UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
x |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year ended December 31,
2015
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: 000-52046
![](http://www.sec.gov/Archives/edgar/data/1356949/000161577416004437/tlogo.jpg)
Delaware |
36-4151663 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
|
10201 North Loop East
Houston, Texas |
77029 |
(Address of principal executive offices) |
(Zip Code) |
(713) 609-2100
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section
12(b) of the Act:
Title of Class |
|
Name of Each Exchange on Which Registered |
Common stock, par value $0.001 per share |
|
The NASDAQ Stock 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
x
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
x
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. YES x
NO ¨
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
YES
x
NO ¨
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K (§ 229.405 of this chapter) 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. x
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large
accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
Large Accelerated Filer ¨ |
Accelerated Filer x |
Non-Accelerated Filer ¨ |
Smaller reporting company ¨ |
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES
¨ NO
x
The aggregate market value of the voting stock (common stock) held
by non-affiliates of the registrant as of June 30, 2015 was $167,442,388.
At March 1, 2016, there were 16,619,244 shares of the registrant’s
common stock, $.001 par value per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this report incorporates by
reference specific portions of the registrant’s definitive Proxy Statement relating to the Annual Meeting of Stockholders
to be held on May 3, 2016.
HOUSTON WIRE & CABLE COMPANY
Form 10-K
For the Fiscal Year Ended December 31,
2015
INDEX
PART I
ITEM 1. BUSINESS
Overview
We are one of the largest providers of
electrical and mechanical wire and cable, hardware and related services to the U.S. market. We provide our customers with a single-source
solution for these items by offering a large selection of in-stock items, exceptional customer service and high levels of product
expertise.
Our wide product selection and specialized
services support our position in the supply chain between wire and cable manufacturers and the customer. The breadth and depth
of wire and cable and related hardware that we offer requires significant warehousing resources and a large number of SKU’s
(stock-keeping units). While manufacturers may have the space and capabilities to maintain a large supply of inventory, we do not
believe that any single manufacturer has the breadth and depth of product that we offer. More importantly, manufacturers historically
have not offered the services that our customers need, such as complimentary custom cutting, cable coiling, custom slings and harnesses,
paralleling, bundling, striping, cable management for large capital projects, and same day shipment, and do not have multiple distribution
centers across the nation.
Our Cable Management Program addresses
our customers’ growing requirement for sophisticated and efficient just-in-time product management for large capital projects.
This program entails purchasing and storing dedicated inventory so our customers have immediate product availability for the duration
of their project. Advantages of this program include extra pre-allocated safety stock, firm pricing, zero cable surplus and just-in-time
delivery. Used on large construction and capital expansion projects, our Cable Management Program combines the expertise of our
cable specialists with dedicated project inventory and superior logistics to allow complex projects to be completed on time, within
budget and with minimal residual waste.
History
We were founded in 1975 and have a long
history of exceptional customer service, broad product selection and high levels of product expertise. In 1987, we completed our
first initial public offering and were subsequently purchased in 1989 by ALLTEL Corporation and in 1997 by investment funds affiliated
with Code, Hennessy & Simmons LLC. In June 2006, we completed our second initial public offering. On June 25, 2010, we
purchased Southwest Wire Rope LP (“Southwest”), its general partner Southwest Wire Rope GP LLC and its wholly owned
subsidiary, Southern Wire (“Southern”) and on January 1, 2011, merged the acquired businesses into our operating subsidiary.
We have no other business activity.
Products
We offer products in most categories of
wire and cable, including: continuous and interlocked armor cable; control and power cable; electronic wire and cable; flexible
and portable cord; instrumentation and thermocouple cable; lead and high temperature cable; medium voltage cable; premise and category
wire and cable, primary and secondary aluminum distribution cable, steel wire rope and wire rope slings, as well as synthetic fiber
rope slings, chain, shackles and other related hardware. We also offer private branded products, including our proprietary brand
LifeGuard™, a low-smoke, zero-halogen cable. Our products are used in repair and replacement work, also referred to as Maintenance,
Repair and Operations ("MRO"), and related projects, larger-scale projects in the utility, industrial and infrastructure
markets and a diverse range of industrial applications including communications, energy, engineering and construction,
general manufacturing, marine construction and marine transportation, mining, infrastructure, oilfield services, petrochemical,
transportation, utility, and wastewater treatment.
Targeted Markets
Our business is driven, in part, by the
strength, growth prospects and activity in the end-markets in which our products are used, which are primarily in the continental
United States, where we target the utility, industrial and infrastructure markets.
Utility Market. The
utility market includes large investor-owned utilities, rural cooperatives and municipal power authorities. While we are not a
significant distributor of power lines used for the transmission of electricity today, we have added products to our portfolio
that are used in this sector. We continue to sell our core products to the construction of power plants and the related pollution
control equipment used to comply with environmental standards as well as plant modernizations implemented to extend the life of
power generation facilities. Our customers utilize our cable management services to supply the wire and cable required in the
construction of new power plants and upgrading of existing power plants. The extension of federal tax credits into the renewable
sectors of solar and wind will also provide expanded opportunities for products we supply.
Industrial Market. The
industrial market is one of the largest segments of the U.S. economy and is comprised of a diverse base of manufacturing and production
companies. We provide a wide variety of products specifically designed for use in manufacturing, metal/mineral, and oil and gas
upstream, midstream and downstream markets.
Infrastructure Market. Investments
in the development, construction and maintenance of infrastructure markets including education and health care; air, ground and
rail transportation; telecommunications, and wastewater are opportunities for our product and service offerings.
Distribution Logistics
We believe that our national distribution
presence and value-added services make us an essential partner in the supply chain for our suppliers. We have successfully expanded
our business from the original location in Houston, Texas to eighteen locations nationwide, which includes four third-party logistics
providers. Our standard practice is to process customers' orders the same day they are received. Our strategically located distribution
centers generally allow for ground delivery nationwide within 24 hours of shipment. Orders are delivered through a variety of distribution
methods, including less-than-truck-load, truck-load, air or parcel service providers, direct from supplier and cross-dock shipments.
Freight costs are typically borne by our customers. Due to our shipment volume, we have preferred pricing relationships with our
contract carriers.
Customers
During 2015, we served approximately 6,400
customers, shipping approximately 38,000 SKU’s to approximately 10,000 customer locations nationwide. No customer represented
10% or more of our 2015 sales.
Suppliers
We obtain products from most of the leading
wire and cable suppliers. We believe we have strong relationships with our top suppliers. Although we believe that alternative
sources are available for the majority of our products, we have strategically concentrated our purchases of electrical wire and
cable with five leading suppliers in order to maximize product quality, delivery dependability, purchasing efficiencies, and vendor
rebates. As a result, in 2015, approximately 51% of our purchases came from five suppliers. We do not believe we are dependent
on any one supplier for any of our wire and cable products and related hardware.
Our top five suppliers in 2015 were Belden
Inc., General Cable Corporation, Lake Cable LLC, Nexans Energy USA, Inc. and Southwire Company.
Sales
We market our wire and cable and related
services through an inside sales force situated in our regional offices and a field sales force focused on key geographic markets
throughout the U.S. By operating under a decentralized process, region managers are able to adapt quickly to market-specific occurrences,
allowing us to compete effectively with local competitors. We believe the knowledge, experience and tenure of our sales force are
critical to serving our fragmented and diverse customer and end-user base.
Competition
The wire and cable market is highly competitive
and fragmented, with several hundred wire and cable competitors serving this market. The product offerings and levels of service
from the other wire and cable providers with whom we compete vary widely. We compete with many wire and cable providers on a national,
regional and local basis. Most of our direct competitors are smaller companies that focus on a specific geographical area or feature
a select product offering, such as surplus wire. In addition to the direct competition with other wire and cable providers, we
also face, on a varying basis, competition with distributors and manufacturers that sell products directly or through multiple
distribution channels to end-users or other resellers. In the markets that we serve, competition is primarily based on product
line breadth, quality, product availability, service capabilities and price.
Employees
At December 31, 2015, we had 352 employees.
Our sales and marketing staff accounted for 157 employees, including 40 field sales personnel and 86 inside sales and technical
support personnel.
Our employees are not represented by a
labor union or covered by a collective bargaining agreement. We believe that our employee relations are good.
Website Access
We maintain an internet website at www.houwire.com.
We make available, free of charge under the “Investor Relations” tab on our website, our annual report on Form
10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and if applicable, amendments to those reports, as well as proxy
and information statements, as soon as reasonably practicable after such documents are electronically filed with or furnished to
the Securities and Exchange Commission (the “SEC”). Information contained on our website is not part of, and should
not be construed as being incorporated by reference into, this Annual Report on Form 10-K.
Government Regulation
We are subject to regulation by various
federal, state and local agencies. We believe we are in compliance in all material respects with existing applicable statutes and
regulations affecting environmental issues and our employment, workplace health and workplace safety practices.
ITEM 1A. RISK FACTORS
In addition to other information in
this Annual Report on Form 10-K, the following risk factors should be carefully considered in evaluating our business, because
such factors may have a significant impact on our business, operating results, cash flows and financial condition. As a result
of the risks set forth below and elsewhere in this Annual Report, actual results could differ materially from those projected in
any forward-looking statements.
Downturns in capital spending and cyclicality in the markets
we serve has had and could continue to have a material adverse effect on our financial condition and results of operations.
The majority of our products are used in
the construction, maintenance, repair and operation of facilities, plants and projects in the communications, energy, engineering
and construction, general manufacturing, infrastructure, petrochemical, marine construction, marine transportation, mining, oilfield
services, transportation, utility, and wastewater treatment industries. The demand for our products and services depends to a large
degree on the capital spending levels of end-users in these markets. Many of these end-users defer capital expenditures or cancel
projects during economic downturns or periods of uncertainty. In addition, certain of the markets we serve are cyclical, which
affects capital spending by end-users in these industries.
We have risks associated with our customers’ access
to credit.
The continuing uncertainty in global financial
markets has not impaired our access to credit to finance our operations. However, poor credit market conditions may adversely impact
the availability of construction and other project financing, upon which many of our customers depend, resulting in project cancellations
or delays. Our utility and industrial customers may also face limitations when trying to access the credit markets to fund ongoing
operations or capital projects. Credit constraints experienced by our customers may result in lost revenues and reduced gross margins
for us and, in some cases, higher than expected bad debt losses.
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 fulfill 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
unexpected changes in circumstances, such as a shift in market demand, drop in prices or loss of a customer, could have a material
adverse impact on the net realizable value of our inventory.
Our operating results are affected by fluctuations in
commodity prices.
Copper, steel, aluminum and petrochemical products
are components of the wire and cable we sell. Fluctuations in the costs of these and other commodities have historically affected
our operating results. If commodity prices decline, the net realizable value of our existing inventory could be reduced, and our
gross profit could be adversely affected. To the extent higher commodity prices result in increases in the costs we pay for our
products, we attempt to reflect the increase in the prices we charge our customers. While we historically have been able to pass
most of these cost increases on to our customers, to the extent we are unable to do so in the future, it could have a material
adverse effect on our operating results. In addition, if commodity costs increase, our customers may delay or decrease their purchases
of our products.
Our sales are impacted by the level of oil and
gas drilling activity.
We estimate that approximately one-third of
our sales depend upon the level of capital and operating expenditures in the oil and gas industry, including capital and other
expenditures in connection with exploration, drilling, production, gathering, transportation, refining and processing operations.
Demand for the products we distribute is sensitive to the level of exploration, development and production activity of, and the
corresponding capital and other expenditures by, oil and gas companies. A material decline in oil or gas prices, inability to
access capital, and consolidation within the industry could all depress levels of exploration, development and production activity
and, therefore, could lead to a decrease in our sales due to curtailed capital and MRO expenditures.
If we are unable to maintain our relationships with our
customers, it could have a material adverse effect on our financial results.
We rely on customers to purchase our wire
and cable and related hardware. The number, size, business strategy and operations of these customers vary widely from market to
market. Our success depends heavily on our ability to identify and respond to our customers’ needs.
In 2015, our ten largest customers accounted
for approximately 39% of our sales. If we were to lose one or more of our large customers, or if one or more of our large customers
were to significantly reduce the amount of wire and cable and related hardware they purchase from us, and we were unable to replace
the lost sales on similar terms, we could experience a significant loss of revenue and profits. In addition, if one or more of
our key customers failed or were unable to pay, we could experience a write-off or write-down of the related receivables, which
could adversely affect our earnings. We participate with national marketing groups and engage in joint promotional sales activities
with the members of those groups. Any permanent exclusion of us from, or refusal to allow us to participate in, such national marketing
groups could have a material adverse effect on our sales and our results of operations.
An inability to obtain the products that we distribute
could result in lost revenues and reduced profits and damage our relationships with customers.
In 2015, we sourced products from approximately
275 suppliers. However, we have adopted a strategy to concentrate our purchases of wire and cable with a small number of suppliers
in order to maximize product quality, delivery dependability, purchasing efficiencies and vendor rebates. As a result, in 2015
approximately 51% of our purchases came from five suppliers. If any of these suppliers changes its sales strategy or decides to
terminate its business relationship with us, our sales and earnings could be adversely affected unless and until we were able to
establish relationships with suppliers of comparable products. In addition, if we are not able to obtain the products we distribute
from either our current suppliers or other competitive sources, we could experience a loss of revenue, reduction in profits and
damage to our relationships with our customers. Supply shortages may occur as a result of unanticipated demand or production cutbacks,
shortages of raw materials, labor disputes or weather conditions affecting products or shipments, transportation disruptions or
other reasons beyond our control. When shortages occur, wire and cable suppliers often allocate products among their customers,
and our allocations might not be adequate to meet our customers' needs.
Loss of key personnel or our inability to attract and
retain new qualified personnel could hurt our ability to operate and grow successfully.
Our success is highly dependent upon the
services of James L. Pokluda III, our President and Chief Executive Officer, and Nicol G. Graham, our Chief Financial Officer.
Our success will continue to depend to a significant extent on our executive officers and key management and sales personnel. We
do not have key man life insurance covering any of our executive officers. We may not be able to retain our executive officers
and key personnel or attract additional qualified management and sales personnel. The loss of any of our executive officers or
our other key management and sales personnel or our inability to recruit and retain qualified personnel could hurt our ability
to operate and make it difficult to maintain our market share and to execute our growth strategies.
A change in vendor rebate programs could adversely affect
our gross margins and results of operations.
The terms on which we purchase products
from many of our suppliers entitle us to receive a rebate based on the volume of our purchases. These rebates effectively reduce
our costs for products. If suppliers adversely change the terms of some or all of these programs, the changes may lower our gross
margins on products we sell and may have an adverse effect on our operating results.
If we encounter difficulties with our management information
systems, including cyber attacks, we would experience problems managing our business.
We believe our management information systems
are a competitive advantage in maintaining our leadership position in the wire and cable industry. We rely upon our management
information systems to manage and replenish inventory, determine pricing, fill and ship orders on a timely basis and coordinate
our sales and marketing activities. If we experience problems with our management information systems, we could experience product
shortages, diminished inventory control or an increase in accounts receivable. Any failure by us to maintain our management information
systems could adversely impact our ability to attract and serve customers and would cause us to incur higher operating costs and
experience reduced profitability.
An increase in competition could decrease sales or earnings.
We operate in a highly competitive industry.
We compete directly with national, regional and local providers of wire and cable and related hardware. Competition is primarily
focused in the local service area and is generally based on product line breadth, product availability, service capabilities and
price. Some of our existing competitors have, and new market entrants may have, greater financial and marketing resources than
we do. To the extent existing or future competitors seek to gain or retain market share by reducing prices, we may be required
to lower our prices, thereby adversely affecting our financial results. Existing or future competitors also may seek to compete
with us for acquisitions, which could have the effect of increasing the price and reducing the number of suitable acquisitions.
Other companies, including our current customers, could seek to compete directly with our private branded products, which could
adversely affect our sales of those products and ultimately our financial results. Our existing customers, as well as suppliers,
could seek to compete with us by offering services similar to ours, which could adversely affect our market share and our financial
results. In addition, competitive pressures resulting from economic conditions and the industry trend toward consolidation could
adversely affect our growth and profit margins.
We may not be able to successfully identify acquisition
candidates, effectively integrate newly acquired businesses into our operations or achieve expected profitability from our acquisitions.
To supplement our growth, we intend to
selectively pursue acquisition opportunities. If we are not successful in finding attractive acquisition candidates that we can
acquire on satisfactory terms, or if we cannot complete those acquisitions that we identify, we will not be able to realize the
benefit of this growth strategy.
Acquisitions involve numerous possible
risks, including unforeseen difficulties in integrating operations, technologies, services, accounting and personnel; the diversion
of financial and management resources from existing operations; unforeseen difficulties related to entering geographic regions
or target markets where we do not have prior experience; the potential loss of key employees; and the inability to generate sufficient
profits to offset acquisition or investment-related expenses. If we finance acquisitions by issuing equity securities or securities
convertible into equity securities, our existing stockholders 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. As a result,
if we fail to evaluate and execute acquisitions properly, we might not achieve the anticipated benefits of these acquisitions,
and we may incur costs in excess of what we anticipate, and goodwill impairments may result.
We are anticipating growth in the businesses
we acquired in 2010. However, the investments in the Southern (in 2013) and Southwest (in 2015) reporting units have
both had goodwill impairments as they did not meet their financial objectives as of those dates. Future goodwill and tradename
impairments may result, should the acquired businesses not achieve their currently forecasted growth or profitability targets.
We may be subject to product liability claims that could
be costly and time consuming.
We sell wire and cable and related hardware.
As a result, from time to time we have been named as defendants in lawsuits alleging that these products caused physical injury
or injury to property. We rely on product warranties and indemnities from the product manufacturers, as well as insurance that
we maintain, to protect us from these claims. However, if manufacturers' warranties and indemnities and our insurance coverage
are not available or inadequate to cover every claim, it could have an adverse effect on our operating results.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Facilities
We operate out of eighteen distribution
centers strategically located throughout the United States with approximately 783,000 square feet of distribution space. We own
three facilities in Houston, Texas, including our corporate headquarters, and two facilities in Louisiana. All of the other facilities
are leased, including four from third-party logistics providers. Fourteen of the facilities, in addition to containing inventory
for re-sale, house knowledgeable sales staff. We believe that our properties are in good operating condition and adequately serve
our current business operations.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we are involved in lawsuits
that are brought against us in the normal course of business. We are not currently a party to any legal proceedings that we expect,
either individually or in the aggregate, to have a material adverse effect on our business or financial condition. We, along with
many other defendants, have been named in a number of lawsuits in the state courts of Minnesota, North Dakota, and South Dakota
alleging that certain wire and cable which may have contained asbestos caused injury to the plaintiffs who were exposed to this
wire and cable. These lawsuits are individual personal injury suits that seek unspecified amounts of money damages as the sole
remedy. It is not clear whether the alleged injuries occurred as a result of the wire and cable in question or whether we, in fact,
distributed the wire and cable alleged to have caused any injuries. We maintain general liability insurance that, to date, has
covered the defense of and all costs associated with these claims. In addition, we did not manufacture any of the wire and cable
at issue, and we would rely on any warranties from the manufacturers of such cable if it were determined that any of the wire or
cable that we distributed contained asbestos which caused injury to any of these plaintiffs. In connection with ALLTEL's sale of
our company in 1997, ALLTEL provided indemnities with respect to costs and damages associated with these claims that we believe
we could enforce if our insurance coverage proves inadequate.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
SUPPLEMENTAL ITEM. EXECUTIVE OFFICERS
OF THE REGISTRANT
Name/Office |
|
Age |
|
Business Experience
During Last 5 Years |
|
|
|
|
|
James L. Pokluda III
President and Chief Executive Officer |
|
51 |
|
Chief Executive Officer since January 2012 and President since May 2011. Prior thereto, Vice President Sales & Marketing from April 2007 until May 2011. |
|
|
|
|
|
Nicol G. Graham
Chief Financial Officer, Treasurer and Secretary |
|
63 |
|
Chief Financial Officer, Treasurer and Secretary since 1997. |
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is listed on The NASDAQ
Global Market under the symbol “HWCC”. As of January 22, 2016, there were 2,224 holders of record, including
participants in security position listings. This figure does not include those beneficial holders whose shares may be held of record
by brokerage firms and clearing agencies. The following table lists quarterly information on the price range of our common stock
based on the high and low reported sale prices for our common stock as reported by The NASDAQ Global Market for the periods indicated
below.
| |
High | | |
Low | |
Year ended December 31, 2015: | |
| | | |
| | |
First quarter | |
$ | 12.21 | | |
$ | 9.29 | |
Second quarter | |
$ | 10.55 | | |
$ | 8.80 | |
Third quarter | |
$ | 10.15 | | |
$ | 6.12 | |
Fourth quarter | |
$ | 7.60 | | |
$ | 5.08 | |
| |
| | | |
| | |
Year ended December 31, 2014: | |
| | | |
| | |
First quarter | |
$ | 14.47 | | |
$ | 12.58 | |
Second quarter | |
$ | 13.34 | | |
$ | 11.29 | |
Third quarter | |
$ | 13.26 | | |
$ | 11.92 | |
Fourth quarter | |
$ | 14.00 | | |
$ | 11.51 | |
Purchases of Equity Securities by the Issuer and Affiliated
Purchasers
The following table provides information
about our purchases of common stock for the quarter ended December 31, 2015. For further information regarding our stock repurchase
activity, see Note 6 to our Consolidated Financial Statements.
Period | |
Total number of shares purchased | | |
Average price paid per share | | |
Total number of shares purchased as part of publicly announced plans or programs (1) | | |
Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs (1) | |
October 1 – 31, 2015 | |
| 197,812 | | |
$ | 6.50 | | |
| 197,812 | | |
$ | 12,072,972 | |
November 1 – 30, 2015 | |
| 77,318 | | |
$ | 6.23 | | |
| 77,318 | | |
$ | 11,591,161 | |
December 1 – 31, 2015 | |
| 48,400 | | |
$ | 5.51 | | |
| 48,400 | | |
$ | 11,324,475 | |
Total | |
| 323,530 | | |
$ | 6.29 | | |
| 323,530 | | |
| | |
| (1) | The board authorized a stock repurchase program of $25 million in March 2014. The program has no expiration date. |
Stock Performance Graph
The following graph compares the total
stockholder return on our common stock with the total return on the NASDAQ US Index and the Russell 2000 Index. We believe
the Russell 2000 Index includes companies with market capitalization comparable to ours. Houston Wire & Cable Company
has a unique niche in the marketplace, due to the size and scope of our business platform, and we are unable to identify peer issuers,
as the public companies within our industry are substantially more diversified than we are.
Total return is based on an initial investment of $100 on January
1, 2011, and reinvestment of dividends.
![](http://www.sec.gov/Archives/edgar/data/1356949/000161577416004437/tpg12.jpg)
Dividend Policy
Holders of our common stock are entitled to
receive dividends when, as and if declared by our Board of Directors. We have paid a quarterly cash dividend since August 2007.
Our quarterly cash dividend from February 2008 through February 2011 was $0.085 per share, from May 2011 through February 2013
was $0.09 per share, from May 2013 through February 2014 was $0.11 per share and from May 2014 through August 2015 was $0.12 per
share. In November 2015, the Board of Directors approved a quarterly dividend of $0.06 per share. For the years ended December
31, 2015 and 2014, cash dividends were $0.42 and $0.47 per share, resulting in total dividends paid of $7.2 million and $8.3 million,
respectively.
As a holding company, our only source of
funds to pay dividends is distributions from our operating subsidiary. Our loan agreement does not limit the amount of dividends
we may pay or stock we may repurchase, as long as we are not in default under the loan agreement and we maintain defined levels
of fixed charge coverage and/or availability.
Securities Authorized for Issuance under Equity Compensation
Plans
The information called for by this Item
regarding securities available for issuance is provided in response to Item 12.
ITEM 6. SELECTED FINANCIAL DATA
You should read the following selected
financial information together with our consolidated financial statements and the related notes and the "Management's Discussion
and Analysis of Financial Condition and Results of Operations" appearing elsewhere in this Form 10-K. We have derived the
consolidated statement of income data for each of the years ended December 31, 2015, 2014 and 2013, and the consolidated balance
sheet data at December 31, 2015 and 2014, from our audited financial statements, which are included in this Form 10-K. We
have derived the consolidated statement of income data for each of the years ended December 31, 2012 and 2011, and the consolidated
balance sheet data at December 31, 2013, 2012 and 2011 from our audited financial statements, which are not included in this
Form 10-K.
| |
Year Ended December 31, | |
| |
2015 | | |
2014 | | |
2013 | | |
2012 | | |
2011 | |
| |
(Dollars in thousands, except share data) | |
| |
| | |
| | |
| | |
| | |
| |
CONSOLIDATED STATEMENT OF INCOME DATA: | |
| | | |
| | | |
| | | |
| | | |
| | |
Sales | |
$ | 308,133 | | |
$ | 390,011 | | |
$ | 383,292 | | |
$ | 393,036 | | |
$ | 396,410 | |
Cost of sales | |
| 242,223 | | |
| 304,073 | | |
| 298,633 | | |
| 306,017 | | |
| 307,515 | |
Gross profit | |
| 65,910 | | |
| 85,938 | | |
| 84,659 | | |
| 87,019 | | |
| 88,895 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | | |
| | |
Salaries and commissions | |
| 28,537 | | |
| 31,196 | | |
| 30,946 | | |
| 30,013 | | |
| 28,053 | |
Other operating expenses | |
| 25,023 | | |
| 26,400 | | |
| 26,068 | | |
| 25,139 | | |
| 24,513 | |
Depreciation and amortization | |
| 2,915 | | |
| 2,919 | | |
| 2,978 | | |
| 2,941 | | |
| 2,952 | |
Impairment charge | |
| 3,417 | | |
| — | | |
| 7,562 | | |
| — | | |
| — | |
Total operating expenses | |
| 59,892 | | |
| 60,515 | | |
| 67,554 | | |
| 58,093 | | |
| 55,518 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Operating income | |
| 6,018 | | |
| 25,423 | | |
| 17,105 | | |
| 28,926 | | |
| 33,377 | |
Interest expense | |
| 901 | | |
| 1,168 | | |
| 992 | | |
| 1,252 | | |
| 1,424 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Income before income taxes | |
| 5,117 | | |
| 24,255 | | |
| 16,113 | | |
| 27,674 | | |
| 31,953 | |
Income tax provision | |
| 3,073 | | |
| 9,283 | | |
| 8,211 | | |
| 10,635 | | |
| 12,276 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
$ | 2,044 | (1) | |
$ | 14,972 | | |
$ | 7,902 | (2) | |
$ | 17,039 | | |
$ | 19,677 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Earnings per share: | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | 0.12 | (1) | |
$ | 0.85 | | |
$ | 0.44 | (2) | |
$ | 0.96 | | |
$ | 1.11 | |
Diluted | |
$ | 0.12 | (1) | |
$ | 0.85 | | |
$ | 0.44 | (2) | |
$ | 0.96 | | |
$ | 1.11 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Weighted average common shares outstanding : | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 17,012,560 | | |
| 17,605,290 | | |
| 17,805,464 | | |
| 17,723,277 | | |
| 17,679,524 | |
Diluted | |
| 17,067,593 | | |
| 17,683,931 | | |
| 17,900,372 | | |
| 17,815,401 | | |
| 17,801,134 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
|
(1) |
2015 net income excluding the after tax impact of the impairment charge was $5,171, and basic and fully diluted earnings per share were each $0.30. |
|
(2) |
2013 net income excluding the after tax impact of the impairment charge was $14,594, and basic and fully diluted earnings per share were each $0.82. |
| |
As of December 31, | |
| |
2015 | | |
2014 | | |
2013 | | |
2012 | | |
2011 | |
| |
(Dollars in thousands) | |
CONSOLIDATED BALANCE SHEET DATA: | |
| | | |
| | | |
| | | |
| | | |
| | |
Cash and cash equivalents | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 274 | | |
$ | — | |
Accounts receivable, net | |
$ | 46,250 | | |
$ | 61,599 | | |
$ | 60,408 | | |
$ | 65,892 | | |
$ | 59,731 | |
Inventories, net | |
$ | 75,777 | | |
$ | 88,958 | | |
$ | 96,107 | | |
$ | 84,662 | | |
$ | 69,517 | |
Total assets | |
$ | 159,113 | | |
$ | 189,813 | | |
$ | 196,175 | | |
$ | 197,155 | | |
$ | 179,153 | |
Book overdraft (1) | |
$ | 3,701 | | |
$ | 3,113 | | |
$ | 4,594 | | |
$ | — | | |
$ | 2,270 | |
Total debt | |
$ | 39,188 | | |
$ | 53,847 | | |
$ | 47,952 | | |
$ | 58,588 | | |
$ | 47,967 | |
Stockholders’ equity | |
$ | 100,001 | | |
$ | 111,307 | | |
$ | 110,694 | | |
$ | 109,080 | | |
$ | 97,338 | |
| (1) | Our book overdraft is funded by our revolving credit facility
as soon as the related checks clear our disbursement account. |
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 related notes appearing elsewhere in this Form 10-K. In addition
to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions
that could cause actual results to differ materially from our expectations. Factors that could cause such differences include those
described in “Risk Factors” and elsewhere in this Form 10-K. Certain tabular information may not foot due to rounding.
