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 SEPTEMBER 30, 2001
-----------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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33-93970
------------------------
(Commission File Number)
INTERNATIONAL WIRE GROUP, INC.
----------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE
------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
43-1705942
----------------------------------
(I.R.S. Employer Identification No.)
101 SOUTH HANLEY ROAD
ST. LOUIS, MO 63105
(314) 719-1000
--------------------------------------------------
(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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
OUTSTANDING AT
CLASS OCTOBER 31, 2001
------------- ----------------
Common Stock 1,000
1
INTERNATIONAL WIRE GROUP, INC.
INDEX
PART I - FINANCIAL INFORMATION Page
------------------------------ -----
Item 1. Condensed Consolidated Financial Statements (Unaudited):
Condensed Consolidated Balance Sheets as of September 30, 2001 and December 31, 2000.................. 3
Condensed Consolidated Statements of Operations for the three and nine months ended September 30,
2001 and 2000 ................................................................................... 4
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2001 and
2000............................................................................................. 5
Notes to Condensed Consolidated Financial Statements.................................................. 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........... 16
Item 3. Quantitative and Qualitative Disclosure About Market Risk....................................... 20
PART II - OTHER INFORMATION................................................................................ 21
SIGNATURES................................................................................................. 22
2
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
INTERNATIONAL WIRE GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
SEPTEMBER 30, DECEMBER 31,
2001 2000
------------------------ --------------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents........................................... $ 19,835 $ 32,244
Accounts receivable, less allowance of $2,175
and $2,760, respectively.......................................... 76,584 82,339
Inventories......................................................... 76,780 83,527
Other current assets................................................ 36,974 28,163
--------------- --------------
Total current assets.............................................. 210,173 226,273
Property, plant and equipment, net.................................... 148,582 148,414
Intangible and other assets........................................... 204,378 211,047
---------------- ----------------
Total assets...................................................... $ 563,133 $ 585,734
================ ================
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Current maturities of long-term obligations......................... $ 4,865 $ 4,312
Accounts payable.................................................... 31,420 42,654
Accrued and other liabilities....................................... 32,394 38,227
Accrued payroll and payroll related items........................... 5,965 11,740
Accrued interest.................................................... 11,727 3,195
---------------- ----------------
Total current liabilities......................................... 86,371 100,128
Long-term obligations, less current maturities........................ 329,421 331,121
Other long-term liabilities........................................... 48,915 46,736
---------------- ----------------
Total liabilities................................................. 464,707 477,985
Stockholder's equity:
Common stock, $.01 par value, 1,000 shares
authorized, issued and outstanding................................ 0 0
Contributed capital................................................. 246,724 246,724
Carryover of predecessor basis...................................... (67,762) (67,762)
Accumulated deficit................................................. (79,293) (69,989)
Accumulated other comprehensive loss................................ (1,243) (1,224)
---------------- ----------------
Total stockholder's equity........................................ 98,426 107,749
---------------- ----------------
Total liabilities and stockholder's equity........................ $ 563,133 $ 585,734
================ =================
See accompanying notes to the condensed consolidated financial statements.
3
INTERNATIONAL WIRE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(Unaudited)
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
------------------ ------------------ ------------------- ------------------
2001 2000 2001 2000
------------------ ------------------ ------------------- ------------------
Net sales......................................... $ 96,867 $ 138,079 $337,287 $ 428,201
Operating expenses:
Cost of goods sold excluding item below......... 76,281 103,343 260,123 317,486
Unusual costs related to plant
consolidations(see Note 3)...................... 2,028 -- 3,742 --
-------- --------- -------- ----------
Total cost of goods sold.................... 78,309 103,343 263,865 317,486
Selling, general and administrative expenses.... 7,994 11,028 28,689 35,737
Depreciation and amortization................... 8,975 9,416 27,140 27,698
Unusual charges................................. 2,760 650 6,697 650
-------- --------- -------- ----------
Operating income.................................. (1,171) 13,642 10,896 46,630
Other income (expense):
Interest expense................................. (8,950) (9,237) (26,225) (31,478)
Amortization of deferred financing costs......... (336) (414) (1,013) (1,625)
-------- --------- -------- ----------
Income (loss) from continuing operations
before income tax provision and
extraordinary item................................ (10,457) 3,991 (16,342) 13,527
Income tax provision (benefit)..................... (4,507) 1,716 (7,038) 6,515
-------- --------- -------- ----------
Income (loss) from continuing operations
before extraordinary item........................ (5,950) 2,275 (9,304) 7,012
Income (loss) from discontinued operations,
net of income taxes of $1,598.................... -- (2,081) -- 1,553
-------- --------- -------- ----------
Income (loss) before extraordinary item............ (5,950) 194 (9,304) 8,565
Extraordinary item - loss related to early
extinguishment of debt, net of taxes of
$2,073............................................ -- -- -- (2,747)
-------- --------- -------- ----------
Net income (loss)............................... $ (5,950) $ 194 $ (9,304) $ 5,818
======== ========= ========= ==========
See accompanying notes to the condensed consolidated financial statements.
