<PAGE> 1
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 June 30, 1999
------------------------------------------------
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
<TABLE>
<CAPTION>
Outstanding at
Class July 31, 1999
--------------------------- --------------
<S> <C>
Common Stock 1,000
</TABLE>
1
<PAGE> 2
INTERNATIONAL WIRE GROUP, INC.
INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION Page
----
<S> <C>
International Wire Group, Inc.
Condensed Consolidated Balance Sheets as of June 30, 1999 and December 31, 1998....................... 3
Condensed Consolidated Statements of Operations for the Three Months and Six Months Ended June 30,
1999 and 1998.................................................................................... 4
Condensed Consolidated Statements of Cash Flows for the Three Months and Six Months Ended June 30,
1999 and 1998.................................................................................... 5
Notes to Condensed Consolidated Financial Statements.................................................... 6
Management's Discussion and Analysis of Financial Condition and Results of Operations................. 16
Quantitative and Qualitative Disclosure About Market Risk............................................. 20
PART II - OTHER INFORMATION................................................................................ 22
SIGNATURES................................................................................................. 23
</TABLE>
2
<PAGE> 3
INTERNATIONAL WIRE GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
June 30, December 31,
---------- ------------
1999 1998
---------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ................................ $ 3,648 $ --
Accounts receivable, less allowance of $2,466
and $2,633, respectively ............................... 88,094 81,369
Inventories .............................................. 67,603 82,968
Other current assets ..................................... 25,810 28,617
---------- ----------
Total current assets ................................... 185,155 192,954
Property, plant and equipment, net ......................... 180,705 178,647
Intangibles and other assets ............................... 262,797 267,513
---------- ----------
Total assets ........................................... $ 628,657 $ 639,114
========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Current liabilities:
Current maturities of long-term obligations .............. $ 6,566 $ 6,222
Accounts payable ......................................... 40,624 34,461
Accrued and other liabilities ............................ 50,553 60,922
Accrued interest ......................................... 4,516 3,674
---------- ----------
Total current liabilities .............................. 102,259 105,279
Long-term obligations, less current maturities ............. 508,252 520,983
Other long-term liabilities ................................ 42,688 44,412
---------- ----------
Total liabilities ...................................... 653,199 670,674
Stockholder's equity (deficit):
Common stock, $.01 par value, 1,000 shares
authorized, issued and outstanding ..................... 0 0
Contributed capital ...................................... 114,214 114,172
Carryover of predecessor basis ........................... (67,762) (67,762)
Accumulated deficit ...................................... (70,994) (77,970)
---------- ----------
Total stockholder's equity (deficit) ................... (24,542) (31,560)
---------- ----------
Total liabilities and stockholder's equity (deficit) ... $ 628,657 $ 639,114
========== ==========
</TABLE>
See accompanying notes to the condensed consolidated financial statements.
3
<PAGE> 4
INTERNATIONAL WIRE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
-------------------------- --------------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales .......................... $ 168,284 $ 163,734 $ 329,235 $ 337,740
Operating expenses:
Cost of goods sold ............... 118,851 116,373 232,768 245,169
Selling, general and
administrative expenses ......... 16,387 15,459 32,805 30,928
Depreciation and
amortization .................... 10,513 10,114 20,696 19,181
---------- ---------- ---------- ----------
Operating income ................... 22,533 21,788 42,966 42,462
Other income (expense):
Interest expense ................. (12,519) (12,541) (24,997) (25,584)
Amortization of deferred financing
costs ........................... (970) (951) (1,942) (1,904)
Other, net ....................... -- 13 -- 17
---------- ---------- ---------- ----------
Income before income tax
provision and cumulative effect of
change in accounting principle ... 9,044 8,309 16,027 14,991
Income tax provision ............... 3,799 3,365 6,732 6,131
---------- ---------- ---------- ----------
Income before cumulative effect
of change in accounting
principle ........................ 5,245 4,944 9,295 8,860
Cumulative effect of change in
accounting for start-up costs,
net of tax benefit of $1,679 ..... -- -- (2,319) --
---------- ---------- ---------- ----------
Net income ......................... $ 5,245 $ 4,944 $ 6,976 $ 8,860
========== ========== ========== ==========
</TABLE>
See accompanying notes to the condensed consolidated financial statements.
