UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended April 3, 2005

COMMISSION FILE NUMBER 1-12164

WOLVERINE TUBE, INC.

(256) 353-1310

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 þ NO o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES þ NO o

Indicate the number of shares outstanding of each class of Common Stock, as of the latest practicable date:

FORM 10-Q

QUARTERLY REPORT

TABLE OF CONTENTS

Item 1. Financial Statements

Wolverine Tube, Inc. and Subsidiaries

The accompanying notes are an integral part of these consolidated financial statements.

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Wolverine Tube, Inc. and Subsidiaries

The accompanying notes are an integral part of these consolidated financial statements

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Wolverine Tube, Inc. and Subsidiaries

The accompanying notes are an integral part of these consolidated financial statements.

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Wolverine Tube, Inc. and Subsidiaries

(1) Basis of Reporting for Interim Financial Statements

     The accompanying unaudited consolidated financial statements include the accounts of Wolverine Tube, Inc. and its subsidiaries, which are collectively referred to as “Wolverine”, the “Company”, “we”, “our” or “us”, unless the context otherwise requires. All significant intercompany transactions have been eliminated in consolidation.

     We have prepared the unaudited consolidated financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2004.

     The accompanying consolidated financial statements presented herewith reflect all adjustments (consisting of only normal and recurring adjustments) which, in the opinion of management, are necessary for a fair presentation of the results of operations for the three-months ended April 3, 2005 and April 4, 2004. The results of operations for interim periods are not necessarily indicative of results to be expected for an entire year.

     We use our internal operational reporting cycle for quarterly financial reporting.

     Prior to 2005, the Company did not uniformily apply the provisions of the Emerging Issues Task Force (“EITF”) Consensus 00-10 as freight amounts billed to customers, in the aggregate, were not material to the financial statements as a whole. Beginning in the first quarter 2005, because the Company now believes that, due to rising fuel and other transportation costs, freight costs billed to customers may become material, the Company began classifying freight billed to customers as revenue instead of as a reduction to cost of goods sold in accordance with EITF 00-10. The impact of the reclassification on the first quarter of 2005 was approximately $0.1 million.

(2) Inventories

     Inventories are as follows:

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(3) Earnings/(Loss) Per Share

     Basic earnings/(loss) per share were computed by dividing net income/(loss) by the weighted average number of shares outstanding during each period. Where applicable, diluted earnings/(loss) per share were calculated by including the effect of all dilutive securities, including stock options and unvested restricted stock. To the extent that stock options and unvested restricted stock are anti-dilutive, they are excluded from the calculation of diluted earnings/(loss) per share in accordance with Statement of Financial Accounting No. 128 (“SFAS 128”), Earnings Per Share.

     The following table sets forth the computation of basic and diluted earnings per share:

     We had additional stock options outstanding of 1,048,725 and 1,301,263 for the three-months ended April 3, 2005 and April 4, 2004, respectively, which were not included in the computation of potentially dilutive securities, because the options’ exercise prices were greater than the average market price of the common shares, or because the option’s were anti-dilutive.

(4) Stock-Based Compensation Plans

     We account for our stock option compensation plans using the intrinsic value method prescribed in Accounting Principals Board Opinion No. 25 (“APB 25”), Accounting for Stock Issued to Employees, and related interpretations, under which no stock option compensation expense is reflected in net income/(loss) because the exercise price of our stock options equals the market price of the underlying stock on the date of grant. The following table illustrates the effect on net income/(loss) and earnings/(loss) per share if we had applied the fair value recognition provisions of Statement of Financial Accounting Standard No. 123 (“SFAS 123”), Accounting for Stock-Based Compensation, to our stock option compensation plans.

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     In December 2004, Statement of Financial Accounting Standard No. 123R (“SFAS 123R”), Share-Based Payment, was issued. This statement amends SFAS 123, and requires companies to recognize in their financial statements the compensation cost relating to share-based payment transactions. The effective date of this standard is for interim and annual periods beginning after December 15, 2005.

     Historically, we have elected to follow the intrinsic value method in accounting for employee stock options as prescribed under APB 25, and its related interpretations, under which no compensation cost has been recognized. Upon the adoption of SFAS No. 123R, we will be required to recognize in income the cost of employee services received in exchange for equity instruments granted as measured at grant-date fair value. The cost of the options granted would be recognized over the requisite service period, normally the vesting period. We have not yet determined the effects of adopting SFAS 123R, and have not determined whether the adoption will result in amounts that are similar to the current pro forma disclosures under SFAS 123, or whether they will be material to the consolidated financial statements.

