|
|
FORM 10-K
|
|
ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
ENCORE WIRE CORPORATION
(Exact name of registrant as specified in its charter)
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|
Delaware
|
|
75-2274963
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(State or other jurisdiction of
incorporation or organization)
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|
(I.R.S. Employer
Identification No.)
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|
|
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1329 Millwood Road
McKinney, Texas
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|
75069
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(Address of principal executive offices)
|
|
(Zip Code)
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Title of each class
|
|
Name of each exchange on which registered
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Common Stock, par value $.01 per share
|
|
The NASDAQ Global Select Market
|
|
Large accelerated filer
|
|
ý
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Accelerated filer
|
¨
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|
|
|
|
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Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
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Smaller Reporting Company
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¨
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(1)
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Proxy statement for the
2015
annual meeting of stockholders – Part III
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|
Name
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Age
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Position with Company
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Daniel L. Jones
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51
|
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Chairman of the Board of Directors, President and Chief Executive Officer
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Frank J. Bilban
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58
|
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Vice President – Finance, Treasurer, Secretary, and Chief Financial Officer
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|
High
|
|
Low
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||||
|
|
|
|
||||
2014
|
|
|
|
||||
First Quarter
|
$
|
57.99
|
|
|
$
|
46.03
|
|
Second Quarter
|
52.70
|
|
|
45.06
|
|
||
Third Quarter
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51.30
|
|
|
36.91
|
|
||
Fourth Quarter
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40.92
|
|
|
33.61
|
|
||
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|
|
|
||||
2013
|
|
|
|
||||
First Quarter
|
$
|
35.41
|
|
|
$
|
30.69
|
|
Second Quarter
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35.90
|
|
|
31.46
|
|
||
Third Quarter
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42.48
|
|
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34.07
|
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||
Fourth Quarter
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54.84
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37.95
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Number of securities to be
issued upon exercise of outstanding options, warrants and rights
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Weighted-average exercise
price of outstanding
options, warrants and rights
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|
Number of securities
remaining available for future issuance under equity compensation plans
(excluding securities
reflected in column (a))
|
||||
PLAN CATEGORY
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(a)
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|
(b)
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(c)
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||||
|
|
|
|
|
|
||||
Equity compensation plans approved by security holders
|
330,900
|
|
|
$
|
29.95
|
|
|
298,500
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
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TOTAL
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330,900
|
|
|
$
|
29.95
|
|
|
298,500
|
|
Symbol
|
|
Total Return For:
|
|
12/31/2009
|
|
3/31/2010
|
|
6/30/2010
|
|
9/30/2010
|
|
12/31/2010
|
|
3/31/2011
|
|
6/30/2011
|
|||||||
«
|
|
Encore Wire Corporation
|
|
100.00
|
|
|
98.91
|
|
|
86.59
|
|
|
97.73
|
|
|
119.51
|
|
|
116.17
|
|
|
115.70
|
|
n
|
|
Russell 2000 Index
|
|
100.00
|
|
|
108.82
|
|
|
98.02
|
|
|
109.08
|
|
|
126.81
|
|
|
136.88
|
|
|
134.68
|
|
▲
|
|
Peer Group
|
|
100.00
|
|
|
105.28
|
|
|
94.66
|
|
|
103.74
|
|
|
139.24
|
|
|
157.42
|
|
|
151.08
|
|
Symbol
|
|
Total Return For:
|
|
9/30/2011
|
|
12/31/2011
|
|
3/31/2012
|
|
6/30/2012
|
|
9/30/2012
|
|
12/31/2012
|
|
3/31/2013
|
|||||||
«
|
|
Encore Wire Corporation
|
|
98.31
|
|
|
123.83
|
|
|
142.25
|
|
|
128.22
|
|
|
140.20
|
|
|
145.33
|
|
|
168.02
|
|
n
|
|
Russell 2000 Index
|
|
105.24
|
|
|
121.52
|
|
|
136.63
|
|
|
131.89
|
|
|
138.82
|
|
|
141.43
|
|
|
158.96
|
|
▲
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Peer Group
|
|
95.26
|
|
|
112.60
|
|
|
129.58
|
|
|
114.81
|
|
|
128.45
|
|
|
145.64
|
|
|
170.85
|
|
Symbol
|
|
Total Return For:
|
|
6/30/2013
|
|
9/30/2013
|
|
12/31/2013
|
|
3/31/2014
|
|
6/30/2014
|
|
9/30/2014
|
|
12/31/2014
|
|||||||
«
|
|
Encore Wire Corporation
|
|
163.70
|
|
|
189.44
|
|
|
260.57
|
|
|
233.22
|
|
|
235.86
|
|
|
178.46
|
|
|
179.80
|
|
n
|
|
Russell 2000 Index
|
|
163.86
|
|
|
180.58
|
|
|
196.34
|
|
|
198.54
|
|
|
202.61
|
|
|
187.70
|
|
|
205.96
|
|
▲
|
|
Peer Group
|
|
156.01
|
|
|
184.59
|
|
|
192.31
|
|
|
182.79
|
|
|
199.24
|
|
|
151.16
|
|
|
179.26
|
|
(1)
|
Data presented in the performance graph is complete through December 31, 2014.
