)

     —          8,566   

Gain on available for sale securities(4)

     (753  

Share-based compensation expense(5)

     3,173        2,575   

Acquisition-related costs(6)

     2,821        —     

Insurance-related settlement(7)

     (1,250     —     
  

 

 

   

 

 

 

Adjusted EBITDA

   $ 78,562      $ 64,018   
  

 

 

   

 

 

 

 

(a) Depreciation and amortization expense shown in the above schedule excludes amortization of debt issuance costs, which are included as a component of interest expense.

The nature of each individual item set forth in the table above which has been excluded from diluted earnings per share and net income in order to arrive at our measures of Adjusted EPS and Adjusted EBITDA, respectively, for each of the periods presented is detailed in the analysis of operating results that follows.

Earnings and Performance Summary

We recorded net income of $17.4 million (or $0.99 per diluted share) in 2011, as compared to $3.7 million (or $0.21 per diluted share) for 2010. For 2011, we recorded EBITDA of $72.6 million as compared to EBITDA of $50.6 million in 2010. As set forth below, results for these periods were impacted by certain items, the magnitude of which may vary significantly from period to period and, thereby, have a disproportionate effect on the earnings reported for any given period. The income-statement review below contains further detail regarding each of these items.

 

(1) Asset impairments: We recorded $0.3 million ($0.2 million after tax, or $0.01 per diluted share) in non-cash asset impairments in 2010 related to properties held for sale.

 

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(2) Restructuring charges: Our results for 2011 and 2010 included $2.0 million ($1.2 million after tax or $0.07 per diluted share) and $2.0 million ($1.2 million after tax or $0.07 per diluted share), respectively, in restructuring charges. For 2011, these charges were primarily comprised of severance costs related to an announced realignment of our Canadian operations, including the planned elimination of certain support positions in our Toronto distribution center and headquarters, which we completed during the fourth quarter of 2011. As part of this realignment, at the end of the fourth quarter of 2011, we vacated our current Toronto-based distribution and headquarters facility, with a majority of our Canadian distribution being transitioned to our existing distribution facility in Wisconsin and a new, smaller Toronto-based distribution facility. Restructuring costs for 2011 also included lease termination and other holding costs related to facilities closed in prior years, consisting of one leased and one owned facility for which we continue to pay holding costs. In 2010, restructuring charges primarily relate to lease liabilities associated with certain leased facilities closed during 2008 which were acquired in 2007, as well as our two 2009 plant closures.

 

(3) Loss on extinguishment of debt: We refinanced our 2012 Senior Notes during the first quarter of 2010 by issuing $275.0 million in 2018 Senior Notes. We recorded a loss of $8.6 million ($5.2 million after tax, or $0.31 per diluted share) associated with this refinancing.

 

(4) Gain on available for sale securities: We held a 4.8% interest in TRC at the time we acquired TRC. The fair value of our 4.8% pre-existing interest at the merger date was included in the total purchase price for TRC. As a result, we recorded a non-taxable gain of $0.8 million ($0.8 million after tax, or $0.04 per diluted shares) in the second quarter of 2011, which represented the impact of re-measuring the fair value of the 4.8% equity interest in TRC we held before the business combination.

 

(5) Share-based compensation expense: Our results for 2011 and 2010 included share-based compensation expense of $3.2 million ($1.9 million after tax or $0.11 per diluted share) and $2.6 million ($1.6 million after tax or $0.09 per diluted share), respectively. Share-based compensation is excluded from our measures of Adjusted EBITDA and Adjusted EPS in order for such measures to more closely reflect a measure of underlying operating results given periodic fluctuations in the estimated fair value of a significant portion of the underlying share-based instruments.

 

(6) Acquisition-related costs: Our results for 2011 included acquisition-related costs of $2.8 million ($2.0 million after tax or $0.11 per diluted share). Acquisition-related costs include outside legal, consulting, and other fees, and direct expenses incurred in 2011 relative to the 2011 Acquisitions. These costs are excluded from our measures of Adjusted EBITDA and Adjusted EPS so that such measures may more closely reflect underlying operational results.

 

(7) Insurance-related settlement: In the fourth quarter of 2011, we received $1.3 million ($0.8 million after tax, or $0.04 per diluted share) in proceeds, in settlement of an insurance-related matter pertaining to an inventory theft that occurred in 2005 at a since closed facility.

Excluding the impact of the above-noted items, our results for 2011 as compared to 2010, primarily reflected the impact of improved market conditions which have resulted in increased demand levels, and the favorable impact of such increased demand on our profitability, primarily in the form of higher overall gross profit, as well as the benefits of our cost-reduction and capacity rationalization efforts over the past three years.

 

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The following table sets forth, for the years indicated, our consolidated statement of operations data in thousands of dollars and as a percentage of net sales.

 

     Year Ended December 31,     Period-over-Period Change  
     2011     2010     2011 vs. 2010  
     Amount     %     Amount     %     $ Change     % Change  
     (Thousands, except per share data)  

Distribution net sales

   $ 632,777        73.0   $ 525,274        74.6   $ 107,503        20.5

OEM net sales

     217,831        25.1        178,489        25.4        39,342        22.0   

Other net sales

     16,748        1.9        —          —          16,748        —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated net sales

     867,356        100.0        703,763        100.0        163,593        23.2   

Gross profit

     122,769        14.2        97,029        13.8        25,740        26.5   

Selling, general and administrative expenses

     61,107        7.0        46,944        6.7        14,163        30.2   

Intangible amortization expense

     7,025        0.8        6,826        1.0        199        2.9   

Asset impairments

     —          —          324        0.0        (324     —     

Restructuring charges

     1,953        0.2        1,953        0.3        0        0.0   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     52,684        6.1        40,982        5.8        11,702        28.6   

Interest expense

     28,092        3.2        27,436        3.9        656        2.4   

Gain on available for sale securities

     (753     (0.1     —          —          753        —     

Loss on extinguishment of debt

     —          —          8,566        1.2        (8,566     —     

Other income, net

     (78     (0.0     (230     (0.0     (152     (66.1
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

     25,423        2.9        5,210        0.7        20,213        388.0   

Income tax expense

     7,982        0.9        1,483        0.2        6,499        438.2   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 17,441        2.0      $ 3,727        0.5      $ 13,714        368.0   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Diluted income per share

   $ 0.99        $ 0.21         

Year Ended December 31, 2011 Compared with Year Ended December 31, 2010

Net sales

The increase in 2011, as compared to 2010, reflected the following factors:

 

   

Increased selling prices, partially due to increased copper prices, accounted for increased net sales of approximately $98.5 million. In particular, average COMEX copper prices increased by 16.6% in 2011 as compared to 2010;

 

   

Increased sales volumes (measured in total pounds shipped as set forth below), primarily due to overall market demand growth across a number of end markets, accounted for approximately $44.5 million; and,

 

   

The TRC acquisition, consummated in the second quarter of 2011, accounted for $20.6 million in increased net sales. Our 2010 results do not include TRC.

 

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The following table sets forth our sales volume by segment, measured in thousands of total pounds shipped, as well as average COMEX copper prices for the periods presented:

 

Total Sales Volume in Pounds(1)

   2011      2010      % Change  
     (Thousands, except dollar amounts)         

Distribution

     166,865         162,342         2.8

OEM

     81,575         73,037         11.7   

Other(1)

     —           —           —     
  

 

 

    

 

 

    

Consolidated

     248,440         235,379         5.5   
  

 

 

    

 

 

    

Average COMEX Copper(2)

        

High (month)

   $ 4.49 (Feb)       $ 4.17 (Dec)      

Low (month)

   $ 3.34 (Oct)       $ 2.94 (Jun)      

Average (year)

   $ 4.00       $ 3.43         16.6   

 

(1) Other does not currently track volume through total pounds shipped.

 

(2) Represents the price for one pound of copper on the COMEX for the periods indicated, with the high and low values representing the highest and lowest monthly average price for each annual period shown, respectfully.

We believe the total volume increases noted above are generally indicative of an overall improvement in market conditions, as we have experienced broad-based demand increases across most areas of our business, as well as incremental volume gained from new products. The higher degree of volume growth experienced in 2011 within our OEM segment reflects both an expansion of our OEM customer base and increased demand from existing customers, which we believe is a function of the relative strength of the industrial-related end markets served by our OEM segment as compared to the broader U.S. economy.

Gross profit

The vast majority of the increase in gross profit for 2011, as compared to 2010, was attributable to incremental gross profit generated from the above-noted sales increases. To a lesser degree, the increased gross profit reflects an improvement in our gross profit as a percentage of net sales (“gross profit rate”). For 2011, our gross profit rate improved by 0.4 percent (as a percentage of net sales), as compared to 2010. This improvement in our gross profit rate reflected, in part, the favorable impact of higher-margin products brought about by the TRC acquisition as well as customer acceptance of product price increases across a number of end markets during 2011 that outpaced increases in the related costs of such products.

Selling, general and administrative (“SG&A”) expense

The $14.2 million increase in SG&A expenses for 2011, as compared to 2010, included the impact of $9.5 million in expenses arising directly from the 2011 Acquisitions, primarily TRC, which accounted for approximately $5.8 million of the total, as well as $2.8 million of outside legal, consulting and other fees, and direct expenses incurred. We incurred no such acquisition-related costs in 2010. In addition, our 2011 SG&A expenses included the benefit of a $1.3 million cash settlement we received on an insurance related matter pertaining to an inventory theft that occurred in 2005, at a since closed facility. Excluding the net impact of these items, our SG&A expenses increased $6.0 million in 2011 as compared to 2010, and our SG&A expenses improved 0.6 percent as a percentage of net sales. This $6.0 million increase in SG&A was primarily due to increased commission expense of $1.3 million due to higher sales volumes, as well as increased payroll and related costs of $1.7 million, most notably in the form of increased discretionary incentive compensation recorded in 2011, as compared to 2010, given the improvement in our financial results between these two years. The remaining $3.0 million represents increases across a number of general expense areas, and the 0.6 percent improvement in our SG&A rate as a percentage of net sales reflected the favorable impact of increased expense leverage as our fixed costs were spread over a higher net sales base.

 

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Intangible amortization expense

The increase in intangible amortization for 2011, as compared to 2010, reflects the impact of amortization recorded in relation to the 2011 Acquisitions partially offset by lower amortization expense recorded in relation to acquisitions made in prior years. Amortization expense relative to intangible assets reflects the fact that such assets are generally amortized using an accelerated amortization method, which reflects our estimate of the pattern in which the economic benefit derived from such assets is to be consumed and, accordingly, results in lower amortization in periods further removed from the period of initial recognition.

Restructuring charges

We recorded $2.0 million in restructuring costs in 2011, including most notably, $0.9 million of severance costs related to the realignment of our Toronto distribution facility. As part of this realignment, at the end of the fourth quarter of 2011, we vacated our current Toronto-based distribution and headquarters facility, with a majority of our Canadian distribution being transitioned to our existing distribution facility in Wisconsin and a new, smaller Toronto-based distribution facility. Restructuring costs also included lease termination and other holding costs related to facilities closed in prior years, currently consisting of one leased and one owned facility for which we continue to pay holding costs. In 2010, we incurred $2.0 million in restructuring costs, primarily comprised of holding costs associated with facilities closed throughout 2008 and 2009. We do not currently have any significant restructuring initiatives planned for 2012. Accordingly, we anticipate incurring between $0.5 million and $1.0 million in restructuring costs in 2012 related to existing closed facilities, without giving effect to our successfully negotiating any potential sales, alterations, to or additional subleases, or lease buy-outs in relation to one or more of these properties. However, it should be noted that management regularly assesses the Company’s cost structure and is also continually adjusting plans and production schedules in light of sales trends, the macro-economic environment and other demand indicators, and the possibility exists that we may determine further plant closings, restructurings and workforce reductions are necessary, some of which may be significant.

Operating Income

The following table sets forth operating income by segment, in thousands of dollars and segment operating income as a percentage of segment net sales.

 

     Year Ended December 31,     Year-over-Year Change  
     2011     2010     2011 vs. 2010  
     Amount     % Net
Sales
    Amount     % Net
Sales
    $ Change     % Change  
     (Thousands)  

Operating Income:

            

Distribution

   $ 60,885        9.6   $ 47,834        9.1   $ 13,051        27.3

OEM

     15,526        7.1        13,089        7.3     2,437        18.6   

Other

     (820     (4.9     —          —          (820     —     
  

 

 

     

 

 

     

 

 

   

Corporate

     (22,907       (19,941      
  

 

 

     

 

 

       

Consolidated operating income

   $ 52,684        6.1   $ 40,982        5.8   $ 11,702        28.6   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment operating income represents income from continuing operations before interest income or expense, other income or expense, and income taxes. Corporate consists of items not charged or allocated to the segments, including costs for employee relocation, discretionary bonuses, professional fees, restructuring expenses, asset impairments, share-based compensation expense, and intangible amortization. Our Distribution, OEM, and Other segments have common production processes, and manufacturing and distribution capacity. Accordingly, we do not identify net assets to our segments. Depreciation expense is not allocated to segments, but is included in manufacturing overhead cost pools and is absorbed into product cost (and inventory) as each product passes through our numerous manufacturing work centers. Accordingly, as products are sold across our segments, it is impracticable to determine the amount of depreciation expense included in the operating results of each segment.

 

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Distribution operating income improvement for 2011, as compared to 2010, primarily reflected the favorable gross profit impact of the above-noted increased sales and volume in 2011. The operating income rate improvement primarily reflects increased fixed-cost leverage, as such costs were spread over a higher overall net sales base for 2011.

OEM operating income improvement for 2011, as compared to 2010, primarily reflected the favorable gross profit impact of the above-noted increased sales and volume in 2011. The decrease in operating income rate reflects the fixed margin nature of the majority of our OEM business in which higher copper prices inherently lower the realized gross margin percentage.

Our Other reporting segment recorded an operating loss of $0.8 million for the approximate seven and a half month period from their acquisition through the 2011 year end, which is primarily reflective of the impact of purchase accounting in the form of a step-up in acquired inventory value of $1.0 million, and to a lesser degree SG&A expenses which have been absorbed over a lower than expected sales base.

Interest expense

We incurred increased interest expense due to higher average outstanding borrowings for 2011 compared 2010.

Loss on extinguishment of debt

We recorded an $8.6 million loss in 2010 resulting from our issuance of $275.0 million in 2018 Senior Notes and the corresponding extinguishment of our outstanding 2012 Senior Notes.

Gain on available for sale securities

In the second quarter of 2011, prior to the acquisition of TRC, the Company owned 0.3 million shares of TRC common stock worth $7.20 per share as a result of the agreed upon purchase price. In accordance with relevant accounting guidance, the fair value of the previously owned investment was included in the total purchase price. As a result of the acquisition of TRC, we recognized a gain of $0.8 million on the difference between our cost basis and the fair value at the acquisition date.

Other income (loss), net

In 2011, we recorded a loss of $0.3 million as compared to a gain of $0.2 million in 2010, primarily reflecting the impact of exchange rate changes on our Canadian subsidiary. Additionally, in 2011, as part of the TRC acquisition, we assumed a contingent liability of TRC related to an acquisition made by TRC in March 2010. Included in the preliminary purchase price allocation for TRC, was an accrual of $0.4 million, which represented our best estimate of TRC’s obligation under the terms of this earn-out at the time of our acquisition of TRC. Subsequently, during the fourth quarter of 2011, we determined that it was no longer probable the amount of consideration relative to this earn-out provision would be paid. Accordingly, we reversed the entire amount of the earn-out liability established at the time of the acquisition of TRC, $0.4 million, with a corresponding offset recorded within other income.

Asset impairment

In 2010, we recorded a total of $0.3 million in asset impairments in 2010 for write-downs associated with properties being held for sale.

Income tax expense (benefit)

The increase in our tax rate for 2011 to 31.4%, as compared to 28.5% for 2010, is primarily attributable to changes in the relative jurisdictional mix of income from continuing operations before taxes as well as transaction costs from the 2011 Acquisitions that were capitalized for tax purposes and that affected the 2011 rate and which were not applicable in 2010.

 

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The following is a reconciliation for the periods indicated of cash flow from operating activities, as determined in accordance with GAAP, to EBITDA.

 

     Year Ended December 31,  
           2011               2010        
     (In thousands)  

Net cash flow from operating activities

   $ 24,936      $ 7,084   

Interest expense

     28,092        27,436   

Income tax expense

     7,982        1,483   

Excess tax benefits from stock-based compensation

     512        —     

Deferred taxes

     (1,556     914   

Loss on disposals of fixed assets

     (250     (608

Share-based compensation expense

     (3,173     (2,575

Loss on extinguishment of debt

     —          (8,566

Gain on available for sale securities

     753        —     

Asset impairments

     —          (324

Foreign currency transaction (loss) gain

     (300     230   

Amortization of debt issuance costs(a)

     (1,972     (2,123

Changes in operating assets and liabilities

     17,594        27,649   
  

 

 

   

 

 

 

EBITDA

   $ 72,618      $ 50,600   
  

 

 

   

 

 

 

 

(a) Amortization of debt issuance costs are included within depreciation and amortization for cash flow presentation, and are included as a component of interest expense for income statement presentation.

