NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Thousands, except per share data)
(unaudited)
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements include Coleman Cable, Inc. and all of its subsidiaries (the
Company, Coleman, we, us, or our). The condensed consolidated financial statements included herein are unaudited. The preparation of the condensed consolidated financial statements is in
conformity with the rules and regulations of the Securities and Exchange Commission (the SEC) and in accordance with United States generally accepted accounting principles (U.S. GAAP) for interim financial information.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules or regulations. The condensed consolidated financial statements
reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation in conformity with U.S. GAAP. All amounts are in thousands, unless otherwise indicated. The
condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Companys Form 10-K for the fiscal year ended December 31, 2012. The results of
operations for the interim periods should not be considered indicative of results to be expected for the full year.
2. NEW ACCOUNTING PRONOUNCEMENTS
Accounting Standards Update No. 2013-02 Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of
Accumulated Other Comprehensive Income (ASU No. 2013 -02)
ASU No. 2013-02 requires entities to disclose
additional information about reclassification adjustments, including changes in Accumulated Other Comprehensive Income (AOCI) and significant items reclassified out of AOCI. The new disclosure requirements do not amend any existing
requirements for reporting net income or Other Comprehensive Income (OCI). An entity is required to disaggregate the total change of each component of OCI and separately present (1) reclassification adjustments and
(2) current-period OCI. Additionally, the amendments require an entity to present information about significant items reclassified out of AOCI by component either (1) on the face of the statement where net income is presented or
(2) as a separate disclosure in the notes to the financial statements. The ASU does not change the current requirements for interim financial statement reporting or comprehensive income. The amendments are effective for fiscal years, and
interim periods within those years, beginning after December 15, 2012. The Company adopted this provision during the first quarter ended March 31, 2013 and it did not have material impact on the Companys results of operations,
financial position and cash flows.
Accounting Standards Update No. 2012-04 Technical Corrections and Improvements
(ASU No. 2012 -04)
ASU No. 2012-04 contains amendments to clarify the Accounting Standards Codification
(ASC), correct unintended application of guidance, or make minor improvements to the ASC that are not expected to have a significant effect on current accounting practice or create significant administrative cost to most entities.
Additionally, the amendments are intended to make the ASC easier to understand and the fair value measurement guidance easier to apply by eliminating inconsistencies and providing needed clarifications. The amendments that do not have transition
guidance were effective upon issuance. The amendments that are subject to the transition guidance are effective for fiscal periods beginning after December 15, 2012. The Company adopted these amendments during the first quarter ended
March 31, 2013 and they did not have a material impact on the Companys results of operations, financial position, and cash flows.
Accounting Standards Update No. 2011-11 Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities
(ASU No. 2011-11)
ASU No. 2011-11 amends existing guidance by enhancing disclosures required by U.S. GAAP by
requiring improved information about financial instruments and derivative instruments that are either (1) offset in accordance with Section 201-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting
arrangement or similar agreement, irrespective of whether they are offset in accordance with Section 210-20-45 or Section 815-10-45. This information will enable users of an entitys financial statements to evaluate the effect or
potential effect of netting arrangements on an entitys financial position, including the effect or potential effect of rights of setoff associated with certain derivatives, sale and repurchase agreements and reverse sale repurchase agreements,
and securities borrowing and securities lending arrangements. ASU No. 2011-11 requires retrospective application, and it is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. The
Company adopted the provisions in ASU No. 2011-11 and the clarifying amendments included in ASU 2013-01 during the first quarter ended March 31, 2013 and they did not have a material impact on the Companys results of operations,
financial position and cash flows.
8
3. ACQUISITIONS
On May 31, 2012, Coleman, through a 100%-owned subsidiary, completed the acquisition of most of the operating assets (and assumed
certain liabilities) of Watteredge, Inc., (WE) an Ohio corporation that designs, manufactures and sells secondary power connectors, including electric arc furnace cables, resistance welding cables, industrial high-performance copper bus
and accessories, and other high performance power conduction devices and accessories. WE serves the steel, chemical, chlorine, power generation, fiberglass and automotive industries and sells its products and services worldwide. Coleman retained
WEs workforce and has continued all of WEs production at its current manufacturing plant in Avon Lake, Ohio. We believe the acquisition of WE strengthens and provides for greater diversification of our overall portfolio.
The acquisition of the assets of WE was structured as an all-cash transaction valued at approximately $33,922 (equal to a $35,000 preliminary purchase
price adjusted by a $1,078 working capital adjustment). The transaction was funded with proceeds from Colemans existing credit facility. WE has been included as a component of our Engineered Solutions segment reported herein.
Purchase Price Allocations
WE
was accounted for under the purchase method of accounting
.
Accordingly, we have allocated the purchase price to the net assets acquired based on the related estimated fair values at the acquisition date. The expected long-term growth,
increased market position and expected synergies to be generated from the acquisition are the primary factors which gave rise to acquisition price for WE, which resulted in the recognition of goodwill.
The purchase price allocation for WE was finalized during the third quarter of 2012.
The table below summarizes the final allocations of purchase price related to WE.
|
|
|
|
|
|
|
WE
|
|
Accounts receivable
|
|
|
2,720
|
|
Inventories
|
|
|
2,249
|
|
Prepaid expenses and other current assets
|
|
|
59
|
|
Property, plant and equipment
|
|
|
3,363
|
|
Deferred income tax asset
|
|
|
170
|
|
Intangible assets
|
|
|
17,020
|
|
Goodwill
|
|
|
10,742
|
|
Total assets acquired
|
|
|
36,323
|
|
Current liabilities
|
|
|
(2,401
|
)
|
Total liabilities assumed
|
|
|
(2,401
|
)
|
|
|
|
|
|
Net assets acquired
|
|
|
33,922
|
|
All goodwill is deductible for income tax purposes attributable to WE and is allocated to our Engineered Solutions
segment.
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average
Amortization
Period
|
|
|
WE
|
|
Customer relationships
|
|
|
6
|
|
|
$
|
9,000
|
|
Trademarks and trade names
|
|
|
6
|
|
|
|
6,600
|
|
Developed technology
|
|
|
3
|
|
|
|
970
|
|
Backlog
|
|
|
1
|
|
|
|
450
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets
|
|
|
|
|
|
$
|
17,020
|
|
|
|
|
|
|
|
|
|
|
9
Unaudited Selected Pro Forma Financial Information
The following unaudited pro forma financial information summarizes our estimate of combined results of operations assuming that the WE business
combination had taken place on January 1, 2011. The unaudited pro forma combined results of operations were prepared using historical financial information of WE, and we make no representation with respect to the accuracy of such information.
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2012
|
|
Net sales
|
|
$
|
226,758
|
|
Net income
|
|
|
4,068
|
|
4. RESTRUCTURING ACTIVITIES
We incurred restructuring costs of $218 and $333 during the first quarter of 2013 and 2012, respectively. The majority of these charges
related to severance and other closing costs most of which were incurred at facilities closed in prior years.
