Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2007
| 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: 020278
ENCORE WIRE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware (State of incorporation) 1329 Millwood Road McKinney, Texas (Address of principal executive offices) |
75-2274963 (I.R.S. Employer Identification No.) 75069 (Zip Code) |
Registrant’s telephone number, including area code: (972) 562-9473
Securities registered pursuant to Section 12(b) of the Act:
| Common Stock, par value $.01 per share | The NASDAQ Stock Market | |
| (Title of class) | (Name of exchange on which registered) |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act.
Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports 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.
Yes þ No o
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.
(Check one):
| 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).
Yes o No þ
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 $507,833,405 (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 March 6, 2008: 23,166,131
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 2008 annual meeting of stockholders — Part III |
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CERTIFICATIONS |
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| Second Amended and Restated Bylaws | ||||||||
| Subsidiaries | ||||||||
| Consent of Ernst & Young LLP | ||||||||
| Certification of CEO Pursuant to Section 302 | ||||||||
| Certification of CFO Pursuant to Section 302 | ||||||||
| Certification of CEO Pursuant to Section 906 | ||||||||
| Certification of CFO Pursuant to Section 906 | ||||||||
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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” and “Encore” 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 both residential wire for interior electrical wiring in homes, apartments
and manufactured housing, and commercial wire for electrical distribution in commercial and
industrial buildings.
The principal customers for Encore’s wire are wholesale electrical distributors, who sell electric
building wire and a variety of other products to electrical contractors. The Company sells its
products primarily through 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 compliment 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.
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.
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 its’ new armored cable introduced into
the market in late 2006. The Company’s NM-B, UF-B, THWN-2 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 the customers that buy the products it manufactures.
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The Company maintains approximately 6,000 stock-keeping units (“SKUs”) of building wire. The
principal basis for differentiation among SKUs are product 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 or without an uninsulated 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 residential buildings. UF-B cable is composed of two or three PVC
insulated copper wire conductors, with or without 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 enclose THWN-2 cable in
protective pipe or conduit.
Armored Cable. 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.
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 products involves up to seven steps: 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 first PVC and then nylon (where applicable)
over the solid or stranded wire.
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.
Armoring. 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 frequent product tests. At three separate
manufacturing stages, the Company spark tests insulated wire for defects. 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
take physical measurements of products, which Company inspectors randomly verify on a daily basis.
Although suppliers pretest PVC and nylon compounds, the Company tests products for aging, cracking
and brittleness of insulation and jacketing.
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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. The Company sells its products to at least 57% of the top 200 wholesale
electrical distributors (by volume) in the United States according to information reported in the
June 2007 issue of Electrical Wholesaling magazine. It should be noted, however, that this list is
fairly broad in scope and includes distributors who do not sell copper electric building wire. No
customer accounted for more than ten percent of net sales in 2007.
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, 2007, additional product inventories are maintained at the warehouses of independent
manufacturers’ representatives located in Chattanooga, Tennessee; Norcross, Georgia; Cincinnati,
Ohio; Detroit, 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 customers’ credit limits. The Company’s bad debt
experience in 2007, 2006 and 2005 was 0.003%, 0.0% and 0.03% of net sales, respectively. The
manufacturers’ representatives have no discretion to increase customers’ credit limits or 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.
Encore emphasizes safety to its manufacturing employees through its safety program. On a weekly
basis, each team of employees meets to review safety standards and, on a monthly basis, a group of
participants from each team discusses safety issues and inspects each area of the plant for
compliance. The Company’s safety program is an integral part of its focus on cost control.
As of December 31, 2007, Encore had 762 employees, 658 of whom were paid hourly wages and were
primarily engaged in the operation and maintenance of the Company’s manufacturing and warehouse
facility. The remainder 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, aluminum, steel, paper and nylon, all of which are readily
available from a number of suppliers. Copper requirements are purchased primarily from producers
and merchants at prices determined each
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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 in its own rod fabrication facility. The Company produces copper
rod from purchased copper cathodes. The Company also reprocesses copper scrap generated by its
operations and copper scrap purchased from others. In 2007, the 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 2007, this
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 and Cable Co., Inc., 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, pricing, order fill rate 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 no significant competition from imports of building wire. The Company believes
this is 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: U.S. Registration Number 2,687,746
for the “ENCORE WIRE” mark; U.S. Registration Number 2,528,340 for the mark “NONLEDEX”; U.S.
Registration Number 1,900,498 for the ENCORE WIRE LOGO design mark; and U.S. Registration Number
2,263,692 for the mark “HANDY MAN’S CHOICE”. The current terms of trademark protection for these
marks will expire on various dates between 2009 and 2015, but each term can be renewed indefinitely
as long as the respective mark continues to be used in commerce. The Company also owns one pending
application for the mark “SUPER SLICK”, Application Number 77/252.066. The application was filed
on August 10, 2007 and was published for opposition on February 12, 2008. 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.
Internet Address/SEC Filings
The Company’s Internet address is http://www.encorewire.com. Under the “Investor
Relations-Corporate Governance” 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
reports under Section 16 and any amendments to these reports. All such filings are available free
of charge and are available as soon as reasonably practicable after filing.
ITEM 1A. RISK FACTORS
The following are certain 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. 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 day-to-day basis, many of
which are totally out of management’s control. If any of the risks mentioned or others 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.
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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. Copper, a commodity product, is the principal
raw material used in the Company’s manufacturing operations. Copper accounted for approximately
86.5% and 82.3% of its costs of goods sold during 2007 and 2006, 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.
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 manufacturers representatives who sell the Company’s product
line, increases in utility costs (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, including, 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 changes in
interest rates, the general condition of the economy and market demand. Industry sales of
electrical wire and cable products tend to parallel general construction activity, which includes
remodeling. Housing construction activity in the United States softened significantly in 2006 and
continued its downward trend in 2007 which has adversely affected our business as further described
herein. There can be no assurance that future downturns in the residential, commercial or
industrial construction industries will not have a material adverse effect on the Company.
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 strategy.
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.
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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.
Future Sales of Common Stock Could Affect Price of 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
121 acres and consist of buildings containing approximately 1,374,000 square feet of floor space,
of which approximately 79,000 square feet is used for office space and 1,295,000 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
There are no material pending proceedings to which the Company is a party or of which any of its
property is the subject. However, the Company is a party to litigation and claims arising out of
the ordinary business of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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EXECUTIVE OFFICERS OF THE COMPANY
Information regarding Encore’s executive officers including their respective ages as of March 7,
2008, is set forth below:
| Name | Age | Position with Company | ||||||
Daniel L. Jones
|
44 | President, Chief Executive Officer, and Member of the Board of Directors | ||||||
Frank J. Bilban
|
51 | Vice President – Finance, Treasurer, Secretary, and Chief Financial Officer | ||||||
Mr. Jones has served as President and Chief Executive Officer of the Company since May 2005, after
serving as President and Chief Operating Officer of the Company since May 1998. In May 1997, Mr.
Jones was named Executive Vice President of the Company, and in October 1997, he was named Chief
Operating Officer. He previously held the position of Vice President-Sales and Marketing of Encore
from 1992 to May 1997, after serving as Director of Sales since joining the Company in November
1989. He also serves as a member of the Board of Directors.
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. From 1991 until 1996, Mr.
Bilban held financial positions, including Division Controller, with the CT Film Division of Rexene
Corporation. From 1978 until 1991 he was employed in various financial capacities with several
divisions of Outboard Marine Corporation.
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.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
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 closing sales prices per
share for the Common Stock as reported by NASDAQ for the periods indicated.
| High | Low | |||||||
2007 |
||||||||
First Quarter |
$ | 27.45 | $ | 21.16 | ||||
Second Quarter |
30.99 | 24.64 | ||||||
Third Quarter |
31.92 | 22.25 | ||||||
Fourth Quarter |
26.93 | 15.50 | ||||||
2006 |
||||||||
First Quarter |
$ | 36.50 | $ | 23.99 | ||||
Second Quarter |
46.56 | 28.86 | ||||||
Third Quarter |
39.75 | 30.50 | ||||||
Fourth Quarter |
36.84 | 21.87 | ||||||
As of March 6, 2008, there were 61 record holders of the Company’s Common Stock.
The Company paid its first cash dividend in January 2007 and continued paying quarterly dividends
of two cents per share all four quarters for a total of eight cents per share in 2007. Aside from
periodic dividends, management intends to retain the majority of future earnings for the operation
and expansion of the Company’s business. The Company repurchased 124,400 shares of its common
stock during the year ended December 31, 2007. For further information see Note 8 of the
Consolidated Financial Statements under “Item 8, Financial Statements and Supplementary Data.”
