May 23, 2005
Via Facsimile (312) 569-3150 and U.S. Mail
Richard N. Burger
Chief Financial Officer
Coleman Cable, Inc.
1530 Shields Drive
Waukegan, Illinois 60085
Re: Coleman Cable, Inc.
Form S-4 filed April 26, 2005
File No. 333-124334
Dear Mr. Burger:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. Provide us with an executed supplemental letter that:
* states you are registering the exchange offer in reliance upon
the
relevant Exxon Capital no-action letters, and
* includes the representations substantially in the form set forth
in
the Morgan Stanley and Shearman & Sterling no-action letters.
2. To the extent additional domestic subsidiaries of the company
come
into existence and are made guarantors on the new notes prior to
the
expiration of the offering period, we assume you will update the
facing page, the signature pages, and financial statements to
reflect
the additional guarantors.
Prospectus Front Cover
3. The text on your cover page is dense. Limit the cover page to
the
information that is required by Item 501 of Regulation S-K and
other
information that is key to an investment decision.
4. Please provide the information required by Item 501(b)(4) of
Regulation S-K.
Cautionary Note Regarding Forward-Looking Statements, page i
5. Please move this section so that it appears after the risk
factors
section.
Summary of the Exchange Offer, page 2
6. You set the expiration of the exchange offer at 5:00 p.m. on an
undesignated date. Confirm that the offer will be open for at
least
twenty full business days and that you will change, if necessary,
the
expiration time to 12:00 midnight on the twentieth business day
the
offer is open to comply with Rule 14e-1(a). See Q&A #8 in SEC
Release
No. 34-16623 (March 5, 1980).
7. It is not clear what you mean by the statement that you reserve
the right to "delay the acceptance of the Old Notes for exchange."
Since you refer separately to your ability to extend or terminate
the
offer, clarify under what other circumstances you could properly
affect such a delay, consistent with your obligations under Rule
14e-
1(c). Please make conforming changes under The Exchange Offer
section.
Summary of Consolidated Financial Data, page 7
8. Please include the ratio of earnings to fixed charges within
this
section and Selected Consolidated Financial Data, including the
amount by which earnings did not cover fixed charges for the
appropriate periods. Refer to Instruction 2.D. to Item 503(d) of
Regulation S-K. Also, please include the pro forma ratio for the
most recent fiscal year and the latest interim period, or confirm
to
us that the change in the ratio would be less than ten percent.
Refer to Item 503(d) of Regulation S-K for guidance.
9. We note that you are presenting EBITDA as an operating
performance
measure. It also appears that you are presenting EBITDA as a
liquidity measure from your statement that it is also commonly
used
by third parties to your consolidated financial statements to
assess
your ability to incur and service debt. As such, please revise
your
disclosure to provide the following information, as required by
Item
10(e) of Regulation S-K and Question 8 of the SEC "Frequently
Asked
Questions Regarding the Use of Non-GAAP Financial Measures:"
* Performance measure: Expand your discussion of the limitations
of
EBITDA to address how the exclusion of each item materially limits
the usefulness of EBITDA. For instance you might expand your
disclosures, in part, to address the limitations of EBITDA as a
performance measure by providing the following information:
o It does not include interest expense. Because we have borrowed
money in order to finance our operations, interest expense is a
necessary element of our costs and ability to generate revenue.
Therefore any measure that excludes interest expense has material
limitations;
o It does not include depreciation and amortization expense.
Because
we use capital assets, depreciation and amortization expense is a
necessary element of our costs and ability to generate revenue.
Therefore any measure that excludes depreciation and amortization
expense has material limitations;
o It does not include taxes. Because the payment of taxes is a
necessary element of our operations, any measure that excludes tax
expense has material limitations.
* Performance measure: State how you compensate for the material
limitations of using EBITDA.
* Performance measure: State the economic substance behind your
decision to use such a measure.
* Performance measure: Please provide substantive reasons why
management believes EBITDA provides useful information to
investors.
* Liquidity measure: Reconcile EBITDA to cash flows from
operating
activities, as the most comparable liquidity GAAP financial
measure,
in addition to reconciling to net income.
Risk Factors, page 10
10. Many risk factor headings do not specify the resulting risk.
Please revise them as necessary to specify clearly the risk. We
may
have additional comments after we review your response.
11. Please avoid language in risk factors like "negatively
affect,"
"adversely affect" or "material adverse effect." Instead, please
state what the specific impact will be on your financial condition
or
results of operations. We may have additional comments after we
review your response.
12. Some of your risk factors use language like "we cannot assure"
or
"we cannot be certain." Please delete this language; the real
risk
is not your inability to predict or offer assurance, but the
condition described.
We have significant indebtedness outstanding . . . , page 11
13. Quantify your debt service obligations and the funds that are
available to satisfy your debt payments.
14. Disclose, if true, that your substantial indebtedness may make
it
difficult for you to satisfy your obligations under the senior
credit
facility and that a default on your secured debt could result in a
foreclosure on your assets, and what that means with respect to
your
ability to operate as a going concern.
