SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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 by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
YES [ ] NO [X]
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 APRIL 30, 2003
----- --------------
Common Stock 1,000
INTERNATIONAL WIRE GROUP, INC.
INDEX
PART I - FINANCIAL INFORMATION Page
----
Item 1. Consolidated Financial Statements (Unaudited):
Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002 ....................... 3
Consolidated Statements of Operations for the three months ended March 31, 2003 and 2002 ..... 4
Consolidated Statements of Cash Flows for the three months ended March 31, 2003 and 2002 ..... 5
Notes to Consolidated Financial Statements ................................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ... 15
Item 3. Quantitative and Qualitative Disclosure About Market Risk ............................... 18
Item 4. Controls and Procedures ................................................................. 19
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ........................................................ 20
SIGNATURES ......................................................................................... 21
CERTIFICATIONS ..................................................................................... 22
2
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
INTERNATIONAL WIRE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
MARCH 31, DECEMBER 31,
2003 2002
------------------------------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents........................................... $ 6,390 $ 2,546
Accounts receivable, less allowance of $7,399 and $7,080............ 65,890 58,690
Inventories......................................................... 59,280 61,044
Prepaid expenses and other.......................................... 9,420 10,880
---------------- ----------------
Total current assets.............................................. 140,980 133,160
Property, plant and equipment, net.................................. 122,761 126,486
Goodwill............................................................ 89,390 89,390
Other intangible assets............................................. 4,782 5,028
Deferred financing costs, net....................................... 4,981 4,800
Other assets........................................................ 4,503 4,646
---------------- ----------------
Total assets...................................................... $ 367,397 $ 363,510
================ ================
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Current liabilities:
Current maturities of long-term obligations......................... $ 8,057 $ 10,133
Accounts payable.................................................... 25,947 23,776
Accrued and other liabilities....................................... 11,830 12,313
Accrued payroll and payroll related items........................... 3,708 3,220
Customers' deposits................................................. 14,212 14,416
Accrued interest.................................................... 11,865 3,003
---------------- ----------------
Total current liabilities......................................... 75,619 66,861
Long-term obligations, less current maturities........................ 324,671 325,388
Other long-term liabilities........................................... 23,379 23,614
---------------- ----------------
Total liabilities................................................. 423,669 415,863
Stockholder's equity (deficit):
Common stock, $.01 par value, 1,000 shares
authorized, issued and outstanding................................ 0 0
Contributed capital................................................. 236,331 236,331
Carryover of predecessor basis...................................... (67,762) (67,762)
Accumulated deficit................................................. (225,544) (220,791)
Accumulated other comprehensive income (loss)....................... 703 (131)
---------------- ----------------
Total stockholder's equity (deficit).............................. (56,272) (52,353)
---------------- ----------------
Total liabilities and stockholder's equity (deficit).............. $ 367,397 $ 363,510
================ ================
See accompanying notes to the consolidated financial statements.
3
INTERNATIONAL WIRE GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(Unaudited)
THREE MONTHS
ENDED MARCH 31,
---------------------
2003 2002
---------------------
Net sales ........................................ $ 100,097 $ 100,443
Operating expenses:
Cost of goods sold ............................. 80,903 80,015
Selling, general and administrative expenses ... 7,540 8,234
Depreciation ................................... 5,930 6,121
Amortization ................................... 881 732
--------- ---------
Operating income ................................. 4,843 5,341
Other income (expense):
Interest expense ............................... (8,977) (9,020)
Amortization of deferred financing costs ....... (555) (534)
Other, net ..................................... 37 --
--------- ---------
Loss before income tax provision (benefit) and
change in accounting principle ................. (4,652) (4,213)
Income tax provision (benefit) ................... 101 (2,886)
--------- ---------
Loss before change in accounting principle ....... (4,753) (1,327)
Change in accounting for goodwill, net of
$19,408 tax benefit ............................ -- (54,504)
--------- ---------
Net loss ......................................... $ (4,753) $ (55,831)
========= =========
See accompanying notes to the consolidated financial statements.
4
INTERNATIONAL WIRE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(Unaudited)
THREE MONTHS
ENDED MARCH 31,
-----------------------
2003 2002
-----------------------
Cash flows provided by (used in) operating activities:
Net loss ...................................................... $ (4,753) $ (55,831)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation ................................................ 5,930 6,121
Amortization ................................................ 881 732
Amortization of deferred financing costs .................... 555 534
Provision for doubtful accounts ............................. 322 701
Change in accounting for goodwill ........................... -- 54,504
Change in assets and liabilities:
Accounts receivable ....................................... (7,164) (10,630)
Inventories ............................................... 1,956 1,227
Prepaid expenses and other ................................ 986 (2,953)
Accounts payable .......................................... 2,025 2,514
Accrued and other liabilities ............................. 1,037 (1,039)
Accrued payroll and payroll related items ................. 488 (1,339)
Customers' deposits ....................................... (204) (126)
Accrued interest .......................................... 8,388 8,803
Other long-term liabilities ............................... (244) (1,061)
---------- ----------
Net cash provided by continuing operations ............ 10,203 2,157
Net cash provided by (used in) discontinued operations ....... (1,628) 1,337
---------- ----------
Net cash from operating activities ............... 8,575 3,494
---------- ----------
Cash flows used in investing activities:
Capital expenditures by continuing operations ............. (1,985) (1,372)
---------- ----------
Net cash used in investing activities ............ (1,985) (1,372)
---------- ----------
Cash flows provided by (used in) financing activities:
Repayment of long-term obligations ........................ (349) (422)
Repayment under the Credit Agreement ...................... (1,970) --
Financing fees ............................................ (736) --
---------- ----------
Net cash used in financing activities ............ (3,055) (422)
---------- ----------
Effects of exchange rate changes on cash and cash equivalents ... 309 (63)
---------- ----------
Net change in cash and cash equivalents .......... 3,844 1,637
Cash and cash equivalents at beginning of the period ............ 2,546 8,017
---------- ----------
Cash and cash equivalents at end of the period .................. $ 6,390 $ 9,654
========== ==========
Cash interest ................................................... $ 8,977 $ 9,020
========== ==========
See accompanying notes to the consolidated financial statements.
