Attached files
file | filename |
---|---|
8-K/A - Houston Wire & Cable CO | v196033_8ka.htm |
EX-23.1 - Houston Wire & Cable CO | v196033_ex23-1.htm |
EX-99.3 - Houston Wire & Cable CO | v196033_ex99-3.htm |
EX-99.2 - Houston Wire & Cable CO | v196033_ex99-2.htm |
Exhibit
99.1
THE
HEAVY LIFT BUSINESS OF TELEFLEX INCORPORATED
Index
to Combined Financial Statements
Page
|
|
Report
of Independent Registered Public Accounting Firm
|
2
|
Combined
Statements of Income
|
3
|
Combined
Balance Sheets
|
4
|
Combined
Statements of Cash Flows
|
5
|
Combined
Statements of Changes in Invested Equity
|
6
|
Notes
to Combined Financial Statements
|
7
|
1
To the
General and Limited Partner of Southwest Wire Rope LP and the Members of
Southwest Wire Rope GP LLC:
In our
opinion, the accompanying combined balance sheets and the related combined
statements of income, of changes in invested equity, and of cash flows present
fairly, in all material respects, the financial position of the Heavy Lift
Business of Teleflex Incorporated (the “Company”), a wholly-owned business of
Teleflex Incorporated ("Teleflex") at December 31, 2009 and 2008, and
the results of its operations and its cash flows for each of the three years in
the period ended December 31, 2009 in conformity with accounting principles
generally accepted in the United States of America. 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 of these statements 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
As
described in Note 1, the statements referred to above have been prepared from
Teleflex’s historical accounting records and are presented on a carve-out basis
to include the historical financial position, results of operations and cash
flows applicable to the Company.
As
described in Note 13, on May 27, 2010 Teleflex entered into a definitive
agreement to sell the Company to Houston Wire & Cable
Company. The transaction closed on June 25, 2010.
/s/
PricewaterhouseCoopers LLP
Philadelphia,
Pennsylvania
July 30,
2010
2
THE
HEAVY LIFT BUSINESS OF TELEFLEX INCORPORATED
COMBINED
STATEMENTS OF INCOME
Year Ended December 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(Dollars
in thousands)
|
||||||||||||
Net
revenues
|
$ | 80,621 | $ | 102,749 | $ | 87,263 | ||||||
Cost
of sales
|
68,173 | 81,165 | 71,601 | |||||||||
Gross
profit
|
12,448 | 21,584 | 15,662 | |||||||||
Selling,
engineering and administrative expenses
|
9,293 | 10,130 | 9,352 | |||||||||
Income
from operations before interest and taxes
|
3,155 | 11,454 | 6,310 | |||||||||
Interest
income from related parties
|
(4,123 | ) | (3,865 | ) | (3,079 | ) | ||||||
Income
before taxes
|
7,278 | 15,319 | 9,389 | |||||||||
Taxes
on income
|
2,660 | 5,559 | 3,327 | |||||||||
Net
income
|
$ | 4,618 | $ | 9,760 | $ | 6,062 |
The
accompanying notes are an integral part of the combined financial
statements.
3
THE
HEAVY LIFT BUSINESS OF TELEFLEX INCORPORATED
COMBINED BALANCE
SHEETS
December 31,
|
||||||||
2009
|
2008
|
|||||||
(Dollars
in thousands)
|
||||||||
ASSETS
|
|
|||||||
Current
assets
|
|
|||||||
Accounts
receivable, net
|
$
|
28
|
$
|
124
|
||||
Due
from related parties
|
4,338
|
11,162
|
||||||
Inventories
|
|
9,051
|
16,090
|
|||||
Prepaid
expenses
|
|
39
|
301
|
|||||
Deferred
tax assets
|
|
832
|
1,134
|
|||||
Total
current assets
|
|
14,288
|
28,811
|
|||||
Property,
plant and equipment, net
|
5,466
|
5,863
|
||||||
Goodwill
|
|
7,597
|
7,597
|
|||||
Intangibles
and other assets
|
|
5,704
|
6,277
|
|||||
Total
assets
|
|
$
|
33,055
|
$
|
48,548
|
|||
LIABILITIES
AND INVESTED EQUITY
|
||||||||
Current
liabilities
|
||||||||
Accounts
payable
|
$
|
5,803
|
$
|
12,506
|
||||
Accrued
expenses
|
689
|
1,422
|
||||||
Payroll
and benefit-related liabilities
|
516
|
934
|
||||||
Income
taxes payable
|
2,263
|
5,574
|
||||||
Deferred
revenue
|
2
|
298
|
||||||
Total
current liabilities
|
9,273
|
20,734
|
||||||
Deferred
tax liabilities
|
1,347
|
1,251
|
||||||
Other
liabilities
|
1,083
|
1,410
|
||||||
Total
liabilities
|
11,703
|
23,395
|
||||||
Commitments
and contingent liabilities (See Note 11)
|
||||||||
Invested
equity
|
||||||||
Owners’
net investment
|
21,352
|
25,153
|
||||||
Total
invested equity
|
21,352
|
25,153
|
||||||
Total
liabilities and invested equity
|
$
|
33,055
|
$
|
48,548
|
The
accompanying notes are an integral part of the combined financial
statements.
