The following Management's Discussion and Analysis ("MD&A") is intended to help the reader understand the Company's financial position and results of operations. MD&A is provided as a supplement to the Company's Consolidated Financial Statements (unaudited) and the accompanying Notes to Consolidated Financial Statements (unaudited) and should be read in conjunction with the MD&A included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, as amended.





Overview


We are a provider of industrial products including electrical wire and cable and industrial fasteners to the U.S. market. We sell electrical products through wholesale electrical distributors and fastener products through industrial distributors. We provide our customers with a single-source solution by offering a large selection of in-stock items, exceptional customer service and high levels of product expertise.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses. On an on-going basis, we make and evaluate estimates and assumptions, including those related to the allowance for doubtful accounts, the refund liability, the inventory obsolescence reserve, vendor rebates, the realization of deferred tax assets and the valuation of goodwill and indefinite-lived assets. We base our estimates on historical experience and various other assumptions that we believe are reasonable under the circumstances; the results of which form the basis for making judgments about amounts and timing of revenue and expenses, the carrying values of assets and the recorded amounts of liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and such estimates may change if the underlying conditions or assumptions change. We have discussed the development and selection of critical accounting policies and estimates with the Audit Committee of our Board of Directors, and the Audit Committee has reviewed our related disclosures. The critical accounting policies related to the estimates and judgments are discussed in our Annual Report on Form 10-K for the year ended December 31, 2020 under Management's Discussion and Analysis of Financial Condition and Results of Operations. There have been no changes to our critical accounting policies and estimates during the three months ended March 31, 2021.

Impact of the COVID-19 Pandemic

The COVID-19 pandemic has spread throughout the United States and the countries in which our offshore suppliers are located. Governments in affected regions have implemented safety precautions which include quarantines, travel restrictions, business closures, cancellations of public gatherings and other measures as they deem necessary. Many organizations and individuals, including our Company and our employees are taking additional steps to avoid or reduce infection, including limiting travel and working remotely. We continue to monitor our operations and government recommendations and have made modifications to our normal operations because of the pandemic, including requiring most of our nonessential employees to work remotely. We have maintained a substantial portion of our operational capacity at our warehouses across the continental United States and have instituted several health and safety protocols and procedures to safeguard our employees.

The rapid development and uncertainty of the COVID-19 pandemic precludes any prediction as to the ultimate effect of the COVID-19 outbreak on our business. However, the outbreak has had an adverse impact on our business, including reductions in the demand for our products, especially from the oil and gas market. In response, in 2020, we applied for and received funds under the Paycheck Protection Program and have implemented several cost savings measures which included furloughing employees, reducing headcount, temporary payroll reductions, and other actions to decrease corporate and noncritical expenses. These cost savings measures, which began to have an impact in the latter part of the second quarter, resulted in additional savings for the balance of the year. We have seen an uptick in activity during the latter part of the first quarter of 2021 and hope this level of activity continues and increases.





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Cautionary Statement for Purposes of the "Safe Harbor"

Forward-looking statements in this report are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may relate to, but are not limited to, information or assumptions about our sales and marketing strategy, sales (including pricing), income, operating income or gross margin improvements, working capital, cash flow, interest rates, impact of changes in accounting standards, future economic performance, management's plans, goals and objectives for future operations, performance and growth or the assumptions relating to any of the forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as "aim", "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "project", "should", "will be", "will continue", "will likely result", "would" and other words and terms of similar meaning in conjunction with a discussion of future operating or financial performance. The Company cautions that forward-looking statements are not guarantees because there are inherent difficulties in predicting future results. Actual results could differ materially from those expressed or implied in the forward-looking statements. The quarterly results are also non-comparable, as the first quarter 2020 contain Southern Wire results. There were also substantial expenses of approximately $0.7 million related to the merger included in the first quarter 2021 results. The factors listed under "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, as amended, and in Part II, Item 1A of this report, as well as any other cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements.





Website Disclosure


The Company uses its website, www.houwire.com, in the "Investors" section, as a channel of distribution of Company information. Financial and other important information about the Company is routinely accessible through and posted on its website. Accordingly, investors should monitor the Company's website, in addition to following its press releases, SEC filings and public conference calls and webcasts. The contents of the Company's website and information accessible through the Company's website are not incorporated by reference into, and are not a part of, this document.