5
INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
(Unaudited)
1. 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 and results of operations of International Wire
Group, Inc. (the "Company"). The results for the three months ended
March 31, 2003 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, 2002.
Recently Issued Accounting Standards
In January 2003, the Financial Accounting Standards Board issued
Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest
Entities," ("VIEs"), an interpretation of Accounting Research Bulletin
No. 51, "Consolidated Financial Statements," to improve financial
reporting of special purpose and other entities. In accordance with the
interpretation, business enterprises that represent the primary
beneficiary of another entity by retaining a controlling financial
interest in that entity's assets, liabilities, and results of operating
activities must consolidate the entity in their financial statements.
Prior to the issuance of FIN 46, consolidation generally occurred when
an enterprise controlled another entity through voting interests.
Certain VIEs that are qualifying special purpose entities ("QSPEs")
subject to the reporting requirements of SFAS 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of
Liabilities," will not be required to be consolidated under the
provisions of FIN 46. The consolidation provisions of FIN 46 apply to
VIEs created or entered into after January 31, 2003, and for
pre-existing VIEs in the first reporting period beginning after June
15, 2003. If applicable, transition rules allow the restatement of
financial statements or prospective application with a cumulative
effect adjustment. In addition, FIN 46 expands the disclosure
requirements for the beneficiary of a significant or a majority of the
variable interests to provide information regarding the nature, purpose
and financial characteristics of the entities. The Company does not
believe that the adoption of FIN 46 will have a material effect on its
financial statements.
SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure, an Amendment of FASB Statement No. 123," was issued in
December 2002. The statement amends FASB No. 123, "Accounting for
Stock-Based Compensation," to provide alternative methods of transition
for a voluntary change to the fair value based method of accounting for
stock-based employee compensation. In addition, this statement amends
the disclosure requirements of Statement No. 123 to require prominent
disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the
effect of the method used on reported results. SFAS No. 148 is
effective for the Company's financial statements ending December 31,
2002. However, since the Company continued to use the ABP 25 approach
to its stock option accounting, the adoption of SFAS No. 148 did not
have a material effect on its financial position or results of
operations. The disclosure requirements of SFAS 148 are included
herein.
In April of 2003, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities" ("SFAS
No. 149"). SFAS No. 149 clarifies the definition of a derivative and
amends the implementation guidance of Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS No. 133"). SFAS No. 149 is effective for
contracts entered into or modified after June 30, 2003, except for
hedging relationships designated after June 30, 2003. The provisions of
SFAS No. 149, which amend implementation guidance of SFAS No. 133, are
effective for fiscal quarters that began prior to June 15, 2003. The
Company adopted certain provisions of SFAS No. 149 and determined that
there is not a financial impact on the quarter ended March 31, 2003.
The Company will evaluate the remaining provisions of SFAS No. 149 that
are not effective until June 30, 2003.
2. CHANGE IN ACCOUNTING FOR GOODWILL AND OTHER INTANGIBLE ASSETS
In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets," which addresses financial accounting and reporting
for acquired goodwill and other intangible assets. Under SFAS No. 142,
6
goodwill is no longer amortized and the rules for measuring goodwill
impairment use a fair-value-based test. Under the new rules, a fair
value of each of the Company's reporting units with assigned goodwill
must be calculated using either market comparables or a discounted cash
flow approach, or a combination thereof. Once the fair value of the
reporting unit has been determined, the fair value of net assets,
including intangibles, of that reporting unit must be compared to the
total market value derived in the first step to determine impairment.
The Company adopted SFAS No. 142 as of January 1, 2002. Accordingly,
the Company stopped the amortization of goodwill effective January
1, 2002.
In completing the impairment test required under SFAS No. 142, the
Company determined the estimated fair value of its various reporting
units and compared that amount to their respective carrying values.
Based on this calculation, the Company determined that an impairment
existed primarily related to insulated wire operations obtained through
the acquisition of Wirekraft Industries, Inc. in 1992 and the
acquisition of a group of affiliated companies collectively referred to
as Dekko Wire Technology Group in 1996. To determine the amount of the
impairment, the Company calculated the "implied fair value" of goodwill
for each impaired reporting unit in the same manner as the amount of
goodwill recognized in a business combination is determined. The
Company then recognized an impairment charge to write-off goodwill in
the amount of $54,504, net of tax benefit of $19,408 in the first
quarter of 2002, representing the excess carrying amount of goodwill
over the "implied fair value" of goodwill for the impaired reporting
units. In the fourth quarter of 2002, an additional impairment of
$24,355 was recorded as a result of a further decline in the fair value
of these reporting units. There was no such impairment in the first
quarter of 2003.
3. IMPAIRMENT, UNUSUAL AND PLANT CLOSING CHARGES
During the first quarter of 2001, the Company recorded its first of a
series of impairment, unusual and plant closing charges related to its
plan which called for the realignment of capacity, a consolidation of
production facilities and a reorganization of selling, general and
administrative functions. In total, the Company announced the closure
of seven facilities in 2001 as well as certain selling, general and
administrative consolidations and a corporate reorganization. The
Company completed the closure of six of the facilities by the end of
2001, and the closure of the remaining facility in the first quarter of
2003. The production capacity from the closed locations was primarily
transferred and consolidated into the Company's existing manufacturing
facilities in Indiana, Texas and New York locations, which were
expanded, as necessary, to accommodate the production transfer. In
addition to the plant consolidations announced during 2001, the Company
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 south of the U.S./Mexican border. The startup
of this Mexican facility began in the third quarter of 2001, and
production and shipments to customers began in the third quarter of
2002.
