e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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| þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the quarterly period ended July 1, 2011
OR
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| o |
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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: 001-10212
ANIXTER INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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94-1658138 |
| (State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
2301 Patriot Blvd.
Glenview, Illinois 60026
(224) 521-8000
(Address and telephone number of principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
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 during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one)
| Large Accelerated Filer þ |
Accelerated Filer o |
Non-Accelerated Filer o
(Do not check if a smaller reporting company) |
Smaller Reporting Company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No þ
At July 28, 2011, 34,893,681 shares of the registrant’s Common Stock, $1.00 par value,
were outstanding.
ANIXTER INTERNATIONAL INC.
TABLE OF CONTENTS
This report may contain various “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These statements can be identified by the use of forward-looking
terminology such as “believe,” “expects,” “intends,” “anticipates,” “contemplates,”
“estimates,” “plans,” “projects,” “should,” “may,” “will” or the negative thereof or other
variations thereon or comparable terminology indicating the Company’s expectations or
beliefs concerning future events. The Company cautions that such statements are qualified by
important factors that could cause actual results to differ materially from those in the
forward-looking statements, a number of which are identified in this report. Other factors
could also cause actual results to differ materially from expected results included in these
statements. These factors include changes in supplier or customer relationships, technology
changes, economic and currency risks, new or changed competitors, risks associated with
inventory, commodity price fluctuations, risks associated with the integration of recently
acquired companies and the impact of regulation and regulatory, investigative and legal
proceedings and legal compliance risks.
i
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
ANIXTER INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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| (In millions, except per share amounts) |
|
July 1, 2011 |
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|
July 2, 2010 |
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|
July 1, 2011 |
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|
July 2, 2010 |
|
Net sales |
|
$ |
1,612.8 |
|
|
$ |
1,367.2 |
|
|
$ |
3,130.3 |
|
|
$ |
2,639.8 |
|
Cost of goods sold |
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|
1,239.5 |
|
|
|
1,054.2 |
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|
2,404.3 |
|
|
|
2,037.1 |
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Gross profit |
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|
373.3 |
|
|
|
313.0 |
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|
726.0 |
|
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|
602.7 |
|
Operating expenses |
|
|
275.5 |
|
|
|
242.9 |
|
|
|
545.1 |
|
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|
475.6 |
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|
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Operating income |
|
|
97.8 |
|
|
|
70.1 |
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|
180.9 |
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|
127.1 |
|
Other (expense) income: |
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Interest expense |
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|
(12.8 |
) |
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|
(13.2 |
) |
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|
(25.6 |
) |
|
|
(28.8 |
) |
Net (loss) gain on retirement of debt |
|
|
(0.1 |
) |
|
|
0.8 |
|
|
|
— |
|
|
|
(29.7 |
) |
Other, net |
|
|
(1.6 |
) |
|
|
— |
|
|
|
(1.1 |
) |
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|
(1.1 |
) |
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Income before income taxes |
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|
83.3 |
|
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|
57.7 |
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|
154.2 |
|
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|
67.5 |
|
Income tax expense |
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|
31.2 |
|
|
|
23.1 |
|
|
|
57.8 |
|
|
|
27.0 |
|
|
|
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Net income |
|
$ |
52.1 |
|
|
$ |
34.6 |
|
|
$ |
96.4 |
|
|
$ |
40.5 |
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Net income per share: |
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|
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|
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|
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|
Basic |
|
$ |
1.50 |
|
|
$ |
1.02 |
|
|
$ |
2.78 |
|
|
$ |
1.19 |
|
Diluted |
|
$ |
1.43 |
|
|
$ |
0.98 |
|
|
$ |
2.66 |
|
|
$ |
1.14 |
|
See accompanying notes to the condensed consolidated financial statements.
1
ANIXTER INTERNATIONAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
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July 1, |
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December 31, |
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2011 |
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2010 |
|
| (In millions, except share amounts) |
|
(Unaudited) |
|
|
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|
|
ASSETS |
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Current assets: |
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Cash and cash equivalents |
|
$ |
98.7 |
|
|
$ |
78.4 |
|
Accounts receivable, net (Includes $517.9 at July 1, 2011
and $407.8 at December 31, 2010 associated with
securitization facility) |
|
|
1,220.3 |
|
|
|
1,099.3 |
|
Inventories |
|
|
1,143.7 |
|
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|
1,002.7 |
|
Deferred income taxes |
|
|
58.3 |
|
|
|
50.3 |
|
Other current assets |
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|
38.0 |
|
|
|
50.5 |
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|
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Total current assets |
|
|
2,559.0 |
|
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|
2,281.2 |
|
Property and equipment, at cost |
|
|
306.0 |
|
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|
288.9 |
|
Accumulated depreciation |
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|
(216.6 |
) |
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|
(204.3 |
) |
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Net property and equipment |
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|
89.4 |
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|
84.6 |
|
Goodwill |
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|
375.9 |
|
|
|
374.3 |
|
Other assets |
|
|
182.1 |
|
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|
193.2 |
|
|
|
|
|
|
|
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|
$ |
3,206.4 |
|
|
$ |
2,933.3 |
|
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|
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|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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|
|
|
|
|
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Accounts payable |
|
$ |
742.2 |
|
|
$ |
648.7 |
|
Accrued expenses |
|
|
235.9 |
|
|
|
218.9 |
|
Short-term debt (Includes $200.0 at December 31, 2010
associated with securitization facility) |
|
|
7.1 |
|
|
|
203.6 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
985.2 |
|
|
|
1,071.2 |
|
Long-term debt (Includes $245.0 at July 1, 2011 associated
with securitization facility) |
|
|
957.1 |
|
|
|
688.8 |
|
Other liabilities |
|
|
135.7 |
|
|
|
162.5 |
|
|
|
|
|
|
|
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Total liabilities |
|
|
2,078.0 |
|
|
|
1,922.5 |
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
Common stock — $1.00 par value, 100,000,000 shares authorized,
34,912,453 and 34,323,061 shares issued and outstanding in
2011 and 2010, respectively |
|
|
34.9 |
|
|
|
34.3 |
|
Capital surplus |
|
|
225.2 |
|
|
|
230.1 |
|
Retained earnings |
|
|
870.7 |
|
|
|
774.2 |
|
Accumulated other comprehensive income (loss): |
|
|
|
|
|
|
|
|
Foreign currency translation |
|
|
39.1 |
|
|
|
16.8 |
|
Unrecognized pension liability |
|
|
(41.6 |
) |
|
|
(43.9 |
) |
Unrealized gain (loss) on derivatives, net |
|
|
0.1 |
|
|
|
(0.7 |
) |
|
|
|
|
|
|
|
Total accumulated other comprehensive loss |
|
|
(2.4 |
) |
|
|
(27.8 |
) |
|
|
|
|
|
|
|
Total stockholders’ equity |
|
|
1,128.4 |
|
|
|
1,010.8 |
|
|
|
|
|
|
|
|
|
|
$ |
3,206.4 |
|
|
$ |
2,933.3 |
|
|
|
|
|
|
|
|
See accompanying notes to the condensed consolidated financial statements.
2
ANIXTER INTERNATIONAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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|
Six Months Ended |
|
| |
|
July 1, |
|
|
July 2, |
|
| |
|
2011 |
|
|
2010 |
|
| |
|
(In millions) |
|
Operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
96.4 |
|
|
$ |
40.5 |
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
|
|
|
|
Net loss on retirement of debt |
|
|
— |
|
|
|
29.7 |
|
Depreciation |
|
|
11.2 |
|
|
|
11.2 |
|
Accretion of debt discount |
|
|
8.7 |
|
|
|
9.7 |
|
Deferred income taxes |
|
|
6.0 |
|
|
|
6.2 |
|
Amortization of intangible assets |
|
|
5.9 |
|
|
|
5.8 |
|
Stock-based compensation |
|
|
5.2 |
|
|
|
8.3 |
|
Amortization of deferred financing costs |
|
|
1.2 |
|
|
|
1.5 |
|
Excess income tax benefit from employee stock plans |
|
|
(5.8 |
) |
|
|
(1.4 |
) |
Changes in current assets and liabilities, net |
|
|
(111.8 |
) |
|
|
5.6 |
|
Other, net |
|
|
(4.2 |
) |
|
|
(5.8 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
12.8 |
|
|
|
111.3 |
|
Investing activities: |
|
|
|
|
|
|
|
|
Capital expenditures, net |
|
|
(14.5 |
) |
|
|
(10.1 |
) |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(14.5 |
) |
|
|
(10.1 |
) |
Financing activities: |
|
|
|
|
|
|
|
|
Proceeds from borrowings |
|
|
620.5 |
|
|
|
370.8 |
|
Repayment of borrowings |
|
|
(528.9 |
) |
|
|
(275.3 |
) |
Retirement of Convertible Notes due 2033 — debt component |
|
|
(37.3 |
) |
|
|
(27.8 |
) |
Retirement of Convertible Notes due 2033 — equity component |
|
|
(44.9 |
) |
|
|
(13.1 |
) |
Deferred financing costs |
|
|
(4.1 |
) |
|
|
— |
|
Payment of cash dividend |
|
|
(0.8 |
) |
|
|
— |
|
Proceeds from stock options exercised |
|
|
11.7 |
|
|
|
2.5 |
|
Excess income tax benefit from employee stock plans |
|
|
5.8 |
|
|
|
1.4 |
|
Retirement of Notes due 2014 |
|
|
— |
|
|
|
(150.8 |
) |
Purchases of common stock for treasury |
|
|
— |
|
|
|
(41.2 |
) |
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
22.0 |
|
|
|
(133.5 |
) |
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
|
20.3 |
|
|
|
(32.3 |
) |
Cash and cash equivalents at beginning of period |
|
|
78.4 |
|
|
|
111.5 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
98.7 |
|
|
$ |
79.2 |
|
|
|
|
|
|
|
|
See accompanying notes to the condensed consolidated financial statements.
3
ANIXTER INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation: The accompanying condensed consolidated financial statements should be
read in conjunction with the consolidated financial statements included in Anixter International
Inc.’s (“the Company”) Annual Report on Form 10-K for the year ended December 31, 2010. The
condensed consolidated financial information furnished herein reflects all adjustments (consisting
of normal recurring accruals), which are, in the opinion of management, necessary for a fair
presentation of the condensed consolidated financial statements for the periods shown. Certain
amounts have been reclassified to conform to the current year presentation. The results of
operations of any interim period are not necessarily indicative of the results that may be expected
for a full fiscal year.
Accounts receivable are net of allowances for doubtful accounts of $23.6 million and $25.0
million as of July 1, 2011 and December 31, 2010, respectively.
Recently issued accounting pronouncements not yet adopted: In May 2011, the Financial
Accounting Standards Board (“FASB”) issued guidance to amend the requirements related to fair value
measurement which changes the wording used to describe many requirements in Generally Accepted
Accounting Principles (“GAAP”) for measuring fair value and for disclosing information about fair
value measurements. Additionally, the amendments clarify the FASB’s intent about the application of
existing fair value measurement requirements. The amended guidance is effective for interim and
annual periods beginning after December 15, 2011, and is applied prospectively. Adoption of this
guidance at the beginning of fiscal 2012 is not expected to have a material impact on the Company’s
consolidated financial statements.
