MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2004
This Management's Discussion and Analysis of the Results of Operations and Financial Condition ("MD&A") for the three and six month periods ended June 30, 2004 was prepared as of August 3, 2004 and should be read in conjunction with the accompanying unaudited interim Consolidated Financial Statements for the three and six month periods ended June 30, 2004 and the audited Consolidated Financial Statements and MD&A of Intier Automotive Inc. (the "Company") for the year ended December 31, 2003, as included in the 2003 Annual Report to Shareholders. This Management's Discussion and Analysis discusses results of operations from continuing operations unless otherwise noted (see Note 5 "Discontinued Operations" in the accompanying June 30, 2004 unaudited interim Consolidated Financial Statements). All amounts in this MD&A are in U.S. dollars unless otherwise noted.
OVERVIEW
The Company is a global full service supplier of automotive interior and closure components, systems and modules whose principal products include interior systems, such as seating systems, cockpit systems, sidewall systems, cargo management systems and overhead, floor and acoustic systems and related components; and closure systems, including latching systems, glass moving systems, power sliding doors and liftgates, mid-door and tailgate modules, wiper systems and door modules. The Company directly supplies most of the major automobile manufacturers in the world.
The Company's operations consist of two business segments, Interior and Closure businesses, which are generally aligned on a product basis with the corresponding purchasing and engineering groups of the Company's customers. For the three month period ended June 30, 2004, the Company's Interior segment accounted for approximately 80% and 74% of the Company's consolidated sales and operating income, the Company's Closure segment accounted for approximately 20% and 25% of the Company's consolidated sales and operating income and Corporate income accounted for approximately 1% of the Company's consolidated operating income.
The following are the highlights of the Company's financial performance for the second quarter of 2004:
· | Total sales increased 26% to $1,409 million compared to $1,121 million for the second quarter of 2003. |
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Industry Risks and Trends
The following is a summary of some of the more significant risks and trends in the automotive industry that could affect the Company's financial results:
· | An economic downturn could reduce or eliminate the Company's profitability. The global automotive industry is cyclical and is sensitive to changes in economic conditions such as interest rates, consumer demand, commodity prices and international conflicts; |
· | Increasing price reduction pressures from the Customer could reduce sales and profit margins; |
· | The Company is under increasing pressure to absorb more costs related to product design and engineering and tooling as well as other items previously paid for directly by automobile manufacturers that could reduce profit margins; |
· | Shift in market share among vehicles could have an adverse effect on the Company's sales and profit margins; |
· | The Company's profitability is affected by movements of the U.S. dollar against the Canadian dollar, the British Pound, the euro and other currencies in which the Company generates revenues; |
· | The Company is under increasing pressure to move operations to lower cost jurisdictions like Mexico, China and Eastern Europe. The impact to the Company could include higher costs associated with the impairment of redundant assets and labour in certain higher cost jurisdictions in which the Company currently carries on business, relocation and start-up costs, all of which would adversely impact profit in the short term; and |
· | The Company's customers are increasingly requesting that each of their suppliers bear the cost of the repair and replacement of defective products which are either covered under automobile manufacturer's warranty or are the subject of a recall by the customer and which were improperly designed, manufactured or assembled by their suppliers. The Company is also subject to the risk of exposure to product liability claims in the event that the failure of the Company's products results in bodily injury and/or property damage. |
RESULTS OF OPERATIONS
Impact of Foreign Currency Translation
Three month periods ended | Six month periods ended | ||||||
2004 | 2003 | Change | 2004 | 2003 | Change | ||
1 Canadian dollar equals U.S. dollars | 0.7352 | 0.7171 | 3% | 0.7466 | 0.6895 | 8% | |
1 euro equals U.S. dollars | 1.2055 | 1.1391 | 6% | 1.2268 | 1.1059 | 11% | |
1 British Pound equals U.S. dollars | 1.8068 | 1.6208 | 11% | 1.8236 | 1.6114 | 13% | |
The Company's results are directly affected by the average exchange rate used to translate the results of its operations having a functional currency other than the U.S. dollar into U.S. dollars. The preceding table reflects the average foreign exchange rates between the primary currencies in which the Company conducts business and the Company's U.S. dollar reporting currency. These exchange rates have been used to translate the results of foreign operations into U.S. dollars. Throughout this MD&A, reference is made to the impact of foreign exchange on reported U.S. dollar amounts where relevant.
