UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 20192020

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

(LOGO)

(Exact  (Exact name of registrant as specified in its charter)

Delaware36-4151663
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
10201 North Loop East
Houston, Texas77029
(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 Securities Exchange Act of 1934:

Title of each classTrading symbolName of each exchange on which registered
Common stock, par value $0.001 per shareHWCCThe Nasdaq Stock Market

 

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   YESYes ☒        NONo ☐

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).  YESYes ☒       NONo ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act

Large Accelerated Filer    ☐Accelerated Filer    ☒Non-Accelerated Filer    ☐Smaller Reporting Company     ☒
Emerging Growth Company     ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    YESYes ☐ NONo ☒

At August 1, 20192020 there were 16,645,18216,555,248 outstanding shares of the registrant’s common stock, $0.001 par value per share.

 

 

 

HOUSTON WIRE & CABLE COMPANY

Form 10-Q

For the Quarter Ended June 30, 20192020

INDEX

PART I. FINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited)
Consolidated Balance Sheets2
Consolidated Statements of Operations3
Consolidated Statements of Stockholders’ Equity4
Consolidated Statements of Cash Flows5
Notes to Consolidated Financial Statements6
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview11 10
Overview11 10
Cautionary Statement for Purposes of the “Safe Harbor”11
Results of Operations12
Impact of Inflation and Commodity Prices14
Liquidity and Capital Resources15
Contractual Obligations15 16
Item 3.Quantitative and Qualitative Disclosures about Market Risk16
Item 4.Controls and Procedures16
PART II. OTHER INFORMATION 16
Item 1.Legal Proceedings16
Item 1A.Risk Factors16
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds16  17
Item 3.Defaults Upon Senior Securities16  17
Item 4.Mine Safety Disclosures16  17
Item 5.Other Information16  17
Item 6.Exhibits17  18
Signature Page18  19

 

1 


 

HOUSTON WIRE & CABLE COMPANY

Consolidated Balance Sheets

(In thousands, except share data)

 June 30, December 31,  June 30, December 31, 
 2019 2018  2020  2019 
  (unaudited)       (unaudited)     
Assets                
Current assets:                
Cash $—  $1,393  $5,696  $4,096 
Accounts receivable, net:                
Trade  55,877   52,946   43,593   50,325 
Other  3,313   6,847   2,921   6,640 
Inventories, net  106,273   94,325   106,018   114,069 
Income taxes  577   435   1,314   1,353 
Prepaids  2,108   737 
Other current assets  490   — 
Prepaids and other current assets  2,885   1,833 
Total current assets  168,638   156,683   162,427   178,316 
                
Property and equipment, net  12,033   11,456   15,774   14,589 
Intangible assets, net  10,790   11,179   9,521   10,282 
Goodwill  22,353   22,353   22,353   22,353 
Deferred income taxes  900   600 
Operating lease right-of-use assets, net  11,176   —   12,244   13,481 
Deferred income taxes  571   930 
Other assets  490   456   380   527 
Total assets $226,051  $203,057  $223,599  $240,148 
                
Liabilities and stockholders’ equity                
Current liabilities:                
Book overdraft $330  $— 
Trade accounts payable  13,359   11,253  $10,212  $13,858 
Accrued and other current liabilities  21,612   19,232   14,932   23,261 
Operating lease liabilities  2,961   —   2,803   2,742 
Total current liabilities  38,262   30,485   27,947   39,861 
                
Debt  73,107   71,316 
Revolver Debt  74,540   83,500 
Paycheck Protection Program Loan  6,185   — 
Operating lease long term liabilities  8,628   —   9,946   11,182 
Other long term liabilities  706   578   2,227   1,977 
Total liabilities  120,703   102,379   120,845   136,520 
                
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: 16,645,182 and 16,611,651 outstanding at June 30, 2019 and December 31, 2018, respectively  21   21 
Preferred stock, $0.001 par value; 5,000,000 shares authorized, NaN issued and outstanding  —   — 
Common stock, $0.001 par value; 100,000,000 shares authorized: 20,988,952 shares issued: 16,591,818 and 16,556,950 outstanding at June 30, 2020 and December 31, 2019, respectively  21   21 
Additional paid-in-capital  53,620   53,514   52,484   52,304 
Retained earnings  110,003   105,975   107,008   108,626 
Treasury stock  (58,296)  (58,832)
Treasury stock, at cost  (56,759)  (57,323)
Total stockholders’ equity  105,348   100,678   102,754   103,628 
Total liabilities and stockholders’ equity $226,051  $203,057  $223,599  $240,148 

 

The accompanying Notes are an integral part of these Consolidated Financial Statements.

 


HOUSTON WIRE & CABLE COMPANY

Consolidated Statements of Operations

(Unaudited) 

(Unaudited)

(In thousands, except share and per share data)

 

  Three Months Ended  Six Months Ended 
  June 30,  June 30, 
  2019  2018  2019  2018 
             
Sales $85,326  $93,852  $170,596  $178,878 
Cost of sales  64,789   71,505   128,800   136,042 
Gross profit  20,537   22,347   41,796   42,836 
                 
Operating expenses:                
Salaries and commissions  9,244   9,906   18,424   19,100 
Other operating expenses  7,729   7,508   15,392   14,988 
Depreciation and amortization  534   541   1,087   1,086 
Total operating expenses  17,507   17,955   34,903   35,174 
                 
Operating income  3,030   4,392   6,893   7,662 
Interest expense  738   773   1,479   1,417 
Income before income taxes  2,292   3,619   5,414   6,245 
Income tax expense  649   1,013   1,487   1,692 
Net income $1,643  $2,606  $3,927  $4,553 
                 
Earnings per share:                
Basic $0.10  $0.16  $0.24  $0.28 
Diluted $0.10  $0.16  $0.24  $0.28 
Weighted average common shares outstanding:                
Basic  16,504,471   16,387,112   16,491,236   16,368,610 
Diluted  16,597,496   16,489,671   16,571,113   16,459,736 

                 
  Three Months Ended  Six Months Ended 
  June 30,  June 30, 
  2020  2019  2020  2019 
             
Sales $66,777  $85,326  $150,310  $170,596 
Cost of sales  52,541   64,789   116,482   128,800 
Gross profit  14,236   20,537   33,828   41,796 
                 
Operating expenses:                
Salaries and commissions  8,407   9,244   17,881   18,424 
Other operating expenses  7,029   7,729   14,594   15,392 
Depreciation and amortization  815   534   1,582   1,087 
Impairment charge  173   —   373   — 
Total operating expenses  16,424   17,507   34,430   34,903 
                 
Operating income (loss)  (2,188)  3,030   (602)  6,893 
Interest expense  474   738   1,287   1,479 
Income (loss) before income taxes  (2,662)  2,292   (1,889)  5,414 
Income tax (benefit) expense  (499)  649   (271)  1,487 
Net income (loss) $(2,163) $1,643  $(1,618) $3,927 
                 
Earnings (loss) per share:                
Basic $(0.13) $0.10  $(0.10) $0.24 
Diluted $(0.13) $0.10  $(0.10) $0.24 
Weighted average common shares outstanding:                
Basic  16,442,493   16,504,471   16,414,976   16,491,236 
Diluted  16,442,493   16,597,496   16,414,976   16,571,113 

The accompanying Notes are an integral part of these Consolidated Financial Statements.