In June 2011, the FASB issued an update to Accounting Standards Codification (ASC) No. 220,
“Presentation of Comprehensive Income,” which eliminates the option to present other comprehensive
income and its components in the statement of stockholders’ equity. The Company can elect to
present the items of net income and other comprehensive income in a single continuous statement of
comprehensive income or in two separate, but consecutive statements. Under either method, the
statement would need to be presented with equal prominence as the other primary financial
statements. The amended guidance, which must be applied retrospectively, is effective for fiscal
years, and interim periods within those years, beginning after December 15, 2011, with earlier
adoption permitted.
NOTE 2. COMPREHENSIVE INCOME
Comprehensive income, net of tax, consisted of the following:
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|
|
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|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
|
Six Months Ended |
|
| |
|
July 1, |
|
|
July 2, |
|
|
July 1, |
|
|
July 2, |
|
| (In millions) |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Net income |
|
$ |
52.1 |
|
|
$ |
34.6 |
|
|
$ |
96.4 |
|
|
$ |
40.5 |
|
Foreign currency translation |
|
|
5.5 |
|
|
|
(20.0 |
) |
|
|
22.3 |
|
|
|
(13.0 |
) |
Changes in unrealized pension cost |
|
|
0.8 |
|
|
|
1.0 |
|
|
|
2.3 |
|
|
|
3.1 |
|
Changes in fair market value of derivatives |
|
|
0.2 |
|
|
|
0.6 |
|
|
|
0.8 |
|
|
|
(0.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
58.6 |
|
|
$ |
16.2 |
|
|
$ |
121.8 |
|
|
$ |
30.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
ANIXTER INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 3. INCOME PER SHARE
The following table sets forth the computation of basic and diluted income per share:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
|
Six Months Ended |
|
| |
|
July 1, |
|
|
July 2, |
|
|
July 1, |
|
|
July 2, |
|
| (In millions, except per share data) |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Income per Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
52.1 |
|
|
$ |
34.6 |
|
|
$ |
96.4 |
|
|
$ |
40.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding |
|
|
34.8 |
|
|
|
33.9 |
|
|
|
34.7 |
|
|
|
34.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per basic share |
|
$ |
1.50 |
|
|
$ |
1.02 |
|
|
$ |
2.78 |
|
|
$ |
1.19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Income per Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
52.1 |
|
|
$ |
34.6 |
|
|
$ |
96.4 |
|
|
$ |
40.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding |
|
|
34.8 |
|
|
|
33.9 |
|
|
|
34.7 |
|
|
|
34.1 |
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options and units |
|
|
0.4 |
|
|
|
0.5 |
|
|
|
0.5 |
|
|
|
0.5 |
|
Convertible notes due 2033 |
|
|
0.5 |
|
|
|
1.0 |
|
|
|
0.4 |
|
|
|
1.0 |
|
Convertible notes due 2013 |
|
|
0.6 |
|
|
|
— |
|
|
|
0.6 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted-average common shares outstanding |
|
|
36.3 |
|
|
|
35.4 |
|
|
|
36.2 |
|
|
|
35.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per diluted share |
|
$ |
1.43 |
|
|
$ |
0.98 |
|
|
$ |
2.66 |
|
|
$ |
1.14 |
|
The Company’s $300 million convertible notes due 2013 (“Notes due 2013”) are not currently
convertible. In periods when the Notes due 2013 are convertible, any conversion will be settled in
cash up to the principal amount, and any excess conversion value will be delivered, at the
Company’s election, in cash, common stock or a combination of cash and common stock. As a result
of the Company’s average stock price exceeding the conversion price of $59.78 per share during both
the three and six months ended July 1, 2011, 0.6 million additional shares related to the Notes due
2013 were included in the diluted weighted-average common shares outstanding. The Company’s
average stock price for the three and six months ended July 2, 2010 did not exceed the conversion
price and, therefore, the Notes due 2013 were antidilutive for this period.
The Company’s 3.25% zero coupon convertible notes due 2033 (“Notes due 2033”) are currently
convertible. In periods when the Notes due 2033 are convertible, any conversion will be settled in
cash up to the accreted principal amount, and any amount in excess of the accreted principal value
will be settled in common stock. As a result of the conversion value exceeding the average
accreted principal value during the three and six months ended July 1, 2011, the Company included
0.5 million and 0.4 million additional shares, respectively, related to the Notes due 2033 in the
diluted weighted-average common shares outstanding. During the three and six months ended July 2,
2010, the Company included 1.0 million additional shares for both periods related to the Notes due
2033 in the diluted weighted-average common shares outstanding.
In the three and six months ended July 1, 2011, 0.4 million and 0.5 million additional shares,
respectively, were included in the computation of diluted earnings per share relating to
exercisable stock options and units because the effect of these common stock equivalents were
dilutive during the periods presented. In both the three and six months ended July 2, 2010, 0.5
million additional shares were included in the computation of diluted earnings per share because
the effect of these common stock equivalents were dilutive during the periods presented.
5
ANIXTER INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In the three and six months ended July 1, 2011, the Company issued 0.2 million and 0.6
million shares, respectively, related to stock option exercises and vesting of stock units. In the
three and six months ended July 2, 2010, the Company issued 0.1 million and 0.3 million shares,
respectively, due to stock option exercises and vesting of stock units. During the six months
ended July 2, 2010, the Company repurchased 1 million of its outstanding shares. No repurchases
were made in the six months ended July 1, 2011.
NOTE 4. INCOME TAXES
The second quarter of 2011 tax provision was $31.2 million compared to $23.1 million in the
corresponding period of last year. The Company’s effective tax rate for the three months ended
July 1, 2011 was 37.5% as compared to 40.0% in the prior year period.
The tax provision for the six months ended July 1, 2011 was $57.8 million as compared to $27.0
million in the corresponding period in the prior year. The Company’s effective tax rate for the
six months ended July 1, 2011 was 37.5% compared to 40.0% in the prior year period.
The difference between the statutory corporate federal tax rate of 35% and the Company’s
effective tax rate was primarily due to state income taxes.
NOTE 5. DEBT
At July 1, 2011, the Company’s total debt outstanding was $964.2 million as compared to $892.4
million at December 31, 2010. The Company’s weighted-average cost of borrowings was 5.0% and 6.3%
for the three months ended July 1, 2011 and July 2, 2010, respectively, and 5.1% and 6.8% for the
six months ended July 1, 2011 and July 2, 2010, respectively.
Retirement of Debt
During the first six months of 2011, the Company retired a portion of the Notes due 2033 as a
result of repurchases and bondholder conversions. The Company paid approximately $82.2 million in
cash and $1.6 million was settled in stock. Available borrowings under the Company’s long-term
revolving credit facility were used to retire these notes. In connection with the retirement of
debt, the Company reduced the accreted value of the debt by $37.4 million, recorded a reduction in
equity of $44.9 million ($22.9 million, net of the reduction of deferred tax liabilities of $22.0
million). These reductions resulted in the recognition of a pre-tax gain of $0.1 million based on
the fair value of the liability and equity components at the time of retirement.
During the first quarter of 2010, the Company retired $121.9 million of accreted value of its
10% Senior Notes due 2014 (“Notes due 2014”) for $150.8 million. Available cash and other
borrowings were used to retire these notes. As a result of the retirement of debt, the Company
recognized a pre-tax loss of $30.5 million, inclusive of $2.5 million of debt issuance costs that
were written off and $0.3 million of fees associated with the retirement.
During the second quarter of 2010, the Company retired a portion of the Notes due 2033 for
$40.9 million. Available cash was used to retire these notes. In connection with the retirement
of debt, the Company reduced the accreted value of the debt by $28.6 million, recorded a reduction
in equity of $13.1 million (reflecting the fair value of the conversion option at the time of
repurchase) and reduced deferred tax liabilities by $8.0 million. The retirement of debt resulted
in the recognition of a pre-tax gain of $0.8 million.
Accounts Receivable Securitization Facility
In the second quarter of 2011, the Company’s primary operating subsidiary, Anixter Inc.,
amended the agreements governing its accounts receivable securitization program. The following key
changes were made to the program:
| |
• |
|
The size of the program increased from $200 million to $275 million. |
| |
| |
• |
|
The liquidity termination date of the program will be May 2013 (formerly a program
maturing July 2011). |
6
ANIXTER INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
• |
|
The renewed program carries an all-in drawn funding cost of Commercial Paper (“CP”)
plus 90 basis points (previously CP plus 115 basis points). |
| |
| |
• |
|
Unused capacity fees decreased from 57.5 to 60 basis points to 45 to 55 basis points
depending on utilization. |
All other material terms and conditions remain unchanged. As a result of the change in
maturity, this debt was classified as long-term on the Company’s condensed consolidated balance
sheet at July 1, 2011 (formerly short-term debt as of December 31, 2010).
Under Anixter’s accounts receivable securitization program, the Company sells, on an ongoing
basis without recourse, a majority of the accounts receivable originating in the United States to
Anixter Receivables Corporation (“ARC”), which is considered a wholly-owned, bankruptcy-remote
variable interest entity (“VIE”). The Company is the primary beneficiary as defined by accounting
guidance and, therefore, consolidates the account balances of ARC. As of July 1, 2011 and December
31, 2010, $517.9 million and $407.8 million of the Company’s receivables were sold to ARC,
respectively. ARC in turn sells an interest in these receivables to a financial institution for
proceeds up to $275.0 million. The assets of ARC (limited to the amount of outstanding borrowings)
are not available to creditors of Anixter in the event of bankruptcy or insolvency proceedings.
Other
Certain debt agreements entered into by the Company’s operating subsidiaries contain various
restrictions, including restrictions on payments to the Company. These restrictions have not had,
nor are expected to have, an adverse impact on the Company’s ability to meet its cash obligations.
The Company has approximately $259.8 million in available, committed, unused credit lines. At July
1, 2011, the Company has drawn $245.0 million of borrowings under its $275.0 million accounts
receivable facility.
In the second quarter of 2011, the Company’s primary operating subsidiary, Anixter Inc.,
refinanced its senior unsecured revolving credit facility. The following key changes were made to
the prior revolving credit agreement:
| |
• |
|
The size of the credit facility was increased from $350 million to $400 million
(or the equivalent in Euros). |
| |
| |
• |
|
The maturity date of the new agreement will be April 2016. |
| |
| |
• |
|
Anixter Inc. will be permitted to direct funds to the Company for payment of
dividends and share repurchases to a maximum of $175 million plus 50 percent of Anixter
Inc.’s cumulative net income from the effective date of the new agreement. |
| |
| |
• |
|
Anixter Inc. will be allowed to prepay, purchase or redeem indebtedness of the
Company, provided that its proforma leverage ratio (as defined in the agreement) is less
than or equal to 2.75 to 1.00 and that its unrestricted domestic cash balance plus
availability under the revolving credit agreement and the accounts receivable
securitization facility is equal to or greater than $175 million. |
| |
| |
• |
|
The pricing grid has been adjusted to a leverage-based pricing grid. Based on
Anixter Inc.’s current leverage ratio, the applicable margin will be Libor plus 200 basis
points, similar to the prior agreement. |
All other material terms and conditions of the revolving credit agreement, which is guaranteed
by the Company, are similar to the prior credit agreement. In connection with the amendment, the
Company recognized a pre-tax loss of $0.1 million due to a write-off of deferred financing fees
related to the prior revolving credit agreement.
