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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO ________
000-51043
(Commission File Number)
INTERNATIONAL WIRE GROUP, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 43-1705942
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
12 MASONIC AVE.
CAMDEN, NY 13316
(315) 245-3800
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
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 |X| NO [_]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer[_] Accelerated filer[_] Non-accelerated filer|X|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [_] NO |X|
APPLICABLE ONLY TO ISSUES INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. YES |X| NO [_]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of April 30, 2007, there were 10,000,002 shares, par value $.01
per share, outstanding.
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INTERNATIONAL WIRE GROUP, INC.
INDEX
PAGE
PART I.
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS................................................1
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS................................12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.........18
ITEM 4. CONTROLS AND PROCEDURES............................................19
PART II.
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS..................................................20
ITEM 1A. RISK FACTORS.......................................................20
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS........20
ITEM 3. DEFAULTS UPON SENIOR SECURITIES....................................20
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................20
ITEM 5. OTHER INFORMATION..................................................20
ITEM 6. EXHIBITS...........................................................21
i
INTERNATIONAL WIRE GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
MARCH 31, DECEMBER 31,
2007 2006
--------- ---------
(IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS
Current assets:
Cash and cash equivalents ................................ $ 1,770 $ 3,315
Accounts receivable, less allowance of $1,295 and $1,738 . 103,049 97,896
Inventories .............................................. 61,521 58,808
Prepaid expenses and other ............................... 6,934 7,135
Deferred income taxes .................................... 15,701 16,701
--------- ---------
Total current assets ................................... 188,975 183,855
Property, plant and equipment, net ......................... 105,921 103,889
Goodwill ................................................... 62,148 62,148
Identifiable intangibles, net .............................. 17,854 18,369
Deferred financing costs, net .............................. 2,798 2,955
Restricted cash ............................................ 1,548 1,559
Other assets ............................................... 2,810 2,790
--------- ---------
Total assets ........................................... $ 382,054 $ 375,565
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt ..................... $ 1,898 $ 535
Accounts payable and other ............................... 61,057 33,513
Accrued and other liabilities ............................ 15,288 14,264
Accrued payroll and payroll related items ................ 12,197 10,401
Customers' deposits ...................................... 12,236 12,086
Accrued income taxes ..................................... 1,392 1,011
Accrued interest ......................................... 3,527 1,847
--------- ---------
Total current liabilities .............................. 107,595 73,657
Long-term debt, less current maturities .................... 80,635 113,020
Other long-term liabilities ................................ 4,176 4,029
Deferred income taxes ...................................... 13,030 13,602
--------- ---------
Total liabilities ...................................... 205,436 204,308
Stockholders' equity
Common stock, $.01 par value, 20,000,000 shares
authorized, 10,000,002
issued and outstanding .................................. 100 100
Contributed capital ...................................... 182,348 181,566
Accumulated deficit ...................................... (7,248) (11,573)
Accumulated other comprehensive income ................... 1,418 1,164
--------- ---------
Total stockholders' equity ............................. 176,618 171,257
--------- ---------
Total liabilities and stockholders' equity ............. $ 382,054 $ 375,565
========= =========
See accompanying notes to the condensed consolidated financial statements.
1
INTERNATIONAL WIRE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE THREE MONTHS ENDED
MARCH 31, MARCH 31,
2007 2006
--------- ---------
(IN THOUSANDS, EXCEPT SHARE DATA)
Net sales ........................................... $ 174,125 $ 144,563
Operating expenses:
Cost of goods sold, exclusive of depreciation and
amortization expense shown below ................ 150,760 127,157
Selling, general and administrative expenses
(including stock-based compensation expense of
$782 and $6, respectively) ...................... 11,156 7,664
Depreciation .................................... 3,133 1,872
Amortization .................................... 801 810
--------- ---------
Operating income .................................... 8,275 7,060
Other income/(expense):
Interest expense ................................ (2,292) (2,856)
Amortization of deferred financing costs ........ (159) (162)
Other, net ...................................... 20 (66)
--------- ---------
Income from continuing operations before income tax
provision .......................................... 5,844 3,976
Income tax provision from continuing operations ..... 1,934 1,493
--------- ---------
Income from continuing operations ................... 3,910 2,483
Income/(loss) from discontinued operations, net of
income tax provision/(benefit) of $32 and ($341) ... 67 (622)
--------- ---------
Net income.......................................... $ 3,977 $ 1,861
========= =========
Basic and diluted net income per share:
Income from continuing operations................. $ 0.39 $ 0.25
Income/(loss) from discontinued operations........ 0.01 (0.06)
--------- ---------
Net income........................................ $ 0.40 $ 0.19
========= =========
Weighted average basic shares outstanding............ 10,000,002 10,000,002
Weighted average diluted shares outstanding.......... 10,069,245 10,001,354
See accompanying notes to the condensed consolidated financial statements.
2
INTERNATIONAL WIRE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE THREE MONTHS ENDED
MARCH 31, 2007 MARCH 31, 2006
-------------- --------------
(IN THOUSANDS)
CASH FLOWS PROVIDED BY/(USED IN) OPERATING ACTIVITIES:
Net income ................................................ $ 3,977 $ 1,861
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation ............................................ 3,133 2,250
Amortization ............................................ 801 968
Amortization of deferred financing costs ................ 159 162
Provision for doubtful accounts ......................... 38 (90)
Stock-based compensation expense ........................ 782 6
Gain on sale of property, plant and equipment ........... -- (64)
Deferred income taxes ................................... 745 152
Change in operating assets and liabilities, net of
acquisitions and divestitures:
Accounts receivable .................................... (5,072) 11,042
Inventories ............................................ (2,677) (8,123)
Prepaid expenses and other assets ...................... (103) 470
Accounts payable and other ............................. 27,558 17,427
Accrued and other liabilities .......................... 1,006 (1,575)
Accrued payroll and payroll related items .............. 1,796 1,417
Customers' deposits .................................... 150 1,989
Accrued interest ....................................... 1,680 1,884
Accrued income taxes ................................... 378 1,350
Other long-term liabilities ............................ 121 (216)
-------- --------
Net cash provided by operating activities ............ 34,472 30,910
-------- --------
CASH FLOWS PROVIDED BY/(USED IN) INVESTING ACTIVITIES:
Capital expenditures ................................... (5,108) (1,692)
Proceeds from sale of property, plant and equipment .... -- 201
Restricted cash ........................................ 11 --
Proceeds from sale of assets held for sale ............. -- 1,975
Acquisition of Phelps Dodge High Performance Conductors
of SC & GA, Inc., net of $45 cash acquired ............ -- (44,283)
-------- --------
Net cash used in investing activities ................ (5,097) (43,799)
-------- --------
CASH FLOWS PROVIDED BY/(USED IN) FINANCING ACTIVITIES:
Borrowings of long-term obligations .................... 61,737 82,757
Repayments of long-term borrowings ..................... (92,759) (69,152)
Financing fees ......................................... (2) (121)
-------- --------
Net cash provided by/(used in) financing activities .. (31,024) 13,484
Effects of exchange rate changes on cash and cash equivalents 104 89
-------- --------
Net change in cash and cash equivalents .............. (1,545) 684
Cash and cash equivalents at beginning of the period ........ 3,315 5,422
-------- --------
Cash and cash equivalents at end of the period .............. $ 1,770 $ 6,106
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid ............................................... $ 612 $ 1,373
======== ========
Net taxes paid/(refunded) (including taxes paid of $24 in
2006) ...................................................... $ 756 $ (46)
======== ========
Amount included in accounts payable and other for
acquisition and capital expenditures ....................... $ 3,031 $ --
======== ========
See accompanying notes to the condensed consolidated financial statements.
3
INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
1. BUSINESS ORGANIZATION AND BASIS OF PRESENTATION
UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
The unaudited interim consolidated financial statements reflect all
adjustments, consisting only of normal recurring adjustments that are, in
the opinion of management, necessary for a fair presentation of the
financial position, results of operations and cash flows of International
Wire Group, Inc. (the "Company", "we" or "our"). The results for the three
months ended March 31, 2007 and 2006 are not necessarily indicative of the
results that may be expected for the full fiscal year. These financial
statements should be read in conjunction with the audited consolidated
financial statements and notes thereto included in the Company's Annual
Report on Form 10-K filed with the Securities and Exchange Commission for
the year ended December 31, 2006. Certain reclassifications have been made
to the prior year financial statements to conform to the current year
classifications, primarily related to discontinued operations.
2. ACQUISITION
On March 4, 2006, the Company entered into a Stock Purchase Agreement
("HPC Purchase Agreement") to acquire Phelps Dodge High Performance
Conductors of SC & GA, Inc. ("HPC") from Phelps Dodge Corporation ("PD").
