ENCORE WIRE CORP - Annual Report: 2010 (Form 10-K)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2010
or
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____ to ____
Commission File Number: 000-20278
ENCORE WIRE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
75-2274963 (I.R.S. Employer Identification No.) |
|
| 1329 Millwood Road McKinney, Texas (Address of principal executive offices) |
75069 (Zip Code) |
Registrant’s telephone number, including area code: (972) 562-9473
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | |
| Common Stock, par value $.01 per share | The NASDAQ Global Select Market |
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. o Yes þ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. o Yes þ No
Note — Checking the box above will not relieve any registrant required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period than the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. þ Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Website, 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). o Yes o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(§229.405 of this chapter) 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.
| Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller Reporting Company o | |||
| (Do not check if a smaller reporting company) | ||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes þ No
The aggregate market value of the Common Stock held by non-affiliates of the registrant computed by
reference to the price at which the Common Stock was last sold as of the last business day of the
registrant’s most recently completed second fiscal quarter was $197,376,307 (Note: The aggregate
market value of Common Stock held by the Company’s directors, executive officers, immediate family
members of such directors and executive officers and 10% or greater stockholders was excluded from
the computation of the foregoing amount. The characterization of such persons as “affiliates”
should not be construed as an admission that any such person is an affiliate of the Registrant for
any other purpose).
Number of shares of Common Stock outstanding as of February 28, 2011: 23,216,475
DOCUMENTS INCORPORATED BY REFERENCE
Listed below are documents, parts of which are incorporated herein by reference, and the part of
this report into which the document is incorporated:
(1) Proxy statement for the 2011 annual meeting of stockholders — Part III
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PART I
Item 1. Business.
General
Encore Wire Corporation is a Delaware corporation, incorporated in 1989, with its principal
executive office and manufacturing plants located at 1329 Millwood Road, McKinney, Texas 75069. The
Company’s telephone number is (972) 562-9473. As used in this annual report, unless otherwise
required by the context, the terms “Company,” “Encore” and “Encore Wire” refer to Encore Wire
Corporation and its consolidated entities.
Encore is a low-cost manufacturer of copper electrical building wire and cable. The Company is a
significant supplier of building wire for interior electrical wiring in commercial and industrial
buildings, homes, apartments, and manufactured housing.
The principal customers for Encore’s wire are wholesale electrical distributors, who sell building
wire and a variety of other products to electrical contractors. The Company sells its products
primarily through independent manufacturers’ representatives located throughout the United States
and, to a lesser extent, through its own direct in-house marketing efforts.
Encore’s strategy is to further expand its share of the markets for building wire primarily by
emphasizing a high level of customer service and low-cost production and the addition of new
products that complement its current product line. The Company maintains product inventory levels
sufficient to meet anticipated customer demand and believes that the speed and completeness with
which it fills customer orders are key competitive advantages critical to marketing its products.
Encore’s low-cost production capability features an efficient plant design incorporating highly
automated manufacturing equipment, an integrated production process and an incentivized work force.
Strategy
Encore’s strategy for expanding its share of the building wire markets emphasizes customer service
and product innovations coupled with low-cost production.
Customer Service. Responsiveness to customers is a primary focus of Encore, with an emphasis on
building and maintaining strong customer relationships. Encore seeks to establish customer loyalty
by achieving a high order fill rate and rapidly handling customer orders, shipments, inquiries and
returns. The Company maintains product inventories sufficient to meet anticipated customer demand
and believes that the speed and completeness with which it fills orders are key competitive
advantages critical to marketing its products.
Product Innovation. Encore has been a leader in bringing new ideas to a commodity product. Encore
pioneered the widespread use of color feeder sizes of commercial wire and colors in the residential
non-metallic wires. The colors have improved on the job safety and reduced installation times for
contractors. Encore Wire’s new patent pending SmartColor ID system is a color-coded MC and AC cable
identification system.
Low-Cost Production. Encore’s low-cost production capability features an efficient plant design
and an incentivized work force.
Efficient Plant Design. Encore’s highly automated wire manufacturing equipment is integrated in an
efficient design that reduces material handling, labor and in-process inventory.
Incentivized Work Force. Encore’s hourly manufacturing employees are eligible to receive
incentive pay tied to productivity and quality standards. The Company believes that this
compensation program enables the plant’s manufacturing lines to attain high output and motivates
manufacturing employees to continually maintain product quality. The Company also believes that
its stock option plan enhances the motivation of its salaried manufacturing supervisors. The
Company has coupled these incentives with a comprehensive safety program that emphasizes employee
participation. The Company provides a 401(k) retirement savings plan to all employees with at
least one year of service.
Products
Encore offers an electric building wire product line that consists primarily of NM-B cable, UF-B
cable, THWN-2 and other types of wire products, including metal clad and armored cable. The
Company’s NM-B, UF-B, THWN-2 and metal clad and armored cable are all manufactured with copper as
the conductor. The Company also purchases
small quantities of other types of wire to re-sell to customers that buy products that the Company
manufactures. The
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Company maintains approximately 10,500 stock-keeping units (“SKUs”) of building
wire. The principal bases for differentiation among SKUs are product type, diameter, insulation,
color and packaging.
NM-B Cable. Non-metallic sheathed cable is used primarily as interior wiring in homes, apartments
and manufactured housing. NM-B cable is composed of either two or three insulated copper wire
conductors, with an un-insulated ground wire, all sheathed in a polyvinyl chloride (“PVC”) jacket.
UF-B Cable. Underground feeder cable is used to conduct power underground to outside lighting and
other applications remote from buildings. UF-B cable is composed of two or three PVC insulated
copper wire conductors, with an un-insulated ground wire, all jacketed in PVC.
THWN-2 Cable. THWN-2 cable is used primarily as feeder, circuit and branch wiring in commercial and
industrial buildings. It is composed of a single conductor, either stranded or solid, and
insulated with PVC, which is further coated with nylon. Users typically pull THWN-2 cable through
protective pipe or conduit.
XHHW-2 Cable. XHHW-2 wire is intended for general purpose applications utilized in conduit or other
recognized raceways for service, feeders, and branch-circuit wiring. It’s composed of a single
conductor, either stranded or solid, and with a single layer of cross-linked polyethylene (XLPE)
insulation.
USE-2 Cable. USE-2 or RHH or RHW-2 wire is intended for general purpose applications utilized in
conduit or installed in underground applications or in recognized raceways for service, feeders,
and branch-circuit wiring. It’s composed of a single conductor, either stranded or solid, and with
a single layer of cross-linked polyethylene (XLPE) insulation suitable for wet locations.
Metal Clad and Armored Cable. Metal clad and armored cable is used primarily as feeder, circuit
and branch wiring, primarily in commercial and industrial buildings. It is composed of multiple
conductors, either stranded or solid, and insulated with PVC, which are further coated with nylon
and then fully encased in a flexible aluminum or steel “armored” protective sheath that eliminates
the need to pull the wire through pipe or conduit.
Photovoltaic Cable. Photovoltaic style cables are designed to meet the different needs of the
emerging Solar Industry by providing connections between PV panels, collector boxes and inverters;
and where also allowed by the National Electric Code (NEC).
Bare Copper. Bare copper conductors are used in overhead electrical transmission and distribution
systems for grounding electrical systems, and where high-conductivity and flexibility are required
for equipment and circuit grounding.
Manufacturing
The efficiency of Encore’s highly automated manufacturing facility is a key element of its low-cost
production capability. Encore’s residential wire manufacturing lines have been integrated so that
the handling of product is substantially reduced throughout the production process.
The manufacturing process for the Company’s various products involves multiple steps, including:
casting, drawing, stranding, compounding, insulating, jacketing and armoring.
Casting. Rod is produced by melting sheets of copper cathode and copper scrap, casting the molten
copper into a bar and rolling the hot copper bar into a 5/16 inch copper rod to be drawn into
copper wire.
Drawing. Drawing is the process of reducing 5/16 inch copper rod through converging dies until the
specified wire diameter is attained. The wire is then heated with electrical current to soften or
“anneal” the wire to make it easier to handle.
Stranding. Stranding is the process of twisting together from seven to sixty-one individual wire
strands to form a single cable. The purpose of stranding is to improve the flexibility of wire
while maintaining its electrical current carrying capacity.
PVC Compounding. PVC compounding is the process of mixing the various raw materials that are
required to produce the PVC necessary to meet U/L specifications for the insulation and jacket
requirements for the wire that is manufactured.
Insulating. Insulating is the process of extruding PVC over the solid or stranded wire.
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Jacketing. Jacketing is the process of extruding PVC over two or more insulated conductor wires,
with or without an un-insulated ground wire, to form a finished product. The Company’s jacketing
lines are integrated with packaging lines that cut the wire and coil it onto reels or package it in
boxes or shrink-wrap. Jacketing also comprises extruding a nylon covering over some PVC insulated
products, such as THWN-2.
Metal Cladding and Armoring. Metal cladding and armoring is the process of covering two or more
insulated conductor wires, with or without an un-insulated ground wire, with a spiral interlocking
cover of aluminum or steel to form a finished product.
Encore manufactures and tests all of its products in accordance with the standards of Underwriters
Laboratories, Inc. (“U/L”), a nationally recognized testing and standards agency. Encore’s machine
operators and quality control inspectors conduct routine product tests. The Company tests finished
products for electrical continuity to ensure compliance with its own quality standards and those of
U/L. Encore’s manufacturing lines are equipped with laser micrometers to measure wire diameter and
insulation thickness while the lines are in operation. During each shift, operators perform and
record routine physical measurements of products, all of which are separately verified and approved
by quality control inspectors. Although suppliers pretest PVC and nylon compounds, the Company
tests products for aging, cracking and brittleness of insulation and jacketing. Additionally, UL
representatives routinely visit and test products from each area of manufacturing.
Customers
Encore sells its wire principally to wholesale electrical distributors throughout the United States
and, to a lesser extent, to retail home improvement centers. Most distributors supply products to
electrical contractors. Encore’s customer base is numerous and diversified. Encore has no
customer, the loss of which would have a material adverse effect on Encore.
Encore believes that the speed and completeness with which it fills customers’ orders is crucial to
its ability to expand the market share for its products. The Company also believes that, in order
to reduce costs, many customers do not maintain substantial inventories. Because of this trend,
the Company seeks to maintain sufficient inventories to satisfy customers’ prompt delivery
requirements.
Marketing and Distribution
Encore markets its products throughout the United States primarily through independent
manufacturers’ representatives and, to a lesser extent, through its own direct marketing efforts.
Encore maintains the majority of its finished product inventory at its plant in McKinney, Texas.
In order to provide flexibility in handling customer requests for immediate delivery of the
Company’s products, additional product inventories are maintained at warehouses owned and operated
by independent manufacturers’ representatives located throughout the United States. As of December
31, 2010, additional product inventories are maintained at the warehouses of independent
manufacturers’ representatives located in Chattanooga, Tennessee; Norcross, Georgia; Cincinnati,
Ohio; Canton, Michigan; Edison, New Jersey; Louisville, Kentucky; Greensboro, North Carolina;
Pittsburgh, Pennsylvania; Santa Fe Springs, California; and Hayward, California. Some of these
manufacturers’ representatives, as well as the Company’s other manufacturers’ representatives,
maintain offices without warehouses in numerous locations throughout the United States.
Finished goods are typically delivered to warehouses and customers by trucks operated by common
carriers. The decision regarding the carrier to be used is based primarily on cost and
availability.
The Company invoices its customers directly for products purchased and, if an order has been
obtained through a manufacturer’s representative, pays the representative a commission based on
pre-established rates. The Company determines customer credit limits. The Company’s bad debt
experience in 2010, 2009, and 2008 was 0.00%, 0.00% and 0.13% of net sales, respectively. The
manufacturers’ representatives have no discretion to determine prices charged for the Company’s
products, and all sales are subject to approval by the Company. Encore sells all of its products
with a one-year replacement warranty. Warranty expenses have historically been nominal.
Employees
Encore believes that its hourly employees are highly motivated and that their motivation
contributes significantly to the plant’s efficient operation. The Company attributes the
motivation of these employees largely to the fact that a significant portion of their compensation
comes from incentive pay that is tied to productivity and quality standards. The Company believes
that its incentive program focuses its employees on maintaining product quality.
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As of December 31, 2010, Encore had 737 employees, 606 of whom were paid hourly wages and were
primarily engaged in the operation and maintenance of the Company’s manufacturing and warehouse
facility. The rest of the Company’s employees were executive, supervisory, administrative, sales
and clerical personnel. The Company considers its relations with its employees to be good. The
Company has no collective bargaining agreements with any of its employees.
Raw Materials
The principal raw materials used by Encore in manufacturing its products are copper cathode, copper
scrap, PVC thermoplastic compounds, XLPE compounds, aluminum, steel, paper and nylon, all of which
are readily available from a number of suppliers. Copper is the principal raw material used by the
Company in manufacturing its products, constituting nearly 92% of the dollar value of all raw
materials used by the Company during 2010. Copper requirements are purchased primarily from miners
and commodity brokers at prices determined each month primarily based on the average daily COMEX
closing prices for copper for that month, plus a negotiated premium. The Company also purchases
raw materials necessary to manufacture various PVC thermoplastic compounds. These raw materials
include PVC resin, clay and plasticizer.
The Company produces copper rod from purchased copper cathodes and copper scrap in its own rod
fabrication facility. The Company reprocesses copper scrap generated by its operations and copper
scrap purchased from others. In 2010, the Company’s copper rod fabrication facility manufactured
the majority of the Company’s copper rod requirements.
The Company also compounds its own wire jacket and insulation compounds. The process involves the
mixture of PVC raw material components to produce the PVC used to insulate the Company’s wire and
cable products. The raw materials include PVC resin, clay and plasticizer. During the last year,
the Company’s plastic compounding facility produced virtually all of the Company’s PVC
requirements.
Competition
The electrical wire and cable industry is highly competitive. The Company competes with several
companies who manufacturer and sell wire and cable products beyond the building wire segment in
which the Company competes. The Company’s primary competitors include Southwire Company, Cerro
Wire LLC, United Copper Industries and AFC Cable Systems, Inc.
The principal elements of competition in the electrical wire and cable industry are, in the opinion
of the Company, order fill rate, quality, pricing, and, in some instances, breadth of product line.
The Company believes that it is competitive with respect to all of these factors.
Competition in the electrical wire and cable industry, although intense, has been primarily from
U.S. manufacturers, including foreign owned facilities located in the United States. The Company
has encountered little significant competition from imports of building wire. The Company believes
this is primarily because direct labor costs generally account for a relatively small percentage of
the cost of goods sold for these products.
