UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-K

 

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

 

 

Commission File Number: 001-33337

 

COLEMAN CABLE, INC.

(Exact name of registrant as specified in its charter)

 

 

1530 Shields Drive
Waukegan, Illinois 60085

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:

(847) 672-2300

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Securities registered pursuant to Section 12(g) of the Act:

None

 

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 þ

 

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 o     No þ

 

Indicate by check mark whether the registrant: (1) has filed all reports 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 requirement 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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o     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, to the best of registrant’s 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.  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):

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o     No þ

 

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2009 was $30,862,722.

 

Common shares outstanding as of February 28, 2010 16,889,798

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Part III of this Annual Report on Form 10-K incorporates by reference portions of the registrant’s Proxy Statement for its 2010 Annual Meeting of Stockholders to be held on April 30, 2010.

 

 

TABLE OF CONTENTS

 

 

TRADEMARKS

 

Our trademarks, service marks and trade names referred to in this report include American Contractor^®, Barontm, Booster-in-a-Bag^®, CCI^®, Clear Signaltm, Coilex^®, Copperfield^®, Cool Colorstm, Corra/Clad^®, Luma-Site^®, Maximum Energy^®, Moonrays^®, Plencote^®, Polar-Flextm, Polar-Rig 125(R), Polar Solar^®, Power Station^®, Push-Locktm, Quadnector^®, Road Power^®, Royal^®, Seoprene^®, Signal^®, Tri-Source^®, Trinector^®, Woods^® Yellow Jacket^® and X-Treme Boxtm, among others.

 

 

Cautionary Note Regarding Forward-Looking Statements

 

Various statements contained in this report, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should,” or the negative thereof or other variations thereon or comparable terminology. In particular, statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance contained in this report, including certain statements contained in “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are forward-looking statements.

 

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed under “Risk Factors,” and elsewhere in this report may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations include:

 

 

Given these risks and uncertainties, we caution you not to place undue reliance on these forward-looking statements. In addition, any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. We do not undertake and specifically decline any obligation to update any of these statements or to publicly announce the result of any revisions to any of these statements to reflect future events or developments, therefore, you should not rely on these forward-looking statements as representing our views as on any date subsequent to today.

General

 

Coleman Cable, Inc. (the “Company,” “Coleman,” “we,” “us” or “our”) is a leading designer, developer, manufacturer and supplier of electrical wire and cable products for consumer, commercial and industrial applications, with operations primarily in the United States (“U.S.”) and, to a lesser degree, Canada. Our broad line of wire and cable products enables us to offer our customers a single source for many of their wire and cable product requirements. We sell our products to more than 8,000 active customers in diverse end markets, including a wide range of specialty distributors, retailers and original equipment manufacturers (“OEMs”). Virtually all of our products are sold to customers located in either the U.S. or Canada.

 

Company History

 

We were incorporated in Delaware in 1999. The majority of our operations prior to our 2007 acquisitions, as discussed below, came from Coleman Cable Systems, Inc., our predecessor company, which was formed in 1970 and which we acquired in 2000. G. Gary Yetman, our President and Chief Executive Officer, joined our predecessor in 1986, and Richard N. Burger, our Executive Vice President, Chief Financial Officer, Secretary and Treasurer, joined our predecessor in 1996.

 

In March 2007, we registered 16.8 million shares of our common stock pursuant to a registration rights agreement we had executed in 2006 with our principal shareholders in connection with a private placement of our common stock. Upon completion of this registration in March 2007, our common stock became listed on the NASDAQ Global Market under the symbol “CCIX.”

 

2007 Acquisitions

 

We made two significant acquisitions during 2007 (collectively, the “2007 Acquisitions”). In April 2007, we acquired 100% of the outstanding equity interests of Copperfield, LLC (“Copperfield”) for $215.4 million, including acquisition-related costs and working capital adjustments. At the time of our acquisition, Copperfield was one of the largest privately-owned manufacturers and suppliers of electrical wire and cable products in the U.S., with annual sales in excess of $500 million. Then in November 2007, we acquired the electrical products business of Katy Industries, Inc. (“Katy”), which operated in the U.S. as Woods Industries, Inc. (“Woods U.S.”) and in Canada as Woods Industries (Canada) Inc. (“Woods Canada”), collectively referred to herein as Woods (“Woods”). The principal business of Woods was the design and distribution of consumer electrical cord products, sold principally to national home improvement, mass merchant, hardware and other retailers. We purchased certain assets of Woods U.S. and all the stock of Woods Canada for $53.8 million, including acquisition-related costs and working capital adjustments. The acquisition of Woods, which at the time of our acquisition had annual sales of approximately $200 million, both expanded our U.S. business and enhanced our market presence and penetration in Canada.

 

Results of operations for the 2007 Acquisitions have been included in our consolidated financial statements since their respective acquisition dates. Accordingly, our 2007 consolidated operating results reflect approximately nine months of Copperfield activity: April 2, 2007 to December 31, 2008, and one month of Woods activity: November 30, 2007 to December 31, 2008. See further discussion within Part II, Item 7 and in Note 2 of Notes to Consolidated Financial Statements contained in Part II, Item 8 of this document.

 

We financed the above acquisitions primarily with proceeds received from the issuance of debt and borrowings under our revolving credit facility, thereby significantly increasing our total outstanding debt in 2007. See further discussion within the “Liquidity and Capital Resources” section in Part II, Item 7 of this document.

 

Business Overview

 

We produce products across four primary product lines: (1) industrial wire and cable, including portable cord, machine tool wiring, welding and mining cable and other power cord products; (2) electronic wire, including telephone, security and coaxial cable, thermostat wire and irrigation cable; (3) assembled wire and cable products, including extension cords, booster and battery cable, lighting products and surge and strip products; and (4) fabricated bare wire, including stranded, bunched, and single-end copper, copper clad steel and various copper alloy wire.

The core component of most of our products is copper wire which we draw from copper rod into a variety of gauges of both solid and stranded copper wires. We use a significant amount of the copper wire that we produce as an input into the production of our finished wire and cable products, while the remainder of our copper wire production is sold in the form of bare copper wire (in a variety of gauges) to external OEMs and wire and cable producers. In the majority of our wire and cable products, a thermoplastic or thermosetting insulation is extruded over the bare wire (in a wide array of compounds, quantities, colors and gauges) and then cabled (twisted) together with other insulated wires. An outer jacket is then extruded over the cabled product. This product is then coiled or spooled and packaged for sale or processed further into a cable assembly.

 

Our business is organized into two reportable segments: (1) Distribution, and (2) OEM. We sell products from all of our four product lines across each of our business segments. Within these two reportable segments, we sell our products into multiple channels, including electrical distribution, wire and cable distribution, OEM/government, heating, ventilation, air conditioning and refrigeration (“HVAC/R”), irrigation, industrial/contractor, security/home automation, recreation/transportation, copper fabrication, retail and automotive.

 

More detailed information regarding our primary product lines and segments is set forth below within the “Product Overview” and “Segment Overview” sections, as well as within Note 16 of Notes to Consolidated Financial Statements contained in Part II, Item 8 of this document.

 

Industry and Competitive Overview

 

The wire and cable industry is mature and though it has experienced significant consolidation over the past few years, it remains fragmented, characterized by a large number of competitors. The market segments in which we compete are highly competitive, with numerous competitors, many of whom are large, well-established companies with greater financial resources. Each of our product lines competes with at least one major competitor; however, due to the diversity of our product offering, most of our competitors do not offer the entire spectrum of our product lines. Many of our products are made to industry specifications and, therefore, may be interchangeable with our competitors’ products. We compete with other suppliers based on factors such as breadth of product offering, inventory availability, delivery time, price, quality, customer service and relationships, brand recognition and logistics capabilities. We believe we can compete effectively on the basis of each of these factors.

 

As noted above, copper comprises one of the major components for cable and wire products. Cable and wire manufacturers are generally able to pass through changes in the cost of copper to customers. However, there can be timing delays of varying lengths for implementing price changes depending on the type of product, competitive conditions, particular customer arrangements and inventory management. The cost of our products typically comprises a relatively small component of the overall cost of end products produced by customers in each of our end markets. As a result, our customers are generally less sensitive to marginal fluctuations in the price of copper as our products make up a relatively small portion of their overall purchases. However, when copper prices drop significantly over a relatively short period of time, as was the case in late 2008, it becomes more difficult to delay the impact of such declines on product pricing. Additionally, when overall sales demand declines within our end markets, as was also the case in late 2008 and into 2009, there can be incremental competitive pricing pressure due to significant underutilized capacity within the supplier industry.

 

Product Overview

 

Net sales across our four major product lines were as follows:

 

Industrial Wire and Cable

 

Our industrial wire and cable product line includes portable cord, machine tool wiring, welding, mining, pump, control, stage/lighting, diesel/locomotive and metal clad cables and other power cord products. These are medium power supply cables used for permanent or temporary connections between a power source (such as a power panel, receptacle or transformer) and a device (such as a motor, light, transformer or control panel). These products are used in construction, industrial MRO and OEM applications, such as airline support systems, wind turbines, cranes, marinas, offshore drilling, fountains, car washes, sports lighting, construction, food processing, forklifts, mining and military applications. Our brands in this product line include Royal, Seoprene, Corra/Clad and Polar-Rig 125.

 

Electronic Wire

 

Our electronic wire product line includes telephone, security, coaxial, industrial automation, twinaxial, fire alarm, plenum and home automation cables. These cables permanently connect devices, and they provide power, signal, voice, data or video transmissions from a device (such as a camera, alarm or terminal) to a source (such as a control panel, splice strip or video recorder). These products are used in applications such as telecommunication, security, fire detection, access control, video monitoring, data transmission, intercom and home automation systems. Our primary brands in this product line include Signal, Plencote, Soundsational and Clear Signal.

 

Our electronic wire product line also includes low voltage cable products comprised of thermostat wire and irrigation cables. These cables permanently connect devices, and they provide low levels of power between devices in a system (such as a thermostat and the switch on a furnace, or a timer and a switch, device or sensor). They are used in applications such as HVAC/R, energy management, home sprinkler systems and golf course irrigation. We sell many of our low voltage cables under the Baron, BaroStat and BaroPak brand names.

 

Assembled Wire and Cable Products

 

Our assembled wire and cable products include multiple types of extension cords, as well as ground fault circuit interrupters, portable lighting (incandescent, fluorescent and halogen), retractable reels, holiday items, solar lighting, recreational vehicle (“RV”) cords and adapters, and surge and strip products. For the automotive aftermarket we offer booster cables, battery cables and battery accessories. Our brands in this area of our business include Polar Solar, Power Station, American Contractor, Road Power, Woods, Moonrays, Booster-in-a-Bag, Tri-Source, Trinector, Yellow Jacket, Quadnector, Luma-Site, Coilex, Stripes and Cool Colors, as well as privately-labeled brands.

 

Fabricated Bare Wire Products

 

Our fabricated bare wire products conduct power or signals and include stranded, bunched and single-end copper, copper clad steel and various copper alloy wire. In this area, we process copper rod into stranding for use in our electronic and electrical wire and cable products or for sale to others for use in their products. We use most of our copper wire production to produce our own finished products. Our primary brand in this product line is Copperfield.

 

Segment Overview

 

As noted above, we classify our business into two reportable segments: (1) Distribution and (2) OEM. Our reportable segments are a function of the customer type or end markets each respective segment serves and how we are organized internally to market to such customer groups and measure our financial performance. The Distribution segment serves customers in distribution businesses, who are resellers of our products, while our OEM

segment serves OEM customers, who generally purchase more tailored products which are used as inputs into subassemblies of manufactured finished goods. Financial data for our business segments is as follows:

 

 

Segment operating income represents income from continuing operations before net interest expense, other income or expense, and income taxes. Corporate consists of items not charged or allocated to the segments, including costs for employee relocation, discretionary bonuses, professional fees, restructuring expenses, asset impairments, and intangible amortization. The Company’s segments have common production processes, and manufacturing and distribution capacity. Accordingly, we do not identify net assets to our segments.

 

During the first quarter of 2008, we changed our management reporting structure and the manner in which we report financial results internally. These changes resulted in recognition of the above-noted reportable segments, as further discussed in Part II, Item 7 of this document, as well as Note 16 of Notes to Consolidated Financial Statements contained in Part II, Item 8 of this document. We have recast 2007 segment information to conform to the new segment presentation.

 

Raw Materials

 

Copper is the primary raw material used in the manufacture of our products. Other significant raw materials are plastics, such as polyethylene and polyvinyl chloride (“PVC”), aluminum, linerboard and wood reels. There are a limited number of domestic and foreign suppliers of copper and these other raw materials. We typically have supplier agreements with terms of one to two years under which we may make purchases at the prevailing market price at time of purchase, with no minimum purchase requirements. Our centralized procurement department makes an ongoing effort to reduce and contain raw material costs, and as noted above, we attempt to reflect raw material price changes in the sale price of our products. From time to time, we have and may continue to employ the use of derivatives, including copper commodity contracts, including their usage in managing our costs for such materials and matching our sales terms with certain customers.

 

Foreign Sales and Assets

 

For 2009, 2008 and 2007, our consolidated net sales included a total of $36.6 million, $42.5 million, and $3.4 million, respectively, in Canada, primarily as a result of the 2007 Woods acquisition. In addition, we had a total of approximately $0.4 million and $0.5 million in tangible long-lived assets in Canada at December 31, 2009 and 2008, respectively. In addition, we did not have any significant sales outside of the U.S. and Canada in 2009, 2008, or 2007.

 

Patents and Trademarks

 

We own a number of U.S. and foreign patents covering certain of our products. We also own a number of registered trademarks. While we consider our patents and trademarks to be valuable assets, we do not consider any

single patent or trademark to be of such material importance that its absence would cause a material disruption of our business. No patent or trademark is material to either individual segment.