HOUSTON WIRE & CABLE COMPANY

Consolidated Statements of Stockholders’ Equity

(Unaudited)

(Unaudited)

                         
     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, 2019  20,988,952  $21  $52,304  $108,626   (4,432,002) $(57,323) $103,628 
                             
Net income  —   —   —   545   —   —   545 
Amortization of unearned stock compensation  —   —   328   —   —   —   328 
Impact of released vested restricted stock units  —   —   (356)  —   27,510   356   — 
Balance at March 31, 2020  20,988,952  $21  $52,276  $109,171   (4,404,492) $(56,967) $104,501 
                             
Net loss  —   —   —   (2,163)  —   —   (2,163)
Repurchase of treasury shares  —   —   —   —   (10,668)  (24)  (24)
Amortization of unearned stock compensation  —   —   440   —   —   —   440 
Impact of released vested restricted stock units  —   —   (232)  —   18,026   232   — 
Balance at June 30, 2020  20,988,952  $21  $52,484  $107,008   (4,397,134) $(56,759) $102,754 

 

     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, 2018  20,988,952  $21  $53,514  $105,975   (4,377,301) $(58,832) $100,678 
                             
Net income  —   —   —   2,284   —   —   2,284 
Repurchase of treasury shares  —   —   —   —   (1,506)  (8)  (8)
Amortization of unearned stock compensation  —   —   342   —   —   —   342 
Settlement of director’s deferred compensation  —   —   —   —   2,251   16   16 
Cumulative effect of accounting change (Note 7)  —   —   —   101   —   —   101 
Balance at March 31, 2019  20,988,952  $21  $53,856  $108,360   (4,376,556) $(58,824) $103,413 
                             
Net income  —   —   —   1,643   —   —   1,643 
Repurchase of treasury shares  —   —   —   —   (11,951)  (73)  (73)
Amortization of unearned stock compensation  —   —   365   —   —   —   365 
Impact of released vested restricted stock units  —   —   (601)  —   44,737   601   — 
Balance at June 30, 2019  20,988,952  $21  $53,620  $110,003   (4,343,770) $(58,296) $105,348 
                             

   Additional     Total              
 Common Stock Paid-In Retained Treasury Stock Stockholders’    Additional     Total 
 Shares Amount Capital Earnings Shares Amount Equity  Common Stock Paid-In Retained Treasury Stock Stockholders’ 
 (In thousands, except share data)  Shares Amount Capital Earnings Shares Amount Equity 
    (In thousands, except share data) 
Balance at December 31, 2017  20,988,952  $21  $54,006  $97,336   (4,497,771) $(60,619) $90,744 
   
Balance at December 31, 2018  20,988,952  $21  $53,514  $105,975   (4,377,301) $(58,832) $100,678 
                                                        
Net income  —   —   —   1,947   —   —   1,947   —   —   —   2,284   —   —   2,284 
Repurchase of treasury shares  —   —   —   —   (8,798)  (63)  (63   —   —   —   —   (1,506)  (8)  (8)
Amortization of unearned stock compensation  —   —   158   —   —   —   158   —   —   342   —   —   —   342 
Balance at March 31, 2018  20,988,952  $21  $54,164  $99,283   (4,506,569) $(60,682) $92,786 
Settlement of director’s deferred compensation  —   —   —   —   2,251   16   16 
Cumulative effect of accounting change  —   —   —   101   —   —   101 
Balance at March 31, 2019  20,988,952  $21  $53,856  $108,360   (4,376,556) $(58,824) $103,413 
                                                        
Net income  —   —   —   2,606   —   —   2,606   —   —   —   1,643   —   —   1,643 
Repurchase of treasury shares  —   —   —   —   (10,273)  (75)  (75)  —   —   —   —   (11,951)  (73)  (73)
Amortization of unearned stock compensation  —   —   304   —   —   —   304   —   —   365   —   —   —   365 
Amortization of reclassed liability awards  —   —   411   —   —   —   411 
Impact of released vested restricted stock units  —   —   (353)  —   26,185   353   —   —   —   (601)  —   44,737   601   — 
Issuance of restricted stock award  —   —   (379)  —   28,144   379   — 
Balance at June 30, 2018  20,988,952  $21  $54,147  $101,889   (4,462,513) $(60,025) $96,032 
Balance at June 30, 2019  20,988,952  $21  $53,620  $110,003   (4,343,770) $(58,296) $105,348 

 

The accompanying notes are an integral part of these consolidated financial statements.


HOUSTON WIRE & CABLE COMPANY

Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

 

      
 

Six Months

Ended June 30,

  

Six Months

 Ended June 30, 

 
 2019 2018  2020  2019 
          
Operating activities                
Net income $3,927  $4,553 
Adjustments to reconcile net income to net cash used in operating activities:        
Net income (loss) $(1,618) $3,927 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:        
Impairment charge  373   — 
Depreciation and amortization  1,087   1,086   1,582   1,087 
Amortization of unearned stock compensation  707   703   768   707 
Non-cash lease expense  1,968   —   1,793   1,968 
Provision for refund liability  471   108   77   471 
Provision for inventory obsolescence  459   191   1,273   459 
Deferred income taxes  460   (82)  (300)  460 
Other non-cash items  83   21   68   83 
Changes in operating assets and liabilities:                
Accounts receivable  75   (5,403)  10,374   75 
Inventories  (12,407)  105   6,778   (12,407)
Prepaids  (1,371)  196   (952)  (1,371)
Other assets  (550)  (12)  18   (550)
Lease payments  (1,963)  —   (1,800)  (1,963)
Book overdraft  330   (1,716)  —   330 
Trade accounts payable  2,106   (439)  (3,646)  2,106 
Accrued and other current liabilities  2,235   (4,483)  (8,702)  2,235 
Income taxes  (142)  (399)  39   (142)
Other operating activities  359   (104)  250   359 
Net cash used in operating activities  (2,166)  (5,675)
Net cash provided by (used in) operating activities  6,375   (2,166)
                
Investing activities                
Expenditures for property and equipment  (875)  (741)  (1,626)  (875)
Net cash used in investing activities  (875)  (741)  (1,626)  (875)
                
Financing activities                
Borrowings on revolver  175,417   179,994   162,681   175,417 
Payments on revolver  (173,626)  (173,401)  (171,641)  (173,626)
Proceeds from Paycheck Protection Program loan  6,185   — 
Payment of dividends  (30)  (39)  (1)  (30)
Purchase of treasury stock/stock surrendered on vested awards  (65)  (138)  (24)  (65)
Lease payments  (48)  —   (349)  (48)
Net cash provided by financing activities  1,648   6,416 
Net cash (used in) provided by financing activities  (3,149)  1,648 
                
Net change in cash  (1,393)  —   1,600   (1,393)
Cash at beginning of period  1,393   —   4,096   1,393 
                
Cash at end of period $—  $—  $5,696  $— 
Supplemental disclosures of non-cash activities        
Purchase of assets under finance leases $752  $407 

 

The accompanying Notesnotes are an integral part of these Consolidated Financial Statements.

consolidated financial statements.

5 


 

HOUSTON WIRE & CABLE COMPANY

Notes to Consolidated Financial Statements

(Unaudited)

 

1.Basis of Presentation and Principles of Consolidation

1.     Basis of Presentation and Principles of Consolidation

 

Houston Wire & Cable Company (the “Company”), through its wholly owned subsidiaries, provides industrial products including electrical wire and cable, steel wire rope and hardware, and fasteners to the U.S. market through twenty-oneNaN locations in fourteen14 states throughout the United States. The Company has no other business activity.

