10-K 1 wire-2014x12x31x10k.htm FORM 10-K WIRE-2014-12-31-10K
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 
FORM 10-K
 
(Mark One)
ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                  to                 
Commission File Number: 000-20278
 
ENCORE WIRE CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
 
75-2274963
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
1329 Millwood Road
McKinney, Texas
 
75069
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (972) 562-9473
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered
Common Stock, par value $.01 per share
 
The NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ¨  Yes    ý  No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    ¨  Yes    ý  No
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ý  Yes    ¨  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405) of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ý  Yes    ¨  No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
ý
Accelerated filer
¨
 
 
 
 
 
Non-accelerated filer
 
¨ (Do not check if a smaller reporting company)
Smaller Reporting Company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    ¨  Yes    ý  No
The aggregate market value of the Common Stock held by non-affiliates of the registrant computed by reference to the price at which the Common Stock was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was $918,079,360 (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, 10% or greater stockholders and other stockholders deemed to be affiliates was excluded from the computation of the foregoing amount. The characterization of such persons as “affiliates” should not be construed as an admission that any such person is an affiliate of the Registrant for any other purpose).
Number of shares of Common Stock outstanding as of February 24, 2015: 20,722,352
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 2015 annual meeting of stockholders – Part III



Table of Contents
 

i


PART I
Item 1. Business.
General
Encore Wire Corporation is a Delaware corporation, incorporated in 1989, with its principal executive office and manufacturing plants located at 1329 Millwood Road, McKinney, Texas 75069. The Company’s telephone number is (972) 562-9473. As used in this annual report, unless otherwise required by the context, the terms “Company,” “Encore” and “Encore Wire” refer to Encore Wire Corporation and its consolidated entities.
Encore is a low-cost manufacturer of electrical building wire and cable. The Company is a significant supplier of building wire for interior electrical wiring in commercial and industrial buildings, homes, apartments, and manufactured housing.
The principal customers for Encore’s wire are wholesale electrical distributors, who sell building wire and a variety of other products to electrical contractors. The Company sells its products primarily through independent manufacturers’ representatives located throughout the United States and, to a lesser extent, through its own direct in-house marketing efforts.
Strategy
Encore’s strategy is to further expand its share of the building wire market primarily by emphasizing a high level of customer service and the addition of new products that complement its current product line, while maintaining and enhancing its low-cost production capabilities. 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 a highly motivated work force.
Customer Service. Encore is highly focused on responding to customer needs, 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 cable. The colors have improved on-the-job safety and reduced installation times for contractors. Encore Wire’s new patented SmartColor ID® system for metal-clad and armor-clad cables allows for quick and accurate identification of gauge, number of conductors, wire and jacket type. Additionally, Encore currently has seven patents and nineteen patent-pending innovations that range from process improvements to packaging solutions.
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. The Company has a stock option plan and a stock appreciation rights plan that enhance the motivation of its salaried manufacturing supervisors. The Company also has a comprehensive safety program that emphasizes employee participation. The Company provides a 401(k) retirement savings plan to all employees.
Products
Encore offers an electrical building wire product line that consists primarily of NM-B cable, UF-B cable, THHN/THWN-2 and other types of wire products, including metal-clad and armored cable. All of these products are manufactured with copper or aluminum as the conductor. The principal bases for differentiation among stock-keeping units (“SKUs”) are product type, conductor type, diameter, insulation, color and packaging.
NM-B Cable. Non-metallic sheathed cable is used primarily as interior wiring in homes, apartments and manufactured housing. NM-B cable is composed of either two or three insulated copper wire conductors, with an uninsulated ground wire, all sheathed in a polyvinyl chloride (“PVC”) jacket.

1


UF-B Cable. Underground feeder cable is used to conduct power underground to outside lighting and other applications remote from buildings. UF-B cable is composed of two or three PVC-insulated copper wire conductors, with an uninsulated ground wire, all jacketed in PVC.
SE Style Cable. Service Entrance cable is primarily utilized as an external service drop from the meter base to the distribution equipment. SE style cable is composed of copper or aluminum multiple conductors, insulated with PVC or a single layer of cross-linked polyethylene (XLPE) insulation, all jacketed in PVC.
THHN/THWN-2 Cable. THHN/THWN-2 cable is used primarily as feeder, circuit and branch wiring in commercial and industrial buildings. It is composed of a copper or aluminum single conductor, either stranded or solid, and insulated with PVC, which is further coated with nylon. Users typically pull THHN/THWN-2 cable through cable tray or protective conduit pipe.
XHHW-2 Cable. XHHW-2 wire is intended for general purpose applications utilized in conduit or other recognized raceways for service, feeders, and branch-circuit wiring. It is composed of a copper or aluminum single conductor, either stranded or solid, and with a single layer of cross-linked polyethylene (XLPE) insulation.
USE-2 Cable. USE-2 or RHH or RHW-2 wire is intended for general purpose applications utilized in conduit or installed in underground applications or in recognized raceways for service, feeders, and branch-circuit wiring. It is composed of a copper or aluminum single conductor, either stranded or solid, and with a single layer of cross-linked polyethylene (XLPE) insulation suitable for wet locations.
Metal-Clad and Armored Cable. Metal-clad and armored cable is used primarily as feeder, circuit and branch wiring, primarily in commercial and industrial buildings. It is composed of multiple conductors, either stranded or solid, and insulated with PVC, which are further coated with nylon and then fully encased in a flexible aluminum or steel “armored” protective sheath that eliminates the need to pull the wire through pipe or conduit.
Photovoltaic Cable. Photovoltaic style cables are designed to meet the different needs of the emerging Solar Industry by providing connections between PV panels, collector boxes and inverters; and where allowed by the National Electric Code (NEC).
Bare Copper. Bare copper conductors are used in overhead electrical transmission and distribution systems for grounding electrical systems, and where high conductivity and flexibility are required for equipment and circuit grounding.
Manufacturing
The efficiency of Encore’s highly automated manufacturing facility is a key element of its low-cost production capability. Encore’s residential wire manufacturing lines have been integrated so that the handling of product is substantially reduced throughout the production process.
The manufacturing process for the Company’s various products involves multiple steps, including: casting, drawing, stranding, compounding, insulating, cabling, 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 bare 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 specifications of Underwriters Laboratories, Inc. (“UL”) for the insulation and jacket requirements for the wire that is manufactured.
Insulating. Insulating is the process of extruding PVC over the solid or stranded wire.
Cabling. Cabling is the process of twisting together two or more insulated conductors to form a cable.
Jacketing. Jacketing is the process of extruding PVC over two or more insulated conductor wires, with or without an uninsulated ground wire, to form a finished product. The Company’s jacketing lines are integrated with packaging lines that cut the wire and coil it onto reels or package it in boxes or shrink-wrap. Jacketing also comprises extruding a nylon covering over some PVC-insulated products, such as THHN/THWN-2.

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Metal-Cladding and Armoring. Metal-cladding and armoring is the process of covering two or more insulated conductor wires, with or without an uninsulated 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 UL, a nationally recognized testing and standards agency. Encore’s machine operators and quality control inspectors conduct routine product tests. The Company tests finished products for electrical continuity to ensure compliance with its own quality standards and those of UL. Encore’s manufacturing lines are equipped with laser micrometers to measure wire diameter and insulation thickness while the lines are in operation. During each shift, operators perform and record routine physical measurements of products, all of which are separately verified and approved by quality control inspectors. Although suppliers pre-test PVC and nylon compounds, the Company tests products for aging, cracking and brittleness of insulation and jacketing. Additionally, UL representatives routinely visit and test products from each area of manufacturing.
Customers
Encore sells its wire principally to wholesale electrical distributors throughout the United States and, to a lesser extent, to retail home improvement centers. Most distributors supply products to electrical contractors. Encore’s customer base is numerous and diversified. Encore has no customer, the loss of which would have a material adverse effect on the Company.
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, for a variety of reasons, many customers strive to maintain lean 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, additional product inventories are maintained at warehouses owned and operated by independent manufacturers’ representatives located in Chattanooga, Tennessee; Norcross, Georgia; Cincinnati, Ohio; Canton, Michigan; Edison, New Jersey; Louisville, Kentucky; Greensboro, North Carolina; Pittsburgh, Pennsylvania; Santa Fe Springs, California; Hayward, California; and Lakeland, Florida. 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 availability and cost.
The Company invoices its customers directly for products purchased and, if an order has been obtained through a manufacturer’s representative, pays the representative a commission based on pre-established rates. The Company determines customer credit limits. The Company recorded nominal bad debt charges in 2014, 2013, and 2012. The manufacturers’ representatives have no discretion to determine prices charged for the Company’s products, and all sales are subject to Company approval. 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 Encore offers competitive hourly compensation that is directly tied to productivity and quality standards. The Company believes that competitive hourly compensation coupled with sound management practices focuses its employees on maintaining high production standards and product quality.
As of December 31, 2014, Encore had 1,182 employees, 1,009 of whom were paid hourly wages and were primarily engaged in the operation and maintenance of the Company’s manufacturing and warehouse facility. The Company’s remaining 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.

3


Raw Materials
The principal raw materials used by Encore in manufacturing its products are copper cathode, copper scrap, PVC thermoplastic compounds, XLPE compounds, aluminum, steel, paper and nylon, all of which are readily available from a number of suppliers. Copper is the principal raw material used by the Company in manufacturing its products, constituting nearly 83.5% of the dollar value of all raw materials used by the Company during 2014. Copper requirements are purchased primarily from miners and commodity brokers at prices determined each month primarily based on the average daily COMEX closing prices for copper for that month, plus a negotiated premium. The Company also purchases raw materials necessary to manufacture various PVC thermoplastic compounds. These raw materials include PVC resin, clay and plasticizer.
The Company produces copper rod from purchased copper cathode and copper scrap in its own rod fabrication facility. The Company reprocesses copper scrap generated by its operations as well as copper scrap purchased from others. In 2014, the Company’s copper rod fabrication facility manufactured the majority of the Company’s copper rod requirements. The Company purchases aluminum rod for aluminum wire production.
The Company also compounds its own wire jacket and insulation compounds. The process involves the mixture of PVC raw material components to produce the PVC used to insulate the Company’s wire and cable products. The raw materials include PVC resin, clay and plasticizer. During the last year, the Company’s plastic compounding facility produced virtually all of the Company’s PVC requirements.
Competition
The electrical wire and cable industry is highly competitive. The Company competes with several companies who manufacture and sell wire and cable products beyond the building wire segment in which the Company competes. The Company’s primary competitors include Southwire Company, Cerro Wire LLC, United Copper Industries, General Cable Corporation and AFC Cable Systems, Inc.
The principal elements of competition in the electrical wire and cable industry are, in the Company's opinion, order fill rate, quality, pricing, and, in some instances, breadth of product line. The Company believes that it is competitive with respect to all of these factors.
Competition in the electrical wire and cable industry, although intense, has been primarily from U.S. manufacturers, including foreign-owned facilities located in the United States. The Company has encountered little significant competition from imports of building wire. The Company believes this is primarily because direct labor costs generally account for a relatively small percentage of the cost of goods sold for these products and freight costs are relatively high to bring wire to the United States from overseas.
Research and Development Activities
The Company classifies research and development activities as a component of production overhead. Research and development costs were approximately $1.7 million, $1.5 million and $1.6 million for the years ended December 31, 2014, 2013 and 2012, respectively. Research and development costs attributable to customer-sponsored research activities performed by the Company were insignificant.
Intellectual Property Matters
From time to time, the Company files patent applications with the United States Patent and Trademark Office. The Company currently owns several patents and pending patent applications. The Company also owns several registered trademarks and pending trademark applications with the U.S. Patent and Trademark Office. The current registrations for the marks will expire on various dates between 2015 and 2023, but each registration can be renewed indefinitely as long as the respective mark continues to be used in commerce and the requisite proof of continued use or renewal application, as applicable, is filed. 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.