Overview
Since our founding 40 years ago, we have
grown to be one of the largest providers of wire and cable and related services to the U.S. market. Today, we serve approximately
6,400 customers. Our products are used in MRO activities and related projects, as well as for larger-scale projects in the utility,
industrial and infrastructure markets and a diverse range of industrial applications including communications, energy, engineering
and construction, general manufacturing, mining, marine construction and marine transportation, infrastructure, oilfield services,
petrochemical, transportation, utility and wastewater treatment. Activity in the MRO market has diminished, while the level of
competition has increased.
Our revenue is driven in part by the level
of capital spending within the end-markets we serve. Because many of these end-markets defer capital expenditures during periods
of economic downturns, our business has experienced cyclicality. Our revenue has been and will continue to be impacted by fluctuations
in capital spending and by our ability to drive demand through our sales and marketing initiatives and the continued development
and marketing of our private branded products, such as LifeGuard™. The recent diminished level of economic activity and
lower commodity prices have impacted sales and the level of demand. This has had and will continue to have an impact on our performance,
until economic activity and demand improves.
Our direct costs will continue to be influenced
significantly by the prices we pay our suppliers to procure the products we distribute to our customers. Changes in these costs
may result, for example, from increases or decreases in raw material costs, changes in our relationships with suppliers or changes
in vendor rebates. Our operating expenses will continue to be affected by our investment in sales, marketing and customer support
personnel and commissions paid to our sales force for revenue and profit generated. Some of our operating expenses are related
to our fixed infrastructure, including rent, utilities, administrative salaries, maintenance, insurance and supplies. To meet our
customers’ needs for an extensive product offering and short delivery times, we will need to continue to maintain adequate
inventory levels. Our ability to obtain this inventory will depend, in part, on our relationships with suppliers.
Critical Accounting Policies and Estimates
Critical accounting policies are those
that both are important to the accurate portrayal of a company’s financial condition and results of operations, and require
subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently
uncertain.
In order to prepare
financial statements that conform to accounting principles generally accepted in the United States, commonly referred to as GAAP,
we make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Certain
estimates are particularly sensitive due to their significance to the financial statements and the possibility that future events
may be significantly different from our expectations.
We have identified the following accounting
policies as those that require us to make the most subjective or complex judgments in order to fairly present our consolidated
financial position and results of operations. Actual results in these areas could differ materially from management’s estimates
under different assumptions and conditions.
Inventories
Inventories are valued at the lower of
cost, using the average cost method, or market. We continually monitor our inventory levels at each of our distribution centers.
Our reserve for inventory is based on the age of the inventory, movements of our inventory over the prior twelve months and the
experience of our purchasing and sales departments in estimating demand for the product in the succeeding year. Our inventories
are generally not susceptible to technological obsolescence. A 20% change in our estimate at December 31, 2015 would have
resulted in a change in income before income taxes of $1.0 million.
Intangible Assets
The Company’s intangible assets, excluding
goodwill, represent purchased tradenames and customer relationships. Tradenames are not being amortized and are treated as indefinite
lived assets. Tradenames are tested for recoverability on an annual basis in October of each year, or when there is a triggering
event. The annual test for 2015 combined with the interim test showed an impairment of certain of the tradenames at Southwest and
Southern, and we recorded a pre-tax charge of $0.8 million. The Company assigns useful lives to its intangible assets based on
the periods over which it expects the assets to contribute directly or indirectly to the future cash flows of the Company. Customer
relationships are amortized over 6 or 7 year useful lives. If events or circumstances were to indicate that any of the Company’s
definite-lived intangible assets might be impaired, the Company would assess recoverability based on the estimated undiscounted
future cash flows to be generated from the applicable intangible asset.
When performing quantitative assessments for
impairment, we use various assumptions in determining the current fair value of these indefinite-lived intangible assets, including
future expected cash flows and discount rates, as well as other fair value measures. If actual results are not consistent with
our assumptions and judgments used in estimating future cash flows and asset fair values, we may be exposed to future impairment
charges that could be material to our results of operations.
Vendor Rebates
Many of our arrangements with our vendors
entitle us to receive a rebate of a specified amount when we achieve any of a number of measures, generally related to the volume
of purchases from the vendor. We account for such rebates as a reduction of the prices of the vendor’s products and therefore
as a reduction of inventory until we sell the product, at which time such rebates reduce cost of sales. Throughout the year, we
estimate the amount of the rebates earned based on purchases to date relative to the total purchase levels expected to be achieved
during the rebate period. We continually revise these estimates to reflect rebates expected to be earned based on actual purchase
levels and forecasted purchase volumes for the remainder of the rebate period. A 20% change in our estimate of total rebates earned
during 2015 would have resulted in a change in income before income taxes of $0.8 million for the year ended December 31,
2015.
Goodwill
Goodwill represents the excess of the amount
we paid to acquire businesses over the estimated fair value of tangible assets and identifiable intangible assets acquired, less
liabilities assumed. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment
and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount
rates and asset lives among other items. At December 31, 2015, our goodwill balance was $14.9 million, representing 9.3% of
our total assets.
The Company reviews goodwill for impairment
annually, or more frequently if indications of possible impairment exist, using a three-step process. The first step is a qualitative
evaluation as to whether it is more likely than not that the fair value of any of the reporting units is less than its carrying
value using an assessment of relevant events and circumstances. Examples of such events and circumstances include financial performance,
industry and market conditions, macroeconomic conditions, reporting unit-specific events, historical results of goodwill impairment
testing and the timing of the last performance of a quantitative assessment. If the Company concludes that the goodwill associated
with any reporting unit is more likely than not impaired, a second step is performed for that reporting unit. This second step,
used to quantitatively screen for potential impairment, compares the fair value of the reporting unit with its carrying amount,
including goodwill. The third step, employed for any reporting unit that fails the second step, is used to measure the amount of
any potential impairment and compares the implied fair value of the reporting unit’s goodwill with the carrying amount of
goodwill.
The second and third steps that we use
to evaluate goodwill for impairment involve the determination of the fair value of our reporting units. Inherent in such fair value
determinations are certain judgments and estimates relating to future cash flows, including our interpretation of current economic
indicators and market valuations, and assumptions about our strategic plans. In developing fair values for our reporting units,
we may employ a market multiple or a discounted cash flow methodology, or a combination thereof. The market multiple methodology
compares us to similar companies on the basis of risk characteristics to determine our risk profile relative to the comparable
companies as a group. This analysis generally focuses on quantitative considerations, which include financial performance and other
quantifiable data, and qualitative considerations, which include any factors which are expected to impact future financial performance.
The most significant assumptions affecting the market multiple methodology are the market multiples and control premium. A control
premium represents the value an investor would pay above non-controlling interest transaction prices in order to obtain a controlling
interest in the respective unit.
The discounted cash flow methodology establishes
fair value by estimating the present value of the projected future cash flows to be generated from the reporting unit. The discount
rate applied to the projected future cash flows to arrive at the present value is intended to reflect all risks of ownership and
the associated risks of realizing the stream of projected future cash flows. The discounted cash flow methodology uses our projections
of financial performance. The most significant assumptions used in the discounted cash flow methodology are the discount rate,
the customer attrition rate and expected future revenue and operating margins, which vary among reporting units. If actual results
are not consistent with our assumptions and judgments used in estimating future cash flows and asset fair values, we may be exposed
to future impairment losses that could be material to our results of operations.
During the second quarter of 2015, the Company
concluded that impairment indicators existed at the Southwest reporting unit, due to a decline in the overall financial performance
and overall market demand. The carrying value of the Southwest reporting unit’s goodwill was $2.6 million and its implied
fair value resulting from the impairment test was zero.
The annual goodwill impairment test, on the
remaining two reporting units with goodwill, was performed in October 2015. The step one results of the test indicated that no
impairment existed. This test concluded that the excess of fair value over the carrying value was in the 4% to 5% range. Given
these results, and since we cannot predict future performance or market conditions, if there are further reductions in our market
capitalization and market multiples, or the projected performance is not achieved, these remaining two reporting units could be
at risk of failing the second step in the near future.
Sales
We generate most of our sales by providing
wire and cable and related hardware to our customers, as well as billing for freight charges. We recognize revenue upon shipment
of our products to customers from our distribution centers or directly from our suppliers. Sales incentives earned by customers
are accrued in the same month as the shipment is invoiced and are accounted for as a reduction in sales.
Cost of Sales
Cost of sales consists primarily of the
average cost of the wire and cable and related hardware that we sell. We also incur shipping and handling costs in the normal course
of business. Cost of sales also reflects cash discounts for prompt payment to vendors and vendor rebates generally related to annual
purchase targets, as well as inventory obsolescence charges.
Operating Expenses
Operating expenses include all expenses,
excluding freight, incurred to receive, sell and ship product and administer the operations of the Company.
Salaries and Commissions.
Salary expense includes the base compensation, and any overtime earned by hourly personnel, for all sales, administrative and warehouse
employees and stock compensation expense for options and restricted stock granted to employees. Commission expense is earned by
inside sales personnel based on gross profit dollars generated, by field sales personnel from generating sales and meeting various
objectives, by sales, national and marketing managers for driving the sales process, by region managers based on the profitability
of their branches and by corporate managers based primarily on our profitability and also on other operating metrics.
Other Operating Expenses.
Other operating expenses include all other expenses, except for salaries and commissions and depreciation and amortization. This
includes all payroll taxes, health insurance, travel expenses, public company expenses, advertising, management information system
expenses, facility rent and all distribution expenses such as packaging, reels, and repair and maintenance of equipment and facilities.
Depreciation and Amortization.
We incur depreciation expense on costs related to capitalized property and equipment on a straight-line basis over the estimated
useful lives of the assets, which range from three to thirty years. We incur amortization expense on leasehold improvements
and capital leases over the shorter of the lease term or the life of the related asset and on intangible assets over the estimated
life of the asset.
Interest Expense
Interest expense consists primarily of
interest we incur on our debt.
Results of Operations
The following discussion compares our results
of operations for the years ended December 31, 2015, 2014 and 2013.
The following table shows, for the periods
indicated, information derived from our consolidated statements of income, expressed as a percentage of sales for the period presented.
| |
Year Ended December 31, | |
| |
2015 | | |
2014 | | |
2013 | |
Sales | |
| 100.0 | % | |
| 100.0 | % | |
| 100.0 | % |
Cost of sales | |
| 78.6 | % | |
| 78.0 | % | |
| 77.9 | % |
Gross profit | |
| 21.4 | % | |
| 22.0 | % | |
| 22.1 | % |
| |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | | |
| | |
Salaries and commissions | |
| 9.3 | % | |
| 8.0 | % | |
| 8.1 | % |
Other operating expenses | |
| 8.1 | % | |
| 6.8 | % | |
| 6.8 | % |
Depreciation and amortization | |
| 0.9 | % | |
| 0.7 | % | |
| 0.8 | % |
Impairment charge | |
| 1.1 | % | |
| — | % | |
| 2.0 | % |
Total operating expenses | |
| 19.4 | % | |
| 15.5 | % | |
| 17.6 | % |
| |
| | | |
| | | |
| | |
Operating income | |
| 2.0 | % | |
| 6.5 | % | |
| 4.5 | % |
Interest expense | |
| 0.3 | % | |
| 0.3 | % | |
| 0.3 | % |
Income before income taxes | |
| 1.7 | % | |
| 6.2 | % | |
| 4.2 | % |
Income tax provision | |
| 1.0 | % | |
| 2.4 | % | |
| 2.1 | % |
| |
| | | |
| | | |
| | |
Net income | |
| 0.7 | % | |
| 3.8 | % | |
| 2.1 | % |
Note: Due to rounding, percentages may not add up to total operating
expenses, operating income, income before income taxes or net income.
Comparison of Years Ended December 31, 2015 and 2014
Sales
| |
Year Ended | |
| |
December 31, | |
(Dollars in millions) | |
2015 | | |
2014 | | |
Change | |
Sales | |
$ | 308.1 | | |
$ | 390.0 | | |
$ | (81.9 | ) | |
| (21.0 | )% |
Our sales in 2015 decreased 21.0% to $308.1
million from $390.0 million in 2014. When adjusted for the fluctuation in metal prices, revenues for the 2015 fiscal year decreased
approximately 14% compared to 2014 sales. Our project business, especially across our key growth initiatives – Environmental
Compliance, Engineering & Construction, Industrials, LifeGuard™, Utility Power Generation, and Mechanical wire rope,
was down approximately 19% on a metals-adjusted basis. Maintenance, repair, and operations (MRO) business fell approximately 11%
on a metals-adjusted basis.
Gross Profit
| |
Year Ended | |
| |
December 31, | |
(Dollars in millions) | |
2015 | | |
2014 | | |
Change | |
Gross profit | |
$ | 65.9 | | |
$ | 85.9 | | |
$ | (20.0 | ) | |
| (23.3 | )% |
Gross profit as a percent of sales | |
| 21.4 | % | |
| 22.0 | % | |
| (0.6 | )% | |
| | |
Gross profit decreased 23.3% to $65.9 million
in 2015 from $85.9 million in 2014. The decrease in gross profit was primarily attributed to the decrease in sales. Gross margin
(gross profit as a percentage of sales) decreased to 21.4% in 2015 from 22.0% in 2014.
Operating Expenses
| |
Year Ended | |
| |
December 31, | |
(Dollars in millions) | |
2015 | | |
2014 | | |
Change | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Salaries and commissions | |
$ | 28.5 | | |
$ | 31.2 | | |
$ | (2.7 | ) | |
| (8.5 | )% |
Other operating expenses | |
| 25.0 | | |
| 26.4 | | |
| (1.4 | ) | |
| (5.2 | )% |
Depreciation and amortization | |
| 2.9 | | |
| 2.9 | | |
| 0.0 | | |
| (0.1 | )% |
Impairment charge | |
| 3.4 | | |
| — | | |
| 3.4 | | |
| n/a | |
Total operating expenses | |
$ | 59.9 | | |
$ | 60.5 | | |
$ | (0.6 | ) | |
| (1.0 | )% |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses as a percent of sales | |
| 19.4 | % | |
| 15.5 | % | |
| 3.9 | % | |
| | |
Note: Due to rounding, numbers may not add up to total operating
expenses.
Salaries and Commissions. Salaries
and commissions decreased 8.5% to $28.5 million in 2015 from $31.2 million in 2014. Commissions decreased $1.4 million as sales
and gross profit decreased. Salaries decreased $1.3 million primarily due to a headcount reduction as part of our cost savings
initiative.
Other Operating Expenses. Other
operating expenses decreased 5.2% to $25.0 million in 2015 from $26.4 million in 2014 primarily due to the decrease in sales volume
and the related decrease in warehouse expenses, the decrease in facility expenses due to the Southwest consolidation, lower benefits
and employee related expenses as the full-time employee headcount decreased, offset by facility moving costs.
Depreciation and Amortization. Depreciation
and amortization was flat in both years at $2.9 million.
Impairment Charge. The Company
recorded a non-cash impairment charge in 2015 with respect to its Southwest reporting unit and in respect of tradenames at its
Southern and Southwest reporting units. (See Note 3 to our Consolidated Financial Statements)
Operating expenses as a percentage of sales
increased to 19.4% in 2015 from 15.5%. This increase primarily relates to the impairment of goodwill offset by the savings in salaries
and commissions and other operating expenses.
Interest Expense
Interest expense decreased 22.9% to $0.9
million in 2015 from $1.2 million in 2014 due to lower average debt and a higher effective interest rate. Average debt was $43.9
million in 2015 compared to $55.6 million in 2014. The average effective interest rate decreased to 1.9% in 2015 from 2.1% in 2014.
This decrease was primarily due to the lower interest rates associated with the new Loan and Security Agreement.
Income Tax Expense
Income tax expense decreased 66.9% to $3.1
million in 2015 compared to $9.3 million in 2014. The effective income tax rate increased to 60.1% in 2015 from 38.3% in 2014,
primarily due to the non-deductible portion of the impairment charge in 2015, which increased the rate by 20.0% and the impact
of the share-based compensation deficit of 3.7%. The Company has exhausted the excess tax benefits arising from stock-based compensation
transactions (APIC pool), therefore any future net deficits will result in incremental income tax expense.
Net Income
We achieved net income of $2.0 million in 2015
compared to $15.0 million in 2014, a decrease of 86.3%, primarily due to the lower level of activity and the non-cash impairment
charge in 2015.
Comparison of Years Ended December 31, 2014 and 2013
Sales
| |
Year Ended | |
| |
December 31, | |
(Dollars in millions) | |
2014 | | |
2013 | | |
Change | |
Sales | |
$ | 390.0 | | |
$ | 383.3 | | |
$ | 6.7 | | |
| 1.8 | % |
Our sales in 2014 increased 1.8% to $390.0
million from $383.3 million in 2013. When adjusted for the fluctuation in metal prices, revenues for the 2014 fiscal year increased
approximately 4% compared to 2013 sales. Our project business, especially across our key growth initiatives – Environmental
Compliance, Engineering & Construction, Industrials, LifeGuard™, Utility Power Generation, and Mechanical wire rope,
was up approximately 9% on a metals-adjusted basis. MRO business grew at approximately 1% on a metals-adjusted basis.
Gross Profit
| |
Year Ended | |
| |
December 31, | |
(Dollars in millions) | |
2014 | | |
2013 | | |
Change | |
Gross profit | |
$ | 85.9 | | |
$ | 84.7 | | |
$ | 1.3 | | |
| 1.5 | % |
Gross profit as a percent of sales | |
| 22.0 | % | |
| 22.1 | % | |
| (0.1 | )% | |
| | |
Gross profit increased 1.5% to $85.9 million
in 2014 from $84.7 million in 2013. The increase in gross profit was primarily attributed to the increase in sales. Gross margin
decreased slightly to 22.0% in 2014 from 22.1% in 2013.
Operating Expenses
| |
Year Ended | |
| |
December 31, | |
(Dollars in millions) | |
2014 | | |
2013 | | |
Change | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Salaries and commissions | |
$ | 31.2 | | |
$ | 30.9 | | |
$ | 0.3 | | |
| 0.8 | % |
Other operating expenses | |
| 26.4 | | |
| 26.1 | | |
| 0.3 | | |
| 1.3 | % |
Depreciation and amortization | |
| 2.9 | | |
| 3.0 | | |
| (0.1 | ) | |
| (2.0 | )% |
Impairment charge | |
| — | | |
| 7.6 | | |
| (7.6 | ) | |
| (100.0 | )% |
Total operating expenses | |
$ | 60.5 | | |
$ | 67.6 | | |
$ | (7.0 | ) | |
| (10.4 | )% |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses as a percent of sales | |
| 15.5 | % | |
| 17.6 | % | |
| (2.1 | )% | |
| | |
Note: Due to rounding, numbers may not add up to total operating
expenses.
Salaries and Commissions. Salaries and commissions increased
0.8% to $31.2 million in 2014 from $30.9 million in 2013. Commissions increased $0.8 million as certain salespersons and managers
exceeded targets and some managers received bonuses. Salaries decreased $0.5 million due to our cost savings initiative.
Other Operating Expenses. Other
operating expenses increased 1.3% to $26.4 million in 2014 from $26.1 million in 2013 primarily due to increased costs of the distribution
network including the addition of two new operating locations, partially offset by lower benefits and employee related expenses
as the full-time employee headcount decreased.
Depreciation and Amortization. Depreciation
and amortization decreased 2.0% to $2.9 million in 2014 from $3.0 million in 2013.
Impairment Charge. The
Company recorded a non-cash goodwill impairment charge in 2013 with respect to its Southern reporting unit. (See Note 3 to our
Consolidated Financial Statements)
Operating expenses as a percentage of sales
decreased to 15.5% in 2014 from 17.6% in 2013 due to the absence of a goodwill impairment charge in 2014 partially offset by higher
salaries and commissions, and other operating expenses.
Interest Expense
Interest expense increased 17.7% to $1.2
million in 2014 from $1.0 million in 2013 due to higher average debt and a higher effective interest rate. Average debt was $55.6
million in 2014 compared to $47.8 million in 2013. The average effective interest rate increased to 2.1% in 2014 from 1.9% in 2013.
This increase was primarily due to the higher applicable LIBOR spread as a result of the lower availability under the loan agreement
in 2014.
Income Tax Expense
Income tax expense increased 13.1% to $9.3
million in 2014 compared to $8.2 million in 2013. The effective income tax rate decreased to 38.3% in 2014 from 51.0% in 2013 primarily
due to the non-deductible portion of the goodwill impairment charge in 2013.
Net Income
We achieved net income of $15.0 million
in 2014 compared to $7.9 million in 2013, an increase of 89.5%, primarily due to the non-cash goodwill impairment in 2013.
Impact of Inflation and Commodity Prices
Our results of operations are affected by
changes in the inflation rate and commodity prices. Moreover, because copper, steel, aluminum and petrochemical products are components
of the wire and cable and related hardware we sell, fluctuations in the costs of these and other commodities have historically
affected our operating results. We estimate decreasing metal prices negatively impacted sales by approximately 7% in 2015. To
the extent commodity prices decline, the net realizable value of our existing inventory could also decline, and our gross profit
can be adversely affected because of either reduced selling prices or lower of cost or market adjustments in the carrying value
of our inventory. If we turn our inventory approximately three times a year, the impact of changes in commodity prices in any
particular quarter would primarily affect the results of the succeeding two calendar quarters. If we are unable to pass on
to our customers future cost increases due to inflation or rising commodity prices, our operating results could be adversely affected.
Liquidity and Capital Resources
Our primary capital needs are for working
capital obligations, capital expenditures, dividend payments, our stock repurchase program and other general corporate purposes,
including acquisitions. Our primary sources of working capital are cash from operations supplemented by bank borrowings.
Liquidity is defined as the ability
to generate adequate amounts of cash to meet the current need for cash. We assess our liquidity in terms of our ability to generate
cash to fund our operating activities. Significant factors which could affect liquidity include the following:
| • | the adequacy of available bank lines of credit; |
| • | cash flows generated from operating activities; |
| • | additional stock repurchases; |
| • | the ability to attract long-term capital with satisfactory terms |
Comparison of Years Ended December 31, 2015 and 2014
Our net cash provided by operating activities
was $31.8 million in 2015 compared to $11.3 million in 2014. Our net income decreased by $12.9 million or 86.3% to $2.0 million
in 2015 from $15.0 million in 2014.
Changes in our operating assets and liabilities
resulted in cash provided by operating activities of $22.6 million in 2015. Accounts receivable decreased $15.4 million, primarily
due to decreased sales in 2015. Inventories decreased $12.8 million to align with the reduction in sales volume. Partially offsetting
these sources of cash was the decrease in trade accounts payable of $1.6 million primarily due to lower inventory. Accrued and
other current liabilities decreased $3.6 million primarily due to lower accrued wire purchases.
Net cash used in investing activities was $3.1
million in 2015 compared to $2.2 million in 2014. The increase was primarily attributable to renovations related to the purchase
of a building in December 2013 used to consolidate the four existing Southwest Houston locations.
Net cash used in financing activities was
$28.7 million in 2015 compared to $9.1 million in 2014. Net payments on the revolver of $14.7 million, the payment of dividends
of $7.2 million and the purchase of treasury stock of $6.9 million were the main components of financing activities in 2015.
Comparison of Years Ended December 31, 2014 and 2013
Our net cash provided by operating activities
was $11.3 million in 2014 compared to $20.7 million in 2013. Our net income increased by $7.1 million or 89.5% to $15.0 million
in 2014 from $7.9 million in 2013.
Changes in our operating assets and liabilities
resulted in cash used in operating activities of $7.5 million in 2014. Trade accounts payable decreased $5.6 million primarily
due to lower inventory. Accrued and other current liabilities decreased $5.8 million primarily due to lower accrued wire purchases.
Partially offsetting these uses of cash was the decrease in inventory totaling $6.1 million.
Net cash used in investing activities was
$2.2 million in 2014 compared to $3.4 million in 2013. The decrease was primarily attributable to the purchase of a building in
December 2013. The building was undergoing renovation, which was completed in 2015, and has been used to consolidate four existing
Southwest locations.
Net cash used in financing activities was
$9.1 million in 2014 compared to $17.6 million in 2013. The payment of dividends of $8.3 million and the purchase of treasury stock
of $6.9 million partially offset by net borrowings on the revolver of $5.9 million were the main components of financing activities
in 2014.
Indebtedness
Our principal source of liquidity at December 31,
2015 was working capital of $107.0 million compared to $130.1 million at December 31, 2014. We also had available
borrowing capacity under our loan agreement in the amount of $41.5 million at December 31, 2015 and $42.4 million at
December 31, 2014.
We believe that we will have adequate availability
of capital to fund our present operations, meet our commitments on our existing debt, continue to fund our dividend payments and
stock repurchase program, and fund anticipated growth over the next twelve months, including expansion in existing and targeted
market areas. We continually seek potential acquisitions and from time to time hold discussions with acquisition candidates. If
suitable acquisition opportunities or working capital needs arise that would require additional financing, we believe that our
financial position and earnings history provide a solid base for obtaining additional financing resources at competitive rates
and terms. Additionally, based on market conditions, we may decide to issue additional shares of common or preferred stock to raise
funds.
Loan and Security Agreement
On October 1, 2015, HWC Wire & Cable
Company, as borrower, entered into the Fourth Amended and Restated Loan and Security Agreement (the “2015 Loan Agreement”),
with Bank of America, N.A., as agent and lender, and the Company as guarantor. The 2015 Loan Agreement provides a $100 million
revolving credit facility and expires on September 30, 2020. Under certain circumstances the Company may request an increase in
the commitment by an additional $50 million. Borrowings under the 2015 Loan Agreement bear interest at the British Bankers Association
LIBOR Rate plus 100 to 150 basis points based on availability, if a LIBOR loan, or at a fluctuating rate equal to the greatest
of the agent’s prime rate, the federal funds rate plus 50 basis points, or LIBOR for a 30-day interest period plus 150 basis
points, if a Base Rate loan. The unused commitment fee is 25 basis points. Availability under the 2015 Loan Agreement is limited
to a borrowing base equal to 85% of the value of eligible accounts receivable, plus the lesser of 70% of the value of eligible
inventory or 90% of the net orderly liquidation value percentage of the value of eligible inventory, in each case less certain
reserves. The 2015 Loan Agreement is secured by substantially all of the property of the Company, other than real estate.
Covenants in the 2015 Loan Agreement require
us to maintain certain minimum financial ratios and/or availability levels. Repaid amounts can be re-borrowed subject to the borrowing
base. As of December 31, 2015, we met the availability-based covenant.
Contractual Obligations
The following table describes our cash
commitments to settle contractual obligations as of December 31, 2015.
| |
Total | | |
Less than 1 year | | |
1-3 years | | |
3-5 years | | |
More than 5 years | |
| |
(In thousands) | |
Loans payable | |
$ | 39,188 | | |
$ | — | | |
$ | — | | |
$ | 39,188 | | |
$ | — | |
Operating lease obligations | |
| 8,904 | | |
| 2,513 | | |
| 3,927 | | |
| 1,716 | | |
| 748 | |
Non-cancellable purchase obligations (1) | |
| 33,826 | | |
| 33,826 | | |
| — | | |
| — | | |
| — | |
Total | |
$ | 81,918 | | |
$ | 36,339 | | |
$ | 3,927 | | |
$ | 40,904 | | |
$ | 748 | |
| (1) | These obligations reflect purchase orders outstanding with manufacturers as of December 31,
2015. We believe that some of
these obligations may be cancellable upon negotiation with our vendors, but we are treating these as non-cancellable for this
disclosure due to the absence of an express cancellation right. |
Capital Expenditures
We made capital expenditures of $3.1 million,
$2.2 million and $3.4 million in the years ended December 31, 2015, 2014 and 2013, respectively. The 2013 expenditures included
the $2.5 million purchase of a facility which has been used to consolidate the Southwest operations in Houston in 2015. To complete
the renovation and build out of the facility, additional amounts of $1.9 million and $1.0 million were incurred in 2015 and 2014,
respectively.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements,
other than operating leases.
Financial Derivatives
We have no financial derivatives.
Market Risk Management
We are exposed to market risks arising
from changes in market prices, including movements in interest rates and commodity prices.
Interest Rate Risk
Borrowings under our 2015 Loan Agreement
bear interest at variable interest rates and therefore are sensitive to changes in the general level of interest rates. At December 31,
2015, the weighted average interest rate on our $39.2 million of variable interest debt was approximately 1.7%.
While our variable rate debt obligations
expose us to the risk of rising interest rates, management does not believe that the potential exposure is material to our overall
financial performance or results of operations. Based on December 31, 2015 borrowing levels, a 1.0% change in the applicable
interest rates would have a $0.4 million effect on our annual interest expense.