4
THE
HEAVY LIFT BUSINESS OF TELEFLEX INCORPORATED
COMBINED STATEMENTS OF CASH
FLOWS
Year Ended
December 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
(Dollars
in thousands)
|
||||||||||||
Cash
Flows from Operating Activities:
|
||||||||||||
Net
income
|
$
|
4,618
|
$
|
9,760
|
$
|
6,062
|
||||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||||||
Depreciation
expense
|
469
|
458
|
432
|
|||||||||
Amortization
expense of intangible assets
|
539
|
540
|
360
|
|||||||||
Stock-based
compensation
|
106
|
97
|
56
|
|||||||||
Costs
allocated from parent
|
592
|
649
|
549
|
|||||||||
Other
|
(294
|
)
|
(419
|
)
|
427
|
|||||||
Changes
in operating assets and liabilities, net of effects of acquisitions and
disposals:
|
||||||||||||
Accounts
receivable and related parties
|
6,920
|
(1,679
|
)
|
(1,191
|
)
|
|||||||
Inventories
|
7,039
|
(5,729
|
)
|
4,109
|
||||||||
Prepaid
expenses and other current assets
|
262
|
(251
|
)
|
573
|
||||||||
Accounts
payable and accrued expenses
|
(7,062
|
)
|
1,467
|
3,038
|
||||||||
Income
taxes receivable and payable, net and deferred income
taxes
|
(2,913
|
)
|
2,153
|
3,163
|
||||||||
Net
cash provided by operating activities
|
10,276
|
7,046
|
17,578
|
|||||||||
Cash
Flows from Financing Activities:
|
||||||||||||
Transfers
(to) from parent
|
(9,117
|
)
|
(5,818
|
)
|
1,489
|
|||||||
Net
cash (used in) provided by financing activities
|
(9,117
|
)
|
(5,818
|
)
|
1,489
|
|||||||
Cash
Flows from Investing Activities:
|
||||||||||||
Expenditures
for property, plant and equipment
|
(72
|
)
|
(228
|
)
|
(378
|
)
|
||||||
Payments
for businesses and intangibles acquired, net of cash
acquired
|
(1,087
|
)
|
(1,000
|
)
|
(18,689
|
)
|
||||||
Net
cash used in investing activities
|
(1,159
|
)
|
(1,228
|
)
|
(19,067
|
)
|
||||||
Net
increase in cash and cash equivalents
|
—
|
—
|
—
|
|||||||||
Cash
and cash equivalents at the beginning of the year
|
—
|
—
|
—
|
|||||||||
Cash
and cash equivalents at the end of the year
|
$
|
—
|
$
|
—
|
$
|
—
|
The
accompanying notes are an integral part of the combined financial
statements.
5
THE
HEAVY LIFT BUSINESS OF TELEFLEX INCORPORATED
COMBINED STATEMENTS OF CHANGES IN
INVESTED EQUITY
Owners’ Net
Investment
|
Comprehensive
Income
|
Total
|
||||||||||
(Dollars in thousands)
|
||||||||||||
Balance
at December 31, 2006
|
$ | 12,309 | $ | 12,309 | ||||||||
Net
income
|
6,062 | $ | 6,062 | 6,062 | ||||||||
Stock-based
compensation
|
56 | 56 | ||||||||||
Costs
allocated from parent
|
549 | 549 | ||||||||||
Transfers
from parent
|
1,489 | 1,489 | ||||||||||
Comprehensive
income
|
$ | 6,062 | ||||||||||
Balance
at December 31, 2007
|
$ | 20,465 | $ | 20,465 | ||||||||
Net
income
|
9,760 | $ | 9,760 | 9,760 | ||||||||
Stock-based
compensation
|
97 | 97 | ||||||||||
Costs
allocated from parent
|
649 | 649 | ||||||||||
Transfers
to parent
|
(5,818 | ) | (5,818 | ) | ||||||||
Comprehensive
income
|
$ | 9,760 | ||||||||||
Balance
at December 31, 2008
|
$ | 25,153 | $ | 25,153 | ||||||||
Net
income
|
4,618 | $ | 4,618 | 4,618 | ||||||||
Stock-based
compensation
|
106 | 106 | ||||||||||
Costs
allocated from parent
|
592 | 592 | ||||||||||
Transfers
to parent
|
(9,117 | ) | (9,117 | ) | ||||||||
Comprehensive
income
|
$ | 4,618 | ||||||||||
Balance
at December 31, 2009
|
$ | 21,352 | $ | 21,352 |
The
accompanying notes are an integral part of the combined financial
statements.