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(2)
|
The Peer Group is self-determined and consists of the following companies: General Cable Corporation and Belden, Inc.
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(3)
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The peer group index uses only such peer group’s performance and excludes the performance of the Company. The peer group index uses beginning of period market capitalization weighting.
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(4)
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Each data line represents quarterly index levels derived from compounded daily returns that include all dividends.
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(5)
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The index level for all data lines was set to $100.00 on December 31, 2009.
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Year Ended December 31,
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||||||||||||||||||
|
2014
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|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
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(in thousands, except per share data)
|
||||||||||||||||||
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|
||||||||||||||
Statement of Income Data:
|
|
|
|
|
|
||||||||||||||
Net sales
|
$
|
1,166,979
|
|
|
$
|
1,158,252
|
|
|
$
|
1,072,348
|
|
|
$
|
1,180,474
|
|
|
$
|
910,222
|
|
Cost of goods sold
|
1,042,002
|
|
|
1,023,180
|
|
|
982,021
|
|
|
1,039,619
|
|
|
827,813
|
|
|||||
Gross profit
|
124,977
|
|
|
135,072
|
|
|
90,327
|
|
|
140,855
|
|
|
82,409
|
|
|||||
Selling, general and administrative expenses
|
68,876
|
|
|
64,453
|
|
|
60,981
|
|
|
64,577
|
|
|
57,073
|
|
|||||
Operating income
|
56,101
|
|
|
70,619
|
|
|
29,346
|
|
|
76,278
|
|
|
25,336
|
|
|||||
Interest and other (income) expense
|
(341
|
)
|
|
(329
|
)
|
|
(343
|
)
|
|
(239
|
)
|
|
2,395
|
|
|||||
Interest expense
|
285
|
|
|
265
|
|
|
313
|
|
|
322
|
|
|
522
|
|
|||||
Income before income taxes
|
56,157
|
|
|
70,683
|
|
|
29,376
|
|
|
76,195
|
|
|
22,419
|
|
|||||
Provision for income taxes
|
19,034
|
|
|
23,773
|
|
|
9,565
|
|
|
26,064
|
|
|
7,129
|
|
|||||
Net income
|
$
|
37,123
|
|
|
$
|
46,910
|
|
|
$
|
19,811
|
|
|
$
|
50,131
|
|
|
$
|
15,290
|
|
Net income per common and common equivalent shares – basic
|
$
|
1.79
|
|
|
$
|
2.27
|
|
|
$
|
0.91
|
|
|
$
|
2.15
|
|
|
$
|
0.66
|
|
Weighted average common and common equivalent shares – basic
|
20,714
|
|
|
20,676
|
|
|
21,680
|
|
|
23,300
|
|
|
23,184
|
|
|||||
Net income per common and common equivalent shares – diluted
|
$
|
1.78
|
|
|
$
|
2.26
|
|
|
$
|
0.91
|
|
|
$
|
2.14
|
|
|
$
|
0.66
|
|
Weighted average common and common equivalent shares – diluted
|
20,821
|
|
|
20,764
|
|
|
21,732
|
|
|
23,410
|
|
|
23,342
|
|
|
As of December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
|
|
|
|
|
|
||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
||||||||||||||
Working capital
|
$
|
285,977
|
|
|
$
|
282,148
|
|
|
$
|
261,493
|
|
|
$
|
334,484
|
|
|
$
|
283,944
|
|
Total assets
|
572,751
|
|
|
525,826
|
|
|
472,467
|
|
|
516,146
|
|
|
477,276
|
|
|||||
Long-term debt, net of current portion
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stockholders’ equity
|
493,187
|
|
|
456,581
|
|
|
410,164
|
|
|
457,743
|
|
|
407,377
|
|
|||||
Annual dividends paid
|
1,657
|
|
|
1,654
|
|
|
1,763
|
|
|
1,863
|
|
|
1,854
|
|
|||||
Annual dividends paid per common share
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
•
|
industry leading order fill rates and responsive customer service
|
•
|
product innovations and product line expansions based on listening to and understanding customer needs and market trends
|
•
|
low cost manufacturing operations, resulting from a state-of-the-art manufacturing complex
|
•
|
low distribution and freight costs due in large part to the “one campus” business model
|
•
|
a focused management team leading an incentivized work force
|
•
|
low general and administrative overhead costs, and
|
•
|
a team of experienced independent manufacturers’ representatives with strong customer relationships across the United States.