Three Month Periods Ended June 30, 2004 and 2003
Sales
(in millions, except average dollar content per vehicle)
Three month periods ended June 30, | 2004 | 2003 | ||
Vehicle production volumes | ||||
North America | 4.2 | 4.2 | ||
Europe | 4.4 | 4.3 | ||
Average dollar content per vehicle | ||||
North America | $ | 218 | $ | 153 |
Europe | $ | 95 | $ | 88 |
Production sales - Interior Systems | ||||
North America | $ | 683.8 | $ | 443.7 |
Europe | 364.2 | 338.2 | ||
Production sales - Closure Systems | 280.6 | 238.6 | ||
1,328.6 | 1,020.5 | |||
Tooling and engineering sales | 80.9 | 100.2 | ||
Total sales | $ | 1,409.5 | $ | 1,120.7 |
Production Sales - Interior Systems:
North America: North American production sales for the Interior business increased 54% to $683.8 million for the second quarter of 2004 compared to $443.7 million for the second quarter of 2003. This growth was primarily attributable to an increase in average dollar content per vehicle. The increase in average dollar content per vehicle was attributable to new products launched during the first half of 2004 including the complete seats, headliner and instrument panel for the Chevrolet Equinox; and the second and third row stow in floor seats for the DaimlerChrysler minivans and also to new products launched during the second half of 2003 including the complete seats, overhead system and interior trim for the Ford Freestar and Mercury Monterey; the integration of the complete interior, excluding seats for the Cadillac SRX; the seat mechanisms for the Honda Accord and Pilot; the door panels for the Chevrolet Malibu; and the cockpit module and seat tracks for the Chevrolet Colora do and the GMC Canyon.
Europe: European production sales for the Interior business increased 8% to $364.2 million for the second quarter of 2004 compared to $338.2 million for the second quarter of 2003. This growth was primarily due to the strengthening of the euro and British Pound relative to the U.S. dollar. New products launched in the second quarter of 2004 including the door panels for the BMW 1 Series; and the door panels, interior trim, carpet and cargo management system for the Mercedes A-Class; and new products launched in the second half of 2003 also contributed to the increased sales.
Production Sales - Closure Systems:
Production sales for the Closure business increased $42.0 million to $280.6 million for the second quarter of 2004 from $238.6 million for the second quarter of 2003. The increase in production sales is due to an increase in average dollar content per vehicle, which is primarily a result of the launch of a modular side door latch for a number of Audi programs in 2004 as well as other new products launched in 2003. Production sales for the Closure business have also been positively impacted by the strengthening of the euro and the Canadian dollar relative to the U.S. dollar.
Tooling and Engineering Sales:
The Company's consolidated tooling and engineering sales for the second quarter of 2004 decreased by $19.3 million to $80.9 million from $100.2 million for the second quarter of 2003 due to a lower number of new product launches during the second quarter of 2004 compared to the second quarter of 2003. Tooling and engineering sales decreased by $9.1 million to $74.6 million in the Interior business and decreased by $10.2 million to $6.3 million in the Closure business for the second quarter of 2004 compared to the second quarter of 2003.
Gross Margin
Three month periods ended June 30, | 2004 | 2003 | ||
Gross margin | $ | 180.3 | $ | 138.5 |
Gross margin as a percentage of total sales | 12.8% | 12.4% | ||
Gross margin increased by $41.8 million to $180.3 million in the second quarter of 2004 compared to $138.5 million in the second quarter of 2003. As a percentage of total sales, gross margin increased to 12.8% for the second quarter of 2004 compared to 12.4% for the comparable quarter of 2003. This increase is a result of sales from new products launched during the first half of 2004 and the second half of 2003, lower costs associated with launch of new products and new facilities as compared to the second quarter of 2003, operating improvements at certain divisions, approximately $3 million of incremental investment tax credits as compared to the second quarter of 2003 and the strengthening of the British Pound, euro and Canadian dollar relative to the U.S. dollar. These increases have been partially offset by increased raw material prices and operating inefficiencies at a certain division.
Operating Income
Three month periods ended June 30, | 2004 | 2003 | ||
Gross margin | $ | 180.3 | $ | 138.5 |
Less: | ||||
Depreciation and amortization | 27.2 | 24.4 | ||
Selling, general and administrative | 66.1 | 56.8 | ||
Affiliation and social fees | 19.1 | 17.4 | ||
Operating income | $ | 67.9 | $ | 39.9 |
Depreciation and amortization as a percentage of total sales | 1.9% | 2.2% | ||
Selling, general and administrative expenses as a percentage of total sales | 4.7% | 5.1% | ||
Depreciation and amortization: Depreciation and amortization expense increased by $2.8 million to $27.2 million for the second quarter of 2004 from $24.4 million for the second quarter of 2003. $3.3 million of the increase was due to additional depreciation expense as a result of the Company's continuing investment in capital equipment to support new programs and facilities and the strengthening of the Canadian dollar, euro, and British Pound relative to the U.S. dollar. This increase was partially offset by $0.5 million of lower depreciation expense relating to the closure of facilities in the first quarter of 2004.