6
THE
HEAVY LIFT BUSINESS OF TELEFLEX INCORPORATED
NOTES TO COMBINED FINANCIAL
STATEMENTS
Note
1—Basis of presentation
The Heavy
Lift business (“Heavy Lift” or the “Company”) fabricates and distributes wire
rope, wire rope slings, synthetic rope, synthetic web slings and related
products for industrial lifting applications. The combined financial statements
of the Company include the accounts of Southwest Wire Rope GP LLC, Southwest
Wire Rope LP and its 100% wholly-owned subsidiary Southern Wire LLC. These
entities comprise the Heavy Lift business, which is wholly owned by Teleflex
Incorporated (“Teleflex”). Material transactions and accounts between individual
entities of the Heavy Lift business have been eliminated in combination. Heavy
Lift sales to related parties outside of the Heavy Lift business are not
eliminated but are disclosed separately (see Note 12) as well as amounts due to
or from related parties. Intercompany balances with Teleflex have been reflected
as part of invested equity.
These
combined financial statements reflect the assets, liabilities, revenues and
expenses directly attributable to the Heavy Lift business which had been
included in the Commercial Segment of Teleflex’s historical financial
statements. The preparation of these combined financial statements includes the
use of "carve out" accounting procedures wherein certain assets, liabilities and
expenses related to or incurred on behalf of the Heavy Lift business have been
included and/or allocated as appropriate to reflect the combined financial
results of Heavy Lift, in accordance with accounting principles generally
accepted in the United States of America (“GAAP”).
Teleflex
provides a number of corporate and administrative functions to Heavy Lift which
resulted in charges of common costs and corporate overhead being recorded in the
Heavy Lift results of operations of approximately $2.1 million, $1.9 million and
$1.7 million for 2009, 2008 and 2007, respectively. These charges are reflected
in cost of sales and selling, engineering and administrative expenses.
Management believes the methods used to allocate such costs were made on a
reasonable basis. These allocations were based on a variety of factors which
included relative sales revenue, personnel head count and number of facilities.
Such charges and allocations included herein may not necessarily reflect the
results of operations of Heavy Lift in the future or what they would have been
had Heavy Lift been a separate, stand-alone entity during the periods
presented.
Note
2—Summary of significant accounting policies
Use of estimates: The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of net revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Additionally, as described above, management has made certain assumptions
regarding the allocation of certain common costs and corporate overhead incurred
on behalf of the Heavy Lift business.
Cash and cash equivalents:
All highly liquid investments with an original maturity of three months or less
are classified as cash equivalents. The carrying value of cash equivalents
approximates their current market value.
Accounts receivable: Accounts
receivable represents amounts due from customers related to the sale of
products. An allowance for doubtful accounts is maintained and represents the
Company’s estimate of probable losses on realization of the full receivable. The
allowance is provided at such time that management believes reasonable doubt
exists that such balances will be collected within a reasonable period of time.
The allowance is based on the Company’s historical experience, the length of
time an account is outstanding, the financial position of the customer and
information provided by credit rating services. The Company had no allowance for
doubtful accounts as of December 31, 2009 and December 31, 2008. Refer to Note
11 for further discussion of the Company’s participation in the Teleflex
accounts receivable securitization program.
Inventories: Inventories
are recorded at the lower of cost or market, net of inventories deemed excessive
or obsolete. The cost of the Company’s inventories is determined by the average
cost method. Elements of cost in inventory include raw materials, direct labor,
and manufacturing overhead. The Company estimates excess and obsolete
inventories based on historical usage and projected future
sales.
7
Property, plant and
equipment: Property, plant and equipment are stated at cost, net of
accumulated depreciation. Costs incurred to develop internal-use computer
software after the application development stage are generally capitalized.
Costs of enhancements to internal-use computer software are capitalized,
provided that these enhancements result in additional functionality. Other
additions and those improvements which increase the capacity or lengthen the
useful lives of the assets are also capitalized. With minor exceptions,
straight-line composite lives for depreciation of property, plant and equipment
are as follows: land improvements — 5 years; buildings — 30 years; machinery and
equipment — 3 to 10 years; computer equipment and software — 3 to 5 years.
Leasehold improvements are depreciated over the remaining lease periods. Repairs
and maintenance costs are expensed as incurred.
Goodwill and other intangible
assets: Goodwill is not amortized but is tested for impairment at least
annually, during the fourth quarter or more frequently if events or changes in
circumstances indicate the carrying value may not be recoverable. Impairment
losses, if any, are recorded as part of income from operations. The goodwill
impairment test is applied to each of the Company’s two reporting units. For
purposes of this assessment, a reporting unit is the operating segment, or a
business one level below that operating segment (the component level) if
discrete financial information is prepared and regularly reviewed by segment
management. The goodwill impairment test is applied using a two-step approach.