A summary of activity related to plant closings is as follows:
INSULATED
WIRE BARE WIRE
CORPORATE PRODUCTS PRODUCTS CONSOLIDATED
------------ ------------ ------------ ------------
THREE MONTHS ENDED MARCH 31, 2003
Balance, beginning of period ........... $ 480 $ 537 $ 219 $ 1,236
Charges to operations:
Facility shut-down costs .......... -- -- -- --
Personnel and severance costs ..... -- -- -- --
------------ ------------ ------------ ------------
-- -- -- --
------------ ------------ ------------ ------------
Cash payments:
Facility shut-down costs .......... -- (44) (67) (111)
Personnel and severance costs ..... (18) -- (3) (21)
------------ ------------ ------------ ------------
(18) (44) (70) (132)
------------ ------------ ------------ ------------
Balance, end of period ................. $ 462 $ 493 $ 149 $ 1,104
============ ============ ============ ============
INSULATED
WIRE BARE WIRE
CORPORATE PRODUCTS PRODUCTS CONSOLIDATED
------------ ------------ ------------ ------------
THREE MONTHS ENDED MARCH 31, 2002
Balance, beginning of period ........... $ 1,920 $ 1,240 $ 1,368 $ 4,528
Charges to operations:
Facility shut-down costs .......... -- -- -- --
Personnel and severance costs ..... -- -- -- --
------------ ------------ ------------ ------------
-- -- -- --
------------ ------------ ------------ ------------
Cash payments:
Facility shut-down costs .......... (20) (175) (327) (522)
Personnel and severance costs ..... (333) (129) -- (462)
------------ ------------ ------------ ------------
(353) (304) (327) (984)
------------ ------------ ------------ ------------
Balance, end of period ................. $ 1,567 $ 936 $ 1,041 $ 3,544
============ ============ ============ ============
4. STOCK OPTION PLANS
As allowed under SFAS No. 123, "Accounting for Stock-Based
Compensation," the Company applies APB Opinion No. 25, "Accounting for
Stock Issued to Employees," and related Interpretations in accounting
for its stock option plans. Accordingly, no compensation cost has been
recognized as options are issued at exercise prices equal to the market
value at date of grant. Had compensation cost for the respective option
plans been determined based upon the fair value at the grant date for
awards under these plans consistent with the methodology prescribed
under SFAS No. 123, the Company's net loss for the quarters ending
March 31, 2003 and 2002, would approximate the following:
MARCH 31,
-----------------------
PRO FORMA NET LOSS: 2003 2002
---- ----
Reported net loss .......................................... $ (4,753) $ (55,831)
Add: Stock-based employee compensation expense
included in reported income, net of related
tax effects .......................................... -- --
Less: Total stock-based employee compensation expense
determined under fair value based methods for all
awards, net of related tax effects ................... (53) (32)
---------- ---------
Pro forma net loss ......................................... $ (4,806) $ (55,863)
========== =========
5. INVENTORIES
The composition of inventories is as follows:
MARCH 31, DECEMBER 31,
2003 2002
---- ----
Raw materials............................................... $ 10,221 $ 15,051
Work-in-process ............................................ 24,075 22,561
7
Finished goods ............................................. 24,984 23,432
---------- ----------
Total $ 59,280 $ 61,044
========== ==========
The carrying value of inventories on a last-in, first-out basis, at
March 31, 2003 and December 31, 2002, approximates their current cost.
6. LONG-TERM OBLIGATIONS
The composition of long-term obligations at March 31, 2003 and December
31, 2002 is as follows:
MARCH 31, DECEMBER 31,
2003 2002
---- ----
Second Amended and Restated Credit Agreement................ $ 5,025 $ 6,995
Senior Subordinated Notes................................... 150,000 150,000
Series B Senior Subordinated Notes.......................... 150,000 150,000
Series B Senior Subordinated Notes Premium.................. 4,655 5,129
Industrial revenue bonds.................................... 15,500 15,500
Other....................................................... 7,548 7,897
---------- ----------
332,728 335,521
Less, current maturities.................................... 8,057 10,133
---------- ----------
$ 324,671 $ 325,388
========== ==========
The schedule of principal payments for long-term obligations, excluding
premium, at March 31, 2003 is as follows:
2003 ...................................................... $ 5,845
2004 ...................................................... 336
2005 ...................................................... 311,887
2006 ...................................................... 2,405
2007 ...................................................... 184
Thereafter ................................................ 7,416
---------
Total ................................................... $ 328,073
=========
Second Amended and Restated Credit Agreement
On December 20, 2001, the Company entered into the Second Amended and
Restated Credit Agreement (the "Credit Agreement") with certain
financial institutions. On March 25, 2003, the Company and the
financial institutions that are parties to the Credit Agreement entered
into a Second Amendment to the Credit Agreement. Borrowings under the
Credit Agreement are collateralized by first priority mortgages and
liens on all domestic assets of the Company and its domestic
subsidiaries. In addition, borrowings under the Credit Agreement are
guaranteed by International Wire Holding Company, the sole shareholder
of the Company. The Credit Agreement consists of a $70,000 revolving
credit facility, subject to certain borrowing base requirements, that
will mature on January 15, 2005. The Credit Agreement provides that a
portion of the Credit Agreement, not in excess of $35,000, is available
for the issuance of letters of credit. At March 31, 2003, the Company
had $25,431 in outstanding letters of credit under the Credit
Agreement.
