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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934For the quarterly period endedMarch 31, 2009ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934For the transition period from ___to ___
 Commission File Number: 000-20278
 ENCORE WIRE CORPORATION
  Delaware
    
    75-2274963(State of Incorporation)
    
    (I.R.S. Employer Identification Number)1329 Millwood RoadMcKinney, Texas
    
    75069(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (972) 562-9473
 þ o
 o o
 Rule 12b-2
 Large accelerated filer
    
    o
    
    
    
    Accelerated filer þNon-accelerated filer
    
    o
    
    (Do not check if a smaller reporting company)
    
    Smaller reporting company o
  o þ




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ENCORE WIRE CORPORATION
 FORM 10-Q
 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009
 Page No.PART IFINANCIAL INFORMATIONITEM 1. Consolidated Financial StatementsConsolidated Balance Sheets
March 31, 2009 (Unaudited) and December 31, 2008
    
    
    1Consolidated Statements of Income (Unaudited)
Quarters ended March 31, 2009 and March 31, 2008
    
    
    3Consolidated Statements of Cash Flows (Unaudited)
Quarters ended March 31, 2009 and March 31, 2008
    
    
    4Notes to Consolidated Financial Statements
    
    
    5ITEM 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    8ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    13ITEM 4. Controls and Procedures
    
    
    13PART IIOTHER INFORMATIONITEM 1A. Risk Factors
    
    
    14ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    14ITEM 5. Other Information.
    
    
    14ITEM 6. Exhibits
    
    
    14Signatures
    
    
    15EX-3.1EX-10.11EX-31.1EX-31.2EX-32.1EX-32.2




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PART IFINANCIAL INFORMATION
 
 Item 1. Consolidated Financial Statements
  
  March 31,
    
    
    December 31,2009
    
    
    2008In Thousands of Dollars
    
    (Unaudited)
    
    
    (See Note)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    230,704
    
    
    $
    217,666Accounts receivable (net of allowance
of $2,075 and $2,000)
    
    
    109,663
    
    
    
    126,184Inventories
    
    
    67,491
    
    
    
    65,533Prepaid expenses and other assets
    
    
    4,408
    
    
    
    788Current income taxes receivable
    
    
    980
    
    
    
    1,587Total current assets
    
    
    413,246
    
    
    
    411,758Property, plant and equipment  at cost:Land and land improvements
    
    
    11,727
    
    
    
    11,727Construction in progress
    
    
    10,076
    
    
    
    7,483Buildings and improvements
    
    
    65,026
    
    
    
    65,026Machinery and equipment
    
    
    159,949
    
    
    
    156,234Furniture and fixtures
    
    
    6,674
    
    
    
    6,604Total property, plant, and equipment
    
    
    253,452
    
    
    
    247,074Accumulated depreciation
    
    
    (127,057
    )
    
    
    (125,632
    )Net property, plant, and equipment
    
    
    126,395
    
    
    
    121,442Other assets
    
    
    129
    
    
    
    139Total assets
    
    $
    539,770
    
    
    $
    533,339
 Note:
    
    The consolidated balance sheet at December 31, 2008, as presented, is
derived from the audited consolidated financial statements at that date.
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March 31,
    
    
    December 31,2009
    
    
    2008In Thousands of Dollars, Except Share Data
    
    (Unaudited)
    
    
    (See Note)LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Trade accounts payable
    
    $
    12,844
    
    
    $
    4,639Accrued liabilities
    
    
    12,592
    
    
    
    20,104Current deferred income taxes
    
    
    10,201
    
    
    
    8,982Total current liabilities
    
    
    35,637
    
    
    
    33,725Non-current deferred income taxes
    
    
    9,611
    
    
    
    9,320Long term notes payable
    
    
    100,615
    
    
    
    100,675Commitments and contingenciesStockholders equity:Preferred stock, $.01 par value:Authorized shares  2,000,000; none issued
    
    
    
    
    
    
    Common stock, $.01 par value:Authorized shares  40,000,000;Issued shares  26,146,452 and 26,145,452
    
