UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2019~~2020


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-20278

ENCORE WIRE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

75-2274963

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

1329 Millwood Road

McKinney

Texas

75069

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (972) 562-9473

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	WIRE	The NASDAQ Global Select Market

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 that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large ~~Accelerated~~accelerated Filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of Common Stock, par value $0.01, outstanding as of ~~October~~July 29, ~~2019: 20,961,948~~2020: 20,631,683

ENCORE WIRE CORPORATION

FORM 10-Q

FOR THE QUARTER ENDED ~~SEPTEMBER~~JUNE 30, ~~2019~~2020

Table of Contents


			Page No.
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets - ~~September 30, 2019~~June 3 0 , 20 20 (Unaudited) and December 31, ~~2018~~2019			1
Statements of Income - Quarter and ~~Nine~~Six Months Ended ~~September 30, 2019~~June 3 0 , 20 20 and ~~2018~~201 9 (Unaudited)			2
Statements of Stockholders' Equity - Quarter and ~~Nine~~Six Months Ended ~~September 30, 2019~~June 3 0 , 20 20 and ~~2018~~201 9 (Unaudited)			3
Statements of Cash Flow - ~~Nine~~Six Months Ended ~~September 30, 2019~~ June 3 0 , 20 20 and ~~2018~~201 9 (Unaudited)			4
Notes to Financial Statements			5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			8
Item 3. Quantitative and Qualitative Disclosures About Market Risk			1211
Item 4. Controls and Procedures			1211
PART II—OTHER INFORMATION
Item 1. Legal Proceedings			1312
Item 1A. Risk Factors			1312
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			13
Item 6. Exhibits			1314
Signatures			1415

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Encore Wire Corporation

Balance Sheets

(In thousands, except share and per share data)


		September 30, 2019		December 31, 2018			June 30, 2020		December 31, 2019
		(Unaudited)		(See Note)			(Unaudited)		(See Note)
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	203,936	$	178,405	Cash and cash equivalents	$	250,383	$	230,965
Accounts receivable, net of allowance of $2,031 and $2,030		244,869		235,353
Accounts receivable, net of allowance of $2,501 and $1,801						Accounts receivable, net of allowance of $2,501 and $1,801	192,067		223,098
Inventories, net	Inventories, net	90,244		102,367		Inventories, net	87,880		89,684
Income tax receivable	Income tax receivable	3,111		1,389		Income tax receivable	—		3,602
Prepaid expenses and other	Prepaid expenses and other	2,550		1,723		Prepaid expenses and other	3,552		1,889
Total current assets	Total current assets	544,710		519,237		Total current assets	533,882		549,238

Property, plant and equipment - at cost:	Property, plant and equipment - at cost:					Property, plant and equipment - at cost:
Land and land improvements	Land and land improvements	52,354		51,169		Land and land improvements	60,662		52,354
Construction-in-progress	Construction-in-progress	45,280		24,623		Construction-in-progress	45,226		49,847
Buildings and improvements	Buildings and improvements	152,322		151,758		Buildings and improvements	152,896		152,536
Machinery and equipment	Machinery and equipment	326,893		314,175		Machinery and equipment	353,300		334,204
Furniture and fixtures	Furniture and fixtures	10,855		9,687		Furniture and fixtures	12,249		10,926
Total property, plant and equipment	Total property, plant and equipment	587,704		551,412		Total property, plant and equipment	624,333		599,867
Accumulated depreciation	Accumulated depreciation	(262,938)		(252,754)		Accumulated depreciation	(274,804)		(266,688)
Property, plant and equipment - net	Property, plant and equipment - net	324,766		298,658		Property, plant and equipment - net	349,529		333,179

Other assets	Other assets	771		165		Other assets	634		737
Total assets	Total assets	$	870,247	$	818,060	Total assets	$	884,045	$	883,154

Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity					Liabilities and Stockholders’ Equity
Current liabilities:	Current liabilities:					Current liabilities:
Trade accounts payable	Trade accounts payable	$	39,907	$	36,706	Trade accounts payable	$	30,039	$	40,509
Accrued liabilities	Accrued liabilities	33,197		36,866		Accrued liabilities	27,338		34,787

Income taxes payable						Income taxes payable	2,499		—
Total current liabilities	Total current liabilities	73,104		73,572		Total current liabilities	59,876		75,296

Deferred income taxes and other	Deferred income taxes and other	28,464		24,032		Deferred income taxes and other	32,058		28,762
Commitments and contingencies	Commitments and contingencies					Commitments and contingencies

Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Preferred stock, $.01 par value:	Preferred stock, $.01 par value:					Preferred stock, $.01 par value:
Authorized shares – 2,000,000; NaN issued	Authorized shares – 2,000,000; NaN issued	—		—		Authorized shares – 2,000,000; NaN issued	—		—
Common stock, $.01 par value:	Common stock, $.01 par value:					Common stock, $.01 par value:
Authorized shares – 40,000,000;	Authorized shares – 40,000,000;					Authorized shares – 40,000,000;
Issued shares – 26,989,403 and 26,906,603		269		269
Issued shares – 27,005,388 and 26,939,403						Issued shares – 27,005,388 and 26,939,403	270		269
Additional paid-in capital	Additional paid-in capital	62,705		60,822		Additional paid-in capital	66,554		63,009
Treasury stock, at cost – 6,027,455 and 6,027,455 shares		(91,056)		(91,056)
Treasury stock, at cost – 6,468,705 and 6,027,455 shares						Treasury stock, at cost – 6,468,705 and 6,027,455 shares	(111,718)		(91,056)
Retained earnings	Retained earnings	796,761		750,421		Retained earnings	837,005		806,874
Total stockholders’ equity	Total stockholders’ equity	768,679		720,456		Total stockholders’ equity	792,111		779,096
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	870,247	$	818,060	Total liabilities and stockholders’ equity	$	884,045	$	883,154

Note: The balance sheet at December 31, ~~2018,~~2019, as presented, is derived from the audited financial statements at that date.

See accompanying notes.

Table of Contents

Encore Wire Corporation

Statements of Income

(In thousands, except per share data)


		Quarter Ended September 30,						Nine Months Ended September 30,							Quarter Ended June 30,				Six Months Ended June 30,
		2019		2018		2019		2018			2020		2019		2020		2019
		(Unaudited)						(Unaudited)							(Unaudited)				(Unaudited)

Net sales	Net sales	$	321,169	$	340,732	$	972,742	$	968,956	Net sales	$	253,631	$	336,866	$	556,425	$	651,573
Cost of goods sold	Cost of goods sold	278,181		286,227		842,518		832,460		Cost of goods sold	217,132		290,956		474,153		564,337
Gross profit	Gross profit	42,988		54,505		130,224		136,496		Gross profit	36,499		45,910		82,272		87,236

Selling, general, and administrative expenses	Selling, general, and administrative expenses	22,672		24,214		71,515		68,599		Selling, general, and administrative expenses	20,755		23,846		43,044		48,844
Operating income	Operating income	20,316		30,291		58,709		67,897		Operating income	15,744		22,064		39,228		38,392

Net interest and other income	Net interest and other income	1,033		596		3,193		1,332		Net interest and other income	267		1,082		1,151		2,160
Income before income taxes	Income before income taxes	21,349		30,887		61,902		69,229		Income before income taxes	16,011		23,146		40,379		40,552