Our restructuring reserve was
$1,148 as of March 31, 2013, recorded within accrued liabilities and other long-term liabilities, which represents our estimate of the remaining liability existing relative to a closed property under lease and which is equal to our remaining
obligation under such lease reduced by estimated sublease rental income reasonably expected for the properties. Accordingly, the liability may be increased or decreased in future periods as facts and circumstances change, including possible
negotiation of a lease termination, sublease agreement, or changes in the related market in which the property is located. Restructuring expense is not segregated by reportable segment as our operating segments share common production processes and
manufacturing facilities, as discussed in Note 17 below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease Holding
Costs
|
|
|
Severance & Other
Closing
Costs
|
|
|
Total
|
|
BALANCE December 31, 2012
|
|
$
|
1,200
|
|
|
$
|
45
|
|
|
$
|
1,245
|
|
Provision
|
|
|
16
|
|
|
|
202
|
|
|
|
218
|
|
Cash payments
|
|
|
(68
|
)
|
|
|
(247
|
)
|
|
|
(315
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE March 31, 2013
|
|
$
|
1,148
|
|
|
$
|
|
|
|
$
|
1,148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5. INVENTORIES
Inventories consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
March 31,
2013
|
|
|
December 31,
2012
|
|
FIFO cost:
|
|
|
|
|
|
|
|
|
Raw materials
|
|
$
|
48,763
|
|
|
$
|
44,874
|
|
Work in progress
|
|
|
5,557
|
|
|
|
3,391
|
|
Finished products
|
|
|
62,079
|
|
|
|
64,325
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
116,399
|
|
|
$
|
112,590
|
|
|
|
|
|
|
|
|
|
|
10
6. ACCRUED LIABILITIES
Accrued liabilities consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
March 31,
2013
|
|
|
December 31,
2012
|
|
Salaries, wages and employee benefits
|
|
$
|
8,220
|
|
|
$
|
9,597
|
|
Sales incentives
|
|
|
5,811
|
|
|
|
10,694
|
|
Interest
|
|
|
3,216
|
|
|
|
9,427
|
|
Other
|
|
|
10,677
|
|
|
|
8,490
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
27,924
|
|
|
$
|
38,208
|
|
|
|
|
|
|
|
|
|
|
7. DEBT
|
|
|
|
|
|
|
|
|
|
|
March 31,
2013
|
|
|
December 31,
2012
|
|
Revolving Credit Facility expiring October 2016
|
|
$
|
50,000
|
|
|
$
|
50,430
|
|
9% Senior Notes due February 2018, including unamortized discount of $2,173 and $2,286, respectively
|
|
|
272,827
|
|
|
|
272,714
|
|
Capital lease obligations
|
|
|
663
|
|
|
|
695
|
|
|
|
|
|
|
|
|
|
|
|
|
|
323,490
|
|
|
|
323,839
|
|
Less current portion
|
|
|
(35,571
|
)
|
|
|
(35,566
|
)
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
$
|
287,919
|
|
|
$
|
288,273
|
|
|
|
|
|
|
|
|
|
|
Senior Secured Revolving Credit Facility (the Revolving Credit Facility)
At March 31, 2013, we had $50,000 in borrowings under the Revolving Credit Facility, with $138,686 in remaining excess availability. At
December 31, 2012, we had $50,430 in borrowings under the Revolving Credit Facility, with $131,635 in remaining excess availability. The $50,000 in borrowings under the Revolving Credit Facility approximates the fair value of such debt at
March 31, 2013 (Level 2).
The interest rate charged on borrowings under the Revolving Credit Facility is based on our election of either
the base rate (greater of the federal funds rate plus 0.50% and the lenders prime rate) plus a range of 0.25% to 0.75% or the Eurodollar rate plus a range of 1.50% to 2.00%, in each case based on quarterly average excess availability under the
Revolving Credit Facility. In addition, we pay an unused line fee of between 0.25% and 0.50% based on quarterly average excess availability pursuant to the terms of the Revolving Credit Facility.
Pursuant to the terms of the Revolving Credit Facility, we are required to maintain a fixed charge covenant ratio of not less than 1.0 to 1.0 for any
month during which our excess availability under the Revolving Credit Facility falls below $30,000. Borrowing availability under the Revolving Credit Facility is limited to the lesser of (1) $250,000 or (2) the sum of 85% of eligible
accounts receivable, 70% of eligible inventory, with a maximum amount of borrowing-base availability which may be generated from inventory of $150,000 for the U.S. portion and $12,000 Canadian for the Canadian portion, and an advance rate to be 75%
of certain appraised real estate and 85% of certain appraised equipment and capped at $62,500, with a $15,000 sublimit for letters of credit. Our current availability does not include additional availability that may be generated by adding real
estate and certain equipment to the borrowing base.
11
The Revolving Credit Facility is guaranteed by CCI International Inc. (CCI International),
Technology Research Corporation (TRC) (excluding TRCs 100%-owned foreign subsidiary, TRC Honduras, S.A. de C.V.), Patco Electronics (Patco), and WE, each of which are 100%-owned domestic subsidiaries, and is secured by
substantially all of our assets and the assets of each of CCI International, TRC, Patco, and WE including accounts receivable, inventory and any other tangible and intangible assets (including real estate, machinery and equipment and intellectual
property) as well as by a pledge of all the capital stock of CCI International, TRC, Patco, and WE and 65% of the capital stock of our Canadian foreign subsidiary, but not our Chinese 100%-owned entity.
As of March 31, 2013, we were in compliance with all of the covenants of our Revolving Credit Facility.
9% Senior Notes due 2018 (the Senior Notes)
The Indenture relating to our Senior Notes contains customary covenants that limit us and our restricted subsidiaries with respect to, among other things, incurring additional indebtedness, making
restricted payments, creating liens, paying dividends, consolidating, merging or selling substantially all of their assets, entering into sale and leaseback transactions, and entering into transactions with affiliates. Additionally, all our domestic
restricted subsidiaries that guarantee the Revolving Credit Facility are required under the Indenture to guarantee our obligations under the Senior Notes. Following our entry into the Revolving Credit Facility, TRC, Patco and WE became subsidiary
guarantors of the Senior Notes.