Commodity Risk
We are subject to periodic fluctuations
in copper prices, as our products have varying levels of copper content in their construction. In addition, varying steel, aluminum
and petrochemical prices also impact certain products we purchase. Profitability is influenced by these fluctuations as prices
change between the time we buy and sell our products.
Foreign Currency Exchange Rate Risk
Our products are purchased and invoiced
in U.S. dollars. Accordingly, we do not believe we are exposed to foreign exchange rate risk.
Climate Risk
Our operations are subject to inclement
weather conditions including hurricanes, earthquakes and abnormal weather events. Our previous experience from these events has
had a minimal effect on our operations.
Factors Affecting Future Results
This Annual Report on Form 10-K contains
statements that may be considered forward-looking. These statements can be identified by the fact that they do not relate
strictly to historical or current facts. They use words such as "aim," "anticipate," "believe," "could,"
"estimate," "expect," "intend," "may," "plan," "project," "should,"
"will be," "will continue," "will likely result," "would" and other words and terms of
similar meaning in conjunction with a discussion of future operating or financial performance. You should read statements that
contain these words carefully, because they discuss our future expectations, contain projections of our future results of operations
or of our financial position or state other "forward-looking" information. Actual results could differ materially
from the results indicated by these statements, because the realization of those results is subject to many risks and uncertainties. Some
of these risks and uncertainties are discussed in greater detail under Item 1A, "Risk Factors."
All forward-looking statements are based
on current management expectations and speak only as of the date of this filing. Except as required under federal securities laws
and the rules and regulations of the SEC, we do not have any intention, and do not undertake, to update any forward-looking statements
to reflect events or circumstances arising after the date of this Form 10-K.
ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
Quantitative and Qualitative Disclosures
about Market Risk are reported in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results
of Operations”, under the captions “Market Risk Management”, “Interest Rate Risk”, “Commodity
Risk”, and “Foreign Currency Exchange Rate Risk”.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
Houston Wire & Cable Company
Index to consolidated financial statements
Report of Independent
Registered Public Accounting Firm
The Board of Directors and Stockholders
Houston Wire & Cable Company
We have audited the accompanying consolidated
balance sheets of Houston Wire & Cable Company (the Company) as of December 31, 2015 and 2014, and the related consolidated
statements of income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2015.
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
these financial statements 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. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements
referred to above present fairly, in all material respects, the consolidated financial position of Houston Wire & Cable Company
at December 31, 2015 and 2014, and the consolidated results of its operations and its cash flows for each of the three years in
the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with
the standards of the Public Company Accounting Oversight Board (United States), Houston Wire & Cable Company’s internal
control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 10,
2016 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Houston, Texas
March 10, 2016
Houston Wire & Cable Company
Consolidated Balance Sheets
| |
December 31, | |
| |
2015 | | |
2014 | |
| |
(In thousands, except share data) | |
| |
| | |
| |
Assets | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Accounts receivable, net | |
$ | 46,250 | | |
$ | 61,599 | |
Inventories, net | |
| 75,777 | | |
| 88,958 | |
Deferred income taxes | |
| 3,074 | | |
| 3,188 | |
Income taxes | |
| 932 | | |
| 219 | |
Prepaids | |
| 648 | | |
| 565 | |
Total current assets | |
| 126,681 | | |
| 154,529 | |
| |
| | | |
| | |
Property and equipment, net | |
| 10,899 | | |
| 8,954 | |
Intangible assets, net | |
| 5,984 | | |
| 8,501 | |
Goodwill | |
| 14,866 | | |
| 17,520 | |
Deferred income taxes | |
| 264 | | |
| — | |
Other assets | |
| 419 | | |
| 309 | |
Total assets | |
$ | 159,113 | | |
$ | 189,813 | |
| |
| | | |
| | |
Liabilities and stockholders’ equity | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Book overdraft | |
$ | 3,701 | | |
$ | 3,113 | |
Trade accounts payable | |
| 6,380 | | |
| 7,993 | |
Accrued and other current liabilities | |
| 9,568 | | |
| 13,104 | |
Total current liabilities | |
| 19,649 | | |
| 24,210 | |
| |
| | | |
| | |
Debt | |
| 39,188 | | |
| 53,847 | |
Other long-term obligations | |
| 275 | | |
| 274 | |
Deferred income taxes | |
| — | | |
| 175 | |
Total liabilities | |
| 59,112 | | |
| 78,506 | |
| |
| | | |
| | |
Stockholders’ equity: | |
| | | |
| | |
Preferred stock, $0.001 par value; 5,000,000 shares authorized, none issued and outstanding | |
| — | | |
| — | |
Common stock, $0.001 par value; 100,000,000 shares authorized: 20,988,952 shares issued: 16,712,626 and 17,508,015 shares outstanding at December 31, 2015 and 2014, respectively | |
| 21 | | |
| 21 | |
Additional paid-in capital | |
| 54,621 | | |
| 54,871 | |
Retained earnings | |
| 106,048 | | |
| 111,233 | |
Treasury stock | |
| (60,689 | ) | |
| (54,818 | ) |
Total stockholders’ equity | |
| 100,001 | | |
| 111,307 | |
| |
| | | |
| | |
Total liabilities and stockholders’ equity | |
$ | 159,113 | | |
$ | 189,813 | |
The accompanying notes are an integral part
of these consolidated financial statements.
Houston Wire & Cable Company
Consolidated Statements of Income
| |
Year Ended December 31, | |
| |
2015 | | |
2014 | | |
2013 | |
| |
| | |
| | |
| |
| |
(In thousands, except share and per share data) | |
| |
| | |
| | |
| |
Sales | |
$ | 308,133 | | |
$ | 390,011 | | |
$ | 383,292 | |
Cost of sales | |
| 242,223 | | |
| 304,073 | | |
| 298,633 | |
Gross profit | |
| 65,910 | | |
| 85,938 | | |
| 84,659 | |
| |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | | |
| | |
Salaries and commissions | |
| 28,537 | | |
| 31,196 | | |
| 30,946 | |
Other operating expenses | |
| 25,023 | | |
| 26,400 | | |
| 26,068 | |
Depreciation and amortization | |
| 2,915 | | |
| 2,919 | | |
| 2,978 | |
Impairment charge | |
| 3,417 | | |
| — | | |
| 7,562 | |
Total operating expenses | |
| 59,892 | | |
| 60,515 | | |
| 67,554 | |
| |
| | | |
| | | |
| | |
Operating income | |
| 6,018 | | |
| 25,423 | | |
| 17,105 | |
Interest expense | |
| 901 | | |
| 1,168 | | |
| 992 | |
Income before income taxes | |
| 5,117 | | |
| 24,255 | | |
| 16,113 | |
Income tax provision | |
| 3,073 | | |
| 9,283 | | |
| 8,211 | |
Net income | |
$ | 2,044 | | |
$ | 14,972 | | |
$ | 7,902 | |
| |
| | | |
| | | |
| | |
Earnings per share: | |
| | | |
| | | |
| | |
Basic | |
$ | 0.12 | | |
$ | 0.85 | | |
$ | 0.44 | |
Diluted | |
$ | 0.12 | | |
$ | 0.85 | | |
$ | 0.44 | |
| |
| | | |
| | | |
| | |
Weighted average common shares outstanding: | |
| | | |
| | | |
| | |
Basic | |
| 17,012,560 | | |
| 17,605,290 | | |
| 17,805,464 | |
Diluted | |
| 17,067,593 | | |
| 17,683,931 | | |
| 17,900,372 | |
| |
| | | |
| | | |
| | |
Dividends declared per share | |
$ | 0.42 | | |
$ | 0.47 | | |
$ | 0.42 | |
The accompanying notes are an integral part
of these consolidated financial statements.
Houston Wire & Cable Company
Consolidated Statements of Stockholders'
Equity
| |
| | |
Additional | | |
| | |
| | |
Total | |
| |
Common Stock | | |
Paid-In | | |
Retained | | |
Treasury Stock | | |
Stockholders' | |
| |
Shares | | |
Amount | | |
Capital | | |
Earnings | | |
Shares | | |
Amount | | |
Equity | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| |
(In thousands, except share data) | |
Balance at December 31, 2012 | |
| 20,988,952 | | |
$ | 21 | | |
$ | 55,291 | | |
$ | 104,252 | | |
| (3,089,453 | ) | |
$ | (50,484 | ) | |
$ | 109,080 | |
Net income | |
| — | | |
| — | | |
| — | | |
| 7,902 | | |
| — | | |
| — | | |
| 7,092 | |
Exercise of stock options, net | |
| — | | |
| — | | |
| (526 | ) | |
| — | | |
| 62,312 | | |
| 1,018 | | |
| 492 | |
Excess tax benefit (deficiency) | |
| — | | |
| — | | |
| 39 | | |
| — | | |
| — | | |
| — | | |
| 39 | |
Amortization of unearned stock compensation | |
| — | | |
| — | | |
| 900 | | |
| — | | |
| — | | |
| — | | |
| 900 | |
Impact of forfeited vested options | |
| — | | |
| — | | |
| (108 | ) | |
| — | | |
| — | | |
| — | | |
| (108 | ) |
Impact of forfeited restricted stock awards | |
| — | | |
| — | | |
| 232 | | |
| — | | |
| (14,165 | ) | |
| (232 | ) | |
| — | |
Issuance of restricted stock awards | |
| — | | |
| — | | |
| (186 | ) | |
| — | | |
| 11,338 | | |
| 186 | | |
| — | |
Impact of surrendered equity awards to satisfy taxes | |
| — | | |
| — | | |
| — | | |
| — | | |
| (4,952 | ) | |
| (64 | ) | |
| (64 | ) |
Dividends on common stock | |
| — | | |
| — | | |
| — | | |
| (7,547 | ) | |
| — | | |
| — | | |
| (7,547 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance at December 31, 2013 | |
| 20,988,952 | | |
| 21 | | |
| 55,642 | | |
| 104,607 | | |
| (3,034,920 | ) | |
| (49,576 | ) | |
| 110,694 | |
Net income | |
| — | | |
| — | | |
| — | | |
| 14,972 | | |
| — | | |
| — | | |
| 14,972 | |
Exercise of stock options, net | |
| — | | |
| — | | |
| (116 | ) | |
| — | | |
| 18,500 | | |
| 297 | | |
| 181 | |
Repurchase of treasury shares | |
| — | | |
| — | | |
| — | | |
| — | | |
| (555,008 | ) | |
| (6,980 | ) | |
| (6,980 | ) |
Excess tax benefit (deficiency) | |
| — | | |
| — | | |
| (10 | ) | |
| — | | |
| — | | |
| — | | |
| (10 | ) |
Amortization of unearned stock compensation | |
| — | | |
| — | | |
| 868 | | |
| — | | |
| — | | |
| — | | |
| 868 | |
Impact of forfeited vested options | |
| — | | |
| — | | |
| (72 | ) | |
| — | | |
| — | | |
| — | | |
| (72 | ) |
Impact of forfeited restricted stock awards | |
| — | | |
| — | | |
| 186 | | |
| — | | |
| (11,666 | ) | |
| (186 | ) | |
| — | |
Impact of released vested restricted stock units | |
| — | | |
| — | | |
| (172 | ) | |
| | | |
| 10,709 | | |
| 172 | | |
| — | |
Issuance of restricted stock awards | |
| — | | |
| — | | |
| (1,455 | ) | |
| — | | |
| 91,448 | | |
| 1,455 | | |
| — | |
Dividends on common stock | |
| — | | |
| — | | |
| — | | |
| (8,346 | ) | |
| — | | |
| — | | |
| (8,346 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance at December 31, 2014 | |
| 20,988,952 | | |
| 21 | | |
| 54,871 | | |
| 111,233 | | |
| (3,480,937 | ) | |
| (54,818 | ) | |
| 111,307 | |
Net income | |
| — | | |
| — | | |
| — | | |
| 2,044 | | |
| — | | |
| — | | |
| 2,044 | |
Exercise of stock options, net | |
| — | | |
| — | | |
| (48 | ) | |
| — | | |
| 4,125 | | |
| 59 | | |
| 11 | |
Repurchase of treasury shares | |
| — | | |
| — | | |
| — | | |
| — | | |
| (865,922 | ) | |
| (6,858 | ) | |
| (6,858 | ) |
Excess tax benefit (deficiency) | |
| — | | |
| — | | |
| (40 | ) | |
| — | | |
| — | | |
| — | | |
| (40 | ) |
Amortization of unearned stock compensation | |
| — | | |
| — | | |
| 886 | | |
| — | | |
| — | | |
| — | | |
| 886 | |
Impact of forfeited vested options | |
| — | | |
| — | | |
| (120 | ) | |
| — | | |
| — | | |
| — | | |
| (120 | ) |
Impact of forfeited restricted stock awards | |
| — | | |
| — | | |
| 784 | | |
| — | | |
| (52,128 | ) | |
| (784 | ) | |
| — | |
Impact of released vested restricted stock units | |
| — | | |
| — | | |
| (224 | ) | |
| — | | |
| 14,946 | | |
| 224 | | |
| — | |
Issuance of restricted stock awards | |
| — | | |
| — | | |
| (1,488 | ) | |
| — | | |
| 103,590 | | |
| 1,488 | | |
| — | |
Dividends on common stock | |
| — | | |
| — | | |
| — | | |
| (7,229 | ) | |
| — | | |
| — | | |
| (7,229 | ) |
Balance at December 31, 2015 | |
| 20,988,952 | | |
$ | 21 | | |
$ | 54,621 | | |
$ | 106,048 | | |
| (4,276,326 | ) | |
$ | (60,689 | ) | |
$ | 100,001 | |
The accompanying
notes are an integral part of these consolidated financial statements.
Houston Wire & Cable Company
Consolidated Statements of Cash Flows
| |
Year Ended December 31, | |
| |
2015 | | |
2014 | | |
2013 | |
| |
(In thousands) | |
Operating activities | |
| | | |
| | | |
| | |
Net income | |
$ | 2,044 | | |
$ | 14,972 | | |
$ | 7,902 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |
| | | |
| | | |
| | |
Impairment charge | |
| 3,417 | | |
| — | | |
| 7,562 | |
Depreciation and amortization | |
| 2,915 | | |
| 2,919 | | |
| 2,978 | |
Amortization of unearned stock compensation | |
| 886 | | |
| 868 | | |
| 900 | |
Provision for inventory obsolescence | |
| 397 | | |
| 1,002 | | |
| 559 | |
Deferred income taxes | |
| (485 | ) | |
| (923 | ) | |
| (1,485 | ) |
Other non-cash items | |
| 38 | | |
| (43 | ) | |
| (15 | ) |
Changes in operating assets and liabilities: | |
| | | |
| | | |
| | |
Accounts receivable | |
| 15,352 | | |
| (1,144 | ) | |
| 5,516 | |
Inventories | |
| 12,784 | | |
| 6,147 | | |
| (12,004 | ) |
Book overdraft | |
| 588 | | |
| (1,481 | ) | |
| 4,594 | |
Trade accounts payable | |
| (1,613 | ) | |
| (5,644 | ) | |
| 1,307 | |
Accrued and other current liabilities | |
| (3,557 | ) | |
| (5,794 | ) | |
| 3,312 | |
Income taxes | |
| (713 | ) | |
| 184 | | |
| (435 | ) |
Other operating activities | |
| (224 | ) | |
| 206 | | |
| 54 | |
Net cash provided by operating activities | |
| 31,829 | | |
| 11,269 | | |
| 20,745 | |
| |
| | | |
| | | |
| | |
Investing activities | |
| | | |
| | | |
| | |
Expenditures for property and equipment | |
| (3,123 | ) | |
| (2,177 | ) | |
| (3,396 | ) |
Proceeds from disposals of property and equipment | |
| 8 | | |
| 25 | | |
| 2 | |
Net cash used in investing activities | |
| (3,115 | ) | |
| (2,152 | ) | |
| (3,394 | ) |
| |
| | | |
| | | |
| | |
Financing activities | |
| | | |
| | | |
| | |
Borrowings on revolver | |
| 310,366 | | |
| 405,884 | | |
| 396,724 | |
Payments on revolver | |
| (325,025 | ) | |
| (399,989 | ) | |
| (407,360 | ) |
Proceeds from exercise of stock options | |
| 11 | | |
| 181 | | |
| 492 | |
Payment of dividends | |
| (7,172 | ) | |
| (8,293 | ) | |
| (7,466 | ) |
Excess tax benefit for options | |
| — | | |
| 7 | | |
| 49 | |
Purchase of treasury stock | |
| (6,894 | ) | |
| (6,907 | ) | |
| (64 | ) |
Net cash used in financing activities | |
| (28,714 | ) | |
| (9,117 | ) | |
| (17,625 | ) |
| |
| | | |
| | | |
| | |
Net change in cash | |
| — | | |
| — | | |
| (274 | ) |
Cash at beginning of year | |
| — | | |
| — | | |
| 274 | |
| |
| | | |
| | | |
| | |
Cash at end of year | |
$ | — | | |
$ | — | | |
$ | — | |
Supplemental disclosures | |
| | | |
| | | |
| | |
Cash paid during the year for interest | |
$ | 900 | | |
$ | 1,160 | | |
$ | 998 | |
Cash paid during the year for income taxes | |
$ | 4,278 | | |
$ | 10,029 | | |
$ | 10,236 | |
The accompanying notes are an integral part
of these consolidated financial statements.
Houston Wire & Cable Company
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and
per share data)
| 1. | Organization and Summary of Significant Accounting Policies |
Description of Business
Houston Wire & Cable Company (the “Company”),
through its wholly owned subsidiaries, HWC Wire & Cable Company, Advantage Wire & Cable and Cable Management Services Inc.,
provides wire and cable, hardware and related services to the U.S. market through eighteen locations in thirteen states throughout
the United States. On June 25, 2010, the Company purchased Southwest Wire Rope LP (“Southwest”), its general partner
Southwest Wire Rope GP LLC and its wholly owned subsidiary, Southern Wire (“Southern”) and on January 1, 2011, merged
them into the Company’s operating subsidiary. The Company has no other business activity.
Basis of Presentation and Principles of Consolidation
The consolidated financial statements include
the accounts of the Company and its subsidiaries and have been prepared following accounting principles generally accepted in the
United States (“GAAP”) and the requirements of the Securities and Exchange Commission (“SEC”). The financial
statements include all normal and recurring adjustments that are necessary for a fair presentation of the Company’s financial
position and operating results. All significant inter-company balances and transactions have been eliminated.
Reclassifications
Certain prior period amounts have been reclassified
to conform to the current period presentation.
Use of Estimates
The preparation of the financial statements
in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. The most significant estimates are those relating to the allowance for doubtful accounts, the
reserve for returns and allowances, the inventory obsolescence reserve, vendor rebates, and asset impairments. Actual results could
differ materially from the estimates and assumptions used for the preparation of the financial statements.
Earnings per Share
Basic earnings per share is calculated
by dividing net income by the weighted average number of common shares outstanding. Diluted earnings per share include the dilutive
effects of stock option and unvested restricted stock awards and units.
The following reconciles the denominator
used in the calculation of diluted earnings per share:
| |
Year Ended December 31, | |
| |
2015 | | |
2014 | | |
2013 | |
Denominator: | |
| | | |
| | | |
| | |
Weighted average common shares for basic earnings per share | |
| 17,012,560 | | |
| 17,605,290 | | |
| 17,805,464 | |
Effect of dilutive securities | |
| 55,033 | | |
| 78,641 | | |
| 94,908 | |
Denominator for diluted earnings per share | |
| 17,067,593 | | |
| 17,683,931 | | |
| 17,900,372 | |
Options to purchase 643,738, 476,473
and 478,458 shares of common stock were not included in the diluted net income per share calculation for 2015, 2014 and 2013, respectively,
as their inclusion would have been anti-dilutive.
Accounts Receivable
Accounts receivable consists primarily
of receivables from customers, less an allowance for doubtful accounts of $132 and $139, and a reserve for returns and allowances
of $322 and $422 at December 31, 2015 and 2014, respectively. The Company has no contractual repurchase arrangements with
its customers. Credit losses have been within management’s expectations.
The following table summarizes the changes
in the allowance for doubtful accounts for the past three years:
| |
2015 | | |
2014 | | |
2013 | |
Balance at beginning of year | |
$ | 139 | | |
$ | 148 | | |
$ | 213 | |
Bad debt expense | |
| 97 | | |
| 50 | | |
| (59 | ) |
Write-offs, net of recoveries | |
| (104 | ) | |
| (59 | ) | |
| (6 | ) |
Balance at end of year | |
$ | 132 | | |
$ | 139 | | |
$ | 148 | |
Inventories
Inventories are carried at the lower of
cost, using the average cost method, or market and consist primarily of goods purchased for resale, less a reserve for obsolescence
and unusable items and unamortized vendor rebates. The reserve for inventory is based upon a number of factors, including the experience
of the purchasing and sales departments, age of the inventory, new product offerings, and other factors. The reserve for inventory
may periodically require adjustment as the factors identified above change. The inventory reserve was $4,829 and $4,478 at December 31,
2015 and 2014, respectively.
Vendor Rebates
Under many of the Company’s arrangements
with its vendors, the Company receives a rebate of a specified amount of consideration, payable when the Company achieves any of
a number of measures, generally related to the volume level of purchases from the vendors. The Company accounts for such rebates
as a reduction of the prices of the vendors’ products and therefore as a reduction of inventory until it sells the products,
at which time such rebates reduce cost of sales in the accompanying consolidated statements of income. Throughout the year, the
Company estimates the amount of the rebates earned based on purchases to date relative to the total purchase levels expected to
be achieved during the rebate period. The Company continually revises these estimates to reflect rebates expected to be earned
based on actual purchase levels and forecasted purchase volumes for the remainder of the rebate period.
Property and Equipment
The Company provides for depreciation on
a straight-line method over the following estimated useful lives:
Buildings | |
25 to 30 years |
Machinery and equipment | |
3 to 10 years |
Leasehold improvements are depreciated
over their estimated life or the term of the lease, whichever is shorter.
Total depreciation expense was approximately
$1,162, $1,186, and $1,245 for the years ended December 31, 2015, 2014 and 2013, respectively.
Goodwill
Goodwill represents the excess of the amount
paid to acquire businesses over the estimated fair value of tangible assets and identifiable intangible assets acquired, less liabilities
assumed. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often
involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount rates
and asset lives among other items. At December 31, 2015, the goodwill balance was $14.9 million, representing 9.3% of the Company’s
total assets.
The Company reviews goodwill for impairment
annually, or more frequently if indications of possible impairment exist, using a three-step process. The first step is a qualitative
evaluation as to whether it is more likely than not that the fair value of any of the reporting units is less than its carrying
value using an assessment of relevant events and circumstances. Examples of such events and circumstances include financial performance,
industry and market conditions, macroeconomic conditions, reporting unit-specific events, historical results of goodwill impairment
testing and the timing of the last performance of a quantitative assessment. If the Company concludes that the goodwill associated
with any reporting unit is more likely than not impaired, a second step is performed for that reporting unit. This second step,
used to quantitatively screen for potential impairment, compares the fair value of the reporting unit with its carrying amount,
including goodwill. The third step, employed for any reporting unit that fails the second step, is used to measure the amount of
any potential impairment and compares the implied fair value of the reporting unit’s goodwill with the carrying amount of
goodwill.
Intangibles
Intangible assets, from the acquisition
of Southwest and Southern in 2010, consist of customer relationships, tradenames, and non-compete agreements. The customer relationships
are amortized over 6 or 7 year useful lives and non-compete agreements were amortized over a 1 year useful life. If events or
circumstances were to indicate that any of the Company’s definite-lived intangible assets might be impaired, the Company
would assess recoverability based on the estimated undiscounted future cash flows to be generated from the applicable intangible
asset. Tradenames are not being amortized and are tested for impairment on an annual basis.
Self Insurance
The Company retains certain self-insurance
risks for both health benefits and property and casualty insurance programs. The Company limits its exposure to these self-insurance
risks by maintaining excess and aggregate liability coverage. Self-insurance reserves are established based on claims filed and
estimates of claims incurred but not reported. The estimates are based on information provided to the Company by its claims administrators.
Segment Reporting
The Company operates in a single operating
and reporting segment, sales of wire and cable, hardware and related services to the U.S. market.
Revenue Recognition, Returns & Allowances
The Company recognizes revenue when the
following four basic criteria have been met:
1. Persuasive
evidence of an arrangement exists;
2. Delivery
has occurred or services have been rendered;
3. The seller’s
price to the buyer is fixed or determinable; and
4. Collectability
is reasonably assured.
The Company records revenue when customers
take delivery of products. Customers may pick up products at any distribution center location, or products may be delivered via
third party carriers. Products shipped via third party carriers are considered delivered based on the shipping terms, which are
generally FOB shipping point. Normal payment terms are net 30 days. Customers are permitted to return product only on a case-by-case
basis. Product exchanges are handled as a credit, with any replacement item being re-invoiced to the customer. Customer returns
are recorded as an adjustment to sales. In the past, customer returns have not been material. The Company has no installation obligations.
The Company may offer sales incentives,
which are accrued monthly as an adjustment to sales.
Shipping and Handling
The Company incurs shipping and handling
costs in the normal course of business. Freight amounts invoiced to customers are included as sales and freight charges and are
included as a component of cost of sales.
Credit Risk
The Company’s customers are located
primarily throughout the United States. No single customer accounted for 10% or more of the Company’s sales in 2015, 2014
or 2013. The Company performs periodic credit evaluations of its customers and generally does not require collateral.
Advertising Costs
Advertising costs are expensed when incurred.
Advertising expenses were $350, $284, and $333 for the years ended December 31, 2015, 2014, and 2013, respectively.
Financial Instruments
The carrying values of accounts receivable,
trade accounts payable and accrued and other current liabilities approximate fair value, due to the short maturity of these instruments.
The carrying amount of long term debt approximates fair value as it bears interest at variable rates.
Recent Accounting Pronouncements
The Financial Accounting Standards Board
(the “FASB”) Accounting Standards Codification (“ASC”) is the sole source of authoritative GAAP other than
SEC issued rules and regulations that apply only to SEC registrants. The FASB issues an Accounting Standard Update ("ASU")
to communicate changes to the codification. The Company considers the applicability and impact of all ASUs. The following are those
ASUs that are relevant to the Company.
In February 2016, the FASB issued ASU
No. 2016-02, “Leases (Topic 842)”. Under the new guidance, a lessee will be required to recognize assets and liabilities
for leases greater than 1 year, both capital and operating leases. This update is effective for public companies for fiscal years
beginning after December 15, 2018 with early adoption permitted. The Company has not yet evaluated this ASU.
In November 2015, the FASB issued ASU No.
2015-17, “Income Taxes (Topic 740) — Balance Sheet Classification of Deferred Taxes.” ASU No. 2015-17 eliminates
the requirement to classify deferred tax assets and liabilities as current or long-term based on how the related assets or liabilities
are classified. All deferred taxes are now required to be classified as long-term including any associated valuation allowances.
This guidance is effective for public companies for fiscal years beginning after December 15, 2016 with early adoption permitted
on either a prospective or retrospective basis. The Company is currently evaluating the timing of adoption of this ASU which impacts
only the balance sheet presentation.
In July 2015, the FASB issued ASU No. 2015-11,
“Simplifying the Measurement of Inventory” (Topic 330), which changes guidance for subsequent measurement of inventory
within the scope of the update from the lower of cost or market to the lower of cost and net realizable value. This update is effective
for annual and interim periods beginning after December 15, 2016 and early adoption is permitted. The Company is currently evaluating
the effects of adoption of this guidance on the Company's consolidated financial statements as well as determining the timing of
adoption.
In April 2015, the FASB issued ASU No.
2015-03, “Simplifying the Presentation of Debt Issuance Costs” (Subtopic 835-30). The amendments in this ASU require
debt issuance costs to be presented on the balance sheet as a direct reduction from the carrying amount of the related debt liability.
However, the guidance in this ASU did not address the presentation or subsequent measurement of debt issuance costs related to
line-of-credit arrangements, as a result ASU No. 2015-15 was issued to clarify that the SEC staff would not object to an entity
deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over
the term of the line-of-credit arrangement. The amendments in ASU No. 2015-03 are to be applied retrospectively and are effective
for interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted. The Company is currently
evaluating the timing of adoption of this ASU which impacts only the balance sheet presentation.
In May 2014, the FASB issued ASU No. 2014-09,
“Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in ASC Topic
605, “Revenue Recognition,” and most industry-specific guidance. This ASU is based on the principle that revenue is
recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount,
timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in
judgments, and assets recognized from costs incurred to obtain or fulfill a contract. The amendments in the ASU must be applied
using one of two retrospective methods and are effective for annual and interim periods beginning after December 15, 2017. Early
adoption for annual and interim periods beginning after December 31, 2016 is permitted. As the Company recognizes revenue only
once product has shipped, it does not believe this ASU will have a significant impact on its revenue recognition policy. However,
the Company is still evaluating the impact of this ASU on its financial position and results of operations, timing of adoption,
and which implementation method the Company will use.