Provision for income taxes	Provision for income taxes	4,948		7,209		14,308		16,109		Provision for income taxes	3,664		5,364		9,424		9,359
Net income	Net income	$	16,401	$	23,678	$	47,594	$	53,120	Net income	$	12,347	$	17,782	$	30,955	$	31,193
Earnings per common and common equivalent share – basic	Earnings per common and common equivalent share – basic	$	0.78	$	1.14	$	2.28	$	2.55	Earnings per common and common equivalent share – basic	$	0.60	$	0.85	$	1.50	$	1.49
Earnings per common and common equivalent share – diluted	Earnings per common and common equivalent share – diluted	$	0.78	$	1.13	$	2.27	$	2.54	Earnings per common and common equivalent share – diluted	$	0.60	$	0.85	$	1.50	$	1.49
Weighted average common and common equivalent shares outstanding – basic	Weighted average common and common equivalent shares outstanding – basic	20,912		20,853		20,896		20,839		Weighted average common and common equivalent shares outstanding – basic	20,496		20,898		20,646		20,891
Weighted average common and common equivalent shares outstanding – diluted	Weighted average common and common equivalent shares outstanding – diluted	20,991		20,919		20,985		20,910		Weighted average common and common equivalent shares outstanding – diluted	20,537		20,988		20,696		20,985
Cash dividends declared per share	Cash dividends declared per share	$	0.02	$	0.02	$	0.06	$	0.06	Cash dividends declared per share	$	0.02	$	0.02	$	0.04	$	0.04

See accompanying notes.

Table of Contents

Encore Wire Corporation

Statements of Stockholders' Equity

(In thousands, except per share data)


2019		Common Stock					Additional Paid-In Capital		Treasury Stock						Retained Earnings		Total Stockholders' Equity
2020													Common Stock						Additional Paid-In Capital		Treasury Stock						Retained Earnings		Total Stockholders' Equity
(Unaudited)	(Unaudited)	Shares	Amount						Additional Paid-In Capital		Shares		Amount					Retained Earnings			Total Stockholders' Equity				(Unaudited)	Amount							Additional Paid-In Capital	Retained Earnings	Total Stockholders' Equity
Balance at December 31, 2018		26,907	$	269	$	60,822	$	(91,056)			$	750,421	$	720,456
Balance at December 31, 2019															Balance at December 31, 2019	26,939				$			269	$	63,009	6,027		$	(91,056)	$	806,874	$	779,096
Net income															Net income	—		—		—		—		—		18,607		18,607

Stock-based compensation															Stock-based compensation	8		—		460		—		—		—		460
Dividend declared—$0.02 per share															Dividend declared—$0.02 per share	—		—		—		—		—		(411)		(411)
Purchase of treasury stock															Purchase of treasury stock	—		—		—		439		(20,580)		—		(20,580)
Balance at March 31, 2020															Balance at March 31, 2020	26,947		$	269	$	63,469	6,466		$	(111,636)	$	825,070	$	777,172
Net income	Net income	—	—		—		—		—		13,411		13,411		Net income	—		—		—		—		—		12,347		12,347
Exercise of stock options	Exercise of stock options	15	—		431		—		—		—		431		Exercise of stock options	53		1		2,454		—		—		—		2,455
Stock-based compensation	Stock-based compensation	—	—		760		—		—		—		760		Stock-based compensation	5		—		631		—		—		—		631
Dividend declared—$0.02 per share	Dividend declared—$0.02 per share	—	—		—		—		—		(418)		(418)		Dividend declared—$0.02 per share	—		—		—		—		—		(412)		(412)

Balance at March 31, 2019		26,922	$	269	$	62,013	6,027		$	(91,056)	$	763,414	$	734,640
Net income		—	—		—		—		—		17,782		17,782
Exercise of stock options		6	—		137		—		—		—		137
Stock-based compensation		5	—		502		—		—		—		502
Dividend declared—$0.02 per share		—	—		—		—		—		(418)		(418)

Balance at June 30, 2019		26,933	$	269	$	62,652	6,027		$	(91,056)	$	780,778	$	752,643
Net income		—	—		—		—		—		16,401		16,401

Stock-based compensation, net		6	—		53		—		—		—		53

Dividend declared—$0.02 per share		—	—		—		—		—		(418)		(418)

Balance at September 30, 2019		26,939	$	269	$	62,705	6,027		$	(91,056)	$	796,761	$	768,679
Purchase of treasury stock															Purchase of treasury stock	—		—		—		2		(82)		—		(82)
Balance at June 30, 2020															Balance at June 30, 2020	27,005		$	270	$	66,554	6,468		$	(111,718)	$	837,005	$	792,111


2018		Common Stock					Additional Paid-In Capital		Treasury Stock						Retained Earnings		Total Stockholders' Equity
2019													Common Stock						Additional Paid-In Capital		Treasury Stock						Retained Earnings		Total Stockholders' Equity
(Unaudited)	(Unaudited)	Shares	Amount						Additional Paid-In Capital		Shares		Amount					Retained Earnings			Total Stockholders' Equity				(Unaudited)	Amount							Additional Paid-In Capital	Retained Earnings	Total Stockholders' Equity
Balance at December 31, 2017		26,859	$	269	$	58,192	$	(91,056)			$	673,940	$	641,345
Balance at December 31, 2018															Balance at December 31, 2018	26,907				$			269	$	60,822	6,027		$	(91,056)	$	750,421	$	720,456
Net income	Net income	—	—		—		—		—		11,353		11,353		Net income	—		—		—		—		—		13,411		13,411
Exercise of stock options	Exercise of stock options	13	—		306		—		—		—		306		Exercise of stock options	15		—		431		—		—		—		431
Stock-based compensation	Stock-based compensation	—	—		649		—		—		—		649		Stock-based compensation	—		—		760		—		—		—		760
Dividend declared—$0.02 per share	Dividend declared—$0.02 per share	—	—		—		—		—		(417)		(417)		Dividend declared—$0.02 per share	—		—		—		—		—		(418)		(418)

Balance at March 31, 2018		26,872	$	269	$	59,147	6,027		$	(91,056)	$	684,876	$	653,236
Net income		—	—		—		—		—		18,089		18,089

Stock-based compensation		5	—		421		—		—		—		421
Dividend declared—$0.02 per share		—	—		—		—		—		(417)		(417)

Balance at June 30, 2018		26,877	$	269	$	59,568	6,027		$	(91,056)	$	702,548	$	671,329
Balance at March 31, 2019															Balance at March 31, 2019	26,922		$	269	$	62,013	6,027		$	(91,056)	$	763,414	$	734,640
Net income	Net income	—	—		—		—		—		23,678		23,678		Net income	—		—		—		—		—		17,782		17,782
Exercise of stock options	Exercise of stock options	6	—		125		—		—		—		125		Exercise of stock options	6		—		137		—		—		—		137
Stock-based compensation	Stock-based compensation	—	—		187		—		—		—		187		Stock-based compensation	5		—		502		—		—		—		502
Dividend declared—$0.02 per share	Dividend declared—$0.02 per share	—	—		—		—		—		(418)		(418)		Dividend declared—$0.02 per share	—		—		—		—		—		(418)		(418)

Balance at September 30, 2018		26,883	$	269	$	59,880	6,027		$	(91,056)	$	725,808	$	694,901
Balance at June 30, 2019															Balance at June 30, 2019	26,933		$	269	$	62,652	6,027		$	(91,056)	$	780,778	$	752,643

See accompanying notes.

