##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2008
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from            to
 Commission File Number 001-33337
 COLEMAN CABLE, INC.
  Delaware
(State or other jurisdiction of incorporation or organization)
    
    36-4410887
(I.R.S. Employer Identification No.)
 1530 Shields Drive, Waukegan, Illinois 60085
 (847) 672-2300
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




---



##### 



INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited)
    
    
    1Condensed Consolidated Statements of Income for the three months ended March 31, 2008 and 2007
    
    
    1Condensed Consolidated Balance Sheets as of March 31, 2008 and 2007 and December 31, 2007
    
    
    2Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2008 and 2007
    
    
    3Notes to Condensed Consolidated Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    19Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    27Item 4. Controls and Procedures
    
    
    27PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    27Item 5. Other InformationSignatures
    
    
    28Exhibit Index
    
    
    29Certification of Chief Executive OfficerCertification of Chief Financial OfficerSection 1350 Certification




---



##### Table of Contents



PART I.
 
 ITEM 1. Financial Statements
 COLEMAN CABLE, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 (Thousands, except per share data)
 (unaudited)
 Three months ended March 31,2008
    
    
    2007NET SALES
    
    $
    252,483
    
    
    $
    109,396COST OF GOODS SOLD
    
    
    223,634
    
    
    
    92,910GROSS PROFIT
    
    
    28,849
    
    
    
    16,486SELLING, ENGINEERING, GENERAL
AND ADMINISTRATIVE EXPENSES
    
    
    12,761
    
    
    
    8,480INTANGIBLE AMORTIZATION EXPENSE
    
    
    2,662
    
    
    
    RESTRUCTURING CHARGES
    
    
    176
    
    
    
    364OPERATING INCOME
    
    
    13,250
    
    
    
    7,642INTEREST EXPENSE, NET
    
    
    7,804
    
    
    
    3,104OTHER LOSS, NET
    
    
    121
    
    
    
    10INCOME BEFORE INCOME TAXES
    
    
    5,325
    
    
    
    4,528INCOME TAX EXPENSE
    
    
    2,067
    
    
    
    1,734NET INCOME
    
    $
    3,258
    
    
    $
    2,794EARNINGS PER COMMON SHARE DATANET INCOME PER SHAREBasic
    
    $
    0.19
    
    
    $
    0.17Diluted
    
    
    0.19
    
    
    
    0.17WEIGHTED AVERAGE COMMON
SHARES OUTSTANDINGBasic
    
    
    16,787
    
    
    
    16,787Diluted
    
    
    16,800
    
    
    
    16,787
  1




---



##### Table of Contents



COLEMAN CABLE, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (Thousands, except per share data)
 (unaudited)
 March 31,
    
    
    March 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2007ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    3,900
    
    
    $
    28,156
    
    
    $
    8,877Accounts receivable, less allowance for
uncollectible accounts of $4,046, $2,197 and
$4,601, respectively
    
    
    147,126
    
    
    
    71,127
    
    
    
    159,133Inventories
    
    
    147,053
    
    
    
    56,196
    
    
    
    138,359Deferred income taxes
    
    
    3,488
    
    
    
    2,215
    
    
    
    3,776Assets held for sale
    
    
    661
    
    
    
    661
    
    
    
    661Prepaid expenses and other current assets
    
    
    9,759
    
    
    
    5,648
    
    
    
    8,647Total current assets
    
    
    311,987
    
    
    
    164,003
    
    
    
    319,453PROPERTY, PLANT AND EQUIPMENT:Land
    
    
    2,772
    
    
    
    419
    
    
    
    2,772Buildings and leasehold improvements
    
    
    14,773
    
    
    
    6,913
    
    
    
    14,780Machinery, fixtures and equipment
    
    
    104,158
    
    
    
    44,429
    
    
    
    101,701121,703
    
    
    
    51,761
    
    
    
    119,253Less accumulated depreciation and amortization
    
    
    (46,240
    )
    
    
    (31,773
    )
    
    
    (42,918
    )Construction in progress
    
    
    4,573
    
    
    
    399
    
    
    
    3,628Property, plant and equipment, net
    
    
    80,036
    
    
    
    20,387
    
    
    
    79,963GOODWILL
    
    
    110,975
    
    
    
    60,635
    
    
    
    108,461INTANGIBLE
ASSETS, NET OF AMORTIZATION of $10,318, $0, and $7,669, respectively
    
    
    55,532
    
    
    
    
    
    
    
    58,181OTHER ASSETS, NET
    
    
    9,138
    
    
    
    4,924
    
    
    
    9,594TOTAL ASSETS
    
    $
    567,668
    
    
    $
    249,949
    
    
    $
    575,652LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt
    
    $
    946
    
    
    $
    955
    
    
    $
    936Accounts payable
    
    
    37,162
    
    
    
    26,675
    
    
    
    49,519Accrued liabilities
    
    
    36,905
    
    
    
    17,212
    
    
    
    38,473Total current liabilities
    
    
    75,013
    
    
    
    44,842
    
    
    
    88,928LONG-TERM DEBT
    
    
    369,665
    
    
    
    121,361
    
    
    
    366,905LONG-TERM LIABILITIES, NET
    
    
    1,429
    
    
    
    
    
    
    
    281DEFERRED INCOME TAXES
    
    
    21,797
    
    
    
    2,450
    
    
    
    23,567SHAREHOLDERS EQUITY:Common stock, par value $0.001; 75,000
authorized; and 16,787 issued and outstanding on
March 31, 2008, on March 31, 2007 and December
31, 2007
    
    
    17
    
    
    
    17
    
    
    
    17Additional paid-in capital
    
    
    84,312
    
    
    
    81,082
    
    
    
    83,709Retained earnings
    
    
    15,551
    
    
    
    197
    
    
    
    12,293Accumulated other comprehensive loss
    
    
    (116
    )
    
    
    
    
    
    
    (48
    )Total shareholders equity
    
    
    99,764
    
    
    
    81,296
    
    
    
    95,971TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    567,668
    
    
    $
    249,949
    
    
    $
    575,652
  2




---



##### Table of Contents



COLEMAN CABLE, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Thousands)
 (unaudited)
 Three months ended March 31,2008
    
    
    2007CASH FLOW FROM OPERATING ACTIVITIES:Net income
    
    $
    3,258
    
    
    $
    2,794Adjustments to reconcile net income to net cash flow from operating activities:Depreciation and amortization
    
    
    7,149
    
    
    
    1,346Stock-based compensation
    
    
    603
    
    
    
    973Deferred tax provision (credit)
    
    
    (263
    )
    