 

The consolidated financial statements as of June 30, 20192020 and for the three and six months ended June 30, 20192020 and 20182019 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 intercompany 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 refund liability, the inventory obsolescence reserve, vendor rebates, the realization of deferred tax assets and the valuation of goodwill and indefinite-lived assets. 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, 20182019 filed with the SEC.

 

Risks and Uncertainties

The Company is currently subject to additional risks and uncertainties due to the COVID-19 pandemic. The pandemic, and governmental and other actions taken in response to it, have had an adverse effect on the demand for the Company’s products and on its results of operations, and the virus continues to spread. Capital markets and economies worldwide have been negatively impacted by the COVID-19 pandemic, and it is possible that the impact could cause an extended local and/or global economic recession. Such economic disruption could have a material adverse effect on our business as companies in many industries curtail and reduce capital and overall spending. Policymakers around the globe have responded with fiscal policy actions to support specific industries and their economies as a whole. However, the overall effectiveness of these actions remains uncertain.

The severity of the impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company’s customers, all of which are uncertain and cannot be predicted. The Company’s future results of operations and liquidity could be materially adversely affected by delays in payments of outstanding receivables, supply chain disruptions, uncertain or reduced demand, and the impact of any initiatives or programs that the Company may undertake to address financial and operational challenges faced by its customers. As of the date of issuance of these financial statements, the extent to which the COVID-19 pandemic may materially adversely affect the Company’s financial condition, liquidity, or results of operations is uncertain.

Recently Adopted Accounting Standards

 

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 ASUs that were recently adopted by the Company.

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” Under the new guidance as amended, a lessee is required to recognize a right-of-use asset and a lease liability for leases greater than 1 year, both finance and operating leases. This update was effective for public companies for fiscal years beginning after December 15, 2018. Under the transition rules, an entity initially applies the new leases standard at the adoption date, and recognizes a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption and the comparative periods presented in the financial statements continue to be in accordance with previously-existing GAAP. The Company adopted this ASU effective January 1, 2019. See Note 7 for detailed information.

In June 2018, the FASB issued ASU No. 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” which simplifies the accounting for share-based payment arrangements with nonemployees for goods and services. Under the ASU, the guidance on such payments to nonemployees is aligned with the accounting for share-based payments granted to employees, including the measurement of equity-classified awards, which is fixed at the grant date under the new guidance. The ASU superseded Subtopic 505-50, “Equity - Equity-Based Payments to Non-Employees,” and was effective for public entities for interim and annual reporting periods beginning after December 15, 2018. The Company adopted this ASU in the first quarter of 2019, and the adoption did not have a material impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.” The amendments in this update eliminate, add and modify certain disclosure requirements for fair value measurements as part of the FASB’s disclosure framework project. The guidance is effective for public companies beginningCompany adopted this ASU in the first quarter of 2020. The Company is currently assessing2020, and the adoption did not have a material impact of this ASU on itsthe Company’s consolidated financial statements.

 

In August 2018, the FASB issued ASU 2018-14, “Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans.” The amendments in this update eliminate, add and modify certain disclosure requirements for defined benefit pension plans. The guidance is effective for public companies beginning in the first quarter of 2020. The Company is currently assessing the impact of this ASU on its consolidated financial statements.


In August 2018, the FASB issued ASU 2018-15, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40); Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” The amendments in this update require implementation costs incurred by customers in cloud computing arrangements (i.e., hosting arrangements) to be capitalized under the same premises of authoritative guidance for internal-use software, and deferred over the non-cancellable term of the cloud computing arrangement plus any option renewal periods that are reasonably certain to be exercised by the customer or for which the exercise is controlled by the service provider. The guidance is effective for public companies beginningCompany adopted this ASU in the first quarter of 2020. The Company is currently assessing2020, and the adoption did not have a material impact of this ASU on itsthe Company’s consolidated financial statements.



Recent Accounting Pronouncements

 

In June 2016,November 2019, the FASB issued ASU 2019-11, “Codification Improvements to Topic 326, Financial Instruments - Credit Losses.” This ASU, among other narrow-scope improvements, clarifies guidance around how to report expected recoveries. This ASU permits organizations to record expected recoveries on assets purchased with credit deterioration. In addition to other narrow technical improvements, the ASU also reinforces existing guidance that prohibits organizations from recording negative allowances for available-for-sale debt securities. The effective date and transition methodology are the same as in ASU 2016-13, “FinancialFinancial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The amendments in this update amendFASB deferred the guidanceeffective dates of the impairment of financial instruments and add an impairment model, known as the current expected credit loss (CECL) model. The CECL model is designedthese ASUs for smaller reporting companies (“SRC”) to capture expected credit losses through the establishment of an allowance account, which will be presented as an offset to the amortized cost basis of the related financial asset. The guidance is effective for interim and annual periodsfiscal years beginning after December 15, 2019.2022. As of June 30, 2020, the Company qualifies as a SRC and expects to adopt these ASUs in the first quarter of 2023.

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This ASU removes specific exceptions to the general principles in Topic 740 in GAAP. It eliminates the need for an organization to analyze whether certain exceptions apply in a given period. This ASU also improves financial statement preparers’ application of income tax-related guidance and simplifies GAAP for: a) Franchise taxes that are partially based on income; b) Transactions with a government that result in a step up in the tax basis of goodwill; c) Separate financial statements of legal entities that are not subject to tax; and d) Enacted changes in tax laws in interim periods. For public business entities, ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently assessing the impact of this ASU on its consolidated financial statements.

 

2.Earnings per Share

2.     Earnings per Share

 

Basic earnings per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted earnings per share include the dilutive effects of options and unvested restricted stock awards and units.

 

The following reconciles the denominator used in the calculation of diluted earnings (loss) per share:share: 

           
 Three Months Ended Six Months Ended  Three Months Ended Six Months Ended 
 June 30, June 30,  June 30, June 30, 
 2019 2018 2019 2018  2020 2019 2020 2019 
Denominator:                  
Weighted average common shares for basic earnings per share  16,504,471   16,387,112   16,491,236   16,368,610 
Weighted average common shares outstanding for basic earnings per share  16,442,493   16,504,471   16,414,976   16,491,236 
Effect of dilutive securities  93,025   102,559   79,877   91,126   —   93,025   —   79,877 
Weighted average common shares for diluted earnings per share  16,597,496   16,489,671   16,571,113   16,459,736 
Weighted average common shares outstanding for diluted earnings per share  16,442,493   16,597,496   16,414,976   16,571,113 

 

Stock awards to purchase 275,494940,682 and 300,117275,494 shares of common stock for the three months ended June 30, 20192020 and 2018,2019, respectively, and 286,141961,526 and 286,121286,141 shares for the six months ended June 30, 20192020 and 2018,2019, respectively, were not included in the diluted net income (loss) per share calculation as their inclusion would have been anti-dilutive.