Selling, general and administrative: Selling, general and administrative ("SG&A") costs increased by $9.3 million to $66.1 million for the second quarter of 2004 from $56.8 million for the second quarter of 2003. $10.6 million of the increase in SG&A costs was primarily attributable to the incremental costs associated with the launch of new products and new facilities and the strengthening of the Canadian dollar, euro and British Pound relative to the U.S. dollar. This increase was partially offset by $1.3 million of lower SG&A costs resulting from the closure of facilities in the first quarter of 2004.
Affiliation and social fees: The Company pays fees to Magna for certain rights provided under the terms of the Company's affiliation agreements and contributes a portion of its social commitment obligation under its Corporate Constitution pursuant to a social commitment agreement with Magna. These fees and social commitment contributions are based on the Company's sales and pretax profits. The fees and contributions to Magna expensed during the second quarter of 2004 were $19.1 million reflecting an increase of $1.7 million compared to $17.4 million expensed in the second quarter of 2003. The increase in fees is reflective of the increase in sales and pretax profits in the second quarter of 2004 compared to the second quarter of 2003.
Operating Income:
Three month periods ended June 30, | 2004 | 2003 | ||
Interior Systems | ||||
North America | $ | 53.5 | $ | 22.9 |
Europe | (3.6) | (0.5) | ||
Closure Systems | 17.0 | 17.1 | ||
Corporate | 1.0 | 0.4 | ||
Operating income | $ | 67.9 | $ | 39.9 |
Operating Income - Interior Systems:
North America: Operating income for the North American Interior business increased by $30.6 million to $53.5 million for the second quarter of 2004 from $22.9 million. Operating income was positively impacted by $35.2 million primarily as a result of increased sales from new products launched, increased sales on certain high content programs, lower costs associated with fewer launches of new products and new facilities offset by increased raw material prices, a $5.8 million improvement in operating income at a previous underperforming division and $2.7 million of incremental investment tax credits. These increases have been partially offset by a $10.3 million increase in SG&A costs and affiliation fees associated with the growth in sales and by a $2.8 million increase in depreciation and amortization expense resulting from the Company's continuing investment in capital equipment to support new production programs and facilities.
Europe: Operating loss for the European Interior business increased $3.1 million to $3.6 million for the second quarter of 2004 from $0.5 million for the second quarter of 2003. The negative impact was primarily due to a $2.7 million operating income deterioration at one particular division due to lower sales and operating inefficiencies.
Operating Income - Closure Systems:
Operating income for the Closure business decreased by $0.1 million to $17.0 million for the second quarter of 2004 from $17.1 million for the second quarter of 2003. Operating income increased by $3.0 million as a result of operating income improvements at a previous underperforming division. This was offset by a $2.3 million increase in SG&A costs and affiliation fees associated with the increase in sales and by $0.8 million resulting from increased costs associated with the launch of new products, new facilities and raw materials offset by higher sales from new products.
Operating Income - Corporate: Operating income for corporate for the second quarter of 2004 was $1.0 million as compared to $0.4 million for the comparable period in the prior year.
Other Items
Three month periods ended June 30, | 2004 | 2003 | ||
Operating income | $ | 67.9 | $ | 39.9 |
Interest expense, net | 0.6 | 0.5 | ||
Amortization of discount on Convertible Series Preferred Shares | 1.6 | 3.0 | ||
Equity (income) loss | (0.3) | 0.1 | ||
Income before income taxes and minority interest | 66.0 | 36.3 | ||
Income taxes | 27.9 | 16.3 | ||
Minority interest | 0.1 | 0.3 | ||
Net income from continuing operations | 38.0 | 19.7 | ||
Net loss from discontinued operations | - | 0.3 | ||
Net income | 38.0 | 19.4 | ||
Financing charge on Convertible Series Preferred Shares | 1.4 | 0.2 | ||
Net income attributable to Class A Subordinate Voting and Class B Shares | $ | 36.6 | $ | 19.2 |
Interest expense, net: The Company's interest expense for the second quarter of 2004 increased $0.1 million to $0.6 million compared to $0.5 million for the second quarter of 2003, primarily due to charges on bank indebtedness and long-term debt balances and to lower interest income earned on cash balances.
Amortization of discount on Convertible Series Preferred Shares: As part of the reorganization of the Company in August 2001, $225 million of Convertible Series Preferred Shares were issued to Magna. As a result, a $1.6 million charge relating to the Company's amortization of the discount on the Convertible Series Preferred Shares classified as debt was incurred during the second quarter of 2004 compared to $3.0 million in the second quarter of 2003. The decrease of amortization of discount on Convertible Series Preferred Shares is reflective of the Series 1 Convertible Preferred Shares being fully amortized at December 31, 2003.