Our Senior Notes were issued at a discount in 2010, resulting in proceeds of less than par value. This
discount is being amortized to par value over the remaining term of the Senior Notes. As of March 31, 2013, we were in compliance with all of the covenants of our Senior Notes.
|
|
|
|
|
Senior Notes
|
|
March 31, 2013
|
|
Face Value
|
|
$
|
275,000
|
|
Fair Value (Level 1)
|
|
$
|
298,375
|
|
Interest Rate
|
|
|
9
|
%
|
Interest Payment
|
|
|
Semi-Annually
February 15th and
August 15th
|
|
Maturity Date
|
|
|
February 15, 2018
|
|
|
|
|
Guarantee
|
|
Jointly and severally guaranteed fully and unconditionally by our 100% owned subsidiaries, CCI International, Inc., Patco, TRC, and WE
|
Optional redemption (1)
|
|
|
|
|
|
|
|
|
Beginning Date
|
|
Percentage
|
|
|
|
February 15, 2014
|
|
|
104.50
|
%
|
|
|
February 15, 2015
|
|
|
102.25
|
%
|
|
|
February 15, 2016
|
|
|
100.00
|
%
|
(1)
|
The Company may, at its option, redeem the Senior Notes, in whole at any time or in part from time to time, on or after the above-noted dates and at the above-noted
percentages of the principal amount thereof (plus interest due).
|
12
8. EARNINGS PER SHARE
We compute earnings per share using the two-class method, which is an earnings allocation formula that determines earnings per share
for common stock and participating securities. Our participating securities are our grants of restricted stock, as such awards contain non-forfeitable rights to dividends. Security holders are not obligated to fund the Companys losses, and
therefore, participating securities are not allocated a portion of these losses in periods where a net loss is recorded. As of March 31, 2013 and 2012, the impact of participating securities on net income allocated to common shareholders and
the dilutive effect of share-based awards outstanding on weighted average shares outstanding was as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
March 31,
|
|
|
|
2013
|
|
|
2012
|
|
Components of Basic and Diluted Earnings per Share
|
|
|
|
|
|
|
|
|
Basic EPS Numerator:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
5,251
|
|
|
$
|
3,727
|
|
Less: Earnings allocated to participating securities
|
|
|
(35
|
)
|
|
|
(34
|
)
|
|
|
|
|
|
|
|
|
|
Net income allocated to common shareholders
|
|
$
|
5,216
|
|
|
$
|
3,693
|
|
|
|
|
|
|
|
|
|
|
Basic EPS Denominator:
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
17,093
|
|
|
|
17,072
|
|
Basic earnings per common share
|
|
$
|
0.31
|
|
|
$
|
0.22
|
|
Diluted EPS Numerator:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
5,251
|
|
|
$
|
3,727
|
|
Less: Earnings allocated to participating securities
|
|
|
(35
|
)
|
|
|
(34
|
)
|
|
|
|
|
|
|
|
|
|
Net income allocated to common shareholders
|
|
$
|
5,216
|
|
|
$
|
3,693
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS Denominator:
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
17,093
|
|
|
|
17,072
|
|
Dilutive common shares issuable upon exercise of stock options
|
|
|
247
|
|
|
|
248
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average shares outstanding
|
|
|
17,340
|
|
|
|
17,320
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share
|
|
$
|
0.30
|
|
|
$
|
0.21
|
|
Options
Options with respect to 771 common shares were not included in the computation of diluted earnings per share for the three months ended March 31,
2013 and 2012, because they were antidilutive.
9. SHAREHOLDERS EQUITY
Stock-Based Compensation
The Company has a stock-based compensation plan for its directors, executives and certain key employees under which the grant of stock options and other share-based awards is authorized. We recorded
$1,606 and $598 in stock compensation expense for the three months ended March 31, 2013 and 2012, respectively.
13
Stock Options
No stock options were issued during the first three months of 2013 and 2012.
Changes in stock
options were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Weighted-Average
Exercise
Price
|
|
|
Weighted-Average
Remaining
Contractual
Terms
|
|
|
Aggregate
Intrinsic
Value
|
|
Outstanding January 1, 2013
|
|
|
1,388
|
|
|
$
|
11.09
|
|
|
|
4.8
|
|
|
$
|
2,352
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(27
|
)
|
|
|
6.17
|
|
|
|
|
|
|
|
238
|
|
Forfeited or expired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding March 31, 2013
|
|
|
1,361
|
|
|
|
11.18
|
|
|
|
4.5
|
|
|
|
5,669
|
|
Vested or expected to vest
|
|
|
1,345
|
|
|
|
11.27
|
|
|
|
4.5
|
|
|
|
5,493
|
|
Exercisable
|
|
|
493
|
|
|
|
5.63
|
|
|
|
5.6
|
|
|
|
4,271
|
|
Intrinsic value for stock options is defined as the difference between the current market value of the Companys
common stock and the exercise price of the stock option. When the current market value is less than the exercise price, there is no aggregate intrinsic value. For the period ended March 31, 2013 there were 27 stock option shares exercised.
There were no stock option exercises for the period ended March 31, 2012. As of March 31, 2013 and December 31, 2012, there were 1,345 and 1,372 vested options with an aggregate intrinsic value of $5,493 and $2,271, respectively.
Stock Awards
In the
first quarter of 2013, the Company awarded unvested common shares to non-management members of its Board of Directors. In total, 53 unvested shares were awarded with an approximate aggregate fair value of $500. One-third of the shares vest on the
first, second and third anniversary of the grant date. These awarded shares are participating securities which provide the recipient with both voting rights and, to the extent dividends, if any, are paid by the Company, non-forfeitable dividend
rights with respect to such shares.
Changes in nonvested shares for the first three months of 2013 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Weighted-Average
Grant-Date
Fair Value
|
|
Nonvested at January 1, 2013
|
|
|
558
|
|
|
$
|
$4.79
|
|
Granted
|
|
|
53
|
|
|
|
9.44
|
|
Vested
|
|
|
(94
|
)
|
|
|
5.30
|
|
Forfeited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at March 31, 2013
|
|
|
517
|
|
|
$
|
5.18
|
|
In addition, in the first quarter of 2010, 258 performance shares were granted, which are settled in cash rather than
stock. If, at any time up to ten years after the date of grant, the Companys common stock attains three separate incrementally increasing stock price goals beginning with a price representing approximately 350% of the average stock price on
the date of grant, a portion of the awards will vest. The first tranche of these shares reached their vesting price in a prior period. Accordingly, the equivalent of 58 shares of common stock was paid in cash. The cash-settled shares are re-measured
each balance sheet date using a Monte Carlo model and recorded as a liability. During the first quarter, these cash-settled shares were measured using an assumption of 83.03% volatility, and a risk-free rate of 1.22%, resulting in an estimated
aggregate fair value of approximately $3,834, which is recorded to the stock compensation liability over the estimated derived service period (also estimated using a Monte Carlo model), which was approximately 0.1 years as of March 31, 2013.
14
Treasury Stock
On August 3, 2011, our Board of Directors authorized the purchase of up to 500 shares of the Companys common stock in open market or privately-negotiated transactions. The repurchase plan
expires in August 2013. To date, we have purchased 426 shares pursuant to this repurchase program. We did not repurchase any shares pursuant to this repurchase program during the first quarter of 2013. During the three months ended
March 31, 2012, we repurchased 9 shares of common stock at a total cost of $98 from employees of the Company that were withheld to satisfy the tax withholding obligation due upon vesting of a restricted stock award. There can be no assurance
that any additional share purchases will be made. The number of shares actually purchased in future periods will depend on various factors, including limitations imposed by the Companys debt instruments, the price of our common stock,
overall market and business conditions, and managements assessment of competing alternatives for capital deployment.