In performing the first step, the Company calculates fair values of the various
reporting units using equal weighting of two methods; one which estimates the
discounted cash flows (“DCF”) of each of the reporting units based on projected
earnings in the future (the Income Approach) and one which is based on sales of
similar assets in actual transactions (the Market Approach). If the reporting
unit carrying amount exceeds the fair value, the second step of the goodwill
impairment test is performed to measure the amount of the impairment loss, if
any. In the second step, the implied fair value of the goodwill is estimated as
the fair value of the reporting unit used in the first step less the fair values
of all net tangible and intangible assets of the reporting unit other than
goodwill. If the carrying amount of the goodwill exceeds its implied fair market
value, an impairment loss is recognized in an amount equal to that excess, not
to exceed the carrying amount of the goodwill. The Company last performed the
annual goodwill impairment test as of the first day of the fiscal fourth quarter
of 2009 where it was determined that the fair value of each reporting unit
exceeded its carrying value.
Intangible
assets consisting of trade names, customer lists and distribution rights are
being amortized over their estimated useful lives, which are as follows: trade
names, 15 years; customer lists, 12 years; distribution rights, 5
years. The weighted average amortization period is approximately
14 years. The Company periodically evaluates the reasonableness of the
useful lives of these assets.
Long-lived
assets: The ability to realize long-lived assets is evaluated
when events or circumstances indicate a possible inability to recover their
carrying amount. Such evaluation is based on various analyses, including
undiscounted cash flow and profitability projections that incorporate, as
applicable, the impact on the existing business. The analyses necessarily
involve significant management judgment. Any impairment loss, if indicated, is
measured as the amount by which the carrying amount of the asset exceeds the
estimated fair value of the asset.
Owners’ net investment: The
“Owners’ net investment” caption in the accompanying combined financial
statements represents Teleflex's cumulative net investment in the business of
Heavy Lift. Changes in the “Owners’ net investment” caption represent
the net income or loss of Heavy Lift and net cash and non-cash contributions
from or distributions to and other intercompany transactions with
Teleflex.
Share-based compensation: The
employees of the Company participate in the various stock compensation plans of
Teleflex and these combined financial statements include as compensation the
share-based compensation of these plans related to the Heavy Lift business.
Teleflex estimates the fair value of share-based awards on the date of grant
using an option pricing model. The value of the portion of the award that is
ultimately expected to vest is recognized as expense in these combined financial
statements over the requisite service periods. Share-based compensation expense
is measured using a Black-Scholes option pricing model that takes into account
highly subjective and complex assumptions. The expected life of options granted
is derived from the vesting period of the award, as well as historical exercise
behavior, and represents the period of time that options granted are expected to
be outstanding. Expected volatilities are based on a blend of historical
volatility and implied volatility derived from publicly traded options to
purchase Teleflex’s common stock, which Teleflex believes is more reflective of
the market conditions and a better indicator of expected volatility than solely
using historical volatility. The risk-free interest rate is the implied yield
currently available on U.S. Treasury zero-coupon issues with a remaining term
equal to the expected life of the option.
8
Share-based
compensation expense for 2009, 2008 and 2007 was $106 thousand, $97 thousand and
$56 thousand, respectively and is included in selling, engineering and
administrative expenses. The total income tax benefit recognized for share-based
compensation arrangements for 2009, 2008 and 2007 was $41 thousand,
$37 thousand and $21 thousand, respectively.
As of
December 31, 2009, unamortized share-based compensation cost related to
non-vested stock options, net of expected forfeitures, was $17 thousand,
which is expected to be recognized over a weighted-average period of
1.65 years. Unamortized share-based compensation cost related to non-vested
shares (restricted stock), net of expected forfeitures, was $150 thousand,
which is expected to be recognized over a weighted-average period of
1.83 years.
Share-based
compensation expense recognized during a period is based on the value of the
portion of stock-based awards that is ultimately expected to vest during the
period less estimated forfeitures. Share-based compensation expense recognized
in 2009, 2008 and 2007 included compensation expense for (1) share-based
awards granted prior to, but not yet vested as of December 25, 2005, based
on the fair value on the grant date estimated in accordance with the pro forma
provisions of ASC topic 718, “Compensation-Stock Compensation,” and
(2) share-based awards granted subsequent to December 25, 2005, based
on the fair value on the grant date estimated in accordance with the provisions
of Compensation-Stock Compensation. The topic requires forfeitures to be
estimated at the time of grant. Teleflex management reviews and revises the
estimate of forfeitures for all share-based awards on a quarterly basis based on
management’s expectation of the awards that will ultimately vest to minimize
fluctuations in share-based compensation expense.