4
<PAGE> 5
INTERNATIONAL WIRE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months
Ended June 30,
--------------------------
1999 1998
---------- ----------
<S> <C> <C>
Cash flows provided by (used in) operating activities:
Net income ............................................... $ 6,976 $ 8,860
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation and amortization .......................... 22,638 21,085
Cumulative effect of change in accounting
for start-up costs .................................... 3,998 --
Change in assets and liabilities, net of
acquisitions:
Accounts receivable .................................. (6,725) 3,992
Inventories .......................................... 15,365 8,253
Other assets ......................................... (4,435) 2,765
Accounts payable ..................................... 6,163 (16,873)
Accrued and other liabilities ........................ (10,369) 1,867
Accrued interest ..................................... 842 88
Other long-term liabilities .......................... (1,724) (1,100)
---------- ----------
Net cash provided by operating activities .................. 32,729 28,937
---------- ----------
Cash flows used in investing activities:
Acquisitions, net of cash ................................ -- (7,738)
Capital expenditures ..................................... (16,508) (16,089)
---------- ----------
Net cash used in investing activities ...................... (16,508) (23,827)
---------- ----------
Cash flows provided by (used in) financing activities:
Equity proceeds .......................................... 42 --
Repurchase of stock of Holding ........................... (228) --
Repayment of long-term obligations ....................... (3,387) (439)
Repayment on revolver (net) .............................. (9,000) --
Financing fees and other ................................. -- (122)
---------- ----------
Net cash used in financing activities ...................... (12,573) (561)
---------- ----------
Net change in cash and cash equivalents .................... 3,648 4,549
Cash at beginning of the period ............................ -- --
---------- ----------
Cash at end of the period .................................. $ 3,648 $ 4,549
========== ==========
</TABLE>
See accompanying notes to the condensed consolidated financial statements.
5
<PAGE> 6
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 which are,
in the opinion of management, necessary for a fair presentation of the
financial position and results of operations of the Company. The results
for the three and six months ended June 30, 1999 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, 1998.
Statement of Cash Flows
Interest paid for the six months ended June 30, 1999 and 1998, was
approximately $24,200 and $25,500, respectively. Total income taxes paid
for the six months ended June 30, 1999 and 1998, was approximately $200
and $2,100, respectively.
Change in Accounting Principle
In April 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Position (SOP) 98-5, "Reporting on the Costs of Start-Up
Activities," which requires costs of start-up activities and organization
costs to be expensed as incurred. SOP 98-5 is effective for financial
statements for fiscal years beginning after December 15, 1998. The Company
adopted SOP 98-5 effective January 1, 1999. The Company had $3,998 in net
capitalized start-up costs remaining at December 31, 1998, which the
Company expensed in accordance with SOP 98-5 at January 1, 1999.
Recently Issued Accounting Standards
In June 1998, the FASB adopted Statement of Financial Accounting Standards
("SFAS") No.133, "Accounting for Derivative Instruments and Hedging
Activities." SFAS No.133 establishes accounting and reporting standards
requiring that every derivative instrument (including certain derivative
instruments embedded in other contracts) be recorded in the balance sheet
as either an asset or liability measured at its fair value and that
changes in the derivative's fair value be recognized currently in earnings
unless specific hedge accounting criteria are met. Special accounting for
qualifying hedges allows a derivative's gains and losses to offset related
results on the hedged item in the income statement, and requires that a
company must formally document, designate, and assess the effectiveness of
transactions that receive hedge accounting. SFAS No.133 is effective for
fiscal years beginning after June 15, 2000. The Company believes that the
future adoption of this statement will not have a significant impact on
the results of operations or financial position of the Company.
6
<PAGE> 7
INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
2. Inventories
The composition of inventories at June 30, 1999 is as follows:
<TABLE>
<S> <C>
Raw materials............................................... $ 24,828
Work-in-process ............................................ 8,111
Finished goods ............................................. 34,664
----------
Total ................................................... $ 67,603
==========
</TABLE>
The carrying value of inventories on a last-in, first-out basis, at June
30, 1999, approximates its current cost.
3. Long-Term Obligations
The composition of long-term obligations at June 30, 1999 is as follows:
<TABLE>
<S> <C>
Amended and Restated Credit Agreement:
Revolving credit facility................................. $ --
Term facility ............................................ 177,875
Senior Subordinated Notes................................... 150,000
Series B Senior Subordinated Notes.......................... 150,000
Series B Senior Subordinated Notes Premium.................. 10,653
Industrial revenue bonds.................................... 15,500
Other ...................................................... 10,790
----------
514,818
Less, current maturities.................................... 6,566
----------
$ 508,252
==========
</TABLE>
The Company's Amended and Restated Credit Agreement relating to its senior
credit facility 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 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.
7
<PAGE> 8
INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
4. Plant Closing Expense
A summary of activity related to plant closings is as follows:
<TABLE>
<CAPTION>
Six Months
Ended
June 30,
--------------------------
1999 1998
---------- ----------
<S> <C> <C>
Balance, beginning of period ........................... $ 1,079 $ 1,445
Charges to operations:
Facility shut-down costs ............................. -- --
Lease commitments .................................... -- --
Key personnel and severance costs .................... -- --
---------- ----------
-- --
---------- ----------
Costs incurred:
Facility shut-down costs ............................. (812) (45)
Lease commitments .................................... -- (236)
Key personnel and severance costs .................... -- (61)
---------- ----------
(812) (342)
---------- ----------
Balance, end of period ................................. $ 267 $ 1,103
========== ==========
</TABLE>
5. Business Segment Information
The Company conducts its operations through two business segments, a Wire
Segment and a Wire Harness Segment. Segment data includes intersegment
revenues, as well as charges allocating corporate administrative costs to
each of its operating segments. The Company evaluates the performance of
its segments and allocates resources to them based on operating income.