Net Sales by Groups of Products

Net sales across our four major product lines were as follows:

 

     Year Ended December 31,  

Net Sales by Groups of Products

         2011                  2010        
     (In thousands)  

Industrial Wire and Cable

   $ 412,248       $ 328,405   

Assembled Wire and Cable Products

     237,716         196,523   

Electronic Wire

     177,817         154,825   

Fabricated Bare Wire

     39,575         24,010   
  

 

 

    

 

 

 

Total

   $ 867,356       $ 703,763   
  

 

 

    

 

 

 

As noted previously, we are organized internally according to the customers we serve, which is reflected in the structure of our reportable segments: OEM, Distribution, and Other. Therefore, we do not focus internally on the operating performance or profitability of our business by product grouping. In relation to the data presented above, however, we note that all product categories experienced net sales increases in 2011 as compared to 2010, primarily reflective of improved overall market conditions and increased copper prices. As noted above, the price of copper on the COMEX, which averaged $4.00 for 2011, increased 16.6% from 2010. The increase in net sales within the Industrial Wire and Cable product grouping in part reflected both an increase in demand for new products in 2011 and strong market demand improvement in this area as industrial output in the U.S. increased from 2010 levels. Assembled Wire and Cable Products benefited from underlying volume growth due to the TRC acquisition. While we do not have visibility to the specific end markets into which our products are ultimately sold, based on the nature of, and general applications for such products, we believe the relatively lower level of growth within the Electronic Wire grouping is reflective of the fact that a portion of the products within this category, such as thermostat and irrigation wire, are used in residential and commercial construction, which have not returned to pre-recessionary volume levels. Conversely, the relatively higher level of growth in net sales recorded within Fabricated Bare Wire reflects the improved volume as well as the copper component of such products.

 

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Liquidity and Capital Resources

Debt

Our outstanding debt (including capital lease obligations) was as follows:

 

     As of December 31,  
     2011      2010  
     (In thousands)  

Revolving Credit Facility expiring October 1, 2016

   $ 30,000       $ —     

Senior Notes due February 15, 2018

     272,265         271,815   

Capital lease obligations

     836         12   
  

 

 

    

 

 

 

Total debt

   $ 303,101       $ 271,827   
  

 

 

    

 

 

 

As of December 31, 2011, we had $9.7 million in cash and cash equivalents, as compared to $33.5 million as of December 31, 2010. We also had approximately $120.3 million in remaining excess availability under our Revolving Credit Facility at December 31, 2011.

Revolving Credit Facility

On August 4, 2011, we entered into a new $250.0 million, five-year revolving credit facility agreement with an accordion feature that allows us to increase our borrowings by an additional $50.0 million (the “Revolving Credit Facility”). The Revolving Credit Facility replaced a $200 million revolving credit facility which was scheduled to expire in April of 2012. The Revolving Credit Facility, which expires on October 1, 2016, is an asset-based loan facility, with a $20.0 million Canadian facility sublimit, and which is secured by substantially all of our assets, as further detailed below. We incurred $1.5 million in fees and direct costs related to negotiating the Revolving Credit Facility. These respective fees will be amortized over the life of the revolver.

The interest rate charged on borrowings under the Revolving Credit Facility is based on our election of either the base rate (greater of federal funds rate plus 0.5% and the lender’s prime rate) plus a range of 0.25% to 0.75% or the Eurodollar rate plus a range of 1.50% to 2.00%, in each case based on quarterly average excess availability under the Revolving Credit Facility. In addition, we pay an unused line fee of between 0.25% and 0.50% based on quarterly average excess availability pursuant to the terms of the Revolving Credit Facility.

Pursuant to the terms of the Revolving Credit Facility, we are required to maintain a fixed charge covenant ratio of not less than 1.0 to 1.0 for any month during which our excess availability under the Revolving Credit Facility falls below $30.0 million. Borrowing availability under the Revolving Credit Facility is limited to the lesser of (1) $250.0 million or (2) the sum of 85% of eligible accounts receivable, 70% of eligible inventory, with a maximum amount of borrowing-base availability which may be generated from inventory of $150.0 million for the U.S. portion and $12.0 million Canadian for the Canadian portion, and an advance rate to be 75% of certain appraised real estate and 85% of certain appraised equipment and capped at $62.5 million, with a $15.0 million sublimit for letters of credit. Our current availability does not include additional availability that may be generated by adding real estate and certain equipment to the borrowing base.

The Revolving Credit Facility is guaranteed by CCI International, Inc. (“CCI International”), TRC (excluding TRC’s 100%-owned foreign subsidiary, TRC Honduras, S.A. de C.V.) and Patco Electronics (“Patco”), each of which are 100%-owned domestic subsidiaries, and is secured by substantially all of our assets and the assets of each of CCI International, TRC and Patco, including accounts receivable, inventory and any other tangible and intangible assets (including real estate, machinery and equipment and intellectual property) as well as by a pledge of all the capital stock of CCI International, TRC and Patco and 65% of the capital stock of our Canadian foreign subsidiary, but not our Chinese 100%-owned entity.

 

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The Revolving Credit Facility creates greater flexibility than our previous revolving credit facility in many respects, including, without limitation, as to the representations and warranties and event of default triggers contained therein, as well as the financial covenants and the covenants that restrict our ability to pay dividends or distributions, permit liens on property, make investments, provide guarantees, enter into merger, acquisitions or consolidations, conduct asset sales, enter into leases or sale and leaseback transactions and enter into transactions with affiliates. In particular, pursuant to the Revolving Credit Facility: (i) we are no longer required to maintain a minimum of $10.0 million in excess availability at all times (ii) our general permitted indebtedness basket has been increased from $10.0 million to $25.0 million and (iii) we are now able to dispose of up to 15% of our consolidated assets in any fiscal year so long as we maintain (a) excess availability of the greater of $40.0 million and 15% of the commitments under the Revolving Credit Facility and (b) a fixed charge coverage ratio of at least 1.0 to 1.0. In addition, both the excess availability and fixed charge coverage tests that limit our ability to enter into acquisitions, make investments, repurchase the Senior Notes and pay dividends have been reduced under the Revolving Credit Facility from those set forth in the previous Revolving Credit Facility. We maintained greater than $40.0 million of monthly excess availability throughout 2011.

As of December 31, 2011, we were in compliance with all of the covenants of our Revolving Credit Facility.

9% Senior Notes due 2018 (“Senior Notes”)

Our Senior Notes mature on February 15, 2018 and have an aggregate principal amount of $275.0 million and a 9% coupon rate. Interest payments are due on February 15th and August 15th. As of December 31, 2011, we were in compliance with all of the covenants of our Senior Notes. Our Senior Notes were issued at a discount in 2010, resulting in proceeds of less than par value. This discount is being amortized to par value over the remaining life of the Senior Notes.

The Indenture relating to our Senior Notes contains customary covenants that limit us and our restricted subsidiaries 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 transaction with affiliates. Additionally, all our domestic restricted subsidiaries that guarantee the Revolving Credit Facility are required under the Indenture to guarantee our obligations under the Senior Notes. Following our entry into the new Revolving Credit Facility, TRC and Patco became subsidiary guarantors of the Senior Notes.

Current and Future Liquidity

In general, we require cash for working capital, capital expenditures, debt repayment and interest. Our working capital requirements tend to increase when we experience significant increased demand for products or significant copper price increases. Accordingly, we may be required to borrow against our Revolving Credit Facility in the future upon the occurrence of various events, including increases in the price of copper, which increase our working capital requirements. Our management assesses the future cash needs of our business by considering a number of factors, including: (1) earnings and cash flow performance, (2) future working capital needs, (3) current and projected debt service expenses, and (4) planned capital expenditures.

Recently we have had to rely on borrowings from the Revolver due to higher working capital requirements, driven mainly by higher average copper prices, acquisitions, and acquisition-related costs. We believe that our operating cash flows and borrowing capacity under the Revolving Credit Facility will be sufficient to fund our operations, meet our debt service requirements and fund our planned capital expenditures and strategic acquisitions for the foreseeable future. As of December 31, 2011, we had $30.0 million in outstanding borrowings against our Revolving Credit Facility and a corresponding $120.3 million in excess availability under the Revolving Credit Facility, and $9.7 million in cash and cash equivalents. As December 31, 2011, we had $3.4 million and $1.5 million of cash and cash equivalents held by our Canadian and Honduran subsidiaries, respectively.

 

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If we experience a deficiency in earnings compared to our fixed charges in the future, we would need to fund the fixed charges through a combination of cash flows from operations and borrowings under the Revolving Credit Facility. If cash flows generated from our operations, together with borrowings under our Revolving Credit Facility, are not sufficient to fund our operations, meet our debt service requirements and fund our planned capital expenditures, and we need to seek additional sources of capital, the limitations on our ability to incur debt contained in the Revolving Credit Facility and the Indenture relating to our 2018 Senior Notes could prevent us from securing additional capital through the issuance of debt. In that case, we would need to secure additional capital through other means, such as the issuance of equity. In addition, we may not be able to obtain additional debt or equity financing on terms acceptable to us, or at all. If we were not able to secure additional capital, we could be required to delay or forego capital spending or other corporate initiatives, such as the development of products, or acquisition opportunities.

Our Revolving Credit Facility permits us to redeem, retire or repurchase our Senior Notes subject to certain limitations. We may repurchase the Senior Notes in the future, but whether we do so will depend on a number of factors and there can be no assurance that we will repurchase any amounts of our Senior Notes.

In August 2011, our board of directors authorized a two-year stock repurchase plan pursuant to which up to 0.5 million shares of the Company’s common stock are authorized to be purchased in open market or privately negotiated transactions. In 2011, we repurchased 0.3 million shares under the repurchase program. We may repurchase our common shares in the future but whether we do so will depend on a number of factors and there can be no assurance that we will repurchase any amounts of our common shares.

Cash Flow Summary

A summary of our cash flows for 2011 and 2010 was as follows:

 

     Year Ended
December 31,
 
     2011     2010  
     (In thousands)  

Net Income

   $ 17,441      $ 3,727   

Non-cash items

     25,089        31,006   

Changes in working capital assets and liabilities

     (17,594     (27,649
  

 

 

   

 

 

 

Net cash from operating activities

     24,936        7,084   

Net cash used in investing activities

     (74,245     (5,066

Net cash from financing activities

     26,291        23,302   

Effects of exchange rate changes on cash and cash equivalents

     (690     535   
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     (23,708     25,855   

Cash and equivalents at beginning of year

     33,454        7,599   
  

 

 

   

 

 

 

Cash and equivalents at end of year

   $ 9,746      $ 33,454   
  

 

 

   

 

 

 

Operating activities

Net cash provided by operating activities was $24.9 million and $7.1 million for 2011 and 2010, respectively. The $17.8 million increase in cash provided by operating activities for 2011 as compared to 2010 was largely the result of improved working capital management. In 2011, working capital requirements required cash of $17.6 million, as compared to $27.6 million in 2010. Our December 31, 2011 receivable balance was $120.6 million, an 8.8% increase as compared to $110.8 million at December 31, 2010, resulting mainly from increased sales in the fourth quarter of 2011, as compared to the fourth quarter of 2010. This sales increase was reflective of increased demand levels manifested in higher volumes. Accounts receivable resulted in a use of cash of $3.5 million in 2011, as compared to $24.7 million in 2010, an improvement of $21.2 million, as a result of improving our days sales outstanding in 2011, as compared to 2010. Our December 31, 2011 inventory balance increased

 

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34.0% from December 31, 2010, largely due to inventory requirements related to our 2011 Acquisitions. As a result, higher average inventory balances resulted in the use of $13.9 million in 2011, a $1.0 million improvement from 2010. The use of inventory in 2011 also resulted from the placement of inventory resulting from our new acquisitions, and accounted for $17.3 million of total inventory at the conclusion of 2011. The use of cash for accounts receivable and inventory was offset by proceeds of cash from accounts payable and accrued liabilities, resulting in $5.1 million, as a function of increased payables and accruals brought about by the above-noted increased inventory levels over the same time period.

Investing activities

Net cash used in investing activities for 2011 was $74.2 million, primarily due to the 2011 Acquisitions, as discussed above. During 2011, we purchased no investments, as compared to $1.6 million in investments during 2010. During 2011, we spent $15.0 million in capital expenditures, as compared to $6.4 million in 2010, with the increase in capital spending reflecting opportunities to selectively add manufacturing capacity and capabilities, as well as reduce costs. We expect our 2012 capital expenditures to total between $20.0 million and $25.0 million, with the expected increase over 2011 capital expenditures coming primarily from a number of individual projects planned across our major manufacturing plants designed to improve our manufacturing efficiencies, lower our costs and expand our manufacturing capacity and capabilities.

Financing activities

Net cash provided by financing activities was $26.3 million in 2011, as compared to $23.3 million in cash for financing activities in 2010. During 2011 a net $30.0 million was provided by borrowing against the Revolving Credit Facility, primarily to fund the 2011 Acquisitions, as well as $2.8 million used to repurchase 0.3 million shares of the Company’s common stock pursuant to the above noted share repurchase program announced in 2011. During 2010, $23.3 million was provided by financing activities, due primarily to the refinancing of our Senior Notes during the first quarter of 2010.

Seasonality

We have experienced, and expect to continue to experience, certain seasonal trends in our net sales and cash flow. We generally require increased levels of cash during the second and third quarters of the year to build inventories in anticipation of higher demand during the late fall and early winter months. In general, the trade receivables generated from these periods of relatively higher sales is subsequently collected during the late fourth and early first quarter of each year.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. While our significant accounting policies are described in more detail in the notes to our consolidated financial statements included elsewhere in this report, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our financial statements.

Revenue Recognition

We recognize sales of our products when the products are shipped to customers and title passes to the customer in accordance with the terms of sale. We provide incentive allowances to our customers, with the amount of such

 

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promotional allowances being tied primarily to the particular customer’s level of purchasing activity during a specified time period or periods. We record an accrual for such promotional allowances and reflect the expenses as a reduction of our net sales when we determine that it is probable the allowances will be earned by the customer and the amount of the allowances can be reasonably estimated. We base our accruals primarily on sales activity and our historical experience with each customer.

Allowance for Uncollectible Accounts

We record an allowance for uncollectible accounts to reflect management’s best estimate of losses inherent in our receivables as of the balance sheet date given the facts available to us at the time the allowance is recorded. Establishing this allowance involves considerable judgment. In calculating the necessary allowance for uncollectible accounts, we perform ongoing credit evaluations of our customers. We consider both the current financial condition of individual customers and historical write-off patterns in establishing our allowance. When we become aware that, due to deterioration of their financial condition or for some other reason, a particular customer is unable or unwilling to pay an amount owed to us, we record a specific allowance for receivables related to that customer to reflect our best estimate of the realizability of amounts owed. Actual future collections of receivables could differ significantly from our estimates as a function of future, unforeseen changes in general, industry and specific customers’ financial conditions. In addition, we reserve for customer credits and discounts expected to be issued relative to our accounts receivable balance. These reserves are intended to reflect an estimate of future credits and discounts that are probable of issuance in relation to the existing accounts receivable balance, and these estimates are based on historical experience.

Inventories

Inventories include material, labor and overhead costs and are recorded at the lower of cost or market using the first-in first-out (“FIFO”) method. In applying FIFO, we evaluate the realizability of our inventory on a product-by-product basis. In circumstances where inventory levels are in excess of anticipated market demand, where inventory is deemed technologically obsolete or not saleable due to its condition or where the inventory cost for an item exceeds its net realizable value, we record a charge to cost of goods sold and reduce the inventory to its net realizable value. Copper constitutes our primary inventory component.

Plant and Equipment and other Long-Lived Assets

Plant and equipment are carried at cost and are depreciated over their estimated useful lives, ranging from three to twenty years, using principally the straight-line method for financial reporting purposes and accelerated methods for tax reporting purposes. Our other long-lived assets consist primarily of customer-related intangible assets recorded in connection with acquisitions occurring in 2007. These intangible assets are amortized over their estimated useful lives using an accelerated amortization methodology which reflects our estimate of the pattern in which the economic benefit derived from such assets is to be consumed. The carrying value of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation period or the carrying value is warranted. When events and circumstances indicate that our long-lived assets should be reviewed for possible impairment, we test for the existence of impairment by developing and utilizing projections of future cash flows expected to be generated from the use and eventual disposition of the assets or asset groups in question. Our asset groups reflect the shared nature of our facilities and manufacturing capacity. Expected cash flows are projected on an undiscounted basis over the remaining life of the assets or asset groups in question to determine whether such cash flows are expected to exceed the recorded carrying amount of the assets involved. If we identify the existence of impairment as a result of this test, we determine the amount of the impairment loss by the extent to which the carrying value of the impaired assets exceed their fair values as determined by valuation techniques including, as appropriate, the use of discounted cash flows to measure estimated fair value.

The long-lived asset impairment test uses significant assumptions, estimates and judgments, and is subject to inherent uncertainties and subjectivity. Estimating projected cash flows associated with our asset groups involves

 

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the use of significant assumptions, estimates and judgments with respect to numerous factors, including future sales, gross profit, selling, general and administrative expense rates, and cash flows. The use of different assumptions, estimates or judgments, such as the estimated future undiscounted cash flows, could significantly increase or decrease the related impairment test results.