Income taxes: The effective tax rate on income before income taxes and minority interest was 42% for the second quarter of 2004 compared to 45% for the second quarter of 2003. Excluding the impact of losses not benefited, the non-deductible amortization of discount on Convertible Series Preferred Shares and a $3.1 million valuation allowance for future taxes recorded in the second quarter of 2004, the effective tax rate was approximately 33% for the second quarter of 2004 as compared to 32% for the second quarter of 2003.
Net income from continuing operations: Net income from continuing operations for the second quarter of 2004 was $38.0 million as compared to $19.7 million for the second quarter of 2003. The increase was attributable to increased operating income resulting primarily from increased sales from new products launched during the first half of 2004 and the second half of 2003, increased sales on certain high content programs, lower costs associated with fewer launches of new products and new facilities, operating income improvements at certain underperforming divisions, incremental investment tax credits and lower amortization of discount on Convertible Series Preferred Shares. These increases were partially offset by increased raw material prices, increased SG&A costs and affiliation fees associated with the increase in sales, increased depreciation and amortization expense resulting from the Company's continuing investment in capital equipment to support new production pr ograms and facilities, operating income deterioration at one particular division and increased income tax expense.
Net loss from discontinued operations: Net loss from discontinued operations for the second quarter of 2003 relates to the sale of a manufacturing facility during the first quarter of 2004 formerly reported in the European Interior Systems segment. As required by the Canadian Institute of Chartered Accountants Handbook Section 3475 "Disposal of Long-Lived Assets and Discontinued Operations", the results of the discontinued operations have been segregated from the results of continuing operations. For the second quarter of 2003, the Company incurred a net loss from discontinued operations of $0.3 million on $11.5 million of sales. For the full year of 2003, the Company incurred a net loss from discontinued operations of $0.4 million on $47.5 million of sales.
Financing Charge: The deduction from net income of dividends declared and paid on the Convertible Series Preferred Shares (net of return of capital) was $1.4 million for the second quarter of 2004 compared to $0.2 million for second quarter of 2003. The increase is a result of the dividend equity component of the Series 1 Convertible Preferred Shares being fully utilized.
Earnings Per Share
Three month periods ended June 30, | 2004 | 2003 | ||||
Earnings per Class A Subordinate Voting or | ||||||
Basic | $ | 0.74 | $ | 0.40 | ||
Diluted | $ | 0.61 | $ | 0.36 | ||
Earnings per Class A Subordinate Voting or Class B Share (U.S.$) | ||||||
Basic | $ | 0.74 | $ | 0.40 | ||
Diluted | $ | 0.61 | $ | 0.35 | ||
Average number of Class A Subordinate Voting and Class B Shares outstanding (in millions) | ||||||
Basic | 49.6 | 48.4 | ||||
Diluted | 64.7 | 63.3 | ||||
Diluted earnings per Class A Subordinate Voting or Class B Share from continuing operations for the second quarter of 2004 was $0.61 compared to $0.36 for the second quarter of 2003. The increase in diluted earnings per Class A Subordinate Voting or Class B Share from continuing operations is a result of higher net income for the second quarter of 2004 compared to the second quarter of 2003. The impact of discontinued operations on diluted earnings per Class A Subordinate Voting or Class B Share for the second quarters of 2004 and 2003 was nil and a reduction of $0.01, respectively. The 2003 full year impact of discontinued operations on diluted earnings per share was a reduction of $0.01.
On June 22, 2004, Magna International Inc. ("Magna") exercised its right to convert 27,500 Series 1 Convertible Preferred Shares into Class A Subordinate Voting Shares of the Company. The Company's Series 1 and Series 2 Convertible Preferred Shares are convertible by Magna at a fixed conversion price of $15.09 per Class A Subordinate Voting Share and accordingly, Magna received 182,239 Class A Subordinate Voting Shares of the Company.
During the second quarter of 2004, the Company issued 146,633 Class A Subordinate Voting Shares to the Intier Employee Equity and Profit Participation Program.
The remaining increase in the average number of Class A Subordinate Voting and Class B Shares outstanding relates to the exercise of stock options granted under the Company's Incentive Stock Option Plan.