    
    (353
    )(Gain) loss on disposal of fixed assets
    
    
    68
    
    
    
    (1
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    12,053
    
    
    
    (8,809
    )Inventories
    
    
    (8,728
    )
    
    
    10,569Prepaid expenses and other assets
    
    
    (1,147
    )
    
    
    (3,474
    )Accounts payable
    
    
    (11,528
    )
    
    
    13,545Accrued liabilities
    
    
    (4,997
    )
    
    
    (2,370
    )Net cash flow from operating activities
    
    
    (3,532
    )
    
    
    14,220CASH FLOW FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (4,350
    )
    
    
    (302
    )Acquisition
of businesses, net of cash acquired
    
    
    16
    
    
    
    Proceeds from sale of fixed assets
    
    
    13
    
    
    
    7Net cash flow from investing activities
    
    
    (4,321
    )
    
    
    (295
    )CASH FLOW FROM FINANCING ACTIVITIES:Net borrowings (repayments) under revolving loan facilities
    
    
    3,047
    
    
    
    Common stock issuance costs
    
    
    
    
    
    
    (312
    )Repayment of long-term debt
    
    
    (224
    )
    
    
    (191
    )Net cash flow from financing activities
    
    
    2,823
    
    
    
    (503
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    53
    
    
    
    INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (4,977
    )
    
    
    13,422CASH AND CASH EQUIVALENTS  Beginning of period
    
    
    8,877
    
    
    
    14,734CASH AND CASH EQUIVALENTS  End of period
    
    $
    3,900
    
    
    $
    28,156NONCASH ACTIVITYUnpaid capital expenditures
    
    
    1,312
    
    
    
    39Capital lease obligation
    
    
    104
    
    
    
    SUPPLEMENTAL CASH FLOW INFORMATIONIncome taxes paid
    
    
    936
    
    
    
    1,065Cash interest paid
    
    
    1,818
    
    
    
    208
  3




---



##### Table of Contents



COLEMAN CABLE, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Thousands, except per share data)  (unaudited)
 1. BASIS OF PRESENTATION
   2. NEW ACCOUNTING PRONOUNCEMENTS
 Business Combinations
 Fair Value Measurements.
 The Fair Value Option for Financial Assets and
Financial Liabilities including an Amendment of FASB Statement No. 115
 Noncontrolling Interests in Consolidated
Financial Statements  an amendment of ARB No. 51
 Disclosures about Derivative Instruments and
Hedging Activitiesan Amendment of FASB Statement No. 133
 4




---



##### Table of Contents



3. ACQUISITIONS
 Copperfield, LLC
   Woods Industries
  Purchase Price Allocations
 Business Combinations
  Copperfield
    
    
    Woods
    
    
    TotalCash and cash equivalents
    
    $
    639
    
    
    $
    4,884
    
    
    $
    5,523Accounts receivable
    
    
    61,592
    
    
    
    30,752
    
    
    
    92,344Inventories
    
    
    41,601
    
    
    
    27,231
    
    
    
    68,832Prepaid expenses and other current assets
    
    
    832
    
    
    
    2,942
    
    
    
    3,774Property, Plant and equipment
    
    
    62,656
    
    
    
    1,604
    
    
    
    64,260Intangible assets
    
    
    64,400
    
    
    
    1,400
    
    
    
    65,800Goodwill
    
    
    43,733
    
    
    
    6,614
    
    
    
    50,347Other assets
    
    
    607
    
    
    
    
    
    
    
    607Total assets acquired
    
    
    276,060
    
    
    
    75,427
    
    
    
    351,487Current liabilities
    
    
    (36,806
    )
    
    
    (21,097
    )
    
    
    (57,903
    )Long-term liabilities
    
    
    (42
    )
    
    
    
    
    
    
    (42
    )Deferred income taxes
    
    
    (23,763
    )
    
    
    (527
    )
    
    
    (24,290
    )Total liabilities assumed
    
    
    (60,611
    )
    
    
    (21,624
    )
    
    
    (82,235
    )Net assets acquired
    
    $
    215,449
    
    
    $
    53,803
    
    
    $
    269,252
  5




---



##### Table of Contents



Weighted AverageAmortization Period
    
    
    Copperfield
    
    
    Woods
    
    
    TotalCustomer relationships
    
    
    4
    
    
    $
    55,600
    
    
    $
    900
    
    
    $
    56,500Trademarks and trade names
    
    
    11
    
    
    
    7,800
    
    
    
    500
    
    
    
    8,300Non-competition agreements
    
    
    2
    
    
    
    1,000
    
    
    
    
    
    
    
    1,000Total intangible assets
    
    
    
    
    
    $
    64,400
    
    
    $
    1,400
    
    
    $
    65,800
  Unaudited Selected Pro Forma Financial Information
  Three monthsended2007Net sales
    
    $
    275,219Net income
    
    $
    3,897Earnings per share:Basic
    
    $
    0.23Diluted
    
    $
    0.23
 4. RESTRUCTURING AND INTEGRATION ACTIVITIES
 Copperfield Integration
   2008 Activities- Consolidation of Distribution Facilities, Including Woods U.S.
  6




---



##### Table of Contents



EmployeeSeveranceand
    
    
    Lease
    
    
    Equipment
    
    
    OtherRelocation
    
    
    Termination
    
    
    Relocation
    
    
    ClosingCosts
    
    
    Costs
    
    
    Costs
    
    
    Costs
    
    
    TotalBALANCE  December 31, 2007
    
    $
    385
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    385Provision
    
    
    
    
    
    
    
    
    
    
    64
    
    
    
    87
    
    
    
    151Purchase accounting adjustments
    
    
    613
    
    
    
    2,510
    
    
    
    
    
    
    
    26
    
    
    
    3,149Uses
    
    
    (24
    )
    
    
    (81
    )
    
    
    (64
    )
    
    
    (87
    )
    
    
    (256
    )BALANCE  March 31, 2008
    
    $
    974
    
    
    $
    2,429
    
    
    $
    
    
    
    $
    26
    
    
    $
    3,429
 2006 Restructuring Activities
  5. INVENTORIES
  March 31,
    
    
    March 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2007FIFO cost:Raw materials
    
    $
    39,319
    
    
    $
    11,754
    
    
    $
    31,626Work in progress
    
    
    4,351
    
    
    
    4,454
    
    
    
    4,324Finished products
    
    
    103,383
    
    
    
    39,988
    
    
    
