SECURITIES AND EXCHANGE COMISSION
FORM 10-K
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Fee required) |
For the fiscal year ended December 31, 2004
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHAGE ACT OF 1934 (No fee required) |
For the transition period from ____ to ____
Commission File Number: 020278
ENCORE WIRE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 75-2274963 | |
| (State of incorporation) | (I.R.S. Employer Identification No.) | |
| 1410 Millwood Road | ||
| McKinney, Texas | 75069 | |
| (Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (972) 562-9473
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period than the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§
229.405 of this chapter) is not contained herein, and will not be contained, to the best of
Registrants knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K.
þ
Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of
the Securities Exchange Act of 1934, as amended).
Yes þ No o
The aggregate market value of the Common Stock held by non-affiliates of the Registrant computed by reference to the price at which the common equity was last sold as of the last business day of the Registrants most recently completed second fiscal quarter was $297,512,949 (the characterization of officers and directors of the Registrant for purposes of this computation should not be construed as an admission for any other purpose that any such person is in fact an affiliate of the Registrant).
Number of shares of Common Stock outstanding as of March 4, 2005: 23,107,128
Documents incorporated by reference
Listed below are documents, parts of which are incorporated herein by reference, and the part of this report into which the document is incorporated:
| (1) | Proxy statement for the 2005 annual meeting of stockholders Part III |
TABLE OF CONTENTS
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CERTIFICATIONS |
39 | |||||||
| Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | ||||||||
| Certification of Chairman and CEO Pursuant to Section 302 | ||||||||
| Certification of Vice President, Treasurer, Secretary and CFO Pursuant to Section 302 | ||||||||
| Certification of Chairman and CEO Pursuant to Section 906 | ||||||||
| Certification of Vice President, Treasurer, Secretary and CFO Pursuant to Section 906 | ||||||||
ii
PART I
ITEM 1. BUSINESS
General
Encore Wire Corporation is a Delaware corporation, incorporated in 1989, with its principal executive office and plant located at 1410 Millwood Road, McKinney, Texas 75069. Its telephone number is (972) 562-9473. As used in this Annual Report, unless otherwise required by the context, the terms Company and Encore refer to Encore Wire Corporation and its consolidated entities, including Encore Wire Limited, a Texas limited partnership (Encore Wire Limited) through which the Companys operations are conducted.
Encore is a low-cost manufacturer of copper electrical building wire and cable. The Company is a significant supplier of both residential wire for interior electrical wiring in homes, apartments and manufactured housing, and commercial wire for electrical distribution in commercial and industrial buildings.
The principal customers for Encores wire are wholesale electrical distributors, which serve both the residential and commercial wire markets. The Company sells its products primarily through manufacturers representatives located throughout the United States and, to a lesser extent, through its own direct in-house marketing efforts.
Encores strategy is to further expand its share of the markets for residential wire and for commercial wire primarily by emphasizing a high level of customer service and low-cost production and, to a lesser extent, the addition of new products that complement its current product line. The Company maintains product inventory levels sufficient to meet anticipated customer demand and believes that the speed and completeness with which it fills customer orders are key competitive advantages critical to marketing its products. Encores low-cost production capability features an efficient plant design incorporating highly automated manufacturing equipment, an integrated production process and a small, incentivized work force.
Strategy
Encores strategy for expanding its share of the residential wire and commercial wire markets emphasizes customer service and product innovations coupled with low-cost production.
Customer Service. Responsiveness to customers is a primary focus of Encore, with an emphasis on building and maintaining strong customer relationships. Encore seeks to establish customer loyalty by achieving a high order fill rate and rapidly handling customer orders, shipments, inquiries and returns. The Company maintains product inventories sufficient to meet anticipated customer demand and believes that the speed and completeness with which it fills orders are key competitive advantages critical to marketing its products.
Product Innovation. Encore has been a leader in bringing new ideas to a commodity product. Encore pioneered the widespread use of color feeder sizes of commercial wire and colors in the residential non-metallic wires. The colors have improved on the job safety and reduced installation times for contractors.
Low-Cost Production. Encores low-cost production capability features an efficient plant design and a small, incentivized work force.