The table below presents information about reported segments for the three
and six months ended June 30, 1999 and 1998:
<TABLE>
<CAPTION>
Wire
Wire Harness Consolidated
---------- ---------- ------------
<S> <C> <C> <C>
THREE MONTHS ENDED JUNE 30,
1999
Sales ............................. $ 124,884 $ 52,440 $ 177,324
Intersegment sales ................ (9,040) -- (9,040)
---------- ---------- ----------
Sales to customers ................ 115,844 52,440 168,284
Operating income .................. $ 16,718 $ 5,815 $ 22,533
1998
Sales ............................. $ 126,801 $ 42,969 $ 169,770
Intersegment sales ................ (6,036) -- (6,036)
---------- ---------- ----------
Sales to customers ................ 120,765 42,969 163,734
Operating income .................. $ 16,073 $ 5,715 $ 21,788
</TABLE>
8
<PAGE> 9
INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
<TABLE>
<CAPTION>
Wire
Wire Harness Consolidated
---------- ---------- ------------
<S> <C> <C> <C>
SIX MONTHS ENDED JUNE 30,
1999
Sales ............................. $ 244,302 $ 102,140 $ 346,442
Intersegment sales ................ (17,207) -- (17,207)
---------- ---------- ----------
Sales to customers ................ 227,095 102,140 329,235
Operating income .................. $ 31,058 $ 11,908 $ 42,966
1998
Sales ............................. $ 262,139 $ 87,700 $ 349,839
Intersegment sales ................ (12,099) -- (12,099)
---------- ---------- ----------
Sales to customers ................ 250,040 87,700 337,740
Operating income .................. $ 31,043 $ 11,419 $ 42,462
</TABLE>
Reconciliation of total operating income for reportable segments to
consolidated income before income tax provision for the quarters ended
June 30, 1999 and 1998 and consolidated income before income tax provision
and cummulative effect of change in accounting principal for the six
months ended June 30, 1997 and 1998 are as follows:
<TABLE>
<CAPTION>
Three Months Ended
June 30,
--------------------------
1999 1998
---------- ----------
<S> <C> <C>
Total operating income for
reportable segments .................................. $ 22,533 $ 21,788
Other income (expense):
Interest expense ..................................... (12,519) (12,541)
Amortization of deferred
financing costs .................................... (970) (951)
Other, net ........................................... -- 13
---------- ----------
Consolidated income before
income tax provision ................................. $ 9,044 $ 8,309
========== ==========
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------------------------
1999 1998
---------- ----------
<S> <C> <C>
Total operating income for
reportable segments .................................. $ 42,966 $ 42,462
Other income (expense):
Interest expense ..................................... (24,997) (25,584)
Amortization of deferred
financing costs .................................... (1,942) (1,904)
Other, net ........................................... -- 17
---------- ----------
Consolidated income before
income tax provision and
cumulative effect of change
in accounting principle .............................. $ 16,027 $ 14,991
========== ==========
</TABLE>
9
<PAGE> 10
INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
6. 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
Electro Componentes de Mexico, S.A. de C.V., Wirekraft Industries de
Mexico, S.A. de C.V., IWG-Philippines, Inc., IWG International, Inc. and
Italtrecce-Societa Italiana Trecce & Affini S.r.l. ("Italtrecce")
(collectively, 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. 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
<PAGE> 11
INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
<TABLE>
<CAPTION>
TOTAL
TOTAL NON-
COMPANY GUARANTOR GUARANTOR ELIMINATIONS TOTAL
---------- ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET
AS OF JUNE 30, 1999
ASSETS
Cash and cash equivalents ............. $ -- $ 3,646 $ 2 $ -- $ 3,648
Accounts receivable ................... -- 83,724 9,119 (4,749) 88,094
Inventories ........................... -- 67,016 587 -- 67,603
Other assets .......................... -- 24,883 927 -- 25,810
---------- ---------- ---------- ---------- ----------
Total current assets ............... -- 179,269 10,635 (4,749) 185,155
Property, plant and equipment,
net ................................. -- 153,215 27,490 -- 180,705
Investment in subsidiaries ............ 632,102 -- -- (632,102) --
Intangibles and other assets .......... 19,293 234,734 8,770 -- 262,797
---------- ---------- ---------- ---------- ----------
Total assets ....................... $ 651,395 $ 567,218 $ 46,895 $ (636,851) $ 628,657
========== ========== ========== ========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
(DEFICIT)
Current liabilities ................... $ 18,132 $ 81,976 $ 6,900 $ (4,749) $ 102,259
Long-term obligations, less
current maturities .................. 489,979 17,992 281 -- 508,252
Other long-term liabilities ........... -- 42,688 -- -- 42,688