4


Internet Address/SEC Filings
The Company’s Internet address is http://www.encorewire.com. Under the “Investors Info” section of our website, the Company provides a link to our electronic Securities and Exchange Commission (“SEC”) filings, including our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, director and officer beneficial ownership reports filed pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, and any amendments to these reports. All such reports are available free of charge and are available as soon as reasonably practicable after the Company files such material with, or furnishes it to, the SEC.
The public may read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.
Item 1A. Risk Factors.
The following are risk factors that could affect the Company’s business, financial results and results of operations. These risk factors should be considered in connection with evaluating the forward-looking statements contained in this Annual Report on Form 10-K because these factors could cause the actual results and conditions to differ materially from those projected in forward-looking statements. Before purchasing the Company’s stock, an investor should know that making such an investment involves some risks, including the risks described below. If any of the risks mentioned below or other unknown risks actually occur, the Company’s business, financial condition or results of operations could be negatively affected. In that case, the trading price of its stock could fluctuate significantly.
Product Pricing and Volatility of Copper Market
Price competition for copper electrical wire and cable is intense, and the Company sells its product in accordance with prevailing market prices. Wire prices can, and frequently do, change on a daily basis. This competitive pricing market for wire does not always mirror changes in copper prices, making margins highly volatile. Copper, a commodity product, is the principal raw material used in the Company’s manufacturing operations. Copper accounted for approximately 74.7%, 77.6% and 79.0% of the costs of goods sold during 2014, 2013 and 2012, 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 SEC allows shares of physically backed copper exchange traded funds (“ETFs”) to be listed and publicly traded. Such funds and other copper ETFs like it hold copper cathode as collateral against their shares. The acquisition of copper cathode by Copper ETFs may materially decrease or interrupt the availability of copper for immediate delivery in the United States, which could materially increase the Company’s cost of copper. In addition to rising copper prices and potential supply shortages, we believe that ETFs and similar copper-backed derivative products could lead to increased copper price volatility. The Company cannot predict future copper prices or the effect of fluctuations in the costs of copper on the Company’s future operating results. Consequently, fluctuations in copper prices caused by market forces can significantly affect the Company’s financial results. With the volatility of both raw material prices and wire prices in the Company’s end market, hedging raw materials can be risky. Historically, the Company has not engaged in hedging strategies for raw material purchases.
Operating Results May Fluctuate
Encore’s quarterly results of operations may fluctuate as a result of a number of factors, including fluctuation in the demand for and shipments of the Company’s products. Therefore, quarter-to-quarter comparisons of results of operations have been and will be impacted by the volume of such orders and shipments. In addition, its operating results could be adversely affected by the following factors, among others, such as variations in the mix of product sales, price changes in response to competitive factors, increases in raw material costs and other significant costs, the loss of key manufacturer’s representatives who sell the Company’s product line, increases in utility costs (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.

5


Reliance on Senior Management
Encore’s future operating results depend, in part, upon the continued service of its senior management, Mr. Daniel L. Jones, the Chairman, 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 industry, which is the end user of the Company’s products, is cyclical and is affected by a number of factors including the general condition of the economy, market demand and changes in interest rates, among other factors. Industry sales of electrical wire and cable products tend to parallel general construction activity, which includes remodeling. Housing construction activity in the United States declined significantly in 2006 and continued its downward trend through 2010, improving slightly in 2011 and 2012 and then continuing upward momentum in 2013 and 2014. Nationally, commercial construction had been strong through 2007, but slowed significantly in 2008, and continued downward through 2012, before turning around and improving in 2013 and 2014.
The ongoing sluggish economy in the United States and the overhang of excess housing and commercial and industrial buildings may have a negative impact on the construction industry for some time to come.
Deterioration in the financial condition of the Company’s customers due to current industry and economic conditions may result in reduced sales, an inability to collect receivables and payment delays or losses due to a customer’s bankruptcy or insolvency. Although the Company’s bad debt experience has been relatively low even in recent years, the Company’s inability to collect receivables may increase the amounts the Company must expense against its bad debt reserve, decreasing the Company’s profitability. The downturn in the residential, commercial or industrial construction industries and general economic conditions as a whole may continue to have a material adverse effect on the Company.
Environmental Liabilities
The Company is subject to federal, state and local environmental protection laws and regulations governing the Company’s operations and the use, handling, disposal and remediation of hazardous substances currently or formerly used by the Company. A risk of environmental liability is inherent in the Company’s current manufacturing activities in the event of a release or discharge of a hazardous substance generated by the Company. Under certain environmental laws, the Company could be held jointly and severally responsible for the remediation of any hazardous substance contamination at the Company’s facilities and at third party waste disposal sites and could also be held liable for any consequences arising out of human exposure to such substances or other environmental damage. There can be no assurance that the costs of complying with environmental, health and safety laws and requirements in the Company’s current operations or the liabilities arising from past releases of, or exposure to, hazardous substances, will not result in future expenditures by the Company that could materially and adversely affect the Company’s financial results, cash flow or financial condition.
Competition
The electrical wire and cable industry is highly competitive. The Company competes with several manufacturers of wire and cable products that have substantially greater resources than the Company. Some of these competitors are owned and operated by large, diversified companies. The principal elements of competition in the wire and cable industry are, in the opinion of the Company, pricing, product availability and quality and, in some instances, breadth of product line. The Company believes that it is competitive with respect to all of these factors. While the number of firms producing wire and cable has declined in the past, there can be no assurance that new competitors will not emerge or that existing producers will not employ or improve upon the Company’s manufacturing and marketing 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.

6


Common Stock Price May Fluctuate
Future announcements concerning Encore or its competitors or customers, quarterly variations in operating results, announcements of technological innovations, the introduction of new products or changes in product pricing policies by the Company or its competitors, developments regarding proprietary rights, changes in earnings estimates by analysts or reports regarding the Company or its industry in the financial press or investment advisory publications, among other factors, could cause the market price of the Common Stock to fluctuate substantially. These fluctuations, as well as general economic, political and market conditions, such as recessions, world events, military conflicts or market or market-sector declines, may materially and adversely affect the market price of the Common Stock.
Beneficial Ownership of the Company’s Common Stock by a Small Number of Stockholders
A small number of significant stockholders beneficially own greater than 36% of the outstanding common stock of the Company. Depending on stockholder turnout for a stockholder vote, these stockholders, acting together, could be able to control the election of directors and certain matters requiring majority approval by the Company’s stockholders. The interests of this group of stockholders may not always coincide with the Company’s interests or the interests of other stockholders.
In the future, these stockholders could sell large amounts of common stock over relatively short periods of time. The Company cannot predict if, when or in what amounts stockholders may sell any of their shares. Sales of substantial amounts of the Company’s common stock in the public market by existing stockholders or the perception that these sales could occur, may adversely affect the market price of our common stock by creating a public perception of difficulties or problems with the Company’s business.
Future Sales of Common Stock Could Affect the Price of the Common Stock
No prediction can be made as to the effect, if any, that future sales of shares or the availability of shares for sale will have on the market price of the Common Stock prevailing from time to time. Sales of substantial amounts of Common Stock, or the perception that such sales might occur, could adversely affect prevailing market prices of the Common Stock.
Cybersecurity Breaches and other Disruptions to our Information Technology Systems
The efficient operation of our business is dependent on our information technology systems to process, transmit and store sensitive electronic data, including employee, distributor and customer records, and to manage and support our business operations and manufacturing processes.  The secure maintenance of this information is critical to our operations. Despite our security measures, our information technology system may be vulnerable to attacks by hackers or breaches due to errors or malfeasance by employees and others who have access to our system, or other disruptions during the process of upgrading or replacing computer software or hardware, power outages, computer viruses, telecommunication or utility failures or natural disasters. Any such event could compromise our information technology system, expose our customers, distributors and employees to risks of misuse of confidential information, impair our ability to effectively and timely operate our business and manufacturing processes, and cause other disruptions, which could result in legal claims or proceedings, disrupt our operations and the services we provide to customers,  damage our reputation, and cause a loss of confidence in our products and services, any of which could adversely affect our results of operations and competitive position.
Item 1B. Unresolved Staff Comments.
None
Item 2. Properties.
Encore maintains its corporate office and manufacturing plants in McKinney, Texas, approximately 35 miles north of Dallas. The Company’s facilities are located on a combined site of approximately 425 acres and consist of buildings containing approximately 1.9 million square feet of floor space. 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, and are properly maintained and adequately insured.
Item 3. Legal Proceedings.
A description of the Company’s legal proceedings is contained in Note 9 to the Company’s consolidated financial statements included in Item 8 to this report and incorporated herein by reference.

7


Item 4. Mine Safety Disclosures.
Not applicable.
EXECUTIVE OFFICERS OF THE COMPANY
Information regarding Encore’s executive officers including their respective ages as of February 25, 2015, is set forth below:
Name
Age
 
Position with Company
Daniel L. Jones
51
 
Chairman of the Board of Directors, President and Chief Executive Officer
Frank J. Bilban
58
 
Vice President – Finance, Treasurer, Secretary, and Chief Financial Officer
Mr. Jones has held the office of President and Chief Executive Officer of the Company since February 2006. He performed the duties of the Chief Executive Officer in an interim capacity from May 2005 to February 2006. From May 1998 until February 2005, Mr. Jones was President and Chief Operating Officer of the Company. He previously held the positions of Chief Operating Officer from October 1997 until May 1998, Executive Vice President from May 1997 to October 1997, Vice President-Sales and Marketing from 1992 to May 1997, after serving as Director of Sales since joining the Company in November 1989. He has also served as a member of the Board of Directors since May 1992, and was named Chairman of the Board in 2014.
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.
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.

8


PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The Company’s Common Stock is traded and quoted on the NASDAQ Stock Market’s Global Select Market under the symbol “WIRE.” The following table sets forth the high and low intraday sales prices per share for the Common Stock as reported by NASDAQ for the periods indicated.
 
High
 
Low
 
 
 
 
2014
 
 
 
First Quarter
$
57.99

 
$
46.03

Second Quarter
52.70

 
45.06

Third Quarter
51.30

 
36.91

Fourth Quarter
40.92

 
33.61

 
 
 
 
2013
 
 
 
First Quarter
$
35.41

 
$
30.69

Second Quarter
35.90

 
31.46

Third Quarter
42.48

 
34.07

Fourth Quarter
54.84

 
37.95

As of February 24, 2015, there were 38 holders of record of the Company’s Common Stock.
The Company paid its first cash dividend in January 2007 and has continued paying quarterly dividends of two cents per share through 2014. Aside from periodic dividends, management intends to retain the majority of future earnings for the operation and expansion of the Company’s business.
Issuer Purchases of Equity Securities
On November 10, 2006, the Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to an authorized amount of shares of its common stock on the open market or through privately negotiated transactions at prices determined by the President of the Company during the term of the program. The Company’s Board of Directors has authorized several increases and annual extensions of this stock repurchase program. As of December 31, 2014, the repurchase authorization had 1,225,750 shares remaining authorized through March 31, 2016. The Company made no repurchases of stock in 2014 or 2013. Other than the Company’s repurchase of 2,774,250 shares of common stock owned by Capital Southwest Venture Corporation on May 14, 2012, all shares purchased under the program were purchased on the open market by the Company’s broker pursuant to a Rule 10b5-1 plan announced on November 28, 2007.
Equity Compensation Plan Information
The following table provides information about the Company’s equity compensation plans as of December 31, 2014.
 