Goodwill and Other Intangible Assets

Under goodwill accounting rules, we are required to assess goodwill for impairment annually, or more frequently if events or circumstances indicate impairment may have occurred. The analysis of potential impairment of goodwill employs a two-step process. The first step involves the estimation of fair value of our reporting units. If step one indicates that impairment of goodwill potentially exists, the second step is performed to measure the amount of impairment, if any. Goodwill impairment exists when the estimated implied fair value of goodwill is less than its carrying value.

We performed our annual goodwill impairment test as of December 31, 2011, with no indication of potential impairment. Our test indicated that the estimated fair value of each reporting unit with recorded goodwill as of December 31, 2011 was significantly in excess of its related carrying value, with no such reporting unit having an excess of fair value less than 20% of its carrying value. Our reporting unit with the least excess is our TRC Military reporting unit within our Other reportable segment, and reported an excess of 22.9%. As stated below, 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. However, as of the December 31, 2011 annual impairment test date, the above-noted conclusion, that no indication of goodwill impairment existed as of the test date, would not have changed had the test been conducted assuming: 1) a 15% decrease in the aggregate estimated undiscounted cash flows of our reporting units (without any change in the discount rate), 2) a 300 basis point increase in the discount rate used to discount the aggregate estimated cash flows of our reporting units to their net present value in determining their estimated fair values (without any change in the aggregate estimated cash flows of our reporting units), or 3) 1.0% decrease in the estimated sales growth rate without a change in the discount rate of each reporting unit.

Goodwill impairment charges may be recognized in future periods to the extent changes in factors or circumstances occur, including deterioration in the macro-economic environment or in the equity markets, including the market value of our common shares, deterioration in our performance or our future projections, or changes in our plans for one or more reporting units.

The goodwill impairment testing process involves the use of significant assumptions, estimates and judgments, and is subject to inherent uncertainties and subjectivity. Estimating a reporting unit’s projected cash flows involves the use of significant assumptions, estimates and judgments with respect to 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 estimates are then discounted, which necessitates the selection of an appropriate discount rate. The discount rates used reflect market-based estimates of the risks associated with the projected cash flows of the reporting unit.

We test the carrying amount of our finite-lived intangible assets for recoverability whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This assessment employs a two-step approach. The first step is used to determine if a potential impairment exists while the second step measures the associated impairment loss (if any). An impairment loss is recognized if, in performing the impairment review, it is determined that the carrying amount of an asset or asset group exceeds the estimated undiscounted future cash flows expected to result from the use of the asset or asset group and its eventual disposition. The asset groups tested under our impairment tests reflect the shared nature of our facilities and manufacturing capacity. The second step of the impairment tests involves measuring the amount of the impairment loss to be recorded. The amount of the impairment loss recorded is equal to the excess of the asset or asset group’s carrying value over its fair value. For 2010 and 2011, no asset impairments were identified relative

 

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to either our long-lived property, plant and equipment or our finite-lived intangible assets, other than among assets held for sale.

The long-lived asset impairment test uses significant assumptions, estimates and judgments, and is subject to inherent uncertainties and subjectivity. Estimating projected cash flows associated with our asset groups involved the use of significant assumptions, estimates and judgments with respect to numerous factors, including future sales, gross profit, selling, general and administrative expense rates, discount rates and cash flows.

Income Taxes

We use the asset and liability approach in accounting for income taxes. Under this approach, deferred tax assets and liabilities are determined based on temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates. A provision for income tax expense is recognized for income taxes payable for the current period, plus the net changes in deferred tax amounts adjusted for other comprehensive income. We periodically assess the realizability of deferred tax assets and the adequacy of deferred tax liabilities, including the results of local, state or federal tax audits.

New Accounting Pronouncements

Accounting Standards Update No. 2011-11 — “Balance Sheet (Topic 210) (“ASU No. 2011-11”)

ASU No. 2011-11 amends existing guidance by requiring an entity to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position. This scope would include derivatives, sale and repurchase agreements and reverse sale and repurchase agreements, and securities borrowing and securities lending arrangements. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of International Financial Reporting Standards (“IFRS”). ASU No. 2011-11 is effective for fiscal years, and interim periods within those years, beginning after January 1, 2013, with early adoption permitted. ASU 2011-11 will not impact the Company’s results of operations, financial position, and cash flows.

Accounting Standards Update No. 2010-28 — “Intangibles — Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU No. 2010-28”)

ASU No. 2010-28 affects all entities that have recognized goodwill and have one or more reporting units whose carrying amount for purposes of performing Step 1 of the goodwill impairment test is zero or negative. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The accounting update was effective for a reporting entity’s first annual reporting period that begins after December 2010, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. This update, which was effective for the first quarter of 2011, did not have a significant impact on the Company’s results of operations, financial position and cash flows.

Accounting Standards Update No. 2010-29 — “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations” (“ASU No. 2010-29”)

ASU No. 2010-29 amends existing guidance for presenting pro forma results of business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity

 

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should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The accounting update was effective for a reporting entity’s business combinations occurring beginning on or after the entity’s first annual reporting period after December 15, 2010. The Company has applied the provisions of this update for all material business combinations that occurred after January 1, 2011.

Accounting Standards Update No. 2011-04 — “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU No. 2011-04”)

ASU No. 2011-04 generally provides a uniform framework for fair value measurements and related disclosures between GAAP and IFRS. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will be effective for interim and annual periods beginning on or after December 15, 2011. The Company is currently evaluating the impact ASU 2011-04 will have on its financial statements but does not expect it to have a material impact on the Company’s results of operations, financial position and cash flows.

Accounting Standards Update No. 2011-05 — “Comprehensive Income (Topic 220): Presentation of Comprehensive Income” (“ASU No. 2011-05”)

ASU No. 2011-05 amends existing guidance by allowing only two options for presenting the components of net income and other comprehensive income: (1) in a single continuous financial statement, statement of comprehensive income or (2) in two separate but consecutive financial statements, consisting of an income statement followed by a separate statement of other comprehensive income. Also, items that are reclassified from other comprehensive income to net income must be presented on the face of the financial statements. ASU No. 2011-05 requires retrospective application, and it is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, with early adoption permitted. The Company believes the adoption of this update will change the order in which certain financial statements are presented and provide additional detail on those financial statements when applicable, but will not have any other impact on its financial statements or results of operations. The Company plans to adopt this standard during the interim period ended March 31, 2012.

Accounting Standards Update No. 2011-08, Intangibles — Goodwill and Other (Topic 350): Testing Goodwill for Impairment (“ASU No. 2011-08”)

ASU No. 2011-08 amends existing guidance by permitting an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in ASC 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. ASU No. 2011-08 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance but does not expect it to have a material impact on the Company’s results of operations, financial position and cash flows.

 

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Accounting Standards Update No. 2011-12 — ”Comprehensive Income (Topic 220): Presentation of Comprehensive Income (“ASU No. 2011-12”)

ASU No. 2011-12 amends existing guidance by deferring only those changes in ASU No. 2011-05 that relate to the presentation of reclassification adjustments. The amendment was made to allow FASB time to redeliberate whether to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. During this time, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect prior to ASU No. 2011-05. All other requirements in ASU No. 2011-05 are not affected by this update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. The Company plans to adopt the portion of ASU No. 2011-05 that has not been deferred, at the beginning of the interim period ended March 31, 2012. This update will only affect the presentation of the Company’s financial statements.

 

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk

As a smaller reporting company, we are not required to provide the information required by this item.

 

ITEM 8. Financial Statements and Supplementary Data

Our consolidated financial statements, including the Notes thereto, and other information are included in this report beginning on page F-1.

 

ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

 

ITEM 9A. Controls and Procedures

Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(b) and 15d-15(e)), as of December 31, 2011. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such item is defined in the Exchange Act Rules 13a-15(f) and 15d-15(f). In connection with the preparation of this Annual Report on Form 10-K, as of December 31, 2011, the Company conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As a result of this process, management concluded that internal control over financial reporting was effective as of December 31, 2011.

Attestation Report of the Registered Public Accounting Firm

The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report on the Company’s internal control over financial reporting and their report is set forth in Item 15 – Exhibits, Financial Statement Schedules and incorporated by reference herein.

 

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Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(d) and 15d-15(f) during the quarter ended December 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART III

 

ITEM 10. Directors, Executive Officers and Corporate Governance

The information required by this item will be included in the definitive proxy statement for the 2012 Annual Meeting of Stockholders to be held on May 1, 2012 and is incorporated herein by reference. If such proxy statement is not filed with the SEC within 120 after the close of the fiscal year covered by this Form 10-K, an amendment to this Form 10-K shall be filed not later than the end of such 120-day period.

 

ITEM 11. Executive Compensation

The information required by this item will be included in the definitive proxy statement for the 2012 Annual Meeting of Stockholders to be held on May 1, 2012 and is incorporated herein by reference. If such proxy statement is not filed with the SEC within 120 after the close of the fiscal year covered by this Form 10-K, an amendment to this Form 10-K shall be filed not later than the end of such 120-day period.

 

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item will be included in the definitive proxy statement for the 2012 Annual Meeting of Stockholders to be held on May 1, 2012 and is incorporated herein by reference. If such proxy statement is not filed with the SEC within 120 after the close of the fiscal year covered by this Form 10-K, an amendment to this Form 10-K shall be filed not later than the end of such 120-day period.

 

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this item will be included in the definitive proxy statement for the 2012 Annual Meeting of Stockholders to be held on May 1, 2012 and is incorporated herein by reference. If such proxy statement is not filed with the SEC within 120 after the close of the fiscal year covered by this Form 10-K, an amendment to this Form 10-K shall be filed not later than the end of such 120-day period.

 

ITEM 14. Principal Accountant Fees and Services

The information required by this item will be included in the definitive proxy statement for the 2012 Annual Meeting of Stockholders to be held on May 1, 2012 and is incorporated herein by reference. If such proxy statement is not filed with the SEC within 120 after the close of the fiscal year covered by this Form 10-K, an amendment to this Form 10-K shall be filed not later than the end of such 120-day period.

 

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PART IV

 

ITEM 15. Exhibits, Financial Statement Schedules

(1) Financial Statements

Reference is made to the Index to Consolidated Financial Statements appearing in Item 8, which is incorporated herein by reference.

(2) Financial Statement Schedules

None.

(3) Exhibits

See index to exhibits.

 

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Coleman Cable, Inc. and Subsidiaries

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2011

 

Report of Independent Registered Public Accounting Firm — Deloitte & Touche LLP

     F-2   

Consolidated Statements of Income for the Years Ended December 31, 2011 and 2010

     F-3   

Consolidated Balance Sheets as of December 31, 2011 and 2010

     F-4   

Consolidated Statements of Cash Flows for the Years Ended December 31, 2011 and 2010

     F-5   

Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December  31, 2011 and 2010

     F-6   

Notes to Consolidated Financial Statements

     F-7   

All Schedules are omitted because they are not applicable, not required or because the required information is included in the Consolidated Financial Statements or Notes thereto.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Coleman Cable, Inc.

Waukegan, Illinois

We have audited the accompanying consolidated balance sheets of Coleman Cable, Inc. and subsidiaries (the “Company”), as of December 31, 2011 and 2010, and the related consolidated statements of income, changes in shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2011. We also have audited the Company’s internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management’s report on internal control over financial reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company's internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles”). A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2011 and 2010, and the consolidated results of their operations and their cash flows for each of the two years in the period ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

/s/    DELOITTE & TOUCHE LLP

March 12, 2012
Chicago, Illinois

 

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COLEMAN CABLE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

 

     Year Ended December 31,  
           2011                 2010        
     (Thousands, except per share data)  

NET SALES

   $ 867,356      $ 703,763   

COST OF GOODS SOLD

     744,587        606,734   
  

 

 

   

 

 

 

GROSS PROFIT

     122,769        97,029   

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     61,107        46,944   

INTANGIBLE ASSET AMORTIZATION

     7,025        6,826   

ASSET IMPAIRMENTS

     —          324   

RESTRUCTURING CHARGES

     1,953        1,953   
  

 

 

   

 

 

 

OPERATING INCOME

     52,684        40,982   

INTEREST EXPENSE

     28,092        27,436   

GAIN ON AVAILABLE FOR SALE SECURITIES

     (753     —     

LOSS ON EXTINGUISHMENT OF DEBT

     —          8,566   

OTHER INCOME, NET

     (78     (230
  

 

 

   

 

 

 

INCOME BEFORE INCOME TAXES

     25,423        5,210   

INCOME TAX EXPENSE

     7,982        1,483   
  

 

 

   

 

 

 

NET INCOME

   $ 17,441      $ 3,727   
  

 

 

   

 

 

 

EARNINGS PER COMMON SHARE DATA

    

NET INCOME PER SHARE

    

Basic

   $ 1.00      $ 0.22   

Diluted

     0.99        0.21   

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

    

Basic

     17,090        16,925   

Diluted

     17,310        16,991   

See notes to consolidated financial statements.

 

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COLEMAN CABLE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Thousands except per share data)

 

     December 31,  
             2011                     2010          
ASSETS     

CURRENT ASSETS:

    

Cash and cash equivalents

   $ 9,746      $ 33,454   

Accounts receivable, net of allowances of $2,811 and $2,491, respectively

     120,567        110,774   

Inventories

     108,689        81,130   

Deferred income taxes

     3,355        3,171   

Assets held for sale

     546        546   

Prepaid expenses and other current assets

     10,288        3,761   
  

 

 

   

 

 

 

Total current assets

     253,191        232,836   
  

 

 

   

 

 

 

PROPERTY, PLANT AND EQUIPMENT:

    

Land

     1,387        1,179   

Buildings and leasehold improvements

     14,392        13,226   

Machinery, fixtures and equipment

     112,606        92,244   
  

 

 

   

 

 

 
     128,385        106,649   

Less accumulated depreciation and amortization

     (75,936     (64,643

Construction in progress

     6,508        3,725   
  

 

 

   

 

 

 

Property, plant and equipment, net

     58,957        45,731   

GOODWILL

     56,724        29,134   

INTANGIBLE ASSETS

     28,340        23,764   

DEFERRED INCOME TAXES

     376        301   

OTHER ASSETS

     8,148        9,345   
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 405,736      $ 341,111   
  

 

 

   

 

 

 
LIABILITIES AND SHAREHOLDERS’ EQUITY     

CURRENT LIABILITIES:

    

Current portion of long-term debt

   $ 166      $ 7   

Accounts payable

     29,081        22,016   

Accrued liabilities

     35,762        30,193   
  

 

 

   

 

 

 

Total current liabilities

     65,009        52,216   
  

 

 

   

 

 

 

LONG-TERM DEBT

     302,935        271,820   

OTHER LONG-TERM LIABILITIES

     3,194        4,258   

DEFERRED INCOME TAXES

     6,503        1,595   

COMMITMENTS AND CONTINGENCIES

    

SHAREHOLDERS’ EQUITY:

    

Common stock, par value $0.001; 75,000 shares authorized; 16,939 and 16,939 shares issued and outstanding on December 31, 2011 and 2010

     17        17   

Treasury stock, at cost: 320 and 0 shares, respectively

     (2,789     —     

Additional paid-in capital

     92,871        90,483   

Accumulated deficit

     (61,819     (79,260

Accumulated other comprehensive loss

     (185     (18
  

 

 

   

 

 

 

Total shareholders’ equity

     28,095        11,222   
  

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

   $ 405,736      $ 341,111   
  

 

 

   

 

 

 

See notes to consolidated financial statements.

 

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COLEMAN CABLE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

     Year Ended December 31,  
           2011                 2010        
     (Thousands)  

CASH FLOW FROM OPERATING ACTIVITIES:

    

Net income

   $ 17,441      $ 3,727   

Adjustments to reconcile net income to net cash flow from operating activities:

    

Depreciation and amortization

     21,075        20,077   

Stock-based compensation

     3,173        2,575   

Foreign currency transaction loss/(gain)

     300        (230

Gain on available for sale securities

     (753     —     

Asset impairments

     —          324   

Excess tax benefits from stock-based compensation

     (512     —     

Deferred taxes

     1,556        (914

Loss on disposal of fixed assets

     250        608   

Loss on extinguishment of debt

     —          8,566   

Changes in operating assets and liabilities:

    

Accounts receivable

     (3,524     (24,678

Inventories

     (13,932     (14,928

Prepaid expenses and other assets

     (5,259     2,335   

Accounts payable

     3,160        3,872   

Accrued liabilities

     1,961        5,750   
  

 

 

   

 

 

 

Net cash flow from operating activities

     24,936        7,084   
  

 

 

   

 

 

 

CASH FLOW FROM INVESTING ACTIVITIES:

    

Capital expenditures

     (15,033     (6,383

Purchases of investments

     —          (1,577

Proceeds from the disposal of fixed assets

     11        2,894   

Acquisition of businesses, net of cash acquired

     (59,223     —     
  

 

 

   

 

 

 

Net cash flow from investing activities

     (74,245     (5,066
  

 

 

   

 

 

 

CASH FLOW FROM FINANCING ACTIVITIES:

    

Borrowings under revolving credit facility

     244,599        34,961   

Repayments under revolving credit facility

     (214,599     (45,200

Payment of debt financing and amendment fees

     (1,500     (6,706

Treasury stock purchases

     (2,789     —     

Excess tax benefits from stock-based compensation

     512        —     

Proceeds from option exercises

     87        —     

Repayment of long-term debt

     (19     (231,664

Proceeds from the issuance of 2018 Senior Notes

     —          271,911   
  

 

 

   

 

 

 

Net cash flow from financing activities

     26,291        23,302   
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     (690     535   

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

     (23,708     25,855   

CASH AND CASH EQUIVALENTS — Beginning of year

     33,454        7,599   
  

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS — End of year

   $ 9,746      $ 33,454   
  

 

 

   

 

 

 

NONCASH ACTIVITY

    

Capital lease obligation

   $ 836      $ 10   

Unpaid capital expenditures

     1,709        640   

SUPPLEMENTAL CASH FLOW INFORMATION

    

Income taxes paid

   $ 10,690      $ 294   

Cash interest paid

     26,461        22,208   

See notes to consolidated financial statements.