4
INTERNATIONAL WIRE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(Unaudited)
NINE MONTHS
ENDED SEPTEMBER 30,
------------------------ -------------------------
2001 2000
------------------------ -------------------------
Cash flows provided by (used in) operating activities:
Net income.......................................................... $ (9,304) $ 5,818
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization................................... 28,152 29,323
Extraordinary item.............................................. -- 2,747
Income from discontinued operations............................. -- (1,553)
Deferred income taxes........................................... (6,305) --
Changes of assets and liabilities of continuing operations...... (2,960) (11,208)
------------ ------------
Net cash provided by continuing operations.......................... 9,583 25,127
Net cash provided by (used in) discontinued operations............ (1,545) 430
------------ ------------
Net cash provided by operating activities........................... 8,038 25,557
------------ ------------
Cash flows used in investing activities:
Capital expenditures of continuing operations..................... (20,470) (14,103)
Capital expenditures of discontinued operations................... -- (982)
------------ ------------
Net cash used in investing activities............................... (20,470) (15,085)
------------ ------------
Cash flows provided by (used in) financing activities:
Equity proceeds................................................... -- 66
Net borrowing (repayment) of long-term obligations................ 46 (200,024)
Financing fees and other.......................................... -- (699)
Net proceeds from sale of Wire Harness Segment.................... -- 208,500
------------ ------------
Net cash provided by financing activities........................... 46 7,843
------------ ------------
Effects of exchange rate changes on cash
and cash equivalents.............................................. (23) --
------------ ------------
Net change in cash and cash equivalents............................. (12,409) 18,315
Cash at beginning of the period..................................... 32,244 7,425
------------ ------------
Cash at end of the period........................................... $ 19,835 $ 25,740
============ ============
See accompanying notes to the condensed consolidated financial statements.
5
INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
(Unaudited)
1. BASIS OF PRESENTATION
Unaudited Interim Condensed Consolidated Financial Statements
The unaudited interim condensed 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 and results of operations
of International Wire Group, Inc. (the "Company"). The results for the
three and nine months ended September 30, 2001 are not necessarily
indicative of the results that may be expected for a 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, 2000.
Recently Issued Accounting Standards
In July 2001, the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 141,
"Business Combinations," and SFAS No. 142, "Goodwill and Other
Intangible Assets."
SFAS No. 141 supercedes Accounting Principles Board Opinion ("APB")
No. 16, "Business Combinations." The most significant changes made by
SFAS No. 141 are: (1) requiring that the purchase method of accounting
be used for all business combinations initiated after June 30, 2001,
(2) establishing specific criteria for the recognition of intangible
assets separately from goodwill, and (3) requiring unallocated
negative goodwill to be written off immediately as an extraordinary
gain (instead of being deferred and amortized).
SFAS No. 142 supercedes APB No. 17, "Intangible Assets." SFAS No. 142
primarily addresses the accounting for goodwill and intangible assets
subsequent to their acquisition (i.e., the post-acquisition
accounting). The provisions of SFAS No. 142 will be effective for
fiscal years beginning after December 15, 2001. The most significant
changes made by SFAS No. 142 are: (1) goodwill and indefinite lived
intangible assets will no longer be amortized, (2) goodwill will be
tested for impairment at least annually at the reporting unit level,
(3) intangible assets deemed to have an indefinite life will be tested
for impairment at least annually, and (4) the amortization period of
intangible assets with finite lives will no longer be limited to forty
years.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-lived Assets." SFAS No. 144 supercedes
SFAS No. 121, "Accounting for the Impairment of Long-lived Assets and
Assets to be Disposed of" and the accounting and reporting provisions
of APB No. 30, "Reporting the Results of Operations - Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions." SFAS No.
144 also amends Accounting Research Bulletin No. 51, "Consolidated
Financial Statements," to eliminate the exception to consolidation for
a subsidiary for which control is likely to be temporary. The
provisions of SFAS No. 144 will be effective for fiscal years
beginning after December 15, 2001. The most significant changes made
by SFAS No. 144 are: (1) removes goodwill from its scope and,
therefore, eliminates the requirements of SFAS No. 121 to allocate
goodwill to long-lived assets to be tested for impairment, and (2)
describes a probability-weighted cash flow estimation approach to deal
with situations in which alternative courses of action to recover the
carrying amount of long-lived assets are under consideration or a
range is estimated for the amount of possible future cash flows.
The Company has not yet determined the effect SFAS No.'s 141, 142 and
144 will have on its consolidated financial position or results of
operations.
6
INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
2. DISCONTINUED OPERATIONS
On March 29, 2000, the Company consummated the sale of its wire harness
business (the "Wire Harness Sale") for $210,000 in cash. The results of
operations of the wire harness business have been reclassified to
discontinued operations for all periods presented.
3. UNUSUAL CHARGES AND UNUSUAL COSTS RELATED TO PLANT CONSOLIDATIONS
During the quarter ended September 30, 2001, the Company recorded an
unusual charge of $2,760 primarily related to the consolidation of
certain selling, general and administrative functions as well as a
corporate reorganization. The unusual charge is comprised of personnel
and severance costs, attributed to 41 employees, and lease and other
contractual commitments.
During the first quarter of 2001, the Company announced its plan for a
realignment of its insulated wire production and initiated the closure
of three of its manufacturing facilities located in Alabama and
Indiana. During the second quarter of 2001, the Company initiated the
closures of two additional facilities, the third and final Alabama
facility and a second plant in Indiana. The production capacity for
these locations is being primarily transferred and consolidated into
the Company's existing manufacturing facilities in Texas and its
remaining Indiana facilities, which are being expanded, as necessary,
to accommodate the production transfer. In addition to the plant
consolidations announced in the first and second quarters, the Company
recently purchased an existing plant site for a "greenfield" insulated
wire operation in Mexico. This plant is located in Durango, Mexico
which is approximately 600 miles from the U.S./Mexican border. The
startup of this Mexican facility began in the third quarter, and the
Company anticipates that the plant will be in full production by the
end of the second quarter of 2002.
In connection with the plant closures announced in the first and second
quarters and selling, general and administrative headcount reductions
announced in the third quarter, the Company anticipates that 174
employees will be terminated, all of whom have been notified by the
Company. Through September 30, 2001, 117 employees have been
terminated. Four of the five plant closures announced by the Company
have been completed by September 30, 2001. Management estimates that
the fifth plant closure will be complete by the end of the first
quarter of 2002.
