##### 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, 2009
 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
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



INDEX
 PagePART I. FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements (unaudited)
    
    
    3Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2009 and 2008
    
    
    3Condensed Consolidated Balance Sheets as of June 30, 2009 and December 31, 2008
    
    
    4Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2009 and 2008
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    22Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    33Item 4. Controls and Procedures
    
    
    33PART II. OTHER INFORMATION
    
    
    34Item 1. Legal Proceedings
    
    
    34Item 4.
Submission of Matters to a Vote of Security Holders
    
    
    34Item 6. Exhibits
    
    
    34Signatures
    
    
    35Exhibit Index
    
    
    36EX-31.1EX-31.2EX-32.1
  2




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##### Table of Contents



PART I.
 
 ITEM 1.
    
    Financial Statements
 COLEMAN CABLE, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (Thousands, except per share data)
 (unaudited)
 Three months ended June 30,
    
    
    Six months ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008NET SALES
    
    $
    112,932
    
    
    $
    267,578
    
    
    $
    230,254
    
    
    $
    520,062COST OF GOODS SOLD
    
    
    95,922
    
    
    
    239,286
    
    
    
    196,696
    
    
    
    462,921GROSS PROFIT
    
    
    17,010
    
    
    
    28,292
    
    
    
    33,558
    
    
    
    57,141SELLING, ENGINEERING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    9,833
    
    
    
    13,480
    
    
    
    20,492
    
    
    
    26,240INTANGIBLE ASSET AMORTIZATION
    
    
    2,073
    
    
    
    3,106
    
    
    
    4,703
    
    
    
    5,768ASSET IMPAIRMENTS
    
    
    
    
    
    
    
    
    
    
    69,498
    
    
    
    RESTRUCTURING CHARGES
    
    
    1,700
    
    
    
    2,835
    
    
    
    2,357
    
    
    
    3,011OPERATING INCOME (LOSS)
    
    
    3,404
    
    
    
    8,871
    
    
    
    (63,492
    )
    
    
    22,122INTEREST EXPENSE
    
    
    6,366
    
    
    
    7,531
    
    
    
    12,771
    
    
    
    15,335GAIN ON REPURCHASE OF SENIOR NOTES
    
    
    (2,900
    )
    
    
    
    
    
    
    (2,900
    )
    
    
    OTHER (INCOME) LOSS, NET
    
    
    (732
    )
    
    
    2
    
    
    
    (393
    )
    
    
    123INCOME (LOSS) BEFORE INCOME TAXES
    
    
    670
    
    
    
    1,338
    
    
    
    (72,970
    )
    
    
    6,664INCOME TAX EXPENSE (BENEFIT)
    
    
    370
    
    
    
    495
    
    
    
    (8,500
    )
    
    
    2,563NET INCOME (LOSS)
    
    $
    300
    
    
    $
    843
    
    
    $
    (64,470
    )
    
    $
    4,101EARNINGS (LOSS) PER COMMON SHARE DATANET INCOME (LOSS) PER SHAREBasic
    
    $
    0.02
    
    
    $
    0.05
    
    
    $
    (3.84
    )
    
    $
    0.24Diluted
    
    
    0.02
    
    
    
    0.05
    
    
    
    (3.84
    )
    
    
    0.24WEIGHTED AVERAGE COMMON SHARES
OUTSTANDINGBasic
    
    
    16,809
    
    
    
    16,787
    
    
    
    16,808
    
    
    
    16,787Diluted
    
    
    17,195
    
    
    
    16,809
    
    
    
    16,808
    
    
    
    16,804
  3




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COLEMAN CABLE, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (Thousands, except per share data)
 (unaudited)
 June 30,
    
    
    December 31,2009
    
    
    2008ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    10,078
    
    
    $
    16,328Accounts receivable, less allowance for uncollectible accounts of $2,719 and $3,020, respectively
    
    
    69,625
    
    
    
    97,038Inventories
    
    
    63,477
    
    
    
    73,368Deferred income taxes
    
    
    3,619
    
    
    
    4,202Assets held for sale
    
    
    3,535
    
    
    
    3,535Prepaid expenses and other current assets
    
    
    6,971
    
    
    
    10,688Total current assets
    
    
    157,305
    
    
    
    205,159PROPERTY, PLANT AND EQUIPMENT, NET
    
    
    56,855
    
    
    
    61,443GOODWILL
    
    
    28,929
    
    
    
    98,354INTANGIBLE ASSETS
    
    
    34,693
    
    
    
    39,385OTHER ASSETS
    
    
    10,066
    
    
    
    7,625TOTAL ASSETS
    
    $
    287,848
    
    
    $
    411,966LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt
    
    $
    160
    
    
    $
    30,445Accounts payable
    
    
    22,937
    
    
    
    27,408Accrued liabilities
    
    
    25,284
    
    
    
    31,191Total current liabilities
    
    
    48,381
    
    
    
    89,044LONG-TERM DEBT
    
    
    229,120
    
    
    
    242,369OTHER LONG-TERM LIABILITIES
    
    
    3,780
    
    
    
    4,046DEFERRED INCOME TAXES
    
    
    
    
    
    
    7,088SHAREHOLDERS EQUITY:Common stock, par value $0.001; 75,000 authorized; 17,180 and 16,787 issued and outstanding on
June 30, 2009 and December 31, 2008
    
    
    17
    
    
    
    17Additional paid-in capital
    
    
    87,346
    
    
    
    86,135Accumulated deficit
    
    
    (80,438
    )
    
    
    (15,968
    )Accumulated other comprehensive loss
    
    
    (358
    )
    
    
    (765
    )Total shareholders equity
    
    
    6,567
    
    
    
    69,419TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    287,848
    
    
    $
    411,966
  4




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COLEMAN CABLE, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Thousands)
 (unaudited)
 Six months ended June 30,2009
    
    
    2008CASH FLOW FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    (64,470
    )
    
    $
    4,101Adjustments to reconcile net income (loss) to net
cash flow from operating activities:Depreciation and amortization
    
    
    12,039
    
    
    
    14,710Stock-based compensation
    
    
    1,211
    
    
    
    1,322Foreign currency transaction gain
    
    
    (393
    )
    
    
    Gain on repurchase of Senior Notes
    
    
    (2,900
    )Asset impairments
    
    
    69,498Deferred taxes
    
    
    (9,363
    )
    
    
    57Loss on disposal of fixed assets
    
    
    14
    
    
    