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Results of Operations


The following table shows, for the periods indicated, information derived from our consolidated statements of operations, expressed as a percentage of net sales for the periods presented.





                                  Three Months Ended
                                       March 31,
                                   2021          2020

Sales                                100.0 %      100.0 %
Cost of sales                         75.5 %       76.5 %
Gross profit                          24.5 %       23.5 %

Operating expenses:
Salaries and commissions              11.1 %       11.3 %
Other operating expenses              10.0 %        9.1 %
Depreciation and amortization          1.3 %        0.9 %
Impairment charge                      0.0 %        0.3 %
Loss on divestiture                    1.5 %          -  %
Total operating expenses:             23.9 %       21.6 %

Operating income                       0.6 %        1.9 %
Interest expense                       0.2 %        1.0 %

Income before income taxes             0.4 %        0.9 %
Income tax expense                     0.2 %        0.3 %

Net income                             0.3 %        0.7 %



Note: Due to rounding, percentages may not add up to total operating expenses, operating income, income before income taxes or net income.

Comparison of the Three Months Ended March 31, 2021 and 2020





Sales



                                    Three Months Ended
                                        March 31,
(Dollars in millions)    2021       2021             Change
Sales                   $ 67.0     $ 83.5     $ (16.5 )      (19.8 )%


Our sales for the first quarter were down 19.8% to $67.0 million in 2021 compared to $83.5 million in 2020, primarily due to the divestiture of the Southern Wire reporting unit in December 2020 and reduced market demand, as a result of current economic conditions caused by the COVID-19 pandemic. We estimate sales for our project business, which targets end markets for Environmental Compliance, Engineering & Construction, Industrials, Utility Power Generation, and Mechanical Wire Rope, decreased 9%, while Maintenance, Repair, and Operations (MRO) sales decreased 22%, as compared to 2020.





Gross Profit



                                    Three Months Ended
                                        March 31,
(Dollars in millions)    2021       2020             Change
Gross profit            $ 16.5     $ 19.6     $ (3.1 )      (16.0) %
Gross margin              24.5 %     23.5 %




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Gross profit decreased 16.0% to $16.5 million in 2021 from $19.6 million in 2020 The decrease in gross profit was primarily attributable to the reduction in sales. Gross margin (gross profit as a percentage of sales) increased to 24.5%% in 2021 from 23.5% in 2020 primarily due to the increase in copper prices.





Operating Expenses



                                                       Three Months Ended
                                                            March 31,
(Dollars in millions)                       2021        2020             Change
Operating expenses:
Salaries and commissions                   $   7.4     $  9.5     $ (2.1 )       (21.7 )%
Other operating expenses                       6.7        7.6       (0.8 )       (11.0 )%
Depreciation and amortization                  0.9        0.8        0.1          13.2 %
Impairment charge                              0.0        0.2        0.2        (100.0 )%
Loss on divestiture                            1.0        0.0        1.0         100.0 %
Total operating expenses                   $  16.0     $ 18.0     $ (2.0 )       (11.0 %

Operating expenses as a percent of sales 23.9% 21.6 %

Note: Due to rounding, numbers may not add up to total operating expenses.

Salaries and commissions decreased $2.1 million in 2021 compared to 2020 due to reduced full-time headcount and reduced temporary labor, both as a result of the COVID-19 pandemic, along with the sale of the Southern Wire reporting unit in December 2020.

Other operating expenses decreased in 2021 compared to 2020 due to continued expense management in response to the COVID-19 pandemic, along with the sale of the Southern Wire reporting unit in December 2020.

Depreciation and amortization increased slightly primarily due to depreciation on the internal-use software intangible assets added in the third and fourth quarters of 2020.