In connection with the plant closures and other restructuring
activities, the Company has accrued $2,760 and $6,697 for the three and
nine months ended September 30, 2001, respectively.
A summary of activity related to plant closings is as follows:
NINE MONTHS ENDED
SEPTEMBER 30,
2001
-------------------
Balance, beginning of period.................................... $ --
Charges to operations:
Facility shut-down costs...................................... 1,682
Personnel and severance costs................................. 5,015
-----------
6,697
-----------
Costs incurred:
Facility shut-down costs...................................... (539)
Personnel and severance costs................................. (2,861)
-----------
(3,400)
-----------
Balance, end of period.......................................... $ 3,297
===========
7
INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
In addition to the accruals for plant closings for the three and nine
months ended September 30, 2001, the Company also incurred additional
expenses of $2,028 and $3,742, respectively, related to the facility
consolidations that the Company considers to be one-time items
incremental to the on-going operations. These expenses include
inefficiencies incurred during the transition of production capacity
and incremental costs related to the transferred lines of production.
These unusual one-time charges are included in cost of goods sold for
the three and nine months ended September 30, 2001.
4. EXTRAORDINARY ITEM - LOSS RELATED TO EARLY RETIREMENT OF DEBT
Substantially all of the net proceeds (after the payment of fees and
expenses) from the Wire Harness Sale were used to repay indebtedness
outstanding under the Company's senior credit facility. Accordingly,
the Company recorded an extraordinary loss during the first quarter of
2000 of $2,747, net of income tax benefit, related to the write-off of
deferred financing fees.
5. INVENTORIES
The composition of inventories at September 30, 2001 and December 31,
2000 is as follows:
SEPTEMBER 30, DECEMBER 31,
2001 2000
------------- ------------
Raw materials................................................. $ 18,701 $ 28,402
Work-in-process .............................................. 27,818 26,414
Finished goods ............................................... 30,261 28,711
----------- ----------
Total........................................................ $ 76,780 $ 83,527
=========== ==========
The carrying value of inventories on a last-in, first-out basis, at
September 30, 2001 and December 31, 2000, approximates their current
cost.
6. LONG-TERM OBLIGATIONS
The composition of long-term obligations at September 30, 2001 and
December 31, 2000 is as follows:
SEPTEMBER 30, DECEMBER 31,
2001 2000
------------- ------------
Amended and Restated Credit Agreement:
Revolving credit facility.................................... $ -- $ --
Term facility ............................................... 1,420 2,273
Senior Subordinated Notes...................................... 150,000 150,000
Series B Senior Subordinated Notes............................. 150,000 150,000
Series B Senior Subordinated Notes Premium..................... 7,330 8,523
Industrial revenue bonds....................................... 15,500 15,500
Other.......................................................... 10,036 9,137
---------- ----------
334,286 335,433
Less, current maturities....................................... 4,865 4,312
---------- ----------
$ 329,421 $ 331,121
========== ==========
8
INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
The schedule of principal payments for long-term obligations, excluding
premium, at September 30, 2001 is as follows:
2001............................................... $ 2,123
2002 .............................................. 1,330
2003............................................... 1,274
2004............................................... 336
2005............................................... 314,137
Thereafter......................................... 7,756
-------------
Total............................................ $ 326,956
=============
The Company's Amended and Restated Credit Agreement (the "Credit
Agreement") provides for senior secured financing of up to $1,420 under
a term facility (the "Term Facility") and a $75,000 revolving loan and
letter of credit facility (the "Revolver"). Availability under the
Revolver has been limited by agreement between the Company and its
lenders to $40,000 through December 31, 2001. As of September 30, 2001,
there were borrowings of $1,420 outstanding under the Term Facility and
$21,691 in letters of credit issued under the Revolver. Mandatory
principal payments are due in quarterly installments under the Term
Facility, with the final installment payable on September 30, 2002. The
Revolver also terminates on September 30, 2002.
On November 9, 2001, the lenders granted a waiver under the Credit
Agreement waiving the Company's noncompliance with certain financial
covenants at and for the period ending September 30, 2001. The waiver
expires on December 31, 2001.
The Company is in the process of refinancing the Credit Agreement with
a new credit facility (the "New Bank Facility"). In connection
therewith, the Company has received a commitment letter from a leading
commercial bank (the "Commitment Letter") to provide the New Bank
Facility. Based on the terms included in the Commitment Letter, if
obtained, the New Bank Facility will provide a revolving loan and
letter of credit facility of $70,000 subject to certain borrowing base
requirements and will mature on January 15, 2005. The Company
anticipates that, if obtained, the proceeds from the New Bank Facility
will be used to repay the balance outstanding under the Credit
Agreement and to finance on-going working capital and other operating
needs of the Company. In addition, letters of credit outstanding under
the Credit Agreement will be incorporated into the New Credit Facility.
Although there can be no assurances that the New Bank Facility will be
obtained on the terms described herein, or at all, the New Bank
Facility is expected to close on December 10, 2001.
Borrowings under the Term A Loan and Revolver bear interest, at the
option of the Company, at a rate per annum equal to (a) the Alternate
Base Rate (as defined in the Credit Agreement) plus an applicable
margin as defined in the Credit Agreement; or (b) the Eurodollar Rate
(as defined in the Credit Agreement) plus an applicable margin as
defined in the Credit Agreement. The Alternate Base Rate and Eurodollar
Rate margins are established quarterly based on a formula described in
the Credit Agreement. Interest payment dates vary depending on the
interest rate option to which the Term Facility and the Revolver are
tied, but generally interest is payable quarterly. The Credit Agreement
contains several covenants which, among other things, restrict the
Company's ability to incur indebtedness, make capital expenditures and
pay dividends and maintain certain financial ratios subsequent to
December 31, 2001.