The Company's obligations under the Credit Agreement 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 2.50% or
(b) the Eurodollar Rate (as defined in the Credit Agreement) plus
3.50%. The Alternate Base Rate and Eurodollar Rate margins are
established quarterly based on a formula as defined in the Credit
Agreement. Interest payment dates vary depending on the interest rate
option to which the Credit Agreement is tied, but generally interest is
payable quarterly. The Credit Agreement contains several financial
covenants which, among other things, require the Company to maintain
certain financial ratios and restrict the Company's ability to incur
indebtedness, make capital expenditures and pay dividends. The
8
Company had $5,025 in outstanding borrowings under the Credit Agreement
at March 31, 2003 and was in compliance with all related covenants.
Senior Subordinated Notes and Series B Senior Subordinated Notes
The Senior Subordinated Notes and the Series B Notes (collectively, the
"Senior Subordinated Notes") were issued under similar indentures (the
"Indentures") dated June 12, 1995 and June 17, 1997, respectively. The
Senior Subordinated Notes represent unsecured general obligations of
the Company and are subordinated to all Senior Debt (as defined in the
Indentures) of the Company.
The Senior Subordinated 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, International Wire Group SAS, Tresse Metallique J. Forissier,
S.A., Cablerie E. Charbonnet, S.A., IWG Services Co., S de RL de CV,
IWG Durango, S de RL de CV (the "Non-Guarantor Subsidiaries"). Each of
the Guarantor Subsidiaries and Non-Guarantor Subsidiaries is wholly
owned by the Company.
The Senior Subordinated Notes mature on June 1, 2005. Interest on the
Senior Subordinated Notes is payable semi-annually on each June 1 and
December 1. The Senior Subordinated Notes bear interest at the rate of
11.75% per annum. The Senior Subordinated Notes are redeemable, at the
Company's option, at the redemption price of 102.0% at March 31, 2003.
The redemption price decreases to 100% at June 1, 2003, and thereafter,
with accrued interest.
The Senior Subordinated 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 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.
7. BUSINESS SEGMENT INFORMATION
The Company conducts its operations through one business segment.
8. RELATED PARTY TRANSACTIONS
In connection with the sale of the Company's former wire harness
business to Viasystems International, Inc. ("Viasystems") the Company
entered into an agreement to supply substantially all of their
insulated wire requirements through December 2005. At the time of the
sale, the Company and Viasystems were commonly controlled by affiliates
of Hicks, Muse, Tate & Furst, Incorporated. For the three months ended
March 31, 2003 and 2002, the Company has sales to Viasystems of $7,834
and $8,258, respectively. The outstanding trade receivables were $7,962
and $6,990 at March 31, 2003 and December 31, 2002, respectively.
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 majority shareholder, chairman and a
director is the President and Chief Operating Officer of the Company.
In addition, the Vice President - Finance of the Company holds a
minority ownership interest and is a director. Sales to Prime for three
months ended March 31, 2003 and 2002 were $2,835 and $0, respectively.
The outstanding trade receivables were $384 and $72 at March 31, 2003
and December 31, 2002, respectively. Sales to Prime were made under
arms-length prices and terms comparable to those of other companies in
the industry.
9. GUARANTOR SUBSIDIARIES
9
The Senior Subordinated Notes are fully and unconditionally (as well as
jointly and severally) guaranteed on an unsecured, senior subordinated
basis by each subsidiary of the Company other than the Non-Guarantor
Subsidiaries. Each of the Guarantor Subsidiaries and Non-Guarantor
Subsidiaries is wholly owned by the Company.
The following 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. Given the size of the Non-Guarantor Subsidiaries relative
to the Company on a consolidated basis, separate financial statements
of the respective Guarantor Subsidiaries are not presented because
management has determined that such information is not material in
assessing the Guarantor Subsidiaries.
10
INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
TOTAL
TOTAL NON-
COMPANY GUARANTOR GUARANTOR ELIMINATIONS TOTAL
-----------------------------------------------------------
BALANCE SHEET
AS OF MARCH 31, 2003
ASSETS
Cash ......................................... $ -- $ 3,925 $ 2,465 $ -- $ 6,390
Accounts receivable .......................... -- 49,543 16,347 -- 65,890
Inventories .................................. -- 49,524 9,756 -- 59,280
Other current assets ......................... -- 8,131 1,289 -- 9,420
--------- --------- --------- --------- ---------
Total current assets ................ -- 111,123 29,857 -- 140,980
Property, plant and equipment, net ........... -- 94,897 27,864 -- 122,761
Investment in subsidiaries ................... 335,635 -- -- (335,635) --
Intangible and other assets .................. 6,410 92,999 4,247 -- 103,656
--------- --------- --------- --------- ---------
Total assets ........................ $ 342,045 $ 299,019 $ 61,968 $(335,635) $ 367,397
========= ========= ========= ========= =========
LIABILITIES AND STOCKHOLDER'S
EQUITY (DEFICIT)
Current liabilities .......................... $ 18,912 $ 47,875 $ 8,832 $ -- $ 75,619
Long-term obligations, less current
maturities ............................... 307,633 17,038 -- -- 324,671
Other long-term liabilities .................. -- 22,592 787 -- 23,379
Intercompany (receivable) payable ............ 4,713 (35,937) 31,224 -- --
--------- --------- --------- --------- ---------
Total liabilities ................... 331,258 51,568 40,843 -- 423,669
--------- --------- --------- --------- ---------
Stockholder's equity (deficit):
Common stock .............................. 0 0 0 0 0
Contributed capital ....................... 236,331 297,106 11,887 (308,993) 236,331
Carryover of predecessor basis ............ -- (67,762) -- -- (67,762)
Retained earnings (accumulated deficit) ... (225,544) 18,107 8,535 (26,642) (225,544)
Accumulated other comprehensive income .... -- -- 703 -- 703