Number of securities to be
issued upon exercise of outstanding options, warrants and rights
 
Weighted-average exercise
price of outstanding
options, warrants and rights
 
Number of securities
remaining available for future issuance under equity compensation plans
(excluding securities
reflected in column (a))
PLAN CATEGORY
(a)
 
(b)
 
(c)
 
 
 
 
 
 
Equity compensation plans approved by security holders
330,900

 
$
29.95

 
298,500

Equity compensation plans not approved by security holders

 

 

TOTAL
330,900

 
$
29.95

 
298,500


9


Performance Graph
The following graph is not “soliciting material,” is not deemed filed with the SEC, and is not to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, respectively.
The graph below sets forth the cumulative total stockholder return, which assumes reinvestment of dividends, of a $100 investment in the Company’s Common Stock, the Company’s self-determined peer group for the year ended December 31, 2014, and the Russell 2000 Index.
Symbol
 
Total Return For:
 
12/31/2009
 
3/31/2010
 
6/30/2010
 
9/30/2010
 
12/31/2010
 
3/31/2011
 
6/30/2011
«
 
Encore Wire Corporation
 
100.00

 
98.91

 
86.59

 
97.73

 
119.51

 
116.17

 
115.70

n
 
Russell 2000 Index
 
100.00

 
108.82

 
98.02

 
109.08

 
126.81

 
136.88

 
134.68

 
Peer Group
 
100.00

 
105.28

 
94.66

 
103.74

 
139.24

 
157.42

 
151.08

Symbol
 
Total Return For:
 
9/30/2011
 
12/31/2011
 
3/31/2012
 
6/30/2012
 
9/30/2012
 
12/31/2012
 
3/31/2013
«
 
Encore Wire Corporation
 
98.31

 
123.83

 
142.25

 
128.22

 
140.20

 
145.33

 
168.02

n
 
Russell 2000 Index
 
105.24

 
121.52

 
136.63

 
131.89

 
138.82

 
141.43

 
158.96

 
Peer Group
 
95.26

 
112.60

 
129.58

 
114.81

 
128.45

 
145.64

 
170.85

Symbol
 
Total Return For:
 
6/30/2013
 
9/30/2013
 
12/31/2013
 
3/31/2014
 
6/30/2014
 
9/30/2014
 
12/31/2014
«
 
Encore Wire Corporation
 
163.70

 
189.44

 
260.57

 
233.22

 
235.86

 
178.46

 
179.80

n
 
Russell 2000 Index
 
163.86

 
180.58

 
196.34

 
198.54

 
202.61

 
187.70

 
205.96

 
Peer Group
 
156.01

 
184.59

 
192.31

 
182.79

 
199.24

 
151.16

 
179.26


10


Notes
(1)
Data presented in the performance graph is complete through December 31, 2014.
(2)
The Peer Group is self-determined and consists of the following companies: General Cable Corporation and Belden, Inc.
(3)
The peer group index uses only such peer group’s performance and excludes the performance of the Company. The peer group index uses beginning of period market capitalization weighting.
(4)
Each data line represents quarterly index levels derived from compounded daily returns that include all dividends.
(5)
The index level for all data lines was set to $100.00 on December 31, 2009.
Item 6. Selected Consolidated Financial Data.
The following financial data should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8, “Financial Statements and Supplementary Data.” The table below presents, as of and for the dates indicated, selected historical financial information for the Company.
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
2011
 
2010
 
(in thousands, except per share data)
 
 
 
 
 
 
Statement of Income Data:
 
 
 
 
 
Net sales
$
1,166,979

 
$
1,158,252

 
$
1,072,348

 
$
1,180,474

 
$
910,222

Cost of goods sold
1,042,002

 
1,023,180

 
982,021

 
1,039,619

 
827,813

Gross profit
124,977

 
135,072

 
90,327

 
140,855

 
82,409

Selling, general and administrative expenses
68,876

 
64,453

 
60,981

 
64,577

 
57,073

Operating income
56,101

 
70,619

 
29,346

 
76,278

 
25,336

Interest and other (income) expense
(341
)
 
(329
)
 
(343
)
 
(239
)
 
2,395

Interest expense
285

 
265

 
313

 
322

 
522

Income before income taxes
56,157

 
70,683

 
29,376

 
76,195

 
22,419

Provision for income taxes
19,034

 
23,773

 
9,565

 
26,064

 
7,129

Net income
$
37,123

 
$
46,910

 
$
19,811

 
$
50,131

 
$
15,290

Net income per common and common equivalent shares – basic
$
1.79

 
$
2.27

 
$
0.91

 
$
2.15

 
$
0.66

Weighted average common and common equivalent shares – basic
20,714

 
20,676

 
21,680

 
23,300

 
23,184

Net income per common and common equivalent shares – diluted
$
1.78

 
$
2.26

 
$
0.91

 
$
2.14

 
$
0.66

Weighted average common and common equivalent shares – diluted
20,821

 
20,764

 
21,732

 
23,410

 
23,342


11


 
As of December 31,
 
2014
 
2013
 
2012
 
2011
 
2010
 
(in thousands, except per share data)
 
 
 
 
 
 
Balance Sheet Data:
 
 
 
 
 
Working capital
$
285,977

 
$
282,148

 
$
261,493

 
$
334,484

 
$
283,944

Total assets
572,751

 
525,826

 
472,467

 
516,146

 
477,276

Long-term debt, net of current portion

 

 

 

 

Stockholders’ equity
493,187

 
456,581

 
410,164

 
457,743

 
407,377

Annual dividends paid
1,657

 
1,654

 
1,763

 
1,863

 
1,854

Annual dividends paid per common share
$
0.08

 
$
0.08

 
$
0.08

 
$
0.08

 
$
0.08

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Introduction
The following management’s discussion and analysis is intended to provide a better understanding of key factors, drivers and risks regarding the Company and the building wire industry.
Executive Overview
Encore Wire sells a commodity product in a highly competitive market. Management strongly believes that the historical strength of the Company’s growth and earnings is attributable to the following main factors:
industry leading order fill rates and responsive customer service
product innovations and product line expansions based on listening to and understanding customer needs and market trends
low cost manufacturing operations, resulting from a state-of-the-art manufacturing complex
low distribution and freight costs due in large part to the “one campus” business model
a focused management team leading an incentivized work force
low general and administrative overhead costs, and
a team of experienced independent manufacturers’ representatives with strong customer relationships across the United States.
These factors, and others, have allowed Encore Wire to grow from a startup in 1989 to what management believes is one of the largest copper electric building wire companies in the United States of America. Encore has built a loyal following of customers throughout the United States. These customers have developed a brand preference for Encore Wire in a commodity product line due to the reasons noted above, among others. The Company prides itself on striving to grow sales by expanding its product offerings where profit margins are acceptable. Senior management monitors gross margins daily, frequently extending down to the individual order level. Management strongly believes that this “hands-on” focused approach to the building wire business has been an important factor in the Company's success, and will lead to continued success.
The construction and remodeling industries drive demand for building wire. Housing construction activity in the United States declined significantly in 2006 and continued its downward trend through 2010, improving slightly in 2011 and 2012 and then continuing upward momentum in 2013 and 2014. Nationally, commercial construction had been strong through 2007, but slowed significantly in 2008, and continued downward through 2012, before turning around and improving in 2013 and 2014. The Company’s unit sales volume, as measured in pounds of copper wire sold, declined 15.6% in 2009 versus 2008 and declined another 3.8% in 2010 versus 2009. In 2011, the Company’s unit sales volume increased 6.2% compared to 2010. In 2012, copper unit sales declined 1.3% versus 2011. Total unit sales including pounds of aluminum wire sold increased 2.3% in 2012 versus 2011, as the Company continued to expand its building wire product line as discussed throughout this report. Total unit sales including pounds of aluminum wire sold increased 14.9% in 2013 versus 2012. In 2013, copper unit sales increased 9.5% versus 2012, while aluminum unit sales increased 116.8% versus 2012. 2013 was the first full year of sales and production from the Company’s new aluminum wire plant. The Company believes that the expansion into building wire product offerings with aluminum conductors helped the increase in copper unit sales in 2013, as customers prefer to do “one

12


stop shopping” and order from full line producers. The Company believes that the overall decline of unit volumes sold since 2006 is primarily the result of the slowdown in construction throughout the United States. The Company also believes that the reduced percentage decline in the Company’s unit sales volume in 2010 and the increase in 2011 was caused, in large part, by the exit of a former competitor from the industry in the first quarter of 2010. In 2014, unit sales were up 3.6% in copper wire and 34.4% in aluminum wire versus 2013. According to various industry and national economic forecasts, the future is unclear for the next few years. Data on remodeling is not as readily available; however, remodeling activity historically trends up when new construction slows down.
General
The Company’s operating results are driven by several key factors, including the volume of product produced and shipped, the cost of copper and other raw materials, the competitive pricing environment in the wire industry and the resulting influence on gross margins and the efficiency with which the Company’s plants operate during the period, among others. 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 74.7%, 77.6%, and 79.0% of the Company’s cost of goods sold during 2014, 2013 and 2012, 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. Additionally, the SEC allows shares of physically backed copper exchange traded funds (“ETFs”) to be listed and publicly traded. Such funds and other copper ETFs like it hold copper cathode as collateral against their shares. The acquisition of copper cathode by Copper ETFs may materially decrease or interrupt the availability of copper for immediate delivery in the United States, which could materially increase the Company’s cost of copper. In addition to rising copper prices and potential supply shortages, we believe that ETFs and similar copper-backed derivative products could lead to increased price volatility for copper. The Company cannot predict copper prices in the future or the effect of fluctuations in the cost of copper on the Company’s future operating results. Wire prices can, and frequently do change on a daily basis. This competitive pricing market for wire does not always mirror changes in copper prices, making margins highly volatile. With the Company’s expansion into aluminum conductors in some of its building wire products, aluminum will slowly grow its percentage share of the raw materials cost for the Company. The Company built a plant to expand the production of aluminum building wire beginning in late 2011. The plant was fully operational by mid-year 2013. In 2012, aluminum wire sales constituted 3.6% of net sales, growing to 6.9% of net sales in 2013 and 8.9% in 2014. This growth of aluminum sales to over $103.4 million in 2014 provided the impetus for the Company to construct a 250,000 square foot expansion to the aluminum plant to allow for the continued growth of this business. The construction of the building expansion was completed in the fourth quarter of 2014. Machinery and equipment should be installed over the first two quarters of 2015. Historically, the cost of aluminum has been much lower than copper and less volatile. With the volatility of both raw material prices and wire prices in the Company’s end market, hedging raw materials can be risky. Historically, the Company has not engaged in hedging strategies for raw material purchases. The tables below highlight the range of closing prices of copper on the Comex exchange for the periods shown.
COMEX COPPER CLOSING PRICE 2014
 
October
2014

 
November
2014

 
December
2014

 
Quarter Ended
Dec. 31, 2014

 
Year-to-Date
Dec. 31, 2014

 
 
 
 
 
 
 
 
 
 
High
$
3.11

 
$
3.08

 
$
2.95

 
$
3.11

 
$
3.43

Low
2.98

 
2.86

 
2.84

 
2.84

 
2.84

Average
3.04

 
3.02

 
2.90

 
2.98

 
3.12

COMEX COPPER CLOSING PRICE 2013
 
October
2013

 
November
2013

 
December
2013

 
Quarter Ended
Dec. 31, 2013

 
Year-to-Date
Dec. 31, 2013

 
 
 
 
 
 
 
 
 
 
High
$
3.33

 
$
3.29

 
$
3.47

 
$
3.47

 
$
3.78

Low
3.22

 
3.15

 
3.20

 
3.15

 
3.03

Average
3.28

 
3.22

 
3.34

 
3.28

 
3.34


13


COMEX COPPER CLOSING PRICE 2012
 
October
2012

 
November
2012

 
December
2012

 
Quarter Ended
Dec. 31, 2012

 
Year-to-Date
Dec. 31, 2012

 
 
 
 
 
 
 
 
 
 