Efficient Plant Design. Encores highly automated wire manufacturing equipment is integrated in an efficient design that reduces material handling, labor and in-process inventory.
Incentivized Work Force. Encores hourly manufacturing employees are eligible to receive incentive pay tied to productivity and quality standards. The Company believes that this compensation program enables the plants manufacturing lines to attain high output and motivates manufacturing employees to continually maintain product quality. The Company also believes that its stock option plan
1
enhances the motivation of its salaried manufacturing supervisors. The Company has coupled these incentives with a comprehensive safety program that emphasizes employee participation.
Products
Encore offers a residential wire product line that consists primarily of NM cable and UF cable. Encores commercial product line consists primarily of THWN-2, the most widely used type of commercial wire. Additionally, the Company manufactures other types of commercial wire products. The Companys NM, UF and THWN-2 cable are all manufactured with copper as the conductor. The Company also purchases small quantities of other types of wire to re-sell to the customers that buy the products it manufactures. The Company maintains between 400 and 500 stock-keeping units (SKUs) of residential wire and between 4,000 and 4,500 SKUs of commercial wire. The principal bases for differentiation among SKUs are product diameter, insulation, color and packaging.
Residential Wire
NM Cable. Non-metallic sheathed cable is used primarily as interior wiring in homes, apartments and manufactured housing. NM cable is composed of either two or three insulated copper wire conductors, with or without an uninsulated ground wire, all sheathed in a polyvinyl chloride (PVC) jacket.
UF Cable. Underground feeder cable is used to conduct power underground to outside lighting and other applications remote from residential buildings. UF cable is composed of two or three PVC insulated copper wire conductors, with or without an uninsulated ground wire, all jacketed in PVC.
Commercial Wire
THWN-2 cable. THWN-2 cable is used primarily as feeder, circuit and branch wiring in commercial and industrial buildings. It is composed of a single conductor, either stranded or solid, and insulated with PVC, which is further coated with nylon. Users typically enclose THWN-2 cable in protective pipe or conduit.
Manufacturing
The efficiency of Encores highly automated manufacturing facility is a key element of its low-cost production capability. Encores residential wire manufacturing lines have been integrated so that handling of product is substantially reduced. At the few points remaining where handling between manufacturing steps is necessary the Company has, for the most part, replaced reels with large baskets, each capable of handling approximately four times the capacity of a reel. Encores commercial wire plant is designed to reduce product handling by integrating steps within production stages and, again, by using baskets instead of reels where feasible.
The manufacturing process for the Companys products involves up to six steps: casting, drawing, stranding, blending, insulating and jacketing.
Rod Casting. Rod Casting is the process of melting sheets of copper cathode and copper scrap and casting the hot copper into a 5/16 inch copper rod to be drawn into copper wire.
Drawing. Drawing is the process of reducing 5/16 inch copper rod through converging dies until the specified wire diameter is attained. The wire is then heated with electrical current to soften or anneal the wire to make it easier to handle.
Stranding. Stranding is the process of twisting together from seven to sixty-one individual wire strands to form a single cable. The purpose of stranding is to improve the flexibility of wire while maintaining its electrical current carrying capacity.
PVC Blending. PVC blending is the process of mixing the various raw materials that are required to produce the PVC necessary to meet U/L specifications for the insulation and jacket requirements for the wire that is manufactured.
2
Insulating. Insulating is the process of extruding first PVC and then nylon (where applicable) over the solid or stranded wire.
Jacketing. Jacketing is the process of extruding PVC over two or more insulated conductor wires, with or without an uninsulated ground wire, to form a finished product. The Companys jacketing lines are integrated with packaging lines that cut the wire and coil it onto reels or package it in boxes or shrink-wrap.
Encore manufactures and tests all of its products in accordance with the standards of Underwriters Laboratories, Inc. (U/L), a nationally recognized testing and standards agency. Encores machine operators and quality control inspectors conduct frequent product tests. At three separate manufacturing stages, the Company spark tests insulated wire for defects. The Company tests finished products for electrical continuity to ensure compliance with its own quality standards and those of U/L. Encores manufacturing lines are equipped with laser micrometers to measure wire diameter and insulation thickness while the lines are in operation. During each shift, operators take physical measurements of products, which Company inspectors randomly verify on a daily basis. Although suppliers pretest PVC and nylon compounds, the Company tests products for aging and for cracking and brittleness of insulation and jacketing.
