##### 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 June 30, 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
    
    36-4410887(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 1530 Shields Drive, Waukegan, Illinois 60085
 (847) 672-2300
 þ o
  Large accelerated filer o
    
    Accelerated filer
o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited)
 
    
    1Condensed Consolidated Statements of Income for the three and six months ended June 30, 2008 and 2007
 
    
    1Condensed Consolidated Balance Sheets as of June 30, 2008 and 2007 and December 31, 2007
 
    
    2Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2008 and 2007
 
    
    3Notes to Condensed Consolidated Financial Statements
 
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 
    
    20Item 3. Quantitative and Qualitative Disclosures about Market Risk
 
    
    31Item 4. Controls and Procedures
 
    
    32PART II. OTHER INFORMATIONItem 1. Legal Proceedings
 
    
    33Item 4.
Submission of Matters to a Vote of Security Holders
 
    
    33Item 6.
Exhibits
 
    
    33Signatures
 
    
    34Exhibit Index
 
    
    35Certification of Chief Executive OfficerCertification of Chief Financial OfficerSection 1350 Certification




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##### 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 June 30,
    
    
    Six months ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007NET SALES
    
    $
    267,578
    
    
    $
    247,018
    
    
    $
    520,062
    
    
    $
    356,414COST OF GOODS SOLD
    
    
    239,286
    
    
    
    218,640
    
    
    
    462,921
    
    
    
    311,550GROSS PROFIT
    
    
    28,292
    
    
    
    28,378
    
    
    
    57,141
    
    
    
    44,864SELLING, ENGINEERING, GENERAL
AND ADMINISTRATIVE EXPENSES
    
    
    13,480
    
    
    
    11,005
    
    
    
    26,240
    
    
    
    19,485INTANGIBLE AMORTIZATION EXPENSE
    
    
    3,106
    
    
    
    2,563
    
    
    
    5,768
    
    
    
    2,563RESTRUCTURING CHARGES
    
    
    2,835
    
    
    
    163
    
    
    
    3,011
    
    
    
    527OPERATING INCOME
    
    
    8,871
    
    
    
    14,647
    
    
    
    22,122
    
    
    
    22,289INTEREST EXPENSE, NET
    
    
    7,531
    
    
    
    8,120
    
    
    
    15,335
    
    
    
    11,224OTHER LOSS, NET
    
    
    2
    
    
    
    17
    
    
    
    123
    
    
    
    27INCOME BEFORE INCOME TAXES
    
    
    1,338
    
    
    
    6,510
    
    
    
    6,664
    
    
    
    11,038INCOME TAX EXPENSE
    
    
    495
    
    
    
    2,412
    
    
    
    2,563
    
    
    
    4,146NET INCOME
    
    $
    843
    
    
    $
    4,098
    
    
    $
    4,101
    
    
    $
    6,892EARNINGS PER COMMON SHARE DATANET INCOME PER SHAREBasic
    
    $
    0.05
    
    
    $
    0.24
    
    
    $
    0.24
    
    
    $
    0.41Diluted
    
    
    0.05
    
    
    
    0.24
    
    
    
    0.24
    
    
    
    0.41WEIGHTED AVERAGE COMMON SHARES
OUTSTANDINGBasic
    
    
    16,787
    
    
    
    16,787
    
    
    
    16,787
    
    
    
    16,787Diluted
    
    
    16,809
    
    
    
    16,933
    
    
    
    16,804
    
    
    
    16,798
  1




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COLEMAN CABLE, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (Thousands, except per share data)
 (unaudited)
 June 30,
    
    
    June 30,
    
    
    December 31,2008
    
    
    2007
    
    
    2007ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    5,293
    
    
    $
    131
    
    
    $
    8,877Accounts receivable, net of allowances of $4,020, $3,260 and $4,601, respectively
    
    
    153,579
    
    
    
    141,447
    
    
    
    159,133Inventories
    
    
    132,532
    
    
    
    129,179
    
    
    
    138,359Deferred income taxes
    
    
    3,547
    
    
    
    2,131
    
    
    
    3,776Assets held for sale
    
    
    2,036
    
    
    
    661
    
    
    
    661Prepaid expenses and other current assets
    
    
    12,558
    
    
    
    6,704
    
    
    
    8,647Total current assets
    
    
    309,545
    
    
    
    280,253
    
    
    
    319,453PROPERTY, PLANT AND EQUIPMENT:Land
    
    
    2,592
    
    
    
    2,809
    
    
    
    2,772Buildings and leasehold improvements
    
    
    15,900
    
    
    
    14,939
    
    
    
    14,780Machinery, fixtures and equipment
    
    
    106,541
    
    
    
    97,650
    
    
    
    101,701125,033
    
    
    
    115,398
    
    
    
    119,253Less accumulated depreciation and amortization
    
    
    (50,117
    )
    
    
    (35,343
    )
    
    
    (42,918
    )Construction in progress
    
    
    4,357
    
    
    
    2,666
    
    
    
    3,628Property, plant and equipment, net
    
    
    79,273
    
    
    
    82,721
    
    
    
    79,963GOODWILL
    
    
    111,080
    
    
    
    103,344
    
    
    
    108,461INTANGIBLE ASSETS, NET OF AMORTIZATION of $13,421, $2,583, and $7,669, respectively
    
    
    52,433
    
    
    
    61,867
    
    
    
    58,181OTHER ASSETS, NET
    
    
    8,628
    
    
    
    10,081
    
    
    
    9,594TOTAL ASSETS
    
    $
    560,959
    
    
    $
    538,266
    
    
    $
    575,652LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt
    
    $
    858
    
    
    $
    1,119
    
    
    $
    936Accounts payable
    
    
    41,758
    
    
    
    57,721
    
    
    
    49,519Accrued liabilities
    
    
    32,842
    
    
    
    23,041
    
    
    
    38,473Total current liabilities
    
    
    75,458
    
    
    
    81,881
    
    
    
    88,928LONG-TERM DEBT
    
    
    360,672
    
    
    
    345,086
    
    
    
    366,905LONG-TERM LIABILITIES, NET
    
    
    1,547
    
    
    
    
    
    
    
    281DEFERRED INCOME TAXES
    
    
    21,900
    
    
    
    24,956
    
    
    
    23,567SHAREHOLDERS EQUITY:Common stock, par value $0.001; 75,000 authorized; and 16,787 issued and
outstanding on June 30, 2008, on June 30, 2007 and December 31, 2007
    