    102,409Total
    
    $
    147,053
    
    
    $
    56,196
    
    
    $
    138,359
 7




---



##### Table of Contents



6. ACCRUED LIABILITIES
  DecemberMarch 31, 2008
    
    
    March 31, 2007
    
    
    31, 2007Salaries, wages and employee benefits
    
    $
    5,106
    
    
    $
    2,774
    
    
    $
    9,503Sales incentives
    
    
    8,452
    
    
    
    3,465
    
    
    
    14,383Income taxes
    
    
    
    
    
    
    1,590
    
    
    
    Interest
    
    
    12,258
    
    
    
    5,919
    
    
    
    6,505Other
    
    
    11,089
    
    
    
    3,464
    
    
    
    8,082Total
    
    $
    36,905
    
    
    $
    17,212
    
    
    $
    38,473
 7. DEBT
 December 31,March 31, 2008
    
    
    March 31, 2007
    
    
    2007Revolving credit facility expiring April 2012
    
    $
    126,485
    
    
    $
    
    
    
    $
    123,4389.875% Senior notes due October 2012, including unamortized premium of
$2,823, $0, and $2,980, respectively
    
    
    242,823
    
    
    
    120,000
    
    
    
    242,980Capital lease obligations
    
    
    772
    
    
    
    1,034
    
    
    
    782Other long-term debt, annual interest rates up to 6.5%, payable through 2018
    
    
    531
    
    
    
    1,282
    
    
    
    641370,611
    
    
    
    122,316
    
    
    
    367,841Less current portion
    
    
    (946
    )
    
    
    (955
    )
    
    
    (936
    )Long-term debt
    
    $
    369,665
    
    
    $
    121,361
    
    
    $
    366,905
 Revolving Credit Facility
      8




---



##### Table of Contents



9.875% Senior Notes
   8. EARNINGS PER SHARE
  Three Months Ended March 31,2008
    
    2007Basic weighted average shares outstanding
    
    
    16,787
    
    
    
    16,787Dilutive effect of share-based awards
    
    
    13
    
    
    
    Diluted weighted average share outstanding
    
    
    16,800
    
    
    
    16,787
  9.
SHAREHOLDERS EQUITY
 Stock-Based Compensation
  9




---



##### Table of Contents



Stock Options
   Weighted-AverageWeighted-Average
    
    
    Remaining
    
    
    AggregateExercise
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Price
    
    
    Terms
    
    
    ValueOutstanding January 1, 2008
    
    
    888
    
    
    $
    15.52
    
    
    
    8.8
    
    
    
    Granted
    
    
    206
    
    
    
    8.38
    
    
    
    9.8Exercised
    
    
    
    
    
    
    Forfeited or expired
    
    
    
    
    
    
    Outstanding March 31, 2008
    
    
    1,094
    
    
    $
    14.17
    
    
    
    8.8
    
    
    
    569Vested or expected to vest
    
    
    1,007
    
    
    $
    14.20
    
    
    
    
    
    
    
    526Exercisable
    
    
    
    
    
    
    
  Stock Awards
  Comprehensive
Income
 Three Months Ended March 31,2008
    
    2007Net Income
    
    $
    3,258
    
    
    $
    2,794Other comprehensive incomeCurrency
translation adjustment, net of tax
    
    
    (68
    )
    
    
    Total
comprehensive income
    
    $
    3,190
    
    
    $
    2,794
 10. RELATED PARTIES
    10




---



##### Table of Contents



11. INVENTORY THEFT
  12. COMMITMENTS AND CONTINGENCIES
 Operating Leases
  Legal Matters
    Tax Matters Agreement
   13. BUSINESS SEGMENT INFORMATION
  11




---



##### Table of Contents



Three months ended March 31,2008
    
    
    2007Net Sales:Distribution Segment
    
    $
    164,627
    
    
    $
    101,963OEM Segment
    
    
    87,856
    
    
    
    7,433Total
    
    $
    252,483
    
    
    $
    109,396Operating Income:Distribution Segment
    
    $
    16,290
    
    
    $
    8,792OEM Segment
    
    
    2,734
    
    
    
    281Total segments
    
    
    19,024
    
    
    
    9,073Corporate
    
    
    (5,774
    )
    
    
    (1,431
    )Consolidated operating income
    
    $
    13,250
    
    
    $
    7,642
   14. SUPPLEMENTAL GUARANTOR INFORMATION
  12




---



##### Table of Contents



COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2008
 Guarantor
    
    Non GuarantorParent
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    TotalNET SALES
    
    $
    109,617
    
    
    $
    133,899
    
    
    $
    8,967
    
    
    $
    
    
    
    $
    252,483COST OF GOODS SOLD
    
    
    92,777
    
    
    
    124,922
    
    
    
    5,935
    
    
    
    
    
    
    
    223,634GROSS PROFIT
    
    
    16,840
    
    
    
    8,977
    
    
    
    3,032
    
    
    
    
    
    
    
    28,849SELLING, ENGINEERING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    10,530
    
    
    
    1,179
    
    
    
    1,052
    
    
    
    
    
    
    
    12,761INTANGIBLE
AMORTIZATION
    
    
    92
    
    
    
    2,537
    
    
    
    33
    
    
    
    
    
    
    
    2,662RESTRUCTURING CHARGES
    
    
    176
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    176OPERATING INCOME
    
    
    6,042
    
    
    
    5,261
    
    
    
    1,947
    
    
    
    
    
    
    
    13,250INTEREST EXPENSE, NET
    
    
    5,066
    
    
    
    2,677
    
    
    
    61
    
    
    
    
    
    
    
    7,804OTHER
LOSS, NET
    
    
    12
    
    
    
    
    
    
    
    109
    
    
    
    
    
    
    
    121INCOME BEFORE INCOME TAXES
    
    
    964
    
    
    
    2,584
    
    
    
    1,777
    
    
    
    
    
    
    
    5,325INCOME FROM SUBSIDIARIES
    
    
    4,292
    
    
    
    
    
    
    
    
    
    
    
    (4,292
    )
    
    
    INCOME TAX EXPENSE
    
    
    1,998
    
    
    
    69
    
    
    
    
    
    
    
    
    
    
    
    2,067NET INCOME
    
    $
    3,258
    
    
    $
    2,515
    
    
    $
    1,777
    
    
    $
    (4,292
    )
    
    $
    3,258
 COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2007
 GuarantorParent
    
    Subsidiaries
    
    Eliminations
    
    TotalNET SALES
    
    $
    105,290
    
    
    $
    7,640
    
    
    $
    (3,534
    )
    
    $
    109,396COST OF GOODS SOLD
    
    
    89,144
    
    
    
    3,766
    
    
    
    
    
    
    