Table of Contents

Encore Wire Corporation

Statements of Cash Flow

(In thousands)


		Nine Months Ended September 30,							Six Months Ended June 30,
		2019		2018			2020		2019
		(Unaudited)							(Unaudited)

Operating Activities:	Operating Activities:					Operating Activities:
Net income	Net income	$	47,594	$	53,120	Net income	$	30,955	$	31,193
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	13,254		12,321		Depreciation and amortization	9,321		8,785
Deferred income taxes	Deferred income taxes	3,044		1,516		Deferred income taxes	3,327		816
Stock-based compensation attributable to equity awards	Stock-based compensation attributable to equity awards	1,315		1,257		Stock-based compensation attributable to equity awards	1,091		1,262
Other	Other	801		(145)		Other	520		(111)
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	(9,516)		(41,706)		Accounts receivable	30,331		(20,615)
Inventories	Inventories	12,123		(3,641)		Inventories	1,804		6,328
Other assets	Other assets	(878)		120		Other assets	(1,652)		(200)
Trade accounts payable and accrued liabilities	Trade accounts payable and accrued liabilities	1,431		9,647		Trade accounts payable and accrued liabilities	(21,514)		2,266
Current income taxes receivable / payable	Current income taxes receivable / payable	(1,722)		642		Current income taxes receivable / payable	6,101		(1,873)
Net cash provided by operating activities	Net cash provided by operating activities	67,446		33,131		Net cash provided by operating activities	60,284		27,851

Investing Activities:	Investing Activities:					Investing Activities:
Purchases of property, plant and equipment	Purchases of property, plant and equipment	(41,251)		(21,242)		Purchases of property, plant and equipment	(21,921)		(21,210)
Proceeds from sale of assets	Proceeds from sale of assets	22		66		Proceeds from sale of assets	90		22

Net cash used in investing activities	Net cash used in investing activities	(41,229)		(21,176)		Net cash used in investing activities	(21,831)		(21,188)

Financing Activities:	Financing Activities:					Financing Activities:

Purchase of treasury stock						Purchase of treasury stock	(20,662)		—

Borrowings from revolver		—		67,300
Repayments to revolver		—		(67,300)

Proceeds from issuance of common stock, net	Proceeds from issuance of common stock, net	568		431		Proceeds from issuance of common stock, net	2,455		568
Dividends paid	Dividends paid	(1,254)		(1,251)		Dividends paid	(828)		(836)
Net cash used in financing activities	Net cash used in financing activities	(686)		(820)		Net cash used in financing activities	(19,035)		(268)

Net increase in cash and cash equivalents	Net increase in cash and cash equivalents	25,531		11,135		Net increase in cash and cash equivalents	19,418		6,395
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	178,405		123,362		Cash and cash equivalents at beginning of period	230,965		178,405
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	203,936	$	134,497	Cash and cash equivalents at end of period	$	250,383	$	184,800

See accompanying notes.

Table of Contents

ENCORE WIRE CORPORATION

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

~~September~~June 30, ~~2019~~2020

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited financial statements of Encore Wire Corporation (the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete annual financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation, have been included. Results of operations for interim periods presented do not necessarily indicate the results that may be expected for the entire year. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

In March 2020 the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. The Company is unable to predict the impact that COVID-19 will have on our financial position and operating results in future periods due to numerous uncertainties. The duration and severity of the outbreak and its long-term impact on our business remain uncertain.

Revenue Recognition

The majority of our revenue is derived by fulfilling customer orders for the purchase of our products, which include electrical building wire and cable. We recognize revenue at the point in time that control of the ordered products is transferred to the customer, which is typically upon shipment to the customer from our manufacturing facilities and based on agreed upon shipping terms on the related purchase order. Amounts billed and due from our customers are classified as accounts receivables on the balance sheet and require payment on a short-term basis through standard payment terms.

Revenue is measured as the amount of consideration we expect to receive in exchange for fulfilling product orders. The amount of consideration we expect to receive and revenue we recognize includes estimates for trade payment discounts and customer rebates which are estimated using historical experience and other relevant factors and is recorded within the same period that the revenue is recognized. We review and update these estimates regularly and the impact of any adjustments are recognized in the period the adjustments are identified. The adjustments resulting from updated estimates of trade payment discounts and customer rebates were not material.

Recent Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the sole source of authoritative U.S. GAAP other than Securities and Exchange Commission ("SEC") issued rules and regulations that apply only to SEC registrants. The FASB issues an Accounting Standard Update (“ASU”) to communicate changes to the codification. The Company considers the applicability and impact of all ASUs. The following are those ASUs that are relevant to the Company.

The Company has a minimal number of leases, all of which are classified as operating. As a result of the adoption of ASU No. 2016-02, “Leases (Topic 842),” on January 1, 2019, the Company recorded $0.7 million of right of use assets which are included in other non-current assets, $0.2 million of current lease liabilities which are included in accounts payable and $0.5 million of long-term lease liabilities included in other non-current liabilities. We will evaluate any future lease commitments in conformance with ASU No. 2016-02.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326),” which makes significant changes to the accounting for credit losses on financial assets and disclosures about them. This ASU requires immediate recognition of management’s estimates of current expected credit losses. Under the prior model, losses were recognized only as they were incurred, which FASB has noted delayed recognition of expected losses that might not yet have met the threshold of being probable. The guidance affects all entities in all industries and applies to a wide variety of financial assets, including trade receivables. ~~The~~We adopted this new standard ~~will be effective for the Company beginning~~ January 1, ~~2020. Early adoption~~2020 and applied a loss rate model to compute the expected credit loss allowance of our short-term trade receivable balances, which we concluded are representative of one collective pool. This method is ~~permitted. ASU 2016-13 permits only a modified retrospective approach without restatement. The Company is still evaluating but does not expect~~based on relevant information from past events, including historical experiences, current conditions, and reasonable and supportable forecasts that affect collectability. Our evaluation of the new standard toconcluded that it had no material impact on our financial ~~statements materially.~~

statements.

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NOTE 2 – INVENTORIES

Inventories are stated at the lower of cost, determined by the last-in, first-out (LIFO) method, or market.

Inventories consist of the following:


In Thousands	In Thousands	September 30, 2019		December 31, 2018		In Thousands	June 30, 2020		December 31, 2019

Raw materials	Raw materials	$	21,460	$	28,455	Raw materials	$	22,084	$	25,882
Work-in-process	Work-in-process	33,157		30,529		Work-in-process	22,546		25,381
Finished goods	Finished goods	77,086		88,708		Finished goods	79,169		83,222
Total Inventory at FIFO cost	Total Inventory at FIFO cost	131,703		147,692		Total Inventory at FIFO cost	123,799		134,485
Adjust to LIFO cost	Adjust to LIFO cost	(41,459)		(45,325)		Adjust to LIFO cost	(35,919)		(44,801)

Inventory, net	Inventory, net	$	90,244	$	102,367	Inventory, net	$	87,880	$	89,684

Inventories are stated at the lower of cost, using the last-in, first out (“LIFO”) method, or market. The Company maintains two inventory pools for LIFO ~~pools~~purposes. As permitted by U.S. generally accepted accounting principles, the Company maintains its inventory costs and cost of goods sold on a first-in, first-out (“FIFO”) basis and makes a monthly adjustment to adjust total inventory and cost of goods sold from FIFO to LIFO. The Company applies the lower of cost or market (“LCM”) test by comparing the LIFO cost of its raw materials, work-in-process and finished goods inventories to estimated market values, which are ~~established at~~based primarily upon the most recent quoted market price of copper and other material prices as of the end of each ~~fiscal year. During~~reporting period. The Company performs a lower of cost or market calculation quarterly. As of June 30, 2020, no LCM adjustment was required. However, decreases in copper and other material prices could necessitate establishing an LCM reserve in future periods. Additionally, future reductions in the ~~first three quarters~~quantity of ~~every year, LIFO calculations~~inventory on hand could cause copper or other raw materials that are ~~based on~~carried in inventory at costs different from the ~~inventory levels~~cost of copper and other raw materials in the period in which the reduction occurs to be included in costs of goods sold for that period at ~~that time. Accordingly, interim LIFO balances will fluctuate depending on those inventory levels and costs.~~the different price.