Intellectual Property Matters
The Company owns the following federally registered trademarks with the U.S. Patent and Trademark
Office: U.S. Registration Number 2,687,746 for the “ENCORE WIRE” mark; U.S. Registration Number
2,528,340 for the “NONLEDEX” mark; U.S. Registration Number 1,900,498 for the Miscellaneous Design
mark; U.S. Registration Number 2,263,692 for the “HANDY MAN’S CHOICE” mark; U.S. Registration
Number 3,652,394 for the “MCMP MULTIPURPOSE” (Stylized) mark; and U.S. Registration Number
3,616,771 for the “SUPER SLICK” mark; U.S. Registration Number 3,804,531 for the “EMERGMC” mark;
U.S. Registration Number 3,854,489 for the “SMARTCOLOR ID” mark; U.S. Registration Number 3,859,358
for the “SUPER SLICK” mark; U.S. Registration Number 3,884,124 for the “SUPERSLICK ELITE” mark. The
current terms of trademark protection for these marks will expire on various dates between 2012 and
2019, but each term can be renewed indefinitely as long as the respective mark continues to be used
in commerce.
The Company also owns the following pending applications: Application Number 77/704,999 for the
“HCF-MCMP MULTIPURPOSE” mark, which was filed on April 2, 2009 and for which a Notice of Allowance
was issued on December 22, 2009; Application Number 77/779,397 for the “HCF-MP MULTIPURPOSE” mark,
which was filed on July 13, 2009 and for which a Notice of Allowance was issued on April 20, 2010;
Application Number 77/790,370 for the “ENCORE PERFORMANCE” mark, which was filed on July 27, 2009
and for which a Notice of Allowance was issued on February 15, 2011; Application Number 77/857,126
for the “SUPERBOND MCMP MULTIPURPOSE” mark,
which was filed on October 26, 2009 and for which a Notice of Allowance was issued on July 29,
2010; Application
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Number 77/907,735 for the “SMARTSLICK TECHNOLOGY” mark, which was filed on
January 8, 2010 and for which a Notice of Allowance was issued on August 3, 2010; Application
Number 77/907,931 for the “SUPERSLICK TECHNOLOGY” mark, which was filed on January 8, 2010 and for
which a Notice of Allowance was issued on August 3, 2010; Application Number 77/942,361 for the
“HCF-SG SMARTGROUND” mark, which was filed on February 23, 2010 and for which a Notice of Allowance
was issued on December 21, 2010; Application Number 77/942,353 for the “MC-SG SMARTGROUND” mark,
which was filed on February 23, 2010 and for which a Notice of Allowance was issued on December 21,
2010, Application Number 85/170,418 for the “MC-SG” mark, which was filed on November 5, 2010; and
Application Number 85/195,515 for the “SMARTCOUNT” mark, which was filed on December 10, 2010.
These trademarks provide source identification for the goods manufactured and sold by the Company
and allow the Company to achieve brand recognition within the industry.
Although the Company has filed patent applications with the United States Patent and Trademark
Office, it does not currently hold any patented intellectual property.
Internet Address/SEC Filings
The Company’s Internet address is http://www.encorewire.com. Under the “Investors” section of our
website, the Company provides a link to our electronic Securities and Exchange Commission (“SEC”)
filings, including our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current
reports on Form 8-K, director and officer beneficial ownership reports filed pursuant to Section 16
of the Securities Exchange Act of 1934, as amended, and any amendments to these reports. All such
reports are available free of charge and are available as soon as reasonably practicable after the
Company files such material with, or furnishes it to, the SEC.
The public may read and copy any materials the Company files with the SEC at the SEC’s Public
Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC at http://www.sec.gov.
Item 1A. Risk Factors.
The following are risk factors that could affect the Company’s business, financial results
and results of operations. These risk factors should be considered in connection with evaluating
the forward-looking statements contained in this Annual Report on Form 10-K because these factors
could cause the actual results and conditions to differ materially from those projected in
forward-looking statements. Before purchasing the Company’s stock, an investor should know that
making such an investment involves some risks, including the risks described below. If any of the
risks mentioned below or other unknown risks actually occur, the Company’s business, financial
condition or results of operations could be negatively affected. In that case, the trading price
of its stock could fluctuate significantly.
Product Pricing and Volatility of Copper Market
Price competition for copper electrical wire and cable is intense, and the Company sells its
product in accordance with prevailing market prices. Wire prices can, and frequently do change on
a daily basis. This competitive pricing market for wire does not always mirror changes in copper
prices, making margins highly volatile. Copper, a commodity product, is the principal raw material
used in the Company’s manufacturing operations. Copper accounted for approximately 81.1%, 73.5%
and 90.3% of its costs of goods sold during 2010, 2009 and 2008, respectively, and the Company
expects that copper will continue to account for a significant portion of these costs in the
future. The price of copper fluctuates, depending on general economic conditions and in relation
to supply and demand and other factors, and causes monthly variations in the cost of copper
purchased by the Company. The Company cannot predict copper prices in the future or the effect of
fluctuations in the costs of copper on the Company’s future operating results. Consequently,
fluctuations in copper prices caused by market forces can significantly affect the Company’s
financial results. With the volatility of both raw material prices and wire prices in the
Company’s end market, hedging raw materials can be risky. Historically, the Company has not
engaged in hedging strategies for raw material purchases.
Operating Results May Fluctuate
Encore’s quarterly results of operations may fluctuate as a result of a number of factors,
including fluctuation in the demand for and shipments of the Company’s products. Therefore,
quarter-to-quarter comparisons of results of operations have been and will be impacted by the
volume of such orders and shipments. In addition, its operating results could be adversely
affected by the following factors, among others, such as variations in the mix of product sales,
price changes in response to competitive factors, increases in raw material costs and other
significant costs,
the loss of key manufacturer’s representatives who sell the Company’s product line, increases in
utility costs
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(particularly electricity and natural gas) and various types of insurance coverage
and interruptions in plant operations resulting from the interruption of raw material supplies and
other factors.
Reliance on Senior Management
Encore’s future operating results depend, in part, upon the continued service of its senior
management, Mr. Daniel L. Jones, the President and Chief Executive Officer, and Mr. Frank J.
Bilban, the Company’s Vice President and Chief Financial Officer (neither of whom are bound by an
employment agreement). The Company’s future success will depend upon its continuing ability to
attract and retain highly qualified managerial and technical personnel. Competition for such
personnel is intense, and there can be no assurance that the Company will retain its key managerial
and technical employees or that it will be successful in attracting, assimilating or retaining
other highly qualified personnel in the future.
Industry Conditions and Cyclicality
The residential, commercial and industrial construction industries, which are the end users of the
Company’s products, are cyclical and are affected by a number of factors including the general
condition of the economy, market demand and changes in interest rates, among other factors.
Industry sales of electrical wire and cable products tend to parallel general construction
activity, which includes remodeling. Housing construction activity in the United States declined
significantly in 2006 and continued its downward trend through 2010, adversely affecting the
Company’s business by reducing our customers’ demand for our products. Commercial and Industrial
construction activity began declining at the beginning of 2008 and continued to decrease through
2010, further reducing demand for our products. The Company’s unit sales volume, as measured in
pounds of copper wire sold, declined 12% in 2008 versus 2007, declined 15.6% in 2009 versus 2008
and declined another 3.8% in 2010 versus 2009. The company believes that the volume of product
sold declined primarily as a result of the slowdown in construction throughout the United States.
The Company also believes that the reduced percentage decline in the Company’s unit sales volume in
2010 was caused, in part, by the exit of a former competitor from the industry in the first quarter
of 2010. However, despite this reduction, the ongoing recession will likely continue to have a
negative impact on the housing and commercial building markets for the foreseeable future.
Deterioration in the financial condition of the Company’s customers due to current industry and
economic conditions may result in reduced sales, an inability to collect receivables and payment
delays or losses due to a customer’s bankruptcy or insolvency. Although the Company’s bad debt
experience has been relatively low even in recent years, the Company’s inability to collect
receivables may increase the amounts the Company must expense against its bad debt reserve,
decreasing the Company’s profitability. In 2008, the Company wrote off $1.4 million in receivables
which were uncollectible, almost entirely due to one customer. The downturn in the residential,
commercial or industrial construction industries and general economic conditions as a whole may
continue to have a material adverse effect on the Company.
Environmental Liabilities
The Company is subject to federal, state and local environmental protection laws and regulations
governing the Company’s operations and the use, handling, disposal and remediation of hazardous
substances currently or formerly used by the Company. A risk of environmental liability is
inherent in the Company’s current manufacturing activities in the event of a release or discharge
of a hazardous substance generated by the Company. Under certain environmental laws, the Company
could be held jointly and severally responsible for the remediation of any hazardous substance
contamination at the Company’s facilities and at third party waste disposal sites and could also be
held liable for any consequences arising out of human exposure to such substances or other
environmental damage. There can be no assurance that the costs of complying with environmental,
health and safety laws and requirements in the Company’s current operations or the liabilities
arising from past releases of, or exposure to, hazardous substances, will not result in future
expenditures by the Company that could materially and adversely affect the Company’s financial
results, cash flow or financial condition.
Competition
The electrical wire and cable industry is highly competitive. The Company competes with several
manufacturers of wire and cable products that have substantially greater resources than the
Company. Some of these competitors are owned and operated by large, diversified companies. The
principal elements of competition in the wire and cable industry are, in the opinion of the
Company, pricing, product availability and quality and, in some instances, breadth of product line.
The Company believes that it is competitive with respect to all of these factors. While the
number of firms producing wire and cable has declined in the past, there can be no assurance that
new competitors will not emerge or that existing producers will not employ or improve upon the
Company’s manufacturing and marketing
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strategy. Our largest competitor purchased another significant competitor in the first quarter of
2010, which we believe has had a positive impact on pricing levels and margins.
Patent and Intellectual Property Disputes
Disagreements about patents and intellectual property rights occur in the wire and cable industry.
The unfavorable resolution of a patent or intellectual property dispute could preclude the Company
from manufacturing and selling certain products or could require the Company to pay a royalty on
the sale of certain products. Patent and intellectual property disputes could also result in
substantial legal fees and other costs.
Common Stock Price May Fluctuate
Future announcements concerning Encore or its competitors or customers, quarterly variations in
operating results, announcements of technological innovations, the introduction of new products or
changes in product pricing policies by the Company or its competitors, developments regarding
proprietary rights, changes in earnings estimates by analysts or reports regarding the Company or
its industry in the financial press or investment advisory publications, among other factors, could
cause the market price of the Common Stock to fluctuate substantially. These fluctuations, as well
as general economic, political and market conditions, such as recessions, world events, military
conflicts or market or market-sector declines, may materially and adversely affect the market price
of the Common Stock.
Beneficial Ownership of the Company’s Common Stock by a Small Number of Stockholders
A small number of significant stockholders beneficially own greater than 50% of the outstanding
common stock of the Company. These stockholders, acting together, could be able to control the
election of directors and all matters requiring majority approval by the Company’s stockholders.
The interests of this group of stockholders may not always coincide with the Company’s interests or
the interests of other stockholders.
In the future, these stockholders could sell large amounts of common stock over relatively short
periods of time. Sales of substantial amounts of the Company’s common stock in the public market
by existing stockholders or the perception that these sales could occur, may adversely affect the
market price of our common stock by creating a public perception of difficulties or problems with
the Company’s business.
Future Sales of Common Stock Could Affect the Price of the Common Stock
No prediction can be made as to the effect, if any, that future sales of shares or the availability
of shares for sale will have on the market price of the Common Stock prevailing from time to time.
Sales of substantial amounts of Common Stock, or the perception that such sales might occur, could
adversely affect prevailing market prices of the Common Stock.
Item 1B. Unresolved Staff Comments.
None
Item 2. Properties.
Encore maintains its corporate office and manufacturing plant in McKinney, Texas, approximately 35
miles north of Dallas. The Company’s facilities are located on a combined site of approximately
187 acres and consist of buildings containing approximately 1,396,000 square feet of floor space,
of which approximately 81,000 square feet is used for office space and 1,315,000 square feet is
used for manufacturing and warehouse operations. The plant and equipment are owned by the Company
and are not mortgaged to secure any of the Company’s existing indebtedness. Encore believes that
its plant and equipment are suited to its present needs, comply with applicable federal, state and
local laws and regulations, are properly maintained and adequately insured.
Item 3. Legal Proceedings.
On July 7, 2009, Southwire Company, a Delaware corporation (“Southwire”), filed a complaint
for patent infringement against the Company and Cerro Wire, Inc. in the United States District
Court for the Eastern District of Texas. In the complaint, Southwire alleges that the Company has
infringed one or more claims of United States Patent No. 7,557,301, entitled “Method of
Manufacturing Electrical Cable Having Reduced Required Force for Installation,” by making and
selling electrical cables, including the Company’s Super Slick cables. On February 5, 2010, the
United States Patent and Trademark Office (the “USPTO”) ordered the re-examination of the U.S.
Patent 7,557,301. In ordering re-examination of Southwire’s ‘301 patent, the USPTO
has determined that the Company’s submission of prior art not previously considered during the
original examination of the ‘301 patent has raised a substantial new
7
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question of patentability of the claims of the ‘301 patent. In a re-examination office action
dated September 24, 2010, the Examiner rejected all the claims of Southwire’s ‘301 patent over the
newly cited prior art. Southwire filed a response to the examiner’s September 24, 2010 office
action on October 25, 2010. In October 2010, the Court stayed the lawsuit for 6 months in light of
the pending reexamination request. On November 23, 2010, the USPTO consolidated Southwire’s ‘301
patent re-examination with Cerro’s ‘301 patent re-examination. On December 16, 2010, Southwire
filed amendments and arguments to address the consolidated rejections. The case is now pending
with the examiner.
On August 24, 2009, Southwire filed a second complaint for patent and trademark infringement
against the Company. In the second complaint, Southwire has alleged that the Company infringed one
or more of the claims of United States Patent No. 6,486,395 entitled “Interlocked Metal Clad Cable”
by making and selling electrical cables, including the Company’s MCMP Multipurpose cables.
Southwire has also alleged that the Company has infringed Southwire’s United States Trademark
registration for the mark, “MCAP”, Registration No. 3,292,777. The second complaint also alleges
violations of Federal, State and Common law unfair competition claims. The Company has filed
counterclaims against Southwire alleging claims of statutory and common law unfair competition
violations, tortious interference with existing and prospective business relations,
misappropriation and claims for declaratory relief.
On July 2, 2010, the Company filed a complaint against Southwire in the Northern District of
Georgia. The complaint alleged that Southwire was using a misdescriptive trademark, and that
Southwire had made false statements about the Company’s slick wire products. On July 6, 2010, the
Company amended its complaint to seek a declaratory judgment that the Company’s slick wire products
do not infringe Southwire’s United States Patent No. 7,749,024. Later on July 6, 2010, Southwire
filed a complaint against the Company in the Eastern District of Texas for infringement of the ‘024
patent. The Company filed a request with the USPTO for reexamination of the ‘024 patent on October
8, 2010. The USPTO ordered the re-examination of the ‘024 patent on November 9, 2010. The
re-examination is now pending with the examiner.