    92,910GROSS PROFIT
    
    
    16,146
    
    
    
    3,874
    
    
    
    (3,534
    )
    
    
    16,486SELLING, ENGINEERING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    8,527
    
    
    
    3,487
    
    
    
    (3,534
    )
    
    
    8,480INTANGIBLE AMORTIZATION EXPENSE
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    RESTRUCTURING CHARGES
    
    
    364
    
    
    
    
    
    
    
    
    
    
    
    364OPERATING INCOME
    
    
    7,255
    
    
    
    387
    
    
    
    
    
    
    
    7,642INTEREST EXPENSE, NET
    
    
    2,906
    
    
    
    198
    
    
    
    
    
    
    
    3,104OTHER LOSS
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    10INCOME BEFORE INCOME TAXES
    
    
    4,339
    
    
    
    189
    
    
    
    
    
    
    
    4,528INCOME FROM GUARANTOR SUBSIDIARIES
    
    
    130
    
    
    
    
    
    
    
    (130
    )
    
    
    INCOME TAX EXPENSE
    
    
    1,675
    
    
    
    59
    
    
    
    
    
    
    
    1,734NET INCOME
    
    $
    2,794
    
    
    $
    130
    
    
    $
    (130
    )
    
    $
    2,794
 13




---



##### Table of Contents



COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET AS OF MARCH 31, 2008
 Guarantor
    
    Non GuarantorParent
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    TotalASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    104
    
    
    $
    23
    
    
    $
    3,773
    
    
    $
    
    
    
    $
    3,900Accounts receivablenet of allowances
    
    
    69,735
    
    
    
    73,322
    
    
    
    4,069
    
    
    
    
    
    
    
    147,126Intercompany receivable
    
    
    35,661
    
    
    
    13,521
    
    
    
    
    
    
    
    (49,182)
    
    
    
    Inventories
    
    
    82,120
    
    
    
    57,465
    
    
    
    7,468
    
    
    
    
    
    
    
    147,053Deferred income taxes
    
    
    3,426
    
    
    
    62
    
    
    
    
    
    
    
    
    
    
    
    3,488Asset held for sale
    
    
    661
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    661Prepaid expenses and other current assets
    
    
    8,264
    
    
    
    756
    
    
    
    739
    
    
    
    
    
    
    
    9,759Total current assets
    
    
    199,971
    
    
    
    145,149
    
    
    
    16,049
    
    
    
    (49,182)
    
    
    
    311,987PROPERTY, PLANT AND EQUIPMENT, NET
    
    
    18,026
    
    
    
    61,551
    
    
    
    459
    
    
    
    
    
    
    
    80,036GOODWILL
    
    
    64,660
    
    
    
    43,820
    
    
    
    2,495
    
    
    
    
    
    
    
    110,975INTANGIBLE ASSETS, NET
    
    
    931
    
    
    
    54,251
    
    
    
    350
    
    
    
    
    
    
    
    55,532OTHER ASSETS, NET
    
    
    17,660
    
    
    
    795
    
    
    
    
    
    
    
    (9,317)
    
    
    
    9,138INVESTMENT IN SUBSIDIARIES
    
    
    249,110
    
    
    
    
    
    
    
    
    
    
    
    (249,110)
    
    
    
    TOTAL ASSETS
    
    $
    550,358
    
    
    $
    305,566
    
    
    $
    19,353
    
    
    $
    (307,609)
    
    
    $
    567,668LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt
    
    $
    552
    
    
    $
    394
    
    
    $
    
    
    
    $
    
    
    
    $
    946Accounts payable
    
    
    16,395
    
    
    
    18,063
    
    
    
    2,704
    
    
    
    
    
    
    
    37,162Intercompany payable
    
    
    13,518
    
    
    
    35,591
    
    
    
    73
    
    
    
    (49,182)
    
    
    
    Accrued liabilities
    
    
    27,399
    
    
    
    4,494
    
    
    
    5,012
    
    
    
    
    
    
    
    36,905Total current liabilities
    
    $
    57,864
    
    
    $
    58,542
    
    
    $
    7,789
    
    
    $
    (49,182)
    
    
    $
    75,013LONG-TERM DEBT
    
    
    369,528
    
    
    
    137
    
    
    
    
    
    
    
    
    
    
    
    369,665Long-term liabilities
    
    
    1,060
    
    
    
    369
    
    
    
    9,317
    
    
    
    (9,317)
    
    
    
    1,429DEFERRED INCOME TAXES
    
    
    22,142
    
    
    
    (281)
    
    
    
    (64)
    
    
    
    
    
    
    
    21,797SHAREHOLDERS EQUITY:Common stock
    
    
    17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17Additional paid-in capital
    
    
    84,312
    
    
    
    215,449
    
    
    
    
    
    
    
    (215,449)
    
    
    
    84,312Accumulated
other comprehensive income
    
    
    (116)
    
    
    
    
    
    
    
    (116)
    
    
    
    116
    
    
    
    (116)Retained earnings
    
    
    15,551
    
    
    
    31,350
    
    
    
    2,427
    
    
    
    (33,777)
    
    
    
    15,551Total shareholders equity
    
    
    99,764
    
    
    
    (246,799)
    
    
    
    2,311
    
    
    
    (249,110)
    
    
    
    99,764TOTAL LIABILITIES AND SHAREHOLDERS
EQUITY
    
    $
    550,358
    
    
    $
    305,556
    
    
    $
    19,353
    
    
    $
    (307,609)
    
    
    $
    567,668
 14




---



##### Table of Contents



COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET AS OF MARCH 31, 2007
 GuarantorParent
    
    Subsidiaries
    
    Eliminations
    
    TotalASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    28,134
    
    
    $
    22
    
    
    $
    
    
    
    $
    28,156Accounts receivablenet of allowances
    
    
    68,848
    
    
    
    2,279
    
    
    
    
    
    
    
    71,127Intercompany receivable
    
    
    
    
    
    
    11,483
    
    
    
    (11,843
    )
    
    
    Inventories, net
    
    
    50,715
    
    
    
    5,481
    
    
    
    
    
    
    
    56,196Deferred income taxes
    
    
    1,999
    
    
    
    216
    
    
    
    
    
    
    
    2,215Assets held for sale
    
    
    661
    
    
    
    
    
    
    
    
    
    
    
    661Prepaid expenses and other current assets
    
    
    4,574
    
    
    
    2,388
    
    
    
    (1,314
    )
    
    
    5,648Total current assets
    
    
    154,931
    
    
    
    22,229
    
    
    
    (13,157
    )
    