--------- --------- --------- --------- ---------
Total stockholder's equity (deficit) ......... 10,787 247,451 21,125 (335,635) (56,272)
--------- --------- --------- --------- ---------
Total liabilities and stockholder's
equity (deficit) ...................... $ 342,045 $ 299,019 $ 61,968 $(335,635) $ 367,397
========= ========= ========= ========= =========
11
INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
TOTAL
TOTAL NON-
COMPANY GUARANTOR GUARANTOR ELIMINATIONS TOTAL
-----------------------------------------------------------
BALANCE SHEET
AS OF DECEMBER 31, 2002
ASSETS
Cash ......................................... $ -- $ 846 $ 1,700 $ -- $ 2,546
Accounts receivable .......................... -- 41,034 17,656 -- 58,690
Inventories .................................. -- 50,288 10,756 -- 61,044
Other current assets ......................... -- 9,635 1,245 -- 10,880
--------- --------- --------- --------- ---------
Total current assets ................ -- 101,803 31,357 -- 133,160
Property, plant and equipment, net ........... -- 95,836 30,650 -- 126,486
Investment in subsidiaries ................... 339,887 -- -- (339,887) --
Intangible and other assets .................. 6,373 93,037 4,454 -- 103,864
--------- --------- --------- --------- ---------
Total assets ........................ $ 346,260 $ 290,676 $ 66,461 $(339,887) $ 363,510
========= ========= ========= ========= =========
LIABILITIES AND STOCKHOLDER'S
EQUITY (DEFICIT)
Current liabilities .......................... $ 11,947 $ 46,851 $ 8,063 $ -- $ 66,861
Long-term obligations, less current
maturities ............................... 308,157 17,231 -- -- 325,388
Other long-term liabilities .................. -- 22,767 847 -- 23,614
Intercompany (receivable) payable ............ 10,616 (49,209) 38,593 -- --
--------- --------- --------- --------- ---------
Total liabilities ................... 330,720 37,640 47,503 -- 415,863
--------- --------- --------- --------- ---------
Stockholder's equity (deficit):
Common stock .............................. 0 0 0 0 0
Contributed capital ....................... 236,331 297,105 11,888 (308,993) 236,331
Carryover of predecessor basis ............ -- (67,762) -- -- (67,762)
Retained earnings (accumulated deficit) ... (220,791) 23,693 7,201 (30,894) (220,791)
Accumulated other comprehensive loss ...... -- -- (131) -- (131)
--------- --------- --------- --------- ---------
Total stockholder's equity (deficit) ......... 15,540 253,036 18,958 (339,887) (52,353)
--------- --------- --------- --------- ---------
Total liabilities and stockholder's
equity (deficit) ................... $ 346,260 $ 290,676 $ 66,461 $(339,887) $ 363,510
========= ========= ========= ========= =========
12
INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
TOTAL
TOTAL NON-
COMPANY GUARANTOR GUARANTOR ELIMINATIONS TOTAL
-----------------------------------------------------------
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED
MARCH 31, 2003
Net sales ............................................. $ -- $ 80,735 $ 19,362 $ -- $ 100,097
Operating expenses:
Cost of goods sold ................................ -- 65,546 15,357 -- 80,903
Selling, general and administrative expenses ...... -- 6,329 1,211 -- 7,540
Depreciation and amortization ..................... 144 5,610 1,057 -- 6,811
--------- --------- --------- --------- ---------
Operating income (loss) ............................... (144) 3,250 1,737 -- 4,843
Other income (expense):
Interest income (expense) ......................... 198 (8,835) (340) -- (8,977)
Amortization of deferred financing costs .......... (555) -- -- -- (555)
Equity in net income (loss) of subsidiaries ....... (4,252) -- -- 4,252 --
Other, net ........................................ -- -- 37 -- 37
--------- --------- --------- --------- ---------
Income (loss) before tax provision ................... (4,753) (5,585) 1,434 4,252 (4,652)
Income tax provision .................................. -- -- 101 -- 101
--------- --------- --------- --------- ---------
Net income (loss) ..................................... $ (4,753) $ (5,585) $ 1,333 $ 4,252 $ (4,753)
========= ========= ========= ========= =========
TOTAL
TOTAL NON-
COMPANY GUARANTOR GUARANTOR ELIMINATIONS TOTAL
------------------------------- -------------------------------------------
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED
MARCH 31, 2002
Net sales........................................ $ -- $ 85,562 $ 14,881 $ -- $ 100,443
Operating expenses:
Cost of goods sold............................ -- 68,560 11,455 -- 80,015
Selling, general and administrative expenses.. -- 7,216 1,018 -- 8,234
Depreciation and amortization ................ 180 5,805 868 -- 6,853
---------- ----------- ----------- ------------ ----------
Operating income (loss).......................... (180) 3,981 1,540 -- 5,341
Other income (expense):
Interest expense............................... (8,504) (164) (352) -- (9,020)
Amortization of deferred financing costs....... (534) -- -- -- (534)
Equity in net income (loss) of subsidiaries.... (46,613) -- -- 46,613 --
---------- ----------- ----------- ------------ ----------
Income (loss) before tax provision (benefit)
and change in accounting principle............. (55,831) 3,817 1,188 46,613 (4,213)
Income tax provision (benefit)................... -- (2,907) 21 -- (2,886)
---------- ----------- ----------- ----------- ---------
Income (loss) before change in accounting
principle for goodwill, net of tax benefit..... (55,831) 6,724 1,167 46,613 (1,327)
Change in accounting principle................... -- (49,794) (4,710) -- (54,504)
---------- ----------- ----------- ------------ ----------
Net income (loss)................................ $ (55,831) $ (43,070) $ (3,543) $ 46,613 $ (55,831)
========== =========== =========== ============ ==========
13
INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
TOTAL
TOTAL NON-
COMPANY GUARANTOR GUARANTOR ELIMINATIONS TOTAL
--------------------------------------------------------------------------
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED
MARCH 31, 2003
Net cash provided by (used in) operating
activities................................. $ 1,970 $ 9,155 $ (2,550) $ -- $ 8,575
---------- --------- --------- ---------- ----------
Cash flows provided by (used in) investing