In the ~~third~~second quarter of ~~2019,~~2020, LIFO adjustments were recorded, increasing cost of sales by $0.7 million, versus LIFO adjustments decreasing cost of sales by $3.3 million in the second quarter of 2019. In the first six months of 2020, LIFO adjustments were recorded, decreasing cost of sales by ~~$4.4~~$8.9 million, versus LIFO adjustments ~~decreasing~~increasing cost of sales by $9.1 million in the third quarter of 2018. In the first nine months of 2019, LIFO adjustments were recorded, decreasing cost of sales by $3.9 million, versus LIFO adjustments decreasing cost of sales by $5.4$0.5 million in the first ~~nine~~six months of ~~2018.~~2019.

NOTE 3 – ACCRUED LIABILITIES

Accrued liabilities consist of the following:


In Thousands	In Thousands	September 30, 2019		December 31, 2018		In Thousands	June 30, 2020		December 31, 2019

Sales rebates payable	Sales rebates payable	$	16,486	$	18,565	Sales rebates payable	$	12,280	$	16,622
Property taxes payable	Property taxes payable	3,168		3,962		Property taxes payable	2,039		4,011
Accrued salaries	Accrued salaries	7,717		8,790		Accrued salaries	6,446		7,924
SAR Liability						SAR Liability	3,821		3,087
Other accrued liabilities	Other accrued liabilities	5,826		5,549		Other accrued liabilities	2,752		3,143
Total accrued liabilities	Total accrued liabilities	$	33,197	$	36,866	Total accrued liabilities	$	27,338	$	34,787

NOTE 4 – INCOME TAXES

Income taxes were accrued at an effective rate of 22.9% in the second quarter of 2020 versus 23.2% in the ~~third~~second quarter of 2019, ~~versus 23.3% in the third quarter of 2018,~~ consistent with the Company’s estimated liabilities. For the ~~nine~~six months ended ~~September~~June 30, the Company’s tax rate was approximately 23.3% in 2020 and 23.1% in ~~2019 and 23.3% in 2018.~~2019. In all periods, the differences between the provisions for income taxes and the income taxes computed using the federal income tax statutory rate are due primarily to the incremental taxes accrued for state and local taxes.

NOTE 5 – EARNINGS PER SHARE

Earnings per common and common equivalent share are computed using the weighted average number of shares of common stock and common stock equivalents outstanding during each period. If dilutive, the effect of stock options, treated as common stock equivalents, is calculated using the treasury stock method.

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The following table sets forth the computation of basic and diluted earnings per share:


		Quarter Ended September 30,						Nine Months Ended September 30,							Quarter Ended June 30,				Six Months Ended June 30,
In Thousands	In Thousands	2019		2018		2019		2018		In Thousands	2020		2019		2020		2019

Numerator:	Numerator:									Numerator:
Net income	Net income	$	16,401	$	23,678	$	47,594	$	53,120	Net income	$	12,347	$	17,782	$	30,955	$	31,193

Denominator:	Denominator:									Denominator:
Denominator for basic earnings per share – weighted average shares	Denominator for basic earnings per share – weighted average shares	20,912		20,853		20,896		20,839		Denominator for basic earnings per share – weighted average shares	20,496		20,898		20,646		20,891

Effect of dilutive securities:	Effect of dilutive securities:									Effect of dilutive securities:
Employee stock awards	Employee stock awards	79		66		89		71		Employee stock awards	41		90		50		94

Denominator for diluted earnings per share – weighted average shares	Denominator for diluted earnings per share – weighted average shares	20,991		20,919		20,985		20,910		Denominator for diluted earnings per share – weighted average shares	20,537		20,988		20,696		20,985

The weighted average of employee stock options excluded from the determination of diluted earnings per common and common equivalent share for the ~~third~~second quarter was ~~121,413~~238,433 in ~~2019~~2020 and ~~166,500~~117,500 in ~~2018.~~2019. The weighted average of employee stock options excluded from the determination of diluted earnings per common and common equivalent share for the ~~nine~~six months ended ~~September~~June 30 was ~~118,804~~239,609 in ~~2019~~2020 and ~~159,537~~117,500 in ~~2018.~~ 2019.Such options were anti-dilutive for their respective periods.

NOTE 6 – DEBT

The Company is party to a Credit Agreement (the “Credit Agreement”) with 2 banks, Bank of America, N.A., as administrative agent and letter of credit issuer, and Wells Fargo Bank, National Association, as syndication agent. The Credit Agreement, as amended, extends through October 1, 2021 and provides for maximum borrowings of $150.0 million. At our request, and subject to certain conditions, the commitments under the Credit Agreement may be increased by a maximum of up to $100.0 million as long as existing or new lenders agree to provide such additional commitments. Borrowings under the line of credit bear interest, at the Company’s option, at either (1) LIBOR plus a margin that varies from 0.875% to 1.75% depending upon the Leverage Ratio (as defined in the Credit Agreement), or (2) the base rate (which is the highest of the federal funds rate plus 0.5%, the prime rate, or LIBOR plus 1.0%) plus 0% to 0.25% (depending upon the Leverage Ratio). A commitment fee ranging from 0.15% to 0.30% (depending upon the Leverage Ratio) is payable on the unused line of credit. At ~~September~~June 30, ~~2019,~~2020, there were 0 borrowings outstanding under the Credit Agreement, and letters of credit outstanding in the amount of ~~$1.5~~$1.6 million left ~~$148.5~~$148.4 million of credit available under the Credit Agreement. Obligations under the Credit Agreement are the only contractual borrowing obligations or commercial borrowing commitments of the Company.

Obligations under the Credit Agreement are unsecured and contain customary covenants and events of default. The Company was in compliance with the covenants as of ~~September~~June 30, ~~2019.~~2020.

NOTE 7 – STOCKHOLDERS’ EQUITY

On November 10, 2006, the Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to an authorized number of shares of its common stock on the open market or through privately negotiated transactions at prices determined by the President of the Company during the term of the program. The Company’s Board of Directors has authorized several increases and annual extensions of this stock repurchase program, and, as of ~~September~~June 30, ~~2019, 1,132,946~~2020, 1,000,000 shares remained authorized for repurchase through March 31, ~~2020.~~2021. The Company ~~did 0t repurchase any~~repurchased 441,250 shares of its stock in the ~~nine~~six months ended ~~September~~June 30, ~~2019 or 2018.~~2020 versus 0 shares in the six months ended June 30, 2019.

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NOTE 8 - CONTINGENCIES

There are no material pending proceedings to which the Company is a party or to which any of its property is subject. However, the Company is from time to time involved in litigation, certain other claims and arbitration matters arising in the ordinary course of its business. ~~The Company accrues for a liability when it is both probable that a liability has been incurred and the amount~~

Table of the loss can be reasonably estimated. Significant judgment is required in both the determination of the probability of a loss and the determination as to whether a loss is reasonably estimable. Any such accruals are reviewed at least quarterly and adjusted to reflect the effects of negotiations, settlements, rulings, advice of legal counsel and technical experts and other information and events pertaining to a particular matter. To the extent there is a reasonable possibility (within the meaning of ASC 450 “Contingencies”) that probable losses could exceed amounts already accrued, if any, and the additional loss or range of loss is able to be estimated, management discloses the additional loss or range of loss.