Overview of Six Month Periods Ended June 30, 2004 and 2003
Sales
(in millions, except average dollar content per vehicle)
Six month periods ended June 30, | 2004 | 2003 | ||
Vehicle production volumes | ||||
North America | 8.3 | 8.3 | ||
Europe | 8.8 | 8.6 | ||
Average dollar content per vehicle | ||||
North America | $ | 213 | $ | 146 |
Europe | $ | 99 | $ | 86 |
Production sales - Interior Systems | ||||
North America | $ | 1,304.2 | $ | 836.5 |
Europe | 757.2 | 658.1 | ||
Production sales - Closure Systems | 576.4 | 462.6 | ||
2,637.8 | 1,957.2 | |||
Tooling and engineering sales | 164.8 | 183.4 | ||
Total sales | $ | 2,802.6 | $ | 2,140.6 |
Production Sales - Interior Systems:
North America: North American production sales for the Interior business increased 56% to $1,304.2 million for the first half of 2004 compared to $836.5 million for the first half of 2003. This growth was due to an increase in average dollar content per vehicle and to the strengthening of the Canadian dollar relative to the U.S. dollar. The increase in average dollar content per vehicle was attributable to new products launched during the first half of 2004 including the complete seats, headliner and instrument panel for the Chevrolet Equinox; the second and third row stow in floor seats for the DaimlerChrysler minivans and to new products launched during the second half of 2003 including the complete seats, overhead system and interior trim for the Ford Freestar and Mercury Monterey; the integration of the complete interior, excluding seats, for the Cadillac SRX; the seat mechanisms for the Honda Accord and Pilot; the door panels for the Chevrolet Malibu and the cockpit module and seat tracks for the Chevrolet Colorado and the GMC Canyon.
Europe: European production sales for the Interior business increased 15% to $757.2 million for the first half of 2004 compared to $658.1 million for the first half of 2003. This growth was primarily due to the strengthening of the euro and British Pound relative to the U.S. dollar. New products launched in the first half of 2004, including the door panels for the BMW 1 Series; and the door panels, interior trim, carpet and cargo management system for the Mercedes A-Class and new products launched during the second half of 2003 also contributed to the increased sales.
Production Sales - Closure Systems:
Production sales for the Closure business increased 25% to $576.4 million for the first half of 2004 from $462.6 million for the first half of 2003. The increase in production sales was primarily due to the increase in average dollar content per vehicle from the six month period ended June 30, 2003, and the strengthening of the euro and Canadian dollar relative to the U.S. dollar. The increase in average dollar content per vehicle is primarily a result of the launch of a modular side door latch for a number of Audi programs as well as other new programs launched during 2003.
Tooling and Engineering Sales:
The Company's consolidated tooling and engineering sales for the first half of 2004 decreased 10% to $164.8 million from $183.4 million for the first half of 2003 due to a lower number of new product launches during the first half of 2004 compared to the first half of 2003. Tooling and engineering sales decreased by $3.7 million to $150.3 million in Interior business and decreased by $14.9 million to $14.5 million in the Closure business for the first half of 2004.
Operating Income
Six month periods ended June 30, | 2004 | 2003 | ||
Interior Systems | ||||
North America | $ | 98.7 | $ | 35.5 |
Europe | (10.7) | 2.8 | ||
Closure Systems | 34.2 | 31.7 | ||
Corporate | 0.7 | 0.6 | ||
Operating Income | $ | 122.9 | $ | 70.6 |
Operating Income - Interior Systems:
North America: Operating income for the North American Interior business increased by $63.2 million to $98.7 million for the first half of 2004 from $35.5 million for the first half of 2003. Operating income was positively impacted by $74.4 million primarily as a result of increased sales from new product launches, increased sales on certain high content programs, lower costs associated with fewer launches of new products and new facilities offset by increased raw material prices, a $10.1 million improvement in operating income at a previous underperforming division and $5.0 million of incremental investment tax credits. These increases have been partially offset by $20.4 million of increased SG&A costs and affiliation fees associated with the increase in sales and by $5.9 million of increased depreciation and amortization expense resulting from the Company's continuing investment in capital equipment to support new production programs and facilities.
Europe: Operating income for the European Interior business decreased by $13.5 million to an operating loss of $10.7 million for the first half of 2004 from operating income of $2.8 million for the first half of 2003. The decrease is primarily attributable to a $4.0 million charge relating to the writedown of inventory at two reorganized facilities and a $5.6 million operating income deterioration at one particular division due to lower sales and operating inefficiencies.
Operating Income - Closure Systems:
Operating income for the Closure business increased by $2.5 million to $34.2 million in the first half of 2004 from $31.7 million in the first half of 2003. Operating income was positively impacted by $8.6 million primarily as a result of a $6.0 million operating income improvement at a previous underperforming division, $1.5 million of incremental investment tax credits and $1.1 million as a result of increased sales from new products; the strengthening of the euro and Canadian dollar offset by increased raw material prices and increased costs associated with the launch of new products and new facilities. These increases were partially offset by a $2.5 million charge for severance and termination costs related to the closure of a division and by $3.6 million of increased SG&A costs and affiliation fees associated with the increase in sales.
