##### 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, 2006
 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 333-124334
 
 COLEMAN CABLE, INC.
  
 Delaware(State or other jurisdiction of
    
    36-4410887incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 1530 Shields Drive, Waukegan, Illinois 60085
 Registrants Telephone Number, including Area Code (847) 672-2300
 
 þ o
  Larger Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer þ




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INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements.Condensed Consolidated Statements of Operations for the three months ended March 31, 2005 and 2006
    
    
    1Condensed Consolidated Balance Sheets as of December 31, 2005, March 31, 2005 and 2006
    
    
    2Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2005 and 2006
    
    
    3Notes to Condensed Consolidated Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    26Item 4. Controls and Procedures
    
    
    26PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    27Item 6. Exhibits
    
    
    27Signatures
    
    
    28Exhibit Index
    
    
    29Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certifications of CEO & CFO Pursuant to 18 U.S.C. Section 1350




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PART I.
 
 ITEM 1. Financial Statements
 COLEMAN CABLE, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
 (Dollars in thousands)
 Three months ended March 31,2005
    
    
    2006NET SALES
    
    $
    74,761
    
    
    $
    90,798COST OF GOODS SOLD
    
    
    64,600
    
    
    
    74,229GROSS PROFIT
    
    
    10,161
    
    
    
    16,569SELLING, ENGINEERING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    5,923
    
    
    
    6,742OPERATING INCOME
    
    
    4,238
    
    
    
    9,827INTEREST EXPENSE, NET
    
    
    3,662
    
    
    
    4,065OTHER INCOME
    
    
    
    
    
    
    (11
    )INCOME BEFORE INCOME TAXES
    
    
    576
    
    
    
    5,773INCOME TAX EXPENSE
    
    
    516
    
    
    
    665NET INCOME
    
    $
    60
    
    
    $
    5,108
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COLEMAN CABLE, INC. AND SUBSIDARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (Dollars in thousands)
 December 31,
    
    
    March 31,
    
    
    March 31,2005
    
    
    2005
    
    
    2006(unaudited)
    
    
    (unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    58
    
    
    $
    45
    
    
    $
    62Accounts receivable, less allowance for uncollectible
accounts of $1,876, $1,670 and $1,872, respectively
    
    
    58,840
    
    
    
    47,790
    
    
    
    56,521Inventories
    
    
    67,889
    
    
    
    54,881
    
    
    
    73,489Deferred income taxes
    
    
    206
    
    
    
    
    
    
    
    167Prepaid expenses and other current assets
    
    
    2,890
    
    
    
    1,363
    
    
    
    3,085Total current assets
    
    
    129,883
    
    
    
    104,079
    
    
    
    133,324PROPERTY, PLANT AND EQUIPMENT:Land
    
    
    579
    
    
    
    579
    
    
    
    579Buildings and leasehold improvements
    
    
    7,732
    
    
    
    8,024
    
    
    
    7,769Machinery, fixtures and equipment
    
    
    44,894
    
    
    
    42,520
    
    
    
    43,87753,205
    
    
    
    51,123
    
    
    
    52,225Less accumulated depreciation and amortization
    
    
    (28,889
    )
    
    
    (27,645
    )
    
    
    (28,986
    )Construction in progress
    
    
    948
    
    
    
    2,373
    
    
    
    1,355Property, plant and equipment, net
    
    
    25,264
    
    
    
    25,851
    
    
    
    24,594GOODWILL AND INTELLECTUAL PROPERTY, NET
    
    
    60,651
    
    
    
    60,660
    
    
    
    60,648DEFERRED DEBT ISSUANCE COSTS, NET AND OTHER ASSETS
    
    
    5,590
    
    
    
    9,441
    
    
    
    5,363TOTAL ASSETS
    
    $
    221,388
    
    
    $
    200,031
    
    
    $
    223,929LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt
    
    $
    874
    
    
    $
    3,401
    
    
    $
    887Accounts payable
    
    
    22,126
    
    
    
    25,595
    
    
    
    29,257Accrued liabilities
    
    
    16,776
    
    
    
    13,521
    
    
    
    14,766Deferred income taxes
    
    
    
    
    
    
    354
    
    
    
    Total current liabilities
    
    
    39,776
    
    
    
    42,871
    
    
    
    44,910LONG-TERM DEBT
    
    
    168,426
    
    
    
    154,769
    
    
    
    166,407DEFERRED INCOME TAXES
    
    
    115
    
    
    
    131
    
    
    
    87SHAREHOLDERS EQUITY:Common stock, par $.001; 100,000 shares authorized and 40,784
issued and outstanding
    
    
    
    
    
    
    
    
    
    
    Additional paid-in capital
    
    
    25,559
    
    
    
    25,559
    
    
    
    25,559Accumulated deficit
    
    
    (12,488
    )
    
    
    (23,299
    )
    
    
    (13,034
    )Total shareholders equity
    
    
    13,071
    
    
    
    2,260
    
    
    
    12,525TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    221,388
    
    
    $
    200,031
    
    
    $
    223,929
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COLEMAN CABLE, INC. AND SUBSIDARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
 (Dollars in thousands)
 Three months ended March 31,2005
    
    
    2006CASH FLOW FROM OPERATING ACTIVITIES:Net income
    
    $
    60
    
    
    $
    5,108Adjustments to reconcile net income to net cash
flow from operating activities:Depreciation and amortization
    
    
    1,454
    
    
    
    1,741Noncash interest income
    
    
    (66
    )
    
    
    Deferred tax provision
    
    
    (5
    )
    
    
    11Loss on disposal of fixed assets  net
    
    
    5
    
    
    
    64Gain on sale of investment  net
    
    
    
    
    
    
    (11
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    823
    
    
    