    
    17
    
    
    
    17
    
    
    
    17Additional paid-in capital
    
    
    85,031
    
    
    
    82,031
    
    
    
    83,709Retained earnings
    
    
    16,394
    
    
    
    4,295
    
    
    
    12,293Accumulated other comprehensive loss
    
    
    (60
    )
    
    
    
    
    
    
    (48
    )Total shareholders equity
    
    
    101,382
    
    
    
    86,343
    
    
    
    95,971TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    560,959
    
    
    $
    538,266
    
    
    $
    575,652
  2




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COLEMAN CABLE, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Thousands)
 (unaudited)
 Six months ended June 30,2008
    
    
    2007CASH FLOW FROM OPERATING ACTIVITIES:Net income
    
    $
    4,101
    
    
    $
    6,892Adjustments to reconcile net income to net cash
flow from operating activities:Depreciation and amortization
    
    
    14,710
    
    
    
    8,062Stock-based compensation
    
    
    1,322
    
    
    
    2,022Deferred tax provision (credit)
    
    
    57
    
    
    
    (1,947
    )(Gain) loss on disposal of fixed assets
    
    
    68
    
    
    
    (1
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    5,490
    
    
    
    (17,537
    )Inventories
    
    
    5,811
    
    
    
    (20,813
    )Prepaid expenses and other assets
    
    
    (3,945
    )
    
    
    (3,373
    )Accounts payable
    
    
    (6,816
    )
    
    
    11,833Accrued liabilities
    
    
    (8,488
    )
    
    
    886Net cash flow from operating activities
    
    
    12,310
    
    
    
    (13,976
    )CASH FLOW FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (9,133
    )
    
    
    (3,045
    )Acquisition of businesses, net of cash acquired
    
    
    (708
    )
    
    
    (215,395
    )Proceeds from sale of fixed assets
    
    
    13
    
    
    
    7Net cash flow from investing activities
    
    
    (9,828
    )
    
    
    (218,433
    )CASH FLOW FROM FINANCING ACTIVITIES:Net borrowings (repayments) under revolving loan facilities
    
    
    (5,658
    )
    
    
    99,056Issuance of senior notes, net of issuance costs
    
    
    
    
    
    
    119,621Common stock issuance costs
    
    
    
    
    
    
    (412
    )Repayment of long-term debt
    
    
    (474
    )
    
    
    (459
    )Net cash flow from financing activities
    
    
    (6,132
    )
    
    
    217,806Effect of exchange rate changes on cash and cash equivalents
    
    
    66
    
    
    
    DECREASE IN CASH AND
CASH EQUIVALENTS
    
    
    (3,584
    )
    
    
    (14,603
    )CASH AND CASH EQUIVALENTS  Beginning of period
    
    
    8,877
    
    
    
    14,734CASH AND CASH EQUIVALENTS  End of period
    
    $
    5,293
    
    
    $
    131NONCASH ACTIVITYUnpaid capital expenditures
    
    
    220
    
    
    
    37Capital lease obligations
    
    
    135
    
    
    
    SUPPLEMENTAL CASH FLOW INFORMATIONIncome taxes paid
    
    
    4,552
    
    
    
    6,503Cash interest paid
    
    
    15,113
    
    
    
    7,670
  3




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Six Months Ended June 30, 2008 Compared with Six Months Ended June 30, 2007
 Net sales
 Gross profit
 Selling, engineering, general and administrative (SEG&A) expenses
 Intangible amortization expense
 Restructuring
charges
 Interest expense, net 
 Income tax expense
 25




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3. ACQUISITIONS
 Copperfield, LLC
   Woods Industries
  Purchase Price Allocations
 Business Combinations
 5




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##### Table of Contents



Copperfield
    
    
    Woods
    
    
    TotalCash and cash equivalents
    
    $
    639
    
    
    $
    4,884
    
    
    $
    5,523Accounts receivable
    
    
    61,592
    
    
    
    30,644
    
    
    
    92,236Inventories
    
    
    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
    
    
    
    6,759
    
    
    
    50,492Other assets
    
    
    607
    
    
    
    
    
    
    
    607Total assets acquired
    
    
    276,060
    
    
    
    75,464
    
    
    
    351,524Current liabilities
    
    
    (36,806
    )
    
    
    (21,367
    )
    
    
    (58,173
    )Long-term liabilities
    
    
    (42
    )
    
    
    
    
    
    
    (42
    )Deferred income taxes
    
    
    (23,763
    )
    
    
    (294
    )
    
    
    (24,057
    )Total liabilities assumed
    
    
    (60,611
    )
    
    
    (21,661
    )
    
    
    (82,272
    )Net assets acquired
    
    $
    215,449
    
    
    $
    53,803
    
    
    $
    269,252
  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 months
    
    Six monthsended
    
    endedJune 30, 2007
    
    June 30, 2007Net sales
    
    $
    278,615
    
    
    $
    553,833Net income
    
    $
    5,960
    
    
    $
    8,632Earnings per share:Basic
    
    $
    0.36
    
    
    $
    0.51Diluted
    
    $
    0.35
    
    
    $
    0.51
 6




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4. RESTRUCTURING AND INTEGRATION ACTIVITIES
 2008 Restructuring and Integration Activities
    EmployeeSeverance
    
    
    Leaseand
    
    
    Termination
    
    
    EquipmentRelocation
    
    
    & Facility
    
    
    Relocation
    
    
    OtherCosts
    
    
    Closure Costs
    
    
    Costs
    
    
    Costs
    
    
    TotalBALANCE  December 31, 2007
    
    $
    385
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    385Provision
    
    
    57
    
    
    
    
    
    
    
    2,029
    
    
    
    885
    
    
    
    2,971Purchase accounting adjustments
    
    
    740
    
    
    
    2,910
    
    
    
    
    
    
    
    26
    
    
    
    3,676Uses
    
    
    (662
    )
    
    
    (467
    )
    
    
    (2,029
    )
    
    
    (886
    )
    
    
    (4,044
    )BALANCE  June 30, 2008
    
    $
    520
    
    
    $
    2,443
    
    
    $
    
    
    
    $
    25
    
    
    $
    2,988
 2006 Restructuring Activities
  5. INVENTORIES
  June 30,
    
    
    June 30,
    
    
    December 31,2008
    
    
    2007
    
    
    2007FIFO cost:Raw materials
    
    $
    32,268
    
    
    $
    48,819
    
    
    $
    31,626Work in progress
    
    
    3,142
    
    
    