The markets for our products are highly competitive, page 14
15. Disclose that your net sales decrease in 2003 was principally
due
to the loss of customers who opted for foreign sourcing.
Our principal shareholders could exercise their influence . . . ,
page 16
16. Please disclose the beneficial ownership of David Bistricer
and
Nachum Stein.
Terrorist attacks and other attacks or acts of war . . . , page 16
17. Please disclose the location of your markets where disruption
could occur.
The Exchange Offer, page 17
Determination of Validity, page 21
18. Please revise the last sentence of the first paragraph in this
section to clarify that if you waive a condition of the exchange
offer for a particular holder, you will waive it with respect to
all
holders.
Conditions to the Exchange Offer, page 23
19. We note that you may determine, in your "sole discretion,"
whether the conditions are satisfied. In the absence of any
objective criteria, such as a standard of reasonableness,
satisfaction or waiver of the conditions in the sole discretion of
the bidder may be equated with a waiver of that condition. Please
revise your offer to include an objective standard for the
determination of whether a condition has been satisfied.
Use of Proceeds, page 24
20. Describe the uses of the proceeds from the private placement
of
the old notes in accordance with Item 504 of Regulation S-K.
MD&A, page 30
Consolidated Results of Operations, page 32
21. We note that your C corporation subsidiary is involved in
securitization transactions for its accounts receivable, which
impacted the amount of income tax expense recognized. However,
you
have not provided any disclosure for these transactions in your
footnotes to your consolidated financial statements. Please
either
include the necessary disclosures for these transactions, or tell
us
why you do not believe such disclosures are required. Also, tell
us
whether you or any of your other subsidiaries are involved in such
transactions. Refer to SFAS 140 for guidance.
Liquidity and Capital Resources, page 36
22. Please expand your liquidity discussion to cover the three-
year
period covered by the financial statements and not just fiscal
year
2004, using year-to-year comparisons or any other format to
enhance
the reader`s understanding. Refer to Instruction 1 to paragraph
303(a) of Regulation S-K.
23. Please include a discussion of your deficiency in your ratio
of
earnings to fixed charges and how you addressed the deficiency in
earnings to cover your fixed charges.
24. Please expand your liquidity discussion to include information
regarding your sources and uses of cash, such as your historical
and
current financing arrangements. As it appears that your financing
arrangements include covenants that restrict your ability to
undertake additional debt financing, please include a discussion
of
your material debt covenants and the potential impact of any
material
limitations on your financial condition and operating performance.
Please refer to Sections IV.B. and IV.C. of the SEC Interpretive
Release No. 33-8350 dated December 19, 2003 for additional
guidance.
25. We note that you expect to have continuing capital expenditure
needs from your Risk Factors disclosures. As such, please state
the
amount of capital expenditures for fiscal year 2004, the amount of
anticipated capital expenditures for fiscal year 2005, and the
expected source of funds for the fiscal year 2005 capital
expenditures.
Critical Accounting Policies, page 37
26. It appears that your disclosure in this section replicates
your
stated accounting policies included within note 1 to your
consolidated financial statements. Please revise your critical
accounting policies to provide a discussion of the uncertainties
involved at a given time in arriving at critical estimates or the
variability that is reasonably likely to result from the
application
over time. Specifically, assuming these are critical estimates to
your consolidated financial statements:
* Revenue Recognition: Identify the critical assumptions used in
estimating your payment discounts, product returns, and customer
rebates, including a discussion of how accurate your estimates
have
been in the past, any changes in the current estimates compared to
past estimates, and your expectations for any material changes in
the
future.
* Allowance for Doubtful Accounts: Include a discussion comparing
past estimates to your current estimates, along with a discussion
of
any significant deviations between actual results and estimated
results.
* Inventories: Include a discussion of your method for evaluating
inventory for obsolescence, damage and/or excess, the significant
assumptions made by management in the evaluation and the
sensitivity
of those assumptions.
* Plant and Equipment: Include a sensitivity analysis regarding
your
estimated useful lives by major asset category.
* Goodwill: Provide a more detailed description of the valuation
method used to determine if goodwill is impaired and how you
calculated cash flows for your impairment test, including the
assumptions used to support recoverability. State the impact on
your
results of operations and financial position if actual results
differ
from your estimates and the types of events that could result in
an
impairment to your goodwill balance.
* Income Taxes: State the amount of reasonably possible loss in
excess of accrual for the IRS examination of your 2002 federal
income
tax returns.
Refer to SEC Interpretive Release No. 33-8350, SEC Other Release
No.
33-8040 and SEC Proposed Release No. 33-8098 for additional
guidance.
Business, page 40
27. Please describe the practices of the company and the industry
relating to working capital items (e.g., inventories and
warranties).
See Item 101(c)(1)(vi) of Regulation S-K.
Security Ownership, page 53
28. Please update the table as of the most recent practicable
date.
29. Please provide the addresses for your 5% shareholders that are
not officers or directors of the company.
30. Clarify whether David Bistricer is deemed to be the beneficial
owner of Moric Bistricer`s shares.