High
$
3.81

 
$
3.63

 
$
3.70

 
$
3.81

 
$
3.97

Low
3.50

 
3.44

 
3.53

 
3.44

 
3.28

Average
3.68

 
3.50

 
3.62

 
3.60

 
3.61

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,
 
2014

 
2013

 
2012

 
 
 
 
 
 
Net sales
100.0
 %
 
100.0
 %
 
100.0
%
Cost of goods sold:
 
 
 
 
 
Copper
66.7
 %
 
68.6
 %
 
72.3
%
Other raw materials
13.2
 %
 
11.5
 %
 
9.6
%
Depreciation
1.2
 %
 
1.1
 %
 
1.2
%
Labor and overhead
9.0
 %
 
8.1
 %
 
7.5
%
LIFO adjustment
(0.8
)%
 
(1.0
)%
 
1.0
%
Lower cost or market adjustment
 %
 
 %
 
%
 
89.3
 %
 
88.3
 %
 
91.6
%
 
 
 
 
 
 
Gross profit
10.7
 %
 
11.7
 %
 
8.4
%
Selling, general and administrative expenses
5.9
 %
 
5.6
 %
 
5.7
%
Operating income
4.8
 %
 
6.1
 %
 
2.7
%
Interest and other (income) expense
 %
 
 %
 
%
 
 
 
 
 
 
Income before income taxes
4.8
 %
 
6.1
 %
 
2.7
%
Provision for income taxes
1.6
 %
 
2.0
 %
 
0.9
%
 
 
 
 
 
 
Net income
3.2
 %
 
4.1
 %
 
1.8
%
The following discussion and analysis relates to factors that have affected the operating results of the Company for the years ended December 31, 2014, 2013 and 2012. 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 $1.167 billion in 2014 compared to $1.158 billion in 2013 and $1.072 billion in 2012. The 0.8% increase in net sales in 2014 versus 2013 is primarily the result of a 1.4% decrease in copper wire sales driven by a 3.6% increase in copper wire pounds shipped and a 29.7% increase in aluminum wire sales driven by a 34.4% increase in aluminum wire pounds shipped, offset by decreases in average selling prices of 4.8% and 3.5% of copper and aluminum wire, respectively. Aluminum wire constituted 8.9% of total net sales in 2014, compared to 6.9% of net sales in 2013. The average price of a pound of copper purchased decreased 5.7% in 2014 versus 2013, while aluminum purchase prices increased 4.7% during the same time period. In the fourth quarter of 2014, net sales decreased 2.8% versus the fourth quarter of 2013. The decrease in net sales was due largely to the 4.1% decrease in copper net sales offset somewhat by a 12.3% increase in aluminum net sales, driven by an aluminum unit volume increase of 13.0% in the fourth quarter of 2014 versus the fourth quarter of 2013. Aluminum net sales comprised 9.2% of net sales in the fourth quarter of 2014, compared to 8.0% in the fourth quarter of 2013. Copper unit volume was up 2.4% in the fourth quarter of 2014 compared to the fourth quarter of 2013 while the average selling price per copper pound sold was down 6.3% between the same periods. On a sequential quarter comparison, net sales in the fourth quarter of 2014 decreased 4.0% versus the third quarter of 2014, due primarily to a 1.4% increase in copper wire unit sales more than offset by a 5.1% decrease in average selling prices. Margins in the fourth quarter of 2014 were down versus those of the third

14


quarter of 2014, producing $5.1 million of net income in the fourth quarter of 2014 versus $11.1 million in the third quarter of 2014.
Comparing the full years of 2014 to 2013, the average sales price of wire that contained a pound of copper decreased more than the average price of a pound of copper purchased during the period. Therefore, margins contracted as the spread between the price of wire sold and the cost of raw copper purchased decreased by 2.5%, due primarily to slightly decreased industry pricing discipline. Aluminum wire margins also decreased from 2013 to 2014, with the spread between the price of wire sold and the cost of raw aluminum purchased decreasing by 8.1%. Fluctuations in sales prices are primarily a result of changing copper and other raw material prices and product price competition.
The 8.0% increase in net sales in 2013 versus 2012 is primarily the result of a 4.4% increase in copper wire sales driven by a 9.5% increase in copper wire pounds shipped and a 105.0% increase in aluminum wire sales driven by a 116.8% increase in aluminum wire pounds shipped, offset somewhat by decreases in average selling prices of 4.7% and 5.5% of copper and aluminum wire, respectively. Aluminum wire constituted 6.9% of total net sales in 2013. The average price of a pound of copper purchased decreased 7.5% in 2013 versus 2012, while aluminum purchase prices decreased 1.9% during the same time period. In the fourth quarter of 2013, net sales increased 13.8% versus the fourth quarter of 2012. The increase in net sales was due largely to the 10.4% increase in copper net sales and a 76.9% increase in aluminum net sales, driven by an aluminum unit volume increase of 88.5% in the fourth quarter of 2013 versus the fourth quarter of 2012. Aluminum net sales comprised 8.0% of net sales in the fourth quarter of 2013. Copper unit volume was up 18.4% in the fourth quarter of 2013 compared to the fourth quarter of 2012 while the average selling price per copper pound sold was down 6.8% between the same periods. On a sequential quarter comparison, net sales in the fourth quarter of 2013 decreased 5.3% versus the third quarter of 2013, due primarily to a 6.7% decrease in copper wire unit sales offset somewhat by a 0.6% increase in average selling prices. Margins in the fourth quarter of 2013 were down slightly versus those of the third quarter of 2013, producing $11.2 million of net income in the fourth quarter versus $13.8 million in the third quarter.
Comparing the full years of 2013 to 2012, the average sales price of wire that contained a pound of copper decreased less than the average price of a pound of copper purchased during the period. Therefore, margins expanded as the spread between the price of wire sold and the cost of raw copper purchased increased by 3.7%, due primarily to improved industry pricing discipline. Fluctuations in sales prices are primarily a result of changing copper and other raw material prices and product price competition. Margins were stronger in all four quarters of 2013 versus 2012.
Cost of goods sold was $1.042 billion in 2014, compared to $1.023 billion in 2013 and $982.0 million in 2012. The copper costs included in cost of goods sold were $778.1 million in 2014 compared to $794.4 million in 2013 and $775.4 million in 2012. Copper costs as a percentage of net sales decreased to 66.7% in 2014 compared to 68.6% in 2013 and 72.3% in 2012. The decrease from 2013 to 2014 of copper costs as a percentage of net sales was due to copper costs decreasing while other components of cost of sales increased. As noted above, copper costs are the largest component of costs and therefore the most significant driver of sales prices of wire. Accordingly, the decrease in copper prices in 2014 and 2013 caused most of the other costs to grow in terms of their percentage of net sales dollars. The cost of other raw materials as a percentage of net sales rose from 9.6% in 2012 and 11.5% in 2013 to 13.2% in 2014. The consistent increase over the three year period is primarily due to the Company's increasing production of aluminum wire. Although aluminum is much cheaper than copper, the increased aluminum production drove the other materials category up as a percentage of net sales because aluminum is higher in cost than most of the items in this category. Other lower cost materials such as plastic also rose marginally in price in 2014. Material cost percentages in 2014 decreased due to a 0.8% LIFO credit (income) and in 2013 decreased due to a 1.0% LIFO credit (income) and in 2012 were increased by a 1.0% LIFO debit (expense). Adding LIFO to the cost of copper and other materials, the total materials cost including LIFO in 2014 was 79.1% of net sales versus 79.1% in 2013 and 82.9% in 2012.
The decrease from 2012 to 2013 of copper costs as a percentage of net sales was due to copper costs decreasing more than or opposed to other costs. Accordingly, the decrease in copper prices in 2013 and 2012 caused most of the other costs to grow in terms of their percentage of net sales dollars. The cost of other raw materials rose from 9.6% in 2012 to 11.5% in 2013 primarily due to the fact the Company increased production of aluminum wire in the second half of 2012 and throughout 2013. While much cheaper than copper, aluminum is higher in cost than the majority of the rest of the products in the other materials category, which in turn contributed to the rise in the other materials category percentage. Other lower cost materials such as plastic also rose marginally in price in 2012. Material cost percentages in 2013 were decreased by a 1.0% LIFO credit (income) and in 2012 were increased by a 1.0% LIFO debit (expense). Adding LIFO to the cost of copper and other materials, the total materials cost including LIFO in 2013 was 79.1% of net sales versus 82.9% in 2012.
Depreciation, labor and overhead costs as a percentage of net sales were 10.2% in 2014 compared to 9.2% in 2013 and 8.7% in 2012. The percentage increase of depreciation, labor and overhead costs in 2014 and 2013 versus 2012 was due primarily to the decrease in copper driven sales dollars per pound of sales trending the opposite direction of the small percentage increases in

15


depreciation, labor and overhead costs. This disparity is somewhat due to the fact that depreciation, labor and overhead costs have fixed or semi-fixed components and do not vary directly with sales dollars or unit volumes.
Inventories consist of the following at December 31 (in thousands):
 
2014
 
2013
 
2012
 
 
 
 
 
 
Raw materials
$
28,283

 
$
28,293

 
$
26,013

Work-in-process
19,169

 
21,881

 
22,309

Finished goods
84,020

 
82,997

 
88,750

Total
131,472

 
133,171

 
137,072

Adjust to LIFO cost
(53,221
)
 
(62,391
)
 
(73,416
)
Lower of cost or market adjustment

 

 

Inventory, net
$
78,251

 
$
70,780

 
$
63,656

In 2014, copper traded in a range similar to 2013, while still exhibiting some volatility as shown in the copper table above. Copper prices in 2014 finished lower than at the end of 2013. In addition the quantity of total copper inventory on hand declined slightly in 2014, compared to 2013. The other materials category, which includes a large number of raw materials, had quantity changes that included increases and decreases in various other materials. These factors resulted in the 2014 year-end inventory value of all inventories using the LIFO method being $53.2 million less than the FIFO value, and the 2014 year end LIFO reserve balance being $9.2 million lower than at the end of 2013. This resulted in a LIFO adjustment decreasing cost of sales by $9.2 million in 2014.
In 2013, copper traded in a fairly narrow range, similar to 2012, while still exhibiting some volatility as shown in the copper table above. Copper prices in 2013 finished lower than at the end of 2012. In addition the quantity of total copper inventory on hand declined slightly in 2013. The other materials category, which includes a large number of raw materials, had quantity changes that included increases primarily in aluminum. These factors resulted in the 2013 year-end inventory value of all inventories using the LIFO method being $62.4 million less than the FIFO value, and the 2013 year end LIFO reserve balance being $11.0 million lower than at the end of 2012. This resulted in a LIFO adjustment decreasing cost of sales by $11.0 million in 2013.
Based on the current copper and other raw material prices, there is no LCM adjustment necessary. Future reductions in the price of copper and other raw materials could require the Company to record an LCM adjustment against the related inventory balance, which would result in a negative impact on net income.
Gross profit was $125.0 million, or 10.7% of net sales, in 2014 compared to $135.1 million, or 11.7% of net sales, in 2013 and $90.3 million, or 8.4% of net sales, in 2012. The changes in gross profit were due to the factors discussed above.
Selling expenses, which include freight and sales commissions, were $52.5 million in 2014, $48.3 million in 2013 and $44.4 million in 2012. As a percentage of net sales, selling expenses increased to 4.5% in 2014 versus 4.2% in 2013 and 4.1% in 2012. The slight percentage increase in 2014 is due primarily to freight costs rising 0.2%. General and administrative expenses, as a percentage of net sales, remained steady at 1.4% in 2014, 1.4% in 2013 and 1.5% in 2012. Accounts receivable write-offs were zero in 2014, 2013 and 2012. The Company did not increase the bad debt reserve in 2014, 2013 and 2012 to provide for potential bad debt expenses.
Interest expenses were $0.3 million in 2014, $0.3 million in 2013 and $0.3 million in 2012. The Company capitalized zero interest expense relating to the construction of assets in 2014, 2013 and 2012.
The Company’s effective tax rate was 33.9% in 2014, 33.6% in 2013 and 32.6% in 2012, commensurate with the Company’s tax liabilities. The American Jobs Creation Act of 2004 provides a deduction from income for qualified domestic production activities. Accordingly, the impact of any deduction is being reported in the period for which the deduction will be claimed on the Company’s tax return. The domestic production activity deduction reduced the 2014 effective tax rate approximately 3.0%.
As a result of the foregoing factors, the Company’s net income was $37.1 million in 2014, $46.9 million in 2013 and $19.8 million in 2012.