|
|
October
2014 |
|
|
November
2014 |
|
|
December
2014 |
|
|
Quarter Ended
Dec. 31, 2014 |
|
|
Year-to-Date
Dec. 31, 2014 |
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
$
|
3.11
|
|
|
$
|
3.08
|
|
|
$
|
2.95
|
|
|
$
|
3.11
|
|
|
$
|
3.43
|
|
Low
|
2.98
|
|
|
2.86
|
|
|
2.84
|
|
|
2.84
|
|
|
2.84
|
|
|||||
Average
|
3.04
|
|
|
3.02
|
|
|
2.90
|
|
|
2.98
|
|
|
3.12
|
|
|
October
2013 |
|
|
November
2013 |
|
|
December
2013 |
|
|
Quarter Ended
Dec. 31, 2013 |
|
|
Year-to-Date
Dec. 31, 2013 |
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
$
|
3.33
|
|
|
$
|
3.29
|
|
|
$
|
3.47
|
|
|
$
|
3.47
|
|
|
$
|
3.78
|
|
Low
|
3.22
|
|
|
3.15
|
|
|
3.20
|
|
|
3.15
|
|
|
3.03
|
|
|||||
Average
|
3.28
|
|
|
3.22
|
|
|
3.34
|
|
|
3.28
|
|
|
3.34
|
|
|
October
2012 |
|
|
November
2012 |
|
|
December
2012 |
|
|
Quarter Ended
Dec. 31, 2012 |
|
|
Year-to-Date
Dec. 31, 2012 |
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
$
|
3.81
|
|
|
$
|
3.63
|
|
|
$
|
3.70
|
|
|
$
|
3.81
|
|
|
$
|
3.97
|
|
Low
|
3.50
|
|
|
3.44
|
|
|
3.53
|
|
|
3.44
|
|
|
3.28
|
|
|||||
Average
|
3.68
|
|
|
3.50
|
|
|
3.62
|
|
|
3.60
|
|
|
3.61
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of goods sold:
|
|
|
|
|
|
|||
Copper
|
66.7
|
%
|
|
68.6
|
%
|
|
72.3
|
%
|
Other raw materials
|
13.2
|
%
|
|
11.5
|
%
|
|
9.6
|
%
|
Depreciation
|
1.2
|
%
|
|
1.1
|
%
|
|
1.2
|
%
|
Labor and overhead
|
9.0
|
%
|
|
8.1
|
%
|
|
7.5
|
%
|
LIFO adjustment
|
(0.8
|
)%
|
|
(1.0
|
)%
|
|
1.0
|
%
|
Lower cost or market adjustment
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
89.3
|
%
|
|
88.3
|
%
|
|
91.6
|
%
|
|
|
|
|
|
|
|||
Gross profit
|
10.7
|
%
|
|
11.7
|
%
|
|
8.4
|
%
|
Selling, general and administrative expenses
|
5.9
|
%
|
|
5.6
|
%
|
|
5.7
|
%
|
Operating income
|
4.8
|
%
|
|
6.1
|
%
|
|
2.7
|
%
|
Interest and other (income) expense
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
|
|
|
|
|||
Income before income taxes
|
4.8
|
%
|
|
6.1
|
%
|
|
2.7
|
%
|
Provision for income taxes
|
1.6
|
%
|
|
2.0
|
%
|
|
0.9
|
%
|
|
|
|
|
|
|
|||
Net income
|
3.2
|
%
|
|
4.1
|
%
|
|
1.8
|
%
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Raw materials
|
$
|
28,283
|
|
|
$
|
28,293
|
|
|
$
|
26,013
|
|
Work-in-process
|
19,169
|
|
|
21,881
|
|
|
22,309
|
|
|||
Finished goods
|
84,020
|
|
|
82,997
|
|
|
88,750
|
|
|||
Total
|
131,472
|
|
|
133,171
|
|
|
137,072
|
|
|||
Adjust to LIFO cost
|
(53,221
|
)
|
|
(62,391
|
)
|
|
(73,416
|
)
|
|||
Lower of cost or market adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|||
Inventory, net
|
$
|
78,251
|
|
|
$
|
70,780
|
|
|
$
|
63,656
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
63,122
|
|
|
$
|
47,218
|
|
|
$
|
30,060
|
|
Net cash used in investing activities
|
(44,231
|
)
|
|
(43,466
|
)
|
|
(40,284
|
)
|
|||
Net cash used in financing activities
|
(1,005
|
)
|
|
(857
|
)
|
|
(68,191
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
17,886
|
|
|
$
|
2,895
|
|
|
$
|
(78,415
|
)
|
|
Payments Due By Period ($ in Thousands)
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
Less Than
1 Year |
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years |
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-Term Debt Obligations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Capital Lease Obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating Lease Obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase Obligations
|
92,891
|
|
|
92,891
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
92,891
|
|
|
$
|
92,891
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Note:
|
Amounts listed as purchase obligations consist of open purchase orders for major raw material purchases and
$19.5 million
of capital equipment and construction purchase orders open as of December 31, 2014.