Customers
Encore sells its wire principally to wholesale electrical distributors throughout the United States and, to a lesser extent, to retail home improvement centers. Most distributors supply products to electrical contractors. The Company sells its products to at least 60% of the top 200 wholesale electrical distributors (by volume) in the United States according to information reported in the June 2004 issue of Electrical Wholesaling magazine. No customer accounted for more than ten percent of net sales in 2004.
Encore believes that the speed and completeness with which it fills customers orders is crucial to its ability to expand the market share for its products. The Company also believes that, in order to reduce costs, many customers no longer maintain their own substantial inventories. Because of this trend, the Company seeks to maintain sufficient inventories to satisfy customers prompt delivery requirements.
Marketing and Distribution
Encore markets its products throughout the United States primarily through manufacturers representatives and, to a lesser extent, through its own direct marketing efforts.
Encore maintains the majority of its finished product inventory at its plant in McKinney, Texas. In order to provide flexibility in handling customer requests for immediate delivery of the Companys products, additional product inventories are maintained at warehouses owned and operated by independent manufacturers representatives located throughout the United States. At December 31, 2004, additional product inventories are maintained at the warehouses of independent manufacturers representatives located in Chattanooga, Tennessee; Cincinnati, Ohio; Detroit, Michigan; Edison, New Jersey; Louisville, Kentucky; Greensboro, North Carolina; Pittsburgh, Pennsylvania; Santa Fe Springs, California; and Hayward, California. Some of these manufacturers representatives, as well as the Companys other manufacturers representatives, maintain offices without warehouses in numerous locations throughout the United States.
Finished goods are typically delivered to warehouses and customers by trucks operated by common carriers. The decision regarding the carrier to be used is based primarily on cost and availability.
The Company invoices its customers directly for products purchased and, if an order has been obtained through a manufacturers representative, pays the representative a commission based on pre-established rates. The Company determines customers credit limits. The Companys bad debt experience in 2004, 2003 and 2002 was 0.04%, 0.05% and 0.06% of net sales, respectively. The manufacturers representatives have no discretion to increase customers credit limits or to determine prices charged for the Companys products, and all sales are subject to approval by the Company. Encore sells all of its products with a one-year replacement warranty.
3
Employees
Encore believes that its hourly employees are highly motivated and that their motivation contributes significantly to the plants efficient operation. The Company attributes the motivation of these employees largely to the fact that a significant portion of their compensation comes from incentive pay that is tied to productivity and quality standards. The Company believes that its incentive program focuses its employees on maintaining product quality.
Encore emphasizes safety to its manufacturing employees through its safety program. On a weekly basis, each team of employees meets to review safety standards and, on a monthly basis, a group of participants from each team discusses safety issues and inspects each area of the plant for compliance. The Companys safety program is an integral part of its focus on cost control.
As of December 31, 2004, Encore had 643 employees, 563 of whom were paid hourly wages and were primarily engaged in the operation and maintenance of the Companys manufacturing and warehouse facility. The remainder of the Companys employees were executive, supervisory, administrative, sales and clerical personnel. The Company considers its relations with its employees to be good. The Company has no collective bargaining agreements with any of its employees.
Raw Materials
The principal raw materials used by Encore in manufacturing its products are copper cathode, copper scrap, PVC thermoplastic compounds, paper and nylon, all of which are readily available from a number of suppliers. Copper requirements are purchased primarily from producers and merchants at prices determined each month primarily based on the average daily closing prices for copper for that month, plus a negotiated premium. The Company also purchases raw materials necessary to manufacture various PVC thermoplastic compounds. These raw materials include PVC resin, clay and plasticizer.
The Company produces copper rod in its own rod fabrication facility. The Company produces copper rod from purchased copper cathodes. The Company also reprocesses copper scrap generated by its operations and copper scrap purchased from others. In 2004, the copper rod fabrication facility manufactured the majority of the Companys copper rod requirements.