Issuer Purchases of Equity Securities
| (c) | (d) | |||||||||||||||
| Total number of | Maximum number | |||||||||||||||
| shares purchased | of shares that may yet | |||||||||||||||
| (a) | (b) | as part of publicly | be purchased under | |||||||||||||
| Total number of | Average price paid | announced plans or | the plans or | |||||||||||||
| Period | shares purchased | per share | programs | programs | ||||||||||||
October 1, 2007 –
October 31, 2007 |
0 | N/A | 0 | 1,000,000 | ||||||||||||
November 1, 2007 –
November 30, 2007 |
10,000 | $ | 20.12 | 10,000 | 990,000 | |||||||||||
December 1, 2007 –
December 31, 2007 |
114,400 | $ | 16.08 | 114,400 | 875,600 | |||||||||||
Total |
124,400 | $ | 16.40 | 124,400 | 875,600 | |||||||||||
| Note: | On November 10, 2006, the Board of Directors approved a share repurchase program authorizing the Company to repurchase up to 1,000,000 shares of its common stock through December 31, 2007, at the discretion of the President. On November 7, 2007, the Company repurchased 10,000 shares. The Company’s Board of Directors authorized an extension of this share repurchase program through December 31, 2008 and authorized the Company to repurchase up to the remaining 990,000 shares of its common stock. Such shares were purchased on the open market by the Company’s broker pursuant to a Rule 10b5-1 plan announced on November 28, 2007. |
8
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Equity Compensation Plan Information
The following table provides information about the Company’s equity compensation plans as of
December 31, 2007.
| Number of securities | ||||||||||||
| remaining available for | ||||||||||||
| Number of securities to | future issuance under | |||||||||||
| be issued upon | Weighted-average | equity compensation | ||||||||||
| exercise of outstanding | exercise price of | plans (excluding | ||||||||||
| options, warrants and | outstanding options, | securities reflected in | ||||||||||
| rights | warrants and rights | column (a)) | ||||||||||
| PLAN CATEGORY | (a) | (b) | (c) | |||||||||
Equity compensation
plans approved by
security holders |
504,476 | $ | 9.21 | 298,300 | ||||||||
Equity compensation
plans not approved
by security holders |
0 | 0 | 0 | |||||||||
TOTAL |
504,476 | $ | 9.21 | 298,300 | ||||||||
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 filing under the Securities Act of 1933 or
the Securities Exchange Act of 1934, as amended, respectively.
The following graph sets forth the cumulative total stockholder return, which assumes reinvestment
of dividends, of a $100 investment in the Company’s Common Stock, the Peer Group1 and
CRSP Total Return Index for The Nasdaq Stock Market (U.S. companies).
The Company believes that although the companies included in the Peer Group engage in activities
beyond the Company’s building wire line of business, they reasonably reflect the Company’s peers in
the wire and cable industry.
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COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG THE COMPANY, PEER GROUP AND CRSP TOTAL RETURN INDEX
FOR THE NASDAQ STOCK MARKET
(U.S.)
AMONG THE COMPANY, PEER GROUP AND CRSP TOTAL RETURN INDEX
FOR THE NASDAQ STOCK MARKET
(U.S.)
| (1) | Consists of the following companies, with each company being added to the index on its first date of public trading, as indicated: General Cable Corporation (5/16/97), Belden CDT Inc. (9/30/93) and Superior Essex Inc. (10/11/96). These are the same companies that were used in the Total Return Index last year. | |
| (2) | Notes: |
| A. | The lines represent monthly index levels derived from compounded daily returns that include all dividends. | ||
| B. | The indexes are reweighted daily, using the market capitalization on the previous trading day. | ||
| C. | If the monthly interval, based on the fiscal year-end, is not a trading day, the preceding trading day is used. | ||
| D. | The index level for all series was set to $100.00 on 12/31/2002. |
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ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
| Year Ended December 31, | ||||||||||||||||||||
| 2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||
| (In thousands, except per share amounts) | ||||||||||||||||||||
Statement of Income Data: |
||||||||||||||||||||
Net sales |
$ | 1,184,786 | $ | 1,249,330 | $ | 758,089 | $ | 603,225 | $ | 384,750 | ||||||||||
Cost of goods sold |
1,073,451 | 1,005,037 | 632,842 | 506,819 | 328,887 | |||||||||||||||
Gross profit |
111,335 | 244,293 | 125,247 | 96,406 | 55,863 | |||||||||||||||
Selling, general and
administrative expenses |
60,400 | 59,793 | 46,335 | 42,218 | 31,090 | |||||||||||||||
Operating income |
50,935 | 184,500 | 78,912 | 54,188 | 24,773 | |||||||||||||||
Other income (expense): |
||||||||||||||||||||
Interest and other income (expense) |
1,709 | (74 | ) | (7 | ) | 473 | 113 | |||||||||||||
Interest expense |
(5,834 | ) | (7,686 | ) | (3,929 | ) | (2,857 | ) | (2,423 | ) | ||||||||||
Income before income taxes |
46,810 | 176,740 | 74,976 | 51,804 | 22,463 | |||||||||||||||
Income tax expense |
16,014 | 61,607 | 24,898 | 18,444 | 8,087 | |||||||||||||||
Net income |
$ | 30,796 | $ | 115,133 | $ | 50,078 | $ | 33,360 | $ | 14,376 | ||||||||||
Net income per common and common
equivalent shares — basic
|
$ | 1.32 | $ | 4.95 | $ | 2.17 | $ | 1.45 | $ | 0.63 | ||||||||||
Net income per common and common
equivalent shares — diluted
|
$ | 1.30 | $ | 4.86 | $ | 2.13 | $ | 1.42 | $ | 0.63 | ||||||||||
Weighted average common and common
equivalent shares — basic |
23,342 | 23,254 | 23,117 | 23,018 | 22,682 | |||||||||||||||
Weighted average common and common
equivalent shares — diluted |
23,690 | 23,674 | 23,537 | 23,528 | 22,924 | |||||||||||||||
| As of December 31, | ||||||||||||||||||||
| 2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||
| (In thousands) | ||||||||||||||||||||
Balance Sheet Data: |
||||||||||||||||||||
Working capital |
$ | 346,910 | $ | 333,865 | $ | 199,113 | $ | 132,682 | $ | 106,257 | ||||||||||
Total assets |
513,912 | 474,157 | 348,476 | 251,515 | 225,299 | |||||||||||||||
Long-term debt, net of current portion |
100,910 | 98,974 | 70,438 | 49,836 | 53,425 | |||||||||||||||
Stockholders’ equity |
354,969 | 327,121 | 210,535 | 159,544 | 121,776 | |||||||||||||||
Dividends paid |
1,867 | — | — | — | — | |||||||||||||||
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANICAL 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, as stated throughout this report, 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 plant. | ||
| • | 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 $1.185
billion in net sales in 2007. 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 only 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 in
2007. Nationally, commercial construction has been strong for the last three years but according
to various industry forecasts the future is unclear for the next few years. Data on remodeling is
not as readily available, however remodeling activity can trend up when new construction slows
down.
Effective June 30, 2007, the Company consummated a reorganization in order to merge the operations
of its indirectly wholly-owned subsidiary, Encore Wire Limited, a Texas limited partnership, into
the Company and reorganize the Company as an operating company. The reorganization simplified the
Company’s corporate structure and was accomplished by a series of tax-free merger transactions. As
a part of the reorganization, the Company became the primary obligor of the indebtedness under the
Financing Agreement, the 2004 Note Purchase Agreement and the 2006 Note Purchase Agreement referred
to in “Liquidity and Capital Resources”, below. The Company entered into amendments to each of
such agreements and issued new notes to the banks and note holders.
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
86.5%, 82.3%, 76.8%, 73.0%, and 67.1% of the Company’s cost of goods sold during fiscal 2007, 2006,
2005, 2004, and 2003, 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. The price of copper rose gradually in 2003 and
then accelerated its rise in the fourth quarter of 2003. In 2004, copper prices trended upward in
the first quarter and then traded in a range during the remainder of 2004. In 2005, copper prices
rose slowly and steadily through the first half of the year and then more rapidly in the second
half of the year. In 2006, copper prices rose quickly from January through May and then slowly descended throughout the rest of the year. In
2007, copper prices began the year at what proved to be a low point and then moved upward and
traded in a fairly wide range during the year with significant volatility. 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.
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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, | ||||||||||||
| 2007 | 2006 | 2005 | ||||||||||
Net sales |
100.0 | % | 100.0 | % | 100.0 | % | ||||||
Cost of goods sold: |
||||||||||||
Copper |
78.4 | 66.2 | 64.2 | |||||||||
Other raw materials |
6.3 | 5.0 | 8.3 | |||||||||
Depreciation |
1.1 | .9 | 1.5 | |||||||||
Labor and overhead |
5.4 | 4.6 | 6.6 | |||||||||
LIFO adjustment |
(.6 | ) | 3.7 | 2.9 | ||||||||
Lower cost or market adjustment |
0.0 | 0.0 | 0.0 | |||||||||
| 90.6 | 80.4 | 83.5 | ||||||||||
Gross profit |
9.4 | 19.6 | 16.5 | |||||||||
Selling, general and administrative expenses |
5.1 | 4.8 | 6.1 | |||||||||
Operating income |
4.3 | 14.8 | 10.4 | |||||||||
Other (income) expense, net |
0.3 | 0.7 | 0.5 | |||||||||
Income before income taxes |
4.0 | 14.1 | 9.9 | |||||||||
Income tax expense |
1.4 | 4.9 | 3.3 | |||||||||
Net income |
2.6 | % | 9.2 | % | 6.6 | % | ||||||
The following discussion and analysis relates to factors that have affected the operating results
of the Company for the years ended December 31, 2007, 2006 and 2005. 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 $1.185 billion in 2007, compared to $1.249 billion in 2006 and $758.1 million in
2005. The 5% decrease in net sales in 2007 versus 2006 was primarily the result of a 6% decrease
in the average selling price of product sold along with a change in the mix of product sold offset
slightly by a 1% increase in the volume of copper pounds of product sold. The average price of
copper purchased, however, increased by 5%. This increased cost of copper and decreased price of
wire sold compressed the spread between the sales price of wire and the price of raw copper,
affecting margins adversely. Margins were low throughout most of 2007, with the second quarter
being the only quarter in which the Company experienced a significant increase in margins and
earnings. Margins were at their lowest in the fourth quarter, during which copper prices were
volatile and price cutting by competitors was rampant.
