The accompanying Notes are an integral part
of these Consolidated Financial Statements.
The accompanying Notes are an integral part
of these Consolidated Financial Statements.
The accompanying Notes are an integral part
of these Consolidated Financial Statements.
Notes to Consolidated Financial Statements
(Unaudited)
(in thousands, except share data
)
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1.
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Basis of Presentation and Principles of Consolidation
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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 twenty-three locations in fourteen states throughout
the United States. The Company has no other business activity.
The consolidated financial statements as
of March 31, 2014 and for the three months ended March 31, 2014 and 2013 have been prepared following accounting principles generally
accepted in the United States (“GAAP”) for interim financial information and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion
of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation of
the results of these interim periods have been included. The results of operations for the interim periods are not necessarily
indicative of the results that may be expected for the full year. All significant inter-company balances and transactions have
been eliminated. The Company has evaluated subsequent events through the time these financial statements in this Form 10-Q were
filed with the Securities and Exchange Commission (the “SEC”).
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
inventory obsolescence reserve, the reserve for returns and allowances, vendor rebates and asset impairments. Actual results could
differ materially from the estimates and assumptions used for the preparation of the financial statements.
For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2013 filed with the SEC.
Basic earnings per share is calculated
by dividing the net income by the weighted average number of common shares outstanding. Diluted earnings per share include the
dilutive effects of stock options and unvested restricted stock awards and units.
The following reconciles the denominator
used in the calculation of diluted earnings per share:
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Three Months Ended
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March 31,
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2014
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2013
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Denominator:
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Weighted average common shares for basic earning per share
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17,850,911
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17,752,682
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Effect of dilutive securities
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93,099
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92,760
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Weighted average common shares for diluted earnings per share
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17,944,010
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17,845,442
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The weighted average common shares for
diluted earnings per share exclude stock options to purchase 448,410 and 596,410 shares for the three months ended March 31, 2014
and 2013, respectively. These options have been excluded from the calculation, as including them would have an anti-dilutive effect
on earnings per share for the respective periods.
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. At March 31, 2014, the Company’s goodwill balance was $17.5 million, representing 8.8% of total
assets.
On September 30, 2011, HWC Wire & Cable
Company, as borrower, entered into the Third Amended and Restated Loan and Security Agreement (“2011 Loan Agreement”),
with certain lenders and Bank of America, N.A., as agent, and the Company, as guarantor, executed a Second Amended and Restated
Guaranty of the borrower’s obligations thereunder. The 2011 Loan Agreement provides for 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, 2016. The 2011 Loan Agreement is secured by a lien on substantially all the property of the Company, other
than real estate. Availability under the 2011 Loan Agreement is limited to a borrowing base equal to 85% of the value of eligible
accounts receivable, plus 65% of the value of eligible inventory, 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 125 to 200 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. Unused commitment fees are 25 or 30 basis points, depending on the amount of the unused commitment.
The 2011 Loan Agreement includes, among
other things, covenants that require the Company to maintain a specified minimum fixed charge coverage ratio and availability levels.
Additionally, the 2011 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 2011 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, 2016.
Availability has remained above these thresholds. At March 31, 2014, the Company was in compliance with the financial covenants
governing its indebtedness.
The carrying amount of long term debt approximates
fair value as it bears interest at variable rates, which is a Level 2 measurement as defined in Accounting Standards Codification
(“ASC”) Topic 820, Fair Value Measurement.
During the first quarter of 2014 and 2013,
the Company approved quarterly cash dividends of $0.11 and $0.09 per share, respectively. Dividends paid were $1,959 and $1,596
during the three months ended March 31, 2014 and 2013, respectively.
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6.
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Stock Based Compensation
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On February 10, 2014, the Company granted
20,000 voting shares of restricted stock under the Company’s 2006 Stock Plan to management. These shares vest in one third
increments, on the third, fourth and fifth anniversaries of the date of grant. Any dividends declared will be accrued and paid
to the recipient if and when the related shares vest as long as the recipient is still employed by the Company. There were no stock
options, restricted stock awards or restricted stock units granted during the first quarter of 2013.
Total stock-based compensation cost was
$213 and $245 for the three months ended March 31, 2014 and 2013, respectively, and is included in salaries and commissions. Total
income tax benefit recognized for stock-based compensation arrangements was $82 and $90 for the three months ended March 31, 2014
and 2013, respectively.
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7.
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Commitments and Contingencies
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As part of an acquisition made 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 $97 at March 31, 2014 relates to the cost of the monitoring, which the Company estimates will
be incurred over approximately the next 3 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 Illinois, 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 May 6, 2014, the Board of Directors
approved a dividend on the shares of common stock of the Company in the amount of $0.12 per share, payable on May 30, 2014, to stockholders
of record at the close of business on May 19, 2014.
Following the Annual Meeting of
Stockholders on May 6, 2014, the Company awarded restricted stock units with a value of $50 to each non-employee director
who was elected, for an aggregate of 25,422 restricted stock units. Each award of restricted stock units vests at the date
of the 2015 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.