HPC is a manufacturer of specialty high performance conductors which are
plated copper and copper alloy conductors offering both standard and
customized high and low temperature conductors as well as specialty film,
insulated conducts and miniature tubing products. The Conductors
manufactured are tin, nickel and silver-plated, including some proprietary
products. High temperature products are generally used where high thermal
stability and good solderability are required for certain military and
commercial aerospace applications. The medical products include ultra fine
alloys, which are used in medical electronics such as ultrasound equipment
and portable defibrillators. The tubing products are used in a variety of
medical devices in medicine delivery and coronary procedures. The products
are sold to harness assembly manufacturers, distributors and original
equipment manufacturers' ("OEM's") in the United States, Europe and Asia
primarily serving the aerospace, medical, automotive, computer,
telecommunications, mass transportation, geophysical and electronics
markets. HPC has manufacturing operations in Inman, South Carolina and
Trenton, Georgia and a sales/distribution facility in Belgium.
On March 31, 2006, the Company completed the acquisition of all of the
outstanding common stock of HPC for $42,000 plus an estimated working
capital adjustment payment at closing of $1,676. An additional working
capital adjustment of $2,671 was paid in August 2006. The acquisition was
funded with borrowings under the Company's Revolver Credit Facility.
Additionally, we purchased the copper inventory held on consignment by HPC
from PD for $5,057. In addition, pursuant to the Purchase Agreement, we
have agreed to a contingency payment in an amount equal to 4.88 multiplied
by the amount that HPC's 2006 EBITDA (as defined in the HPC Purchase
Agreement) exceeds $9,400. The contingency payment is capped at $3,000 and
the full amount was paid in May 2007. Phelps Dodge High Performance
Conductors of SC & GA, Inc. changed its name to IWG High Performance
Conductors, Inc. This acquisition continues the execution of our strategy
to expand our product offerings and sell into new markets.
This acquisition has been accounted for as a purchase on March 31, 2006.
Results of operations of HPC are included in the accompanying condensed
consolidated statement of operations beginning April 1, 2006.
The total purchase price of the HPC acquisition was $55,188 and the
payment of related purchase price, fees and costs is summarized as
follows:
Purchase of common stock and estimated working capital
adjustment at closing................................. $43,676
Additional working capital adjustment ................ 2,671
Purchase of consigned inventory ...................... 5,057
Contingent payment ................................... 3,000
Fees and costs ....................................... 784
-------
$55,188
=======
The total acquisition costs have been allocated to the acquired net assets
at fair value as follows:
4
Current assets ..................................... $34,288
Property, plant and equipment ...................... 30,789
Identifiable intangibles ........................... 460
Current liabilities, excluding deferred income taxes (3,065)
Deferred income taxes .............................. (6,937)
Other liabilities .................................. (347)
-------
$55,188
=======
The allocation of total acquisition cost was based on fair values as
required under Statement of Financial Accounting Standards ("SFAS") No.
141, Business Combinations, including inventory, property plant and
equipment, identifiable intangibles and certain liabilities. The Company
finalized this allocation in the fourth quarter of 2006.
Based upon the fair value of assets acquired and liabilities assumed
compared to the total purchase price, there was an excess of fair value of
net assets acquired over purchase price, or "negative goodwill" of $2,686.
Pursuant to the provisions of SFAS No. 141, the excess was allocated on a
pro rata basis to the acquired property, plant and equipment and
identifiable intangible assets.
Identifiable intangibles represent the fair market value of alloys
(formulation of two or more metals) and trade names and trademarks. The
fair market values were determined using a discount rate to compute the
present value of the income of the identifiable intangible assets. A
discount rate of 17% was used. The identifiable intangibles of $460
consist of alloys of $92 and trade names and trademarks of $368. Each of
the identifiable intangibles will be amortized over 20 years.
The following table shows summary unaudited pro forma results of
operations as if the Company and HPC had been combined as of the beginning
of the periods presented. The unaudited pro forma results of operations
are based on estimates and assumptions and have been made solely for
purposes of developing such pro forma information. The pro forma
information for the quarter ended March 31, 2006 reflects adjustments
including: elimination of intercompany sales; reduction of expenses for
pension and post-retirement medical; adjustment to depreciation relating
to the adjustment to the fair market value and adjusted useful lives of
existing property, plant and equipment; additional amortization of
identifiable intangibles; adjustment of interest expense for additional
borrowings and reflects a 38% effective tax rate. The pro forma
information is presented for illustrative purposes only and is not
necessarily indicative of the operating results or financial position that
would have occurred if the acquisition had been consummated at the
beginning of the periods presented:
PRO FORMA FOR
THE QUARTER
ENDED
----------------
MARCH 31,
2006
----------------
Net sales ................................. $171,457
Income for continuing operations .......... 3,514
Net income ................................ 2,892
Basic and diluted net income per share .... 0.29
3. RECENTLY ISSUED ACCOUNTING STANDARDS
In July 2006, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an
interpretation of FASB Statement No. 109 ("FIN 48"), to be effective for
fiscal years beginning after December 15, 2006. This interpretation adopts
a two-step approach for recognizing and measuring tax benefits and
requires certain disclosures about uncertainties in income tax positions.
Under FIN 48, the impact of an uncertain income tax position on an income
tax return must be recognized at the largest amount that is
more-likely-than-not to be sustained upon audit by the relevant taxing
authority. An uncertain income tax position will not be recognized if it
has less than 50% likelihood of being sustained. Additionally, FIN 48
provides guidance on derecognition, classification, interest and
penalties, accounting in interim periods, disclosure and transition. On
January 1, 2007, the Company adopted the provisions of FIN 48. As a result
of the adoption of FIN 48, the Company recognized a decrease of $348 to
the opening balance of accumulated deficit. See Note 10.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements
("SFAS No. 157"). This statement defines fair value, established a
framework for using fair value to measure assets and liabilities and
expands disclosures about fair value measurements. The statement applies
whenever other pronouncements require or permit assets or liabilities to
be measured at fair value. SFAS No. 157 is effective for the Company's
5
fiscal year beginning January 1, 2008. The Company is evaluating the
impact the adoption of SFAS No. 157 will have on the Company's financial
statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities ("SFAS No. 159") -- including an
amendment to FASB Statement No. 115. This statement permits entities to
choose to measure many financial instruments and certain other items at
fair value. SFAS No. 159 is effective for the Company's fiscal year
beginning January 1, 2008. The Company is currently evaluating the impact
of adopting SFAS No. 159.
4. INVENTORIES
The composition of inventories is as follows:
MARCH 31, DECEMBER 31,
2007 2006
------- -------
Raw materials..........................$18,028 $16,960
Work-in-process.........................19,460 13,827
Finished goods..........................24,033 28,021
------- -------
Total inventories....................$61,521 $58,808
======= =======
Inventories are valued at the lower of cost or current estimated market
value. Cost is determined using the last-in, first-out ("LIFO") method for
the Bare Wire and High Performance Conductors segments and the first-in,
first-out ("FIFO") method for the Engineered Wire Products-Europe segment.
The primary components of inventory costs include raw materials used in
the production process (copper, tin, nickel, silver, alloys and other) and
production related labor and overhead costs net of scrap sales. Had all
inventories been valued at the first-in, first-out ("FIFO") cost method,
inventories would have been $27,599 and $37,245 higher as of March 31,
2007 and December 31, 2006, respectively.
5. GOODWILL AND INTANGIBLE ASSETS
The carrying amounts of goodwill are as follows:
MARCH 31, DECEMBER 31,
2007 2006
------- -------
Balance, beginning of period.....................$62,148 $62,307
Reversal of deferred income tax valuation
allowance ...................................... -- (159)
------- -------
Balance, end of period...........................$62,148 $62,148
======= =======
At March 31, 2007 and December 31, 2006, all goodwill is included in the
Bare Wire segment. The Company completed its annual impairment test at
December 31, 2006 and concluded that goodwill was not impaired.
The components of identifiable intangibles are as follows:
MARCH 31, 2007 DECEMBER 31, 2006
------------------------ ------------------------
ACCUMULATED ACCUMULATED
COST AMORTIZATION COST AMORTIZATION
---------- ---------- ---------- ----------
Customer contracts and
relationships......................... $ 9,534 $ 1,559 $ 9,534 $ 1,400
Trade names and trademarks............. 10,568 1,267 10,568 1,135
Leases................................. 2,671 2,181 2,671 1,958
Alloys ................................ 92 4 92 3
---------- ---------- ---------- ----------
Total identifiable intangibles...... $ 22,865 $ 5,011 $ 22,865 $ 4,496
========== ========== ========== ==========
Amortization expense for continuing operations for the three months ended
March 31, 2007 and March 31, 2006 was $515 and $509, respectively.