The 65% increase in net sales in 2006 versus 2005 was primarily the result of a 73% increase in the
average selling price of product sold along with a change in the mix of product sold offsetting a
4.5% decrease in the volume of copper pounds of product sold. The large increases in average price
in 2006 and 2005 were primarily driven by the increase in raw copper prices. Changes in the mix of
product sold also impacted the average prices to a lesser extent. Sales volume increases are
generally due to several factors, including increased customer acceptance and product availability.
Also in 2006 and 2005, the Company realized an increase in the spread between the sales price of
wire and the price of raw copper for the years as a whole, although the quarterly spreads varied
widely. Margins were low early in 2005, and then rebounded sharply in the second half of 2005
resulting in higher spreads, particularly in the fourth quarter of 2005. Margins during 2006 were
volatile. The first quarter of 2006 had lower spreads. However, during the second quarter as
copper ran to a record high COMEX price of $4.07 on May 23, 2006, spreads rose to a record high.
Margins and spreads slowly declined in the third quarter and then accelerated their decline in the
fourth quarter of 2006.
Cost of goods sold was $1.073 billion in 2007, compared to $1.005 billion in 2006 and $632.8
million in 2005. Copper costs increased to $929.0 million in 2007 from $826.8 million in 2006 and
$486.1 million in 2005. Copper costs as a percentage of net sales increased to 78.4% in 2007 from 66.2% in 2006 and 64.2% in 2005. The
increase as a percentage of net sales was due to copper costs increasing more than other costs and
more than the price of copper wire sold, in percentage terms as discussed above. Other raw
material costs as a percentage of net sales were 6.3%, 5.0% and 8.3%, in 2007, 2006, and 2005,
respectively. The increase in 2007 is due primarily to the decrease in average sales prices for
the Company’s products as discussed above, along with an increase in plastic prices driven by
higher oil prices. The decrease in 2006 is due primarily to the Company’s cost of other raw
materials per pound of
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copper sold increasing less than the price of copper wire sold.
Depreciation, labor and overhead costs as a percentage of net sales were 6.5% in 2007, compared to
5.5% in 2006 and 8.1% in 2005. The percentage increase in 2007 was due to the lower production
volumes and decrease in unit inventory at year-end, coupled with slightly higher overhead costs
during the year. The percentage decrease in 2006 was due to these costs containing significant
fixed components versus the elastic nature of the price of copper wire sold.
Inventories consist of the following at December 31 (in thousands):
| 2007 | 2006 | 2005 | ||||||||||
Raw materials |
$ | 28,190 | $ | 18,259 | $ | 11,288 | ||||||
Work-in-process |
14,919 | 17,998 | 8,428 | |||||||||
Finished goods |
113,756 | 149,962 | 84,665 | |||||||||
| 156,865 | 186,219 | 104,381 | ||||||||||
Adjust to LIFO cost |
(74,852 | ) | (82,272 | ) | (36,449 | ) | ||||||
Lower of cost or market adjustment |
— | — | — | |||||||||
| $ | 82,013 | $ | 103,947 | $ | 67,932 | |||||||
Copper prices began 2007 at a relative low point in the first quarter and then trended upward
significantly in the second quarter, trading in a fairly wide range during the year with
significant volatility from month to month. The 2007 year-end price of copper was slightly below
the 2006 year-end price. The unit volume of inventory on-hand also decreased in 2007. These
factors resulted in the 2007 year-end inventory value of all inventories using the LIFO method
being $74.9 million less than the FIFO value, $7.4 million less than at the end of 2006. This
resulted in a corresponding decrease of $7.4 million in cost of goods sold for the year.
Copper prices trended upward dramatically in the first half of 2006, particularly in the second
quarter and then slowly descended in the third quarter, accelerating their decrease in the fourth
quarter of 2006. However, the 2006 year-end price of copper was still above the beginning of the
year price. As of December 31, 2006, the value of all inventories using the LIFO method was less
than the FIFO value by $82.3 million. This differential increased $45.8 million versus the
December 31, 2005 differential of $36.4 million, resulting in a corresponding increase of $45.8
million in cost of goods sold for the year.
Copper prices trended upward slowly in the first half of 2005, then accelerated their increase
during the remainder of 2005. As of December 31, 2005, the value of all inventories using the LIFO
method was less than the FIFO value by $36.4 million. This differential increased $21.8 million
versus the December 31, 2004 differential of $14.6 million, resulting in a corresponding increase
of $21.8 million in cost of goods sold for the year.
Gross profit decreased to $111.3 million, or 9.4% of net sales in 2007 from $244.3 million, or
19.6% of net sales in 2006 and from $125.2 million or 16.5% of net sales in 2005. The changes in
gross profit were due to the factors discussed above.
Selling expenses, which include freight and sales commissions, were $51.1 million in 2007, $51.2
million in 2006 and $38.5 million in 2005. As a percentage of net sales, selling expenses
increased slightly to 4.3% in 2007, versus 4.1% in 2006 and 5.1% in 2005. 2007 was almost
unchanged from 2006, while the percentage drop in 2006 was due to freight expenses dropping in
relation to sales, which increased dramatically in 2006. General and administrative expenses, as a
percentage of net sales, were 0.8% in 2007, 0.7% in 2006 and 1.0% in 2005. 2007 was almost
unchanged from 2006, while in 2006 general and administrative costs decreased as a percent of net
sales due to the semi-fixed nature of many of these costs.
Interest expense decreased to $5.8 million in 2007 from $7.7 million in 2006 and $3.9 million in
2005. The decrease in 2007 was due to the lower average debt levels versus 2006, while the
increase in 2006 was due to the higher average debt levels in 2006 versus 2005. The Company
capitalized interest expense relating to the construction of assets in the amounts of approximately
$829,000 in 2007, $657,000 in 2006 and $213,000 in 2005.
The Company’s effective tax rate was 34.2% in 2007, 34.9% in 2006 and 33.2% in 2005. The lower
effective tax rate in 2005 is primarily due to the Company adjusting deferred tax liabilities by
$0.8 million in the first quarter, lower overall state tax expense and realizing an approximate 1% reduction from the benefits of the
American Jobs Creation Act of 2004. The Jobs Creation Act of 2004 also reduced the 2007 rate
approximately 1.4% versus the 2006 rate and a cumulative 3.64% from 2004.
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. Subsequently, the
Financial Accounting Standards Board
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(“FASB”) passed FSP FAS 109-1, which indicates that the
available qualified domestic production activity deduction will be treated as a “special deduction”
as described in SFAS No. 109. Accordingly, the impact of any deductions is being reported in the
period for which the deduction will be claimed on the Company’s tax return.
As a result of the foregoing factors, the Company’s net income was $30.8 million in 2007, $115.1
million in 2006 and $50.1 million in 2005.
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 is
material to investors.
Liquidity and Capital Resources
The following table summarizes the Company’s cash flow activities:
| Year Ended December 31, | ||||||||||||
| 2007 | 2006 | 2005 | ||||||||||
| (In thousands) | ||||||||||||
Net income |
$ | 30,796 | $ | 115,133 | $ | 50,078 | ||||||
Adjustments to reconcile net income to net
cash provided by (used in) operating
activities: |
||||||||||||
Depreciation and amortization |
13,819 | 12,437 | 12,421 | |||||||||
Other non-cash items |
5,358 | (2,113 | ) | (3,385 | ) | |||||||
(Increase) decrease in accounts
receivable, inventory and other assets |
17,830 | (74,087 | ) | (96,641 | ) | |||||||
Increase (decrease) in trade accounts
payable accrued liabilities and other
liabilities |
16,982 | (37,119 | ) | 32,524 | ||||||||
Net cash provided by (used in) operating
activities |
84,785 | 14,251 | (5,003 | ) | ||||||||
Investing activities: |
||||||||||||
Purchases of property, plant and equipment
(net) |
(28,232 | ) | (22,112 | ) | (16,890 | ) | ||||||
Financing activities: |
||||||||||||
Increase (decrease) in indebtedness, net |
— | 28,800 | 21,363 | |||||||||
Issuances of common stock |
622 | 692 | 512 | |||||||||
Tax benefit of option exercise |
95 | 805 | — | |||||||||
Deferred financing fees |
— | (455 | ) | — | ||||||||
Dividend paid |
(1,867 | ) | — | — | ||||||||
Termination of interest rate swap |
929 | — | — | |||||||||
Purchase of treasury stock |
(2,040 | ) | — | — | ||||||||
Net cash provided by (used in) financing
activities |
(2,261 | ) | 29,842 | 21,875 | ||||||||
Net increase (decrease) in cash |
$ | 54,292 | $ | 21,981 | $ | (18 | ) | |||||
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 operating capital necessary to finance receivables and
inventory. Capital expenditures have historically been necessary to expand the production capacity
of the Company’s manufacturing operations. The Company has
15
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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 (the “Financing Agreement”). In 2006, the Financing
Agreement was amended twice. The Financing Agreement was first amended May 16, 2006, to expand the
Company’s line of credit from $85,000,000 to $150,000,000, as disclosed in previous filings with
the SEC. The Financing Agreement was amended a second time on August 31, 2006, to expand the
Company’s line of credit from $150,000,000 to $200,000,000, as disclosed in previous filings with
the SEC. In 2007, the Financing Agreement was amended to reflect the Company as the primary
obligor of the indebtedness as a result of the reorganization transaction effective June 30, 2007.