The Company's 11 3/4% Senior Subordinated Notes, 11 3/4% Series B
Senior Subordinated Notes, and 14% Senior Subordinated Notes
(collectively, the "Senior Notes") restrict, among other things, the
incurrence of additional indebtedness by the Company, the payment of
dividends and other distributions in respect of the Company's capital
stock, the imposition of restrictions on the payment of dividends and
other distributions by the Company's subsidiaries, the creation of
liens on the properties and the assets of the Company to secure certain
subordinated debt and certain mergers, sales of assets and transactions
with affiliates.
9
INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
7. BUSINESS SEGMENT INFORMATION
The Company operates its business as one business segment.
8. GUARANTOR SUBSIDIARIES
The Senior Notes are fully and unconditionally (as well as jointly and
severally) guaranteed on an unsecured, senior subordinated basis by
each subsidiary of the Company (the "Guarantor Subsidiaries") other
than IWG-Philippines, Inc., IWG International, Inc.,
Italtrecce-Societa Italiana Trecce & Affini S.r.l., International Wire
SAS, Tresse Metallique J. Forissier, S.A. and Cablerie E. Charbonnet,
S.A. (the "Non-Guarantor Subsidiaries"). Each of the Guarantor
Subsidiaries and Non-Guarantor Subsidiaries is wholly owned by the
Company.
The following condensed, consolidating financial statements of the
Company include the accounts of the Company, the combined accounts of
the Guarantor Subsidiaries and the combined accounts of the
Non-Guarantor Subsidiaries.
10
INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
TOTAL
TOTAL NON-
COMPANY GUARANTOR GUARANTOR ELIMINATIONS TOTAL
-------------- ----------------- ---------------- ------------------- -------------
BALANCE SHEET
AS OF SEPTEMBER 30, 2001
ASSETS
Cash and cash equivalents.............. $ -- $ 16,696 $ 3,139 $ -- $ 19,835
Accounts receivable.................... -- 59,894 16,690 -- 76,584
Inventories............................ -- 66,592 10,188 -- 76,780
Other current assets................... -- 35,813 1,161 -- 36,974
-------- --------- --------- --------- ---------
Total current assets................... -- 178,995 31,178 -- 210,173
Property, plant and equipment, net... -- 123,047 25,535 -- 148,582
Investment in subsidiaries............. 451,391 -- -- (451,391) --
Intangibles and other assets .......... 6,912 184,515 12,951 -- 204,378
--------- --------- --------- ---------- ---------
Total assets...................... $ 458,303 $ 486,557 $ 69,664 $(451,391) $ 563,133
========= ========= ========= ========= =========
LIABILITIES AND STOCKHOLDER'S
EQUITY
Current liabilities.................... $ 14,404 $ 64,898 $ 7,069 $ -- $ 86,371
Long-term obligations, less current
maturities......................... 311,288 18,133 -- -- 329,421
Other long-term liabilities............ - 47,681 1,234 -- 48,915
Intercompany (receivable) payable...... (34,820) (5,080) 39,900 -- --
--------- ---------- --------- ---------- ------------
Total liabilities...................... 290,872 125,632 48,203 -- 464,707
Stockholder's equity:
Common stock........................... 0 0 0 0 0
Contributed capital.................... 246,724 297,106 11,887 (308,993) 246,724
Carryover of predecessor basis......... -- (67,762) -- -- (67,762)
Retained earnings (accumulated deficit) (79,293) 131,581 10,817 (142,398) (79,293)
Other comprehensive loss............... -- -- (1,243) -- (1,243)
---------- --------- --------- ---------- -----------
Total stockholder's equity............. 167,431 360,925 21,461 (451,391) 98,426
--------- --------- --------- --------- ----------
Total liabilities and stockholder's
equity........................ $ 458,303 $ 486,557 $ 69,664 $(451,391) $ 563,133
========= ========= ========= ========== =========
11
INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
TOTAL
TOTAL NON-
COMPANY GUARANTOR GUARANTOR ELIMINATIONS TOTAL
-------------- ----------------- ---------------- ------------------- -----------
BALANCE SHEET
AS OF DECEMBER 31, 2000
ASSETS
Cash and cash equivalents.............. $ -- $ 27,772 $ 4,472 $ -- $ 32,244
Accounts receivable.................... -- 66,362 15,977 -- 82,339
Inventories............................ -- 73,573 9,954 -- 83,527
Other current assets................... -- 26,937 1,226 -- 28,163
--------- ----------- ------------ ---------- --------
Total current assets................... -- 194,644 31,629 -- 226,273
Property, plant and equipment, net... -- 127,661 20,753 -- 148,414
Investment in subsidiaries............. 461,033 -- -- (461,033) -
Intangibles and other assets .......... 8,357 189,099 13,591 -- 211,047
--------- ---------- ------------ ---------- --------
Total assets...................... $ 469,390 $ 511,404 $ 65,973 $ (461,033) $585,734
========= ========= ============ ========== ========
LIABILITIES AND STOCKHOLDER'S
EQUITY
Current liabilities.................... $ 5,942 $ 84,003 $ 10,183 $ -- $100,128
Long-term obligations, less current
maturities......................... 313,049 18,072 -- -- 331,121
Other long-term liabilities............ -- 45,472 1,264 -- 46,736
Intercompany (receivable) payable...... (26,336) (10,589) 36,925 -- --
---------- ---------- ------------ ---------- --------
Total liabilities...................... 292,655 136,958 48,372 -- 477,985
Stockholder's equity (deficit):
Common stock........................... 0 0 0 0 0
Contributed capital.................... 246,724 297,106 11,887 (308,993) 246,724
Carryover of predecessor basis......... -- (67,762) -- -- (67,762)
Retained earnings (accumulated deficit) (69,989) 145,102 6,938 (152,040) (69,989)
Other comprehensive loss............... -- -- (1,224) -- (1,224)
---------- ---------- ------------ --------- --------
Total stockholder's equity (deficit)... 176,735 374,446 17,601 (461,033) 107,749
---------- ---------- ------------ --------- --------
Total liabilities and stockholder's
equity (deficit).............. $ 469,390 $ 511,404 $ 65,973 $ (461,033) $585,734