See Note 7. “Fair Value Measurements” for information related to the fair value of outstanding
debt obligations.
7
ANIXTER INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 6. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Interest rate agreements: The Company uses interest rate swaps to reduce its exposure to
fluctuations in interest rates. The objective of the currently outstanding interest rate swaps
(cash flow hedges) is to convert variable interest to fixed interest associated with forecasted
interest payments resulting from revolving borrowings in the U.K. and continental Europe and are
designated as hedging instruments. The Company does not enter into interest rate transactions for
speculative purposes. Changes in the value of the interest rate swaps are expected to be highly
effective in offsetting the changes attributable to fluctuations in the variable rates. The
Company’s counterparties to its interest rate swap contracts have investment-grade credit ratings.
The Company expects the creditworthiness of its counterparties to remain intact through the term of
the transactions. When entered into, these financial instruments were designated as hedges of
underlying exposures (interest payments associated with the U.K. and continental Europe borrowings)
attributable to changes in the respective benchmark interest rates.
As of July 1, 2011, the Company had two interest rate swap agreements outstanding with
notional amounts of GBP 15 million and Euro 25 million. The GBP swap agreement obligates the
Company to pay a fixed rate through July 2012 while the Euro swap agreement obligates the Company
to pay a fixed rate through November 2011.
Foreign currency forward contracts: The Company purchases foreign currency forward contracts
to minimize the effect of fluctuating foreign currency-denominated accounts on its reported income.
The foreign currency forward contracts are not designated as hedges for accounting purposes. The
Company’s strategy is to negotiate terms for its derivatives and other financial instruments to be
perfectly effective, such that the change in the value of the derivative perfectly offsets the
impact of the underlying hedged item (e.g., various foreign currency-denominated accounts). The
Company’s counterparties to its foreign currency forward contracts have investment-grade credit
ratings. The Company expects the creditworthiness of its counterparties to remain intact through
the term of the transactions. The Company regularly monitors the creditworthiness of its
counterparties to ensure no issues exist which could affect the value of the derivatives.
At July 1, 2011 and December 31, 2010, foreign currency forward contracts were revalued at
then-current foreign exchange rates, with the changes in valuation reflected directly in “Other,
net” in the Condensed consolidated statements of operations offsetting the transaction gain/loss
recorded on the foreign currency-denominated accounts. At July 1, 2011 and December 31, 2010, the
notional amount of the foreign currency forward contracts outstanding was approximately $210.6
million and $223.0 million, respectively. The Company recorded losses on its foreign currency
forward contracts in the three and six months ended July 1, 2011 of $5.7 million and $3.5 million,
respectively, and gains of $0.8 million and $4.3 million in the three and six months ended July 2,
2010, respectively. Included in the gains and losses on the Company’s foreign currency forward
contracts were costs associated with the hedging programs of $0.5 million and $1.0 million for the
three months and six months, respectively, ended July 1, 2011 and July 2, 2010. The Company
recorded gains on the foreign currency-denominated accounts that were economically hedged in the three and six
months ended July 1, 2011 of $4.2 million and $1.8 million, respectively, and losses of $2.9
million and $7.7 million in the three and six months ended July 2, 2010, respectively. The Company
does not hedge 100% of its foreign currency-denominated accounts and results of the hedging can
vary significantly based on various factors, such as the timing of executing the foreign currency
forward contracts versus the movement of the currencies as well as the fluctuations in the account
balances throughout each reporting period.
See Note 7. “Fair Value Measurements” for information related to the fair value of interest
rate agreements and foreign currency forward contracts.
NOTE 7. FAIR VALUE MEASUREMENTS
The fair value of the Company’s debt instruments is measured using observable market
information which would be considered Level 2 in the fair value hierarchy described in accounting
guidance on fair value measurements.
The Company’s fixed-rate debt primarily consists of nonconvertible and convertible debt as
follows:
8
ANIXTER INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
• |
|
Nonconvertible fixed-rate debt consisting of the Company’s $200.0 million 5.95%
Senior Notes due 2015 (“Notes due 2015”) and Notes due 2014. |
| |
| |
• |
|
Convertible fixed-rate debt consisting of the Company’s Notes due 2013 and Notes due
2033. |
At July 1, 2011, the Company’s carrying value of its fixed-rate debt was $514.7 million as
compared to $543.6 million at December 31, 2010. The estimated fair market value of the Company’s
fixed-rate debt at July 1, 2011 and December 31, 2010 was $617.7 million and $672.8 million,
respectively. The decline in the carrying value and estimated fair market value is due to the
retirement of a portion of the Notes due 2033 during the first half of 2011. As of July 1, 2011
and December 31, 2010, the Company’s carrying value of its variable-rate debt was $449.5 million
and $348.8 million, respectively, which approximates the estimated fair market value.
The fair value of the interest rate swaps is determined by means of a mathematical model that
calculates the present value of the anticipated cash flows from the transaction using mid-market
prices and other economic data and assumptions, or by means of pricing indications from one or more
other dealers selected at the discretion of the respective banks. These inputs would be considered
Level 2 in the fair value hierarchy described in accounting guidance on fair value measurements.
At July 1, 2011 and December 31, 2010, interest rate swaps were revalued at current interest rates
with the changes in valuation reflected directly in “Accumulated Other Comprehensive Income (Loss)”
in the Company’s Condensed Consolidated Balance Sheets. The fair market value of the Company’s
outstanding interest rate agreements, which is the estimated exit price that the Company would pay
to cancel the interest rate agreements, was not significant at July 1, 2011 or December 31, 2010.
The fair value of the Company’s foreign currency forward contracts was not significant at July
1, 2011 or December 31, 2010. The fair value of the foreign currency forward contracts is based on
the difference between the contract rate and the current exchange rate. The fair value of the
foreign currency forward contracts is measured using observable market information. These inputs
would be considered Level 2 in the fair value hierarchy.
NOTE 8. PENSION PLANS
The Company has various defined benefit and defined contribution pension plans. The defined
benefit plans of the Company are the Anixter Inc. Pension Plan, Executive Benefit Plan and
Supplemental Executive Retirement Plan (“SERP”) (together the “Domestic Plans”) and various pension
plans covering employees of foreign subsidiaries (“Foreign Plans”). The majority of the Company’s
pension plans are non-contributory and cover substantially all full-time domestic employees and
certain employees in other countries. Retirement benefits are provided based on compensation as
defined in both the Domestic and Foreign Plans. The Company’s policy is to fund all Domestic Plans
as required by the Employee Retirement Income Security Act of 1974 (“ERISA”) and the Internal
Revenue Service (“IRS”) and all Foreign Plans as required by applicable foreign laws. The Executive
Benefit Plan and SERP are the only two plans that are unfunded. Assets in the various plans consist
primarily of equity securities and fixed income investments.
Components of net periodic pension cost are as follows (in millions):
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
| |
|
Domestic |
|
|
Foreign |
|
|
Total |
|
| |
|
July 1, |
|
|
July 2, |
|
|
July 1, |
|
|
July 2, |
|
|
July 1, |
|
|
July 2, |
|
| |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
1.8 |
|
|
$ |
1.5 |
|
|
$ |
1.4 |
|
|
$ |
1.1 |
|
|
$ |
3.2 |
|
|
$ |
2.6 |
|
Interest cost |
|
|
2.9 |
|
|
|
2.9 |
|
|
|
2.5 |
|
|
|
2.4 |
|
|
|
5.4 |
|
|
|
5.3 |
|
Expected return on plan assets |
|
|
(2.9 |
) |
|
|
(2.7 |
) |
|
|
(2.6 |
) |
|
|
(2.2 |
) |
|
|
(5.5 |
) |
|
|
(4.9 |
) |
Net amortization |
|
|
0.8 |
|
|
|
0.9 |
|
|
|
— |
|
|
|
0.2 |
|
|
|
0.8 |
|
|
|
1.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic cost |
|
$ |
2.6 |
|
|
$ |
2.6 |
|
|
$ |
1.3 |
|
|
$ |
1.5 |
|
|
$ |
3.9 |
|
|
$ |
4.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
ANIXTER INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Six Months Ended |
|
| |
|
Domestic |
|
|
Foreign |
|
|
Total |
|
| |
|
July 1, |
|
|
July 2, |
|
|
July 1, |
|
|
July 2, |
|
|
July 1, |
|
|
July 2, |
|
| |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
3.5 |
|
|
$ |
3.1 |
|
|
$ |
2.7 |
|
|
$ |
2.3 |
|
|
$ |
6.2 |
|
|
$ |
5.4 |
|
Interest cost |
|
|
6.0 |
|
|
|
5.8 |
|
|
|
4.9 |
|
|
|
4.9 |
|
|
|
10.9 |
|
|
|
10.7 |
|
Expected return on plan assets |
|
|
(5.9 |
) |
|
|
(5.4 |
) |
|
|
(5.1 |
) |
|
|
(4.5 |
) |
|
|
(11.0 |
) |
|
|
(9.9 |
) |
Net amortization |
|
|
1.7 |
|
|
|
1.7 |
|
|
|
0.1 |
|
|
|
0.4 |
|
|
|
1.8 |
|
|
|
2.1 |
|
Curtailment |
|
|
0.6 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.6 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic cost |
|
$ |
5.9 |
|
|
$ |
5.2 |
|
|
$ |
2.6 |
|
|
$ |
3.1 |
|
|
$ |
8.5 |
|
|
$ |
8.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 9. SUMMARIZED FINANCIAL INFORMATION OF ANIXTER INC.
The Company guarantees, fully and unconditionally, substantially all of the debt of its
subsidiaries, which include Anixter Inc. The Company has no independent assets or operations and
all subsidiaries other than Anixter Inc. are minor. The following summarizes the financial
information for Anixter Inc. (in millions):
ANIXTER INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| |
|
|
|
|
|
|
|
|
| |
|
July 1, |
|
|
December 31, |
|
| |
|
2011 |
|
|
2010 |
|
| |
|
(Unaudited) |
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
Current assets |
|
$ |
2,558.2 |
|
|
$ |
2,284.3 |
|
Property, equipment and capital leases, net |
|
|
104.0 |
|
|
|
99.8 |
|
Goodwill |
|
|
375.9 |
|
|
|
374.3 |
|
Other assets |
|
|
180.6 |
|
|
|
191.3 |
|
|
|
|
|
|
|
|
|
|
$ |
3,218.7 |
|
|
$ |
2,949.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholder’s Equity: |
|
|
|
|
|
|
|
|
Current liabilities |
|
$ |
983.7 |
|
|
$ |
1,067.4 |
|
Subordinated notes payable to parent |
|
|
9.5 |
|
|
|
8.5 |
|
Long-term debt |
|
|
691.3 |
|
|
|
394.4 |
|
Other liabilities |
|
|
134.8 |
|
|
|
160.6 |
|
Stockholder’s equity |
|
|
1,399.4 |
|
|
|
1,318.8 |
|
|
|
|
|
|
|
|
|
|
$ |
3,218.7 |
|
|
$ |
2,949.7 |
|
|
|
|
|
|
|
|
10
ANIXTER INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
ANIXTER INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
|
Six Months Ended |
|
| |
|
July 1, |
|
|
July 2, |
|
|
July 1, |
|
|
July 2, |
|
| |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Net sales |
|
$ |
1,612.8 |
|
|
$ |
1,367.2 |
|
|
$ |
3,130.3 |
|
|
$ |
2,639.8 |
|
Operating income |
|
$ |
99.2 |
|
|
$ |
71.8 |
|
|
$ |
183.6 |
|
|
$ |
130.3 |
|
Income before income taxes |
|
$ |
89.4 |
|
|
$ |
63.2 |
|
|
$ |
166.3 |
|
|
$ |
79.5 |
|
Net income |
|
$ |
54.9 |
|
|
$ |
40.1 |
|
|
$ |
103.8 |
|
|
$ |
52.5 |
|
NOTE 10. RESTRUCTURING CHARGE
In order to improve the Company’s profitability of the Company’s European segment, management
approved a facility consolidation and headcount reduction plan during the first quarter of 2011
that will eliminate a number of European facilities and reduce operating costs. As a result, the
Company recorded a pre-tax charge of $5.3 million which is included in “Operating Expenses” in the
Company’s Condensed Consolidated Statement of Operations for the six months ended July 1, 2011.