The complaints seek unspecified damages and injunctive relief. Regarding these claims asserted
against the Company referenced above, potentially applicable factual and legal issues have not been
resolved, the company has yet to determine if a liability is probable and the Company cannot
reasonably estimate the amount of any loss associated with these matters. Accordingly, the Company
has not recorded a liability for these pending lawsuits. The Company disputes all of Southwire’s
claims and alleged damages and intends to vigorously defend the lawsuits and vigorously pursue its
own claims.
The Company is also a party to litigation and claims arising out of the ordinary business of the
Company.
| Item 4. | (Removed and Reserved). |
EXECUTIVE OFFICERS OF THE COMPANY
Information regarding Encore’s executive officers including their respective ages as of March 1,
2011, is set forth below:
| Name | Age | Position with Company | ||||
Daniel L. Jones
|
47 | President, Chief Executive Officer, and Member of the Board of Directors | ||||
Frank J. Bilban
|
54 | Vice President — Finance, Treasurer, Secretary, and Chief Financial Officer | ||||
Mr. Jones has held the title of President and Chief Executive Officer of the Company since February
2006. He performed the duties of the Chief Executive Officer in an interim capacity from May 2005
to February 2006. From May 1998 until February 2006, Mr. Jones was President and Chief Operating
Officer of the Company. He previously held the positions of Chief Operating Officer from October
1997 until May 1998, Executive Vice President from May 1997 to October 1997, Vice President-Sales
and Marketing from 1992 to May 1997, after serving as Director of Sales since joining the Company
in November 1989. He has also served as a member of the Board of Directors since May 1994.
Mr. Bilban has served as Vice President-Finance, Treasurer, Secretary and Chief Financial Officer
of Encore since June 2000. From 1998 until joining the Company in June 2000, Mr. Bilban was
Executive Vice President and Chief Financial Officer of Alpha Holdings, Inc., a plastics
manufacturing conglomerate. From 1996 until 1998, Mr. Bilban was Vice President and Chief
Financial Officer of Wedge Dia-Log Inc., an oil field services company.
8
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All executive officers are elected annually by the Board of Directors to serve until the next
annual meeting of the Board or until their respective successors are chosen and qualified.
PART II
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
The Company’s Common Stock is traded and quoted on the NASDAQ Stock Market’s Global Select Market
under the symbol “WIRE.” The following table sets forth the high and low sales prices per share
for the Common Stock as reported by NASDAQ for the periods indicated.
| High | Low | |||||||
| 2010 | ||||||||
First Quarter |
$ | 21.99 | $ | 18.10 | ||||
Second Quarter |
23.44 | 18.14 | ||||||
Third Quarter |
22.40 | 17.77 | ||||||
Fourth Quarter |
26.07 | 20.04 | ||||||
2009 |
||||||||
First Quarter |
$ | 23.16 | $ | 15.22 | ||||
Second Quarter |
24.00 | 18.60 | ||||||
Third Quarter |
24.49 | 19.52 | ||||||
Fourth Quarter |
23.71 | 19.51 | ||||||
As of March 1, 2011, there were 53 record holders of the Company’s Common Stock.
The Company paid its first cash dividend in January 2007 and has continued paying quarterly
dividends of two cents per share through 2010. Aside from periodic dividends, management intends
to retain the majority of future earnings for the operation and expansion of the Company’s
business.
Issuer Purchases of Equity Securities
On November 10, 2006, the Board of Directors approved a stock repurchase program authorizing the
Company to repurchase up to 1,000,000 shares of its common stock through December 31, 2007 on the
open market or through privately negotiated transactions at prices determined by the President of
the Company. The Company’s Board of Directors has subsequently authorized annual extensions of
this stock repurchase program through March 31, 2012 and has authorized the repurchase of up to
2,610,000 shares of its common stock. The Company repurchased 1,327 shares of its stock in 2010
and zero shares of its stock in 2009. All shares purchased under the program were purchased on the
open market by the Company’s broker pursuant to a Rule 10b5-1 plan announced on November 28, 2007.
Equity Compensation Plan Information
The following table provides information about the Company’s equity compensation plans as of
December 31, 2010.
| Number of | ||||||||||||
| securities | ||||||||||||
| remaining available | ||||||||||||
| Number of | for future issuance | |||||||||||
| securities to be | under equity | |||||||||||
| issued upon | Weighted-average | compensation plans | ||||||||||
| exercise of | exercise price of | (excluding | ||||||||||
| outstanding | outstanding | securities | ||||||||||
| options, warrants | options, warrants | reflected in column | ||||||||||
| and rights | and rights | (a)) | ||||||||||
| PLAN CATEGORY | (a) | (b) | (c) | |||||||||
Equity
compensation plans
approved by
security holders |
439,576 | $ | 15.11 | 482,000 | ||||||||
Equity
compensation plans
not approved by
security holders |
0 | 0 | 0 | |||||||||
TOTAL |
439,576 | $ | 15.11 | 482,000 | ||||||||
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Performance Graph
The following graph is not “soliciting material,” is not deemed filed with the SEC, and is not to
be incorporated by reference into any of the Company’s filings under the Securities Act of 1933 or
the Securities Exchange Act of 1934, as amended, respectively.
The graph below sets forth the cumulative total stockholder return, which assumes reinvestment of
dividends, of a $100 investment in the Company’s Common Stock, the Company’s self-determined peer
group for the year ended December 31, 2010, and the Russell 2000 Index.
| Initial | 2006 | 2007 | 2008 | 2009 | 2010 | |||||||||||||||||||||||
| Encore Wire Corporation | Return % |
-3.30 | -27.44 | 19.73 | 11.43 | 19.50 | ||||||||||||||||||||||
Cum $ |
100.00 | 96.70 | 70.17 | 84.01 | 93.62 | 111.88 | ||||||||||||||||||||||
| Russell 2000 Index | Return % |
18.35 | -1.55 | -33.80 | 27.19 | 26.85 | ||||||||||||||||||||||
Cum $ |
100.00 | 118.35 | 116.52 | 77.14 | 98.11 | 124.45 | ||||||||||||||||||||||
| Peer Group | Return % |
86.85 | 44.55 | -67.50 | 33.41 | 40.27 | ||||||||||||||||||||||
Cum $ |
100.00 | 186.85 | 270.09 | 87.78 | 117.10 | 164.26 | ||||||||||||||||||||||
Notes
| (1) | Data presented in the performance graph is complete through December 31, 2010. |
| (2) | The Peer Group is self-determined and consists of the following companies: General Cable Corporation, Belden Inc. and Coleman Cable, Inc. |
| (3) | The peer group index uses only such peer group’s performance and excludes the performance of the Company. The peer group index uses beginning of period market capitalization weighting. |
| (4) | Each data line represents quarterly index levels derived from compounded daily returns that include all dividends. |
| (5) | The index level for all data lines was set to $100.00 on December 31, 2005. |
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| Item 6. | Selected Consolidated Financial Data. |
The following financial data should be read in conjunction with Item 7, “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and Item 8, “Financial Statements
and Supplementary Data.” The table below presents, as of and for the dates indicated, selected
historical financial information for the Company.
| Year Ended December 31, | ||||||||||||||||||||
| 2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
| (In thousands, except per share amounts) | ||||||||||||||||||||
Statement of Income Data: |
||||||||||||||||||||
Net sales |
$ | 910,222 | $ | 649,613 | $ | 1,081,132 | $ | 1,184,786 | $ | 1,249,330 | ||||||||||
Cost of goods sold |
827,813 | 599,498 | 957,767 | 1,073,451 | 1,005,037 | |||||||||||||||
Gross profit |
82,409 | 50,115 | 123,365 | 111,335 | 244,293 | |||||||||||||||
Selling, general and
administrative expenses |
57,073 | 43,767 | 61,180 | 60,400 | 59,793 | |||||||||||||||
Operating income |
25,336 | 6,348 | 62,185 | 50,935 | 184,500 | |||||||||||||||
Interest and other income (expense) |
(2,395 | ) | 1,633 | 2,416 | 1,709 | (74 | ) | |||||||||||||
Interest expense |
(522 | ) | (3,181 | ) | (4,704 | ) | (5,834 | ) | (7,686 | ) | ||||||||||
Income before income taxes |
22,419 | 4,800 | 59,897 | 46,810 | 176,740 | |||||||||||||||
Income tax expense |
7,129 | 1,164 | 20,126 | 16,014 | 61,607 | |||||||||||||||
Net income |
$ | 15,290 | $ | 3,636 | $ | 39,771 | $ | 30,796 | $ | 115,133 | ||||||||||
Net income per common and common
equivalent shares — basic |
$ | 0.66 | $ | 0.16 | $ | 1.72 | $ | 1.32 | $ | 4.95 | ||||||||||
Net income per common and common
equivalent shares — diluted |
$ | 0.66 | $ | 0.16 | $ | 1.70 | $ | 1.30 | $ | 4.86 | ||||||||||
Weighted average common and common
equivalent shares — basic |
23,184 | 23,011 | 23,113 | 23,342 | 23,254 | |||||||||||||||
Weighted average common and common
equivalent shares — diluted |
23,342 | 23,298 | 23,396 | 23,690 | 23,674 | |||||||||||||||
| As of December 31, | ||||||||||||||||||||
| 2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
| (In thousands, except per share amounts) | ||||||||||||||||||||
Balance Sheet Data: |
||||||||||||||||||||
Working capital |
$ | 283,944 | $ | 276,882 | $ | 378,033 | $ | 346,910 | $ | 333,865 | ||||||||||
Total assets |
477,276 | 534,558 | 533,339 | 513,912 | 474,157 | |||||||||||||||
Long-term debt, net of current portion |
— | — | 100,675 | 100,910 | 98,974 | |||||||||||||||
Stockholders’ equity |
407,377 | 392,984 | 389,619 | 354,969 | 327,121 | |||||||||||||||
Annual dividends paid |
1,854 | 1,840 | 1,853 | 1,867 | — | |||||||||||||||
Annual dividends paid per common share |
$ | 0.08 | $ | 0.08 | $ | 0.08 | $ | 0.08 | $ | 0.00 | ||||||||||
11
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| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Introduction
The following management’s discussion and analysis is intended to provide a better understanding of
key factors, drivers and risks regarding the Company and the building wire industry.
Executive Overview
Encore Wire sells a commodity product in a highly competitive market. Management strongly believes
that the historical strength of the Company’s growth and earnings is attributable to the following
main factors:
| • | Industry leading order-fill rates and responsive customer service. |
| • | Product innovations based on listening to and understanding customer needs. |
| • | Low cost manufacturing operations, resulting from a state of the art manufacturing complex. |
| • | A focused management team leading an incentivized work force. |
| • | Low general and administrative overhead costs. |
| • | A team of experienced independent manufacturers’ representatives with strong customer relationships across the United States. |
These factors, and others, have allowed Encore Wire to grow from a startup in 1989 to what
management believes is one of the largest copper electric building wire companies in the United
States of America. Encore has built a loyal following of customers throughout the United States.
These customers have developed a brand preference for Encore Wire in a commodity product line, due
to the reasons noted above, among others. The Company prides itself on striving to grow sales by
expanding its product offerings where profit margins are acceptable. Senior management monitors
gross margins daily, frequently extending down to the individual order level. Management strongly
believes that this focused approach to the building wire business has produced success thus far and
will lead to continued success.
The construction and remodeling industries drive demand for building wire. Housing construction
activity in the United States softened significantly in 2006 and continued its downward trend
through 2010. Nationally, commercial construction had been relatively strong through 2007, but
slowed significantly in 2008, and continued downward through 2010. According to various industry
and national economic forecasts the future is unclear for the next few years. The “credit crisis”
and the resulting tightening of credit could continue to negatively impact the availability of
capital to fund construction projects for some time to come. Data on remodeling is not as readily
available; however, remodeling activity has historically trended up when new construction slows
down.
General
Price competition for electrical wire and cable is intense, and the Company sells its products in
accordance with prevailing market prices. Copper, a commodity product, is the principal raw
material used by the Company in manufacturing its products. Copper accounted for approximately
81.1%, 73.5% and 90.3% of the Company’s cost of goods sold during fiscal 2010, 2009 and 2008,
respectively. The price of copper fluctuates, depending on general economic conditions and in
relation to supply and demand and other factors, which causes monthly variations in the cost of
copper purchased by the Company. In 2008, copper prices rose during the first quarter and then
held at high levels through early July, before beginning a precipitous decline through the rest of
the year falling from a COMEX close of $3.92 per pound on July 1st to close at $1.39 per
pound on December 31st. This unprecedented swift decline in copper prices mirrored that
of many other commodities in the second half of 2008. In 2009, copper began at the 2008 year end
lows and rose gradually throughout the year, mirroring the rebound in global commodity prices. In
2010, copper traded between $3.00 and $3.50 per pound for most of the first three quarters of the
year before rising throughout the fourth quarter, finishing the year at $4.44. The Company cannot
predict copper prices in the future or the effect of fluctuations in the cost of copper on the
Company’s future operating results. Wire prices can, and frequently do change on a daily basis.
This competitive pricing market for wire does not always mirror changes in copper prices, making
margins highly volatile. With the volatility of both raw material prices and wire prices in the
Company’s end market, hedging raw materials can be risky. Historically, the Company has not
engaged in hedging strategies for raw material purchases.
12
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Results of Operations
The following table presents certain items of income and expense as a percentage of net sales for
the periods indicated.
| Year Ended December 31, | ||||||||||||
| 2010 | 2009 | 2008 | ||||||||||
Net sales |
100.0 | % | 100.0 | % | 100.0 | % | ||||||
Cost of goods sold: |
||||||||||||
Copper |
73.8 | 67.8 | 80.0 | |||||||||
Other raw materials |
6.6 | 8.8 | 6.6 | |||||||||
Depreciation |
1.3 | 1.9 | 1.2 | |||||||||
Labor and overhead |
6.2 | 8.2 | 5.6 | |||||||||
LIFO adjustment |
3.0 | 5.6 | (4.8 | ) | ||||||||
Lower cost or market adjustment |
0.0 | 0.0 | 0.0 | |||||||||
| 90.9 | 92.3 | 88.6 | ||||||||||
Gross profit |
9.1 | 7.7 | 11.4 | |||||||||
Selling, general and administrative expenses |
6.3 | 6.7 | 5.7 | |||||||||
Operating income |
2.8 | 1.0 | 5.7 | |||||||||
Interest and other (income) expense |
0.3 | 0.2 | 0.2 | |||||||||
Income before income taxes |
2.5 | 0.8 | 5.5 | |||||||||
Income tax expense |
0.8 | 0.2 | 1.8 | |||||||||
Net income |
1.7 | % | 0.6 | % | 3.7 | % | ||||||
The following discussion and analysis relates to factors that have affected the operating results
of the Company for the years ended December 31, 2010, 2009 and 2008. Reference should also be made
to the Consolidated Financial Statements and the related notes included under “Item 8. Financial
Statements and Supplementary Data” of this Annual Report.