Stock-Based Compensation
Stock options issued under the Company’s
stock plan have an exercise price equal to the fair value of the Company’s stock on the grant date. Restricted stock awards
and units are valued at the closing price of the Company’s stock on the grant date. The Company recognizes compensation expense
ratably over the vesting period. The Company’s compensation expense is included in salaries and commissions expense in the
accompanying consolidated statements of income.
The Company receives a tax deduction for
certain stock option exercises in the period in which the options are exercised, generally for the excess of the market price on
the date of exercise over the exercise price of the options. The Company reports excess tax benefits from the award of equity instruments
as financing cash flows. Excess tax benefits result when a deduction reported for tax return purposes for an award of equity instruments
exceeds the cumulative compensation cost for the instruments recognized for financial reporting purposes.
Income Taxes
Deferred tax assets and liabilities are
determined based on differences between the carrying amounts of assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes and are measured using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse.
| 2. | Detail of Selected Balance Sheet Accounts |
Property and Equipment
Property and equipment are stated at cost and consist
of:
| |
At December 31, | |
| |
2015 | | |
2014 | |
Land | |
$ | 2,476 | | |
$ | 2,476 | |
Buildings | |
| 7,706 | | |
| 5,759 | |
Machinery and equipment | |
| 11,885 | | |
| 11,220 | |
| |
| 22,067 | | |
| 19,455 | |
Less accumulated depreciation | |
| 11,168 | | |
| 10,501 | |
Total | |
$ | 10,899 | | |
$ | 8,954 | |
Intangible assets
Intangible assets consist of:
| |
At December 31, | |
| |
2015 | | |
2014 | |
Tradenames | |
$ | 3,846 | | |
$ | 4,610 | |
Customer relationships | |
| 11,630 | | |
| 11,630 | |
| |
| 15,476 | | |
| 16,240 | |
Less accumulated amortization: | |
| | | |
| | |
Tradenames | |
| — | | |
| — | |
Customer relationships | |
| 9,492 | | |
| 7,739 | |
| |
| 9,492 | | |
| 7,739 | |
Total | |
$ | 5,984 | | |
$ | 8,501 | |
Intangible assets include customer relationships
which are being amortized over 6 or 7 year useful lives. The weighted average amortization period for intangible assets is 6.6
years. Tradenames are not amortized; however, they are tested annually for impairment. As of December 31, 2015, accumulated amortization
on the acquired intangible assets was $9,492 and amortization expense was $1,753 in the year ended December 31, 2015 and $1,733
in each of the years ended December 31, 2014 and 2013. Future amortization expense to be recognized on the acquired intangible
assets is expected to be as follows:
| |
Annual Amortization Expense | |
2016 | |
$ | 1,572 | |
2017 | |
| 566 | |
Goodwill
| |
At December 31, | |
| |
2015 | | |
2014 | |
Goodwill | |
$ | 25,082 | | |
$ | 25,082 | |
Accumulated impairment losses | |
| (10,216 | ) | |
| (7,562 | ) |
Net balance | |
$ | 14,866 | | |
$ | 17,520 | |
Accrued and Other Current Liabilities
Accrued and other current liabilities consist of: | |
At December 31, | |
| |
2015 | | |
2014 | |
Customer advances | |
$ | 169 | | |
$ | 62 | |
Customer rebates | |
| 3,166 | | |
| 5,145 | |
Payroll, commissions, and bonuses | |
| 1,148 | | |
| 2,349 | |
Accrued inventory purchases | |
| 1,800 | | |
| 2,778 | |
Other | |
| 3,285 | | |
| 2,770 | |
Total | |
$ | 9,568 | | |
$ | 13,104 | |
| 3. | Impairment of Goodwill and Intangibles |
The annual goodwill impairment test was
performed in October 2015 related to the two reporting units that have goodwill and the step one results of the test indicated
that there was no impairment of goodwill at that date. This test concluded that the excess of fair value over the carrying value
was in the 4% to 5% range. Given these results, and since the Company cannot predict future performance or market conditions,
if there are further reductions in our market capitalization and market multiples, or the projected performance is not achieved,
these remaining two reporting units could be at risk of failing the second step in the near future.
During the second quarter of 2015
and prior to the annual impairment test of goodwill in October, the Company concluded that impairment indicators existed at
the Southwest reporting unit, due to a decline in the overall financial performance and overall market demand. Step two of
the impairment test was performed on Southwest and concluded that the fair value of the Southwest reporting unit was less
than its carrying value; therefore the Company performed step three of the impairment analysis.
Step three of the impairment analysis measures the impairment charge by allocating the reporting unit’s
fair value to all of the assets and liabilities of the reporting unit in a hypothetical analysis that calculates implied fair value
of goodwill in the same manner as if the reporting unit was being acquired in a business combination and recording the deferred
tax impact. Any excess of the carrying value of the reporting unit’s goodwill over the implied fair value of the reporting
unit’s goodwill is recorded as an impairment loss.
The fair values of the Southwest reporting
unit and tradenames were estimated using a discounted cash flow model. The material assumptions used for the income approach included
a weighted average cost of capital of 13% and a long-term growth rate of 5-7%. The carrying value of the Southwest reporting unit’s
goodwill was $2.6 million and its implied fair value resulting from step three of the impairment test was zero. As a result, the
Company recorded a non-cash goodwill impairment charge of $2.6 million during the second quarter of 2015.
Additionally, in 2015, the Company tested
its indefinite-lived intangible assets for impairment due to triggering events as well as part of the annual test. As a result,
an impairment charge of $0.8 million against the tradenames was recorded during the year. The total 2015 impairment charge of
$3.4 million included a $2.7 million non-deductible portion.
During the third quarter of 2013 and prior
to the annual impairment test of goodwill in October, the Company concluded that impairment indicators existed at the Southern
reporting unit, due to a decline in the overall financial performance and overall market demand. The same steps one, two and three
analyses as outlined above were performed.
The fair value of the Southern reporting
unit was estimated using a discounted cash flow model combined with a market approach, with a weighting of 50% to the discounted
cash flow analysis and 50% to the market approach. The material assumptions used for the income approach included a weighted average
cost of capital of 13% and a long-term growth rate of 3-4%. The carrying value of the Southern reporting unit’s goodwill
was $20.1 million and its implied fair value resulting from step three of the impairment test was less than the carrying value.
As a result, the Company recorded a non-cash goodwill impairment charge of $7.6 million during the year ended December 31, 2013.
The Company is still anticipating significant
growth in the businesses it acquired in 2010, but if this growth is not achieved, further goodwill impairments may result.
On October 1, 2015, HWC Wire & Cable
Company, as borrower, entered into the Fourth Amended and Restated Loan and Security Agreement (the “2015 Loan Agreement”),
with Bank of America, N.A., as agent and lender, and the Company, as guarantor, executed a Third Amended and Restated Guaranty
of the borrower’s obligations thereunder. The 2015 Loan Agreement provides a $100 million revolving credit facility, bears
interest at the agent’s base rate, with a London Interbank Offered Rate (“LIBOR”) rate option and expires on
September 30, 2020. Under certain circumstances the Company may request an increase in the commitment by an additional $50 million.
The 2015 Loan Agreement is secured by substantially all of the property of the Company, other than real estate. Availability under
the 2015 Loan Agreement is limited to a borrowing base equal to 85% of the value of eligible accounts receivable, plus the lesser
of 70% of the value of eligible inventory or 90% of the net orderly liquidation value percentage of the value of eligible inventory,
in each case less certain reserves.
Portions of the loan may be converted to
LIBOR loans in minimum amounts of $1,000 and integral multiples of $100. LIBOR loans bear interest at the British Bankers Association
LIBOR Rate plus 100 to 150 basis points based on availability, and loans not converted to LIBOR loans bear interest at a fluctuating
rate equal to the greatest of the agent’s prime rate, the federal funds rate plus 50 basis points, or 30-day LIBOR plus 150
basis points. The unused commitment fee is 25 basis points.
The 2015 Loan Agreement includes, among
other things, covenants that require the Company to maintain a specified minimum fixed charge coverage ratio, unless certain availability
levels exist. Additionally, the 2015 Loan Agreement allows for the unlimited payment of dividends and repurchases of stock, subject
to the absence of events of default and maintenance of a fixed charge coverage ratio and minimum level of availability. The 2015
Loan Agreement contains certain provisions that may cause the debt to be classified as a current liability, in accordance with
GAAP, if availability falls below certain thresholds, even though the ultimate maturity date under the loan agreement remains
as September 30, 2020. At December 31, 2015, the Company was in compliance with the availability-based covenants governing its
indebtedness.
The Company’s borrowings at December
31, 2015 and 2014 were $39,188 and $53,847, respectively. The weighted average interest rates on outstanding borrowings were 1.7%
and 1.9% at December 31, 2015 and 2014, respectively.
During 2015, the Company had an average
available borrowing capacity of approximately $46,562. This average was computed from the monthly borrowing base certificates prepared
for the lender. At December 31, 2015, the Company had available borrowing capacity of $41,519 under the terms of the 2015
Loan Agreement. During the years ended December 31, 2015, 2014 and 2013, the Company paid $153, $114, and $130, respectively,
for the unused facility.
Principal repayment
obligations for succeeding fiscal years are as follows:
2016 | |
$ | — | |
2017 | |
| — | |
2018 | |
| — | |
2019 | |
| — | |
2020 | |
| 39,188 | |
Total | |
$ | 39,188 | |
The provision (benefit) for income taxes
consists of:
| |
Year Ended December 31, | |
| |
2015 | | |
2014 | | |
2013 | |
Current: | |
| | | |
| | | |
| | |
Federal | |
$ | 3,166 | | |
$ | 9,123 | | |
$ | 8,675 | |
State | |
| 392 | | |
| 1,083 | | |
| 1,021 | |
Total current | |
| 3,558 | | |
| 10,206 | | |
| 9,696 | |
| |
| | | |
| | | |
| | |
Deferred: | |
| | | |
| | | |
| | |
Federal | |
| (436 | ) | |
| (794 | ) | |
| (1,290 | ) |
State | |
| (49 | ) | |
| (129 | ) | |
| (195 | ) |
Total deferred | |
| (485 | ) | |
| (923 | ) | |
| (1,485 | ) |
| |
| | | |
| | | |
| | |
Total | |
$ | 3,073 | | |
$ | 9,283 | | |
$ | 8,211 | |
A reconciliation of the U.S. Federal statutory
tax rate to the effective tax rate on income before taxes is as follows:
| |
Year Ended December 31, | |
| |
2015 | | |
2014 | | |
2013 | |
| |
| | |
| | |
| |
Federal statutory rate | |
| 35.0 | % | |
| 35.0 | % | |
| 35.0 | % |
State taxes, net of federal benefit | |
| 4.1 | | |
| 2.7 | | |
| 3.9 | |
Impairment, non-deductible portion | |
| 20.0 | | |
| — | | |
| 11.5 | |
Share-based compensation deficit | |
| 3.7 | | |
| — | | |
| — | |
Non-deductible items | |
| 3.0 | | |
| 0.7 | | |
| 1.1 | |
Other | |
| (5.7 | ) | |
| (0.1 | ) | |
| (0.6 | ) |
Total effective tax rate | |
| 60.1 | % | |
| 38.3 | % | |
| 50.9 | % |
The share-based compensation deficit resulted
in incremental income tax expense, because the grant date fair value of share-based payments exceeded the actual tax deductions
realized, either upon exercise or vesting or due to forfeitures. As the Company has exhausted the excess tax benefits arising
from stock-based compensation transactions (APIC pool), any future net deficits will result in incremental income tax expense,
and will likely negatively impact the effective tax rate. The other credit includes the impact of over accruals of both federal
and state taxes in earlier years.
Significant components of the Company’s
deferred taxes were as follows:
| |
Year Ended December 31, | |
| |
2015 | | |
2014 | |
Deferred tax assets: | |
| | | |
| | |
Uniform capitalization adjustment | |
$ | 1,240 | | |
$ | 1,219 | |
Inventory reserve | |
| 1,835 | | |
| 1,724 | |
Allowance for doubtful accounts | |
| 50 | | |
| 53 | |
Stock compensation expense | |
| 1,900 | | |
| 2,053 | |
Property and equipment | |
| 109 | | |
| 136 | |
Other | |
| 77 | | |
| 128 | |
Total deferred tax assets | |
| 5,211 | | |
| 5,313 | |
| |
| | | |
| | |
Deferred tax liabilities | |
| | | |
| | |
Goodwill | |
| 601 | | |
| 405 | |
Intangibles | |
| 1,148 | | |
| 1,895 | |
Other | |
| 124 | | |
| — | |
Total deferred tax liabilities | |
| 1,873 | | |
| 2,300 | |
Net deferred tax assets | |
$ | 3,338 | | |
$ | 3,013 | |
The Company recognizes interest on
any tax issue as a component of interest expense and any related penalties in other operating expenses. As of December 31,
2015, 2014 and 2013, the Company recorded no provision for interest or penalties related to uncertain tax positions. The tax
years 2011 through 2015 remain open to examination by the major taxing jurisdictions to which the Company is subject.
On March 7, 2014, the Board of Directors
adopted a new stock repurchase program under which the Company is authorized to purchase up to $25 million of its outstanding shares
of common stock from time to time, depending on market conditions, trading activity, business conditions and other factors. Shares
of stock purchased under the program will be held as treasury shares and may be used to satisfy the exercise of options, issuance
of restricted stock, to fund acquisitions or for other uses as authorized by the Board of Directors. During 2015, the Company made
repurchases under the stock repurchase program of 858,628 shares for a total cost of $6,808. During 2014, the Company made repurchases
under the stock repurchase program of 545,564 shares for a total cost of $6,868.
Under the terms of the 2006 Stock Plan,
the Company acquired 7,294 shares and 9,444 shares that were surrendered by the holders to pay withholding taxes in 2015 and 2014,
respectively.
The Company has paid a quarterly cash dividend
since August 2007, resulting in aggregate dividends in 2015, 2014 and 2013 of $7,172, $8,293 and $7,466, respectively.
The Company is authorized to issue 5,000,000
shares of preferred stock, par value $.001 per share. The Board of Directors is authorized to fix the particular preferences, rights,
qualifications and restrictions of each series of preferred stock. In connection with the adoption of a now terminated stockholder
rights plan, the Board of Directors designated 100,000 shares as Series A Junior Participating Preferred Stock. No shares of preferred
stock have been issued.
The Company maintains a combination profit-sharing
plan and salary deferral plan (the “Plan”) for the benefit of its employees. Employees who are eligible to participate
in the Plan can contribute a percentage of their base compensation, up to the maximum percentage allowable not to exceed the limits
of Internal Revenue Code (“Code”) Sections 401(k), 404, and 415, subject to the IRS-imposed dollar limit. Employee
contributions are invested in certain equity and fixed-income securities, based on employee elections. Effective January 1, 2014,
the Company adjusted its match and now matches 100% of the first 1% of the employee’s contribution. Accordingly, the Company
is no longer adopting the Safe Harbor provisions of the Code. Through 2013, the Company adopted the Safe Harbor provisions
of the Code, whereby contributions up to the first 3% of an employee’s compensation were matched 100% by the Company and
the next 2% were matched 50% by the Company. The Company’s match for the years ended December 31, 2015, 2014
and 2013 was $203, $217, and $803, respectively.
On March 23, 2006, the Company adopted
and on May 1, 2007, the stockholders approved the 2006 Stock Plan (the “2006 Plan”) to provide incentives for certain
key employees and directors through awards of stock options and restricted stock awards and units. The 2006 Plan provides for incentives
to be granted at the fair market value of the Company’s common stock at the date of grant and options may be either nonqualified
stock options or incentive stock options as defined by Section 422 of the Code. Under the 2006 Plan a maximum of 1,800,000
shares may be granted to designated participants. The maximum number of shares available to any one participant in any one calendar
year is 500,000.
Stock Option Awards
The Company has granted options to purchase
its common stock to employees and directors of the Company under the two stock plans at no less than the fair market value of the
underlying stock on the date of grant. These options are granted for a term not exceeding ten years and may be forfeited in the
event the employee or director terminates his or her employment or relationship with the Company. Options granted to employees
generally vest over three to five years, and options granted to directors generally vest one year after the date of grant. Shares
issued to satisfy the exercise of options may be newly issued shares or treasury shares. Both option plans contain anti-dilutive
provisions that permit an adjustment of the number of shares of the Company’s common stock represented by each option for
any change in capitalization. Compensation cost for options granted is charged to expense on a straight line basis over the term
of the option.
The fair value of each option awarded is
estimated on the date of grant using a Black-Scholes option-pricing model. Expected volatilities are based on historical volatility
of the Company’s stock and other factors. The expected life of options granted represents the period of time that options
granted are expected to be outstanding. The risk-free rate for periods within the life of the option is based on the U.S. Treasury
yield curve in effect at the time of grant. There were no options granted in 2015 or 2014.
Vesting dates range from December 20, 2016
to December 31, 2017, and expiration dates range from December 20, 2016 to December 20, 2021. The following summarizes
stock option activity and related information:
| |
2015 | |
| |
Options (in 000’s) | | |
Weighted Average Exercise Price | | |
Aggregate Intrinsic Value | | |
Weighted Average Remaining Contractual Life (in years) | |
Outstanding—Beginning of year | |
| 602 | | |
$ | 15.50 | | |
$ | 243 | | |
| 4.17 | |
Granted | |
| — | | |
| — | | |
| | | |
| | |
Exercised | |
| (4 | ) | |
| 2.67 | | |
| | | |
| | |
Forfeited | |
| (105 | ) | |
| 15.55 | | |
| | | |
| | |
Expired | |
| — | | |
| — | | |
| | | |
| | |
Outstanding—End of year | |
| 493 | | |
$ | 15.60 | | |
$ | — | | |
| 3.26 | |
Exercisable—End of year | |
| 416 | | |
$ | 15.87 | | |
$ | — | | |
| 2.76 | |
Weighted average fair value of options granted during 2015 | |
$ | — | | |
| | | |
| | | |
| | |
Weighted average fair value of options granted during 2014 | |
$ | — | | |
| | | |
| | | |
| | |
Weighted average fair value of options granted during 2013 | |
$ | — | | |
| | | |
| | | |
| | |
There was no excess tax benefit for the
year ended December 31, 2015. During the years ended December 31, 2014 and 2013, excess tax benefits of $7 and $49, respectively,
were reflected in financing cash flows.
The total intrinsic value of options
exercised during the years ended December 31, 2015, 2014 and 2013 was $13, $51 and $366, respectively. There is no intrinsic
value of options outstanding and exercisable as of December 31, 2015 as the closing stock price at the end of 2015 creates a negative
value.
The total fair value of options vested
during the years ended December 31, 2015, 2014 and 2013 was $139, $168 and $271, respectively.
Restricted Stock Awards and Restricted Stock Units
On December 15, 2015, the Company granted
28,090 voting shares of restricted stock to the Company’s President. These shares vest in one third increments on the first,
second and third anniversaries of the date of grant as long as the recipient is then employed by the Company. Any dividends declared
will be accrued and paid to the recipient when the related shares vest.
The Company also granted 64,500 voting
shares of restricted stock under the 2006 Plan to members of management on December 15, 2015. These shares vest in one third increments,
on the third, fourth and fifth anniversaries of the date of grant as long as the recipient is then employed by the Company. Any
dividends declared will be accrued and paid to the recipient if and when the related shares vest.
Following the Annual Meeting of Stockholders
on May 5, 2015, the Company awarded restricted stock units with a value of $50 to each non-employee director who was elected
or re-elected, for an aggregate of 38,290 restricted stock units. As a result of the resignation of a non-employee director during
the quarter ended September 30, 2015, 5,470 of these restricted stock units were forfeited. Each award of restricted stock
units vests at the date of the 2016 Annual Meeting of Stockholders. Each non-employee director is entitled to receive a number
of shares of the Company's common stock equal to the number of vested restricted stock units, together with dividend equivalents
from the date of grant, at such time as the director’s service on the board terminates for any reason.
On May 5, 2015 new members of the management
team received a total of 11,000 restricted stock awards. These shares vest in one third increments, on the third, fourth and fifth
anniversaries of the date of grant as long as the recipient is then employed by the Company. Any dividends declared will be accrued
and paid to the recipient if and when the related shares vest.
Restricted common shares are measured at
fair value on the date of grant based on the quoted price of the common stock. Such value is recognized as compensation expense
over the corresponding vesting period which ranges from one to five years, based on the number of awards that vest.
The following summarizes restricted stock
activity for the year ended December 31, 2015:
| |
2015 | |
| |
Awards | | |
Units | |
| |
Shares (in 000’s) | | |
Weighted Average Market Value at Grant Date | | |
Shares (in 000’s) | | |
Weighted Average Market Value at Grant Date | |
Non-vested —Beginning of year | |
| 201 | | |
$ | 11.43 | | |
| 27 | | |
$ | 11.93 | |
Granted | |
| 104 | | |
| 5.76 | | |
| 38 | | |
| 9.14 | |
Vested | |
| (19 | ) | |
| 11.59 | | |
| (27 | ) | |
| 11.93 | |
Cancelled/Forfeited | |
| (20 | ) | |
| 11.97 | | |
| (5 | ) | |
| 9.14 | |
Expired | |
| (32 | ) | |
| 12.45 | | |
| — | | |
| — | |
Non-vested —End of year | |
| 234 | | |
$ | 9.57 | | |
| 33 | | |
$ | 9.14 | |
Total stock-based compensation cost was $886,
$868 and $900 for the years ended December 31, 2015, 2014 and 2013, respectively. Total income tax benefit recognized for
stock-based compensation arrangements was $337, $332 and $346 for the years ended December 31, 2015, 2014 and 2013, respectively.
As of December 31, 2015, there was $1,616
of total unrecognized compensation cost related to non-vested, share-based compensation arrangements. The cost is expected to be
recognized over a weighted average period of approximately 35 months. There were 448,796 shares available for future grants under
the 2006 Plan at December 31, 2015.
| 9. | Commitments and Contingencies |
The Company has entered into operating
leases, primarily for distribution centers and office facilities. These operating leases frequently include renewal options at
the fair rental value at the time of renewal. For leases with step rent provisions, whereby the rental payments increase incrementally
over the life of the lease, the Company recognizes the total minimum lease payments on a straight line basis over the minimum lease
term. Facility rent expense was approximately $2,540 in 2015, $2,865 in 2014 and $2,697 in 2013.
Future minimum lease payments under non-cancelable
operating leases with initial terms of one year or more consisted of the following at December 31, 2015:
2016 | |
$ | 2,513 | |
2017 | |
| 2,293 | |
2018 | |
| 1,633 | |
2019 | |
| 1,111 | |
2020 | |
| 605 | |
Thereafter | |
| 749 | |
Total minimum lease payments | |
$ | 8,904 | |
The Company had aggregate purchase commitments
for fixed inventory quantities of approximately $33,826 at December 31, 2015.
As part of the acquisition of Southwest
and Southern in 2010, the Company assumed the liability for the post-remediation monitoring of the water quality at one of the
acquired facilities in Louisiana. The expected liability of $89 at December 31, 2015 relates to the cost of the monitoring, which
the Company estimates will be incurred over approximately the next 2 years and also the cost to plug the wells. Remediation work
was completed prior to the acquisition in accordance with the requirements of the Louisiana Department of Environmental Quality.
The Company, along with many other defendants,
has been named in a number of lawsuits in the state courts of Minnesota, North Dakota, and South Dakota alleging that certain wire
and cable which may have contained asbestos caused injury to the plaintiffs who were exposed to this wire and cable. These lawsuits
are individual personal injury suits that seek unspecified amounts of money damages as the sole remedy. It is not clear whether
the alleged injuries occurred as a result of the wire and cable in question or whether the Company, in fact, distributed the wire
and cable alleged to have caused any injuries. The Company maintains general liability insurance that, to date, has covered the
defense of and all costs associated with these claims. In addition, the Company did not manufacture any of the wire and cable at
issue, and the Company would rely on any warranties from the manufacturers of such cable if it were determined that any of the
wire or cable that the Company distributed contained asbestos which caused injury to any of these plaintiffs. In connection with
ALLTEL's sale of the Company in 1997, ALLTEL provided indemnities with respect to costs and damages associated with these claims
that the Company believes it could enforce if its insurance coverage proves inadequate.
There are no legal proceedings pending
against or involving the Company that, in management’s opinion, based on the current known facts and circumstances, are expected
to have a material adverse effect on the Company’s consolidated financial position, cash flows, or results from operations.
On February 16, 2016, the Board of Directors
approved a quarterly dividend of $0.06 per share payable to shareholders of record on February 26, 2016. This dividend totaling
$984 will be paid on March 11, 2016.
| 11. | Select Quarterly Financial Data (unaudited) |
The following table presents the Company’s
unaudited quarterly results of operations for each of the last eight quarters in the period ended December 31, 2015. The unaudited
information has been prepared on the same basis as the audited consolidated financial statements.
| |
Year Ended December 31, 2015 | |
| |
Fourth Quarter | | |
Third Quarter | | |
Second Quarter | | |
First Quarter | |
| |
(in thousands, except per share data) | |
| |
| | |
| | |
| | |
| |
Sales | |
$ | 70,314 | | |
$ | 78,260 | | |
$ | 77,959 | | |
$ | 81,600 | |
Gross profit | |
$ | 15,120 | | |
$ | 16,131 | | |
$ | 16,935 | | |
$ | 17,724 | |
Operating income (loss) | |
$ | 743 | (1) | |
$ | 1,783 | | |
$ | (234 | )(2) | |
$ | 3,726 | |
Net income (loss) | |
$ | (199 | )(1) | |
$ | 676 | | |
$ | (619 | )(2) | |
$ | 2,186 | |
Earnings (loss) per share: | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | (0.01 | )(1) | |
$ | 0.04 | | |
$ | (0.04 | )(2) | |
$ | 0.13 | |
Diluted | |
$ | (0.01 | )(1) | |
$ | 0.04 | | |
$ | (0.04 | )(2) | |
$ | 0.13 | |
| |
| | | |
| | | |
| | | |
| | |
| |
Year Ended December 31, 2014 | |
| |
Fourth Quarter | | |
Third Quarter | | |
Second Quarter | | |
First Quarter | |
| |
(in thousands, except per share data) | |
| |
| | |
| | |
| | |
| |
Sales | |
$ | 89,530 | | |
$ | 96,721 | | |
$ | 103,461 | | |
$ | 100,299 | |
Gross profit | |
$ | 20,718 | | |
$ | 21,077 | | |
$ | 22,439 | | |
$ | 21,704 | |
Operating income | |
$ | 6,207 | | |
$ | 5,980 | | |
$ | 6,888 | | |
$ | 6,348 | |
Net income | |
$ | 3,668 | | |
$ | 3,528 | | |
$ | 4,031 | | |
$ | 3,745 | |
Earnings per share: | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | 0.21 | | |
$ | 0.20 | | |
$ | 0.23 | | |
$ | 0.21 | |
Diluted | |
$ | 0.21 | | |
$ | 0.20 | | |
$ | 0.23 | | |
$ | 0.21 | |
| (1) | During the fourth quarter of 2015, the Company recorded a non-cash impairment charge of $423. See Note 3 for additional information. |
| (2) | During the second quarter of 2015, the Company recorded a non-cash impairment charge of $2,994. See Note 3 for additional information. |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
In accordance with Exchange Act
Rules 13a-15 and 15a-15, we carried out an evaluation, under the supervision and with the participation of management,
including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2015.
Design and Evaluation of Internal Control over Financial
Reporting
Pursuant to Section 404 of the Sarbanes-Oxley
Act of 2002, we included a report of management’s assessment of the design and effectiveness of our internal controls as
part of this Annual Report on Form 10-K for the fiscal year ended December 31, 2015. Ernst & Young, LLP, our independent registered
public accounting firm, also attested to our internal control over financial reporting. Management’s report and the independent
registered accounting firm’s attestation report are included on pages 26 and 27 under the captions entitled “Management’s
Report on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm
on Internal Control Over Financial Reporting.”
There has been no change in our internal
controls over financial reporting that occurred during the quarter ended December 31, 2015 that has materially affected, or is
reasonably likely to materially affect, our internal controls over financial reporting.
MANAGEMENT’S REPORT ON INTERNAL
CONTROL OVER FINANCIAL REPORTING
The Company has assessed the effectiveness
of its internal control over financial reporting as of December 31, 2015 based on criteria established by Internal
Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
framework) (“COSO Framework”). The Company’s management is responsible for establishing and maintaining adequate
internal controls over financial reporting. The Company’s independent registered public accountants that audited the Company’s
financial statements as of December 31, 2015 have issued an attestation report on management’s assessment of the effectiveness
of the Company’s internal control over financial reporting, which appears on page 27.