activities for capital expenditures........ -- (4,991) 3,006 -- (1,985)
---------- --------- --------- ---------- ----------
Cash flows used in financing activities:
Repayment of long-term obligations....... -- (349) -- -- (349)
Repayment under the Credit Agreement..... (1,970) -- -- -- (1,970)
Financing fees........................... -- (736) -- -- (736)
---------- --------- --------- ---------- ----------
Net cash used in financing activities........ (1,970) (1,085) -- -- (3,055)
---------- --------- --------- ---------- ----------
Effect of exchange rate changes
on cash and cash equivalents............... -- -- 309 -- 309
---------- --------- --------- ---------- ----------
Net change in cash and cash equivalents...... $ -- $ 3,079 $ 765 $ -- $ 3,844
========== ========= ========= ========== ==========
TOTAL
TOTAL NON-
COMPANY GUARANTOR GUARANTOR ELIMINATIONS TOTAL
---------------------------------------------------------------------
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED
MARCH 31, 2002
Net cash provided by operating activities.... $ -- $ 1,738 $ 1,756 $ -- $ 3,494
---------- --------- --------- ---------- --------
Cash flows used in investing activities for
capital expenditures....................... -- (346) (1,026) -- (1,372)
---------- --------- --------- ---------- --------
Cash flows used in financing activities for
repayment of long-term obligations......... -- (422) -- -- (422)
---------- --------- --------- ---------- --------
Effect of exchange rate changes on cash and
cash equivalents.......................... -- -- (63) -- (63)
---------- --------- --------- ---------- --------
Net change in cash and cash equivalents...... $ -- $ 970 $ 667 $ -- $ 1,637
========== ========= ========= ========== ========
14
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
condensed consolidated financial statements and the notes thereto included in
this Form 10-Q.
The Company has made 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 the
Company's possible or assumed future results of operations, business strategies,
financing plans, competitive position, potential growth opportunities, and the
effects of competition. For those statements, the Company claims 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. The Company does not have any intention or obligation to update
forward-looking statements after it files this Form 10-Q.
Many important factors could cause the Company's results to differ materially
from those expressed in forward-looking statements. These factors include, but
are not limited to, fluctuations in the Company's operating results and customer
orders, unexpected decreases in demand or increases in inventory levels, the
Company's competitive environment, the Company's reliance on its largest
customers, risks associated with the Company's international operations, and
other factors.
GENERAL
The following discussion and analysis includes the results of operations for the
three months ended March 31, 2003 compared to the three months ended March 31,
2002.
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 MARCH 31,
-------------------------
2003 2002
-------------------------
(In thousands)
Net sales....................................... $ 100,097 $ 100,443
Operating expenses:
Cost of goods sold............................ 80,903 80,015
Selling, general and administrative expenses.. 7,540 8,234
Depreciation and amortization................. 6,811 6,853
---------- ---------
Operating income................................ $ 4,843 $ 5,341
========== =========
THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THREE MONTHS ENDED MARCH 31, 2002
Net sales were $100.1 million and $100.4 million for the quarters ended March
31, 2003 and 2002, respectively. Sales for the quarter ended March 31, 2003 were
$0.3 million below comparable 2002 levels primarily from lower sales to
customers supplying the appliance industry, partially offset by increased sales
to automotive customers and a slight increase in the average cost and selling
price of copper. The average price of copper based upon COMEX increased to $0.76
per pound for the quarter ended March 31, 2003 from $0.72 per pound for the
quarter ended March 31, 2002.
Cost of goods sold as a percentage of sales increased to 80.8% for the quarter
ended March 31, 2003, from 79.7% for the same period in 2002. This change was
due primarily to competitive price pressures.
Selling, general and administrative expenses were $7.5 million for the quarter
ended March 31, 2003, compared to $8.2 million for the same period in 2002. This
decrease of $0.7 million was the result of continued cost reductions including
headcount reductions. These expenses, as a percent of net sales, decreased from
8.2% for the quarter ended March 31, 2002 to 7.5% for the quarter ended March
31, 2003.
Depreciation and amortization was $6.8 million for the quarter ended March 31,
2003, compared to $6.9 million for the same period in 2002.
The income tax provision for the three months ended March 31, 2003 was $0.1
million compared to a tax benefit of $2.9 million for the three months ended
March 31, 2002. A full valuation allowance was recorded in the fourth quarter of
2002. Accordingly, the $0.1 million tax provision in 2003 represents the
provision for state and foreign income taxes only.
LIQUIDITY AND CAPITAL RESOURCES
15
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, the principle raw material
used by the Company, have not, nor are expected to have, a material impact on
the Company's profitability. The Company is subject to normal inflationary
pressures with its other raw materials purchased as well as its general
operating expenses, such as salaries, employee benefits and facilities costs.
Working Capital and Cash Flows
Net cash provided by continuing operations was $10.2 million for the three
months ended March 31, 2003, compared to $2.2 million for the three months ended
March 31, 2002. The increase was primarily the result of lower working capital
requirements in the first quarter of 2003.
Net cash used in investing activities for capital expenditures was $2.0 million
for the three months ended March 31, 2003, compared to $1.4 million for the
three months ended March 31, 2002. The increase primarily related to
expenditures for cost reduction projects.