    2,319Inventories
    
    
    (4,747
    )
    
    
    (5,600
    )Prepaid expenses and other assets
    
    
    39
    
    
    
    (273
    )Accounts payable
    
    
    5,620
    
    
    
    7,141Accrued liabilities
    
    
    (1,143
    )
    
    
    (2,010
    )Net cash flow from operating activities
    
    
    2,040
    
    
    
    8,490CASH FLOW FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (1,472
    )
    
    
    (908
    )Proceeds from sale of investment
    
    
    
    
    
    
    82Net cash flow from investing activities
    
    
    (1,472
    )
    
    
    (826
    )CASH FLOW FROM FINANCING ACTIVITIES:Net repayments under revolving loan facilities
    
    
    (1,320
    )
    
    
    (1,791
    )Repayment of long-term debt
    
    
    (237
    )
    
    
    (215
    )Dividends paid to shareholders
    
    
    
    
    
    
    (5,654
    )Net cash flow from financing activities
    
    
    (1,557
    )
    
    
    (7,660
    )INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (989
    )
    
    
    4CASH AND CASH EQUIVALENTS  Beginning of period
    
    
    1,034
    
    
    
    58CASH AND CASH EQUIVALENTS  End of period
    
    $
    45
    
    
    $
    62NONCASH ACTIVITYUnpaid capital expenditures
    
    
    
    
    
    
    156
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COLEMAN CABLE, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
 (Dollars in thousands)
 1.
    
    BASIS OF PRESENTATIONThe condensed consolidated financial statements included herein are unaudited.
In addition, certain information and footnote disclosures normally
included in financial statements prepared in accordance with United States generally accepted
accounting principles (GAAP) have been condensed or omitted. The interim condensed
consolidated financial statements reflect all adjustments (consisting only of normal recurring
accruals) which are, in the opinion of management, necessary for a fair presentation in
conformity with GAAP. The interim condensed consolidated financial statements should be read
in conjunction with the consolidated financial statements and notes thereto included in the
Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2005. The results of operations
for the interim periods should not be considered indicative of results to be expected for the
full year.2.
    
    INVENTORIESInventories consisted of the following:
 December 31, 2005
    
    
    March 31, 2005
    
    
    March 31, 2006FIFO cost:Raw materials
    
    $
    16,295
    
    
    $
    14,847
    
    
    $
    18,265Work in progress
    
    
    3,537
    
    
    
    4,570
    
    
    
    3,388Finished products
    
    
    48,057
    
    
    
    35,464
    
    
    
    51,836Total
    
    $
    67,889
    
    
    $
    54,881
    
    
    $
    73,489
 3.
    
    ACCRUED LIABILITIESAccrued liabilities consisted of the following:
 December 31, 2005
    
    
    March 31, 2005
    
    
    March 31, 2006Salaries, wages and employee benefits
    
    $
    4,814
    
    
    $
    2,291
    
    
    $
    2,928Sales incentives
    
    
    6,093
    
    
    
    2,527
    
    
    
    3,117Income taxes
    
    
    24
    
    
    
    242
    
    
    
    104Interest
    
    
    3,121
    
    
    
    6,141
    
    
    
    6,038Other
    
    
    2,724
    
    
    
    2,320
    
    
    
    2,579Total
    
    $
    16,776
    
    
    $
    13,521
    
    
    $
    14,766
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4.
    
    DEBT
 December 31,2005
    
    
    March 31, 2005
    
    
    March 31, 2006Revolving credit facility
    
    $
    46,000
    
    
    $
    28,500
    
    
    $
    44,210Senior notes
    
    
    120,000
    
    
    
    120,000
    
    
    
    120,000Capital lease obligations
    
    
    1,489
    
    
    
    7,485
    
    
    
    1,399Other long-term debt, annual interest
rates
up to 6.25%, payable through 2019
    
    
    1,811
    
    
    
    2,185
    
    
    
    1,685169,300
    
    
    
    158,170
    
    
    
    167,294Less current portion
    
    
    (874
    )
    
    
    (3,401
    )
    
    
    (887
    )Total long-term debt
    
    $
    168,426
    
    
    $
    154,769
    
    
    $
    166,407
 The indenture governing the Companys 8-year senior unsecured notes (the Notes) contains covenants
that, among other things, limit the Companys ability and the ability of certain of its
subsidiaries to: incur additional indebtedness; make restricted payments; create liens; pay
dividends; consolidate, merge or sell substantially all of its assets; enter into sale and
leaseback transactions; and enter into transactions with affiliates. As of March 31, 2006,
the Company was in compliance with all of the covenants contained in the indenture.The Companys senior secured revolving credit facility (the Revolving Credit Facility) will
mature on September 28, 2009 and is an asset-based lending agreement whereby the Company can
receive advances based on the lesser of $75,000 or the sum of 85% of eligible accounts
receivable and 55% of inventories. The Revolving Credit Facility contains a $5,000 limit for
letters of credit, with outstanding letters of credit reducing the total amount available for
borrowing under the Revolving Credit Facility. The Revolving Credit Facility is secured by
substantially all of the Companys assets, including accounts receivable, inventory and any
other tangible and intangible assets. Interest is payable at the banks prime rate plus a
range of 0.25% to 1.25%, or at the option of the Company, LIBOR plus 1.75% to 2.75%. The
Company classifies the portion of the Revolving Credit Facility that is expected to be repaid
within the next year as a current liability. In the three-month period ended March 31, 2006,
the Revolving Credit Facility accrued interest at an average rate of 7.1%, and the Companys
average borrowed amount was $41,330, none of which was against the limit for letters of
credit. As of March 31, 2006 the Company had $28,354 of additional borrowing capacity.The Revolving Credit Facility contains more restrictive covenants than the indenture governing
the Notes, which consist of certain financial covenants, including, but not limited to, a
fixed charge coverage ratio and a leverage ratio. In addition, the Revolving Credit Facility
contains other customary affirmative and negative covenants relating to limitations on
dividends and other indebtedness, liens, investments, guarantees, mergers and acquisitions,
sales of assets, capital expenditures and leases. On November 2, 2005, the Company entered
into an amendment to the Revolving Credit Facility with the lenders that removed the capital
expenditures restriction originally contained in the Revolving Credit Facility since capital
expenditures are effectively limited by the Fixed Charge Coverage Ratio. The Company was in
compliance at March 31, 2006 with all covenants in the Revolving Credit Facility.
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The Notes and the Revolving Credit Facility both have restrictions on dividend distributions
to shareholders, including but not limited to, a percentage of net income (less distributions
for tax purposes). The distributions for tax purposes are computed at the shareholder
applicable tax rate, net of any aggregated tax benefit received for prior periods.
Distributions for tax purposes are not restricted so long as the Company qualifies as an S
corporation. The Company paid $1,004 of tax distributions and $4,650 of discretionary
dividends to shareholders in March 2006.5.
    