    68Changes in operating assets and liabilities:Accounts receivable
    
    
    27,470
    
    
    
    5,490Inventories
    
    
    10,136
    
    
    
    5,811Prepaid expenses and other assets
    
    
    4,287
    
    
    
    (3,945
    )Accounts payable
    
    
    (4,252
    )
    
    
    (6,816
    )Accrued liabilities
    
    
    (6,446
    )
    
    
    (8,488
    )Net cash flow from operating activities
    
    
    36,831
    
    
    
    12,310CASH FLOW FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (2,078
    )
    
    
    (9,133
    )Acquisition of businesses, net of cash acquired
    
    
    
    
    
    
    (708
    )Proceeds from sale of fixed assets
    
    
    16
    
    
    
    13Net cash flow from investing activities
    
    
    (2,062
    )
    
    
    (9,828
    )CASH FLOW FROM FINANCING ACTIVITIES:Net repayments under revolving loan facilities
    
    
    (30,000
    )
    
    
    (5,658
    )Debt amendment fee
    
    
    (1,012
    )
    
    
    Repayment of long-term debt
    
    
    (10,080
    )
    
    
    (474
    )Net cash flow from financing activities
    
    
    (41,092
    )
    
    
    (6,132
    )Effect of exchange rate changes on cash and cash
equivalents
    
    
    73
    
    
    
    66DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (6,250
    )
    
    
    (3,584
    )CASH AND CASH EQUIVALENTS  Beginning of period
    
    
    16,328
    
    
    
    8,877CASH AND CASH EQUIVALENTS  End of period
    
    $
    10,078
    
    
    $
    5,293NONCASH ACTIVITYUnpaid capital expenditures
    
    
    159
    
    
    
    220Capital lease obligation
    
    
    
    
    
    
    135SUPPLEMENTAL CASH FLOW INFORMATIONIncome taxes paid (refunded), net
    
    
    (3,504
    )
    
    
    4,552Cash interest paid
    
    
    12,537
    
    
    
    15,113
  5




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COLEMAN CABLE, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Thousands, except per share data)
 (unaudited)
 1. BASIS OF PRESENTATION
  2. NEW ACCOUNTING PRONOUNCEMENTS
 Business Combinations
 Fair Value Measurements.
 Noncontrolling Interests in Consolidated
Financial Statements  an amendment of Accounting Research Bulletin (ARB) No. 51 Consolidated
Financial Statements
 Disclosures about Derivative Instruments and
Hedging Activitiesan Amendment of FASB Statement No. 133
 Subsequent Events
 6




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3. ASSET IMPAIRMENTS
 Goodwill and Other Intangible Assets
   7




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4. RESTRUCTURING ACTIVITIES
   EmployeeSeveranceand
    
    
    Lease
    
    
    Equipment
    
    
    OtherRelocation
    
    
    Termination
    
    
    Relocation
    
    
    ClosingCosts
    
    
    Costs
    
    
    Costs
    
    
    Costs
    
    
    TotalBALANCE  December 31, 2008
    
    $
    25
    
    
    $
    4,967
    
    
    $
    
    
    
    $
    24
    
    
    $
    5,016Provision
    
    
    617
    
    
    
    927
    
    
    
    306
    
    
    
    507
    
    
    
    2,357Cash payments
    
    
    (557
    )
    
    
    (1,410
    )
    
    
    (306
    )
    
    
    (514
    )
    
    
    (2,787
    )BALANCE  June 30, 2009
    
    $
    85
    
    
    $
    4,484
    
    
    $
    
    
    
    $
    17
    
    
    $
    4,586
 8




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5. INVENTORIES
  June 30,
    
    
    December 31,2009
    
    
    2008FIFO cost:Raw materials
    
    $
    16,644
    
    
    $
    14,628Work in progress
    
    
    2,460
    
    
    
    2,038Finished products
    
    
    44,373
    
    
    
    56,702Total
    
    $
    63,477
    
    
    $
    73,368
 9




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6. ACCRUED LIABILITIES
  June 30,
    
    
    December 31,2009
    
    
    2008Salaries, wages and employee benefits
    
    $
    4,047
    
    
    $
    3,289Sales incentives
    
    
    6,092
    
    
    
    10,416Interest
    
    
    5,609
    
    
    
    5,988Other
    
    
    9,536
    
    
    
    11,498Total
    
    $
    25,284
    
    
    $
    31,191
 7. DEBT
 June 30,
    
    
    December 31,2009
    
    
    2008Revolving credit facility expiring April 2012
    
    $
    
    
    
    $
    30,0009.875% Senior notes due October 2012, including
unamortized premium of $1,930 and $2,352,
respectively
    
    
    229,110
    
    
    
    242,352Capital lease obligations
    
    
    170
    
    
    
    462229,280
    
    
    
    272,814Less current portion
    
    
    (160
    )
    
    
    (30,445
    )Long-term debt
    
    $
    229,120
    
    
    $
    242,369
 9.875% Senior Notes and Repurchases
   Revolving Credit Facility
    10




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8. EARNINGS PER SHARE
  Three Months Ended June 30,
    
    Six Months Ended June 30,Components of Basic and Diluted Earnings per Share
    
    2009
    
    2008
    
    2009
    
    2008Numerator:Net income (loss)
    
    
    300
    
    
    
    843
    
    
    
    (64,470
    )
    
    
    4,101Less: Earnings allocated to participating securities
    
    
    (6
    )
    
    
    (3
    )
    
    
    
    
    
    
    (16
    )Net income (loss) allocated to common shareholders
    
    
    294
    
    
    
    840
    
    
    
    (64,470
    )
    
    
    4,085Denominator:Basic weighted average shares outstanding
    
    
    16,809
    
    
    
    16,787
    
    
    
    16,808
    
    
    
    16,787Dilutive effect of share-based awards
    
    
    386
    
    
    
    22
    
    
    
    
    
    
    
    17Diluted weighted average share outstanding
    
    
    17,195
    
    
    
    16,809
    
    
    
    16,808
    
    
    
    16,804
  9. SHAREHOLDERS EQUITY
 Stock-Based Compensation
  11




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Stock Options
   Weighted-AverageWeighted-Average
    
    Remaining
    
    AggregateExercise
    
    Contractual
    
    IntrinsicShares
    
    Price
    
    Terms
    
    ValueOutstanding January 1, 2009
    
    
    1,029
    
    
    $
    14.12
    
    
    
    8.1
    
    
    
    Granted
    
    
    290
    
    
    