========== ========== ============ ========== ========
12
INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
TOTAL
TOTAL NON-
COMPANY GUARANTOR GUARANTOR ELIMINATIONS TOTAL
-------------- ----------------- ---------------- ------------------- -----------
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2001
Net sales.......................................... $ -- $ 82,374 $ 14,493 $ -- $ 96,867
Operating expenses:
Cost of goods sold before item below........... -- 65,445 10,836 -- 76,281
Unusual costs related to plant consolidations.. -- 2,028 -- -- 2,028
-------- ---------- ----------- ----------- ----------
Total cost of goods sold....................... -- 67,473 10,836 -- 78,309
Selling, general and administrative
expenses....................................... -- 6,942 1,052 -- 7,994
Depreciation and amortization.................. 144 7,756 1,075 -- 8,975
Unusual charges................................ -- 2,760 -- -- 2,760
-------- ---------- ----------- ----------- ----------
Operating income................................... (144) (2,557) 1,530 -- (1,171)
Other income (expense):
Interest expense............................... 370 (8,941) (379) -- (8,950)
Amortization of deferred financing costs (336) -- -- -- (336)
Equity in net income of subsidiaries........... (5,840) -- -- 5,840 --
-------- ------------ ----------- ---------- -----------
Income (loss) before tax provision (benefit) (5,950) (11,498) 1,151 5,840 (10,457)
Income tax provision (benefit)..................... -- (4,502) (5) -- (4,507)
-------- ---------- ------------ ---------- ---------
Net income (loss).................................. $ (5,950) $ (6,996) $ 1,156 $ 5,840 $ (5,950)
======== =========== ========= ========= =========
TOTAL
TOTAL NON-
COMPANY GUARANTOR GUARANTOR ELIMINATIONS TOTAL
-------------- ----------------- ---------------- ------------------- -----------
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2000
Net sales....................................... $ -- $ 120,790 $ 17,289 $ -- $ 138,079
Operating expenses:
Cost of goods sold.......................... -- 90,535 12,808 -- 103,343
Selling, general and administrative
expenses.................................... -- 10,289 739 -- 11,028
Depreciation and amortization............... 672 7,759 985 -- 9,416
Unusual item................................ -- 650 - -- 650
-------- ---------- --------- ---------- --------
Operating income................................ (672) 11,557 2,757 -- 13,642
Other income (expense):
Interest expense............................ (8,886) (258) (93) -- (9,237)
Amortization of deferred financing costs.... (414) -- -- -- (414)
Equity in net income of subsidiaries........ 12,247 -- -- (12,247) --
-------- ---------- --------- ---------- --------
Income from continuing operations before
tax provision................................... 2,275 11,299 2,664 (12,247) 3,991
Income tax provision............................ -- 1,538 178 -- 1,716
-------- ---------- --------- ---------- --------
Income from continuing operations............... 2,275 9,761 2,486 (12,247) 2,275
Loss from discontinued operations, net of
income tax benefit of $1,569.................... (2,081) -- -- -- (2,081)
-------- ---------- --------- ---------- ---------
Net income...................................... $ 194 $ 9,761 $ 2,486 $ (12,247) $ 194
======== =========== ========= ========== =========
13
INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
TOTAL
TOTAL NON-
COMPANY GUARANTOR GUARANTOR ELIMINATIONS TOTAL
-------------- ----------------- ---------------- ------------------- -----------
STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2001
Net sales................................... $ -- $ 291,257 $ 46,030 $ -- $ 337,287
Operating expenses:
Cost of goods sold before item below.... -- 225,714 34,409 -- 260,123
Unusual costs related to plant
consolidations.......................... -- 3,742 -- -- 3,742
-------- ---------- -------- ---------- ---------
Total cost of goods sold................ -- 229,456 34,409 -- 263,865
Selling, general and administrative
expenses............................... . -- 25,310 3,379 -- 28,689
Depreciation and amortization........... 432 23,510 3,198 -- 27,140
Unusual charges......................... -- 6,697 -- -- 6,697
-------- ---------- -------- ---------- ---------
Operating income............................ (432) 6,284 5,044 -- 10,896
Other income (expense):
Interest expense........................ 1,762 (26,866) (1,121) -- (26,225)
Amortization of deferred financing costs (1,013) -- -- -- (1,013)
Equity in net income of subsidiaries.... (9,621) -- -- 9,621 --
-------- ---------- -------- ---------- ---------
Income (loss) before tax provision (benefit) (9,304) (20,582) 3,923 9,621 (16,342)
Income tax provision (benefit).............. -- (7,252) 214 -- (7,038)
-------- ---------- -------- ---------- ---------
Net income (loss)........................... $ (9,304) $ (13,330) $ 3,709 $ 9,621 $ (9,304)
======== ========== ======== ========== =========
TOTAL
TOTAL NON-
COMPANY GUARANTOR GUARANTOR ELIMINATIONS TOTAL
-------------- ----------------- ---------------- ------------------- -----------
STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000
Net sales................................... $ -- $ 379,813 $ 48,388 $ -- $428,201
Operating expenses:
Cost of goods sold...................... -- 282,542 34,944 -- 317,486
Selling, general and administrative
expenses................................ -- 32,827 2,910 -- 35,737
Depreciation and amortization........... 1,991 22,677 3,030 -- 27,698
Unusual item............................ -- 650 -- -- 650
--------- ------------ --------- -------- --------
Operating income............................ (1,991) 41,117 7,504 -- 46,630
Other income (expense):
Interest expense........................ (30,666) (260) (552) -- (31,478)
Amortization of deferred financing costs (1,625) -- -- -- (1,625)
Equity in net income of subsidiaries.... 44,928 -- -- (44,928) --