Operating Loss - Corporate: The operating income for corporate increased by $0.1 million from $0.6 million in the first half of 2003 to $0.7 million in the first half of 2004.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Three Month Periods Ended June 30, 2004 and 2003
Operating Activities
Three month periods ended June 30, | 2004 | 2003 | ||
Net income from continuing operations | $ | 38.0 | $ | 19.7 |
Items not involving current cash flows | 47.9 | 36.2 | ||
85.9 | 55.9 | |||
Change in non-cash working capital | 10.3 | (48.2) | ||
$ | 96.2 | $ | 7.7 | |
During the second quarter of 2004, cash from operations before changes in working capital increased by $30.0 million to $85.9 million from $55.9 million for the second quarter of 2003. The increase was primarily a result of an increase in net income from continuing operations of $18.3 million and an increase in non-cash items of $11.7 million due primarily to higher depreciation and future tax expense. The $10.3 million of cash generated from working capital during the second quarter of 2003 is the result of a $14.9 million decrease in accounts receivable, a $13.7 million decrease in inventories offset by a $14.7 million decrease in accounts payable and accrued liabilities and a $3.6 million increase in other working capital.
Investment Activities
Three month periods ended June 30, | 2004 | 2003 | ||
Capital asset additions | $ | (27.3) | $ | (33.2) |
Investments and other asset additions | (5.4) | (3.9) | ||
Proceeds from disposition of capital assets and other | 0.1 | - | ||
$ | (32.6) | $ | (37.1) | |
Cash used for capital assets, investment and other asset spending was $32.7 million for the second quarter of 2004 compared to $37.1 million for the second quarter of 2003. This use of funds in the second quarter of 2004 was partially offset by cash received from normal course capital and other asset dispositions of $0.1 million.
Financing Activities
Three month periods ended June 30, | 2004 | 2003 | ||
Increase (decrease) in bank indebtedness | $ | 13.8 | $ | (30.7) |
Net repayments of long-term debt and other long-term liabilities | (2.4) | (2.5) | ||
Dividends on Class A Subordinate Voting and Class B Shares | (5.0) | (5.0) | ||
Dividends on Convertible Series Preferred Shares | (2.8) | (2.8) | ||
Issue of Class A Subordinate Voting Shares | 3.1 | 6.5 | ||
$ | 6.7 | $ | (34.5) | |
Cash generated from financing activities was $6.7 million for the second quarter of 2004 compared to cash used in financing activities of $34.5 million for the second quarter of 2003. Cash generated from financing activities for the second quarter of 2004 included net issuances of debt (including bank indebtedness, long-term debt and other long-term liabilities) of $11.4 million. Cash used in financing activities for the second quarter of 2003 included net repayments of debt of $33.2 million. Dividends paid during the second quarters of 2004 and 2003 were $0.10 per Class A Subordinate Voting and Class B Share totalling $5.0 million. Dividends paid on Convertible Series Preferred Shares for the second quarters of 2004 and 2003 were $2.8 million. During the second quarter of 2004, 146,633 Class A Subordinate Voting Shares were issued to the Intier Employee Equity and Profit Participation Program for total proceeds of $2.6 million compared to 470,415 Class A Subordinate Voting Share s issued during the second quarter of 2003 for total proceeds of $6.5 million. The remainder of the proceeds from the issue of Class A Subordinate Voting Shares for the second quarter of 2004 relate to the exercise of options granted under the Company's Incentive Stock Option Plan.
Six Month Periods Ended June 30, 2004 and 2003
Operating Activities
Six month periods ended June 30, | 2004 | 2003 | ||
Net income from continuing operations | $ | 67.9 | $ | 34.1 |
Items not involving current cash flows | 85.4 | 68.7 | ||
153.3 | 102.8 | |||
Change in non-cash working capital | 16.3 | (3.5) | ||
$ | 169.6 | $ | 99.3 | |
During the first half of 2004, cash generated from operations before changes in working capital increased by $50.5 million to $153.3 million from $102.8 million for the first half of 2003. The increase was primarily a result of an increase in net income from continuing operations of $33.8 million as well as an increase in non-cash items of $16.7 million due primarily to higher depreciation and future tax expense. The $16.3 million of cash generated from working capital during the first half of 2004 is a result of a $135.2 million increase in accounts payable and accrued liabilities and a $10.5 million decrease in inventories, offset by $127.0 million increase in accounts receivable and a $2.4 million increase in other working capital. The increase in accounts receivable and accounts payable and accrued liabilities is primarily due to increased sales from new programs launched in the latter half of 2003 and in the first half of 2004.