 

Seasonality and Business Cycles

 

Our net sales follow general business cycles. We also have experienced, and expect to continue to experience, certain seasonal trends in net sales and cash flow. Net sales are generally higher in the third and fourth quarters due to increased customer demand in anticipation of, and during, the winter months and holiday season.

 

Backlog and Shipping

 

Our product lines have no significant order backlog because we follow the industry practice of stocking finished goods to meet customer demand on a just-in-time basis. We believe that the ability to fill orders in a timely fashion is a competitive factor in the markets in which we operate. As a result of historically higher demand for our products during the late fall and early winter months, in past years we have typically built up our inventory levels during the third and early fourth quarters of the year. In both 2008 and 2009, we limited this build-up in light of prevailing economic conditions. In addition, trade receivables arising from increased shipments made during the late fall and early winter months are typically collected during late fourth quarter and early first quarter of each year.

 

Employees

 

As of December 31, 2009, we had 934 employees, with approximately 26% of our employees represented by one labor union. Our current collective bargaining agreement expired December 22, 2009, and has been extended through March 19, 2010. We began collective bargaining negotiations on January 14, 2010. We consider our labor relations to be good, and we have not experienced any significant labor disputes.

 

Environmental, Health and Safety Regulation

 

Many of our products are subject to the requirements of federal, state and local or foreign regulatory authorities. We are subject to federal, state, local and foreign environmental, health and safety protection laws and regulations governing our operations and the use, handling, disposal and remediation of regulated materials currently or formerly used by us. A risk of environmental liability is inherent in our current and former manufacturing activities in the event of a release or discharge of regulated materials generated by us. We are party to one environmental claim, which is described below under the heading “Legal Proceedings.” There can be no assurance that the costs of complying with environmental, health and safety laws and requirements in our current operations, or that the potential liabilities arising from past releases of or exposure to regulated materials, will not result in future expenditures by us that could materially and adversely affect our financial position, results of operations or cash flows.

 

 

The current global recession and the downturn in our served markets could continue to adversely affect our operating results and stock price in a material manner.

 

In late 2008, we experienced significant declines in demand for our products which greatly reduced our volumes and our sales levels as a result of strong recessionary factors which continued throughout 2009. Though we noted a level of volume stability in 2009, any further deterioration in the macro-economic environment could cause substantial reductions in our revenue and results of operations. In addition, during economic downturns like the current one, some competitors have become increasingly aggressive in their pricing practices particularly in light of excess industry capacity, which could adversely impact our gross margins. These conditions also make it difficult for our customers, our suppliers and us to accurately forecast and plan future business activities.

Disruptions in the supply of copper and other raw materials used in our products could cause us to be unable to meet customer demand, which could result in the loss of customers and net sales.

 

Copper is the primary raw material that we use to manufacture our products. Other significant raw materials that we use are plastics, such as polyethylene and PVC, aluminum, linerboard and wood reels. There are a limited number of domestic and foreign suppliers of copper and these other raw materials. We typically have supplier agreements with terms of one to two years for our raw material needs that do not require us to purchase a minimum amount of these raw materials. If we are unable to maintain good relations with our suppliers or if there are any business interruptions at our suppliers, we may not have access to a sufficient supply of raw materials. If we lose one or more key suppliers and are unable to locate an alternative supply, we may not be able to meet customer demand, which could result in the loss of customers and net sales.

 

Fluctuations in the price of copper and other raw materials, as well as fuel and energy, and increases in freight costs could increase our cost of goods sold and affect our profitability.

 

The prices of copper and our other significant raw materials, as well as fuel and energy costs, are subject to considerable volatility; this volatility has affected our profitability and we expect that it will continue to do so in the future. Our agreements with our suppliers generally require us to pay market price for raw materials at the time of purchase. As a result, volatility in these prices, particularly copper prices, can result in significant fluctuations in our cost of goods sold. If the cost of raw materials increases and we are unable to increase the prices of our products, or offset those cost increases with cost savings in other parts of our business, our profitability would be reduced. As a result, increases in the price of copper and other raw materials may affect our profitability if we cannot effectively pass these price increases on to our customers. In addition, we pay the freight costs on certain customer orders. In the event that freight costs increase substantially, due to fuel surcharges or otherwise, our profitability would decline.

 

The markets for our products are highly competitive, and our inability to compete with other manufacturers in the wire and cable industry could harm our net sales and profitability.

 

The markets for wire and cable products are highly competitive. We compete with at least one major competitor in each of our business lines. Many of our products are made to industry specifications and may be considered fungible with our competitors’ products. Accordingly, we are subject to competition in many of our markets primarily on the basis of price. We must also be competitive in terms of quality, availability, payment terms and customer service. We are facing increased competition from products manufactured in foreign countries that in many cases are comparable in terms of quality but are offered at lower prices. Unless we can produce our products at competitive prices or purchase comparable products from foreign sources on favorable terms, we may experience a decrease in our net sales and profitability. Some of our competitors have greater resources, financial and otherwise, than we do and may be better positioned to invest in manufacturing and supply chain efficiencies and product development. We may not be able to compete successfully with our existing competitors or with new competitors.

 

We are dependent upon a number of key customers. If they were to cease purchasing our products, our net sales and profitability would likely decline.

 

We are dependent upon a number of key customers, although none of our customers accounted for more than 10% of our net sales in 2009, 2008 or 2007. Our customers can cease buying our products at any time and can also sell products that compete with our products. The loss of one or more key customers, or a significant decrease in the volume of products they purchase from us, could result in a drop in our net sales and a decline in our profitability. In addition, a disruption or a downturn in the business of one or more key customers could reduce our sales and could reduce our liquidity if we were unable to collect amounts they owe us.

 

We face pricing pressure in each of our markets, and our inability to continue to achieve operating efficiency and productivity improvements in response to pricing pressure may result in lower margins.

 

We face pricing pressure in each of our markets as a result of significant competition and industry over capacity, and price levels for many of our products (after excluding price adjustments related to the increased cost of

copper) have declined over the past few years. We expect pricing pressure to continue for the foreseeable future. A component of our business strategy is to continue to achieve operating efficiencies and productivity improvements with a focus on lowering purchasing, manufacturing and distribution costs. We may not be successful in lowering our costs. In the event we are unable to lower these costs in response to pricing pressure, we may experience lower margins and decreased profitability.

 

We have significant indebtedness outstanding and may incur additional indebtedness that could negatively affect our business.

 

We have a significant amount of indebtedness. On December 31, 2009, we had approximately $236.9 million of indebtedness, comprised of $226.6 million related to our 9.875% Senior Notes due 2012, including an unamortized debt premium of $1.6 million (“2012 Senior Notes”), $10.2 million of indebtedness under our credit facility, and less than $0.1 million of capital leases. On February 3, 2010, we refinanced the 2012 Senior Notes with our 2018 Senior Notes. See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Liquidity and Capital Resources — Refinancing of 9.875% Senior Notes.”

 

Our high level of indebtedness and dependence on indebtedness could have important consequences to our shareholders, including the following:

 

 

Our ability to satisfy our debt obligations will depend upon, among other things, our future operating performance and our ability to refinance indebtedness when necessary. Each of these factors is, to a large extent, dependent on economic, financial, competitive and other factors beyond our control. If, in the future, we cannot generate sufficient cash from operations to make scheduled payments on our debt obligations, we will need to refinance our existing debt, issue additional equity securities or securities convertible into equity securities, obtain additional financing or sell assets. Our business may not be able to generate cash flow or we may not be able to obtain funding sufficient to satisfy our debt service requirements.

 

Growth through acquisitions is a significant part of our strategy and we may not be able to successfully identify, finance or integrate acquisitions in order to grow our business.

 

Growth through acquisitions has been, and we expect it to continue to be, a significant part of our strategy. We regularly evaluate possible acquisition candidates. We may not be successful in identifying, financing and closing acquisitions on favorable terms. Potential acquisitions may require us to obtain additional financing or issue additional equity securities or securities convertible into equity securities, and any such financing and issuance of equity may not be available on terms acceptable to us or at all. If we finance acquisitions by issuing equity securities or securities convertible into equity securities, our existing shareholders could be diluted, which, in turn, could adversely affect the market price of our stock. If we finance an acquisition with debt, it could result in higher leverage and interest costs. Further, we may not be successful in integrating any such acquisitions that are completed. Integration of any such acquisitions may require substantial management, financial and other resources and may pose risks with respect to production, customer service and market share of existing operations. In addition, we may acquire businesses that are subject to technological or competitive risks, and we may not be able to realize the benefits expected from such acquisitions.

If we are unable to retain senior management and key employees, we may experience operating inefficiencies and increased costs, resulting in diminished profitability.

 

Our success has been largely dependent on the skills, experience and efforts of our senior management and key employees. The loss of any of our senior management or other key employees could result in operational inefficiencies and increased costs. We may be unable to find qualified replacements for these individuals if their services were no longer available, and, if we do identify replacements, the integration of those replacements may be disruptive to our business.

 

Advancing technologies, such as fiber optic and wireless technologies, may make some of our products less competitive and reduce our net sales.

 

Technological developments could cause our net sales to decline. For example, a significant decrease in the cost and complexity of installation of fiber optic systems or a significant increase in the cost of copper-based systems could make fiber optic systems superior on a price performance basis to copper systems and could have a material adverse effect on our business. Also, advancing wireless technologies, as they relate to network and communication systems, may reduce the demand for our products by reducing the need for premises wiring. Wireless communications depend heavily on a fiber optic backbone and do not depend as much on copper-based systems. An increase in the acceptance and use of voice and wireless technology, or introduction of new wireless or fiber-optic based technologies, may have a material adverse effect on the marketability of our products and our profitability. If wireless technology were to significantly erode the markets for copper-based systems, our sales of copper premise cables could face downward pressure.

 

We recorded significant impairment charges in 2008 and 2009, and if our goodwill or other intangible assets become further impaired, we may be required to recognize additional charges that would reduce our income.

 

We recorded significant impairment charges in 2008 and 2009 relative to our goodwill and other intangible assets. Under accounting principles generally accepted in the U.S., goodwill assets are not amortized but must be reviewed for possible impairment annually, or more often in certain circumstances if events indicate that the asset values are not recoverable. A further deterioration in the macro-economic environment or other factors could necessitate an earnings charge for the impairment of goodwill or other intangible assets, which would reduce our income without any change to our underlying cash flow.

 

We have incurred restructuring charges in the past and will likely incur additional restructuring charges in the future.

 

We have incurred significant restructuring costs in the past and will likely incur additional restructuring charges in the future. We may not be able to achieve the planned cash flows and savings estimates associated with such restructuring activities if we are unable to accomplish them in a timely manner, are unable to achieve expected efficiencies or cost savings, or unforeseen developments or expenses arise. As we respond to changes in the market and fluctuations in demand levels, we may be required to realign plant production or otherwise restructure our operations, which may result in additional and potentially significant restructuring charges.

 

Some of our employees belong to a labor union and certain actions by such employees, such as strikes or work stoppages, could disrupt our operations or cause us to incur costs.

 

As of December 31, 2009, we employed 934 persons, approximately 26% of whom are covered by a collective bargaining agreement, which expired on December 22, 2009, and has been extended through March 19, 2010. We began collective bargaining negotiations on January 14, 2010. If unionized employees were to engage in a concerted strike or other work stoppage, if other employees were to become unionized, or if we are unable to negotiate a new collective bargaining agreement when the current one expires, we could experience a disruption of operations, higher labor costs or both. A strike or other disruption of operations or work stoppage could reduce our ability to manufacture quality products for our customers in a timely manner.

We may be unable to raise additional capital to meet working capital and capital expenditure needs if our operations do not generate sufficient funds to do so.

 

Our business is expected to have continuing capital expenditure needs. If our operations do not generate sufficient funds to meet our capital expenditure needs for the foreseeable future, we may not be able to gain access to additional capital, if needed, particularly in view of competitive factors and industry conditions. In addition, increases in the cost of copper increase our working capital requirements. If we are unable to obtain additional capital, or unable to obtain additional capital on favorable terms, our liquidity may be diminished and we may be unable to effectively operate our business.

 

We are subject to environmental, health and safety and other laws and regulations which could adversely effect our operations and business.

 

We are subject to the environmental laws and regulations of each jurisdiction where we do business. We are currently, and may in the future be, held responsible for remedial investigations and clean-up costs of certain sites damaged by the discharge of regulated materials, including sites that have never been owned or operated by us but at which we have been identified as a potentially responsible party under federal and state environmental laws. Certain of these laws, including the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. (“CERCLA”), impose strict, and under certain circumstances, joint and several, liability for investigation and cleanup costs at contaminated sites on responsible parties, as well as liability for damages to natural resources. We have established reserves for such potential liability and believe those reserves to be adequate; however, there is no guarantee that such reserves will be adequate or that additional liabilities will not arise. See “Legal Proceedings.”

 

Failure to comply with environmental laws can result in substantial fines, orders to install pollution control equipment and/or claims for alleged personal injury and property damage. Changes in environmental requirements in both domestic and foreign jurisdictions and their enforcement could adversely affect our operations due to increased costs of compliance and potential liability for noncompliance.

 

Disruption in the importation of our raw materials and products and the risks associated with international operations could cause our operating results to decline.

 

We source certain raw materials and products from foreign-based suppliers. Foreign material purchases expose us to a number of risks, including unexpected changes in regulatory requirements and tariffs, possible difficulties in enforcing agreements, exchange rate fluctuations, difficulties in obtaining import licenses, economic or political instability, embargoes, exchange controls or the adoption of other restrictions on foreign trade. Although we currently manufacture the vast majority of our products in the U.S., to the extent we decide to establish foreign manufacturing facilities, our foreign manufacturing sales would be subject to similar risks. Further, imports of raw materials and products are subject to unanticipated transportation delays that affect international commerce.

