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-99.1 - Houston Wire & Cable CO | v196033_ex99-1.htm |
EX-99.3 - Houston Wire & Cable CO | v196033_ex99-3.htm |
Exhibit
99.2
THE
HEAVY LIFT BUSINESS OF TELEFLEX INCORPORATED
Index to Combined Financial Statements
Page
|
||
Combined
Statements of Income (Unaudited)
|
2
|
|
Combined
Balance Sheets (Unaudited)
|
3
|
|
Combined
Statements of Cash Flows (Unaudited)
|
4
|
|
Combined
Statements of Changes in Invested Equity (Unaudited)
|
5
|
|
Notes
to Combined Financial Statements (Unaudited)
|
6
|
1
THE
HEAVY LIFT BUSINESS OF TELEFLEX INCORPORATED
COMBINED STATEMENTS OF
INCOME
(Unaudited)
Three Months Ended
|
|||||||
March 28,
2010
|
March 29,
2009
|
|
|||||
(Dollars in thousands)
|
|||||||
Net
revenues
|
|
$
|
15,540
|
$
|
25,258
|
||
Cost
of sales
|
|
12,674
|
21,345
|
||||
Gross
profit
|
|
2,866
|
3,913
|
||||
Selling,
engineering and administrative expenses
|
|
2,117
|
2,404
|
||||
Income
from operations before interest and taxes
|
749
|
1,509
|
|||||
Interest
income from related parties
|
|
(1,160
|
)
|
(950
|
)
|
||
Income
before taxes
|
|
1,909
|
2,459
|
||||
Taxes
on income
|
719
|
925
|
|||||
Net
income
|
|
$
|
1,190
|
$
|
1,534
|
The
accompanying notes are an integral part of the combined financial
statements.
2
THE
HEAVY LIFT BUSINESS OF TELEFLEX INCORPORATED
COMBINED BALANCE
SHEETS
(Unaudited)
March 28,
2010
|
December 31,
2009
|
|
|||||
(Dollars in thousands)
|
|||||||
ASSETS
|
|||||||
Current
assets
|
|
||||||
Accounts
receivable, net
|
|
$
|
50
|
$
|
28
|
||
Due
from related parties
|
|
4,420
|
4,338
|
||||
Inventories
|
|
9,474
|
9,051
|
||||
Prepaid
expenses
|
46
|
39
|
|||||
Deferred
tax assets
|
|
832
|
832
|
||||
Total
current assets
|
|
14,822
|
14,288
|
||||
Property,
plant and equipment, net
|
5,345
|
5,466
|
|||||
Goodwill
|
7,597
|
7,597
|
|||||
Intangibles
and other assets
|
5,568
|
5,704
|
|||||
Total
assets
|
$
|
33,332
|
$
|
33,055
|
|||
LIABILITIES
AND INVESTED EQUITY
|
|||||||
Current
liabilities
|
|||||||
Accounts
payable
|
$
|
6,033
|
$
|
5,803
|
|||
Accrued
expenses
|
477
|
689
|
|||||
Payroll
and benefit-related liabilities
|
392
|
516
|
|||||
Income
taxes payable
|
719
|
2,263
|
|||||
Deferred
revenue
|
67
|
2
|
|||||
Total
current liabilities
|
7,688
|
9,273
|
|||||
Deferred
tax liabilities
|
1,347
|
1,347
|
|||||
Other
liabilities
|
1,055
|
1,083
|
|||||
Total
liabilities
|
10,090
|
11,703
|
|||||
Commitments
and contingent liabilities
|
|||||||
Invested
equity
|
|||||||
Owners’
net investment
|
23,242
|
21,352
|
|||||
Total
invested equity
|
23,242
|
21,352
|
|||||
Total
liabilities and invested equity
|
$
|
33,332
|
$
|
33,055
|
The
accompanying notes are an integral part of the combined financial
statements.
3
THE
HEAVY LIFT BUSINESS OF TELEFLEX INCORPORATED
COMBINED STATEMENTS OF CASH
FLOWS
(Unaudited)
|
Three Months Ended
|
|||||||
|
March 28,
2010
|
March 29,
2009
|
||||||
(Dollars in thousands)
|
||||||||
Cash
Flows from Operating Activities:
|
|
|||||||
Net
income
|
|
$
|
1,190
|
$
|
1,534
|
|||
Adjustments
to reconcile net income to net cash used in operating
activities:
|
|
|||||||
Depreciation
expense
|
|
121
|
112
|
|||||
Amortization
expense of intangible assets
|
135
|
135
|
||||||
Stock-based
compensation
|
32
|
29
|
||||||
Costs
allocated from parent
|
|
135
|
174
|
|||||
Other
|
(27
|
)
|
2
|
|||||
Changes
in operating assets and liabilities, net of effects of acquisitions and
disposals:
|
|
|||||||
Accounts
receivable and related parties
|
|
(104
|
)
|
1,374
|
||||
Inventories
|
|
(423
|
)
|
1,575
|
||||
Prepaid
expenses and other current assets
|
(7
|
)
|
80
|
|||||
Accounts
payable and accrued expenses
|
|
(57
|
)
|
(4,296
|
)
|
|||
Income
taxes receivable and payable, net and deferred income
taxes
|
|
(1,528
|
)
|
(4,649
|
)
|
|||
Net
cash used in operating activities
|
|
(533
|
)
|
(3,930
|
)
|
|||
Cash
Flows from Financing Activities:
|
|
|||||||
Transfers
from parent
|
|
533
|
3,939
|
|||||
Net
cash provided by financing activities
|
|
533
|
3,939
|
|||||
Cash
Flows from Investing Activities:
|
|
|||||||
Expenditures
for property, plant and equipment
|
|
—
|
(9
|
)
|
||||
Net
cash used in investing activities
|
|
—
|
(9
|
)
|
||||
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.
