Colt Defense LLC Form 10-K Annual Report Filed 2013-03-26
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SECURITIES AND EXCHANGE COMMISSION FORM 10-K Annual report pursuant to section 13 and 15(d) Filing Date: 2013-03-26 | Period of Report: 2012-12-31 SEC Accession No. 0001104659-13-024404 (HTML Version on secdatabase.com) FILER Colt Defense LLC Mailing Address Business Address 547 NEW PARK AVENUE 547 NEW PARK AVENUE CIK:1508677| IRS No.: 202902260 | State of Incorp.:DE | Fiscal Year End: 1231 WEST HARTFORD CT 06110 WEST HARTFORD CT 06110 Type: 10-K | Act: 34 | File No.: 333-171547 | Film No.: 13716426 860-232-4489 SIC: 3480 Ordnance & accessories, (no vehicles/guided missiles) Colt Finance Corp. Mailing Address Business Address 547 NEW PARK AVENUE 547 NEW PARK AVENUE CIK:1512369| IRS No.: 271237687 | State of Incorp.:DE WEST HARTFORD CT 06110 WEST HARTFORD CT 06110 Type: 10-K | Act: 34 | File No.: 333-171547-01 | Film No.: 13716427 (860) 244-1348 Copyright © 2014 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934. For the transition period from to Commission file number 333-171547 Colt Defense LLC Colt Finance Corp. (Exact name of Registrant as specified in its charter) Delaware 32-0031950 Delaware 27-1237687 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 547 New Park Avenue, West Hartford, CT 06110 (Address of principal executive offices) (Zip Code) Registrants telephone number, including area code: (860) 232-4489 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes x No o Indicate by a check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and 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 x No o Indicate by check mark whether the Registrant had 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 shorter period that the Registrant was required to submit and post such files). Yes x No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained tot the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x Indicate by a 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. Large accelerated filer o Accelerated filer o Non-accelerated filer x 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 x The number of shares outstanding of the Registrants common stock as of March 25, 2013: None. Documents incorporated by reference: None Table of Contents COLT DEFENSE LLC TABLE OF CONTENTS Page PART I Item 1. Business 3 Item 1A. Risk Factors 10 Item 1B. Unresolved Staff Comments 24 Item 2. Properties 24 Item 3. Legal Proceedings 24 Item 4. Mine Safety Disclosures 25 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PART II Item 5. Market for the Companys Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 26 Item 6. Selected Financial Data 26 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations 27 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 42 Item 8. Financial Statements and Supplementary Data 43 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 75 Item 9A. Controls and Procedures 75 Item 9B. Other Information 75 PART III Item 10. Directors, Executive Officers and Corporate Governance 76 Item 11. Executive Compensation 78 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stock Matters 87 Item 13. Certain Relationships and Related Transactions and Director Independence 89 Item 14. Principal Accountant Fees and Services 90 PART IV Item 15. Exhibits and Financial Statement Schedules 92 Signatures 95 2 Table of Contents This Annual Report on Form 10-K, including the Managements Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, that are subject to the safe harbor created by those sections. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or our future financial performance and/or operating performance are not statements of historical fact and reflect only our current expectations regarding these matters. These statements are often, but not always, made through the use of words such as may, will, expect, anticipate,believe, intend, predict, potential, estimate, plan or variations of these words or similar expressions. These statements inherently involve a wide range of known and unknown uncertainties. Our actual actions and results may differ materially from what is expressed or implied by these statements. Factors that could cause such a difference include, but are not limited to, those set forth as Risk Factors under Item 1A herein. Given these factors, you should not rely on forward-looking statements, assume that past financial performance will be a reliable indicator of future performance nor use historical trends to anticipate results or trends in future periods. We expressly disclaim any obligation or intention to provide updates to the forward-looking statements and estimates and assumptions associated with them. Certain monetary amounts, percentages and other figures included in this report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. In this Annual Report on Form 10-K, unless the context otherwise requires, or unless specifically stated otherwise, references to the terms we, our, us, Colt Defense and the Company refer to Colt Defense LLC, Colt Finance Corp. and all of their subsidiaries that are consolidated under GAAP. PART I Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item 1. Business Company overview Colt Defense LLC was formed in 2002 as a Delaware limited liability company as a result of the re-organization of Colts Manufacturing Company, Inc. (Colts Manufacturing). The defense and law enforcement rifle business, under Colt Defense, was separated from the commercial handgun business. Through their respective affiliates, Sciens Management LLC, referred to herein as Sciens Management, and funds managed by an affiliate of The Blackstone Group, L.P., referred to herein as the Blackstone Funds, beneficially own a substantial portion of Colt Defenses limited liability company interests. We are one of the worlds leading designers, developers and manufacturers of small arms weapons systems for individual soldiers and law enforcement personnel. We have supplied small arms weapons systems to more than 80 countries by expanding our portfolio of products and services to meet evolving military and law enforcement requirements around the world. Our products have proven themselves under the most severe and varied battle conditions. We also modify our rifles and carbines for civilian use and sell them to Colts Manufacturing, which sells them into the commercial market. We have historically been the U.S. militarys sole supplier of the M4 carbine, the U.S. Armys standard issue rifle, the Canadian militarys exclusive supplier of the C8 carbine and C7 rifle and a supplier of other small arms weapons systems to U.S., Canadian and international law enforcement agencies. Furthermore, our development and sales of M4 carbines and over 50 years of sales of M16 rifles have resulted in a global installed base of more than 7 million M16/M4 small arms weapons systems. Our expertise in designing and manufacturing small arms weapons systems enables us to integrate new technologies and features to upgrade our large installed base, develop international co-production opportunities and capitalize on our experience building to stringent military standards to make commercial rifles and carbines with exceptional reliability, performance and accuracy. We trace our history to Colonel Samuel Colt, who launched a company that is part of American folklore. A post-Civil War slogan stated, Abe Lincoln may have freed all men, but Sam Colt made them equal.