Amortization expense for identifiable intangibles for the next five fiscal
years and thereafter is as follows:
2007 (remaining nine months) ...........$.1,367
2008......................................1,169
2009......................................1,169
2010......................................1,169
2011......................................1,169
Thereafter...............................11,811
6
6. STOCK OPTION PLANS AND COMPENSATION EXPENSE
Effective January 1, 2006, the Company adopted Statement of Financial
Accounting Standards No. 123(R), Share-Based Payment ("SFAS No. 123(R)")
which requires measurement of compensation cost for all stock awards at
fair value on the date of grant and recognition of compensation cost
spread over the service periods for awards expected to vest. SFAS No.
123(R) was adopted using the modified-prospective transition method. Under
this method, compensation cost recognized in the three-month periods ended
March 31, 2007 and 2006 includes: (a) compensation cost for all unvested
share-based awards granted prior to January 1, 2006, based on the grant
date fair value estimated in accordance with SFAS 123, Accounting For
Stock-Based Compensation, and (b) compensation cost for all share-based
awards granted subsequent to December 31, 2005, based on the grant date
fair value estimated in accordance with SFAS 123(R). Stock-based
compensation expense is included in selling, general and administrative
expenses in the accompanying condensed consolidated statements of
operations.
The Company uses the Black-Scholes option model to estimate fair value of
share-based awards with the following weighted average assumptions:
THREE MONTHS ENDED
-------------------------------
MARCH 31, 2007 MARCH 31, 2006
-------------- --------------
Stock Options and Awards:
Expected life........................... 6 years 6 years
Expected volatility..................... 58.0% 52.6%
Dividend yield.......................... 0% 0%
Risk-free interest rate................. 4.9% 4.2%
The Company calculates expected volatility for stock options using
historical volatility of a group of companies in the wire and cable
industry. The risk-free interest rate is estimated based on the Federal
Reserve's historical data for the maturity of nominal treasury investments
that corresponds to the expected term of the option. The expected life was
determined using the simplified method as these awards meet the definition
of "plain-vanilla" options under the rules prescribed by Staff Accounting
Bulletin No. 107.
Stock option activity for the three months ended March 31, 2007 is
summarized as follows:
WEIGHTED WEIGHTED
AVERAGE AVERAGE AGGREGATE
OPTIONS EXERCISE REMAINING INTRINSIC
OUTSTANDING PRICE TERM IN YEARS VALUE
----------- ---------- -------- -----
Outstanding at January 1, 2007......... 1,114,300 $15.03
Outstanding at March 31, 2007.......... 1,114,300 $15.03 9.1 $4,421
Vested or expected to vest at
March 31, 2007........................ 1,058,585 $15.03 9.1 $4,200
Exercisable at March 31, 2007.......... 636,867 $14.90 9.1 $2,614
The Company recorded stock-based compensation expense of $782 and $6 for
the three months ended March 31, 2007 and 2006, respectively. As of March
31, 2007, the Company had total unrecognized compensation costs of $2,568
which will be recognized as compensation expense over a weighted average
period of 0.9 years. The Company estimates a 5% forfeiture rate in
recording stock-based compensation expense. As of March 31, 2007, no
awards have been exercised under the 2006 Management Stock Option Plan,
the 2006 Stock Option Plan for Non-Employee Directors or the grant of
25,000 options to Lane Pennington. The stock options are non-qualified
which results in the creation of a deferred tax asset until the time the
option is exercised.
7. COMPREHENSIVE INCOME
Comprehensive income is comprised of:
FOR THE THREE
MONTHS ENDED
---------------------
MARCH 31, MARCH 31,
2007 2006
------ ------
Net income $3,977 $1,861
Foreign currency translation adjustment 254 1,006
------ ------
Total comprehensive income $4,231 $2,867
====== ======
7
8. NET INCOME PER SHARE
Net income per share is calculated using the weighted average number of
common shares outstanding during the period. For purposes of computing
weighted average dilutive shares outstanding the Company uses the treasury
stock method as required by SFAS No. 128 "Earnings Per Share (as
amended)." The following table provides a reconciliation of the number of
shares outstanding for basic and dilutive earnings per share:
FOR THE THREE
MONTHS ENDED
---------------------------
MARCH 31, MARCH 31,
2007 2006
---------- ----------
Weighted average shares
outstanding-basic ...................... 10,000,002 10,000,002
Dilutive effect of stock options ........ 69,243 1,352
---------- ----------
Weighted average shares
outstanding-dilutive ................... 10,069,245 10,001,354
========== ==========
Weighted average shares outstanding for the three month periods ended
March 31, 2007 and 2006 exclude 48,000 and zero options, respectively,
because they are antidilutive under the treasury stock method.
9. LONG-TERM DEBT
The composition of long-term debt is as follows:
MARCH 31, DECEMBER 31,
2007 2006
-------- --------
Senior Revolver Credit Facility ............ $ 5,635 $ 38,020
10% Secured Senior Subordinated Notes ...... 75,000 75,000
Other ...................................... 1,898 535
-------- --------
Total long-term debt ....................... 82,533 113,555
Less current maturities .................... 1,898 535
-------- --------
Long-term portion of long-term debt ........ $ 80,635 $113,020
======== ========
SENIOR REVOLVER CREDIT FACILITY
The Company and its domestic subsidiaries are parties to a credit
agreement (the "Revolver Credit Facility") with among Wachovia Capital
Financial Corporation (Central), formerly known as Congress Financial
Corporation (Central), as administrative agent, and several banks and
financial institutions parties. The Revolver Credit Facility is a senior
revolver credit facility in the amount of up to $200,000 subject to
borrowing availability (including, as a sub-facility of the Revolver
Credit Facility, a $25,000 letter of credit facility).
Borrowings under the Revolver Credit Facility are tied to a borrowing
base, which is calculated by reference to, among other things, eligible
accounts receivable, eligible inventory and eligible real property and
equipment. As of March 31, 2007, letters of credit in the amount of
$13,472 were outstanding and $5,635 was drawn under the Revolver Credit
Facility. Availability under the Revolver Credit Facility was $115,544 as
of March 31, 2007. The Company's domestic subsidiaries are the primary
parties to the Revolver Credit Facility. The Company has guaranteed their
obligations under the Revolver Credit Facility. The collateral for the
Revolver Credit Facility includes all or substantially all of the
Company's and its domestic subsidiaries' assets, including 65 percent of
the capital stock of, or other equity interests in, the Company's foreign
subsidiaries.
The Company may choose to pay interest on advances under the Revolver
Credit Facility at either a Eurodollar rate or a base rate plus the
following applicable margin: (1) for base rate Revolver Credit Facility
advances, 0.00 percent (2) for Eurodollar rate advances, 1.25 percent to
1.75 percent per annum, subject to adjustment in accordance with a pricing
grid based on excess availability and (3) for letters of credit, 1.50
percent per annum. The default rate is 2.00 percent above the rate
otherwise applicable. The Company also has an annual commitment fee of
0.25 percent on the unused balance of its Revolver Credit Facility and an
issuance letter of credit fee equal to 2.00 percent.
The Company's Revolver Credit Facility requires the Company to observe
conditions, affirmative covenants and negative covenants (including
financial covenants). These covenants include limitations on the Company's
ability to pay dividends, make acquisitions, dispose of assets, incur
additional indebtedness, incur guarantee obligations, create liens, make
investments, engage in mergers, make negative pledges, change the nature
of its business or engage in certain transactions with affiliates. In
addition, the Company's subsidiaries are restricted from making dividends
and other restricted payments (which may include payments of intercompany
8
indebtedness) to the Company for purposes other than the payment of
reasonable compensation to officers, employees and directors for services
rendered to the Company's subsidiaries in the ordinary course of business,
payments by the Company's subsidiaries for actual and necessary reasonable
out-of-pocket legal and accounting, insurance, marketing, payroll and
similar types of services paid for by the Company on behalf of the
Company's subsidiaries, in the ordinary course of their respective
businesses or as the same may be directly attributable to the Company's
subsidiaries, for the payment of taxes by or on behalf of the Company, and
the payments by the Company's subsidiaries for the payment of fees,
principal and interest on the Notes described below. As a result of the
contractual restrictions on the Company's subsidiaries to pay dividends to
the Company, the restricted net assets of the Company's consolidated
subsidiaries exceeded 25% of the Company's total consolidated net assets
as of March 31, 2007. The Company must also comply with a fixed charge
coverage ratio when either (1) the minimum availability under the credit
facility falls below $30,000 or (2) there is a default or event of
default.
The Company's Revolver Credit Facility commitment expires on August 22,
2011.
The Company may prepay the loans or reduce the commitments under its
credit facility in a minimum amount of $5,000 and additional integral
amounts in multiples of $1,000 in respect of the Revolver Credit Facility.
The commitments under the Revolver Credit Facility may not be reduced by
more than $10,000 in any twelve-month period.