4
THE
HEAVY LIFT BUSINESS OF TELEFLEX INCORPORATED
COMBINED STATEMENTS OF CHANGES IN
INVESTED EQUITY
(Unaudited)
Owners’ Net
Investment
|
Comprehensive
Income
|
Total
|
||||||||||
(Dollars in thousands)
|
||||||||||||
Balance
at December 31, 2008
|
$ | 25,153 | $ | 25,153 | ||||||||
Net
income
|
1,534 | $ | 1,534 | 1,534 | ||||||||
Stock-based
compensation
|
29 | 29 | ||||||||||
Costs
allocated from parent
|
174 | 174 | ||||||||||
Transfers
from parent
|
3,939 | 3,939 | ||||||||||
Comprehensive
income
|
$ | 1,534 | ||||||||||
Balance
at March 29, 2009
|
$ | 30,829 | $ | 30,829 | ||||||||
Balance
at December 31, 2009
|
$ | 21,352 | $ | 21,352 | ||||||||
Net
income
|
1,190 | $ | 1,190 | 1,190 | ||||||||
Stock-based
compensation
|
32 | 32 | ||||||||||
Costs
allocated from parent
|
135 | 135 | ||||||||||
Transfers
from parent
|
533 | 533 | ||||||||||
Comprehensive
income
|
$ | 1,190 | ||||||||||
Balance
at March 28, 2010
|
$ | 23,242 | $ | 23,242 |
The
accompanying notes are an integral part of the combined financial
statements.
5
THE
HEAVY LIFT BUSINESS OF TELEFLEX INCORPORATED
NOTES TO COMBINED FINANCIAL
STATEMENTS
(Unaudited)
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 was wholly owned by Teleflex
Incorporated (“Teleflex”) through June 25, 2010. 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 6)
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 include 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”).
The
accompanying unaudited combined financial statements of Heavy Lift were prepared
on the same basis as the annual combined financial statements. In accordance
with applicable accounting standards, the accompanying combined financial
statements do not include all of the information and footnote disclosures that
are required to be included in the annual combined financial statements. The
year-end combined balance sheet data was derived from audited financial
statements, but does not include all disclosures required by GAAP for complete
financial statements. Accordingly, the quarterly combined financial statements
should be read in conjunction with the combined financial statements for the
year ended December 31, 2009.
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 $0.6 million for each of the
three month periods ended March 28, 2010 and March 29, 2009. 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 — 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.
6
Note
3 — Inventories
Inventories
consisted of the following:
March 28,
2010
|
December 31,
2009
|
|||||||
(Dollars in thousands)
|
||||||||
Raw
materials
|
|
$
|
6,118
|
$
|
5,901
|
|||
Finished
goods
|
|
3,605
|
3,290
|
|||||
9,723
|
9,191
|
|||||||
Less:
Inventory reserve
|
(249
|
)
|
(140
|
)
|
||||
Inventories
|
|
$
|
9,474
|
$
|
9,051
|
Note
4—Goodwill and other intangible assets
Carrying
amount of goodwill as of March 28, 2010 and December 31, 2010 is as
follows:
(Dollars in thousands)
|
||||
Goodwill
|
$ | 7,597 |
Intangible
assets consisted of the following:
Gross
Carrying Amount
|
Accumulated
Amortization
|
|||||||||||||||
March 28,
2010
|
December 31,
2009
|
March
28,
2010
|
December
31,
2009
|
|||||||||||||
(Dollars in thousands)
|
||||||||||||||||
Customer
lists
|
$ | 3,009 | $ | 3,009 | $ | 731 | $ | 669 | ||||||||
Distribution
rights
|
123 | 123 | 72 | 65 | ||||||||||||
Trade
names
|
3,967 | 3,967 | 771 | 705 | ||||||||||||
$ | 7,099 | $ | 7,099 | $ | 1,574 | $ | 1,439 |
Amortization
expense related to intangible assets was approximately $0.1 million for each of
the three month periods ended March 28, 2010 and March 29, 2009. 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 |
7
Note
5 — 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.
Environmental: The
Company is subject to contingencies as a result of 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 other
potentially responsible parties. At March 28, 2010, the Company’s combined
balance sheet included an accrued liability of approximately $1.4 million
relating to these matters. Considerable uncertainty exists with respect to these
costs and, if adverse changes in circumstances occur, potential liability may
exceed the amount accrued as of March 28, 2010. The time frame over which the
accrued 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.
Note
6 — Related party
Historically,
Heavy Lift has maintained trade relationships with a number of other Teleflex
affiliates. Revenues from these affiliates were $0.1 million for each
of the three month periods ended March 28, 2010 and March 29, 2009 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 for the three months ended March 28, 2010 and March 29, 2009 related to
these arrangements included in the combined statements of income was $1.2
million and $1.0 million, respectively.
Note
7 —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.
8