 

We have risks associated with inventory.

 

Our business requires us to maintain substantial levels of inventory. We must identify the right mix and quantity of products to keep in our inventory to meet customer orders. Failure to do so could adversely affect our sales and earnings. However, if our inventory levels are too high, we are at risk that an unexpected change in circumstances, such as a shift in market demand, drop in prices, or default or loss of a customer, could have a material adverse impact on the net realizable value of our inventory.

 

Changes in industry standards and regulatory requirements may adversely affect our business.

 

As a manufacturer and distributor of wire and cable products, we are subject to a number of industry standard setting authorities, such as Underwriters Laboratories. In addition, many of our products are subject to the requirements of federal, state, local or foreign regulatory authorities. Changes in the standards and requirements imposed by such authorities could have an adverse effect on us. In the event that we are unable to meet any such standards when adopted, our business could be adversely affected.

Our business is subject to the economic, political and other risks of operating and selling products in foreign countries.

 

Our foreign operations, including in Canada and China, are subject to risks inherent in maintaining operations abroad, such as economic and political destabilization, international conflicts, restrictive actions by foreign governments, nationalizations or expropriations, changes in regulatory requirements, the difficulty of effectively managing diverse global operations, adverse foreign tax laws and the threat posed by potential pandemics in countries that do not have the resources necessary to deal with such outbreaks. Over time, we intend to continue expanding our foreign operations, which would serve to increase the level of these risks relative to our business operations and their potential effect on our financial position and results of operations.

 

 

None.

 

 

As of December 31, 2009, we owned or leased the following primary facilities:

 

 

 

 

 

 

We are currently marketing all of our closed facilities for either sale or sublease.

 

Our operating properties are used to support both of our business segments. We believe that our existing facilities are adequate for our operations. We do not believe that any single leased facility is material to our operations and, if necessary, we could readily obtain a replacement facility. Our real estate assets have been pledged as security for certain of our debt.

 

Our principal corporate offices are located at 1530 Shields Drive, Waukegan, Illinois 60085.

 

 

We are involved in legal proceedings and litigation arising in the ordinary course of our business. In those cases where we are the defendant, plaintiffs may seek to recover large and sometimes unspecified amounts or other types of relief and some matters may remain unresolved for several years. We believe that none of the routine litigation that we now face, individually or in the aggregate, will be material to our business. However, an adverse determination could be material to our financial position, results of operations or cash flows in any given period. We maintain insurance coverage for litigation that arises in the ordinary course of our business and believe such coverage is adequate.

 

We are party to one environmental claim. The Leonard Chemical Company Superfund site consists of approximately 7.1 acres of land in an industrial area located a half mile east of Catawba, York County, South Carolina. The Leonard Chemical Company operated this site until the early 1980s for recycling of waste solvents. These operations resulted in the contamination of soils and groundwaters at the site with hazardous substances. In 1984, the U.S. Environmental Protection Agency listed this site on the National Priorities List. Riblet Products Corporation, with which we merged in 2000, was identified through documents as a company that sent solvents to the site for recycling and was one of the companies receiving a special notice letter from the Environmental Protection Agency (“EPA”) identifying it as a party potentially liable under the CERCLA

 

In 2004, along with other “potentially responsible parties” (“PRPs”), we entered into a consent decree with the EPA requiring the performance of a remedial design and remedial action (“RD/RA”) for this site. We have entered into a site participation agreement with other PRPs for fulfillment of the requirements of the consent decree. Under the site participation agreement, we are responsible for a 9.19% share of the costs for the RD/RA. As of December 31, 2009, we had a $0.4 million accrual recorded for this liability.

 

Although no assurances are possible, we believe that our accruals related to environmental litigation and other claims are sufficient and that these items and our rights to available insurance and indemnity will be resolved without material adverse effect on our financial position, results of operations or cash flows.

 

Executive Officers of the Company

 

Mr. Yetman joined our predecessor company in 1986 and has served as President and Chief Executive Officer and as a director of the Company since December 1999. Prior to his current role, Mr. Yetman held various senior management positions with our predecessor company and within the electrical industry. Mr. Yetman’s employment agreement gives him the right to one director seat on the Board of Directors of the Company and each of its affiliates.

 

Mr. Burger was named Executive Vice President, Chief Financial Officer, Secretary and Treasurer in December 1999. Mr. Burger joined our predecessor company in July 1996 as Chief Financial Officer. Prior to that time, Mr. Burger served in senior level financial, administrative and manufacturing operations positions at Burns Aerospace Corporation, including as its President and Chief Executive Officer.

 

Mr. Carr joined the Company as Chief Executive Officer of Copperfield in 2007. In January 2008 he was named Executive Vice President, Operations. Prior to that, Mr. Carr was the President and Chief Executive Officer of Copperfield since co-founding the company in 1990.

 

Mr. Frigo joined the Company as a Senior Vice President and President of Copperfield in April 2007, and was promoted to Executive Vice President, OEM Group in January 2008. Prior to joining the Company, Mr. Frigo had been Chief Operating Officer of Copperfield since 2005. Prior to that time, Mr. Frigo served as Executive Vice President and Chief Operations Officer of Therm-O-Link, Inc. for eight years.

 

Mr. Hennelly was named Executive Vice President, Operations in January 2008. Previously Mr. Hennelly served in variety of senior level positions within both our Consumer Group and Global Sourcing Group since December of 2002, most recently serving as the Vice President of Supply Chain. Mr. Hennelly also previously held a variety of management positions in manufacturing, engineering, materials management and quality assurance since joining our predecessor company in 1987.

 

Mr. McAllister was named Executive Vice President, Distribution Group in January 2008. Prior to that, he had served as Group Vice President, Specialty Group since January 2005 and Group Vice President of the Consumer Group since February 2007. He joined the Company in October 2002 as Vice President, Wire and Cable, and was also responsible for our OEM/Government sales channel. Prior to joining the company, Mr. McAllister had over 20 years experience in the wire and cable industry, including a variety of senior level sales and management positions at General Cable Corporation from 1994 to 2002.

 

Ms. Van was named Executive Vice President, Retail Group in January 2008. She had served as Group Vice President, Electrical Group since January 2005. Prior to that, Ms. Van had been Vice President, Electrical Distribution since January 2003. Ms. Van joined the Company in 2000 having worked in the electrical distribution industry for 13 years with distributors of various sizes, including WESCO Distribution, Englewood Electric and Midwest Electric.

 

Reserved

 

 

Common Stock

 

Our only authorized, issued and outstanding class of capital stock is our common stock. Our common stock is listed on the NASDAQ Global Market under the symbol “CCIX.” The table below sets forth, for the calendar quarters indicated, the reported high and low sales prices and amount of any cash dividends declared:

 

 

 

As of March 1, 2010, there were 62 record holders of our common stock.

 

Dividends and Distributions

 

We do not anticipate that we will pay any dividends on our common stock in the foreseeable future as we intend to retain any future earnings to fund the development and growth of our business. Payment of future dividends, if any, will be at the discretion of our board of directors and will depend on many factors, including general economic and business conditions, our strategic plans, our financial results and condition, legal requirements and other factors that our board of directors deems relevant. Our credit facility and the indenture governing our 2018 Senior Notes each contain restrictions on the payment of dividends to our shareholders. See Part II, Item 6, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Revolving Credit Facility.” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Refinancing of 9.875% Senior Notes.” In addition, our ability to pay dividends is dependent on our receipt of cash dividends from our subsidiaries.

Equity Compensation Plan Information

 

The following table presents securities authorized for issuance under equity compensation plans at December 31, 2009.

 

 

 

 

Performance Graph

 

The graph below compares the change in cumulative shareholder return on our common stock as compared to that for the Russell 2000 Index for the period of March,1 2007 through December 31, 2009. This graph is being furnished as part of this report solely in accordance with the requirement under Rule 14a-3(b)(9) to furnish our shareholders with such information, and therefore, is not deemed to be filed or incorporated by reference into any filings by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

 

Comparison of Cumulative Return(1)

 

 

 

 

 

 

The following table sets forth selected historical consolidated financial information for the periods presented. The financial data as of and for each of the five years in the period ended December 31, 2009 has been derived from our audited consolidated financial statements and notes thereto.

 

Prior to October 10, 2006, we were treated as an S corporation for federal and state income tax purposes, with the exception of our wholly-owned C corporation subsidiary, CCI Enterprises, Inc. Accordingly, our shareholders were responsible for federal and substantially all state income tax liabilities arising out of our operations other than those conducted by our C corporation subsidiary. On October 10, 2006, we ceased to be an S corporation and became a C corporation and, as such, we are subject to federal and state income tax. The unaudited pro forma statement of operations data presents our pro forma provision for income taxes and pro forma net income as if we had been a C corporation for all of 2005 and 2006. In addition, the selected historical consolidated financial information and the pro forma statement of operations data reflect the 312.6079 for 1 stock split that occurred on October 10, 2006.

 

The results for 2007 include the results of operations of our 2007 Acquisitions beginning with their respective acquisition dates. Accordingly, our 2007 results of operations include approximately nine months of operating results for Copperfield and one month of operating results for Woods.

 

Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”). Historical results are not necessarily indicative of the results we expect in future periods. The data presented below should be read in conjunction with, and are qualified in their entirety by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes thereto included elsewhere in this report.

 

 

 

 

 

 

 

The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of risks and uncertainties, including those described under “Item 1A, Risk Factors” and elsewhere in this report. We assume no obligation to update any of these forward-looking statements. You should read the following discussion in conjunction with our consolidated financial statements and the notes thereto included in this report.

 

Overview

 

We are a leading designer, developer, manufacturer and supplier of electrical wire and cable products for consumer, commercial and industrial applications, with operations primarily in the U.S. and, to a lesser degree, Canada. We manufacture and supply a broad line of wire and cable products, which enables us to offer our customers a single source of supply for many of their wire and cable product requirements. We manufacture our products in eight domestic manufacturing locations and supplement our domestic production with both international and domestic sourcing. We sell our products to a variety of customers, including a wide range of specialty distributors, retailers and original equipment manufacturers (“OEMs”). Virtually all of our products are sold to customers located in the U.S. and Canada.

 

During the first quarter of 2008, we changed our management reporting structure and the manner in which we report our financial results internally, including the integration of our 2007 Acquisitions for reporting purposes. The changes resulted in a change in our reportable segments. Accordingly, we now have two reportable business segments: (1) Distribution, and (2) OEM. Our Distribution segment serves our customers in distribution businesses, who are resellers of our products, while our OEM segment serves our OEM customers, who generally purchase more tailored products from us which are in turn used as inputs into subassemblies of manufactured finished goods. Where applicable, prior period amounts have been recast to reflect the new reporting structure.

 

Our net sales follow general business cycles. Additionally, we have experienced, and expect to continue to experience, certain seasonal trends in net sales and cash flow. Historically, our sales have been somewhat higher in the third and fourth quarters relative to the first and second quarters due to increased customer demand in anticipation of, and during, the winter months and holiday season.

 

Current Business Environment

 

Our business continues to face recessionary conditions which first arose during the fourth quarter of 2008. Our sales volumes declined significantly during the fourth quarter of 2008, as compared to both the fourth quarter of 2007 and first three quarters of 2008. We believe the rapid and significant declines in demand experienced during the fourth quarter of 2008 were a function of sizable inventory reductions made on the part of our customers in the face of overall weakened demand and a very uncertain and difficult economy in existence at that time. In response to the recessionary conditions and lower market demand, we made major adjustments to our production capacity late in 2008 and early 2009 to better match our capacity to lower overall demand levels, as well as improve our operating efficiency and lower our overall overhead costs. In this regard, we closed our manufacturing facility in East Longmeadow, Massachusetts in the second quarter of 2009 and our Oswego, New York facility in the third quarter of 2009. These and other cost-reduction efforts, along with our ability to timely and effectively match our plant capacity to market demand levels, have been, and will continue to be, key determinants of our profitability.

 

Additionally, in contrast to the significant demand contraction experienced during the fourth quarter of 2008 and first quarter of 2009, we experienced certain levels of demand stabilization during the last nine months of 2009. We are encouraged by this demand stabilization, as well as by the positive impact generated from our recent cost-reduction and capacity adjustments. We remain concerned, however, with industry pricing given reduced levels of overall demand and excess industry capacity. These factors, as well as any further increases in the price of copper, which increased 13.9% to an average per pound price of $3.04 on the COMEX during the fourth quarter of 2009, as compared to an average of $2.67 per pound for the third quarter of 2009, will likely continue to present challenges to our financial performance and operating cash flows in the near term. We continue to manage our business with caution in view of these factors. We are continually adjusting plans and production schedules in light of sales trends, the

macro-economic environment and other demand indicators, and the possibility exists that we may determine further plant shutdowns or closings, restructurings and workforce reductions are necessary, some of which may be significant.

 

Acquisitions

 

From time to time, we consider acquisition opportunities that have the potential to materially increase the size of our business operation or provide us with some other strategic advantage. We made two such acquisitions during 2007.

 

On April 2, 2007, we acquired 100% of the outstanding equity interests of Copperfield for $215.4 million, including acquisition-related costs and working capital adjustments. The acquisition of Copperfield, which at the time of our acquisition was one of the largest privately-owned manufacturers and suppliers of electrical wire and cable products in the United States with annual sales in excess of $500 million, increased our scale, diversified and expanded our customer base and we believe has strengthened our competitive position in the industry.

 

On November 30, 2007, we acquired the electrical products business of Katy, which operated in the U.S. as Woods Industries Inc. (“Woods U.S.”) and in Canada as Woods Industries (Canada) Inc. (“Woods Canada,” and together with Woods U.S., “Woods”). Woods was principally focused on the design and distribution of consumer electrical cord products, sold primarily to national home improvement, mass merchant, hardware and other retailers. We purchased certain assets of Woods U.S. and all the stock of Woods Canada for $53.8 million, including acquisition-related costs and working capital adjustments. The acquisition of Woods has expanded our U.S. business while enhancing our market presence and penetration in Canada.