    3.99
    
    
    
    9.6
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited or expired
    
    
    (7
    )
    
    
    13.74Outstanding June 30, 2009
    
    
    1,312
    
    
    $
    11.88
    
    
    
    8.0
    
    
    
    Vested or expected to vest
    
    
    1,264
    
    
    $
    12.03
    
    
    
    
    
    
    
    Exercisable
    
    
    
    
    
    
    
  Stock Awards
   Weighted-AverageGrant -DateShares
    
    Fair ValueNonvested at January 1, 2009
    
    
    67
    
    
    $
    8.41Granted
    
    
    326
    
    
    $
    3.99Vested
    
    
    (22
    )Forfeited
    
    
    Nonvested at June 30, 2009
    
    
    371
    
    
    $
    4.52
 Comprehensive Income
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net income (loss)
    
    $
    300
    
    
    $
    843
    
    
    $
    (64,470
    )
    
    $
    4,101Other comprehensive income:Currency translation adjustment, net of tax
    
    
    174
    
    
    
    56
    
    
    
    36
    
    
    
    (12
    )Derivative gains, net of tax
    
    
    157
    
    
    
    
    
    
    
    371
    
    
    
    Total comprehensive income (loss)
    
    $
    631
    
    
    $
    899
    
    
    $
    (64,063
    )
    
    $
    4,089
  12




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10. RELATED PARTIES
  11. COMMITMENTS AND CONTINGENCIES
 Operating Leases
  Legal Matters
    12. DERIVATIVES
 Accounting for Derivatives Instruments and Hedging Activities
  13




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At June 30, 2009Fair ValueAssets
    
    LiabilitiesDerivatives accounted for as hedges under SFAS No. 133Copper commodity contracts accounted for as cash flow hedges
    
    $
    325
    
    
    $
    Derivatives not accounted for as hedges under SFAS No. 133Copper commodity contracts
    
    $
    
    
    
    $
    83
  Location of GainGain Recognized in OCI
    
    Gain Recognized in Income
    
    Recognized in IncomeDerivatives in SFAS No. 133 cash flow hedging relationships
    
    (Effective Portion)
    
    (Ineffective Portion)
    
    (Ineffective portion)Copper commodity contracts:Three months ended June 30, 2009
    
    $
    256
    
    
    $
    13
    
    
    Cost of goods soldSix months ended June 30, 2009
    
    $
    611
    
    
    $
    14
    
    
    Cost of goods sold
 Loss Recognized in
    
    Location of LossDerivatives not accounted for as hedges under SFAS No. 133
    
    Income
    
    Recognized in IncomeCopper commodity contracts:Three months ended June 30, 2009
    
    $
    430
    
    
    Cost of goods soldSix months ended June 30, 2009
    
    $
    1,038
    
    
    Cost of goods sold
  13. INCOME TAXES
 Three Months Ended June 30,
    
    Six Months Ended June 30,2009
    
    2008
    
    2009
    
    2008Effective Tax Rate
    
    
    55
    %
    
    
    37
    %
    
    
    12
    %
    
    
    38
    %
  14




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##### Table of Contents



14. OTHER (INCOME) LOSS
  15. BUSINESS SEGMENT INFORMATION
   Three months ended June 30,
    
    
    Six months ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net Sales:Distribution Segment
    
    $
    86,826
    
    
    $
    175,875
    
    
    $
    176,926
    
    
    $
    340,500OEM Segment
    
    
    26,106
    
    
    
    91,703
    
    
    
    53,328
    
    
    
    179,562Total
    
    $
    112,932
    
    
    $
    267,578
    
    
    $
    230,254
    
    
    $
    520,062Operating Income(Loss):Distribution Segment
    
    $
    7,161
    
    
    $
    16,644
    
    
    $
    14,559
    
    
    $
    32,922OEM Segment
    
    
    1,875
    
    
    
    729
    
    
    
    2,367
    
    
    
    3,464Total segments
    
    
    9,036
    
    
    
    17,373
    
    
    
    16,926
    
    
    
    36,386Corporate
    
    
    (5,632
    )
    
    
    (8,502
    )
    
    
    (80,418
    )
    
    
    (14,264
    )Consolidated operating income (loss)
    
    $
    3,404
    
    
    $
    8,871
    
    
    $
    (63,492
    )
    
    $
    22,122
   16. SUPPLEMENTAL GUARANTOR INFORMATION
  15




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COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2009
 Guarantor
    
    
    Non GuarantorParent
    
    
    Subsidiary
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNET SALES
    
    $
    106,975
    
    
    $
    
    
    
    $
    5,957
    
    
    $
    
    
    
    $
    112,932COST OF GOODS SOLD
    
    
    91,113
    
    
    
    
    
    
    
    4,809
    
    
    
    
    
    
    
    95,922GROSS PROFIT
    
    
    15,862
    
    
    
    
    
    
    
    1,148
    
    
    
    
    
    
    
    17,010SELLING, ENGINEERING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    8,817
    
    
    
    7
    
    
    
    1,009
    
    
    
    
    
    
    
    9,833INTANGIBLE ASSET AMORTIZATION
    
    
    2,046
    
    
    
    
    
    
    
    27
    
    
    
    
    
    
    
    2,073IMPAIRMENT CHARGES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    RESTRUCTURING CHARGES
    
    
    1,688
    
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    1,700OPERATING INCOME
    
    
    3,311
    
    
    
    (7
    )
    
    
    100
    
    
    
    
    
    
    
    3,404INTEREST EXPENSE, NET
    
    
    6,249
    
    
    
    
    
    
    
    117
    
    
    
    
    
    
    
    6,366GAIN ON REPURCHASE OF SENIOR NOTES
    
    
    (2,900
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,900
    )OTHER (INCOME) LOSS, NET
    
    
    
    
    
    
    
    
    
    
    (732
    )
    
    
    
    
    
    
    (732
    )INCOME (LOSS) BEFORE INCOME TAXES
    
    
    (38
    )
    
    
    (7
    )
    
    
    715
    
    
    
    
    
    
    
    670INCOME (LOSS) FROM SUBSIDIARIES
    
    
    481
    
    
    
    
    
    
    
    
    
    
    
    (481
    )
    
    
    INCOME TAX EXPENSE
    
    
    143
    
    
    
    
    
    
    
    227
    
    
    
    
    
    
    
    370NET INCOME (LOSS)
    
    $
    300
    
    
    $
    (7
    )
    