    5,287
    
    
    
    4,324Finished products
    
    
    97,122
    
    
    
    75,073
    
    
    
    102,409Total
    
    $
    132,532
    
    
    $
    129,179
    
    
    $
    138,359
 7




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6. ACCRUED LIABILITIES
  DecemberJune 30, 2008
    
    
    June 30, 2007
    
    
    31, 2007Salaries, wages and employee benefits
    
    $
    6,282
    
    
    $
    5,329
    
    
    $
    9,503Sales incentives
    
    
    9,353
    
    
    
    5,641
    
    
    
    14,383Income taxes
    
    
    
    
    
    
    1,315
    
    
    
    Interest
    
    
    6,233
    
    
    
    6,321
    
    
    
    6,505Other
    
    
    10,974
    
    
    
    4,435
    
    
    
    8,082Total
    
    $
    32,842
    
    
    $
    23,041
    
    
    $
    38,473
 7. DEBT
 December 31,June 30, 2008
    
    
    June 30, 2007
    
    
    2007Revolving credit facility expiring April 2012
    
    $
    117,780
    
    
    $
    100,864
    
    
    $
    123,4389.875% Senior notes due October 2012, including unamortized premium of
$2,666, $3,293, and $2,980, respectively
    
    
    242,666
    
    
    
    243,293
    
    
    
    242,980Capital lease obligations
    
    
    669
    
    
    
    936
    
    
    
    782Other long-term debt, annual interest rates up to 6.5%, payable through 2018
    
    
    415
    
    
    
    1,112
    
    
    
    641361,530
    
    
    
    346,205
    
    
    
    367,841Less current portion
    
    
    (858
    )
    
    
    (1,119
    )
    
    
    (936
    )Long-term debt
    
    $
    360,672
    
    
    $
    345,086
    
    
    $
    366,905
 Revolving Credit Facility
      8




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9.875% Senior Notes
   8. EARNINGS PER SHARE
  Three Months Ended June 30,
    
    Six Months Ended June 30,2008
    
    2007
    
    2008
    
    2007Basic weighted average shares outstanding
    
    
    16,787
    
    
    
    16,787
    
    
    
    16,787
    
    
    
    16,787Dilutive effect of share-based awards
    
    
    22
    
    
    
    146
    
    
    
    17
    
    
    
    11Diluted weighted average share outstanding
    
    
    16,809
    
    
    
    16,933
    
    
    
    16,804
    
    
    
    16,798
  9. SHAREHOLDERS EQUITY
 Stock-Based Compensation
  Stock Options
  9




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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
    
    
    (40
    )
    
    
    15.00Outstanding June 30, 2008
    
    
    1,054
    
    
    $
    14.14
    
    
    
    8.6
    
    
    
    401Vested or expected to vest
    
    
    1,007
    
    
    $
    14.20
    
    
    
    
    
    
    
    371Exercisable
    
    
    
    
    
    
    
  Stock Awards
  Comprehensive Income
 Three Months Ended June 30,
    
    Six Months Ended June 30,2008
    
    2007
    
    2008
    
    2007Net Income
    
    $
    843
    
    
    $
    4,098
    
    
    $
    4,101
    
    
    $
    6,892Other comprehensive incomeCurrency translation adjustment, net of tax
    
    
    56
    
    
    
    
    
    
    
    (12
    )
    
    
    Total comprehensive income
    
    $
    899
    
    
    $
    4,098
    
    
    $
    4,089
    
    
    $
    6,892
 10. RELATED PARTIES
    10




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##### Table of Contents



11. INVENTORY THEFT
  12. COMMITMENTS AND CONTINGENCIES
 Operating Leases
  Legal Matters
    Tax Matters Agreement
   11




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13. BUSINESS SEGMENT INFORMATION
   Three months ended June 30,
    
    
    Six months ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net Sales:Distribution Segment
    
    $
    175,875
    
    
    $
    155,651
    
    
    $
    340,500
    
    
    $
    257,613OEM Segment
    
    
    91,703
    
    
    
    91,367
    
    
    
    179,562
    
    
    
    98,801Total
    
    $
    267,578
    
    
    $
    247,018
    
    
    $
    520,062
    
    
    $
    356,414Operating Income:Distribution Segment
    
    $
    16,644
    
    
    $
    15,899
    
    
    $
    32,922
    
    
    $
    25,000OEM Segment
    
    
    729
    
    
    
    2,737
    
    
    
    3,464
    
    
    
    2,708Total segments
    
    
    17,373
    
    
    
    18,636
    
    
    
    36,386
    
    
    
    27,708Corporate
    
    
    (8,502
    )
    
    
    (3,989
    )
    
    
    (14,264
    )
    
    
    (5,419
    )Consolidated operating income
    
    $
    8,871
    
    
    $
    14,647
    
    
    $
    22,122
    
    
    $
    22,289
   14. SUPPLEMENTAL GUARANTOR INFORMATION
  12




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COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2008
 Guarantor
    
    Non GuarantorParent
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    TotalNET SALES
    
    $
    125,599
    
    
    $
    134,096
    
    
    $
    7,883
    
    
    $
    
    
    
    $
    267,578COST OF GOODS SOLD
    
    
    106,372
    
    
    
    126,769
    
    
    
    6,145
    
    
    
    
    
    
    
    239,286GROSS PROFIT
    
    
    19,227
    
    
    
    7,327
    
    
    
    1,738
    
    
    
    
    
    
    
    28,292SELLING, ENGINEERING,
GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    11,036
    
    
    
    1,291
    
    
    
    1,153
    
    
    
    
    
    
    
    13,480INTANGIBLE AMORTIZATION
    
    
    43
    
    
    
    3,038
    
    
    
    25
    
    
    
    
    
    
    
    3,106RESTRUCTURING CHARGES
    
    
    80
    
    
    
    2,755
    
    
    
    
    
    
    
    
    
    
    
    2,835OPERATING INCOME
    
    
    8,068
    
    
    
    243
    
    
    
    560
    
    
    
    
    
    
    
    8,871INTEREST EXPENSE, NET
    
    
    10,170
    
    
    
    (2,696
    )
    
    
    57
    
    
    
    
    
    
    