    
    262
    
    
    
    262Additional paid-in capital
    
    
    42,618
    
    
    
    42,486Treasury stock, at cost  3,148,950 and 3,148,950
Shares
    
    
    (21,269
    )
    
    
    (21,269
    )Retained earnings
    
    
    372,296
    
    
    
    368,140Total stockholders equity
    
    
    393,907
    
    
    
    389,619Total liabilities and stockholders equity
    
    $
    539,770
    
    
    $
    533,339
 Note:
    
    The consolidated balance sheet at December 31, 2008, as presented, is
derived from the audited consolidated financial statements at that date.
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Quarter EndedMarch 31,In Thousands of Dollars, Except Per Share Data
    
    2009
    
    
    2008Net sales
    
    $
    144,485
    
    
    $
    281,759Cost of goods sold
    
    
    126,650
    
    
    
    246,289Gross profit
    
    
    17,835
    
    
    
    35,470Selling, general, and administrative expenses
    
    
    10,608
    
    
    
    14,467Operating income
    
    
    7,227
    
    
    
    21,003Net interest & other expenses
    
    
    288
    
    
    
    732Income before income taxes
    
    
    6,939
    
    
    
    20,271Provision for income taxes
    
    
    2,323
    
    
    
    6,652Net income
    
    $
    4,616
    
    
    $
    13,619Net income per common and common
equivalent share  basic
    
    $
    .20
    
    
    $
    .59Weighted average common and common
equivalent share  basic
    
    
    22,997
    
    
    
    23,181Net income per common and common
equivalent share  diluted
    
    $
    .20
    
    
    $
    .58Weighted average common and common
equivalent share  diluted
    
    
    23,277
    
    
    
    23,454Cash dividends declared per share
    
    $
    .02
    
    
    $
    .02
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Quarter EndedMarch 31,In Thousands of Dollars
    
    2009
    
    
    2008OPERATING ACTIVITIESNet income
    
    $
    4,616
    
    
    $
    13,619Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    3,494
    
    
    
    3,573Deferred income tax provision (benefit)
    
    
    1,510
    
    
    
    (2,833
    )Other
    
    
    104
    
    
    
    268Changes in operating assets and liabilities:Accounts receivable
    
    
    16,446
    
    
    
    (18,798
    )Inventory
    
    
    (1,958
    )
    
    
    5,597Accounts payable and accrued liabilities
    
    
    693
    
    
    
    2,429Other assets and liabilities
    
    
    144
    
    
    
    7,302Current income taxes receivable / payable
    
    
    609
    
    
    
    18,068NET CASH PROVIDED BY OPERATING ACTIVITIES
    
    
    25,658
    
    
    
    29,225INVESTING ACTIVITIESPurchases of property, plant and equipment
    
    
    (12,225
    )
    
    
    (3,921
    )Proceeds from sale of equipment
    
    
    46
    
    
    
    31Other
    
    
    
    
    
    
    NET CASH USED IN INVESTING ACTIVITIES
    
    
    (12,179
    )
    
    
    (3,890
    )FINANCING ACTIVITIESPurchase of treasury stock
    
    
    
    
    
    
    (2,063
    )Proceeds from issuances of common stock
    
    
    17
    
    
    
    24Dividends paid
    
    
    (460
    )
    
    
    (464
    )Excess tax benefits of options exercised
    
    
    2
    
    
    
    17NET CASH USED IN FINANCING ACTIVITIES
    
    
    (441
    )
    
    
    (2,486
    )Net increase in cash and cash equivalents
    
    
    13,038
    
    
    
    22,849Cash and cash equivalents at beginning of period
    
    
    217,666
    
    
    
    78,895Cash and cash equivalents at end of period
    
    $
    230,704
    
    
    $
    101,744
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March 31,
    
    
    December 31,In Thousands of Dollars
    
    2009
    
    
    2008Raw materials
    
    $
    14,243
    
    
    $
    16,184Work-in-process
    
    
    10,948
    
    
    