    $
    488
    
    
    $
    (481
    )
    
    $
    300
 COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2008
 Guarantor
    
    
    Non GuarantorParent
    
    
    Subsidiary
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNET SALES
    
    $
    259,695
    
    
    $
    
    
    
    $
    7,883
    
    
    $
    
    
    
    $
    267,578COST OF GOODS SOLD
    
    
    233,141
    
    
    
    
    
    
    
    6,145
    
    
    
    
    
    
    
    239,286GROSS PROFIT
    
    
    26,554
    
    
    
    
    
    
    
    1,738
    
    
    
    
    
    
    
    28,292SELLING, ENGINEERING, GENERAL
AND ADMINISTRATIVE EXPENSES
    
    
    12,327
    
    
    
    
    
    
    
    1,153
    
    
    
    
    
    
    
    13,480INTANGIBLE ASSET AMORTIZATION
    
    
    3,081
    
    
    
    
    
    
    
    25
    
    
    
    
    
    
    
    3,106RESTRUCTURING CHARGES
    
    
    2,835
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,835OPERATING INCOME
    
    
    8,311
    
    
    
    
    
    
    
    560
    
    
    
    
    
    
    
    8,871INTEREST EXPENSE, NET
    
    
    7,474
    
    
    
    
    
    
    
    57
    
    
    
    
    
    
    
    7,531OTHER (INCOME) LOSS, NET
    
    
    12
    
    
    
    
    
    
    
    (10
    )
    
    
    
    
    
    
    2INCOME BEFORE INCOME TAXES
    
    
    825
    
    
    
    
    
    
    
    513
    
    
    
    
    
    
    
    1,338INCOME (LOSS) FROM SUBSIDIARIES
    
    
    328
    
    
    
    
    
    
    
    
    
    
    
    (328
    )
    
    
    INCOME TAX EXPENSE
    
    
    310
    
    
    
    
    
    
    
    185
    
    
    
    
    
    
    
    495NET INCOME (LOSS)
    
    $
    843
    
    
    $
    
    
    
    $
    328
    
    
    $
    (328
    )
    
    $
    843
 16




---



##### Table of Contents



COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2009
 Guarantor
    
    
    Non GuarantorParent
    
    
    Subsidiary
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNET SALES
    
    $
    217,452
    
    
    $
    
    
    
    $
    12,802
    
    
    $
    
    
    
    $
    230,254COST OF GOODS SOLD
    
    
    186,863
    
    
    
    
    
    
    
    9,833
    
    
    
    
    
    
    
    196,696GROSS PROFIT
    
    
    30,589
    
    
    
    
    
    
    
    2,969
    
    
    
    
    
    
    
    33,558SELLING, ENGINEERING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    18,517
    
    
    
    
    
    
    
    1,975
    
    
    
    
    
    
    
    20,492INTANGIBLE ASSET AMORTIZATION
    
    
    4,645
    
    
    
    
    
    
    
    58
    
    
    
    
    
    
    
    4,703IMPAIRMENT CHARGES
    
    
    69,498
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    69,498RESTRUCTURING CHARGES
    
    
    2,297
    
    
    
    
    
    
    
    60
    
    
    
    
    
    
    
    2,357OPERATING INCOME (LOSS)
    
    
    (64,368
    )
    
    
    
    
    
    
    876
    
    
    
    
    
    
    
    (63,492
    )INTEREST EXPENSE, NET
    
    
    12,558
    
    
    
    
    
    
    
    213
    
    
    
    
    
    
    
    12,771GAIN ON REPURCHASE OF SENIOR NOTES
    
    
    (2,900
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,900
    )OTHER (INCOME) LOSS, NET
    
    
    
    
    
    
    
    
    
    
    (393
    )
    
    
    
    
    
    
    (393
    )INCOME (LOSS) BEFORE INCOME TAXES
    
    
    (74,026
    )
    
    
    
    
    
    
    1,056
    
    
    
    
    
    
    
    (72,970
    )INCOME (LOSS) FROM SUBSIDIARIES
    
    
    725
    
    
    
    
    
    
    
    
    
    
    
    (725
    )
    
    
    INCOME TAX EXPENSE (BENEFIT)
    
    
    (8,831
    )
    
    
    
    
    
    
    331
    
    
    
    
    
    
    
    (8,500
    )NET INCOME (LOSS)
    
    $
    (64,470
    )
    
    $
    
    
    
    $
    725
    
    
    $
    (725
    )
    
    $
    (64,470
    )
 COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2008
 Guarantor
    
    
    Non GuarantorParent
    
    
    Subsidiary
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNET SALES
    
    $
    503,211
    
    
    $
    
    
    
    $
    16,851
    
    
    $
    
    
    
    $
    520,062COST OF GOODS SOLD
    
    
    450,840
    
    
    
    
    
    
    
    12,081
    
    
    
    
    
    
    
    462,921GROSS PROFIT
    
    
    52,371
    
    
    
    
    
    
    
    4,770
    
    
    
    
    
    
    
    57,141SELLING, ENGINEERING, GENERAL
AND ADMINISTRATIVE EXPENSES
    
    
    24,036
    
    
    
    
    
    
    
    2,204
    
    
    
    
    
    
    
    26,240INTANGIBLE ASSET AMORTIZATION
    
    
    5,710
    
    
    
    
    
    
    
    58
    
    
    
    
    
    
    
    5,768RESTRUCTURING CHARGES
    
    
    3,011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,011OPERATING INCOME
    
    
    19,614
    
    
    
    
    
    
    
    2,508
    
    
    
    
    
    
    
    22,122INTEREST EXPENSE, NET
    
    
    15,217
    
    
    
    
    
    
    
    118
    
    
    
    
    
    
    
    15,335OTHER LOSS, NET
    
    
    24
    
    
    
    
    
    
    
    99
    
    
    
    
    
    
    
    123INCOME BEFORE INCOME TAXES
    
    
    4,373
    
    
    
    
    
    
    
    2,291
    
    
    
    
    
    
    
    6,664INCOME (LOSS) FROM SUBSIDIARIES
    
    
    1,466
    
    
    
    
    
    
    
    
    
    
    
    (1,466
    )
    
    
    INCOME TAX EXPENSE
    
    
    1,738
    
    
    
    
    
    
    
    825
    
    
    
    
    
    
    
    2,563NET INCOME (LOSS)
    
    $
    4,101
    
    
    $
    
    
    