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For matters where the Company has evaluated that a loss is not probable, but is reasonably possible, the Company will disclose an estimate of the possible loss or range of loss or make a statement that such an estimate cannot be made. In some instances, for reasonably possible losses, the Company cannot estimate the possible loss or range of loss. The nature and progression of litigation can make it difficult to predict the impact a particular lawsuit will have on the Company. There are many reasons that the Company cannot make these assessments, including, among others, one or more of the following: the early stages of a proceeding; damages sought that are unspecified, unsupportable, unexplained or uncertain; discovery is incomplete; the complexity of the facts that are in dispute; the difficulty of assessing novel claims; the parties not having engaged in any meaningful settlement discussions; the possibility that other parties may share in any ultimate liability; and/or the often slow pace of litigation.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Encore believes it is a low-cost manufacturer of electrical building wire and cable. The Company is a significant supplier of building wire for interior electrical wiring in commercial and industrial buildings, homes, apartments, and manufactured housing.

As discussed in Note 1, in the notes to the financial statements, the duration and severity of the outbreak and its long-term impact on our business are uncertain at this time. Developments surrounding the COVID-19 global pandemic are continuing to change daily, and we have limited visibility into the extent to which market demand for our products as well as sector manufacturing and distribution capacity will be impacted.

The Company’s operating results in any given period are driven by several key factors, including the volume of product produced and shipped, the cost of copper and other raw materials, the competitive pricing environment in the wire industry and the resulting influence on gross margin and the efficiency with which the Company’s plants operate during the period, among others. 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%~~69.9%, ~~69.7%~~73.0%, and ~~65.2%~~69.7% of the Company’s cost of goods sold during fiscal 2019, 2018 ~~2017~~ and ~~2016,~~2017, 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 the Company’s purchased copper. Additionally, the SEC allows shares of certain physically backed copper exchange-traded funds (“ETFs”) to be listed and publicly traded. Such funds and other copper ETFs like them hold copper cathode as collateral against their shares. The acquisition of copper cathode by copper ETFs may materially decrease or interrupt the availability of copper for immediate delivery in the United States, which could materially increase the Company’s cost of copper. In addition to ~~rising~~raising copper prices and potential supply shortages, we believe that ETFs and similar copper-backed derivative products could lead to increased price volatility for copper. The Company cannot predict copper prices or the effect of fluctuations in the cost of copper on the Company’s future operating results. Wire prices can, and frequently do, change on a daily basis. This competitive pricing market for wire does not always mirror changes in copper prices, making margins highly volatile. With the volatility of both raw material prices and wire prices in the Company’s end market, hedging raw materials can be risky. Historically, the Company has not engaged in hedging strategies for raw material purchases. The tables below highlight the range of closing prices of copper on a per pound basis on the Comex exchange for the periods shown.

COMEX COPPER CLOSING PRICE 2020

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	April 2020		May 2020		June 2020		Quarter Ended June 30, 2020		Six Months Ended June 30, 2020
High	$	2.38	$	2.47	$	2.71	$	2.71	$	2.88
Low	2.19		2.32		2.47		2.19		2.12
Average	2.31		2.39		2.60		2.43		2.50

COMEX COPPER CLOSING PRICE 2019


		July 2019		August 2019		September 2019		Quarter Ended September 30, 2019		Nine Months Ended September 30, 2019			April 2019		May 2019		June 2019		Quarter Ended June 30, 2019		Six Months Ended June 30, 2019
High	High	$	2.74	$	2.66	$	2.68	$	2.74	$	2.98	High	$	2.98	$	2.84	$	2.74	$	2.98	$	2.98
Low	Low	2.62		2.53		2.51		2.51		2.51		Low	2.88		2.65		2.63		2.63		2.57
Average	Average	2.69		2.57		2.60		2.62		2.74		Average	2.92		2.74		2.68		2.78		2.80

~~COMEX COPPER CLOSING PRICE 2018~~

July 2018 August 2018 September 2018 Quarter Ended September 30, 2018 Nine Months Ended September 30, 2018
High $ 2.93 $ 2.76 $ 2.84 $ 2.93 $ 3.29
Low 2.69 2.56 2.58 2.56 2.56
Average 2.79 2.69 2.69 2.73 2.98

The following discussion and analysis relate to factors that have affected the operating results of the Company for the quarters and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018.~~2019. Reference should also be made to the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

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Results of Operations

Quarter Ended ~~September~~June 30, ~~2019~~2020 Compared to Quarter Ended ~~September~~June 30, ~~2018~~2019

Net sales were ~~$321.2~~$253.6 million in the ~~third~~second quarter of ~~2019~~2020 compared to ~~$340.7~~$336.9 million in the ~~third~~second quarter of ~~2018.~~2019. The drop in net sales dollars is ~~primarily~~ the result of an 18.6% decrease in copper wire unit volume shipped coupled with a ~~5.9%~~9.5% decrease in the average selling price of copper ~~wire, offset slightly by a 0.2% increase in copper wire unit volume shipped.~~wire. Unit volume is measured in pounds of copper contained in the wire shipped during the period. The ~~0.2% increase~~18.6% decrease in unit volume shipped was primarily due to ~~continued strong~~COVID-19-related economic strain as parts of the country shut down job sites or significantly curtailed construction ~~industry demand.~~ activity in response to the pandemic, leaving some customers unable to receive deliveries of our products during the quarter. This, coupled with uncertainty in the market, resulted in reduced and sporadic customer buying patterns during April, May and part of June 2020. Beginning late in the second quarter of 2020, driven by the re-opening of many state and local economies, customer buying patterns began to return to more historical levels. Fluctuations in sales prices are primarily a result of changing copper and other raw material prices and product price competition. The average cost per pound of raw copper purchased decreased ~~4.2%~~11.4% in the ~~third~~second quarter of ~~2019~~2020 compared to the ~~third~~second quarter of ~~2018~~2019 and was a driver of the decreased average sales price of copper wire.

Cost of goods sold was ~~$278.2~~$217.1 million, or ~~86.6%~~85.6% of net sales, in the ~~third~~second quarter of ~~2019,~~2020, compared to ~~$286.2~~$291.0 million, or ~~84.0%~~86.4% of net sales, in the ~~third~~second quarter of ~~2018.~~2019. Gross profit decreased to ~~$43.0~~$36.5 million, or ~~13.4%~~14.4% of net sales, in the ~~third~~second quarter of ~~2019~~2020 from ~~$54.5~~$45.9 million, or ~~16.0%~~13.6% of net sales, in the ~~third~~second quarter of ~~2018.~~2019.

~~The decrease in gross~~Gross profit ~~margin~~ percentage for the second quarter of 2020 was ~~primarily the result of a 9.0% decrease~~14.4% compared to 13.6% in the second quarter of 2019. The average selling price of wire per copper ~~spread~~pound sold decreased 9.5% in the ~~third~~second quarter of 2020 versus the second quarter of 2019, ~~versus the third quarter of 2018. The spread decreased as a result of~~while the average ~~sales price~~cost of copper per pound ~~of copper sold decreasing 5.9% while the per pound cost of raw copper~~ purchased decreased ~~4.2%~~11.4%. The percentage change on sales is on a higher nominal dollar amount than on purchases and, therefore, spreads change on a nominal dollar basis. The margin changes were due primarily to the competitive pricing environment in the industry. It should be noted that the spreads in the third quarter of 2018 were the highest in over a decade. In aluminum wire, which represented 7.7% of our net sales in the third quarter of 2019, we continue to enforce our rights under the U.S. trade remedy laws. On October 18, 2019, the U.S. Commerce Department signed its final antidumping (“AD”) and countervailing duty (“CVD”) determinations, resulting in combined AD/CVD duty rates ranging from 81.27 to 218.42 percent for aluminum wire and cable imported from China. The final step in these investigations is a vote from the U.S. International Trade Commission, which is not expected until approximately November 20, 2019.