    7,531OTHER LOSS (GAIN), NET
    
    
    12
    
    
    
    
    
    
    
    (10
    )
    
    
    
    
    
    
    2INCOME BEFORE INCOME TAXES
    
    
    (2,114
    )
    
    
    2,939
    
    
    
    513
    
    
    
    
    
    
    
    1,338INCOME FROM SUBSIDIARIES
    
    
    2,579
    
    
    
    
    
    
    
    
    
    
    
    (2,579
    )
    
    
    INCOME TAX EXPENSE
    
    
    (378
    )
    
    
    688
    
    
    
    185
    
    
    
    
    
    
    
    495NET INCOME
    
    $
    843
    
    
    $
    2,251
    
    
    $
    328
    
    
    $
    (2,579
    )
    
    $
    843
 COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2007
 GuarantorParent
    
    Subsidiaries
    
    Eliminations
    
    TotalNET SALES
    
    $
    111,290
    
    
    $
    140,129
    
    
    $
    (4,401
    )
    
    $
    247,018COST OF GOODS SOLD
    
    
    91,774
    
    
    
    126,866
    
    
    
    
    
    
    
    218,640GROSS PROFIT
    
    
    19,516
    
    
    
    13,263
    
    
    
    (4,401
    )
    
    
    28,378SELLING, ENGINEERING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    9,107
    
    
    
    6,299
    
    
    
    (4,401
    )
    
    
    11,005INTANGIBLE AMORTIZATION EXPENSE
    
    
    7
    
    
    
    2,556
    
    
    
    
    
    
    
    2,563RESTRUCTURING CHARGES
    
    
    163
    
    
    
    
    
    
    
    
    
    
    
    163OPERATING INCOME
    
    
    10,239
    
    
    
    4,408
    
    
    
    
    
    
    
    14,647INTEREST EXPENSE, NET
    
    
    5,726
    
    
    
    2,394
    
    
    
    
    
    
    
    8,120OTHER LOSS
    
    
    17
    
    
    
    
    
    
    
    
    
    
    
    17INCOME BEFORE INCOME TAXES
    
    
    4,496
    
    
    
    2,014
    
    
    
    
    
    
    
    6,510INCOME FROM GUARANTOR SUBSIDIARIES
    
    
    1,923
    
    
    
    
    
    
    
    (1,923
    )
    
    
    INCOME TAX EXPENSE
    
    
    2,321
    
    
    
    91
    
    
    
    
    
    
    
    2,412NET INCOME
    
    $
    4,098
    
    
    $
    1,923
    
    
    $
    (1,923
    )
    
    $
    4,098
 13




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##### Table of Contents



COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2008
 Guarantor
    
    Non GuarantorParent
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    TotalNET SALES
    
    $
    235,216
    
    
    $
    267,995
    
    
    $
    16,851
    
    
    $
    
    
    
    $
    520,062COST OF GOODS SOLD
    
    
    199,149
    
    
    
    251,691
    
    
    
    12,081
    
    
    
    
    
    
    
    462,921GROSS PROFIT
    
    
    36,067
    
    
    
    16,304
    
    
    
    4,770
    
    
    
    
    
    
    
    57,141SELLING, ENGINEERING,
GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    21,566
    
    
    
    2,470
    
    
    
    2,204
    
    
    
    
    
    
    
    26,240INTANGIBLE AMORTIZATION
    
    
    135
    
    
    
    5,575
    
    
    
    58
    
    
    
    
    
    
    
    5,768RESTRUCTURING CHARGES
    
    
    256
    
    
    
    2,755
    
    
    
    
    
    
    
    
    
    
    
    3,011OPERATING INCOME
    
    
    14,110
    
    
    
    5,504
    
    
    
    2,508
    
    
    
    
    
    
    
    22,122INTEREST EXPENSE, NET
    
    
    15,236
    
    
    
    (19
    )
    
    
    118
    
    
    
    
    
    
    
    15,335OTHER LOSS, NET
    
    
    24
    
    
    
    
    
    
    
    99
    
    
    
    
    
    
    
    123INCOME BEFORE INCOME TAXES
    
    
    (1,150
    )
    
    
    5,523
    
    
    
    2,291
    
    
    
    
    
    
    
    6,664INCOME FROM SUBSIDIARIES
    
    
    5,709
    
    
    
    
    
    
    
    
    
    
    
    (5,709
    )
    
    
    INCOME TAX EXPENSE
    
    
    458
    
    
    
    1,280
    
    
    
    825
    
    
    
    
    
    
    
    2,563NET INCOME
    
    $
    4,101
    
    
    $
    4,243
    
    
    $
    1,466
    
    
    $
    (5,709
    )
    
    $
    4,101
 COLEMAN CABLE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2007
 GuarantorParent
    
    Subsidiaries
    
    Eliminations
    
    TotalNET SALES
    
    $
    216,580
    
    
    $
    147,769
    
    
    $
    (7,935
    )
    
    $
    356,414COST OF GOODS SOLD
    
    
    180,918
    
    
    
    130,632
    
    
    
    
    
    
    
    311,550GROSS PROFIT
    
    
    35,662
    
    
    
    17,137
    
    
    
    (7,935
    )
    
    
    44,864SELLING, ENGINEERING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    17,634
    
    
    
    9,786
    
    
    
    (7,935
    )
    
    
    19,485INTANGIBLE AMORTIZATION EXPENSE
    
    
    7
    
    
    
    2,556
    
    
    
    
    
    
    
    2,563RESTRUCTURING CHARGES
    
    
    527
    
    
    
    
    
    
    
    
    
    
    
    527OPERATING INCOME
    
    
    17,494
    
    
    
    4,795
    
    
    
    
    
    
    
    22,289INTEREST EXPENSE, NET
    
    
    8,632
    
    
    
    2,592
    
    
    
    
    
    
    
    11,224OTHER LOSS
    
    
    27
    
    
    
    
    
    
    
    
    
    
    
    27INCOME BEFORE INCOME TAXES
    
    
    8,835
    
    
    
    2,203
    
    
    
    
    
    
    
    11,038INCOME FROM GUARANTOR SUBSIDIARIES
    
    
    2,053
    
    
    
    
    
    
    
    (2,053
    )
    
    
    INCOME TAX EXPENSE
    
    
    3,996
    
    
    
    150
    
    
    
    
    
    
    