The Company also compounds its own wire jacket and insulation compounds. The process involves the mixture of PVC raw material components to produce the PVC used to insulate the Companys wire and cable products. The raw materials include PVC resin, clay and plasticizer. During 2004, this facility produced all of the Companys PVC requirements.
Competition
The electrical wire and cable industry is highly competitive. The Company competes with several manufacturers of wire and cable products beyond the building wire segment in which the Company competes. The Companys primary competitors include Southwire Corporation, Cerro Wire and Cable Co., Inc., and Essex Electric Inc. (a subsidiary of Alpine Group, Inc.).
The principal elements of competition in the electrical wire and cable industry are, in the opinion of the Company, pricing, order fill rate and, in some instances, breadth of product line. The Company believes that it is competitive with respect to all of these factors.
Competition in the electrical wire and cable industry, although intense, has been primarily from U.S. manufacturers, including foreign owned facilities located in the United States. The Company has encountered no significant competition from imports of residential or commercial wire. The Company believes this is because direct labor costs generally account for a relatively small percentage of the cost of goods sold for these products.
4
Intellectual Property Matters
The Company owns the following federally registered trademarks: U.S. Registration Number 2,687,746 for the ENCORE WIRE mark; U.S. Registration Number 2,582,340 for the mark NONLEDEX for use in connection with the conductor insulation material; U.S. Registration Number 1,900,498 for the ENCORE WIRE LOGO design mark; and U.S. Registration Number 2,263,692 for the mark HANDY MANS CHOICE. The current terms of trademark protection for these marks will expire on various dates through 2014, but each term can be renewed indefinitely as long as the respective mark continues to be used in commerce. These trademarks provide source identification for the goods manufactured and sold by the Company and allow the Company to achieve brand recognition within the industry.
Internet Address/SEC Filings
The Companys Internet address is http://www.encorewire.com. The Companys filings with the U.S. Securities and Exchange Commission (SEC), can be accessed free of charge by linking directly from the Company website to NASDAQs, a database that allows you to access the annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after the reports have been electronically filed with or furnished to the SEC.
ITEM 2. PROPERTIES
Encore maintains its corporate office and manufacturing plant in McKinney, Texas, approximately 35 miles north of Dallas. The Companys facilities are located on a combined site of approximately 105 acres and consist of buildings containing approximately 1,113,000 square feet of floor space, of which approximately 24,000 square feet is used for office space and 1,089,000 square feet is used for manufacturing and warehouse operations. The plant and equipment are owned by the Company and are not mortgaged to secure any of the Companys existing indebtedness. Encore believes that its plant and equipment are suited to its present needs, comply with applicable federal, state and local laws and regulations and are properly maintained and adequately insured.
In the fourth quarter of fiscal 2004, the Company completed a 162,000 square foot expansion to the Companys distribution center. The expansion of the distribution center was part of a $23.8 million capital expenditure program for 2004 that included the expansion of railroad spurs and the installation of new machinery installed in the wire mills designed to address capacity constraints and add flexibility to manufacturing scheduling.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending proceedings to which the Company is a party or of which any of its property is the subject. However, the Company is a party to litigation and claims arising out of the ordinary business of the Company. While the results of these matters cannot be predicted with certainty, the Company does not believe the final outcome of such litigation and claims will have a material adverse effect on the financial condition, the results of operations or cash flows of the Company, in part because the Company believes that it has adequate insurance to cover any damages that may ultimately be awarded.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
5
EXECUTIVE OFFICERS OF THE COMPANY
Information regarding Encores executive officers including their respective ages at March 19, 2005 is set forth below:
| Name | Age | Position with Company | ||||
Vincent A. Rego
|
81 | Chairman of the Board of Directors, and Chief Executive Officer | ||||
Daniel L. Jones
|
41 | President, Chief Operating Officer, and Member of the Board of Directors | ||||
Frank J. Bilban
|
48 | Vice President Finance, Treasurer, Secretary, and Chief Financial Officer | ||||
Mr. Rego has been Chairman of the Board of Directors of Encore since 1989. In October 1997, Mr. Rego was named President and Chief Executive Officer of the Company. He served as President until May 1998. From 1978 until 1988, Mr. Rego served as President, Chief Executive Officer and Chairman of the Board of Capital Wire and Cable Corporation (Capital Wire), which was purchased by General Cable Corporation in 1988. Prior thereto, Mr. Rego was associated with predecessors of Capital Wire in various executive capacities.