|
•
|
fluctuations in the global and national economy
|
•
|
fluctuations in the level of activity in the construction industry, including remodeling
|
•
|
demand for the Company’s products
|
•
|
the impact of price competition on the Company’s margins
|
•
|
fluctuations in the price of copper and other key raw materials
|
•
|
the loss of key manufacturers’ representatives who sell the Company’s product line
|
•
|
fluctuations in utility costs, especially electricity and natural gas
|
•
|
fluctuations in insurance costs and coverage of various types
|
•
|
weather related disasters at the Company’s and/or key vendor’s operating facilities
|
•
|
stock price fluctuations due to “stock market expectations” and other external variables
|
•
|
unforeseen future legal issues and/or government regulatory changes
|
•
|
patent and intellectual property disputes, and
|
•
|
fluctuations in the Company’s financial position or national banking issues that impede the Company’s ability to obtain reasonable and adequate financing.
|
|
2014
|
|
2013
|
||||
|
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
54,664
|
|
|
$
|
36,778
|
|
Accounts receivable, net of allowance of $2,065 and $2,065
|
206,908
|
|
|
215,739
|
|
||
Inventories
|
78,251
|
|
|
70,780
|
|
||
Income taxes receivable
|
1,951
|
|
|
—
|
|
||
Deferred income taxes
|
1,306
|
|
|
4,756
|
|
||
Prepaid expenses and other
|
2,235
|
|
|
2,013
|
|
||
Total current assets
|
345,315
|
|
|
330,066
|
|
||
|
|
|
|
||||
Property, plant and equipment – at cost:
|
|
|
|
||||
Land and land improvements
|
48,305
|
|
|
47,324
|
|
||
Construction-in-progress
|
48,245
|
|
|
12,222
|
|
||
Buildings and improvements
|
96,405
|
|
|
90,930
|
|
||
Machinery and equipment
|
228,371
|
|
|
224,502
|
|
||
Furniture and fixtures
|
8,682
|
|
|
8,564
|
|
||
Total property, plant and equipment
|
430,008
|
|
|
383,542
|
|
||
|
|
|
|
||||
Accumulated depreciation
|
(203,502
|
)
|
|
(189,288
|
)
|
||
Property, plant and equipment – net
|
226,506
|
|
|
194,254
|
|
||
|
|
|
|
||||
Other assets
|
930
|
|
|
1,506
|
|
||
Total assets
|
$
|
572,751
|
|
|
$
|
525,826
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Trade accounts payable
|
$
|
31,147
|
|
|
$
|
23,465
|
|
Accrued liabilities
|
28,191
|
|
|
23,006
|
|
||
Income taxes payable
|
—
|
|
|
1,447
|
|
||
Deferred income taxes
|
—
|
|
|
—
|
|
||
Total current liabilities
|
59,338
|
|
|
47,918
|
|
||
|
|
|
|
||||
Noncurrent deferred income taxes
|
20,226
|
|
|
21,327
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
||||
|
|
|
|
||||
Stockholders’ 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 – 26,657,003 and 26,631,653
|
267
|
|
|
266
|
|
||
Additional paid-in capital
|
50,598
|
|
|
49,459
|
|
||
Treasury stock, at cost – 5,934,651 and 5,934,651 shares
|
(88,134
|
)
|
|
(88,134
|
)
|
||
Retained earnings
|
530,456
|
|
|
494,990
|
|
||
Total stockholders’ equity
|
493,187
|
|
|
456,581
|
|
||
Total liabilities and stockholders’ equity
|
$
|
572,751
|
|
|
$
|
525,826
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Net sales
|
$
|
1,166,979
|
|
|
$
|
1,158,252
|
|
|
$
|
1,072,348
|
|
Cost of goods sold
|
1,042,002
|
|
|
1,023,180
|
|
|
982,021
|
|
|||
Gross profit
|
124,977
|
|
|
135,072
|
|
|
90,327
|
|
|||
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
68,876
|
|
|
64,453
|
|
|
60,981
|
|
|||
Operating income
|
56,101
|
|
|
70,619
|
|
|
29,346
|
|
|||
|
|
|
|
|
|
||||||
Other (income) expense:
|
|
|
|
|
|
||||||
Interest and other income
|
(341
|
)
|
|
(329
|
)
|
|
(343
|
)
|
|||
Interest expense
|
285
|
|
|
265
|
|
|
313
|
|
|||
Income before income taxes
|
56,157
|
|
|
70,683
|
|
|
29,376
|
|
|||
|
|
|
|
|
|
||||||
Provision for income taxes
|
19,034
|
|
|
23,773
|
|
|
9,565
|
|
|||
Net income
|
$
|
37,123
|
|
|
$
|
46,910
|
|
|
$
|
19,811
|
|
Net income per common and common
equivalent share – basic
|
$
|
1.79
|
|