The charge includes certain exit costs and employee severance charges which are expected to be
fully paid by the end of fiscal 2013. Additional costs of approximately $0.8 million related to
moving expenses are expected to be recorded when incurred.
NOTE 11. STOCKHOLDERS’ EQUITY
Stock-Based Compensation
At the end of the second quarter of 2011, there were 2.3 million shares reserved for issuance
under various incentive plans. The Company’s Director Stock Unit Plan allows the Company to pay its
non-employee directors annual retainer fees and, at their election, meeting fees in the form of
stock units. Employee and director stock units are included in common stock outstanding on the
date of vesting and stock options are included in common stock outstanding upon exercise by the
participant. The fair value of stock options and stock units is amortized over the respective
vesting period representing the requisite service period.
The Company granted approximately 0.2 million stock units to employees during the six months
ended July 1, 2011. The weighted-average grant-date fair value of the employee stock units was
$69.91. During the six months ended July 1, 2011, the Company granted directors 18,679 stock units
with a weighted-average grant-date fair value of $64.80. The Company granted approximately 0.1
million stock options to employees during the six months ended July 1, 2011 that had a
weighted-average grant-date fair value of $28.50 and a weighted-average exercise price of $69.54.
The fair value of the stock options granted during the six months ended July 1, 2011 was estimated
using the Black-Scholes option pricing model with the following assumptions:
| |
|
|
|
|
|
|
| Expected Stock |
|
Risk-Free Interest |
|
Expected Dividend |
|
Average Expected |
| Price Volatility |
|
Rate |
|
Yield |
|
Life |
38% |
|
2.2% to 2.5% |
|
0% |
|
6.13 years |
Share Repurchase
In the six months ended July 2, 2010, the Company repurchased 1 million of its outstanding
shares for $41.2 million. Purchases were made in the open market using available cash on hand. No
repurchases were made in the six months ended July 1, 2011.
11
ANIXTER INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 12. LEGAL CONTINGENCIES
In April 2008, the Company voluntarily disclosed to the U.S. Departments of Treasury and
Commerce that one of its foreign subsidiaries may have violated U.S. export control laws and
regulations in connection with re-exports of goods to prohibited parties or destinations including
Cuba and Syria, countries identified by the State Department as state sponsors of terrorism. The
Company has performed a thorough review of its export and re-export transactions and did not
identify any other potentially significant violations. The Company has determined appropriate
corrective actions. The Company has submitted the results of its review and its corrective action
plan to the applicable U.S. government agencies. Civil penalties may be assessed against the
Company in connection with any violations that are determined to have occurred, but based on
information currently available, management does not believe that the ultimate resolution of this
matter will have a material effect on the business, operations or financial condition of the
Company.
In May 2009, Raytheon Co. filed for arbitration against one of the Company’s subsidiaries,
Anixter Inc., alleging that it had supplied non-conforming parts to Raytheon. Raytheon sought
damages of approximately $26 million. The arbitration hearing concluded in October 2010 and the
arbitration panel rendered its decision at the end of 2010. The arbitration panel entered an
interim award against the Company in the amount of $20.8 million. In April 2011, the arbitration
panel finalized the award to Raytheon to cover their attorneys’ fees and arbitration proceeding
costs in the amount of $1.5 million and the arbitration proceeding was closed. The Company has
appealed the awards. The Company recorded a pre-tax charge of $20.0 million in the fourth quarter
of 2010 which approximates the expected cost of the award after consideration of insurance
proceeds, fees, costs and interest on the award at 10% per annum until paid. There were no
significant changes to the Company’s accrual for this matter during the second quarter of 2011.
In September 2009, the Garden City Employees’ Retirement System filed a purported class action
under the federal securities laws in the United States District Court for the Northern District of
Illinois against the Company, its current and former chief executive officers and its former chief
financial officer. In November 2009, the Court entered an order appointing the Indiana Laborers
Pension Fund as lead plaintiff and appointing lead plaintiff’s counsel. In January 2010, the lead
plaintiff filed an amended complaint. The amended complaint principally alleges that the Company
made misleading statements during 2008 regarding certain aspects of its financial performance and
outlook. The amended complaint seeks unspecified damages on behalf of persons who purchased the
common stock of the Company between January 29 and October 20, 2008. In March 2011, the Court
dismissed the complaint but allowed the lead plaintiff the opportunity to re-plead its complaint.
Plaintiff did so in April 2011. The Company and the other defendants intend to continue to defend
themselves vigorously against the allegations. Based on facts known to management at this time, the
Company cannot estimate the amount of loss, if any, and, therefore, has not made any accrual for
this matter in these financial statements.
In October 2009, the Company disclosed to the U.S. Government that it may have violated laws
and regulations restricting entertainment of government employees. The Inspector General of the
relevant federal agency is investigating the disclosure and the Company is cooperating in the
investigation. Civil and or criminal penalties could be assessed against the Company in connection
with any violations that are determined to have occurred. Based on facts known to management at
this time, the Company cannot estimate the amount of loss, if any, and, therefore, has not made any
accrual for this matter in these financial statements.
From time to time, in the ordinary course of business, the Company and its subsidiaries become
involved as plaintiffs or defendants in various other legal proceedings not enumerated above. The
claims and counterclaims in such other legal proceedings, including those for punitive damages,
individually in certain cases and in the aggregate, involve amounts that may be material. However,
it is the opinion of the Company’s management, based on the advice of its counsel, that the
ultimate disposition of those proceedings will not be material.
12
ANIXTER INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 13. BUSINESS SEGMENTS
The Company is engaged in the distribution of communications and security products, electrical
wire and cable products and fasteners and other small parts (“C” Class inventory components) from
top suppliers to contractors and installers, and also to end users including manufacturers, natural
resources companies, utilities and original equipment manufacturers who use the Company’s products
as a component in their end product. The Company is organized by geographic regions, and
accordingly, has identified North America (United States and Canada), Europe and Emerging Markets
(Asia Pacific and Latin America) as reportable segments. The Company obtains and coordinates
financing, tax, information technology, legal and other related services, certain of which are
rebilled to subsidiaries. Certain corporate expenses are allocated to the segments based primarily
on specific identification, projected sales and estimated use of time. Interest expense and other
non-operating items are not allocated to the segments or reviewed on a segment basis. Intercompany
transactions are not significant.
Segment information for the three and six months ended July 1, 2011 and July 2, 2010 and as of
July 1, 2011 and December 31, 2010 was as follows (in millions):
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
|
Six Months Ended |
|
| |
|
July 1, |
|
|
July 2, |
|
|
July 1, |
|
|
July 2, |
|
| |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
$ |
1,141.3 |
|
|
$ |
983.4 |
|
|
$ |
2,211.0 |
|
|
$ |
1,879.5 |
|
Europe |
|
|
296.0 |
|
|
|
251.9 |
|
|
|
587.3 |
|
|
|
505.1 |
|
Emerging Markets |
|
|
175.5 |
|
|
|
131.9 |
|
|
|
332.0 |
|
|
|
255.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,612.8 |
|
|
$ |
1,367.2 |
|
|
$ |
3,130.3 |
|
|
$ |
2,639.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
$ |
84.8 |
|
|
$ |
63.3 |
|
|
$ |
160.7 |
|
|
$ |
114.2 |
|
Europe |
|
|
4.8 |
|
|
|
(0.7 |
) |
|
|
4.8 |
|
|
|
(0.2 |
) |
Emerging Markets |
|
|
8.2 |
|
|
|
7.5 |
|
|
|
15.4 |
|
|
|
13.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
97.8 |
|
|
$ |
70.1 |
|
|
$ |
180.9 |
|
|
$ |
127.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
July 1, |
|
|
December 31, |
|
| |
|
2011 |
|
|
2010 |
|
Total assets: |
|
|
|
|
|
|
|
|
North America |
|
$ |
2,198.0 |
|
|
$ |
2,043.9 |
|
Europe |
|
|
654.8 |
|
|
|
586.7 |
|
Emerging Markets |
|
|
353.6 |
|
|
|
302.7 |
|
|
|
|
|
|
|
|
|
|
$ |
3,206.4 |
|
|
$ |
2,933.3 |
|
|
|
|
|
|
|
|
13
ANIXTER INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following tables presents the changes in goodwill allocated to the Company’s reportable
segments during the six months ended July 1, 2011 (in millions):
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Six Months Ended July 1, 2011 |
|
| |
|
North America |
|
|
Europe(b) |
|
|
Emerging Markets |
|
|
Total |
|
Balance as of December 31, 2010 |
|
$ |
350.8 |
|
|
$ |
11.6 |
|
|
$ |
11.9 |
|
|
$ |
374.3 |
|
Acquisition related(a) |
|
|
(0.3 |
) |
|
|
— |
|
|
|
— |
|
|
|
(0.3 |
) |
Foreign currency translation |
|
|
0.6 |
|
|
|
0.7 |
|
|
|
0.6 |
|
|
|
1.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of July 1, 2011 |
|
$ |
351.1 |
|
|
$ |
12.3 |
|
|
$ |
12.5 |
|
|
$ |
375.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (a) |
|
In the six months ended July 1, 2011, the Company adjusted goodwill recognized in 2010 by
$0.3 million, related to the acquisition of Clark Security Products, Inc and General Lock, LLC
(collectively “Clark”) for which the Company paid $36.4 million, net of cash acquired. The
purchase price, as well as the allocation thereof, will be finalized in 2011. |
| |
| (b) |
|
Europe’s goodwill balance includes $100.0 million of accumulated impairment losses at
December 31, 2010 and July 1, 2011. |
NOTE 14. SUBSEQUENT EVENT
In July 2011, the Company retired the remaining Notes due 2033 for $24.9 million. The Company
paid approximately $11.6 million in cash to reduce the remaining accreted value of debt and issued
approximately 0.2 million shares of its common stock which represented approximately $13.3 million
of excess conversion value over the accreted principal amount. Available borrowings under the
Company’s long-term revolving credit facility were used to retire these notes.
14
ANIXTER INTERNATIONAL INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following is a discussion of the historical results of operations and financial condition
of Anixter International Inc. (the “Company”) and factors affecting the Company’s financial
resources. This discussion should be read in conjunction with the condensed consolidated financial
statements, including the notes thereto, set forth herein under “Financial Statements” and the
Company’s Annual Report on Form 10-K for the year ended December 31, 2010.