Total raw materials cost ~~including the LIFO adjustment, increased~~decreased to ~~74.3%~~72.2% of net sales in the ~~third~~second quarter of ~~2019,~~2020, from ~~73.2%~~74.6% of net sales in the ~~third~~second quarter of ~~2018.~~2019. Overhead costs increased to ~~12.3%~~13.5% of net sales in the ~~third~~second quarter of ~~2019,~~2020, from ~~10.8%~~11.8% of net sales in the ~~third~~second quarter of ~~2018.~~2019. Overheads contain some fixed and semi-fixed components which do not fluctuate as much as sales dollars fluctuate.

Inventories are stated at the lower of cost, using the last-in, first out (“LIFO”) method, or market. The Company maintains two inventory pools for LIFO purposes. As permitted by U.S. generally accepted accounting principles, the Company maintains its inventory costs and cost of goods sold on a first-in, first-out (“FIFO”) basis and makes a monthly adjustment to adjust total inventory and cost of goods sold from FIFO to LIFO. The Company applies the lower of cost or market (“LCM”) test by comparing the LIFO cost of its raw materials, work-in-process and finished goods inventories to estimated market values, which are based primarily upon the most recent quoted market price of copper and other material prices as of the end of each reporting period. The Company performs a lower of cost or market calculation quarterly. As of September 30, 2019, no LCM

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adjustment was required. However, decreases in copper and other material prices could necessitate establishing an LCM reserve in future periods. Additionally, future reductions in the quantity of inventory on hand could cause copper or other raw materials that are carried in inventory at costs different from the cost of copper and other raw materials in the period in which the reduction occurs to be included in costs of goods sold for that period at the different price.

Due primarily to decreases in copper costs and price and volume movements of other materials, a LIFO adjustment was recorded, decreasing cost of sales by $4.4 million during the third quarter of 2019. During the third quarter of 2018, a LIFO adjustment was recorded, decreasing cost of sales by $9.1 million.

Selling expenses, consisting of commissions and freight, for the ~~third~~second quarter of ~~2019~~2020 were ~~$16.5~~$13.5 million, or ~~5.1%~~5.3% of net sales, compared to ~~$17.5~~$17.3 million, or 5.1% of net sales, in the ~~third~~second quarter of ~~2018.~~2019. Commissions paid to independent manufacturers’ representatives are paid as a relatively stable percentage of sales dollars and, therefore, exhibited little change in percentage terms. Freight costs ~~decreased~~increased to 2.8% of net sales in the second quarter of 2020 from 2.6% of net sales in the ~~third~~second quarter of ~~2019 from 2.7% of net sales in the third quarter of 2018.~~2019. General and administrative (“G&A”) expenses for the ~~third~~second quarter of ~~2019~~2020 were ~~$6.1~~$7.3 million, or 2.9% of net sales, compared to $6.5 million, or 1.9% of net sales, ~~compared to $6.7 million, or 2.0% of net sales,~~ in the ~~third~~second quarter of ~~2018.~~2019. The G&A ~~decrease~~increase was driven primarily by ~~decreased~~increased stock compensation expense, driven primarily by ~~a drop~~an increase in our stock price driving the mark to market accounting on stock appreciation rights. The net stock compensation expense ~~decreased $1.0~~increased $1.4 million in the ~~third~~second quarter of ~~2019~~2020 versus the ~~third~~second quarter of ~~2018. The Company did not record any bad debt expense during the third quarters of 2019 or 2018.~~2019.

~~Nine~~Six Months Ended ~~September~~June 30, ~~2019~~2020 Compared to ~~Nine~~Six Months Ended ~~September~~June 30, ~~2018~~2019

Net sales for the first ~~nine~~six months of ~~2019~~2020 were ~~$972.7~~$556.4 million compared to net sales of ~~$969.0~~$651.6 million for the first ~~nine~~six months of ~~2018.~~2019. This ~~0.4% increase~~14.6% decrease in net sales is primarily the result of a ~~6.0% increase~~15.9% decrease in copper wire sales, driven by a 9.2% decrease in copper wire unit volume shipped ~~offset by~~and a ~~5.8%~~7.4% decrease in the average selling price of copper wire. Unit volume is measured in pounds of copper contained in the wire shipped during the period. Fluctuations in sales prices are primarily a result of changing copper and other raw material prices and product price competition. The average cost per pound of raw copper purchased decreased ~~7.3%~~9.6% in the first ~~nine~~six months of ~~2019~~2020 compared to the first ~~nine~~six months of ~~2018~~2019 and was athe principal driver of the decreased average sales price of copper wire.

Cost of goods sold ~~increased~~decreased to ~~$842.5~~$474.2 million in the first ~~nine~~six months of ~~2019,~~2020, compared to ~~$832.5~~$564.3 million in the first ~~nine~~six months of ~~2018.~~2019. Gross profit decreased to ~~$130.2~~$82.3 million, or 14.8% of net sales, in the first six months of 2020 versus $87.2 million, or 13.4% of net sales, in the first ~~nine~~six months of ~~2019 from $136.5 million, or 14.1%~~2019.

Gross profit percentage for the six months ended June 30, 2020 was 14.8% compared to 13.4% during the same period in 2019. The average selling price of ~~net sales, in the first nine months of 2018.~~

The gross profit margin percentage decreased primarily as a result of the decrease in the spread between the average price paid for a pound of raw copper and the average sale price for a pound of copper in the first nine months of 2019 versus the first nine months of 2018 due primarily to competitive industry pricing. Fluctuations in sales prices are primarily a result of changing copper raw material prices and product price competition. The copper spread decreased 2.8% in the first nine months of 2019 versus the first nine months of 2018. The spread decreased as a result of the 5.8% decrease in the average sales pricewire per copper pound sold decreased 7.4% in the six months ended June 30, 2020 versus the six months ended June 30, 2019, while the average cost of copper per pound ~~cost of raw copper~~purchased decreased ~~7.3%~~9.6%. InThe percentage change on sales is on a higher nominal ~~dollars, the sales price decreased more~~dollar amount than ~~the cost of copper.~~on purchases and, therefore, spreads change on a nominal dollar basis.

Due primarily to decreases in copper costs and a decrease in copper inventory quantities on hand, ~~and~~aided somewhat by price and volume movements of other materials in the first ~~nine~~six months of ~~2019,~~2020, LIFO adjustments were recorded, decreasing cost of sales by ~~$3.9~~$8.9 million. During the same period in ~~2018,~~2019, LIFO adjustments were recorded, ~~decreasing~~increasing cost of sales by ~~$5.4~~$0.5 million.

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Based on current copper prices, there is no LCM adjustment necessary. Future reductions in the price of copper could require the Company to record an LCM adjustment against the related inventory balance, which would result in a negative impact on net income.

Selling expenses for the first ~~nine~~six months of ~~2019~~2020 decreased to ~~$50.3~~$28.8 million, or 5.2% of net sales, compared to ~~$50.4~~$33.7 million, or 5.2% of net sales, in the same period of ~~2018.~~2019. Commissions paid to independent manufacturers’ representatives are paid as a relatively stable percentage of sales dollars, and therefore, exhibited little change in percentage terms, ~~increasing $0.5~~decreasing $2.5 million in concert with the ~~increased~~decreased sales dollars. Freight costs for the first ~~nine~~six months of ~~2019 remained at~~2020 were 2.7% of net sales, consistent with 2.7% of net sales for the first ~~nine~~six months of ~~2018.~~2019. General and administrative expenses were ~~$21.2~~$13.5 million, or ~~2.2%~~2.4% of net sales, in the first ~~nine months~~half of ~~2019~~2020 compared to ~~$18.2~~$15.1 million, or ~~1.9%~~2.3% of net sales, in the first ~~nine months~~half of ~~2018.~~2019. The G&A ~~increase~~decrease was driven ~~primarily~~ by ~~increased~~decreased stock compensation expense driven ~~primarily~~ by ~~our strong stock price performance driving~~ the mark to market accounting on stock appreciation rights. The net stock compensation expense ~~increased $1.8~~decreased $2.0 million in the first ~~nine~~six months of ~~2019~~2020 versus the first ~~nine~~six months of ~~2018. The Company did not record any bad debt expense during the first nine months of 2019 and 2018.~~2019.