    $
    1,466
    
    
    $
    (1,466
    )
    
    $
    4,101
 17




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##### Table of Contents



COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET AS OF JUNE 30, 2009
 Guarantor
    
    
    Non GuarantorParent
    
    
    Subsidiary
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    7,494
    
    
    $
    54
    
    
    $
    2,530
    
    
    $
    
    
    
    $
    10,078Accounts receivablenet of allowances
    
    
    65,938
    
    
    
    
    
    
    
    3,687
    
    
    
    
    
    
    
    69,625Inventories
    
    
    56,818
    
    
    
    
    
    
    
    6,659
    
    
    
    
    
    
    
    63,477Deferred income taxes
    
    
    3,560
    
    
    
    
    
    
    
    59
    
    
    
    
    
    
    
    3,619Asset held for sale
    
    
    3,535
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,535Prepaid expenses and other current assets
    
    
    4,589
    
    
    
    12
    
    
    
    2,370
    
    
    
    
    
    
    
    6,971Total current assets
    
    
    141,934
    
    
    
    66
    
    
    
    15,305
    
    
    
    
    
    
    
    157,305PROPERTY, PLANT AND EQUIPMENT, NET
    
    
    56,431
    
    
    
    
    
    
    
    424
    
    
    
    
    
    
    
    56,855GOODWILL
    
    
    27,598
    
    
    
    
    
    
    
    1,331
    
    
    
    
    
    
    
    28,929INTANGIBLE ASSETS, NET
    
    
    34,519
    
    
    
    
    
    
    
    174
    
    
    
    
    
    
    
    34,693OTHER ASSETS, NET
    
    
    19,363
    
    
    
    
    
    
    
    61
    
    
    
    (9,358
    )
    
    
    10,066INVESTMENT IN SUBSIDIARIES
    
    
    3,176
    
    
    
    
    
    
    
    
    
    
    
    (3,176
    )
    
    
    TOTAL ASSETS
    
    $
    283,021
    
    
    $
    66
    
    
    $
    17,295
    
    
    $
    (12,534
    )
    
    $
    287,848LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt
    
    $
    160
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    160Accounts payable
    
    
    20,535
    
    
    
    
    
    
    
    2,402
    
    
    
    
    
    
    
    22,937Intercompany payable
    
    
    760
    
    
    
    44
    
    
    
    (804
    )
    
    
    
    
    
    
    Accrued liabilities
    
    
    22,099
    
    
    
    22
    
    
    
    3,163
    
    
    
    
    
    
    
    25,284Total current liabilities
    
    $
    43,554
    
    
    $
    66
    
    
    $
    4,761
    
    
    $
    
    
    
    $
    48,381LONG-TERM DEBT
    
    
    229,120
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    229,120OTHER LONG-TERM LIABILITIES
    
    
    3,780
    
    
    
    
    
    
    
    9,358
    
    
    
    (9,358
    )
    
    
    3,780DEFERRED INCOME TAXES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    SHAREHOLDERS EQUITY:Common stock
    
    
    17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17Additional paid-in capital
    
    
    87,346
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    87,346Retained earnings (accumulated deficit)
    
    
    (80,438
    )
    
    
    
    
    
    
    3,764
    
    
    
    (3,764
    )
    
    
    (80,438
    )Accumulated other comprehensive loss
    
    
    (358
    )
    
    
    
    
    
    
    (588
    )
    
    
    588
    
    
    
    (358
    )Total shareholders equity
    
    
    6,567
    
    
    
    
    
    
    
    3,176
    
    
    
    (3,176
    )
    
    
    6,567TOTAL LIABILITIES AND SHAREHOLDERS
EQUITY
    
    $
    283,021
    
    
    $
    66
    
    
    $
    17,295
    
    
    $
    (12,534
    )
    
    $
    287,848
 18




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##### Table of Contents



COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2008
 Guarantor
    
    
    Non GuarantorParent
    
    
    Subsidiary
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    12,617
    
    
    $
    49
    
    
    $
    3,662
    
    
    $
    
    
    
    $
    16,328Accounts receivablenet of allowances
    
    
    90,636
    
    
    
    
    
    
    
    6,402
    
    
    
    
    
    
    
    97,038Inventories, net
    
    
    68,002
    
    
    
    
    
    
    
    5,366
    
    
    
    
    
    
    
    73,368Deferred income taxes
    
    
    4,159
    
    
    
    
    
    
    
    43
    
    
    
    
    
    
    
    4,202Assets held for sale
    
    
    3,535
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,535Prepaid expenses and other current assets
    
    
    10,626
    
    
    
    9
    
    
    
    53
    
    
    
    
    
    
    
    10,688Total current assets
    
    
    189,575
    
    
    
    58
    
    
    
    15,526
    
    
    
    
    
    
    
    205,159PROPERTY, PLANT AND EQUIPMENT, NET
    
    
    60,993
    
    
    
    
    
    
    
    450
    
    
    
    
    
    
    
    61,443GOODWILL
    
    
    97,096
    
    
    
    
    
    
    
    1,258
    
    
    
    
    
    
    
    98,354INTANGIBLE ASSETS, NET
    
    
    39,164
    
    
    
    
    
    
    
    221
    
    
    
    
    
    
    
    39,385OTHER ASSETS, NET
    
    
    16,913
    
    
    
    
    
    
    
    70
    
    
    
    (9,358
    )
    
    
    7,625INVESTMENT IN SUBSIDIARIES
    
    
    2,410
    
    
    
    
    
    
    
    
    
    
    
    (2,410
    )
    
    
    TOTAL ASSETS
    
    $
    406,151
    
    
    $
    58
    
    
    $
    17,525
    
    
    $
    (11,768
    )
    
    $
    411,966LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt
    
    $
    30,445
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    30,445Accounts payable
    
    
    25,263
    
    
    
    10
    
    
    
    2,135
    
    
    
    
    
    
    
    27,408Intercompany payable
    
    
    (818
    )
    
    
    17
    
    
    
    801
    
    
    
    
    
    
    
    Accrued liabilities
    
    
    27,957
    
    
    
    31
    
    
    
    3,203
    
    
    
    
    
    
    
    31,191Total current liabilities
    
    $
    82,847
    
    
    $
    58
    
    
    
    6,139
    
    
    $
    
    
    
    $
    89,044LONG-TERM DEBT
    
    
    242,369
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    242,369OTHER LONG-TERM LIABILITIES
    
    
    4,046
    
    
    
    
    
    
    