Net sales were $910.2 million in 2010, compared to $649.6 million in 2009 and $1.081 billion in
2008. The 40.1% increase in net sales in 2010 versus 2009 was primarily the result of a 45.8%
increase in the average selling price of product sold and a 3.8% decrease in the volume of copper
pounds of product sold. The average price of copper purchased in 2010 increased 50.3% versus the
2009 average price. Unit volume declined in concert with declining industry sales due to the
continued low level of construction activity in the United States as discussed throughout this
report. The increased average selling prices for wire rose more in dollars per pound than the cost
of copper purchased. This increased the spread between the sales price of wire and the price of
raw copper, and increased margins. Margins were at their lowest during the first quarter when, as
noted in prior filings and above, a competitor was sold and liquidated their remaining inventory at
levels that depressed industry margins. Margins bounced back in the second quarter and then
stabilized in the second half of the year at levels that allowed the Company to be profitable due
in part to its’ low cost structure.
The 39.9% decrease in net sales in 2009 versus 2008 was primarily the result of a 28.8% decrease in
the average selling price of product sold and a 15.6% decrease in the volume of copper pounds of
product sold. Unit volume declined in concert with declining industry sales due to the continued
low level of construction in the United States as discussed throughout this report. The average
price of copper purchased in 2009 decreased by 29.4%. The decreased average selling prices for
wire fell more in dollars per pound than the cost of copper purchased, decreasing the spread
between the sales price of wire and the price of raw copper, and decreasing margins. Margins were
at their highest during the first quarter and decreased steadily through the rest of the year.
Cost of goods sold was $827.8 million in 2010 compared to $599.5 million in 2009 and $957.8 million
in 2008. Copper costs were $671.6 million in 2010 compared to $440.5 million in 2009 and $865.2
million in 2008. Copper costs as a percentage of net sales increased to 73.8% in 2010 from 67.8%
in 2009 and 80.0% in 2008. The increase as a percentage of net sales was due to copper costs
increasing more than other costs. Other raw material costs as a percentage of net sales were 6.6%,
8.8%, and 6.6%, in 2010, 2009, and 2008, respectively. As noted above, copper costs are the
largest component of costs and therefore the most significant driver of sales prices of wire.
Accordingly, the increase in copper prices in 2010 caused other costs to shrink in terms of their
percentage of sales dollars. However, despite the cost of other raw materials dropping from 8.8%
of net sales in 2009 to 6.6% in 2010, on a cents per pound basis, the cost of other raw materials
actually increased by 10.4% in 2010 versus 2009, consistent with the cost of copper and other
commodities, albeit at a lower rate of increase. The cost of other raw materials declined 5.6% on
a cents per pound basis during 2009. Material cost percentages in 2008 were offset by a 4.8% LIFO
credit,
13
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while in 2009 they were increased by a 5.6% LIFO debit (expense). In 2010, material costs were
increased by a 3.0% LIFO debit (expense). Taking LIFO into account along with copper and other
materials, the “total LIFO adjusted materials cost” in 2010 was 83.4% of sales versus 82.2% in 2009
and 81.8% in 2008.
Depreciation, labor and overhead costs as a percentage of net sales were 7.5% in 2010 compared to
10.1% in 2009 and 6.8% in 2008. The percentage decrease of depreciation, labor and overhead costs
in 2010 (as with other raw materials) was due primarily to the precipitous increase in copper
driven sales dollars exceeding the percentage increase in depreciation, labor and overhead costs.
The percentage increase in 2009 was due primarily to the precipitous drop in copper-driven sales
dollars exceeding the percentage drop in depreciation, labor and overhead costs, despite lower
production volumes in concert with lower unit sales. This disparity is due to the fact that
depreciation, labor and overhead costs have fixed or semi-fixed components and do not vary directly
with unit volumes.
Inventories consist of the following at December 31 (in thousands):
| 2010 | 2009 | 2008 | ||||||||||
Raw materials |
$ | 27,092 | $ | 14,497 | $ | 16,184 | ||||||
Work-in-process |
19,889 | 12,239 | 8,746 | |||||||||
Finished goods |
81,940 | 75,239 | 63,718 | |||||||||
| 128,921 | 101,975 | 88,648 | ||||||||||
Adjust to LIFO cost |
(86,817 | ) | (59,412 | ) | (23,115 | ) | ||||||
Lower of cost or market adjustment |
— | — | — | |||||||||
| $ | 42,104 | $ | 42,563 | $ | 65,533 | |||||||
In 2010, copper traded in a relatively consistent range for most of the first three quarters and
then made a fairly steep rise in the fourth quarter, approaching historical highs by year end. The
unit volume of inventory on-hand also decreased slightly in 2010. These factors resulted in the
2010 year-end inventory value of all inventories using the LIFO method being $86.8 million less
than the FIFO value, and the 2010 year end LIFO reserve balance being $27.4 million higher than at
the end of 2009. This resulted in a corresponding increase of $27.4 million in cost of goods sold
for the year. Due to the management of inventory levels commensurate with declining unit sales
volumes during 2010, the Company liquidated a portion of the inventory layer established in 2005.
As a result, under the LIFO method, these inventory layers were liquidated at historical costs that
were less than current costs, which favorably impacted cost of goods sold by $1.6 million for the
full year and net income for the full year by $1.1 million.
In 2009, copper began at the 2008 year end lows and rose gradually throughout the year, mirroring
the rebound in global commodity prices. The unit volume of inventory on-hand also decreased in
2009. These factors resulted in the 2009 year-end inventory value of all inventories using the
LIFO method being $59.4 million less than the FIFO value, and the 2009 year end LIFO reserve
balance being $36.3 million higher than at the end of 2008. This resulted in a corresponding
increase of $36.3 million in cost of goods sold for the year. Due to the management of inventory
levels commensurate with declining unit sales volumes during 2009, the Company liquidated a portion
of the inventory layer established in 2005. As a result, under the LIFO method, these inventory
layers were liquidated at historical costs that were less than current costs, which favorably
impacted cost of goods sold by $13.1 million for the full year and net income for the full year by
$9.9 million.
Copper prices began 2008 at a relative low point in the first quarter and then trended upward in
the second quarter, peaking in early July and then dropping dramatically through the second half of
the year in concert with the global collapse of commodity prices. The 2008 year-end price of
copper was significantly below the 2007 year-end price. The unit volume of inventory on-hand also
decreased in 2008. These factors resulted in the 2008 year-end inventory value of all inventories
using the LIFO method being $23.1 million less than the FIFO value, and the 2008 year end LIFO
reserve balance being $51.7 million less than at the end of 2007. This resulted in a corresponding
decrease of $51.7 million in cost of goods sold for the year. Due to the management of inventory
levels commensurate with declining unit sales volumes during 2008, the Company liquidated the
remainder of the LIFO inventory layer established in 2006 and a portion of the inventory layer
established in 2005. Part of the 2006 layer was depleted in 2007. As a result, under the LIFO
method, these inventory layers were liquidated at historical costs that were less than current
costs, which favorably impacted cost of goods sold by $1.5 million for the full year and net income
for the full year by $1.0 million.
Gross profit was $82.4 million, or 9.1% of net sales in 2010 compared to $50.1 million, or 7.7% of
net sales in 2009 and $123.4 million or 11.4% of net sales in 2008. The changes in gross profit
were due to the factors discussed above.
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Selling expenses, which include freight and sales commissions, were $38.7 million in 2010, $31.7
million in 2009 and $48.0 million in 2008. As a percentage of net sales, selling expenses
decreased slightly to 4.2% in 2010, versus 4.9% in 2009 and 4.5% in 2008. The 2010 decrease is due
to freight costs dropping as a percentage of the increased sales dollars. The 2009 percentage
increase is due to freight costs. Freight costs increased due to shifts in regional sales and
lower average order sizes resulting in higher freight costs. General and administrative expenses,
as a percentage of net sales, were 2.0% in 2010, 1.8% in 2009 and 1.0% in 2008. The slight
percentage increase in 2010 is due to higher administrative, legal and state tax expenses. The
2009 percentage increase was primarily due to the semi-fixed costs being divided by lower dollar
sales. In 2010 and 2009 accounts receivable write-offs were negligible. The Company did
increase the bad debt reserve by $300,000 per year in 2010 and 2009 to provide for potential bad
debt expenses. During 2008, the Company wrote off $1.4 million in receivables which were
uncollectible, almost entirely due to one customer. The Company wrote these amounts off against
the bad debt reserve. The Company expensed $2.4 million or 0.2% of net sales during 2008 resulting
in a bad debt reserve balance of $2.0 million. This balance was raised to this level at year-end
after taking into account the state of the U.S. economy and the construction and building wire
industries, among other factors.
Interest expense decreased to $0.5 million in 2010 from $3.2 million in 2009 and $4.7 million in
2008. As discussed in detail in previous filings, the Company paid off its’ long-term debt in
January of 2010. The decrease in 2009 was due to lower average interest rates on the same amount
of debt. The Company capitalized interest expense relating to the construction of assets in the
amounts of approximately $29,000 in 2010, $354,000 in 2009 and $659,000 in 2008.
The Company’s effective tax rate was 31.8% in 2010, 24.3% in 2009 and 33.6% in 2008, commensurate
with the Company’s tax liabilities. The American Jobs Creation Act of 2004 provides a deduction
from income for qualified domestic production activities that generally will be phased in from 2005
through 2010. Accordingly, the impact of any deduction is being reported in the period for which
the deduction will be claimed on the Company’s tax return. The domestic production activity
deduction reduced the 2010 effective tax rate approximately 5.34%.
As a result of the foregoing factors, the Company’s net income was $15.3 million in 2010, $3.6
million in 2009 and $39.8 million in 2008.
Off-Balance Sheet Arrangements
The Company does not currently have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on the Company’s financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital resources that are
material to investors.
Liquidity and Capital Resources
The following table summarizes the Company’s cash flow activities (in thousands):
| Year Ended December 31, | ||||||||||||
| 2010 | 2009 | 2008 | ||||||||||
Net cash
provided by operating activities |
$ | 2,444 | $ | 28,605 | $ | 162,092 | ||||||
Net cash used in
investing activities |
(21,629 | ) | (18,783 | ) | (17,635 | ) | ||||||
Net
cash used in financing activities |
(104,332 | ) | (719 | ) | (5,686 | ) | ||||||
Net increase (decrease) in cash and cash equivalents |
$ | (123,517 | ) | $ | 9,103 | $ | 138,771 | |||||
The Company maintains a substantial inventory of finished products to satisfy customers’ prompt
delivery requirements. As is customary in the industry, the Company provides payment terms to most
of its customers that exceed terms that it receives from its suppliers. Therefore, the Company’s
liquidity needs have generally consisted of working capital necessary to finance receivables and
inventory. Capital expenditures have historically been necessary to expand and update the
production capacity of the Company’s manufacturing operations. The Company has historically
satisfied its liquidity and capital expenditure needs with cash generated from operations,
borrowings under its various debt arrangements and sales of its common stock.
The Company is party to a Financing Agreement with two banks, Bank of America, N.A., as Agent, and
Wells Fargo Bank, National Association (as amended, the “Financing Agreement”). The Financing
Agreement extends through August 6, 2013, and provides for maximum borrowings of the lesser of
$150,000,000 or the amount of eligible accounts receivable plus the amount of eligible finished
goods and raw materials, less any reserves established by
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the banks. The calculated maximum borrowing amount available at December 31, 2010, as computed
under the Financing Agreement was $149,660,000. Borrowings under the line of credit bear interest,
at the Company’s option, at either (1) LIBOR plus a margin that varies from 1.0% to 1.75% depending
upon the ratio of debt outstanding to adjusted earnings or (2) the base rate (which is the higher
of the federal funds rate plus 0.5% or the prime rate) plus 0% to 0.25% (depending upon the ratio
of debt outstanding to adjusted earnings). A commitment fee ranging from 0.20% to 0.375% (depending
upon the ratio of debt outstanding to adjusted earnings) is payable on the unused line of credit.
On December 31, 2010, there were no borrowings outstanding under the Financing Agreement.
Obligations under the Financing Agreement are the only contractual borrowing obligations or
commercial borrowing commitments of the Company.
Obligations under the Financing Agreement are unsecured and contain customary covenants and events
of default. The Company was not in compliance with these covenants as of December 31, 2009. The
Company received a waiver for those covenant violations from the two banks for the December 31,
2009 reporting period. In the first quarter of 2010, the Company executed an amendment to the Financing
Agreement that reduced the fixed charge ratio that the Company must maintain and amended certain
related definitions. The Company was in compliance with the revised covenants as of December 31,
2010.
The Company, through its agent bank, was also a party to a Note Purchase Agreement with Hartford
Life Insurance Company, Great-West Life & Annuity Insurance Company, London Life Insurance Company
and London Life and Casualty Reinsurance Corporation (collectively, the “2004 Purchasers”), whereby
the Company issued and sold $45,000,000 of 5.27% Senior Notes, Series 2004-A, due August 27, 2011
(the “Fixed Rate Senior Notes”) to the 2004 Purchasers, the proceeds of which were used to repay a
portion of the Company’s outstanding indebtedness under its previous financing agreement.
On September 28, 2006, the Company, through its agent bank, entered into a second Note Purchase
Agreement with Metropolitan Life Insurance Company, Metlife Insurance Company of Connecticut and
Great-West Life & Annuity Insurance Company, whereby the Company issued and sold $55,000,000 of
Floating Rate Senior Notes, Series 2006-A, due September 30, 2011 (the “Floating Rate Senior
Notes”), the proceeds of which were used to repay a portion of the Company’s outstanding
indebtedness under its Financing Agreement.
On January 15, 2010, the Company used available cash to pay off all of its then outstanding debt,
comprised of the Fixed Rate Senior Notes and the Floating Rate Senior Notes. The Company paid off
the $100 million debt with a payment totaling $103.8 million, which included accrued and unpaid
interest, along with a pre-payment fee applicable to the Fixed Rate Senior Notes. The Company
incurred a one-time charge of $2.6 million in the first quarter of 2010 in connection with this
transaction and expects to realize a net cash savings of $1.8 million based on interest
rates in effect at the time of the payoff, over the original remaining life of the notes.
On November 10, 2006, the Board of Directors approved a stock repurchase program authorizing the
Company to repurchase up to 1,000,000 shares of its common stock through December 31, 2007 on the
open market or through privately negotiated transactions at prices determined by the President of
the Company. The Company’s Board of Directors has subsequently authorized annual extensions of
this stock repurchase program through March 31, 2012 and has authorized the repurchase of up to
2,610,000 shares of its common stock. The Company repurchased 1,327 shares of its stock in 2010
and zero shares of its stock in 2009. All shares purchased under the program were purchased on the
open market by the Company’s broker pursuant to a Rule 10b5-1 plan announced on November 28, 2007.