 

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COLEMAN CABLE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

 

    Common
Stock
Outstanding
    Common
Stock
    Treasury
Stock
    Additional
Paid-in
Capital
    Retained
Earnings
(Accumulated
Deficit)
    Accumulated
Other
Comprehensive
Income (Loss)
    Total  
    (Thousands)        

BALANCE — December 31, 2009

    16,809      $ 17      $ —        $ 88,475      $ (82,987   $ (245   $ 5,260   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Stock awards

    130        —          —          —          —          —          —     

Comprehensive income

             

Net income

    —          —          —          —          3,727        —          3,727   

Cumulative translation, net of tax provision of $177

    —          —          —          —          —          293        293   

Unrealized investment loss, net of tax benefit of $136

    —          —          —          —          —          (214     (214

Pension adjustments, net of tax provision of $94

    —          —          —          —          —          148        148   
             

 

 

 

Total Comprehensive Income

                3,954   

Stock-based compensation

    —          —          —          2,008        —          —          2,008   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

BALANCE — December 31, 2010

    16,939      $ 17      $ —        $ 90,483      $ (79,260   $ (18   $ 11,222   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Stock awards

    305        —          —          —          —          —          —     

Stock options exercised

    15        —          —          —          —          —          —     

Treasury shares repurchased

    (320     —          (2,789     —          —          —          (2,789

Comprehensive income

             

Net income

    —          —          —          —          17,441        —          17,441   

Cumulative translation, net of tax provision of $130

    —          —          —          —          —          (28     (28

Unrealized investment loss

    —          —          —          —          —          (89     (89

Pension adjustments, net of tax provision of $32

    —          —          —          —          —          (50     (50
             

 

 

 

Total Comprehensive Income

                17,274   

Stock-based compensation

    —          —          —          2,388        —          —          2,388   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

BALANCE — December 31, 2011

    16,939      $ 17      $ (2,789   $ 92,871      $ (61,819   $ (185   $ 28,095   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See notes to consolidated financial statements.

 

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COLEMAN CABLE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands, except per share data)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations, Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of Coleman Cable, Inc. and its wholly-owned subsidiaries (the “Company,” “Coleman,” “we,” “us” or “our”). We are a manufacturer and supplier of electrical wire and cable products for consumer, commercial and industrial applications, with operations primarily in the United States and, to a lesser degree, in Honduras and Canada.

We operate our business through three reportable business segments: (1) Distribution, (2) Original Equipment Manufacturers (“OEM”) and (3) Other. Our Distribution segment serves our customers in distribution businesses, who are resellers of our products, while our OEM segment serves our OEM customers, who generally purchase more tailored products from us which are in turn used as inputs into subassemblies of manufactured finished goods. Our Other segment (see Note 2), which was added in 2011, includes the remainder of TRC’s legacy business, primarily its military and specialty-vehicle business, which has not yet been integrated into our two historic reportable segments (see Note 18).

All intercompany accounts and transactions have been eliminated in consolidation.

Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates are required for several matters, including inventory valuation, determining the allowance for uncollectible accounts and accruals for sales returns, allowances and incentives, depreciation and amortization, accounting for business combinations, and the recoverability of goodwill and long-lived assets. Actual results could differ from those estimates. Summarized below is the activity for our accounts receivable allowance account:

 

           2011                 2010        

Balance — January 1

   $ 2,491      $ 2,565   

Provisions

     475        45   

Write-offs and credit allowances, net of recovery

     (144     (137

Foreign currency translation adjustment

     (11     18   
  

 

 

   

 

 

 

Balance — December 31

   $ 2,811      $ 2,491   
  

 

 

   

 

 

 

Revenue Recognition

Our sales represent sales of our product inventory. We recognize sales when products are shipped to customers and the title and risk of loss pass to the customer in accordance with the terms of sale, pricing is fixed and determinable, and collection is reasonably assured. Billings for shipping and handling costs are recorded as sales and related costs are included in cost of goods sold. Provisions for payment discounts, product returns and customer incentives and allowances, which reduce revenue, are estimated based upon historical experience and other relevant factors and are recorded within the same period that the revenue is recognized as a reduction of sales.

 

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Cost of Goods Sold

Cost of goods sold is primarily comprised of direct materials, labor and overhead costs (including depreciation expense) consumed in the manufacture of goods sold. Cost of goods sold also includes the cost of direct sourced merchandise sold, as well as our distribution costs, including the cost of inbound freight, internal transfers, warehousing and shipping and handling.

Advertising Expenses

We account for advertising expenditures as expense in the period incurred. For the fiscal years ended December 31, 2011 and 2010, advertising expenses were $2,921 and $2,325, respectively.

Foreign Currency Translation

Assets and liabilities of our Canadian subsidiary are translated to U.S. dollars at fiscal year-end exchange rates. The resulting translation adjustments are recorded as a component of shareholders’ equity. Income and expense items are translated at exchange rates prevailing throughout the year. Gains and losses from foreign currency transactions are included in net income.

Cash and Cash Equivalents

Cash equivalents include all highly liquid investments with a maturity of three months or less when purchased. The fair value of cash and cash equivalents approximates their carrying amounts. All of our cash and cash equivalents qualify as Level 1 fair values under the fair value hierarchy.

Inventories

Inventories include material, labor and overhead costs and are recorded at the lower of cost or market on the first-in, first-out (“FIFO”) basis. We estimate losses for excess and obsolete inventory through an assessment of its net realizable value based on the aging of the inventory and an evaluation of the likelihood of recovering the inventory costs based on anticipated demand and selling price.

Assets Held for Sale

Assets held for sale consist primarily of property related to closed facilities that are currently being marketed for disposal. Assets held for sale are reported at the lower of carrying value or estimated fair value less costs to sell.

Property, Plant and Equipment

Property, plant and equipment are carried at cost reduced by accumulated depreciation. Depreciation expense is recognized over the assets’ estimated useful lives, ranging from 3 to 20 years, using the straight-line method for financial reporting purposes and accelerated methods for tax reporting purposes. The estimated useful lives of buildings range from 9 to 20 years; leasehold improvements have a useful life equal to the shorter of the useful life of the asset or the lease term; and the estimated useful lives of machinery, fixtures and equipment range from 3 to 8 years.

Goodwill and Other Intangible Assets

We are required to assess goodwill for impairment annually, or more frequently if events or circumstances indicate impairment may have occurred. Our annual evaluation for potential goodwill impairment is performed as of December 31st of each year. Our other intangible assets primarily consist of acquired customer relationships and trademarks and trade names, all of which have finite or determinable useful lives. Accordingly, these finite-lived assets are amortized to reflect the estimated pattern of economic benefit consumed, either on a straight-line or accelerated basis over the estimated periods benefited. See Note 3 for information regarding our asset impairment analyses.

 

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Impairment of Long-Lived Assets

We test the carrying amount of our long-lived assets, including finite-lived intangible assets and property, plant and equipment, for recoverability whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. An impairment loss is recognized if, in performing the impairment review, it is determined that the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss recorded is equal to the excess of the asset’s carrying value over its fair value. See Note 3 for information regarding our asset impairment analyses.

Income Taxes

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities using enacted tax rates in effect for the year in which we expect the differences to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period of the enactment date.

The Financial Accounting Standards Board (“FASB”) guidance stipulates the accounting for uncertainty in income taxes recognized in the financial statements. This guidance provides that a tax benefit from an uncertain tax position may be recognized in the consolidated financial statements when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold. The rules also provide guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

We have not recorded any reserves, or related accruals for interest and penalties, or uncertain income tax positions at either December 31, 2011 or 2010. In accordance with this guidance, we have adopted a policy under which, if required to be recognized in the future, we will classify interest related to the underpayment of income taxes as a component of interest expense and we will classify any related penalties in selling, general and administrative expenses in the consolidated statement of operations.

Derivatives and Other Financial Instruments, and Concentrations of Credit Risk

We are exposed to certain commodity price risks including fluctuations in the price of copper. From time-to-time, we enter into derivative contracts, including copper futures contracts, to mitigate the potential impact of fluctuations in the price of copper on our pricing terms with certain customers. All of the copper futures contracts we utilize are tied to the COMEX copper market index and the value of such contracts varies directly with underlying changes in the related COMEX copper futures prices. We recognize all of our derivative instruments on our balance sheet at fair value, and record changes in the fair value of such contracts within cost of goods sold in the statement of operations as they occur unless specific hedge accounting criteria are met. For those hedging relationships that meet such criteria, and for which hedge accounting is applied, we formally document our hedge relationships, including identifying the hedging instruments and the hedged items, as well as the risk management objectives involved. We have no open commodity hedge positions at December 31, 2011 to which hedge accounting is being applied. However, all of our hedges for which hedge accounting has been applied in the past qualified and were designated as cash flow hedges. We assess both at inception and at least quarterly thereafter, whether the derivatives used in these cash flow hedges are highly effective in offsetting changes in the cash flows associated with the hedged item. The effective portion of the related gains or losses on these derivative instruments are recorded in shareholders’ equity as a component of Other Comprehensive Income (“OCI”), and are subsequently recognized in income or expense in the period in which the related hedged items are recognized. The ineffective portion of these hedges (extent to which a change in the value of the

 

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derivative contract does not perfectly offset the change in value of the designated hedged item) is immediately recognized in cost of goods sold. We calculate the fair value of our copper contracts quarterly based on the quoted market price for the same or similar financial instruments. Our derivatives have been determined to be Level 1 under the fair value hierarchy due to available market prices. As our derivatives are part of a legally enforceable master netting arrangement, for purposes of presentation within our consolidated balance sheets, gross values are netted and classified within prepaid expenses and other current assets or accrued liabilities depending upon our aggregate net position at the balance sheet date. Cash settlements related to derivatives are included in the operating section of the consolidated statement of cash flows, with prepaid expenses and other current assets or accrued liabilities, depending on the position. The Company’s derivatives are disclosed in Note 10.

Financial instruments also include other working capital items and debt. The carrying amounts of our cash and cash equivalents, trade accounts receivable and trade accounts payable approximate fair value given the immediate or short-term maturity of these financial instruments. The fair value of the Company’s debt is disclosed in Note 7.

Concentrations of credit risk arising from trade accounts receivable are due to selling to a number of customers in a particular industry. The Company performs ongoing credit evaluations of its customers’ and counterparties’ financial condition and obtains collateral or other security when appropriate. No customer accounted for more than 10% of sales or accounts receivable as of December 31, 2011 or 2010.

Cash and cash equivalents are placed with financial institutions we believe have adequate credit standings.

Self-Insurance

We are partially self-insured for health benefit costs for covered individuals at a majority of our facilities. The accrual for our self-insurance liability is determined by management and is based on claims filed and an estimate of actual claims incurred but not yet reported.

Stock-based Compensation

We recognize compensation expense over the related vesting period for each share-based award we grant, based on the fair value of the instrument at grant date for those awards to be settled in stock, and based on the fair value of the instrument at the balance sheet date for those awards to be settled in cash. Our stock-based compensation arrangements are further detailed in Note 12.

Earnings per Common 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 service-condition unvested common shares, as such awards contain non-forfeitable rights to dividends. Security holders are not obligated to fund any losses, and therefore participating securities are not allocated a portion of any net loss in any period for which a net loss is recorded. Basic earnings per common share is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding for each period. Diluted earnings per common share includes the dilutive effect of exercised stock options and the effect of unvested common shares when dilutive.

New Accounting Pronouncements

Accounting Standards Update No. 2011-11 — “Balance Sheet (Topic 210) (“ASU No. 2011-11”)

ASU No. 2011-11 amends existing guidance by requiring an entity to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position. This scope would include derivatives, sale and repurchase agreements and reverse sale and repurchase agreements,

 

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and securities borrowing and securities lending arrangements. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of International Financial Reporting Standards (“IFRS”). ASU No. 2011-11 is effective for fiscal years, and interim periods within those years, beginning after January 1, 2013, with early adoption permitted. ASU 2011-11 will not impact the Company’s results of operations, financial position, and cash flows.

Accounting Standards Update No. 2010-28 — “Intangibles — Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU No. 2010-28”)

ASU No. 2010-28 affects all entities that have recognized goodwill and have one or more reporting units whose carrying amount for purposes of performing Step 1 of the goodwill impairment test is zero or negative. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The accounting update was effective for a reporting entity’s first annual reporting period that begins after December 2010, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. This update, which was effective for the first quarter of 2011, did not have a significant impact on the Company’s results of operations, financial position and cash flows.

Accounting Standards Update No. 2010-29 — “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations” (“ASU No. 2010-29”)

ASU No. 2010-29 amends existing guidance for presenting pro forma results of business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The accounting update was effective for a reporting entity’s business combinations occurring beginning on or after the entity’s first annual reporting period after December 15, 2010. The Company has applied the provisions of this update for all material business combinations that occurred after January 1, 2011.

Accounting Standards Update No. 2011-04 — “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU No. 2011-04”)

ASU No. 2011-04 generally provides a uniform framework for fair value measurements and related disclosures between GAAP and IFRS. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will be effective for interim and annual periods beginning on or after December 15, 2011. The Company

 

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is currently evaluating the impact ASU 2011-04 will have on its financial statements but does not expect it to have a material impact on the Company’s results of operations, financial position and cash flows.

Accounting Standards Update No. 2011-05 — “Comprehensive Income (Topic 220): Presentation of Comprehensive Income” (“ASU No. 2011-05”)

ASU No. 2011-05 amends existing guidance by allowing only two options for presenting the components of net income and other comprehensive income: (1) in a single continuous financial statement, statement of comprehensive income or (2) in two separate but consecutive financial statements, consisting of an income statement followed by a separate statement of other comprehensive income. Also, items that are reclassified from other comprehensive income to net income must be presented on the face of the financial statements. ASU No. 2011-05 requires retrospective application, and it is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, with early adoption permitted. The Company believes the adoption of this update will change the order in which certain financial statements are presented and provide additional detail on those financial statements when applicable, but will not have any other impact on its financial statements or results of operations. The Company plans to adopt this standard during the interim period ended March 31, 2012.

Accounting Standards Update No. 2011-08, Intangibles — Goodwill and Other (Topic 350): Testing Goodwill for Impairment (“ASU No. 2011-08”)

ASU No. 2011-08 amends existing guidance by permitting an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in ASC 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. ASU No. 2011-08 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, with early adoption permitted. The Company has not adopted this standard in 2011 but does not expect it to have a material impact on the Company’s results of operations, financial position, and cash flows.

Accounting Standards Update No. 2011-12 — ”Comprehensive Income (Topic 220): Presentation of Comprehensive Income (“ASU No. 2011-12”)

ASU No. 2011-12 amends existing guidance by deferring only those changes in ASU No. 2011-05 that relate to the presentation of reclassification adjustments. The amendment was made to allow FASB time to redeliberate whether to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. During this time, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect prior to ASU No. 2011-05. All other requirements in ASU No. 2011-05 are not affected by this update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. The Company plans to adopt the portion of ASU No. 2011-05 that has not been deferred, at the beginning of the interim period ended March 31, 2012. This update will only affect the presentation of the Company’s financial statements.

2. ACQUISITIONS

During the second quarter of 2011, we utilized cash on hand, as well as borrowings under our credit facility, to complete three business combinations (collectively, the “2011 Acquisitions”), as set forth below. Each of these 2011 Acquisitions was structured as cash transactions, with aggregate consideration totaling $69,733. As

 

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discussed below, $2,331 of the TRC consideration consisted of our previously existing ownership interest. We believe these acquisitions represent significant opportunities for us, including the strengthening and greater diversification of our overall portfolio.

The 2011 Acquisitions are included in our consolidated financial statements, including our results of operations, beginning from each respective acquisition date. Accordingly, the consolidated statement of income for the year ended December 31, 2011 includes nine months of operations for the assets acquired in connection with the DE (as defined below) acquisition, approximately eight months of operations for the assets acquired in connection with FCWC and CWC (as defined below) acquisition, and approximately seven and one half months of operations related to the TRC (as defined below) acquisition. The consolidated statement of income for the year ended December 31, 2010 does not include the impact of the 2011 Acquisitions.