    COMMITMENTS AND CONTINGENCIESOperating LeasesThe Company leases certain of its buildings, machinery and equipment under
operating lease agreements that expire at various dates over the next ten years. Rent expense
for all operating leases for the three months ended March 31, 2005 and March 31, 2006 was $670
and $804, respectively.Capital LeasesThe Company leases various manufacturing, office and warehouse properties and
office equipment under capital leases that expire at various dates through 2009. The assets
are amortized/depreciated over the shorter of their related lease terms or their estimated
productive lives.Obligations under capital leases are included with debt in the accompanying consolidated
balance sheets.Legal ProceedingsThe Company is a party to various environmental and other claims and
lawsuits that have arisen in the ordinary course of business. Estimates of related costs and
losses have been accrued in the financial statements. In determining these accruals, the
Company does not discount environmental or legal accruals and does not reduce them by
anticipated insurance recoveries. The Company believes that its accruals related to
environmental, litigation and other claims are sufficient and that, based on the information
currently available, these items and the Companys rights to available insurance and indemnity
will be resolved without material adverse effect on the Companys consolidated financial
position, cash flow or results of operations. There can be no assurance, however, that this
will be the case.6.
    
    BUSINESS SEGMENT INFORMATIONThe Company has three reportable business segments: Electrical/Wire and Cable Distributors,
Specialty Distributors and OEMs, and Consumer Outlets. These segment classifications are based
on an aggregation of customer groupings and distribution channels because this is the way our
chief operating decision maker evaluates the results of each operating segment.The Company has aggregated operating segments into three reportable business segments in
accordance with the criteria defined in SFAS No. 131, Disclosure about Segments of an
Enterprise and Related Information.The Companys operating segments have common production
processes and manufacturing capacity. Accordingly, the Company does not identify all of its
net assets to its operating segments. Depreciation expense is not allocated to segments but is
included in manufacturing overhead cost pools and is absorbed into product cost (and
inventory) as each product passes through the Companys numerous manufacturing work centers.
Accordingly, as products are sold across multiple segments, it is impracticable to determine
the amount of depreciation expense included in the operating results of each operating
segment.No one customer or group of customers under common control accounted for more than 10% of
consolidated net sales. Export sales are not material. Intercompany sales among segments
represent primarily the sale of fabricated bare wire products by Oswego Wire, which is
included in the
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Companys Specialty Distributors and OEMs segment, to other segments and are
eliminated in consolidation.Segment operating income represents income from continuing operations before interest income
or expense, other income and income taxes. Corporate consists of items not charged or
allocated to a particular segment, including costs for employee relocation, discretionary
bonuses, professional fees, restructuring, management fees and intangible amortization.Financial data for the Companys business segments is as follows:
 Three months ended March 31,2005
    
    
    2006Net Sales:Electrical/Wire and Cable Distributors
    
    $
    26,300
    
    
    $
    32,013Specialty Distributors and OEMs
    
    
    38,310
    
    
    
    62,528Consumer Outlets
    
    
    11,325
    
    
    
    9,941Intercompany eliminations
    
    
    (1,174
    )
    
    
    (13,684
    )Total
    
    $
    74,761
    
    
    $
    90,798Operating Income:Electrical/Wire and Cable Distributors
    
    $
    2,476
    
    
    $
    4,959Specialty Distributors and OEMs
    
    
    2,709
    
    
    
    5,708Consumer Outlets
    
    
    35
    
    
    
    106Total
    
    
    5,220
    
    
    
    10,773Corporate
    
    
    (982
    )
    
    
    (946
    )Consolidated operating income
    
    $
    4,238
    
    
    $
    9,827
 7.
    
    RELATED PARTIESIn July 2004, the Company entered into an operating lease for the corporate office located in
Waukegan, Illinois (the Corporate Office) with a third-party lessor. The lease was
negotiated at the then-prevailing market terms. In 2005, substantially all of the
shareholders of the Company contributed cash equity to form HQ2 Properties, LLC (HQ2),
which then purchased the Corporate Office in August 2005. HQ2 assumed the existing lease on
the same terms from the previous lessor, with the exception of the lease term, which was
extended from 2014 to 2015. Rent expense paid to HQ2 for the three months ended March 31,
2006 was $89.Two of the Companys shareholders have consulting arrangements with the Company whereby, in
addition to their service as directors of the Company, they provide advice and counsel on
business planning and strategy, including advice on potential acquisitions. Pursuant to these
arrangements, and for their service as directors, the Company paid each eligible individual
$63 for the three months ended March 31, 2005 and March 31, 2006, respectively.
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8.
    