Mr. Jones has been President and Chief Operating Officer of the Company since May 1998. In May 1997, Mr. Jones was named Executive Vice President of the Company, and in October 1997, he was named Chief Operating Officer. He previously held the position of Vice President-Sales and Marketing of Encore from 1992 to May 1997, after serving as Director of Sales since joining the Company in November 1989. He also serves as a member of the Board of Directors.
Mr. Bilban has been Vice President-Finance, Treasurer and Secretary of Encore since June 2000. From 1998 until joining the Company in June 2000, Mr. Bilban was Executive Vice President and Chief Financial Officer of Alpha Holdings, Inc., a plastics manufacturing conglomerate. From 1996 until 1998, Mr. Bilban was Vice President and Chief Financial Officer of Wedge Dia-Log Inc., an oil field services company. From 1991 until 1996, Mr. Bilban held financial positions, including Division Controller, with the CT Film Division of Rexene Corporation. From 1978 until 1991 he was employed in various financial capacities with several divisions of Outboard Marine Corporation.
All executive officers are elected annually by the Board of Directors to serve until the next annual meeting of the Board or until their respective successors are chosen and qualified.
6
PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Companys Common Stock is traded and quoted on the NASDAQ Stock Markets National Market under the symbol WIRE. The following table sets forth the high and low closing sales prices per share for the Common Stock as reported in the NASDAQ Stock Markets National Market for the periods indicated. On August 16, 2004, the Company effected a three-for-two stock split in the form of a stock dividend payable to stockholders of record at the close of business on August 6, 2004. All prior share and per share amounts have been restated to reflect the stock split.
2004 |
High | Low | ||||||||
First Quarter |
$ | 24.82 | $ | 11.87 | ||||||
Second Quarter |
25.80 | 17.85 | ||||||||
Third Quarter |
18.54 | 11.10 | ||||||||
Fourth Quarter |
16.20 | 12.20 | ||||||||
2003 |
||||||||||
First Quarter |
$ | 6.64 | $ | 5.64 | ||||||
Second Quarter |
8.04 | 5.67 | ||||||||
Third Quarter |
9.72 | 6.57 | ||||||||
Fourth Quarter |
12.29 | 9.18 | ||||||||
As of March 4, 2005, there were 96 record holders of the Companys Common Stock.
The Company has never paid cash dividends. Management presently intends to retain future earnings for the operation and expansion of the Companys business. The Companys existing credit arrangements permit the Company to pay cash dividends in the future, subject to certain financial limitations, if the Board of Directors deems it appropriate. The Company did not repurchase any shares of its common stock during the year ended December 31, 2004. For further information see Note 4 of the Consolidated Financial Statements under Item 8, Financial Statements and Supplementary Data.
Equity Compensation Plan Information
The following table provides information about the Companys equity compensation plans as of December 31, 2004.