We incurred acquisition-related costs, including outside legal, consulting and other fees of $2,821 for the year ended December 31, 2011. These costs have been recorded as a component of selling, general and administrative expenses in our consolidated income statement.

Acquisition of the Assets of The Designers Edge (“DE”)

On April 1, 2011, we acquired certain assets of DE, a leading designer and distributor of specialty lighting products in the U.S. and Canada, with 2010 sales in excess of $20,000. The total purchase price for the assets acquired, primarily trade receivables and merchandise inventories, was $10,925, subject to certain purchase price adjustments. The acquisition of DE’s assets significantly expands our market position across a wide range of lighting product categories, including industrial, work and utility, as well as products for security and landscape applications. We fully integrated the acquired assets of DE into our existing Distribution segment during the second quarter of 2011.

Acquisition of the Assets of First Capitol Wire and Cable (“FCWC”) and Continental Wire and Cable (“CWC”)

On April 29, 2011, we acquired the assets of FCWC and CWC, both of which were privately-held entities based in York, Pennsylvania, with CWC being a 100%-owned subsidiary of FCWC. These two entities, which had annual combined sales in excess of $10,000, are leading manufacturers of industrial wire and cable products used across a number of commercial, utility and industrial end-markets. The total purchase price for the assets acquired, primarily merchandise inventories and production equipment, was $7,298, inclusive of working capital adjustments of $834. The acquisition of the assets of FCWC and CWC has allowed us to expand our capabilities, product offerings and capacity for producing a wide assortment of high-quality industrial cables. We fully integrated the assets of FCWC and CWC into our Distribution segment during the second quarter of 2011.

Acquisition of Technology Research Corporation (“TRC”)

On May 16, 2011, we completed the acquisition of 100% of the outstanding stock of TRC pursuant to a merger agreement under which each outstanding share of TRC common stock was converted into the right to receive $7.20 per share payable in cash. For its fiscal year ended March 31, 2011, TRC had revenues of $35,982 and net income of $1,545. TRC is a recognized leader in providing cost effective engineered solutions for applications involving power management and control, intelligent battery systems technology and electrical safety products based on proven ground fault sensing and Fire Shield® technology. These products are designed, manufactured and distributed to the consumer, commercial and industrial markets worldwide. TRC also supplies power monitors and control equipment to the United States military and its prime contractors. We believe the TRC acquisition both strengthens and diversifies our overall portfolio. TRC was publicly traded on the NASDAQ prior to its acquisition by Coleman. We completed the TRC acquisition as the result of a successful public tender offer to acquire all outstanding shares of TRC. The total purchase price consideration for TRC was $51,510, including the acquisition-date fair value of an approximate 4.8% interest in TRC’s common stock acquired by Coleman prior to submitting its acquisition proposal for TRC.

 

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We integrated a portion of TRC’s legacy business into our Distribution segment during 2011. The remainder of TRC’s legacy business, primarily its military and specialty vehicle business, has not yet been integrated into our two historic reportable segments, and comprise the Other segment reported herein. For the post-acquisition period ended December 31, 2011, TRC had sales and a net loss of $20,602 and $(561), respectively.

Gain on Available For Sale Securities

As noted above, our pre-existing 4.8% interest in TRC was accounted for as a component of the overall purchase price for TRC. Accordingly, using the tender offer price of $7.20 per share, the value of this component of total consideration was $2,331, with the difference between this calculated fair value and our cost basis in the 4.8% pre-existing interest recognized as a $753 gain in our consolidated statement of income at the time of the acquisition in accordance with the applicable accounting rules.

Purchase Price Allocations

The 2011 Acquisitions were accounted for under the purchase method of accounting. Accordingly, we have allocated the purchase price for each acquisition to the net assets acquired based on the related estimated fair values at each respective acquisition date. The expected long-term growth, increased market position and expected synergies to be generated from the 2011 Acquisitions are the primary factors which gave rise to acquisition prices for each of the 2011 Acquisitions which resulted in the recognition of goodwill.

Except as pertaining to DE, the purchase price allocations have been finalized. We are in the process of negotiating purchase price adjustments for the DE acquisition, which may result in a corresponding adjustment to the total DE purchase price as well as the value of assets acquired. Accordingly, the provisional measurement of accounts receivable, inventories, property, plant, and equipment, intangible assets, taxes, and goodwill for the DE acquisition are subject to change. Any change in the acquisition date fair value of the acquired net assets will change the amount of the purchase price allocated to goodwill.

The table below summarizes the allocations of purchase price related to the 2011 Acquisitions as of their respective acquisition dates.

 

     DE      FCWC and CWC     TRC  

Cash and cash equivalents

   $ —         $ —        $ 8,180   

Accounts receivable

     2,123         —          4,073   

Income tax receivable

     —           —          1,077   

Inventories

     3,129         1,631        8,794   

Prepaid expenses and other current assets

     —           44        314   

Property, plant and equipment

     157         3,687        4,668   

Other assets

     —           —          33   

Deferred income tax asset

     18         288        309   

Intangible assets

     2,115         1,200        8,287   

Goodwill

     3,383         696        23,541   
  

 

 

    

 

 

   

 

 

 

Total assets acquired

     10,925         7,546        59,276   
  

 

 

    

 

 

   

 

 

 

Current liabilities

     —           —          (4,515

Deferred income tax liability

     —           (248     (3,251
  

 

 

    

 

 

   

 

 

 

Total liabilities assumed

     —           (248     (7,766
  

 

 

    

 

 

   

 

 

 

Net assets acquired

   $ 10,925       $ 7,298      $ 51,510   
  

 

 

    

 

 

   

 

 

 

A total of approximately $6,426 of goodwill is deductible for income tax purposes. All of the goodwill of DE, FCWC and CWC has been assigned to our Distribution Segment. TRC goodwill has been allocated between our Distribution and Other segments.

 

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As part of the TRC acquisition, we assumed a contingent liability of TRC related to an acquisition made by TRC in March 2010. Under the terms of the March 2010 acquisition, TRC, as acquirer, is obligated to make contingent cash payments, or an earn-out payment, to the seller equal to a pre-determined percentage of total revenues within selected product categories that exceed a pre-determined threshold level for the 12-month period ended March 31, 2012. We initially included an accrual of $378, which represented our best estimate of TRC’s obligation under the terms of this earn-out at the date of acquisition, in our preliminary purchase price allocation for TRC, and classified this accrual as a component of current liabilities. During the fourth quarter of 2011, we adjusted this same accrual to $0, with the corresponding offset recorded in other income, based on our revised estimate of our liability relative to this earn-out.

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
     DE      FCWC and
CWC
     TRC  

Customer relationships

     6       $ 900       $ 600       $ 1,460   

Trademarks and trade names

     6         610         600         1,450   

Developed technology

     3         560         —           2,000   

Contractual agreements

     3         —           —           2,900   

Non-competition agreements

     2         45         —           80   

Backlog

     1         —           —           340   

Other

     6         —           —           57   
     

 

 

    

 

 

    

 

 

 

Total intangible assets

      $ 2,115       $ 1,200       $ 8,287   
     

 

 

    

 

 

    

 

 

 

Unaudited Selected Pro Forma Financial Information

The following unaudited pro forma financial information summarizes our estimate of combined results of operations assuming that our only material business combination consummated during 2011, TRC, had taken place on January 1, 2010. The acquisitions of DE, FCWC and CWC are immaterial for pro forma presentation. The unaudited pro forma combined results of operations were prepared using historical financial information of TRC, and we make no representation with respect to the accuracy of such information. The pro forma combined results of operations reflect adjustments for interest expense, depreciation adjustments based on the fair value of acquired property, plant and equipment, amortization of acquired identifiable intangible assets, income tax expense, and excludes acquisition costs. The unaudited pro forma information is presented for informational purposes only and does not include any anticipated cost savings or other effects of integration, nor do they purport to be indicative of the results of operations that actually would have resulted had the acquisition of TRC occurred on the date indicated or may result in the future.

 

     Year Ended December 31,  
     2011      2010  

Net sales

   $ 880,429       $ 738,713   

Net income

     16,675         5,457   

 

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3.   GOODWILL, INTANGIBLE ASSETS AND ASSET IMPAIRMENTS

Goodwill

Changes in the carrying amount of goodwill by reportable business segment were as follows:

 

     Distribution
Segment
    OEM
Segment
    Other
Segment
     Total  

Gross balances

   $ 98,499      $ 11,725      $ —         $ 110,224   

Impairment losses

     (69,498     (11,725     —           (81,223
         

Foreign currency translation adjustments

     63        —          —           63   
  

 

 

   

 

 

   

 

 

    

 

 

 

Balance as of January 1, 2010

   $ 29,064      $ —        $ —         $ 29,064   
  

 

 

   

 

 

   

 

 

    

 

 

 

Foreign currency translation adjustments

     70        —          —           70   
  

 

 

   

 

 

   

 

 

    

 

 

 

Balance as of December 31, 2010

   $ 29,134      $ —        $ —         $ 29,134   
  

 

 

   

 

 

   

 

 

    

 

 

 

Acquisitions

     5,040        —          22,580         27,620   

Foreign currency translation adjustments

     (30     —          —           (30
  

 

 

   

 

 

   

 

 

    

 

 

 

Balance as of December 31, 2011

   $ 34,144      $ —        $ 22,580       $ 56,724   
  

 

 

   

 

 

   

 

 

    

 

 

 

Under goodwill accounting rules, we are required to assess goodwill for impairment annually, or more frequently if events or circumstances indicate impairment may have occurred. The analysis of potential impairment of goodwill employs a two-step process. The first step involves the estimation of fair value of our reporting units. If step one indicates that impairment of goodwill potentially exists, the second step is performed to measure the amount of impairment, if any. Goodwill impairment exists when the estimated implied fair value of goodwill is less than its carrying value.

We performed our annual goodwill impairment test as of December 31, 2011, with no indication of potential impairment. Our test indicated that the estimated fair value of each reporting unit with recorded goodwill as of December 31, 2011 was significantly in excess of its related carrying value, with no such reporting unit having an excess of fair value less than 20% of its carrying value. Our reporting unit with the least excess is our TRC Military reporting unit within our Other reportable segment, and reported an excess of 22.9%. As stated below, 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. However, as of the December 31, 2011 annual impairment test date, the above-noted conclusion, that no indication of goodwill impairment existed as of the test date, would not have changed had the test been conducted assuming: 1) a 15% decrease in the aggregate estimated undiscounted cash flows of our reporting units (without any change in the discount rate), 2) a 300 basis point increase in the discount rate used to discount the aggregate estimated cash flows of our reporting units to their net present value in determining their estimated fair values (without any change in the aggregate estimated cash flows of our reporting units), or 3) 1.0% decrease in the estimated sales growth rate without a change in the discount rate of each reporting unit.

Goodwill impairment charges may be recognized in future periods to the extent changes in factors or circumstances occur, including deterioration in the macro-economic environment or in the equity markets, including the market value of our common shares, deterioration in our performance or our future projections, or changes in our plans for one or more reporting units.

The goodwill impairment testing process involves the use of significant assumptions, estimates and judgments, and is subject to inherent uncertainties and subjectivity. Estimating a reporting unit’s projected cash flows involves the use of significant assumptions, estimates and judgments with respect to 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 estimates are then discounted, which

 

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necessitates the selection of an appropriate discount rate. The discount rates used reflect market-based estimates of the risks associated with the projected cash flows of the reporting unit.

We test the carrying amount of our long-lived assets, including finite-lived intangible assets and property, plant and equipment, for recoverability whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This assessment employs a two-step approach. The first step is used to determine if a potential impairment exists while the second step measures the associated impairment loss (if any). An impairment loss is recognized if, in performing the impairment review, it is determined that the carrying amount of an asset or asset group exceeds the estimated undiscounted future cash flows expected to result from the use of the asset or asset group and its eventual disposition. The asset groups tested under our impairment tests reflect the shared nature of our facilities and manufacturing capacity. The second step of the impairment tests involves measuring the amount of the impairment loss to be recorded. The amount of the impairment loss recorded is equal to the excess of the asset or asset group’s carrying value over its fair value. For 2011 and 2010, no asset impairments were identified relative to either our long-lived property, plant and equipment or our finite-lived intangible assets, other than among assets held for sale, as discussed below.

The long-lived asset impairment test uses significant assumptions, estimates and judgments, and is subject to inherent uncertainties and subjectivity. Estimating projected cash flows associated with our asset groups involves the use of significant assumptions, estimates and judgments with respect to numerous factors, including future sales, gross profit, selling, general and administrative expense rates, discount rates and cash flows.

Intangible Assets

The following summarizes our intangible assets at December 31, 2011 and 2010, respectively:

 

     2011      2010  
   Gross
Carrying
Amount
     Accumulated
Amortization
    Net
Carrying
Amount
     Gross
Carrying
Amount
     Accumulated
Amortization
    Net
Carrying
Amount
 

Backlog

   $ 340       $ (340   $ —           —           —          —     

Customer relationships

     59,454         (44,179     15,275       $ 56,500       $ (39,546   $ 16,954   

Contractual Agreements

     2,900         (773     2,127         —           —          —     

Developed Technology

     2,560         (550     2,010         —           —          —     

Non-competition agreements

     1,125         (1,019     106         1,000         (1,000     —     

Trademarks and trade names

     11,010         (2,240     8,770         8,350         (1,540     6,810   

Other

     57         (5     52         —           —          —     
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 77,446       $ (49,106   $ 28,340       $ 65,850       $ (42,086   $ 23,764   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Our intangible assets are being amortized over their estimated useful lives. The customer-relationships, contractual agreements, trademarks and trade names, and developed technology intangibles are being amortized using an accelerated amortization method which reflects our estimate of the pattern in which the economic benefit derived from such assets will be consumed. Amortization expense for intangible assets was $7,025 and $6,826 for the years ended December 31, 2011 and 2010, respectively. Expected amortization expense for intangible assets over the next five years is as follows:

 

2012

   $ 6,304   

2013

     5,311   

2014

     4,270   

2015

     3,332   

2016

     2,006   

In 2010, we recorded $324 of asset impairment charges in relation to certain of our closed properties currently being marketed for sale, with such impairments reflecting a decline in the estimated fair value of such properties.

 

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The resulting adjusted carrying value for such properties represents our estimate of each property’s fair value determined by management after considering the best information available, including assumptions market participants would use in valuing the asset.

4.  RESTRUCTURING AND INTEGRATION ACTIVITIES

We incurred restructuring charges of $1,953 during both 2011 and 2010. Most notably, during the third quarter of 2011, we recorded $857 in severance costs for positions eliminated in connection with our realignment of our Canadian distribution and support operations. As part of this realignment, at the end of the fourth quarter of 2011, we vacated our Toronto-based distribution facility, with a majority of our Canadian distribution being transitioned to our existing distribution facility in Wisconsin and a new, smaller Toronto-based distribution facility. In addition to the $857 in severance recorded in 2011, we also recorded $438 in connection with vacating and terminating the lease associated with the closed Toronto facility.

Restructuring costs for both 2011 and 2010 also included lease termination and other holding costs related to facilities closed in prior years, consisting of one leased and one owned facility for which we continue to pay holding costs. Our restructuring reserve was $3,139 as of December 31, 2011, recorded within accrued liabilities and other long-term liabilities, comprised, in part, of the remaining $815 severance accrual primarily related to our Canadian re-alignment, with the balance in the reserve representing our estimate of the remaining liability existing relative to three closed properties under lease and which is equal to our remaining obligation under such lease reduced by estimated sublease rental income reasonably expected for the property. Accordingly, the liability may be increased or decreased in future periods as facts and circumstances change, including possible negotiation of a lease termination, sublease agreement, or changes in the related market in which the property is located. Restructuring expense is not segregated by reportable segment as our operating segments share common production processes and manufacturing facilities, as discussed in Note 18 below.

The following table summarizes restructuring activities:

 

     Lease Holding
Costs
    Severance  &
Other

Closing Costs
    Total  

Restructuring Activities

      

BALANCE — December 31, 2009

   $ 4,362      $ 23      $ 4,385   
  

 

 

   

 

 

   

 

 

 

Provision

     242        1,711        1,953   

Uses

     (2,221     (1,734     (3,955
  

 

 

   

 

 

   

 

 

 

BALANCE — December 31, 2010

   $ 2,383      $ —        $ 2,383   
  

 

 

   

 

 

   

 

 

 

Provision

     477        1,476        1,953   

Uses

     (536     (661     (1,197
  

 

 

   

 

 

   

 

 

 

BALANCE — December 31, 2011

   $ 2,324      $ 815      $ 3,139   
  

 

 

   

 

 

   

 

 

 

We anticipate incurring between $500 and $1,000 in restructuring costs in 2012 related to existing closed facilities, without giving effect to our successfully negotiating any potential sales, alterations to or additional subleases, or lease buy-outs in relation to one or more of these properties. However, it should be noted that management regularly assesses the Company’s cost structure and is also continually adjusting plans and production schedules in light of sales trends, the macro-economic environment and other demand indicators, and the possibility exists that we may determine further plant closings, restructurings and workforce reductions are necessary, some of which may be significant.