Intercompany (receivable) payable ..... 100,064 (127,069) 27,005 -- --
---------- ---------- ---------- ---------- ----------
Total liabilities .................. 608,175 15,587 34,186 (4,749) 653,199
Stockholder's equity
(deficit):
Common stock ......................... 0 0 0 0 0
Contributed capital .................. 114,214 572,128 6,118 (578,246) 114,214
Carryover of predecessor basis ....... -- (67,762) -- -- (67,762)
Retained earnings (accumulated
deficit) .......................... (70,994) 47,265 6,591 (53,856) (70,994)
---------- ---------- ---------- ---------- ----------
Total stockholder's equity
(deficit) ........................ 43,220 551,631 12,709 (632,102) (24,542)
---------- ---------- ---------- ---------- ----------
Total liabilities and
stockholder's equity
(deficit) ...................... $ 651,395 $ 567,218 $ 46,895 $ (636,851) $ 628,657
========== ========== ========== ========== ==========
</TABLE>
11
<PAGE> 12
INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
<TABLE>
<CAPTION>
TOTAL
TOTAL NON-
COMPANY GUARANTOR GUARANTOR ELIMINATIONS TOTAL
---------- ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET
AS OF DECEMBER 31, 1998
ASSETS
Cash and cash equivalents ............. $ -- $ -- $ -- $ -- $ --
Accounts receivable ................... -- 79,444 2,969 (1,044) 81,369
Inventories ........................... -- 80,803 2,165 -- 82,968
Other assets .......................... -- 23,414 5,203 -- 28,617
---------- ---------- ---------- ---------- ----------
Total current assets ............... -- 183,661 10,337 (1,044) 192,954
Property, plant and equipment,
net ................................. -- 153,587 25,060 -- 178,647
Investment in subsidiaries ............ 666,004 -- -- (666,004) --
Intangibles and other assets .......... 20,265 242,338 4,910 -- 267,513
---------- ---------- ---------- ---------- ----------
Total assets ....................... $ 686,269 $ 579,586 $ 40,307 $ (667,048) $ 639,114
========== ========== ========== ========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
(DEFICIT)
Current liabilities ................... $ 8,424 $ 90,215 $ 7,684 $ (1,044) $ 105,279
Long-term obligations, less
current maturities ................. 500,795 19,840 348 -- 520,983
Other long-term liabilities ........... -- 44,412 -- -- 44,412
Intercompany (receivable) payable ..... 140,848 (167,245) 26,397 -- --
---------- ---------- ---------- ---------- ----------
Total liabilities .................. 650,067 (12,778) 34,429 (1,044) 670,674
Stockholder's equity (deficit)
Common stock ......................... 0 0 0 -- 0
Contributed capital .................. 114,172 572,012 6,118 (578,130) 114,172
Carryover of predecessor basis ....... -- (67,762) -- -- (67,762)
Retained earnings (accumulated
deficit) .......................... (77,970) 88,114 (240) (87,874) (77,970)
---------- ---------- ---------- ---------- ----------
Total stockholder's equity
(deficit) ........................ 36,202 592,364 5,878 (666,004) (31,560)
---------- ---------- ---------- ---------- ----------
Total liabilities and
stockholder's equity
(deficit) ...................... $ 686,269 $ 579,586 $ 40,307 $ (667,048) $ 639,114
========== ========== ========== ========== ==========
</TABLE>
12
<PAGE> 13
INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
<TABLE>
<CAPTION>
TOTAL
TOTAL NON-
COMPANY GUARANTOR GUARANTOR ELIMINATIONS TOTAL
---------- ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1999
Net sales ................................. $ -- $ 164,163 $ 24,197 $ (20,076) $ 168,284
Operating expenses:
Cost of goods sold .................... -- 128,101 10,826 (20,076) 118,851
Selling, general and
administrative expenses ............. -- 12,012 4,375 -- 16,387
Depreciation and amortization ......... -- 8,625 1,888 -- 10,513
---------- ---------- ---------- ---------- ----------
Operating income .......................... -- 15,425 7,108 -- 22,533
Other income (expense):
Interest expense ...................... (12,239) (280) -- -- (12,519)
Amortization of deferred
financing costs ..................... 1,864 (2,834) -- -- (970)
Equity in net income
(loss) of subsidiaries ................ 15,620 -- -- (15,620) --
---------- ---------- ---------- ---------- ----------
Income before income tax provision ........ 5,245 12,311 7,108 (15,620) 9,044
Income tax provision ...................... -- 3,542 257 -- 3,799
---------- ---------- ---------- ---------- ----------
Net income (loss) ......................... $ 5,245 $ 8,769 $ 6,851 $ (15,620) $ 5,245
========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
TOTAL
TOTAL NON-
COMPANY GUARANTOR GUARANTOR ELIMINATIONS TOTAL
---------- ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1998
Net sales ................................. $ -- $ 163,734 $ 9,243 $ (9,243) $ 163,734
Operating expenses
Cost of goods sold ...................... -- 121,450 4,166 (9,243) 116,373
Selling, general and
administrative expenses ................... -- 12,101 3,358 -- 15,459
Depreciation and amortization ........... -- 8,844 1,270 -- 10,114