Cash provided by operations was $2.4 million in 2010 compared to cash provided by operations of
$28.6 million in 2009 and cash provided by operations of $162.0 million in 2008. The decrease in
cash provided by operations of $26.2 million in 2010 versus 2009 was due to several factors. In
2010, cash used for increased accounts receivable increased by $50.2 million more than in 2009,
while inventory decreases provided $22.5 million less cash in 2010 than in 2009. This net $72.7
million negative swing in the use of cash was largely offset by several positive swings in sources
of cash, including: $22.7 million from increased accounts payable and accrued liabilities, $11.7
million from increased net income and $5.5 million from increased taxes payable. Accounts
receivable increased due to the increased sales dollars in 2010. Inventory dollars were virtually
flat in 2010 versus a $23.0 million decrease in 2009.
The decrease in cash provided by operations of $133.4 million in 2009 versus 2008 was due primarily
to the $95.5 million swing in the accounts receivable category from 2008 to 2009. In 2008,
accounts receivable fell $88.2 million, while in 2009 accounts receivable rose by $7.3 million
resulting in a negative swing of $95.5 million in cash related to accounts receivable. Also
contributing to the decreased cash provided by operations in 2009 was the decrease in net income of
$36.1 million, and an $11.8 million negative swing in deferred income taxes partially offset by an
increase in accounts payable and other accrued liabilities of $24.9 million.
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Cash used in investing activities increased to $21.6 million in 2010 from $18.8 million in
2009, versus $17.6 million in 2008. In 2010, the funds were used for machinery and equipment,
constructing a new research & development building and land purchases. In both 2009 and 2008,
capital expenditures were made on various machinery and equipment purchases.
The cash used in financing activities of $104.3 million in 2010 was primarily the result of the
Company’s early retirement of long-term notes payable discussed above. The cash used in financing
activities of $0.7 million in 2009 consisted of $1.8 million in dividend payments offset by $0.7
million proceeds from issuance of Company stock related to employees exercising stock options and
$0.4 million arising from excess tax benefits of the options exercised. The cash used in financing
activities of $5.6 million in 2008 consisted primarily of $4.0 million for the stock repurchase
program discussed above and $1.9 million to pay dividends.
During 2011, the Company expects its capital expenditures will consist primarily of maintaining and
adding manufacturing equipment for its building wire operations. The Company also expects its
future working capital requirements may fluctuate as a result of changes in unit sales volumes and
the price of copper and other raw materials. The Company believes that its cash balance, cash flow
from operations and the financing available from its revolving credit facility will satisfy working
capital and capital expenditure requirements for the next twelve months.
Contractual Obligations
As shown below, the Company had the following contractual obligations as of December 31, 2010.
| Payments Due By Period ($ in Thousands) | ||||||||||||||||||||
| Less Than | More Than | |||||||||||||||||||
| Contractual Obligations | Total | 1 Year | 1-3 Years | 3-5 Years | 5 Years | |||||||||||||||
Long-Term Debt Obligations |
$ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Capital Lease Obligations |
— | — | — | — | — | |||||||||||||||
Operating Lease Obligations |
— | — | — | — | — | |||||||||||||||
Purchase Obligations |
32,723 | 32,723 | — | — | — | |||||||||||||||
Total |
$ | 32,723 | $ | 32,723 | $ | — | $ | — | $ | — | ||||||||||
| Note: | Amounts listed as purchase obligations consist of open purchase orders for major raw material purchases and $2.4 million of capital equipment and construction purchase orders open as of December 31, 2010. |
Critical Accounting Policies and Estimates
Management’s discussion and analysis of its financial condition and results of operations are based
upon the Company’s consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the U.S. The preparation of these financial statements
requires management to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ from those estimates.
See Note 1 to the Consolidated Financial Statements. Management believes the following critical
accounting policies affect its more significant estimates and assumptions used in the preparation
of its consolidated financial statements.
Inventories are stated at the lower of cost, using the last-in, first out (LIFO) method, or market.
The Company maintains only one inventory pool for LIFO purposes as all inventories held by the
Company generally relate to the Company’s only business segment, the manufacture and sale of copper
electrical building wire products. As permitted by U.S. generally accepted accounting principles,
the Company maintains its inventory costs and cost of goods sold on a first-in, first-out (FIFO)
basis and makes a quarterly adjustment to adjust total inventory and cost of goods sold from FIFO
to LIFO. The Company applies the lower of cost or market (LCM) test by comparing the LIFO cost of
its raw materials, work-in-process and finished goods inventories to estimated market values, which
are based primarily upon the most recent quoted market price of copper and finished wire prices as
of the end of each reporting period. The Company performs a lower of cost or market calculation
quarterly. As of December 31, 2010, no LCM adjustment was required. However, decreases in copper
prices could necessitate establishing an LCM reserve in future periods. Additionally, future
reductions in the quantity of inventory on hand could cause copper that is carried in inventory at
costs different from the cost of copper in the period in which the reduction occurs to be included
in costs of goods sold for that period at the different price.
Revenue from the sale of the Company’s products is recognized when goods are shipped to the
customer, title and risk of loss are transferred, pricing is fixed or determinable and collection
is reasonably assured. A provision for
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payment discounts and customer rebates is estimated based
upon historical experience and other relevant factors and is recorded within the same period that
the revenue is recognized.
The Company has provided an allowance for losses on customer receivables based upon estimates of
those customers’ inability to make required payments. Such allowance is established and adjusted
based upon the makeup of the current receivable portfolio, past bad debt experience and current
market conditions. If the financial condition of our customers was to deteriorate and impair their
ability to make payments to the Company, additional allowances for losses might be required in
future periods.
Information Regarding Forward-Looking Statements
This report contains various forward-looking statements and information that are based on
management’s belief as well as assumptions made by and information currently available to
management. Although the Company believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will prove to have been
correct. Such statements are subject to certain risks, uncertainties and assumptions. Should one
or more of these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those expected.
Among the key factors that may have a direct bearing on the Company’s operating results and stock
price are:
| • | Fluctuations in the global and national economy. | ||
| • | Fluctuations in the level of activity in the construction and remodeling industries. | ||
| • | Demand for the Company’s products. | ||
| • | The impact of price competition on the Company’s margins. | ||
| • | Fluctuations in the price of copper and other key raw materials. | ||
| • | The loss of key manufacturers’ representatives who sell the Company’s product line. | ||
| • | Fluctuations in utility costs, especially electricity and natural gas. | ||
| • | Fluctuations in insurance costs of various types. | ||
| • | Weather related disasters at the Company’s and/or key vendor’s operating facilities. | ||
| • | Stock price fluctuations due to “stock market expectations.” | ||
| • | Unforeseen future legal issues and/or government regulatory changes. | ||
| • | Patent and intellectual property disputes. | ||
| • | Fluctuations in the Company’s financial position or national banking issues that impede the Company’s ability to obtain reasonable financing. |
This list highlights some of the major factors that could affect the Company’s operations or stock
price, but cannot enumerate all the potential issues that management faces on a daily basis, many
of which are totally out of management’s control. For further discussion of the factors described
herein and their potential effects on the Company, see “Item 1. Business,” “Item 1A. Risk Factors,”
“Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and
“Item 7A. Quantitative and Qualitative Disclosures About Market Risk.”
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
The Company does not engage in metal futures trading or hedging activities and does not enter into
derivative financial instrument transactions for trading or other speculative purposes. However,
the Company is generally exposed to commodity price and interest rate risks.
The Company purchases copper cathode primarily from miners and commodity brokers at prices
determined each month based on the average daily COMEX closing prices for copper for that month,
plus a negotiated premium. As a result, fluctuations in copper prices caused by market forces can
significantly affect the Company’s financial results.
Interest rate risk is attributable to the Company’s long-term debt. As of December 31, 2010, the
Company was a party to the Financing Agreement. Amounts outstanding under the Financing Agreement,
as amended, are payable on August 6, 2013, with interest payments due quarterly. At December 31,
2010, the balance outstanding under the Financing Agreement was zero.
There is inherent rollover risk for borrowings under the Financing Agreement as such borrowings
mature and are renewed at current market rates. The extent of this risk is not quantifiable or
predictable because of the variability of future interest rates and the Company’s future financing
requirements. Assuming that the Company had $100 million of outstanding debt, an average 1%
interest rate increase in 2011 would increase the Company’s interest expense by $1,000,000.
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For further information, see “Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations,” and “Item 1A. Risk Factors.”
Item 8. Financial Statements and Supplementary Data.
The consolidated financial statements of the Company and the notes thereto appear on the following
pages.
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Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Encore Wire Corporation
Encore Wire Corporation
We have audited the accompanying consolidated balance sheets of Encore Wire Corporation (the
Company) as of December 31, 2010 and 2009, and the related consolidated statements of income,
stockholders’ equity, and cash flows for each of the three years in the period ended December 31,
2010. These financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements 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. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Encore Wire Corporation at December 31, 2010 and
2009, and the consolidated results of its operations and its cash flows for each of the three years in
the period ended December 31, 2010, in conformity with U.S. generally accepted accounting
principles.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), Encore Wire Corporation’s internal control over financial reporting as of
December 31, 2010, based on criteria established in Internal Control-Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 4,
2011 expressed an unqualified opinion thereon.
| /s/ Ernst & Young LLP | ||||
Dallas, Texas
March 4, 2011
March 4, 2011
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Encore Wire Corporation
Consolidated Balance Sheets
| December 31 | ||||||||
| In Thousands of Dollars, Except Share Data | 2010 | 2009 | ||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 103,252 | $ | 226,769 | ||||
Accounts receivable, net of allowance for losses of $2,582
in 2010 and $2,278 in 2009 |
190,364 | 133,176 | ||||||
Inventories |
42,104 | 42,563 | ||||||
Income taxes receivable |
— | 2,660 | ||||||
Current deferred income taxes |
4,485 | — | ||||||
Prepaid expenses and other |
1,892 | 2,331 | ||||||
Total current assets |
342,097 | 407,499 | ||||||
Property, plant and equipment – at cost: |
||||||||
Land and land improvements |
17,971 | 13,177 | ||||||
Construction-in-progress |
15,564 | 6,481 | ||||||
Buildings and improvements |
69,440 | 68,125 | ||||||
Machinery and equipment |
174,916 | 168,984 | ||||||
Furniture and fixtures |
7,066 | 6,742 | ||||||
| 284,957 | 263,509 | |||||||
Accumulated depreciation |
(149,972 | ) | (136,653 | ) | ||||
Property, plant and equipment – net |
134,985 | 126,856 | ||||||
Other assets |
194 | 203 | ||||||
Total assets |
$ | 477,276 | $ | 534,558 | ||||
Liabilities and Stockholders’ Equity |
||||||||
Current liabilities: |
||||||||
Trade accounts payable |
$ | 32,897 | $ | 11,942 | ||||
Accrued liabilities |
23,191 | 17,140 | ||||||
Current income taxes payable |
2,065 | — | ||||||
Current deferred income taxes |
— | 1,105 | ||||||
Current portion of notes payable |
— | 100,430 | ||||||
Total current liabilities |
58,153 | 130,617 | ||||||
Noncurrent deferred income taxes |
11,746 | 10,957 | ||||||
Commitments and contingencies |
||||||||
Stockholders’ equity: |
||||||||
Preferred stock, $.01 par value: Authorized shares–
2,000,000. Issued and outstanding shares – none |
||||||||
Common stock, $.01 par value: Authorized shares – 40,000,000
Issued shares – 26,366,752 in 2010 and 26,308,002 in 2009 |
264 | 263 | ||||||
Additional paid-in capital |
45,040 | 44,057 | ||||||
Treasury
stock, at cost – 3,150,277 shares in 2010 and 3,148,950 shares in 2009 |
(21,294 | ) | (21,269 | ) | ||||
Retained earnings |
383,367 | 369,933 | ||||||
Total stockholders’ equity |
407,377 | 392,984 | ||||||
Total liabilities and stockholders’ equity |
$ | 477,276 | $ | 534,558 | ||||
See accompanying notes.
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Encore Wire Corporation
Consolidated Statements of Income
| Year ended December 31 | ||||||||||||
| In Thousands, Except Per Share Data | 2010 | 2009 | 2008 | |||||||||
Net sales |
$ | 910,222 | $ | 649,613 | $ | 1,081,132 | ||||||
Cost of goods sold |
827,813 | 599,498 | 957,767 | |||||||||
Gross profit |
82,409 | 50,115 | 123,365 | |||||||||
Selling, general and administrative expenses |
57,073 | 43,767 | 61,180 | |||||||||
Operating income |
25,336 | 6,348 | 62,185 | |||||||||
Other income (expense): |
||||||||||||
Interest and other income |
194 | 1,633 | 2,416 | |||||||||
Loss on extinguishment of debt |
(2,589 | ) | — | — | ||||||||
Interest expense |
(522 | ) | (3,181 | ) | (4,704 | ) | ||||||
Income before income taxes |
22,419 | 4,800 | 59,897 | |||||||||
Income tax expense |
7,129 | 1,164 | 20,126 | |||||||||
Net income |
$ | 15,290 | $ | 3,636 | $ | 39,771 | ||||||
Weighted average common shares – basic |
23,184 | 23,011 | 23,113 | |||||||||
Basic earnings per common share |
$ | 0.66 | $ | 0.16 | $ | 1.72 | ||||||
Weighted average common shares – diluted |
23,342 | 23,298 | 23,396 | |||||||||
Diluted earnings per common share |
$ | 0.66 | $ | 0.16 | $ | 1.70 | ||||||
Cash dividends per share |
$ | 0.08 | $ | 0.08 | $ | 0.08 | ||||||
See accompanying notes.