Income taxes: The
provision for income taxes is determined as if the Company was a stand-alone
entity using the asset and liability approach of accounting for income taxes.
Under this approach, deferred taxes represent the future tax consequences
expected to occur when the reported amounts of assets and liabilities are
recovered or paid. The provision for income taxes represents income taxes paid
or payable for the current year plus the change in deferred taxes during the
year. Deferred taxes result from differences between the financial and tax bases
of the Company’s assets and liabilities and are adjusted for changes in tax
rates and tax laws when changes are enacted.
Significant
judgment is required in determining income tax provisions and in evaluating tax
positions. The Company establishes additional provisions for income taxes when,
despite the belief that tax positions are fully supportable, there remain
certain positions that do not meet the minimum probability threshold which is a
tax position that is more likely than not to be sustained upon examination by
the applicable taxing authority. In the normal course of business, the Company
is examined by various Federal and State tax authorities. The Company regularly
assesses the potential outcomes of these examinations and any future
examinations for the current or prior years in determining the adequacy of the
provision for income taxes. Interest accrued related to unrecognized
tax benefits and income tax related penalties are both included in taxes on
income. The Company periodically assesses the likelihood and amount of potential
adjustments and adjusts the income tax provision, the current tax liability and
deferred taxes in the period in which the facts that give rise to a revision
become known.
In
general, the taxable income or loss of each member of Heavy Lift was included in
the consolidated tax return of Teleflex. The Heavy Lift income taxes that are
currently payable or receivable are deemed to have been remitted to or received
from Teleflex, via an intercompany account.
Revenue
recognition: The Company recognizes revenues from product
sales, including sales to distributors, or services provided when the following
revenue recognition criteria are met: persuasive evidence of an arrangement
exists, delivery has occurred or services have been rendered, the selling price
is fixed or determinable and collectability is reasonably assured. This
generally occurs when products are shipped, when services are rendered or upon
customers’ acceptance.
Allowances
for discounts and rebates related to customer incentive programs, which include
discounts or rebates, are estimated and provided for in the period that the
related sales are recorded. These allowances are recorded as a reduction of
revenue.
9
Note
3—New accounting standards
The
Company will adopt the following new accounting standards as of January 1, 2011,
the first day of its 2011 fiscal year:
Amendment to Revenue
Recognition: In October 2009, the FASB established the criteria for
multiple-deliverable revenue arrangements by establishing new guidance on how to
separate deliverables and how to measure and allocate arrangement consideration
to one or more units of accounting. Additionally, this requires
vendors to expand their disclosures around multiple-deliverable revenue
arrangements and will be effective prospectively for revenue arrangements
entered into or materially modified in fiscal years beginning on or after June
15, 2010. The Company is currently evaluating the guidance to determine the
impact on the Company’s results of operations, cash flows, and financial
position.
Note
4 - Acquisitions
On April
26, 2007, the Company acquired substantially all of the assets of Southern Wire
Corporation (“Southern Wire”), a wholesale distributor of wire rope cables and
related hardware, for approximately $20.6 million.
The
acquisition of Southern Wire was accounted for under the purchase method of
accounting. As such, the cost to acquire Southern Wire was allocated to the
respective assets and liabilities acquired based on their preliminary estimated
fair values as of the closing date.
The
following table summarizes the purchase price allocation of the cost to acquire
Southern Wire based on the fair values as of April 26, 2007:
(Dollars in millions)
|
||||
Assets
|
||||
Current
assets
|
$ | 9.4 | ||
Property,
plant and equipment
|
0.4 | |||
Intangible
assets
|
7.1 | |||
Goodwill
|
7.6 | |||
Total
assets acquired
|
$ | 24.5 | ||
Less:
|
||||
Current
liabilities
|
$ | 5.8 | ||
Liabilities
assumed
|
$ | 5.8 | ||
Net
assets acquired
|
$ | 18.7 |
The
Company has finalized its allocation of the initial purchase price as of the
acquisition date.
Certain
assets acquired in the Southern Wire transaction qualify for recognition as
intangible assets apart from goodwill. The estimated fair value of intangible
assets acquired included trade names of $4.0 million, customer lists of $3.0
million and distribution rights of $0.1 million. Trade names have a useful life
of 15 years, customer lists have a useful life of 12 years and distribution
rights have a useful life of 5 years. Goodwill is not deductible for tax
purposes.