|
$
|
2.27
|
|
|
$
|
0.91
|
|
Weighted average common and common
equivalent shares outstanding – basic
|
20,714
|
|
|
20,676
|
|
|
21,680
|
|
|||
Net income per common and common
equivalent share – diluted
|
$
|
1.78
|
|
|
$
|
2.26
|
|
|
$
|
0.91
|
|
Weighted average common and common
equivalent shares outstanding – diluted
|
20,821
|
|
|
20,764
|
|
|
21,732
|
|
|||
Cash dividends declared per share
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
|
|||||||||||||
|
Shares
|
|
Amount
|
|
Total
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2011
|
26,587
|
|
|
$
|
266
|
|
|
$
|
47,342
|
|
|
$
|
(21,496
|
)
|
|
$
|
431,631
|
|
|
$
|
457,743
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,811
|
|
|
19,811
|
|
|||||
Proceeds from exercise of stock options
|
11
|
|
|
—
|
|
|
198
|
|
|
—
|
|
|
—
|
|
|
198
|
|
|||||
Tax benefit on exercise of stock options
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
746
|
|
|
—
|
|
|
—
|
|
|
746
|
|
|||||
Dividend declared—$0.08 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,708
|
)
|
|
(1,708
|
)
|
|||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(66,638
|
)
|
|
—
|
|
|
(66,638
|
)
|
|||||
Balance at December 31, 2012
|
26,598
|
|
|
266
|
|
|
48,298
|
|
|
(88,134
|
)
|
|
449,734
|
|
|
410,164
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,910
|
|
|
46,910
|
|
|||||
Proceeds from exercise of stock options
|
34
|
|
|
—
|
|
|
622
|
|
|
—
|
|
|
—
|
|
|
622
|
|
|||||
Tax benefit on exercise of stock options
|
—
|
|
|
—
|
|
|
175
|
|
|
—
|
|
|
—
|
|
|
175
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
364
|
|
|
—
|
|
|
—
|
|
|
364
|
|
|||||
Dividend declared—$0.08 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,654
|
)
|
|
(1,654
|
)
|
|||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at December 31, 2013
|
26,632
|
|
|
266
|
|
|
49,459
|
|
|
(88,134
|
)
|
|
494,990
|
|
|
456,581
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,123
|
|
|
37,123
|
|
|||||
Proceeds from exercise of stock options
|
25
|
|
|
1
|
|
|
528
|
|
|
—
|
|
|
—
|
|
|
529
|
|
|||||
Tax benefit on exercise of stock options
|
—
|
|
|
—
|
|
|
123
|
|
|
—
|
|
|
—
|
|
|
123
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
488
|
|
|
—
|
|
|
—
|
|
|
488
|
|
|||||
Dividend declared—$0.08 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,657
|
)
|
|
(1,657
|
)
|
|||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at December 31, 2014
|
26,657
|
|
|
$
|
267
|
|
|
$
|
50,598
|
|
|
$
|
(88,134
|
)
|
|
$
|
530,456
|
|
|
$
|
493,187
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
37,123
|
|
|
$
|
46,910
|
|
|
$
|
19,811
|
|
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
15,453
|
|
|
14,788
|
|
|
14,280
|
|
|||
Deferred income taxes
|
2,349
|
|
|
5,415
|
|
|
(6,085
|
)
|
|||
Excess tax benefits of options exercised
|
(123
|
)
|
|
(175
|
)
|
|
(12
|
)
|
|||
Stock-based compensation
|
703
|
|
|
364
|
|
|
746
|
|
|||
Other
|
(116
|
)
|
|
(604
|
)
|
|
(91
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
8,831
|
|
|
(17,760
|
)
|
|
1,424
|
|
|||
Inventories
|
(7,471
|
)
|
|
(7,124
|
)
|
|
(165
|
)
|
|||
Trade accounts payable and accrued liabilities
|
9,309
|
|
|
2,921
|
|
|
3,617
|
|
|||
Other assets and liabilities
|
339
|
|
|
2,668
|
|
|
(4,110
|
)
|
|||
Current income taxes receivable / payable
|
(3,275
|
)
|
|
(185
|
)
|
|
645
|
|
|||
Net cash provided by (used in) operating activities
|
63,122
|
|
|
47,218
|
|
|
30,060
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(44,274
|
)
|
|
(44,505
|
)
|
|
(40,301
|
)
|
|||
Proceeds from sale of assets
|
75
|
|
|
1,039
|
|
|
17
|
|
|||
Other
|
(32
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
(44,231
|
)
|
|
(43,466
|
)
|
|
(40,284
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
(66,638
|
)
|
|||
Proceeds from issuance of common stock, net
|
529
|
|
|
622
|
|
|
198
|
|
|||