(5) Interest Expense

     The following table summarizes interest expense, net :

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(6) Debt

     The following table summarizes long-term debt:

     Under our secured revolving credit facility in place at April 3, 2005, we had $7.5 million in outstanding borrowings. We also had approximately $9.2 million of standby letters of credit outstanding, and approximately $21.5 million (subject to a $2.0 million excess availability requirement) in additional borrowing capacity available thereunder.

     As of December 31, 2004, we had $1.0 million in outstanding borrowings under our secured revolving credit facility. We had approximately $9.2 million of standby letters of credit outstanding under the secured revolving facility, and approximately $26.6 million (subject to a $2.0 million excess availability requirement) in additional borrowing capacity available thereunder.

     The Company’s additional borrowing capacity available in each of the periods ended April 3, 2004 and December 31, 2004 reflects a reduction in the available amount for the value of the interest rate swap outstanding of $1.8 million and $0.7 million, respectively.

     Under the consignment and forward contracts arrangement with Fleet Precious Metals, Inc., operating as Bank of America Precious Metals (“BAPM”) in place at April 3, 2005, we had $12.8 million of silver in our inventory under the silver consignment facility and $2.0 million committed to under the forward contracts arrangement. At December 31, 2004, we had $13.9 million in our inventory under the silver consignment facility and $0.7 million outstanding under the forward contracts arrangement.

     On April 28, 2005, we established a new three-year receivables sale facility of up to $45 million arranged by Wachovia Bank, National Association (“Wachovia”); amended and restated our current secured revolving credit facility with Wachovia to provide for a three-year facility of up to $35 million; and amended and restated our silver consignment and forward contracts facility with BAPM. The amended and restated secured revolving credit agreement and amended and restated silver consignment agreement both amended their respective EBITDA and

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other financial covenants as of April 3, 2005. The Company was in compliance with the amended covenants as of April 3, 2005.

     All of the Company’s new, existing and amended liquidity facilities have cross default provisions.

(7) Contingencies

     We are subject to extensive environmental regulations imposed by local, state, federal and provincial authorities in the United States, Canada, China, Portugal and Mexico with respect to air emission, discharges to waterways, and the generation, handling, storage, transportation, treatment and disposal of waste material, and we have received various communications from regulatory authorities concerning environmental matters. We have accrued undiscounted estimated environmental remediation costs of $0.9 million as of April 3, 2005, consisting primarily of $0.7 million for the Ardmore, Tennessee facility and $0.2 million for the Decatur, Alabama facility. Based upon information currently available, we believe that the ultimate remediation costs for these matters are not reasonably likely to have a material effect on our business, financial condition or results of operations. However, actual costs related to these environmental matters could differ materially from the amounts we estimated and have accrued at April 3, 2005, and could result in additional exposure if these environmental matters are not resolved as anticipated.

(8) Comprehensive Income/(Loss)

     The following table summarizes comprehensive income/(loss) :

(9) Restructuring Charges

     At April 3, 2005, remaining reserves for restructuring charges were $0.4 million with respect to the Booneville, Mississippi facility closure and $0.1 million for severance costs at the Decatur, Alabama facility related to the relocation of product lines from Decatur to Shawnee, Oklahoma and Monterrey, Mexico.

     In the first quarter of 2005, we recorded a net restructuring credit of $0.1 million. This amount includes $0.1 million in restructuring expense related to severance payments in Canada, $0.1 million of expenses related to the Booneville, Mississippi facility, offset by the forgiveness of personal property taxes for 2004 related to the Booneville facility of $0.3 million. In the first

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quarter of 2004, we incurred restructuring expenses of $0.6 million consisting of $0.3 million for Booneville, $0.2 million for employee severance and $0.1 million related to our closed Roxboro, NC facility and other restructuring related issues.