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Encore Wire Corporation
Consolidated Statements of Stockholders’ Equity
| Additional | ||||||||||||||||||||||||
| Common Stock | Paid-In | Treasury | Retained | |||||||||||||||||||||
| In Thousands, Except Per Share Data | Shares | Amount | Capital | Stock | Earnings | Total | ||||||||||||||||||
Balance at December 31, 2007 |
26,124 | $ | 261 | $ | 41,806 | $ | (17,315 | ) | $ | 330,217 | $ | 354,969 | ||||||||||||
Net income |
— | — | — | — | 39,771 | 39,771 | ||||||||||||||||||
Proceeds from exercise of stock options |
21 | 1 | 155 | — | — | 156 | ||||||||||||||||||
Tax benefit on exercise of stock options |
— | — | 98 | — | — | 98 | ||||||||||||||||||
Stock-based compensation |
— | — | 427 | — | — | 427 | ||||||||||||||||||
Dividend declared — $0.08 per share |
— | — | — | — | (1,848 | ) | (1,848 | ) | ||||||||||||||||
Purchase of treasury stock |
— | — | — | (3,954 | ) | — | (3,954 | ) | ||||||||||||||||
Balance at December 31, 2008 |
26,145 | 262 | 42,486 | (21,269 | ) | 368,140 | 389,619 | |||||||||||||||||
Net income |
— | — | — | — | 3,636 | 3,636 | ||||||||||||||||||
Proceeds from exercise of stock options |
163 | 1 | 757 | — | — | 758 | ||||||||||||||||||
Tax benefit on exercise of stock options |
— | — | 363 | — | — | 363 | ||||||||||||||||||
Stock-based compensation |
— | — | 451 | — | — | 451 | ||||||||||||||||||
Dividend declared — $0.08 per share |
— | — | — | — | (1,843 | ) | (1,843 | ) | ||||||||||||||||
Balance at December 31, 2009 |
26,308 | 263 | 44,057 | (21,269 | ) | 369,933 | 392,984 | |||||||||||||||||
Net income |
— | — | — | — | 15,290 | 15,290 | ||||||||||||||||||
Proceeds from exercise of stock options |
59 | 1 | 461 | — | — | 462 | ||||||||||||||||||
Tax benefit on exercise of stock options |
— | — | 55 | — | — | 55 | ||||||||||||||||||
Stock-based compensation |
— | — | 467 | — | — | 467 | ||||||||||||||||||
Dividend declared — $0.08 per share |
— | — | — | — | (1,856 | ) | (1,856 | ) | ||||||||||||||||
Purchase of treasury stock |
— | — | — | (25 | ) | — | (25 | ) | ||||||||||||||||
Balance at December 31, 2010 |
26,367 | $ | 264 | $ | 45,040 | $ | (21,294 | ) | $ | 383,367 | $ | 407,377 | ||||||||||||
See accompanying notes
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Encore Wire Corporation
Consolidated Statements of Cash Flows
| Year ended December 31 | ||||||||||||
| In Thousands of Dollars | 2010 | 2009 | 2008 | |||||||||
Operating Activities |
||||||||||||
Net income |
$ | 15,290 | $ | 3,636 | $ | 39,771 | ||||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||||||
Depreciation and amortization |
13,716 | 13,691 | 13,933 | |||||||||
Loss on extinguishment of debt |
2,581 | — | — | |||||||||
Deferred income taxes |
(4,801 | ) | (6,240 | ) | 5,601 | |||||||
Excess tax benefits of options exercised |
(55 | ) | (363 | ) | (98 | ) | ||||||
Stock-based compensation |
467 | 451 | 427 | |||||||||
Provision for bad debts |
304 | 278 | 2,413 | |||||||||
Other |
(132 | ) | (479 | ) | 101 | |||||||
Changes in operating assets and liabilities: |
||||||||||||
Accounts receivable |
(57,492 | ) | (7,270 | ) | 88,183 | |||||||
Inventories |
459 | 22,970 | 16,480 | |||||||||
Prepaid expenses and other |
322 | (1,695 | ) | 7,570 | ||||||||
Trade accounts payable and accrued liabilities |
27,005 | 4,336 | (20,584 | ) | ||||||||
Current income taxes receivable / payable |
4,780 | (710 | ) | 8,295 | ||||||||
Net cash provided by operating activities |
2,444 | 28,605 | 162,092 | |||||||||
Investing Activities |
||||||||||||
Purchases of property, plant and equipment |
(21,718 | ) | (22,950 | ) | (17,962 | ) | ||||||
Proceeds from sale of assets |
89 | 4,167 | 363 | |||||||||
Other |
— | — | (36 | ) | ||||||||
Net cash used in investing activities |
(21,629 | ) | (18,783 | ) | (17,635 | ) | ||||||
Financing Activities |
||||||||||||
Repayment of notes payable |
(102,919 | ) | — | — | ||||||||
Deferred financing fees |
(50 | ) | — | (133 | ) | |||||||
Purchase of treasury stock |
(25 | ) | — | (3,954 | ) | |||||||
Proceeds from issuance of common stock, net |
462 | 758 | 156 | |||||||||
Excess tax benefits of options exercised |
55 | 363 | 98 | |||||||||
Dividends paid |
(1,855 | ) | (1,840 | ) | (1,853 | ) | ||||||
Net cash used in financing activities |
(104,332 | ) | (719 | ) | (5,686 | ) | ||||||
Net increase (decrease) in cash and cash equivalents |
(123,517 | ) | 9,103 | 138,771 | ||||||||
Cash and cash equivalents at beginning of year |
226,769 | 217,666 | 78,895 | |||||||||
Cash and cash equivalents at end of year |
$ | 103,252 | $ | 226,769 | $ | 217,666 | ||||||
See accompanying notes.
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Encore Wire Corporation
Notes to Consolidated Financial Statements
December 31, 2010
1. Significant Accounting Policies
Business
The Company conducts its business in one segment – the manufacture of copper electric building
wire, principally NM-B cable, for use primarily as interior wiring in homes, apartments, and
manufactured housing, and THWN-2 cable and metal clad and armored cable for use primarily as wiring
in commercial and industrial buildings. The Company sells its products primarily through 30
manufacturers’ representatives located throughout the United States and, to a lesser extent,
through its own direct marketing efforts. The principal customers for Encore’s building wire are
wholesale electrical distributors.
Copper, a commodity product, is the principal raw material used in the Company’s manufacturing
operations. Copper accounted for 81.1%, 73.5% and 90.3% of its cost of goods sold during 2010,
2009, and 2008, respectively. The price of copper fluctuates, depending on general economic
conditions and in relation to supply and demand and other factors, and has caused monthly
variations in the cost of copper purchased by the Company. The Company cannot predict copper prices
in the future or the effect of fluctuations in the cost of copper on the Company’s future operating
results.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned
subsidiary. Significant intercompany accounts and transactions have been eliminated upon
consolidation.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. Actual results could differ from those
estimates.
Revenue Recognition
Revenue from the sale of the Company’s products is recognized when goods are shipped to the
customer, title and risk of loss are transferred, pricing is fixed or determinable and collection
is reasonably assured. A provision for payment discounts and customer rebates is estimated based
upon historical experience and other relevant factors and is recorded within the same period that
the revenue is recognized.
Freight Expenses
The Company classifies shipping and handling costs as a component of selling, general and
administrative expenses. Shipping and handling costs were approximately $15.1 million, $14.5
million and $19.9 million for the years ended December 31, 2010, 2009 and 2008, respectively.
Fair Value of Financial Instruments
The Company holds certain items that are required to be measured at fair value, primarily cash
equivalents held in money market funds. Fair value is defined as the price that would be received
to sell an asset or paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between market
participants on the measurement date. A three-level hierarchy is followed for disclosure to show
the extent and level of judgment used to estimate fair value measurements:
Level 1 — Inputs used to measure fair value are unadjusted quoted prices that are available in
active markets for the identical assets or liabilities as of the reporting date.
Level 2 — Inputs used to measure fair value, other than quoted prices included in Level 1, are
either directly or indirectly observable as of the reporting date through correlation with market
data, including quoted prices for similar
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assets and liabilities in active markets and quoted
prices in markets that are not active. Level 2 also includes assets and liabilities that are valued
using models or other pricing methodologies that do not require significant judgment since the
input assumptions used in the models, such as interest rates and volatility factors, are
corroborated by readily observable data from actively quoted markets for substantially the full
term of the financial instrument.
Level 3 — Inputs used to measure fair value are unobservable inputs that are supported by little or
no market activity and reflect the use of significant management judgment. These values are
generally determined using pricing models for which the assumptions utilize management’s estimates
of market participant assumptions.
At December 31, 2010 and 2009, the Company’s fair value of cash equivalents of $103.3 million and
$226.8 million, respectively, approximated carrying value due to the short maturity of these
financial instruments and was categorized as a Level 1 measurement.
At December 31, 2009, the carrying value of the Company’s debt was $100.4 million with an estimated
fair value of $101.9 million. At December 31, 2010, the Company had no debt outstanding.
The fair market value of the fixed rate debt was estimated using a discounted cash flow analysis
based on market yields, taking into consideration the underlying terms of the debt, such as coupon
rate and term to maturity. The fair market value of the floating rate debt approximates its
carrying value.
Concentrations of Credit Risk and Accounts Receivable
Accounts receivable represent amounts due from customers (primarily wholesale electrical
distributors, manufactured housing suppliers and retail home improvement centers) related to the
sale of the Company’s products. Such receivables are uncollateralized and are generally due from a
diverse group of customers located throughout the United States. The Company establishes an
allowance for losses based upon the makeup of the current portfolio, past bad debt experience and
current market conditions.
| Allowance for Losses Progression (In Thousands of Dollars) | 2010 | 2009 | 2008 | |||||||||
Beginning balance January 1 |
$ | 2,278 | $ | 2,000 | $ | 1,003 | ||||||
(Write offs) of bad debts, net of collections of previous write offs |
4 | (22 | ) | (1,416 | ) | |||||||
Bad debt provision |
300 | 300 | 2,413 | |||||||||
Ending balance at December 31 |
$ | 2,582 | $ | 2,278 | $ | 2,000 | ||||||
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments purchased with a maturity of three months
or less to be cash equivalents. At December 31, 2010 and 2009, the Company’s cash equivalents
consisted of investments in money market funds with the Company’s banks.
Inventories
Inventories are stated at the lower of cost, using the last-in, first-out (LIFO) method, or market.
The Company evaluates the market value of its raw materials, work-in-process and finished goods
inventory primarily based upon current raw material and finished goods prices at the end of each
period.
Property, Plant, and Equipment
Depreciation of property, plant and equipment for financial reporting is provided on the
straight-line method over the estimated useful lives of the respective assets as follows: buildings
and improvements, 15 to 39 years; machinery and equipment, 3 to 15 years; and furniture and
fixtures, 3 to 15 years. Accelerated cost recovery methods are used for tax purposes. Repairs and
maintenance costs are expensed as incurred.
Stock-Based Compensation
The Company follows the fair value based method in accounting for equity-based compensation. Under
the fair value based method, compensation cost is measured at the grant date based on the fair
value of the award and is recognized on a straight-line basis over the related service period.
Excess tax benefits on stock-based compensation are recognized as an increase to additional paid-in
capital and as a part of cash flows from financing activities.
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Earnings Per Share
Earnings per common and common equivalent share are computed using the weighted average number of
shares of common stock and common stock equivalents outstanding during each period. The dilutive
effects of stock options, which are common stock equivalents, are calculated using the treasury
stock method.
Income Taxes
Income taxes are provided for based on the liability method, resulting in deferred income tax
assets and liabilities arising due to temporary differences. Temporary differences are differences
between the tax basis of assets and liabilities and their reported amounts in the financial
statements that will result in taxable or deductible amounts in future years.
Comprehensive Income
Comprehensive income is defined as the change in equity of a business enterprise during a period
from transactions and other events and circumstances from non-owner sources. There were no
differences between comprehensive income and reported income in the periods presented.
2. Inventories
Inventories consist of the following as of December 31:
| In Thousands of Dollars | 2010 | 2009 | ||||||
Raw materials |
$ | 27,092 | $ | 14,497 | ||||
Work-in-process |
19,889 | 12,239 | ||||||
Finished goods |
81,940 | 75,239 | ||||||
| 128,921 | 101,975 | |||||||
Adjust to LIFO cost |
(86,817 | ) | (59,412 | ) | ||||
Lower of cost or market adjustment |
— | — | ||||||
| $ | 42,104 | $ | 42,563 | |||||
During 2010 and 2009, the Company liquidated portions of the inventory layer established in 2005.
As a result, under the LIFO method, these inventory layers were liquidated at historical costs that
were less than current costs, which favorably impacted net income for the years ended December 31,
2010 and 2009 by $1.1 million and $9.9 million, respectively.
3. Accrued Liabilities
Accrued liabilities consist of the following as of December 31:
| In Thousands of Dollars | 2010 | 2009 | ||||||
Sales volume discounts payable |
$ | 14,997 | $ | 10,120 | ||||
Property taxes payable |
2,648 | 2,555 | ||||||
Commissions payable |
2,290 | 1,569 | ||||||
Accrued salaries |
2,591 | 418 | ||||||
Other accrued liabilities |
665 | 2,478 | ||||||
| $ | 23,191 | $ | 17,140 | |||||
4. Notes Payable
At December 31, 2010, no amounts were outstanding under the Company’s notes payable. Notes payable
as of December 31, 2009 consist of the following:
| In Thousands of Dollars | ||||
5.27% Senior Notes due 2011 |
$ | 45,000 | ||
Floating Rate Senior Notes due 2011 |
55,000 | |||
Unrecognized gain on swap termination |
430 | |||
| $ | 100,430 | |||
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The Company is party to a Financing Agreement with two banks, Bank of America, N.A., as Agent, and
Wells Fargo Bank, National Association (as amended, the “Financing Agreement”). The Financing
Agreement extends through August 6, 2013, and provides for maximum borrowings of the lesser of
$150,000,000 or the amount of eligible accounts receivable plus the amount of eligible finished
goods and raw materials, less any reserves established by the banks. The calculated maximum
borrowing amount available at December 31, 2010, as computed under the Financing Agreement was
$149,660,000. Borrowings under the line of credit bear interest, at the Company’s option, at either
(1) LIBOR plus a margin that varies from 1.0% to 1.75% depending upon the ratio of debt outstanding
to adjusted earnings or (2) the base rate (which is the higher of the federal funds rate plus 0.5%
or the prime rate) plus 0% to 0.25% (depending upon the ratio of debt outstanding to adjusted
earnings). A commitment fee ranging from 0.20% to 0.375% (depending upon the ratio of debt
outstanding to adjusted earnings) is payable on the unused line of credit. At December 31, 2010 and
2009, there were no borrowings outstanding under the Financing Agreement. Obligations under the
Financing Agreement are the only contractual borrowing obligations or commercial borrowing
commitments of the Company.
Obligations under the Financing Agreement are unsecured and contain customary covenants and events
of default. The Company was not in compliance with these covenants as of December 31, 2009. The
Company received a waiver for those covenant violations from the two banks for the December 31,
2009 reporting period. In the first quarter, the Company executed an amendment to the Financing
Agreement that reduced the fixed charge ratio that the Company must maintain and amended certain
related definitions. The Company was in compliance with the revised covenants as of December 31,
2010.
The Company, through its agent bank, was also a party to a Note Purchase Agreement with Hartford
Life Insurance Company, Great-West Life & Annuity Insurance Company, London Life Insurance Company
and London Life and Casualty Reinsurance Corporation (collectively, the “2004 Purchasers”), whereby
the Company issued and sold $45,000,000 of 5.27% Senior Notes, Series 2004-A, due August 27, 2011
(the “Fixed Rate Senior Notes”) to the 2004 Purchasers, the proceeds of which were used to repay a
portion of the Company’s outstanding indebtedness under its previous financing agreement.