| Number of securities | ||||||||||||
| Number of | remaining available for | |||||||||||
| securities to | future issuance under | |||||||||||
| be issued upon | Weighted-average | equity compensation | ||||||||||
| exercise of outstanding | exercise price of | plans (excluding | ||||||||||
| options, warrants and | outstanding options, | securities reflected in | ||||||||||
| rights | warrants and rights | column (a)) | ||||||||||
| PLAN CATEGORY | (a) | (b) | (c) | |||||||||
Equity compensation
plans approved by
security holders |
722,500 | $ | 6.79 | 41,750 | ||||||||
Equity compensation
plans not approved
by security holders |
0 | 0 | 0 | |||||||||
TOTAL |
722,500 | $ | 6.79 | 41,750 | ||||||||
Note: All share and per share data in this Report have been restated to reflect the effect of the
Companys 3-for-2 stock split which was effective in August 2004. |
7
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
| Year Ended December 31, | ||||||||||||||||||||
| 2004 | 2003 | 2002 | 2001 | 2000 | ||||||||||||||||
| (In thousands, except per share amounts) | ||||||||||||||||||||
Statement of Operations Data: |
||||||||||||||||||||
Net sales |
$ | 603,225 | $ | 384,750 | $ | 285,207 | $ | 281,010 | $ | 283,689 | ||||||||||
Cost of goods sold |
506,819 | 328,887 | 250,267 | 240,553 | 243,132 | |||||||||||||||
Gross profit |
96,406 | 55,863 | 34,940 | 40,457 | 40,557 | |||||||||||||||
Selling, general and
administrative expenses |
42,218 | 31,090 | 23,891 | 24,475 | 24,027 | |||||||||||||||
Operating income |
54,188 | 24,773 | 11,049 | 15,982 | 16,530 | |||||||||||||||
Other income (expense): |
||||||||||||||||||||
Interest and other income |
473 | 113 | (64 | ) | 116 | 128 | ||||||||||||||
Interest expense |
(2,857 | ) | (2,423 | ) | (1,666 | ) | (1,833 | ) | (4,080 | ) | ||||||||||
Income before income taxes |
51,804 | 22,463 | 9,319 | 14,265 | 12,578 | |||||||||||||||
Income tax expense |
18,444 | 8,087 | 3,355 | 5,135 | 4,528 | |||||||||||||||
Net income |
$ | 33,360 | $ | 14,376 | $ | 5,964 | $ | 9,130 | $ | 8,050 | ||||||||||
Net income per common and
common equivalent shares
basic |
$ | 1.45 | $ | .63 | $ | .26 | $ | .40 | $ | .35 | ||||||||||
Net income per common and
common equivalent shares
diluted |
$ | 1.42 | $ | .63 | $ | .26 | $ | .40 | $ | .35 | ||||||||||
Weighted average common and
common equivalent shares
basic |
23,018 | 22,682 | 22,805 | 22,602 | 22,826 | |||||||||||||||
Weighted average common and
common equivalent shares
diluted |
23,528 | 22,924 | 23,009 | 22,736 | 23,075 | |||||||||||||||
| As of December 31, | ||||||||||||||||||||
| 2004 | 2003 | 2002 | 2001 | 2000 | ||||||||||||||||
| (In thousands, except per share amounts) | ||||||||||||||||||||
Balance Sheet Data: |
||||||||||||||||||||
Working capital |
$ | 132,682 | $ | 106,257 | $ | 75,679 | $ | 62,363 | $ | 68,547 | ||||||||||
Total assets |
251,515 | 225,299 | 183,129 | 171,696 | 171,839 | |||||||||||||||
Long-term debt, net of current portion |
49,836 | 53,425 | 47,500 | 30,000 | 42,600 | |||||||||||||||
Stockholders equity |
159,544 | 121,776 | 106,519 | 102,928 | 93,546 | |||||||||||||||
Note: All share and per share data in this Report have been restated to
reflect the effect of the Companys 3-for-2 stock split which was effective in August 2004. |
8
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF OPERATIONS
Introduction
The following managements discussion and analysis is intended to provide a better understanding of key factors, drivers and risks regarding the Company and the building wire industry.
Executive Overview
Encore Wire, as stated throughout this report, sells a commodity product in a highly competitive market. Management strongly believes that the historical strength of the Companys growth and earnings is attributable to the following main factors:
| | Industry leading order fill rates and responsive customer service. | |||
| | Product innovations based on listening to and understanding customer needs. | |||
| | Low cost manufacturing operations, resulting from a state of the art manufacturing plant. | |||
| | A focused management team leading a highly motivated incentivized work force. | |||
| | Low general & administrative overhead costs. | |||
| | A team of experienced independent manufacturers representatives with strong customer relationships across the United States. | |||
These factors, and others, have allowed Encore Wire to post year over year unit volume sales increases every year since the Company was founded, despite industry downturns in volume. Encore has built a loyal following of customers throughout the lower 48 United States. These customers have developed a brand preference for Encore Wire in a commodity product line, due to the reasons noted above, among others. The Company prides itself on striving to grow sales only where profit margins are acceptable. Top management monitors gross margins daily, frequently extending down to the individual order level. Management strongly believes that this focused approach to the building wire business has produced success thus far and will lead to continued success.
U.S. housing construction activity continues to be strong. Nationally, commercial construction has been down over the last several years, however, industry projections forecast commercial wire sales to improve over the next several years.