 

Results of operations for the 2007 Acquisitions have been included in our consolidated financial statements since their respective acquisition dates. Accordingly, our 2007 consolidated operating results reflect approximately nine months of Copperfield activity: April 2, 2007 to December 31, 2007, and one month of Woods activity: November 30, 2007 to December 31, 2007.

 

We financed the above acquisitions primarily with proceeds received from the issuance of debt and borrowings under our Revolving Credit Facility, thereby significantly increasing our total outstanding debt in 2007.

 

Production Costs Overview and Impact of Copper Prices

 

Raw materials, primarily copper, comprise the primary component of our cost of goods sold. For 2009, copper costs have been estimated by us (based on the average COMEX price) to account for over 55% of our total cost of goods sold. As the price of copper is particularly volatile, price fluctuations can significantly affect of our sales and profitability. We generally attempt to pass along changes in the price of copper and other raw materials to our customers. However, this has proven difficult recently given lower overall demand and excess capacity existing in the wire and cable industry. During 2009, the average price of copper cathode on the COMEX was $2.37 per pound, a decline of $0.76 per pound, or 24.3%, from the average price of $3.13 per pound for 2008.

 

In addition to the above-noted factors, other factors affecting product pricing include the type of product involved, competitive conditions, including the extent of underutilized manufacturing capacity existing in the industry, and particular customer arrangements.

 

Recent Developments

 

In February 2010, we completed a private placement of $235.0 million of unsecured senior notes due in 2018 (the “2018 Senior Notes) which we undertook to capitalize on what we believe were favorable conditions in the bond market at the time and to extend the maturity of our senior notes from 2012 to 2018, while reducing our annual cash interest requirement from 9.875% on the 2012 Notes to 9.0% on the 2018 Notes. We repurchased 88.6% of the approximately $225.0 million aggregate principal amount of our then outstanding senior notes due 2012 (the “2012 Senior Notes”) by means of a tender offer and consent solicitation. Following the completion of the tender offer and consent solicitation, we gave notice of the redemption of the remaining outstanding 2012 Senior Notes which we will redeem on March 22, 2010.

 

In connection with the issuance of the 2018 Senior Notes, on January 19, 2010, we amended our revolving credit facility to permit the sale of the 2018 Senior Notes, to enhance our ability to create and finance foreign subsidiaries, and to liberalize key covenants to increase operating flexibility.

Consolidated Results of Operations

 

The following table sets forth, for the years indicated, our consolidated statement of operations data in thousands of dollars and as a percentage of net sales. Our results for 2009 and 2008 reflect the full-year impact of our above-noted 2007 Acquisitions, whereas the results for 2007 do not include the entire impact of the 2007 Acquisitions, which occurred during the course of that year. As noted above, Copperfield was acquired April 2, 2007 and Woods was acquired November 30, 2007. Accordingly, our 2007 results of operations include approximately nine months of operating results for Copperfield and one month of operating results for Woods.

 

 

In addition to net income determined in accordance with GAAP, we use certain non-GAAP measures in assessing our operating performance. These non-GAAP measures used by management include: (1) EBITDA, which we define as net income before net interest, income taxes, depreciation and amortization expense (“EBITDA”), (2) Adjusted EBITDA, which is our measure of EBITDA adjusted to exclude the impact of certain specifically identified items (“Adjusted EBITDA”), and (3) Adjusted earnings per share, which we calculate as diluted earnings per share adjusted to exclude the estimated per share impact of the same specifically identified items used to calculate Adjusted EBITDA (“Adjusted EPS”). For the periods presented in this report, the specifically identified items include asset impairments and restructuring charges, gains on our repurchase of our 2012 Senior Notes in 2009, foreign currency transaction gains and losses recorded at our Canadian subsidiary, and an inventory insurance allowance recorded in 2008 in relation to a theft that occurred in 2005.

 

We believe both EBITDA and Adjusted EBITDA serve as appropriate measures to be used in evaluating the performance of our business. We employ the use of these measures in the preparation of our annual operating budgets and in determining our respective levels of operating and capital investments. We believe both EBITDA and Adjusted EBITDA allow us to readily view operating trends, perform analytical comparisons and identify strategies to improve operating performance. For example, we believe the inclusion of items such as taxes, interest expense and intangible asset amortization can make it more difficult to identify and assess operating trends affecting our business and industry. We also believe both EBITDA and Adjusted EBITDA are performance measures that provide investors, securities analysts and other interested parties a measure of operating results unaffected by differences in capital structures, business acquisitions, capital investment cycles and ages of related assets among otherwise comparable companies in our industry. However, the usefulness of both EBITDA and Adjusted EBITDA as performance measures are limited by the fact that they both exclude the impact of interest expense, depreciation and amortization expense, and taxes. We borrow money in order to finance our operations; therefore, interest expense is a necessary element of our costs and ability to generate revenue. Similarly, our use of capital assets makes depreciation and amortization expense a necessary element of our costs and ability to generate income. Since we are subject to state and federal income taxes, any measure that excludes tax expense has material limitations. Due to

these limitations, we do not, and you should not, use either EBITDA or Adjusted EBITDA as the only measures of our performance. We also use, and recommend that you consider, net income in accordance with GAAP as a measure of our performance. Finally, other companies may define EBITDA and Adjusted EBITDA differently and, as a result, our measure of EBITDA and Adjusted EBITDA may not be directly comparable to EBITDA and Adjusted EBITDA measures of other companies.

 

Similarly, we believe our use of Adjusted EPS provides an appropriate measure to use in assessing our performance across periods given that this measure provides an adjustment for certain significant items, the magnitude of which may vary significantly from period to period and, thereby, have a disproportionate effect on the earnings reported for a given period. However, we do not, and do not recommend that you, solely use Adjusted EPS to assess our financial and earnings performance. We also use, and recommend that you use, diluted earnings per share in addition to Adjusted EPS in assessing our earnings performance.

 

The following tables, which reconcile our measure of Adjusted EPS to diluted earnings per share, and Adjusted EBITDA to net income, respectively, should be used along with the above statements of operations for the periods presented, in conjunction with the results of operations review that follows.

 

Diluted earnings per share, as determined in accordance with GAAP, to Adjusted EPS

 

 

Net income, as determined in accordance with GAAP, to EBITDA and Adjusted EBITDA

 

 

 

 

The nature of each individual item shown in the table above which has been excluded from EBITDA in order to arrive at our measure of Adjusted EBITDA for each of the periods presented is detailed in the analysis of operating results that follows.

 

Earnings and Performance Summary

 

We recorded a net loss of $67.0 million (or a loss of $3.99 per diluted share) in 2009, as compared to net loss of $28.3 million (or a loss of $1.68 per diluted share) for 2008, and net income of $14.9 million ($0.88 per diluted share) for 2007. For 2009, we recorded EBITDA of $(23.8) million, as compared to EBITDA of $16.3 million and $72.3 million in 2008 and 2007, respectively. As set forth below, results for these periods were impacted by certain significant items, the magnitude of which may vary significantly from period to period and, thereby, have a disproportionate effect on the earnings reported for any given period. The income-statement review below contains further detail regarding each of these items.

 

 

Further details regarding each of the above-noted items is described in the below operations review.

 

Excluding the impact of the above-noted items, our results for 2009 as compared to 2008, primarily reflect the impact of significantly lower overall demand levels given the recessionary conditions throughout 2009, and the impact of this declined demand on our profitability, primarily in the form of lower overall gross profit. We were, however, able to partially mitigate the impact of the decline in demand through our cost-cutting and production right-sizing efforts, as well as improved results in our OEM segment.

 

For 2009, our total sales volume (measured in total pounds shipped) decreased 37.8% compared to 2008. This decline in overall volumes, coupled with the impact of lower average copper prices, were major factors in our 2009 revenues decreasing 48.2% compared to 2008 levels. However, despite the 48.2% sales decline, our Adjusted EBITDA for 2009 declined at a slower rate in comparison to sales, a decrease of 19.7% compared to 2008 levels, reflecting the favorable impact of major efforts made in 2009 to lower our overhead costs, and right-size our production and distribution capacity. In addition, we derived a benefit from significant improvement in our OEM segment, where operating income increased from an operating loss of $3.3 million recorded in 2008 to operating income of $7.1 million realized in 2009. This improvement came despite significantly lower OEM sales and reflected the favorable impact of our 2008 OEM customer rationalization efforts, as further explained in the “segment results” section for OEM. We believe our management of costs and production capacity in 2009 has

improved our operating leverage and that we are well positioned to benefit from any recovery in the overall economy and accompanying increase in market demand levels in the future.

 

Other significant events, actions and accomplishments included:

 

 

Year Ended December 31, 2009 Compared with Year Ended December 31, 2008

 

Net sales — Our net sales for 2009 were $504.2 million compared to $973.0 million for 2008, a decrease of $468.8 million, or 48.2%. The decline in net sales reflected both lower sales volumes and lower average copper prices for 2009 as compared to 2008. Our total sales volume (measured in total pounds shipped) decreased 37.8% for 2009 compared to 2008, with volumes declining 31.4% in our Distribution segment and 49.5% in our OEM segment. The overall volume decline was primarily a function of significant contraction in demand across our business in the face of the recessionary conditions that were prevalent throughout 2009. The more significant sales volume decline noted within our OEM segment reflected both the impact of recessionary conditions, as well as the impact of planned sales reductions within this segment resulting from our OEM customer rationalization efforts, which are further discussed within our OEM segment-level analysis. The magnitude of our overall year-over-year sales declines moderated somewhat in the fourth quarter of 2009, given the significant decline in sales volumes experienced during the fourth quarter of 2008. For the fourth quarter of 2009, our sales volumes declined 25.5% compared to the same quarter last year. While volume levels remained well below 2008 levels, we did experience certain levels of demand stabilization in the last three quarters of 2009, with such demand stabilization contrasting with the significant contraction in demand experienced during the fourth quarter of 2008 and first quarter of 2009. We are encouraged by the demand stabilization we experienced during the last three quarters of 2009. If such trends continue, we would expect 2010 volumes to be at or above our 2009 volume levels. However, we remain concerned with the potential for additional pricing pressures in the wire and cable industry given reduced overall levels of demand and excess industry capacity. In addition to volume declines, our 2009 sales results as compared to 2008 reflected lower average daily selling price of copper cathode on the COMEX, which averaged $2.37 per pound during 2009, as compared to an average of $3.13 per pound for the 2008.

 

Gross profit — Lower overall demand in 2009 as compared to 2008, was the primary reason we generated $75.7 million in total gross profit for 2009, as compared to $93.6 million for 2008, which represented a decline of $17.9 million, or a decline of 19.1%. We did, however, significantly improve our gross profit as a percentage of net sales (“gross profit margin”) in 2009 compared to 2008, primarily as a result of reducing costs and rightsizing our plant production and distribution platforms. For 2009, our gross profit margin improved to 15.0% compared to 9.6% for 2008. Our gross profit margin in 2008 reflected the impact of a severe decline in sales demand which occurred during the fourth quarter of 2008. In response, we reduced our workforce and plant production, closing our

production facilities for an extended period during the fourth quarter of 2008. These actions, while lowering our variable labor and overhead costs, were not enough to offset the unfavorable impact of increased unfavorable overhead variances given the rapid nature of the sales demand decline and resulting lower production levels. As a result, we generated a gross margin rate of 3.6% in the fourth quarter of 2008, which lowered our annual gross margin rate for 2008 to 9.6%. In 2009, we focused efforts on effectively reducing costs and adjusting plant capacity, including the closure and consolidation of two plants. These efforts were a key factor in our ability to reduce unfavorable plant and overhead variances in 2009 and improve our operating leverage, thereby increasing our gross profit margin. Additionally, we believe our 2009 efforts in this regard also have us well positioned for any meaningful future improvement in demand levels, which we believe would further improve our gross margin rate and overall profitability. As further discussed in the segment-level analysis that follows, our OEM segment gross profit and overall profitability also improved significantly from 2008 as the result of the above-noted rightsizing efforts, as well as, our OEM customer rationalization efforts undertaken late in 2008, which greatly improved year-over-year results in both OEM and, thus, our consolidated results. To a lesser degree, our consolidated gross profit margin in 2009 as compared to 2008 was also favorably impacted by lower average copper prices in 2009 as compared to 2008.

 

Selling, engineering, general and administrative (“SEG&A”) expense — We incurred total SEG&A expense of $40.8 million for 2009, as compared to $52.2 million for 2008, which represented a decline of $11.4 million, or 21.8%. As noted above, our SEG&A expense for 2008 included a $1.6 million non-cash charge recorded relative to an insurance receivable for a 2005 inventory theft. The remaining $9.8 million decrease in SEG&A during 2009, as compared to the same period last year, primarily reflects the impact of (1) lower commission expense which accounted for $2.9 million of the decrease; (2) lower payroll-related expense as a result of lower total headcounts which accounted for $1.9 million of the total decrease; (3) the favorable impact of resolving certain customer-related collection and other matters which accounted for $1.1 million of the decrease; and (4) lower spending across a number of general and administrative expense areas which accounted for the remaining $3.9 million of the overall decrease. Our SEG&A as a percentage of total net sales increased to 8.1% for 2009, as compared to 5.4% for 2008, reflecting the impact of lower expense leverage as our fixed costs were spread over a lower net sales base.

 

Intangible amortization expense — Intangible amortization expense for 2009 was $8.8 million as compared to $12.0 million for 2008, with the expense in both periods arising from the amortization of intangible assets recorded in relation to our 2007 Acquisitions. The lower amortization expense in 2009 reflects the impact of an impairment charge we recorded during the fourth quarter of 2008 against our then-existing balance in intangible assets and the accelerated amortization methodology used to amortize intangible assets.