On September 28, 2006, the Company, through its agent bank, entered into a second Note Purchase
Agreement with Metropolitan Life Insurance Company, Metlife Insurance Company of Connecticut and
Great-West Life & Annuity Insurance Company, whereby the Company issued and sold $55,000,000 of
Floating Rate Senior Notes, Series 2006-A, due September 30, 2011 (the “Floating Rate Senior
Notes”), the proceeds of which were used to repay a portion of the Company’s outstanding
indebtedness under its Financing Agreement.
On January 15, 2010, the Company used available cash to pay off all of its then outstanding debt,
comprised of the Fixed Rate Senior Notes and the Floating Rate Senior Notes. The Company paid off
the $100 million debt with a payment totaling $103.8 million, which included accrued and unpaid
interest, along with a pre-payment fee applicable to the Fixed Rate Senior Notes. The Company
incurred a one-time charge of $2.6 million in the first quarter of 2010 in connection with this
transaction.
The Company paid interest totaling $522,000, $3.2 million and $4.7 million in 2010, 2009 and 2008,
respectively. The Company capitalized $29,000, $354,000 and $659,000 of interest in 2010, 2009 and
2008, respectively.
5. Income Taxes
The provisions for income tax expense are summarized as follows for the years ended December 31:
| In Thousands of Dollars | 2010 | 2009 | 2008 | |||||||||
Current: |
||||||||||||
Federal |
$ | 11,268 | $ | 6,819 | $ | 13,630 | ||||||
State |
663 | 585 | 895 | |||||||||
Deferred |
(4,802 | ) | (6,240 | ) | 5,601 | |||||||
| $ | 7,129 | $ | 1,164 | $ | 20,126 | |||||||
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The differences between the provision for income taxes and income taxes computed using the federal
income tax rate are as follows for the years ended December 31:
| In Thousands of Dollars | 2010 | 2009 | 2008 | |||||||||
Amount computed using the statutory rate |
$ | 7,847 | $ | 1,680 | $ | 20,964 | ||||||
State income taxes, net of federal tax benefit |
263 | 162 | 613 | |||||||||
Qualified domestic production activity deduction |
(1,198 | ) | (439 | ) | (876 | ) | ||||||
Other items |
217 | (239 | ) | (575 | ) | |||||||
| $ | 7,129 | $ | 1,164 | $ | 20,126 | |||||||
In October 2004, the American Jobs Creation Act of 2004 (“the Act”) was passed, which provides a
deduction for income from qualified domestic production activities which generally will be phased
in from 2005 through 2010. This deduction lowered the Company’s effective tax rate by $1,198,000,
$439,000 and $876,000 or approximately 5.3%, 9.1% and 1.5% for 2010, 2009 and 2008, respectively.
The tax effect of each type of temporary difference giving rise to the net deferred tax liability
at December 31, 2010 and 2009, is as follows:
| Deferred Tax Asset (Liability) | |||||||||||||||||
| 2010 | 2009 | ||||||||||||||||
| In Thousands of Dollars | Current | Non-current | Current | Non-current | |||||||||||||
Depreciation |
$ | — | $ | (11,746 | ) | $ | — | $ | (10,957 | ) | |||||||
Inventory |
2,878 | — | (1,684 | ) | — | ||||||||||||
Allowance for doubtful accounts |
937 | — | 826 | — | |||||||||||||
Uniform capitalization rules |
206 | — | 56 | — | |||||||||||||
Other |
464 | — | (303 | ) | — | ||||||||||||
| $ | 4,485 | $ | (11,746 | ) | $ | (1,105 | ) | $ | (10,957 | ) | |||||||
The Company made income tax payments of $7.8 million in 2010, $8.1 million in 2009 and $15.1
million in 2008.
The Company’s federal income tax returns for the years subsequent to December 31, 2006 remain
subject to examination. The Company’s income tax returns in major state income tax jurisdictions
remain subject to examination for various periods subsequent to December 31, 2005. The Company has
no reserves for uncertain tax positions as of December 31, 2010. Interest and penalties resulting
from audits by tax authorities have been immaterial and are included in the provision for income
taxes in the consolidated statements of income.
6. Stock Options
The Company previously granted options under the Encore Wire Corporation 1999 Stock Option Plan
(the “1999 Stock Option Plan”) which expired on June 28, 2009. In 2010, the Board of Directors
adopted a new stock option plan called the Encore Wire 2010 Stock Option Plan (the “2010 Stock
Option Plan”) which was approved by the Company’s stockholders at the 2010 Annual Meeting of
Stockholders. Like the 1999 Stock Option Plan, the 2010 Stock Option Plan permits the grant of
stock options to its directors, officers and employees. The Company granted stock option awards in
2008, 2009 and 2010 with exercise prices equal to the fair market value of its stock on the date of
grant of the options. These options vest ratably over a period of five years from the time the
options were granted. The maximum term of any option granted under the 1999 or 2010 Stock Option
Plan is ten years. As of December 31, 2010, 482,000 options were available to be granted in the
future under the 2010 Stock Option Plan.
During 2010, 2009 and 2008, the Company recorded $466,776, $451,303 and $426,388, respectively, of
stock based compensation included in selling, general and administrative expenses. The income tax
benefit realized in excess of book deductions associated with stock based compensation totaled
$55,162, $363,455 and $98,494 for the years ended December 31, 2010, 2009 and 2008, respectively.
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The following presents a summary of stock option activity for the year ended December 31,
2010 (aggregate intrinsic value in thousands):
| Number | Weighted | Weighted Average | ||||||||||||||
| of | Average Exercise | Remaining | Aggregate Intrinsic | |||||||||||||
| Shares | Price | Contractual Term | Value | |||||||||||||
Outstanding at January 1, 2010 |
483,926 | $ | 14.09 | |||||||||||||
Granted |
18,000 | 19.22 | ||||||||||||||
Exercised |
(58,750 | ) | 7.85 | |||||||||||||
Forfeited/Cancelled |
(3,600 | ) | 16.97 | |||||||||||||
Outstanding at December 31, 2010 |
439,576 | $ | 15.11 | 4.00 | $ | 4,382 | ||||||||||
Vested and exercisable at December 31, 2010 |
305,396 | $ | 12.65 | 2.54 | $ | 3,797 | ||||||||||
The fair value of stock options granted during the years ended December 31, 2010, 2009, and 2008,
was estimated on the date of grant using a Black-Scholes options pricing model and the following
weighted average assumptions:
| Year Ended December 31, | ||||||||||||
| 2010 | 2009 | 2008 | ||||||||||
Risk-free interest rate |
1.76% | 2.70 | % | 3.00 | % | |||||||
Expected dividend yield |
0.42% | 0.38 | % | 0.47 | % | |||||||
Expected volatility |
48.3% | 52.9 | % | 50.4 | % | |||||||
Expected lives |
5.0 years | 5.0 years | 5.0 years | |||||||||
We base expected volatilities on historical volatilities of our common stock. The expected life
represents the weighted average period of time that options granted are expected to be outstanding
giving consideration to vesting periods and management’s consideration of historical exercise
patterns. The risk free rate is based on the U.S. Treasury yield curve in effect at the time of
grant for periods corresponding to the expected life of the option.
ASC 718 requires the estimation of forfeitures when recognizing compensation expense and adjustment
of the estimated forfeiture rate over the requisite service period should actual forfeitures differ
from such estimates. Changes in estimated forfeitures are recognized through a cumulative catch-up
adjustment, which is recognized in the period of change and impacts the amount of un-recognized
compensation expense to be recorded in future periods.
During the years ended December 31, 2010, 2009, and 2008, the weighted average grant date fair
value of options granted was $8.10, $9.83 and $7.70, respectively, and the total intrinsic value of
options exercised was $701,000, $2.6 million and $283,000, respectively. As of December 31, 2010,
total unrecognized compensation cost related to non-vested stock options of $838,000 was expected
to be recognized over a weighted average period of 2.41 years.
7. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share for the year
ended December 31:
| In Thousands | 2010 | 2009 | 2008 | |||||||||
Numerator: |
||||||||||||
Net income |
$ | 15,290 | $ | 3,636 | $ | 39,771 | ||||||
Denominator: |
||||||||||||
Denominator for basic earnings per share
— weighted average shares |
23,184 | 23,011 | 23,113 | |||||||||
Effect of dilutive securities: |
||||||||||||
Employee stock options |
158 | 287 | 283 | |||||||||
Denominator for diluted earnings per
share —weighted average shares |
23,342 | 23,298 | 23,396 | |||||||||
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Stock options to purchase common stock at exercise prices in excess of the average actual stock
price for the period that were anti-dilutive and that were excluded from the determination of
diluted earnings per share are as follows:
| 2010 | 2009 | 2008 | ||||||||||
Weighted average anti-dilutive stock options |
182,593 | 168,954 | 208,750 | |||||||||
Weighted average exercise price |
$ | 24.51 | $ | 25.37 | $ | 22.17 | ||||||
| 8. | Stockholders’ Equity |
On November 10, 2006, the Board of Directors approved a stock repurchase program authorizing the
Company to repurchase up to 1,000,000 shares of its common stock through December 31, 2007 on the
open market or through privately negotiated transactions at prices determined by the President of
the Company. The Company’s Board of Directors has subsequently authorized annual extensions of
this stock repurchase program through March 31, 2012 and has authorized the repurchase of up to
2,610,000 shares of its common stock. The Company repurchased 1,327 shares of its stock in 2010
and zero shares of its stock in 2009. All shares purchased under the program were purchased on the
open market by the Company’s broker pursuant to a Rule 10b5-1 plan announced on November 28, 2007.
9. Contingencies
On July 7, 2009, Southwire Company, a Delaware corporation (“Southwire”), filed a complaint for
patent infringement against the Company and Cerro Wire, Inc. in the United States District Court
for the Eastern District of Texas. In the complaint, Southwire alleges that the Company has
infringed one or more claims of United States Patent No. 7,557,301, entitled “Method of
Manufacturing Electrical Cable Having Reduced Required Force for Installation,” by making and
selling electrical cables, including the Company’s Super Slick cables. On February 5, 2010, the
United States Patent and Trademark Office (the “USPTO”) ordered the re-examination of the U.S.
Patent 7,557,301. In ordering re-examination of Southwire’s ‘301 patent, the USPTO has determined
that the Company’s submission of prior art not previously considered during the original
examination of the ‘301 patent has raised a substantial new question of patentability of the claims
of the ‘301 patent. In a re-examination office action dated September 24, 2010, the Examiner
rejected all the claims of Southwire’s ‘301 patent over the newly cited prior art. Southwire filed
a response to the examiner’s September 24, 2010 office action on October 25, 2010. In October 2010,
the Court stayed the lawsuit for 6 months in light of the pending reexamination request. On
November 23, 2010, the USPTO consolidated Southwire’s ‘301 patent re-examination with Cerro’s ‘301
patent re-examination. On December 16, 2010, Southwire filed amendments and arguments to address
the consolidated rejections. The case is now pending with the examiner.
On August 24, 2009, Southwire filed a second complaint for patent and trademark infringement
against the Company. In the second complaint, Southwire has alleged that the Company infringed one
or more of the claims of United States Patent No. 6,486,395 entitled “Interlocked Metal Clad Cable”
by making and selling electrical cables, including the Company’s MCMP Multipurpose cables.
Southwire has also alleged that the Company has infringed Southwire’s United States Trademark
registration for the mark, “MCAP”, Registration No. 3,292,777. The second complaint also alleges
violations of Federal, State and Common law unfair competition claims. The Company has filed
counterclaims against Southwire alleging claims of statutory and common law unfair competition
violations, tortious interference with existing and prospective business relations,
misappropriation and claims for declaratory relief.
On July 2, 2010, the Company filed a complaint against Southwire in the Northern District of
Georgia. The complaint alleged that Southwire was using a misdescriptive trademark, and that
Southwire had made false statements about the Company’s slick wire products. On July 6, 2010, the
Company amended its complaint to seek a declaratory judgment that the Company’s slick wire products
do not infringe Southwire’s United States Patent No. 7,749,024. Later on July 6, 2010, Southwire
filed a complaint against the Company in the Eastern District of Texas for infringement of the ‘024
patent. The Company filed a request with the USPTO for reexamination of the ‘024 patent on October
8, 2010. The USPTO ordered the re-examination of the ‘024 patent on November 9, 2010. The
re-examination is now pending with the examiner.
The complaints seek unspecified damages and injunctive relief. Regarding these claims asserted
against the Company referenced above, potentially applicable factual and legal issues have not been
resolved, the company has yet to determine if a liability is probable and the Company cannot
reasonably estimate the amount of any loss associated with these matters. Accordingly, the Company
has not recorded a liability for these pending lawsuits. The Company disputes all of Southwire’s
claims and alleged damages and intends to vigorously defend the lawsuits and vigorously pursue its
own claims.
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The Company is also a party to litigation and claims arising out of the ordinary business of the
Company.
10. Encore Wire Corporation 401(k) Profit Sharing Plan
The Company sponsors a tax qualified 401(k) profit sharing plan known as the Encore Wire
Corporation 401(k) Profit Sharing Plan (the “401(k) Plan”) that is intended to provide
participating employees with additional income upon retirement. Employees are eligible to
participate in the 401(k) Plan and to receive matching contributions after completing one year of
service (as defined in the 401(k) Plan).
Eligible employees may elect to contribute between 1% and 50% (15% prior to November 15, 2010) of
eligible compensation to the 401(k) Plan on a pre-tax basis, up to IRS limits. These employee
contributions are called elective deferral contributions. The Company matches a portion of the
elective deferral contributions made to the 401(k) Plan by eligible employees. Effective January
1, 2010, the 401(k) Plan was amended to provide for a safe-harbor matching contribution equal to
100% of the first 3% of an employee’s eligible compensation contributed to the 401(k) Plan and 50%
of the next 2% of eligible compensation contributed by such employee to the 401(k) Plan for the
year. Employer safe harbor matching contributions are 100% vested.
Prior to January 1, 2010, the 401(k) Plan provided for a discretionary matching contribution. For
2008 and 2009, the Company matched 50% of the first 6% of eligible compensation that an employee
contributed to the 401(k) Plan. In 2008 and 2009, matching contributions were allocated to
participants (i) who had completed 1,000 hours of service during the year and were employed on
December 31 or (ii) whose death, retirement (e.g., termination of employment after age 65) or
termination of employment on account of disability occurred during the year. Employer matching
contributions made to the 401(k) Plan prior to 2010 vest at a rate of 20% per year of service and
become fully vested after an employee has completed five years of vesting service (as defined in
the 401(k) Plan).
The Company’s matching contributions were $349,026, $329,474 and $302,911 in years 2010, 2009 and
2008, respectively.
At the discretion of its Board of Directors, the Company may, but is not required to, make
profit-sharing contributions to the 401(k) Plan on behalf of its employees. The Company made no
profit-sharing contributions for 2008, 2009 or 2010.