This report includes certain financial measures computed using non-Generally Accepted
Accounting Principles (“non-GAAP”) components as defined by the Securities and Exchange Commission
(“SEC”). Specifically, net sales, comparisons to the prior corresponding period, both worldwide
and in relevant geographic segments, are discussed in this report both on a Generally Accepted
Accounting Principle (“GAAP”) basis and excluding acquisitions and foreign exchange and copper
price effects (non-GAAP). The Company believes that by reporting organic growth which excludes the
impact of acquisitions, foreign exchange and copper prices, both management and investors are
provided with meaningful supplemental information to understand and analyze the Company’s
underlying sales trends and other aspects of its financial performance.
Non-GAAP financial measures provide insight into selected financial information and should be
evaluated in the context in which they are presented. These non-GAAP financial measures have
limitations as analytical tools, and should not be considered in isolation from, or as a substitute
for, financial information presented in compliance with GAAP, and non-financial measures as
reported by the Company may not be comparable to similarly titled amounts reported by other
companies. The non-GAAP financial measures should be considered in conjunction with the
consolidated financial statements, including the related notes, and Management’s Discussion and
Analysis of Financial Condition and Results of Operations included herein in this report.
Management does not use these non-GAAP financial measures for any purpose other than the reasons
stated above.
Financial Liquidity and Capital Resources
Overview
As a distributor, the Company’s use of capital is largely for working capital to support its
revenue base. Capital commitments for property, plant and equipment are limited to information
technology assets, warehouse equipment, office furniture and fixtures and leasehold improvements,
since the Company operates almost entirely from leased facilities. Therefore, in any given
reporting period, the amount of cash consumed or generated by operations other than from net
earnings will primarily be due to changes in working capital as a result of the rate of increases
or decreases to sales.
In periods when sales are increasing, the expanded working capital needs will be funded first
by cash from operations, secondly from additional borrowings and lastly from additional equity
offerings. In periods when sales are decreasing, the Company will have improved cash flows due to
reduced working capital requirements. During such periods, the Company will use the expanded cash
flow to reduce the amount of leverage in its capital structure until such time as the outlook for
improved economic conditions and growth are clear. Also, the Company will, from time to time, issue
or retire borrowings or equity in an effort to maintain a cost-effective capital structure
consistent with its anticipated capital requirements.
The Company believes it has a strong liquidity position, sufficient to meet its liquidity
requirements for the next twelve months. The Company generated $12.8 million of cash from
operations during the first half of 2011 despite the increased working capital requirements to
support the 18.6% sales growth. In the first half of 2010, cash flow generated from operations was
$111.3 million due to slower revenue growth and continuing working capital reductions. While the
Company expects positive cash flow during the remainder of the year, it expects that it will be
less than the prior year due to higher working capital requirements throughout the year.
15
ANIXTER INTERNATIONAL INC.
With a quarter-end cash balance of $98.7 million and available credit lines, the Company will
continue to evaluate the optimal use of these funds. The Company may from time to time repurchase
additional amounts of the Company’s outstanding shares or outstanding debt obligations. The Company
maintains the flexibility to utilize future cash flows to invest in the growth of the business, and
it believes that the current leverage on the balance sheet positions the Company to effectively
capitalize on the improved economic environment as well as additional acquisition opportunities
when they become available. The Company will continue to balance its focus on sales and earnings
growth with continuing efforts in cost control and working capital management. Maintaining a
strong and flexible financial position continues to be vital to funding investment in strategic
long-term growth initiatives.
Cash Flow
Due
to net income during the six months ended July 1, 2011, offset by the incremental working capital requirements to support the 18.6% sales growth in the
first half of 2011, the Company’s net cash generated from operations was $12.8 million. During the
first half of 2010, cash flow generated from operations was $111.3 million due to slower revenue
growth and reduced working capital requirements.
Consolidated net cash used in investing activities, consisting primarily of capital
expenditures, increased to $14.5 million in the six months ended July 1, 2011 from $10.1 million in
the six months ended July 2, 2010. Capital expenditures are expected to be approximately $30 to
$35 million in 2011 as the Company continues to invest in the consolidation of certain acquired
facilities in North America and Europe, information system upgrades and new software to support its
infrastructure and warehouse equipment.
Net cash provided by financing activities was $22.0 million in the six months ended July 1,
2011 compared to $133.5 million of net cash used in financing activities in the corresponding
period in 2010. Using available borrowings under the Company’s long-term revolving credit facility,
the Company retired a portion of its Notes due 2033 for $82.2 million. During the first half of
2011, the Company recorded deferred financing costs of $4.1 million related to the refinancing of
its revolving credit facility and accounts receivable securitization facility. In the six months
ended July 2, 2010, using net cash generated from operations and net proceeds from borrowings of
$95.5 million, the Company repurchased 1.0 million shares of common stock for $41.2 million and
retired a portion of its Notes due 2014 and Notes due 2033 for a total of $150.8 million and $40.9
million, respectively. The retirement of the Notes due 2014 resulted in the recognition of a
pre-tax loss of $30.5 million in the first quarter of 2010 while the retirement of the Notes due
2033 resulted in a pre-tax gain of $0.8 million in the second quarter of 2010.
Financing
In the second quarter of 2011, the Company’s primary operating subsidiary, Anixter Inc.,
amended the agreements governing its accounts receivable securitization program. The following key
changes were made to the program:
| |
• |
|
The size of the program increased from $200 million to $275 million. |
| |
| |
• |
|
The liquidity termination date of the program will be May 2013 (formerly a program
maturing July 2011). |
| |
| |
• |
|
The renewed program carries an all-in drawn funding cost of Commercial Paper (“CP”) plus
90 basis points (previously CP plus 115 basis points). |
| |
| |
• |
|
Unused capacity fees decreased from 57.5 to 60 basis points to 45 to 55 basis points
depending on utilization. |
All other material terms and conditions remain unchanged. As a result of the change in
maturity, this debt was classified as long-term on the Company’s condensed consolidated balance
sheet at July 1, 2011 (formerly short-term debt as of December 31, 2010).
In the second quarter of 2011, the Company’s primary operating subsidiary, Anixter Inc.,
refinanced its senior unsecured revolving credit facility. The following key changes were made to
the prior revolving credit agreement:
| |
• |
|
The size of the credit facility was increased from $350 million to $400 million
(or the equivalent in Euros). |
| |
| |
• |
|
The maturity date of the new agreement is April 2016. |
16
ANIXTER INTERNATIONAL INC.
| |
• |
|
Anixter Inc. will be permitted to direct funds to the Company for payment of
dividends and share repurchases to a maximum of $175 million plus 50 percent of Anixter
Inc.’s cumulative net income from the effective date of the new agreement. |
| |
| |
• |
|
Anixter Inc. will be allowed to prepay, purchase or redeem indebtedness of the
Company, provided that its proforma leverage ratio (as defined in the agreement) is less
than or equal to 2.75 to 1.00 and that its unrestricted domestic cash balance plus
availability under the revolving credit agreement and the accounts receivable
securitization facility is equal to or greater than $175 million. |
| |
| |
• |
|
The pricing grid has been adjusted to a leverage based pricing grid. Based on
Anixter Inc.’s current leverage ratio, the applicable margin will be Libor plus 200 basis
points, similar to the prior agreement. |
All other material terms and conditions of the revolving credit agreement, which is guaranteed
by the Company, are similar to the prior credit agreement. In connection with the amendment, the
Company recognized a pre-tax loss of $0.1 million due to a write-off of deferred financing fees
related to the prior revolving credit agreement.
As of July 1, 2011 and December 31, 2010, the Company’s short-term debt outstanding was $7.1
million and $203.6 million, respectively, and the Company’s long-term debt outstanding was $957.1
million and $688.8 million, respectively. Consolidated interest expense was $25.6 million and
$28.8 million in the first half of 2011 and 2010, respectively. The decrease in interest expense
was driven by a lower average-cost of debt than the year ago period. The Company’s
weighted-average cost of borrowings decreased to 5.1% in the first six months of 2011 from 6.8% in
the first six months of 2010 primarily due to the retirement of higher cost debt during 2010 and
the first half of 2011. Interest rates on 59.6% of the Company’s borrowings were fixed (either by
their terms or through hedging contracts) at the end of the second quarter of 2011. The Company’s
debt-to-total capital ratio was 46.1%, within its targeted range of 45% to 50%.
Certain debt agreements entered into by the Company’s operating subsidiaries contain various
restrictions, including restrictions on payments to the Company. These restrictions have not had,
nor are expected to have, an adverse impact on the Company’s ability to meet its cash obligations.
The Company has approximately $259.8 million in available, committed, unused credit lines. At July
1, 2011, the Company has drawn $245.0 million of borrowings under its $275.0 million accounts
receivable facility.
Executive Overview
The Company competes with distributors and manufacturers who sell products directly or through
existing distribution channels to end users or other resellers. The Company’s relationship with the
manufacturers for which it distributes products could be affected by decisions made by these
manufacturers as the result of changes in management or ownership as well as other factors.
Although the Company has strong relationships with its suppliers, the loss of a major supplier
could have a temporary adverse effect on the Company’s business, but would not have a lasting
impact since comparable products are available from alternate sources. For further information, see
Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31,
2010.
The Company’s operating results can be affected by changes in prices of commodities, primarily
copper, which are components in some of the products sold. Generally, as the costs of inventory
purchases increase due to higher commodity prices, the Company’s mark-up percentage to customers
remains relatively constant, resulting in higher sales revenue and gross profit. In addition,
existing inventory purchased at previously lower prices and sold as prices increase may result in a
higher gross profit margin. Conversely, a decrease in commodity prices in a short period of time
would have the opposite effect, negatively affecting financial results. The degree to which spot
market copper prices change affects product prices and the amount of gross profit earned will be
affected by end market demand and overall economic conditions. Importantly, however, there is no
exact measure of the effect of changes in copper prices, as there are thousands of transactions in
any given quarter, each of which has various factors involved in the individual pricing decisions.
Therefore, all references to the effect of copper prices are estimates.
Despite what continues to be a slower-than-anticipated macro economic recovery, all of the
Company’s business segments and end markets delivered strong year-on-year growth for the fifth
consecutive quarter. In addition to the 18.0% percent year-on-year sales increase, the Company also
achieved a 6.3% sequential increase in sales from the first quarter to the second quarter of 2011.
17
ANIXTER INTERNATIONAL INC.
The Company’s strategic initiatives are helping to fuel its sales growth in each of its end
markets around the world. These efforts have once again delivered well-balanced sales performance
across the Company’s geographic reporting segments with North America, Europe and Emerging Markets
all delivering excellent year-on-year sales increases ranging between 16% and 33%. Sales growth by
end market was also robust, with both Electrical Wire & Cable and OEM Supply end markets delivering
a 25% improvement year-on-year. In addition, the Enterprise Cabling and Security end market grew by
12%, with approximately one-third of that growth coming from the Clark acquisition.
Second quarter operating expenses of $275.5 million were 17.1% of sales compared to 17.8% in
the prior year quarter. Excluding the impact of the Clark acquisition of $8.5 million and exchange
rates of $9.0 million, year-on-year operating expenses increased by only $15.1 million or 6%, on a
10% organic increase in sales, demonstrating the leverage in the Company’s operating structure.