 

Asset impairments — As noted above, for 2009, we recorded a total of $70.8 million in asset impairments as compared to $29.3 million in 2008. During the first quarter of 2009, we concluded that there were sufficient indicators to require us to perform an interim goodwill impairment analysis based on a combination of factors which were in existence at that time, including a significant decline in our market capitalization during the first quarter of 2009, as well as the recessionary economic environment in existence and its then estimated potential impact on our business. As a result of performing the related impairment test during the first quarter of 2009, we recorded a non-cash goodwill impairment charge of $69.5 million, which represented impairment losses incurred within three of the four reporting units within our Distribution segment: Electrical distribution, Wire and Cable distribution and Industrial distribution. Further goodwill impairment charges may be recognized in future periods to the extent changes in factors or circumstances occur, including further deterioration in the macro-economic environment or in the equity markets, including the market value of our common shares, deterioration in our performance or our future projections, or changes in our plans for our businesses. The remaining $1.3 million in asset impairment charges recorded in 2009 related to closed properties currently being marketed for sale. The resulting adjusted carrying value for each of these closed properties represents our estimate of each property’s fair value determined by management after considering the best information available and the likely assumptions market participants would use in valuing the assets. For 2008, we recorded $29.3 million in non-cash asset impairments which were primarily related to our OEM segment. The impairments, recognized in the fourth quarter of 2008, primarily reflect the impact of our decision during that quarter to significantly downsize our sales projections for, and capacity within, the OEM segment after having been unsuccessful in securing necessary price increases with certain OEM

customers. These facts, as well as the impact that the declining economy was having on customers within the OEM segment at that time, were all factors which gave rise to the 2008 asset impairments.

 

Restructuring charges — Restructuring charges for 2009 were $5.5 million, as compared to $10.2 million for 2008. For 2009, these expenses were primarily incurred in connection with severance for headcount reductions and for lease and holding costs incurred relative to those facilities closed during 2008 and 2009. We closed our East Long Meadow, Massachusetts and Oswego, New York facilities in March and August of 2009, respectively.

 

For 2008, restructuring charges primarily reflected costs incurred in connection with the integration of our 2007 Acquisitions. In addition, during the second half of 2008, we announced and executed a series of separately planned workforce reduction initiatives, including (1) a headcount reduction at our Oswego, New York manufacturing facility, and (2) workforce reductions at our El Paso, Texas facilities and within our corporate offices in Waukegan, Illinois. The Oswego reductions were made as the result of a decision to transition copper fabrication activities from the Oswego plant to our Bremen, Indiana facility. The El Paso and corporate reductions were in part a function of our integration efforts, as well as in response to the deterioration of economic conditions during the fourth quarter of 2008. In total, we reduced our headcount by approximately 200 employees during the fourth quarter of 2008 as a result of these actions.

 

We currently have nine closed facilities, five of which are leased for various lengths of time through 2015, and four of which are owned, for which we are obligated to pay holding costs. We anticipate paying between approximately $1.5 million and $2.5 million in such costs in 2010 without giving effect to our successfully negotiating any potential sales, subleases, or lease buy-outs in relation to one or more of these properties. We do not currently have any new significant restructuring initiatives planned for 2010; however, management is continually adjusting plans and production schedules in light of sales trends, the macro-economic environment and other demand indicators, and the possibility exists that we may determine further plant closings, restructurings and workforce reductions are necessary, some of which may be significant.

 

Interest expense — We incurred $25.3 million in interest expense for 2009, as compared to $29.7 million for 2008. The decrease in interest expense was due primarily to lower average outstanding borrowings in 2009 as compared to the same time period last year.

 

Gain on repurchase of 2012 Senior Notes — We recorded a $3.3 million gain during 2009 resulting from our repurchase of $15.0 million in aggregate par value of our 2012 Senior Notes.

 

Other (income) loss — We recorded other income of $1.2 million in 2009 as compared to a loss of $2.2 million in 2008, with both years’ amounts reflecting the impact of exchange rate changes on our Canadian subsidiary.

 

Income tax expense (benefit) — We recorded an income tax benefit of $4.0 million 2009, compared to an income tax benefit of $13.7 million for 2008. Our effective tax rate for 2009 was 5.7% compared to an effective tax rate of 32.7% for the same period last year. This decline in our effective tax benefit rate primarily reflects the $69.5 million pre-tax, non-cash goodwill impairment charge recorded during 2009. A significant amount of the related goodwill did not have a corresponding tax basis, thereby reducing the associated tax benefit for the pre-tax charge. We would expect our 2010 tax rate to increase in the absence of further non-deductible impairment charges and more closely approximate the statutory tax rate.

 

Year Ended December 31, 2008 Compared with Year Ended December 31, 2007

 

Net sales — Our net sales for 2008 were $973.0 million compared to $864.1 million for 2007, an increase of $108.9 million, or 12.6%. Our total sales volume (measured in total pounds shipped) increased 12.7% for 2008 compared to 2007. These full-year increases, due primarily to the expansion of our customer base as a result of our 2007 Acquisitions, occurred during the first three quarters of the year and were not indicative of trends which existed at the end of 2008.

 

During the fourth quarter of 2008, we experienced a significant contraction in demand across our business in the face of recessionary conditions. Volumes declined throughout the quarter as compared to volumes during the first three quarters of 2008, with the rate of decline accelerating toward the end of 2008 and into 2009. For the fourth quarter of 2008, our total sales volume declined 21.3% as compared to the same quarter in 2007, reflecting volume

declines of 7.5% and 43.5% within our Distribution and OEM segments, respectively. The decline in Distribution segment volume was mitigated somewhat by the impact of 2007 Acquisitions, as the fourth quarter of 2008 included the full benefit of the Woods acquisition, whereas the fourth quarter of 2007 included only one month of Woods sales. The significant fourth quarter volume declines were coupled with a sharp drop in the price of copper, reducing our fourth quarter sales to $182.2 million, a decline of $72.1 million, or 28.4%, from the same quarter in 2007. During the fourth quarter of 2008, copper averaged $1.75 per pound, representing a 49.3% decline compared to an average of $3.45 per pound for the third quarter of 2008, and a 46.2% decline from an average price of $3.25 per pound for the fourth quarter of 2007. This sharp fourth quarter decline in copper prices mitigated the impact of significant increases in copper prices noted during the first nine months of 2008. Thus, for the year, the daily selling price of copper cathode on the COMEX averaged $3.13 per pound in 2008, representing a 3.1% decline from 2007.

 

Gross profit — We generated $93.6 million in total gross profit in 2008 compared to $104.6 million in 2007, a decline of $11.0 million. Our gross profit margin for 2008 was 9.6% compared to 12.1% for 2007. Both the decline in gross profit dollars and gross profit margin for 2008 reflected poor gross profit performance within the OEM segment throughout most of 2008, as well as a significant decline in fourth quarter gross profit across both the OEM and Distribution segments. Our total gross profit increased $13.0 million in aggregate through the first three quarters of 2008 as the impact of our 2007 Acquisitions more than offset declined margin within the OEM segment. This increase in margin recorded for the first three quarters of 2008, however, was more than offset by a $24.0 million decline in margin for the fourth quarter of 2008, as compared to the same quarter in 2007. In response to the severe decline in sales demand during the fourth quarter of 2008, we reduced our workforce and plant production, closing our production facilities for an extended period during the fourth quarter of 2008 to control stock levels given lower demand levels. These actions lowered our variable labor and overhead costs, but were not enough to offset the unfavorable impact of increased unfavorable overhead variances given the rapid nature of the sales demand decline and resulting lower production levels. These unfavorable variances were a significant factor in both the fourth quarter and full-year 2008 gross profit declines as compared to the same periods in 2007.

 

In addition, our margins were negatively impacted by a sharp drop in copper prices during the fourth quarter of 2008, as we believe many competing suppliers lowered prices further and more rapidly in the face of the lowered overall demand and excess industry capacity than would be expected in the context of more normal market conditions. In this regard, our 2008 gross profit included the unfavorable impact of a $4.8 million charge recorded during the fourth quarter of 2008 to reflect a lower of cost or market adjustment for our on-hand inventory as of December 31, 2008. This charge reflected the impact of the above-noted severe decline in copper prices during late 2008 coupled with weakened sales demand which created downward pricing pressure in the market, reducing the market value for certain of our inventory below its first in, first out (“FIFO”) carrying value and requiring an adjustment to reflect such inventory at the lower of cost or market at December 31, 2008.

 

Selling, engineering, general and administrative — We incurred SEG&A expense of $52.2 million in 2008 compared to $44.3 million for 2007, an increase of $7.9 million. As a percentage of net sales, SEG&A expense was 5.4% in 2008, as compared to 5.1% in 2007. As noted above, SEG&A expense for 2008 included a non-cash charge of $1.6 million for an allowance established during 2008 for an insurance claim we filed for thefts which occurred in 2005 at our manufacturing facility in Miami Lakes, Florida, which we have since closed. During the third quarter of 2008, as a result of failing to secure satisfactory settlement of the matter with our insurers, we commenced legal action in regard to this matter and recorded an allowance for the related insurance receivable. Excluding the impact of this non-cash charge, SEG&A expense for 2008 was $50.6 million, or 5.2% of total net sales for 2008. The remaining $6.3 million increase in SEG&A expense for 2008 as compared to 2007 included a $1.2 million increase in payroll-related expenses, as reduced incentive-based payroll expense was more than offset by the impact of headcount increases occurring during the first half of 2008. These increases were largely as a result of employees added from our 2007 Acquisitions. We significantly reduced our headcount in the second half of 2008, in part due to the integration of the 2007 Acquisitions, as well as in response to the sharp decline in sales demand experienced late in 2008, as noted above. The remaining $5.1 million increase in SEG&A expense from 2007 occurred across a number of general expense categories, most notably professional fees and information technology expenses associated primarily with our integration efforts.

 

Intangible amortization expense — We recorded a total of $12.0 million and $7.6 million in amortization expense for 2008 and 2007, respectively, in connection with intangible assets recognized as part of our 2007

Acquisitions, with the increased expense recorded in 2008 mainly attributable to the fact that 2008 reflected a full year of intangible amortization expense.

 

Asset impairments — We recorded a total of $29.3 million in non-cash asset impairments in 2008. The charges were primarily related to our OEM segment as discussed above in the comparison of 2009 and 2008 consolidated operating results.

 

Restructuring charges — Restructuring charges of $10.2 million were recorded in 2008 compared to $0.9 million in 2007. For 2008, these expenses were primarily incurred in connection with the integration of our 2007 Acquisitions.

 

Interest expense — We incurred $29.7 million in interest expense in 2008, compared to $27.5 million in 2007, an increase of $2.2 million. The increase was due primarily to additional expense related to the 2007 Notes and increased borrowings under our Revolving Credit Facility during 2008. During the course of 2007, we increased our total debt level significantly to fund our acquisition activities, including the acquisition of Copperfield in April of 2007 and Woods in November 2007. These increased debt levels increased our interest expense for 2008, as compared to 2007, which did not contain a full-year impact of the higher borrowing levels brought about by the 2007 Acquisitions. We did, however reduce our debt levels during the second half of 2008, and at December 31, 2008, our total debt was $272.8 million, down from total debt of $367.8 million outstanding at December 31, 2007.

 

Other (income) loss — As noted above, other loss for 2008 primarily reflects the unfavorable impact of exchange rates on our Canadian subsidiary.

 

Income tax expense (benefit) — We recorded an income tax benefit of $13.7 million in 2008 compared to income tax expense of $9.4 million for the year ended December 31, 2007, with the decline reflecting the pre-tax loss in 2008.

 

Segment Results

 

The following table sets forth, for the periods indicated, statements of operations data by segment in thousands of dollars, segment net sales as a percentage of total net sales and segment operating income as a percentage of segment net sales.

 

 

 

Segment operating income represents income from continuing operations before net interest expense, other income or expense, and income taxes. Corporate consists of items not charged or allocated to the segments,

including costs for employee relocation, discretionary bonuses, professional fees, restructuring expenses, asset impairments and intangible amortization. The Company’s segments have common production processes, and manufacturing and distribution capacity. Accordingly, we do not identify net assets to our segments. The accounting policies of the segments are the same as those described in Note 1 of Notes to Consolidated Financial Statements contained in Part II, Item 8 of this document.

 

Distribution Segment

 

For 2009, net sales were $390.9 million, as compared to $670.7 million for 2008, a decrease of $279.8 million, or 41.7%. As noted above in our discussion of consolidated results, this decrease was due primarily to a decline in sales volumes and copper prices as compared to 2008. For 2009, our Distribution segment sales volume (measured in total pounds shipped) decreased 31.4% compared to 2008.

 

Operating income was $36.7 million for 2009, as compared to $57.1 million for 2008, a decline of $20.4 million, primarily reflecting the above-noted impact on gross profit of decreased sales volumes in 2009, partially offset by an improved gross margin rate and lower SEG&A expense. Our segment operating income rate was 9.4% for 2009, as compared to 8.5% for 2008. The improvement in the operating income rate in 2009 was primarily due to the favorable impact in 2009 of cost rationalization efforts and the unfavorable impact on 2008 results that arose from significant unfavorable overhead variances recorded during the fourth quarter of that year due to a rapid and significant decline in volume levels during the fourth quarter of 2008.