 

3.Debt

3.Debt

 

On March 12, 2019 and December 10, 2019, the Company, as guarantor, HWC Wire & Cable Company and Vertex, as borrowers, and Bank of America, N.A., as agent and lender, entered into a Second Amendmentand Third Amendments, respectively, to the Fourth Amended and Restated Loan and Security Agreement (such agreement, as so amended, the “Loan Agreement”). The Second Amendment extends the expiration date ofuntil March 12, 2024 and the Company’s $100 millionThird Amendment increased the revolving credit facility until March 12, 2024.to $115 million. Under certain circumstances the Company may request an increase in the commitment by an additional $50$50 million.

 

Portions of the loan may be converted to LIBOR loans in minimum amounts of $1.0 million and integral multiples of $0.1 million.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.

 

Availability under the Loan Agreement is limited to a borrowing base equal to 85%85% of the value of eligible accounts receivable, plus the lesser of 70%70% of the value of eligible inventory or 90%90% of the net orderly liquidation value percentage of the value of eligible inventory, in each case less certain reserves. The Loan Agreement is secured by substantially all of the property of the Company, other than real estate.

 


The 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 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 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 March 12, 2024. At June 30, 2019,2020, the Company was in compliance with the availability-based covenants governing its indebtedness.

 


The carrying amount of long-term debt approximates fair value as it bears interest at variable rates. The fair value is a Level 2 measurement as defined in ASC Topic 820, “Fair Value Measurement.”

 

4.Income Taxes

On May 4, 2020, the Company received a $6.2 million Paycheck Protection Program (“PPP”) loan from Bank of America (“Lender”), funded under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), pursuant to a Promissory Note issued by the Company to Lender. The Company will use the funds to pay its payroll related expenses as well as rent expenses, as allowed by the terms of the loan. The Company intends to apply for loan forgiveness in the third quarter 2020. Under current rules, which could still be clarified further, the Company believes it will achieve around 80-90% forgiveness. The forgiveness amount will be equal to the amount that the Company uses for the approved expenses, a minimum of 60% on payroll related expenses and up to 40% on non-payroll expenses. If the total of the loan is not forgiven, the Company will have two years from the funded date of May 4, 2020 to repay the balance of the PPP loan to Bank of America. No principal or interest payments will be due prior to the end of the six-month deferment period and the interest rate on the balance of the loan will not exceed 1.0% per annum.

4.    Impairment of Goodwill and Intangible Assets

 

The Company calculatestests goodwill and indefinite lived intangibles for impairment at least annually or more frequently whenever events or circumstances occur indicating that it might be impaired. During the first and second quarter of 2020, the Company’s market capitalization declined significantly, driven by current macroeconomic and geopolitical conditions due in large part to the COVID-19 outbreak, which has contributed to a decline in demand for the Company’s products, a decline in overall financial performance, partially due to the decline in oil prices, and decline in industry and market conditions. Based on these events, the Company concluded that it was more-likely-than-not that the fair values of certain of its provisionreporting units were less than their carrying values. Therefore, the Company performed an interim goodwill impairment test for income taxes during interimboth the first and second quarter.

Goodwill impairment is evaluated at each of the 4 reporting periods by applyingunits. The Company determined the estimated annualfair values of two reporting units with goodwill and certain of its indefinite lived intangibles exceeded their respective carrying values. The amount of goodwill at June 30, 2020 for the two reporting units, Southern Wire and Vertex, were $12.5 million and $9.8 million, respectively, and the Vertex reporting unit has a negative carrying value. Additionally, the Company determined the fair value of its Vertex reporting unit’s tradenames was below its carrying value, and as a result recorded an impairment charge of $0.1 million in June 2020. The Company also determined the fair value of its Southwest reporting unit’s tradenames was below its carrying value, and as a result, recorded an impairment charge of $0.1 million in June 2020 and $0.2 million in March 2020.

5.    Income Taxes

The effective tax rate for the full fiscal yearsix months ended June 30, 2020 was 14.3%, compared to pre-tax income or loss, excluding discrete items,27.5% for the reporting period.same period in 2019. Compared to the U.S. statutory rate, the effective tax rate was impacted by state income taxes and nondeductible expenses. Due to the continuing uncertainty in the Company’s industry, the Company has utilized the method of recording income taxes on a year-to-date effective tax rate for the six months ended June 30, 2020. The Company will evaluate its use of this method each quarter until such time as a return to the annualized estimated effective tax rate method is deemed appropriate.

 

5.Incentive Plans

The CARES Act was signed into law on March 27, 2020. The CARES Act contains several tax law changes for corporations, including modifications for net operating loss carrybacks, the refundability of prior-year minimum tax liability, limitations on business interest and limitations on charitable contribution deductions. These benefits did not impact the Company’s tax provision for the three months ended June 30, 2020.

     

6.    Incentive Plans

Stock Option Awards

 

There were no0 stock option awards granted during the first six months of 20192020 or 2018.2019.

 


Restricted Stock Awards and Restricted Stock Units

On June 26, 2020, the Board of Directors granted 10,000 restricted stock units to the newly named executive chairman of the board. The award shall vests in two equal installments on June 26, 2021 and June 26, 2022. The award entitles the executive chairman of the board 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 his service on the board terminates for any reason.

 

Following the Annual Meeting of Stockholders on May 7, 2019, the Company granted restricted stock units with a grant date value of $60,000$60,000 to each non-employee director who was elected and re-elected, for an aggregate of 58,920 restricted stock units. Each award of restricted stock units vestsvested at the date of the 2020 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. The Company did not grant equity awards to the non-employee directors following the 2020 Annual Meeting.

 

On March 12, 2019, the Board of Directors granted 52,910 performance stock units to the Company’s President and CEO and 13,228 performance stock units to the CFO. Each grant of performance stock units vests on December 31, 2021, based on and subject to the Company’s achievement of cumulative EBITDA and stock price performance goals over a three-year three year period, as long as the grantee is then employed by the Company, and upon vesting will be settled in shares of our common stock. Any dividends declared will be accrued and paid to the grantee if and when the related shares vest.

 

Total stock-based compensation cost was $0.4$0.4 million for each of the three months ended June 30, 2020 and 2019, and 2018, and $0.7$0.8 million for each of the six months ended June 30, 20192020 and 2018,$0.7 million for the six months ended June 30, 2019, and is included in salaries and commissions for employees, and in other operating expenses for non-employee directors.

 

6.Commitments and Contingencies

As a result of unfavorable lease terms relative to market for a facility in Massachusetts acquired as part of the Vertex acquisition in 2016, there is a remaining additional liability of $0.2 million that is being amortized over the remaining term of the lease, which was 48 months at June 30, 2019. See Note 8.7.    Commitments and Contingencies

 

The Company had outstanding under the Loan Agreement letters of credit totaling $1.7$0.7 million to certain vendors as of June 30, 2019.2020.

 

ThereFrom time to time, the Company is involved in lawsuits that are nobrought against it in the normal course of business. The Company is not currently a party to any legal proceedings pending againstthat it expects, either individually or involvingin the Company that, in management’s opinion, based on the current known facts and circumstances, are expectedaggregate, to have a material adverse effect on the Company’s consolidated financial position, cash flows, or results offrom operations.

7.Leases

Effective January 1, 2019, the Company adopted ASU No. 2016-02, “Leases (Topic 842)” and the series of related ASUs that followed (collectively referred to as “Topic 842”). The most significant changes under the new guidance include clarification of the definition of a lease, and the requirements for lessees to recognize a right-of-use (ROU) asset and a lease liability for all qualifying leases with terms longer than twelve months in the consolidated balance sheet. In addition, under Topic 842, additional disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing and uncertainty of cash flows arising from leases.