(10) Industry Segments

     The Company operates in three business segments: commercial products, wholesale products and rod, bar and other products. These segments are distinguishable by their potential end-user application. Commercial products consist primarily of high value added products sold directly to original equipment manufacturers. Wholesale products are commodity-type plumbing tube products, which are primarily sold to plumbing wholesalers and distributors. Rod, bar and other products consist of products sold to a variety of customers and includes our European distribution business. The commercial products segment includes manufacturing plants in the U.S., Canada, China, Portugal and Mexico. The wholesale products segment includes manufacturing facilities in the U.S. and Canada. The rod, bar and other products segment has a manufacturing facility in the U.S. and Canada. All product segments share a common sales, marketing and distribution effort. The performance of our operating segments is measured on sales and gross profit, of which the level of sales is directly impacted by the price of metal, primarily copper. We do not allocate asset amounts and items of income and expense below gross profit or depreciation and amortization.

     Summarized financial information concerning our reportable segments is shown in the following table:

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(11) Pension Expense

U.S. Qualified Retirement Plan

     The following table summarizes the components of net periodic pension cost for the U.S. Qualified Retirement Plan:

U.S. Nonqualified Retirement Plan

     The following table summarizes the components of net periodic pension cost for the Supplemental Benefit Restoration Plan and the Supplemental Executive Retirement Plan:

Canadian Plans

     The following table summarizes the components of net periodic pension cost for the Canadian pension plans:

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Postretirement Benefit Obligation

     The following table summarizes the components of the net periodic costs for postretirement benefits:

(12) Assets Held for Sale

     On February 16, 2005, we entered into an agreement for the sale of the WRI land and building for $1.1 million U.S. dollars. This transaction closed on May 3, 2005. The Company incurred a loss of approximately $0.1 million on the sale of this property.

(13.) Income Taxes

     The income tax benefit of $1.0 million for the first quarter of 2005 is net of a $0.5 million tax charge related to the repatriation of $10.2 million from China under the American Jobs Creation Act of 2004

(14.) Litigation

     Our facilities and operations are subject to extensive environmental laws and regulations, and we are currently involved in various proceedings relating to environmental matters (See Note 7). We are not involved in any legal proceedings that we believe could have a material adverse effect upon our business, operating results or financial condition.

(15.) Consolidating Financial Information

     The following tables present consolidating financial information for: (a) Wolverine Tube, Inc. (the “Parent”) on a stand-alone basis; (b) on a combined basis, the guarantors of the 10.5% Senior Notes and 7.375% Senior Notes (“Subsidiary Guarantors”), which include TF Investor, Inc.; Tube Forming, L.P.; Wolverine Finance, LLC; Wolverine China Investments, LLC; Small Tube Manufacturing, LLC; Wolverine Joining Technologies, LLC; WT Holding Company, Inc. and Tube Forming Holdings, Inc.; and (c) on a combined basis, the Non-Guarantor Subsidiaries, which include Wolverine Tube (Canada) Inc.; 3072452 Nova Scotia Company; 3072453 Nova Scotia Company; 3072996 Nova Scotia Company; Wolverine Tube Canada Limited Partnership; Wolverine Tube (Shanghai) Limited; Wolverine European Holdings BV; Wolverine Tube Europe BV; Wolverine Tube, BV; Wolverine Tubagem (Portugal), Lda; Wolverine Joining Technologies Canada, Inc.; Wolverine Europe (EURL); WLVN de Latinoamerica, S. de R.L. de C.V.; and WLV Mexico, S. de R.L. de C.V. Each Subsidiary Guarantor is wholly-owned by

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Wolverine Tube, Inc. The guarantees of each of the Subsidiary Guarantors are full, unconditional, joint and several. Accordingly, separate financial statements of the wholly-owned Subsidiary Guarantors are not presented because the Subsidiary Guarantors are jointly, severally and unconditionally liable under the guarantees, and the Company believes that separate financial statements and other disclosures regarding the Subsidiary Guarantors are not material to investors. Furthermore, there are no significant legal restrictions on the Parent’s ability to obtain funds from its subsidiaries by dividend or loan.

     The Parent is comprised of manufacturing operations located in Alabama, Oklahoma, Tennessee, and Mississippi and certain corporate management, sales and marketing, information services and finance functions mostly located in Alabama but in the case of sales, regionally located near our major customers.

Wolverine Tube, Inc. and Subsidiaries
Consolidating Statements of Operations
For the Three-Months Ended April 3, 2005
(Unaudited)