The Financing Agreement, as amended, extends through August 27, 2009 and provides for maximum
borrowings of the lesser of $200,000,000 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, 2007, as computed under the
Financing Agreement, as amended, was $200,000,000.
The Company, through its agent bank, is also a party to a Note Purchase Agreement (the “2004 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. Through its agent bank, the Company was also
a party to an interest rate swap agreement to convert the fixed rate on the Fixed Rate Senior Notes
to a variable rate based on LIBOR plus a fixed adder for the
seven-year duration of these notes.
Commensurate with declining interest rates, the Company elected to terminate, prior to its
maturity, this swap agreement on November 29, 2007. As a result of this swap termination, the
Company received cash proceeds and realized a net settlement gain of $929,231 that was recorded as
an adjustment to the carrying amount of the related debt in the consolidated balance sheet. This
settlement gain will be amortized into earnings over the remaining term of the associated long term
notes payable.
On September 28, 2006, the Company, through its agent bank, entered into a second Note Purchase
Agreement (the “2006 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.
Obligations under the Financing Agreement, the Fixed Rate Senior Notes and the Floating Rate Senior
Notes are unsecured and contain customary covenants and events of default. The Company was in
compliance with these covenants as of December 31, 2007. Under the Financing Agreement, the 2004
Note Purchase Agreement and the 2006 Note Purchase Agreement, the Company is allowed to pay cash
dividends. At December 31, 2007, the total balance outstanding under the Financing Agreement, the
Fixed Rate Senior Notes and the Floating Rate Senior Notes was $100,000,000. Amounts outstanding
under the Financing Agreement are payable on August 27, 2009, with interest payments due quarterly.
Interest payments on the Fixed Rate Senior Notes are due semi-annually, while interest payments on
the Floating Rate Senior Notes are due quarterly. Obligations under the Financing Agreement, the
2004 Note Purchase Agreement and the 2006 Note Purchase Agreement are the only contractual
borrowing obligations or commercial borrowing commitments of the Company.
On November 10, 2006, the Board of Directors of the Company approved a stock repurchase program
covering the purchase of up to 1,000,000 additional shares of its common stock dependent upon
market conditions. Common stock purchases under this program were authorized through December 31,
2007 on the open market or through privately negotiated transactions at prices determined by the
President of the Company. There were no repurchases of stock in 2005 or 2006. This stock
repurchase plan replaced the prior stock repurchase plan. On November 28, 2007, the Board of
Directors authorized an extension of the stock repurchase plan through December 31, 2008 for the
remaining 990,000 shares. The Company repurchased 124,400 shares of its stock in 2007, all during
the fourth quarter.
Cash provided by operations was $84.8 million in 2007 compared to cash provided by operations of
$14.3 million in 2006 and cash used in operations of $5.0 million in 2005. The increase in cash
provided by operations of $70.5 million in 2007 versus 2006 was due primarily to the $48.2 million
positive change in accounts receivable, a $58.0 million positive change in inventory and a $46.1
million positive change in current income taxes payable. These positive cash flows were offset by
the $84.3 million negative change in net income in 2007 versus 2006 and a $14.3 million negative
change in prepaid expenses. Unlike 2006, 2007 did not see the large increases in accounts
16
Table of Contents
receivable and inventory balances. Receivables were virtually flat in 2007 and net inventories
declined by $21.9 million during the year. The positive change in taxes is due to the fact that at
the end of 2006, the Company was owed a large tax refund as explained below. At the end of 2007
the Company is owed approximately $9.8 million from various tax jurisdictions, principally the
I.R.S.
The increase in cash flows provided in 2006 versus 2005 was due primarily to the $65.0 million
increase in net income and a $23.5 million positive change in prepaid expenses offset by a $61.9
million negative change in taxes receivable. The taxes receivable change is due to the Company
being required to make high estimated tax payments to the I.R.S. based on the record earnings trend
early in 2006. The Company was owed a $17.8 million tax refund as of December 31, 2006. The
decrease in cash in 2005 was due primarily to a $56.5 million increase in accounts receivable and a
$28.8 million increase in inventories, offset by $16.7 million increase in net income, a $23.7
million increase in taxes payable and a $7.8 million increase in accounts payable and accrued
liabilities. The increases in cash required for accounts receivable and inventories were primarily
due to the rise in raw material prices during 2005 that drove sales higher as discussed above, and
in the case of inventories, an increase in the quantity of inventory on hand at year-end.
Increases in taxes payable and accounts payable are primarily due to timing issues at year-end.
Cash used in investing activities increased to $28.2 million in 2007 from $22.1 million in 2006 and
$16.9 million in 2005. In 2007, capital expenditures were made primarily to construct a new office
building and continue the armored cable expansion. During 2006 and 2005, capital expenditures were
made primarily in conjunction with the building of the new armored cable plant and machinery that
will be used in the manufacture of armored cable.
The cash used in financing activities of $2.3 million in 2007 was used primarily for the stock
repurchase program discussed above of $2.0 million and to pay dividends of $1.9 million, offset by
the $0.9 million cash received to terminate a swap agreement discussed above and $0.6 million of
proceeds from the issuance of company stock related to employees exercising stock options. The
cash provided by financing activities of $29.8 million in 2006 was used primarily to fund increased
working capital requirements and capital expenditures as discussed above. The cash provided by
financing activities of $21.9 million in 2005 was used primarily to fund capital expenditures and
increased working capital requirements.
During 2008, the Company expects its capital expenditures will consist of maintaining and adding
manufacturing equipment for its building wire operations. The Company also expects its working
capital requirements may increase during 2008 as a result of continued increases in sales and
potential increases in the price of copper. The Company believes that the cash flow from
operations and the financing available from its revolving credit facility will satisfy working
capital and capital expenditure requirements for the next twelve months.
Contractual Obligations
As shown below, the Company had the following contractual obligations as of December 31, 2007.
| Payments Due By Period ($ in Thousands) | ||||||||||||||||||||
| Less Than | More Than | |||||||||||||||||||
| Contractual Obligations | Total | 1 Year | 1-3 Years | 3-5 Years | 5 Years | |||||||||||||||
Long-Term Debt Obligations |
$ | 100,000 | $ | — | $ | — | $ | 100,000 | $ | — | ||||||||||
Capital Lease Obligations |
— | — | — | — | — | |||||||||||||||
Operating Lease Obligations |
— | — | — | — | — | |||||||||||||||
Purchase Obligations |
6,452 | 6,452 | — | — | — | |||||||||||||||
Total |
$ | 106,452 | $ | 6,452 | $ | — | $ | 100,000 | $ | — | ||||||||||
| Note: | Amounts listed as purchase obligations consist of major raw material purchase orders and $4.3 million of capital equipment and construction orders open as of December 31, 2007. |
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
17
Table of Contents
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 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. As of December 31, 2007, a $0.20 reduction in the fair market
value of copper per pound would not have resulted in any lower of cost or market reserve for the
year ended December 31, 2007. However, larger 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 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.
Recent Accounting Pronouncements
In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an
interpretation of Statement of Financial Accounting Standards No. 109 (“FIN 48”). FIN 48 prescribes
a recognition threshold and measurement attribute for the financial statement recognition and
measurement of tax positions taken or expected to be taken in a tax return. FIN 48 also provides
guidance on derecognition, classification, interest and penalties, accounting in interim periods,
disclosure, and transition. The Company adopted FIN 48 at the beginning of 2007. The impact of the
adoption was immaterial.
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value
Measurements (“SFAS No. 157”). This statement establishes a framework for fair value measurements
in the financial statements by providing a single definition of fair value, provides guidance on
the methods used to estimate fair value and increases disclosures about estimates of fair value.
SFAS No. 157 will be effective for financial assets and liabilities in financial statements issued
for fiscal years beginning after November 15, 2007 and will be effective for non-financial assets
and liabilities in financial statements issued for fiscal years beginning after November 15, 2008.
The Company is currently evaluating the impact of the adoption of this statement on its
consolidated financial statements.