    
    164,003PROPERTY, PLANT AND EQUIPMENT, NET
    
    
    14,957
    
    
    
    5,430
    
    
    
    
    
    
    
    20,387GOODWILL
    
    
    60,494
    
    
    
    141
    
    
    
    
    
    
    
    60,635INTANGIBLE ASSETS, NET
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    OTHER ASSETS, NET
    
    
    4,921
    
    
    
    3
    
    
    
    
    
    
    
    4,924INVESTMENT IN SUBSIDIARIES
    
    
    22,610
    
    
    
    
    
    
    
    (22,610
    )
    
    
    TOTAL ASSETS
    
    $
    257,913
    
    
    $
    27,803
    
    
    $
    (35,767
    )
    
    $
    249,949LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt
    
    $
    366
    
    
    $
    589
    
    
    $
    
    
    
    $
    955Accounts payable
    
    
    25,443
    
    
    
    1,232
    
    
    
    
    
    
    
    26,675Intercompany payable
    
    
    11,843
    
    
    
    
    
    
    
    (11,843
    )
    
    
    Accrued liabilities
    
    
    16,016
    
    
    
    2,510
    
    
    
    (1,314
    )
    
    
    17,212Total current liabilities
    
    
    53,668
    
    
    
    4,331
    
    
    
    (13,157
    )
    
    
    44,842LONG-TERM DEBT
    
    
    120,591
    
    
    
    770
    
    
    
    
    
    
    
    131,361LONG-TERM LIABILITIES, NET
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    DEFERRED INCOME TAXES
    
    
    2,358
    
    
    
    92
    
    
    
    
    
    
    
    2,450SHAREHOLDERS EQUITY:Common Stock
    
    
    17
    
    
    
    
    
    
    
    
    
    
    
    17Additional paid-in capital
    
    
    81,082
    
    
    
    1
    
    
    
    (1
    )
    
    
    81,082Retained earnings
    
    
    197
    
    
    
    22,609
    
    
    
    (22,609
    )
    
    
    197Total shareholders equity
    
    
    81,296
    
    
    
    22,610
    
    
    
    (22,610
    )
    
    
    81,296TOTAL LIABILITIES AND
SHAREHOLDERS EQUITY
    
    $
    257,913
    
    
    $
    27,803
    
    
    $
    (35,767
    )
    
    $
    249,949
 15




---



##### Table of Contents



COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2007
 Guarantor
    
    Non GuarantorParent
    
    Subsidiaries
    
    Subsidiaries
    
    
    Eliminations
    
    TotalASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    3,822
    
    
    $
    14
    
    
    $
    5,041
    
    
    $
    
    
    
    $
    8,887Accounts receivablenet of allowances
    
    
    83,596
    
    
    
    68,533
    
    
    
    7,004
    
    
    
    
    
    
    
    159,133Intercompany receivable
    
    
    27,006
    
    
    
    17,273
    
    
    
    1,736
    
    
    
    (46,015
    )
    
    
    Inventories
    
    
    80,231
    
    
    
    51,303
    
    
    
    6,825
    
    
    
    
    
    
    
    138,359Deferred income taxes
    
    
    3,169
    
    
    
    607
    
    
    
    
    
    
    
    
    
    
    
    3,776Assets held for sale
    
    
    661
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    661Prepaid expenses and other current assets
    
    
    7,839
    
    
    
    3,167
    
    
    
    187
    
    
    
    (2,546
    )
    
    
    8,647Total current assets
    
    
    206,324
    
    
    
    140,897
    
    
    
    20,793
    
    
    
    (48,561
    )
    
    
    319,453PROPERTY, PLANT AND EQUIPMENT, NET
    
    
    16,352
    
    
    
    63,104
    
    
    
    507
    
    
    
    
    
    
    
    79,963GOODWILL
    
    
    62,413
    
    
    
    43,638
    
    
    
    2,410
    
    
    
    
    
    
    
    108,461INTANGIBLE ASSETS, NET
    
    
    1,022
    
    
    
    56,788
    
    
    
    371
    
    
    
    
    
    
    
    58,181OTHER ASSETS, NET
    
    
    8,811
    
    
    
    783
    
    
    
    
    
    
    
    
    
    
    
    9,594INVESTMENT IN SUBSIDIARIES
    
    
    260,247
    
    
    
    
    
    
    
    
    
    
    
    (260,247
    )
    
    
    TOTAL ASSETS
    
    $
    555,169
    
    
    $
    305,210
    
    
    $
    24,081
    
    
    $
    (308,808
    )
    
    $
    575,652LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt
    
    $
    310
    
    
    $
    626
    
    
    $
    
    
    
    $
    
    
    
    $
    936Accounts payable
    
    
    25,515
    
    
    
    21,586
    
    
    
    2,418
    
    
    
    
    
    
    
    49,519Intercompany payable
    
    
    19,009
    
    
    
    27,006
    
    
    
    
    
    
    
    (46,015
    )
    
    
    Accrued liabilities
    
    
    24,051
    
    
    
    11,217
    
    
    
    5,751
    
    
    
    (2,546
    )
    
    
    38,473Total current liabilities
    
    $
    68,885
    
    
    $
    60,435
    
    
    
    8,169
    
    
    $
    (48,561
    )
    
    $
    88,928LONG-TERM DEBT
    
    
    366,635
    
    
    
    270
    
    
    
    
    
    
    
    
    
    
    
    366,905LONG-TERM LIABILITIES NET
    
    
    
    
    
    
    281
    
    
    
    
    
    
    
    
    
    
    
    281DEFERRED INCOME TAXES
    
    
    23,519
    
    
    
    48
    
    
    
    
    
    
    
    
    
    
    
    23,567SHAREHOLDERS EQUITY:Common stock
    
    
    17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17Additional paid-in capital
    
    
    83,709
    
    
    
    215,341
    
    
    
    15,421
    
    
    
    (230,762
    )
    
    
    83,709Accumulated other comprehensive income
    
    
    111
    
    
    
    
    
    
    
    (159
    )
    
    
    
    
    
    
    (48
    )Retained earnings (accumulated deficit)
    
    
    12,293
    
    
    
    28,835
    
    
    
    650
    
    
    
    (29,485
    )
    
    
    12,293Total shareholders equity
    
    
    96,130
    
    
    
    244,176
    
    
    
    15,912
    
    
    
    (260,247
    )
    
    
    95,971TOTAL LIABILITIES AND SHAREHOLDERS
EQUITY
    
    $
    555,169
    
    
    $
    305,210
    
    
    $
    24,081
    
    
    $
    (308,308
    )
    