    8,746Finished goods
    
    
    60,095
    
    
    
    63,71885,286
    
    
    
    88,648Adjust to LIFO cost
    
    
    (17,795
    )
    
    
    (23,115
    )Lower of cost or market adjustment
    
    
    
    
    
    
    $
    67,491
    
    
    $
    65,533
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March 31,
    
    December 31,In Thousands of Dollars
    
    2009
    
    2008Sales volume discounts payable
    
    $
    5,685
    
    
    $
    12,706Property taxes payable
    
    
    575
    
    
    
    2,207Commissions payable
    
    
    1,277
    
    
    
    1,240Accrued salaries
    
    
    1,184
    
    
    
    2,572Other accrued liabilities
    
    
    3,871
    
    
    
    1,379$
    12,592
    
    
    $
    20,104
    Quarter EndedMarch 31,
    
    
    March 31,In Thousands
    
    2009
    
    
    2008Numerator:Net income
    
    $
    4,616
    
    
    $
    13,619Denominator:Denominator for basic
earnings per share 
weighted average
shares
    
    
    22,997
    
    
    
    23,181Effect of dilutive securities:Employee stock options
    
    
    280
    
    
    
    273Denominator for diluted earnings per share
 weighted average shares
    
    
    23,277
    
    
    
    23,454
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 General
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Results of Operations
 Quarter Ended March 31, 2009 Compared to Quarter Ended March 31, 2008
    9




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Liquidity and Capital Resources
  10




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Information Regarding Forward Looking Statements
  
 Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 4.
Controls and Procedures.
  13




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PART IIOTHER INFORMATION
 
 Item 1A. Risk Factors.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 Issuer Purchases of Equity Securities
  
 Item 5. Other Information.
   
 Item 6. Exhibits.
  14




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ENCORE WIRE CORPORATION
(Registrant)Dated: May 8, 2009

/s/ DANIEL L. JONESDaniel L. Jones, President andChief Executive OfficerDated: May 8, 2009
    /s/ FRANK J. BILBANFrank J. Bilban, Vice President
 Finance,Treasurer and Secretary
Chief Financial Officer 15




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ExhibitNumber
    
    Description3.1
    
    Certificate of Incorporation of Encore Wire Corporation and all
amendments thereto.3.2
    
    Amended and Restated Bylaws of Encore Wire Corporation, as amended
through February 20, 2006 (filed as Exhibit 3.2 to the Companys
Annual Report on Form 10-K for the year ended December 31, 2007,
and incorporated herein by reference).10.1
    
    Credit Agreement by and among Encore Wire Limited, as Borrower,
Bank of America, N.A., as Agent, and Bank of America, N.A. and
Wells Fargo Bank, National Association, as Lenders, dated August
27, 2004 (filed as Exhibit 10.1 to the Companys Quarterly Report
on Form 10-Q for the quarter ended September 30, 2004 and
incorporated herein by reference).10.2
    
    First Amendment to Credit Agreement of August 27, 2004, dated May
16, 2006, by and among Encore Wire Limited, as Borrower, Bank of
America, N.A., as Agent, and Bank of America, N.A. and Wells Fargo
Bank, National Association, as Lenders (filed as Exhibit 10.3 to
the Companys Quarterly Report on Form 10-Q for the quarter ended
June 30, 2006 and incorporated herein by reference).10.3
    
    Second Amendment to Credit Agreement of August 27, 2004, dated
August 31, 2006 by and among Encore Wire Limited, as Borrower,
Bank of America, N.A., as Agent and, Bank of America, N.A. and
Wells Fargo Bank National Association, as Lenders (filed as
Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for
the quarter ended September 30, 2006 and incorporated herein by
reference).10.4
    
    Third Amendment to Credit Agreement of August 27, 2004, dated June
29, 2007 by and among Encore Wire Corporation, as Borrower, Bank
of America, N.A., as Agent, and Bank of America, N.A. and Wells
Fargo Bank, National Association, as Lenders (filed as Exhibit
10.6 to the Companys Quarterly Report on Form 10-Q for the
quarter ended June 30, 2007, and incorporated herein by
reference).10.5
    
    Fourth Amendment to Credit Agreement of August 27, 2004, dated
August 6, 2008, by and among Encore Wire Corporation, as Borrower,
Bank of America, N.A., as Agent, and Bank of America, N.A. and
Wells Fargo Bank, National Association, as Lenders (filed as
Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q for
the quarter ended June 30, 2008, and incorporated herein by
reference).