 

In 2008, net sales increased $94.1 million, from $576.6 million to $670.7 million, or 16.3%, compared to 2007. This increase was due primarily to an increase in our sales in this segment during the first three quarters of 2008, partially offset by a significant decline in volume during the fourth quarter of 2008. Our sales increased in this segment during the first three quarters of 2008 due both to increased copper prices and more notably an increase in our customer base as a result of our 2007 Acquisitions which occurred during the course of 2007. As noted above in our review of consolidated results, during the fourth quarter of 2008 we experienced a significant contraction in demand across our business. Our total sales volume declined 7.5% within our Distribution segment during the fourth quarter of 2008 compared to the same quarter of 2007, with the decline mitigated somewhat by the impact of 2007 Acquisitions, as the fourth quarter of 2008 included the full benefit of the Woods acquisition, whereas the fourth quarter of 2007 included only one month of Woods sales. These significant fourth quarter volume declines were coupled with a sharp drop in the price of copper, reducing our total Distribution net sales for the quarter to $141.9 million, a decline of $24.5 million, or 14.7%, from the fourth quarter of 2007.

 

Operating income was $57.1 million in 2008 compared to $58.4 million for 2007, a decrease of $1.3 million, or 2.2%. This decrease was a function of a significant decline in operating income recorded during the fourth quarter of 2008, as compared to prior quarters in 2008, as well as 2007. As noted above, the recessionary conditions existing during the fourth quarter of 2008 caused a significant and rapid decline in our volumes. Given this rapid decline, our profitability decreased for the same period, as we were not able to offset the impact of the decline with cost savings associated with reduced production levels. As a result, we experienced a significant increase in unfavorable overhead variances during the quarter.

 

OEM Segment

 

For 2009, net sales were $113.2 million, as compared to $302.2 million for 2008, a decrease of $189.0 million, or 62.5%. As noted above in our discussion of consolidated results, this decrease was due to a decline in sales volumes and copper prices as compared to 2008. For 2009, our OEM segment sales volume (measured in total pounds shipped) decreased 49.5% compared to 2008. In addition to the impact of recessionary conditions prevalent throughout 2009, the decline in volume also reflected the impact of our customer rationalization efforts within OEM. In late 2008, we decided to reduce the extent of our sales to many customers within this segment as a result of failing to secure adequate pricing for our products from such customers. We determined these actions were necessary to improve the overall financial performance of the Company. As our OEM customer rationalization was completed in late 2008, we do not anticipate any further impact to our OEM revenues from such rationalization efforts.

Operating income was $7.1 million for 2009, as compared to an operating loss of $3.3 million for 2008, an increase of $10.4 million. Our segment operating income rate was 6.2% for 2009, as compared to (1.1)% for 2008. Both the increase in operating income and the improvement in operating income rate during 2009, as compared to 2008, primarily reflected the favorable impact of the above-noted OEM customer and cost rationalization efforts as discussed in our above review of consolidated results.

 

For 2008, net sales were $302.2 million compared to $287.5 million for 2007, an increase of $14.7 million, or 5.1%. As noted above, this increase was due primarily to increased sales recorded during the first half of 2008 as a result of an increase in our customer base resulting from our 2007 Acquisitions that occurred after the first quarter of 2007. OEM segment sales declined during the second half of 2008, with a significant decline during the fourth quarter of 2008 in the face of recessionary conditions. For the fourth quarter of 2008, our total sales volume declined 43.5% within our OEM segment, as compared to the fourth quarter of 2007, reflecting decreased demand from existing customers which were particularly affected by the then-existing economic circumstances.

 

We recorded an operating loss of $3.3 million in 2008 compared to operating income of $8.3 million for 2007, a decline of $11.6 million. The OEM operating loss for 2008 excludes the impact of asset impairment charges, which we record as a component of corporate-related expenses. In addition to the impact of a severe decline in 2008 fourth quarter sales and profits as a result of recessionary conditions prevalent during that quarter, our OEM results for 2008 were also negatively impacted by our inability to timely pass on inflationary raw material cost increases to our customers within this segment during 2008.

 

Net Sales by Groups of Products

 

Net sales across our four major product lines were as follows:

 

 

As noted above, we are organized internally according to the customers we serve, which is reflected in the structure of our reportable segments: OEM and Distribution. Therefore, we do not focus internally on the operating performance or profitability of our business by product grouping, as shown in the above table. In relation to the data presented above, however, we note that, while all product categories experienced net sales declines in 2009 as compared to 2008 that are primarily reflective of the general recessionary conditions existing throughout 2009, product sales in our electronic wire grouping declined at a more significant level. While we do not have visibility to the specific end markets into which our products are ultimately sold, based on the nature of, and general applications for, such products, we believe the relatively more significant decline within the electronic wire grouping is reflective of the fact that many of the products within this category, such as thermostat, irrigation, security and telephone wire, are used in residential and commercial construction. We would not expect any significant increase in sales in 2010 within this category given the current condition of these markets. The decline in fabricated bare wire sales for 2009 as compared to 2008 reflects the above-noted impact of recessionary condition existing throughout 2009 and, to a lesser degree, our decision, upon closing our Oswego, New York facility, to exit some specially fabricated bare wire production: Also of note is the sharp increase in the level of sales within the Assembled Wire and Cable Products category between 2008 and 2007. This increase was reflective of the addition of Woods in late 2007, which increased our sales levels within this category.

Liquidity and Capital Resources

 

Debt

 

Our outstanding debt (including capital lease obligations) was as follows:

 

 

As of December 31, 2009, we had $7.6 million in cash and cash equivalents, as compared to $16.3 million as of December 31, 2008. We also had approximately $80.8 million in remaining excess availability under our Revolving Credit Facility at December 31, 2009, as compared to $74.2 million of excess availability at December 31, 2008.

 

Refinancing of 9.875% Senior Notes due October 1, 2012 (the “2012 Senior Notes”) with 9.0% Senior Notes due February 15, 2018 (the “2018 Senior Notes”)

 

At December 31, 2009, we had approximately $225.0 million in aggregate principal amount outstanding of our 2012 Senior Notes, all of which were scheduled to mature on October 1, 2012. On February 3, 2010, we completed a private placement offering of $235.0 million aggregate principal amount of our 2018 Senior Notes to refinance our 2012 Senior Notes (the “Private Placement”). The 2018 Senior Notes mature on February 15, 2018 and interest on these notes will accrue at a rate of 9.0% per annum and be payable semi-annually on each February 15 and August 15, commencing August 15, 2010. The gross proceeds from the Private Placement, approximately $231.7 million which reflects a discounted issue price of 98.597% of the principal amount, were used, together with other available funds, for payment of consideration and costs relating to a cash tender offer and consent solicitation for our 2012 Senior Notes. A total of $199.4 million aggregate principal amount of the 2012 Senior Notes were tendered, which represented approximately 88.6% of the approximately $225.0 million aggregate principal amount of the 2012 Senior Notes outstanding. Consequently, as of March 3, 2010, approximately $25.6 million of the 2012 Senior Notes remain outstanding. We will redeem the $25.6 million in remaining outstanding 2012 Senior Notes on March 22, 2010 at a price of 102.4688% of the principal amount of such 2012 Senior Notes, which, excluding accrued and unpaid interest, will equate to a total redemption amount of approximately $26.2 million.

 

We undertook the above-described refinancing of our 2012 Senior Notes to take advantage of what we believe were favorable conditions within the related financial markets at the time. The refinancing also allowed us to liberalize our bond covenants, extend the maturity of such debt from 2012 to 2018, while at the same time reducing our annual cash interest requirements given the lower coupon rate on the 2018 Senior Notes, partially offset by an increase in the total aggregate principal amount outstanding. We expect to record a loss of between approximately $8.5 million and $9.0 million in the first quarter of 2010 on the early extinguishment of our 2012 Senior Notes. This amount includes the write-off of approximately $1.9 million of unamortized debt issuance costs related to the 2012 Senior Notes, as well as the impact of the call and tender premiums, and other costs paid in connection with the refinancing.

 

The 2018 Senior Notes are non-callable for the first four years subsequent to issuance. Thereafter, the 2018 Senior Notes are callable at a price equal to par plus one-half the coupon rate, declining ratably to par by the end of the sixth year. In addition, the 2018 Senior Notes have a provision allowing us to redeem up to 35% of the principal amount outstanding at any time during the first three years subsequent to issuance with the use of proceeds generated by one or more possible future equity offerings. As with the indenture that governed the 2012 Senior Notes, the indenture for the 2018 Senior Notes contains covenants that, among other things, limit our ability to incur additional indebtedness, make restricted payments, create liens, pay dividends, sell substantially all of our assets, enter into sale and leaseback transactions, and enter into transactions with affiliates of the Company. In addition, the

2018 Senior Notes were issued with registrations rights, whereby we are obligated to use our commercially reasonable efforts to register with the SEC an exchange offering of new notes, having terms substantially identical to those of the 2018 Senior Notes, except that the new notes will be freely tradeable. This SEC registration and exchange offering is planned for 2010.

 

Revolving Credit Facility

 

Our Revolving Credit Facility is a senior secured facility that provides for aggregate borrowings of up to $200.0 million, subject to certain limitations as discussed below. The proceeds from the Revolving Credit Facility are available for working capital and other general corporate purposes, including merger and acquisition activity. At December 31, 2009, we had approximately $80.8 million in remaining excess availability under the Revolving Credit Facility.

 

Our Revolving Credit Facility was amended on June 18, 2009 in connection with the above-noted 2012 Senior Notes repurchases to permit us to spend up to $30.0 million to redeem, retire or repurchase our 2012 Senior Notes so long as (i) no default or event of default existed at the time of the repurchase or would result from the repurchase and (ii) excess availability under the Revolving Credit Facility after giving effect to the repurchase remained above $40 million. Prior to this amendment, we were prohibited from making prepayments on or repurchases of the 2012 Senior Notes. The amendment required us to pay an upfront amendment fee of $1.0 million, and also increased the applicable interest rate margins by 1.25% and the unused line fee increased by 0.25%. Accordingly, subsequent to the amendment, interest is payable, at our option, at the agent’s prime rate plus a range of 1.25% to 1.75% or the Eurodollar rate plus a range of 2.50% to 3.00%, in each case based on quarterly average excess availability under the Revolving Credit Facility.

 

We further amended our Revolving Credit Facility on January 19, 2010, in connection with the issuance of the 2018 Senior Notes (i) to permit the sale of the 2018 Senior Notes (ii) to enhance our ability to create and finance foreign subsidiaries, (iii) to liberalize key covenants and make other changes to increase operating flexibility. Pursuant to this amendment, borrowing availability under the Revolving Credit Facility for foreign subsidiaries is limited to the greater of (i) the sum of 85% of the aggregate book value of accounts receivable of such foreign subsidiaries plus 60% of the aggregate book value of the inventory of such foreign subsidiaries and (ii) $25 million (excluding permitted intercompany indebtedness of such foreign subsidiaries).

 

Pursuant to the terms of the Revolving Credit Facility, we are required to maintain a minimum of $10 million in excess availability under the Revolving Credit Facility at all times. Borrowing availability under the Revolving Credit Facility is limited to the lesser of (i) $200 million or (ii) the sum of 85% of eligible accounts receivable, 55% of eligible inventory and an advance rate to be determined of certain appraised fixed assets, with a $10 million sublimit for letters of credit.

 

The Revolving Credit Facility is guaranteed by our domestic subsidiary and is secured by substantially all of our assets and the assets of our domestic subsidiary, including accounts receivable, inventory and any other tangible and intangible assets (including real estate, machinery and equipment and intellectual property) as well as by a pledge of all the capital stock of our domestic subsidiary and 65% of the capital stock of our Canadian foreign subsidiary, but not our Chinese 100%-owned entity.

 

The Revolving Credit Facility contains financial and other covenants that limit or restrict our ability to pay dividends, incur indebtedness, permit liens on property, make investments, provide guarantees, enter into mergers, acquisitions or consolidations, conduct asset sales, enter into leases or sale and lease back transactions, and enter into transactions with affiliates. In addition to maintaining a minimum of $10 million in excess availability under the Revolving Credit Facility at all times, the financial covenants in the Revolving Credit Facility require us to maintain a fixed charge coverage ratio of not less than 1.1 to 1.0 for any month during which our excess availability under the Revolving Credit Facility falls below $30 million. We maintained greater than $30 million of monthly excess availability during 2009.

 

As of December 31, 2009, we were in compliance with all of the covenants on our Revolving Credit Facility.

 

Current and Future Liquidity

 

In general, we require cash to fund working capital, capital expenditures, debt repayment and to pay interest costs related to our debt. Our working capital requirements tend to increase when we experience significant

increased demand for products or significant copper price increases. Conversely, when demand declines or copper prices fall, our working capital requirements generally decline as well. We may be required to increase our borrowings under our Revolving Credit Facility in the future if, among a number of other potential factors, the price of copper further increases, thereby further increasing our working capital requirements.

 

Our management assesses the future cash needs of our business by considering a number of factors, including: (1) historical earnings and cash flow performance, (2) future working capital needs, (3) current and projected debt service expenses, (4) planned capital expenditures, and (5) our ability to borrow additional funds under the terms of our Revolving Credit Facility.

 

Based on the foregoing, we believe that our operating cash flows and borrowing capacity under the Revolving Credit Facility will be sufficient to fund our operations, debt service and capital expenditures for the foreseeable future. At December 31, 2009, we had $10.2 million in outstanding borrowings against our $200.0 million Revolving Credit Facility and had $7.6 million in cash on hand, as well as $80.8 million in excess availability.

 

If we experience a deficiency in earnings with respect to our fixed charges in the future, we would need to fund the fixed charges through a combination of cash flows from operations and borrowings under the Revolving Credit Facility. If cash flows generated from our operations, together with borrowings under our Revolving Credit Facility, are not sufficient to fund our operations, debt service and capital expenditures and we need to seek additional sources of capital, the limitations on our ability to incur debt contained in the Revolving Credit Facility and the Indenture relating to our 2018 Senior Notes could prevent us from securing additional capital through the issuance of debt. In that case, we would need to secure additional capital through other means, such as the issuance of equity. In addition, we may not be able to obtain additional debt or equity financing on terms acceptable to us, or at all. If we were not able to secure additional capital, we could be required to delay or forego capital spending or other corporate initiatives, such as the development of products, or acquisition opportunities.