--------- ------------ --------- -------- --------
Income from continuing operations
before income tax provision
and extraordinary item.................. 10,646 40,857 6,952 (44,928) 13,527
Income tax provision........................ -- 5,707 808 -- 6,515
--------- ------------ --------- -------- --------
Income from continuing operations
before extraordinary item............... 10,646 35,150 6,144 (44,928) 7,012
Income (loss) from discontinued operations,
net of taxes of $29......................... (2,081) 2,288 1,346 -- 1,553
--------- ------------ --------- -------- --------
Income before extraordinary item............ 8,565 37,438 7,490 (44,928) 8,565
Extraordinary item - loss related to early
extinguishment of debt,
net of taxes of $2,073.................. (2,747) -- -- -- (2,747)
--------- ------------ --------- -------- --------
Net income.................................. $ 5,818 $ 37,438 $ 7,490 $(44,928) $ 5,818
========= ============ ========= ======== ========
14
INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
TOTAL
TOTAL NON-
COMPANY GUARANTOR GUARANTOR ELIMINATIONS TOTAL
-------------- ----------------- ---------------- ------------------- -----------
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2001
Net cash provided by operating activities.. $ 568 $ 1,479 $ 5,991 $ -- $ 8,038
----------- ---------- ---------- --------- ---------
Cash flows used in investing activities for
capital expenditures..................... -- (13,169) (7,301) -- (20,470)
----------- ---------- ---------- --------- ---------
Cash flows provided by (used in)
financing activities for repayment
of long-term obligations................. (568) 614 -- -- 46
----------- ---------- ---------- --------- ---------
Effect of exchange rate changes
on cash and cash equivalents............ -- -- (23) -- (23)
----------- ---------- ---------- --------- ---------
Net change in cash and cash equivalents.... $ -- $ (11,076) $ (1,333) $ -- $ (12,409)
=========== ========== =========== ========= ==========
TOTAL
TOTAL NON-
COMPANY GUARANTOR GUARANTOR ELIMINATIONS TOTAL
-------------- ----------------- ---------------- ------------------- -----------
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000
Net cash provided by (used in) operating
activities................................. $ (8,961) $ 28,222 $ 6,296 $ -- $ 25,557
---------- -------- -------- --------- ---------
Cash flows used in investing activities for
capital expenditures..................... -- (11,411) (3,674) -- (15,085)
----------- --------- -------- --------- ---------
Cash flows provided by (used in)
financing activities:
Equity proceeds........................ 66 -- -- -- 66
Repayment of long-term obligations..... (198,906) (1,118) -- -- (200,024)
Financing fees and other............... (699) -- -- -- (699)
Net proceeds from sale of
Wire Harness Segment................. 208,500 -- -- -- 208,500
------------ ---------- -------- --------- ---------
Net cash provided by (used in) financing
activities............................... 8,961 (1,118) -- -- 7,843
------------ ---------- -------- --------- ---------
Net change in cash and cash equivalents.... $ -- $ 15,693 $ 2,622 $ -- $ 18,315
============ ========== ========= ========= =========
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
The following discussion and analysis includes the results of operations for the
three and nine months ended September 30, 2001, compared to the three and nine
months ended September 30, 2000.
In March 2000, the Company sold its Wire Harness Segment to Viasystems
International, Inc. The Wire Harness Segment was previously reported as a
separate segment. The results of operations of the Wire Harness Segment for 2000
have been reclassified to discontinued operations.
A portion of the Company's revenues is derived from processing customer-owned
("tolled") copper. The value of tolled copper is excluded from both sales and
costs of sales of the Company, as title to these materials and the related risks
of ownership do not pass to the Company.
The cost of copper has historically been subject to fluctuations. While
fluctuations in the price of copper may directly affect the per unit prices of
the Company's products, these fluctuations have not had, nor are expected to
have, a material impact on the Company's profitability due to copper price
pass-through arrangements that the Company has with its 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
charged to customers.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2000
Net sales for the quarter were $96.9 million, a decrease of $41.2 million, or
29.8%, compared to the three months ended September 30, 2000. This decrease was
primarily the result of lower volume from weak general economic conditions in
the United States, including reduced demand from customers supplying the
automotive, electronics and data communications and industrial markets and the
result of a lower cost and selling price of copper. In general, the Company
prices its wire products based on a spread over the cost of copper, which
results in a decreased dollar value of sales when copper costs decrease. The
average price of copper based on the New York Mercantile Exchange, Inc.
("COMEX") declined from $0.87 per pound during the three months ended September
30, 2000 to $0.67 per pound during the three months ended September 30, 2001.
Cost of goods sold, excluding unusual costs related to plant consolidations, as
a percentage of sales increased to 78.7% for the three months ended September
30, 2001, from 74.8% for the three months ended September 30, 2000. This change
was primarily the result of lower pricing under new agreements with customers
who supply the automotive industry and operating inefficiencies related to
reduced production levels. These operating inefficiencies have been partially
offset by plant closures, headcount reductions, and other cost reduction and
containment actions taken by the Company and the impact of lower copper prices.