General
Price competition for electrical wire and cable is intense, and the Company sells its products in accordance with prevailing market prices. Copper, a commodity product, is the principal raw material used by the Company in manufacturing its products. Copper accounted for approximately 73.0%, 67.1%, 63.9%, 66.6%, and 63.9% of the Companys cost of goods sold during fiscal 2004, 2003, 2002, 2001, and 2000, respectively. The price of copper fluctuates, depending on general economic conditions and in relation to supply and demand and other factors, which causes monthly variations in the cost of copper purchased by the Company. The price of copper rose gradually in 2003 and then accelerated its rise in the fourth quarter. In 2004, copper prices trended upward in the first quarter and then traded in a range during the remainder of 2004. However, the Company cannot predict copper prices in the future or the effect of fluctuations in the cost of copper on the Companys future operating results.
Stock Split
On August 16, 2004, the Company effected a three-for-two stock split in the form of a stock dividend payable to stockholders of record at the close of business on August 6, 2004. All financial statements and per share amounts included in this Form 10-K for periods prior to August 16, 2004 have been restated to reflect the change in the number of shares outstanding as of the beginning of the earliest period presented.
9
Results of Operations
The following table presents certain items of income and expense as a percentage of net sales for the periods indicated.
| Year Ended December 31, | ||||||||||||
| 2004 | 2003 | 2002 | ||||||||||
Net sales |
100.0 | % | 100.0 | % | 100.0 | % | ||||||
Cost of goods sold: |
||||||||||||
Copper |
61.3 | 57.3 | 56.1 | |||||||||
Other raw materials |
9.7 | 11.7 | 12.7 | |||||||||
Depreciation |
1.8 | 3.1 | 3.5 | |||||||||
Labor and overhead |
9.2 | 11.9 | 14.2 | |||||||||
LIFO adjustment |
2.0 | 2.5 | 0.7 | |||||||||
Lower cost or market adjustment |
0.0 | (1.0 | ) | 0.5 | ||||||||
| 84.0 | 85.5 | 87.7 | ||||||||||
Gross profit |
16.0 | 14.5 | 12.3 | |||||||||
Selling, general and administrative expenses |
7.0 | 8.1 | 8.4 | |||||||||
Operating income |
9.0 | 6.4 | 3.9 | |||||||||
Other income
(expense), net |
0.4 | 0.6 | 0.6 | |||||||||
Income before income taxes |
8.6 | 5.8 | 3.3 | |||||||||
Income tax expense |
3.1 | 2.1 | 1.2 | |||||||||
Net income |
5.5 | % | 3.7 | % | 2.1 | % | ||||||
The following discussion and analysis relates to factors that have affected the operating results of the Company for the years ended December 31, 2004, 2003, and 2002. Reference should also be made to the Consolidated Financial Statements and the related notes included under Item 8. Financial Statements and Supplementary Data of this Annual Report.
Net sales were $603.2 million in 2004, compared to $384.8 million in 2003 and $285.2 million in 2002. The increase in net sales in 2004 versus 2003 was the net result of a 10.5% increase in the volume of copper pounds of product sold, coupled with a 42.1% increase in the average price of product sold. The large increase in the average price was primarily driven by the increase in raw copper prices in 2004 versus 2003. Changes in the mix of product sold also impacted the average prices to some extent. The increase in net sales in 2003 over 2002 was the net result of a 24.9% increase in the volume of copper pounds of product sold, coupled with a 7.7% increase in average price of product sold and a slight change in the mix of product sold. Sales volume increases are generally due to several factors, including increased customer acceptance and product availability. In 2004, the Company continued to expand sales to its existing customer base and also slightly increased the number of customers to which it sold its products. In 2003, the 24.9% increase in unit sales was due to Encores continued historical growth momentum, as well as the fact that significant capacity was taken off-line by competitors, one of whom declared Chapter 7 Bankruptcy and liquidated, and another who closed a major plant. The effect of these two competitors actions carried on into 2004 and affected the first half of the year more strongly than the second half. The 42.1% increase in the average price of product sold in 2004 was due primarily to the rising cost of copper during the year. Also in 2004, the company realized an increase in the spread between the sales price of wire and the price of raw copper for the year as a whole. This spread was highest in the first quarter of 2004, with the intense price competition in the building wire industry compressing the Companys spread during the succeeding three quarters.
