[COLEMAN CABLE INC. LOGO]
August 3, 2005
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: COLEMAN CABLE, INC.
REGISTRATION STATEMENT ON FORM S-4, FILED ON APRIL 26, 2005
SEC FILE NO. 333-124334
Ladies and Gentlemen:
On behalf of Coleman Cable, Inc. ("CCI"), we hereby submit for filing
Pre-Effective Amendment No. 3 (the "Amendment") to the above-referenced
Registration Statement. In addition, we are providing the following responses to
the Comment Letter, dated July 29, 2005, from the Staff of the Securities and
Exchange Commission regarding the Registration Statement. For ease of review, we
have repeated each comment in its entirety in the original numbered sequence.
Our response follows each comment.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 32
1. We note your disclosure on page 46, "if the carrying value of
goodwill assigned to each of our eleven targeted end markets
(our operating segments) exceeds its fair value, an impairment
loss must be recognized." This statement does not appear to
comply with the recognition and measurement of an impairment
loss approach discussed in paragraphs 19-22 of SFAS 142.
Please revise your disclosure to clarify your process for
recognizing and measuring an impairment loss of goodwill.
CCI Response
We have revised our discussion of critical accounting policies related
to goodwill impairment in the Amendment to clarify the procedures followed to
recognize and measure an impairment loss of goodwill.
COLEMAN CABLE, INC. 1586 South Lakeside Drive Tel 847-672-2300 Fax 847-689-9099
Waukegan, Illinois 60085 Toll-Free 800-323-9355 Web www.colemancable.com
Report of Independent Registered Public Accounting Firm, page F-2
2. Please have your auditors address the need to include an
explanatory paragraph for the restatement of your goodwill
allocation to your operating segments in accordance with AU
Section 420.12.
CCI Response
We have consulted with our auditors, Deloitte & Touche LLP. The
restatement does not have a material effect on the financial statements,
therefore, in accordance with AU 420.05, no fourth paragraph was added to the
auditors' opinion in the Amendment.
Coleman Cable, Inc. consolidated financial statements for the year ended
December 31, 2004
5. Goodwill and Intellectual Property, page F-11
3. We note your revised disclosures in response to comment 8 in
our letter dated July 1, 2005. Please include disclosure in
your critical accounting policies section to describe the
method(s) you used to allocate goodwill to your 11 operating
segments.
CCI Response
We have revised our critical accountings policies section in the
Amendment to describe the allocation of goodwill to each of our eleven operating
segments.
4. We note that you compare the fair value of each of your 11
operating segments to the carrying value of each segment's
allocated share of net assets. Your response to comment 38 in
our letter dated May 23, 2005 states that you do not maintain
balance sheet data for your reportable segments. As such,
please include disclosure in your critical accounting policies
section to provide a detailed description of how you allocate
net assets to your operating segments for purposes of
recognizing and measuring goodwill impairment loss.
CCI Response
We have included the requested disclosure in our critical accountings
policies section in the Amendment.
COLEMAN CABLE, INC. 1586 South Lakeside Drive Tel 847-672-2300 Fax 847-689-9099
Waukegan, Illinois 60085 Toll-Free 800-323-9355 Web www.colemancable.com
12. Business Segment Information, page F-16
5. We note your response to comment 9 in our letter dated July 1,
2005, including the additional disclosure included in your
March 31, 2005 interim financial statements. Please include in
your annual and interim financial statements disclosure that
clearly articulates why it is impracticable to allocate
depreciation expense to your reportable segments.
CCI Response
We have included the requested disclosure in our interim and annual
financial statement disclosures in the Amendment.
* * * * * *
If you have any questions or comments regarding this letter or the
Registration Statement, please contact George C. McKann (312-569-1127) or Troy
M. Calkins (312-569-1150) of Gardner Carton & Douglas LLP, our counsel.
Very truly yours,
COLEMAN CABLE, INC.
By: /s/ Richard N. Burger
--------------------------------------
Richard N. Burger
Executive Vice President, Chief Financial
Officer, Secretary and Treasurer
cc: Ms. Pamela A. Long [Securities and Exchange Commission]
Ms. Brigitte Lippmann [Securities and Exchange Commission]
Ms. Tracey Houser [Securities and Exchange Commission]
Mr. George C. McKann [Gardner Carton & Douglas LLP]
COLEMAN CABLE, INC. 1586 South Lakeside Drive Tel 847-672-2300 Fax 847-689-9099
Waukegan, Illinois 60085 Toll-Free 800-323-9355 Web www.colemancable.com