 

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5.  INVENTORIES

Inventories consisted of the following:

 

     December 31,  
     2011      2010  

FIFO cost:

     

Raw materials

   $ 39,209       $ 28,831   

Work in progress

     3,853         2,640   

Finished products

     65,627         49,659   
  

 

 

    

 

 

 

Total

   $ 108,689       $ 81,130   
  

 

 

    

 

 

 

6.  ACCRUED LIABILITIES

Accrued liabilities consisted of the following:

 

     December 31,  
     2011      2010  

Salaries, wages and employee benefits

   $ 8,825       $ 7,084   

Sales incentives

     10,460         9,092   

Interest

     9,382         9,537   

Other

     7,095         4,480   
  

 

 

    

 

 

 

Total

   $ 35,762       $ 30,193   
  

 

 

    

 

 

 

7.  DEBT

Total borrowings were as follows:

 

     December 31,  
     2011     2010  

Revolving credit facility expiring October 1, 2016

   $ 30,000      $ —     

9% Senior Notes due February 15, 2018, including unamortized discount of $2,735 and $3,185, respectively

     272,265        271,815   

Capital lease obligations

     836        12   
  

 

 

   

 

 

 
     303,101        271,827   

Less current portion

     (166     (7
  

 

 

   

 

 

 

Long-term debt

   $ 302,935      $ 271,820   
  

 

 

   

 

 

 

Revolving Credit Facility

On August 4, 2011, we entered into a new $250,000, five-year revolving credit facility agreement, with an accordion feature that allows us to increase our borrowings by an additional $50,000 (the “Revolving Credit Facility”). The Revolving Credit Facility replaced a $200,000 revolving credit facility which was scheduled to expire in April of 2012. The Revolving Credit Facility, which expires on October 1, 2016, is an asset-based loan facility, with a $20,000 Canadian facility sublimit, and which is secured by substantially all of our assets, as further detailed below. We incurred $1,500 in fees and direct costs related to negotiating the Revolving Credit Facility. These respective fees and costs are being amortized over the life of the revolver. At December 31, 2011, we had $30,000 in borrowings under the facility, with $120,288 in remaining excess availability.

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 0.5% and the lender’s prime rate) plus a range of 0.25% to 0.75%

 

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or the Eurodollar rate plus a range of 1.50% to 2.00%, in each case based on quarterly average excess availability under the Revolving Credit Facility. In addition, we pay an unused line fee of between 0.25% and 0.50% based on quarterly average excess availability pursuant to the terms of the Revolving Credit Facility. Our effective interest rate for borrowings made under the Revolving Credit Facility was 3.07% in 2011, as compared to 2.47% in 2010.

Pursuant to the terms of the Revolving Credit Facility, we are required to maintain a fixed charge covenant ratio of not less than 1.0 to 1.0 for any month during which our excess availability under the Revolving Credit Facility falls below $30,000. Borrowing availability under the Revolving Credit Facility is limited to the lesser of (1) $250,000 or (2) the sum of 85% of eligible accounts receivable, 70% of eligible inventory, with a maximum amount of borrowing-base availability which may be generated from inventory of $150,000 for the U.S. portion and $12,000 Canadian for the Canadian portion, and an advance rate to be 75% of certain appraised real estate and 85% of certain appraised equipment and capped at $62,500, with a $15,000 sublimit for letters of credit. Our current availability does not include additional availability that may be generated by adding real estate and certain equipment to the borrowing base.

The Revolving Credit Facility is guaranteed by CCI International Inc. (“CCI International”), TRC (excluding TRC’s 100%-owned foreign subsidiary, TRC Honduras, S.A. de C.V.) and Patco Electronics (“Patco”), each of which are 100%-owned domestic subsidiaries, and is secured by substantially all of our assets and the assets of each of CCI International, TRC and Patco, including accounts receivable, inventory and any other tangible and intangible assets (including real estate, machinery and equipment and intellectual property) as well as by a pledge of all the capital stock of CCI International, TRC and Patco and 65% of the capital stock of our Canadian foreign subsidiary, but not our Chinese 100%-owned entity.

As of December 31, 2011, we were in compliance with all of the covenants of our Revolving Credit Facility.

9% Senior Notes due 2018 (“Senior Notes”)

Our Senior Notes mature on February 15, 2018 and have an aggregate principal amount of $275,000 and a 9% coupon rate. Interest payments are due on February 15th and August 15th.

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 transaction with affiliates. Additionally, all our domestic restricted subsidiaries that guarantee the Revolving Credit Facility are required under the Indenture to guarantee our obligations under the Senior Notes. Following our entry into the new Revolving Credit Facility, TRC and Patco became subsidiary guarantors of the Senior Notes.

Our Senior Notes were issued at a discount in 2010, resulting in proceeds of less than par value. This discount is being amortized to par value over the remaining term of the Senior Notes. As of December 31, 2011, we were in compliance with all of the covenants of our Senior Notes.

 

Senior Notes

  

December 31, 2011

    

Face Value

   $275,000   

Fair Value

   $278,094   

Interest Rate

   9%   

Interest Payment

  

Semi-Annually

February 15th and

August 15th

  

Maturity Date

   February 15, 2018   

Guarantee

  

Jointly and severally guaranteed fully and unconditionally by our 100% owned subsidiaries, CCI International, Inc.,

Patco and TRC

 

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     Beginning Date      Percentage  
Optional redemption (1)(2)      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).
(2) In addition, the Company may, at its option, use the net cash proceeds from a public equity offering, to redeem up to 35% of the aggregate principal amount of the Senior Notes at a redemption price equal to 109.00% of the principal amount, plus accrued and unpaid interest if completed before February 15, 2013.

At December 31, 2011, annual maturities of long-term debt for each of the next five years and thereafter are shown in the below table.

 

2012

   $ 166   

2013

     168   

2014

     169   

2015

     172   

2016

     161   

Subsequent to 2016

     275,000   
  

 

 

 

Total debt maturities

     275,836   

Revolving Credit Facility

     30,000   

Unamortized discount on long-term debt

     (2,735
  

 

 

 

Total debt

   $ 303,101   
  

 

 

 

Our Indenture governing the Senior Notes and Revolving Credit Facility contains covenants that limit our ability to pay dividends.

 

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Debt Issue Costs

We have incurred debt issuance costs in connection with our 2018 Senior Note issuances and our Revolving Credit Facility, including amendment fees related to the Revolving Credit Facility. These fees are being amortized over the remaining term of the senior notes and Revolving Credit Facility, respectively. Amortization of debt issuance costs was $1,510 and $1,766 in 2011 and 2010, respectively.

8.  INCOME TAXES

Our income before income taxes includes the following components:

 

     2011      2010  

Income before income taxes

     

U.S

   $ 21,822       $ 1,341   

Foreign

     3,601         3,869   
  

 

 

    

 

 

 

Total income

   $ 25,423       $ 5,210   
  

 

 

    

 

 

 

The provision for income tax expense (benefit) consists of the following:

 

     2011      2010  

Current tax expense

   $ 6,380       $ 2,397   

Deferred income tax expense (benefit)

     1,602         (914
  

 

 

    

 

 

 

Total income tax expense

   $ 7,982       $ 1,483   
  

 

 

    

 

 

 

Our current tax expense for 2011 consisted of US and foreign current tax amounts of $5,736 and $644 respectively, and our deferred tax expense for 2011 consisted of US and foreign deferred tax amounts of $1,495, and $107 respectively.

Our current tax expense for 2010 consisted of US and foreign current tax amounts of $1,335 and $1,062 respectively, and our deferred tax expense (benefit) for 2010 consisted of US and foreign deferred tax amounts of $(1,029), and $115 respectively.

Our deferred taxes result primarily from the tax effect of differences between the financial and tax basis of assets and liabilities based on enacted tax laws. Valuation allowances, if necessary, are provided against deferred tax assets that are not likely to be realized. We believe our deferred tax assets will be fully utilized based on projections for future earnings and tax planning strategies. Additionally, we believe our income tax filing positions and deductions will be sustained and, thus, we have not recorded any reserves related to our deferred tax assets, or related accruals for interest and penalties, or uncertain income tax positions under the accounting guidance at either December 31, 2011 or 2010.

 

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Significant components of deferred tax assets and liabilities as of December 31, 2011 and 2010 are as follows:

 

     2011     2010  

Deferred tax assets:

    

Reserves not deducted for tax:

    

Allowances for uncollectible accounts

   $ 577      $ 431   

Legal reserves

     133        155   

Inventories

     2,013        1,367   

Employee benefits

     773        570   

Insurance receivable

     —          616   

Tax credits

     442        822   

Stock-based compensation

     5,018        4,378   

Other

     1,386        1,726   

Deferred tax liabilities:

    

Depreciation and amortization

     (11,829     (7,244

Other

     (1,285     (944
  

 

 

   

 

 

 

Net deferred tax asset (liability)

   $ (2,772   $ 1,877   
  

 

 

   

 

 

 

The reconciliation between income tax amounts at the statutory tax rate to income tax expense recorded on our consolidated income statement is as follows:

 

     2011     2010  

Income taxes at federal statutory rate

   $ 8,899      $ 1,824   

Increase (decrease) in income taxes resulting from:

    

State tax benefit (net of federal tax effect)

     1,010        81   

Foreign tax rate differential

     (509     —     

Section 199 deduction

     (492     (179

Tax credit

     (451     (309
    

Other

     (475     66   
  

 

 

   

 

 

 

Income taxes

   $ 7,982      $ 1,483   
  

 

 

   

 

 

 

We are subject to taxation in the U.S. and various states and foreign jurisdictions. We provide for U.S. deferred taxes and foreign withholding tax on undistributed earnings not considered permanently reinvested in our Canadian subsidiary. We do not provide for deferred taxes on the excess of the financial reporting basis over the tax basis in our investment in our Honduran subsidiary, which totaled $7,816 as of December 31, 2011, as we consider this investment permanent in duration. Accordingly, the corresponding estimate of additional deferred taxes related thereto that have not been provided for as of December 31, 2011 is approximately $2,735. At December 31, 2011, we had $1,542 in cash held in Honduras. If transferred, the Company would have to accrue and pay taxes on the amount repatriated. The Company does not currently intend to repatriate any of the funds held in Honduras.

Our state and foreign income tax returns for the tax years 2005 and later remain subject to examination by various state and foreign taxing authorities. The Internal Revenue Service has completed reviews of our federal income tax returns through 2009.

 

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9.  COMMITMENTS AND CONTINGENCIES

Capital and 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 $6,308 and $5,910 for 2011 and 2010, respectively. Minimum future lease payments under capital and operating leases, with non-cancelable initial lease terms in excess of one year as of December 31, 2011, were as follows:

 

     Capital
Leases
     Operating
Leases
 

2012

   $ 181       $ 6,016   

2013

     179         4,482   

2014

     177         3,486   

2015

     177         2,934   

2016

     162         2,600   

After 2016

     —           4,373   
  

 

 

    

 

 

 

Total

   $ 876       $ 23,891   
     

 

 

 

Less: Amounts representing interest

     40      
  

 

 

    

Present value of future minimum lease payments

     836      

Less: Current obligations under capital leases

     166      
  

 

 

    

Long-term obligations under capital leases

   $ 670      
  

 

 

    

We record our obligation under capital leases within debt in the accompanying consolidated balance sheets (see Note 7). The gross amount of assets recorded under capital leases as of December 31, 2011 and 2010 was $1,729 and $885, respectively. Accumulated depreciation was $881 and $861 at December 31, 2011 and 2010, respectively. We depreciate these assets over the shorter of their related lease terms or estimated useful lives.

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 groundwaters 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 (“CERCLA”).

In 2004, along with other “potentially responsible parties” (“PRPs”), we entered into a joint and several 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 December 31, 2011 and December 31, 2010, we had a $341 and $400 accrual, respectively, recorded for this liability.

Although no assurances are possible, we believe that our accruals related to the environmental litigation and other claims are sufficient and that these items and our rights to available insurance and indemnities will be resolved without material effect on our financial position, results of operations or cash flows.

 

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10.  DERIVATIVES

We are exposed to certain commodity price risks including fluctuations in the price of copper. From time-to-time, we enter into copper futures contracts to mitigate the potential impact of fluctuations in the price of copper on our pricing terms with certain customers. We recognize all of our derivative instruments on our balance sheet at fair value, and record changes in the fair value of such contracts within cost of goods sold in the statement of operations as they occur unless specific hedge accounting criteria are met. We had no hedge positions at December 31, 2011 to which hedge accounting was applied. Cash settlements related to derivatives are included in the operating section of the consolidated statement of cash flows.

As our derivatives are part of a legally enforceable master netting agreement, for purposes of presentation within our consolidated balance sheets, gross values are netted and classified within Prepaid expenses and other current assets or Accrued liabilities depending upon our aggregate net position at the balance sheet date.

 

Commodity Derivatives    Contract Position
(In Total Pounds)
            Fair Value  
     Long      Short      Cash Collateral
Posted
     Asset      Liability  

Copper futures contracts outstanding as of (1):

              

Period ended December 31, 2011

     450         625       $ 113       $ —         $ 5   

Period ended December 31, 2010

     —           875         1,249         —           509   

 

(1) All of our copper futures contracts mature in less than three months and are tied to the price of copper on the COMEX and, accordingly, the value of such futures contracts changes directly in relation thereto.

As of December 31, 2011 and 2010, no cumulative losses or gains existed in Other Comprehensive Income (“OCI”). As hedge accounting has not been applied to any of our open hedges at December 31, 2011, no associated losses or gains have been recorded within OCI.

 

Derivatives Not Accounted for as Hedges Under the Accounting Rules

   Gain
(Loss)
Recognized

in Income
    Location of Loss
Recognized in Income
 

Copper commodity contracts:

    

Year Ended December 31, 2011

   $ 572        Cost of goods sold   

Year Ended December 31, 2010

     (1,264     Cost of goods sold   

11.  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 time-based vesting restricted stock, as such awards contain non-forfeitable rights to dividends. Security holders are not obligated to fund the Company’s losses, and therefore participating securities are not allocated a portion of these losses in periods where a net loss is recorded. As of December 31, 2011, there were 282 shares of time-based vesting restricted stock outstanding.

 

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For the respective years ended December 31, 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:

 

     Year Ended December 31,  

Components of Basic and Diluted Earnings per Share

       2011             2010      

Basic EPS Numerator:

    

Net income

   $ 17,441      $ 3,727   

Less: Earnings allocated to participating securities

     (283     (87
  

 

 

   

 

 

 

Net income allocated to common shareholders

   $ 17,158      $ 3,640   
  

 

 

   

 

 

 

Basic EPS Denominator:

    

Weighted average shares outstanding

     17,090        16,925   

Basic earnings per common share

   $ 1.00      $ 0.22   

Diluted EPS Numerator:

    

Net income

   $ 17,441      $ 3,727   

Less: Earnings allocated to participating securities

     (279     (87
  

 

 

   

 

 

 

Net income allocated to common shareholders

   $ 17,162      $ 3,640   
  

 

 

   

 

 

 

Diluted EPS Denominator:

    

Weighted average shares outstanding

     17,090        16,925   

Dilutive common shares issuable upon exercise of stock options

     220        66   
  

 

 

   

 

 

 

Diluted weighted average shares outstanding

     17,310        16,991   
  

 

 

   

 

 

 

Diluted earnings per common share

   $ 0.99      $ 0.21   

To the extent stock options and awards are anti-dilutive, they are excluded from the calculation of diluted weighted average shares outstanding. Awards with respect to 771 and 1,121 common shares were not included in the computation of diluted earnings per share for 2011 and 2010, respectively, because they were anti-dilutive.

12.  SHAREHOLDER’S 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. In April 2008, an amended and restated plan was approved by shareholders that, among other things, added stock appreciation rights, restricted or unvested stock, restricted stock units, performance shares, performance units and incentive performance bonuses as available awards under the plan. In April 2011, this existing plan was amended to among other things, expanded the number of awards that may be issued, equal to 2,940 shares of stock. Total stock-based compensation expense was $3,173 and $2,575 in 2011 and 2010, respectively. At December 31, 2011, there was $763 of total unrecognized compensation cost related to nonvested share-based compensation arrangements that we expect will vest and be recognized over a weighted-average period of 1.28 years.

Stock Options

No stock options were issued in 2011.

In 2010, we granted 150 in stock options which have a ten-year life and vest over a four-year period in three equal installments beginning two years from the date of grant. We utilize the fair value method in accounting for stock-compensation expense, estimating the fair value of options granted under our plan at each related grant date using a Black-Scholes option-pricing model. Historically, we have determined the value of all stock options

 

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using the simplified method, as prescribed in the accounting guidance, due to our lack of sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term and due to the limited period of time our equity shares have been publically traded.