16


Off-Balance Sheet Arrangements
The Company does not currently have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Liquidity and Capital Resources
The following table summarizes the Company’s cash flow activities (in thousands):
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
 
 
 
 
 
Net cash provided by operating activities
$
63,122

 
$
47,218

 
$
30,060

Net cash used in investing activities
(44,231
)
 
(43,466
)
 
(40,284
)
Net cash used in financing activities
(1,005
)
 
(857
)
 
(68,191
)
Net increase (decrease) in cash and cash equivalents
$
17,886

 
$
2,895

 
$
(78,415
)
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. In general, the Company’s standard payment terms result in the collection of a significant majority of net sales within approximately 75 days of the date of the invoice. Therefore, the Company’s liquidity needs have generally consisted of working capital necessary to finance receivables and inventory. Capital expenditures have historically been necessary to expand and update the production capacity of the Company’s manufacturing operations. The Company has historically satisfied its liquidity and capital expenditure needs with cash generated from operations, borrowings under its various debt arrangements and sales of its common stock.
At December 31, 2014 and December 31, 2013, the Company had no debt outstanding.
The Company is party to a Credit Agreement with two banks, Bank of America, N.A., as administrative agent and letter of credit issuer, and Wells Fargo Bank, National Association as syndication agent (as amended, the “Credit Agreement”). The Credit Agreement extends through October 1, 2017, and provides for maximum borrowings of the lesser of $150.0 million or the amount of eligible accounts receivable plus the amount of eligible finished goods and raw materials, less any reserves established by the banks. Additionally, at our request and subject to certain conditions, the commitments under the Credit Agreement may be increased by a maximum of up to $100.0 million as long as existing or new lenders agree to provide such additional commitments. The calculated maximum borrowing amount available at December 31, 2014, as computed under the Credit Agreement, was $149.5 million. 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 Leverage Ratio (as defined in the Credit Agreement), or (2) the base rate (which is the highest of the federal funds rate plus 0.5%, the prime rate, or LIBOR plus 1.0%) plus 0% to 0.25% (depending upon the Leverage Ratio). A commitment fee ranging from 0.15% to 0.30% (depending upon the Leverage Ratio) is payable on the unused line of credit. At December 31, 2014, there were no borrowings outstanding under the Credit Agreement. Obligations under the Credit Agreement are the only contractual borrowing obligations or commercial borrowing commitments of the Company.
Obligations under the Credit Agreement are unsecured and contain customary covenants and events of default. The Company was in compliance with the covenants as of December 31, 2014.
The Company paid interest totaling $285,000, $265,000 and $313,000 in 2014, 2013 and 2012, respectively. The Company did not capitalize any interest in 2014, 2013 and 2012.
On November 10, 2006, the Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to an authorized amount of shares of its common stock on the open market or through privately negotiated transactions at prices determined by the President of the Company during the term of the program. The Company’s Board of Directors has authorized several increases and annual extensions of this stock repurchase program. As of December 31, 2014, the repurchase authorization had 1,225,750 shares remaining authorized through March 31, 2016. The Company made no repurchases of stock in 2014 or 2013. Other than the Company’s repurchase of 2,774,250 shares of common stock owned by Capital Southwest Venture Corporation on May 14, 2012, all shares purchased under the program were purchased on the open market by the Company’s broker pursuant to a Rule 10b5-1 plan announced on November 28, 2007.

17


Net cash provided by operations was $63.1 million in 2014 compared to $47.2 million in 2013 and $30.1 million in 2012. The increase in cash provided by operations of $15.9 in 2014 versus 2013 was due to several factors. The Company had decreased net income of $37.1 million in 2014 versus $46.9 million of net income in 2013. Accounts receivable decreased in 2014, resulting in cash provided of $8.8 million versus cash used of $17.8 million in 2013, resulting in a positive swing in operating cash flow of $26.6 million in 2014 versus 2013. Accounts receivable generally fluctuate in proportion to dollar sales and to a lesser extent are affected by the timing of when sales occur during a given quarter. Additionally, accounts receivable can fluctuate based upon the payment timing patterns of certain large customers, although increases in accounts receivable at the end of quarterly reporting periods for this reason have not historically raised collectability issues. Changes in current and deferred taxes resulted in $0.9 million cash used in 2014 versus cash provided of $5.2 million in 2013, a negative swing of $6.2 million in 2014 versus 2013. Changes in Trade Accounts Payable and Accrued Liabilities resulted in cash provided of $9.3 million in 2014 versus cash provided of $2.9 million in 2013, a positive swing of $6.4 million in 2014 versus 2013. These changes in cash flow were the primary drivers of the $15.9 million increase in net cash flow provided by operations in 2014 versus 2013.
The increase in cash provided by operations of $17.1 million in 2013 versus 2012 was due to several factors. The Company had increased net income of $46.9 million in 2013 versus $19.8 million of net income in 2012. Inventory increased in 2013, resulting in a $7.1 million use of cash, while inventory was relatively unchanged in 2012 compared to 2011, resulting in a decrease of cash provided of $7.0 million in 2013 versus 2012. Accounts receivable increased in 2013, resulting in a use of cash of $17.8 million versus a decrease of $1.4 million in 2012, resulting in a negative swing in operating cash flow of $19.2 million in 2013 versus 2012. Accounts receivable generally fluctuate in proportion to dollar sales and to a lesser extent are affected by the timing of when sales occur during a given quarter. Additionally, accounts receivable can fluctuate based upon the payment timing patterns of certain large customers, although increases in accounts receivable at the end of quarterly reporting periods for this reason have not historically raised collectability issues. Changes in current and deferred taxes provided $5.2 million in cash in 2013 versus cash used of $5.4 million in 2012, a positive swing of $10.6 million in 2013 versus 2012. These changes in cash flow were the primary drivers of the $17.2 million increase in net cash flow provided by operations in 2013 versus 2012.
Net cash used in investing activities increased to $44.2 million in 2014 versus $43.5 million in 2013 and $40.3 million in 2012. In 2014, capital expenditures were used primarily for the construction of the new aluminum wire plant expansion project and the purchase and installation of machinery and equipment in that plant. In 2013, capital expenditures were used primarily to purchase 201 acres of land adjacent to the Company’s existing campus in McKinney, Texas for $25.7 million. In 2012, capital expenditures were used primarily for the construction of the new aluminum wire plant and the purchase and installation of machinery and equipment in that plant.
The net cash used in financing activities of $1.0 million in 2014 consisted primarily of $1.7 million in dividend payments offset by $0.5 million proceeds from issuance of Company stock related to employees exercising stock options. The cash used of $0.9 million in 2013 consisted primarily of $1.7 million in dividend payments offset by $0.6 million proceeds from issuance of Company stock related to employees exercising stock options. The cash used in financing activities of $68.2 million in 2012 consisted primarily of $66.6 million used to repurchase 2,774,250 shares of its common stock from Capital Southwest Venture Corporation in May of 2012 along with dividend payments of $1.8 million.
During 2015, the Company expects its capital expenditures will consist primarily of machinery and equipment for its manufacturing operations. The Company also expects its future working capital requirements may fluctuate as a result of changes in unit sales volumes and the price of copper and other raw materials. The Company believes that its cash balance, cash flow from operations and the financing available from its revolving credit facility will satisfy working capital and capital expenditure requirements for the next twelve months.

18


Contractual Obligations
As shown below, the Company had the following contractual obligations as of December 31, 2014.
 
Payments Due By Period ($ in Thousands)
Contractual Obligations
Total
 
Less Than
1 Year
 
1-3 Years
 
3-5 Years
 
More Than
5 Years
 
 
 
 
 
 
 
 
 
 
Long-Term Debt Obligations
$

 
$

 
$

 
$

 
$

Capital Lease Obligations

 

 

 

 

Operating Lease Obligations

 

 

 

 

Purchase Obligations
92,891

 
92,891

 

 

 

Total
$
92,891

 
$
92,891

 
$

 
$

 
$

Note:
Amounts listed as purchase obligations consist of open purchase orders for major raw material purchases and $19.5 million of capital equipment and construction purchase orders open as of December 31, 2014.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of its financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. See Note 1 to the Consolidated Financial Statements. Management believes the following critical accounting policies affect its more significant estimates and assumptions used in the preparation of its consolidated financial statements.
Inventories are stated at the lower of cost, using the last-in, first out (LIFO) method, or market. The Company maintains two inventory pools for LIFO purposes. 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 monthly adjustment to adjust total inventory and cost of goods sold from FIFO to LIFO. The Company applies the lower of cost or market (LCM) test by comparing the LIFO cost of its raw materials, work-in-process and finished goods inventories to estimated market values, which are based primarily upon the most recent quoted market price of copper, aluminum and finished wire prices as of the end of each reporting period. The Company performs a lower of cost or market calculation quarterly. As of December 31, 2014, no LCM adjustment was required. However, decreases in copper and other material prices could necessitate establishing an LCM reserve in future periods. Additionally, future reductions in the quantity of inventory on hand could cause copper or other raw materials that are carried in inventory at costs different from the cost of copper and other raw materials 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.

19


Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued a comprehensive new revenue recognition standard that will supersede virtually all existing revenue recognition guidance under generally accepted accounting principles in the United States. Under the new standard, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current guidance. The new standard will become effective for us beginning on January 1, 2017 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. We are currently evaluating the impact this standard may have on our financial position, results of operations and cash flows.
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 industry, including remodeling
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 and coverage 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” and other external variables
unforeseen future legal issues and/or government regulatory changes
patent and intellectual property disputes, and
fluctuations in the Company’s financial position or national banking issues that impede the Company’s ability to obtain reasonable and adequate financing.
This list highlights some of the major factors that could affect the Company’s operations or stock price, but cannot enumerate all the potential issues that management faces on a daily basis, many of which are totally out of management’s control. For further discussion of the factors described herein and their potential effects on the Company, see “Item 1. Business,” “Item 1A. Risk Factors,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 7A. Quantitative and Qualitative Disclosures About Market Risk.”
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
The Company does not engage in metal futures trading or hedging activities and does not enter into derivative financial instrument transactions for trading or other speculative purposes. However, the Company is generally exposed to commodity price and interest rate risks.
The Company purchases copper cathode primarily from miners and commodity brokers at prices determined each month based on the average daily COMEX closing prices for copper for that month, plus a negotiated premium. As a result, fluctuations in copper prices caused by market forces can significantly affect the Company’s financial results. Interest rate risk is attributable

20


to the Company’s long-term debt. As of December 31, 2014, the Company was a party to the Credit Agreement. Amounts outstanding under the Credit Agreement, as amended, are payable on October 1, 2017, with interest payments due quarterly. At December 31, 2014, the balance outstanding under the Credit Agreement was zero.
There is inherent rollover risk for borrowings under the Credit Agreement as such borrowings mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and the Company’s future financing requirements. Assuming that the Company had $100.0 million of outstanding debt, an average 1% interest rate increase in 2015 would increase the Company’s interest expense by $1.0 million.
For further information, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Item 1A. Risk Factors.”