    INVENTORY THEFTDuring the third quarter ended September 30, 2005, the Company experienced a theft of
inventory as a result of break-ins at the manufacturing facility located in Miami Lakes,
Florida. The Company believes it will recover the amount of the loss, net of deductibles,
under its insurance policy. As a result of the loss, the value of inventory was reduced by
$1,280 and an insurance receivable was recorded and is included in prepaid expenses and other
current assets in the condensed consolidated balance sheet.9.
    
    SUPPLEMENTAL GUARANTOR INFORMATIONThe payment obligations of the Company under the Notes and the Revolving Credit Facility
(see Note 4) are guaranteed by certain of the Companys wholly owned subsidiaries (Guarantor
Subsidiaries). Such guarantees are full, unconditional and joint and several. The following
unaudited supplemental financial information sets forth, on a combined basis, balance sheets,
statements of operations and statements of cash flows for Coleman Cable, Inc. (the Parent)
and the Companys Guarantor Subsidiaries  CCI Enterprises, Inc., Oswego Wire Incorporated and
CCI International.
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COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2005
 GuarantorParent
    
    Subsidiaries
    
    Eliminations
    
    TotalNET SALES
    
    $
    68,904
    
    
    $
    8,157
    
    
    $
    (2,300
    )
    
    $
    74,761COST OF GOODS SOLD
    
    
    60,996
    
    
    
    3,604
    
    
    
    
    
    
    
    64,600GROSS PROFIT
    
    
    7,908
    
    
    
    4,553
    
    
    
    (2,300
    )
    
    
    10,161SELLING, ENGINEERING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    5,363
    
    
    
    2,860
    
    
    
    (2,300
    )
    
    
    5,923OPERATING INCOME
    
    
    2,545
    
    
    
    1,693
    
    
    
    
    
    
    
    4,238INTEREST EXPENSE, NET
    
    
    3,555
    
    
    
    107
    
    
    
    
    
    
    
    3,662INCOME (LOSS ) BEFORE INCOME TAXES
    
    
    (1,010
    )
    
    
    1,586
    
    
    
    
    
    
    
    576INCOME TAX EXPENSE
    
    
    7
    
    
    
    509
    
    
    
    
    
    
    
    516INCOME FROM GUARANTOR SUBSIDIARIES
    
    
    1,077
    
    
    
    
    
    
    
    (1,077
    )
    
    
    NET INCOME
    
    $
    60
    
    
    $
    1,077
    
    
    $
    (1,077
    )
    
    $
    60
 COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2006
 GuarantorParent
    
    Subsidiaries
    
    Eliminations
    
    TotalNET SALES
    
    $
    73,105
    
    
    $
    22,174
    
    
    $
    (4,481
    )
    
    $
    90,798COST OF GOODS SOLD
    
    
    57,188
    
    
    
    17,041
    
    
    
    
    
    
    
    74,229GROSS PROFIT
    
    
    15,917
    
    
    
    5,133
    
    
    
    (4,481
    )
    
    
    16,569SELLING, ENGINEERING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    7,804
    
    
    
    3,419
    
    
    
    (4,481
    )
    
    
    6,742OPERATING INCOME
    
    
    8,113
    
    
    
    1,714
    
    
    
    
    
    
    
    9,827INTEREST EXPENSE, NET
    
    
    3,834
    
    
    
    231
    
    
    
    
    
    
    
    4,065OTHER INCOME
    
    
    (11
    )
    
    
    
    
    
    
    
    
    
    
    (11
    )INCOME BEFORE INCOME TAXES
    
    
    4,290
    
    
    
    1,483
    
    
    
    
    
    
    
    5,773INCOME TAX EXPENSE
    
    
    229
    
    
    
    436
    
    
    
    
    
    
    
    665INCOME FROM GUARANTOR SUBSIDIARIES
    
    
    1,047
    
    
    
    
    
    
    
    (1,047
    )
    
    
    NET INCOME
    
    $
    5,108
    
    
    $
    1,047
    
    
    $
    (1,047
    )
    
    $
    5,108
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COLEMAN CABLE, INC. AND SUBIDIARIES
CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2005
 GuarantorParent
    
    Subsidiaries
    
    Eliminations
    
    TotalASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    38
    
    
    $
    20
    
    
    $
    
    
    
    $
    58Accounts receivablenet of allowances
    
    
    57,402
    
    
    
    1,438
    
    
    
    
    
    
    
    58,840Intercompany receivable
    
    
    
    
    
    
    16,449
    
    
    
    (16,449
    )
    
    
    Inventories, net
    
    
    61,282
    
    
    
    6,607
    
    
    
    
    
    
    
    67,889Deferred income taxes
    
    
    
    
    
    
    206
    
    
    
    
    
    
    
    206Prepaid expenses and other current assets
    
    
    2,025
    
    
    
    865
    
    
    
    
    
    
    
    2,890Total current assets
    
    
    120,747
    
    
    
    25,585
    
    
    
    (16,449
    )
    
    
    129,883PROPERTY, PLANT AND EQUIPMENT, NET
    
    
    18,954
    
    
    
    6,310
    
    
    
    
    
    
    
    25,264GOODWILL AND INTELLECTUAL PROPERTY, NET
    
    
    60,510
    
    
    
    141
    
    
    
    
    
    
    
    60,651DEFERRED DEBT ISSUANCE COSTS, NET AND OTHER
ASSETS
    
    
    5,587
    
    
    
    3
    
    
    
    
    
    
    
    5,590INVESTMENT IN SUBSIDIARIES
    
    
    20,728
    
    
    
    
    
    
    