    9,358
    
    
    
    (9,358
    )
    
    
    4,046DEFERRED INCOME TAXES
    
    
    7,470
    
    
    
    
    
    
    
    (382
    )
    
    
    
    
    
    
    7,088SHAREHOLDERS EQUITY:Common stock
    
    
    17
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17Additional paid-in capital
    
    
    86,135
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86,135Retained earnings (accumulated deficit)
    
    
    (15,968
    )
    
    
    
    
    
    
    3,039
    
    
    
    (3,039
    )
    
    
    (15,968
    )Accumulated
other comprehensive loss
    
    
    (765
    )
    
    
    
    
    
    
    (629
    )
    
    
    629
    
    
    
    (765
    )Total shareholders equity
    
    
    69,419
    
    
    
    
    
    
    
    2,410
    
    
    
    (2,410
    )
    
    
    69,419TOTAL LIABILITIES AND SHAREHOLDERS
EQUITY
    
    $
    406,151
    
    
    $
    58
    
    
    $
    17,525
    
    
    $
    (11,768
    )
    
    $
    411,966
 19




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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, 2009
 Guarantor
    
    
    Non GuarantorParent
    
    
    Subsidiary
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalCASH FLOW FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    (64,470
    )
    
    $
    
    
    
    $
    725
    
    
    $
    (725
    )
    
    $
    (64,470
    )Adjustments to reconcile net income to net cash flow
from operating activities:Depreciation and amortization
    
    
    11,902
    
    
    
    
    
    
    
    137
    
    
    
    
    
    
    
    12,039Stock-based compensation
    
    
    1,211
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,211Foreign currency translation gain
    
    
    
    
    
    
    
    
    
    
    (393
    )
    
    
    
    
    
    
    (393
    )Gain on repurchase of Senior notes
    
    
    (2,900
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,900
    )Asset Impairments
    
    
    69,498
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    69,498Deferred taxes
    
    
    (9,769
    )
    
    
    
    
    
    
    406
    
    
    
    
    
    
    
    (9,363
    )Loss on disposal of fixed assets
    
    
    14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14Equity in consolidated subsidiaries
    
    
    (725
    )
    
    
    
    
    
    
    
    
    
    
    725
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    24,698
    
    
    
    
    
    
    
    2,772
    
    
    
    
    
    
    
    27,470Inventories
    
    
    11,184
    
    
    
    
    
    
    
    (1,048
    )
    
    
    
    
    
    
    10,136Prepaid expenses and other assets
    
    
    6,649
    
    
    
    (3
    )
    
    
    (2,359
    )
    
    
    
    
    
    
    4,287Accounts payable
    
    
    (4,752
    )
    
    
    (10
    )
    
    
    510
    
    
    
    
    
    
    
    (4,252
    )Intercompany accounts
    
    
    1,578
    
    
    
    27
    
    
    
    (1,605
    )
    
    
    
    
    
    
    Accrued liabilities
    
    
    (6,125
    )
    
    
    (9
    )
    
    
    (312
    )
    
    
    
    
    
    
    (6,446
    )Net cash flow from operating activities
    
    
    37,993
    
    
    
    5
    
    
    
    (1,167
    )
    
    
    
    
    
    
    36,831CASH FLOW FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (2,040
    )
    
    
    
    
    
    
    (38
    )
    
    
    
    
    
    
    (2,078
    )Proceeds from sale of fixed assets
    
    
    16
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16Net cash flow from investing activities
    
    
    (2,024
    )
    
    
    
    
    
    
    (38
    )
    
    
    
    
    
    
    (2,062
    )CASH FLOW FROM FINANCING ACTIVITIES:Net repayments under revolving loan facilities
    
    
    (30,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (30,000
    )Debt amendment fee
    
    
    (1,012
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,012
    )Repayment of long -term debt
    
    
    (10,080
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,080
    )Net cash flow from financing activities
    
    
    (41,092
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (41,092
    )Effect of exchange rate on cash and
cash equivalents
    
    
    
    
    
    
    
    
    
    
    73
    
    
    
    
    
    
    
    73INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (5,123
    )
    
    
    5
    
    
    
    (1,132
    )
    
    
    
    
    
    
    (6,250
    )CASH AND CASH EQUIVALENTS  Beginning of period
    
    
    12,617
    
    
    
    49
    
    
    
    3,662
    
    
    
    
    
    
    
    16,328CASH AND CASH EQUIVALENTS  End of period
    
    $
    7,494
    
    
    $
    54
    
    
    $
    2,530
    
    
    $
    
    
    
    $
    10,078NONCASH ACTIVITYUnpaid capital expenditures
    
    
    159
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    159Capital lease obligation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    SUPPLEMENTAL CASH FLOW INFORMATIONIncome taxes paid (refunded), net
    
    
    (4,126
    )
    
    
    
    
    
    
    622
    
    
    
    
    
    
    
    (3,504
    )Cash interest paid
    
    
    12,537
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,537
 20




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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
    
    Subsidiary
    
    Subsidiaries
    
    Eliminations
    
    TotalCASH FLOW FROM OPERATING ACTIVITIES:Net income
    
    $
    4,101
    
    
    $
    
    
    
    $
    1,466
    
    
    $
    (1,466
    )
    
    $
    4,101Adjustments to reconcile net income to net cash flow
from operating activities:Depreciation and amortization
    
    
    14,574
    
    
    
    

    
    
    
    136
    
    
    
    
    
    
    
    14,710Stock-based compensation
    
    
    1,322
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,322Deferred taxes
    
    
    157
    
    
    
    
    
    
    
    (100
    )
    
    
    
    
    
    
    57Loss on disposal of fixed assets
    
    
    63
    
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    68Equity in consolidated subsidiaries
    
    
    (1,466
    )
    
    
    
    
    
    
    
    
    
    
    1,466
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    2,755
    
    
    
    
    
    
    
    2,735
    
    
    
    
    
    
    
    5,490Inventories
    
    
    7,606
    
    
    
    
    
    
    
    (1,795
    )
    
    
    
    
    
    
    5,811Prepaid expenses and other assets
    
    
    (2,732
    )
    
    
    
    
    
    
    (1,213
    )
    
    
    
    
    
    
    (3,945
    )Accounts payable
    
    
    (6,973
    )
    
    
    (9
    )
    
    
    166
    
    
    
    
    
    
    
    (6,816
    )Intercompany accounts
    
    
    3,240
    
    
    
    67
    
    
    