    4,146NET INCOME
    
    $
    6,892
    
    
    $
    2,053
    
    
    $
    (2,053
    )
    
    $
    6,892
 14




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##### Table of Contents



COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET AS OF JUNE 30, 2008
 Guarantor
    
    Non GuarantorParent
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    TotalASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    2,210
    
    
    $
    75
    
    
    $
    3,008
    
    
    $
    
    
    
    $
    5,293Accounts receivablenet of allowances
    
    
    78,161
    
    
    
    71,213
    
    
    
    4,205
    
    
    
    
    
    
    
    153,579Intercompany receivable
    
    
    1,825
    
    
    
    
    
    
    
    
    
    
    
    (1,825
    )
    
    
    Inventories
    
    
    73,651
    
    
    
    50,277
    
    
    
    8,604
    
    
    
    
    
    
    
    132,532Deferred income taxes
    
    
    3,535
    
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    3,547Assets held for sale
    
    
    2,036
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,036Prepaid expenses and other current assets
    
    
    15,001
    
    
    
    (3,826
    )
    
    
    1,383
    
    
    
    
    
    
    
    12,558Total current assets
    
    
    176,419
    
    
    
    117,751
    
    
    
    17,200
    
    
    
    (1,825
    )
    
    
    309,545PROPERTY, PLANT AND EQUIPMENT, NET
    
    
    19,238
    
    
    
    59,475
    
    
    
    560
    
    
    
    
    
    
    
    79,273GOODWILL
    
    
    64,541
    
    
    
    43,959
    
    
    
    2,580
    
    
    
    
    
    
    
    111,080INTANGIBLE ASSETS, NET
    
    
    889
    
    
    
    51,221
    
    
    
    323
    
    
    
    
    
    
    
    52,433OTHER ASSETS, NET
    
    
    17,374
    
    
    
    762
    
    
    
    
    
    
    
    (9,508
    )
    
    
    8,628INVESTMENT IN SUBSIDIARIES
    
    
    250,583
    
    
    
    
    
    
    
    
    
    
    
    (250,583
    )
    
    
    TOTAL ASSETS
    
    $
    529,044
    
    
    $
    273,168
    
    
    $
    20,663
    
    
    $
    (261,916
    )
    
    $
    560,959LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt
    
    $
    577
    
    
    $
    281
    
    
    $
    
    
    
    $
    
    
    
    $
    858Accounts payable
    
    
    21,879
    
    
    
    17,327
    
    
    
    2,552
    
    
    
    
    
    
    
    41,758Intercompany payable
    
    
    
    
    
    
    949
    
    
    
    876
    
    
    
    (1,825
    )
    
    
    Accrued liabilities
    
    
    21,142
    
    
    
    5,929
    
    
    
    5,771
    
    
    
    
    
    
    
    32,842Total current liabilities
    
    $
    43,598
    
    
    $
    24,486
    
    
    $
    9,199
    
    
    $
    (1,825
    )
    
    $
    75,458LONG-TERM DEBT
    
    
    360,538
    
    
    
    134
    
    
    
    
    
    
    
    
    
    
    
    360,672Long-term liabilities
    
    
    1,171
    
    
    
    376
    
    
    
    9,508
    
    
    
    (9,508
    )
    
    
    1,547DEFERRED INCOME TAXES
    
    
    22,355
    
    
    
    (355
    )
    
    
    (100
    )
    
    
    
    
    
    
    21,900SHAREHOLDERS EQUITY:Common stock
    
    
    17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17Additional paid-in capital
    
    
    85,031
    
    
    
    215,449
    
    
    
    
    
    
    
    (215,449
    )
    
    
    85,031Accumulated other comprehensive income
    
    
    (60
    )
    
    
    
    
    
    
    (60
    )
    
    
    60
    
    
    
    (60
    )Retained earnings
    
    
    16,394
    
    
    
    33,078
    
    
    
    2,116
    
    
    
    (35,194
    )
    
    
    16,394Total shareholders equity
    
    
    101,382
    
    
    
    248,527
    
    
    
    2,056
    
    
    
    (250,583
    )
    
    
    101,382TOTAL LIABILITIES AND

SHAREHOLDERS EQUITY
    
    $
    529,044
    
    
    $
    273,168
    
    
    $
    20,663
    
    
    $
    (261,916
    )
    
    $
    560,959
 15




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##### Table of Contents



COLEMAN CABLE, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATING BALANCE SHEET AS OF JUNE 30, 2007
 GuarantorParent
    
    Subsidiaries
    
    Eliminations
    
    TotalASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    107
    
    
    $
    24
    
    
    $
    
    
    
    $
    131Accounts receivablenet of allowances
    
    
    69,640
    
    
    
    71,807
    
    
    
    
    
    
    
    141,447Intercompany receivable
    
    
    33,886
    
    
    
    14,998
    
    
    
    (48,884
    )
    
    
    Inventories, net
    
    
    65,886
    
    
    
    63,293
    
    
    
    
    
    
    
    129,179Deferred income taxes
    
    
    1,867
    
    
    
    264
    
    
    
    
    
    
    
    2,131Assets held for sale
    
    
    661
    
    
    
    
    
    
    
    
    
    
    
    661Prepaid expenses and other current assets
    
    
    4,619
    
    
    
    3,832
    
    
    
    (1,747
    )
    
    
    6,704Total current assets
    
    
    176,666
    
    
    
    154,218
    
    
    
    (50,631
    )
    
    
    280,253PROPERTY, PLANT AND EQUIPMENT, NET
    
    
    14,571
    
    
    
    68,150
    
    
    
    
    
    
    
    82,721GOODWILL
    
    
    60,487
    
    
    
    42,857
    
    
    
    
    
    
    
    103,344INTANGIBLE ASSETS, NET
    
    
    4
    
    
    
    61,863
    
    
    
    
    
    
    
    61,867OTHER ASSETS, NET
    
    
    9,512
    
    
    
    569
    
    
    
    
    
    
    
    10,081INVESTMENT IN SUBSIDIARIES
    
    
    239,928
    
    
    
    
    
    
    
    (239,928
    )
    
    
    TOTAL ASSETS
    
    $
    501,168
    
    
    $
    327,657
    
    
    $
    (290,559
    )
    
    $
    538,266LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt
    
    $
    520
    
    
    $
    599
    
    
    $
    
    
    
    $
    1,119Accounts payable
    
    
    26,662
    
    
    