---------- ---------- ---------- ---------- ----------
Operating income (loss) ................... -- 21,339 449 -- 21,788
Other income (expense):
Interest expense ........................ (12,506) (35) -- -- (12,541)
Amortization of deferred financing
costs ................................. (951) -- -- -- (951)
Equity in net income (loss) of
subsidiaries .......................... 18,401 -- -- (18,401) --
Other ................................... -- 12 1 -- 13
---------- ---------- ---------- ---------- ----------
Income (loss) before income tax
provision ............................... 4,944 21,316 450 (18,401) 8,309
Income tax provision ...................... -- 3,244 121 -- 3,365
---------- ---------- ---------- ---------- ----------
Net income (loss) ......................... $ 4,944 $ 18,072 $ 329 $ (18,401) $ 4,944
========== ========== ========== ========== ==========
</TABLE>
13
<PAGE> 14
INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
<TABLE>
<CAPTION>
TOTAL
TOTAL NON-
COMPANY GUARANTOR GUARANTOR ELIMINATIONS TOTAL
---------- ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
Net sales ................................. $ -- $ 320,274 $ 43,292 $ (34,331) $ 329,235
Operating expenses:
Cost of goods sold .................... -- 245,771 21,328 (34,331) 232,768
Selling, general and administrative
expenses ............................ -- 23,438 9,367 -- 32,805
Depreciation and amortization ......... -- 15,606 5,090 -- 20,696
---------- ---------- ---------- ---------- ----------
Operating income .......................... -- 35,459 7,507 -- 42,966
Other income (expense):
Interest expense ...................... (24,445) (552) -- -- (24,997)
Amortization of deferred
financing costs ..................... (1,942) -- -- (1,942)
Equity in net income
(loss) of subsidiaries ................ 33,363 -- -- (33,363) --
---------- ---------- ---------- ---------- ----------
Income before income tax
provision and cumulative
effect of change in
accounting principle .................... 6,976 34,907 7,507 (33,363) 16,027
Income tax provision ...................... -- 6,056 676 -- 6,732
---------- ---------- ---------- ---------- ----------
Income before cumulative effect of change
in accounting principle ................. 6,976 28,851 6,831 (33,363) 9,295
Cumulative effect of change in
accounting for start-up costs,
net of tax benefit of $1,679 ............ -- (2,319) -- -- (2,319)
---------- ---------- ---------- ---------- ----------
Net income (loss) ......................... $ 6,976 $ 26,532 $ 6,831 $ (33,363) $ 6,976
========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
TOTAL
TOTAL NON-
COMPANY GUARANTOR GUARANTOR ELIMINATIONS TOTAL
---------- ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1998
Net sales ................................. $ -- $ 337,740 $ 15,125 $ (15,125) $ 337,740
Operating expenses
Cost of goods sold ...................... -- 251,699 8,595 (15,125) 245,169
Selling, general and administrative
expenses .............................. -- 24,291 6,637 -- 30,928
Depreciation and amortization ........... -- 17,095 2,086 -- 19,181
---------- ---------- ---------- ---------- ----------
Operating income (loss) ................... -- 44,655 (2,193) -- 42,462
Other income (expense):
Interest expense ........................ (25,514) (70) -- -- (25,584)
Amortization of deferred
financing costs ....................... (1,904) -- -- -- (1,904)
Equity in net income (loss) of
subsidiaries .......................... 36,278 -- -- (36,278) --
Other ................................... -- 16 1 -- 17
---------- ---------- ---------- ---------- ----------
Income (loss) before income tax
provision ............................... 8,860 44,601 (2,192) (36,278) 14,991
Income tax provision ...................... -- 5,798 333 -- 6,131
---------- ---------- ---------- ---------- ----------
Net income (loss) ......................... $ 8,860 $ 38,803 $ (2,525) $ (36,278) $ 8,860
========== ========== ========== ========== ==========
</TABLE>
14
<PAGE> 15
INTERNATIONAL WIRE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
<TABLE>
<CAPTION>
TOTAL
TOTAL NON-
COMPANY GUARANTOR GUARANTOR ELIMINATIONS TOTAL
---------- ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30,1999
Net cash from operating activities ........ $ 12,199 $ 16,025 $ 4,505 $ -- $ 32,729
---------- ---------- ---------- ---------- ----------
Cash flows used in investing
activities for capital
expenditures ............................ -- (12,072) (4,436) -- (16,508)
---------- ---------- ---------- ---------- ----------
Cash flows provided by (used in) financing
activities:
Equity proceeds ....................... 42 -- -- -- 42
Repurchase of stock ................... (228) (228)
Repayment on revolver ................. (9,000) -- -- -- (9,000)
Repayment of long-term
obligations ......................... (3,013) (307) (67) -- (3,387)
---------- ---------- ---------- ---------- ----------
Net cash provided by (used in) financing