Note 5 —
Inventories
Inventories
at year end consisted of the following:
2009
|
2008
|
|||||||
(Dollars in thousands)
|
||||||||
Raw
materials
|
$
|
5,901
|
$
|
8,372
|
||||
Finished
goods
|
3,290
|
7,798
|
||||||
9,191
|
16,170
|
|||||||
Less:
Inventory reserves for excess or obsolete inventories
|
(140
|
)
|
(80
|
)
|
||||
Inventories
|
$
|
9,051
|
$
|
16,090
|
10
Note 6 —
Property, plant and equipment
The major
classes of property, plant and equipment, at cost, at year end are as
follows:
2009
|
2008
|
|||||||
(Dollars in thousands)
|
||||||||
Land,
buildings and leasehold improvements
|
$
|
5,839
|
$
|
5,839
|
||||
Machinery
and equipment
|
2,437
|
2,366
|
||||||
8,276
|
8,205
|
|||||||
Less:
Accumulated depreciation
|
(2,810
|
)
|
(2,342
|
)
|
||||
Property,
plant and equipment, net
|
$
|
5,466
|
$
|
5,863
|
Note 7 —
Goodwill and other intangible assets
Carrying
amount of goodwill for 2009 and 2008 is as follows:
2009
|
2008
|
|||||||
(Dollars in thousands)
|
||||||||
Goodwill
|
$
|
7,597
|
$
|
7,597
|
Intangible
assets at year end consisted of the following:
Gross Carrying Amount
|
Accumulated Amortization
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
(Dollars in thousands)
|
||||||||||||||||
Customer
lists
|
$ | 3,009 | $ | 3,009 | $ | 669 | $ | 419 | ||||||||
Distribution
rights
|
123 | 123 | 65 | 40 | ||||||||||||
Trade
names
|
3,967 | 3,967 | 705 | 441 | ||||||||||||
$ | 7,099 | $ | 7,099 | $ | 1,439 | $ | 900 |
Amortization
expense related to intangible assets was $0.5 million, $0.5 million, and $0.4
million for 2009, 2008 and 2007, respectively. Estimated annual amortization
expense for each of the five succeeding years is as follows:
(Dollars in thousands)
|
||||
2010
|
$ | 540 | ||
2011
|
540 | |||
2012
|
523 | |||
2013
|
515 | |||
2014
|
515 |
Note 8 —
Stock compensation plans
The
Company’s parent, Teleflex, has stock-based compensation plans that provide for
the granting of incentive and non-qualified options and restricted stock units
to officers and key employees. Outstanding options generally are exercisable
three to five years after the date of the grant and expire no more than ten
years after the grant. Outstanding restricted stock units generally vest in one
to three years.
11
Stock-based
compensation expense is measured using a Black-Scholes option pricing model that
takes into account highly subjective and complex assumptions. The expected life
of options granted is derived from the vesting period of the award, as well as
historical exercise behavior, and represents the period of time that options
granted are expected to be outstanding. Expected volatilities are based on a
blend of historical volatility and implied volatility derived from publicly
traded options to purchase the Teleflex common stock, which Teleflex believes is
more reflective of the market conditions and a better indicator of expected
volatility than solely using historical volatility. The risk-free interest rate
is the implied yield currently available on U.S. Treasury zero-coupon
issues with a remaining term equal to the expected life of the
option.
The fair
value for options granted in 2009, 2008 and 2007 was estimated at the date of
grant using a Black-Scholes option pricing model. The following weighted-average
assumptions were used:
2009
|
2008
|
2007
|
||||||||||
Risk-free
interest rate
|
1.73
|
% |
3.18
|
% |
4.67
|
% | ||||||
Expected
life of option
|
4.55
yrs.
|
4.54
yrs.
|
4.53
yrs.
|
|||||||||
Expected
dividend yield
|
3.25
|
% |
2.03
|
% |
1.74
|
% | ||||||
Expected
volatility
|
32.66
|
% |
26.32
|
% |
23.92
|
% |
The fair
value for non-vested shares granted in 2009, 2008 and 2007 was estimated at the
date of grant based on the market rate on the grant date discounted for the risk
free interest rate and the present value of expected dividends over the vesting
period. The following weighted-average assumptions were used:
2009
|
2008
|
2007
|
||||||||||
Risk-free
interest rate
|
1.21
|
% |
1.88
|
% |
4.53
|
% | ||||||
Expected
dividend yield
|
3.18
|
% |
2.27
|
% |
2.02
|
% |
The
following table summarizes the option activity as of December 31, 2009 and
changes during the year then ended:
Weighted
|
||||||||||||||||
Weighted
|
Average
|
|||||||||||||||
Shares
|
Average
|
Remaining
|
Aggregate
|
|||||||||||||
Subject to
|
Exercise
|
Contractual
|
Intrinsic
|
|||||||||||||
Options
|
Price
|
Life In Years
|
Value
|
|||||||||||||
(Dollars in thousands)
|
||||||||||||||||
Outstanding,
beginning of the year
|
7,334 | $ | 60.93 | |||||||||||||
Granted
|
1,500 | 46.12 | ||||||||||||||
Outstanding,
end of the year
|
8,834 | $ | 58.42 | 7.0 | $ | — | ||||||||||
Exercisable,
end of the year
|
5,834 | $ | 61.11 | 6.2 | $ | — |
The
weighted average grant-date fair value was $9.85, $12.03 and $15.51 for options
granted during 2009, 2008 and 2007, respectively. The total intrinsic value of
options exercised was $3.0 thousand and $137.4 thousand during 2008 and 2007,
respectively. No options were exercised during 2009.