    (20,728
    )
    
    
    TOTAL ASSETS
    
    $
    226,526
    
    
    $
    32,039
    
    
    $
    (37,177
    )
    
    $
    221,388LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt
    
    $
    322
    
    
    $
    552
    
    
    $
    
    
    
    $
    874Accounts payable
    
    
    21,156
    
    
    
    970
    
    
    
    
    
    
    
    22,126Intercompany payable
    
    
    12,316
    
    
    
    4,133
    
    
    
    (16,449
    )
    
    
    Accrued liabilities
    
    
    12,619
    
    
    
    4,157
    
    
    
    
    
    
    
    16,776Total current liabilities
    
    $
    46,413
    
    
    $
    9,812
    
    
    $
    (16,449
    )
    
    $
    39,776LONG-TERM DEBT
    
    
    167,042
    
    
    
    1,384
    
    
    
    
    
    
    
    168,426DEFERRED INCOME TAXES
    
    
    
    
    
    
    115
    
    
    
    
    
    
    
    115SHAREHOLDERS EQUITY:Additional paid-in capital
    
    
    25,559
    
    
    
    1
    
    
    
    (1
    )
    
    
    25,559Retained earnings (accumulated deficit)
    
    
    (12,488
    )
    
    
    20,727
    
    
    
    (20,727
    )
    
    
    (12,488
    )Total shareholders equity
    
    
    13,071
    
    
    
    20,728
    
    
    
    (20,728
    )
    
    
    13,071TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    226,526
    
    
    $
    32,039
    
    
    $
    (37,177
    )
    
    $
    221,388
 10




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##### Table of Contents



COLEMAN CABLE, INC. AND SUBIDIARIES
CONSOLIDATING BALANCE SHEET AS OF MARCH 31, 2005
 GuarantorParent
    
    Subsidiaries
    
    Eliminations
    
    TotalASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    35
    
    
    $
    10
    
    
    $
    
    
    
    $
    45Accounts receivablenet of allowances
    
    
    
    
    
    
    47,790
    
    
    
    
    
    
    
    47,790Intercompany receivable
    
    
    31,793
    
    
    
    380
    
    
    
    (32,173
    )
    
    
    Inventories, net
    
    
    52,744
    
    
    
    2,137
    
    
    
    
    
    
    
    54,881Prepaid expenses and other current assets
    
    
    3,548
    
    
    
    615
    
    
    
    (2,800
    )
    
    
    1,363Total current assets
    
    
    88,120
    
    
    
    50,932
    
    
    
    (34,973
    )
    
    
    104,079PROPERTY, PLANT AND EQUIPMENT, NET
    
    
    17,251
    
    
    
    8,600
    
    
    
    
    
    
    
    25,851GOODWILL AND INTELLECTUAL PROPERTY, NET
    
    
    60,519
    
    
    
    141
    
    
    
    
    
    
    
    60,660DEFERRED DEBT ISSUANCE COSTS, NET AND OTHER
ASSETS
    
    
    6,367
    
    
    
    3,074
    
    
    
    
    
    
    
    9,441INVESTMENT IN SUBSIDIARIES
    
    
    16,303
    
    
    
    
    
    
    
    (16,303
    )
    
    
    TOTAL ASSETS
    
    $
    188,560
    
    
    $
    62,747
    
    
    $
    (51,276
    )
    
    $
    200,031LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt
    
    $
    2,886
    
    
    $
    515
    
    
    $
    
    
    
    $
    3,401Accounts payable
    
    
    24,858
    
    
    
    737
    
    
    
    
    
    
    
    25,595Intercompany payable
    
    
    
    
    
    
    32,173
    
    
    
    (32,173
    )
    
    
    Accrued liabilities
    
    
    11,273
    
    
    
    5,048
    
    
    
    (2,800
    )
    
    
    13,521Deferred income taxes
    
    
    
    
    
    
    354
    
    
    
    
    
    
    
    354Total current liabilities
    
    $
    39,017
    
    
    $
    38,827
    
    
    $
    (34,973
    )
    
    $
    42,871LONG-TERM DEBT
    
    
    147,283
    
    
    
    7,486
    
    
    
    
    
    
    
    154,769DEFERRED INCOME TAXES
    
    
    
    
    
    
    131
    
    
    
    
    
    
    
    131SHAREHOLDERS EQUITY:Additional paid-in capital
    
    
    25,559
    
    
    
    1
    
    
    
    (1
    )
    
    
    25,559Retained earnings (accumulated deficit)
    
    
    (23,299
    )
    
    
    16,302
    
    
    
    (16,302
    )
    
    
    (23,299
    )Total shareholders equity
    
    
    2,260
    
    
    
    16,303
    
    
    
    (16,303
    )
    
    
    2,260TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    188,560
    
    
    $
    62,747
    
    
    $
    (51,276
    )
    
    $
    200,031
 11




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##### Table of Contents



COLEMAN CABLE, INC. AND SUBIDIARIES
CONSOLIDATING BALANCE SHEET AS OF MARCH 31, 2006
 GuarantorParent
    
    Subsidiaries
    
    Eliminations
    
    TotalASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    43
    
    
    $
    19
    
    
    $
    
    
    
    $
    62Accounts receivablenet of allowances
    
    
    54,275
    
    
    
    2,246
    
    
    
    
    
    
    
    56,521Intercompany receivable
    
    
    
    
    
    
    14,948
    
    
    
    (14,948
    )
    
    
    Inventories, net
    
    
    67,962
    
    
    
    5,527
    
    
    
    
    
    
    
    73,489Deferred income taxes
    
    
    
    
    
    
    167
    
    
    
    
    
    
    
    167Prepaid expenses and other current assets
    
    
    2,511
    
    
    