Expense increases were primarily volume related.
The momentum that has been building throughout this recovery is reflected in the Company’s
strong operating profit performance, which was driven by top-line growth coupled with excellent
gross margin management. Specifically, second quarter operating margin of 6.1% reached its highest
level in three years, due to a favorable end market sales mix driving a 30 basis point improvement
in gross margin combined with operating expense leverage delivering a 70 basis point improvement in
operating expense as a percentage of sales. This performance resulted in an incremental operating
profit leverage of 11% on the increased year-on-year sales.
Considering the uncertainty that has continued to exist in most major economies, the Company
believes that customer-specific business conditions and outlook are impacting capital spending
decisions more than broader macroeconomic factors. In the current environment, the strength of
customer relationships, quality of the Company’s value proposition and execution of
Company-specific growth initiatives are critical to the Company’s ability to drive growth.
Second Quarter 2011 Results of Operations
Consolidated Results of Operations
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
| |
|
July 1, |
|
July 2, |
|
Percent |
| |
|
2011 |
|
2010 |
|
Change |
| |
|
|
|
|
|
(In millions) |
|
|
|
|
Net sales |
|
$ |
1,612.8 |
|
|
$ |
1,367.2 |
|
|
|
18.0 |
% |
Gross profit |
|
$ |
373.3 |
|
|
$ |
313.0 |
|
|
|
19.3 |
% |
Operating expenses |
|
$ |
275.5 |
|
|
$ |
242.9 |
|
|
|
13.5 |
% |
Operating income |
|
$ |
97.8 |
|
|
$ |
70.1 |
|
|
|
39.6 |
% |
Net Sales: The Company’s net sales during the second quarter of 2011 increased $245.6 million,
or 18.0%, compared with the prior year quarter. Favorable effects of foreign exchange rates
increased sales by $47.2 million while an increase in copper prices and the fourth quarter of 2010
acquisition of Clark increased sales in the second quarter of 2011 by $30.4 million and $29.8
million, respectively, as compared to the year ago period. Excluding the favorable effects of
foreign exchange rates, copper prices and the fourth quarter of 2010 acquisition, the Company’s net
sales increased $138.2 million, or approximately 10.1%, in the second quarter of 2011 as compared
to the second quarter of 2010. All geographic segments as well as all worldwide end markets
(Enterprise Cabling and Security, Electrical Wire and Cable and OEM Supply) reported year-on-year
organic sales growth.
18
ANIXTER INTERNATIONAL INC.
Gross Margin: Gross margin increased in the second quarter of 2011 to 23.2% as compared to
22.9% in the prior year quarter mainly due to an improvement in the overall sales mix by end
market. The effects of higher copper prices did not impact gross
margin percentages significantly; however,
the effects of copper prices did increase gross profit dollars by $5.2 million in the second
quarter of 2011 as compared to the prior year. The Company continues to be pleased with the
stabilization of gross margin over the last four quarters. This trend, along with an improving
daily sales run rate, is a positive indicator that the economic recovery has resonated in most
parts of the Company’s business. However, gross margin continues to be negatively impacted by cost
pressures in the European OEM Supply business due to significant unilateral cost increases from
European-based fastener manufacturers. Despite the Company’s success in negotiating price increases
from its customers that offset the initial price increases from suppliers, the Company is now
dealing with additional supplier price increases. The Company’s level of success of negotiating
customer pricing in the context of long term contractual agreements, while selectively resourcing
some of these components to lower cost manufacturers, will determine the extent to which the
Company can offset these gross margin pressures over time.
Operating Expenses: Operating expenses increased 13.5% from $242.9 million in the year ago
period to $275.5 million in the second quarter of 2011. The second quarter of 2011 operating
expenses include an incremental $8.5 million related to the Clark acquisition and $9.0 million due
to changes in foreign exchange rates. Excluding these items, operating expenses increased $15.1
million, or 6.2%, on a 10.1% organic increase in sales. The current quarter increase in operating
expenses reflects higher variable costs associated with the increase in organic sales, including
higher variable incentive costs.
Operating Income: Operating income increased by $27.7 million, or 39.6%, to $97.8 million in
the second quarter of 2011 as compared to $70.1 million in the second quarter of 2010. The Clark
acquisition, favorable foreign exchange rate changes and higher copper prices increased operating
income by $0.9 million, $1.8 million and $5.2 million, respectively. The operating margin of 6.1%
in the current quarter compares to 5.1% in the year ago quarter. The strong operating margin
improvement was driven by both a higher gross margin and better operating leverage on higher sales.
Interest Expense: Consolidated interest expense was $12.8 million and $13.2 million in the
second quarter of 2011 and 2010, respectively. The decrease in interest expense was driven by a
lower average cost of debt than in the year ago quarter. The Company’s average cost of debt was
5.0% in the second quarter of 2011, down from the 6.3% level of the second quarter of 2010
primarily due to the retirement of higher cost debt. At the end of the second quarter of 2011,
59.6% of the Company’s outstanding debt had fixed interest rates either by the terms of the debt or
through hedging contracts.
Early Retirement of Debt: The second quarter of 2011 results included a pre-tax loss of $0.1
million related to the refinancing of certain credit facilities. This compares to a pre-tax gain
of $0.8 million associated with the early retirement of a portion of the Notes due 2033 in the
prior year period.
Other, net: The following represents the components of “Other, net” as reflected in the
Company’s Condensed Consolidated Statements of Operations for the second quarter of 2011 and 2010:
| |
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
| |
|
July 1, |
|
|
July 2, |
|
| |
|
2011 |
|
|
2010 |
|
| |
|
(In millions) |
|
Foreign exchange |
|
$ |
(0.9 |
) |
|
$ |
0.1 |
|
Cash surrender value of life insurance policies |
|
|
(0.2 |
) |
|
|
(0.3 |
) |
Other |
|
|
(0.5 |
) |
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
$ |
(1.6 |
) |
|
$ |
— |
|
|
|
|
|
|
|
|
19
ANIXTER INTERNATIONAL INC.
Due to the weakening of the U.S. dollar against certain foreign currencies, primarily in the
Emerging Markets where there are few cost-effective means of hedging, the Company recorded foreign
exchange losses of $0.9 million in the second quarter of 2011. Due to the remeasurement of
Venezuela’s bolivar denominated assets, other income and expense included a pre-tax foreign
exchange gain of $2.1 million in the second quarter of 2010 offset by comparable foreign exchange
losses and other expenses.
Income Taxes: The second quarter of 2011 tax provision was $31.2 million compared to $23.1
million in the corresponding period of last year. The Company’s effective tax rate for the three
months ended July 1, 2011 was 37.5% as compared to 40.0% in the prior year period. The lower
effective tax rate in the current quarter is primarily the result of improved earnings in all
reporting segments and various foreign tax effects. The difference between the statutory corporate
federal tax rate of 35% and the Company’s effective tax rate was primarily due to state income
taxes.
Net Income: For the second quarter of 2011, the Company reported net income of $52.1 million,
or $1.43 per diluted share, compared to $34.6 million, or $0.98 per diluted share, reported in the
year ago period, representing an increase of 50.5%. The year-on-year comparisons were impacted by
the prior quarter foreign exchange gain in Venezuela of $2.1 million, or $0.8 million net of tax,
and the pre-tax gain on the early retirement of debt of $0.8 million, or $0.5 million net of tax.
Excluding these items from the prior year, net income increased 56.3%.
North America Results of Operations
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
| |
|
July 1, |
|
July 2, |
|
Percent |
| |
|
2011 |
|
2010 |
|
Change |
| |
|
|
|
|
|
(In millions) |
|
|
|
|
Net sales |
|
$ |
1,141.3 |
|
|
$ |
983.4 |
|
|
|
16.0 |
% |
Gross profit |
|
$ |
267.1 |
|
|
$ |
225.5 |
|
|
|
18.5 |
% |
Operating expenses |
|
$ |
182.3 |
|
|
$ |
162.2 |
|
|
|
12.5 |
% |
Operating income |
|
$ |
84.8 |
|
|
$ |
63.3 |
|
|
|
33.8 |
% |
Net Sales: When compared to the second quarter of 2010, North America net sales in the second
quarter of 2011 increased 16.0% to $1,141.3 million from $983.4 million. Excluding favorable
effects of foreign exchange rate changes of $11.8 million, the impact of the acquisition of Clark
of $29.8 million and the impact of copper prices of $27.3 million, North America net sales were
$1,072.4 million in the second quarter of 2011, which represents an increase of $89.0 million, or
approximately 9.0%, as compared to the year ago quarter.
Gross Margin: Gross margin increased to 23.4% in the second quarter of 2011 from 22.9% in the
second quarter of 2010 mainly due to improved end market sales mix. The effects of higher copper
prices did not impact gross margin percentages significantly; however, the effects of copper prices did increase
gross profit dollars by $5.0 million in the second quarter of 2011 compared to the corresponding
period in the prior year.
Operating Expenses: Operating expenses increased $20.1 million, or 12.5%, in the second
quarter of 2011 from the year ago quarter. The acquisition of Clark and foreign exchange rate
changes increased operating expenses by $8.5 million and $1.6 million, respectively, in the current
quarter. Excluding the acquisition of Clark and foreign exchange, operating expenses increased
$10.0 million, or 6.2%, primarily due to variable costs associated with the 9.0% organic growth in
sales and higher variable compensation related costs.
Operating Income: The operating margin of 7.4% in the second quarter of 2011 compares to 6.4%
in the second quarter of 2010. The improvement in operating margin reflects a sales mix driven
gross margin improvement. Operating income increased by $21.5 million, or 33.8%, in the second
quarter of 2011 as compared to the year ago quarter. Favorable foreign exchange rate changes, the
acquisition and higher copper prices increased operating income by $1.2 million, $0.9 million and
$5.0 million, respectively.
20
ANIXTER INTERNATIONAL INC.
Europe Results of Operations
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
| |
|
July 1, |
|
July 2, |
|
Percent |
| |
|
2011 |
|
2010 |
|
Change |
| |
|
|
|
|
|
(In millions) |
|
|
|
|
Net sales |
|
$ |
296.0 |
|
|
$ |
251.9 |
|
|
|
17.5 |
% |
Gross profit |
|
$ |
72.0 |
|
|
$ |
58.8 |
|
|
|
22.5 |
% |
Operating expenses |
|
$ |
67.2 |
|
|
$ |
59.5 |
|
|
|
12.8 |
% |
Operating income (loss) |
|
$ |
4.8 |
|
|
$ |
(0.7 |
) |
|
nm |
Net Sales: When compared to the second quarter of 2010, Europe net sales increased 17.5%
to $296.0 million in the second quarter of 2011, including $3.1 million due to higher copper
prices. Favorable foreign exchange rates increased net sales by $26.9 million in the second
quarter of 2011. Excluding copper price effects and the favorable effects of foreign exchange rate
changes, Europe net sales were $266.0 million in the second quarter of 2011, which represents an
organic increase of $14.1 million, or approximately 5.6%, over the second quarter of 2010. This
growth is driven by higher sales in the OEM Supply end market due to the increased manufacturing
production in most vertical markets, together with solid growth in the Enterprise Cabling and
Security end market.