Investment Activities
Six month periods ended June 30, | 2004 | 2003 | ||
Capital asset additions | $ | (52.6) | $ | (57.1) |
Investment and other asset additions | (9.9) | (5.8) | ||
Proceeds from disposition of capital assets and other | 0.8 | 0.1 | ||
$ | (61.7) | $ | (62.8) | |
Cash used for investment activities during the first half of 2004 decreased to $61.7 million compared to $62.8 million during the first half of 2003. Cash used for capital and other asset spending was $62.5 million and $62.9 million for the first half of 2004 and 2003, respectively. This use of funds was partially offset by cash received from normal course fixed and other asset dispositions of $0.8 million and $0.1 million during the first half of 2004 and 2003, respectively.
Financing Activities
Six month periods ended June 30, | 2004 | 2003 | ||
Increase (decrease) in bank indebtedness | $ | 5.9 | $ | (26.9) |
Net repayments of long-term debt and other long-term liabilities | (4.8) | (3.5) | ||
Dividends on Class A Subordinate Voting and Class B Shares | (9.9) | (7.4) | ||
Dividends on Convertible Series Preferred Shares | (5.5) | (5.6) | ||
Issue of Class A Subordinate Voting Shares | 8.5 | 6.5 | ||
$ | (5.8) | $ | (36.9) | |
Cash used in financing activities was $5.8 million for the first half of 2004 compared to $36.9 million for the first half of 2003. Cash used in financing activities for the first half of 2004 included net issuances of debt (including bank indebtedness, long-term debt and other long-term liabilities) of $1.1 million compared to net repayments of debt of $30.4 million for the first half of 2003. Dividends paid during the first half of 2004 were $0.20 per Class A Subordinate Voting and Class B Share totalling $9.9 million compared to $0.15 per Class A Subordinate Voting and Class B Share during the first half of 2003, totalling $7.4 million. Dividends paid on Convertible Series Preferred Shares for the first half of 2004 were $5.5 million compared to $5.6 million for the first half of 2003. During the first half of 2004, 455,241 Class A Subordinate Voting Shares were issued to the Intier Employee Equity and Profit Participation Program for total proceeds of $7.7 million compared to 470,415 Class A Subordin ate Voting Shares issued in the first half of 2003 for total proceeds of $6.5 million. The remainder of the proceeds from the issue of Class A Subordinate Voting Shares for the first half of 2004 relate to the exercise of options granted under the Company's Incentive Stock Option Plan.
Consolidated Capitalization
The Company's net cash (including bank indebtedness, long-term debt including current portion, and the liability portion of the Convertible Series Preferred Shares, less cash and cash equivalents) to total capitalization (including net cash and shareholders' equity), was 3.8% at June 30, 2004 compared to net debt to total capitalization of 7.8% at December 31, 2003.
The above total capitalization figures treat the liability portion ($215.0 million and $214.7 million as at June 30, 2004 and December 31, 2003, respectively) of the Convertible Series Preferred Shares as debt. The Series 1 Convertible Preferred Shares are retractable by Magna on or after December 31, 2003 and the Series 2 Convertible Preferred Shares are retractable by Magna on or after December 31, 2004. These instruments are also convertible into Intier Class A Subordinate Voting Shares at a fixed conversion price of U.S.$15.09 per Class A Subordinate Voting Share.
Unused and Available Financing Resources
Cash on hand increased to $315.2 million at June 30, 2004 from $216.7 million at December 31, 2003. At June 30, 2004, the Company had credit facilities of $503.6 million, of which $423.4 million are unused and available. $347.9 million of the unused and available facilities represent the unused and available portion of the Company's $385 million three year revolving credit facility that expires September 27, 2004. The Company is in the advanced stages of renewing the three year revolving credit facility on similar terms to the existing facility. The Company anticipates renewal of the facility prior to September 27, 2004.
In addition to the above unused and available financing resources, the Company and certain of its North American subsidiaries sponsored a tooling finance program for tooling suppliers to finance tooling under construction. Under this program, the facility provider ordered tooling from tooling suppliers and will subsequently sell such tooling to the sponsor or its designee. The facility provider made, and continues to make on previously ordered tooling, advances to tooling suppliers based on tool build milestones approved by the sponsor or its designee. On completion of the tooling, the facility provider will sell the tooling to the sponsor or its designee for an amount equal to cumulative advances including carrying costs. In the event of tooling supplier default, the sponsor will purchase in progress tooling for an amount approximating cumulative advances. As at June 30, 2004, $26.5 million had been advanced to tooling suppliers under the Company's portion of this facility. This amount is included in accounts payable on the Company's June 30, 2004 unaudited Consolidated Balance Sheet.