The
Company recorded $20 thousand of expense related to the portion of these
shares that vested during 2009, which is included in selling, engineering and
administrative expenses.
12
The
following table summarizes the non-vested restricted stock activity as of
December 31, 2009 and changes during the year then ended:
Weighted
|
|||||||||||||
Weighted
|
Average
|
||||||||||||
Number of
|
Average
|
Remaining
|
Aggregate
|
||||||||||
Non-Vested
|
Grant Date
|
Contractual
|
Intrinsic
|
||||||||||
Shares
|
Price
|
Life In Years
|
Value
|
||||||||||
(Dollars in thousands)
|
|||||||||||||
Outstanding,
beginning of the year
|
3,065 | $ | 58.70 | ||||||||||
Granted
|
3,750 | 47.13 | |||||||||||
Vested
|
(313 | ) | 68.25 | ||||||||||
Outstanding,
end of the year
|
6,502 | $ | 51.57 |
1.7
|
$
|
350
|
The
weighted average grant-date fair value was $42.96, $52.52 and $65.63 for
non-vested restricted stock granted during 2009, 2008 and 2007,
respectively.
The
Company recorded $86 thousand of expense related to the portion of these
shares that vested during 2009, which is included in selling, engineering and
administrative expenses.
Note 9 —
Income taxes
The
following table summarizes the components of the provision for income
taxes:
2009
|
2008
|
2007
|
||||||||||
(Dollars in thousands)
|
||||||||||||
Current:
|
||||||||||||
Federal
|
$ | 2,129 | $ | 5,290 | $ | 3,271 | ||||||
State
|
134 | 284 | 136 | |||||||||
Deferred:
|
||||||||||||
Federal
|
369 | (14 | ) | (75 | ) | |||||||
State
|
28 | (1 | ) | (5 | ) | |||||||
$ | 2,660 | $ | 5,559 | $ | 3,327 |
Reconciliations
between the statutory federal income tax rate and the effective income tax rate
are as follows:
2009
|
2008
|
2007
|
||||||||||
Federal
statutory rate
|
35.00 | % | 35.00 | % | 35.00 | % | ||||||
Miscellaneous
permanent differences
|
0.01 | % | 0.07 | % | (0.45 | )% | ||||||
State
taxes net of federal benefit
|
1.54 | % | 1.22 | % | 0.89 | % | ||||||
36.55 | % | 36.29 | % | 35.44 | % |
13
Significant
components of the deferred tax assets and liabilities at year end were as
follows:
2009
|
2008
|
|||||||
(Dollars in thousands)
|
||||||||
Deferred
tax assets:
|
||||||||
Accrued
employee benefits
|
$ | — | $ | 76 | ||||
Inventories
|
192 | 260 | ||||||
Reserves
|
637 | 796 | ||||||
Other
|
3 | 2 | ||||||
Total
deferred tax assets
|
832 | 1,134 | ||||||
Deferred
tax liabilities:
|
||||||||
Fixed
assets
|
906 | 976 | ||||||
Intangibles
|
441 | 275 | ||||||
Total
deferred tax liabilities
|
1,347 | 1,251 | ||||||
Net
deferred tax liability
|
$ | (515 | ) | $ | (117 | ) |
Under the
tax laws of various jurisdictions in which the Company operates, deductions or
credits that cannot be fully utilized for tax purposes during the current year
may be carried forward, subject to statutory limitations, to reduce taxable
income or taxes payable in a future tax year. At December 31, 2009, the
Company had no such carryforwards.
Uncertain Tax Positions: On
January 1, 2007, the Company adopted the provisions under revised accounting
standards related to income taxes. As a result of that adoption, the Company was
not required to recognize any liability for Uncertain Tax Positions and as such
no liability is included in its financial statements.
The
taxable years that remain subject to examination by major tax jurisdictions are
as follows:
|
Beginning
|
Ending
|
|||
United
States
|
2003
|
2009
|
The
Company is routinely subject to income tax examinations by various taxing
authorities. As of December 31, 2009, the Company was under audit by the
Internal Revenue Service for the years 2006, 2007 and 2008. It is uncertain as
to when these examinations may be concluded and the ultimate outcome of the
examinations. As a result of the uncertain outcome of the ongoing
examinations, future examinations, or the expiration of statutes of limitation
for certain jurisdictions, it is reasonably possible that the related deferred
tax amounts for tax positions taken could materially change from those recorded
at December 31, 2009.