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Liquidity and Capital Resources

The Company maintains a substantial inventory of finished products to satisfy customers’ delivery requirements promptly. As is customary in the building wire industry, the Company provides payment terms to most of its customers that exceed terms that it receives from its suppliers. Copper suppliers generally give very short payment terms (less than 15 days) while the Company and the building wire industry give customers much longer terms. In general, the Company’s standard payment terms result in the collection of a significant majority of net sales within approximately 75 days of the date of invoice. As a result of this timing difference, building wire companies must have sufficient cash and access to capital resources to finance their working capital needs, thereby creating a barrier to entry for companies who do not have sufficient liquidity and capital resources. The two largest components of working capital, receivables and inventory, and to a lesser extent, capital expenditures, are the primary drivers of the Company’s liquidity needs. Generally, these needs will cause the Company’s cash balance to rise and fall inversely to the receivables and inventory balances. The Company’s receivables and inventories will rise and fall in concert with several factors, most notably the price of copper and other raw materials and the level of unit sales. Capital expenditures have historically been necessary to expand and update the production capacity of the Company’s manufacturing operations. The Company has historically satisfied its liquidity and capital expenditure needs with cash generated from operations and borrowings under its various debt arrangements. The Company historically uses its revolving credit facility to manage day to day operating cash needs as required by daily fluctuations in working capital and has the facility in place should such a need arise in the future. We believe that the Company has sufficient liquidity and do not believe COVID-19 will materially impact our liquidity, but we continue to assess the COVID-19 pandemic and its impact on our business, including on our customer base and suppliers.

For more information on the Company’s revolving credit facility, see Note 6 to the Company’s financial statements included in Item 1 to this report, which is incorporated herein by reference.

Cash provided by operating activities was ~~$67.4~~$60.3 million in the first ~~nine~~six months of ~~2019~~2020 compared to ~~$33.1~~$27.9 million in the first ~~nine~~six months of ~~2018.~~2019. The following changes in components of cash flow from operations were notable. The Company had net income of ~~$47.6~~$31.0 million in the first ~~nine~~six months of ~~2019~~2020 compared to net income of ~~$53.1~~$31.2 million in the first ~~nine~~six months of ~~2018.~~2019. Accounts receivable ~~increased $9.5~~decreased $30.3 million in the first ~~nine~~six months of ~~2019~~2020 compared to ~~$41.7~~increasing $20.6 million in the first ~~nine~~six months of ~~2018,~~2019, resulting in a positive change in cash flow of ~~$32.2~~$50.9 million in the first ~~nine~~six months of ~~2019~~2020 versus the first ~~nine~~six months of ~~2018.~~2019. Accounts receivable generally fluctuate in proportion to dollar sales and, to a lesser extent, are affected by the timing of when sales occur during a given quarter. With an average of 60 to 75 days of sales outstanding, quarters in which sales are more back-end loaded will have higher accounts receivable balances outstanding at quarter-end. Inventory value decreased ~~$12.1~~$1.8 million in the first ~~nine~~six months of ~~2019~~2020 compared to ~~increasing $3.6~~decreasing $6.3 million in the first ~~nine~~six months ~~2018~~of 2019 producing a ~~positive~~negative swing in cash flow of ~~$15.7~~$4.5 million in ~~2019~~2020 versus ~~2018.~~2019. Trade accounts payable and accrued liabilities ~~provided~~used cash of ~~$1.4~~$21.5 million in the first ~~nine~~six months of ~~2019~~2020 versus providing ~~$9.6~~$2.3 million in the first ~~nine~~six months of ~~2018, resulting in a negative change in cash flow of $8.2 million.~~2019. In the first ~~nine~~six months of ~~2019,~~2020, changes in current and deferred taxes provided cash of ~~$1.3~~$9.4 million versus ~~$2.2~~$1.1 million of cash ~~provided~~used in the first ~~nine~~six months of ~~2018.~~2019. These changes in cash flow were the primary drivers of the ~~$34.3~~$32.4 million increase in cash provided by operations in the first ~~nine~~six months of ~~2019~~2020 compared to the first ~~nine~~six months of ~~2018.~~2019.

Cash used in investing activities increased to ~~$41.2~~$21.8 million in the first ~~nine~~six months of ~~2019~~2020 from $21.2 million in the first ~~nine~~six months of ~~2018~~2019 due to higher capital expenditures on plant and equipment. Cash used in financing activities in the first ~~nine~~six months of ~~2019~~2020 consisted of ~~$1.3~~$0.8 million of cash dividends paid, ~~offset by $0.6~~$2.5 million of proceeds from exercised stock ~~options.~~options, and $20.7 million of purchases of treasury stock. These ~~changes~~activities in cash flow used ~~$0.7~~$19.0 million cash in financing activities for the first ~~nine~~six months of ~~2019 versus $0.8~~2020 compared to $0.3 million used in the first ~~nine~~six months of ~~2018.~~2019. As of ~~September~~June 30, ~~2019,~~2020, the balance on the Company’s revolving line of credit remained at zero. The Company’s cash balance was ~~$203.9~~$250.4 million at ~~September~~June 30, ~~2019~~2020 versus ~~$134.5~~$184.8 million at ~~September~~June 30, ~~2018, as a result~~2019.

Table of ~~the changes in cash flow discussed above.~~Contents

During the remainder of ~~2019,~~2020, the Company expects its capital expenditures will consist primarily of expenditures related to the purchases of manufacturing equipment throughout its facilities to update equipment and ~~address production bottlenecks.~~the previously-announced construction of a new 720,000 square foot facility located at the north end of our existing campus. This new facility will act as a service center, modernizing our logistics to allow for increased throughput and provide the bandwidth necessary to capture incremental sales volumes. This phase one of our two-phase expansion plan will allow us to compete at a higher level in the marketplace while further strengthening our industry-leading customer service and order fill rates. We expect to complete construction in the second quarter of 2021. The total capital expenditures for all of ~~2019~~2020 associated with these projects are currently estimated to be between ~~$40~~$85 million and ~~$45~~$95 million. ~~We continue~~Our strong balance sheet and ability to refine our plans for significant capital expenditures, but these plans remain delayed by issues arising in connection with a proposed new highway project which may bisect our property. The Company also expects its future working capital requirements to fluctuate as a resultconsistently generate high levels of ~~changes in unit sales volumes and the price of copper and other raw materials. The Company believes that the current cash balance,~~operating cash flow ~~from operations, and the financing available from its revolving credit facility will satisfy anticipated working~~should provide ample allowance to fund planned capital ~~and capital expenditure requirements during 2019.~~expenditures.