Gross Margin: Gross margin in the three months ended July 1, 2011 was 24.3% compared to 23.3%
in the corresponding period in 2010. The increase in gross margin is primarily due to stronger
sales in the higher margin OEM Supply end market as compared to the sales growth in the other end
markets. The effects of higher copper prices did not impact gross
margin percentages significantly; however, the
effects of higher copper prices increased gross profit dollars by $0.2 million in the second
quarter of 2011 as compared to the corresponding period in the prior year.
Operating Expenses: Operating expenses increased $7.7 million, or 12.8%, in the second quarter
of 2011 compared to the second quarter of 2010. Foreign exchange rate changes increased operating
expenses by $6.2 million in the second quarter of 2011. Excluding the foreign exchange rate
changes, operating expenses increased $1.5 million, or 2.3%, primarily due to variable costs
associated with the 5.6% organic growth in sales in the second quarter.
Operating Income: Operating profit was $4.8 million in the second quarter compared to an
operating loss of $0.7 million in the year ago period. Copper prices increased Europe’s operating
income by $0.2 million in the second quarter of 2011. Foreign exchange rate changes resulted in a
favorable impact of $0.2 million during the second quarter of 2011. Europe operating margin of 1.6%
in the second quarter of 2011 compared to a negative 0.3% in the year ago quarter.
Emerging Markets Results of Operations
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
| |
|
July 1, |
|
July 2, |
|
Percent |
| |
|
2011 |
|
2010 |
|
Change |
| |
|
|
|
|
|
(In millions) |
|
|
|
|
Net sales |
|
$ |
175.5 |
|
|
$ |
131.9 |
|
|
|
33.1 |
% |
Gross profit |
|
$ |
34.2 |
|
|
$ |
28.7 |
|
|
|
19.2 |
% |
Operating expenses |
|
$ |
26.0 |
|
|
$ |
21.2 |
|
|
|
22.9 |
% |
Operating income |
|
$ |
8.2 |
|
|
$ |
7.5 |
|
|
|
8.9 |
% |
Net Sales: Emerging Markets (Asia Pacific and Latin America) net sales in the second quarter
of 2011 increased 33.1% to $175.5 million from $131.9 million in the second quarter of 2010.
Excluding the favorable impact from changes in foreign exchange rates of $8.5 million, Emerging
Markets net sales increased 26.7%. All end markets contributed to the increase in sales in the
second quarter of 2011 as compared to the year ago quarter. The Company continues to invest in
initiatives to increase market penetration and expand product lines to drive growth in selected
countries within Emerging Markets.
21
ANIXTER INTERNATIONAL INC.
Gross Margin: During the three months ended July 1, 2011, Emerging Markets gross margin
decreased to 19.5% from 21.7% in the corresponding period in 2010. This decline was primarily
driven by a change in the mix of sales among various countries and end markets combined with an
increase in sales of lower margin communication products in Latin America. As the Company
continues to grow its sales from the initiative to expand the Company’s Wire and Cable end market,
a large portion of the sales increase is related to lower margin project business.
Operating Expenses: Operating expenses increased $4.8 million in the second quarter of 2011,
or 22.9%, compared to the second quarter of 2010. Foreign exchange rate changes increased
operating expenses by $1.2 million as compared to the year ago period. Excluding the effects of
foreign exchange rate changes, operating expenses increased 17.3% as compared to the year ago
quarter. This increase in operating expenses is in part due to investments within Latin America to
expand the Company’s presence in the Electrical Wire and Cable end market and the addition of new
Emerging Markets locations.
Operating Income: Emerging Markets operating income increased $0.7 million, or 8.9%, in the
second quarter of 2011 compared to the second quarter of 2010. The impact of foreign exchange rates
increased operating income by $0.4 million. Operating margin in the second quarter of 2011 and 2010
was 4.6% and 5.7%, respectively.
Six Months Ended July 1, 2011 Results of Operations
Consolidated Results of Operations
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Six Months Ended |
| |
|
July 1, |
|
July 2, |
|
Percent |
| |
|
2011 |
|
2010 |
|
Change |
| |
|
|
|
|
|
(In millions) |
|
|
|
|
Net sales |
|
$ |
3,130.3 |
|
|
$ |
2,639.8 |
|
|
|
18.6 |
% |
Gross profit |
|
$ |
726.0 |
|
|
$ |
602.7 |
|
|
|
20.5 |
% |
Operating expenses |
|
$ |
545.1 |
|
|
$ |
475.6 |
|
|
|
14.6 |
% |
Operating income |
|
$ |
180.9 |
|
|
$ |
127.1 |
|
|
|
42.4 |
% |
Net Sales: The Company’s net sales during the six months ended July 1, 2011 increased $490.5
million, or 18.6%, compared with the year ago period. Favorable effects of foreign exchange rates
increased sales by $67.2 million while an increase in copper prices and the fourth quarter of 2010
acquisition of Clark increased sales in the first half of 2011 by $55.6 million and $59.3 million,
respectively, as compared to the year ago period. Excluding the favorable effects of foreign
exchange rates, copper prices and the fourth quarter of 2010 acquisition, the Company’s net sales
increased $308.4 million, or approximately 11.7%, in the first six months of 2011 as compared to
the first six months of 2010. All geographic segments as well as all worldwide end markets
(Enterprise Cabling and Security, Electrical Wire and Cable and OEM Supply) reported year-on-year
organic sales growth.
Gross Margin: Gross margin increased in the first six months of 2011 to 23.2% as compared to
22.8% in the prior year period mainly due to an improvement in the overall sales mix by end market.
The effects of higher copper prices did not impact gross margin
percentages significantly; however, the
effects of copper prices did increase gross profit dollars by $10.2 million in the first six months
of 2011 as compared to the prior year. The Company continues to be pleased with the stabilization
of gross margin over the last three quarters. This trend, along with an improving daily sales run
rate, is a positive indicator that the economic recovery has resonated in most parts of the
Company’s business. However, gross margin continues to be negatively impacted by cost pressures in
the European OEM Supply business due to significant unilateral cost increases from European based
fastener manufacturers. Despite the Company’s success in negotiating price increases from its
customers that offset the initial price increases from suppliers, the Company is now dealing with
additional supplier price increases. The Company’s level of success of negotiating customer
pricing in the context of long term contractual agreements, while selectively resourcing some of
these components to lower cost manufacturers, will determine the extent to which the Company can
offset these gross margin pressures over time.
22
ANIXTER INTERNATIONAL INC.
Operating Expenses: Operating expenses increased 14.6% from $475.6 million in the year ago
period to $545.1 million in the first six months of 2011. The first half of 2011 operating
expenses include an incremental $16.9 million related to the Clark acquisition, $5.3 million for a
restructuring charge to rationalize the European cost structure and $12.6 million due to changes in
foreign exchange rates. Excluding these items, operating expenses increased $34.7 million, or 7.3%,
on a 11.7% organic increase in sales. The current period increase in operating expenses reflects
higher variable costs associated with the increase in organic sales, including higher variable
incentive costs.
Operating Income: Operating income increased by $53.8 million, or 42.4%, to $180.9 million in
the first six months of 2011 as compared to $127.1 million in the first six months of 2010. The
Clark acquisition, favorable foreign exchange rate changes and higher copper prices increased
operating income by $1.5 million, $2.6 million and $10.2 million, respectively. The operating
margin of 5.8% in the first half of 2011 compares to 4.8% in the year ago period. Excluding the
restructuring charge, operating margin was 6.0%. The strong operating margin improvement was
driven by both a higher gross margin and better operating leverage on higher sales.
Interest Expense: Consolidated interest expense was $25.6 million and $28.8 million in the
first six months of 2011 and 2010, respectively. The decrease in interest expense was driven by a
lower average cost of debt than in the year ago quarter. The Company’s average cost of debt was
5.1% in the first six months of 2011, down from the 6.8% level of the first six months of 2010
primarily due to the retirement of higher cost debt in the first quarter of last year. At the end
of the first six months of 2011, approximately 59.6% of the Company’s outstanding debt had fixed
interest rates either by the terms of the debt or through hedging contracts.
Early Retirement of Debt: The first six months of 2011 included a pre-tax gain of $0.1 million
related to the early retirement of the Notes due 2033. This gain was fully offset by a pre-tax
loss related to the refinancing of certain credit facilities. During the first half of 2010, the
Company retired a portion of its Notes due 2014 and Notes due 2033. The retirement of the Notes due
2014 resulted in the recognition of a pre-tax loss of $30.5 million while the retirement of the
Notes due 2033 resulted in a pre-tax gain of $0.8 million.
Other, net: The following represents the components of “Other, net” as reflected in the
Company’s Condensed Consolidated Statements of Operations for the first six months of 2011 and
2010:
| |
|
|
|
|
|
|
|
|
| |
|
Six Months Ended |
|
| |
|
July 1, |
|
|
July 2, |
|
| |
|
2011 |
|
|
2010 |
|
| |
|
(In millions) |
|
Foreign exchange |
|
$ |
(1.1 |
) |
|
$ |
(1.2 |
) |
Cash surrender value of life insurance policies |
|
|
0.7 |
|
|
|
0.3 |
|
Other |
|
|
(0.7 |
) |
|
|
(0.2 |
) |
|
|
|
|
|
|
|
|
|
$ |
(1.1 |
) |
|
$ |
(1.1 |
) |
|
|
|
|
|
|
|
Due to the weakening of the U.S. dollar against certain foreign currencies, primarily in the
Emerging Markets where there are few cost-effective means of hedging, the Company recorded foreign
exchange losses of $1.1 million and $1.2 million in the first six months of 2011 and 2010,
respectively. Due to the remeasurement of the Venezuelan bolivar, the foreign exchange loss for the
first six months of 2010 includes a foreign exchange gain of $2.1 million.
Income Taxes: The tax provision for the six months ended July 1, 2011 was $57.8 million
compared to $27.0 million in the corresponding period of last year. The Company’s effective tax
rate for the six months ended July 1, 2011 was 37.5% as compared to 40.0% in the prior year period.
The lower effective tax rate in the six months ended July 1, 2011 is primarily the result of
improved earnings in all reporting segments and various foreign tax effects. The difference between
the statutory corporate federal tax rate of 35% and the Company’s effective tax rate was primarily
due to state income taxes.
23
ANIXTER INTERNATIONAL INC.
Net Income: For the first six months of 2011, the Company reported net income of $96.4
million, or $2.66 per diluted share, compared to $40.5 million, or $1.14 per diluted share,
reported in the year ago period. The year-on-year comparisons were impacted by the European
restructuring charge of $0.09 per diluted share in the first six months of 2011 and the net loss on
the retirement of debt and the gain on the remeasurement of the Venezuelan bolivar in the prior
year quarter of $0.49 per diluted share. Excluding these items from both years, net income would
have been $99.7 million, or $2.75 per diluted share, as compared to $58.1 million, or $1.63 per
diluted share, in the year ago period, an increase of 71.6%.