Subsequent
Event
On May 7, 2013, our Board of Directors declared a quarterly dividend of $0.04 per common share, payable on May 31,
2013, to stockholders of record as of the close of business on May 17, 2013. Future declarations of quarterly dividends are subject to approval of the Board of Directors and may be adjusted as business needs or market conditions change.
10. RELATED PARTIES
Three of our directors and one of our former executive officers lease our corporate office facility and we had rental expense of $106
and $103 for the first quarter of 2013 and 2012, respectively. In addition, we previously leased three manufacturing facilities from an entity in which one of our executive officers has a substantial minority interest. Subsequently, we purchased
these three manufacturing facilities for $6,505 in the first quarter of 2012.
11. COMMITMENTS AND CONTINGENCIES
Operating Leases
We lease certain of our buildings, machinery and equipment under lease agreements that expire at various dates over the next ten years. Rental expense
under operating leases was $1,319 and $1,330 for the first quarter of 2013 and 2012, respectively.
Legal Matters
We are party to one environmental claim. The Leonard Chemical Company Superfund site consists of approximately 7.1 acres of land in an industrial area
located a half mile east of Catawba, York County, South Carolina. The Leonard Chemical Company operated this site until the early 1980s for recycling of waste solvents. These operations resulted in the contamination of soils and groundwater at the
site with hazardous substances. In 1984, the U.S. Environmental Protection Agency (the EPA) listed this site on the National Priorities List. Riblet Products Corporation, with which the Company merged in 2000, was identified through
documents as a company that sent solvents to the site for recycling and was one of the companies receiving a special notice letter from the EPA identifying it as a party potentially liable under the Comprehensive Environmental Response,
Compensation, and Liability Act for cleanup of the site.
In 2004, along with other potentially responsible parties
(PRPs), we entered into a Consent Decree with the EPA requiring the performance of a remedial design and remedial action (RD/RA) for this site. We have entered into a Site Participation Agreement with the other PRPs for
fulfillment of the requirements of the Consent Decree. Under the Site Participation Agreement, we are responsible for 9.19% share of the costs for the RD/RA. As of March 31, 2013 we had a $333 accrual and as of December 31, 2012 we had a
$33, accrual recorded for this liability in accordance with ASC 450.
We recently received a civil complaint for $2,300 plus attorneys
fees and expenses related to a recent acquisition. We believe the civil complaint lacks merit and is not payable by us. We have not provided for this claim in accordance with ASC 450 as we do not believe an unfavorable outcome is probable and
estimable at this time.
Though no assurances are possible, we believe that our accruals related to the environmental litigation and other
claims are sufficient and that these items and our rights to available insurance and indemnities will be resolved without material effect on our financial position, results of operations or cash flows.
15
12. DERIVATIVES
We are exposed to certain commodity price risks including fluctuations in the price of copper. From time-to-time, we enter into copper
futures contracts to mitigate the potential impact of fluctuations in the price of copper on our pricing terms with certain customers. We recognize all of our derivative instruments on our balance sheet at fair value, and record changes in the fair
value of such contracts within cost of goods sold in the statement of operations as they occur unless specific hedge accounting criteria are met. We had no hedge positions at March 31, 2013 or 2012 to which hedge accounting was applied. Cash
settlements related to derivatives are included in the operating section of the condensed consolidated statement of cash flows.
As our
derivatives are part of a legally enforceable master netting agreement, for purposes of presentation within our condensed consolidated balance sheets, gross values are netted and classified within Prepaid expense and other current assets or Accrued
liabilities depending upon our aggregate net position at the balance sheet date.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract Position
(In
Total Pounds)
|
|
|
Cash
Collateral
Posted
|
|
|
Fair Value
|
|
Commodity Derivatives
|
|
Long
|
|
|
Short
|
|
|
|
|
|
Asset (2)
|
|
|
Liability (3)
|
|
Copper futures contracts outstanding as of (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2013
|
|
|
350
|
|
|
|
625
|
|
|
$
|
238
|
|
|
$
|
|
|
|
$
|
(34
|
)
|
Three months ended March 31, 2012
|
|
|
875
|
|
|
|
625
|
|
|
$
|
121
|
|
|
$
|
14
|
|
|
$
|
|
|
(1)
|
All of our copper futures contracts mature in less than three months and are tied to the price of copper on the COMEX and, accordingly, the value of such futures
contracts changes directly in relation thereto.
|
(2)
|
Balance recorded in Prepaid expenses and other current assets.
|
(3)
|
Balance recorded in Accrued liabilities.
|
As of March 31, 2013 and 2012, no cumulative losses or gains existed in Other Comprehensive Income (OCI). As hedge accounting has not been applied to any of our open hedges at
March 31, 2013, no associated losses or gains have been recorded within OCI.
|
|
|
|
|
|
|
|
|
Derivatives Not Accounted for as Hedges Under the Accounting Rules
|
|
Gain
(Loss)
Recognized in
Income
|
|
|
Location of Gain
(Loss) Recognized
in
Income
|
|
Copper commodity contracts:
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2013
|
|
$
|
35
|
|
|
|
Cost of goods sold
|
|
Three months ended March 31, 2012
|
|
|
(47
|
)
|
|
|
Cost of goods sold
|
|
13. INCOME TAXES
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March
31,
|
|
|
|
2013
|
|
|
2012
|
|
Effective Tax Rate
|
|
|
30.7
|
%
|
|
|
34.5
|
%
|
We recorded income tax expense of $2,330 for the first quarter of 2013 compared to $1,960 for the first quarter of 2012.
The decrease in our effective tax rate for the first quarter of 2013, as compared to the first quarter of 2012, is primarily due to certain discrete items recorded in the first quarter of 2013 following the enactment of the American Taxpayer Relief
Act of 2012 on January 2, 2013.
14. BENEFIT PLANS
Employee Savings Plan
We provide defined contribution savings plans for employees meeting certain age and service requirements. We currently make matching contributions for a portion of employee contributions to the plans.
Including such matching contributions, we recorded expenses totaling $446 and $422 related to these savings plans during the first quarter of 2013 and 2012, respectively.
16
15. FAIR VALUE DISCLOSURE
Accounting guidance for fair value measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those
valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources or reflect our own assumptions of market participant valuation. The hierarchy is broken down into three levels
based on the reliability of the inputs as follows:
Level 1 Inputs Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 Inputs Level 2
inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 Inputs Level 3 inputs are unobservable inputs for the asset or liability.
As of
the periods ending March 31, 2013 and March 31, 2012, we utilized Level 1 inputs to determine the fair value of cash and cash equivalents and derivatives.
We classify cash on hand and deposits in banks, including money market accounts, commercial paper, and other investments with an original maturity of three months or less, that we hold from time to time,
as cash and cash equivalents. The primary objective of our investment activities is to preserve our capital for the purpose of funding operations.