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Information Regarding Forward-Looking Statements

This quarterly report on Form 10-Q contains various “forward-looking statements” ~~(within~~within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as ~~amended) and information that is based on management’s belief as well as assumptions made~~amended. Forward-looking statements can be identified by ~~and information currently available to management. The~~ words ~~“believes”~~such as: “anticipate”, ~~“estimates”~~“intend”, ~~“anticipates”~~“plan”, ~~“plans”~~“goal”, ~~“seeks”~~“seek”, ~~“expects”~~“believe”, ~~“intends”~~“project”, “estimate”, “expect”, “strategy”, “future”, “likely”, “may”, “should”, “will” and similar ~~expressions identify some~~references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the ~~forward-looking statements. Although~~future of our business, future plans and strategies, projections, anticipated events and trends, the ~~Company believes that the expectations reflected in such~~economy and other future conditions. Because forward-looking statements ~~are reasonable, it can give no assurance that~~relate to the future, such ~~expectations will prove to have been correct. Such~~ statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those ~~expected. Among~~anticipated, estimated or projected. Therefore, you should not rely on any of these forward-looking statements. Examples of such uncertainties and risks include, but are not limited to, statements about the ~~key factors that may have a direct bearing on~~pricing environment of copper, aluminum and other raw materials, the ~~Company’s operating results are fluctuations in~~duration, magnitude and impact of the ~~economy~~ongoing COVID-19 global pandemic, our order fill rates, profitability and ~~in the level~~stockholder value, payment of ~~activity in the building and construction industry, demand for the Company’s products,~~future dividends, future purchases of stock, the impact of ~~price competition~~competitive pricing and ~~fluctuations~~other risks detailed from time to time in the ~~price~~Company’s reports filed with the Securities and Exchange Commission (the “SEC”). Actual results may vary materially from those anticipated. Any forward-looking statement made by us in this report is based only on information currently available to us and speaks only as of ~~copper and other raw materials.~~the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. For more information regarding “forward-looking statements,” see “Information Regarding Forward-Looking Statements” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018,~~2019, which is hereby incorporated by reference.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes from the information provided in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

Item 4. Controls and Procedures.

The Company maintains controls and procedures designed to ensure that information required to be disclosed by it in the reports it files with or submits to the ~~Securities and Exchange Commission (the “SEC”)~~SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including the Chief Executive and Chief Financial Officers, as appropriate, to allow timely decisions regarding required disclosure. Based on an evaluation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report conducted by the Company’s management, with the participation of the Chief Executive and Chief Financial Officers, the Chief Executive and Chief Financial Officers concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports it files with or submits to the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including the Chief Executive and Chief Financial Officers, as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in the Company’s internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting during the period covered by this report.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

For information on the Company’s legal proceedings, see Note 8 to the Company’s financial statements included in Item 1 to this report and incorporated herein by reference.

Item 1A. Risk Factors.

~~There have been no material changes to the Company’s~~This section supplements and updates certain risk factors as disclosed in Item 1A ~~“Risk Factors,” in the Company’s Annual Report~~of Part I of our annual report on Form 10-K for the ~~fiscal~~ year ended December 31, ~~2018.~~2019 (the “Annual Report”). The following risk factors supersede the corresponding risks described in the Annual Report and should be read together with the other risk factors disclosed in the Annual Report. In addition to the other information in this Quarterly Report on Form 10-Q, all of these risk factors should be carefully considered in evaluating us and our common stock. Any of these risks, many of which are beyond our control, could materially and adversely affect our financial condition, results of operations or cash flows, or cause our actual results to differ materially from those projected in any forward-looking statements. We may also face other risks and uncertainties that are not presently known, are not currently believed to be material, or are not identified below because they are common to all businesses. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. For more information, see “Information Regarding Forward-Looking Statements” in Item 2 of Part I of this report.

Outbreak of Contagious Disease

Our business and the businesses of our suppliers, distributors and customers could be adversely affected by the effects of a widespread outbreak of contagious diseases, including the recent ongoing outbreak of COVID-19. Any outbreak of contagious diseases, and other adverse public health developments, could cause a disruption in our supply chain, distribution and demand for our products. The duration of any such disruption and the related financial impact from COVID-19 and other epidemics and pandemics cannot be reasonably estimated at this time. The occurrence or continuation of any of these events could lead to decreased revenues and limit our ability to execute on our business plan, which could adversely affect our business, financial condition and results of operations.

Industry Conditions and Cyclicality

The residential, commercial and industrial construction industry, which is the end user of the Company’s products, is cyclical and is affected by a number of factors, including the general condition of the economy, market demand and changes in interest rates. Industry sales of electrical wire and cable products tend to parallel general construction activity, which includes remodeling. Construction activity is affected by the ability of our end users to finance projects, which may be severely reduced due to a widespread outbreak of contagious disease, including an epidemic or pandemic such as the current COVID-19 pandemic. Residential, commercial and industrial construction could decline if companies and consumers are unable to finance construction projects or if the economy precipitously declines or stalls, which could result in delays or cancellations of capital projects.

Deterioration in the financial condition of the Company’s customers due to industry and economic conditions may result in reduced sales, an inability to collect receivables and payment delays or losses due to a customer’s bankruptcy or insolvency. Although the Company’s bad debt experience has been low in recent years, the Company’s inability to collect receivables may increase the amounts the Company must expense against its bad debt reserve, decreasing the Company’s profitability. A downturn in the residential, commercial or industrial construction industries and general economic conditions may have a material adverse effect on the Company.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Note 7 to the Company’s financial statements included in Item 1 to this report is hereby incorporated herein by reference.

The following table provides information relating to our purchases of shares of our common stock during the three months ended June 30, 2020.


ISSUER PURCHASES OF EQUITY SECURITIES
	(a)	(b)		(c)	(d)
Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
April 1, 2020 – April 30, 2020	2,138	38.13		2,138	691,696
May 1, 2020 – May 31, 2020	—				1,000,000
June 1, 2020 – June 30, 2020	—				1,000,000
	2,138	$	38.13	2,138

(1) On November 10, 2006, the Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to an authorized number of shares of its common stock from time to time in open market or private transactions, at the Company’s discretion. This authorization originally expired on December 31, 2007, and the Company’s Board of Directors has authorized several increases and annual extensions of this stock repurchase program. As of June 30, 2020, 1,000,000 shares remained authorized for repurchase through March 31, 2021.

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Item 6. Exhibits.


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).
~~31.1~~ 10.1	2020 Long Term Incentive Plan (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on May 6, 2020, and incorporated herein by reference).
10.2	Form of Encore Wire Corporation Stock Award Agreement under the 2020 Long Term Incentive Plan (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on May 6, 2020, and incorporated herein by reference).
31.1	Certification by Daniel L. Jones, Chairman, President and Chief Executive Officer of the Company, dated ~~October~~July 30, ~~2019~~2020 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~~Bret J. ~~Bilban,~~Eckert, Vice President – Finance, Treasurer, Secretary and Chief Financial Officer of the Company, dated ~~October~~July 30, ~~2019~~2020 and submitted pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002.~~2002.
32.1		Certification by Daniel L. Jones, Chairman, President and Chief Executive Officer of the Company, dated ~~October~~July 30, ~~2019~~2020 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~~Bret J. ~~Bilban,~~Eckert, Vice President – Finance, Treasurer, Secretary and Chief Financial Officer of the Company, dated ~~October~~July 30, ~~2019~~2020 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 - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			ENCORE WIRE CORPORATION
			(Registrant)

Dated: ~~October~~July 30, ~~2019~~2020			/s/ DANIEL L. JONES
			Daniel L. Jones Chairman, President and Chief Executive Officer

Dated: ~~October~~July 30, ~~2019~~2020			/s/ ~~FRANK~~BRET J. ~~BILBAN~~ECKERT
			~~Frank~~Bret J. ~~Bilban~~Eckert Vice President-Finance, Treasurer, Secretary and Chief Financial Officer

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	July 2018		August 2018		September 2018		Quarter Ended September 30, 2018		Nine Months Ended September 30, 2018
High	$	2.93	$	2.76	$	2.84	$	2.93	$	3.29
Low	2.69		2.56		2.58		2.56		2.56
Average	2.79		2.69		2.69		2.73		2.98