    (3,307
    )
    
    
    
    
    
    
    Accrued liabilities
    
    
    (8,432
    )
    
    
    4
    
    
    
    (60
    )
    
    
    
    
    
    
    (8,488
    )Net cash flow from operating activities
    
    
    14,215
    
    
    
    62
    
    
    
    (1,967
    )
    
    
    
    
    
    
    12,310CASH FLOW FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (9,001
    )
    
    
    
    
    
    
    (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
    
    
    (9,696
    )
    
    
    
    
    
    
    (132
    )
    
    
    
    
    
    
    (9,828
    )CASH FLOW FROM FINANCING ACTIVITIES:Net repayments under revolving loan facilities
    
    
    (5,658
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,658
    )Repayment of long-term debt
    
    
    (474
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (474
    )Net cash flow from financing activities
    
    
    (6,132
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,132
    )Effect of exchange rate on cash and
cash equivalents
    
    
    
    
    
    
    
    
    
    
    66
    
    
    
    
    
    
    
    66INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    (1,613
    )
    
    
    62
    
    
    
    (2,033
    )
    
    
    
    
    
    
    (3,584
    )CASH AND CASH EQUIVALENTS  Beginning of period
    
    
    3,835
    
    
    
    1
    
    
    
    5,041
    
    
    
    
    
    
    
    8,877CASH AND CASH EQUIVALENTS  End of period
    
    $
    2,222
    
    
    $
    63
    
    
    $
    3,008
    
    
    $
    
    
    
    $
    5,293NONCASH ACTIVITYUnpaid capital expenditures
    
    
    220
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    220Capital lease obligation
    
    
    135
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135SUPPLEMENTAL CASH FLOW INFORMATIONIncome taxes paid,net
    
    
    3,086
    
    
    
    
    
    
    
    1,466
    
    
    
    
    
    
    
    4,552Cash interest paid
    
    
    15,113
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,113
 21




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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,
2008. 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
     22




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##### Table of Contents



Consolidated Results of Operations
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %(In thousands)
    
    
    (In thousands)Net sales
    
    $
    112,932
    
    
    
    100.0
    %
    
    $
    267,578
    
    
    
    100.0
    %
    
    $
    230,254
    
    
    
    100.0
    %
    
    $
    520,062
    
    
    
    100.0
    %Gross profit
    
    
    17,010
    
    
    
    15.1
    
    
    
    28,292
    
    
    
    10.6
    
    
    
    33,558
    
    
    
    14.6
    
    
    
    57,141
    
    
    
    11.0Selling, engineering, general
and administrative expenses
    
    
    9,833
    
    
    
    8.7
    
    
    
    13,480
    
    
    
    5.0
    
    
    
    20,492
    
    
    
    8.9
    
    
    
    26,240
    
    
    
    5.0Intangible amortization expense
    
    
    2,073
    
    
    
    1.8
    
    
    
    3,106
    
    
    
    1.2
    
    
    
    4,703
    
    
    
    2.0
    
    
    
    5,768
    
    
    
    1.1Asset impairments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    69,498
    
    
    
    30.2
    
    
    
    
    
    
    
    Restructuring charges
    
    
    1,700
    
    
    
    1.5
    
    
    
    2,835
    
    
    
    1.1
    
    
    
    2,357
    
    
    
    1.0
    
    
    
    3,011
    
    
    
    0.6Operating income (loss)
    
    
    3,404
    
    
    
    3.0
    
    
    
    8,871
    
    
    
    3.3
    
    
    
    (63,492
    )
    
    
    (27.6
    )
    
    
    22,122
    
    
    
    4.3Interest expense
    
    
    6,366
    
    
    
    5.6
    
    
    
    7,531
    
    
    
    2.8
    
    
    
    12,771
    
    
    
    5.5
    
    
    
    15,335
    
    
    
    2.9Gain on Senior Notes repurchases
    
    
    (2,900
    )
    
    
    (2.6
    )
    
    
    
    
    
    
    
    
    
    
    (2,900
    )
    
    
    (1.3
    )
    
    
    
    
    
    
    Other (income) expense, net
    
    
    (732
    )
    
    
    (0.6
    )
    
    
    2
    
    
    
    
    
    
    
    (393
    )
    
    
    (0.2
    )
    
    
    123
    
    
    
    Income (loss) before income
taxes
    
    
    670
    
    
    
    0.6
    
    
    
    1,338
    
    
    
    0.5
    
    
    
    (72,970
    )
    
    
    (31.7
    )
    
    
    6,664
    
    
    
    1.3Income tax expense (benefit)
    
    
    370
    
    
    
    0.3
    
    
    
    495
    
    
    
    0.2
    
    
    
    (8,500
    )
    
    
    (3.7
    )
    
    
    2,563
    
    
    
    0.5Net income (loss)
    
    $
    300
    
    
    
    0.3
    
    
    $
    843
    
    
    
    0.3
    
    
    $
    (64,470
    )
    
    
    (28.0
    )
    
    $
    4,101
    
    
    
    0.8
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)
    
    
    (In thousands)Net income (loss)
    
    $
    300
    
    
    $
    843
    
    
    $
    (64,470
    )
    
    $
    4,101Interest expense
    
    
    6,366
    
    
    
    7,531
    
    
    
    12,771
    
    
    
    15,335Income tax expense (benefit)
    
    
    370
    
    
    
    495
    
    
    
    (8,500
    )
    
    
    2,563Depreciation and amortization expense
    
    
    5,318
    
    
    
    7,052
    
    
    
    11,413
    
    
    
    13,890EBITDA
    
    $
    12,354
    
    
    $
    15,921
    
    
    $
    (48,786
    )
    
    $
    35,889
   23




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##### Table of Contents



Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(In thousands)
    
    
    (In thousands)Net cash flow from operating activities
    
    $
    (2,025
    )
    
    $
    15,842
    
    
    $
    36,831
    
    
    $
    12,310Interest expense
    
    
    6,366
    
    
    
    7,531
    
    
    
    12,771
    
    
    
    15,335Income tax expense (benefit)
    
    
    370
    
    
    
    495
    
    
    
    (8,500
    )
    
    
    2,563Deferred taxes
    
    
    (432
    )
    
    
    (320
    )
    
    
    9,363
    
    
    
    (57
    )Loss on sale of fixed assets
    
    
    (14
    )
    
    
    
    
    
    
    (14
    )
    
    
    (68
    )Stock-based compensation
    
    
    (693
    )
    