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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 producers and merchants 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. The Company is a party to the
Financing Agreement, the 2004 Note Purchase Agreement and the 2006 Note Purchase Agreement.
Amounts outstanding under the Financing Agreement, as amended, are payable on August 27, 2009, with
interest payments due quarterly. Amounts outstanding under the $45 million 2004 Note Purchase
Agreement are payable on August 27, 2011, with interest only payments due semi-annually. Amounts
outstanding under the $55 million 2006 Note Purchase Agreement are payable on September 30, 2011,
with interest only payments due quarterly. At December 31, 2007, the balance outstanding under the
Financing Agreement was zero and the collective balance outstanding under the 2004 and 2006 Note
Purchase Agreements was $100 million, and the average interest rate was 6.29%. There is inherent
rollover risk for borrowings under the Financing Agreement as they 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. Holding
borrowing levels at December 31, 2007 constant, an average 1% interest rate increase in 2008 would
increase interest expense by $1,000,000.
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.
19
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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, 2007 and 2006, and the related consolidated
statements of income, stockholders’ equity, and cash flows for each of the three years in the
period ended December 31, 2007. 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, 2007 and 2006, and the consolidated results of its operations and cash flows
for each of the three years in the period ended December 31, 2007, in conformity with U.S.
generally accepted accounting principles.
As
discussed in Note 1 to the consolidated financial statements, effective January 1, 2006, the
Company adopted Statement of Financial Accounting Standards
No. 123 (revised 2004), Share Based Payment, in accounting for equity-based compensation.
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, 2007, 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 6,
2008 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Dallas, Texas
March 6, 2008
March 6, 2008
20
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Encore Wire Corporation
Consolidated Balance Sheets
| December 31 | ||||||||
| In Thousands of Dollars, Except Share Data | 2007 | 2006 | ||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 78,895 | $ | 24,603 | ||||
Accounts receivable, net of allowance for losses of $1,003 and
$884 in 2007 and 2006, respectively |
216,780 | 214,963 | ||||||
Inventories |
82,013 | 103,947 | ||||||
Income taxes receivable |
9,784 | 18,523 | ||||||
Current deferred income taxes |
— | 2,301 | ||||||
Prepaid expenses and other |
8,503 | 6,713 | ||||||
Total current assets |
395,975 | 371,050 | ||||||
Property,
plant and equipment — at cost: |
||||||||
Land and land improvements |
10,837 | 9,592 | ||||||
Construction-in-progress |
10,058 | 6,671 | ||||||
Buildings and improvements |
61,342 | 47,065 | ||||||
Machinery and equipment |
142,867 | 136,552 | ||||||
Furniture and fixtures |
6,124 | 4,073 | ||||||
| 231,228 | 203,953 | |||||||
Accumulated depreciation |
(113,397 | ) | (100,966 | ) | ||||
Property, plant and equipment — net |
117,831 | 102,987 | ||||||
Other assets |
106 | 120 | ||||||
Total assets |
$ | 513,912 | $ | 474,157 | ||||
Liabilities and Stockholders’ Equity |
||||||||
Current liabilities: |
||||||||
Trade accounts payable |
$ | 22,170 | $ | 13,413 | ||||
Accrued liabilities |
23,162 | 23,772 | ||||||
Current deferred income taxes |
3,733 | — | ||||||
Total current liabilities |
49,065 | 37,185 | ||||||
Noncurrent deferred income taxes |
8,968 | 9,851 | ||||||
Long-term notes payable |
100,910 | 98,974 | ||||||
Other long-term liabilities |
— | 1,026 | ||||||
Commitments and contingencies |
||||||||
Stockholders’ equity: |
||||||||
Convertible
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 — 26,123,952 in 2007 and 26,035,302 in 2006. |
261 | 260 | ||||||
Additional paid-in capital |
41,806 | 40,849 | ||||||
Treasury
stock, at cost — 2,883,350 and 2,758,950 shares in
2007 and 2006, respectively |
(17,315 | ) | (15,275 | ) | ||||
Retained earnings |
330,217 | 301,287 | ||||||
Total stockholders’ equity |
354,969 | 327,121 | ||||||
Total liabilities and stockholders’ equity |
$ | 513,912 | $ | 474,157 | ||||
See accompanying notes.
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Encore Wire Corporation
Consolidated Statements of Income
| Year ended December 31 | ||||||||||||
| In Thousands of Dollars, Except Per Share Data | 2007 | 2006 | 2005 | |||||||||
Net sales |
$ | 1,184,786 | $ | 1,249,330 | $ | 758,089 | ||||||
Cost of goods sold |
1,073,451 | 1,005,037 | 632,842 | |||||||||
Gross profit |
111,335 | 244,293 | 125,247 | |||||||||
Selling, general and administrative expenses |
60,400 | 59,793 | 46,335 | |||||||||
Operating income |
50,935 | 184,500 | 78,912 | |||||||||
Other income (expense): |
||||||||||||
Interest and other income |
1,709 | (74 | ) | (7 | ) | |||||||
Interest expense |
(5,834 | ) | (7,686 | ) | (3,929 | ) | ||||||
Income before income taxes |
46,810 | 176,740 | 74,976 | |||||||||
Income tax expense |
16,014 | 61,607 | 24,898 | |||||||||
Net income |
$ | 30,796 | $ | 115,133 | $ | 50,078 | ||||||
Weighted
average common shares — basic |
23,342 | 23,254 | 23,117 | |||||||||
Basic earnings per common share |
$ | 1.32 | $ | 4.95 | $ | 2.17 | ||||||
Weighted
average common shares — diluted |
23,690 | 23,674 | 23,537 | |||||||||
Diluted earnings per common share |
$ | 1.30 | $ | 4.86 | $ | 2.13 | ||||||
Cash dividends per share |
$ | 0.08 | $ | 0.02 | $ | — | ||||||
See accompanying notes.
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Encore Wire Corporation
Consolidated Statements of Stockholders’ Equity
| Additional | ||||||||||||||||||||||||
| Common Stock | Paid-In | Treasury | Retained | |||||||||||||||||||||
| In Thousands | Shares | Amount | Capital | Stock | Earnings | Total | ||||||||||||||||||
Balance at December 31, 2004 |
25,863 | $ | 259 | $ | 38,019 | $ | (15,275 | ) | $ | 136,541 | $ | 159,544 | ||||||||||||
Net income |
— | — | — | — | 50,078 | 50,078 | ||||||||||||||||||
Proceeds from exercise of stock options |
76 | — | 512 | — | — | 512 | ||||||||||||||||||
Tax benefit on exercise of stock options |
— | — | 401 | — | — | 401 | ||||||||||||||||||
Purchase of treasury stock |
— | — | — | — | — | — | ||||||||||||||||||
Balance at December 31, 2005 |
25,939 | 259 | 38,932 | (15,275 | ) | 186,619 | 210,535 | |||||||||||||||||
Net income |
— | — | — | — | 115,133 | 115,133 | ||||||||||||||||||
Proceeds from exercise of stock options |
96 | 1 | 691 | — | — | 692 | ||||||||||||||||||
Tax benefit on exercise of stock options |
— | — | 805 | — | — | 805 | ||||||||||||||||||
Stock-based compensation |
— | — | 421 | — | — | 421 | ||||||||||||||||||
Dividend declared — $0.02 per share |
— | — | — | — | (465 | ) | (465 | ) | ||||||||||||||||
Purchase of treasury stock |
— | — | — | — | — | — | ||||||||||||||||||
Balance at December 31, 2006 |
26,035 | 260 | 40,849 | (15,275 | ) | 301,287 | 327,121 | |||||||||||||||||
Net income |
— | — | — | — | 30,796 | 30,796 | ||||||||||||||||||
Proceeds from exercise of stock options |
89 | 1 | 621 | — | — | 622 | ||||||||||||||||||
Tax benefit on exercise of stock options |
— | 95 | — | — | 95 | |||||||||||||||||||
Stock-based compensation |
— | — | 241 | — | — | 241 | ||||||||||||||||||
Dividend declared — $0.08 per share |
— | — | — | — | (1,866 | ) | (1,866 | ) | ||||||||||||||||
Purchase of treasury stock |
— | — | — | (2,040 | ) | — | (2,040 | ) | ||||||||||||||||
Balance at December 31, 2007 |
26,124 | $ | 261 | $ | 41,806 | $ | (17,315 | ) | $ | 330,217 | $ | 354,969 | ||||||||||||
See accompanying notes
23
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Encore Wire Corporation
Consolidated Statements of Cash Flows
| Year ended December 31 | ||||||||||||
| In Thousands of Dollars | 2007 | 2006 | 2005 | |||||||||
Operating Activities |
||||||||||||
Net income |
$ | 30,796 | $ | 115,133 | $ | 50,078 | ||||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||||||
Depreciation and amortization |
13,819 | 12,437 | 12,421 | |||||||||
Deferred income taxes |
5,151 | (1,948 | ) | (3,887 | ) | |||||||
Excess tax benefits of options exercised |
(95 | ) | (805 | ) | — | |||||||
Stock-based compensation |
241 | 421 | — | |||||||||
Provision for bad debts |
150 | 180 | 330 | |||||||||
Other |
(89 | ) | 40 | 171 | ||||||||
Changes in operating assets and liabilities: |
||||||||||||
Accounts receivable |
(1,967 | ) | (50,213 | ) | (56,508 | ) | ||||||
Inventories |
21,934 | (36,016 | ) | (28,820 | ) | |||||||
Prepaid expenses and other |
(2,137 | ) | 12,142 | (11,312 | ) | |||||||
Trade accounts payable and accrued liabilities |
8,148 | 138 | 7,832 | |||||||||
Current income taxes payable (receivable) |
8,834 | (37,258 | ) | 24,692 | ||||||||
Net cash provided by (used in) operating activities |
84,785 | 14,251 | (5,003 | ) | ||||||||
Investing Activities |
||||||||||||
Purchases of property, plant and equipment |
(28,491 | ) | (22,423 | ) | (17,233 | ) | ||||||
Other |
5 | (1 | ) | — | ||||||||
Proceeds from sale of assets |
254 | 312 | 343 | |||||||||
Net cash used in investing activities |
(28,232 | ) | (22,112 | ) | (16,890 | ) | ||||||
Financing Activities |
||||||||||||
Proceeds from issuance of private placement debt |
— | 55,000 | — | |||||||||
Proceeds
from (repayments of) long-term note payable, net |
— | (26,200 | ) | 21,363 | ||||||||
Proceeds from issuance of common stock, net |
622 | 692 | 512 | |||||||||
Excess tax benefits of options exercised |
95 | 805 | — | |||||||||
Deferred financing fees |
— | (455 | ) | — | ||||||||
Dividend paid |
(1,867 | ) | — | — | ||||||||
Termination of interest rate swap |
929 | — | — | |||||||||
Purchase of treasury stock |
(2,040 | ) | — | — | ||||||||
Net cash provided by (used in) financing activities |
(2,261 | ) | 29,842 | 21,875 | ||||||||
Net increase (decrease) in cash and cash equivalents |
54,292 | 21,981 | (18 | ) | ||||||||
Cash and cash equivalents at beginning of year |
24,603 | 2,622 | 2,640 | |||||||||
Cash and cash equivalents at end of year |
$ | 78,895 | $ | 24,603 | $ | 2,622 | ||||||
See accompanying notes.