The Company elected the practical expedient available under ASU 2018-11 “Leases: Targeted Improvements,” which allows the Company to apply the transition provision for Topic 842 at the Company’s adoption date instead of at the earliest comparative period presented in the Company’s financial statements. Therefore, the Company recognized and measured leases existing at January 1, 2019 but without retrospective application. The Company also elected all other available practical expedients except the hindsight practical expedient. In electing the practical expedients, the Company utilized the transition practical expedient package whereby the Company did not reassess (i) whether any of the Company’s expired or existing contracts contain a lease, (ii) the classification for any expired or existing leases and (iii) initial direct costs for any existing leases.

 


The impact of Topic 842 on the Company’s consolidated balance sheet as of January 1, 2019 was the recognition of ROU assets and lease liabilities for operating leases, while the Company’s accounting for finance leases remained substantially unchanged. The Company’s finance leases were immaterial prior to the adoption of Topic 842, and no change was made to the classification of these leases. As a result of the adoption of Topic 842, beginning retained earnings was impacted by $0.1 million and there was no impact to the income statement.

The Company leases property including warehouse space, offices, vehicles and office equipment. The Company determines if an arrangement is a lease at inception. As part of the transition to the new standard, the Company reviewed agreements with suppliers, vendors, customers, and other outside parties to determine if any agreements met the definition of an embedded lease. This is based on the nature of the contracts reviewed, and various factors, including identified assets included in the agreement to which the Company has exclusive rights of control as described by Topic 842. The Company concluded that these are not material agreements with parties that would constitute an embedded lease. For purposes of calculating operating lease liabilities, lease terms may be deemed to include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Beginning January 1, 2019, operating ROU assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Operating leases in effect prior to January 1, 2019 were recognized at the present value of the remaining lease payments over the remaining lease term as of January 1, 2019. The Company is required to determine a discount rate in order to calculate the present value of lease payments. If the rate is not included in the lease or cannot be readily determined, the Company uses its incremental secured borrowing rate based on lease term information available at the commencement date of the lease in determining the present value of lease payments. The Company recognizes lease components and non-lease components together and not as separate parts of a lease for all leases. The Company will exercise this practical expedient in the future by asset class.

The expenses generated by the lease activity of the Company as lessee for the three months and six months ended June 30, 2019 were as follows:

    Three Months
Ended		  Six Months
Ended		 
Lease Type Income Statement Classification June 30, 2019 
(Dollars in thousands)        
Consolidated operating lease expense Operating expenses $982  $1,968 
           
Consolidated financing lease amortization Operating expenses  33   50 
Consolidated financing lease interest Interest expense  4   6 
Consolidating financing lease expense    37   56 
           
Net lease cost Operating expenses $1,019  $2,024 

The value of the net assets and liabilities generated by the leasing activity of the Company as lessee as of June 30, 2019 were as follows:

Lease Type Balance Sheet Classification Amount 
(Dollars in thousands)      
Total ROU operating lease assets(1) Operating lease right-of-use assets, net $11,176 
Total ROU financing lease assets(2) Property and equipment, net  609 
Total lease assets   $11,785 
       
Total current operating lease obligation Operating lease liabilities $2,961 
Total current financing lease obligation Accrued and other current liabilities  169 
Total current lease obligation   $3,130 
       
Total long term operating lease obligation Operating lease long term liabilities $8,628 
Total long term financing lease obligation Other long term liabilities  451 
Total long term lease obligation   $9,079 

(1)Operating lease assets are recorded net of accumulated amortization of $1.6 million as of June 30, 2019

(2)Financing lease assets are recorded net of accumulated amortization of $0.2 million as of June 30, 2019


The future minimum lease payments for finance and operating lease liabilities of the Company as lessee as of June 30, 2019 were as follows:

Maturity Date of Lease Liabilities Operating Leases  Financing Leases  Total 
(Dollars in thousands)            
Year one $3,504  $192  $3,696 
Year two  2,721   177   2,898 
Year three  2,694   149   2,843 
Year four  2,103   101   2,204 
Year five  795   57   852 
Subsequent years  1,290   —   1,290 
Total lease payments  13,107   676   13,783 
Less: Interest  1,518   56   1,574 
Present value of lease liabilities $11,589  $620  $12,209 

The weighted average remaining lease terms and discount rates of the leases held by the Company as of June 30, 2019 were as follows:

Lease Type

 

Weighted Average
Term in Years

  Weighted Average
Interest Rate		 
Operating leases  4.5   5.5 
Financing leases  3.9   4.3 

The cash outflows of the leasing activity of the Company as lessee for the six months ended June 30, 2019 were as follows:

Cash Flow Source Classification Amount 
(Dollars in thousands)      
Operating cash outflows from operating leases Operating activities $1,957 
Operating cash outflows from financing leases Operating activities  6 
Financing cash outflows from financing leases Financing activities  48 

During the six months ended June 30, 2019, the Company recorded non-cash ROU financing lease assets and corresponding financing lease obligations totaling $0.4 million related to new and modified lease agreements. Any operating leases, new or modified,as well as any sublease incomefor the six months ended June 30, 2019, are not material. 

8.Subsequent Events

On July 22, 2019, the Company modified certain terms of the lease agreement with the landlord of Vertex’s Massachusetts facility, including early termination of the lease on November 30, 2019 and Vertex subleasing a portion of the space until the end of November. In connection with the modification, the Company will make a payment of approximately $2.5 million to the lessor. The Company will be relieved of $2.8 million of future rent payments, along with other future costs associated with the lease including property taxes, insurance, utilities and maintenance otherwise required in the original lease agreement.


Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the Company’s financial position and results of operations. MD&A is provided as a supplement to the Company’s Consolidated Financial Statements (unaudited) and the accompanying Notes to Consolidated Financial Statements (unaudited) and should be read in conjunction with the MD&A included in the Company’s Form 10-K for the year ended December 31, 2018.2019.

 

Overview

 

We are a provider of industrial products including electrical wire and cable, steel wire rope and hardware, and fasteners to the U.S. market. We provide our customers with a single-source solution by offering a large selection of in-stock items, exceptional customer service and high levels of product expertise.

 

Critical Accounting Policies

 

The preparation of our consolidated financial statements requires us to make estimates and judgmentsassumptions that affect the reported amounts of assets and liabilities, revenue and expenses. On an on-going basis, we make and evaluate estimates and judgments,assumptions, including those related to the allowance for doubtful accounts, the refund liability, the inventory obsolescence reserve, vendor rebates, the realization of deferred tax assets and liabilities and the valuation of goodwill and indefinite-lived assets. We base our estimates on historical experience and various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about amounts and timing of revenue and expenses, the carrying values of assets and the recorded amounts of liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and such estimates may change if the underlying conditions or assumptions change. We have discussed the development and selection of critical accounting policies and estimates with the Audit Committee of our Board of Directors, and the Audit Committee has reviewed our related disclosures. The critical accounting policies related to the estimates and judgmentsassumptions are discussed in our Annual Report on Form 10-K for the year ended December 31, 20182019 under Management’s Discussion and Analysis of Financial Condition and Results of Operations. There have been no changes to our critical accounting policies and estimates during the three and six months ended June 30, 2019.2020.  