Net cash used in financing activities was $3.1 million for the three months
ended March 31, 2003, compared to $0.4 million for the three months ended March
31, 2002. The increase resulted from repayments of long-term obligations and
from financing fees paid for the Second Amendment to the Credit Agreement,
described below.
Financing Arrangements
On December 20, 2001, the Company entered into the Second Amended and Restated
Credit Agreement (the "Credit Agreement") with certain financial institutions.
On March 18, 2002, and on March 25, 2003, the Company and the financial
institutions that are parties to the Credit Agreement entered into a First
Amendment and Second Amendment to the Credit Agreement, respectively. Under the
terms of the amendments, certain financial and other covenants were modified to
provide the Company with greater operating flexibility. The amendments also
increased the interest rate payable on borrowings by 0.25% per annum.
Borrowings under the Credit Agreement are collateralized by first priority
mortgages and liens on all domestic assets of the Company and its domestic
subsidiaries. In addition, borrowings under the Credit Agreement are guaranteed
by International Wire Holding Company, the sole shareholder of the Company.
The Credit Agreement consists of a $70.0 million revolving credit facility,
subject to certain borrowing base requirements, that will mature on January 15,
2005. The Credit Agreement provides that a portion of the Credit Agreement, not
in excess of $35.0 million, is available for the issuance of letters of credit.
At March 31, 2003, the Company had $5.0 million in outstanding borrowings under
the Credit Agreement and $25.4 million in outstanding letters of credit under
the Credit Agreement. At March 31, 2003, based on the most recent borrowing
base calculation, the Company had available borrowing capacity under the Credit
Agreement of $55.0 million of which $24.5 million was available for borrowing.
The Company's obligations under the Credit Agreement 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 2.50% or (b) the Eurodollar Rate (as
defined in the Credit Agreement) plus 3.50%. The Alternate Base Rate and
Eurodollar Rate margins are established quarterly based on a formula as defined
in the Credit Agreement. Interest payment dates vary depending on the interest
rate option selected, but generally interest is payable quarterly. The Credit
Agreement contains several financial covenants which, among other things,
require the Company to maintain certain financial ratios and restrict the
Company's ability to incur indebtedness, make capital expenditures and pay
dividends. At March 31, 2003, the Company was in compliance with financial
covenants under the Credit Agreement.
The schedule below reconciles "EBITDA, as adjusted," to operating income as
determined in accordance with generally accepted accounting principles ("GAAP")
for all periods presented in the financial statements. EBITDA, as adjusted, is
defined as operating income plus depreciation, amortization of intangible
assets, impairment, unusual and plant closing charges and other non-cash
expense (income) items. EBITDA, as adjusted, is presented because (i) it is a
widely accepted indicator of a company's ability to incur and service debt and
(ii) it is the basis on which the Company's compliance with certain financial
covenants contained in the Credit Agreement is principally determined. However,
EBITDA, as adjusted, does not purport to represent cash provided by operating
activities as reflected in the Company's consolidated statements of cash flow,
is not a measure of financial performance under GAAP and should not be
considered in isolation or as a substitute for measures of performance prepared
in accordance with GAAP. Also, the measure of EBITDA, as adjusted, may not be
comparable to similar measures reported by other companies.
16
Three Months
Ended March 31,
----------------------
2003 2002
----------------------
(In thousands)
EBITDA, as adjusted................................. $ 11,654 $ 12,194
Depreciation and amortization....................... (6,811) (6,853)
-------- ----------
Operating income.................................... $ 4,843 $ 5,341
======== ==========
Liquidity
The principal raw material used in the Company's products is copper. The market
price of copper is subject to significant fluctuations. Working capital needs
change whenever the Company experiences a significant change in copper prices. A
$0.10 per pound change in the price of copper changes the Company's working
capital by approximately $3.3 million. The Company enters into contractual
relationships with most of its customers to adjust its prices based upon the
prevailing market prices on the COMEX. This approach is patterned after the
Company's arrangement with its copper suppliers and is designed to remove the
risk associated with fluctuating copper prices.
As of March 31, 2003, the Company had $6.4 million of cash and cash equivalents
and its working capital was $65.4 million. Giving effect to the Credit Agreement
amendments, as of March 31, 2003, the Company had available borrowing capacity
under the Credit Agreement of $55 million, of which $24.5 million was available
for borrowing.
We anticipate that our primary uses of cash for the next twelve months will be
for working capital requirements, for capital expenditures, estimated at
approximately $14.3 million, and for debt servicing, estimated at approximately
$40.3 million. The Company's primary sources of liquidity are cash on hand, cash
flows from operations and borrowings under the Credit Agreement. The Company
expects that these sources of cash will be sufficient to meet its requirements
for working capital, capital expenditures, and debt service over the next twelve
months. These expectations, however, assume that the Company's working capital
needs do not materially increase. Such assumption depends on a variety of
factors including the general state of the domestic economy, the market price of
copper, the Company's credit terms with its suppliers, and the Company's
relations with its customers. In the event that this assumption is incorrect and
the Company's working capital needs materially increase, the Company may need to
seek additional sources of liquidity through debt or equity financing.
RECENTLY ISSUED ACCOUNTING STANDARDS
In January 2003, the Financial Accounting Standards Board issued Interpretation
No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities," ("VIEs"), an
interpretation of Accounting Research Bulletin No. 51, "Consolidated Financial
Statements," to improve financial reporting of special purpose and other
entities. In accordance with the interpretation, business enterprises that
represent the primary beneficiary of another entity by retaining a controlling
financial interest in that entity's assets, liabilities, and results of
operating activities must consolidate the entity in their financial statements.