    31,059
    
    
    
    
    
    
    
    57,721Intercompany payable
    
    
    
    
    
    
    48,884
    
    
    
    (48,884
    )
    
    
    Accrued liabilities
    
    
    18,258
    
    
    
    6,530
    
    
    
    (1,747
    )
    
    
    23,041Total current liabilities
    
    
    45,440
    
    
    
    87,072
    
    
    
    (50,631
    )
    
    
    81,881LONG-TERM DEBT
    
    
    344,506
    
    
    
    580
    
    
    
    
    
    
    
    345,086DEFERRED INCOME TAXES
    
    
    24,879
    
    
    
    77
    
    
    
    
    
    
    
    24,956SHAREHOLDERS EQUITY:Common Stock
    
    
    17
    
    
    
    
    
    
    
    
    
    
    
    17Additional paid-in capital
    
    
    82,031
    
    
    
    215,396
    
    
    
    (215,396
    )
    
    
    82,031Retained earnings
    
    
    4,295
    
    
    
    24,532
    
    
    
    (24,532
    )
    
    
    4,295Total shareholders equity
    
    
    86,343
    
    
    
    239,928
    
    
    
    (239,928
    )
    
    
    86,343TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    501,168
    
    
    $
    327,657
    
    
    $
    (290,559
    )
    
    $
    538,266
 16




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##### 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
 17




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##### Table of Contents



COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2008
 Guarantor
    
    Non GuarantorParent
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    TotalCASH FLOW FROM OPERATING ACTIVITIES:Net income
    
    $
    4,101
    
    
    $
    4,243
    
    
    $
    1,466
    
    
    $
    (5,709
    )
    
    $
    4,101Adjustments to reconcile net income to net cash flow from
operating activities:Depreciation and amortization
    
    
    2,995
    
    
    
    11,579
    
    
    
    136
    
    
    
    
    
    
    
    14,710Stock-based compensation
    
    
    1,322
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,322Deferred tax provision
    
    
    (35
    )
    
    
    192
    
    
    
    (100
    )
    
    
    
    
    
    
    57Loss on disposal of fixed assets
    
    
    16
    
    
    
    47
    
    
    
    5
    
    
    
    
    
    
    
    68Equity in consolidated subsidiaries
    
    
    (5,709
    )
    
    
    
    
    
    
    
    
    
    
    (5,709
    )
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    5,435
    
    
    
    (2,680
    )
    
    
    2,735
    
    
    
    
    
    
    
    5,490Inventories
    
    
    6,580
    
    
    
    1,026
    
    
    
    (1,795
    )
    
    
    
    
    
    
    5,811Prepaid expenses and other assets
    
    
    (7,162
    )
    
    
    6,976
    
    
    
    (1,213
    )
    
    
    (2,546
    )
    
    
    (3,945
    )Accounts payable
    
    
    (3,659
    )
    
    
    (3,323
    )
    
    
    166
    
    
    
    
    
    
    
    (6,816
    )Intercompany accounts
    
    
    10,172
    
    
    
    (6,865
    )
    
    
    (3,307
    )
    
    
    
    
    
    
    Accrued liabilities
    
    
    (5,571
    )
    
    
    (5,403
    )
    
    
    (60
    )
    
    
    2,546
    
    
    
    (8,488
    )Net cash flow from operating activities
    
    
    8,485
    
    
    
    5,792
    
    
    
    (1,967
    )
    
    
    
    
    
    
    12,310CASH FLOW FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (3,496
    )
    
    
    (5,505
    )
    
    
    (132
    )
    
    
    
    
    
    
    (9,133
    )Acquisition of businesses, net of cash
acquired
    
    
    (708
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (708
    )Proceeds from sale of fixed assets
    
    
    13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13Net cash flow from investing activities
    
    
    (4,191
    )
    
    
    (5,505
    )
    
    
    (132
    )
    
    
    
    
    
    
    (9,828
    )CASH FLOW FROM FINANCING ACTIVITIES:Net borrowings under revolving loan facilities
    
    
    (5,658
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,658
    )Repayment of long -term debt
    
    
    (248
    )
    
    
    (226
    )
    
    
    
    
    
    
    
    
    
    
    (474
    )Net cash flow from financing activities
    
    
    (5,906
    )
    
    
    (226
    )
    
    
    
    
    
    
    
    
    
    
    (6,132
    )Effect of exchange rate on cash and
cash equivalents
    
    
    
    
    
    
    
    
    
    
    66
    
    
    
    
    
    
    
    66INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (1,612
    )
    
    
    61
    
    
    
    (2,033
    )
    
    
    
    
    
    
    (3,584
    )CASH AND CASH EQUIVALENTS  Beginning of period
    
    
    3,822
    
    
    
    14
    
    
    
    5,041
    
    
    
    
    
    
    
    8,877CASH AND CASH EQUIVALENTS  End of period
    
    $
    2,210
    
    
    $
    75
    
    
    $
    3,008
    
    
    $
    
    
    
    $
    5,293NONCASH ACTIVITYUnpaid capital expenditures
    
    
    (726
    )
    
    
    946
    
    
    
    
    
    
    
    
    
    
    
    220Capital lease obligation
    
    
    135
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135SUPPLEMENTAL CASH FLOW INFORMATIONIncome taxes paid
    
    
    1,742
    
    
    
    1,344
    
    
    
    1,466
    
    
    
    
    
    
    
    4,552Cash interest paid
    
    
    15,113
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,113
 18




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##### Table of Contents



COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2007
 GuarantorParent
    
    Subsidiaries
    
    Eliminations
    
    TotalCASH FLOW FROM OPERATING ACTIVITIES:Net income
    
    $
    6,892
    
    
    $
    2,053
    
    
    $
    (2,053
    )
    
    $
    6,892Adjustments to reconcile net income to net cash flow from
operating activities:Depreciation and amortization
    
    
    2,254
    
    
    
    5,808
    
    
    
    
    
    
    
    8,062Stock-based compensation
    
    
    1,968
    
    
    
    54
    
    
    
    
    
    
    
    2,022Deferred tax provision
    
    
    22,318
    
    
    
    (24,265
    )
    
    
    
    
    
    
    (1,947
    )(Gain) loss on disposal of fixed assets
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    (1
    )Equity in consolidated subsidiaries
    
    
    (2,053
    )
    
    
    
    
    
    
    2,053
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (8,851
    )
    