 

Impact of the COVID-19 Pandemic

The COVID-19 pandemic has spread throughout the United States and the countries in which our offshore suppliers are located. Governments in affected regions have implemented, and may continue to implement, safety precautions which include quarantines, travel restrictions, business closures, cancellations of public gatherings and other measures as they deem necessary. Many organizations and individuals, including the Company and our employees are taking additional steps to avoid or reduce infection, including limiting travel and working remotely. We continue to monitor our operations and government recommendations and have made modifications to our normal operations because of the pandemic, including requiring most of its non-essential employees to work remotely. We have maintained a substantial portion of our operational capacity at our warehouses across the continental United States and have instituted several health and safety protocols and procedures to safeguard our employees.

The rapid development and uncertainty of the COVID-19 pandemic precludes any prediction as to the ultimate adverse impact of the COVID-19 outbreak on our business. However, the outbreak has had an adverse impact on our business, including reductions in the demand for our products. In response, we applied for and received funds under the Paycheck Protection Program and have implemented several cost savings measures which include furloughing employees, payroll reductions, and other actions to decrease corporate and non-critical expenses. These cost savings measures are not fully reflected in the second quarter but we anticipate additional savings in the third and fourth quarters due to the continued execution of multiple expense reduction initiatives. While we cannot reasonably estimate the length or severity of this pandemic, we currently anticipate an adverse impact on our consolidated financial position, consolidated results of operations, and consolidated cash flows in fiscal 2020.


Cautionary Statement for Purposes of the “Safe Harbor”

 

Forward-looking statements in this report are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements may relate to, but are not limited to, information or assumptions about the duration, extent and impact of the COVID-19 pandemic, our sales and marketing strategy, sales (including pricing), income, operating income or gross margin improvements, working capital, cash flow, interest rates, impact of changes in accounting standards, future economic performance, management’s plans, goals and objectives for future operations, performance and growth or the assumptions relating to any of the forward-looking statements.  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.  The Company cautions that forward-looking statements are not guarantees because there are inherent difficulties in predicting future results.  Actual results could differ materially from those expressed or implied in the forward-looking statements.  The factors listed under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018,2019 and in Part II, Item 1A of this report, as well as any cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements.

 


Results of Operations

The following table shows, for the periods indicated, information derived from our consolidated statements of operations, expressed as a percentage of net sales for the periods presented.

  Three Months Ended  Six Months Ended 
  June 30,  June 30, 
  2019  2018  2019  2018 
             
Sales  100.0%  100.0%  100.0%  100.0%
Cost of sales  75.9%  76.2%  75.5%  76.1%
Gross profit  24.1%  23.8%  24.5%  23.9%
                 
Operating expenses:                
Salaries and commissions  10.8%  10.6%  10.8%  10.7%
Other operating expenses  9.1%  8.0%  9.0%  8.4%
Depreciation and amortization  0.6%  0.6%  0.6%  0.6%
Total operating expenses  20.5%  19.1%  20.5%  19.7%
                 
Operating income  3.6%  4.7%  4.0%  4.3%
Interest expense  0.9%  0.8%  0.9%  0.8%
                 
Income before income taxes  2.7%  3.9%  3.2%  3.5%
Income tax expense  0.8%  1.1%  0.9%  0.9%
                 
Net income  1.9%  2.8%  2.3%  2.5%

  Three Months Ended  Six Months Ended 
  June 30,  June 30, 
  2020  2019  2020  2019 
             
Sales  100.0%  100.0%  100.0%  100.0%
Cost of sales  78.7%  75.9%  77.5%  75.5%
Gross profit  21.3%  24.1%  22.5%  24.5%
                 
Operating expenses:                
Salaries and commissions  12.6%  10.8%  11.9%  10.8%
Other operating expenses  10.5%  9.1%  9.7%  9.0%
Depreciation and amortization  1.2%  0.6%  1.1%  0.6%
Impairment charge  0.3%  —   0.2%  — 
Total operating expenses  24.6%  20.5%  22.9%  20.5%
                 
Operating income (loss)  (3.3)%  3.6%  (0.4)%  4.0%
Interest expense  0.7%  0.9%  0.9%  0.9%
                 
Income (loss) before income taxes  (4.0)%  2.7%  (1.3)%  3.2%
Income tax expense (benefit)  (0.7)%  0.8%  (0.2)%  0.9%
                 
Net income (loss)  (3.2)%  1.9%  (1.1)%  2.3%

Note: Due to rounding, percentages may not add up to total operating expenses, operating income (loss), income (loss) before income taxes or net income.income (loss).

Comparison of the Three Months Ended June 30, 20192020 and 20182019

Sales

 Three Months Ended  Three Months Ended 
 June 30,  June 30, 
(Dollars in millions) 2019 2018 Change  2020 2019 Change 
Sales $85.3  $93.9  $(8.5)  (9.1)% $66.8 $85.3 $(18.5)  (21.7)%

Our sales for the second quarter decreased from $93.9 million in 2018 to $85.3 million in 2019. The decrease2019 to $66.8 million in sales was2020, primarily due to reduced industrial market demand, as a result of current economic conditions caused by the COVID-19 pandemic, as well as the decline in the oil and gas geographies, reduced demand for fasteners and reduced availability of inventory due to supply chain disruptions resulting from the on-going trade discussions between the United States and China.market. We estimate sales for our project business, which targets end markets for Environmental Compliance, Engineering & Construction, Industrials, Utility Power Generation, and Mechanical Wire Rope, increased 2%decreased 7.1%, while Maintenance, Repair, and Operations (MRO) sales decreased 11%24.6%, as compared to 2018.2019.

Gross Profit

  Three Months Ended 
  June 30, 
(Dollars in millions) 2019  2018  Change 
Gross profit $20.5  $22.3  $(1.8)  (8.1)%
Gross margin  24.1%  23.8%        


  Three Months Ended 
  June 30, 
(Dollars in millions) 2020  2019  Change 
Gross profit $14.2  $20.5  $(6.3)  (30.7)%
Gross margin  21.3%  24.1%        

Gross profit decreased 8.1%30.7% to $14.2 million in 2020 from $20.5 million in 2019 from $22.3 million in 2018.2019. The decrease in gross profit was attributable to reduced sales from the COVID-19 pandemic and the decline in the oil and gas geographies and fasteners.market. Gross margin (gross profit as a percentage of sales) increased slightlydecreased to 21.3% in 2020 from 24.1% in 2019 from 23.8% in 2018 primarily due to the decline in demand for our product mixas a result of the pandemic and pricing discipline.the decline in the oil and gas market, combined with the relatively low price of copper through much of the quarter The Company also recorded an impairment charge of $0.6 million for inventory that will be returned under a one-time agreement with the supplier.


Operating Expenses

 Three Months Ended  Three Months Ended 
 June 30,  June 30, 
(Dollars in millions) 2019 2018 Change  2020 2019 Change 
Operating expenses:                         
Salaries and commissions $9.2  $9.9  $(0.7)  (6.7)% $8.4 $9.2 $(0.8)  (9.1)%
Other operating expenses  7.7   7.5   0.2   2.9% 7.0 7.7 (0.7)  (9.1)%
Depreciation and amortization  0.5   0.5   0.0   (1.3)% 0.8 0.5 0.3 52.6%
Impairment charge  0.2  —  0.2 100.0%
Total operating expenses $17.5  $18.0  $0.4   (2.5)% $16.4 $17.5 $(1.1)  (6.2)%
                         
Operating expenses as a percent of sales  20.5%  19.1%         24.6% 20.5%     

Note:  Due to rounding, numbers may not add up to total operating expenses.