Cost of goods sold was $506.8 million in 2004, compared to $328.9 million in 2003 and $250.3 million in 2002. Copper costs increased to $370.1 million in 2004 from $220.6 million in 2003 and $159.9 million in 2002. Copper costs as a percentage of net sales increased to 61.4% in 2004 from 57.3% in 2003 and 56.1% in 2002. The increase as a percentage of net sales was due to copper costs rising more than other costs and more than the price of copper wire sold, in percentage terms as discussed above. Other raw material costs as a percentage of net sales were 9.7%, 11.7% and 12.7%, in 2004,
10
2003, and 2002, respectively. The decrease is due primarily to the Companys cost of other raw
materials per pound of copper sold increasing less than the price of copper wire sold.
Depreciation, labor and overhead costs as a percentage of net sales were 10.9% in 2004, compared to
14.9% in 2003 and 17.8% in 2002. The percentage decrease in 2004 was due to these costs containing
significant fixed components versus the elastic nature of the price
of copper wire sold.
Inventories consist of the following at December 31:
| 2004 | 2003 | 2002 | ||||||||||
Raw materials |
$ | 5,025,479 | $ | 12,975,655 | $ | 12,690,079 | ||||||
Work-in-process |
5,311,035 | 5,490,458 | 4,231,225 | |||||||||
Finished goods |
43,389,467 | 43,506,841 | 30,215,622 | |||||||||
| 53,725,981 | 61,972,954 | 47,136,926 | ||||||||||
Adjust to LIFO cost |
(14,614,598 | ) | (2,629,089 | ) | 7,017,373 | |||||||
Lower of cost or market adjustment |
0 | 0 | (3,989,406 | ) | ||||||||
| $ | 39,111,383 | $ | 59,343,865 | $ | 50,164,893 | |||||||
Copper prices trended upward in the first quarter of 2004, and then traded in a more stable range during the remainder of 2004. As of December 31, 2004, the value of all inventories using the LIFO method was less than the FIFO value by $14.6 million. This differential increased $12.0 million versus the December 31, 2003 differential of $2.6 million, resulting in a corresponding increase of $12.0 million in cost of goods sold. Due to the management of inventory levels during the third and fourth quarters of 2004, the Company liquidated the LIFO inventory layers established in 2003, 2002, 2001, 1999 and a portion of the inventory layer established in 1998. As a result, under the LIFO method, these inventory layers were liquidated at historical costs that were less than current costs, which favorably impacted cost of goods sold by $11.7 million for the full year and net income for the full year by $7.5 million. As of December 31, 2004, the LIFO cost basis of inventory was less than the market value resulting in no lower of cost or market adjustment being required. Copper prices trended upward during 2003. As of December 31, 2003, the value of all inventories using the LIFO method was less than the FIFO value by $2.6 million. This differential was $9.6 million less than the December 31, 2002 debit differential of $7.0 million, resulting in a corresponding increase of $9.6 million in cost of goods sold. As of December 31, 2003, the LIFO cost basis of inventory was less than the market value resulting in the Company reversing the lower of cost or market reserve that existed at the end of 2002, which decreased cost of goods sold by $4.0 million. The net effect of these two adjustments increased cost of goods sold for the year by $5.7 million. As of December 31, 2002, the value of all inventories using the LIFO method was greater than the FIFO value by $7.0 million. This differential was $1.9 million less than the December 31, 2001 differential of $8.9 million, resulting in a corresponding increase in cost of goods sold. As of December 31, 2002, the LIFO cost basis of inventory exceeded its market value by $4.0 million, resulting in the Company establishing a lower of cost of market reserve for this amount, which increased cost of goods sold by $1.4 million. The net effect of these two adjustments increased cost of goods sold for the year by $3.3 million.
Gross profit increased to $96.4 million, or 16.0% of net sales in 2004 from $55.9 million, or 14.5% of net sales in 2003 and from $34.9 million, or 12.3% of net sales, in 2002. The changes in gross profit were due to the factors discussed above.