Financial assets measured at fair value on a recurring basis are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurement
|
|
|
|
March 31, 2013
|
|
|
December 31, 2012
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Fair Value
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Fair Value
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents
|
|
$
|
3,501
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
3,501
|
|
|
$
|
9,562
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
9,562
|
|
Derivative Assets, Inclusive of Collateral
|
|
|
204
|
|
|
|
|
|
|
|
|
|
|
|
204
|
|
|
|
127
|
|
|
|
|
|
|
|
|
|
|
|
127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
3,705
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
3,705
|
|
|
$
|
9,689
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
9,689
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16. OTHER (INCOME) LOSS
We recorded other (income) loss of $(108) and $74 for the three months ended March 31, 2013 and 2012, respectively, primarily
reflecting exchange rate impacts on our Canadian subsidiary.
17
17. BUSINESS SEGMENT INFORMATION
We have three reportable segments: (1) Distribution, (2) Original Equipment Manufacturers (OEM) and
(3) Engineered Solutions. Our reportable segments are a function of how we are organized internally to market our customer groups and measure our financial performance. The Distribution and OEM segment serves our customers in distribution,
retail and OEM businesses. Our Engineered Solutions segment is comprised of our most recent acquisitions made in 2011 and 2012 serving a variety of customers such as military contractors, independent distributions, and various end markets utilizing
secondary power connectors.
Financial data for the Companys reportable segments is as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March
31,
|
|
|
|
2013
|
|
|
2012
|
|
Net Sales:
|
|
|
|
|
|
|
|
|
Distribution Segment
|
|
$
|
151,903
|
|
|
$
|
155,060
|
|
OEM Segment
|
|
|
57,792
|
|
|
|
57,915
|
|
Engineered Solutions Segment
|
|
|
12,818
|
|
|
|
7,516
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
222,513
|
|
|
$
|
220,491
|
|
|
|
|
|
|
|
|
|
|
Operating Income:
|
|
|
|
|
|
|
|
|
Distribution Segment
|
|
$
|
14,729
|
|
|
$
|
12,195
|
|
OEM Segment
|
|
|
5,278
|
|
|
|
4,599
|
|
Engineered Solutions Segment
|
|
|
909
|
|
|
|
716
|
|
|
|
|
|
|
|
|
|
|
Total segments
|
|
|
20,916
|
|
|
|
17,510
|
|
Corporate
|
|
|
(6,517
|
)
|
|
|
(4,727
|
)
|
|
|
|
|
|
|
|
|
|
Consolidated operating income
|
|
$
|
14,399
|
|
|
$
|
12,783
|
|
|
|
|
|
|
|
|
|
|
Our Distribution, OEM, and Engineered Solutions segments have common production processes and manufacturing facilities.
Accordingly, we do not identify all of our net assets to those segments. Thus, we do not report capital expenditures at the segment level. Additionally, depreciation expense is not allocated to those segments, but is included in manufacturing
overhead cost pools and is absorbed into product cost (and inventory) as each product passes through our manufacturing work centers. Accordingly, as products are sold across those segments, it is impracticable to determine the amount of depreciation
expense included in the operating results of each segment.
Segment operating income represents income from continuing operations before
interest income or expense, other income or expense, and income taxes. Corporate consists of items not charged or allocated to the segments, including costs for employee relocation, discretionary bonuses, professional fees, restructuring expenses,
asset impairments, and intangible amortization.
18. SUPPLEMENTAL GUARANTOR INFORMATION
The Senior Notes and the Revolving Credit Facility are instruments of the parent, and are reflected in their respective balance sheets.
As of March 31, 2013, our payment obligations under the Senior Notes and the Revolving Credit Facility (see Note 7) were guaranteed by our 100% owned subsidiaries, CCI International, Patco, TRC, and WE (the Guarantor Subsidiaries).
Such guarantees are full, unconditional, and joint and several. The following unaudited supplemental financial information sets forth, on a combined basis, balance sheets, statements of income, statements of comprehensive income and statements of
cash flows for Coleman Cable, Inc. (Parent) and the Guarantor Subsidiaries. The condensed consolidating financial statements have been prepared on the same basis as the condensed consolidated financial statements of Parent. The equity
method of accounting is followed within this financial information.
18
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF INCOME FOR THE THREE MONTHS ENDED
MARCH 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Guarantor
Subsidiaries
|
|
|
Non
Guarantor
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
NET SALES
|
|
$
|
197,242
|
|
|
$
|
12,818
|
|
|
$
|
16,532
|
|
|
$
|
(4,079
|
)
|
|
$
|
222,513
|
|
COST OF GOODS SOLD
|
|
|
168,156
|
|
|
|
9,757
|
|
|
|
14,381
|
|
|
|
(4,079
|
)
|
|
|
188,215
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT
|
|
|
29,086
|
|
|
|
3,061
|
|
|
|
2,151
|
|
|
|
|
|
|
|
34,298
|
|
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
|
|
13,701
|
|
|
|
2,593
|
|
|
|
1,202
|
|
|
|
|
|
|
|
17,496
|
|
INTANGIBLE ASSET AMORTIZATION
|
|
|
1,144
|
|
|
|
1,039
|
|
|
|
2
|
|
|
|
|
|
|
|
2,185
|
|
RESTRUCTURING CHARGES
|
|
|
135
|
|
|
|
83
|
|
|
|
|
|
|
|
|
|
|
|
218
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME (LOSS)
|
|
|
14,106
|
|
|
|
(654
|
)
|
|
|
947
|
|
|
|
|
|
|
|
14,399
|
|
INTEREST EXPENSE
|
|
|
6,912
|
|
|
|
|
|
|
|
14
|
|
|
|
|
|
|
|
6,926
|
|
OTHER INCOME
|
|
|
|
|
|
|
|
|
|
|
(108
|
)
|
|
|
|
|
|
|
(108
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES
|
|
|
7,194
|
|
|
|
(654
|
)
|
|
|
1,041
|
|
|
|
|
|
|
|
7,581
|
|
INCOME FROM SUBSIDIARIES
|
|
|
408
|
|
|
|