activities .............................. (12,199) (307) (67) -- (12,573)
---------- ---------- ---------- ---------- ----------
Net change in cash and cash equivalents ... $ -- $ 3,646 $ 2 $ -- $ 3,648
========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
TOTAL
TOTAL NON-
COMPANY GUARANTOR GUARANTOR ELIMINATIONS TOTAL
---------- ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED
JUNE 30, 1998
Net cash from operating
activities .............................. $ 691 $ 16,930 $ 7,446 $ 3,870 $ 28,937
Cash flows used in investing
activities:
Acquisition, net of cash ................ -- (7,738) -- -- (7,738)
Capital expenditures .................... -- (6,153) (9,936) -- (16,089)
---------- ---------- ---------- ---------- ----------
Net cash used in investing
activities .............................. -- (13,891) (9,936) -- (23,827)
---------- ---------- ---------- ---------- ----------
Cash flows provided by (used in)
financing activities:
Equity proceeds ......................... -- 100 3,770 (3,870) --
Repayment of long-term
obligations ............................ (691) 252 -- -- (439)
Financing fees and other ................ -- (122) -- -- (122)
---------- ---------- ---------- ---------- ----------
Net cash provided by (used in)
financing activities .................... (691) 230 3,770 (3,870) (561)
---------- ---------- ---------- ---------- ----------
Net change in cash and cash equivalents ... $ -- $ 3,269 $ 1,280 $ -- $ 4,549
========== ========== ========== ========== ==========
</TABLE>
15
<PAGE> 16
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company conducts its operations through two segments: (i) wire products,
which includes both bare wire and insulated wire products, and (ii) wire harness
products. The following discussion and analysis includes the results of
operations for the three and six months ended June 30, 1999 compared to the
three and six months ended June 30, 1998.
Included in the three and six months ended June 30, 1999, are the results of
operations of Spargo Wire Company, Inc. ("Spargo Wire"), which was acquired on
April 1, 1998, and Italtrecce, which was acquired on July 1, 1998.
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 June 30, 1999 Compared to Three Months Ended June 30, 1998
Net sales for the quarter were $168.3 million, a $4.6 million, or 2.8%, increase
compared to the second quarter of 1998. Increases in Wire Harness Segment sales
were partially offset by the impact of a decrease in the average cost and
selling price of copper and a decrease in Wire Segment sales. 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") decreased to $0.67 per pound during the quarter from $0.78 per pound
during the three months ended June 30, 1998.
Wire Segment sales were $115.8 million, a decrease of $4.9 million, or 4.1%, in
the quarter compared to the three months ended June 30, 1998, as a result of the
lower costs and selling price of copper and a decrease in volume to industrial
customers, primarily mass transit, mining and oil exploration suppliers. This
decrease was partially offset by an increase in sales of appliance lead wire and
an increase in demand within the electronics/data communications market. Within
the Wire Harness Segment, net sales for the quarter were $52.5 million, a $9.5
million, or 22.0%, increase compared to the second quarter of 1998. The increase
in sales resulted from growth in consumer demand and production within the
appliance industry along with additional volume from new and existing customers.
Cost of goods sold as a percentage of sales improved to 70.6% for the three
months ended June 30, 1999 from 71.1% for the three months ended June 30, 1998.
This improvement was primarily the result of lower copper prices. Cost
16
<PAGE> 17
reductions achieved from material savings, improved operating efficiencies and
equipment upgrades also contributed to the improvement.
Selling, general and administrative expenses increased $0.9 million to $16.4
million for the three months ended June 30, 1999 compared to $15.5 million for
the same period in 1998 due to the effect of the 1998 acquisition of Italtrecce
and the higher unit volume in the Wire Harness Segment.
Depreciation and amortization was $10.5 million for the three months ended June
30, 1999 compared to $10.1 million for the same period in 1998. The increase of
$0.4 million was primarily the result of depreciation of property, plant and
equipment additions.
Six Months Ended June 30, 1999 Compared to Six Months Ended June 30, 1998
Net sales for the six months ended June 30, 1999 were $329.2 million, a $8.5
million, or 2.5%, decrease compared to the first half of 1998. Increases in unit
volume in the Wire Harness Segment were offset by the impact of a decrease in
the average cost and selling price of copper and a reduction in sales volume in
the Wire Segment. The average price for copper based on COMEX decreased to $0.65
per pound during the six months ended June 30, 1999 from $0.78 per pound for the
six months ended June 30, 1998.