21


Item 8. Financial Statements and Supplementary Data.
The consolidated financial statements of the Company and the notes thereto appear on the following pages.
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Encore Wire Corporation
We have audited the accompanying consolidated balance sheets of Encore Wire Corporation (the Company) as of December 31, 2014 and 2013, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2014. 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, 2014 and 2013, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Encore Wire Corporation’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February 25, 2015 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Dallas, Texas
February 25, 2015

22


Encore Wire Corporation
Consolidated Balance Sheets
As of December 31, 2014 and 2013
(In thousands, except share and per share data)
 
2014
 
2013
 
 
 
 
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
54,664

 
$
36,778

Accounts receivable, net of allowance of $2,065 and $2,065
206,908

 
215,739

Inventories
78,251

 
70,780

Income taxes receivable
1,951

 

Deferred income taxes
1,306

 
4,756

Prepaid expenses and other
2,235

 
2,013

Total current assets
345,315

 
330,066

 
 
 
 
Property, plant and equipment – at cost:
 
 
 
Land and land improvements
48,305

 
47,324

Construction-in-progress
48,245

 
12,222

Buildings and improvements
96,405

 
90,930

Machinery and equipment
228,371

 
224,502

Furniture and fixtures
8,682

 
8,564

Total property, plant and equipment
430,008

 
383,542

 
 
 
 
Accumulated depreciation
(203,502
)
 
(189,288
)
Property, plant and equipment – net
226,506

 
194,254

 
 
 
 
Other assets
930

 
1,506

Total assets
$
572,751

 
$
525,826

 
 
 
 
Liabilities and Stockholders’ Equity
 
 
 
Current liabilities:
 
 
 
Trade accounts payable
$
31,147

 
$
23,465

Accrued liabilities
28,191

 
23,006

Income taxes payable

 
1,447

Deferred income taxes

 

Total current liabilities
59,338

 
47,918

 
 
 
 
Noncurrent deferred income taxes
20,226

 
21,327

 
 
 
 
Commitments and contingencies

 

 
 
 
 
Stockholders’ equity:
 
 
 
Preferred stock, $.01 par value:
 
 
 
Authorized shares – 2,000,000; none issued

 

Common stock, $.01 par value:
 
 
 
Authorized shares – 40,000,000;
 
 
 
Issued shares – 26,657,003 and 26,631,653
267

 
266

Additional paid-in capital
50,598

 
49,459

Treasury stock, at cost – 5,934,651 and 5,934,651 shares
(88,134
)
 
(88,134
)
Retained earnings
530,456

 
494,990

Total stockholders’ equity
493,187

 
456,581

Total liabilities and stockholders’ equity
$
572,751

 
$
525,826

See accompanying notes.

23


Encore Wire Corporation
Consolidated Statements of Income
For the Years Ended December 31, 2014, 2013, and 2012
(In thousands, except per share data)
 
2014
 
2013
 
2012
 
 
 
 
 
 
Net sales
$
1,166,979

 
$
1,158,252

 
$
1,072,348

Cost of goods sold
1,042,002

 
1,023,180

 
982,021

Gross profit
124,977

 
135,072

 
90,327

 
 
 
 
 
 
Selling, general and administrative expenses
68,876

 
64,453

 
60,981

Operating income
56,101

 
70,619

 
29,346

 
 
 
 
 
 
Other (income) expense:
 
 
 
 
 
Interest and other income
(341
)
 
(329
)
 
(343
)
Interest expense
285

 
265

 
313

Income before income taxes
56,157

 
70,683

 
29,376

 
 
 
 
 
 
Provision for income taxes
19,034

 
23,773

 
9,565

Net income
$
37,123

 
$
46,910

 
$
19,811

Net income per common and common
equivalent share – basic
$
1.79

 
$
2.27

 
$
0.91

Weighted average common and common
equivalent shares outstanding – basic
20,714

 
20,676

 
21,680

Net income per common and common
equivalent share – diluted
$
1.78

 
$
2.26

 
$
0.91

Weighted average common and common
equivalent shares outstanding – diluted
20,821

 
20,764

 
21,732

Cash dividends declared per share
$
0.08

 
$
0.08

 
$
0.08

See accompanying notes.

24


Encore Wire Corporation
Consolidated Statements of Stockholders' Equity
For the Years Ended December 31, 2014, 2013, and 2012
(In thousands, except per share data)
 
Common Stock
 
Additional
Paid-In
Capital
 
Treasury
Stock
 
Retained
Earnings
 
 
 
Shares
 
Amount
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2011
26,587

 
$
266

 
$
47,342

 
$
(21,496
)
 
$
431,631

 
$
457,743

Net income

 

 

 

 
19,811

 
19,811

Proceeds from exercise of stock options
11

 

 
198

 

 

 
198

Tax benefit on exercise of stock options

 

 
12

 

 

 
12

Stock-based compensation

 

 
746

 

 

 
746

Dividend declared—$0.08 per share

 

 

 

 
(1,708
)
 
(1,708
)
Purchase of treasury stock

 

 

 
(66,638
)
 

 
(66,638
)
Balance at December 31, 2012
26,598

 
266

 
48,298

 
(88,134
)
 
449,734

 
410,164

Net income

 

 

 

 
46,910

 
46,910

Proceeds from exercise of stock options
34

 

 
622

 

 

 
622

Tax benefit on exercise of stock options

 

 
175

 

 

 
175

Stock-based compensation

 

 
364

 

 

 
364

Dividend declared—$0.08 per share

 

 

 

 
(1,654
)
 
(1,654
)
Purchase of treasury stock

 

 

 

 

 

Balance at December 31, 2013
26,632

 
266

 
49,459

 
(88,134
)
 
494,990

 
456,581

Net income

 

 

 

 
37,123

 
37,123

Proceeds from exercise of stock options
25

 
1

 
528

 

 

 
529

Tax benefit on exercise of stock options

 

 
123

 

 

 
123

Stock-based compensation

 

 
488

 

 

 
488

Dividend declared—$0.08 per share

 

 

 

 
(1,657
)
 
(1,657
)
Purchase of treasury stock

 

 

 

 

 

Balance at December 31, 2014
26,657

 
$
267

 
$
50,598

 
$
(88,134
)
 
$
530,456

 
$
493,187

See accompanying notes.

25


Encore Wire Corporation
Consolidated Statements of Cash Flow
For the Years Ended December 31, 2014, 2013, and 2012
(In thousands)
 
2014
 
2013
 
2012
 
 
 
 
 
 
Operating Activities
 
 
 
 
 
Net income
$
37,123

 
$
46,910

 
$
19,811

Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
 
 
 
 
 
Depreciation and amortization
15,453

 
14,788

 
14,280

Deferred income taxes
2,349

 
5,415

 
(6,085
)
Excess tax benefits of options exercised
(123
)
 
(175
)
 
(12
)
Stock-based compensation
703

 
364

 
746

Other
(116
)
 
(604
)
 
(91
)
Changes in operating assets and liabilities:
 
 
 
 
 
Accounts receivable
8,831

 
(17,760
)
 
1,424

Inventories
(7,471
)
 
(7,124
)
 
(165
)
Trade accounts payable and accrued liabilities
9,309

 
2,921

 
3,617

Other assets and liabilities
339

 
2,668

 
(4,110
)
Current income taxes receivable / payable
(3,275
)
 
(185
)
 
645

Net cash provided by (used in) operating activities
63,122

 
47,218

 
30,060

 
 
 
 
 
 
Investing Activities
 
 
 
 
 
Purchases of property, plant and equipment
(44,274
)
 
(44,505
)
 
(40,301
)
Proceeds from sale of assets
75

 
1,039

 
17

Other
(32
)
 

 

Net cash provided by (used in) investing activities
(44,231
)
 
(43,466
)
 
(40,284
)
 
 
 
 
 
 
Financing Activities
 
 
 
 
 
Purchase of treasury stock

 

 
(66,638
)
Proceeds from issuance of common stock, net
529

 
622

 
198

Dividends paid
(1,657
)
 
(1,654
)
 
(1,763
)
Excess tax benefits of options exercised
123

 
175

 
12

Net cash provided by (used in) financing activities
(1,005
)
 
(857
)
 
(68,191
)
 
 
 
 
 
 
Net increase (decrease) in cash and cash equivalents
17,886

 
2,895

 
(78,415
)
Cash and cash equivalents at beginning of year
36,778

 
33,883

 
112,298

Cash and cash equivalents at end of year
$
54,664

 
$
36,778

 
$
33,883

See accompanying notes.

26


Encore Wire Corporation
Notes to Consolidated Financial Statements
December 31, 2014
1. Significant Accounting Policies
Business
The Company conducts its business in one segment – the manufacture of electric building wire, principally NM-B cable, for use primarily as interior wiring in homes, apartments, and manufactured housing, and THHN/THWN-2 cable and metal-clad and armored cable for use primarily as wiring in commercial and industrial buildings. The Company sells its products primarily through 30 manufacturers’ representatives located throughout the United States and, to a lesser extent, through its own direct marketing efforts. The principal customers for Encore’s building wire are wholesale electrical distributors.
Copper, a commodity product, is the principal raw material used in the Company’s manufacturing operations. Copper accounted for 74.7%, 77.6% and 79.0% of the cost of goods sold during 2014, 2013, and 2012, 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 future copper prices or the effect of fluctuations in the cost of copper on the Company’s future operating results. As the Company continues to expand its product offerings with aluminum wire, the cost of aluminum will impact the raw materials discussion throughout this report. During 2014, aluminum rod used to draw into aluminum wire constituted 4.1% of cost of goods sold.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. Intercompany accounts and transactions have been eliminated upon consolidation.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Revenue Recognition
Revenue from the sale of the Company’s products is recognized when goods are shipped to the customer, title and risk of loss are transferred, pricing is fixed or determinable and collection is reasonably assured. A provision for payment discounts and customer rebates is estimated based upon historical experience and other relevant factors and is recorded within the same period that the revenue is recognized.
Freight Expenses
The Company classifies shipping and handling costs as a component of selling, general and administrative expenses. Shipping and handling costs were approximately $24.9 million, $21.7 million and $20.1 million for the years ended December 31, 2014, 2013 and 2012, respectively.
Fair Value of Financial Instruments
Certain items are required to be measured at fair value on a recurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A three-level hierarchy is followed for disclosure to show the extent and level of judgment used to estimate fair value measurements:
Level 1 – Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date.

27


Level 2 – Inputs used to measure fair value, other than quoted prices included in Level 1, are either directly or indirectly observable as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument.
Level 3 – Inputs used to measure fair value are unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.
At December 31, 2014 and 2013, the carrying values of cash and cash equivalents, accounts receivable, trade accounts payable and accrued liabilities approximate fair values due to the short-term nature of these financial instruments.
At December 31, 2014 and 2013, the Company had no financial instruments that were required to be measured at fair value on a recurring basis.
Concentrations of Credit Risk and Accounts Receivable
Accounts receivable represent amounts due from customers (primarily wholesale electrical distributors, manufactured housing suppliers and retail home improvement centers) related to the sale of the Company’s products. Such receivables are uncollateralized and are generally due from a diverse group of customers located throughout the United States. The Company establishes an allowance for losses based upon the makeup of the current portfolio, past bad debt experience and current market conditions.
Allowance for Losses Progression (In Thousands)
2014
 
2013
 
2012
 
 
 
 
 
 
Beginning balance January 1
$
2,065

 
$
2,064

 
$
2,102

(Write offs) of bad debts, net of collections of previous write offs

 
1

 
(38
)
Bad debt provision

 

 

Ending balance at December 31
$
2,065

 
$
2,065

 
$
2,064

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, 2014 and 2013, the Company’s cash equivalents consisted of investments in money market accounts with the Company’s banks.
Inventories
Inventories are stated at the lower of cost, using the last-in, first-out (LIFO) method, or market. The Company evaluates the market value of its raw materials, work-in-process and finished goods inventory primarily based upon current raw material and finished goods prices at the end of each period.
Property, Plant, and Equipment
Depreciation of property, plant and equipment for financial reporting is provided on the straight-line method over the estimated useful lives of the respective assets as follows: buildings and improvements, 15 to 39 years; machinery and equipment, 3 to 15 years; and furniture and fixtures, 3 to 15 years. Accelerated cost recovery methods are used for tax purposes. Repairs and maintenance costs are expensed as incurred.
Stock-Based Compensation
The Company follows the fair value based method in accounting for equity-based compensation. Under the fair value based method, compensation cost is measured at the grant date based on the fair value of the award and is recognized on a straight-line basis over the related service period. Excess tax benefits on stock-based compensation are recognized as an increase to additional paid-in capital and as a part of cash flows from financing activities.