    
    (719
    )
    
    
    (1,211
    )
    
    
    (1,322
    )Gain on repurchase of Senior Notes
    
    
    2,900
    
    
    
    
    
    
    
    2,900
    
    
    
    Asset impairments
    
    
    
    
    
    
    
    
    
    
    (69,498
    )
    
    
    Foreign currency translation gain
    
    
    732
    
    
    
    
    
    
    
    393
    
    
    
    Changes in operating assets and liabilities
    
    
    5,150
    
    
    
    (6,908
    )
    
    
    (31,821
    )
    
    
    7,128EBITDA
    
    $
    12,354
    
    
    $
    15,921
    
    
    $
    (48,786
    )
    
    $
    35,889
 Three Months Ended June 30, 2009 Compared with Three Months Ended June 30, 2008
 Net sales
 Gross profit
 Selling, engineering, general and administrative (SEG&A) expense
 Intangible amortization expense
 Restructuring charges
 24




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##### Table of Contents



Interest expense 
 Gain on Senior Notes repurchases 
 Income tax expense
 Six Months Ended June 30, 2009 Compared with Six Months Ended June 30, 2008
 Net sales
 Gross profit
 Selling, engineering, general and administrative (SEG&A) expense
 Intangible amortization expense
 Asset impairments
 25




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##### Table of Contents



Restructuring charges
 Interest expense 
 Gain on Senior Notes repurchases 
 Income tax expense (benefit)
 Segment Results
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %(In thousands)
    
    
    (In thousands)Net Sales:Distribution
    
    $
    86,826
    
    
    
    76.9
    %
    
    $
    175,875
    
    
    
    65.7
    %
    
    $
    176,926
    
    
    
    76.8
    %
    
    $
    340,500
    
    
    
    65.5
    %OEM
    
    
    26,106
    
    
    
    23.1
    
    
    
    91,703
    
    
    
    34.3
    
    
    
    53,328
    
    
    
    23.2
    
    
    
    179,562
    
    
    
    34.5Total
    
    $
    112,932
    
    
    
    100.0
    %
    
    $
    267,578
    
    
    
    100.0
    %
    
    $
    230,254
    
    
    
    100.0
    %
    
    $
    520,062
    
    
    
    100.0
    %Operating Income (Loss):Distribution
    
    $
    7,161
    
    
    
    8.2
    %
    
    $
    16,644
    
    
    
    9.5
    %
    
    $
    14,559
    
    
    
    8.2
    %
    
    $
    32,922
    
    
    
    9.7
    %OEM
    
    
    1,875
    
    
    
    7.2
    
    
    
    729
    
    
    
    0.8
    
    
    
    2,367
    
    
    
    4.4
    
    
    
    3,464
    
    
    
    1.9Total segments
    
    
    9,036
    
    
    
    
    
    
    
    17,373
    
    
    
    
    
    
    
    16,926
    
    
    
    
    
    
    
    36,386Corporate
    
    
    (5,632
    )
    
    
    
    
    
    
    (8,502
    )
    
    
    
    
    
    
    (80,418
    )
    
    
    
    
    
    
    (14,264
    )Consolidated operating income (loss)
    
    $
    3,404
    
    
    
    3.0
    %
    
    $
    8,871
    
    
    
    3.3
    %
    
    $
    (63,492
    )
    
    
    (27.6
    )%
    
    $
    22,122
    
    
    
    4.3
    %
   26




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##### Table of Contents



Three Months Ended June 30, 2009 Compared with Three Months Ended June 30, 2008
 Distribution Segment
   OEM Segment
   Six Months Ended June 30, 2009 Compared with Six Months Ended June 30, 2008
 Distribution Segment
   OEM Segment
  27




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##### Table of Contents



Liquidity and Capital Resources
 Debt
  As of
    
    
    As ofJune 30,
    
    
    December 31,2009
    
    
    2008Revolving credit facility expiring April 2, 2012
    
    $
    
    
    
    $
    30,000Senior notes due October 1, 2012
    
    
    229,110
    
    
    
    242,352Capital lease obligations
    
    
    170
    
    
    
    462Total long-term debt, including current portion
    
    $
    229,280
    
    
    $
    272,814
  28




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##### Table of Contents



9.875% Senior Notes and Repurchases
   Revolving Credit Facility
       29




---



##### Table of Contents



Current and Future Liquidity
        New Accounting Pronouncements
 Business Combinations
 30




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##### Table of Contents



Fair Value Measurements.
 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
 Subsequent Events
   31




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##### Table of Contents



Cautionary Note Regarding Forward-Looking Statements
  www.sec.gov)
  
    
    fluctuations in the supply or price of copper and other raw materials;
    
    increased competition from other wire and cable manufacturers, including foreign
manufacturers;
    
    pricing pressures causing margins to decrease;
    
    further adverse changes in general economic conditions and capital market conditions;
    
    changes in the demand for our products by key customers;
    
    additional impairment charges related to our goodwill and long-lived assets;
    
    failure of customers to make expected purchases, including customers of acquired companies;
    
    changes in the cost of labor or raw materials, including PVC and fuel costs;
    
    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;
    
    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, 2008.
 32




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##### Table of Contents



ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
  Commodity Risk.
 Interest Rate Risk.
 Foreign Currency Exchange Rate Risk.
 
 ITEM 4. Controls and Procedures
   33




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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 WithheldDavid Bistricer (Class III)
    
    
    14,009,301
    
    
    
    196,775Dennis J. Martin (Class III)
    
    
    12,492,512
    
    
    
    1,713,564Denis E. Springer (Class III)
    
    
    14,139,564
    
    
    
    66,512
   
 ITEM 6. Exhibits
  34




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##### Table of Contents



SIGNATURES
  COLEMAN CABLE, INC.
(Registrant)Date: August 6, 2009
    By
    /s/ G. Gary YetmanChief Executive Officer and PresidentDate: August 6, 2009
    By
    /s/ Richard N. BurgerChief Financial Officer, ExecutiveVice President, Secretary and Treasurer 35




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##### Table of Contents



Item No.
    
    Description3.1 
    
    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, 2008.10.1 
    
    Second Amendment to Amended and Restated Credit Agreement, dated as of June 18, 2009, by and among
Coleman Cable, Inc., the Subsidiaries that are signatories thereto, and the lenders that are
signatories thereto, incorporated herein by reference to our Current Report on Form 8-K as filed
on June 18, 2009.31.1 
    
    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