Wire Segment sales were $227.1 million and decreased $22.9 million, or 9.2%, in
the six months ended June 30, 1999 as compared to the six months ended June 30,
1998, as a result of lower copper costs and selling prices and a decrease in the
sales of automotive lead wire in the first quarter. Within the Wire Harness
Segment, net sales for the six months ended June 30, 1998 were $102.1 million,
representing a $14.4 million, or 16.5%, increase compared to the second quarter
of 1998. This increase is the result of high consumer demand and production
levels within the appliance industry and additional volume from new and existing
customers.
Cost of goods sold as a percentage of sales improved to 70.7% for the six months
ended June 30, 1999 from 72.6% for the six months ended June 30, 1998. This
improvement reflected cost reductions achieved from material savings, improved
operating efficiencies, equipment upgrades and the impact of lower copper
prices.
Selling, general and administrative expenses were $32.8 million for the six
months ended June 30, 1999, compared to $30.9 million for the same period in
1998. This $1.9 million increase primarily reflected the addition of Italtrecce
and Spargo Wire and the increased sales volume in the Wire Harness Segment.
Depreciation and amortization was $20.7 million for the six months ended June
30, 1999 compared to $19.2 million for the same period in 1998. The increase of
$1.5 million was primarily the result of depreciation of property, plant and
equipment additions.
Effective January 1, 1999, the Company adopted Statement of Position (SOP) 98-5,
"Reporting on the Costs of Start-Up Activities," which requires costs of
start-up activities and organization costs to be expensed as incurred. In the
quarter ended March 31, 1999, the Company had a charge of $4.0 million related
to the cumulative effect of this change in accounting principle. There was no
such charge in the six months ended June 30,1998.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities improved to $32.7 million for the six
months ended June 30, 1999, compared to $28.9 million for the six months ended
June 30, 1998. This increase was primarily due to the increase in income before
17
<PAGE> 18
non-cash charges such as depreciation and amortization and the cumulative effect
of a change in accounting principle and a reduction of working capital
requirements.
Net cash used in investing activities was $16.5 million and $23.8 million for
the six months ended June 30, 1999 and 1998, respectively. This decrease was
primarily due to $7.7 million used for acquisitions in 1998 with no such
expenditures in 1999.
Net cash used in financing activities was $12.6 million and $0.6 million for the
six months ended June 30, 1999 and 1998, respectively. This increase is
primarily due to higher debt repayments, including repayments of borrowings
under the Company's revolving credit facility.
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 Company's Amended and Restated Credit
Agreement and its 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. As of June 30, 1999, the Company had $51.4 million
of unused borrowing capacity under its revolving credit facility.
IMPACT OF YEAR 2000 ISSUE
The Year 2000 Issue is the result of computer programs written using two digits
rather than four to define the applicable year. Any of the Company's computer
programs that have date-sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000. This could result in a system failure
or miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices, or engage
in similar normal business activities.
During 1997, the Company established an internal team comprised of several key
members of the executive management group to address the Year 2000 Issue as it
relates to operating and administration of the Company. The objective of the
review team was to make an assessment of internal risks associated with the Year
2000 Issue including the status of the Company's internally used software,
computer hardware and use of computer applications in each of the Company's
business cycles and to develop a remediation plan, where necessary.
Based on the review team's assessment, the Company determined that it would be
required to replace approximately 60 percent of its existing financial and
operational software with Year 2000 compliant software so that its computer
systems will properly utilize dates beyond December 31, 1999. In 1998, the
Company purchased a software package that is Year 2000 compliant to replace the
existing systems deemed to be non-compliant and the appropriate computer
hardware and network equipment necessary to run the new software package. As of
June 30, 1999, the Company had successfully tested and implemented the new
software at all of the non-compliant facilities and installed the necessary
computer hardware and network equipment.
The Company utilized both internal and external resources to replace and test
the software for Year 2000 modifications. The total cost of the project is
estimated to be approximately $7.5 million. As of June 30, 1999, approximately
$7.2 million of the costs have been incurred. The majority of the expenditures
relate to the purchase of new software, hardware and consulting costs that will
be capitalized and is being funded through operating cash flows.
The Company has also reviewed the Year 2000 status of its machinery and
equipment utilized in the manufacturing process. The Company has identified
certain non-critical equipment that is not Year 2000 compliant and has begun
corrective procedures. The Company does not expect the costs associated with
18
<PAGE> 19
updating or replacing non Year 2000 compliant equipment to be material.
The Company continues to evaluate the external risks associated with the Year
2000 Issue. All critical or significant suppliers have been identified and have
been surveyed regarding their Year 2000 readiness. Additionally, the Company is
in constant contact with significant customers regarding the status of both the
Company's and its customers' Year 2000 compliance. The Company is working with
its significant suppliers and customers to develop contingency plans in the case
of system failures. Management believes that the Company's risk with respect to
its suppliers not being Year 2000 compliant is somewhat mitigated by the fact
that the majority of the Company's raw materials are world traded commodities
with numerous domestic and international sources and the Company has multiple
and flexible manufacturing facilities.