North America Results of Operations
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Six Months Ended |
| |
|
July 1, |
|
July 2, |
|
Percent |
| |
|
2011 |
|
2010 |
|
Change |
| |
|
|
|
|
|
(In millions) |
|
|
|
|
Net sales |
|
$ |
2,211.0 |
|
|
$ |
1,879.5 |
|
|
|
17.6 |
% |
Gross profit |
|
$ |
518.9 |
|
|
$ |
430.2 |
|
|
|
20.6 |
% |
Operating expenses |
|
$ |
358.2 |
|
|
$ |
316.0 |
|
|
|
13.4 |
% |
Operating income |
|
$ |
160.7 |
|
|
$ |
114.2 |
|
|
|
40.7 |
% |
Net Sales: When compared to the first six months of 2010, North America net sales in the first
six months of 2011 increased 17.6% to $2,211.0 million from $1,879.5 million. Excluding favorable
effects of foreign exchange rate changes, the impact of the acquisition of Clark and copper prices
of $23.0 million, $59.3 million and $48.6 million, respectively, North America net sales were
$2,080.1 million in the first six months of 2011, which represents an increase of $200.6 million,
or approximately 10.7%, as compared to the corresponding period in the prior year.
Gross Margin: Gross margin increased to 23.5% in the first six months of 2011 from 22.9% in
the first six months of 2010 mainly due to improved end market sales mix. The effects of higher
copper prices did not impact gross margin percentages significantly; however, the effects of copper prices did
increase gross profit dollars by $8.9 million in the first six months of 2011 compared to the
corresponding period in the prior year.
Operating Expenses: Operating expenses increased $42.2 million, or 13.4%, in the first six
months of 2011 from the year ago period. The acquisition of Clark and foreign exchange rate
changes increased operating expenses by $16.9 million and $3.2 million, respectively, in the
current quarter. Excluding the acquisition of Clark and foreign exchange, operating expenses
increased $22.1 million, or 7.0%, primarily due to variable costs associated with the 10.7% organic
growth in sales and higher variable compensation related costs.
Operating Income: The operating margin of 7.3% in the first six months of 2011 compared to
6.1% in the first six months of 2010. The improvement in operating margin was driven by sales mix.
Operating income increased by $46.5 million, or 40.7%, in the first six months of 2011 as compared
to the year ago period. Favorable foreign exchange rate changes, the acquisition and higher copper
prices increased operating income by $1.9 million, $1.5 million and $8.9 million, respectively.
Europe Results of Operations
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Six Months Ended |
| |
|
July 1, |
|
July 2, |
|
Percent |
| |
|
2011 |
|
2010 |
|
Change |
| |
|
|
|
|
|
(In millions) |
|
|
|
|
Net sales |
|
$ |
587.3 |
|
|
$ |
505.1 |
|
|
|
16.3 |
% |
Gross profit |
|
$ |
141.6 |
|
|
$ |
118.3 |
|
|
|
19.7 |
% |
Operating expenses |
|
$ |
136.8 |
|
|
$ |
118.5 |
|
|
|
15.4 |
% |
Operating income (loss) |
|
$ |
4.8 |
|
|
$ |
(0.2 |
) |
|
nm |
24
ANIXTER INTERNATIONAL INC.
Net Sales: When compared to the first six months of 2010, Europe net sales increased
16.3% to $587.3 million in the first six months of 2011, including $7.0 million due to higher
copper prices. Favorable foreign exchange rates increased net sales by $30.8 million in the first
six months of 2011. Excluding copper price effects and the favorable effects of foreign exchange
rate changes, Europe net sales were $549.5 million in the first six months of 2011, which
represents an organic increase of $44.4 million, or approximately 8.8%, over the first six months
of 2010. This growth is driven by higher sales in the OEM Supply end market due to the increased
manufacturing production in most vertical markets, together with solid growth in the Enterprise
Cabling and Security end market.
Gross Margin: Gross margin in the six months ended July 1, 2011 was 24.1% compared to 23.4% in
the corresponding period in 2010. The increase in gross margin is primarily due to stronger sales
in the higher margin OEM Supply end market as compared to the sales growth in the other end
markets. The effects of higher copper prices did not impact gross
margin percentages significantly; however, the
effects of higher copper prices increased gross profit dollars by $1.3 million in the first six
months of 2011 as compared to the corresponding period in the prior year.
Operating Expenses: Operating expenses increased $18.3 million, or 15.4%, in the first six
months of 2011 compared to the first six months of 2010. The restructuring charge and foreign
exchange rate changes increased operating expenses by $5.3 million and $7.3 million, respectively,
in the first six months of 2011. Excluding the restructuring charge and foreign exchange, operating
expenses increased $5.7 million, or 4.8%, primarily due to variable costs associated with the 8.8%
organic growth in sales in the first six months.
Operating Income: Operating profit was $4.8 million in the first six months, including the
$5.3 million restructuring charge, which compared to an operating loss of $0.2 million in the year
ago period. Copper prices increased Europe’s operating income by $1.3 million in the first six
months of 2011. Foreign exchange rate changes resulted in a favorable impact of $0.1 million on the
operating income during the first six months of 2011. Europe operating margin, excluding the
restructuring charge, was 1.7% in the first six months of 2011 compared to no operating margin in
the year ago period.
Emerging Markets Results of Operations
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Six Months Ended |
| |
|
July 1, |
|
July 2, |
|
Percent |
| |
|
2011 |
|
2010 |
|
Change |
| |
|
|
|
|
|
(In millions) |
|
|
|
|
Net sales |
|
$ |
332.0 |
|
|
$ |
255.2 |
|
|
|
30.1 |
% |
Gross profit |
|
$ |
65.5 |
|
|
$ |
54.2 |
|
|
|
20.9 |
% |
Operating expenses |
|
$ |
50.1 |
|
|
$ |
41.1 |
|
|
|
22.1 |
% |
Operating income |
|
$ |
15.4 |
|
|
$ |
13.1 |
|
|
|
17.1 |
% |
Net Sales: Emerging Markets (Asia Pacific and Latin America) net sales in the first six months
of 2011 increased 30.1% to $332.0 million from $255.2 million in the first six months of 2010.
Excluding the favorable impact from changes in foreign exchange rates of $13.4 million, Emerging
Markets net sales increased 24.9%. All end markets contributed to the increase in sales in the
first six months of 2011 as compared to the year ago period. The Company continues to invest in
initiatives to increase market penetration and expand product lines to drive growth in selected
countries within Emerging Markets.
Gross Margin: During the six months ended July 1, 2011, Emerging Markets gross margin
decreased to 19.7% from 21.3% in the corresponding period in 2010. This decline was primarily
driven by a change in the mix of sales among various countries and end markets combined with less
favorable product mix. As the Company continues to grow its sales from the initiative to expand
the Company’s Wire and Cable end market, a large portion of the sales increase is related to lower
margin project business.
Operating Expenses: Operating expenses increased $9.0 million in the first six months of 2011,
or 22.1%, compared to the first six months of 2010. Foreign exchange rate changes increased
operating expenses by $2.1 million as compared to the year ago period. Excluding the effects of
foreign exchange rate changes, operating expenses increased 17.1% as compared to the year ago
period. This increase in operating expenses is in part due to
25
ANIXTER INTERNATIONAL INC.
investments within Latin America to expand the Company’s presence in the Electrical Wire and
Cable end market and the addition of new Emerging Markets locations.
Operating Income: Emerging Markets operating income increased $2.3 million, or 17.1%, in the
first six months of 2011 compared to the first six months of 2010. The impact of foreign exchange
rates increased operating income by $0.6 million. Operating margin in the first six months of 2011
was 4.6% compared to 5.1% in the first six months of 2010.
Critical Accounting Policies and New Accounting Pronouncements
There were no material changes in the Company’s critical accounting policies since the filing
of its 2010 Form 10-K. For further information about recently issued accounting pronouncements, see
Note 1. “Summary of Significant Accounting Policies” in the Notes to the Condensed Consolidated
Financial Statements. As discussed in the 2010 Form 10-K, the preparation of the consolidated
financial statements in conformity with accounting principles generally accepted in the United
States requires management to make certain estimates and assumptions that affect the amount of
reported assets and liabilities and disclosure of contingent assets and liabilities at the date of
the consolidated financial statements and revenues and expenses during the periods reported. Actual
results may differ from those estimates.
26
ANIXTER INTERNATIONAL INC.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There were no material changes to the Company’s market risks and related disclosures in Item
7A. of Part II in its Annual Report on Form 10-K for the year ended December 31, 2010, as filed
with the Securities and Exchange Commission on February 28, 2011.
ITEM 4. CONTROLS AND PROCEDURES.
Under the supervision and with the participation of the Company’s management, including its
principal executive officer and principal financial officer, the Company conducted an evaluation as
of July 1, 2011 of the effectiveness of the design and operation of its disclosure controls and
procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange
Act of 1934, as amended (“Exchange Act”). Based on this evaluation, the Company’s principal
executive officer and principal financial officer concluded that the Company’s disclosure controls
and procedures were effective as of July 1, 2011. There was no change in the Company’s internal
control over financial reporting that occurred during the three months ended July 1, 2011 that has
materially affected, or is reasonably likely to materially affect, the Company’s internal control
over financial reporting.
27
ANIXTER INTERNATIONAL INC.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Information regarding legal proceedings is contained in Note 12. “Legal Contingencies” to the
Condensed Consolidated Financial Statements contained in this Report and is incorporated herein by
reference.
ITEM 1A. RISK FACTORS.
There were no material changes to the risk factors disclosed in Item 1A of Part 1 in our
Annual Report on Form 10-K for the year ended December 31, 2010, as filed with the Securities and
Exchange Commission on February 28, 2011.
28
ANIXTER INTERNATIONAL INC.
ITEM 6. EXHIBITS.
| |
|
|
|
(10)
|
|
Material contracts. |
|
|
|
10.1
|
|
Anixter Amended and Restated Excess Benefit Plan effective January 1,
2011. |
|
|
|
(31)
|
|
Rule 13a — 14(a) / 15d — 14(a) Certifications. |
|
|
|
31.1
|
|
Robert J. Eck, President and Chief Executive Officer, Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2
|
|
Theodore A. Dosch, Executive Vice President-Finance and Chief Financial
Officer, Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
(32)
|
|
Section 1350 Certifications. |
|
|
|
32.1
|
|
Robert J. Eck, President and Chief Executive Officer, Certification
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. |
|
|
|
32.2
|
|
Theodore A. Dosch, Executive Vice President-Finance and Chief Financial
Officer, Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
101.INS*
|
|
XBRL Instance Document |
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document |
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
|
| * |
|
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible
Business Reporting Language): (i) the Condensed Consolidated Statements of Income for the three and
six months ended July 1, 2011 and July 2, 2010, (ii) the Condensed Consolidated Balance Sheets at
July 1, 2011 and December 31, 2010, (iii) the Condensed Consolidated Statements of Cash Flows for
the six months ended July 1, 2011 and July 2, 2010, and (iv) Notes to Condensed Consolidated
Financial Statements for the six months ended July 1, 2011. Users of this data are advised pursuant
to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a
registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of
1933, is deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934,
and otherwise is not subject to liability under these sections. |
29
ANIXTER INTERNATIONAL INC.
SIGNATURES
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.
| |
|
|
|
|
| |
ANIXTER INTERNATIONAL INC.
|
|
| August 5, 2011 |
By: |
/s/ Robert J. Eck
|
|
| |
|
Robert J. Eck |
|
| |
|
President and Chief Executive Officer |
|
| |
| |
|
|
| August 5, 2011 |
By: |
/s/ Theodore A. Dosch
|
|
| |
|
Theodore A. Dosch |
|
| |
|
Executive Vice President — Finance
and Chief Financial Officer |
|
| |
30