11. Related Party Transactions
The Company purchases certain finished goods inventory components from a company that is partially
owned by a family member of an individual serving on its Board of Directors. The Company purchases
these products from this company, which totaled approximately $5.3 million, $4.8 million and $5.6
million in 2010, 2009 and 2008, respectively, at prices that are no less favorable than prices
available from non-affiliated parties. Additionally, for a minor portion of its freight
requirements, the Company uses a freight carrier that is owned by a family member of one of the
Company’s executive officers. During fiscal years 2010, 2009 and 2008, amounts paid to the
affiliated freight carrier were not significant. The Company obtains quotes and purchases these
items from other vendors at prices that confirm that the Company is obtaining prices that are no
less favorable than prices available from non-affiliated parties. Each of these transactions was
approved by the Audit Committee pursuant to Encore Wire Corporation’s Related Party Transactions
Policy.
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12. Quarterly Financial Information (Unaudited)
The following is a summary of the unaudited quarterly financial information for the two years ended
December 31, 2010 and 2009 (in thousands, except per share amounts):
| Three Months Ended | ||||||||||||||||
| 2010 | March 31 | June 30 | September 30 | December 31 | ||||||||||||
Net sales |
$ | 175,229 | $ | 236,094 | $ | 242,751 | $ | 256,148 | ||||||||
Gross profit |
10,601 | 26,915 | 22,768 | 22,125 | ||||||||||||
Net income (loss) |
(2,466 | ) | 8,135 | 5,092 | 4,529 | |||||||||||
Net income (loss) per common share — basic |
(0.11 | ) | 0.35 | 0.22 | 0.20 | |||||||||||
Net income (loss) per common share — diluted |
(0.11 | ) | 0.35 | 0.22 | 0.19 | |||||||||||
| Three Months Ended | ||||||||||||||||
| 2009 | March 31 | June 30 | September 30 | December 31 | ||||||||||||
Net sales |
$ | 144,485 | $ | 159,351 | $ | 168,695 | $ | 177,082 | ||||||||
Gross profit |
17,835 | 11,860 | 11,355 | 9,065 | ||||||||||||
Net income (loss) |
4,616 | 600 | 325 | (1,905 | ) | |||||||||||
Net income (loss) per common share — basic |
0.20 | 0.03 | 0.01 | (0.08 | ) | |||||||||||
Net income (loss) per common share — diluted |
0.20 | 0.03 | 0.01 | (0.08 | ) | |||||||||||
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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Not applicable.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
The Company maintains controls and procedures designed to ensure that information required to be
disclosed by it in the reports it files with or submits to the Securities and Exchange Commission
(the “SEC”) is recorded, processed, summarized and reported, within the time periods specified in
the SEC’s rules and forms and to ensure that information required to be disclosed by the Company in
such reports is accumulated and communicated to the Company’s management, including the Chief
Executive and Chief Financial Officers, as appropriate to allow timely decisions regarding required
disclosure. Based on an evaluation of the Company’s disclosure controls and procedures (as such
term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended) as of the end of the period covered by this report conducted by the Company’s management,
with the participation of the Chief Executive and Chief Financial Officers, the Chief Executive and
Chief Financial Officers concluded that the Company’s disclosure controls and procedures were
effective to ensure that information required to be disclosed by the Company in the reports it
files with or submits to the SEC is recorded, processed, summarized and reported, within the time
periods specified in the SEC’s rules and forms and to ensure that information required to be
disclosed by the Company in such reports is accumulated and communicated to the Company’s
management, including the Chief Executive and Chief Financial Officers, as appropriate to allow
timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control
over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934,
as amended) for the Company.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. 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. All internal control
systems, no matter how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to financial
statement preparation and presentation.
Management assessed the effectiveness of the Company’s internal control over financial reporting as
of December 31, 2010. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control —
Integrated Framework. Based on our assessment, we concluded that, as of December 31, 2010, the
Company’s internal control over financial reporting is effective based on those criteria.
Ernst & Young LLP, the independent registered public accounting firm that audited the Company’s
consolidated financial statements, has also audited the Company’s internal control over financial
reporting as of December 31, 2010. Ernst & Young LLP’s attestation report on the Company’s
internal control over financial reporting appears directly below.
| By: | /s/ Daniel L. Jones | |||
| Daniel L. Jones | ||||
| President , Chief Executive Officer and Director | ||||
| By: | /s/ Frank J. Bilban | |||
| Frank J. Bilban | ||||
| Vice President — Finance, Treasurer, Secretary and Chief Financial Officer |
||||
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Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Encore Wire Corporation
Encore Wire Corporation
We have audited Encore Wire Corporation’s (the Company) internal control over financial reporting
as of December 31, 2010, based on criteria established in Internal Control—Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria).
The Company’s management is responsible 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 Control over Financial Reporting. Our responsibility is to express an opinion on
the effectiveness of the Company’s internal control over financial reporting based on our audit.
We conducted our audit 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 effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A 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 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 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.
In our opinion, Encore Wire Corporation maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2010, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of Encore Wire Corporation as of December
31, 2010 and 2009 and the related consolidated statements of income, stockholders’ equity and cash
flows for each of the three years in the period ended December 31, 2010 and our report dated March
4, 2011 expressed an unqualified opinion thereon.
| /s/ Ernst & Young LLP | ||||
Dallas, Texas
March 4, 2011
March 4, 2011
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There have been no changes in the Company’s internal control over financial reporting or in other
factors that have materially affected, or are reasonably likely to materially affect, the Company’s
internal control over financial reporting during the Company’s last fiscal quarter.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers, and Corporate Governance.
The sections entitled “Election of Directors”, “Corporate Governance and Other Board Matters” and
“Section 16(a) Beneficial Ownership Reporting Compliance” appearing in the Company’s proxy
statement for the annual meeting of stockholders to be held on May 3, 2011 setting forth certain
information with respect to the directors of the Company, Section 16(a) reporting obligations of
directors and officers, the Company’s audit committee, the Company’s audit committee financial
expert and the procedures by which security holders may recommend nominees to the Board of
Directors are incorporated herein by reference. Certain information with respect to persons who
are or may be deemed to be executive officers of the Company is set forth under the caption
“Executive Officers of the Company” in Part I of this report.
In connection with Company’s long-standing commitment to conduct its business in compliance with
applicable laws and regulations and in accordance with its ethical principles, the Board of
Directors has adopted a Code of Business Conduct and Ethics applicable to all employees, officers,
directors, and advisors of the Company. The Code of Business Conduct and Ethics of the Company is
available under the “Investors” section of the Company’s website at http://www.encorewire.com, and
is incorporated herein by reference.
Item 11. Executive Compensation.
The section entitled “Executive Compensation” appearing in the Company’s proxy statement for the
annual meeting of stockholders to be held on May 3, 2011, sets forth certain information with
respect to the compensation of management of the Company and compensation committee interlocks and
insider participation and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
The section entitled “Security Ownership of Certain Beneficial Owners, Directors and Executive
Officers” appearing in the Company’s proxy statement for the annual meeting of stockholders to be
held on May 3, 2011 sets forth certain information with respect to the ownership of the Company’s
common stock, and is incorporated herein by reference. Certain information with respect to the
Company’s equity compensation plans that is required to be set forth in this Item 12 is set forth
under the caption “Equity Compensation Plan Information” contained in “Item 5. Market for
Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities”
of this Form 10-K and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The sections entitled “Executive Compensation — Certain Relationships and Related Transactions”
and “Corporate Governance and Other Board Matters — Board Independence” appearing in the Company’s
proxy statement for the annual meeting of stockholders to be held on May 3, 2011 set forth certain
information with respect to certain relationships and related transactions, and director
independence, and are incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The Section entitled “Proposal Four — Ratification of Appointment of Independent Registered Public
Accounting Firm” appearing in the Company’s proxy statement for the annual meeting of stockholders
to be held on May 3, 2011, sets forth certain information with respect to certain fees paid to
accountants, and is incorporated herein by reference.
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Table of Contents
PART IV
Item 15. Exhibits, Financial Statement Schedules.
The following documents are filed as a part of this report:
| (1) | Consolidated Financial Statements included in Item 8; and | |
| (2) | The exhibits required by Item 601 of Regulation S-K, as set forth in the Index to Exhibits accompanying this Annual Report on Form 10-K. |
37
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
ENCORE WIRE CORPORATION
Date: March 4, 2011
| By: | /s/ DANIEL L. JONES | |||
| Daniel L. Jones | ||||
| President and Chief Executive Officer | ||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.
| Signature | Title | Date | ||
/s/ DANIEL L. JONES
|
President, Chief Executive | March 4, 2011 | ||
| Officer and Director (Principal Executive Officer) |
||||
/s/ FRANK J. BILBAN
|
Vice President-Finance, Treasurer, Secretary and Chief Financial Officer (Principal Financial and Accounting Officer) |
March 4, 2011 | ||
/s/ DONALD E. COURTNEY
|
Director | March 4, 2011 | ||
/s/ JOHN H. WILSON
|
Director | March 4, 2011 | ||
/s/ WILLIAM R. THOMAS, III
|
Director | March 4, 2011 | ||
/s/ SCOTT D. WEAVER
|
Director | March 4, 2011 | ||
/s/ THOMAS L. CUNNINGHAM
|
Director | March 4, 2011 | ||
38
Table of Contents
INDEX TO EXHIBITS**
| Exhibit | ||
| Number | Description | |
3.1
|
Certificate of Incorporation of Encore Wire Corporation and all amendments thereto (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, and incorporated herein by reference). | |
3.2
|
Second Amended and Restated Bylaws of Encore Wire Corporation, as amended through December 13, 2007 (filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, and incorporated herein by reference). | |
10.1
|
Credit Agreement by and among Encore Wire Limited, as Borrower, Bank of America, N.A., as Agent, and Bank of America, N.A. and Wells Fargo Bank, National Association, as Lenders, dated August 27, 2004 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 and incorporated herein by reference). | |
10.2
|
First Amendment to Credit Agreement of August 27, 2004, dated May 16, 2006 by and among Encore Wire Limited, as Borrower, Bank of America, N.A., as Agent, and Bank of America, N.A. and Wells Fargo Bank, National Association, as Lenders (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, and incorporated herein by reference). | |
10.3
|
Second Amendment to Credit Agreement of August 27, 2004, dated August 31, 2006 by and among Encore Wire Limited, as Borrower, Bank of America, N.A., as Agent, and Bank of America, N.A. and Wells Fargo Bank, National Association, as Lenders (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, and incorporated herein by reference). | |
10.4
|
Third Amendment to Credit Agreement of August 27, 2004, dated June 29, 2007 by and among Encore Wire Corporation, as Borrower, Bank of America, N.A., as Agent, and Bank of America, N.A. and Wells Fargo Bank, National Association, as Lenders (filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, and incorporated herein by reference). | |
10.5
|
Fourth Amendment to Credit Agreement of August 27, 2004, dated August 6, 2008, by and among Encore Wire Corporation, as Borrower, Bank of America, N.A., as Agent, and Bank of America, N.A. and Wells Fargo Bank, National Association, as Lenders (filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, and incorporated herein by reference). | |
10.6
|
Fifth Amendment to Credit Agreement of August 27, 2004, dated March 26, 2010, by and among Encore Wire Corporation, as Borrower, Bank of America, N.A., as Agent, and Bank of America, N.A. and Wells Fargo Bank, National Association, as Lenders (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 1, 2010, and incorporated herein by reference). | |
10.7
|
Note Purchase Agreement for $45,000,000 of 5.27% Senior Notes, Series 2004-A due August 27, 2011, by and among Encore Wire Limited and Encore Wire Corporation, as Debtors, and Hartford Life Insurance Company, Great-West Life and Annuity Insurance Company, London Life Insurance Company and London Life and Casualty Reinsurance Corporation, as Purchasers, dated August 1, 2004 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 and incorporated herein by reference). |
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Table of Contents
| Exhibit | ||
| Number | Description | |
10.8
|
Waiver to Note Purchase Agreement for $45,000,000 of 5.27% Senior Notes, Series 2004-A, due August 27, 2011, by and among Encore Wire Limited and Encore Wire Corporation, as Debtors, and Hartford Life Insurance Company, Great-West Life and Annuity Insurance Company, London Life Insurance Company, London Life and General Reinsurance Company Limited, as Holders, dated June 29, 2007 (filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, and incorporated herein by reference). | |
10.9
|
Master Note Purchase Agreement for $300,000,000 Aggregate Principal Amount of Senior Notes Issuable in Series, by and among Encore Wire Limited and Encore Wire Corporation, as Debtors, and Metropolitan Life Insurance Company, Metlife Insurance Company of Connecticut and Great-West Life & Annuity Insurance Company, as Purchasers, dated September 28, 2006 (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 and incorporated herein by reference). | |
10.10
|
Waiver to Master Note Purchase Agreement for $55,000,000 of Floating Rate Senior Notes, Series 2006-A, due September 30, 2011, by and among Encore Wire Limited and Encore Wire Corporation, as Debtors, and Metropolitan Life Insurance Company, Metlife Insurance Company of Connecticut and Great-West Life & Annuity Insurance Company, as Holders, dated June 29, 2007 (filed as Exhibit 10.10 to the Company’s Quarterly Report on form 10-Q for the quarter ended June 30, 2007, and incorporated herein by reference). | |
10.11*
|
1999 Stock Option Plan, as amended and restated, effective as of February 20, 2006 (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (No. 333-138165), and incorporated herein by reference). | |
10.12*
|
2010 Stock Option Plan (filed as Annex A to the Company’s Proxy Statement filed with the SEC on March 26, 2010 and incorporated herein by reference). | |
10.13*
|
Form of Indemnification Agreement (filed as Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 and incorporated herein by reference). | |
10.14*
|
Form of Stock Option Agreement under the 1999 Stock Option Plan (filed as Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 and incorporated herein by reference). | |
10.15*
|
Form of Incentive Stock Option Agreement under the 2010 Stock Option Plan. | |
10.16*
|
Form of Non-Qualified Stock Option Agreement under the 2010 Stock Option Plan. | |
21.1
|
Subsidiaries | |
23.1
|
Consent of Ernst & Young LLP | |
31.1
|
Certification by Daniel L. Jones, President and Chief Executive Officer of the Company, dated March 4, 2011 and submitted pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2
|
Certification by Frank J. Bilban, Vice President — Finance, Treasurer, Secretary and Chief Financial Officer of the Company, dated March 4, 2011 and submitted pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1
|
Certification by Daniel L. Jones, President and Chief Executive Officer of the Company, dated March 4, 2011 as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2
|
Certification by Frank J. Bilban, Vice President — Finance, Treasurer, Secretary and Chief Financial Officer, dated March 4, 2011 as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
*
|
Management contract or compensatory plan |
40