    1,784
    
    
    
    (1,210
    )
    
    
    3,085Total current assets
    
    
    124,791
    
    
    
    24,691
    
    
    
    (16,158
    )
    
    
    133,324PROPERTY, PLANT AND EQUIPMENT, NET
    
    
    18,354
    
    
    
    6,240
    
    
    
    
    
    
    
    24,594GOODWILL AND INTELLECTUAL PROPERTY, NET
    
    
    60,507
    
    
    
    141
    
    
    
    
    
    
    
    60,648DEFERRED DEBT ISSUANCE COSTS, NET AND OTHER
ASSETS
    
    
    5,360
    
    
    
    3
    
    
    
    
    
    
    
    5,363INVESTMENT IN SUBSIDIARIES
    
    
    21,775
    
    
    
    
    
    
    
    (21,775
    )
    
    
    TOTAL ASSETS
    
    $
    230,787
    
    
    $
    31,075
    
    
    $
    (37,933
    )
    
    $
    223,929LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt
    
    $
    335
    
    
    $
    552
    
    
    $
    
    
    
    $
    887Accounts payable
    
    
    28,286
    
    
    
    971
    
    
    
    
    
    
    
    29,257Intercompany payable
    
    
    11,505
    
    
    
    3,443
    
    
    
    (14,948
    )
    
    
    Accrued liabilities
    
    
    12,978
    
    
    
    2,998
    
    
    
    (1,210
    )
    
    
    14,766Deferred income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total current liabilities
    
    
    53,104
    
    
    
    7,964
    
    
    
    (16,158
    )
    
    
    44,910LONG-TERM DEBT
    
    
    165,158
    
    
    
    1,249
    
    
    
    
    
    
    
    166,407DEFERRED INCOME TAXES
    
    
    
    
    
    
    87
    
    
    
    
    
    
    
    87SHAREHOLDERS EQUITY:Additional paid-in capital
    
    
    25,559
    
    
    
    1
    
    
    
    (1
    )
    
    
    25,559Retained earnings (accumulated deficit)
    
    
    (13,034
    )
    
    
    21,774
    
    
    
    (21,774
    )
    
    
    (13,034
    )Total shareholders equity
    
    
    12,525
    
    
    
    21,775
    
    
    
    (21,775
    )
    
    
    12,525TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    230,787
    
    
    $
    31,075
    
    
    $
    (37,933
    )
    
    $
    223,929
 12




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##### Table of Contents



COLEMAN CABLE, INC. AND SUBSIDARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2005
 GuarantorParent
    
    Subsidiaries
    
    Eliminations
    
    TotalCASH FLOW FROM OPERATING ACTIVITIES:Net income
    
    $
    60
    
    
    $
    1,077
    
    
    $
    (1,077
    )
    
    $
    60Adjustments to reconcile net income to net cash flow from operating activities:Depreciation and amortization
    
    
    1,198
    
    
    
    256
    
    
    
    
    
    
    
    1,454Noncash interest expense
    
    
    
    
    
    
    (66
    )
    
    
    
    
    
    
    (66
    )Deferred tax provision
    
    
    
    
    
    
    (5
    )
    
    
    
    
    
    
    (5
    )Loss on disposal of fixed assets-net
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    5Equity in consolidated subsidiaries
    
    
    (1,077
    )
    
    
    
    
    
    
    1,077
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    
    
    
    
    823
    
    
    
    
    
    
    
    823Inventories
    
    
    (5,541
    )
    
    
    794
    
    
    
    
    
    
    
    (4,747
    )Prepaid expenses and other assets
    
    
    (543
    )
    
    
    82
    
    
    
    500
    
    
    
    39Accounts payable
    
    
    5,594
    
    
    
    26
    
    
    
    
    
    
    
    5,620Intercompany accounts
    
    
    2,596
    
    
    
    (2,596
    )
    
    
    
    
    
    
    Accrued liabilities
    
    
    (427
    )
    
    
    (216
    )
    
    
    (500
    )
    
    
    (1,143
    )Net cash flow from operating activities
    
    
    1,865
    
    
    
    175
    
    
    
    
    
    
    
    2,040CASH FLOW FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (1,432
    )
    
    
    (40
    )
    
    
    
    
    
    
    (1,472
    )Net cash flow from investing activities
    
    
    (1,432
    )
    
    
    (40
    )
    
    
    
    
    
    
    (1,472
    )CASH FLOW FROM FINANCING ACTIVITIES:Net repayment under revolving loan facilities
    
    
    (1,320
    )
    
    
    
    
    
    
    
    
    
    
    (1,320
    )Repayment of long-term debt
    
    
    (102
    )
    
    
    (135
    )
    
    
    
    
    
    
    (237
    )Net cash flow from financing activities
    
    
    (1,422
    )
    
    
    (135
    )
    
    
    
    
    
    
    (1,557
    )INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS
    
    
    (989
    )
    
    
    
    
    
    
    
    
    
    
    (989
    )CASH AND CASH EQUIVALENTS  Beginning of period
    
    
    1,024
    
    
    
    10
    
    
    
    
    
    
    
    1,034CASH AND CASH EQUIVALENTS  End of period
    
    $
    35
    
    
    $
    10
    
    
    $
    
    
    
    $
    45
 13




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##### Table of Contents



COLEMAN CABLE, INC. AND SUBSIDARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2006
 GuarantorParent
    
    Subsidiaries
    
    Eliminations
    
    TotalCASH FLOW FROM OPERATING ACTIVITIES:Net income
    
    $
    5,108
    
    
    $
    1,047
    
    
    $
    (1,047
    )
    
    $
    5,108Adjustments to reconcile net income to net cash flow from operating activities:Depreciation and amortization
    