The Company must prepay the loans under the Revolver Credit Facility by
the following amounts (subject to certain exceptions):
o An amount equal to 100 percent of the net proceeds of any
incurrence of indebtedness by the Company or any of its
subsidiaries;
o An amount equal to 100 percent of the net proceeds of any
non-ordinary course sale or other disposition by us or any of
its subsidiaries of any assets, except for certain exceptions.
SECURED SENIOR SUBORDINATED NOTES
The 10% Secured Senior Subordinated Notes due 2011 ("Notes") are: senior
subordinated obligations of the Company; senior in right of payment to any
of future subordinated obligations; guaranteed by the Company's domestic
subsidiaries; and secured by a second-priority lien on all or
substantially all of the Company's and its domestic subsidiaries' assets,
including 65 percent of the capital stock of, or other equity interests
in, the Company's foreign subsidiaries. The Company issued the Notes on
October 20, 2004 in aggregate principal amount of $75,000. The Notes will
mature on October 15, 2011. Interest on the Notes accrues at the rate of
10 percent per annum and is payable semiannually in arrears on April 15
and October 15. Interest on overdue principal accrues at 2 percent per
annum in excess of the above rate.
The indenture governing the Notes contains restrictive covenants which,
among other things, limit the Company's ability and some of its
subsidiaries to (subject to exceptions): incur additional debt; pay
dividends or distributions on, or redeem or repurchase capital stock;
restrict dividends or other payments; transfer or sell assets; engage in
transactions with affiliates; create certain liens; engage in
sale/leaseback transactions; impair the collateral for the Notes; make
investments; guarantee debt; consolidate, merge or transfer all or
substantially all of its assets and the assets of the Company's
subsidiaries; and engage in unrelated businesses.
10. INCOME TAXES
On January 1, 2007, the Company adopted the provisions of FIN 48. The
total amount of the liability for unrecognized tax benefits as of the date
of adoption was $590 (net of federal benefit of $317), which is included
in "Other long-term liabilities." As a result of the adoption of FIN 48,
the Company recognized a net decrease of $348 in the liability for
unrecognized tax benefits as of January 1, 2007 with a corresponding
decrease in the Company's accumulated deficit.
The total unrecognized tax benefits balance at January 1, 2007 is
comprised of tax benefits that, if recognized, would affect the effective
rate.
The Company recognizes interest and penalties accrued related to
unrecognized tax benefits in income tax expense. During the year ended
December 31, 2006, the Company recognized approximately $58 in penalties
and interest, respectively. The Company had $58 accrued for the payment of
interest and penalties at December 31, 2006. Upon adoption of FIN 48 on
January 1, 2007, the Company increased its accrual for interest and
penalties to $77.
9
The Company is subject to taxation in the United States and various states
and foreign jurisdictions. The Company's tax years from 2001 to 2006 are
subject to examination by the taxing authorities.
11. BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION
The Company's three reportable segments are Bare Wire, Engineered Wire
Products-Europe, and High Performance Conductors. These segments are
strategic business units organized around three product categories that
follow management's internal organization structure. The Company evaluates
segment performance based on segment operating income.
The Bare Wire segment manufactures bare and tin-plated copper wire
products (or conductors) used to transmit digital, video and audio signals
or conduct electricity and sells to insulated wire manufacturers and
various industrial original equipment manufacturers ("OEMs") for use in
computer and data communications products, general industrial, energy,
appliances, automobiles, and other applications. The Bare Wire segment is
in the primary business of copper fabrication. The Company may provide
such copper to its customers or use their copper in the fabrication
process. While the Company bills its customers for copper it provides, it
does not distinguish in its records these customer types and it is
therefore not practical to provide such disclosure.
The Engineered Wire Products-Europe segment manufactures and engineers
connections and bare copper wire products (or conductors) to conduct
electricity either for power or for grounding purposes and are sold to a
diverse customer base of various OEMs for use in electrical appliances,
power supply, aircraft and railway, and automotive products.
The High Performance Conductors segment, manufactures specialty high
performance conductors which include tin, nickel and silver-plated copper
and copper alloy conductors including high and low temperature standard
and customized conductors as well as specialty film, insulated conductors
and miniature tubing products.
Summarized financial information for the Company's reportable segments is
as follows:
ENGINEERED
WIRE HIGH
PRODUCTS- PERFORMANCE
BARE WIRE EUROPE CONDUCTORS CORPORATE ELIMINATIONS TOTAL
--------- ------ ---------- --------- ------------ -----
NET SALES
Three months ended
March 31, 2007 $126,105 $ 17,101 $ 31,212 $ -- $ (293) $174,125
Three months ended
March 31, 2006 132,056 12,666 -- -- (159) 144,563
OPERATING INCOME
Three months ended
March 31, 2007 4,763 1,024 3,272 (784) -- 8,275
Three months ended
March 31, 2006 6,008 1,061 -- (9) -- 7,060
GOODWILL
March 31, 2007 62,148 -- -- -- -- 62,148
December 31, 2006 62,148 -- -- -- -- 62,148
TOTAL ASSETS
March 31, 2007 253,947 40,053 64,229 30,086 (6,261) 382,054
December 31, 2006 247,778 40,115 62,863 32,161 (7,352) 375,565
The following table presents sales by period and by geographic region
based on the country in which the legal subsidiary is domiciled.
FOR THE THREE
MONTHS ENDED
-------------------
MARCH 31, MARCH 31,
2007 2006
-------------------
United States $154,450 $131,897
Europe 19,675 12,666
-------- --------
Total $174,125 $144,563
======== ========
10
The following table presents property, plant and equipment, net, by
geographic region based on the location of the asset:
MARCH 31, DECEMBER 31,
2007 2006
---------------------------
United States $ 96,494 $ 94,568
Europe 9,427 9,321
-------- --------
Total $105,921 $103,889
======== ========
12. RELATED PARTY TRANSACTIONS
In September 2002, the Company began selling a portion of its production
scrap to Prime Materials Recovery, Inc. ("Prime"). Prime is a closely held
company and its major shareholder, chairman and director is the Chief
Executive Officer of the Company. In addition, the Vice President of
Finance of the Company holds a minority ownership interest and is a
director. The Company had sales to Prime of $3,299 and $3,706 for the
three months ended March 31, 2007 and 2006, respectively. The outstanding
trade receivables were $845 and $2,564 at March 31, 2007 and December 31,
2006, respectively. Sales to Prime were made at terms comparable to those
of other companies in the industry.
13. LITIGATION
In February 2002, the Company initiated an action in the Circuit Court of
Cook County, Chancery Division (Case No. 02CH2470) located in Chicago,
Illinois, titled International Wire Group, Inc. v. National Union Fire
Insurance Company of Pittsburgh, Pennsylvania, AIG Technical Services,
Inc., Aon Corporation and Aon Risk Services of Missouri, Ltd. (the "AIG
Litigation"). The Company alleges in the complaint in such action, among
other things, that National Union is obligated to defend and indemnify and
otherwise provide insurance coverage to the Company and the various OEMs
for certain claims and damages related to certain water inlet hoses
supplied by and through the Company pursuant to two (2) $25,000 excess
insurance policies issued to the Company by National Union. In July 2003,
a ruling was rendered in this matter. The trial court ruled in favor of
the Company and ruled that National Union/AIG is obligated to defend and
indemnify and otherwise provide insurance coverage to the Company and
various OEMs for certain claims and damages related to certain water inlet
hoses supplied by and through the Company pursuant to the two (2) $25,000
excess insurance policies issued to the Company by National Union.
National Union/AIG filed for an appeal of the decision.
In December 2003, the Company and its former parent company reached an
agreement with National Union, AIG Technical Services, Aon Corporation and
Aon Risk Services of Missouri to settle pending matters in the AIG
Litigation. Under the settlement agreement, National Union agreed to
provide full defense and indemnity to the Company and certain OEMs for all
claims for damages that have occurred between April 1, 2000 and March 31,
2002 related to certain water inlet hoses supplied by and through the
Company pursuant to the two (2) $25,000 excess insurance policies issued
to the Company by National Union. All other aspects of the settlement are
subject to the confidentiality provisions of the settlement agreement.