28


Earnings Per Share
Earnings per common and common equivalent share is computed using the weighted average number of shares of common stock and common stock equivalents outstanding during each period. The dilutive effects of stock options, which are common stock equivalents, are calculated using the treasury stock method.
Income Taxes
Income taxes are provided for based on the liability method, resulting in deferred income tax assets and liabilities arising due to temporary differences. Temporary differences are differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years.
Comprehensive Income
Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. There were no differences between comprehensive income and reported income in the periods presented.
2. Inventories
Inventories consist of the following as of December 31:
In Thousands
2014
 
2013
 
 
 
 
Raw materials
$
28,283

 
$
28,293

Work-in-process
19,169

 
21,881

Finished goods
84,020

 
82,997

Total
131,472

 
133,171

Adjust to LIFO cost
(53,221
)
 
(62,391
)
Lower of cost or market adjustment

 

Inventory, net
$
78,251

 
$
70,780

During 2014 and 2013 the Company did not liquidate any LIFO inventory layers established in prior years.
3. Accrued Liabilities
Accrued liabilities consist of the following as of December 31:
In Thousands
2014
 
2013
 
 
 
 
Sales volume discounts payable
$
16,011

 
$
15,898

Property taxes payable
3,510

 
3,226

Commissions payable
2,064

 
2,027

Accrued salaries
4,800

 
1,314

Other accrued liabilities
1,806

 
541

Total accrued liabilities
$
28,191

 
$
23,006

4. Debt
At December 31, 2014 and December 31, 2013, the Company had no debt outstanding.
The Company is party to a Credit Agreement with two banks, Bank of America, N.A., as administrative agent and letter of credit issuer, and Wells Fargo Bank, National Association as syndication agent (as amended, the “Credit Agreement”). The Credit Agreement extends through October 1, 2017, and provides for maximum borrowings of the lesser of $150.0 million or the amount of eligible accounts receivable plus the amount of eligible finished goods and raw materials, less any reserves established by the banks. Additionally, at our request and subject to certain conditions, the commitments under the Credit Agreement may be increased by a maximum of up to $100.0 million as long as existing or new lenders agree to provide such additional commitments. The calculated maximum borrowing amount available at December 31, 2014, as computed under the

29


Credit Agreement, was $149.5 million. 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 Leverage Ratio (as defined in the Credit Agreement), or (2) the base rate (which is the highest of the federal funds rate plus 0.5%, the prime rate, or LIBOR plus 1.0%) plus 0% to 0.25% (depending upon the Leverage Ratio). A commitment fee ranging from 0.15% to 0.30% (depending upon the Leverage Ratio) is payable on the unused line of credit. At December 31, 2014, there were no borrowings outstanding under the Credit Agreement. Obligations under the Credit Agreement are the only contractual borrowing obligations or commercial borrowing commitments of the Company.
Obligations under the Credit Agreement are unsecured and contain customary covenants and events of default. The Company was in compliance with the covenants as of December 31, 2014.
The Company paid interest totaling $285,000, $265,000 and $313,000 in 2014, 2013 and 2012, respectively. The Company did not capitalize any interest in 2014, 2013 and 2012.
5. Income Taxes
The provisions for income tax expense are summarized as follows for the years ended December 31:
In Thousands
2014
 
2013
 
2012
 
 
 
 
 
 
Current:
 
 
 
 
 
Federal
$
15,742

 
$
17,011

 
$
14,609

State
943

 
1,347

 
1,041

Deferred
2,349

 
5,415

 
(6,085
)
Total Income Tax Expense
$
19,034

 
$
23,773

 
$
9,565

The differences between the provision for income taxes and income taxes computed using the federal income tax rate are as follows for the years ended December 31:
In Thousands
2014
 
2013
 
2012
 
 
 
 
 
 
Amount computed using the statutory rate
$
19,655

 
$
24,739

 
$
10,282

State income taxes, net of federal tax benefit
691

 
1,063

 
463

Qualified domestic production activity deduction
(1,698
)
 
(1,797
)
 
(1,522
)
Other items
386

 
(232
)
 
342

Total Income Tax Expense
$
19,034

 
$
23,773

 
$
9,565

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. This deduction lowered the Company’s effective tax rate by approximately 3.0%, 2.5% and 5.1% for 2014, 2013 and 2012, respectively.

30


The tax effect of each type of temporary difference giving rise to the net deferred tax liability at December 31, 2014 and 2013 is as follows:
 
Deferred Tax Asset (Liability)
 
2014
 
2013
In Thousands
Current
 
Non-current
 
Current
 
Non-current
 
 
 
 
 
 
 
 
Depreciation
$

 
$
(20,226
)
 
$

 
$
(21,327
)
Inventory
(451
)
 

 
3,104

 

Allowance for doubtful accounts
749

 

 
749

 

Uniform capitalization rules
463

 

 
309

 

Other
545

 

 
594

 

Deferred income tax asset (liability)
$
1,306

 
$
(20,226
)
 
$
4,756

 
$
(21,327
)
The Company made income tax payments of $20.0 million in 2014, $18.5 million in 2013 and $15.0 million in 2012.
The Company’s federal income tax returns for the years subsequent to December 31, 2010 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, 2009. The Company has no reserves for uncertain tax positions as of December 31, 2014. Interest and penalties resulting from audits by tax authorities have been immaterial and are included in the provision for income taxes in the consolidated statements of income.
6. Stock-Based Compensation
Total stock-based compensation expense by type of award was as follows for the years ended December 31:
In Thousands
2014
 
2013
 
2012
 
 
 
 
 
 
Stock options
$
488

 
$
364

 
$
746

Stock appreciation rights (“SARs”)
$
215

 
$

 
$

Total stock-based compensation expense
$
703

 
$
364

 
$
746

 
 
 
 
 
 
Tax benefit on exercise of stock options
$
123

 
$
175

 
$
12

Stock Options:
In 2010, the Board of Directors adopted a new stock option plan called the Encore Wire 2010 Stock Option Plan (the “2010 Stock Option Plan”) which was approved by the Company’s stockholders at the 2010 Annual Meeting of Stockholders. Similar to the “1999 Stock Option Plan”, which expired on June 28, 2009, the 2010 Stock Option Plan permits the grant of stock options to directors, officers and employees of the Company. The Company granted stock option awards in 2014 and 2012 with exercise prices equal to the fair market value of its stock on the date of grant of the options. These options vest ratably over a period of five years from the time the options were granted. No options were granted in 2013. The maximum term of any option granted under the 1999 or 2010 Stock Option Plan is ten years. As of December 31, 2014, 298,500 options were available to be granted in the future under the 2010 Stock Option Plan.

31


The following presents a summary of stock option activity for the year ended December 31, 2014:
 
Number
of
Shares
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Term
 
Aggregate
Intrinsic Value
(In Thousands)
 
 
 
 
 
 
 
 
Outstanding at January 1, 2014
309,250

 
$
25.73

 
 
 
 
Granted
49,000

 
51.63

 
 
 
 
Exercised
(25,350
)
 
20.84

 
 
 
 
Forfeited/Cancelled
(2,000
)
 
24.93

 
 
 
 
Outstanding at December 31, 2014
330,900

 
$
29.95

 
5.41
 
$
3,175

Vested and exercisable at December 31, 2014
199,179

 
$
25.27

 
3.81
 
$
2,433

The fair value of stock options granted during the years ended December 31, 2014, 2013, and 2012, was estimated on the date of grant using a Black-Scholes option pricing model and the following weighted average assumptions:
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
 
 
 
 
 
Risk-free interest rate
1.57
%
 
n/a
 
0.78
%
Expected dividend yield
0.15
%
 
n/a
 
0.28
%
Expected volatility
32.9
%
 
n/a
 
44.9
%
Expected lives
5.0 years

 
n/a
 
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. The expected dividend yield is based on the annualized dividend payment paid on common shares.
ASC 718 requires the estimation of forfeitures when recognizing compensation expense and adjustment of the estimated forfeiture rate over the requisite service period should actual forfeitures differ from such estimates. Changes in estimated forfeitures are recognized through a cumulative catch-up adjustment, which is recognized in the period of change and impacts the amount of un-recognized compensation expense to be recorded in future periods.
During the years ended December 31, 2014, 2013, and 2012, the weighted average grant date fair value of options granted was $16.03, n/a and $11.11, respectively, and the total intrinsic value of options exercised was $0.7 million, $0.8 million and $0.1 million, respectively. As of December 31, 2014, total unrecognized compensation cost related to non-vested stock options of $1.2 million was expected to be recognized over a weighted average period of 3.1 years.
Stock Appreciation Rights:
In 2014, the Board of Directors adopted a new stock appreciation rights plan called the Encore Wire 2014 Stock Appreciation Rights Plan (the “2014 SARs Plan”). The 2014 SARs Plan permits the grant of stock appreciation rights ("SARs") that may only be settled in cash to non-executive officers and employees of the Company. The Company granted SARs for the first time in 2014 for a nominal amount. SARs granted to employees vest ratably over a period of five years from the time the SARs were granted. The maximum term of any SARs granted under the 2014 SARs Plan is ten years. These awards are classified as liability awards. Compensation cost for these awards is determined using a fair value method and remeasured at each reporting date until the date of settlement. Stock-based compensation expense recognized is based on SARs ultimately expected to vest, and therefore it has been reduced for estimated forfeitures. As of December 31, 2014, a total of 133,000 SARs were outstanding under the 2014 SARs Plan.

32


7. Earnings Per Share
The following table sets forth certain components of the computation of basic and diluted earnings per share for the year ended December 31:
In Thousands
2014
 
2013
 
2012
 
 
 
 
 
 
Numerator:
 
 
 
 
 
Net income
$
37,123

 
$
46,910

 
$
19,811

 
 
 
 
 
 
Denominator:
 
 
 
 
 
Denominator for basic earnings per share – weighted average shares
20,714

 
20,676

 
21,680

 
 
 
 
 
 
Effect of dilutive securities:
 
 
 
 
 
Employee stock options
107

 
88

 
52

 
 
 
 
 
 
Denominator for diluted earnings per share – weighted average shares
20,821

 
20,764

 
21,732

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:
In Thousands, Except Per Share Data
2014
 
2013
 
2012
 
 
 
 
 
 
Weighted average anti-dilutive stock options
54

 
191

 
179

 
 
 
 
 
 
Weighted average exercise price per share
$
49.90

 
$
31.16

 
$
31.37

8. Stockholders’ Equity
On November 10, 2006, the Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to an authorized amount of shares of its common stock on the open market or through privately negotiated transactions at prices determined by the President of the Company during the term of the program. The Company’s Board of Directors has authorized several increases and annual extensions of this stock repurchase program. As of December 31, 2014, the repurchase authorization had 1,225,750 shares remaining authorized through March 31, 2016. The Company made no repurchases of stock in 2014 or 2013. Other than the Company’s repurchase of 2,774,250 shares of common stock owned by Capital Southwest Venture Corporation on May 14, 2012, all shares purchased under the program were purchased on the open market by the Company’s broker pursuant to a Rule 10b5-1 plan announced on November 28, 2007.
9. Contingencies
On July 7, 2009, Southwire Company, a Delaware corporation (“Southwire”), filed a complaint for patent infringement against the Company and Cerro Wire, Inc. (“Cerro”) in the United States District Court for the Eastern District of Texas. In the complaint, Southwire alleged that the Company infringed one or more claims of United States Patent No. 7,557,301 (the “‘301 patent”), entitled “Method of Manufacturing Electrical Cable Having Reduced Required Force for Installation,” by making and selling electrical cables, including the Company’s Super Slick cables. The case has been transferred to the Northern District of Georgia and the parties have agreed to stay it pending reexamination of the ‘301 patent by the United States Patent and Trademark Office (the “USPTO”). On June 23, 2011, the USPTO issued an office action in the reexamination finally rejecting all the claims of the ‘301 patent. Southwire responded to these final rejections on August 8, 2011 by submitting substantially amended claims. The examiner determined that the amended claims captured patentable subject matter and on September 21, 2011 issued a notice that a reexamination certificate would be issued evidencing the patentability of the amended claims. The reexamination certificate was issued on the ‘301 patent on December 27, 2011. Subsequent to the issuance of the ‘301 reexamination certificate, a new inter partes reexamination proceeding was instituted by Cerro Wire against the reexamined ‘301 patent. At this time all of the claims of the reexamined ‘301 patent have been rejected by the USPTO. This decision is not final.