    $
    575,652
 16




---



##### Table of Contents



COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2008
 Guarantor
    
    Non GuarantorParent
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    TotalCASH FLOW FROM OPERATING ACTIVITIES:Net income
    
    $
    3,258
    
    
    $
    2,515
    
    
    $
    1,777
    
    
    $
    (4,292
    )
    
    $
    3,258Adjustments to reconcile net income to net cash flow from
operating activities:Depreciation and amortization
    
    
    1,450
    
    
    
    5,630
    
    
    
    69
    
    
    
    0
    
    
    
    7,149Stock-based compensation
    
    
    603
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    603Deferred tax provision
    
    
    (928
    )
    
    
    670
    
    
    
    (5
    )
    
    
    
    
    
    
    (263
    )Loss on disposal of fixed assets
    
    
    23
    
    
    
    45
    
    
    
    
    
    
    
    
    
    
    
    68Equity in consolidated subsidiaries
    
    
    (4,292
)
    
    
    0
    
    
    
    0
    
    
    
    4,292
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    13,861
    
    
    
    (4,789
    )
    
    
    2,981
    
    
    
    
    
    
    
    12,053Inventories
    
    
    (1,889
    )
    
    
    (6,162
    )
    
    
    (677
    )
    
    
    
    
    
    
    (8,728
    )Prepaid expenses and other assets
    
    
    (428
    )
    
    
    2,379
    
    
    
    (552
    )
    
    
    (2,546
    )
    
    
    (1,147
    )Accounts payable
    
    
    (9,657
    )
    
    
    (2,141
    )
    
    
    270
    
    
    
    
    
    
    
    (11,528
    )Intercompany accounts
    
    
    (8,339
    )
    
    
    12,520
    
     
    
    (4,181
    )
    
    

    
    
    
    
    Accrued liabilities
    
    
    310
    
    
    
    (6,843
    )
    
    
    (1,010
    )
    
    
    2,546
    
    
    
    (4,997
    )Net cash flow from operating
activities
    
    
    (6,028
    )
    
    
    3,824
    
    
    
    (1,328
    )
    
    
    
    
    
    
    (3,532
    )CASH FLOW FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (653
    )
    
    
    (3,704
    )
    
    
    7
    
    
    
    
    
    
    
    (4,350
    )Acquisition
of businesses, net of cash acquired
    
    
    16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16Proceeds from sale of fixed assets
    
    
    13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13Net cash flow from investing activities
    
    
    (624
    )
    
    
    (3,704
    )
    
    
    7
    
    
    
    
    
    
    
    (4,321
    )CASH FLOW FROM FINANCING ACTIVITIES:Net
borrowings under revolving loan facilities
    
    
    3,047
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,047Repayment of long-term debt
    
    
    (113
    )
    
    
    (111
    )
    
    
    
    
    
    
    
    
    
    
    (224)Net cash flow from financing activities
    
    
    2,934
    
    
    
    (111
    )
    
    
    
    
    
    
    
    
    
    
    2,823Effect of
exchange rate on cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    53
    
    
    
    
    
    
    
    53INCREASE
(DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (3,718
    )
    
    
    9
    
    
    
    (1,268
    )
    
    
    
    
    
    
    (4,977
    )CASH AND CASH EQUIVALENTS  Beginning of period
    
    
    3,822
    
    
    
    14
    
    
    
    5,041
    
    
    
    
    
    
    
    8,877CASH AND CASH EQUIVALENTS  End of period
    
    $
    104
    
    
    $
    23
    
    
    $
    3,773
    
    
    $
    
    
    
    $
    3,900NONCASH ACTIVITYUnpaid capital expenditures
    
    
    1,049
    
    
    
    263
    
    
    
    
    
    
    
    
    
    
    
    1,312Capital
lease obligation
    
    
    104
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    104SUPPLEMENTAL CASH FLOW INFORMATIONIncome taxes paid
    
    
    537
    
    
    
    400
    
    
    
    
    
    
    
    
    
    
    
    936Cash interest paid
    
    
    1,818
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,818
 17




---



##### Table of Contents



COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2007
 GuarantorParent
    
    Subsidiaries
    
    Eliminations
    
    TotalCASH FLOW FROM OPERATING ACTIVITIES:Net income
    
    $
    2,794
    
    
    $
    130
    
    
    $
    (130
    )
    
    $
    2,794Adjustments to reconcile net income to net cash
flow from operating activities:Depreciation and amortization
    
    
    1,099
    
    
    
    247
    
    
    
    
    
    
    
    1,346Stock-based compensation
    
    
    973
    
    
    
    
    
    
    
    
    
    
    
    973Deferred tax provision
    
    
    (335
    )
    
    
    (18
    )
    
    
    
    
    
    
    (353
    )(Gain) loss on disposal of fixed assets
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    (1
    )Equity in consolidated subsidiaries
    
    
    (130
    )
    
    
    
    
    
    
    130
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (8,059
    )
    
    
    (750
    )
    
    
    
    
    
    
    (8,809
    )Inventories
    
    
    9,292
    
    
    
    1,277
    
    
    
    
    
    
    
    10,569Prepaid expenses and other assets
    
    
    (2,871
    )
    
    
    (550
    )
    
    
    (53
    )
    
    
    (3,474
    )Accounts payable
    
    
    13,159
    
    
    
    389
    
    
    
    
    
    
    
    13,545Intercompany accounts
    
    
    (833
    )
    
    
    833
    
    
    
    
    
    
    
    Accrued liabilities
    
    
    (1,033
    )
    
    
    (1,390
    )
    
    
    53
    
    
    
    (2,370
    )Net cash flow from
operating activities
    
    
    14,055
    
    
    
    165
    
    
    
    
    
    
    
    14,220CASH FLOW FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (250
    )
    
    
    (52
    )
    
    
    
    
    
    
    (302
    )Acquisition of business, net of cash
acquired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Proceeds from sale of fixed assets
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    7Proceeds from sale of investment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net cash flow from investing
activities
    
    
    (243
    )
    
    
    (52
    )
    
    
    
    
    
    
    (295
    )CASH FLOW FROM FINANCING ACTIVITIES:Net borrowings under revolving loan
facilities, net of issuance costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of senior notes, net of
issuance costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common stock issuance costs
    
    
    (312
    )
    
    
    
    
    
    
    
    
    
    
    (312
    )Repayment of long-term debt
    
    
    (85
    )
    
    
    (106
    )
    
    
    
    
    
    
    (191
    )Net cash flow from financing
activities
    
    
    (397
    )
    
    
    (106
    )
    