 

Our Revolving Credit Facility permits us to redeem, retire or repurchase our 2018 Senior Notes subject to certain limitations. We may repurchase 2018 Senior Notes in the future but whether we do so will depend on a number of factors and there can be no assurance that we will repurchase any amounts of our 2018 Senior Notes.

 

Cash Flow Summary

 

A summary of our cash flows for 2009, 2008 and 2007 was as follows:

 

 

Operating activities

 

Net cash provided by operating activities was $27.7 million, $116.2 million, and $23.8 million for 2009, 2008 and 2007, respectively. The $88.5 million decline in cash provided by operating activities for 2009 as compared to 2008 was largely a result of the impact of changes in working capital items, primarily changes in inventory, accounts receivable, and accounts payable. Lower consolidated inventory levels at December 31, 2009, compared to levels at December 31, 2008, generated approximately $7.0 million in operating cash flows in 2009. This 2009 improvement

was in addition to a $58.2 million increase in operating cash flows generated in 2008 relative to inventories, as a sharp decline in copper prices during the fourth quarter of 2008, as well as a reduction in inventory levels given a significant reduction in demand at that same time and the impact of our OEM customer rationalization efforts, significantly lowered our required working capital investment in inventory at December 31, 2008, as compared to December 31, 2007. Similarly, we generated $10.2 million in operating cash flows from accounts receivable during 2009 as a result of lower outstanding receivable levels at December 31, 2009 compared to December 31, 2008, which primarily reflected the impact of lower overall demand levels in 2009. This improvement in 2009 was in addition to a $60.1 million increase in operating cash flows generated in 2008 relative to accounts receivable, as a sharp decline in copper prices during the fourth quarter of 2008, as well as a reduction in receivable levels given a significant reduction in demand at that same time, significantly lowered our required working capital investment in accounts receivable at December 31, 2008, as compared to December 31, 2007. These significant improvements in operating cash flows generated from inventories and accounts receivable realized in 2008 create unfavorable year-over-year comparisons when 2009 is compared with 2008. The impact of such items on year-over-year cash flows was partially offset, however, by changes in our accounts payable levels over the same periods. For 2009, we recorded a use of $9.7 million in operating cash flows relative to accounts payable compared to a use of $19.9 million in 2008. This change reflects a significant reduction in accounts payable levels at the end of 2008 given the above-noted sharp decline in copper prices and demand levels that occurred in the fourth quarter of 2008, which lowered our overall level of accounts payable at that time. The $92.4 million increase in cash provided by operating activities for 2008 as compared to 2007 primarily reflects the above-described changes in working capital requirements brought about by a sharp decline in copper prices and demand levels at the end of 2008, partially offset by lower levels of income in 2008 as compared to 2007.

 

Investing activities

 

Net cash utilized for investing activities was $4.0 million, $13.8 million and $269.1 million in 2009, 2008 and 2007, respectively. The $9.8 million decline in cash utilized for investing activities between 2009 and 2008, primarily reflects $13.3 million in capital expenditures in 2008, primarily associated with our new facilities in Pleasant Prairie, Wisconsin and El Paso, Texas, both of which were opened that year. The $269.1 million in cash used in investing activities in 2007 primarily was attributable to the acquisition of both Copperfield and Woods in that year, which accounted for $263.1 million of the total. We would expect our 2010 capital expenditures to approximate 2009 levels.

 

Financing activities

 

Net cash used by financing activities was $32.8 million and $94.5 million in 2009 and 2008, respectively. Net cash provided by financing activities was $239.4 million in 2007. The $32.8 million used in financing activities for 2009 included $19.8 million in net repayments made under our Revolving Credit Facility during 2009 due to a reduction in debt primarily brought about by efforts to reduce our levels of working capital, $12.0 million used to repurchase a portion of our 2012 Senior Notes, and $1.0 million paid to amend our Revolving Credit Facility.

 

Net cash used by financing activities was $94.5 million in 2008 compared to net cash provided from financing activities of $239.4 million in 2007. The $94.5 million in cash used in financing activities in 2008 was due to a reduction in debt brought about both by a decline in the price of copper and, thus, our working capital needs, as well as efforts to reduce our overall working capital, including our inventory levels. The $239.4 million provided in 2007 was primarily a function of acquisition-related borrowing activities. As noted above, during 2007 we issued the $120.0 million 2007 Senior Notes, generating total proceeds of $119.4 million (net of issuance costs), and increased our borrowings under our Revolving Credit Facility, which were $123.4 million at December 31, 2007.

 

Seasonality

 

We have experienced, and expect to continue to experience, certain seasonal trends in our sales and cash flow. We generally require increased levels of cash during the second and third quarters of the year to build inventories in anticipation of higher demand during the late fall and early winter months. In general, the trade receivables generated from these periods of relatively higher sales is subsequently collected during the late fourth and early first quarter of the year.

Contractual Obligations

 

The following table sets forth information about our contractual obligations and commercial commitments as of December 31, 2009:

 

 

 

 

Long-term debt obligations include $10.2 million of borrowings outstanding under our Revolving Credit Facility which has a maturity of 2012. Interest obligations on our variable rate debt, primarily our borrowings under the Revolving Credit Facility, have been calculated based on the prevailing interest rate at December 31, 2009. Amounts of future interest payments made on such variable rate borrowings will depend on prevailing variable interest rates in future periods and the amount of outstanding borrowings under our Revolving Credit Facility for such periods.

 

Purchase obligations primarily consist of purchase orders and other contractual arrangements for inventory and raw materials.

 

We anticipate being able to meet our obligations as they come due.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements.

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. While our significant accounting policies are described in more detail in the notes to our consolidated financial statements included elsewhere in this report, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our financial statements.

 

Revenue Recognition

 

We recognize sales of our products when the products are shipped to customers and title passes to the customer in accordance with the terms of sale. We provide incentive allowances to our customers, with the amount of such promotional allowances being tied primarily to the particular customer’s level of purchasing activity during a specified time period or periods. We record an accrual for such promotional allowances and reflect the expenses as a reduction of our net sales when we determine that it is probable the allowances will be earned by the customer and the amount of the allowances are reasonably estimated. We base our accruals primarily on sales activity and our historical experience with each customer.

Allowance for Uncollectible Accounts

 

We record an allowance for uncollectible accounts to reflect management’s best estimate of losses inherent in our receivables as of the balance sheet date given the facts available to us at the time the allowance is recorded. As was the case in 2008, which included the full-year impact of significant acquisitions made during the course of 2007, our write-off activity and allowance will generally increase with increases in the overall scale of our business. Establishing this allowance involves considerable judgment. In calculating the necessary allowance for uncollectible accounts, we perform ongoing credit evaluations of our customers. We consider both the current financial condition of individual customers and historical write-off patterns in establishing our allowance. When we become aware that, due to deterioration of their financial condition or for some other reason, a particular customer is unable or unwilling to pay an amount owed to us, we record a specific allowance for receivables related to that customer to reflect our best estimate of the realizability of amounts owed. During the fourth quarter of 2008, in response to a general and significant deterioration in economic conditions and their impact on the financial condition of certain specific customers, including negative trends in the past due accounts of such customers, we determined it necessary to increase our write-offs and allowance for uncollectible accounts well above the company’s historical averages of recent years. In 2009, our bad debt experience improved, and we benefited from the resolution of certain customer-related collection matters. Actual future collections of receivables could differ significantly from our estimates as a function of future, unforeseen changes in general, industry and specific customers’ financial conditions. In addition, we reserve for customer credits and discounts expected to be issued relative to our accounts receivable balance. These reserves are intended to reflect an estimate of future credits and discounts that are probable of issuance in relation to the existing accounts receivable balance, and these estimates are based on historical experience.

 

Inventories

 

Inventories include material, labor and overhead costs and are recorded at the lower of cost or market using the first-in first-out (“FIFO”) method. In applying FIFO, we evaluate the realizability of our inventory on a product-by-product basis. In circumstances where inventory levels are in excess of anticipated market demand, where inventory is deemed technologically obsolete or not saleable due to its condition or where the inventory cost for an item exceeds its net realizable value, we record a charge to cost of goods sold and reduce the inventory to its net realizable value. Copper constitutes our primary inventory component. During the fourth quarter of 2008, copper cathode on the COMEX averaged $1.75 per pound, representing a 49.3% decline compared to an average of $3.45 per pound for the third quarter of 2008. As a result of this sharp decline in copper prices coupled with the impact of significantly lower overall market demand on market pricing, we recognized a charge of $4.8 million in the fourth quarter of 2008 to write our inventories down to their lower of cost or market values. Though copper prices have increased since December 31, 2008, averaging $2.37 and $3.04 per pound for the full-year and fourth quarter of 2009, respectively, any significant future decline in copper prices at current or lower levels of market demand, would likely necessitate additional lower of cost or market adjustments, the magnitude of which would be a function of such price declines and overall market demand.

 

Plant and Equipment and other Long-Lived Assets

 

Plant and equipment are carried at cost and are depreciated over their estimated useful lives, ranging from three to twenty years, using principally the straight-line method for financial reporting purposes and accelerated methods for tax reporting purposes. Our other long-lived assets consist primarily of customer-related intangible assets recorded in connection with our 2007 Acquisitions. These intangible assets are amortized over their estimated useful lives using an accelerated amortization methodology which reflects our estimate of the pattern in which the economic benefit derived from such assets is to be consumed. The carrying value of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation period or the carrying value is warranted. When events and circumstances indicate that our long-lived assets should be reviewed for possible impairment, we test for the existence of impairment by developing and utilizing projections of future cash flows expected to be generated from the use and eventual disposition of the assets or asset groups in question. Our asset groups reflect the shared nature of our facilities and manufacturing capacity. Expected cash flows are projected on an undiscounted basis over the remaining life of the assets or asset groups in question to determine whether such cash flows are expected to exceed the recorded carrying amount of the assets involved. If we identify the existence of impairment as a result of employing this test, we determine the amount of the impairment loss by the extent to which the carrying value of the

impaired assets exceed their fair values as determined by valuation techniques including, as appropriate, the use of discounted cash flows to measure estimated fair value.

 

During the fourth quarter of 2008, we recorded $17.6 million in long-lived asset impairments related to our plant and equipment and other long-lived assets. Given our revised plans and projections for future performance of the OEM segment in light of our customer rationalization efforts and our failure to secure necessary future price increases with significant OEM customers, as well as the impact the declining economy appears to have had on such customers, we determined it necessary to test our OEM-related long-lived assets for potential impairment during the fourth quarter of 2008, and recorded the above-noted impairment charges as a result of such analysis.

 

The long-lived asset impairment test uses significant assumptions, estimates and judgments, and is subject to inherent uncertainties and subjectivity. Estimating projected cash flows associated with our asset groups involved the use of significant assumptions, estimates and judgments with respect to numerous factors, including future sales, gross profit, selling, engineering, general and administrative expense rates, discount rates and cash flows. These estimates were based on our revised business plans and forecasts in light of the above-noted facts and circumstances.

 

The use of different assumptions, estimates or judgments, such as the estimated future undiscounted cash flows or in the discount rate used to discount such cash flows could have significantly increased or decreased the related impairment charge. For example, as of December 31, 2008, (1) a 5% increase or decrease in the aggregate estimated undiscounted cash flows associated with the associated asset groups (without any change in the discount rate) would have resulted in an increase or decrease of approximately $1.0 million in the impairment charge recorded as of such date, and (2) a 100 basis point increase or decrease in the discount rate used (without any change in the aggregate estimated undiscounted cash flows) would have resulted in a decrease or increase of approximately $0.3 million in the impairment charge recorded as of such date. The above-described sensitivities are presented solely to illustrate the effects that a hypothetical change in one or more key variables might have on the outcomes produced by the impairment testing process. Further impairment charges may be recognized in future periods to the extent changes in a number of factors or circumstances occur, including but not limited to further deterioration in the performance of and future projections relative to, or changes in our plans for one or more of our long-lived asset groups or facilities.

 

Goodwill and Other Intangible Assets

 

Under goodwill accounting rules, we are required to assess goodwill for impairment annually, or more frequently if events or circumstances indicate impairment may have occurred. The goodwill impairment test is performed at the reporting unit level. We perform our annual test for potential goodwill impairment as of December 31st of each year. The test requires that a fair value estimate be made at the reporting unit level as of the test date. Potential impairment exists if the carrying amount of net assets of a particular reporting unit, including goodwill, as of the test date exceeds the then estimated fair value of the reporting unit. We have determined that our operating segments appropriately serve as reporting units, as defined by the accounting rules governing, and for purposes of applying, our goodwill impairment tests. Determining the carrying value, or the net assets for an individual reporting unit, requires the use of estimation and allocation methodologies given the shared nature of many of our assets and liabilities. To the extent possible, we identify assets, such as trade receivables, and liabilities specific to each specific reporting unit, however, given our use of primarily shared production facilities and resources, assets such as inventory, fixed assets and accounts payable have to be allocated on a basis reflective of our best estimate of their relative usage by each reporting unit. Then, in performing the above-described test, if it is determined that the carrying value of a particular reporting unit exceeds its estimated fair value, the implied fair value of the segment’s goodwill must next be determined. If the carrying amount of the reporting unit’s goodwill exceeds its implied fair value, an impairment of goodwill is deemed to have taken place and a loss is recorded equal to the amount of the excess.