Internal control over financial reporting
is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. 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, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies and procedures may deteriorate.
The Company’s assessment of the effectiveness
of its internal control over financial reporting included testing and evaluating the design and operating effectiveness of its
internal controls. In management’s opinion, the Company has maintained effective internal control over financial reporting
as of December 31, 2015, based on criteria established in the COSO Framework.
/s/ James L. Pokluda III |
|
/s/ Nicol G. Graham |
James L. Pokluda III |
|
Nicol G. Graham |
President and Chief Executive Officer |
|
Chief Financial Officer, Treasurer |
|
|
and Secretary (Chief Accounting Officer) |
Report of Independent Registered Public
Accounting Firm
The Board of Directors and Stockholders
Houston Wire & Cable Company
We have audited Houston Wire & Cable
Company’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
Houston Wire & Cable Company’s management is responsible 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 the company’s internal
control over financial reporting based on our audit.
We conducted our audit 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 effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
A company’s internal control over
financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 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 its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that 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, Houston Wire & Cable
Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based
on the COSO criteria.
We also have audited, in accordance with
the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of December
31, 2015 and 2014, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the
three years in the period ended December 31, 2015 of Houston Wire & Cable Company and our report dated March 10, 2016 expressed
an unqualified opinion thereon.
/s/ Ernst & Young LLP
Houston, Texas
March 10, 2016
ITEM 9B. OTHER INFORMATION
On March 7, 2016, the Compensation Committee
of the Company’s Board of Directors adopted a revised senior management bonus program for its senior executives (other than
the Chief Executive Officer) for the year ending December 31, 2016. A description of the revised program is attached as Exhibit
10.7 and is incorporated herein by reference.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
The information called for by Item 10 relating
to directors and nominees for election to the Board of Directors is incorporated herein by reference to the “Election of
Directors” section of the registrant’s definitive Proxy Statement relating to the Annual Meeting of Stockholders to
be held on May 3, 2016. The information called for by Item 10 relating to executive officers and certain significant
employees is set forth in Part I of this Annual Report on Form 10-K.
The information called for by Item 10 relating
to disclosure of delinquent Form 3, 4 or 5 filers is incorporated herein by reference to the “General – Section 16
(a) Beneficial Ownership Reporting Compliance” section of the registrant’s definitive Proxy Statement relating to
the Annual Meeting of Stockholders to be held on May 3, 2016.
The information called for by Item 10 relating
to the code of ethics is incorporated herein by reference to the “Corporate Governance and Board Committees – Code
of Conduct” section of the registrant’s definitive Proxy Statement relating to the Annual Meeting
of Stockholders to be held on May 3, 2016.
The information called for by Item 10 relating
to the procedures by which security holders may recommend nominees to the Board of Directors is incorporated herein by reference
to the “Corporate Governance and Board Committees – Stockholder Recommendations for Director Nominations” section
of the registrant’s definitive Proxy Statement relating to the Annual Meeting of Stockholders to be held on May 3, 2016.
The information called for by Item 10 relating
to the audit committee and the audit committee financial expert is incorporated herein by reference to the “Corporate Governance
and Board Committees – Committees Established by the Board – Audit Committee” section of the registrant’s
definitive Proxy Statement relating to the Annual Meeting of Stockholders to be held on May 3, 2016.
ITEM 11. EXECUTIVE COMPENSATION
The information called for by Item 11 is
incorporated herein by reference to the “Compensation Committee Report,” “Compensation Committee Interlocks and
Insider Participation,” “Executive Compensation” and “Director Compensation” sections of the registrant’s
definitive Proxy Statement relating to the Annual Meeting of Stockholders to be held on May 3, 2016.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information called for by Item 12 is
incorporated herein by reference to the “Stock Ownership of Certain Beneficial Owners and Management” and “Equity
Compensation Plan Information” sections of the registrant’s definitive Proxy Statement relating to
the Annual Meeting of Stockholders to be held on May 3, 2016.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE
The information called for by Item 13 is
incorporated herein by reference to the “Corporate Governance and Board Committees – Director Independence” and
“Related Party Transaction Policy” sections of the registrant’s definitive Proxy Statement relating to
the Annual Meeting of Stockholders to be held on May 3, 2016.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information called for by Item 14 is
incorporated herein by reference to the “Principal Independent Accounting Fees and Services” section of the registrant’s
definitive Proxy Statement relating to the Annual Meeting of Stockholders to be held on May 3, 2016.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a) | The following financial statements of our Company and Report of the Independent Registered Public Accounting Firm are included
in Part II: |
| • | Report of Independent Registered Public Accounting Firm |
| • | Consolidated Balance Sheets as of December 31, 2015 and 2014 |
| • | Consolidated Statements of Income for the years ended December 31, 2015, 2014 and 2013 |
| • | Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2015, 2014 and 2013 |
| • | Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013 |
| • | Notes to Consolidated Financial Statements |
| (b) | Financial Statement Schedules: |
Financial statement schedules have been omitted because they
are either not applicable or the required information has been disclosed in the financial statements or notes thereto.
Exhibits are set forth on the attached exhibit index
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.
|
HOUSTON WIRE & CABLE COMPANY
(Registrant) |
|
|
|
Date: March 10, 2016 |
By: |
/s/ NICOL G. GRAHAM |
|
|
Nicol G. Graham
Chief Financial Officer, Treasurer and Secretary |
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
and on the dates indicated.
SIGNATURE |
|
TITLE |
|
DATE |
|
|
|
|
|
/s/ JAMES L. POKLUDA III |
|
President, Chief Executive Officer and Director |
|
March 10, 2016 |
James L. Pokluda III |
|
|
|
|
|
|
|
|
|
/s/ NICOL G. GRAHAM |
|
Chief Financial Officer, Treasurer and
Secretary (Principal Accounting Officer) |
|
March 10, 2016 |
Nicol G. Graham |
|
|
|
|
|
|
|
|
|
/s/ WILLIAM H. SHEFFIELD |
|
Chairman of the Board |
|
March 10, 2016 |
William H. Sheffield |
|
|
|
|
|
|
|
|
|
/s/ MICHAEL T. CAMPBELL |
|
Director |
|
March 10, 2016 |
Michael T. Campbell |
|
|
|
|
|
|
|
|
|
/s/ IAN STEWART FARWELL |
|
Director |
|
March 10, 2016 |
Ian Stewart Farwell |
|
|
|
|
|
|
|
|
|
/s/ MARK A. RUELLE |
|
Director |
|
March 10, 2016 |
Mark A. Ruelle |
|
|
|
|
|
|
|
|
|
/s/ WILSON B. SEXTON |
|
Director |
|
March 10, 2016 |
Wilson B. Sexton |
|
|
|
|
|
|
|
|
|
/s/ G. GARY YETMAN |
|
Director |
|
March 10, 2016 |
G. Gary Yetman |
|
|
|
|
INDEX TO EXHIBITS
EXHIBIT
NUMBER |
|
EXHIBIT |
|
|
|
3.1 |
|
Amended and Restated Certificate of Incorporation of Houston Wire & Cable Company (incorporated herein by reference to Exhibit 3.1 to Houston Wire & Cable Company’s Registration Statement on Form S-1 (Registration No. 333-132703)) |
|
|
|
3.2 |
|
Amended and Restated By-Laws of Houston Wire & Cable Company (incorporated herein by reference to Exhibit 3.2 to Houston Wire & Cable Company’s Registration Current Report on Form 8-K filed May 11, 2012) |
|
|
|
10.1* |
|
Houston Wire & Cable Company 2006 Stock Plan, as amended and restated effective March 1, 2015 (incorporated herein by reference to Exhibit 10.1 to Houston Wire & Cable Company’s Current Report on Form 8-K filed March 13, 2015. |
|
|
|
10.2* |
|
Amended and Restated Executive Employment Agreement dated as of January 1, 2015 between James L. Pokluda, III and Houston Wire & Cable Company (incorporated by reference to Exhibit 10.3 to Houston Wire & Cable Company’s Annual Report on Form 10-K for the year ended December 31, 2014) |
|
|
|
10.3* |
|
Form of Employee Stock Option Agreement under Houston Wire & Cable Company’s 2006 Stock Plan (incorporated herein by reference to Exhibit 10.23 to Houston Wire & Cable Company’s Annual Report on Form 10-K for the year ended December 31, 2007) |
|
|
|
10.4* |
|
Form of Director Stock Option Agreement under Houston Wire & Cable Company’s 2006 Stock Plan (incorporated herein by reference to Exhibit 10.24 to Houston Wire & Cable Company’s Annual Report on Form 10-K for the year ended December 31, 2007) |
|
|
|
10.5* |
|
Form of Employee Stock Award Agreement under Houston Wire & Cable Company’s 2006 Stock Plan (incorporated herein by reference to Exhibit 10.6 to Houston Wire & Cable Company’s Annual Report on Form 10-K for the year ended December 31, 2011) |
|
|
|
10.6* |
|
Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under Houston Wire & Cable Company’s 2006 Stock Plan (incorporated herein by reference to Exhibit 10.2 to Houston Wire & Cable Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, as amended) |
|
|
|
10.7* |
|
Description of Senior Management Bonus Program ** |
|
|
|
10.8* |
|
Form of Director/Officer Indemnification Agreement by and between Houston Wire & Cable Company and a director, member of a committee of the Board of Directors or officer of Houston Wire & Cable Company (incorporated herein by reference to Exhibit 10.24 to Houston Wire & Cable Company’s Annual Report on Form 10-K for the year ended December 31, 2006) |
|
|
|
10.9 |
|
Fourth Amended and Restated Loan and Security Agreement, dated as of October 1, 2015 among HWC Wire & Cable Company, as borrower, Houston Wire & Cable Company, as Guarantor, certain financial institutions, as lenders, and Bank of America, N.A., as agent (incorporated herein by reference to Exhibit 10.1 to Houston Wire & Cable Company’s Current Report on Form 8-K filed October 2, 2015) |
|
|
|
10.10 |
|
Third Amended and Restated Guaranty dated as of October 1, 2015, by Houston Wire & Cable Company, as guarantor, in favor of Bank of America, N.A., as agent (incorporated herein by reference to Exhibit 10.2 to Houston Wire & Cable Company’s Current Report on Form 8-K filed October 2, 2015) |
|
|
|
21.1 |
|
Subsidiaries of Houston Wire & Cable Company (incorporated herein by reference to Exhibit 21.1 to Houston Wire & Cable Company’s Registration Statement on Form S-1 (Registration No. 333-132703)) |
|
|
|
23.1 |
|
Consent of Ernst & Young, LLP ** |
|
|
|
31.1 |
|
Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ** |
31.2 |
|
Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ** |
|
|
|
32.1 |
|
Certifications of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** |
* Management contract or compensatory
plan or arrangement
** Filed herewith
Exhibit 10.7
Description of Senior Management
Bonus Program
(as amended on March 7, 2016)
The following is a description of the senior management bonus
program, as adopted by the compensation committee (the “Committee”) of the board of directors of Houston Wire &
Cable Company (the “Company”) on March 7, 2016. The bonus program provides for the payment of discretionary annual
cash bonuses to employees who are considered senior management level. The bonus program is administered by the Committee, which
has full authority to select participants, set bonus amounts and fix performance targets. The Company’s board of directors
receives a report from the Committee of all awards granted and targets established.
Beginning in 2016, the bonus is based on three performance
incentive measures: (1) EBITDA (net income, plus interest expense, income tax provision, depreciation and amortization), (2) sales
of targeted products (“Strategic Sales”) and (3) working capital efficiency. EBITDA is weighted 60%, Strategic Sales
is measured separately for each half of the year and each weighted 10%, and working capital efficiency is weighted 20%. For each
participant, the potential bonus award is based on the employee’s salary for the year with respect to which the bonus is
payable (the “Bonus Year”) and the Company’s performance as against certain benchmarks for each measure set by
the Committee for the Bonus Year. The Committee retains full discretion to adjust the EBITDA amounts for a particular Bonus Year
in the event the Company makes an acquisition during the Bonus Year or to reflect unusual items.
There are three benchmarks for EBITDA:
“threshold,” “target”
and “stretch.” If the Company exceeds the EBITDA
“threshold” amount, then the participant qualifies to
receive a cash bonus. The amount will be 0% at the “threshold” amount, increasing on a straight-line basis to 15% of
his or her salary if the Company achieves the EBITDA “target”
amount and increasing on a straight-line basis from 15% to 30% of base salary if the Company achieves the “stretch”
amount. There are only two benchmarks for Strategic Sales and working capital efficiency: “target”
and “stretch.” If the Company achieves the “target” amount for Strategic Sales for the first half
of the year, the participant will receive a cash bonus of 2.5% of his or her salary, increasing on a straight-line basis to 5%
if the Company achieves the “stretch” amount for the first half of the year. The same amounts are payable with respect
to Strategic Sales achievement for the second half of the year. If the Company achieves the “target” amount for working
capital efficiency, the participant will receive a cash bonus of 5% of his or her salary, increasing on a straight-line basis to
10% if the Company achieves the “stretch” amount. Performance between benchmarks will result in a bonus calculated
on a straight line basis between the percentages that would apply at the specified amounts. The maximum bonus payable is 50% of
salary. All bonuses are payable the year following the Bonus Year, after receipt of (and subject to) the audit of the financial
statements for the Bonus Year.
No award will be paid for any full or partial year to a participant
whose employment with the Company terminates prior to the time the bonus is paid. In all cases the payment is in the discretion
of the Committee, and the Committee retains the right to terminate a participant’s participation in the bonus program at
any time, in which case no bonus will be paid.
The Chief Executive Officer’s bonus, as described
in his employment contract, is based on performance targets established by the Committee and board of directors each year.
For 2016, the performance targets use the same performance measures and general structure as the Senior Management Bonus
Program but, provides for a maximum bonus of 75% of base salary.
Exhibit 23.1
Consent of Independent Registered Public
Accounting Firm
We consent to the incorporation by reference
in the Registration Statement (Form S-8 No. 333-135777) pertaining to the Houston Wire & Cable Company 2000 Stock Plan and
the Houston Wire & Cable Company 2006 Stock Plan of our reports dated March 10, 2016, with respect to the consolidated financial
statements of Houston Wire & Cable Company, and the effectiveness of internal control over financial reporting of Houston Wire
& Cable Company, included in this Annual Report (Form 10-K) for the year ended December 31, 2015.
/s/ Ernst & Young LLP |
|
|
|
Houston, Texas |
|
|
|
March 10, 2016 |
|
Exhibit 31.1
Certification of CEO Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
I, James L. Pokluda III, certify that:
| 1. | I have reviewed this annual report on Form 10-K for the year ended December 31, 2015 of Houston Wire & Cable Company; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date: March 10, 2016 |
/s/ James L. Pokluda III |
|
James L. Pokluda III |
|
Chief Executive Officer |
Exhibit 31.2
Certification of CFO Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
I, Nicol G. Graham, certify that:
| 1. | I have reviewed this annual report on Form 10-K for the year ended December 31, 2015 of Houston Wire & Cable Company; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date: March 10, 2016 |
/s/ Nicol G. Graham |
|
Nicol G. Graham |
|
Chief Financial Officer |
Exhibit 32.1
Certifications of CEO and CFO Pursuant
to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of
Houston Wire & Cable Company (the “Corporation”) on Form 10-K for the fiscal year ended December 31, 2015 as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), James L. Pokluda III, as Chief Executive
Officer of the Corporation, and Nicol G. Graham, as Chief Financial Officer of the Corporation, each hereby certifies, pursuant
to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of their knowledge,
that:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Corporation. |
Date: |
March 10, 2016 |
/s/ James L. Pokluda III |
|
|
James L. Pokluda III |
|
|
Chief Executive Officer |
Date: |
March 10, 2016 |
/s/ Nicol G. Graham |
|
|
Nicol G. Graham |
|
|
Chief Financial Officer |
This certification accompanies the Report pursuant to section
906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by Houston Wire & Cable Company for purposes of section
18 of the Securities Exchange Act of 1934, as amended.
v3.3.1.900
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v3.3.1.900
Consolidated Balance Sheets - USD ($) $ in Thousands |
Dec. 31, 2015 |
Dec. 31, 2014 |
Current assets: |
|
|
Accounts receivable, net |
$ 46,250
|
$ 61,599
|
Inventories, net |
75,777
|
88,958
|
Deferred income taxes |
3,074
|
3,188
|
Income taxes |
932
|
219
|
Prepaids |
648
|
565
|
Total current assets |
126,681
|
154,529
|
Property and equipment, net |
10,899
|
8,954
|
Intangible assets, net |
5,984
|
8,501
|
Goodwill |
14,866
|
$ 17,520
|
Deferred income taxes |
264
|
|
Other assets |
419
|
$ 309
|
Total assets |
159,113
|
189,813
|
Current liabilities: |
|
|
Book overdraft |
3,701
|
3,113
|
Trade accounts payable |
6,380
|
7,993
|
Accrued and other current liabilities |
9,568
|
13,104
|
Total current liabilities |
19,649
|
24,210
|
Debt |
39,188
|
53,847
|
Other long-term obligations |
$ 275
|
274
|
Deferred income taxes |
|
175
|
Total liabilities |
$ 59,112
|
$ 78,506
|
Stockholders' equity: |
|
|
Preferred stock, $0.001 par value; 5,000,000 shares authorized, none issued and outstanding |
|
|
Common stock, $0.001 par value; 100,000,000 shares authorized: 20,988,952 shares issued: 16,712,626 and 17,508,015 shares outstanding at December 31, 2015 and 2014, respectively |
$ 21
|
$ 21
|
Additional paid-in capital |
54,621
|
54,871
|
Retained earnings |
106,048
|
111,233
|
Treasury stock |
(60,689)
|
(54,818)
|
Total stockholders' equity |
100,001
|
111,307
|
Total liabilities and stockholders' equity |
$ 159,113
|
$ 189,813
|
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v3.3.1.900
Consolidated Balance Sheets (Parenthetical) - $ / shares
|
Dec. 31, 2015 |
Dec. 31, 2014 |
Statement of Financial Position [Abstract] |
|
|
Preferred stock, par value (in dollars per share) |
$ 0.001
|
$ 0.001
|
Preferred stock, authorized |
5,000,000
|
5,000,000
|
Preferred stock, issued |
|
|
Preferred stock, outstanding |
|
|
Common stock, par value (in dollars per share) |
$ 0.001
|
$ 0.001
|
Common stock, authorized |
100,000,000
|
100,000,000
|
Common stock, issued |
20,988,952
|
20,988,952
|
Common stock, outstanding |
16,712,626
|
17,508,015
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.3.1.900
Consolidated Statements of Income - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Income Statement [Abstract] |
|
|
|
Sales |
$ 308,133
|
$ 390,011
|
$ 383,292
|
Cost of sales |
242,223
|
304,073
|
298,633
|
Gross profit |
65,910
|
85,938
|
84,659
|
Operating expenses: |
|
|
|
Salaries and commissions |
28,537
|
31,196
|
30,946
|
Other operating expenses |
25,023
|
26,400
|
26,068
|
Depreciation and amortization |
2,915
|
$ 2,919
|
2,978
|
Impairment charge |
3,417
|
|
7,562
|
Total operating expenses |
59,892
|
$ 60,515
|
67,554
|
Operating income |
6,018
|
25,423
|
17,105
|
Interest expense |
901
|
1,168
|
992
|
Income before income taxes |
5,117
|
24,255
|
16,113
|
Income tax provision |
3,073
|
9,283
|
8,211
|
Net income |
$ 2,044
|
$ 14,972
|
$ 7,902
|
Earnings per share: |
|
|
|
Basic (in dollars per share) |
$ 0.12
|
$ 0.85
|
$ 0.44
|
Diluted (in dollars per share) |
$ 0.12
|
$ 0.85
|
$ 0.44
|
Weighted average common shares outstanding: |
|
|
|
Basic (in shares) |
17,012,560
|
17,605,290
|
17,805,464
|
Diluted (in shares) |
17,067,593
|
17,683,931
|
17,900,372
|
Dividends declared per share (in dollars per share) |
$ 0.42
|
$ 0.47
|
$ 0.42
|
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v3.3.1.900
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands |
Common Stock [Member] |
Additional Paid-In Capital [Member] |
Retained Earnings [Member] |
Treasury Stock [Member] |
Total |
Balance at beginning at Dec. 31, 2012 |
$ 21
|
$ 55,291
|
$ 104,252
|
$ (50,484)
|
$ 109,080
|
Balance at beginning (in shares) at Dec. 31, 2012 |
20,988,952
|
|
|
(3,089,453)
|
|
Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
|
Net income |
|
|
$ 7,902
|
|
7,902
|
Exercise of stock options, net |
|
$ (526)
|
|
$ 1,018
|
492
|
Exercise of stock options, net (in shares) |
|
|
|
62,312
|
|
Excess tax benefit (deficiency) |
|
39
|
|
|
39
|
Amortization of unearned stock compensation |
|
900
|
|
|
900
|
Impact of forfeited vested options |
|
(108)
|
|
|
$ (108)
|
Impact of forfeited restricted stock awards |
|
232
|
|
$ (232)
|
|
Impact of forfeited restricted stock awards (in shares) |
|
|
|
(14,165)
|
|
Issuance of restricted stock awards |
|
$ (186)
|
|
$ 186
|
|
Issuance of restricted stock awards (in shares) |
|
|
|
11,338
|
|
Impact of surrendered equity awards to satisfy taxes |
|
|
|
$ (64)
|
$ (64)
|
Impact of surrendered equity awards to satisfy taxes (in shares) |
|
|
|
(4,952)
|
|
Dividends on common stock |
|
|
$ (7,547)
|
|
(7,547)
|
Balance at end at Dec. 31, 2013 |
$ 21
|
$ 55,642
|
104,607
|
$ (49,576)
|
110,694
|
Balance at end (in shares) at Dec. 31, 2013 |
20,988,952
|
|
|
(3,034,920)
|
|
Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
|
Net income |
|
|
$ 14,972
|
|
14,972
|
Exercise of stock options, net |
|
$ (116)
|
|
$ 297
|
181
|
Exercise of stock options, net (in shares) |
|
|
|
18,500
|
|
Excess tax benefit (deficiency) |
|
$ (10)
|
|
|
(10)
|
Repurchase of treasury shares |
|
|
|
$ (6,980)
|
(6,980)
|
Repurchase of treasury shares (in shares) |
|
|
|
(555,008)
|
|
Amortization of unearned stock compensation |
|
$ 868
|
|
|
868
|
Impact of forfeited vested options |
|
(72)
|
|
|
$ (72)
|
Impact of forfeited restricted stock awards |
|
186
|
|
$ (186)
|
|
Impact of forfeited restricted stock awards (in shares) |
|
|
|
(11,666)
|
|
Impact of released vested restricted stock units |
|
(172)
|
|
$ 172
|
|
Impact of released vested restricted stock units (in shares) |
|
|
|
10,709
|
|
Issuance of restricted stock awards |
|
$ (1,455)
|
|
$ 1,455
|
|
Issuance of restricted stock awards (in shares) |
|
|
|
91,448
|
|
Dividends on common stock |
|
|
$ (8,346)
|
|
$ (8,346)
|
Balance at end at Dec. 31, 2014 |
$ 21
|
$ 54,871
|
111,233
|
$ (54,818)
|
$ 111,307
|
Balance at end (in shares) at Dec. 31, 2014 |
20,988,952
|
|
|
(3,480,937)
|
17,508,015
|
Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
|
Net income |
|
|
$ 2,044
|
|
$ 2,044
|
Exercise of stock options, net |
|
$ (48)
|
|
$ 59
|
11
|
Exercise of stock options, net (in shares) |
|
|
|
4,125
|
|
Excess tax benefit (deficiency) |
|
$ (40)
|
|
|
(40)
|
Repurchase of treasury shares |
|
|
|
$ (6,858)
|
(6,858)
|
Repurchase of treasury shares (in shares) |
|
|
|
(865,922)
|
|
Amortization of unearned stock compensation |
|
$ 886
|
|
|
886
|
Impact of forfeited vested options |
|
(120)
|
|
|
$ (120)
|
Impact of forfeited restricted stock awards |
|
784
|
|
$ (784)
|
|
Impact of forfeited restricted stock awards (in shares) |
|
|
|
(52,128)
|
|
Impact of released vested restricted stock units |
|
(224)
|
|
$ 224
|
|
Impact of released vested restricted stock units (in shares) |
|
|
|
14,946
|
|
Issuance of restricted stock awards |
|
$ (1,488)
|
|
$ 1,488
|
|
Issuance of restricted stock awards (in shares) |
|
|
|
103,590
|
|
Dividends on common stock |
|
|
$ (7,229)
|
|
$ (7,229)
|
Balance at end at Dec. 31, 2015 |
$ 21
|
$ 54,621
|
$ 106,048
|
$ (60,689)
|
$ 100,001
|
Balance at end (in shares) at Dec. 31, 2015 |
20,988,952
|
|
|
(4,276,326)
|
|
X |
- DefinitionThis element represents the amount of impact in additional paid in capital (APIC) resulting from forfeited vested options.
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v3.3.1.900
Consolidated Statements of Cash Flows - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Operating activities |
|
|
|
Net income |
$ 2,044
|
$ 14,972
|
$ 7,902
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
Impairment charge |
3,417
|
|
7,562
|
Depreciation and amortization |
2,915
|
$ 2,919
|
2,978
|
Amortization of unearned stock compensation |
886
|
868
|
900
|
Provision for inventory obsolescence |
397
|
1,002
|
559
|
Deferred income taxes |
(485)
|
(923)
|
(1,485)
|
Other non-cash items |
38
|
(43)
|
(15)
|
Changes in operating assets and liabilities: |
|
|
|
Accounts receivable |
15,352
|
(1,144)
|
5,516
|
Inventories |
12,784
|
6,147
|
(12,004)
|
Book overdraft |
588
|
(1,481)
|
4,594
|
Trade accounts payable |
(1,613)
|
(5,644)
|
1,307
|
Accrued and other current liabilities |
(3,557)
|
(5,794)
|
3,312
|
Income taxes |
(713)
|
184
|
(435)
|
Other operating activities |
(224)
|
206
|
54
|
Net cash provided by operating activities |
31,829
|
11,269
|
20,745
|
Investing activities |
|
|
|
Expenditures for property and equipment |
(3,123)
|
(2,177)
|
(3,396)
|
Proceeds from disposals of property and equipment |
8
|
25
|
2
|
Net cash used in investing activities |
(3,115)
|
(2,152)
|
(3,394)
|
Financing activities |
|
|
|
Borrowings on revolver |
310,366
|
405,884
|
396,724
|
Payments on revolver |
(325,025)
|
(399,989)
|
(407,360)
|
Proceeds from exercise of stock options |
11
|
181
|
492
|
Payment of dividends |
$ (7,172)
|
(8,293)
|
(7,466)
|
Excess tax benefit for options |
|
7
|
49
|
Purchase of treasury stock |
$ (6,894)
|
(6,907)
|
(64)
|
Net cash used in financing activities |
$ (28,714)
|
$ (9,117)
|
(17,625)
|
Net change in cash |
|
|
(274)
|
Cash at beginning of year |
|
|
$ 274
|
Cash at end of year |
|
|
|
Supplemental disclosures |
|
|
|
Cash paid during the year for interest |
$ 900
|
$ 1,160
|
$ 998
|
Cash paid during the year for income taxes |
$ 4,278
|
$ 10,029
|
$ 10,236
|
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v3.3.1.900
Organization and Summary of Significant Accounting Policies
|
12 Months Ended |
Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Organization and Summary of Significant Accounting Policies |
|
1. |
Organization
and Summary of Significant Accounting Policies |
Description
of Business
Houston
Wire & Cable Company (the Company), through its wholly owned subsidiaries, HWC Wire & Cable Company, Advantage
Wire & Cable and Cable Management Services Inc., provides wire and cable, hardware and related services to the U.S. market
through eighteen locations in thirteen states throughout the United States. On June 25, 2010, the Company purchased Southwest
Wire Rope LP (Southwest), its general partner Southwest Wire Rope GP LLC and its wholly owned subsidiary, Southern
Wire (Southern) and on January 1, 2011, merged them into the Companys operating subsidiary. The Company
has no other business activity.
Basis
of Presentation and Principles of Consolidation
The
consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared following accounting
principles generally accepted in the United States (GAAP) and the requirements of the Securities and Exchange Commission
(SEC). The financial statements include all normal and recurring adjustments that are necessary for a fair presentation
of the Companys financial position and operating results. All significant inter-company balances and transactions have
been eliminated.
Reclassifications
Certain
prior period amounts have been reclassified to conform to the current period presentation.
Use
of Estimates
The
preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the amounts reported in the financial statements and accompanying notes. The most significant estimates are those relating to
the allowance for doubtful accounts, the reserve for returns and allowances, the inventory obsolescence reserve, vendor rebates,
and asset impairments. Actual results could differ materially from the estimates and assumptions used for the preparation of the
financial statements.
Earnings
per Share
Basic
earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding. Diluted earnings
per share include the dilutive effects of stock option and unvested restricted stock awards and units.