Description of Certain Indebtedness, page 54
31. Please describe in detail the financial covenants in the
credit
facility.
Certain U.S. Federal Income Tax Considerations, page 95
32. Please delete the word "certain" from the heading. You should
discuss all material tax consequences of the transaction.
33. Please revise the second paragraph on page 96 where you state
that investors should consult their tax advisors as to the
consequences of the transaction. We would not object if you
recommend
that investors consult tax advisors with respect to the personal
tax
consequences of the investment which may vary for investors in
different tax situations.
Available Information, page 101
34. Please remove the language in the middle of this paragraph
that
qualifies statements you make in the prospectus by reference to
information outside of the prospectus. Rule 411(a) permits this
type
of qualification only where contemplated by the form.
Coleman Cable, Inc. consolidated financial statements for the year
ended December 31, 2004
General
35. Please provide updated financial statements and related
disclosures for the interim period ended March 31, 2005, as
required
by Rule 3-12 of Regulation S-X.
5. Goodwill and Intellectual Property
36. It is unclear why you have not assigned goodwill to your
reporting units as required by SFAS 142, specifically paragraphs
34,
35 and 54 of SFAS 142. See paragraph 30 for additional guidance
on
reporting units. Paragraph 54 of SFAS 142 requires that all
goodwill
recognized in an entity`s balance sheet at the date SFAS 142 is
initially applied must be assigned to one or more reporting units.
Please make the appropriate allocations of goodwill to your
reporting
units, perform the appropriate impairment tests as of January 1,
2002
(transitional goodwill impairment test) and your subsequent annual
impairment tests, and revise your disclosures, as appropriate.
6. Debt
37. Please revise your disclosure to provide the following
information regarding your issuance of the Senior Notes and the
use
of proceeds from the Senior Notes and new Revolving Credit
Facility:
* State the amount of net proceeds from the Senior Notes issuance;
* Quantify the amount paid to repay/redeem debt, including the
"make-
whole premium," from the net proceeds from the Senior Notes and
the
Revolving Credit Facility;
* Clarify whether the $14,110,000 distribution to shareholders was
for tax purposes.
12. Business Segment Information
38. It is unclear to us why you have not allocated any of your
assets
to your reportable segments in accordance with paragraphs 27 and
31
of SFAS 131, including why common production processes and
manufacturing capacity cause you not to allocate assets to your
reportable segments. In this regard, provide us with a
comprehensive discussion to help us better understand the
information
used by your Chief Operating Decision Maker.
39. We note you have only provided net sales and operating income
by
reportable segment. Paragraph 27 of SFAS 131 states to provide
certain amounts by reportable segment, if those amounts are
included
in the measure of segment profit or loss reviewed by the CODM.
Your
stated segment profit or loss measure is segment operating income,
which is income from continuing operations before interest income
or
expense, other income and income taxes. As such, it would appear
that you should be providing also be providing depreciation and
amortization expense by reportable segment. In this regard, tell
us
how you have determined the amount of depreciation and
amortization
included in each reportable segment if you do not allocate your
assets. In addition provide the disclosures required by paragraph
31e of SFAS 131.
40. Please revise your disclosure to provide revenues from
external
customers for each principal product group detailed on pages F-17
and
F-18 as required by paragraph 37 of SFAS 131. Otherwise, disclose
that providing such information is impracticable, and tell us why
such information is impracticable to provide.
13. Supplemental Guarantor Information
41. Please revise to clarify that the guarantor subsidiaries are
"100% owned" by the parent as required by Rule 3-10(f) of
Regulation
S-X. We note your use of the term "wholly-owned;" however, that
term
is not the same as the term "100% owned" in Rule 3-10(h) of
Regulation S-X.
Exhibits
42. Please file the opinion of Texas counsel and the tax opinion.
Exhibit 4.2 - Indenture
43. Please refile the indenture with a sheet cross-referencing the
Trust Indenture Act. See Item 601(b)(4)(iv)(B) of Regulation S-K.
Exhibit 5.1 - Gardner Carton legal opinion
44. Either delete the first sentence of the penultimate paragraph
or
refile an opinion on the day you want the registration statement
to
go effective.
Exhibit 5.2 - Arnold & Porter legal opinion
45. You cannot assume due authorization, etc., by the company or
the
guarantors, but you can rely on other opinions. Please revise.
46. Either delete the first sentence of the penultimate paragraph
or
refile an opinion on the day you want the registration statement
to
go effective.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Please direct questions regarding accounting comments to
Tracey
Houser at (202) 551-3736, or in her absence, to Nili Shah at (202)
551-3255. Direct questions on other disclosure to Brigitte
Lippmann
at (202) 551-3713 or Chris Edwards at (202) 551-3742. In this
regard,
please do not hesitate to contact the undersigned at (202) 551-
3760.
Sincerely,
Pamela A. Long
Assistant Director
cc: George C. McKann, Esq.
Gardner Carton & Douglas LLP
191 North Wacker Drive
Chicago, Illinois 60606
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Richard N. Burger
Coleman Cable, Inc.
May 23, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404
DIVISION OF
CORPORATION FINANCE