    
    (8,686
    )
    
    
    
    
    
    
    (17,537
    )Inventories
    
    
    (5,880
    )
    
    
    (14,933
    )
    
    
    
    
    
    
    (20,813
    )Prepaid expenses and other assets
    
    
    (2,351
    )
    
    
    (1,402
    )
    
    
    380
    
    
    
    (3,373
    )Accounts payable
    
    
    14,379
    
    
    
    (2,546
    )
    
    
    
    
    
    
    11,833Intercompany accounts
    
    
    (46,488
    )
    
    
    46,488
    
    
    
    
    
    
    
    Accrued liabilities
    
    
    1,211
    
    
    
    55
    
    
    
    (380
    )
    
    
    886Net cash flow from operating activities
    
    
    (16,602
    )
    
    
    2,626
    
    
    
    
    
    
    
    (13,976
    )CASH FLOW FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (714
    )
    
    
    (2,331
    )
    
    
    
    
    
    
    (3,045
    )Acquisition of business, net of cash acquired
    
    
    (215,395
    )
    
    
    
    
    
    
    
    
    
    
    (215,395
    )Proceeds from sale of fixed assets
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    7Net cash flow from investing activities
    
    
    (216,102
    )
    
    
    (2,331
    )
    
    
    
    
    
    
    (218,433
    )CASH FLOW FROM FINANCING ACTIVITIES:Net borrowings under revolving loan facilities,
net of issuance costs
    
    
    99,056
    
    
    
    
    
    
    
    
    
    
    
    99,056Issuance of senior notes, net of issuance costs
    
    
    119,621
    
    
    
    
    
    
    
    
    
    
    
    119,621Common stock issuance costs
    
    
    (412
    )
    
    
    
    
    
    
    
    
    
    
    (412
    )Repayment of long -term debt
    
    
    (173
    )
    
    
    (286
    )
    
    
    
    
    
    
    (459
    )Net cash flow from financing activities
    
    
    218,092
    
    
    
    (286
    )
    
    
    
    
    
    
    217,806INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (14,612
    )
    
    
    9
    
    
    
    
    
    
    
    (14,603
    )CASH AND CASH EQUIVALENTS  Beginning of period
    
    
    14,719
    
    
    
    15
    
    
    
    
    
    
    
    14,734CASH AND CASH EQUIVALENTS  End of period
    
    $
    107
    
    
    $
    24
    
    
    $
    
    
    
    
    131NONCASH ACTIVITYUnpaid capital expenditures
    
    
    37
    
    
    
    
    
    
    
    
    
    
    
    37Capital lease obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    SUPPLEMENTAL CASH FLOW INFORMATIONIncome taxes paid
    
    
    6,468
    
    
    
    35
    
    
    
    
    
    
    
    6,503Cash Interest paid
    
    
    7,658
    
    
    
    12
    
    
    
    
    
    
    
    7,670
 19




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##### 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
  20




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##### Table of Contents



Copperfield, LLC
  Woods Industries, Inc.
  Restructuring and Integration of 2007 Acquisitions
    Consolidated Results of Operations
  21




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##### Table of Contents



Three Months Ended June 30,
    
    
    Six Months Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %(In thousands)Net sales
    
    $
    267,578
    
    
    
    100.0
    %
    
    $
    247,018
    
    
    
    100.0
    %
    
    $
    520,062
    
    
    
    100.0
    %
    
    $
    356,414
    
    
    
    100.0
    %Gross profit
    
    
    28,292
    
    
    
    10.6
    
    
    
    28,378
    
    
    
    11.5
    
    
    
    57,141
    
    
    
    11.0
    
    
    
    44,864
    
    
    
    12.6Selling, engineering, general and

Administrative expenses
    
    
    13,480
    
    
    
    5.0
    
    
    
    11,005
    
    
    
    4.5
    
    
    
    26,240
    
    
    
    5.0
    
    
    
    19,485
    
    
    
    5.5Intangible amortization expense
    
    
    3,106
    
    
    
    1.2
    
    
    
    2,563
    
    
    
    0.1
    
    
    
    5,768
    
    
    
    1.1
    
    
    
    2,563
    
    
    
    0.7Restructuring charges
    
    
    2,835
    
    
    
    1.1
    
    
    
    163
    
    
    
    1.0
    
    
    
    3,011
    
    
    
    0.6
    
    
    
    527
    
    
    
    0.1Operating income
    
    
    8,871
    
    
    
    3.3
    
    
    
    14,647
    
    
    
    5.9
    
    
    
    22,122
    
    
    
    4.3
    
    
    
    22,289
    
    
    
    6.3Interest expense, net
    
    
    7,531
    
    
    
    2.8
    
    
    
    8,120
    
    
    
    3.3
    
    
    
    15,335
    
    
    
    2.9
    
    
    
    11,224
    
    
    
    3.1Other expense, net
    
    
    2
    
    
    
    0.0
    
    
    
    17
    
    
    
    0.0
    
    
    
    123
    
    
    
    0.0
    
    
    
    27
    
    
    
    0.0Income before income taxes
    
    
    1,338
    
    
    
    0.5
    
    
    
    6,510
    
    
    
    2.6
    
    
    
    6,664
    
    
    
    1.3
    
    
    
    11,038
    
    
    
    3.1Income tax expense
    
    
    495
    
    
    
    0.2
    
    
    
    2,412
    
    
    
    1.0
    
    
    
    2,563
    
    
    
    0.5
    
    
    
    4,146
    
    
    
    1.2Net income
    
    $
    843
    
    
    
    0.3
    
    
    $
    4,098
    
    
    
    1.7
    
    
    $
    4,101
    
    
    
    0.8
    
    
    $
    6,892
    
    
    
    1.9
 22




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##### Table of Contents



Three Months Ended June 30,
    
    
    Six Months Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007(In thousands)Net income
    
    $
    843
    
    
    $
    4,098
    
    
    $
    4,101
    
    
    $
    6,892Interest expense, net
    
    
    7,531
    
    
    
    8,120
    
    
    
    15,335
    
    
    
    11,224Income tax expense
    
    
    495
    
    
    
    2,412
    
    
    
    2,563
    
    
    
    4,146Depreciation and amortization expense
    
    
    7,052
    
    
    
    6,412
    
    
    
    13,890
    
    
    