We recorded an impairment charge in the first quarter of 2020 with respect to tradenames at our Southwest Wire Rope reporting unit. (See Note 4 of our Consolidated Financial Statements)

In March 2021, we completed the sale of the Southwest Wire Rope reporting unit ("Southwest") to Southern Rigging Companies, LLC for $3.4 million, prior to the final working capital adjustment. As a result, we recorded an additional $1.0 million in connection with the divestiture of Southwest Wire Rope. (See Note 8 to our Consolidated Financial Statements)





Interest Expense


Interest expense decreased to $0.2 million in 2021 from $0.8 million in 2020 due to the decrease in average debt and a lower average effective interest rate. Average debt was $20.7 million in the first quarter of 2021 compared to $89.2 million in 2020. The average effective interest rate was 1.8% in 2021 compared to 3.4% in 2020.





Income Taxes


The income tax expense of $0.1 million decreased from $0.2 million in the prior year period, primarily due to the decrease in income before income taxes. The estimated effective income tax rate for the quarter increased to 40.0% in 2021 from the estimated rate of 29.5% in 2020 due to state income taxes and nondeductible expenses.

Impact of Inflation and Commodity Prices

Our results of operations are affected by changes in the inflation rate and commodity prices. Moreover, because copper, aluminum, nickel and petrochemical products are components of the industrial products we sell, fluctuations in the costs of these and other commodities have historically affected our operating results. To the extent commodity prices decline, the net realizable value of our existing inventory could also decline, and our gross profit can be adversely affected because of either reduced selling prices or lower of cost or net realizable value adjustments in the carrying value of our inventory. We turn our inventory approximately three times a year, therefore, the impact of changes in commodity prices in any particular quarter would primarily affect the results of the succeeding two calendar quarters. If we are unable to pass on to our customers future cost increases due to inflation or rising commodity prices, our operating results could be adversely affected.





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Liquidity and Capital Resources

Our primary capital needs are for working capital obligations, capital expenditures and other general corporate purposes, including acquisitions. Our primary sources of working capital are cash from operations supplemented by bank borrowings.

Liquidity is defined as the ability to generate adequate amounts of cash to meet the current need for cash. We assess our liquidity in terms of our ability to generate cash to fund our operating activities. Significant factors which could affect liquidity include the following:





  ? the adequacy of available bank lines of credit;
  ? cash flows generated from operating activities;
  ? capital expenditures;
  ? acquisitions; and
  ? the ability to attract long-term capital with satisfactory terms



Comparison of the Three Months Ended March 31, 2021 and 2020

Our net cash provided by operating activities was $4.3 million for the three months ended March 31, 2021 compared to net cash used in operating activities of $2.0 million in 2020. We had net income of $0.2 million in 2021 compared to $0.5 million in 2020.

Changes in our operating assets and liabilities resulted in cash provided by operating activities of $1.0 million in 2021. An increase in accounts receivables of $3.9 million was the main use of cash, offset by an increase in accounts payable of $4.9 million in 2021.

Net cash provided by investing activities was $3.2 million in 2021 compared to net cash used in investing activities of was $0.9 million in 2020. The net cash provided by in 2021 was primarily due to the sale of Southwest Wire Rope in March 2021.

Net cash used in financing activities was $5.8 million in 2021 compared to net cash provided by financing activities of $2.3 million in 2020. Net payments on the revolver of $5.6 million were the primary uses of cash in 2021.





Indebtedness


Our principal source of liquidity at March 31, 2021 was working capital of $87.1 million compared to $91.9 million at December 31, 2020. We also had available borrowing capacity of $55.9 million at March 31, 2021 and $47.5 million at December 31, 2020 under our loan agreement. The availability at March 31, 2021 and December 31, 2020 is net of outstanding letters of credit of $0.2 million.

We believe that we will have adequate availability of capital to fund our present operations, meet our commitments on our existing debt, and fund anticipated growth over the next twelve months, including expansion in existing and targeted market areas.





Contractual Obligations


The following table summarizes our loan commitment at March 31, 2021.





                                                                                    More
                               Less than                                            than
In thousands     Total          1 year         1-3 years (1)       3-5 years       5 years

Total debt      $  23,185     $         -     $         6,185     $    17,000     $       -


(1) The Company has applied for loan forgiveness and believes that it will achieve 90-95% forgiveness, or approximately $5.6-$5.9 million.

There were no material changes in non-cancellable purchase obligations since December 31, 2020.





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