24
Table of Contents
Encore Wire Corporation
Notes to Consolidated Financial Statements
December 31, 2007
1. Significant Accounting Policies
Business
The Company conducts its business in one segment – the manufacture of copper electrical wire,
principally NM-B cable, for use primarily as interior wiring in homes, apartments, and manufactured
housing, and THWN-2 cable and armored cable for use primarily as wiring in commercial and
industrial buildings. The Company sells its products primarily through approximately 31
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 86.5%, 82.3%, and 76.8% of its cost of goods sold during 2007,
2006, and 2005, 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 on 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.
Recent Accounting Pronouncements
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value
Measurements (“SFAS No. 157”). This statement establishes a framework for fair value measurements
in the financial statements by providing a single definition of fair value, provides guidance on
the methods used to estimate fair value and increases disclosures about estimates of fair value.
SFAS No. 157 will be effective for financial assets and liabilities in financial statements issued
for fiscal years beginning after November 15, 2007, and will be effective for non-financial assets
and liabilities in financial statements issued for fiscal years beginning after November 15, 2008.
The Company is currently evaluating the impact of the adoption of this statement on its
consolidated financial statements.
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 $19.5 million, $18.1
million, and $18.6 million for the fiscal years ended December 31, 2007, 2006 and 2005,
respectively.
25
Table of Contents
1. Significant Accounting Policies (continued)
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, accounts receivable, trade accounts payable and
accrued liabilities approximate fair value due to the short maturity of these instruments.
Concentrations of Credit Risk
The following table presents the carrying amounts and estimated fair value of the Company’s
financial instruments as of December 31, 2007 and 2006 (in thousands):
| 2007 | 2006 | |||||||||||||||
| Carrying | Fair | Carrying | Fair | |||||||||||||
| Value | Value | Value | Value | |||||||||||||
Long-term notes payable |
$ | 100,910 | $ | 98,916 | $ | 98,974 | $ | 98,974 | ||||||||
Interest rate swap |
— | — | 1,026 | 1,026 | ||||||||||||
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.
The Company had no interest rate swaps outstanding as of December 31, 2007. See Note 4.
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) | 2007 | 2006 | 2005 | |||||||||
| Beginning balance January 1 | $ | 884 | $ | 690 | $ | 577 | ||||||
(Write offs) of bad debts, net of collections of previous write offs |
(31 | ) | 14 | (217 | ) | |||||||
Bad debt provision |
150 | 180 | 330 | |||||||||
Ending balance at December 31 |
$ | 1,003 | $ | 884 | $ | 690 | ||||||
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, 2007 and 2006, the Company’s cash equivalents
consisted of investments in a money market fund with a bank.
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 10 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.
26
Table of Contents
1. Significant Accounting Policies (continued)
Stock-Based Compensation
Prior to January 1, 2006, the Company applied the disclosure-only provisions of Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (“SFAS 123”). In
accordance with the provisions of SFAS 123, the Company applied Accounting Principles Board Opinion
No. 25, Accounting for Stock Issued to Employees (“APB 25”), and related interpretations in
accounting for its plan and, accordingly, did not recognize compensation expense for the plan
because stock options were issued at exercise prices equal to the market value of its stock on the
date of grant.
Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123
(revised 2004), Share-Based Payment (“SFAS 123R”), which supersedes SFAS 123 and APB 25. SFAS 123R
requires all share-based payments to employees to be recognized in the financial statements based
on their fair values using an option-pricing model, such as the Black-Scholes model, at the date of
grant. The Company elected to use the modified-prospective method for adoption, which requires
compensation expense to be recorded for all unvested stock options beginning in the first quarter
of adoption. For all unvested options outstanding as of January 1, 2006, compensation expense
previously measured under SFAS 123, but unrecognized, will be recognized using the straight-line
method over the remaining vesting period, net of forfeitures. For share-based payments granted
subsequent to January 1, 2006, compensation expense, based on the fair value on the date of grant,
as defined by SFAS 123R, will be recognized using the straight-line method from the date of grant
over the related service period of the employee receiving the award.
The adoption of SFAS 123R reduced pre-tax income by $420,524, reduced net income by $273,340, and
did not appreciably impact basic and diluted earnings per common share for the year ended December
31, 2006. The Company also recognized $805,244 of excess tax benefits on stock based compensation
which have been included in cash flows from financing activities upon adoption of SFAS 123R.
The following table illustrates the pro forma effect on net income and earnings per share for 2005
as if the Company had applied the fair value recognition provisions of SFAS 123R to stock-based
employee compensation (in thousands, except for earnings per common share information):
| Year ended December 31, | ||||
| In Thousands of Dollars, Except Share Data | 2005 | |||
Net income, as reported |
$ | 50,078 | ||
Deduct: Total stock-based employee compensation expense
determined under fair value based methods for all
awards net of related tax effects |
301 | |||
Pro forma net income |
$ | 49,777 | ||
Earnings per share; |
||||
Basic, as reported |
$ | 2.17 | ||
Basic, pro forma |
2.15 | |||
Diluted, as reported |
2.13 | |||
Diluted, pro forma |
2.11 | |||
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.
27
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1. Significant Accounting Policies (continued)
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 | 2007 | 2006 | ||||||
Raw materials |
$ | 28,190 | $ | 18,259 | ||||
Work-in-process |
14,919 | 17,998 | ||||||
Finished goods |
113,756 | 149,962 | ||||||
| 156,865 | 186,219 | |||||||
Adjust to LIFO cost |
(74,852 | ) | (82,272 | ) | ||||
Lower of cost or market adjustment |
— | — | ||||||
| $ | 82,013 | $ | 103,947 | |||||
During 2007, the Company liquidated a portion of the LIFO inventory layer established in 2006. As
a result, under the LIFO method, this inventory layer was liquidated at historical costs, that were
less than current costs, which favorably impacted net income for the full year by $454,000. During
2006 and 2005, there were no liquidations of LIFO inventory quantities.
3. Accrued Liabilities
Accrued liabilities consist of the following as of December 31:
| In Thousands of Dollars | 2007 | 2006 | ||||||
Sales volume discounts payable |
$ | 15,590 | $ | 14,821 | ||||
Property taxes payable |
1,940 | 2,041 | ||||||
Commissions payable |
2,317 | 2,090 | ||||||
Accrued salaries |
2,377 | 2,868 | ||||||
Other accrued liabilities |
938 | 1,952 | ||||||
| $ | 23,162 | $ | 23,772 | |||||
4. Long-Term Notes Payable
Long-term notes payable consist of the following as of December 31:
| In Thousands of Dollars | 2007 | 2006 | ||||||
5.27% Senior Notes due 2011 |
$ | 45,000 | $ | 45,000 | ||||
Floating Rate Senior Notes due 2011 |
55,000 | 55,000 | ||||||
Unrecognized gain on swap termination |
910 | — | ||||||
Fair value of interest rate swap |
— | (1,026 | ) | |||||
| $ | 100,910 | $ | 98,974 | |||||
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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 (the “Financing Agreement”). In 2006, the Financing
Agreement was amended twice. The Financing Agreement was first amended May 16, 2006, to expand the
Company’s line of credit from $85,000,000 to $150,000,000, as disclosed in previous filings with
the SEC. In 2007, the Financing Agreement was amended to reflect the Company as the primary
obligor of the indebtedness as a result of the reorganization transaction described below that
became effective June 30, 2007. The Financing Agreement was amended a second time on August 31,
2006, to expand the Company’s line of credit from $150,000,000 to $200,000,000, as disclosed in
previous filings with the SEC. The Financing Agreement, as amended, extends through August 27,
2009, and provides for maximum borrowings of the lesser of $200,000,000 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, 2007,
as computed under the Financing Agreement, as amended, was $200,000,000. Borrowings under the line
of credit bear interest, at the Company’s option, at either (1) LIBOR plus a margin that varies
from 0.875% 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, 2007, the balance borrowed and outstanding under the
Financing Agreement was zero.