33


On July 2, 2010, the Company filed a complaint against Southwire in the Northern District of Georgia. The complaint alleged that Southwire was using a deceptively misdescriptive trademark on its SimPull products, and that Southwire had made false statements about the Company’s Slick Wire products. Southwire’s United States Patent No. 7,749,024 (“the ‘024 patent”) issued on July 6, 2010. The morning the patent issued, the Company amended its complaint to seek a declaratory judgment that the Company’s Slick Wire products do not infringe the ‘024 patent. Later that same day, Southwire filed a separate complaint against the Company and Cerro Wire in the Eastern District of Texas alleging infringement of the ‘024 patent. The Company’s complaint against Southwire was stayed by agreement on April 11, 2011. The case will remain stayed until the USPTO issues a certificate of reexamination of the ‘024 patent. The complaint filed by Southwire in the Eastern District of Texas has been voluntarily dismissed and Southwire will have the option to pursue its claims against the Company in the Northern District of Georgia, once the reexamination is completed. On October 8, 2010, the Company filed a request with the USPTO for an inter partes reexamination of the ‘024 patent. On November 9, 2010, the USPTO ordered the reexamination of the ‘024 patent. In ordering reexamination of Southwire’s ‘024 patent, the USPTO determined that the Company’s submission of prior art raised a substantial new question of patentability of the claims of the ‘024 patent. On December 3, 2010, the USPTO issued a non-final office action rejecting all of the claims of the ‘024 Patent. Southwire filed a response to the non-final office action on February 3, 2011, which included legal arguments and supporting technical declarations. The Company filed its comments to the Southwire response on March 3, 2011, including points and authorities, legal arguments, and supporting technical declarations. On July 9, 2012, the Examiner issued an Action Closing Prosecution (“ACP”) finally rejecting patent claims 4-7 and 9-12 in the reexamination of the ‘024 patent. On August 15, 2012, Southwire filed a response to the ACP, which included extensive proposed claim amendments and arguments supporting the patentability of the proposed amended claims. The Company filed its comments to the Southwire response to the ACP on September 13, 2012, including points and authorities, legal arguments, and a supporting technical declaration. The Examiner refused entry of Southwire’s proposed amendments and maintained the rejection of all the claims under reexamination in a Right of Appeal Notice mailed September 28, 2012. On October 17, 2012, Southwire filed two petitions requesting that the reexamination be reopened or, in the alternative, that the proposed amendments presented in its September 13, 2012 response to ACP be entered into the record. Southwire filed a Notice of Appeal on October 29, 2012 and its Appellant’s Brief on December 31, 2012, followed by the Company filing its Respondent’s Brief on January 25, 2013. The petitions filed by Southwire on October 17, 2012 were denied by the USPTO in a decision mailed April 5, 2013. The Examiner’s Brief was mailed on July 16, 2013. Southwire filed its Rebuttal Brief on August 16, 2013.
On March 28, 2014, the Patent Trial and Appeal Board (“PTAB”) issued its Decision on Appeal. In its opinion, the PTAB fully addressed one of nine grounds of rejection of the claims under reexamination as obvious in view of the prior art, sustaining the rejections of some of the claims, but reversing the rejections of other claims. In light of the PTAB’s failure to address the remaining eight grounds of rejection with regards to these narrower claims, the Company filed a Request for Rehearing on April 22, 2014. The PTAB issued its Decision on the Request for Rehearing on November 3, 2014, but still reversed the Examiner’s rejection of some of the claims. Southwire and the Company have each appealed the PTAB’s Decision to the Federal Circuit and Opening Briefs are due on March 10, 2015.
The parties convened on March 21, 2012 and August 27, 2012 for settlement conferences regarding the ‘301 patent lawsuit. Such settlement conferences did not result in any negotiation, agreement, decision or other development that the Company believed is material to such lawsuit. Settlement discussions continue between the parties. The potentially applicable factual and legal issues related to the above claims asserted against the Company have not been resolved. The Company disputes all of Southwire’s claims and alleged damages and intends to vigorously defend the lawsuits and vigorously pursue its own claims against Southwire if and when the litigation resumes. The Company is from time to time involved in litigation, certain other claims and arbitration matters arising in the ordinary course of its business. The Company accrues for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Significant judgment is required in both the determination of the probability of a loss and the determination as to whether a loss is reasonably estimable. Any such accruals are reviewed at least quarterly and adjusted to reflect the effects of negotiations, settlements, rulings, advice of legal counsel and technical experts and other information and events pertaining to a particular matter. To the extent there is a reasonable possibility (within the meaning of ASC 450) that probable losses could exceed amounts already accrued, if any, and the additional loss or range of loss is able to be estimated, management discloses the additional loss or range of loss.
For matters where the Company has evaluated that a loss is not probable, but is reasonably possible, the Company will disclose an estimate of the possible loss or range of loss or make a statement that such an estimate cannot be made. In some instances, for reasonably possible losses, the Company cannot estimate the possible loss or range of loss. The nature and progression of litigation can make it difficult to predict the impact a particular lawsuit will have on the Company. There are many reasons that the Company cannot make these assessments, including, among others, one or more of the following: the early stages of a proceeding; damages sought that are unspecified, unsupportable, unexplained or uncertain; discovery is incomplete; the complexity of the facts that are in dispute; the difficulty of assessing novel claims; the parties not having engaged in any

34


meaningful settlement discussions; the possibility that other parties may share in any ultimate liability; and/or the often slow pace of litigation.
At this time, given the status of the proceedings, the complexities of the facts in dispute and the multiple claims involved, the Company has not concluded that a probable loss exists with respect to the Southwire litigation. Accordingly, no accrual has been made. Additionally, given the aforementioned uncertainties, while it is reasonably possible we may incur a loss, the Company is unable to estimate any possible loss or range of losses.
10. Encore Wire Corporation 401(k) Profit Sharing Plan
The Company sponsors a tax qualified 401(k) profit sharing plan known as the Encore Wire Corporation 401(k) Profit Sharing Plan (the “401(k) Plan”) that is intended to provide participating employees an opportunity to save money for retirement. Effective January 1, 2015, employees are immediately eligible to participate in the 401(k) Plan and to receive matching contributions after attaining age 18. Employees who do not take action to either enroll or decline to enroll in the 401(k) Plan within a 30 day notification period, are automatically enrolled in the Plan with a pre-tax contribution rate equal to 5% of their eligible compensation (as defined in the 401(k) Plan). Prior to January 1, 2015, the 401(k) Plan did not provide for automatic enrollment, and employees were eligible to participate in the 401(k) Plan and to receive matching contributions after attaining age 21 and completing one year of service (as defined in the 401(k) Plan).
Eligible employees may elect to contribute between 1% and 50% of eligible compensation to the 401(k) Plan on a pre-tax basis, up to IRS limits. These employee contributions are called elective deferral contributions. The Company matches a portion of the elective deferral contributions made to the 401(k) Plan by eligible employees. The 401(k) Plan provides for a safe-harbor matching contribution equal to 100% of the first 3% of an employee’s eligible compensation contributed to the 401(k) Plan and 50% of the next 2% of eligible compensation contributed by such employee to the 401(k) Plan for the year. Employer safe harbor matching contributions made to the 401(k) Plan for eligible participants are 100% vested.
The Company’s matching contributions were $0.9 million, $0.9 million and $0.7 million in years 2014, 2013 and 2012, respectively.
At the discretion of its Board of Directors, the Company may, but is not required to, make profit-sharing contributions to the 401(k) Plan on behalf of its employees. The Company made no profit-sharing contributions for 2014, 2013 or 2012. Effective January 1, 2015, any profit-sharing contributions that are made to the 401(k) Plan will be 100% vested.
Participants are permitted to choose how contributions made to the 401(k) Plan by or for them are invested. If a participant does not make an investment election, the contributions will be invested in the moderate risk tolerance based balanced portfolio which serves as the 401(k) Plan's qualified default investment alternative.
11. Related Party Transactions
The Company purchases certain finished goods inventory components from a company that is partially owned by a family member of an individual serving on its Board of Directors. The Company purchases these products from this company, which totaled approximately $13.1 million, $12.0 million and $8.1 million in 2014, 2013 and 2012, respectively, at prices that we believe are no less favorable than prices available from non-affiliated parties. Additionally, for a minor portion of its freight requirements, the Company uses a freight carrier that is owned by a family member of one of the Company’s executive officers. During fiscal years 2014, 2013 and 2012, amounts paid to the affiliated freight carrier were not significant. The Company obtains quotes and purchases these items from other vendors at prices that confirm that the Company is obtaining prices that are no less favorable than prices available from non-affiliated parties. Each of these transactions was approved by the Audit Committee pursuant to Encore Wire Corporation’s Related Party Transactions Policy.
In February 2012, the Company entered into a Registration Rights Agreement with Capital Southwest Corporation and Capital Southwest Venture Corporation (together, “Capital Southwest”), pursuant to which the Company agreed to register the offer and sale of 4,086,750 shares of common stock of the Company held by Capital Southwest on a registration statement on Form S-3 (the “Registration Statement”). In exchange for registration of the offer and sale of such shares, Capital Southwest agreed to reimburse the Company for all costs, fees and expenses incurred by the Company in connection with such registration, unless the Registration Statement did not become effective solely due to the actions or omissions of the Company and without fault of Capital Southwest. The disinterested members of the board of directors of the Company approved the Company entering into the Registration Rights Agreement.
On May 14, 2012, the Company repurchased 2,774,250 shares of common stock owned by Capital Southwest Venture Corporation at an aggregate purchase price of $66,638,000, based on a price of $24.02 per share. A special committee of the board of directors comprised of disinterested members of the board approved the Company repurchasing such shares.  On

35


November 19, 2014, Capital Southwest issued a press release announcing that it had exited its investment in the Company.  Accordingly, the Company believes it has no further obligations under the Registration Rights Agreement.
12. Quarterly Financial Information (Unaudited)
The following is a summary of the unaudited quarterly financial information for the two years ended December 31, 2014 and 2013 (in thousands, except per share data):
 
Three Months Ended
2014
March 31
 
June 30
 
September 30
 
December 31
 
 
 
 
 
 
 
 
Net sales
$
277,198

 
$
307,088

 
$
297,351

 
$
285,342

Gross profit
32,176

 
33,512

 
34,073

 
25,217

Net income (loss)
10,854

 
10,154

 
11,063

 
5,053

Net income (loss) per common share – basic
0.52

 
0.49

 
0.53

 
0.24

Net income (loss) per common share – diluted
0.52

 
0.49

 
0.53

 
0.24

 
Three Months Ended
2013
March 31