    
    1,526
    
    
    
    215
    
    
    
    
    
    
    
    1,741Deferred tax provision
    
    
    
    
    
    
    11
    
    
    
    
    
    
    
    11Loss on disposal of fixed assets  net
    
    
    64
    
    
    
    
    
    
    
    
    
    
    
    64Gain on sale of investment  net
    
    
    (11
    )
    
    
    
    
    
    
    
    
    
    
    (11
    )Equity in consolidated subsidiaries
    
    
    (1,047
    )
    
    
    
    
    
    
    1,047
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    3,127
    
    
    
    (808
    )
    
    
    
    
    
    
    2,319Inventories
    
    
    (6,680
    )
    
    
    1,080
    
    
    
    
    
    
    
    (5,600
    )Prepaid expenses and other assets
    
    
    (564
    )
    
    
    (919
    )
    
    
    1,210
    
    
    
    (273
    )Accounts payable
    
    
    7,140
    
    
    
    1
    
    
    
    
    
    
    
    7,141Intercompany accounts
    
    
    (811
    )
    
    
    811
    
    
    
    
    
    
    
    Accrued liabilities
    
    
    359
    
    
    
    (1,159
    )
    
    
    (1,210
    )
    
    
    (2,010
    )Net cash flow from operating activities
    
    
    8,211
    
    
    
    279
    
    
    
    
    
    
    
    8,490CASH FLOW FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (763
    )
    
    
    (145
    )
    
    
    
    
    
    
    (908
    )Proceeds from sale of investment
    
    
    82
    
    
    
    
    
    
    
    
    
    
    
    82Net cash flow from investing activities
    
    
    (681
    )
    
    
    (145
    )
    
    
    
    
    
    
    (826
    )CASH FLOW FROM FINANCING ACTIVITIES:Net
repayments under revolving loan facility
    
    
    (1,791
    )
    
    
    
    
    
    
    
    
    
    
    (1,791
    )Repayment of long-term debt
    
    
    (80
    )
    
    
    (135
    )
    
    
    
    
    
    
    (215
    )Dividends paid to shareholders
    
    
    (5,654
    )
    
    
    
    
    
    
    
    
    
    
    (5,654
    )Net cash flow from financing activities
    
    
    (7,525
    )
    
    
    (135
    )
    
    
    
    
    
    
    (7,660
    )INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    5
    
    
    
    (1
    )
    
    
    
    
    
    
    4CASH AND CASH EQUIVALENTS  Beginning of period
    
    
    38
    
    
    
    20
    
    
    
    
    
    
    
    58CASH AND CASH EQUIVALENTS  End of period
    
    $
    43
    
    
    $
    19
    
    
    $
    
    
    
    $
    62NONCASH ACTIVITYUnpaid capital expenditures
    
    $
    156
    
    
    
    
    
    
    
    
    
    
    $
    156
 14




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##### Table of Contents



10. SUBSEQUENT EVENT
   15




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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,
2005. 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
    st th
 16




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##### Table of Contents



Business Segment Information
  Consolidated Results of Operations
  Three Months Ended March 31,2005
    
    
    2006Amount
    
    
    %
    
    
    Amount
    
    
    %Net sales
    
    $
    74,761
    
    
    
    100.0
    %
    
    $
    90,798
    
    
    
    100.0
    %Gross profit
    
    
    10,161
    
    
    
    13.6
    
    
    
    16,569
    
    
    
    18.2Selling, engineering, general
and administrative expenses
    
    
    5,923
    
    
    
    7.9
    
    
    
    6,742
    
    
    
    7.4Operating income
    
    
    4,238
    
    
    
    5.7
    
    
    
    9,827
    
    
    
    10.8Interest expense, net
    
    
    3,662
    
    
    
    4.9
    
    
    
    4,065
    
    
    
    4.5Other income
    
    
    
    
    
    
    0.0
    
    
    
    (11
    )
    
    
    0.0Income before income taxes
    
    
    576
    
    
    
    1.0
    
    
    
    5,773
    
    
    
    6.4Income tax expense
    
    
    516
    
    
    
    1.0
    
    
    
    665
    
    
    
    0.7Net income
    
    $
    60
    
    
    
    0.0
    
    
    $
    5,108
    
    
    
    5.6Capital expenditures
    
    $
    1,472
    
    
    
    
    
    
    $
    908Depreciation and amortization
expense
    
    $
    1,454
    
    
    
    
    
    
    $
    1,741
 17




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##### Table of Contents



Three Months Ended March 31, 2006 Compared with Three Months Ended March 31, 2005
 Net sales
 Gross profit margin
 Selling, engineering, general and administrative (SEG&A)
 Interest expense, net 
 Income tax expense 
 18




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##### Table of Contents



Segment Results
  Three months ended March 31,2005
    
    
    2006Amount
    
    
    %
    
    
    Amount
    
    
    %Net Sales:Electrical/Wire and Cable Distributors
    
    $
    26,300
    
    
    
    35.2
    %
    
    $
    32,013
    
    
    
    35.3
    %Specialty Distributors and OEMs
    
    
    38,310
    
    
    
    51.2
    
    
    
    62,528
    
    
    
    68.9Consumer Outlets
    
    
    11,325
    
    
    
    15.2
    
    
    
    9,941
    
    
    
    11.0Intercompany eliminations
    
    
    (1,174
    )
    
    
    (1.6
    )
    
    
    (13,684
    )
    
    
    (15.2
    )Total
    
    $
    74,761
    
    
    
    100.0
    %
    
    $
    90,798
    
    
    
    100.0
    %Operating Income:Electrical/Wire and Cable Distributors
    
    $
    2,476
    
    
    