Note
10 — Postretirement benefits
Teleflex
maintains a defined contribution savings plan covering eligible U.S. employees,
including those of Heavy Lift. Teleflex partially matches employee
contributions. Costs allocated to Heavy Lift related to these plans were $258.3
thousand, $95.9 thousand and $82.9 thousand for 2009, 2008, and 2007,
respectively.
Note 11 —
Commitments and contingent liabilities
Operating
leases: The Company uses various leased facilities and
equipment in its operations. The terms for these leased assets vary depending on
the lease agreement.
14
Future
minimum lease payments as of December 31, 2009 (including residual value
guarantee amounts) under noncancelable operating leases are as
follows:
(Dollars in thousands)
|
||||
2010
|
$ | 578 | ||
2011
|
343 | |||
2012
|
147 | |||
2013
|
25 | |||
2014
|
3 |
Rental
expense under operating leases was $0.6 million, $0.5 million and $0.3
million in 2009, 2008 and 2007, respectively.
Accounts receivable securitization
program: The Company participates in the Teleflex accounts receivable
securitization program. Teleflex uses an accounts receivable securitization
program to gain access to enhanced credit markets and reduce financing costs. As
currently structured, the Company sells certain trade receivables on a
non-recourse basis to a Teleflex owned and consolidated special purpose entity
(SPE), which in turn sells an interest in those receivables to a commercial
paper conduit. The conduit issues notes secured by that interest to third party
investors. The assets of the special purpose entity are not available
to satisfy the obligations of the Company. In accordance with accounting
guidance, transfers of assets under the program qualify as sales of receivables
and accordingly, $8.7 million and $14.4 million of accounts receivable that were
sold to Teleflex’s SPE were removed from the Company’s combined balance sheets
as of December 31, 2009 and December 31, 2008, respectively.
Environmental: The
Company is subject to contingencies pursuant to environmental laws and
regulations that in the future may require the Company to take further action to
correct the effects on the environment of prior disposal practices or releases
of chemical or petroleum substances by the Company or other parties. Much of
this liability results from the U.S. Comprehensive Environmental Response,
Compensation and Liability Act (“CERCLA”), often referred to as Superfund, the
U.S. Resource Conservation and Recovery Act (“RCRA”) and similar state
laws. These laws require the Company to undertake certain investigative and
remedial activities at sites where the Company conducts or once conducted
operations or at sites where Company-generated waste was disposed.
Remediation
activities vary substantially in duration and cost from site to site. These
activities, and their associated costs, depend on the mix of unique site
characteristics, evolving remediation technologies, diverse regulatory agencies
and enforcement policies, as well as the presence or absence of potentially
responsible parties. At December 31, 2009 and December 31, 2008, the
Company’s combined balance sheets included an accrued liability of
$1.6 million and $1.4 million, respectively, relating to these matters.
Considerable uncertainty exists with respect to these costs and, under adverse
changes in circumstances, potential liability may exceed the amount accrued as
of December 31, 2009. The time-frame over which the accrued or presently
unrecognized amounts may be paid out, based on past history, is estimated to be
15-20 years.
Litigation: The
Company is a party to various lawsuits and claims arising in the normal course
of business. These lawsuits and claims include actions involving product
liability, intellectual property, employment and environmental
matters. Based on information currently available, advice of counsel,
established reserves and other resources, the Company does not believe that any
such actions are likely to be, individually or in the aggregate, material to its
business, financial condition, results of operations or liquidity. However, in
the event of unexpected further developments, it is possible that the ultimate
resolution of these matters, or other similar matters, if unfavorable, may be
materially adverse to the Company’s business, financial condition, results of
operations or liquidity. Legal costs such as outside counsel fees and
expenses are charged to expense in the period incurred.
Other: The Company
has various purchase commitments for materials, supplies and items of permanent
investment incident to the ordinary conduct of business. On average, such
commitments are not at prices in excess of current
market.
15
Note
12—Related party
Historically,
Heavy Lift has maintained trade relationships with a number of other Teleflex
affiliates. Revenues from these affiliates were $0.4 million, $0.6
million and $4.5 million during 2009, 2008, and 2007, respectively, and are
included in the revenues reflected in the combined statements of
income.
In
addition to trade arrangements, historically, Heavy Lift and Teleflex or its
affiliates have maintained intercompany funding arrangements and, as discussed
in Note 1, the combined financial statements reflect the allocation of certain
corporate costs from Teleflex. The net balance of these transactions is
reflected on the combined balance sheets in owners’ net investment.
Interest
income during 2009, 2008 and 2007 related to these arrangements included in the
combined statements of income was $4.1 million, $3.9 million and $3.1 million,
respectively.
Note
13—Subsequent event
On May 27, 2010, Teleflex entered into
a definitive agreement to sell the Heavy Lift business, excluding the property
located on Federal Road, to Houston Wire & Cable Company for $50 million.
The transaction closed by the end of the second quarter of
2010.
16