    
    
    
    
    
    (503
    )INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    13,415
    
    
    
    7
    
    
    
    
    
    
    
    13,422CASH AND CASH EQUIVALENTS  Beginning of period
    
    
    14,719
    
    
    
    15
    
    
    
    
    
    
    
    14,734CASH AND CASH EQUIVALENTS  End of period
    
    $
    28,134
    
    
    $
    22
    
    
    $
    
    
    
    
    28,156NONCASH ACTIVITYUnpaid capital expenditures
    
    
    39
    
    
    
    
    
    
    
    
    
    
    
    39Capital lease obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    SUPPLEMENTAL CASH FLOW INFORMATIONIncome taxes paid
    
    
    1,065
    
    
    
    
    
    
    
    
    
    
    
    1,065Cash Interest paid
    
    
    202
    
    
    
    6
    
    
    
    
    
    
    
    208
 18




---



##### Table of Contents



ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion contains forward-looking statements that involve risks and
uncertainties. Our actual results may differ materially from those anticipated in these
forward-looking statements as a result of a variety of risks and uncertainties, including those
described in this report under Cautionary Note Regarding Forward-Looking Statements and under
Item 1A.Risk Factors in our Annual Report on Form 10-K , for the fiscal year ended December 31,
2007. We assume no obligation to update any of these forward-looking statements. You should read
the following discussion in conjunction with our condensed consolidated financial statements and
the notes thereto included in this report.
 Overview
 General
     Acquisitions
  Copperfield, LLC
  Woods Industries, Inc.
  19




---



##### Table of Contents



Integration
   Consolidated Results of Operations
  Three Months Ended March 31,2008
    
    
    2007Amount
    
    
    %
    
    
    Amount
    
    
    %(In thousands)Net sales
    
    $
    252,483
    
    
    
    100.0
    %
    
    $
    109,396
    
    
    
    100.0
    %Gross profit
    
    
    28,849
    
    
    
    11.4
    
    
    
    16,486
    
    
    
    15.1Selling,
engineering, general
and administrative
expenses
    
    
    12,761
    
    
    
    5.1
    
    
    
    8,480
    
    
    
    7.8Intangible
amortization expense
    
    
    2,662
    
    
    
    1.1
    
    
    
    
    
    
    
    0.0Restructuring charges
    
    
    176
    
    
    
    0.1
    
    
    
    364
    
    
    
    0.3Operating income
    
    
    13,250
    
    
    
    5.2
    
    
    
    7,642
    
    
    
    7.0Interest expense, net
    
    
    7,804
    
    
    
    3.2
    
    
    
    3,104
    
    
    
    2.8Other expense, net
    
    
    121
    
    
    
    0.1
    
    
    
    10
    
    
    
    0.0Income before income
taxes
    
    
    5,325
    
    
    
    2.1
    
    
    
    4,528
    
    
    
    4.2Income tax expense
    
    
    2,067
    
    
    
    0.8
    
    
    
    1,734
    
    
    
    1.6Net income
    
    $
    3,258
    
    
    
    1.3
    
    
    $
    2,794
    
    
    
    2.6
 20




---



##### Table of Contents



Three Months Ended March 31,2008
    
    
    2007(In thousands)Net income
    
    $
    3,258
    
    
    $
    2,794Interest expense, net
    
    
    7,804
    
    
    
    3,104Income tax expense
    
    
    2,067
    
    
    
    1,734Depreciation and amortization expense
    
    
    6,837
    
    
    
    1,109EBITDA
    
    $
    19,966
    
    
    $
    8,741
      21




---



##### Table of Contents



Three Months Ended March 31,2008
    
    
    2007(In thousands)Net cash flow from operating activities
    
    $
    (3,532
    )
    
    $
    14,220Interest expense, net
    
    
    7,804
    
    
    
    3,104Income tax expense
    
    
    2,067
    
    
    
    1,734Deferred tax provisions
    
    
    263
    
    
    
    353Gain (loss) on sale of fixed assets
    
    
    (68
    )
    
    
    1Gain on sale of investment-net
    
    
    
    
    
    
    Stock-based compensation
    
    
    (603
    )
    
    
    (973
    )Changes in operating assets and liabilities
    
    
    14,035
    
    
    
    (9,698
    )EBITDA
    
    $
    19,966
    
    
    $
    8,741
 Three Months Ended March 31, 2008 Compared with Three Months Ended March 31, 2007
 Net sales
 Gross profit
 Selling, engineering, general and administrative (SEG&A)
 Intangible amortization expense
 Restructuring charges
 Interest expense, net 
 Income tax expense
 22




---



##### Table of Contents



Segment Results
  Three Months Ended March 31,2008
    
    
    2007Amount
    
    
    %
    
    
    Amount
    
    
    %(In thousands)Net Sales:Distribution
    
    $
    164,627
    
    
    
    65.2
    %
    
    $
    101,963
    
    
    
    93.2
    %OEM
    
    
    87,856
    
    
    
    34.8
    
    
    
    7,433
    
    
    
    6.8Total
    
    $
    252,483
    
    
    
    100.0
    %
    
    $
    109,396
    
    
    
    100.0
    %Operating Income:Distribution
    
    $
    16,290
    
    
    
    9.9
    %
    
    $
    8,792
    
    
    
    8.6
    %OEM
    
    
    2,734
    
    
    
    3.1
    
    
    
    281
    
    
    
    3.8Total segments
    
    
    19,024
    
    
    
    
    
    
    
    9,073Corporate
    
    
    (5,774
    )
    
    
    
    
    
    
    (1,431
    )Consolidated
operating income
    
    $
    13,250
    
    
    
    5.2
    %
    
    $
    7,642
    
    
    
    7.0
    %
 Three Months Ended March 31, 2008 Compared with Three Months Ended March 31, 2007
 Distribution Segment
   OEM Segment
   23




---



##### Table of Contents



Liquidity and Capital Resources
 Debt
  As ofMarch 31,2008Revolving credit facility
    
    $
    126,485Senior notes
    
    
    242,823Capital lease obligations
    
    
    772Other long-term debt
    
    
    531Total long-term debt, including current portion
    
    $
    370,611
 Revolving Credit Facility
      9.875% Senior Notes
    24




---



##### Table of Contents



Current and Future Liquidity
        New Accounting Pronouncements
 Business Combinations
 Fair Value Measurements.
 The Fair Value Option for Financial Assets and
Financial Liabilities including an Amendment of FASB Statement No. 115
 Noncontrolling Interests in Consolidated
Financial Statements  an amendment of ARB No. 51
 25