Dividends paid
|
(1,657
|
)
|
|
(1,654
|
)
|
|
(1,763
|
)
|
|||
Excess tax benefits of options exercised
|
123
|
|
|
175
|
|
|
12
|
|
|||
Net cash provided by (used in) financing activities
|
(1,005
|
)
|
|
(857
|
)
|
|
(68,191
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
17,886
|
|
|
2,895
|
|
|
(78,415
|
)
|
|||
Cash and cash equivalents at beginning of year
|
36,778
|
|
|
33,883
|
|
|
112,298
|
|
|||
Cash and cash equivalents at end of year
|
$
|
54,664
|
|
|
$
|
36,778
|
|
|
$
|
33,883
|
|
Allowance for Losses Progression (In Thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Beginning balance January 1
|
$
|
2,065
|
|
|
$
|
2,064
|
|
|
$
|
2,102
|
|
(Write offs) of bad debts, net of collections of previous write offs
|
—
|
|
|
1
|
|
|
(38
|
)
|
|||
Bad debt provision
|
—
|
|
|
—
|
|
|
—
|
|
|||
Ending balance at December 31
|
$
|
2,065
|
|
|
$
|
2,065
|
|
|
$
|
2,064
|
|
In Thousands
|
2014
|
|
2013
|
||||
|
|
|
|
||||
Raw materials
|
$
|
28,283
|
|
|
$
|
28,293
|
|
Work-in-process
|
19,169
|
|
|
21,881
|
|
||
Finished goods
|
84,020
|
|
|
82,997
|
|
||
Total
|
131,472
|
|
|
133,171
|
|
||
Adjust to LIFO cost
|
(53,221
|
)
|
|
(62,391
|
)
|
||
Lower of cost or market adjustment
|
—
|
|
|
—
|
|
||
Inventory, net
|
$
|
78,251
|
|
|
$
|
70,780
|
|
In Thousands
|
2014
|
|
2013
|
||||
|
|
|
|
||||
Sales volume discounts payable
|
$
|
16,011
|
|
|
$
|
15,898
|
|
Property taxes payable
|
3,510
|
|
|
3,226
|
|
||
Commissions payable
|
2,064
|
|
|
2,027
|
|
||
Accrued salaries
|
4,800
|
|
|
1,314
|
|
||
Other accrued liabilities
|
1,806
|
|
|
541
|
|
||
Total accrued liabilities
|
$
|
28,191
|
|
|
$
|
23,006
|
|
In Thousands
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
15,742
|
|
|
$
|
17,011
|
|
|
$
|
14,609
|
|
State
|
943
|
|
|
1,347
|
|
|
1,041
|
|
|||
Deferred
|
2,349
|
|
|
5,415
|
|
|
(6,085
|
)
|
|||
Total Income Tax Expense
|
$
|
19,034
|
|
|
$
|
23,773
|
|
|
$
|
9,565
|
|
In Thousands
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Amount computed using the statutory rate
|
$
|
19,655
|
|
|
$
|
24,739
|
|
|
$
|
10,282
|
|
State income taxes, net of federal tax benefit
|
691
|
|
|
1,063
|
|
|
463
|
|
|||
Qualified domestic production activity deduction
|
(1,698
|
)
|
|
(1,797
|
)
|
|
(1,522
|
)
|
|||
Other items
|
386
|
|
|
(232
|
)
|
|
342
|
|
|||
Total Income Tax Expense
|
$
|
19,034
|
|
|
$
|
23,773
|
|
|
$
|
9,565
|
|
|
Deferred Tax Asset (Liability)
|
||||||||||||||
|
2014
|
|
2013
|
||||||||||||
In Thousands
|
Current
|
|
Non-current
|
|
Current
|
|
Non-current
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
$
|
—
|
|
|
$
|
(20,226
|
)
|
|
$
|
—
|
|
|
$
|
(21,327
|
)
|
Inventory
|
(451
|
)
|
|
—
|
|
|
3,104
|
|
|
—
|
|
||||
Allowance for doubtful accounts
|
749
|
|
|
—
|
|
|
749
|
|
|
—
|
|
||||
Uniform capitalization rules
|
463
|
|
|
—
|
|
|
309
|
|
|
—
|
|
||||
Other
|
545
|
|
|
—
|
|
|
594
|
|
|
—
|
|
||||
Deferred income tax asset (liability)
|
$
|
1,306
|
|
|
$
|
(20,226
|
)
|
|
$
|
4,756
|
|
|
$
|
(21,327
|
)
|
In Thousands
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Stock options
|
$
|
488
|
|
|
$
|
364
|
|
|
$
|
746
|
|
Stock appreciation rights (“SARs”)
|
$
|
215
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total stock-based compensation expense
|
$
|
703
|
|
|
$
|
364
|
|
|
$
|
746
|
|
|
|
|
|
|
|
||||||
Tax benefit on exercise of stock options
|
$
|
123
|
|
|
$
|
175
|
|
|
$
|
12
|
|
|
Number
of Shares |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Term |
|
Aggregate
Intrinsic Value (In Thousands) |
|||||
|
|
|
|
|
|
|
|
|||||
Outstanding at January 1, 2014
|
309,250
|
|
|
$
|
25.73
|
|
|
|
|
|
||
Granted
|
49,000
|
|
|
51.63
|
|
|
|
|
|
|||
Exercised
|
(25,350
|
)
|
|
20.84
|
|
|
|
|
|
|||
Forfeited/Cancelled
|
(2,000
|
)
|
|
24.93
|
|
|
|
|
|
|||
Outstanding at December 31, 2014
|
330,900
|
|
|
$
|
29.95
|
|
|
5.41
|
|
$
|
3,175