Selling, general and administrative expenses decreased $3.0 million to $8.0
million for the three months ended September 30, 2001, compared to $11.0 million
for the same period in 2000 due to reduced administrative and support headcount
and other cost containment actions taken by the Company.
Depreciation and amortization was $9.0 million for the three months ended
September 30, 2001, compared to $9.4 million for the same period in 2000.
During the quarter ended September 30, 2001, the Company recorded an unusual
charge of $2.8 million primarily related to the consolidation of certain
selling, general and administrative functions as well as a corporate
reorganization. The unusual charge is comprised of $2.4 million for personnel
and severance costs, attributed to approximately 41 employees, and $0.4 million
for lease and other contractual commitments. In addition to the unusual costs
accrued in the third quarter, the Company also incurred one-time costs of $2.0
million related to plant consolidations that was included in cost of goods sold
for the three months ended September 30, 2001. There were no such charges for
the same period in 2000.
16
NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2000
Net sales for the nine months ended September 30, 2001 were $337.3 million, a
decrease of $90.9 million, or 21.2%, compared to the nine months ended September
30, 2000. This decrease was primarily the result of lower volume from weak
general economic conditions in the United States, including reduced demand from
customers supplying the automotive, electronics and data communications and
industrial markets and the result of a lower average cost and selling price of
copper. The average price of copper based on COMEX declined from $0.83 per pound
during the nine months ended September 30, 2000 to $0.75 per pound during the
nine months ended September 30, 2001.
Cost of goods sold excluding unusual costs related to plant consolidations as a
percentage of sales increased to 77.1% for the nine months ended September 30,
2001, from 74.1% for the nine months ended September 30, 2000. This change was
due primarily to lower pricing under new agreements with customers who supply
the automotive industry and operating inefficiencies associated with lower
production levels. These operating inefficiencies have been partially offset by
plant closures, headcount reductions other cost reduction and containment
actions taken by the Company and the impact of lower copper prices.
Selling, general and administrative expenses decreased $7.0 million to $28.7
million for the nine months ended September 30, 2001, compared to $35.7 million
for the same period in 2000 due to headcount reductions and other cost reduction
and containment actions taken by the Company.
Depreciation and amortization was $27.1 million for the nine months ended
September 30, 2001, compared to $27.7 million for the same period in 2000.
During the nine months ended September 30, 2001, the Company announced its plan
for a realignment of its insulated wire production and initiated the closure of
five of its manufacturing facilities located in Alabama and Indiana. The
production capacity for these locations is being primarily transferred and
consolidated into the Company's existing manufacturing facilities in Texas and
its remaining Indiana facilities, which are being expanded, as necessary, to
accommodate the production transfer. In addition to the plant consolidations
announced in the first and second quarters, the Company recently purchased an
existing plant site for a "greenfield" insulated wire operation in Mexico. This
plant is located in Durango, Mexico, which is approximately 600 miles from the
U.S./Mexican border. The startup of this Mexican facility began in the third
quarter, and the Company anticipates that the plant will be in full production
by the end of the second quarter of 2002.
In connection with the plant closures and selling, general and administrative
headcount reductions announced in the third quarter, the Company anticipates
that 174 employees will be terminated, all of whom have been notified by the
Company. Through September 30, 2001, 117 employees have been terminated. Four of
the five plant closures announced by the Company have been completed by
September 30, 2001. Management estimates that the fifth plant closure will be
complete by the end of the first quarter of 2002.
Unusual charges from plant closures and selling, general and administrative
headcount reductions for the nine months ended September 30, 2001 were $6.7
million. The Company incurred additional costs of $3.7 million related to plant
consolidations that was included in cost of goods sold for the nine months ended
September 30, 2001. There were no similar charges for the same period in 2000.
LIQUIDITY AND CAPITAL RESOURCES
Inflation has not been a material factor affecting the Company's business. As a
result of the copper price pass-through arrangements that the Company has with
its customers, fluctuations in the price of copper have not, nor are expected to
have, a material impact on the Company's profitability. The Company's general
operating expenses, such as salaries, employee benefits and facilities costs are
subject to normal inflationary pressures.
Net cash provided by operating activities by continuing operations for the nine
months ended September 30, 2001 was $9.6 million, compared to $25.1 million for
the nine months ended September 30, 2000. This change was primarily due to lower
operating results, including additional costs related to plant consolidations,
partially offset by reduced interest and tax payments.
17
Net cash used in investing activities, representing capital expenditures, was
$20.5 million for the nine months ended September 30, 2001, compared to $15.1
million for the nine months ended September 30, 2000. The change was due, in
part, to additional capital expenditures required for plant consolidations and
the acquisition of the production facility in Mexico. Capital expenditures for
the nine months ended September 30, 2000 include $1.0 million related to
discontinued operations.
Net cash provided by financing activities was $0.0 million, representing the net
borrowing of long-term obligations, for the nine months ended September 30,
2001, compared to $7.8 million for the nine months ended September 30, 2000. In
March 2000, the Company generated $208.5 million in proceeds from the sale of
the Wire Harness Segment, net of transaction costs of $1.5 million. The Company
applied substantially all of the net proceeds from this sale for repayment of
outstanding obligations under the Company's Amended and Restated Credit
Agreement (the "Credit Agreement").
The Company's ability to fund its liquidity and capital requirements and to pay
its indebtedness is limited to its ability to receive dividends and other
distributions from its subsidiaries. The Credit Agreement and the Company's
Senior Notes prohibit the Company from imposing certain restrictions on the
ability of its subsidiaries to pay dividends or make other distributions to the
Company.