|
|
|
|
|
|
|
|
(408
|
)
|
|
|
|
|
INCOME TAX EXPENSE (BENEFIT)
|
|
|
2,351
|
|
|
|
(228
|
)
|
|
|
207
|
|
|
|
|
|
|
|
2,330
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
$
|
5,251
|
|
|
$
|
(426
|
)
|
|
$
|
834
|
|
|
$
|
(408
|
)
|
|
$
|
5,251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF INCOME FOR THE THREE MONTHS ENDED
MARCH 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Guarantor
Subsidiary
|
|
|
Non
Guarantor
Subsidiary
|
|
|
Eliminations
|
|
|
Total
|
|
NET SALES
|
|
$
|
197,427
|
|
|
$
|
7,709
|
|
|
$
|
19,826
|
|
|
$
|
(4,471
|
)
|
|
$
|
220,491
|
|
COST OF GOODS SOLD
|
|
|
171,164
|
|
|
|
5,861
|
|
|
|
17,267
|
|
|
|
(4,471
|
)
|
|
|
189,821
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT
|
|
|
26,263
|
|
|
|
1,848
|
|
|
|
2,559
|
|
|
|
|
|
|
|
30,670
|
|
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
|
|
12,959
|
|
|
|
1,693
|
|
|
|
1,078
|
|
|
|
|
|
|
|
15,730
|
|
INTANGIBLE ASSET AMORTIZATION
|
|
|
1,430
|
|
|
|
392
|
|
|
|
2
|
|
|
|
|
|
|
|
1,824
|
|
RESTRUCTURING CHARGES
|
|
|
(195
|
)
|
|
|
223
|
|
|
|
305
|
|
|
|
|
|
|
|
333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME (LOSS)
|
|
|
12,069
|
|
|
|
(460
|
)
|
|
|
1,174
|
|
|
|
|
|
|
|
12,783
|
|
INTEREST EXPENSE
|
|
|
7,007
|
|
|
|
|
|
|
|
15
|
|
|
|
|
|
|
|
7,022
|
|
OTHER (INCOME) LOSS, NET
|
|
|
|
|
|
|
(2
|
)
|
|
|
76
|
|
|
|
|
|
|
|
74
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES
|
|
|
5,062
|
|
|
|
(458
|
)
|
|
|
1,083
|
|
|
|
|
|
|
|
5,687
|
|
INCOME FROM SUBSIDIARIES
|
|
|
614
|
|
|
|
|
|
|
|
|
|
|
|
(614
|
)
|
|
|
|
|
INCOME TAX EXPENSE (BENEFIT)
|
|
|
1,949
|
|
|
|
(163
|
)
|
|
|
174
|
|
|
|
|
|
|
|
1,960
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
$
|
3,727
|
|
|
$
|
(295
|
)
|
|
$
|
909
|
|
|
$
|
(614
|
)
|
|
$
|
3,727
|
|
19
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME FOR THE THREE MONTHS
ENDED MARCH 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Guarantor
Subsidiaries
|
|
|
Non
Guarantor
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
NET INCOME (LOSS)
|
|
$
|
5,251
|
|
|
$
|
(426
|
)
|
|
$
|
834
|
|
|
$
|
(408
|
)
|
|
$
|
5,251
|
|
OTHER COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments, net of tax of ($78)
|
|
|
|
|
|
|
|
|
|
|
(216
|
)
|
|
|
|
|
|
|
(216
|
)
|
Pension adjustments, net of tax ($1)
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE LOSS
|
|
|
(2
|
)
|
|
|
|
|
|
|
(216
|
)
|
|
|
|
|
|
|
(218
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME (LOSS)
|
|
$
|
5,249
|
|
|
$
|
(426
|
)
|
|
$
|
618
|
|
|
$
|
(408
|
)
|
|
$
|
5,033
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME FOR THE THREE MONTHS
ENDED MARCH 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Guarantor
Subsidiaries
|
|
|
Non
Guarantor
Subsidiary
|
|
|
Eliminations
|
|
|
Total
|
|
NET INCOME (LOSS)
|
|
$
|
3,727
|
|
|
$
|
(295
|
)
|
|
$
|
909
|
|
|
$
|
(614
|
)
|
|
$
|
3,727
|
|
OTHER COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments, net of tax benefit of $67
|
|
|
|
|
|
|
|
|
|
|
187
|
|
|
|
|
|
|
|
187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
187
|
|
|
|
|
|
|
|
187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME (LOSS)
|
|
$
|
3,727
|
|
|
$
|
(295
|
)
|
|
$
|
1,096
|
|
|
$
|
(614
|
)
|
|
$
|
3,914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET AS OF MARCH 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Guarantor
Subsidiaries
|
|
|
Non
Guarantor
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
|
|
|
$
|
776
|
|
|
$
|
2,725
|
|
|
$
|
|
|
|
$
|
3,501
|
|
Accounts receivable net of allowances
|
|
|
112,827
|
|
|
|
7,129
|
|
|
|
6,388
|
|
|
|
|
|
|
|
126,344
|
|
Intercompany receivable
|
|
|
|
|
|
|
4,342
|
|
|
|
6,769
|
|
|
|
(11,111
|
)
|
|
|
|
|
Inventories
|
|
|
102,658
|
|
|
|
8,371
|
|
|
|
5,370
|
|
|
|
|
|
|
|
116,399
|
|
Deferred income taxes
|
|
|
3,479
|
|
|
|
900
|
|
|
|
135
|
|
|
|
|
|
|
|
4,514
|
|
Assets held for sale
|
|
|
1,072
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,072
|
|
Prepaid expenses and other current assets
|
|
|
2,650
|
|
|
|
1,105
|
|
|
|
547
|
|
|
|
|
|
|
|
4,302
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
222,686
|
|
|
|
22,623
|
|
|
|
21,934
|
|
|
|
(11,111
|
)
|
|
|
256,132
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROPERTY, PLANT AND EQUIPMENT, NET
|
|
|
69,572
|
|
|
|
6,705
|
|
|
|
1,787
|
|
|
|
|
|
|
|
78,064
|
|
GOODWILL
|
|
|
30,842
|
|
|
|
34,147
|
|
|
|
1,511
|
|
|
|
|
|
|
|
66,500
|
|
INTANGIBLE ASSETS, NET
|
|
|
15,249
|
|
|
|
19,902
|
|
|
|
79
|
|
|
|
|
|
|
|
35,230
|
|
DEFERRED INCOME TAXES
|
|
|
|
|
|
|
|
|
|
|
424
|
|
|
|
|
|
|
|
424
|
|
OTHER ASSETS
|
|
|
8,834
|
|
|
|
|
|
|
|
116
|
|
|
|
|
|
|
|
8,950
|
|
INVESTMENT IN SUBSIDIARIES
|
|
|
92,162
|
|
|
|
|
|
|
|
|
|
|
|
(92,162
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
439,345
|
|
|
$
|
83,377
|
|
|
$
|
25,851
|
|
|
$
|
(103,273
|
)
|
|
$
|
445,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of long-term debt
|
|
$
|
35,571
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
35,571
|
|
Accounts payable
|
|
|
22,965
|
|
|
|
720
|
|
|
|
2,658
|
|
|
|
|
|
|
|
26,343
|
|
Intercompany payable
|
|
|
3,581
|
|
|
|
5,376
|
|
|
|
2,154
|
|
|
|
(11,111
|
)
|
|
|
|
|
Accrued liabilities
|
|
|
23,042
|
|
|
|
2,561
|
|
|
|
2,321
|
|
|
|
|
|
|
|
27,924
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
85,159
|
|
|
|
8,657
|
|
|
|
7,133
|
|
|
|
(11,111
|
)
|
|
|
89,838
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LONG-TERM DEBT
|
|
|
287,919
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
287,919
|
|
OTHER LONG-TERM LIABILITIES
|
|
|
4,269
|
|
|
|
|
|
|
|
67
|
|
|
|
|
|
|
|
4,336
|
|
DEFERRED INCOME TAXES
|
|
|
5,632
|
|
|
|
1,209
|
|
|
|
|
|
|
|
|
|
|
|
6,841
|
|
SHAREHOLDERS EQUITY:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
17
|
|
|
|
|
|
|
|
928
|
|
|
|
(928
|
)
|
|
|
17
|
|