 

During the first quarter of 2009, we concluded that there were sufficient indicators to require us to perform an interim goodwill impairment analysis based on a combination of factors which were in existence at that time, including a significant decline in our market capitalization, as well as the recessionary economic environment and its then estimated potential impact on our business. Accordingly, we recorded a non-cash goodwill impairment charge of approximately $69.5 million, representing our best estimate of the impairment loss incurred within three

of the four reporting units within our Distribution segment: Electrical distribution, Wire and Cable distribution and Industrial distribution. At the March 31, 2009 test date, no indication of impairment under the goodwill impairment test existed relative to our Retail distribution reporting unit, and we did not have any goodwill recorded within our OEM segment. For the purposes of the goodwill impairment analysis, our estimates of fair value were based primarily on estimates generated using the income approach, which estimates the fair value of our reporting units based on their projected future discounted cash flows. As of December 31, 2009, management determined that the fair values of all reporting units which carry goodwill, substantially exceeded their respective carrying values.

 

The goodwill impairment testing process involves the use of significant assumptions, estimates and judgments, and is subject to inherent uncertainties and subjectivity. Estimating a reporting unit’s projected cash flows involves the use of significant assumptions, estimates and judgments with respect to numerous factors, including future sales, gross profit, selling, engineering, general and administrative expense rates, capital expenditures, and cash flows. These estimates are based on our business plans and forecasts. These estimates are then discounted, which necessitates the selection of an appropriate discount rate. The discount rate used reflects market-based estimates of the risks associated with the projected cash flows of the reporting unit. The allocation of the estimated fair value of our reporting units to the estimated fair value of their net assets required under the second step of the goodwill impairment test also involves the use of significant assumptions, estimates and judgments.

 

The use of different assumptions, estimates or judgments in either step of the goodwill impairment testing process, such as the estimated future cash flows of our reporting units, the discount rate used to discount such cash flows, or the estimated fair value of the reporting units’ tangible and intangible assets and liabilities, could significantly increase or decrease the estimated fair value of a reporting unit or its net assets, and therefore, impact the related impairment charge. For example, as of March 31, 2009, (1) a 5% increase or decrease in the aggregate estimated undiscounted cash flows of our reporting units (without any change in the discount rate used in the first step of its goodwill impairment test as of such date) would have resulted in an increase or decrease of approximately $14.0 million in the aggregate estimated fair value of our reporting units as of such date, (2) a 100 basis point increase or decrease in the discount rate used to discount the aggregate estimated cash flows of our reporting units to their net present value (without any change in the aggregate estimated cash flows of our reporting units used in the first step of its goodwill impairment test as of such date) would have resulted in a decrease or increase of approximately $18.0 million in the aggregate estimated fair value of our reporting units as of such date, and (3) a 1% increase or decrease in the estimated sales growth rate without a change in the discount rate of each reporting unit would have resulted in an increase or decrease of approximately $7.0 million in the aggregate estimated fair value of our reporting units as of such date. The goodwill impairment testing process is complex, and can be affected by the inter-relationship between certain assumptions, estimates and judgments that may apply to both the first and second steps of the process and the fact that the maximum potential impairment of the goodwill of any reporting unit is limited to the carrying value of the goodwill of that reporting unit. Accordingly, the above-described sensitivities around changes in the aggregate estimated fair values of our reporting units would not necessarily have a dollar-for-dollar impact on the amount of goodwill impairment we recognized as a result of our analysis. These sensitivities are presented solely to illustrate the effects that a hypothetical change in one or more key variables affecting a reporting unit’s fair value might have on the outcomes produced by the goodwill impairment testing process.

 

In addition to the above-noted interim goodwill impairment test performed during the first quarter of 2009, we performed our annual goodwill impairment test as of December 31, 2009, with no indication of potential impairment. The estimated fair value of each reporting unit with recorded goodwill as of December 31, 2009 was significantly in excess of its related carrying value, with no such reporting unit having an excess of fair value less than 30% of its carrying value. As stated above, the use of different assumptions, estimates or judgments in the goodwill impairment testing process may significantly increase or decrease the estimated fair value of a reporting unit or its net assets. However, as of the December 31, 2009 annual impairment test date, the above-noted conclusion, that no indication of goodwill impairment existed as of the test date, would not have changed had the test been conducted assuming: 1) a 5% decrease in the aggregate estimated undiscounted cash flows of our reporting units (without any change in the discount rate), 2) a 100 basis point increase in the discount rate used to discount the aggregate estimated cash flows of our reporting units to their net present value in determining their estimated fair

values (without any change in the aggregate estimated cash flows of our reporting units), or 3) 1% decrease in the estimated sales growth rate without a change in the discount rate of each reporting unit.

 

Goodwill impairment charges may be recognized in future periods in one or more of the Distribution reporting units to the extent changes in factors or circumstances occur, including further deterioration in the macro-economic environment or in the equity markets, including the market value of our common shares, deterioration in our performance or our future projections, or changes in our plans for one or more reporting units.

 

Our other intangible assets primarily consist of acquired customer relationships and trademarks and trade names, all of which have finite or determinable useful lives. Accordingly, these finite-lived assets are amortized to reflect the estimated pattern of economic benefit consumed, either on a straight-line or accelerated basis over the estimated periods benefited. See Note 3 for information regarding our asset impairment analyses.

 

Income Taxes

 

We use the asset and liability approach in accounting for income taxes. Under this approach, deferred tax assets and liabilities are determined based on temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates. A provision for income tax expense is recognized for income taxes payable for the current period, plus the net changes in deferred tax amounts. We periodically assess the reliability of deferred tax assets and the adequacy of deferred tax liabilities, including the results of local, state or federal statutory tax audits.

 

New Accounting Pronouncements

 

Other than as described below, no new accounting pronouncement issued or effective during the fiscal year has had or is expected to have a material impact on the Consolidated Financial Statements.

 

Disclosures about Derivatives Instruments

 

In March 2008, the FASB issued new accounting guidance on disclosures about derivative instruments and hedging activities. The new guidance expands the disclosure requirements for derivative instruments and hedging activities. This guidance specifically requires entities to provide enhanced disclosures addressing the following: how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for; and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. We adopted the new guidance in the first quarter of 2009. The required disclosures have been set forth in Note 10 to the consolidated financial statements.

 

Fair Value Measurements and Disclosures

 

In August 2009, the FASB issued an accounting update on fair value measurements and disclosures. This update provides additional guidance clarifying the measurement of liabilities at fair value. It clarifies how the price of a traded debt security should be considered in estimating the fair value of the issuer’s liability. We adopted this accounting update in the fourth quarter of 2009, and its adoption did not have any significant impact on our financial statements.

 

Postretirement Benefit Plan Assets

 

In December 2008, the FASB issued guidance on employers’ disclosure about postretirement benefit plan assets. The accounting guidance provides additional guidance on employers’ disclosures about the plan assets of defined benefit pension or other postretirement plans. The guidance requires disclosures about how investment allocation decisions are made, the fair value of each major category of plan assets, valuation techniques used to develop fair value measurements of plan assets, the impact of measurements on changes in plan assets when using significant unobservable inputs and significant concentrations of risk in the plan assets. These disclosures are required for fiscal years ending after December 15, 2009. We adopted this guidance for the period ending December 31, 2009 (see Note 15).

Participating Securities

 

In June 2008, the FASB issued new accounting guidance on determining whether instruments granted in share-based payment transactions are participating securities. This accounting guidance addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the allocation in computing earnings per share under the two-class method. The guidance concluded that all outstanding unvested share-based payment awards that contain rights to non-forfeitable dividends participate in undistributed earnings with common shareholders. If awards are considered participating securities, we are required to apply the two-class method of computing basic and diluted earnings per share. We have determined that our outstanding unvested shares are participating securities. Effective January 1, 2009, we adopted this standard. Accordingly, earnings per common share are computed using the two-class method prescribed by the accounting guidance. All previously reported earnings per common share data has been retrospectively adjusted to conform to the new computation method (see Note 11).

 

Variable Interest Entity

 

In June 2009, the FASB issued an update to the accounting guidance for consolidation. Accordingly, new accounting standards concerning the treatment of variable interest entities were issued. This guidance addresses the effects on certain provisions of consolidation of variable interest entities as a result of the elimination of the qualifying special-purpose entity concept. This guidance also addresses the ability to provide timely and useful information about an enterprise’s involvement in a variable interest entity. The accounting update is effective for each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. We do not anticipate this guidance will have a material impact on our financial condition or operating results.

 

 

Our principal market risks are exposure to changes in commodity prices, primarily copper prices, interest rates on borrowings, and exchange rate risk relative to our operations in Canada.

 

Commodity Risk.  Certain raw materials used in our products are subject to price volatility, most notably copper, which is the primary raw material used in our products. The price of copper is particularly volatile and can affect our net sales and profitability. We purchase copper at prevailing market prices and, through multiple pricing strategies, generally attempt to pass along to our customers changes in the price of copper and other raw materials. From time-to-time, we enter into derivative contracts, including copper futures contracts, to mitigate the potential impact of fluctuations in the price of copper on our pricing terms with certain customers. We do not speculate on copper prices. All of our copper futures contracts are tied to the COMEX copper market index and the value of our futures contracts varies directly with underlying changes in the related COMEX copper futures prices. We record these derivative contracts at fair value on our consolidated balance sheet as either an asset or liability. At December 31, 2009, we had contracts with a net aggregate fair value of $0.1 million, consisting of contracts to sell 625,000 pounds of copper in March 2010. A hypothetical adverse movement of 10% in the price of copper at December 31, 2009, with all other variables held constant, would have resulted in an aggregate loss in the fair value of our commodity futures contracts of approximately $0.2 million as of December 31, 2009.

 

Interest Rate Risk.  We have exposure to changes in interest rates on a portion of our debt obligations. As of December 31, 2009, approximately 4% of our debt was variable rate, primarily our borrowings under our Revolving Credit Facility for which interest costs are based on either the lenders’ prime rate or a LIBOR-based rate. Based on the amount of our variable rate borrowings at December 31, 2009, which totaled approximately $10.2 million, an immediate one percentage point change in LIBOR would change our annual interest expense by approximately $0.1 million. This estimate assumes that the amount of variable rate borrowings remains constant for an annual period and that the interest rate change occurs at the beginning of the period.

 

Foreign Currency Exchange Rate Risk.  We have exposure to changes in foreign currency exchange rates related to our Canadian operations. Currently, we do not manage our foreign currency exchange rate risk using any financial or derivative instruments, such as foreign currency forward contracts or hedging activities. The

strengthening of the Canadian dollar relative to the U.S.dollar had a positive impact on our Canadian results in 2009. In 2009, we recorded an aggregate pre-tax gain of approximately $1.2 million related to exchange rate fluctuations between the U.S. dollar and Canadian dollar.

 

 

Our consolidated financial statements, including the Notes thereto, and other information are included in this report beginning on page F-1.

 

 

None.

 

 

Disclosure Controls and Procedures

 

Our management, including our Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(b) and 15d-15(e)), as of December 31, 2009. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

 

Management’s Report on Internal Control over Financial Reporting

 

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(d) and 15d-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. The Company’s management, including its principal executive officer and principal financial officer, conducted an assessment of the Company’s internal control over financial reporting based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework. Based on this assessment, the Company’s management has concluded that, as of December 31, 2009, the Company’s internal control over financial reporting is effective. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report on the Company’s internal control over financial reporting and their report is included herein.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(d) and 15d-15(f) during the quarter ended December 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

This item is incorporated by reference to the sections entitled “Proposal No. 1: Election of Directors”, “Corporate Governance Compliance with Section 16(a) Beneficial Ownership Reporting in 2009”, “Corporate Governance — How are Directors Nominated?” and “Corporate Governance — The Committees of the Board — The Audit Committee” of the definitive proxy statement for the Annual Meeting of Stockholders to be held on April 30, 2010, which will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to regulation 14A.

 

Code of Ethics

 

Our board of directors has adopted a code of ethics applicable to all of our directors, officers and employees. We have posted this code of ethics on our internet site (colemancable.com under “Investors”). We will disclose on our internet site any amendments to, or waivers from, our code of ethics that are required to be publicly disclosed pursuant to the rules of the SEC or NASDAQ.

 

 

This item is incorporated by reference to the to the sections entitled “Executive Compensation” and “Corporate Governance — Compensation Committee Interlocks and Insider Participation” of the definitive proxy statement for the Annual Meeting of Stockholders to be held on April 30, 2010, which will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to regulation 14A.

 

 

This item is incorporated by reference to the section entitled “Information About Our Common Share Ownership” and “Proposal No. 2: Approval of an Amendment and Restatement to the Company’s Long-Term Incentive Plan” of the definitive proxy statement for the Annual Meeting of Stockholders to be held on April 30, 2010, which will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to regulation 14A.

 

 

This item is incorporated by reference to the sections entitled “Corporate Governance  — Director Independence”, “Corporate Governance — What is our Related party Transactions Approval Policy and What Procedures Do We Use To Implement It?” and “Corporate Governance — What Related Person Transactions Do We Have?” of the definitive proxy statement for the Annual Meeting of Stockholders to be held on April 30, 2010, which will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to regulation 14A.

 

 

This item is incorporated by reference to the section entitled “Proposal No. 3: Ratification of Appointment of Independent Auditors — Independent Auditor Fee Information” of the definitive proxy statement for the Annual Meeting of Stockholders to be held on April 30, 2010, which will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to regulation 14A.

PART IV

 

 

(1) Financial Statements

 

Reference is made to the Index to Consolidated Financial Statements appearing in Item 8, which is incorporated herein by reference.

 

(2) Financial Statement Schedules

 

None.

 

(3) Exhibits

 

See index to exhibits.

Coleman Cable, Inc. and Subsidiaries

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2009

 

 

All Schedules are omitted because they are not applicable, not required or because the required information is included in the Consolidated Financial Statements or Notes thereto.

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Shareholders of Coleman Cable, Inc.

Coleman Cable, Inc.

Waukegan, Illinois

 

We have audited the accompanying consolidated balance sheets of Coleman Cable, Inc. and subsidiaries (the “Company”) as of December 31, 2009 and 2008, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2009. We also have audited the Company’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Controls over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Coleman Cable, Inc. and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

 

March 3, 2010

Chicago, Illinois