The
following reconciles the denominator used in the calculation of diluted earnings per share:
|
|
Year Ended December 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average common shares for basic earnings per share |
|
|
17,012,560 |
|
|
|
17,605,290 |
|
|
|
17,805,464 |
|
Effect
of dilutive securities |
|
|
55,033 |
|
|
|
78,641 |
|
|
|
94,908 |
|
Denominator
for diluted earnings per share |
|
|
17,067,593 |
|
|
|
17,683,931 |
|
|
|
17,900,372 |
|
Options
to purchase 643,738, 476,473 and 478,458 shares of common stock were not included in the diluted net income per share calculation
for 2015, 2014 and 2013, respectively, as their inclusion would have been anti-dilutive.
Accounts
Receivable
Accounts
receivable consists primarily of receivables from customers, less an allowance for doubtful accounts of $132 and $139, and a reserve
for returns and allowances of $322 and $422 at December 31, 2015 and 2014, respectively. The Company has no contractual repurchase
arrangements with its customers. Credit losses have been within managements expectations.
The
following table summarizes the changes in the allowance for doubtful accounts for the past three years:
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
Balance
at beginning of year |
|
$ |
139 |
|
|
$ |
148 |
|
|
$ |
213 |
|
Bad
debt expense |
|
|
97 |
|
|
|
50 |
|
|
|
(59 |
) |
Write-offs,
net of recoveries |
|
|
(104 |
) |
|
|
(59 |
) |
|
|
(6 |
) |
Balance
at end of year |
|
$ |
132 |
|
|
$ |
139 |
|
|
$ |
148 |
|
Inventories
Inventories
are carried at the lower of cost, using the average cost method, or market and consist primarily of goods purchased for resale,
less a reserve for obsolescence and unusable items and unamortized vendor rebates. The reserve for inventory is based upon a number
of factors, including the experience of the purchasing and sales departments, age of the inventory, new product offerings, and
other factors. The reserve for inventory may periodically require adjustment as the factors identified above change. The inventory
reserve was $4,829 and $4,478 at December 31, 2015 and 2014, respectively.
Vendor
Rebates
Under
many of the Companys arrangements with its vendors, the Company receives a rebate of a specified amount of consideration,
payable when the Company achieves any of a number of measures, generally related to the volume level of purchases from the vendors.
The Company accounts for such rebates as a reduction of the prices of the vendors products and therefore as a reduction
of inventory until it sells the products, at which time such rebates reduce cost of sales in the accompanying consolidated statements
of income. Throughout the year, the Company estimates the amount of the rebates earned based on purchases to date relative to
the total purchase levels expected to be achieved during the rebate period. The Company continually revises these estimates to
reflect rebates expected to be earned based on actual purchase levels and forecasted purchase volumes for the remainder of the
rebate period.
Property
and Equipment
The
Company provides for depreciation on a straight-line method over the following estimated useful lives:
Buildings |
|
25
to 30 years |
Machinery
and equipment |
|
3 to
10 years |
Leasehold
improvements are depreciated over their estimated life or the term of the lease, whichever is shorter.
Total
depreciation expense was approximately $1,162, $1,186, and $1,245 for the years ended December 31, 2015, 2014 and 2013, respectively.
Goodwill
Goodwill
represents the excess of the amount paid to acquire businesses over the estimated fair value of tangible assets and identifiable
intangible assets acquired, less liabilities assumed. Determining the fair value of assets acquired and liabilities assumed
requires managements judgment and often involves the use of significant estimates and assumptions, including assumptions
with respect to future cash flows, discount rates and asset lives among other items. At December 31, 2015, the goodwill balance
was $14.9 million, representing 9.3% of the Companys total assets.
The
Company reviews goodwill for impairment annually, or more frequently if indications of possible impairment exist, using a three-step
process. The first step is a qualitative evaluation as to whether it is more likely than not that the fair value of any of the
reporting units is less than its carrying value using an assessment of relevant events and circumstances. Examples of such events
and circumstances include financial performance, industry and market conditions, macroeconomic conditions, reporting unit-specific
events, historical results of goodwill impairment testing and the timing of the last performance of a quantitative assessment.
If the Company concludes that the goodwill associated with any reporting unit is more likely than not impaired, a second step
is performed for that reporting unit. This second step, used to quantitatively screen for potential impairment, compares the fair
value of the reporting unit with its carrying amount, including goodwill. The third step, employed for any reporting unit that
fails the second step, is used to measure the amount of any potential impairment and compares the implied fair value of the reporting
units goodwill with the carrying amount of goodwill.
Intangibles
Intangible
assets, from the acquisition of Southwest and Southern in 2010, consist of customer relationships, tradenames, and non-compete
agreements. The customer relationships are amortized over 6 or 7 year useful lives and non-compete agreements were amortized over
a 1 year useful life. If events or circumstances were to indicate that any of the Companys definite-lived intangible assets
might be impaired, the Company would assess recoverability based on the estimated undiscounted future cash flows to be generated
from the applicable intangible asset. Tradenames are not being amortized and are tested for impairment on an annual basis.
Self
Insurance
The
Company retains certain self-insurance risks for both health benefits and property and casualty insurance programs. The Company
limits its exposure to these self-insurance risks by maintaining excess and aggregate liability coverage. Self-insurance reserves
are established based on claims filed and estimates of claims incurred but not reported. The estimates are based on information
provided to the Company by its claims administrators.
Segment
Reporting
The
Company operates in a single operating and reporting segment, sales of wire and cable, hardware and related services to the U.S.
market.
Revenue
Recognition, Returns & Allowances
The
Company recognizes revenue when the following four basic criteria have been met:
1. Persuasive
evidence of an arrangement exists;
2. Delivery
has occurred or services have been rendered;
3. The
sellers price to the buyer is fixed or determinable; and
4. Collectability
is reasonably assured.
The
Company records revenue when customers take delivery of products. Customers may pick up products at any distribution center location,
or products may be delivered via third party carriers. Products shipped via third party carriers are considered delivered based
on the shipping terms, which are generally FOB shipping point. Normal payment terms are net 30 days. Customers are permitted to
return product only on a case-by-case basis. Product exchanges are handled as a credit, with any replacement item being re-invoiced
to the customer. Customer returns are recorded as an adjustment to sales. In the past, customer returns have not been material.
The Company has no installation obligations.
The
Company may offer sales incentives, which are accrued monthly as an adjustment to sales.
Shipping
and Handling
The
Company incurs shipping and handling costs in the normal course of business. Freight amounts invoiced to customers are included
as sales and freight charges and are included as a component of cost of sales.
Credit
Risk
The
Companys customers are located primarily throughout the United States. No single customer accounted for 10% or more of
the Companys sales in 2015, 2014 or 2013. The Company performs periodic credit evaluations of its customers and generally
does not require collateral.
Advertising
Costs
Advertising
costs are expensed when incurred. Advertising expenses were $350, $284, and $333 for the years ended December 31, 2015, 2014,
and 2013, respectively.
Financial
Instruments
The
carrying values of accounts receivable, trade accounts payable and accrued and other current liabilities approximate fair value,
due to the short maturity of these instruments. The carrying amount of long term debt approximates fair value as it bears interest
at variable rates.
Recent
Accounting Pronouncements
The
Financial Accounting Standards Board (the FASB) Accounting Standards Codification (ASC) is the sole
source of authoritative GAAP other than SEC issued rules and regulations that apply only to SEC registrants. The FASB issues an
Accounting Standard Update ("ASU") to communicate changes to the codification. The Company considers the applicability and impact
of all ASUs. The following are those ASUs that are relevant to the Company.
In
February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). Under the new guidance,
a lessee will be required to recognize assets and liabilities for leases greater than 1 year, both capital and operating leases.
This update is effective for public companies for fiscal years beginning after December 15, 2018 with early adoption permitted.
The Company has not yet evaluated this ASU.
In
November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740) Balance Sheet Classification of Deferred
Taxes. ASU No. 2015-17 eliminates the requirement to classify deferred tax assets and liabilities as current or long-term
based on how the related assets or liabilities are classified. All deferred taxes are now required to be classified as long-term
including any associated valuation allowances. This guidance is effective for public companies for fiscal years beginning after
December 15, 2016 with early adoption permitted on either a prospective or retrospective basis. The Company is currently evaluating
the timing of adoption of this ASU which impacts only the balance sheet presentation.
In
July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory (Topic 330), which changes
guidance for subsequent measurement of inventory within the scope of the update from the lower of cost or market to the lower
of cost and net realizable value. This update is effective for annual and interim periods beginning after December 15, 2016 and
early adoption is permitted. The Company is currently evaluating the effects of adoption of this guidance on the Company's consolidated
financial statements as well as determining the timing of adoption.
In
April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30).
The amendments in this ASU require debt issuance costs to be presented on the balance sheet as a direct reduction from the carrying
amount of the related debt liability. However, the guidance in this ASU did not address the presentation or subsequent measurement
of debt issuance costs related to line-of-credit arrangements, as a result ASU No. 2015-15 was issued to clarify that the SEC
staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred
debt issuance costs ratably over the term of the line-of-credit arrangement. The amendments in ASU No. 2015-03 are to be applied
retrospectively and are effective for interim and annual reporting periods beginning after December 15, 2015. Early adoption is
permitted. The Company is currently evaluating the timing of adoption of this ASU which impacts only the balance sheet presentation.
In
May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the
revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance. This
ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount
that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also
requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer
contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill
a contract. The amendments in the ASU must be applied using one of two retrospective methods and are effective for annual and
interim periods beginning after December 15, 2017. Early adoption for annual and interim periods beginning after December 31,
2016 is permitted. As the Company recognizes revenue only once product has shipped, it does not believe this ASU will have a significant
impact on its revenue recognition policy. However, the Company is still evaluating the impact of this ASU on its financial position
and results of operations, timing of adoption, and which implementation method the Company will use.
Stock-Based
Compensation
Stock
options issued under the Companys stock plan have an exercise price equal to the fair value of the Companys stock
on the grant date. Restricted stock awards and units are valued at the closing price of the Companys stock on the grant
date. The Company recognizes compensation expense ratably over the vesting period. The Companys compensation expense is
included in salaries and commissions expense in the accompanying consolidated statements of income.
The
Company receives a tax deduction for certain stock option exercises in the period in which the options are exercised, generally
for the excess of the market price on the date of exercise over the exercise price of the options. The Company reports excess
tax benefits from the award of equity instruments as financing cash flows. Excess tax benefits result when a deduction reported
for tax return purposes for an award of equity instruments exceeds the cumulative compensation cost for the instruments recognized
for financial reporting purposes.
Income
Taxes
Deferred
tax assets and liabilities are determined based on differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes and are measured using the enacted tax rates and laws that will
be in effect when the differences are expected to reverse.
|
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v3.3.1.900
Detail of Selected Balance Sheet Accounts
|
12 Months Ended |
Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Detail of Selected Balance Sheet Accounts |
|
2. |
Detail of Selected Balance Sheet Accounts |
Property
and Equipment
Property
and equipment are stated at cost and consist of:
|
|
At December 31, |
|
|
|
2015 |
|
|
2014 |
|
Land |
|
$ |
2,476 |
|
|
$ |
2,476 |
|
Buildings |
|
|
7,706 |
|
|
|
5,759 |
|
Machinery
and equipment |
|
|
11,885 |
|
|
|
11,220 |
|
|
|
|
22,067 |
|
|
|
19,455 |
|
Less
accumulated depreciation |
|
|
11,168 |
|
|
|
10,501 |
|
Total |
|
$ |
10,899 |
|
|
$ |
8,954 |
|
Intangible
assets
Intangible
assets consist of:
|
|
At December 31, |
|
|
|
2015 |
|
|
2014 |
|
Tradenames |
|
$ |
3,846 |
|
|
$ |
4,610 |
|
Customer
relationships |
|
|
11,630 |
|
|
|
11,630 |
|
|
|
|
15,476 |
|
|
|
16,240 |
|
Less accumulated amortization: |
|
|
|
|
|
|
|
|
Tradenames |
|
|
|
|
|
|
|
|
Customer
relationships |
|
|
9,492 |
|
|
|
7,739 |
|
|
|
|
9,492 |
|
|
|
7,739 |
|
Total |
|
$ |
5,984 |
|
|
$ |
8,501 |
|
Intangible
assets include customer relationships which are being amortized over 6 or 7 year useful lives. The weighted average amortization
period for intangible assets is 6.6 years. Tradenames are not amortized; however, they are tested annually for impairment. As
of December 31, 2015, accumulated amortization on the acquired intangible assets was $9,492 and amortization expense was $1,753
in the year ended December 31, 2015 and $1,733 in each of the years ended December 31, 2014 and 2013. Future amortization expense
to be recognized on the acquired intangible assets is expected to be as follows:
|
|
Annual
Amortization Expense |
|
2016 |
|
$ |
1,572 |
|
2017 |
|
|
566 |
|
Goodwill
|
|
At December 31, |
|
|
|
2015 |
|
|
2014 |
|
Goodwill |
|
$ |
25,082 |
|
|
$ |
25,082 |
|
Accumulated
impairment losses |
|
|
(10,216 |
) |
|
|
(7,562 |
) |
Net
balance |
|
$ |
14,866 |
|
|
$ |
17,520 |
|
Accrued
and Other Current Liabilities
Accrued and other current liabilities consist of: |
|
At December 31, |
|
|
|
2015 |
|
|
2014 |
|
Customer
advances |
|
$ |
169 |
|
|
$ |
62 |
|
Customer rebates |
|
|
3,166 |
|
|
|
5,145 |
|
Payroll, commissions,
and bonuses |
|
|
1,148 |
|
|
|
2,349 |
|
Accrued inventory purchases |
|
|
1,800 |
|
|
|
2,778 |
|
Other |
|
|
3,285 |
|
|
|
2,770 |
|
Total |
|
$ |
9,568 |
|
|
$ |
13,104 |
|
|
X |
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v3.3.1.900
Impairment of Goodwill and Intangibles
|
12 Months Ended |
Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] |
|
Impairment of Goodwill and Intangibles |
|
3. |
Impairment of Goodwill and Intangibles |
The
annual goodwill impairment test was performed in October 2015 related to the two reporting units that have goodwill and the step
one results of the test indicated that there was no impairment of goodwill at that date. This test concluded that the excess of
fair value over the carrying value was in the 4% to 5% range. Given these results, and since the Company cannot predict future
performance or market conditions, if there are further reductions in our market capitalization and market multiples, or the projected
performance is not achieved, these remaining two reporting units could be at risk of failing the second step in the near future.
During
the second quarter of 2015 and prior to the annual impairment test of goodwill in October, the Company concluded that
impairment indicators existed at the Southwest reporting unit, due to a decline in the overall financial performance and
overall market demand. Step two of the impairment test was performed on Southwest and concluded that the fair value of the
Southwest reporting unit was less than its carrying value; therefore the Company performed step three of the impairment
analysis.
Step
three of the impairment analysis measures the impairment charge by allocating the reporting units fair value to all of
the assets and liabilities of the reporting unit in a hypothetical analysis that calculates implied fair value of goodwill in
the same manner as if the reporting unit was being acquired in a business combination and recording the deferred tax impact. Any
excess of the carrying value of the reporting units goodwill over the implied fair value of the reporting units
goodwill is recorded as an impairment loss.
The
fair values of the Southwest reporting unit and tradenames were estimated using a discounted cash flow model. The material assumptions
used for the income approach included a weighted average cost of capital of 13% and a long-term growth rate of 5-7%. The carrying
value of the Southwest reporting units goodwill was $2.6 million and its implied fair value resulting from step three of
the impairment test was zero. As a result, the Company recorded a non-cash goodwill impairment charge of $2.6 million during the
second quarter of 2015.
Additionally,
in 2015, the Company tested its indefinite-lived intangible assets for impairment due to triggering events as well as part of
the annual test. As a result, an impairment charge of $0.8 million against the tradenames was recorded during the year. The total
2015 impairment charge of $3.4 million included a $2.7 million non-deductible portion.
During
the third quarter of 2013 and prior to the annual impairment test of goodwill in October, the Company concluded that impairment
indicators existed at the Southern reporting unit, due to a decline in the overall financial performance and overall market demand.
The same steps one, two and three analyses as outlined above were performed.
The
fair value of the Southern reporting unit was estimated using a discounted cash flow model combined with a market approach, with
a weighting of 50% to the discounted cash flow analysis and 50% to the market approach. The material assumptions used for the
income approach included a weighted average cost of capital of 13% and a long-term growth rate of 3-4%. The carrying value of
the Southern reporting units goodwill was $20.1 million and its implied fair value resulting from step three of the impairment
test was less than the carrying value. As a result, the Company recorded a non-cash goodwill impairment charge of $7.6 million
during the year ended December 31, 2013.
The
Company is still anticipating significant growth in the businesses it acquired in 2010, but if this growth is not achieved, further
goodwill impairments may result.
|
X |
- DefinitionThe entire disclosure for the details of the charge against earnings resulting from the aggregate write down of all assets from their carrying value to their fair value. Disclosure may also include a description of the impaired asset and facts and circumstances leading to the impairment, amount of the impairment loss and where the loss is located in the income statement, method(s) for determining fair value, and the segment in which the impaired asset is reported.
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v3.3.1.900
Debt
|
12 Months Ended |
Dec. 31, 2015 |
Debt Disclosure [Abstract] |
|
Debt |
On
October 1, 2015, HWC Wire & Cable Company, as borrower, entered into the Fourth Amended and Restated Loan and Security Agreement
(the 2015 Loan Agreement), with Bank of America, N.A., as agent and lender, and the Company, as guarantor, executed
a Third Amended and Restated Guaranty of the borrowers obligations thereunder. The 2015 Loan Agreement provides a $100 million
revolving credit facility, bears interest at the agents base rate, with a London Interbank Offered Rate (LIBOR)
rate option and expires on September 30, 2020. Under certain circumstances the Company may request an increase in the commitment
by an additional $50 million. The 2015 Loan Agreement is secured by substantially all of the property of the Company, other than
real estate. Availability under the 2015 Loan Agreement is limited to a borrowing base equal to 85% of the value of eligible accounts
receivable, plus the lesser of 70% of the value of eligible inventory or 90% of the net orderly liquidation value percentage of
the value of eligible inventory, in each case less certain reserves.
Portions
of the loan may be converted to LIBOR loans in minimum amounts of $1,000 and integral multiples of $100. LIBOR loans bear interest
at the British Bankers Association LIBOR Rate plus 100 to 150 basis points based on availability, and loans not converted to LIBOR
loans bear interest at a fluctuating rate equal to the greatest of the agents prime rate, the federal funds rate plus 50
basis points, or 30-day LIBOR plus 150 basis points. The unused commitment fee is 25 basis points.
The
2015 Loan Agreement includes, among other things, covenants that require the Company to maintain a specified minimum fixed charge
coverage ratio, unless certain availability levels exist. Additionally, the 2015 Loan Agreement allows for the unlimited payment
of dividends and repurchases of stock, subject to the absence of events of default and maintenance of a fixed charge coverage
ratio and minimum level of availability. The 2015 Loan Agreement contains certain provisions that may cause the debt to be classified
as a current liability, in accordance with GAAP, if availability falls below certain thresholds, even though the ultimate maturity
date under the loan agreement remains as September 30, 2020. At December 31, 2015, the Company was in compliance with the availability-based
covenants governing its indebtedness.
The
Companys borrowings at December 31, 2015 and 2014 were $39,188 and $53,847, respectively. The weighted average interest
rates on outstanding borrowings were 1.7% and 1.9% at December 31, 2015 and 2014, respectively.
During
2015, the Company had an average available borrowing capacity of approximately $46,562. This average was computed from the monthly
borrowing base certificates prepared for the lender. At December 31, 2015, the Company had available borrowing capacity of
$41,519 under the terms of the 2015 Loan Agreement. During the years ended December 31, 2015, 2014 and 2013, the Company
paid $153, $114, and $130, respectively, for the unused facility.
Principal
repayment obligations for succeeding fiscal years are as follows:
2016 |
|
$ |
|
|
2017 |
|
|
|
|
2018 |
|
|
|
|
2019 |
|
|
|
|
2020 |
|
|
39,188 |
|
Total |
|
$ |
39,188 |
|
|
X |
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- DefinitionThe entire disclosure for long-term debt.
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v3.3.1.900
Income Taxes
|
12 Months Ended |
Dec. 31, 2015 |
Income Tax Disclosure [Abstract] |
|
Income Taxes |
The
provision (benefit) for income taxes consists of:
|
|
Year Ended December 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
Current: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
3,166 |
|
|
$ |
9,123 |
|
|
$ |
8,675 |
|
State |
|
|
392 |
|
|
|
1,083 |
|
|
|
1,021 |
|
Total
current |
|
|
3,558 |
|
|
|
10,206 |
|
|
|
9,696 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
(436 |
) |
|
|
(794 |
) |
|
|
(1,290 |
) |
State |
|
|
(49 |
) |
|
|
(129 |
) |
|
|
(195 |
) |
Total
deferred |
|
|
(485 |
) |
|
|
(923 |
) |
|
|
(1,485 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
3,073 |
|
|
$ |
9,283 |
|
|
$ |
8,211 |
|
A
reconciliation of the U.S. Federal statutory tax rate to the effective tax rate on income before taxes is as follows:
|
|
Year Ended December 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|
|
|
|
|
|
|
|
|
|
Federal
statutory rate |
|
|
35.0 |
% |
|
|
35.0 |
% |
|
|
35.0 |
% |
State taxes, net of
federal benefit |
|
|
4.1 |
|
|
|
2.7 |
|
|
|
3.9 |
|
Impairment, non-deductible
portion |
|
|
20.0 |
|
|
|
|
|
|
|
11.5 |
|
Share-based compensation
deficit |
|
|
3.7 |
|
|
|
|
|
|
|
|
|
Non-deductible items |
|
|
3.0 |
|
|
|
0.7 |
|
|
|
1.1 |
|
Other |
|
|
(5.7 |
) |
|
|
(0.1 |
) |
|
|
(0.6 |
) |
Total
effective tax rate |
|
|
60.1 |
% |
|
|
38.3 |
% |
|
|
50.9 |
% |
The
share-based compensation deficit resulted in incremental income tax expense, because the grant date fair value of share-based
payments exceeded the actual tax deductions realized, either upon exercise or vesting or due to forfeitures. As the Company has
exhausted the excess tax benefits arising from stock-based compensation transactions (APIC pool), any future net deficits will
result in incremental income tax expense, and will likely negatively impact the effective tax rate. The other credit includes
the impact of over accruals of both federal and state taxes in earlier years.
Significant
components of the Companys deferred taxes were as follows:
|
|
Year Ended December 31, |
|
|
|
2015 |
|
|
2014 |
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Uniform
capitalization adjustment |
|
$ |
1,240 |
|
|
$ |
1,219 |
|
Inventory
reserve |
|
|
1,835 |
|
|
|
1,724 |
|
Allowance
for doubtful accounts |
|
|
50 |
|
|
|
53 |
|
Stock
compensation expense |
|
|
1,900 |
|
|
|
2,053 |
|
Property
and equipment |
|
|
109 |
|
|
|
136 |
|
Other |
|
|
77 |
|
|
|
128 |
|
Total
deferred tax assets |
|
|
5,211 |
|
|
|
5,313 |
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities |
|
|
|
|
|
|
|
|
Goodwill |
|
|
601 |
|
|
|
405 |
|
Intangibles |
|
|
1,148 |
|
|
|
1,895 |
|
Other |
|
|
124 |
|
|
|
|
|
Total
deferred tax liabilities |
|
|
1,873 |
|
|
|
2,300 |
|
Net
deferred tax assets |
|
$ |
3,338 |
|
|
$ |
3,013 |
|
The
Company recognizes interest on any tax issue as a component of interest expense and any related penalties in other operating expenses.
As of December 31, 2015, 2014 and 2013, the Company recorded no provision for interest or penalties related to uncertain tax positions.
The tax years 2011 through 2015 remain open to examination by the major taxing jurisdictions to which the Company is subject.
|
X |
- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
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v3.3.1.900
Stockholders' Equity
|
12 Months Ended |
Dec. 31, 2015 |
Equity [Abstract] |
|
Stockholders' Equity |
On
March 7, 2014, the Board of Directors adopted a new stock repurchase program under which the Company is authorized to purchase
up to $25 million of its outstanding shares of common stock from time to time, depending on market conditions, trading activity,
business conditions and other factors. Shares of stock purchased under the program will be held as treasury shares and may be
used to satisfy the exercise of options, issuance of restricted stock, to fund acquisitions or for other uses as authorized by
the Board of Directors. During 2015, the Company made repurchases under the stock repurchase program of 858,628 shares for a total
cost of $6,808. During 2014, the Company made repurchases under the stock repurchase program of 545,564 shares for a total cost
of $6,868.
Under
the terms of the 2006 Stock Plan, the Company acquired 7,294 shares and 9,444 shares that were surrendered by the holders to pay
withholding taxes in 2015 and 2014, respectively.
The
Company has paid a quarterly cash dividend since August 2007, resulting in aggregate dividends in 2015, 2014 and 2013 of
$7,172, $8,293 and $7,466, respectively.
The
Company is authorized to issue 5,000,000 shares of preferred stock, par value $.001 per share. The Board of Directors is authorized
to fix the particular preferences, rights, qualifications and restrictions of each series of preferred stock. In connection with
the adoption of a now terminated stockholder rights plan, the Board of Directors designated 100,000 shares as Series A Junior
Participating Preferred Stock. No shares of preferred stock have been issued.
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v3.3.1.900
Employee Benefit Plans
|
12 Months Ended |
Dec. 31, 2015 |
Compensation and Retirement Disclosure [Abstract] |
|
Employee Benefit Plans |
7. |
Employee Benefit Plans |
The
Company maintains a combination profit-sharing plan and salary deferral plan (the Plan) for the benefit of its employees.
Employees who are eligible to participate in the Plan can contribute a percentage of their base compensation, up to the maximum
percentage allowable not to exceed the limits of Internal Revenue Code (Code) Sections 401(k), 404, and 415, subject
to the IRS-imposed dollar limit. Employee contributions are invested in certain equity and fixed-income securities, based on employee
elections. Effective January 1, 2014, the Company adjusted its match and now matches 100% of the first 1% of the employees
contribution. Accordingly, the Company is no longer adopting the Safe Harbor provisions of the Code. Through 2013, the Company adopted
the Safe Harbor provisions of the Code, whereby contributions up to the first 3% of an employees compensation were matched
100% by the Company and the next 2% were matched 50% by the Company. The Companys match for the years ended
December 31, 2015, 2014 and 2013 was $203, $217, and $803, respectively.
|
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- DefinitionThe entire disclosure for an entity's employee compensation and benefit plans, including, but not limited to, postemployment and postretirement benefit plans, defined benefit pension plans, defined contribution plans, non-qualified and supplemental benefit plans, deferred compensation, share-based compensation, life insurance, severance, health care, unemployment and other benefit plans.
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v3.3.1.900
Incentive Plans
|
12 Months Ended |
Dec. 31, 2015 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
|
Incentive Plans |
On
March 23, 2006, the Company adopted and on May 1, 2007, the stockholders approved the 2006 Stock Plan (the 2006 Plan)
to provide incentives for certain key employees and directors through awards of stock options and restricted stock awards and
units. The 2006 Plan provides for incentives to be granted at the fair market value of the Companys common stock at the
date of grant and options may be either nonqualified stock options or incentive stock options as defined by Section 422 of
the Code. Under the 2006 Plan a maximum of 1,800,000 shares may be granted to designated participants. The maximum number of shares
available to any one participant in any one calendar year is 500,000.
Stock
Option Awards
The
Company has granted options to purchase its common stock to employees and directors of the Company under the two stock plans at
no less than the fair market value of the underlying stock on the date of grant. These options are granted for a term not exceeding
ten years and may be forfeited in the event the employee or director terminates his or her employment or relationship with the
Company. Options granted to employees generally vest over three to five years, and options granted to directors generally vest
one year after the date of grant. Shares issued to satisfy the exercise of options may be newly issued shares or treasury shares.
Both option plans contain anti-dilutive provisions that permit an adjustment of the number of shares of the Companys common
stock represented by each option for any change in capitalization. Compensation cost for options granted is charged to expense
on a straight line basis over the term of the option.
The
fair value of each option awarded is estimated on the date of grant using a Black-Scholes option-pricing model. Expected volatilities
are based on historical volatility of the Companys stock and other factors. The expected life of options granted represents
the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the life of the
option is based on the U.S. Treasury yield curve in effect at the time of grant. There were no options granted in 2015
or 2014.