Treasury Stock
|
|
|
(3,918
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,918
|
)
|
Additional paid-in capital
|
|
|
94,992
|
|
|
|
76,411
|
|
|
|
1,473
|
|
|
|
(77,884
|
)
|
|
|
94,992
|
|
(Accumulated deficit) retained earnings
|
|
|
(34,474
|
)
|
|
|
(2,900
|
)
|
|
|
16,437
|
|
|
|
(13,537
|
)
|
|
|
(34,474
|
)
|
Accumulated other comprehensive (loss) income
|
|
|
(251
|
)
|
|
|
|
|
|
|
(187
|
)
|
|
|
187
|
|
|
|
(251
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
56,366
|
|
|
|
73,511
|
|
|
|
18,651
|
|
|
|
(92,162
|
)
|
|
|
56,366
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND EQUITY
|
|
$
|
439,345
|
|
|
$
|
83,377
|
|
|
$
|
25,851
|
|
|
$
|
(103,273
|
)
|
|
$
|
445,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Guarantor
Subsidiaries
|
|
|
Non
Guarantor
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
3,417
|
|
|
$
|
1,709
|
|
|
$
|
4,436
|
|
|
$
|
|
|
|
$
|
9,562
|
|
Accounts receivable net of allowances
|
|
|
109,421
|
|
|
|
5,906
|
|
|
|
10,655
|
|
|
|
|
|
|
|
125,982
|
|
Intercompany receivable
|
|
|
829
|
|
|
|
6,738
|
|
|
|
5,945
|
|
|
|
(13,512
|
)
|
|
|
|
|
Inventories
|
|
|
99,839
|
|
|
|
8,123
|
|
|
|
4,628
|
|
|
|
|
|
|
|
112,590
|
|
Deferred income taxes
|
|
|
3,332
|
|
|
|
811
|
|
|
|
128
|
|
|
|
|
|
|
|
4,271
|
|
Assets held for sale
|
|
|
1,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,074
|
|
Prepaid expenses and other current assets
|
|
|
1,895
|
|
|
|
1,488
|
|
|
|
688
|
|
|
|
|
|
|
|
4,071
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
219,807
|
|
|
|
24,775
|
|
|
|
26,480
|
|
|
|
(13,512
|
)
|
|
|
257,550
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROPERTY, PLANT AND EQUIPMENT, NET
|
|
|
70,158
|
|
|
|
6,908
|
|
|
|
1,848
|
|
|
|
|
|
|
|
78,914
|
|
GOODWILL
|
|
|
30,842
|
|
|
|
34,147
|
|
|
|
1,546
|
|
|
|
|
|
|
|
66,535
|
|
INTANGIBLE ASSETS, NET
|
|
|
16,394
|
|
|
|
20,941
|
|
|
|
82
|
|
|
|
|
|
|
|
37,417
|
|
DEFERRED INCOME TAXES
|
|
|
|
|
|
|
|
|
|
|
329
|
|
|
|
|
|
|
|
329
|
|
OTHER ASSETS
|
|
|
8,475
|
|
|
|
|
|
|
|
120
|
|
|
|
|
|
|
|
8,595
|
|
INVESTMENT IN SUBSIDIARIES
|
|
|
93,589
|
|
|
|
|
|
|
|
|
|
|
|
(93,589
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
439,265
|
|
|
$
|
86,771
|
|
|
$
|
30,405
|
|
|
$
|
(107,101
|
)
|
|
$
|
449,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of long-term debt
|
|
$
|
35,566
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
35,566
|
|
Accounts payable
|
|
|
22,854
|
|
|
|
1,196
|
|
|
|
1,698
|
|
|
|
|
|
|
|
25,748
|
|
Intercompany payable
|
|
|
|
|
|
|
5,945
|
|
|
|
7,567
|
|
|
|
(13,512
|
)
|
|
|
|
|
Accrued liabilities
|
|
|
32,817
|
|
|
|
2,352
|
|
|
|
3,039
|
|
|
|
|
|
|
|
38,208
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
91,237
|
|
|
|
9,493
|
|
|
|
12,304
|
|
|
|
(13,512
|
)
|
|
|
99,522
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LONG-TERM DEBT
|
|
|
288,273
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
288,273
|
|
OTHER LONG-TERM LIABILITIES
|
|
|
3,625
|
|
|
|
|
|
|
|
68
|
|
|
|
|
|
|
|
3,693
|
|
DEFERRED INCOME TAXES
|
|
|
4,965
|
|
|
|
1,722
|
|
|
|
|
|
|
|
|
|
|
|
6,687
|
|
SHAREHOLDERS EQUITY:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
17
|
|
|
|
|
|
|
|
928
|
|
|
|
(928
|
)
|
|
|
17
|
|
Treasury Stock
|
|
|
(3,918
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,918
|
)
|
Additional paid-in capital
|
|
|
94,470
|
|
|
|
78,030
|
|
|
|
1,472
|
|
|
|
(79,502
|
)
|
|
|
94,470
|
|
(Accumulated deficit) retained earnings
|
|
|
(39,371
|
)
|
|
|
(2,474
|
)
|
|
|
15,603
|
|
|
|
(13,129
|
)
|
|
|
(39,371
|
)
|
Accumulated other comprehensive (loss) income
|
|
|
(33
|
)
|
|
|
|
|
|
|
30
|
|
|
|
(30
|
)
|
|
|
(33
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
51,165
|
|
|
|
75,556
|
|
|
|
18,033
|
|
|
|
(93,589
|
)
|
|
|
51,165
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND EQUITY
|
|
$
|
439,265
|
|
|
$
|
86,771
|
|
|
$
|
30,405
|
|
|
$
|
(107,101
|
)
|
|
$
|
449,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED
MARCH 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Guarantor
Subsidiaries
|
|
|
Non
Guarantor
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
CASH FLOW FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
5,251
|
|
|
$
|
(426
|
)
|
|
$
|
834
|
|
|
$
|
(408
|
)
|
|
$
|
5,251
|
|
Adjustments to reconcile net income (loss) to net cash flow from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
4,807
|
|
|
|
1,283
|
|
|
|
75
|
|
|
|
|
|
|
|
6,165
|
|
Stock-based compensation
|
|
|
1,606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,606
|
|
Foreign currency transaction gain
|
|
|
|
|
|
|
|
|
|
|
(137
|
)
|
|
|
|
|
|
|
(137
|
)
|
Deferred taxes
|
|
|
522
|
|
|
|
(603
|
)
|
|
|
(27
|
)
|
|
|
|
|
|
|
(108
|
)
|
Excess tax benefits from stock-based compensation
|
|
|
(234
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(234
|
)
|
Loss on disposal of fixed assets
|
|
|
2
|
|
|
|
|
|
|
|
7
|
|
|
|
|
|
|
|
9
|
|
Equity in consolidated subsidiaries
|
|
|
(408
|
)
|
|
|
|
|
|
|
|
|
|
|
408
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(3,406
|
)
|
|
|
(1,223
|
)
|
|
|
4,426
|
|
|
|
|
|
|
|
(203
|
)
|
Inventories
|
|
|
(2,819
|
)
|
|
|
(248
|
)
|
|
|
(742
|
)
|
|
|
|
|
|
|
(3,809
|
)
|
Prepaid expenses and other assets
|
|
|
(754
|
)
|
|
|
383
|
|
|
|
140
|
|
|
|
|
|
|
|
(231
|
)
|
Accounts payable
|
|
|
251
|
|
|
|
(476
|
)
|
|
|
1,006
|
|
|
|
|
|
|
|
781
|
|
Intercompany accounts
|
|
|
6,031
|
|
|
|
208
|
|
|
|
(6,239
|
)
|
|
|
|
|
|
|
|
|
Accrued liabilities
|
|
|
(11,040
|
)
|
|
|
210
|
|
|
|
(760
|
)
|
|
|
|
|
|
|
(11,590
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flow from operating activities
|
|
|
(191
|
)
|
|
|
(892
|
)
|
|
|
(1,417
|
)
|
|
|
|
|
|
|
(2,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOW FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(2,771
|
)
|
|
|
(41
|
)
|
|
|
8
|
|