The following table sets forth information about the weighted-average fair value of options granted during 2010, and the weighted-average assumptions used for such grants:

 

     2010

Fair value of options at grant date (per share)

   $3.30

Dividend yield

   0%

Expected volatility

   88.5%

Risk-free interest rate

   2.70%

Expected term of options

   6 years

Changes in stock options for 2011 were as follows:

 

     Shares     Weighted-
Average

Exercise
Price
     Weighted-Average
Remaining
Contractual
Terms
     Aggregate
Intrinsic
Value
 

Outstanding on January 1, 2011

     1,408      $ 11.03         6.8       $ 936   

Granted

     —          —           —           —     

Exercised

     (15     —           —           —     

Forfeited or expired

     (2     18.27         5.2      
  

 

 

   

 

 

       

Outstanding on December 31, 2011

     1,391      $ 11.07         5.8       $ 2,012   
  

 

 

   

 

 

       

At December 31, 2011:

          

Vested or expected to vest

     1,374      $ 11.15         5.8         1,941   

Exercisable

     374        6.24         6.5         891   

Intrinsic value for stock options is defined as the difference between the current market value of the Company’s 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. We have no policy or plan to repurchase common shares to mitigate the dilutive impact of options.

Additional information regarding options outstanding as of December 31, 2011 is as follows:

 

Range of Exercise Prices

   Options
Outstanding
     Weighted-
Average

Exercise
Price
     Weighted-Average
Remaining
Contractual
Terms
 

$0-$10

     620       $ 5.45         7.02   

$10-$20

     716       $ 14.97         4.79   

$20-$25

     55       $ 23.62         5.36   

Stock Awards

In January 2011, the Company awarded unvested common shares to members of its Board of Directors. In total, non-management board members were awarded 89 unvested shares with an approximate aggregate fair value of $560. For the year ended December 31, 2010, the Company awarded non-management board members 166 unvested common shares with an approximate aggregate fair value of $557. 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.

 

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Changes in nonvested shares for 2011 were as follows:

 

     Shares     Weighted-Average
Grant-Date
Fair Value
 

Nonvested at January 1, 2011

     923      $ 4.09   

Granted

     89        6.32   

Vested

     (303     4.29   

Forfeited

     (27 )     4.54   
  

 

 

   

 

 

 

Nonvested at December 31, 2011

     682      $ 4.28   
  

 

 

   

 

 

 

In the first quarter of 2010, 517 performance shares were granted to certain members of management. These performance shares are convertible to stock, on a one-to-one basis, contingent upon future stock price performance. If, at any time up to ten years after the date of grant, the Company’s common stock attains three separate incrementally increasing stock price goals beginning with a price representing approximately 350% of the average stock price on the date of grant, a portion of the awards will vest. On July 7, 2011, the first tranche of shares reached their vesting price. As a result, 117 shares of common stock were issued on the respective date.

In addition, in the first quarter of 2010, 258 performance shares that settled in cash rather than stock were also granted to certain members of management. If, at any time up to ten years after the date of grant, the Company’s common stock attains three separate incrementally increasing stock price goals beginning with a price representing approximately 350% of the average stock price on the date of grant, a portion of the awards will vest. On July 7, 2011, the first tranche of these shares reached their vesting price. Accordingly, the equivalent of 58 shares of common stock were paid in cash on the respective date. The cash-settled shares are re-measured each balance sheet date using a Monte Carlo model and recorded as a liability. At December 31, 2011, these cash-settled shares were measured using an assumption of 90.8% volatility, and a risk-free rate of 1.56%, resulting in an estimated aggregate fair value of approximately $2,470, which is recorded to the stock compensation liability over the estimated derived service period (also estimated using a Monte Carlo model), which was approximately 0.9 years as of December 31, 2011.

Treasury Stock

On August 3, 2011, our Board of Directors authorized a two-year stock repurchase plan pursuant to which up to 500 shares of the Company’s common stock are authorized to be purchased in open market or privately-negotiated transactions. In 2011, we repurchased 320 shares at a total cost of $2,789, including commissions. There can be no assurance that any additional share repurchases will be made. The number of shares actually purchased in future periods will depend on various factors, including limitations imposed by the Company’s debt instruments, the price of our common stock, overall market and business conditions, and management’s assessment of competing alternatives for capital deployment.

13.  RELATED PARTIES

We lease our corporate office facility from certain members of our Board of Directors and executive management, and we made rental payments of $475 and $330 in 2011 and 2010, respectively. In addition, we lease three manufacturing facilities from an entity in which one of our executive officers has a substantial minority interest, and we paid a total of $1,105 and $1,176 in 2011 and 2010, respectively. On January 16, 2012, we purchased these three manufacturing facilities for $6,505.

 

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14.  BENEFIT PLANS

Employee Savings Plan

We provide defined contribution savings plans for employees meeting certain age and service requirements. Considering such matching contributions, we recorded expenses totaling $1,075 and $952, related to these savings plans during 2011 and 2010, respectively.

Riblet Pension Plan

As a result of its merger with Riblet Products Corporation (“Riblet”) in 2000, the Company is responsible for a defined-benefit pension plan of Riblet. The Riblet plan was frozen in 1990 and no additional benefits have been earned by plan participants since that time. A total of 81 former employees of Riblet currently receive or may be eligible to receive future benefits under the plan.

As of December 31, 2011, the plan had total assets of $1,561 and a benefit obligation of $1,093. The resulting funded status is $468.

For the years ended December 31, 2011 and 2010, we recorded net period pension income of $58 and $33, respectively.

The table below presents the Riblet plan assets using the fair value hierarchy, as of the periods ending December 31, 2011 and December 31, 2010. The plan’s investments are held in the form of cash, group fixed and variable deferred annuities, real estate, and other investments.

 

     Fair Value Measurement  
     December 31, 2011      December 31, 2010  
     Level 1      Level 2      Level 3      Total      Level 1      Level 2      Level 3      Total  

Cash and other mutual funds

   $ 8       $ 494      $ —         $ 502       $ 25       $ 148      $ —         $ 173   

Equity securities

     —           789        —           789         —           611        —           611   

Fixed-income Securities

     —           270        —           270        —           843        —           843   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 8       $ 1,553      $ —         $ 1,561       $ 25       $ 1,602      $ —         $ 1,627   

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 December 31, 2011 and December 31, 2010, we utilized Level 1 inputs to determine the fair value of cash and cash equivalents, derivatives, and equity securities. There were no transfers of assets between levels for year ended December 31, 2011.

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.

 

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Financial assets measured at fair value on a recurring basis are summarized below:

 

    Fair Value Measurement  
    December 31, 2011     December 31, 2010  
    Level 1     Level 2     Level 3     Fair Value     Level 1     Level 2     Level 3     Fair Value  

Assets:

               

Cash & Cash Equivalents

  $ 9,746      $ —        $ —        $ 9,746      $ 33,454      $ —        $ —        $ 33,454   

Derivative Assets, Net of Collateral

    108        —          —          108        740        —          —          740   

Available for Sale Securities

    —          —          —          —          1,243        —          —          1,243   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 9,854      $ —        $ —        $ 9,854      $ 35,437      $ —        $ —        $ 35,437   

16.  INSURANCE-RELATED SETTLEMENT

In 2005, we experienced a theft of inventory resulting from break-ins at our manufacturing facility in Miami Lakes, Florida, which we have since closed. In 2008, as a result of failing to secure satisfactory settlement of the matter with our insurers, we commenced legal action in regard to this matter and recorded an allowance for the related insurance receivable. Accordingly, we recorded a $1,588 non-cash charge in 2008 that fully reserved the insurance receivable reflected on our consolidated balance sheet for the theft of the related inventory and associated product reels. During the fourth quarter of 2011, we received payment of $1,250 in settlement of this matter. This amount has been recorded within selling, general and administrative expense.

17.  OTHER INCOME (LOSS)

In 2011, we recorded a loss of $300 as compared to a gain of $230 in 2010, reflecting the impact of exchange rate changes on our Canadian subsidiary.

In 2011, in accordance with our purchase accounting relating to TRC, we recorded an accrual of $378, reflecting our best estimate of TRC’s obligation under the terms of an earn-out provision at the time of our acquisition of TRC. During the fourth quarter of 2011, it was determined that this liability was no longer necessary, and the accrual was reversed with a corresponding offset recorded within other income.

18.  BUSINESS SEGMENT INFORMATION

We have three reportable segments: (1) Distribution, (2) Original Equipment Manufacturers (“OEM”) and (3) Other. The Distribution segment serves customers in distribution businesses, who are resellers of our products, while our OEM segment serves our OEM customers, who generally purchase more tailored products from us, which are used as inputs into subassemblies of manufactured finished goods. Our Other segment was created as the direct result of our 2011 acquisition of TRC. We integrated a portion of TRC’s legacy business into our Distribution segment during 2011. The remainder of TRC’s legacy business, primarily its military and specialty vehicle business, has not yet been integrated into our two historic reportable segments, and comprises the Other segment reported herein.

We have aggregated our operating segments, as set forth in the table below, into the above-noted reportable business segments in accordance with the applicable criteria set forth in the relevant accounting rules. Our operating segments have common production processes and manufacturing facilities. Accordingly, we do not identify our net assets to our operating segments. Thus, we do not report capital expenditures at the segment level. Additionally, depreciation expense is not allocated to our segments but is included in our 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 multiple segments, it is impracticable to determine the amount of depreciation expense included in the operating results of each operating segment.

 

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Revenues by business segment represent sales to unaffiliated customers and no one customer or group of customers under common control accounted for more than 10% of consolidated net sales. No sales were made among reportable segments for the periods ended December 31, 2011 and December 31, 2010.

 

End Markets

 

Principal Products

 

Applications

 

Customers

Distribution Segment

     

Retail Distribution

  Extension cords, trouble lights, battery booster cables, battery cables and accessories, surge and strip and electronic cable products   Wide variety of consumer applications   National and regional mass merchandisers, home centers, hardware distributors, warehouse clubs and other consumer retailers

Electrical Distribution

  Industrial power, electronic and communication cables, low voltage wire and assembled products   Construction and industrial MRO applications   Buying groups, national chains and independent distributors

Wire and Cable Distribution

  Industrial power, electronic and communication cables and low voltage wire   Construction and industrial MRO applications   Independent distributors

Industrial Distribution

  Extension cords, ground fault circuit interrupters, industrial cord reels, custom cords, trouble lights, portable halogen lights and electrical/electronic cables   Various commercial construction and industrial applications   Specialty, tool and fastener distributors, MRO/industrial catalog houses and retail/general construction supply houses
  Irrigation, sprinkler and polyethylene golf course cables   Commercial and residential sprinkler systems, low voltage lighting applications and well pumps   Turf and landscape, golf course and submersible pump distributors

OEM Segment

     

OEM

  Custom cables and specialty copper products   Various applications across various OEM businesses   OEMs

Other Segment

     

Other

  Power management and control, intelligent battery systems technology and electrical safety products   Electronic control and measurement devices for the distribution of electric power   Military and military contractors, independent distributers, OEMs

Financial data for the Company’s reportable segments is as follows:

 

     Year Ended December 31,  
           2011                 2010        

Net Sales:

    

Distribution Segment

   $ 632,777      $ 525,274   

OEM Segment

     217,831        178,489   

Other Segment

     16,748        —     
  

 

 

   

 

 

 

Reporting Segment Total

   $ 867,356      $ 703,763   
  

 

 

   

 

 

 

Operating Income:

    

Distribution Segment

   $ 60,885      $ 47,834   

OEM Segment

     15,526        13,089   

Other Segment

     (820     —     
  

 

 

   

 

 

 

Reporting Segment Total

     75,591        60,923   

Corporate

     (22,907     (19,941
  

 

 

   

 

 

 

Consolidated operating income

   $ 52,684      $ 40,982   
  

 

 

   

 

 

 

 

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Table of Contents

Net sales to external customers by our product groups are as follows:

 

     Year Ended December 31,  

Net Sales by Groups of Products

         2011                  2010        
     (In thousands)  

Industrial Wire and Cable

   $ 412,248       $ 328,405   

Assembled Wire and Cable Products

     237,716         196,523   

Electronic Wire

     177,817         154,825   

Fabricated Bare Wire

     39,575         24,010   
  

 

 

    

 

 

 

Total

   $ 867,356       $ 703,763   
  

 

 

    

 

 

 

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.

In 2011 and 2010, our consolidated net sales included a total of $63,742 and $47,673, respectively, of net sales in Canada. In addition, we had a total of approximately $188 and $261 in tangible long-lived assets in Canada at both December 31, 2011 and 2010, respectively. As a result of the TRC acquisition, we had $1,599 in tangible long-lived assets in Honduras at December 31, 2011. In addition, we did not have any significant sales outside of the U.S. and Canada in 2011 or 2010.

19.  SUPPLEMENTAL GUARANTOR INFORMATION

The Senior Notes and the Revolving Credit Facility are instruments of the parent, and are reflected in their respective balance sheets. As of December 31, 2011, our payment obligations under the Senior Notes and the Revolving Credit Facility (see Note 7) were guaranteed by our 100% owned subsidiaries, CCI International, Inc., Patco and TRC (the “Guarantor Subsidiaries”). Such guarantees are full, unconditional, and joint and several. The following unaudited supplemental financial information sets forth, on a combined basis, balance sheets, statements of income and statements of cash flows for Coleman Cable, Inc. (“Parent”) and the Guarantor Subsidiaries. The consolidating financial statements have been prepared on the same basis as the consolidated financial statements of Parent. The equity method of accounting is followed within this financial information.

 

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CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2011

 

     Parent     Guarantor
Subsidiaries
    Non  Guarantor
Subsidiaries
     Eliminations     Total  

Net sales

   $ 814,847      $ 22,998      $ 75,676       $ (46,165   $ 867,356   

Cost of goods sold

     706,810        19,668        64,274         (46,165     744,587   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Gross profit

     108,037        3,330        11,402         —          122,769   

Selling, general and administrative expenses

     49,552        5,648        5,907         —          61,107   

Intangible amortization

     5,619        1,387        19         —          7,025   

Restructuring charges

     324        276        1,353         —          1,953   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Operating (loss) income

     52,542        (3,981     4,123         —          52,684   

Interest expense

     27,861        —          231         —          28,092   

Gain on available for sale securities

     (753     —          —           —          (753

Other loss (income)

     10        (378     290         —          (78
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Income (loss) before income taxes

     25,424        (3,603     3,602         —          25,423   

Income from subsidiaries

     838        —          —           (838     —     

Income tax expense (benefit)

     8,821        (1,590     751         —          7,982   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Net income (loss)

   $ 17,441      $ (2,013   $ 2,851       $ (838   $ 17,441   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2010

 

     Parent     Guarantor
Subsidiaries
     Non  Guarantor
Subsidiaries
    Eliminations     Total  

Net sales

   $ 667,273      $ —         $ 47,673      $ (11,183   $ 703,763   

Cost of goods sold

     579,548        —           38,369        (11,183     606,734   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Gross profit

     87,725        —           9,304        —          97,029   

Selling, general and administrative expenses

     41,557        —           5,387        —          46,944   

Intangible amortization

     6,783        —           43        —          6,826   

Asset impairments

     324        —           —          —          324   

Restructuring charges

     1,953        —           —          —          1,953   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Operating income

     37,108        —           3,874        —          40,982   

Interest expense

     27,202        —           234        —          27,436   

Loss on extinguishment of debt

     8,566        —           —          —          8,566   

Other income

     (1     —           (229     —          (230
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Income before income taxes

     1,341        —           3,869        —          5,210   

Income from subsidiaries

     2,646        —           —          (2,646     —     

Income tax expense

     260        —           1,223        —          1,483   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Net income

   $ 3,727      $ —         $ 2,646      $ (2,646   $ 3,727   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

 

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CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2011

 

    Parent     Guarantor
Subsidiaries
    Non Guarantor
Subsidiaries
    Eliminations     Total  

ASSETS

         

CURRENT ASSETS:

         

Cash and cash equivalents

  $ 4,086      $ 724      $ 4,936      $ —        $ 9,746   

Accounts receivable — net of allowances

    105,900        3,404       11,263        —          120,567   

Intercompany receivable

    —          10,954       3,459        (14,413 )     —     

Inventories

    98,596        4,662       5,431        —          108,689   

Deferred income taxes

    2,674        595       86        —          3,355   

Assets held for sale

    546        —          —          —          546   

Prepaid expenses and other current assets

    7,039        2,075        1,174        —          10,288   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

    218,841        22,414        26,349        (14,413     253,191   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

PROPERTY, PLANT AND EQUIPMENT, NET

    54,404        2,766       1,787        —          58,957   

GOODWILL

    31,675        23,541       1,508        —          56,724   

INTANGIBLE ASSETS, NET

    21,353        6,901       86        —          28,340   

DEFERRED INCOME TAXES

    58        —          318        —          376   

OTHER ASSETS

    8,016        —          132        —          8,148   

INVESTMENT IN SUBSIDIARIES

    61,724        —          —          (61,724     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL ASSETS

  $ 396,071      $ 55,622      $ 30,180      $ (76,137   $ 405,736   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

         

CURRENT LIABILITIES:

         

Current portion of long-term debt

  $ 166      $ —        $ —        $ —        $ 166   

Accounts payable

    25,154        473        3,454        —          29,081   

Intercompany payable

    2,552        3,459        8,402        (14,413     —     

Accrued liabilities

    30,154        927        4,681        —          35,762   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