Salaries and commissions decreased $0.7$0.8 million from the second quarter 20182019 compared to 20192020 due to reduced full-time employee headcount, salary reductions, fewer temporary warehouse labor hours due to decreased activity as of result of COVID-19 and lower commissions resulting from the reduction in sales and gross profit, offset by an increase in headcount.profit.

Other operating expenses increased slightlydecreased due to higherour efforts to reduce expenses in response to COVID-19, mainly travel and entertainment expense approximately $0.2 million, from the computer system upgrade and conversion.reduced office and other administrative expenses.

Depreciation and amortization were flat year over year.increased primarily due to depreciation on additional right-of-use assets acquired in the second quarter of 2020.

Operating expenses as a percentageWe recorded an impairment charge in the second quarter of sales increased2020 with respect to 20.5% in 2019 from 19.1% in 2018, as the reduction in sales changedtradenames at a greater rate than the decrease in operating expenses.our Southwest and Vertex reporting units. (See Note 4 of our Consolidated Financial Statements)

Interest Expense

Interest expense decreased slightly from $0.8 million in 2018 to $0.7 million in 2019 to $0.5 million in 2020 as a result of lower average debt, offset by an increase in interest rates. Average debt was $78.0 million in 2020 compared to $74.3 million in 2019 compared to $82.5 million in 2018.2019. The average effective interest rate was 2.2% in 2020 compared to 3.9% in 2019 compared to 3.7%2019.

Income Taxes

The income tax benefit of $0.5 million in 2018.

Income Taxes

Thethe second quarter 2020 decreased from the income tax expense of $0.6 million decreased from $1.0 million in the prior year period due to lower pretax income. The effective income tax rate for the quarter was near flat at 28.3 %18.7% in 20192020 compared to 28.0%28.3% in 2018.2019.

Net Income

We achieved net income of $1.6 million in 2019 compared to $2.6 million in 2018.

Comparison of the Six Months Ended June 30, 20192020 and 20182019

 Six Months Ended  Six Months Ended 
 June 30,  June 30, 
(Dollars in millions) 2019 2018 Change  2020 2019 Change 
Sales $170.6  $178.9  $(8.3)  (4.6)% $150.3 $170.6 $(20.3)  (11.9)%

Our sales for the six month periodsecond quarter decreased 4.6% from $178.9 million in 2018 to $170.6 million in 2019. The primary reasons for the decrease were2019 to $150.3 million in 2020, primarily due to reduced industrial market demand, as a result of current economic conditions caused by the COVID-19 pandemic, as well as the decline in the oil and gas geographies, reduced demandmarket. We estimate sales for fasteners and reduced availability of inventory due to supply chain disruptions resulting from the on-going trade discussions between the United States and China. Ourour project business, which includes our key growth initiatives encompassingtargets end markets for Environmental Compliance, Engineering & Construction, Industrials, Utility Power Generation, and Mechanical Wire Rope, is estimated to have increased 3%decreased 6.3%, from 2018.while MRO decreased 6%,12.8% from 2018.2019.


Gross Profit

 Six Months Ended  Six Months Ended 
 June 30,  June 30, 
(Dollars in millions) 2019 2018 Change  2020 2019 Change 
Gross profit $41.8  $42.8  $(1.0)  (2.4)% $33.8 $41.8 $(8.0)  (19.1)%
Gross margin  24.5%  23.9%  0.6%     22.5% 24.5%     

Gross profit decreased 2.4%17.6% from $42.8 million in 2018 to $41.8 million in 2019.2019 to $34.4 million in 2020. The decrease in gross profit was primarily attributable to the reduction in sales. Gross margin increased slightlydecreased to 22.9% in 2020 from 24.5% in 2019, from 23.9% in 2018, primarily due to the decline in demand for our product mixas a result of the pandemic and pricing discipline.the decline in the oil and gas market, combined with the relatively low price of copper through the first half of 2020.

Operating Expenses

  Six Months Ended 
  June 30, 
(Dollars in millions) 2020  2019  Change 
Operating expenses:                
Salaries and commissions $17.9  $18.4  $(0.5)   (2.9)%
Other operating expenses  14.6   15.4   (0.8)   (5.2)%
Depreciation and amortization  1.6   1.1   0.5   45.5%
Impairment charge  0.4   —   0.4   100.0%
Total operating expenses $34.4  $34.9  $(0.5)   (1.4)%
                 
Operating expenses as a percent of sales  22.9%  20.5%        

  Six Months Ended 
  June 30, 
(Dollars in millions) 2019  2018  Change 
Operating expenses:                
Salaries and commissions $18.4  $19.1  $(0.7)  (3.5)%
Other operating expenses  15.4   15.0   0.4   2.7%
Depreciation and amortization  1.1   1.1   0.0   0.1%
Total operating expenses $34.9  $35.2  $(0.3)  (0.8)%
                 
Operating expenses as a percent of sales  20.5%  19.7%  0.8%    

Note:  Due to rounding, numbers may not add up to total operating expenses.

Salaries and commissions decreased $0.7$0.5 million between the periods due to lower commissions resulting from the reduction in sales and gross profit, offset byreduced full-time employee headcount, salary reductions and fewer temporary warehouse labor hours due to decreased activity as a slight increase in headcount.result of COVID-19.

Other operating expenses increased slightlydecreased due to higherour efforts to reduce expenses in response to COVID-19, mainly travel and entertainment expense approximately $0.2 million, from the computer system upgrade and conversion.reduced office and other administrative expenses.

Depreciation and amortization were flat year over year.increased primarily due to depreciation on additional right-of-use assets acquired in the first half of 2020.

Operating expenses as a percentageWe recorded an impairment charge in the first and second quarters of sales increased2020 with respect to 20.5% in 2019 from 19.7% in 2018, as sales levels felltradenames at a greater rate than the reduction in operating expenses.our Southwest and Vertex reporting units. (See Note 4 of our Consolidated Financial Statements)

Interest Expense

Interest expense increased 4.4% todecreased 13.0% from $1.5 million in 2019 from $1.4to $1.3 million in 20182020 due to higherlower interest rates. Average debt was $83.6 million in 2020 compared to $73.9 million in 2019 compared to $79.7 million in 2018. Theand the average effective interest rate rosefell to 3.9%2.8% in 20192020 from 3.5%3.9% in the prior year period.

Income Taxes

The income tax benefit of $0.3 million in 2020 decreased $1.8 million compared to the income tax expense of $1.5 million in 2019 decreased from $1.7 million in 2018 due to lower pretax income. The effective income tax rate increased slightlywas 14.3% in 2020 compared to 27.5% in 2019 to 27.1% in 2018, primarily due to the release of vested share-based awards.2019.

Net Income

We achieved net income of $3.9 million in 2019 compared to $4.6 million in 2018.