The Company, through its agent bank, is also a party to a Note Purchase Agreement (the “2004 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. Through its agent bank, the Company was also
a party to an interest rate swap agreement to convert the fixed rate on the Fixed Rate Senior Notes
to a variable rate based on LIBOR plus a fixed adder for the seven-year duration of these notes.
Commensurate with declining interest rates, the Company elected to terminate, prior to its
maturity, this swap agreement on November 29, 2007. As a result of this swap termination, the
Company received cash proceeds and realized a net settlement gain of $929,231 that was recorded as
an adjustment to the carrying amount of the related debt in the consolidated balance sheet. This
settlement gain will be amortized into earnings over the remaining term of the associated long term
notes payable.
On September 28, 2006, the Company, through its agent bank, entered into a second Note Purchase
Agreement (the “2006 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.
Obligations under the Financing Agreement, the Fixed Rate Senior Notes and the Floating Rate Senior
Notes are unsecured and contain customary covenants and events of default. The Company was in
compliance with these covenants, as of December 31, 2007. Under the Financing Agreement, the 2004
Note Purchase Agreement and the 2006 Note Purchase Agreement, the Company is allowed to pay cash
dividends. At December 31, 2007, the total balance outstanding under the Financing Agreement, the
Fixed Rate Senior Notes and the Floating Rate Senior Notes was $100,000,000. Amounts outstanding
under the Financing Agreement are payable on August 27, 2009, with interest payments due quarterly.
Interest payments on the Fixed Rate Senior Notes are due semi-annually, while interest payments on
the Floating Rate Senior Notes are due quarterly. Obligations under the Financing Agreement, the
2004 Note Purchase Agreement and the 2006 Note Purchase Agreement are the only contractual
borrowing obligations or commercial borrowing commitments of the Company.
Effective June 30, 2007, the Company consummated a reorganization in order to simplify its
corporate structure and become an operating company. As a part of the reorganization, the Company
became the primary obligor of the indebtedness under the Financing Agreement, the 2004 Note
Purchase Agreement and the 2006 Note Purchase Agreement. The Company entered into amendments to
each of such agreements and issued new notes to the banks, the 2004 Purchasers and the 2006
Purchasers.
The Company paid interest totaling $5.8 million, $7.7 million and $3.9 million in 2007, 2006 and
2005, respectively. The Company capitalized $829,000, $657,000 and $213,000 of interest in 2007,
2006 and 2005, respectively.
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5. Income Taxes
The provisions for income tax expense are summarized as follows for the year ended December 31:
| In Thousands of Dollars | 2007 | 2006 | 2005 | |||||||||
Current: |
||||||||||||
Federal |
$ | 10,310 | $ | 61,073 | $ | 27,350 | ||||||
State |
553 | 2,482 | 1,435 | |||||||||
Deferred |
5,151 | (1,948 | ) | (3,887 | ) | |||||||
| $ | 16,014 | $ | 61,607 | $ | 24,898 | |||||||
The differences between the provision for income taxes and income taxes computed using the federal
income tax rate are as follows for the year ended December 31:
| 2007 | 2006 | 2005 | ||||||||||
Amount computed using the statutory rate |
$ | 16,384 | $ | 61,859 | $ | 26,242 | ||||||
State income taxes, net of federal tax benefit |
363 | 1,614 | 932 | |||||||||
Qualified domestic production activity deduction |
(656 | ) | (1,868 | ) | (886 | ) | ||||||
Other items |
(77 | ) | 2 | (1,390 | ) | |||||||
| $ | 16,014 | $ | 61,607 | $ | 24,898 | |||||||
The tax effect of each type of temporary difference giving rise to the net deferred tax liability
at December 31, 2007 and 2006, is as follows:
| Deferred Tax Asset (Liability) | ||||||||||||||||
| 2007 | 2006 | |||||||||||||||
| In Thousands of Dollars | Current | Non-current | Current | Non-current | ||||||||||||
Depreciation |
$ | — | $ | (8,968 | ) | $ | — | $ | (9,851 | ) | ||||||
Inventory |
(3,885 | ) | — | 1,906 | — | |||||||||||
Allowance for doubtful accounts |
363 | — | 320 | — | ||||||||||||
Uniform capitalization rules |
123 | — | 294 | — | ||||||||||||
Other |
(334 | ) | — | (219 | ) | — | ||||||||||
| $ | (3,733 | ) | $ | (8,968 | ) | $ | 2,301 | $ | (9,851 | ) | ||||||
The Company made income tax payments of $19.8 million in 2007, $99.5 million in 2006 and $3.9
million in 2005.
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. Subsequently, the Financial Accounting Standards Board (“FASB”) passed
FSP FAS 109-1, which indicates that the available qualified domestic production activity deduction
will be treated as a “special deduction” as described in SFAS No. 109. This deduction lowered the
Company’s effective tax rate by $656,000, or approximately 1.3%, for 2007.
Effective January 1, 2007, the Company adopted FASB Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”), which
clarifies the accounting and disclosure for uncertainty in tax positions. The Company’s federal
income tax returns for the years subsequent to December 31, 2003 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, 2002. The Company has no reserves for uncertain tax
positions and no adjustments were required upon adoption of FIN 48. Furthermore, the Company is
not aware of any anticipated transactions or tax positions in the foreseeable future that would
create a need to establish a reserve for any uncertain tax positions. 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.
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6. Stock Options
The Company has one stock option plan that provides for the grant of stock options to its
directors, officers and key employees. The Company grants stock option awards at prices equal to
the market value of its stock on the date of grant. These options vest ratably over a period of
five years from the time the options are granted with maximum terms of ten years.
During 2007 and 2006, the Company recorded $241,579 and $420,524, respectively, of stock based
compensation included in selling, general and administrative expenses. The excess income tax
benefit realized from tax deductions associated with stock based compensation totaled $158,959 and
$273,340 for the years ended December 31, 2007 and 2006, respectively.
The following presents a summary of stock option activity for the year ending December 31, 2007
(aggregate intrinsic value in thousands):
| Weighted | ||||||||||||||||
| Weighted | Average | |||||||||||||||
| Number | Average | Remaining | ||||||||||||||
| of | Exercise | Contractual | Aggregate | |||||||||||||
| Shares | Price | Term | Intrinsic Value | |||||||||||||
Outstanding
at December 31, 2006 |
592,126 | $ | 8.87 | |||||||||||||
Granted |
2,500 | 19.47 | ||||||||||||||
Exercised |
(88,650 | ) | 7.01 | |||||||||||||
Forfeited/Cancelled |
(1,500 | ) | 21.53 | |||||||||||||
Outstanding at
December 31, 2007 |
504,476 | $ | 9.21 | 4.06 | $ | 3,383 | ||||||||||
Vested and
exercisable at
December 31, 2007 |
458,676 | $ | 6.61 | 3.08 | $ | 4,271 | ||||||||||
The fair value of stock options granted during the years ended December 31, 2007, 2006, and 2005,
was estimated on the date of grant using a Black-Scholes options pricing model and the following
weighted average assumptions:
| Year Ended December 31, | ||||||||||||
| 2007 | 2006 | 2005 | ||||||||||
Risk-free interest rate |
3.91 | % | 3.84 | % | 3.84 | % | ||||||
Expected dividend yield |
0.42 | % | 0.00 | % | 0.00 | % | ||||||
Expected volatility |
50.8 | % | 55.7 | % | 61.2 | % | ||||||
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.
SFAS 123R 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, 2007, 2006, and 2005, the weighted average grant date fair
value of options granted was $9.18, $19.63, and $6.39, respectively, and the total intrinsic value
of options exercised was $1.5 million, $2.3 million, and $1.2 million, respectively. As of December
31, 2007, total unrecognized compensation cost related to non-vested stock options of $777,291 was
expected to be recognized over a weighted average period of 3.57 years.