In connection with the sale of the Company's former wire harness business
to Viasystems International, Inc. in March 2000, the Company agreed to
indemnify Viasystems for certain claims and litigation including any
claims related to the claims for water inlet hoses. The Company's policy
is to record the probable and reasonably estimable loss related to the
product liability claims. Over time, the level of claims, insurance
coverage and settlements has varied. Accordingly, the Company has revised
its estimated liability outstanding, or balance sheet reserve, based on
actual claims reported and costs incurred and its estimate of claims and
cost incurred but not reported. The Company has reached global settlements
with various claimants related to such claims which are also considered in
determining the balance sheet reserve. There are no recoveries from third
parties considered in determining the balance sheet reserve. The following
table summarizes the number of uninsured claims received, resolved and
pending as of and for the periods ended March 31, 2007 and December 31,
2006 and December 31, 2005 (in thousands, except number of claims):
VALUE OF
NO. OF CLAIMS ALLEGED DAMAGES
------- -------
As December 31, 2005 310 $ 3,611
For the year ended December 31, 2006:
New uninsured claims 668 6,956
Resolved uninsured claims (681) (6,386)
------- -------
As of December 31, 2006 297 $ 4,181
For the three months ended March 31, 2007:
New uninsured claims 59 962
Resolved uninsured claims (142) (1,594)
------- -------
As of March 31, 2007 214 $ 3,549
======= =======
11
For the periods prior to April 1, 2002, the Company's product liability
coverage is in excess of the insured claims outstanding. As of March 31,
2007 and December 31, 2006, the total of such claims was less than $2,000
with an estimated liability related to these claims of less than $500. As
of March 31, 2007 and December 31, 2006, the Company had $75,000 of
remaining insurance coverage under its excess umbrella policies for each
of the insured years prior to April 1, 2002.
For the periods ended March 31, 2007 and December 31, 2006, the aggregate
settlement costs, cost of administering and litigation and average cost
per resolved claim were as follows:
FOR THE THREE FOR THE YEAR
MONTHS ENDED ENDED
MARCH 31, 2007 DECEMBER 31, 2006
-------------- -----------------
Aggregate settlement costs $ 6 $ 482
Cost of administering and
litigating $ 49 $ 215
Average cost per resolved
claim $ -- $ 1
The Company had a reserve of $1,195 and $1,250 as of March 31, 2007 and
December 31, 2006, respectively, related to the estimated future payments
to be made to the claimants in the settlement of the remaining incurred
claims and claims incurred but not reported. The majority of payments are
expected to be made over approximately the next three years. Due to the
uncertainties associated with these product claims, such as greater than
expected amount of unreported claims and amounts to be paid under reached
global settlements, the future costs of final settlement of these claims
may differ from the liability currently accrued. However, in the Company's
opinion, the impact of final settlement of these claims on future
operations, financial position and cash flows should not be material.
The Company is a party to various proceedings and administrative actions,
all of which are of an ordinary or routine nature incidental to the
operations of the Company. The Company does not believe that such
proceedings and actions would materially affect the Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the unaudited
consolidated financial statements and the notes thereto included in this Form
10-Q.
We make forward-looking statements in this Form 10-Q that are based on
management's beliefs and assumptions and on information currently available to
management. Forward-looking statements include the information concerning our
possible or assumed future results of operations, business strategies, financing
plans, competitive position, potential growth opportunities, the effects of
competition, outlook, objectives, plans, intentions and goals. For those
statements, we claim the protection of the safe harbor for forward-looking
statements provided for by Section 21E of the Securities Exchange Act of 1934,
as amended. Forward-looking statements include all statements that are not
historical facts and can be identified by the use of forward-looking terminology
such as the words "believes," "expects," "may," "will," "should," "seeks," "pro
forma," "anticipates," "intends," "plans," "estimates," or the negative of any
thereof or other variations thereof or comparable terminology, or by discussions
of strategy or intentions.
Forward-looking statements involve risks, uncertainties and assumptions. Actual
results may differ materially from those expressed in these forward-looking
statements. Undue reliance should not be placed on any forward-looking
statements. We do not have any intention or obligation to update forward-looking
statements after the filing of this Form 10-Q.
Many important factors could cause our results to differ materially from those
expressed in forward-looking statements. These factors include, but are not
limited to, fluctuations in our operating results and customer orders,
unexpected decreases in demand or increases in inventory levels, changes in the
price of copper, tin, nickel and silver, copper premiums and alloys, the failure
of our acquisitions and expansion plans to perform as expected, the competitive
environment, our reliance on our significant customers, lack of long-term
contracts, substantial dependence on business outside of the U.S. and risks
associated with our international operations, limitations due to our substantial
indebtedness, loss of key employees or the deterioration in our relationship
with employees, litigation, claims, liability from environmental laws and
regulations and other factors. For additional information regarding risk
factors, see our discussion in Part I, Item 1A of our Annual Report on Form 10-K
for the year ended December 31, 2006.
12
OVERVIEW
We, together with our subsidiaries, manufacture and market wire products,
including bare and tin-plated copper wire, engineered wire products and high
performance conductors for other wire suppliers and original equipment
manufacturers or "OEMs." Our products include a broad spectrum of copper wire
configurations and gauges with a variety of electrical and conductive
characteristics and are utilized by a wide variety of customers primarily in the
aerospace, appliance, automotive, electronics and data communications, general
industrial/energy and medical device industries. We manufacture and distribute
our products at 16 facilities located in the United States, Belgium, France and
Italy. For the period ended March 31, 2007, we operated our business in the
following three segments:
o Bare Wire. Our bare and tin-plated copper wire products (or
conductors) are used to transmit digital, video and audio signals or
conduct electricity and are sold to a diverse customer base of over
1,000 insulated wire manufacturers and various industrial OEMs for
use in computer and data communications products, general
industrial, energy, appliances, automobiles and other applications.
o Engineered Wire Products - Europe. Our bare copper wire products are
engineered and used to conduct electricity either for power or for
grounding purposes and are sold to a diverse customer base of
various OEMs for use in electrical appliances, power supply,
aircraft and railway and automotive products.
o High Performance Conductors. Our High Performance Conductors segment
manufactures specialty high performance conductors which include
tin, nickel and silver-plated copper and copper alloy conductors
including high and low temperature standard and customized
conductors as well as specialty film insulated conductors and
miniature tubing products.
Demand for our products is directly related to two primary factors:
o Demand for the end products in which our products are incorporated.
o Our abilities to compete with other suppliers in the industry
served.
Important indicators of demand for all of our products include a number of
general economic factors such as gross domestic product, interest rates and
consumer confidence. In specific industries, management also monitors the
following factors:
o Electronics/data communications and industrial/energy - while the
end user applications are very diverse, some of the contributing
factors of demand in the markets include technology spending and
major industrial and/or infrastructure projects, including build-out
of computer networks, mining development, oil exploration and
production projects, mass transit and general commercial and
industrial real estate development.
o Automobiles - North American industry production statistics, which
are influenced by labor relations issues, regulatory requirements
and trade agreements. For the first three months of 2007, automotive
industry production volumes decreased 8.9% compared to the same
period for 2006. In addition, major OEMs have announced second
quarter 2007 cut-backs in production levels.
o Additional factors for the High Performance Conductors segment
include commercial aircraft shipments, military aircraft deliveries
and electro-medical equipment demand rates. Deliveries of large
civil aircraft in the first three months of 2007 increased 12% over
the same period in 2006. Demand for medical devices was also strong
in the first three months of 2007 due to the broadening acceptance
and products available for minimally invasive procedures and
increased product development.
We compete with other suppliers of wire products on the basis of price, quality,
delivery and the ability to provide a sufficient array of products to meet most
of our customers needs. We believe our state of the art production equipment
permits us to provide a high quality product while also permitting us to
efficiently manufacture our products, which assists in our ability to provide
competitively priced products. Also, we invest in engineering and product
development so that we can continue to provide our customers with the array of
products and features they demand. Finally, we have located our production
facilities near many of our customers' manufacturing facilities which allows us
to meet our customers' delivery demands, including assisting with inventory
management for just-in-time production techniques.
13
A portion of our revenue is derived from processing customer-owned ("tolled")
copper. The value of tolled copper is excluded from both our sales and costs of
sales, as title to these materials and the related risks of ownership do not
pass to us at any time. The remainder of our sales included non-customer owned
copper ("owned copper"). Accordingly, for these sales, copper is included in
both orders and cost of sales.
Our expenses in producing these products fall into three main categories - raw
materials, including copper, silver, nickel, tin and alloys, labor and, to a
lesser extent, utilities. Copper is the primary raw material incorporated in all
of our products. As a world traded commodity, copper prices have historically
been subject to fluctuations. Copper prices are affected by a number of factors,
including worldwide demand, mining and transportation capacity and political
instability. Copper supply is generally affected by the number and capacity of
the mines that produce copper. For instance, production problems at a single
major mine can impact worldwide supply and prices. Copper prices have increased
from 2006 levels as a result of a combination of continued sustained demand from
China and India and continued levels of investment fund involvement. The average
price of copper based upon The New York Mercantile Exchange, Inc. ("COMEX")
increased to $2.70 per pound for the three months ended March 31, 2007 from
$2.25 per pound for the three months ended March 31, 2006, or 20%. We attempt,
where possible, to minimize the impact of these fluctuations on our
profitability through pass-through arrangements with our customers, which are
based on similar variations of monthly copper price formulas.
However, a severe increase in the price of copper can have a negative impact on
our liquidity. Currently, a $0.10 per pound fluctuation in the price of copper
will have an approximate $2.5 million impact on our working capital. Increased
working capital requirements cause us to increase our borrowings, which
increases our interest expense.