Vesting
dates range from December 20, 2016 to December 31, 2017, and expiration dates range from December 20, 2016 to December
20, 2021. The following summarizes stock option activity and related information:
|
|
2015 |
|
|
|
Options
(in 000s) |
|
|
Weighted
Average Exercise Price |
|
|
Aggregate
Intrinsic Value |
|
|
Weighted
Average Remaining Contractual Life (in years) |
|
OutstandingBeginning
of year |
|
|
602 |
|
|
$ |
15.50 |
|
|
$ |
243 |
|
|
|
4.17 |
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(4 |
) |
|
|
2.67 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(105 |
) |
|
|
15.55 |
|
|
|
|
|
|
|
|
|
Expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OutstandingEnd
of year |
|
|
493 |
|
|
$ |
15.60 |
|
|
$ |
|
|
|
|
3.26 |
|
ExercisableEnd
of year |
|
|
416 |
|
|
$ |
15.87 |
|
|
$ |
|
|
|
|
2.76 |
|
Weighted average
fair value of options granted during 2015 |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
fair value of options granted during 2014 |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
fair value of options granted during 2013 |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There
was no excess tax benefit for the year ended December 31, 2015. During the years ended December 31, 2014 and 2013, excess tax
benefits of $7 and $49, respectively, were reflected in financing cash flows.
The
total intrinsic value of options exercised during the years ended December 31, 2015, 2014 and 2013 was $13, $51 and $366,
respectively. There is no intrinsic value of options outstanding and exercisable as of December 31, 2015 as the closing stock
price at the end of 2015 creates a negative value.
The
total fair value of options vested during the years ended December 31, 2015, 2014 and 2013 was $139, $168 and $271, respectively.
Restricted
Stock Awards and Restricted Stock Units
On
December 15, 2015, the Company granted 28,090 voting shares of restricted stock to the Companys President. These shares
vest in one third increments on the first, second and third anniversaries of the date of grant as long as the recipient is then
employed by the Company. Any dividends declared will be accrued and paid to the recipient when the related shares vest.
The
Company also granted 64,500 voting shares of restricted stock under the 2006 Plan to members of management on December 15, 2015.
These shares vest in one third increments, on the third, fourth and fifth anniversaries of the date of grant as long as the recipient
is then employed by the Company. Any dividends declared will be accrued and paid to the recipient if and when the related shares
vest.
Following
the Annual Meeting of Stockholders on May 5, 2015, the Company awarded restricted stock units with a value of $50 to each
non-employee director who was elected or re-elected, for an aggregate of 38,290 restricted stock units. As a result of the resignation
of a non-employee director during the quarter ended September 30, 2015, 5,470 of these restricted stock units were forfeited.
Each award of restricted stock units vests at the date of the 2016 Annual Meeting of Stockholders. Each non-employee
director is entitled to receive a number of shares of the Company's common stock equal to the number of vested restricted
stock units, together with dividend equivalents from the date of grant, at such time as the directors service on the
board terminates for any reason.
On
May 5, 2015 new members of the management team received a total of 11,000 restricted stock awards. These shares vest in one third
increments, on the third, fourth and fifth anniversaries of the date of grant as long as the recipient is then employed by the
Company. Any dividends declared will be accrued and paid to the recipient if and when the related shares vest.
Restricted
common shares are measured at fair value on the date of grant based on the quoted price of the common stock. Such value is recognized
as compensation expense over the corresponding vesting period which ranges from one to five years, based on the number of awards
that vest.
The
following summarizes restricted stock activity for the year ended December 31, 2015:
|
|
2015 |
|
|
|
Awards |
|
|
Units |
|
|
|
Shares
(in 000s) |
|
|
Weighted
Average Market Value at Grant Date |
|
|
Shares
(in 000s) |
|
|
Weighted
Average Market Value at Grant Date |
|
Non-vested Beginning
of year |
|
|
201 |
|
|
$ |
11.43 |
|
|
|
27 |
|
|
$ |
11.93 |
|
Granted |
|
|
104 |
|
|
|
5.76 |
|
|
|
38 |
|
|
|
9.14 |
|
Vested |
|
|
(19 |
) |
|
|
11.59 |
|
|
|
(27 |
) |
|
|
11.93 |
|
Cancelled/Forfeited |
|
|
(20 |
) |
|
|
11.97 |
|
|
|
(5 |
) |
|
|
9.14 |
|
Expired |
|
|
(32 |
) |
|
|
12.45 |
|
|
|
|
|
|
|
|
|
Non-vested End
of year |
|
|
234 |
|
|
$ |
9.57 |
|
|
|
33 |
|
|
$ |
9.14 |
|
Total
stock-based compensation cost was $886, $868 and $900 for the years ended December 31, 2015, 2014 and 2013, respectively.
Total income tax benefit recognized for stock-based compensation arrangements was $337, $332 and $346 for the years ended December 31,
2015, 2014 and 2013, respectively.
As
of December 31, 2015, there was $1,616 of total unrecognized compensation cost related to non-vested, share-based compensation
arrangements. The cost is expected to be recognized over a weighted average period of approximately 35 months. There were 448,796
shares available for future grants under the 2006 Plan at December 31, 2015.
|
X |
- DefinitionThe entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.
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v3.3.1.900
Commitments and Contingencies
|
12 Months Ended |
Dec. 31, 2015 |
Commitments and Contingencies Disclosure [Abstract] |
|
Commitments and Contingencies |
9. |
Commitments and Contingencies |
The
Company has entered into operating leases, primarily for distribution centers and office facilities. These operating leases frequently
include renewal options at the fair rental value at the time of renewal. For leases with step rent provisions, whereby the rental
payments increase incrementally over the life of the lease, the Company recognizes the total minimum lease payments on a straight
line basis over the minimum lease term. Facility rent expense was approximately $2,540 in 2015, $2,865 in 2014 and $2,697 in 2013.
Future
minimum lease payments under non-cancelable operating leases with initial terms of one year or more consisted of the following
at December 31, 2015:
2016 |
|
$ |
2,513 |
|
2017 |
|
|
2,293 |
|
2018 |
|
|
1,633 |
|
2019 |
|
|
1,111 |
|
2020 |
|
|
605 |
|
Thereafter |
|
|
749 |
|
Total
minimum lease payments |
|
$ |
8,904 |
|
The
Company had aggregate purchase commitments for fixed inventory quantities of approximately $33,826 at December 31, 2015.
As
part of the acquisition of Southwest and Southern in 2010, the Company assumed the liability for the post-remediation monitoring
of the water quality at one of the acquired facilities in Louisiana. The expected liability of $89 at December 31, 2015 relates
to the cost of the monitoring, which the Company estimates will be incurred over approximately the next 2 years and also the cost
to plug the wells. Remediation work was completed prior to the acquisition in accordance with the requirements of the Louisiana
Department of Environmental Quality.
The
Company, along with many other defendants, has been named in a number of lawsuits in the state courts of Minnesota, North Dakota,
and South Dakota alleging that certain wire and cable which may have contained asbestos caused injury to the plaintiffs who were
exposed to this wire and cable. These lawsuits are individual personal injury suits that seek unspecified amounts of money damages
as the sole remedy. It is not clear whether the alleged injuries occurred as a result of the wire and cable in question or whether
the Company, in fact, distributed the wire and cable alleged to have caused any injuries. The Company maintains general liability
insurance that, to date, has covered the defense of and all costs associated with these claims. In addition, the Company did not
manufacture any of the wire and cable at issue, and the Company would rely on any warranties from the manufacturers of such cable
if it were determined that any of the wire or cable that the Company distributed contained asbestos which caused injury to any
of these plaintiffs. In connection with ALLTEL's sale of the Company in 1997, ALLTEL provided indemnities with respect to costs
and damages associated with these claims that the Company believes it could enforce if its insurance coverage proves inadequate.
There
are no legal proceedings pending against or involving the Company that, in managements opinion, based on the current known
facts and circumstances, are expected to have a material adverse effect on the Companys consolidated financial position,
cash flows, or results from operations.
|
X |
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- DefinitionThe entire disclosure for commitments and contingencies.
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v3.3.1.900
Subsequent Events
|
12 Months Ended |
Dec. 31, 2015 |
Subsequent Events [Abstract] |
|
Subsequent Events |
On
February 16, 2016, the Board of Directors approved a quarterly dividend of $0.06 per share payable to shareholders of record on
February 26, 2016. This dividend totaling $984 will be paid on March 11, 2016.
|
X |
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- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
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v3.3.1.900
Select Quarterly Financial Data (unaudited)
|
12 Months Ended |
Dec. 31, 2015 |
Quarterly Financial Information Disclosure [Abstract] |
|
Select Quarterly Financial Data (unaudited) |
11. |
Select Quarterly Financial Data (unaudited) |
The
following table presents the Companys unaudited quarterly results of operations for each of the last eight quarters in the
period ended December 31, 2015. The unaudited information has been prepared on the same basis as the audited consolidated
financial statements.
|
|
Year Ended December 31, 2015 |
|
|
|
Fourth
Quarter |
|
|
Third
Quarter |
|
|
Second
Quarter |
|
|
First
Quarter |
|
|
|
(in thousands, except per share data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
70,314 |
|
|
$ |
78,260 |
|
|
$ |
77,959 |
|
|
$ |
81,600 |
|
Gross profit |
|
$ |
15,120 |
|
|
$ |
16,131 |
|
|
$ |
16,935 |
|
|
$ |
17,724 |
|
Operating income (loss) |
|
$ |
743 |
(1) |
|
$ |
1,783 |
|
|
$ |
(234 |
)(2) |
|
$ |
3,726 |
|
Net income (loss) |
|
$ |
(199 |
)(1) |
|
$ |
676 |
|
|
$ |
(619 |
)(2) |
|
$ |
2,186 |
|
Earnings (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.01 |
)(1) |
|
$ |
0.04 |
|
|
$ |
(0.04 |
)(2) |
|
$ |
0.13 |
|
Diluted |
|
$ |
(0.01 |
)(1) |
|
$ |
0.04 |
|
|
$ |
(0.04 |
)(2) |
|
$ |
0.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2014 |
|
|
|
Fourth
Quarter |
|
|
Third
Quarter |
|
|
Second
Quarter |
|
|
First
Quarter |
|
|
|
(in thousands, except per share data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
89,530 |
|
|
$ |
96,721 |
|
|
$ |
103,461 |
|
|
$ |
100,299 |
|
Gross profit |
|
$ |
20,718 |
|
|
$ |
21,077 |
|
|
$ |
22,439 |
|
|
$ |
21,704 |
|
Operating income |
|
$ |
6,207 |
|
|
$ |
5,980 |
|
|
$ |
6,888 |
|
|
$ |
6,348 |
|
Net income |
|
$ |
3,668 |
|
|
$ |
3,528 |
|
|
$ |
4,031 |
|
|
$ |
3,745 |
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.21 |
|
|
$ |
0.20 |
|
|
$ |
0.23 |
|
|
$ |
0.21 |
|
Diluted |
|
$ |
0.21 |
|
|
$ |
0.20 |
|
|
$ |
0.23 |
|
|
$ |
0.21 |
|
|
(1) |
During the fourth quarter of 2015, the Company recorded a non-cash impairment charge of $423. See Note 3 for additional information. |
|
(2) |
During the second quarter of 2015, the Company recorded a non-cash impairment charge of $2,994. See Note 3 for additional information. |
|
X |
- DefinitionThe entire disclosure for the quarterly financial data in the annual financial statements. The disclosure may include a tabular presentation of financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income or loss before extraordinary items and earnings per share data. It also includes an indication if the information in the note is unaudited, comments on the aggregate effect of year-end adjustments, and an explanation of matters or transactions that affect comparability or are pertinent to an understanding of the information furnished.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 270 -SubTopic 10 -Section 45 -Paragraph 13 -URI http://asc.fasb.org/extlink&oid=51655806&loc=d3e765-108305
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v3.3.1.900
Organization and Summary of Significant Accounting Policies (Policies)
|
12 Months Ended |
Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Description of Business |
Description
of Business
Houston
Wire & Cable Company (the Company), through its wholly owned subsidiaries, HWC Wire & Cable Company, Advantage
Wire & Cable and Cable Management Services Inc., provides wire and cable, hardware and related services to the U.S. market
through eighteen locations in thirteen states throughout the United States. On June 25, 2010, the Company purchased Southwest
Wire Rope LP (Southwest), its general partner Southwest Wire Rope GP LLC and its wholly owned subsidiary, Southern
Wire (Southern) and on January 1, 2011, merged them into the Companys operating subsidiary. The Company
has no other business activity.
|
Basis of Presentation and Principles of Consolidation |
Basis
of Presentation and Principles of Consolidation
The
consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared following accounting
principles generally accepted in the United States (GAAP) and the requirements of the Securities and Exchange Commission
(SEC). The financial statements include all normal and recurring adjustments that are necessary for a fair presentation
of the Companys financial position and operating results. All significant inter-company balances and transactions have
been eliminated.
|
Reclassifications |
Reclassifications
Certain
prior period amounts have been reclassified to conform to the current period presentation.
|
Use of Estimates |
Use
of Estimates
The
preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the amounts reported in the financial statements and accompanying notes. The most significant estimates are those relating to
the allowance for doubtful accounts, the reserve for returns and allowances, the inventory obsolescence reserve, vendor rebates,
and asset impairments. Actual results could differ materially from the estimates and assumptions used for the preparation of the
financial statements.
|
Earnings per Share |
Earnings
per Share
Basic
earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding. Diluted earnings
per share include the dilutive effects of stock option and unvested restricted stock awards and units.
The
following reconciles the denominator used in the calculation of diluted earnings per share:
|
|
Year Ended December 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average common shares for basic earnings per share |
|
|
17,012,560 |
|
|
|
17,605,290 |
|
|
|
17,805,464 |
|
Effect
of dilutive securities |
|
|
55,033 |
|
|
|
78,641 |
|
|
|
94,908 |
|
Denominator
for diluted earnings per share |
|
|
17,067,593 |
|
|
|
17,683,931 |
|
|
|
17,900,372 |
|
Options
to purchase 643,738, 476,473 and 478,458 shares of common stock were not included in the diluted net income per share calculation
for 2015, 2014 and 2013, respectively, as their inclusion would have been anti-dilutive.
|
Accounts Receivable |
Accounts
Receivable
Accounts
receivable consists primarily of receivables from customers, less an allowance for doubtful accounts of $132 and $139, and a reserve
for returns and allowances of $322 and $422 at December 31, 2015 and 2014, respectively. The Company has no contractual repurchase
arrangements with its customers. Credit losses have been within managements expectations.
|
Inventories |
Inventories
Inventories
are carried at the lower of cost, using the average cost method, or market and consist primarily of goods purchased for resale,
less a reserve for obsolescence and unusable items and unamortized vendor rebates. The reserve for inventory is based upon a number
of factors, including the experience of the purchasing and sales departments, age of the inventory, new product offerings, and
other factors. The reserve for inventory may periodically require adjustment as the factors identified above change. The inventory
reserve was $4,829 and $4,478 at December 31, 2015 and 2014, respectively.
|
Vendor Rebates |
Vendor
Rebates
Under
many of the Companys arrangements with its vendors, the Company receives a rebate of a specified amount of consideration,
payable when the Company achieves any of a number of measures, generally related to the volume level of purchases from the vendors.
The Company accounts for such rebates as a reduction of the prices of the vendors products and therefore as a reduction
of inventory until it sells the products, at which time such rebates reduce cost of sales in the accompanying consolidated statements
of income. Throughout the year, the Company estimates the amount of the rebates earned based on purchases to date relative to
the total purchase levels expected to be achieved during the rebate period. The Company continually revises these estimates to
reflect rebates expected to be earned based on actual purchase levels and forecasted purchase volumes for the remainder of the
rebate period.
|
Property and Equipment |
Property
and Equipment
The
Company provides for depreciation on a straight-line method over the following estimated useful lives:
Buildings |
|
25
to 30 years |
Machinery and
equipment |
|
3 to 10 years |
Leasehold
improvements are depreciated over their estimated life or the term of the lease, whichever is shorter.
Total
depreciation expense was approximately $1,162, $1,186, and $1,245 for the years ended December 31, 2015, 2014 and 2013, respectively.
|
Goodwill |
Goodwill
Goodwill
represents the excess of the amount paid to acquire businesses over the estimated fair value of tangible assets and identifiable
intangible assets acquired, less liabilities assumed. Determining the fair value of assets acquired and liabilities assumed
requires managements judgment and often involves the use of significant estimates and assumptions, including assumptions
with respect to future cash flows, discount rates and asset lives among other items. At December 31, 2015, the goodwill balance
was $14.9 million, representing 9.3% of the Companys total assets.
The
Company reviews goodwill for impairment annually, or more frequently if indications of possible impairment exist, using a three-step
process. The first step is a qualitative evaluation as to whether it is more likely than not that the fair value of any of the
reporting units is less than its carrying value using an assessment of relevant events and circumstances. Examples of such events
and circumstances include financial performance, industry and market conditions, macroeconomic conditions, reporting unit-specific
events, historical results of goodwill impairment testing and the timing of the last performance of a quantitative assessment.
If the Company concludes that the goodwill associated with any reporting unit is more likely than not impaired, a second step
is performed for that reporting unit. This second step, used to quantitatively screen for potential impairment, compares the fair
value of the reporting unit with its carrying amount, including goodwill. The third step, employed for any reporting unit that
fails the second step, is used to measure the amount of any potential impairment and compares the implied fair value of the reporting
units goodwill with the carrying amount of goodwill.
|
Intangibles |
Intangibles
Intangible
assets, from the acquisition of Southwest and Southern in 2010, consist of customer relationships, tradenames, and non-compete
agreements. The customer relationships are amortized over 6 or 7 year useful lives and non-compete agreements were amortized over
a 1 year useful life. If events or circumstances were to indicate that any of the Companys definite-lived intangible assets
might be impaired, the Company would assess recoverability based on the estimated undiscounted future cash flows to be generated
from the applicable intangible asset. Tradenames are not being amortized and are tested for impairment on an annual basis.
|
Self Insurance |
Self
Insurance
The
Company retains certain self-insurance risks for both health benefits and property and casualty insurance programs. The Company
limits its exposure to these self-insurance risks by maintaining excess and aggregate liability coverage. Self-insurance reserves
are established based on claims filed and estimates of claims incurred but not reported. The estimates are based on information
provided to the Company by its claims administrators.
|
Segment Reporting |
Segment
Reporting
The
Company operates in a single operating and reporting segment, sales of wire and cable, hardware and related services to the U.S.
market.
|
Revenue Recognition, Returns & Allowances |
Revenue
Recognition, Returns & Allowances
The
Company recognizes revenue when the following four basic criteria have been met:
1. Persuasive
evidence of an arrangement exists;
2. Delivery
has occurred or services have been rendered;
3. The
sellers price to the buyer is fixed or determinable; and
4. Collectability
is reasonably assured.
The
Company records revenue when customers take delivery of products. Customers may pick up products at any distribution center location,
or products may be delivered via third party carriers. Products shipped via third party carriers are considered delivered based
on the shipping terms, which are generally FOB shipping point. Normal payment terms are net 30 days. Customers are permitted to
return product only on a case-by-case basis. Product exchanges are handled as a credit, with any replacement item being re-invoiced
to the customer. Customer returns are recorded as an adjustment to sales. In the past, customer returns have not been material.
The Company has no installation obligations.
The
Company may offer sales incentives, which are accrued monthly as an adjustment to sales.
|
Shipping and Handling |
Shipping
and Handling
The
Company incurs shipping and handling costs in the normal course of business. Freight amounts invoiced to customers are included
as sales and freight charges and are included as a component of cost of sales.
|
Credit Risk |
Credit
Risk
The
Companys customers are located primarily throughout the United States. No single customer accounted for 10% or more of
the Companys sales in 2015, 2014 or 2013. The Company performs periodic credit evaluations of its customers and generally
does not require collateral.
|
Advertising Costs |
Advertising
Costs
Advertising
costs are expensed when incurred. Advertising expenses were $350, $284, and $333 for the years ended December 31, 2015, 2014,
and 2013, respectively.
|
Financial Instruments |
Financial
Instruments
The
carrying values of accounts receivable, trade accounts payable and accrued and other current liabilities approximate fair value,
due to the short maturity of these instruments. The carrying amount of long term debt approximates fair value as it bears interest
at variable rates.
|
Recent Accounting Pronouncements |
Recent
Accounting Pronouncements
The
Financial Accounting Standards Board (the FASB) Accounting Standards Codification (ASC) is the sole
source of authoritative GAAP other than SEC issued rules and regulations that apply only to SEC registrants. The FASB issues an
Accounting Standard Update ("ASU") to communicate changes to the codification. The Company considers the applicability and impact
of all ASUs. The following are those ASUs that are relevant to the Company.
In
February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). Under the new guidance,
a lessee will be required to recognize assets and liabilities for leases greater than 1 year, both capital and operating leases.
This update is effective for public companies for fiscal years beginning after December 15, 2018 with early adoption permitted.
The Company has not yet evaluated this ASU.
In
November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740) Balance Sheet Classification of Deferred
Taxes. ASU No. 2015-17 eliminates the requirement to classify deferred tax assets and liabilities as current or long-term
based on how the related assets or liabilities are classified. All deferred taxes are now required to be classified as long-term
including any associated valuation allowances. This guidance is effective for public companies for fiscal years beginning after
December 15, 2016 with early adoption permitted on either a prospective or retrospective basis. The Company is currently evaluating
the timing of adoption of this ASU which impacts only the balance sheet presentation.
In
July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory (Topic 330), which changes
guidance for subsequent measurement of inventory within the scope of the update from the lower of cost or market to the lower
of cost and net realizable value. This update is effective for annual and interim periods beginning after December 15, 2016 and
early adoption is permitted. The Company is currently evaluating the effects of adoption of this guidance on the Company's consolidated
financial statements as well as determining the timing of adoption.
In
April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30).
The amendments in this ASU require debt issuance costs to be presented on the balance sheet as a direct reduction from the carrying
amount of the related debt liability. However, the guidance in this ASU did not address the presentation or subsequent measurement
of debt issuance costs related to line-of-credit arrangements, as a result ASU No. 2015-15 was issued to clarify that the SEC
staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred
debt issuance costs ratably over the term of the line-of-credit arrangement. The amendments in ASU No. 2015-03 are to be applied
retrospectively and are effective for interim and annual reporting periods beginning after December 15, 2015. Early adoption is
permitted. The Company is currently evaluating the timing of adoption of this ASU which impacts only the balance sheet presentation.
In
May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the
revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance. This
ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount
that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also
requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer
contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill
a contract. The amendments in the ASU must be applied using one of two retrospective methods and are effective for annual and
interim periods beginning after December 15, 2017. Early adoption for annual and interim periods beginning after December 31,
2016 is permitted. As the Company recognizes revenue only once product has shipped, it does not believe this ASU will have a significant
impact on its revenue recognition policy. However, the Company is still evaluating the impact of this ASU on its financial position
and results of operations, timing of adoption, and which implementation method the Company will use.
|
Stock-Based Compensation |
Stock-Based
Compensation
Stock
options issued under the Companys stock plan have an exercise price equal to the fair value of the Companys stock
on the grant date. Restricted stock awards and units are valued at the closing price of the Companys stock on the grant
date. The Company recognizes compensation expense ratably over the vesting period. The Companys compensation expense is
included in salaries and commissions expense in the accompanying consolidated statements of income.
The
Company receives a tax deduction for certain stock option exercises in the period in which the options are exercised, generally
for the excess of the market price on the date of exercise over the exercise price of the options. The Company reports excess
tax benefits from the award of equity instruments as financing cash flows. Excess tax benefits result when a deduction reported
for tax return purposes for an award of equity instruments exceeds the cumulative compensation cost for the instruments recognized
for financial reporting purposes.
|
Income Taxes |
Income
Taxes
Deferred
tax assets and liabilities are determined based on differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes and are measured using the enacted tax rates and laws that will
be in effect when the differences are expected to reverse.
|
X |
- DefinitionDisclosure of accounting policy for advertising costs. For those costs that cannot be capitalized, discloses whether such costs are expensed as incurred or the first period in which the advertising takes place. For direct response advertising costs that are capitalized, describes those assets and the accounting policy used, including a description of the qualifying activity, the types of costs capitalized and the related amortization period. An entity also may disclose its accounting policy for cooperative advertising arrangements.
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v3.3.1.900
Organization and Summary of Significant Accounting Policies (Tables)
|
12 Months Ended |
Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Schedule of diluted earnings per share |
The
following reconciles the denominator used in the calculation of diluted earnings per share:
|
|
Year Ended December 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average common shares for basic earnings per share |
|
|
17,012,560 |
|
|
|
17,605,290 |
|
|
|
17,805,464 |
|
Effect
of dilutive securities |
|
|
55,033 |
|
|
|
78,641 |
|
|
|
94,908 |
|
Denominator
for diluted earnings per share |
|
|
17,067,593 |
|
|
|
17,683,931 |
|
|
|
17,900,372 |
|
|
Schedule of changes in the allowance for doubtful accounts |
The
following table summarizes the changes in the allowance for doubtful accounts for the past three years:
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
Balance
at beginning of year |
|
$ |
139 |
|
|
$ |
148 |
|
|
$ |
213 |
|
Bad
debt expense |
|
|
97 |
|
|
|
50 |
|
|
|
(59 |
) |
Write-offs,
net of recoveries |
|
|
(104 |
) |
|
|
(59 |
) |
|
|
(6 |
) |
Balance
at end of year |
|
$ |
132 |
|
|
$ |
139 |
|
|
$ |
148 |
|
|
Schedule of estimated useful lives |
The
Company provides for depreciation on a straight-line method over the following estimated useful lives:
Buildings |
|
25
to 30 years |
Machinery
and equipment |
|
3
to 10 years |
|
X |
- DefinitionThe tabular disclosure of estimates useful lives of property,plant and equipment.
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- DefinitionTabular disclosure of the various types of trade accounts and notes receivable and for each the gross carrying value, allowance, and net carrying value as of the balance sheet date. Presentation is categorized by current, noncurrent and unclassified receivables.
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- DefinitionTabular disclosure of the weighted average number of shares used in calculating basic net earnings per share (or unit) and diluted earnings per share (or unit).
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v3.3.1.900
Detail of Selected Balance Sheet Accounts (Tables)
|
12 Months Ended |
Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Schedule of property and equipment |
Property
and equipment are stated at cost and consist of:
|
|
At December 31, |
|
|
|
2015 |
|
|
2014 |
|
Land |
|
$ |
2,476 |
|
|
$ |
2,476 |
|
Buildings |
|
|
7,706 |
|
|
|
5,759 |
|
Machinery
and equipment |
|
|
11,885 |
|
|
|
11,220 |
|
|
|
|
22,067 |
|
|
|
19,455 |
|
Less
accumulated depreciation |
|
|
11,168 |
|
|
|
10,501 |
|
Total |
|
$ |
10,899 |
|
|
$ |
8,954 |
|
|
Schedule of intangible assets |
Intangible
assets consist of:
|
|
At December 31, |
|
|
|
2015 |
|
|
2014 |
|
Tradenames |
|
$ |
3,846 |
|
|
$ |
4,610 |
|
Customer
relationships |
|
|
11,630 |
|
|
|
11,630 |
|
|
|
|
15,476 |
|
|
|
16,240 |
|
Less accumulated amortization: |
|
|
|
|
|
|
|
|
Tradenames |
|
|
|
|
|
|
|
|
Customer
relationships |
|
|
9,492 |
|
|
|
7,739 |
|
|
|
|
9,492 |
|
|
|
7,739 |
|
Total |
|
$ |
5,984 |
|
|
$ |
8,501 |
|
|
Schedule of future amortization expense on intangible assets |
Future
amortization expense to be recognized on the acquired intangible assets is expected to be as follows:
|
|
Annual
Amortization
Expense |
|
2016 |
|
$ |
1,572 |
|
2017 |
|
|
566 |
|
|
Schedule of goodwill |
Goodwill
|
|
At December 31, |
|
|
|
2015 |
|
|
2014 |
|
Goodwill |
|
$ |
25,082 |
|
|
$ |
25,082 |
|
Accumulated
impairment losses |
|
|
(10,216 |
) |
|
|
(7,562 |
) |
Net
balance |
|
$ |
14,866 |
|
|
$ |
17,520 |
|
|
Schedule of accrued and other current liabilities |
Accrued and other current liabilities consist of: |
|
At December 31, |
|
|
|
2015 |
|
|
2014 |
|
Customer
advances |
|
$ |
169 |
|
|
$ |
62 |
|
Customer rebates |
|
|
3,166 |
|
|
|
5,145 |
|
Payroll, commissions,
and bonuses |
|
|
1,148 |
|
|
|
2,349 |
|
Accrued inventory purchases |
|
|
1,800 |
|
|
|
2,778 |
|
Other |
|
|
3,285 |
|
|
|
2,770 |
|
Total |
|
$ |
9,568 |
|
|
$ |
13,104 |
|
|
X |
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X |
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v3.3.1.900
Income Taxes (Tables)
|
12 Months Ended |
Dec. 31, 2015 |
Income Tax Disclosure [Abstract] |
|
Schedule of provision (benefit) for income taxes |
The
provision (benefit) for income taxes consists of:
|
|
Year Ended December 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
Current: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
3,166 |
|
|
$ |
9,123 |
|
|
$ |
8,675 |
|
State |
|
|
392 |
|
|
|
1,083 |
|
|
|
1,021 |
|
Total
current |
|
|
3,558 |
|
|
|
10,206 |
|
|
|
9,696 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
(436 |
) |
|
|
(794 |
) |
|
|
(1,290 |
) |
State |
|
|
(49 |
) |
|
|
(129 |
) |
|
|
(195 |
) |
Total
deferred |
|
|
(485 |
) |
|
|
(923 |
) |
|
|
(1,485 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
3,073 |
|
|
$ |
9,283 |
|
|
$ |
8,211 |
|
|
Schedule of reconciliation effective tax rate |
A
reconciliation of the U.S. Federal statutory tax rate to the effective tax rate on income before taxes is as follows:
|
|
Year Ended December 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|
|
|
|
|
|
|
|
|
|
Federal
statutory rate |
|
|
35.0 |
% |
|
|
35.0 |
% |
|
|
35.0 |
% |
State taxes, net of
federal benefit |
|
|
4.1 |
|
|
|
2.7 |
|
|
|
3.9 |
|
Impairment, non-deductible
portion |
|
|
20.0 |
|
|
|
|
|
|
|
11.5 |
|
Share-based compensation
deficit |
|
|
3.7 |
|
|
|
|
|
|
|
|
|
Non-deductible items |
|
|
3.0 |
|
|
|
0.7 |
|
|
|
1.1 |
|
Other |
|
|
(5.7 |
) |
|
|
(0.1 |
) |
|
|
(0.6 |
) |
Total
effective tax rate |
|
|
60.1 |
% |
|
|
38.3 |
% |
|
|
50.9 |
% |
|
Schedule of deferred taxes |
Significant
components of the Companys deferred taxes were as follows:
|
|
Year Ended
December 31, |
|
|
|
2015 |
|
|
2014 |
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Uniform
capitalization adjustment |
|
$ |
1,240 |
|
|
$ |
1,219 |
|
Inventory
reserve |
|
|
1,835 |
|
|
|
1,724 |
|
Allowance
for doubtful accounts |
|
|
50 |
|
|
|
53 |
|
Stock
compensation expense |
|
|
1,900 |
|
|
|
2,053 |
|
Property
and equipment |
|
|
109 |
|
|
|
136 |
|
Other |
|
|
77 |
|
|
|
128 |
|
Total
deferred tax assets |
|
|
5,211 |
|
|
|
5,313 |
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities |
|
|
|
|
|
|
|
|
Goodwill |
|
|
601 |
|
|
|
405 |
|
Intangibles |
|
|
1,148 |
|
|
|
1,895 |
|
Other |
|
|
124 |
|
|
|
|
|
Total
deferred tax liabilities |
|
|
1,873 |
|
|
|
2,300 |
|
Net
deferred tax assets |
|
$ |
3,338 |
|
|
$ |
3,013 |
|
|
X |
- DefinitionTabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.