Prior to the issuance of FIN 46, consolidation generally occurred when an
enterprise controlled another entity through voting interests. Certain VIEs that
are qualifying special purpose entities ("QSPEs") subject to the reporting
requirements of SFAS 140, "Accounting for Transfers and Servicing of Financial
Assets and Extinguishment of Liabilities," will not be required to be
consolidated under the provisions of FIN 46. The consolidation provisions of FIN
46 apply to VIEs created or entered into after January 31, 2003, and for
pre-existing VIEs in the first reporting period beginning after June 15, 2003.
If applicable, transition rules allow the restatement of financial statements or
prospective application with a cumulative effect adjustment. In addition, FIN 46
expands the disclosure requirements for the beneficiary of a significant or a
majority of the variable interests to provide information regarding the nature,
purpose and financial characteristics of the entities. The Company does not
believe that the adoption of FIN 46 will have a material effect on its financial
statements.
SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure, an Amendment of FASB Statement No. 123," was issued in December
2002. The statement amends FASB No. 123, "Accounting for Stock-Based
Compensation," to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, this statement amends the disclosure requirements of
Statement No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. FASB No. 148
is effective for the Company's financial statements ending December 31, 2002.
However, since the Company continued to use the ABP 25 approach to its stock
option accounting, the adoption of SFAS 148 did not have a material effect on
its financial position or results of operations. The disclosure requirements of
SFAS 148 are included herein.
In April of 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" ("SFAS No. 149"). SFAS No. 149
clarifies the definition of a derivative and amends the implementation guidance
of Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS No. 133"). SFAS No. 149 is
effective for contracts entered into or modified after June 30, 2003, except for
hedging relationships designated after June 30, 2003. The provisions of SFAS No.
149, which amend implementation guidance of SFAS No. 149 and determined that
there is not a financial impact on the quarter ended March 31, 2003. The Company
will evaluate the remaining provisions of SFAS No. 149 that are not effective
until June 30, 2003.
17
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, 2002. There have been no material changes to such 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, 2002.
18
ITEM 4. CONTROLS AND PROCEDURES
(a) The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's
filings under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the periods specified in the rules and of
the Securities and Exchange Commission. Such information is accumulated and
communicated to the Company's management, including its chief executive
officer and chief financial officer, as appropriate, to allow timely
decisions regarding required disclosure. The Company's management,
including the chief executive officer and the chief financial officer,
recognized that any set of controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving
the desired control objectives.
Within 90 days prior to the filing date of this quarterly report on Form
10-Q, the Company has carried out an evaluation, under the supervision and
with the participation of the Company's management, including the Company's
chief executive officer and the Company's chief financial officer, of the
effectiveness of the design and operation of the Company's disclosure
controls and procedures. Based on such evaluation, the Company's chief
executive officer and chief financial officer concluded that the Company's
disclosure controls and procedures are effective.
(b) There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect the internal controls
subsequent to the date of their evaluation in connection with the
preparation of this quarterly report on Form 10-Q.
19
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description
------- -----------
4.1 First Amendment, dated March 18, 2002, to the Second
Amended and Restated Credit Agreement, dated December 20,
2001, among International Wire Holding Company, the
several lenders from Time to Time Parties thereto, and JP
Morgan Chase Bank as Administrative Agent. *
4.2 Second Amendment, dated March 25, 2003, to the Second
Amended and Restated Credit Agreement, dated December 20,
2001, among International Wire Holding Company, the
several lenders from Time to Time Parties thereto, and JP
Morgan Chase Bank as Administrative Agent. (Incorporated
by reference to Exhibit 4.14 of the Annual Report on Form
10-K of International Wire Group, Inc. for the fiscal year
ended December 31, 2002.)
99.1 Certification of Chief Executive Officer required by 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. *
99.2 Certification of Chief Executive Officer required by 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. *
* Filed herewith.
(b) Reports on Form 8-K
The company did not file a report on Form 8-K with the Securities and
Exchange Commission during the quarter ended March 31, 2003.
20
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, 2003 By: /s/ GLENN J. HOLLER
-------------------------------------------------
Name: Glenn J. Holler
Title: Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
21
CERTIFICATIONS
I, David M. Sindelar, as Chief Executive Officer of International Wire
Group, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-Q of International Wire
Group, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrants as of, and for, the periods presented in the
quarterly report;
4. The registrants' other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrants' other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
INTERNATIONAL WIRE GROUP, INC.
Dated: May 15, 2003 By: /s/ DAVID M. SINDELAR
--------------------------------
Name: David M. Sindelar
Title: Chief Executive Officer
22
CERTIFICATIONS
I, Glenn J. Holler, as Chief Financial Officer of International Wire
Group, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-Q of International Wire
Group, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrants as of, and for, the periods presented in the
quarterly report;
4. The registrants' other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrants' other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
INTERNATIONAL WIRE GROUP, INC.
Dated: May 15, 2003 By: /s/ GLENN J. HOLLER
-----------------------------------
Name: Glenn J. Holler
Title: Chief Financial Officer
23
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
4.1 First Amendment, dated March 18, 2002, to the Second Amended and
Restated Credit Agreement, dated December 20, 2001, among
International Wire Holding Company, the several lenders from Time
to Time Parties thereto, and JP Morgan Chase Bank as
Administrative Agent. *
4.2 Second Amendment, dated March 25, 2003, to the Second Amended and
Restated Credit Agreement, dated December 20, 2001, among
International Wire Holding Company, the several lenders from Time
to Time Parties thereto, and JP Morgan Chase Bank as
Administrative Agent. (Incorporated by reference to Exhibit 4.14
of the Annual Report on Form 10-K of International Wire Group,
Inc. for the fiscal year ended December 31, 2002.)
99.1 Certification of Chief Executive Officer required by 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. *
99.2 Certification of Chief Executive Officer required by 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. *
* Filed herewith.