    9.4
    %
    
    $
    4,959
    
    
    
    15.5
    %Specialty Distributors and OEMs
    
    
    2,709
    
    
    
    7.1
    
    
    
    5,708
    
    
    
    9.1Consumer Outlets
    
    
    35
    
    
    
    0.3
    
    
    
    106
    
    
    
    1.1Total
    
    
    5,220
    
    
    
    
    
    
    
    10,773Corporate
    
    
    (982
    )
    
    
    
    
    
    
    (946
    )Consolidated operating income
    
    $
    4,238
    
    
    
    5.7
    %
    
    $
    9,827
    
    
    
    10.8
    %
 Three Months Ended March 31, 2006 Compared with Three Months Ended March 31, 2005
 Electrical/Wire and Cable Distributors
   Specialty Distributors and OEMs
  19




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##### Table of Contents



Consumer Outlets
   Liquidity and Capital Resources
 Debt
  As ofMarch 31, 2006Revolving credit facility
    
    $
    44,210Senior notes
    
    
    120,000Capital lease obligations
    
    
    1,399Other long-term debt
    
    
    1,685Total long-term debt
    
    $
    167,294
 Senior Secured Revolving Credit Facility
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
 
    
 
 
 
 
 
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
 
 
 Senior Notes
  Other
   Current and Future Liquidity
   
 
 
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
 
        23




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Seasonality
  Contractual Obligations
  Payments Due by PeriodLess than
    
    
    
    
    
    
    
    
    
    AfterContractual Obligations
    
    Total
    
    1 Year
    
    1-3 Years
    
    3-5 Years
    
    5 Years(dollars in thousands)Current and long-term debt obligations (including interest)
    
    $
    198,921
    
    
    $
    12,456
    
    
    $
    36,670
    
    
    $
    52,994
    
    
    $
    96,801Capital lease obligations (including interest)
    
    
    1,700
    
    
    
    509
    
    
    
    1,191
    
    
    
    
    
    
    
    Operating lease obligations
    
    
    12,198
    
    
    
    2,605
    
    
    
    4,394
    
    
    
    2,555
    
    
    
    2,644Purchase obligations
    
    
    28,096
    
    
    
    28,096
    
    
    
    
    
    
    
    
    
    
    
    
    Off-Balance Sheet Assets and Obligations
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New Accounting Pronouncements
 Inventory Costs  An Amendment of ARB No. 43,
Chapter 4 Inventory Pricing
 Cautionary Note Regarding Forward-Looking Statements
    
    
    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;
    
    failure to identify, finance or integrate acquisitions; 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, 2005.
  25




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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
  Commodity Risk.
 Interest Rate Risk.
 
 ITEM 4. Controls and Procedures
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PART II OTHER INFORMATION
 
 ITEM 1. Legal Proceedings
  
 ITEM 6. Exhibits
 See Index to Exhibits
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SIGNATURES
  COLEMAN CABLE, INC.(Registrant)Date: May 15, 2006
    
    By/s/ G. Gary YetmanChief Executive Officer and PresidentDate: May 15, 2006
    
    By/s/ Richard N. BurgerChief Financial Officer, Executive VicePresident, Secretary and Treasurer
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##### Table of Contents



ExhibitNo.
    
    
    
    Description3.1
    
    
    
    Certificate of Incorporation of Coleman
Cable, Inc., incorporated herein by reference
to our Form S-4 filed on April 26, 2005.3.2
    
    
    
    By-Laws of Coleman Cable, Inc., incorporated
herein by reference to our Form S-4 filed on
April 26, 2005.4.1
    
    
    
    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, 2005.10.1
    
    
    
    Credit Agreement dated as of September 28,
2004 among Coleman Cable, Inc. and certain of
its U.S. Subsidiaries, as Borrowers, the
Lenders named therein, Wachovia Bank,
National Association, as Administrative
Agent, ING Capital LLC and National City
Business Credit, Inc., as Syndication Agents,
and PNC Bank, National Association and
Associated Bank, National Association, as
Documentation Agents, incorporated herein by
reference to our Form S-4 filed on April 26,
2005.10.2
    
    
    
    First Amendment and Waiver to Credit
Agreement dated as of September 30, 2004
among Coleman Cable, Inc. and certain of its
U.S. Subsidiaries, as Borrowers, the Lenders
named therein, and Wachovia Bank, National
Association, as administrative agent,
incorporated herein by reference to our Form
S-4 filed on April 26, 2005.10.3
    
    
    
    Second Amendment to Credit Agreement dated as
of September 30, 2004 among Coleman Cable,
Inc. and certain of its U.S. Subsidiaries, as
Borrowers, the Lenders named therein, and
Wachovia Bank, National Association, as
administrative agent, incorporated herein by
reference to our Form S-4 filed on April 26,
2005.*10.4
    
    
    
    Consulting Agreement dated as of October 1,
2004 by and between Coleman Cable, Inc. and
David Bistricer, incorporated herein by
reference to our Form S-4 filed on April 26,
2005.*10.5
    
    
    
    Consulting Agreement dated as of October 1,
2004 by and between Coleman Cable, Inc. and
Nachum Stein, incorporated herein by
reference to our Form S-4 filed on April 26,
2005.10.6
    
    
    
    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,
2005.10.7
    
    
    
    Third Amendment to Credit Agreement dated as
of November 2, 2005 among Coleman Cable, Inc.
and certain of its U.S. Subsidiaries, as
Borrowers, the Lenders named therein, and
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ExhibitNo.
    
    
    
    DescriptionWachovia Bank, National Association, as
administrative agent, incorporated herein by
reference to our Quarterly Report on Form
10-Q for the quarter ended September 30, 2005.31.1
    
    
    
    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.
 30