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v3.3.1.900
Incentive Plans (Tables)
|
12 Months Ended |
Dec. 31, 2015 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
|
Schedule of stock option activity |
Vesting
dates range from December 20, 2016 to December 31, 2017, and expiration dates range from December 20, 2016 to December
20, 2021. The following summarizes stock option activity and related information:
|
|
2015 |
|
|
|
Options
(in 000s) |
|
|
Weighted
Average Exercise Price |
|
|
Aggregate
Intrinsic Value |
|
|
Weighted
Average Remaining Contractual Life (in years) |
|
OutstandingBeginning
of year |
|
|
602 |
|
|
$ |
15.50 |
|
|
$ |
243 |
|
|
|
4.17 |
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(4 |
) |
|
|
2.67 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(105 |
) |
|
|
15.55 |
|
|
|
|
|
|
|
|
|
Expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OutstandingEnd
of year |
|
|
493 |
|
|
$ |
15.60 |
|
|
$ |
|
|
|
|
3.26 |
|
ExercisableEnd
of year |
|
|
416 |
|
|
$ |
15.87 |
|
|
$ |
|
|
|
|
2.76 |
|
Weighted average
fair value of options granted during 2015 |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
fair value of options granted during 2014 |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
fair value of options granted during 2013 |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule of restricted stock activity |
The
following summarizes restricted stock activity for the year ended December 31, 2015:
|
|
2015 |
|
|
|
Awards |
|
|
Units |
|
|
|
Shares
(in 000s) |
|
|
Weighted
Average Market Value at Grant Date |
|
|
Shares
(in 000s) |
|
|
Weighted
Average Market Value at Grant Date |
|
Non-vested Beginning
of year |
|
|
201 |
|
|
$ |
11.43 |
|
|
|
27 |
|
|
$ |
11.93 |
|
Granted |
|
|
104 |
|
|
|
5.76 |
|
|
|
38 |
|
|
|
9.14 |
|
Vested |
|
|
(19 |
) |
|
|
11.59 |
|
|
|
(27 |
) |
|
|
11.93 |
|
Cancelled/Forfeited |
|
|
(20 |
) |
|
|
11.97 |
|
|
|
(5 |
) |
|
|
9.14 |
|
Expired |
|
|
(32 |
) |
|
|
12.45 |
|
|
|
|
|
|
|
|
|
Non-vested End
of year |
|
|
234 |
|
|
$ |
9.57 |
|
|
|
33 |
|
|
$ |
9.14 |
|
|
X |
- DefinitionTabular disclosure of the number and weighted-average exercise prices (or conversion ratios) for share options (or share units) that were outstanding at the beginning and end of the year, vested and expected to vest, exercisable or convertible at the end of the year, and the number of share options or share units that were granted, exercised or converted, forfeited, and expired during the year.
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v3.3.1.900
Select Quarterly Financial Data (unaudited) (Tables)
|
12 Months Ended |
Dec. 31, 2015 |
Quarterly Financial Information Disclosure [Abstract] |
|
Schedule of unaudited quarterly results of operations |
The
following table presents the Companys unaudited quarterly results of operations for each of the last eight quarters in the
period ended December 31, 2015. The unaudited information has been prepared on the same basis as the audited consolidated
financial statements.
|
|
Year Ended December 31, 2015 |
|
|
|
Fourth
Quarter |
|
|
Third
Quarter |
|
|
Second
Quarter |
|
|
First
Quarter |
|
|
|
(in thousands, except per share data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
70,314 |
|
|
$ |
78,260 |
|
|
$ |
77,959 |
|
|
$ |
81,600 |
|
Gross profit |
|
$ |
15,120 |
|
|
$ |
16,131 |
|
|
$ |
16,935 |
|
|
$ |
17,724 |
|
Operating income (loss) |
|
$ |
743 |
(1) |
|
$ |
1,783 |
|
|
$ |
(234 |
)(2) |
|
$ |
3,726 |
|
Net income (loss) |
|
$ |
(199 |
)(1) |
|
$ |
676 |
|
|
$ |
(619 |
)(2) |
|
$ |
2,186 |
|
Earnings (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.01 |
)(1) |
|
$ |
0.04 |
|
|
$ |
(0.04 |
)(2) |
|
$ |
0.13 |
|
Diluted |
|
$ |
(0.01 |
)(1) |
|
$ |
0.04 |
|
|
$ |
(0.04 |
)(2) |
|
$ |
0.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2014 |
|
|
|
Fourth
Quarter |
|
|
Third
Quarter |
|
|
Second
Quarter |
|
|
First
Quarter |
|
|
|
(in thousands, except per share data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
$ |
89,530 |
|
|
$ |
96,721 |
|
|
$ |
103,461 |
|
|
$ |
100,299 |
|
Gross profit |
|
$ |
20,718 |
|
|
$ |
21,077 |
|
|
$ |
22,439 |
|
|
$ |
21,704 |
|
Operating income |
|
$ |
6,207 |
|
|
$ |
5,980 |
|
|
$ |
6,888 |
|
|
$ |
6,348 |
|
Net income |
|
$ |
3,668 |
|
|
$ |
3,528 |
|
|
$ |
4,031 |
|
|
$ |
3,745 |
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.21 |
|
|
$ |
0.20 |
|
|
$ |
0.23 |
|
|
$ |
0.21 |
|
Diluted |
|
$ |
0.21 |
|
|
$ |
0.20 |
|
|
$ |
0.23 |
|
|
$ |
0.21 |
|
|
(1) |
During the fourth quarter of 2015, the Company
recorded a non-cash impairment charge of $423. See Note 3 for additional information. |
|
(2) |
During the second quarter of 2015, the Company
recorded a non-cash impairment charge of $2,994. See Note 3 for additional information. |
|
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v3.3.1.900
Organization and Summary of Significant Accounting Policies (Details) - shares
|
12 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Denominator: |
|
|
|
Weighted average common shares for basic earnings per share |
17,012,560
|
17,605,290
|
17,805,464
|
Effect of dilutive securities |
55,033
|
78,641
|
94,908
|
Denominator for diluted earnings per share |
17,067,593
|
17,683,931
|
17,900,372
|
X |
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12 Months Ended |
|
Dec. 31, 2015
USD ($)
Number
shares
|
Dec. 31, 2014
USD ($)
shares
|
Dec. 31, 2013
USD ($)
shares
|
Dec. 31, 2012
USD ($)
|
Options to purchase common stock | shares |
643,738
|
476,473
|
478,458
|
|
Allowance for doubtful accounts |
$ 132
|
$ 139
|
$ 148
|
$ 213
|
Reserve for returns and allowances |
322
|
422
|
|
|
Inventory valuation reserves |
4,829
|
4,478
|
|
|
Depreciation expense |
1,162
|
1,186
|
$ 1,245
|
|
Goodwill |
$ 14,866
|
$ 17,520
|
|
|
Percentage of goodwill |
9.30%
|
|
|
|
Estimated useful lives, intagible assets |
6 years 7 months 6 days
|
|
|
|
Number of operating segments | Number |
1
|
|
|
|
Number of reportable segments | Number |
1
|
|
|
|
Description of customer credit risk |
No
single customer accounted for 10% or more of the Companys sales. |
|
No
single customer accounted for 10% or more of the Companys sales. |
|
No
single customer accounted for 10% or more of the Companys sales. |
|
|
Advertising expenses |
$ 350
|
$ 284
|
$ 333
|
|
Customer Relationships [Member] | Minimum [Member] |
|
|
|
|
Estimated useful lives, intagible assets |
6 years
|
|
|
|
Customer Relationships [Member] | Maximum [Member] |
|
|
|
|
Estimated useful lives, intagible assets |
7 years
|
|
|
|
Non-compete Agreements [Member] |
|
|
|
|
Estimated useful lives, intagible assets |
1 year
|
|
|
|
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Dec. 31, 2015 |
Dec. 31, 2014 |
Gross |
$ 22,067
|
$ 19,455
|
Less accumulated depreciation |
11,168
|
10,501
|
Total |
10,899
|
8,954
|
Land [Member] |
|
|
Gross |
2,476
|
2,476
|
Building [Member] |
|
|
Gross |
7,706
|
5,759
|
Machinery & Equipment [Member] |
|
|
Gross |
$ 11,885
|
$ 11,220
|
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Detail of Selected Balance Sheet Accounts (Details 1) - USD ($) $ in Thousands |
Dec. 31, 2015 |
Dec. 31, 2014 |
Finite lived intangible assets |
|
|
Less accumulated amortization: |
$ 9,492
|
$ 7,739
|
Intangible assets: |
|
|
Gross |
15,476
|
16,240
|
Total |
5,984
|
8,501
|
Customer Relationships [Member] |
|
|
Finite lived intangible assets |
|
|
Finite lived intangible assets, gross |
11,630
|
11,630
|
Less accumulated amortization: |
9,492
|
7,739
|
Tradenames [Member] |
|
|
Indefinite lived intangible assets: |
|
|
Gross |
$ 3,846
|
$ 4,610
|
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Detail of Selected Balance Sheet Accounts (Details 4) - USD ($) $ in Thousands |
Dec. 31, 2015 |
Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
|
Customer advances |
$ 169
|
$ 62
|
Customer rebates |
3,166
|
5,145
|
Payroll, commissions, and bonuses |
1,148
|
2,349
|
Accrued inventory purchases |
1,800
|
2,778
|
Other |
3,285
|
2,770
|
Total |
$ 9,568
|
$ 13,104
|
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v3.3.1.900
Detail of Selected Balance Sheet Accounts (Details Narrative) - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Estimated useful lives, intagible assets |
6 years 7 months 6 days
|
|
|
Accumulated amortization, intagible assets |
$ 9,492
|
$ 7,739
|
|
Amortization expense, intagible assets |
$ 1,753
|
$ 1,733
|
$ 1,733
|
Customer Relationships [Member] | Minimum [Member] |
|
|
|
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6 years
|
|
|
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|
|
|
Estimated useful lives, intagible assets |
7 years
|
|
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3 Months Ended |
12 Months Ended |
|
Dec. 31, 2015 |
Jun. 30, 2015 |
Dec. 31, 2015 |
Dec. 31, 2013 |
Dec. 31, 2014 |
Goodwill |
$ 25,082
|
|
$ 25,082
|
|
$ 25,082
|
Goodwill, impairment loss |
423
|
$ 2,994
|
3,400
|
$ 7,600
|
|
Non-deductible portion |
|
|
2,700
|
|
|
Tradenames [Member] |
|
|
|
|
|
Impairment of intangible assets (excluding goodwill) |
|
|
$ 800
|
|
|
Southwest Wire Rope Reporting Unit [Member] |
|
|
|
|
|
Goodwill, impairment loss |
|
2,600
|
|
|
|
Southwest Wire Rope Reporting Unit [Member] | Income Approach [Member] |
|
|
|
|
|
Weighted average cost of capital |
|
|
13.00%
|
|
|
Southwest Wire Rope Reporting Unit [Member] | Income Approach [Member] | Minimum [Member] |
|
|
|
|
|
Long-term growth rate |
|
|
5.00%
|
|
|
Southwest Wire Rope Reporting Unit [Member] | Income Approach [Member] | Maximum [Member] |
|
|
|
|
|
Long-term growth rate |
|
|
7.00%
|
|
|
Southwest Wire Rope Reporting Unit [Member] | Tradenames [Member] |
|
|
|
|
|
Impairment of intangible assets (excluding goodwill) |
400
|
$ 400
|
|
|
|
Southern Reporting Unit [Member] |
|
|
|
|
|
Goodwill |
$ 20,100
|
|
$ 20,100
|
|
|
Southern Reporting Unit [Member] | Market Approach [Member] |
|
|
|
|
|
Weighted average cost of capital |
|
|
13.00%
|
|
|
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|
|
|
|
|
Long-term growth rate |
|
|
3.00%
|
|
|
Southern Reporting Unit [Member] | Market Approach [Member] | Maximum [Member] |
|
|
|
|
|
Long-term growth rate |
|
|
4.00%
|
|
|
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Debt (Details Narrative) - USD ($) $ in Thousands |
|
12 Months Ended |
Oct. 01, 2015 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Debt |
|
$ 39,188
|
$ 53,847
|
|
Fourth Amended and Restated Loan and Security Agreement (the 2015 Loan Agreement) [Member] | Revolving Credit Facility [Member] |
|
|
|
|
Maximum amount outstanding |
$ 100,000
|
|
|
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loans in minimum amounts of $1,000 and integral multiples of $100. |
|
|
|
Description of interest rate |
|
LIBOR
loans bear interest at the British Bankers Association LIBOR Rate plus 100 to 150 basis points based on availability, and
loans not converted to LIBOR loans bear interest at a fluctuating rate equal to the greatest of the agents prime rate,
the federal funds rate plus 50 basis points, or 30-day LIBOR plus 150 basis points. |
|
|
|
Expiration date |
Sep. 30, 2020
|
|
|
|
Additional commitment amount |
$ 50,000
|
|
|
|
Description of collateral |
|
Secured
by substantially all of the property of the Company, other than real estate. |
|
|
|
Percentage of the value of eligible accounts receivable |
85.00%
|
|
|
|
Percentage of the value of eligible inventory |
70.00%
|
|
|
|
Percentage of the value of net orderly liquidation |
90.00%
|
|
|
|
Debt |
|
$ 39,188
|
$ 53,847
|
|
Weighted average interest rates |
|
1.70%
|
1.90%
|
|
Average outstanding amount capacity |
|
$ 46,562
|
|
|
Current outstanding amount capacity |
|
41,519
|
|
|
Unused borrowing facility |
|
$ 153
|
$ 114
|
$ 130
|
Percentage of unused capacity commitment fee |
|
0.25%
|
|
|
X |
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v3.3.1.900
Income Taxes (Details) - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Current: |
|
|
|
Federal |
$ 3,166
|
$ 9,123
|
$ 8,675
|
State |
392
|
1,083
|
1,021
|
Total current |
3,558
|
10,206
|
9,696
|
Deferred: |
|
|
|
Federal |
(436)
|
(794)
|
(1,290)
|
State |
(49)
|
(129)
|
(195)
|
Total deferred |
(485)
|
(923)
|
(1,485)
|
Total |
$ 3,073
|
$ 9,283
|
$ 8,211
|
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v3.3.1.900
Income Taxes (Details 2) - USD ($) $ in Thousands |
Dec. 31, 2015 |
Dec. 31, 2014 |
Deferred tax assets: |
|
|
Uniform capitalization adjustment |
$ 1,240
|
$ 1,219
|
Inventory reserve |
1,835
|
1,724
|
Allowance for doubtful accounts |
50
|
53
|
Stock compensation expense |
1,900
|
2,053
|
Property and equipment |
109
|
136
|
Other |
77
|
128
|
Total deferred tax assets |
5,211
|
5,313
|
Deferred tax liabilities |
|
|
Goodwill |
601
|
405
|
Intangibles |
1,148
|
$ 1,895
|
Other |
124
|
|
Total deferred tax liabilities |
1,873
|
$ 2,300
|
Net deferred tax assets |
$ 3,338
|
$ 3,013
|
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v3.3.1.900
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended |
12 Months Ended |
|
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Mar. 07, 2014 |
Dividend paid in cash |
$ 8,293
|
$ 7,172
|
$ 8,293
|
$ 7,466
|
|
Preferred stock, authorized |
5,000,000
|
5,000,000
|
5,000,000
|
|
|
Preferred stock, par value (in dollars per share) |
$ 0.001
|
$ 0.001
|
$ 0.001
|
|
|
Series A Junior Participating Preferred Stock [Member] |
|
|
|
|
|
Preferred stock, authorized |
|
100,000
|
|
|
|
2006 Stock Plan [Member] |
|
|
|
|
|
Number of shares surrender withholding taxes |
|
7,294
|
9,444
|
|
|
Share Repurchase Program [Member] | Common Stock [Member] |
|
|
|
|
|
Maximum number of shares authorized |
|
|
|
|
$ 25,000
|
Number of shares repurchases |
|
858,628
|
545,564
|
|
|
Value of shares repurchases |
|
$ 6,808
|
$ 6,868
|
|
|
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- DefinitionCash outflow in the form of capital distributions and dividends to common shareholders, preferred shareholders and noncontrolling interests.
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v3.3.1.900
Incentive Plans (Details) - Stock Option [Member] $ / shares in Units, $ in Thousands |
12 Months Ended |
Dec. 31, 2015
USD ($)
$ / shares
shares
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] |
|
Outstanding-Beginning of year | shares |
602
|
Exercised | shares |
(4)
|
Forfeited | shares |
(105)
|
Outstanding-End of year | shares |
493
|
Exercisable-End of year | shares |
416
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] |
|
Outstanding-Beginning of year | $ / shares |
$ 15.5
|
Exercised | $ / shares |
2.67
|
Forfeited | $ / shares |
15.55
|
Outstanding-End of year | $ / shares |
15.6
|
Exercisable-End of year | $ / shares |
$ 15.87
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Aggregate Intrinsic Value [Roll Forward] |
|
Outstanding-Beginning of year | $ |
$ 243
|
Outstanding-End of year | $ |
$ 0
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Life [Roll Forward] |
|
Outstanding-Beginning of year |
4 years 2 months 1 day
|
Outstanding-End of year |
3 years 3 months 4 days
|
Exercisable - End of year |
2 years 9 months 4 days
|
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v3.3.1.900
Incentive Plans (Details 1)
|
12 Months Ended |
Dec. 31, 2015
$ / shares
shares
|
Restricted Stock Units [Member] |
|
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] |
|
Non-vested-Beginning of year | shares |
27
|
Granted | shares |
38
|
Vested | shares |
(27)
|
Cancelled/Forfeited | shares |
(5)
|
Non-vested-End of year | shares |
33
|
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|
Non-vested-Beginning of year | $ / shares |
$ 11.93
|
Granted | $ / shares |
9.14
|
Vested | $ / shares |
11.93
|
Cancelled/Forfeited | $ / shares |
9.14
|
Non-vested-End of year | $ / shares |
$ 9.14
|
Restricted Stock Awards [Member] |
|
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] |
|
Non-vested-Beginning of year | shares |
201
|
Granted | shares |
104
|
Vested | shares |
(19)
|
Cancelled/Forfeited | shares |
(20)
|
Expired | shares |
(32)
|
Non-vested-End of year | shares |
234
|
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Market Value at Grant Date [Roll Forward] |
|
Non-vested-Beginning of year | $ / shares |
$ 11.43
|
Granted | $ / shares |
5.76
|
Vested | $ / shares |
11.59
|
Cancelled/Forfeited | $ / shares |
11.97
|
Expired | $ / shares |
12.45
|
Non-vested-End of year | $ / shares |
$ 9.57
|
X |
- DefinitionThe number of equity-based payment instruments, excluding stock (or unit) options, that were expired during the reporting period.
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v3.3.1.900
Incentive Plans (Details Narrative) - USD ($) $ in Thousands |
|
|
1 Months Ended |
9 Months Ended |
12 Months Ended |
Dec. 15, 2015 |
May. 05, 2015 |
Mar. 23, 2006 |
Sep. 30, 2015 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Excess tax benefits recorded financing cash flows |
|
|
|
|
|
$ 7
|
$ 49
|
Stock-based compensation cost |
|
|
|
|
$ 886
|
868
|
900
|
Restricted Stock Awards [Member] |
|
|
|
|
|
|
|
Number of shares granted |
|
|
|
|
104
|
|
|
Number of shares forfeited |
|
|
|
|
20
|
|
|
Restricted Stock Units [Member] |
|
|
|
|
|
|
|
Number of shares granted |
|
|
|
|
38
|
|
|
Number of shares forfeited |
|
|
|
|
5
|
|
|
2006 Stock Plan [Member] |
|
|
|
|
|
|
|
Number of shares granted under plan |
|
|
1,800,000
|
|
|
|
|
Maximum number of shares available to participant |
|
|
500,000
|
|
|
|
|
Excess tax benefits recorded financing cash flows |
|
|
|
|
$ 0
|
7
|
49
|
Stock-based compensation cost |
|
|
|
|
886
|
868
|
900
|
Income tax benefit recognized for stock-based compensation arrangements |
|
|
|
|
337
|
332
|
346
|
Unrecognized compensation cost related to non-vested |
|
|
|
|
$ 1,616
|
|
|
Unrecognized compensation cost related to non-vested,period |
|
|
|
|
35 months
|
|
|
Number of shares available for future grants |
|
|
|
|
448,796
|
|
|
2006 Stock Plan [Member] | Stock Option [Member] |
|
|
|
|
|
|
|
Total intrinsic value of options exercised |
|
|
|
|
$ 13
|
51
|
366
|
Total fair value of options vested |
|
|
|
|
$ 139
|
$ 168
|
$ 271
|
2006 Stock Plan [Member] | Stock Option [Member] | Employees [Member] |
|
|
|
|
|
|
|
Expiration period |
|
|
10 years
|
|
|
|
|
2006 Stock Plan [Member] | Stock Option [Member] | Employees [Member] | Minimum [Member] |
|
|
|
|
|
|
|
Vesting period |
|
|
3 years
|
|
|
|
|
2006 Stock Plan [Member] | Stock Option [Member] | Employees [Member] | Maximum [Member] |
|
|
|
|
|
|
|
Vesting period |
|
|
5 years
|
|
|
|
|
2006 Stock Plan [Member] | Stock Option [Member] | Directors [Member] |
|
|
|
|
|
|
|
Expiration period |
|
|
10 years
|
|
|
|
|
Vesting period |
|
|
1 year
|
|
|
|
|
2006 Stock Plan [Member] | Restricted Stock Awards [Member] | Minimum [Member] |
|
|
|
|
|
|
|
Number of shares granted |
28,090
|
|
|
|
|
|
|
Description of vesting rights |
These shares vest in one third increments on the
first, second and third anniversaries of the date of grant as long as the recipient is then employed by the Company.
|
|
|
|
|
|
|
2006 Stock Plan [Member] | Restricted Stock Awards [Member] | Maximum [Member] |
|
|
|
|
|
|
|
Number of shares granted |
64,500
|
|
|
|
|
|
|
Description of vesting rights |
These shares vest in one third increments, on the
third, fourth and fifth anniversaries of the date of grant as long as the recipient is then employed by the Company.
|
|
|
|
|
|
|
2006 Stock Plan [Member] | Restricted Stock Awards [Member] | New Members Of Management [Member] |
|
|
|
|
|
|
|
Number of shares granted |
|
11,000
|
|
|
|
|
|
Description of vesting rights |
|
These
shares vest in one third increments, on the third, fourth and fifth anniversaries of the date of grant as long as the recipient
is then employed by the Company. |
|
|
|
|
|
|
2006 Stock Plan [Member] | Restricted Stock Units [Member] | Minimum [Member] |
|
|
|
|
|
|
|
Vesting period |
|
|
|
|
1 year
|
|
|
2006 Stock Plan [Member] | Restricted Stock Units [Member] | Maximum [Member] |
|
|
|
|
|
|
|
Vesting period |
|
|
|
|
5 years
|
|
|
2006 Stock Plan [Member] | Restricted Stock Units [Member] | Non-Employee Director [Member] |
|
|
|
|
|
|
|
Number of shares granted |
|
38,290
|
|
|
|
|
|
Description of vesting rights |
|
Each
award of restricted stock units vests at the date of the 2016 Annual Meeting of Stockholders. |
|
|
|
|
|
|
Share price (in dollars per share) |
|
$ 50
|
|
|
|
|
|
Number of shares forfeited |
|
|
|
5,470
|
|
|
|
X |
- DefinitionThe maximum number of shares available to participant in any one calendar year.
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Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands |
|
|
3 Months Ended |
12 Months Ended |
Mar. 11, 2016 |
Feb. 16, 2016 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Dividend declared per share |
|
|
|
$ 0.42
|
$ 0.47
|
$ 0.42
|
Payment of dividends |
|
|
$ 8,293
|
$ 7,172
|
$ 8,293
|
$ 7,466
|
Subsequent Event [Member] |
|
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|
$ 0.06
|
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$ 984
|
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Select Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended |
12 Months Ended |
Dec. 31, 2015 |
Sep. 30, 2015 |
Jun. 30, 2015 |
Mar. 31, 2015 |
Dec. 31, 2014 |
Sep. 30, 2014 |
Jun. 30, 2014 |
Mar. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Quarterly Financial Information Disclosure [Abstract] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
$ 70,314
|
|
$ 78,260
|
$ 77,959
|
|
$ 81,600
|
$ 89,530
|
$ 96,721
|
$ 103,461
|
$ 100,299
|
$ 308,133
|
$ 390,011
|
$ 383,292
|
Gross profit |
15,120
|
|
16,131
|
16,935
|
|
17,724
|
20,718
|
21,077
|
22,439
|
21,704
|
65,910
|
85,938
|
84,659
|
Operating income (loss) |
743
|
[1] |
1,783
|
(234)
|
[2] |
3,726
|
6,207
|
5,980
|
6,888
|
6,348
|
6,018
|
25,423
|
17,105
|
Net income (loss) |
$ (199)
|
[1] |
$ 676
|
$ (619)
|
[2] |
$ 2,186
|
$ 3,668
|
$ 3,528
|
$ 4,031
|
$ 3,745
|
$ 2,044
|
$ 14,972
|
$ 7,902
|
Earnings (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic (in dollars per share) |
$ (0.01)
|
[1] |
$ 0.04
|
$ (0.04)
|
[2] |
$ 0.13
|
$ 0.21
|
$ 0.2
|
$ 0.23
|
$ 0.21
|
$ 0.12
|
$ 0.85
|
$ 0.44
|
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$ (0.01)
|
[1] |
$ 0.04
|
$ (0.04)
|
[2] |
$ 0.13
|
$ 0.21
|
$ 0.2
|
$ 0.23
|
$ 0.21
|
$ 0.12
|
$ 0.85
|
$ 0.44
|
Non-cash impairment charge |
$ 423
|
|
|
$ 2,994
|
|
|
|
|
|
|
$ 3,400
|
|
$ 7,600
|
|
|
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- DefinitionThe amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.
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