UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 000-51043
NOTIFICATION OF LATE FILING
(Check One):
|X|Form 10-K |_|Form 11-K |_|Form 20-F |_|Form 10-Q |_|Form N-SAR |_|Form N-CSR
For Period Ended: December 31, 2006
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: ____________________
PART I
REGISTRANT INFORMATION
Full name of registrant: International Wire Group, Inc.
Former name if applicable: N/A
Address of principal executive office (street and number): 12 Masonic Ave.
City, state and zip code: Camden, NY 13316
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate) |X|
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof will be filed on or
before the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K,
20-F, 10-Q, N-SAR, N-CSR, or the transition report portion thereof, could not be
filed within the prescribed time period.
International Wire Group, Inc. (the "Company") is unable to file its
Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (the
"2006 Annual Report on Form 10-K") in a timely manner without unreasonable
effort and expense.
The Company is working diligently to finalize its financial statements
for the fiscal year ended December 31, 2006 including final adjustments, if any,
to the deferred income tax accounts and income tax provision (benefit).
Additional work is needed to complete the necessary review and analysis, which
has delayed the Company's completion of its financial statements. In addition,
although the Company noted in its Form 8-K filed on March 16, 2007 that it
expected to file amendments to its Annual Report on Form 10-K for the year ended
December 31, 2005 and its Quarterly Report on Form 10-Q for the period ended
September 30, 2006 by April 2, 2007, these amendments will be delayed as well
but will be filed as soon as practicable.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Glenn Holler (314) 416-8215
--------------------- --------------- -----------------------
(Name) (Area Code) (Telephone Number)
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(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
|_| Yes |X| No
On March 16, 2007, the Audit Committee of the Board of Directors of the
Company, after consulting with senior management, determined that the Company's
consolidated financial statements for the year ended December 31, 2005 and the
income tax footnote disclosures as of December 31, 2004 should be restated to
correct errors in accounting for deferred income tax assets/liabilities,
goodwill and the provision for income tax, and that accordingly the consolidated
financial statements included in the Company's Annual Report on Form 10-K for
the year ended December 31, 2005 should no longer be relied upon. The Company
will file an amendment to its Annual Report on Form 10-K for the year ended
December 31, 2005 to reflect the restatement of such financial statements, but
it has not yet done so.
The Company has not filed its Quarterly Report on Form 10-Q for the
period ended September 30, 2006.
(3) Is it anticipated that any significant change in results of
operations for the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
|X| Yes |_| No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
As discussed in Part III above, as of the date of this filing,
the Company is still reviewing and finalizing its income tax accounting for the
fiscal years ended December 31, 2005 and December 31, 2006. The Company cautions
that the following preliminary and unaudited financial results are predominantly
based on currently available information and are subject to the final annual
closing process and completion of customary annual review procedures by the
Company and completion of the audit of the Company's financial statements by its
independent auditors. The Company expects that its operating results for the
fiscal year ended December 31, 2006 and for the fiscal year ended December 31,
2005 will generally compare as follows.
The preliminary results of operations include the three
segments of our continuing operations: Bare Wire, Engineered Wire Products --
Europe and High Performance Conductors, in $ millions:
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For the Year Ended
December 31, December 31,
2006 2005
-------- --------
Net sales ........................................... $ 748.9 $ 424.7
Operating expenses:
Cost of goods sold, exclusive of depreciation and
amortization expense shown below ............... 661.5 363.9
Selling, general and administrative expenses ........ 44.6 31.5
Depreciation and amortization ....................... 14.0 11.2
Gain on sale of property, plant and equipment ....... 0.0 (0.7)
-------- --------
Operating income .................................... 28.8 18.8
Other income/(expense):
Interest expense ............................... (13.4) (11.6)
Amortization of deferred financing costs ....... (1.2) (0.6)
Other, net ..................................... 0.1 0.0
-------- --------
Income from continuing operations before income
tax provision .................................. $ 14.3 $ 6.6
======== ========
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o Net sales were $748.9 million and $424.7 million for the years ended
December 31, 2006 and 2005, respectively, for an increase of $324.2
million, or 76.3% above comparable 2005 levels. This increase was
the result of an increase in the average cost and selling price of
copper ($221.1 million), an increase in volume ($10.8 million),
higher customer pricing and product mix ($7.8 million), a reduced
elimination of intercompany sales ($5.3 million) and sales by Phelps
Dodge High Performance Conductors of SC and GA, Inc. (now known as
IWG High Performance Conductors, Inc.) ("HPC"), which was acquired
on March 31, 2006 ($83.0 million), partially offset by a lower level
of owned pounds sold in 2006 compared to 2005 ($3.8 million). The
average price of copper based upon COMEX increased to $3.09 per
pound for the year ended December 31, 2006 from $1.68 per pound for
the year ended December 31, 2005.
o Cost of goods sold, exclusive of depreciation and amortization, as a
percentage of sales increased from 85.7% for the year ended December
31, 2005 to 88.3% for the year ended December 31, 2006. The increase
of 2.6 percentage points was due to the increase in the average cost
and selling price of copper (4.9 percentage points), increased
material costs (0.8 percentage points) and increased production
costs (0.3 percentage points), partially offset by increased
customer pricing (1.4 percentage points), the LIFO liquidation in
2006 (0.8 percentage points), the favorable contribution of HPC
sales (0.8 percentage points) and lower costs in the European
operations (0.4 percentage points).
o Selling, general and administrative expenses for the year ended
December 31, 2006 includes $6.0 million of stock based compensation
expense under SFAS No. 123(R) and $6.6 million of expenses for HPC.
There were no similar charges for the year ended December 31, 2005.
As of December 31, 2006, our borrowing base under our
revolving credit facility was $122.7 million. At that date, outstanding
borrowings under the facility were $38.0 million (excluding letters of credit
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issued under the facility of $13.5 million), resulting in a remaining
availability as of such date of $71.2 million. As of February 28, 2007, there
was $10.6 million (excluding letters of credit issued under the facility of
$13.5 million) outstanding under the revolving credit facility. Total long-term
debt outstanding (excluding letters of credit issued of $13.5 million) was
$177.4 million as of June 30, 2006, $136.0 million as of September 30, 2006,
$113.6 million as of December 31, 2006 and $88.3 million as of February 28,
2007.
Capital expenditures were $13.2 million for the twelve months
ended December 31, 2006.
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International Wire Group, Inc.
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(Name of Registrant as Specified in Charter
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: April __, 2007
INTERNATIONAL WIRE GROUP, INC.
By: /s/ Glenn Holler
----------------------------------
Name: Glenn Holler
Title: Senior Vice President
Chief Financial Officer
and Secretary
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