|
|
Vested and exercisable at December 31, 2014
|
199,179
|
|
|
$
|
25.27
|
|
|
3.81
|
|
$
|
2,433
|
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
|
2012
|
||
|
|
|
|
|
|
||
Risk-free interest rate
|
1.57
|
%
|
|
n/a
|
|
0.78
|
%
|
Expected dividend yield
|
0.15
|
%
|
|
n/a
|
|
0.28
|
%
|
Expected volatility
|
32.9
|
%
|
|
n/a
|
|
44.9
|
%
|
Expected lives
|
5.0 years
|
|
|
n/a
|
|
5.0 years
|
|
In Thousands
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
37,123
|
|
|
$
|
46,910
|
|
|
$
|
19,811
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Denominator for basic earnings per share – weighted average shares
|
20,714
|
|
|
20,676
|
|
|
21,680
|
|
|||
|
|
|
|
|
|
||||||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Employee stock options
|
107
|
|
|
88
|
|
|
52
|
|
|||
|
|
|
|
|
|
||||||
Denominator for diluted earnings per share – weighted average shares
|
20,821
|
|
|
20,764
|
|
|
21,732
|
|
In Thousands, Except Per Share Data
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Weighted average anti-dilutive stock options
|
54
|
|
|
191
|
|
|
179
|
|
|||
|
|
|
|
|
|
||||||
Weighted average exercise price per share
|
$
|
49.90
|
|
|
$
|
31.16
|
|
|
$
|
31.37
|
|
|
Three Months Ended
|
||||||||||||||
2014
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
277,198
|
|
|
$
|
307,088
|
|
|
$
|
297,351
|
|
|
$
|
285,342
|
|
Gross profit
|
32,176
|
|
|
33,512
|
|
|
34,073
|
|
|
25,217
|
|
||||
Net income (loss)
|
10,854
|
|
|
10,154
|
|
|
11,063
|
|
|
5,053
|
|
||||
Net income (loss) per common share – basic
|
0.52
|
|
|
0.49
|
|
|
0.53
|
|
|
0.24
|
|
||||
Net income (loss) per common share – diluted
|
0.52
|
|
|
0.49
|
|
|
0.53
|
|
|
0.24
|
|
|
Three Months Ended
|
||||||||||||||
2013
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
265,351
|
|
|
$
|
289,460
|
|
|
$
|
309,927
|
|
|
$
|
293,514
|
|
Gross profit
|
24,301
|
|
|
40,151
|
|
|
37,904
|
|
|
32,716
|
|
||||
Net income (loss)
|
6,395
|
|
|
15,502
|
|
|
13,802
|
|
|
11,212
|
|
||||
Net income (loss) per common share – basic
|
0.31
|
|
|
0.75
|
|
|
0.67
|
|
|
0.54
|
|
||||
Net income (loss) per common share – diluted
|
0.31
|
|
|
0.75
|
|
|
0.66
|
|
|
0.54
|
|
(1)
|
Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K; and
|
(2)
|
Financial statement schedules have been omitted because they are not applicable or the information required therein is included in the financial statements or notes thereto in Item 8 of this Annual Report on Form 10-K.
|
(3)
|
The exhibits required by Item 601 of Regulation S-K, as set forth in the Index to Exhibits accompanying this Annual Report on Form 10-K.
|
Date: February 25, 2015
|
ENCORE WIRE CORPORATION
|
||
|
|
|
|
|
By:
|
|
/s/ Daniel L. Jones
|
|
|
|
Daniel L. Jones
Chairman, President and Chief Executive Officer
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ DANIEL L. JONES
|
|
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
|
|
February 25, 2015
|
Daniel L. Jones
|
|
|
|
|
|
|
|
|
|
/s/ FRANK J. BILBAN
|
|
Vice President-Finance, Treasurer,
Secretary and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
February 25, 2015
|
Frank J. Bilban
|
|
|
|
|
|
|
|
|
|
/s/ DONALD E. COURTNEY
|
|
Director
|
|
February 25, 2015
|
Donald E. Courtney
|
|
|
|
|
|
|
|
|
|
/s/ GREGORY J. FISHER
|
|
Director
|
|
February 25, 2015
|
Gregory J. Fisher
|
|
|
|
|
|
|
|
|
|
/s/ WILLIAM R. THOMAS, III
|
|
Director
|
|
February 25, 2015
|
William R. Thomas, III
|
|
|
|
|
|
|
|
|
|
/s/ SCOTT D. WEAVER
|
|
Director
|
|
February 25, 2015
|
Scott D. Weaver
|
|
|
|
|
|
|
|
|
|
/s/ JOHN H. WILSON
|
|
Lead Independent Director
|
|
February 25, 2015
|
John H. Wilson
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
3.1
|
|
Certificate of Incorporation of Encore Wire Corporation and all amendments thereto (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 and incorporated herein by reference).