|
|
|
|
|
|
(2,804
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flow from investing activities
|
|
|
(2,771
|
)
|
|
|
(41
|
)
|
|
|
8
|
|
|
|
|
|
|
|
(2,804
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOW FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings under revolving loan facilities
|
|
|
47,597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,597
|
|
Repayments under revolving loan facilities
|
|
|
(48,027
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(48,027
|
)
|
Excess tax benefits from stock-based compensation
|
|
|
234
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
234
|
|
Repayment of long-term debt
|
|
|
(51
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(51
|
)
|
Payment of cash dividends
|
|
|
(354
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(354
|
)
|
Proceeds from option exercises
|
|
|
146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flow from financing activities
|
|
|
(455
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(455
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate on cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
(302
|
)
|
|
|
|
|
|
|
(302
|
)
|
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
|
(3,417
|
)
|
|
|
(933
|
)
|
|
|
(1,711
|
)
|
|
|
|
|
|
|
(6,061
|
)
|
CASH AND CASH EQUIVALENTS Beginning of period
|
|
|
3,417
|
|
|
|
1,709
|
|
|
|
4,436
|
|
|
|
|
|
|
|
9,562
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS End of period
|
|
$
|
|
|
|
$
|
776
|
|
|
$
|
2,725
|
|
|
$
|
|
|
|
$
|
3,501
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NONCASH ACTIVITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid capital expenditures
|
|
|
133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
133
|
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes paid, net
|
|
|
1,628
|
|
|
|
|
|
|
|
131
|
|
|
|
|
|
|
|
1,759
|
|
Cash interest paid
|
|
|
12,767
|
|
|
|
|
|
|
|
12
|
|
|
|
|
|
|
|
12,779
|
|
23
COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED
MARCH 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Guarantor
Subsidiary
|
|
|
Non
Guarantor
Subsidiary
|
|
|
Eliminations
|
|
|
Total
|
|
CASH FLOW FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
3,727
|
|
|
$
|
(295
|
)
|
|
$
|
909
|
|
|
$
|
(614
|
)
|
|
$
|
3,727
|
|
Adjustments to reconcile net income (loss) to net cash flow from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
5,005
|
|
|
|
656
|
|
|
|
81
|
|
|
|
|
|
|
|
5,742
|
|
Stock-based compensation
|
|
|
598
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
598
|
|
Foreign currency transaction loss
|
|
|
|
|
|
|
|
|
|
|
74
|
|
|
|
|
|
|
|
74
|
|
Deferred taxes
|
|
|
560
|
|
|
|
(33
|
)
|
|
|
27
|
|
|
|
|
|
|
|
554
|
|
Excess tax benefits from stock-based compensation
|
|
|
(651
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(651
|
)
|
Gain on disposal of fixed assets
|
|
|
(28
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(28
|
)
|
Equity in consolidated subsidiaries
|
|
|
(614
|
)
|
|
|
|
|
|
|
|
|
|
|
614
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(7,894
|
)
|
|
|
(893
|
)
|
|
|
2,521
|
|
|
|
|
|
|
|
(6,266
|
)
|
Inventories
|
|
|
(12,408
|
)
|
|
|
(473
|
)
|
|
|
(581
|
)
|
|
|
|
|
|
|
(13,462
|
)
|
Prepaid expenses and other assets
|
|
|
4
|
|
|
|
89
|
|
|
|
123
|
|
|
|
|
|
|
|
216
|
|
Accounts payable
|
|
|
1,307
|
|
|
|
94
|
|
|
|
(382
|
)
|
|
|
|
|
|
|
1,019
|
|
Intercompany accounts
|
|
|
921
|
|
|
|
2,279
|
|
|
|
(3,200
|
)
|
|
|
|
|
|
|
|
|
Accrued liabilities
|
|
|
(11,345
|
)
|
|
|
213
|
|
|
|
(1,397
|
)
|
|
|
|
|
|
|
(12,529
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flow from operating activities
|
|
|
(20,818
|
)
|
|
|
1,637
|
|
|
|
(1,825
|
)
|
|
|
|
|
|
|
(21,006
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOW FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(13,749
|
)
|
|
|
(1,514
|
)
|
|
|
21
|
|
|
|
|
|
|
|
(15,242
|
)
|
Proceeds from sale of fixed assets
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flow from investing activities
|
|
|
(13,729
|
)
|
|
|
(1,514
|
)
|
|
|
21
|
|
|
|
|
|
|
|
(15,222
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOW FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings under revolving loan facilities
|
|
|
130,612
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
130,612
|
|
Repayments under revolving loan facilities
|
|
|
(98,775
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(98,775
|
)
|
Purchase of Treasury Stock
|
|
|
(98
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(98
|
)
|
Repayment of long-term debt
|
|
|
(41
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(41
|
)
|
Excess tax benefits from stock-based compensation
|
|
|
651
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
651
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flow from financing activities
|
|
|
32,349
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,349
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate on cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
213
|
|
|
|
|
|
|
|
213
|
|
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
|
(2,198
|
)
|
|
|
123
|
|
|
|
(1,591
|
)
|
|
|
|
|
|
|
(3,666
|
)
|
CASH AND CASH EQUIVALENTS Beginning of period
|
|
|
4,086
|
|
|
|
724
|
|
|
|
4,936
|
|
|
|
|
|
|
|
9,746
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS End of period
|
|
$
|
1,888
|
|
|
$
|
847
|
|
|
$
|
3,345
|
|
|
$
|
|
|
|
$
|
6,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NONCASH ACTIVITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid capital expenditures
|
|
|
230
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
230
|
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes paid, net
|
|
|
(15
|
)
|
|
|
|
|
|
|
27
|
|
|
|
|
|
|
|
12
|
|
Cash interest paid
|
|
|
12,766
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,766
|
|
24