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ExhibitNumber
    
    Description10.6
    
    Note Purchase Agreement for $45,000,000 of 5.27% Senior Notes,
Series 2004-A due August 27, 2011, by and among Encore Wire
Limited and Encore Wire Corporation, as Debtors, and Hartford Life
Insurance Company, Great-West Life & Annuity Insurance Company,
London Life Insurance Company and London Life and Casualty
Reinsurance Corporation, as Purchasers, dated August 1, 2004
(filed as Exhibit 10.2 to the Companys Quarterly Report on Form
10-Q for the quarter ended September 30, 2004 and incorporated
herein by reference).10.7
    
    Waiver to Note Purchase Agreement for $45,000,000 of 5.27% Senior
Notes, Series 2004-A, due August 27, 2011, by and among Encore
Wire Limited and Encore Wire Corporation, as Debtors, and Hartford
Life Insurance Company, Great-West Life and Annuity Insurance
Company, London Life Insurance Company, London Life and General
Reinsurance Company Limited, as Holders, dated June 29, 2007
(filed as Exhibit 10.8 to the Companys Quarterly Report on Form
10-Q for the quarter ended June 30, 2007, and incorporated herein
by reference).10.8
    
    Master Note Purchase Agreement for $300,000,000 Aggregate
Principal Amount of Senior Notes Issuable in Series, by and among
Encore Wire Limited and Encore Wire Corporation, as Debtors, and
Metropolitan Life Insurance Company, Metlife Insurance Company of
Connecticut and Great-West Life & Annuity Insurance Company, as
Purchasers, dated September 28, 2006 (filed as Exhibit 10.5 to the
Companys Quarterly Report on Form 10-Q for the quarter ended
September 30, 2006 and incorporated herein by reference).10.9
    
    Waiver to Master Note Purchase Agreement for $55,000,000 of
Floating Rate Senior Notes, Series 2006-A, due September 30, 2011,
by and among Encore Wire Limited and Encore Wire Corporation, as
Debtors, and Metropolitan Life Insurance Company, Metlife
Insurance Company of Connecticut and Great-West Life & Annuity
Insurance Company, as Holders, dated June 29, 2007 (filed as
Exhibit 10.10 to the Companys Quarterly Report on Form 10-Q for
the quarter ended June 30, 2007, and incorporated herein by
reference).10.10*
    
    1999 Stock Option Plan, as amended and restated, effective as of
February 20, 2006 (filed as Exhibit 4.1 to the Companys
Registration Statement on Form S-8 (No. 333-138165), and
incorporated herein by reference).10.11
    
    Form of Indemnification Agreement.31.1
    
    Certification by Daniel L. Jones, President and Chief Executive
Officer of Encore Wire Corporation, dated May 8, 2009 and
submitted pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.




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ExhibitNumber
    
    Description31.2
    
    Certification by Frank J. Bilban, Vice President-Finance, Chief
Financial Officer, Treasurer and Secretary of Encore Wire
Corporation, dated May 8, 2009 and submitted pursuant to Rule
13a-14(a)/15d-14(a) and pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification by Daniel L. Jones, President and Chief Executive
Officer of Encore Wire Corporation, dated May 8, 2009 and
submitted as required by 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification by Frank J. Bilban, Vice President-Finance, Chief
Financial Officer, Treasurer and Secretary of Encore Wire
Corporation, dated May 8, 2009 as required by 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Compensatory plan.