    58,026        4,859        16,537        (14,413     65,009   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

LONG-TERM DEBT

    302,935        —          —          —          302,935   

OTHER LONG-TERM LIABILITIES

    3,184        —          10       —          3,194   

DEFERRED INCOME TAXES

    3,831        2,672        —          —          6,503   

SHAREHOLDERS’ EQUITY:

         

Common stock

    17        —          928        (928     17   

Treasury Stock

    (2,789     —          —          —          (2,789

Additional paid-in capital

    92,871        50,104       1,475        (51,579     92,871   

Retained earnings (accumulated deficit)

    (61,819     (2,013     11,423        (9,410     (61,819

Accumulated other comprehensive loss

    (185     —          (193     193        (185
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total shareholders’ equity

    28,095        48,091       13,633        (61,724     28,095   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

  $ 396,071      $ 55,622      $ 30,180      $ (76,137   $ 405,736   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2010

 

    Parent     Guarantor
Subsidiaries
    Non  Guarantor
Subsidiaries
    Eliminations     Total  

ASSETS

         

CURRENT ASSETS:

         

Cash and cash equivalents

  $ 30,493      $ 77      $ 2,884      $ —        $ 33,454   

Accounts receivable, net of allowances

    100,285        —          10,489        —          110,774   

Intercompany receivable

    2,188        —          —          (2,188     —     

Inventories

    75,001        —          6,129        —          81,130   

Deferred income taxes

    3,008        —          163        —          3,171   

Assets held for sale

    546        —          —          —          546   

Prepaid expenses and other current assets

    8,340        1        778        (5,358     3,761   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

    219,861        78        20,443        (7,546     232,836   

PROPERTY, PLANT AND EQUIPMENT, NET

    45,470        —          261        —          45,731   

GOODWILL

    27,598        —          1,536        —          29,134   

INTANGIBLE ASSETS

    23,657        —          107        —          23,764   

DEFERRED INCOME TAXES

    —          —          301        —          301   

OTHER ASSETS

    9,345        —          —          —          9,345   

INVESTMENT IN SUBSIDIARIES

    9,538        —          —          (9,538     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL ASSETS

  $ 335,469      $ 78      $ 22,648      $ (17,084   $ 341,111   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

         

CURRENT LIABILITIES:

         

Current portion of long-term debt

  $ 7      $ —        $ —        $ —        $ 7   

Accounts payable

    19,075        —          2,941        —          22,016   

Intercompany payable

      73        2,115        (2,188     —     

Accrued liabilities

    27,492        5        2,696        —          30,193   

Other liabilities

    —          —          5,358        (5,358     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

    46,574        78        13,110        (7,546     52,216   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

LONG-TERM DEBT

    271,820        —          —          —          271,820   

OTHER LONG-TERM LIABILITIES

    4,258        —          —          —          4,258   

DEFERRED INCOME TAXES

    1,595        —          —          —          1,595   

Common stock

    17        —          —          —          17   

Additional paid in capital

    90,483        —          1,000        (1,000     90,483   

Retained earnings (accumulated deficit)

    (79,260     —          8,572        (8,572     (79,260

Accumulated other comprehensive loss

    (18     —          (34     34        (18
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total shareholders’ equity

    11,222        —          9,538        (9,538     11,222   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

  $ 335,469      $ 78      $ 22,648      $ (17,084   $ 341,111   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2011

 

    Parent     Guarantor
Subsidiaries
    Non Guarantor
Subsidiaries
    Eliminations     Total  

CASH FLOW FROM OPERATING ACTIVITIES:

         

Net income (loss)

  $ 17,441      $ (2,013 )   $ 2,851      $ (838   $ 17,441   

Adjustments to reconcile net income (loss) to net cash flow from operating activities:

         

Depreciation and amortization

    18,706        1,980        389        —          21,075   

Stock-based compensation

    3,173        —          —          —          3,173   

Foreign currency transaction loss

    10        —          290        —          300   

Gain on available for sale securities

    (753     —          —          —          (753

Excess tax benefits from stock-based compensation

    (512     —          —          —          (512

Deferred taxes

    2,309        (861     108        —          1,556   

Loss on disposal of fixed assets

    236        12        2       —          250   

Equity in consolidated subsidiaries

    (838     —          —          838        —     

Changes in operating assets and liabilities:

         

Accounts receivable

    (3,491     669       (702     —          (3,524

Inventories

    (18,835     548       4,355        —          (13,932

Prepaid expenses and other assets

    (4,137     (866     (256     —          (5,259

Accounts payable

    5,001        (1,518     (323     —          3,160   

Intercompany accounts

    7,122        1,420        (8,542     —          —     

Accrued liabilities

    712        (536     1,785        —          1,961   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash flow from operating activities

    26,144        (1,165     (43     —          24,936   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

CASH FLOW FROM INVESTING ACTIVITIES:

         

Capital expenditures

    (14,493     (509     (31 )     —          (15,033

Proceeds from sale of fixed assets

    11        —          —          —          11   

Acquisition of businesses, net of cash acquired

    (64,425     2,321       2,881        —          (59,223
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash flow from investing activities

    (78,907     1,812       2,850        —          (74,245
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

CASH FLOW FROM FINANCING ACTIVITIES:

         

Borrowings under revolving loan facilities

    244,599        —          —          —          244,599   

Repayments under revolving loan facilities

    (214,599     —          —          —          (214,599

Payment of debt financing and amendment fees

    (1,435     —          (65 )     —          (1,500

Treasury stock purchases

    (2,789     —          —          —          (2,789

Excess tax benefits from stock-based compensation

    512        —          —          —          512   

Proceeds from option exercises

    87        —          —          —          87   

Repayment of long-term debt

    (19     —          —          —          (19
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash flow from financing activities

    26,356        —          (65 )     —          26,291   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Effect of exchange rate on cash and cash equivalents

    —          —          (690     —          (690

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

    (26,407     647        2,052        —          (23,708

CASH AND CASH EQUIVALENTS — Beginning of period

    30,493        77        2,884              33,454   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS — End of period

  $ 4,086      $ 724      $ 4,936      $ —        $ 9,746   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

NONCASH ACTIVITY

         

Unpaid capital expenditures

    1,709        —          —          —          1,709   

Capital lease obligation

    836        —          —          —          836   

SUPPLEMENTAL CASH FLOW INFORMATION

         

Income taxes paid, net

    9,902        —          788        —          10,690   

Cash interest paid

    26,442        —          19        —          26,461   

 

F-36


Table of Contents

CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2010

 

    Parent     Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations     Total  

CASH FLOW FROM OPERATING ACTIVITIES:

         

Net income

  $ 3,727      $ —        $ 2,646      $ (2,646   $ 3,727   

Adjustments to reconcile net income to net cash flow from operating activities:

         

Depreciation and amortization

    19,886        —          191        —          20,077   

Stock-based compensation

    2,575        —          —          —          2,575   

Foreign currency transaction gain

    (1     —          (229     —          (230

Loss on extinguishment of Senior Notes

    8,566        —          —          —          8,566   

Asset impairments

    324        —          —          —          324   

Deferred tax

    (1,029     —          115        —          (914

Loss on disposal of fixed assets

    608        —          —          —          608   

Equity in consolidated subsidiary

    (2,646     —          —          2,646        —     

Changes in operating assets and liabilities:

         

Accounts receivable

    (21,381     —          (3,297     —          (24,678

Inventories

    (13,723     —          (1,205     —          (14,928

Prepaid expenses and other assets

    1,516        11        808        —          2,335   

Accounts payable

    3,354        —          518        —          3,872   

Intercompany accounts

    (512     17        495        —          —     

Accrued liabilities

    6,975        (8     (1,217     —          5,750   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash flow from operating activities

    8,239        20        (1,175     —          7,084   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

CASH FLOW FROM INVESTING ACTIVITIES:

         

Capital expenditures

    (6,383     —          —          —          (6,383

Purchase of investments

    (1,577     —          —          —          (1,577

Proceeds from the disposal of fixed assets

    2,894        —          —          —          2,894   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash flow from investing activities

    (5,066     —          —          —          (5,066
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

CASH FLOW FROM FINANCING ACTIVITIES:

         

Borrowings under revolving loan facilities

    34,961        —          —          —          34,961   

Repayments under revolving loan facilities

    (45,200     —          —          —          (45,200

Payment of debt financing and amendment fees

    (6,706     —          —          —          (6,706

Repayment of long-term debt

    (231,664     —          —          —          (231,664

Proceeds from the issuance of 2018 Senior Notes, net of discount

    271,911        —          —          —          271,911   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash flow from financing activities

    23,302        —          —          —          23,302   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

    —          —          535        —          535   

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

    26,475        20        (640     —          25,855   

CASH AND CASH EQUIVALENTS — Beginning of year

    4,018        57        3,524        —          7,599   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS — End of year

  $ 30,493      $ 77      $ 2,884      $ —        $ 33,454   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

NONCASH ACTIVITY

         

Capital lease obligations

  $ 10      $ —        $ —        $ —        $ 10   

Unpaid capital expenditures

    640        —          —          —          640   

SUPPLEMENTAL CASH FLOW INFORMATION

         

Income taxes paid (refunded), net

  $ (755     —        $ 1,049        —        $ 294   

Cash interest paid

    22,208        —          —          —          22,208   

 

F-37


Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 on this 12th day of March 2012.

 

COLEMAN CABLE, INC
By  

/s/    G. Gary Yetman        

  G. Gary Yetman
  President and Chief Executive Officer

POWER OF ATTORNEY

The undersigned officers and directors of Coleman Cable, Inc. hereby severally constitute G. Gary Yetman and Richard N. Burger and each of them singly our true and lawful attorneys, with full power to them and each of them singly, to sign for us in our names in the capacities indicated below the Annual Report on Form 10-K filed herewith and any and all amendments thereto, and generally do all such things in our name and on our behalf in our capacities as officers and directors to enable Coleman Cable, Inc. to comply with the provisions of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any one of them on this Annual Report on Form 10-K and any and all amendments thereto.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on this 12th day of March 2012.

 

/S/    G. GARY YETMAN        

G. Gary Yetman

  Director, President and Chief Executive Officer

/S/    RICHARD N. BURGER        

Richard N. Burger

  Executive Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer)

/S/    DAVID BISTRICER        

David Bistricer

  Director

/S/    NACHUM STEIN        

Nachum Stein

  Director

/S/    SHMUEL D. LEVINSON        

Shmuel D. Levinson

  Director

/S/    DENIS SPRINGER        

Denis Springer

  Director

/S/    ISAAC NEUBERGER        

Isaac Neuberger

  Director

/S/    HARMON SPOLAN        

Harmon Spolan

  Director

/S/    DENNIS MARTIN        

Dennis Martin

  Director

 

S-1


Table of Contents

Index to Exhibits

 

      2.1         Agreement and Plan of Merger, dated as of March 28, 2011, among Coleman Cable, Inc., Clearwater Acquisition I Inc. and Technology Research Corporation, incorporated by reference to our Current Report on Form 8-K as filed on March 29, 2011.
      3.1         Certificate of Incorporation of Coleman Cable, Inc., as filed with the Delaware Secretary of State on October 10, 2006, incorporated herein by reference to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.
      3.2         Amended and Restated By-Laws of Coleman Cable, Inc., incorporated herein by reference to our Current Report on Form 8-K as filed on May 5, 2009.
      4.2         Registration Rights Agreement, dated October 11, 2006, between Coleman Cable, Inc. and Friedman, Billings, Ramsey & Co., Inc., incorporated herein by reference to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.
      4.3         Indenture, dated February 3, 2010, among Coleman Cable, the guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee (including the Form of 9% Senior Note due 2018 attached as Exhibit A thereto), incorporated herein by reference to our Current Report on Form 8-K filed on February 3, 2011.
      4.4         First Supplemental Indenture, dated August 12, 2011, by and among Technology Research Corporation, Patco Electronics, Inc., Coleman Cable, Inc., CCI International, Inc. and Deutsche Bank National Trust Company incorporated by reference to our Current report on Form 8-K as filed on August 16, 2011.
      4.7         Shareholders Agreement, dated October 11, 2006, between Coleman Cable, Inc. and its Existing Holders, incorporated herein by reference to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.
    10.1         Amended and Restated Credit Agreement, dated April 2, 2007, among Coleman Cable, Inc., certain of its Subsidiaries, the Lenders named therein, and Wachovia Bank, National Association, as administration agent, incorporated herein by reference to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2007.
    10.2         First Amendment to Amended and Restated Credit Agreement, dated November 1, 2007, by and among Coleman Cable, Inc., certain of its Subsidiaries, the Lenders named therein, and Wachovia Bank, National Association, as administrative agent, incorporated herein by reference to our Form 8-K filed on November 2, 2007.
    10.3         Second Amendment to Amended and Restated Credit Agreement, dated June 18, 2010, by and among Coleman Cable, Inc., the Subsidiaries that are signatories thereto, and the lenders that are signatories thereto, incorporated herein by reference to our Current Report on Form 8-K as filed on June 18, 2010.
    10.4         Third Amendment to Amended and Restated Credit Agreement, dated January 19, 2011, by and among Coleman Cable, Inc., the Subsidiaries that are signatories thereto, and the lenders that are signatories thereto, incorporated herein by reference to our Current Report on Form 8-K as filed on January 20, 2011.
    10.5         Lease, dated September 11, 2003, by and between Panattoni Development Company, LLC and Coleman Cable, Inc., as subsequently assumed by HQ2 Properties, LLC pursuant to an Assignment and Assumption of Lease, dated as of August 15, 2005, amended by First Amendment to Lease, dated as of August 15, 2005, by and between HQ2 Properties, LLC and Coleman Cable, Inc., incorporated herein by reference to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2005.

 


Table of Contents
  *10.6         Coleman Cable, Inc. Long-Term Incentive Plan, as amended and restated effective April 28, 2011, incorporated herein by reference to our Current Report on Form 8-K as filed on May 3, 2011.
  *10.7         Form of Non-Qualified Stock Option Agreement Under the Coleman Cable, Inc. Long-Term Incentive Plan, incorporated herein by reference to our Form S-1 filed on November 16, 2006.
  *10.8         Form of Restricted Stock Award Agreement under the Coleman Cable, Inc. Long-Term Incentive Plan, incorporated herein by reference to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.
    10.9         Indemnification Agreement, dated November 13, 2007, by and between Morgan Capital LLC and Coleman Cable, Inc., incorporated herein by reference to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.
  *10.10         Amended and Restated Employment Agreement, dated December 29, 2009, by and between Coleman Cable, Inc. and Richard N. Burger incorporated herein by reference to our Annual Report on Form 10-K for the year ended December 31, 2009.
  *10.11         Amended and Restated Employment Agreement, dated December 29, 2009, between Coleman Cable, Inc. and Richard Carr incorporated herein by reference to our Annual Report on Form 10-K for the year ended December 31, 2009.
  *10.12         Amended and Restated Employment Agreement, dated December 30, 2009, by and between Coleman Cable, Inc. and G. Gary Yetman incorporated herein by reference to our Annual Report on Form 10-K for the year ended December 31, 2009.
  *10.13         Amended and Restated Employment Agreement, dated December 30, 2009, between Coleman Cable, Inc. and Mike Frigo incorporated herein by reference to our Annual Report on Form 10-K for the year ended December 30, 2009.
  *10.14         Form of performance-based restricted stock unit award agreement, incorporated herein by reference to our quarterly report on Form 10-Q for the quarter ended March 31, 2011.
  *10.15         Second Amended and Restated Credit Agreement, dated as of August 4, 2011, by and among Coleman Cable, Inc., Technology Research Corporation and Woods Industries (Canada) Inc., as borrowers, the lenders parties thereto, Wells Fargo Capital Financial LLC as the Administrative Agent, Joint Lead Arranger and Joint Bookrunner, incorporated by reference to our Current Report on Form 8-K as filed on August 10, 2011
    10.16         Lease, dated as of February 1, 2008, by and between Cooperfield, LLC and DJR Ventures, LLC incorporated herein by reference to our quarterly report on Form 10-Q for the quarter ended June 30, 2008.
    10.17         Tax Matters Agreement, dated as of September 30, 2006, between Coleman Cable, Inc. and the shareholders party thereto, incorporated by reference to our quarterly report on Form 10-Q for the quarter ended September 30, 2006.
    21.1         Subsidiaries.
    23.1         Consent of Deloitte & Touche LLP.
    24.1         Power of Attorney (included on signature page of this filing).
    31.1         Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
    31.2         Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 


Table of Contents
    32.1         Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
    101         The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 is formatted in eXtensible Business Reporting Language: (i) consolidated balance sheets as of December 31, 2011 and 2010; (ii) consolidated statements of income for each of the two years in the period ended December 31, 2011; (iii) consolidated statements of changes in shareholders’ equity for each of the two years in the period ended December 31, 2011; (iv) consolidated statements of cash flows for each of the two years in the period ended December 31, 2011; and (iv) notes to the consolidated financial statements.

 

* Denotes management contract or compensatory plan or arrangement.