Due to the general uncertainty inherent in the Year 2000 Issue, resulting in
part from the uncertainty of the Year 2000 readiness of third-party suppliers
and customers, the Company is unable to determine at this time what the impact
of the Year 2000 issues will have on the Company's results of operations,
liquidity or financial condition. The Company presently believes, however, that
with the conversions to new software, the internal risks associated with the
Year 2000 Issue have been mitigated. However, if the Company failed to identify
critical systems or equipment that are not Year 2000 compliant, the Year 2000
Issue could have a materially adverse impact on the results of operations,
liquidity or financial condition.
19
<PAGE> 20
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company does not ordinarily hold market risk sensitive instruments for
trading purposes. The Company does, however, recognize market risk from interest
rate, foreign currency exchange and commodity price exposure.
INTEREST RATE RISK
At June 30, 1999, approximately $193.4 million of the Company's long-term debt,
specifically, borrowings outstanding under the Senior Bank Facility and IRBs,
bears interest at variable rates. Accordingly, the Company's net income and
after tax cash flow are affected by changes in interest rates. Assuming the
current level of borrowings at variable rates and assuming a two percentage
point change in the average interest rate under these borrowings, it is
estimated that the Company's interest expense for the six months ended June 30,
1999 would have increased by approximately $1.9 million, resulting in a decrease
to the Company's net income and after tax cash flow of approximately $1.1
million. In the event of an adverse change in interest rates, management would
likely take actions that would mitigate the Company's exposure; however, due to
the uncertainty of the actions that would be taken and their possible effects,
this analysis assumes no such actions. Further, this analysis does not consider
the effects of the change in the level of overall economic activity that could
exist in such an environment. Additionally, there can be no assurances that
increases in interest rates will not exceed the above projected interest rates.
FOREIGN CURRENCY RISK
The Company has operations in Mexico, the Philippines and Italy. While the
majority of the Company's foreign transactions are denominated in the U.S.
dollar, some transactions are denominated in foreign currencies and are subject
to market risk with respect to fluctuations in the relative value of currencies.
The Company is most vulnerable to changes in the U.S. dollar/Mexican peso
exchange rate. The following example illustrates the potential impact of U.S.
dollar/Mexican peso exchange rate fluctuations on the operating results and cash
flows of the Company. Assuming the current level of Mexican peso requirements
and assuming the Mexican peso traded at a rate that was 10% stronger against the
U.S. dollar than the actual exchange rate at June 30, 1999, throughout the six
months ended June 30, 1999, it is estimated that the Company's operating
expenses for the six months ended June 30, 1999 would have increased by
approximately $2.6 million, resulting in a decrease to the Company's net income
and after tax cash flow of approximately $1.5 million. In the event of an
adverse change in the U.S. dollar/Mexican peso exchange rate, management would
likely take actions that would mitigate the Company's exposure; however, due to
the uncertainty of the actions that would be taken and their possible effects,
this hypothetical analysis assumes no such actions. Further, this hypothetical
analysis does not consider the effects of the change in the level of overall
economic activity that could exist in such an environment. Additionally, there
can be no assurances that the U.S. dollar/Mexican peso exchange rate will
correspond to the above example.
COMMODITY PRICE RISK
The principal raw material used by the Company is copper, which is purchased in
the form of 5/16 inch rod from the major copper producers in North America.
Copper rod prices are based on market prices, which are generally established by
reference to the New York Mercantile Exchange, Inc. ("COMEX") prices, plus a
premium charged to convert copper cathode to copper rod and deliver it to the
required location. As a world traded commodity, copper prices have 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
20
<PAGE> 21
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.
21
<PAGE> 22
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit 27.1 - Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the three months ended June
30, 1999.
22
<PAGE> 23
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: August 13, 1999 By : /s/ DAVID M. SINDELAR
-----------------------------------
Name : David M. Sindelar
Title: Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
By : /s/ GLENN J. HOLLER
-----------------------------------
Name : Glenn J. Holler
Title: Vice President - Finance
(Chief Accounting Officer)
23
<PAGE> 24
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from the
financial statements contained in the body of the accompanying Form 10-Q and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 3,648
<SECURITIES> 0
<RECEIVABLES> 90,560
<ALLOWANCES> 2,466
<INVENTORY> 67,603
<CURRENT-ASSETS> 185,155
<PP&E> 310,645
<DEPRECIATION> 129,940
<TOTAL-ASSETS> 628,657
<CURRENT-LIABILITIES> 102,259
<BONDS> 508,252
0
0
<COMMON> 0
<OTHER-SE> (24,542)
<TOTAL-LIABILITY-AND-EQUITY> 628,657
<SALES> 329,235
<TOTAL-REVENUES> 329,235
<CGS> 232,768
<TOTAL-COSTS> 232,768
<OTHER-EXPENSES> 20,696
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 26,939
<INCOME-PRETAX> 16,027
<INCOME-TAX> 6,732
<INCOME-CONTINUING> 9,295
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 2,319
<NET-INCOME> 6,976
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