Copper prices remain volatile. The average copper price for the three months
ended March 31, 2007 of $2.70 per pound was lower than the COMEX price of $2.85
as of December 31, 2006. However, the price of copper on the COMEX was $3.60 per
pound on May 11, 2007.
With the HPC acquisition, other raw materials used include silver and nickel.
The cost of silver and nickel, components in our products, is generally
passed-through to our customers. For the three months ended March 31, 2007, the
average price of silver has increased by 37.1% and the average price of nickel
increased by 179.9% compared to the three months ended March 31, 2006.
Our labor and utility expenses are directly tied to our level of production.
While the number of employees we use in our operations has fluctuated with sales
volume, our cost per employee continues to rise with increases in wages and the
costs of providing medical coverage, workers' compensation and other fringe
benefits to employees. The cost of providing medical coverage is impacted by
continued inflation in medical products and services. Utility rates vary by
season and the prices for coal, natural gas and other similar commodities which
are used in the generation of power. We attempt to manage our utility rates
through usage agreements which affect our power usage during peak usage hours.
RESULTS OF OPERATIONS
The following table sets forth certain unaudited statements of operations data
in millions of dollars and percentage of net sales for the periods indicated:
FOR THE THREE MONTHS ENDED
MARCH 31, 2007 MARCH 31, 2006
--------------------------------------
Net sales $ 174.1 100.0% $ 144.6 100.0%
Operating expenses:
Cost of goods sold, exclusive of
depreciation and amortization expense
shown below 150.8 86.6 127.2 88.0
Selling, general and administrative
expenses 11.1 6.4 7.7 5.3
Depreciation and amortization 3.9 2.2 2.6 1.8
-------- ------- -------- -------
Operating income 8.3 4.8 7.1 4.9
Other income/(expense):
Interest expense (2.3) (1.4) (2.8) (2.0)
Amortization of deferred financing costs (0.2) (0.1) (0.2) (0.1)
Other, net 0.0 -- (0.1) --
-------- ------- -------- -------
Income from continuing operations before
income tax provision 5.8 3.3 4.0 2.8
Income tax provision 1.9 1.1 1.5 1.1
-------- ------- -------- -------
Income from continuing operations 3.9 2.2 2.5 1.7
Income/(loss) from discontinued operations 0.1 0.1 (0.6) (0.4)
-------- ------- -------- -------
Net income $ 4.0 2.3% $ 1.9 1.3%
======== ======= ======== =======
14
We have three reportable segments: Bare Wire, Engineered Wire Products-Europe,
and High Performance Conductors. The following table sets forth unaudited net
sales and operating income for the periods presented in millions of dollars and
percentages of totals:
FOR THE THREE MONTHS ENDED
MARCH 31, MARCH 31,
2007 2006
---------------------------------
Net sales:
Bare Wire $126.1 72% $132.1 91%
Engineered Wire Products-Europe 17.1 10 12.7 9
High Performance Conductors 31.2 18 -- --
Eliminations (0.3) -- (0.2) --
------ ----- ------- ------
Total $174.1 100% $144.6 100%
====== ===== ======== ====
Operating income:
Bare Wire $ 4.8 53% $ 6.0 85%
Engineered Wire Products-Europe 1.0 11 1.1 15
High Performance Conductors 3.3 36 -- --
------ ----- ------- ------
Subtotal 9.1 100% 7.1 100%
===== ====
Corporate (0.8) --
------ ------
Total $ 8.3 $ 7.1
====== ======
THREE MONTHS ENDED MARCH 31, 2007 VERSUS THREE MONTHS ENDED MARCH 31, 2006
Net sales were $174.1 million and $144.6 million for the three months ended
March 31, 2007 and 2006, respectively. Sales for the three months ended March
31, 2007 were $29.5 million, or 20.4% above comparable 2006 levels, as a result
of an increase in the average cost and selling price of copper ($20.7 million),
higher customer pricing/mix ($1.3 million) and from the acquisition of HPC
($31.2 million). These factors were partially offset by a higher proportion of
tolled copper shipped in the 2007 period compared to the 2006 period ($21.4
million) and lower volume ($2.3 million). The average price of copper based upon
COMEX increased to $2.70 per pound for the three months ended March 31, 2007
from $2.25 per pound for the three months ended March 31, 2006.
Bare Wire segment net sales for the three months ended March 31, 2007 were
$126.1 million, or a decrease of $6.0 million or 4.5% from sales of $132.1
million for the comparable 2006 period. This decrease was primarily the result
of lower volume to customers supplying the industrial/energy, electronics/data
communications and appliance markets ($4.7 million) and the impact of a higher
proportion of tolled copper shipped in the 2007 period compared to the 2006
period ($21.4 million). These decreases were partially offset by the impact of
an increase in the average cost and selling price of copper ($18.8 million) and
increased customer pricing/mix ($1.3 million). Of the total pounds processed for
the three months ended March 31, 2007 and 2006, respectively, 49.4% and 45.1%
were from customers' tolled copper.
Engineered Wire Products-Europe net sales of $17.1 million for the three months
ended March 31, 2007 were $4.4 million, or 34.6%, higher than sales of $12.7
million for the 2006 period. This increase was the result of $1.9 million for
the increase in the average cost and selling price of copper and $2.5 million
from increased volume from improved customer demand in all markets.
High Performance Conductors net sales for the three months ended March 31, 2007
were $31.2 million. There were no similar sales for the three months ended March
31, 2006 as HPC was acquired on March 31, 2006.
Cost of goods sold, exclusive of depreciation and amortization, as a percentage
of sales decreased to 86.6% for the three months ended March 31, 2007 from 88.0%
for the same period in 2006. The decrease of 1.4 percentage points was due to
the impact of a higher proportion of toll copper sales in 2007 compared to 2006
(1.8 percentage points), higher customer pricing/mix (0.7 percentage points) and
the favorable contribution of HPC sales (1.4 percentage points) partially offset
by the increase in the average cost and selling price of copper (1.7 percentage
points), lower overhead absorption (0.6 percentage points) and a lower European
gross profit rate (0.2 percentage points).
Selling, general and administrative expenses were $11.1 million for the three
months ended March 31, 2007 compared to $7.7 million for the same period in
2006. This increase of $3.4 million was the result of $2.5 million from the HPC
acquisition, $0.8 million of stock-based compensation expense and $0.1 million
of higher professional fees and other cost increases. These expenses, as a
percent of net sales, increased to 6.4% for the three months ended March 31,
2007 from 5.3% for the three months ended March 31, 2006, primarily from the
impact of the HPC expenses and the stock-based compensation expense.
15
Depreciation and amortization was $3.9 million for the three months ended March
31, 2007 compared to $2.6 million for the same period in 2006. This increase of
$1.3 million was the result of the HPC acquisition ($0.8 million) and higher
depreciation on other property, plant and equipment additions ($0.5 million).
Operating income for the three months ended March 31, 2007 was $8.3 million
compared to $7.1 million for the 2006 period, or an increase of $1.2 million,
primarily from the contribution of the HPC acquisition. Bare Wire segment's
operating income of $4.8 million for the 2007 period decreased by $1.2 million,
or 20.0%, compared to $6.0 million for the comparable 2006 period, primarily
from lower sales volume, lower overhead absorption and higher depreciation
partially offset by higher customer pricing/mix. Engineered Wire Products-Europe
operating income was $1.0 million, or a decrease of $0.1 million, from the 2006
period of $1.1 million as increased sales volume to all major markets was offset
by higher FIFO copper costs. High Performance Conductors operating income was
$3.3 million for the three months ended March 31, 2007 after being acquired on
March 31, 2006. Operating income in the 2007 period also decreased by $0.8
million from an increased charge for stock-based compensation expense.
Interest expense was $2.3 million for the three months ended March 31, 2007
compared to $2.8 million for the three months ended March 31, 2006. This
decrease of $0.5 million was the result of the impact of lower levels of
borrowings from improved operating cashflows, a lower cost debt structure and
the sale of certain Insulated Wire assets partially offset by the impact of the
HPC acquisition on March 31, 2006.
Amortization of deferred financing cost was $0.2 million for both the three
months ended March 31, 2007 and 2006.
Income tax provision was $1.9 million and $1.5 million for the three months
ended March 31, 2007 and 2006, respectively. The Company's effective tax rate
for the three months ended March 31, 2007 was 32.5% and 37.5% for the three
months ended March 31, 2006. The lower effective tax rate in 2007 was the result
of efficient state tax strategies.
Income from continuing operations was $3.9 million and $2.5 million for the
three months ended March 31, 2007 and 2006, respectively, or an increase of $1.4
million primarily from higher operating income, reduced interest expense and a
lower effective tax rate.