The Company's primary sources of liquidity are cash flows from operations and
borrowings under the Credit Agreement. The Company's principal use of its
liquidity is to pay interest on its indebtedness and to fund its working capital
requirements.
The Credit Agreement provides for senior secured borrowings of up to $1.4
million under a term facility (the "Term Facility") and up to $75 million under
a revolving loan and letter of credit facility (the "Revolver"). Availability
under the Revolver has been limited by agreement between the Company and its
lenders to $40 million through December 31, 2001. As of September 30, 2001,
there were borrowings of $1.4 million outstanding under the Term Facility and
$21.7 million in letters of credit issued under the Revolver. Mandatory
principal payments are due in quarterly installments under the Term Facility,
with the final installment payable on September 30, 2002. The Revolver also
terminates on September 30, 2002.
On November 9, 2001, the lenders granted a waiver under the Credit Agreement
waiving the Company's noncompliance with certain financial covenants at and for
the period ending September 30, 2001. The waiver expires on December 31, 2001.
The Company is in the process of refinancing the Credit Agreement with a new
credit facility (the "New Bank Facility"). In connection therewith, the Company
has received a commitment letter from a leading commercial bank (the
"Commitment Letter") to provide the New Bank Facility. Based on the terms
included in the Commitment Letter, if obtained, the New Bank Facility will
provide a revolving loan and letter of credit facility of $70.0 million subject
to certain borrowing base requirements and will mature on January 15, 2005. The
Company anticipates that, if obtained, the proceeds from the New Bank Facility
will be used to repay the balance under the Credit Agreement and to finance
on-going working capital and other operating needs of the Company. In addition,
letters of credit outstanding under the Credit Agreement will be incorporated
into the New Bank Facility. Although there can be no assurances that the New
Bank Facility will be obtained on the terms described herein, or at all, the New
Bank Facility is expected to close on December 10, 2001.
The Company anticipates that cash flow from operations and borrowings under the
Credit Agreement, and thereafter, the New Bank Facility, will be sufficient to
meet the Company's working capital needs for the foreseeable future.
RECENTLY ISSUED ACCOUNTING STANDARDS
In July 2001, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets."
SFAS No. 141 supercedes Accounting Principles Board Opinion ("APB") No. 16,
"Business Combinations." The most significant changes made by SFAS No. 141 are:
(1) requiring that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001, (2) establishing specific criteria
for the recognition of intangible assets separately from goodwill, and (3)
requiring unallocated negative goodwill to be written off immediately as an
extraordinary gain (instead of being deferred and amortized).
SFAS No. 142 supercedes APB No. 17, "Intangible Assets." SFAS No. 142 primarily
addresses the accounting for goodwill and intangible assets subsequent to their
acquisition (i.e., the post-acquisition accounting). The provisions of SFAS No.
142 will be effective for fiscal years beginning after December 15, 2001. The
most significant changes made by SFAS No. 142 are: (1) goodwill and indefinite
lived intangible assets will no longer be amortized, (2) goodwill will be tested
for impairment at least annually at the reporting unit level, (3) intangible
assets deemed to have an indefinite life will be tested for impairment at least
annually, and (4) the amortization period of intangible assets with finite lives
will no longer be limited to forty years.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-lived Assets." SFAS No. 144 supercedes SFAS No. 121,
"Accounting for the Impairment of Long-lived Assets and Assets to be
18
Disposed of" and the accounting and reporting provisions of APB No. 30,
"Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions." SFAS No. 144 also amends Accounting Research Bulletin
No. 51, "Consolidated Financial Statements," to eliminate the exception to
consolidation for a subsidiary for which control is likely to be temporary. The
provisions of SFAS No. 144 will be effective for fiscal years beginning after
December 15, 2001. The most significant changes made by SFAS No. 144 are: (1)
removes goodwill from its scope and, therefore, eliminates the requirements of
SFAS No. 121 to allocate goodwill to long-lived assets to be tested for
impairment, and (2) describes a probability-weighted cash flow estimation
approach to deal with situations in which alternative courses of action to
recover the carrying amount of long-lived assets are under consideration or a
range is estimated for the amount of possible future cash flows.
The Company has not yet determined the effect SFAS No.'s 141, 142 and 144 will
have on its consolidated financial position or results of operations.
19
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
In accordance with Item 305 of Regulation S-K, the Company provided quantitative
and qualitative information about market risk in "Item 7a. Quantitative and
Qualitative Disclosures About Market Risk" of the Company's Annual Report on
Form 10-K filed with the Securities and Exchange Commission for the year ended
December 31, 2000. There have been no material changes to the information
disclosed in the Company's Annual Report on Form 10-K filed with the Securities
and Exchange Commission for the year ended December 31, 2000.
20
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
10.26 Agreement and Waiver to the Amended and Restated Credit Agreement,
dated as of November 9, 2001, among International Wire Group, Inc.,
International Wire Holding Company, Camden Wire Company, Inc., the Several
Lenders from time to time parties thereto, the Chase Manhattan Bank, as
Administrative Agent, and Bankers Trust Company, as Documentation Agent.
(b) Report on Form 8-K filed July 19, 2001, reporting Item 5. We announced the
resignation of James N. Mills as Chief Executive Officer of the Registrant.
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: November 14, 2001 By: /s/ GLENN HOLLER
-----------------------------------------
Name: Glenn J. Holler
Title: Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
22
(a) Exhibits
10.26 Agreement and Waiver to the Amended and Restated Credit Agreement,
dated as of November 9, 2001, among International Wire Group, Inc.,
International Wire Holding Company, Camden Wire Company, Inc., the Several
Lenders from time to time parties thereto, the Chase Manhattan Bank, as
Administrative Agent, and Bankers Trust Company, as Documentation Agent.
23