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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 | 2007 | 2006 | 2005 | |||||||||
Numerator: |
||||||||||||
Net income |
$ | 30,796 | $ | 115,133 | $ | 50,078 | ||||||
Denominator: |
||||||||||||
Denominator
for basic earnings per share — weighted average shares |
23,342 | 23,254 | 23,117 | |||||||||
Effect of dilutive securities: |
||||||||||||
Employee stock options |
348 | 420 | 420 | |||||||||
Denominator
for diluted earnings per share —weighted average shares |
23,690 | 23,674 | 23,537 | |||||||||
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:
| 2007 | 2006 | 2005 | ||||||||||
Weighted average anti-dilutive stock options |
50,000 | 50,000 | 11,250 | |||||||||
Weighted average exercise price |
$ | 37.95 | $ | 37.95 | $ | 20.94 | ||||||
8. Stockholders’ Equity
On November 10, 2006, the Board of Directors of the Company approved a stock repurchase program
covering the purchase of up to 1,000,000 additional shares of its common stock dependent upon
market conditions. Common stock purchases under this program were authorized through December 31,
2007 on the open market or through privately negotiated transactions at prices determined by the
President of the Company. There were no repurchases of stock in 2005 or 2006. This stock
repurchase plan replaced the prior stock repurchase plan. On November 28, 2007, the Board of
Directors authorized an extension of the stock repurchase plan through December 31, 2008 for the
then remaining 990,000 shares. The Company repurchased 124,400 shares of its stock in 2007, all
during the fourth quarter.
9. Contingencies
There are no material pending proceedings to which the Company is a party or of which any of its
property is the subject. However, the Company is a party to litigation and claims arising out of
the ordinary business of the Company.
10. Encore Wire 401-K Plan
The Company sponsors an employee savings plan (the “401-K Plan”) that is intended to provide
participating employees with additional income upon retirement. Employees may contribute between
1% and 15% of eligible compensation to the 401-K Plan. The Company matches 50% of the first 6%
deferred by employees. Employees are eligible to participate in the 401-K Plan and related Company
matching contributions after one year of service. Employer matching contributions are vested at a
rate of 20% per year and are fully vested after five years of employment. The Company’s matching
contribution was $369,241, $327,007 and $280,082 in fiscal years 2007, 2006 and 2005, respectively.
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 believes
such purchases, which
totaled approximately $6.2 million, $6.1 million and $6.6 million in fiscal years 2007, 2006 and
2005, respectively,
32
Table of Contents
were made at prices that are no less favorable than are 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 2007, 2006 and 2005, amounts paid to the affiliated freight carrier were not
significant. Each of these transactions were approved by the audit committee pursuant to the
Related Party Transactions Policy.
12. Quarterly Financial Information (Unaudited)
The following is a summary of the unaudited quarterly financial information for the two years ended
December 31, 2007 and 2006 (in thousands, except per share amounts):
| Three Months Ended | ||||||||||||||||||||||||||||||||
| 2007 | March 31 | June 30 | September 30 | December 31 | ||||||||||||||||||||||||||||
Net sales |
$ | 260,729 | $ | 333,635 | $ | 308,481 | $ | 281,941 | ||||||||||||||||||||||||
Gross profit |
24,744 | 47,562 | 25,519 | 13,510 | ||||||||||||||||||||||||||||
Net income |
6,439 | 19,710 | 5,755 | (1,108 | ) | |||||||||||||||||||||||||||
Net income
per common share — basic |
0.28 | 0.84 | 0.25 | (0.05 | ) | |||||||||||||||||||||||||||
Net income
per common share — diluted |
0.27 | 0.83 | 0.24 | (0.05 | ) | |||||||||||||||||||||||||||
| Three Months Ended | ||||||||||||||||||||
| 2006 | March 31 | June 30 | September 30 | December 31 | ||||||||||||||||
Net sales |
$ | 252,048 | $ | 362,048 | $ | 372,915 | $ | 262,319 | ||||||||||||
Gross profit |
39,372 | 106,853 | 74,266 | 23,802 | ||||||||||||||||
Net income |
16,137 | 57,059 | 35,761 | 6,176 | ||||||||||||||||
Net income
per common share — basic |
0.70 | 2.45 | 1.54 | 0.27 | ||||||||||||||||
Net income
per common share — diluted |
0.68 | 2.41 | 1.51 | 0.26 | ||||||||||||||||
33
Table of Contents
| 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 it is able to collect the
information it is required to disclose in the reports it files with the SEC, and to process,
summarize and disclose this information within the time periods specified in the rules of the SEC.
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 believe that these controls and procedures are effective to ensure that the
Company is able to collect, process and disclose the information it is required to disclose in the
reports it files with the SEC within the required time periods.
Management’s Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining effective internal
control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of
1934.
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, 2007. 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 believe that, as of December 31, 2007, the
Company’s internal control over financial reporting is effective based on those criteria.
Ernst & Young LLP, the independent registered public accounting firm who audited the Company’s
consolidated financial statements, has also audited the Company’s internal control over financial
reporting as of December 31, 2007. 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 |
34
Table of Contents
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, 2007, 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. 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, 2007, 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, 2007 and 2006 and the related consolidated statements of income, stockholders’ equity and cash
flows for each of the three years in the period ended December 31, 2007 and our report dated March
6, 2008 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Dallas, Texas
March 6, 2008
March 6, 2008
35
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| ITEM 9B. | OTHER INFORMATION |
None.
PART III
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE |
The section 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 6, 2008 sets 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, and the Company’s code of ethics that is
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 “Investor Relations – Corporate Governance” 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 6, 2008, sets forth certain information with
respect to the compensation of management of the Company 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 6, 2008 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 “Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters.”
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE |
The section 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 6, 2008 sets forth certain
information with respect to certain relationships and related transactions, and director
independence, and is incorporated herein by reference.
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
The Section entitled “Proposal Two – 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 6, 2008, sets forth certain information with respect to certain fees paid to
accountants, and is incorporated herein by reference.
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PART IV
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
| (a) | The following documents are filed as a part of this report: |
| (1) | Consolidated Financial Statements included in Item 8 above are filed as part of this annual report. | ||
| (2) | Consolidated Financial Statement Schedules included in Item 8 herein: | ||
| All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted. | |||
| (3) | Exhibits: | ||
| The information required by this Item 15(a)(3) is set forth in the Index to Exhibits accompanying this Annual Report on Form 10-K. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Encore
Wire Corporation has duly caused this Annual Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ENCORE WIRE CORPORATION
Date: March 7, 2008
| 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 Annual Report has been
signed by the following persons on behalf of Encore Wire Corporation and in the capacities and on
the dates indicated.
| Signature | Title | Date | ||
/s/ DANIEL L. JONES
|
President, Chief Executive | March 7, 2008 | ||
Daniel L. Jones
|
Officer and Director (Principal | |||
| Executive Officer) | ||||
/s/ FRANK J. BILBAN
|
Vice President-Finance, | March 7, 2008 | ||
Frank J. Bilban
|
Treasurer, Secretary and | |||
| Chief Financial Officer (Principal | ||||
| Financial and Accounting Officer) |
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Table of Contents
| Signature | Title | Date | ||
/s/ DONALD E. COURTNEY
|
Director | March 7, 2008 | ||
Donald E. Courtney |
||||
/s/ JOSEPH M. BRITO
|
Director | March 7, 2008 | ||
Joseph M. Brito |
||||
/s/ JOHN H. WILSON
|
Director | March 7, 2008 | ||
John H. Wilson |
||||
/s/ WILLIAM R. THOMAS, III
|
Director | March 7, 2008 | ||
William R. Thomas, III |
||||
/s/ SCOTT D. WEAVER
|
Director | March 7, 2008 | ||
Scott D. Weaver |
||||
/s/ THOMAS L. CUNNINGHAM
|
Director | March 7, 2008 | ||
Thomas L. Cunningham |
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Table of Contents
INDEX TO EXHIBITS**
| Exhibit | ||
| Number | Description | |
3.1
|
Certificate of Incorporation of Encore Wire Corporation, as amended (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, and incorporated herein by reference). | |
3.2
|
Second Amended and Restated Bylaws of Encore Wire Corporation. | |
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
|
Note Purchase Agreement by and among Encore Wire Limited and Encore Wire Corporation, as Debtors, and Hartford Life Insurance Company, Great-West Life & Annuity Insurance Company, London Life Insurance Company and London Life and Casualty Reinsurance Corporation, as Purchasers, dated August 27, 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). | |
10.6
|
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). | |
10.7
|
Master Note Purchase Agreement 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). | |
10.8
|
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). |
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Table of Contents
| Number | Description | |
10.9*
|
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). | |
21.1
|
Subsidiaries | |
23.1
|
Consent of Ernst & Young LLP (included herein). | |
31.1
|
Certificate by Daniel L. Jones, President and Chief Executive Officer of the Company, dated March 7, 2008 and submitted pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (included herein). | |
31.2
|
Certificate by Frank J. Bilban, Vice President – Finance, Treasurer, Secretary and Chief Financial Officer of the Company, dated March 7, 2008 and submitted pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (included herein). | |
32.1
|
Certificate by Daniel L. Jones, President and Chief Executive Officer of the Company, dated March 7, 2008 as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (included herein). | |
32.2
|
Certificate by Frank J. Bilban, Vice President – Finance, Treasurer, Secretary and Chief Financial Officer, dated March 7, 2008 as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (included herein). | |
*
|
Management contract or compensatory plan |
41