Income/(loss) from discontinued operations was $0.1 million and ($0.6) million
for the three months ended March 31, 2007 and 2006, respectively. The 2006
amount included the results of the Insulated Wire business that was sold in July
2006.
Net income was $4.0 million and $1.9 million for the three months ended March
31, 2007 and 2006, respectively. The improvement of $2.1 million in the three
months ended March 31, 2007 was the result of the contribution of the HPC
acquisition, reduced interest expense, a lower effective tax rate and the
favorable effect of the income/(loss) from discontinued operations partially
offset by increased stock-based compensation expense and higher depreciation and
amortization.
FINANCIAL CONDITION
At the end of the first quarter, total cash and cash equivalents were $1.8
million, down $1.5 million from year-end 2006. During the first three months of
2007, cash levels decreased throughout the period as we used excess cash to
reduce outstanding long-term debt borrowings.
Accounts receivable increased $5.2 million, or 5.3%, from year-end 2006. This
increase was primarily due to an increase in day's sales outstanding to 54 days
as of March 31, 2007 compared to year-end 2006 at 52 days. The allowance for
doubtful accounts as a percentage of accounts receivable decreased from 1.7% at
December 31, 2006 to 1.2% as of March 31, 2007 reflecting the write-off of
remaining Insulated Wire accounts deemed uncollectible against the allowance.
Inventories of $61.5 million as of March 31, 2007 increased by $2.7 million from
December 31, 2006. This increase was the result of a decrease in the LIFO
reserve ($8.4 million), an increase in pounds of copper held and other inventory
in the domestic Bare Wire segment ($4.0 million) and increased inventory levels
at HPC ($0.7 million), partially offset by $8.7 million decline in the FIFO
copper prices at the end of the periods in the Bare Wire segment and lower
quantities in the Engineered Wire Products-Europe of $1.7 million. Inventory
turns in the first three months of 2007 were comparable to 2006 levels.
Accounts payable were $61.1 million as of March 31, 2007, or an increase of
$27.6 million from December 31, 2006 levels, as trade vendor terms were extended
from a major copper vendor, more pounds were purchased and the effect of the
timing of payments.
16
RECENTLY ISSUED ACCOUNTING STANDARDS
In July 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty
in Income Taxes, - an interpretation of FASB Statement No. 109 ("FIN 48") to be
effective for fiscal years beginning after December 31, 2006. This
Interpretation adopts a two-step approach for recognizing and measuring tax
benefits and requires certain disclosures about uncertainties in income tax
positions. It also adopts the recognition threshold of "more likely than not."
On January 1, 2007, the Company adopted the provisions of FIN 48. As a result of
the implementation of FIN 48, the Company recognized a decrease of $0.3 million
to the opening balance of accumulated deficit. See Note 10 to the unaudited
condensed consolidated financial statements in this Form 10-Q.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements ("SFAS
No. 157"). This statement defines fair value, established a framework for using
fair value to measure assets and liabilities and expands disclosures about fair
value measurements. The statement applies whenever other pronouncements require
or permit assets or liabilities to be measured at fair value. SFAS No. 157 is
effective for the Company's fiscal year beginning January 1, 2008. The Company
is evaluating the impact the adoption of SFAS No. 157 will have on the Company's
financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities -- including an amendment to FASB Statement No.
115. This statement permits entities to choose to measure many financial
instruments and certain other items at fair value. SFAS No. 159 is effective for
the Company's fiscal year beginning January 1, 2008. The Company is currently
evaluating the impact of adopting SFAS No. 159.
LIQUIDITY AND CAPITAL RESOURCES
WORKING CAPITAL AND CASH FLOWS
Net cash provided by operating activities was $34.5 million for the three months
ended March 31, 2007, compared to net cash provided by operating activities of
$30.9 million for the three months ended March 31, 2006. This improvement of
$3.6 million was the result of increased net income ($2.1 million), non-cash
stock-based compensation expense ($0.8 million), inventory changes ($5.4
million), increased accounts payable ($10.2 million) and other, net ($1.3
million), partially offset by the impact of accounts receivable primarily
related to collections of U.S. Insulated Wire business receivables in the three
months ended March 31, 2006 ($16.2 million).
Net cash used in investing activities was $5.1 million for the three months
ended March 31, 2007, compared to $43.8 million for the three months ended March
31, 2006. This decrease in net cash used of $38.7 million resulted primarily
from the acquisition of HPC for $44.3 million in the 2006 period, partially
offset by $2.0 million of proceeds from the sale of the Insulated Wire assets.
In addition, capital expenditures were $5.1 million for the three months ended
March 31, 2007 compared to $1.7 million for the three months ended March 31,
2006, primarily from spending for the new plant in Sherrill, New York of $2.7
million, including site preparation and deposits for equipment. Total capital
expenditures related to the acquisition of the Sherrill, New York facility are
expected to be approximately $6.0 million over the next three to six months.
Proceeds from the sale of property, plant and equipment in the 2006 period
includes $0.2 million for the sale of certain U.S. Insulated Wire business
assets.
Net cash used in financing activities was $31.0 million for the three months
ended March 31, 2007, compared to net cash provided by financing activities of
$13.5 million for the three months ended March 31, 2006, for a decrease of $44.5
million. There were net repayment of borrowings of $31.0 million for the three
months ended March 31, 2007, and net borrowings of $13.6 million for the HPC
acquisition and repayments from proceeds from the sale of the Insulated Wire
business in the three months ended March 31, 2006.
FINANCING ARRANGEMENTS
The Company and its subsidiaries are party to a revolving credit facility with
Wachovia Capital Finance Corporation (Central) (the "Revolver Credit Facility").
The Revolver Credit Facility provides for a $200 million revolver credit
facility subject to borrowing availability (including a $25 million letter of
credit facility) and matures August 22, 2011.
The Company and its subsidiaries are party to an indenture governing the Notes
we issued in October 2004. For a description of the terms of the Revolving
Credit Facility and the Notes, see Note 9 to the unaudited condensed
consolidated financial statements.
LIQUIDITY
We require cash for working capital, capital expenditures, debt service and
taxes. Our working capital requirements generally increase when demand for our
products increase or when copper, copper premiums and silver and nickel costs
increase significantly or rapidly. Currently, a $0.10 per pound fluctuation in
17
the price of copper will have an approximate $2.5 million impact on our working
capital. The average price of copper based upon COMEX increased to $2.70 per
pound for the three months ended March 31, 2007 from $2.25 per pound for the
three months ended March 31, 2006. Copper prices continue to be volatile, and
the price of copper on the COMEX was $3.60 per pound as of May 11, 2007.
Our principal sources of cash are generated from operations and availability
under our Revolver Credit Facility.
As of March 31, 2007, we had $1.8 million of unrestricted cash and cash
equivalents. Actual borrowings availability under our Revolver Credit Facility
is subject to a borrowing base calculation, generally based upon a percentage of
eligible accounts receivable, inventory and property, plant and equipment. As of
March 31, 2007, our borrowing base was $134.6 million and our outstanding
indebtedness under the Revolver Credit Facility (including outstanding letters
of credit) was $19.1 million, resulting in a remaining availability as of such
date of $115.5 million.
We expect our cash on hand, operating cash flow, together with available
borrowings under the Revolver Credit Facility, will be sufficient to meet our
anticipated future operating expenses, capital expenditures and debt service
requirements for the next twelve months and the foreseeable future. Our ability
to generate sufficient cash flow to meet our operating needs could be affected
by general economic, financial, competitive, legislative, regulatory, business
and other factors beyond our control. Any significant reduction in customer
demand for our products, change in competitive conditions, reduction in vendor
terms from our suppliers, increases in prices of our major material components
including copper, silver and nickel, increases in other expenses such as utility
costs, or adverse changes in economic conditions in the U.S. or worldwide could
impact our ability to generate sufficient cash flow to fund operations.
OFF-BALANCE SHEET ARRANGEMENTS
We have not historically utilized off-balance sheet financing arrangements and
have no such arrangements as of March 31, 2007. However, we do finance the use
of certain facilities and equipment under lease agreements provided by various
institutions. Since the terms of these agreements meet the definition of
operating lease agreements, the sum of future lease payments is not reflected on
our consolidated balance sheets. As of March 31, 2007, the future minimum lease
payments under these arrangements totaled $6.9 million.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We do not hold market risk sensitive instruments for trading purposes.
INTEREST RATE RISK
At March 31, 2007, approximately $7.5 million of $82.5 million of long-term
debt, specifically, $5.6 million of borrowings under our Revolver Credit
Facility and $1.9 million of other indebtedness, bear interest at variable
rates. A hypothetical 1% increase in variable interest rates would increase our
interest rate expense by $0.1 million based on the debt outstanding as of March
31, 2007. We are not currently engaged in any hedging activities.