|
|
|
|
3.2
|
|
Third Amended and Restated Bylaws of Encore Wire Corporation, as amended through February 27, 2012 (filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and incorporated herein by reference).
|
|
|
|
4.1
|
|
Form of certificate for Common Stock (filed as Exhibit 1 to the Company’s registration statement on Form 8-A, filed with the SEC on June 4, 1992 and incorporated herein by reference).
|
|
|
|
10.1*
|
|
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).
|
|
|
|
10.2*
|
|
2010 Stock Option Plan (filed as Annex A to the Company’s Proxy Statement filed with the SEC on March 26, 2010 and incorporated herein by reference).
|
|
|
|
10.3*
|
|
Form of Indemnification Agreement (filed as Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 and incorporated herein by reference).
|
|
|
|
10.4*
|
|
Form of Stock Option Agreement under the 1999 Stock Option Plan (filed as Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 and incorporated herein by reference).
|
|
|
|
10.5*
|
|
Form of Incentive Stock Option Agreement under the 2010 Stock Option Plan (filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 and incorporated herein by reference).
|
|
|
|
10.6*
|
|
Form of Non-Qualified Stock Option Agreement under the 2010 Stock Option Plan (filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 and incorporated here by reference).
|
|
|
|
10.7
|
|
Credit Agreement dated September 27, 2012 by and among the Company, Bank of America, N.A., as administrative agent and letter of credit issuer, Wells Fargo Bank, National Association, as syndication agent and the other lender parties thereto (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2012 and incorporated herein by reference).
|
|
|
|
10.8
|
|
Commercial Contract of Sale dated June 18, 2013 by and among the Company, VTCR, LP, MADMT, LP and Prairie Flight, LP (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 2, 2013 and incorporated herein by reference).
|
|
|
|
10.9
|
|
First Amendment to Credit Agreement, dated as of December 31, 2013, by and among the Company, Bank of America, N.A., as lender and administrative agent and Wells Fargo Bank, National Association, as lender (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 5, 2014 and incorporated herein by reference).
|
|
|
|
10.10
|
|
Second Amendment to Credit Agreement, dated as of December 31, 2014, by and among the Company, Bank of America, N.A., as lender and administrative agent and Wells Fargo Bank, National Association, as lender.
|
|
|
|
10.11*
|
|
Encore Wire Corporation 2014 Stock Appreciation Rights Plan
|
|
|
|
21.1
|
|
Subsidiaries
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP
|
|
|
|
31.1
|
|
Certification by Daniel L. Jones, Chairman, President and Chief Executive Officer of the Company, dated February 25, 2015 and submitted pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification by Frank J. Bilban, Vice President — Finance, Treasurer, Secretary and Chief Financial Officer of the Company, dated February 25, 2015 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, Chairman, President and Chief Executive Officer of the Company, dated February 25, 2015 as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification by Frank J. Bilban, Vice President — Finance, Treasurer, Secretary and Chief Financial Officer, dated February 25, 2015 as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Management contract or compensatory plan
|
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
|
To:
|
Bank of America, N.A., as Administrative Agent
|
By:
|
|
|
|
Name:
|
|
|
Title
|
|
|
B.
|
EBITDA for four consecutive Fiscal Quarters ending on the Statement Date (“
Subject Period
”):
|
|
|
|
|
(1)
|
Income before provision for income Taxes for the Subject Period:
|
$_________
|
|
|
(2)
|
To the extent deducted in calculating income interest charges paid or accrued for the Subject Period:
|
$_________
|
|
|
(3)
|
To the extent deducted in calculating income, depreciation and amortization expenses for the Subject Period:
|
$_________
|
|
|
(4)
|
EBITDA (Lines II.B.(1) + (2) +(3)):
|
$_________
|
|
C.
|
Leverage Ratio (Line II.A.(5) ÷ Line II.B.(4)):
|
____ to ____
|
|
|
|
Maximum permitted:
|
3.50 to 1.00
|
|
|
|
(Provided Leverage Ratio may not exceed 3.00 to 1.00 for more than two consecutive Fiscal Quarters)
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of Encore Wire Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) ) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 25, 2015
|
By:
|
|
/s/ Daniel L. Jones
|
|
|
|
Daniel L. Jones
Chairman, President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Encore Wire Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) ) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: February 25, 2015
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By:
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/s/ Frank J. Bilban
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Frank J. Bilban
Vice President – Finance, Treasurer,
Secretary and Chief Financial Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: February 25, 2015
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By:
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/s/ Daniel L. Jones
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Daniel L. Jones
Chairman, President and Chief Executive Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: February 25, 2015
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By:
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/s/ Frank J. Bilban
|
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|
|
Frank J. Bilban
Vice President – Finance, Treasurer,
Secretary and Chief Financial Officer
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