The Company typically receives a contract or production purchase order from an automobile manufacturer to produce a component, assembly, module or system for one or more vehicle model years. As part of these contracts, the Company may be required to absorb costs relating to product design and engineering and tooling costs and recover these costs by increasing the unit price of the related products. If estimated production volumes are not achieved, the Company may not fully recover these costs. It is expected that the Company will continue to incur increasing amounts of design and engineering and tooling costs, primarily related to newly awarded production contracts with production planned to start during the remainder of 2004 through to 2006.
Capital and investment spending for existing businesses and projects is expected to range between $120 million and $140 million for 2004. The majority of capital spending in 2004 relates to the award of new production contracts and includes spending for new machinery and equipment, new production facilities, maintenance improvements and planned efficiency enhancements. Management believes the Company is in a position to meet all of 2004 planned cash requirements from its cash balances on hand and cash provided from operations. A decrease in estimated vehicle production volumes could adversely impact cash provided from operating activities in 2004. Cash provided from operating activities totalled $169.6 million and $99.3 million for the six month periods ended June 2004 and 2003, respectively.
Off Balance Sheet Financing
During the second quarter of 2004, the Company entered into an operating lease agreement for vehicle parts tooling. The lease facility requires lease payments for tooling costs, which approximated $10.0 million be made monthly over the lease term expiring January 2008. The lease commenced when all tooling costs were funded on June 18, 2004.
Guarantees
In February of 2003, the CICA approved an Accounting Guideline, AcG-14, "Disclosure of Guarantees" ("AcG-14"). The guidelines require financial statement disclosures to be made by a guarantor about its obligations under guarantees. The Guideline is applicable for interim and annual periods beginning on or after January 1, 2003.
The Company has guarantees to third parties that include future rent, utility costs, workers compensation claims under development, commitments linked to maintaining specific employment, customs duties and obligations linked to performance of specific vehicle programs. The amount of these guarantees is not individually or in aggregate significant.
Contingencies
On June 10, 2004, the Company was served with a statement of claim issued in the Ontario Superior Court of Justice by C-MAC Invotronics Inc., a subsidiary of Solectron Corporation. The plaintiff is a supplier of electro-mechanical and electronic automotive parts and components to the Company. The Statement of claim alleges, among other things:
· | improper use by the Company of the plaintiff's confidential information and technology in order to design and manufacture certain automotive parts and components; and |
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The plaintiffs are seeking, among other things, compensatory damages in the amount of Cdn. $150 million and punitive damages in the amount of Cdn. $10 million. Despite the early stages of the litigation, the Company believes it has valid defenses to the plaintiffs' claims and therefore intends to defend this case vigorously.
In the ordinary course of business activities, the Company may be contingently liable for litigation and claims with customers, suppliers and former employees and for environmental remediation costs. Management believes that adequate provisions have been recorded in the accounts where required. Although it is not possible to estimate the extent of potential costs and losses, if any, management believes, but can provide no assurance that the ultimate resolution of such contingencies would not have a material adverse effect on the financial position and results of operations of the Company. Please refer to Note 22 "Contingencies" in the 2003 audited Consolidated Financial Statements included in the Company's 2003 Annual Report to Shareholders.
The Company has a number of arrangements in Canada, the United States, the United Kingdom and Europe which provide pension and future employee benefits to its retired and current employees. Pension arrangements include statutory pension plans as well as similar arrangements, which provide pension benefits as required by statute. The Company has obligations under its defined benefit pension plans and other statutory plans. Unfunded unrecognized net actuarial gains and losses are amortized and charged to earnings over the average remaining service period of active employees. All pension plans and similar arrangements are funded to the minimum legal funding requirement. In certain plans, there is no legal requirement to fund the obligation until such time as they are actually incurred and as a result these arrangements are unfunded. In the event that any of these plans are terminated or wound up, an immediate payment of all unfunded amounts may be required and these amounts could materially exceed the curre nt unfunded position.
ACCOUNTING CHANGES |
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The retroactive changes to the Consolidated Balance Sheet at December 31, 2003 are as follows: | |||
Capital assets | $ | 6.1 | |
$ | 6.1 | ||
Other long-term liabilities | $ | 11.6 | |
Future tax liabilities | (1.0) | ||
Retained earnings | (3.7) | ||
Currency translation | (0.8) | ||
$ | 6.1 | ||
Net income for the three and six month periods ended June 30, 2003 was reduced by $0.3 million and $0.5 million respectively. Basic and diluted earnings per share for the three month period ended June 30, 2003 were reduced by $0.01 and nil, respectively. Basic and diluted earnings per share for the six month period ended June 30, 2003 were reduced by $0.01 and $0.01, respectively. |
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Stock-Based Compensation
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