FOREIGN CURRENCY RISK
As of March 31, 2007, we had operations in Belgium, France and Italy. Our
operations may, therefore, be subject to volatility because of currency
fluctuations. Sales and expenses are denominated in the euro for the Belgium,
French and Italian operations. As a result, these operations are subject to
fluctuations in the relative value of the euro. We evaluate from time-to-time
various currency hedging programs that could reduce the risk.
In terms of foreign currency translation risk, we are exposed primarily to the
euro. Our net foreign currency investment in foreign subsidiaries and affiliates
translated into U.S. dollars using month-end exchange rates at March 31, 2007
and year-end exchange rates at December 31, 2006, was $23.1 million and $22.0
million, respectively.
At March 31, 2007, we had no financial instruments outstanding that were
sensitive to changes in foreign currency rates.
COMMODITY PRICE RISK
The principal raw material used by us is copper, which is purchased in the form
of 5/16-inch rod primarily from the major copper producers in North America,
Europe, and South America. Copper rod prices are based on market prices, which
are generally established by reference to the COMEX prices, plus a premium
18
charged to convert copper cathode to copper rod and deliver it to the required
location. As a worldwide traded commodity, copper prices have historically been
subject to fluctuations. The average price of copper based upon COMEX increased
to $2.70 per pound for the three months ended March 31, 2007 from $2.25 per
pound for the three months ended March 31, 2006. While fluctuations in the price
of copper may directly affect the per unit prices of our products, these
fluctuations have not had, nor are expected to have, a material impact on our
profitability due to copper price pass-through arrangements that we have with
our customers. These sales arrangements are based on similar variations of
monthly copper price formulas. Use of these copper price formulas minimizes the
differences between raw material copper costs charged to the cost of sales and
the pass-through pricing charge to customers. However, a severe increase in the
price of copper could negatively impact our short-term liquidity because of the
period of time between our purchase of copper at an increased price and the time
at which we receive cash payments after selling end products to customers
reflecting the increased price. Currently, a $0.10 per pound fluctuation in the
price of copper will have an approximate $2.5 million impact on our working
capital.
Other raw materials used in the HPC segment include tin, silver and nickel. The
cost of silver and nickel components in our products is generally passed-through
to our customers. For the three months ended March 31, 2007, the price of silver
has increased by 37.1% and the price of nickel has increased by 179.9% compared
to the three months ended March 31, 2006.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our Chief Executive Officer and Chief Financial Officer, with the participation
of other members of management, conducted an evaluation of the effectiveness of
the design and operation of the disclosure controls and procedures pursuant to
Rules 13a-15(b) and 15d-15(b) under the Securities and Exchange Act of 1934.
Based upon the evaluation and because of the material weaknesses described
below, our officers concluded that, as of the end of the period covered by this
report, our disclosure controls and procedures were not effective.
Notwithstanding the material weaknesses discussed below, the Company's
management has concluded that the financial statements included in this Form
10-Q fairly present in all material respects the Company's financial position
and its results of operations for the periods presented in conformity with
generally accepted accounting principles.
As of December 31, 2005, we did not maintain effective controls over the
evaluation and completeness of our deferred tax assets and liabilities, the
associated valuation allowances established in previous years to reflect the
likelihood of the recoverability of net deferred tax assets and the income tax
provision (benefit) for continuing and discontinued operations. Specifically, we
did not have effective controls in place to identify net operating loss
carryforwards and the differences between book and tax accounting for fixed
assets, certain inventory reserves and LIFO inventories and certain intangibles.
This material weakness resulted in a restatement of the Company's 2005 annual
consolidated financial statements with respect to income taxes. In addition,
this control deficiency could result in a material misstatement to the
aforementioned accounts such as deferred tax assets, deferred tax liabilities,
goodwill, and income tax provision (benefit) that would result in a material
misstatement to the Company's annual or interim consolidated financial
statements that would not be prevented or detected. Accordingly, management has
determined that this control deficiency constitutes a material weakness. This
material weakness existed throughout 2006 and at March 31, 2007.
As of December 31, 2006 and March 31, 2007, we did not maintain a sufficient
number or personnel with an appropriate level of knowledge to adequately prepare
the financial statements, which contributed to the following control
deficiencies:
1. We did not have an adequate process in place to perform analysis and
independent secondary review of complex or non-routine accounting matters,
such as accounting for discontinued operations, certain aspects of debt
modification, purchase accounting transactions and stock-based
compensation.
2. We did not maintain an adequate process to analyze and review certain
accrued liabilities and related expense accounts involving management's
judgments and estimates.
3. We did not maintain effective policies and procedures related to our
financial close process to ensure that the presentation and disclosures in
the financial statements were prepared and reviewed in a timely and
accurate manner.
A material weakness is a control deficiency or combination of control
deficiencies that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected. These control deficiencies, either individually or in the
aggregate, could result in material misstatements to annual or interim financial
statements that would not be prevented or detected. Accordingly, management
determined that these control deficiencies combined constituted a material
weakness.
19
REMEDIATION PLAN
Our remediation plan for the deferred tax accounting weakness included a special
project in which we staffed qualified outside tax and accounting consultants,
beginning in the second quarter of 2006, to fully assess the material weakness.
Management also obtained internal and external resources for the preparation of
the 2006 and 2007 quarter-end and year-end closings. The initial phase of the
remediation plans has resulted in the restatement of the 2005 annual
consolidated financial statements as more fully described in Amendment No. 1 to
the Form 10-K for December 31, 2005 in Note 1A. We continue to strengthen our
controls over income tax accounting with additional internal accounting and
external resources through and including the preparation of the 2006 and 2007
income tax provision and related footnote disclosures. To remediate the control
weakness related to personnel, management has hired a Manager of Financial
Reporting who possesses the technical qualifications to properly account for
both non-routine and routine transactions. Management has additionally hired a
Manager of Internal Audit/SOX to assist management in the proper implementation
of adequate disclosure controls. Management, with the assistance of the Manager
of Internal Audit/SOX, has developed, and will continue to develop, detailed
control remediation steps for each of the deficiencies noted above and has begun
implementation of those controls. Management will also conduct an analysis of
the current financial reporting staff and validate that the roles and
responsibilities have been properly allocated and assess the potential need for
additional resources. Management will obtain those resources if deemed
necessary.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
Except as otherwise discussed above, there were no changes in our internal
control over financial reporting that occurred during the period covered by this
Form 10-Q that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
During the three months ended March 31, 2007, there have been no material
developments in the Company's legal proceedings. For more detailed information,
see the disclosures provided in Note 12 to the unaudited condensed consolidated
financial statements in this Form 10-Q and Note 18 to our Consolidated Financial
Statements and in "Item 3 --Legal Proceedings" set forth in our 2006 10-K.
ITEM 1A. RISK FACTORS.
In addition to the other information set forth in this report, you should
carefully consider the factors discussed in Part I, Item 1A, "Risk Factors" in
our 2006 10-K for the year ended December 31, 2006, which could materially
affect our business, financial condition or future results. The Risk Factors
included in our 2006 10-K have not materially changed. The risks described in
our 2006 10-K are not the only risks we face. Additional risks and uncertainties
not currently known to us or that we currently deem to be immaterial also may
materially adversely affect our business, financial condition and/or operating
results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
20
ITEM 6. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
3.1 Amended and Restated Bylaws of International Wire Group, Inc. (filed
as Exhibit 3.1 to the Company's Current Report on Form 8-K filed
February 28, 2007, and incorporated herein by reference).
10.1 Letter agreement, dated March 26, 2007, between International Wire
Group, Inc. and William Lane Pennington (filed as Exhibit 10.39 to
the Company's Annual Report on Form 10-K filed April 30, 2007, and
incorporated herein by reference).
31.1 Certification of Principal Executive Officer Required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2 Certification of Principal Financial Officer Required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended.
32.1 Certification of Principal Executive Officer Required by Rule
13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Principal Financial Officer Required by Rule
13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
21
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERNATIONAL WIRE GROUP, INC.
Dated: May 15, 2007 By: /s/ GLENN J. HOLLER
----------------------------------
Name: Glenn J. Holler
Title: Senior Vice President, Chief
Financial Officer (Principal
Financial and Accounting
Officer) and Secretary
22
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
3.1 Amended and Restated Bylaws of International Wire Group, Inc. (filed
as Exhibit 3.1 to the Company's Current Report on Form 8-K filed
February 28, 2007, and incorporated herein by reference).
10.1 Letter agreement, dated March 26, 2007, between International Wire
Group, Inc. and William Lane Pennington (filed as Exhibit 10.39 to
the Company's Annual Report on Form 10-K filed April 30, 2007, and
incorporated herein by reference).
31.1 Certification of Principal Executive Officer Required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2 Certification of Principal Financial Officer Required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended.
32.1 Certification of Principal Executive Officer Required by Rule
13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Principal Financial Officer Required by Rule
13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
23