    7,523EBITDA
    
    $
    15,921
    
    
    $
    21,042
    
    
    $
    35,889
    
    
    $
    29,785
       Three Months Ended June 30,
    
    
    Six Months Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007(In thousands)Net cash flow from operating activities
    
    $
    15,842
    
    
    $
    (28,196
    )
    
    $
    12,310
    
    
    $
    (13,976
    )Interest expense, net
    
    
    7,531
    
    
    
    8,120
    
    
    
    15,335
    
    
    
    11,224Income tax expense
    
    
    495
    
    
    
    2,412
    
    
    
    2,563
    
    
    
    4,146Deferred tax provisions
    
    
    (320
    )
    
    
    1,594
    
    
    
    (57
    )
    
    
    1,947Gain (loss) on sale of fixed assets
    
    
    
    
 
    
    
    
    
    
    (68
    )
    
    
    1Stock-based compensation
    
    
    (719
    )
    
    
    (1,049
    )
    
    
    (1,322
    )
    
    
    (2,022
    )Changes in operating assets and liabilities
    
    
    (6,908
    )
    
    
    38,161
    
    
    
    7,128
    
    
    
    28,465EBITDA
    
    $
    15,921
    
    
    $
    21,042
    
    
    $
    35,889
    
    
    $
    29,785
 23




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##### Table of Contents



Three Months Ended June 30, 2008 Compared with Three Months Ended June 30, 2007
 Net sales
 Gross profit
 Selling, engineering, general and administrative (SEG&A) expenses
 Intangible amortization expense
 Restructuring charges
 Interest expense, net 
 Income tax expense
 24




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##### Table of Contents



Six Months Ended June 30, 2008 Compared with Six Months Ended June 30, 2007
 Net sales
 Gross profit
 Selling, engineering, general and administrative (SEG&A) expenses
 Intangible amortization expense
 Restructuring
charges
 Interest expense, net 
 Income tax expense
 25




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##### Table of Contents



Segment Results
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %(In thousands)Net Sales:Distribution
    
    $
    175,875
    
    
    
    65.7
    %
    
    $
    155,651
    
    
    
    63.0
    %
    
    $
    340,500
    
    
    
    65.5
    %
    
    $
    257,613
    
    
    
    72.3
    %OEM
    
    
    91,703
    
    
    
    34.3
    
    
    
    91,367
    
    
    
    37.0
    
    
    
    179,562
    
    
    
    34.5
    
    
    
    98,801
    
    
    
    27.7Total
    
    $
    267,578
    
    
    
    100.0
    %
    
    $
    247,018
    
    
    
    100.0
    %
    
    $
    520,062
    
    
    
    100.0
    %
    
    $
    356,414
    
    
    
    100.0
    %Operating Income:Distribution
    
    $
    16,644
    
    
    
    9.5
    %
    
    $
    15,899
    
    
    
    10.2
    %
    
    $
    32,922
    
    
    
    9.7
    %
    
    $
    25,000
    
    
    
    9.7
    %OEM
    
    
    729
    
    
    
    0.8
    
    
    
    2,737
    
    
    
    3.0
    
    
    
    3,464
    
    
    
    1.9
    
    
    
    2,708
    
    
    
    2.7Total segments
    
    
    17,373
    
    
    
    
    
    
    
    18,636
    
    
    
    
    
    
    
    36,386
    
    
    
    
    
    
    
    27,708Corporate
    
    
    (8,502
    )
    
    
    
    
    
    
    (3,989
    )
    
    
    
    
    
    
    (14,264
    )
    
    
    
    
    
    
    (5,419
    )Consolidated operating income
    
    $
    8,871
    
    
    
    3.3
    %
    
    $
    14,647
    
    
    
    5.9
    %
    
    $
    22,122
    
    
    
    4.3
    %
    
    $
    22,289
    
    
    
    6.3
    %
   Three Months Ended June 30, 2008 Compared with Three Months Ended June 30, 2007
 Distribution Segment
   OEM Segment
  26




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##### Table of Contents



Six Months Ended June 30, 2008 Compared with Six Months Ended June 30, 2007
 Distribution Segment
   OEM Segment
   27




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##### Table of Contents



Liquidity and Capital Resources
 Debt
  As ofJune 30,2008Revolving credit facility
    
    $
    117,780Senior notes
    
    
    242,666Capital lease obligations
    
    
    669Other long-term debt
    
    
    415Total long-term debt, including current portion
    
    $
    361,530
 Revolving Credit Facility
      9.875% Senior Notes
  28




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##### Table of Contents



Current and Future Liquidity
        New Accounting Pronouncements
 Business Combinations
 Fair Value Measurements.
 28




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##### Table of Contents



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
    Cautionary Note Regarding Forward-Looking Statements
  www.sec.gov)
 30




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##### Table of Contents




    
    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.
  
 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
  Commodity Risk.
 Interest Rate Risk.
 31




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ITEM 4. Controls and Procedures
   32




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##### Table of Contents



PART II OTHER INFORMATION
 
 ITEM 1. Legal Proceedings
  
 ITEM 4. Submission of Matters to a Vote of Security Holders
   Name
    
    Votes For
    
    Votes WithheldIsaac M. Neuberger (Class I)
    
    
    14,199,071
    
    
    
    43,979Shmuel D. Levinson (Class II)
    
    
    14,163,537
    
    
    
    79,513James G. London (Class II)
    
    
    14,200,321
    
    
    
    42,729Harmon S. Spolan (Class II)
    
    
    14,164,135
    
    
    
    78,915Dennis J. Martin (Class III)
    
    
    14,199,271
    
    
    
    43,779
   
 ITEM 6. Exhibits
 See Index to Exhibits
 33




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SIGNATURES
  COLEMAN CABLE, INC.
(Registrant)Date: August 7, 2008
    By
    /s/ G. Gary YetmanChief Executive Officer and PresidentDate: August 7, 2008
    By
    /s/ Richard N. BurgerChief Financial Officer, ExecutiveVice President, Secretary and 
Treasurer 34




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##### 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, 2007.10.3 
    
    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.
 35




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Item No.
    
    Description10.7 
    
    Long-Term Incentive Plan, as amended and restated on April 30, 2008, incorporated herein by
reference to our Proxy Statement filed on April 3, 2008.10.8 
    
    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, 2007.10.10 
    
    Lease by and between Copperfield, LLC and DJR Ventures, LLC dated as of February 1, 2008.31.1 
    
    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. 36