---



##### Table of Contents



Disclosures about Derivative Instruments and
Hedging Activitiesan Amendment of FASB Statement
No. 133
  Cautionary Note Regarding Forward-Looking Statements
  www.sec.gov)
  
    
    fluctuations in the supply or price of copper and other raw materials;
    
    increased competition from other wire and cable manufacturers, including foreign manufacturers;
    
    pricing pressures causing margins to decrease;
    
    general economic conditions and changes in the demand for our products by key customers;
    
    the consummation of acquisitions;
    
    failure to identify, finance or integrate acquisitions;
    
    failure to accomplish integration activities on a timely basis;
    
    failure to achieve expected efficiencies in our manufacturing and integration consolidations;
    
    changes in the cost of labor or raw materials, including PVC and fuel costs;
    
    inaccuracies in purchase agreements relating to acquisitions;
    
    failure of customers to make expected purchases, including customers of acquired companies;
    
    unforeseen developments or expenses with respect to our acquisition, integration and consolidation efforts; and
    
    other risks and uncertainties, including those described under Item 1A. Risk Factors in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2007.
  26




---



##### Table of Contents



ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
  Commodity Risk.
 Interest Rate Risk.
 
 ITEM 4. Controls and Procedures
   
 PART II OTHER INFORMATION
 
 ITEM 1. Legal Proceedings
  27




---



##### Table of Contents



SIGNATURES
  COLEMAN CABLE, INC.(Registrant)Date: May 9, 2008
    
    By
    
    /s/ G. Gary YetmanChief Executive Officer and PresidentDate: May 9, 2008
    
    By
    
    /s/ Richard N. BurgerChief Financial Officer, ExecutiveVice President, Secretary andTreasurer
 28




---



##### Table of Contents



Item No.
    
    Description2.0 
    
    Equity Interest Purchase Agreement dated as of March 11,
2007, among Coleman Cable, Inc., the Copperfield Sellers
defined therein and, solely with respect to Section
10.10 thereof, the additional signatures thereto;
incorporated herein by reference to our quarterly report
on Form 10-Q for the quarter ended March 31, 2007.2.1 
    
    Purchase Agreement, dated as of November 1, 2007, by and
among Coleman Cable, Inc., Woods Industries, Inc., Woods
Industries (Canada) Inc. and Katy Industries, Inc.,
incorporated by reference herein to our Current Report
on Form 8-K filed on November 2, 2007.3.1 
    
    Certificate of Incorporation of Coleman Cable, Inc., as
filed with the Delaware Secretary of State on October
10, 2006, incorporated herein by reference to our
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2006.3.2 
    
    Amended and Restated By-Laws of Coleman Cable, Inc.,
incorporated herein by reference to our Current Report
on Form 8-K as filed on May 5, 2008.4.1 
    
    Registration Rights Agreement dated September 28, 2004
between Coleman Cable, Inc. and Wachovia Capital
Markets, LLC, as Initial Purchaser under the Purchase
Agreement, incorporated herein by reference to our
Form S-4 filed on April 26, 2005.4.2 
    
    Indenture dated as of September 28, 2004 among Coleman
Cable, Inc., the Note Guarantors from time to time party
thereto and Deutsche Bank Trust Company Americas, as
Trustee, incorporated herein by reference to our
Form S-4 filed on April 26, 2005.4.3 
    
    Registration Rights Agreement, dated October 11, 2006
between Coleman Cable, Inc. and Friedman, Billings,
Ramsey & Co., Inc., incorporated herein by reference to
our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2006.4.4 
    
    Shareholders Agreement, dated October 11, 2006 between
Coleman Cable, Inc. and its Existing Holders,
incorporated herein by reference to our Quarterly Report
on Form 10-Q for the quarter ended September 30, 2006.4.5 
    
    Registration Rights Agreement dated April 2, 2007
between Coleman Cable, Inc. and Wachovia Capital
Markets, LLC, as Initial Purchaser under the Purchase
Agreement, incorporated herein by reference to our Form
S-4 filed on July 13, 2007.10.1 
    
    Amended and Restated Credit Agreement dated as of April
2, 2007 among Coleman Cable, Inc., certain of its
Subsidiaries, the Lenders named therein, and Wachovia
Bank, National Association, as administrative agent,
incorporated herein by reference to our Quarterly Report
on Form 10-Q for the quarter ended March 31, 2007.10.2 
    
    First Amendment to Amended and Restated Credit Agreement
dated as of November 1, 2007 by and among Coleman Cable,
Inc., certain of its Subsidiaries, the Lenders named
therein, and Wachovia Bank, National Association, as
administrative agent, incorporated herein by reference
to our Form 8-K filed on November 2, 2007.
 29




---



##### Table of Contents



Item No.
    
    Description10.3 
    
    Lease dated as of September 11, 2003, by and between
Panattoni Development Company, LLC and Coleman Cable,
Inc., as subsequently assumed by HQ2 Properties, LLC
pursuant to an Assignment and Assumption of Lease, dated
as of August 15, 2005, amended by First Amendment to
Lease, dated as of August 15, 2005, by and between HQ2
Properties, LLC and Coleman Cable, Inc., incorporated
herein by reference to our Quarterly Report on Form 10-Q
for the quarter ended September 30, 2005.10.4 
    
    Amended and Restated Employment Agreement, dated as of
September 1, 2006 by and between Coleman Cable, Inc. and
G. Gary Yetman, incorporated herein by reference to our
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2006.10.5 
    
    Amended and Restated Employment Agreement, dated as of
September 1, 2006 by and between Coleman Cable, Inc. and
Richard N. Burger, incorporated herein by reference to
our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2006.10.6 
    
    Amended and Restated Employment Agreement, dated as of
September 1, 2006 by and between Coleman Cable, Inc. and
Jeffrey D. Johnston, incorporated herein by reference to
our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2006.10.7 
    
    Long-Term Incentive Plan, as amended and restated on
April 30, 2008, incorporated herein by reference to our
Proxy Statement filed on April 3, 2008.
 30




---



##### Table of Contents



Item No.
    
    Description10.8 
    
    Form of Non-Qualified Stock Option Agreement Under the Long-Term Incentive Plan, incorporated
herein by reference to our Form- S-1 filed on November 16, 2006.10.9 
    
    Indemnification Agreement, dated as of November 13, 2007, by and between Coleman Cable, Inc. and
Morgan Capital LLC, incorporated herein by reference to our Quarterly Report on Form 10-Q for the
quarter ended September 30, 2007.31.1 
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2 
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1 
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Denotes management contract or compensatory plan or arrangement. 31