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, nickel and petrochemical products are components of the industrial products we sell, fluctuations in the costs of these and other commodities have historically affected our operating results. To the extent commodity prices decline, the net realizable value of our existing inventory could also decline, and our gross profit couldcan be adversely affected because of either reduced selling prices or lower of cost or marketnet realizable value 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 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;
●capital expenditures;
●acquisitions; and
●the ability to attract long-term capital with satisfactory terms

Comparison of the Six Months Ended June 201930, 2020 and 20182019

Our net cash used inprovided by operating activities was $2.2$6.4 million for the six months ended June 30, 20192020 compared to $5.7cash used in operating activities of $2.2 million for the same period in 2019. We had a net loss of $1.6 million in 2018. We had2020 compared to net income of $3.9 million in 2019 compared to $4.6 million in 2018.2019.

Changes in our operating assets and liabilities resulted in cash used inprovided by operating activities of $11.3$2.3 million in 2019. An increase2020. A decrease in accounts receivables of $10.4 million due to decreased sales and a decrease in inventories of $12.4$6.8 million primarily due to incentives offered by certain vendors on high volume inventory, as well as rebalancingefforts to align inventory levels at regional locations,with sales activities were the main sources of cash. The main uses of cash provided by operating activities were a decrease in accrued and other current liabilities of $8.7 million, a decrease in trade accounts payable of $3.6 million as a result of the decrease in inventory, lease payments of $1.9$1.8 million and prepaid expenses of $1.4 million were the main uses of cash. Partially offsetting these uses of cash were increases in accounts payable and accrued liabilities of $2.1 million and $2.2 million, respectively, primarily due to increased inventory purchases in the second quarter of 2019.$1.0 million.

Net cash used in investing activities was $1.6 million in 2020 compared to $0.9 million in 20192019.

Net cash used in financing activities was $3.1 million in 2020 compared to $0.7 million in 2018.

Netnet cash provided by financing activities wasof $1.6 million in 2019 compared to $6.4 million in 2018.2019. Net borrowingspayments on the revolver of $1.8$9.0 million were the primary sourceuses of cash for financing activities in 2019.2020, offset by the Paycheck Protection Plan (“PPP”) loan of $6.2 million received in the second quarter of 2020. We will be applying for loan forgiveness for the PPP loan in the third quarter and the outcome of the loan forgiveness application will determine how the loan funds are accounted for.

Indebtedness

Our principal source of liquidity at June 30, 20192020 was working capital of $130.4$134.5 million compared to $126.2$138.5 million at December 31, 2018.2019. We also had available borrowing capacity of $25.2$22.6 million at June 30, 20192020 and $28.7$22.8 million at December 31, 20182019 under our loan agreement. The availability at June 30, 2019 is2020 was net of outstanding letters of credit of $1.7$0.7 million.

We believe that we will have adequate availability of capital to fund our present operations, meet our commitments on our existing debt, 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.

 


Contractual Obligations

The following table summarizes our loan commitment at June 30, 2019.2020. 

In thousands Total 

Less than

1 year

 1-3 years 3-5 years 

More

than

5 years

  Total 

Less than

1 year

 1-3 years 3-5 years 

More

than

5 years

 
                      
Total debt $73,107 $— $— $73,107 $—   $  80,725 $— $6,185 $74,540 $— 

 

There were no material changes in operating lease obligations or non-cancellable purchase obligations since December 31, 2018.2019.


Item 3. Quantitative and Qualitative Disclosures about Market Risk

There were no material changes to our market risk as set forth in Items 7A and 7 of our Annual Report on Form 10-K for the year ended December 31, 2018.2019.

Item 4. Controls and Procedures

As of June 30, 2019,2020, an evaluation was performed by the Company’s management, under the supervision and with the participation of the Company’s chief executive officer and chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures. Based on that evaluation, the chief executive officer and the chief financial officer concluded that the Company’s disclosure controls and procedures were effective. There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2019,2020, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II. Other Information

Item 1 - Not applicable and has been omitted.

Item 1A.  Risk Factors

The COVID-19 pandemic, efforts to mitigate or disrupt the pandemic and the related weak, or weakening of, economic or other negative conditions, have had a negative impact on our business, and the duration and extent of the pandemic could prolong or increase the adverse impact.

A novel strain of coronavirus (COVID-19) was first identified in Wuhan, China in December 2019 and subsequently declared a pandemic by the World Health Organization. As of the date of this report, the virus continues to spread and there is no effective vaccine available. The preventative measures taken to contain or mitigate the outbreak have caused, and are continuing to cause, business slowdown or shutdown in affected areas and significant disruption in the financial markets both globally and in the United States, which could lead to a decline in capital spending, and in turn further impact, possibly materially, our business, sales, financial condition and results of operations. It is currently not practicable to predict the precise potential impact, as well as the extent of any impact, of the COVID-19 pandemic on our business, and on the global economy as a whole. It is also currently not possible to predict how long the pandemic will last or the time that it will take for economic activity to return to prior levels. A prolonged situation could have a significant adverse effect on economies and financial markets globally, potentially leading to a significant worldwide economic downturn, which could have a significant adverse effect on our business, operating results and financial condition.

The extent to which the COVID-19 pandemic adversely affects our business, results of operations, and financial condition will likely depend on numerous evolving factors which are highly uncertain and cannot be predicted, including but not limited to:

●Reductions in the demand for our products as a result of downturns in capital spending and our customers’ cost containment actions,
●Disruption to our distribution centers and our suppliers and other vendors, including through the effects of facility closures,
●Impacts to our distribution and logistics providers’ ability to operate or increases in their operating costs,
●Labor shortages,
●Real time changes in operating procedures and costs, including for additional cleaning and disinfection
●Significant disruption of global financial markets, which could have a negative impact on our ability to access capital in the future.

 


There

We intend to continue to monitor the situation and adjust our current policies and practices as more information and guidance become available.

Other than this item, there were no material changes in the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018.2019. 

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds.

Our board authorized a stock repurchase program of $25 million in March 2014. The program has no expiration date. Purchases under the stock repurchase program were suspended in November 2016 and reactivated in August 2019.

No shares of common stock were purchased during the three months ended June 30, 2020. As of June 30, 2020, $8.1 million remained available under the repurchase authorization.

Item 23 - Not applicable and has been omitted.

Item 34 - Not applicable and has been omitted.

Item 45 - Not applicable and has been omitted.

 


Item 5 - Not applicable and has been omitted.


Item 6.  Exhibits

(a) Exhibits required by Item 601 of Regulation S-K.

Exhibit

Number

Document Description
31.1Certification by James L. Pokluda III pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification by Christopher M. MicklasEric W. Davis pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification by James L. Pokluda III and Christopher M. MicklasEric W. Davis pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSXBRL Instance Document(1)
101.SCHXBRL Taxonomy Extension Schema
101.CALXBRL Taxonomy Extension Calculation Linkbase
101.DEFXBRL Taxonomy Extension Definition Linkbase
101.LABXBRL Taxonomy Extension Label Linkbase
101.PREXBRL Taxonomy Extension Presentation Linkbase

(1)Attached as exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at June 30, 20192020 and December 31, 2018;2019; (ii) the Consolidated Statements of Operations for the three and six month periods ended June 30, 20192020 and 2018;2019; (iii) the Consolidated Statements of Cash Flows for the six month periods ended June 30, 20192020 and 2018;2019; and (vi) Notes to the Consolidated Financial Statements.


 18

Signature

Pursuant to the requirements 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.

Date:  August 9, 20197, 2020HOUSTON WIRE & CABLE COMPANY
BY:/s/ Christopher M. MicklasEric W. Davis
Christopher M. Micklas,Eric W. Davis, Chief Financial Officer

18  19