UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 1-7807
CHAMPION PARTS, INC.
----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Illinois 36-2088911
- --------------------------------- ---------------------------------
(State or other jurisdiction (IRS Employer Identification Number)
of incorporation or organization)
2005 West Avenue B, Hope, AR 71801
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (870) 777-8821
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant
to Section 12(g) of the Act: Common Shares, $.10 Par Value
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or
any amendment to this Form 10-K. [X]
As of March 22, 2000, 3,655,266 Common Shares were outstanding and the
aggregate market value of the Common Shares held by non-affiliates of the
Registrant (based on the closing price as reported on the National Quotation
Bureau Incorporated) was approximately $1,768,785. For information as to
persons considered to be affiliates for purposes of this calculation, see
"Item 5. Market for the Company's Common Shares and Related Shareholder
Matters".
-1-
PART I
Item 1. Business
--------
Unless context indicates otherwise, the term "Company" as used herein
means Champion Parts, Inc. and its subsidiaries.
PRODUCTS
The Company is reporting two operating segments in the same format as
reviewed by the Company's senior management. In segment one, the Company
remanufactures and sells replacement fuel system components (carburetors and
diesel fuel injection components) and constant velocity drive assemblies for
substantially all makes and models of domestic and foreign automobiles and
trucks. In segment two, it remanufactures and sells replacement electrical
and mechanical products for certain passenger car, agricultural and heavy
duty truck original equipment applications.
During the fiscal years ended December 31, 1999 and December 27, 1998 and
December 28, 1997, the Company's sales of parts for automobiles (including
light duty trucks) accounted for approximately 88% and 82%, and 78%
respectively, of the Company's net sales; while sales of parts for heavy duty
trucks and farm equipment accounted for approximately 12%, 18%, and 22%,
respectively, of net sales.
MARKETING AND DISTRIBUTION
The Company's products are marketed throughout the continental United
States and in a limited manner in Canada. The Company sells carburetors and
constant velocity drive assemblies to automotive warehouse distributors,
which in turn sell to jobber stores and through them to service stations,
automobile repair shops and individual motorists. In addition, the Company
sells to aftermarket retail chains that distribute products through their
stores. The Company sells electrical, mechanical and constant velocity drive
products to manufacturers of automobiles, trucks and farm equipment, which
purchase the Company's products for resale through their dealers. Of the
Company's net sales in the year ended December 31, 1999, approximately 75%
were to retailers; approximately 23% were to manufacturers of automobiles,
trucks and farm equipment and heavy duty fleet specialists; and approximately
2% were to automotive warehouse distributors and other customers.
The Company exhibits its products at trade shows. The Company also prepares
and publishes catalogs of its products, including a guide with information
as to the various vehicle models for which the Company's products may be used
and a pictorial product identification guide to assist customers in the
return of used units. The Company's salesmen and sales agents call on
selected customers of warehouse distributors which carry the Company's
products to familiarize these customers with the Company's products and the
applications of its products to varied automotive equipment.
During the fiscal year ended December 31, 1999, the three largest customers
of the Company accounted for approximately 50% (AutoZone, Inc.), 25%
(Advance Auto Parts) and 13% (John Deere), respectively, of net sales, and
no other customer accounted for more than 10% of net sales.
-2-
The Company makes available to its customers the MEMA Transnet computerized
order entry system that is administered by the Motor Equipment Manufacturers
Association. The MEMA Transnet system enables a customer in any area of the
United States to place orders into the Company's central computer, which
transmits the orders to the Company's plant servicing that customer's
geographic area. It also has direct Electronic Data Interchange with its
largest customers.
At December 31, 1999, two direct salesmen and 12 sales agencies make sales
calls.
The Company's sales are typically higher in the first and second quarters
than in the third and fourth quarters as there are more repairs of fuel
systems, agricultural and heavy-duty products in those periods.
MATERIALS
In its remanufacturing operations, the Company obtains used units, commonly
known as "cores". A majority of the units remanufactured by the Company
are acquired from customers as trade-ins, which are encouraged by the Company
in the sale of remanufactured units.
The price of a finished product is comprised of a separately invoiced amount
for the core included in the product ("core value") and an amount for
remanufacturing. Upon receipt of a core as a trade-in, credit is given to the
customer for the then current core value of the part returned. The Company
limits trade-ins to cores for units included in its sales catalogs and in
rebuildable condition, and credit for cores is allowed only against purchases
by a customer of similar remanufactured products within a specified time
period. A customer's total allowable credit for core trade-ins is further
limited by the dollar volume of the customer's purchases of similar products
within such time period. In addition to allowing core returns, the Company
permits warranty and stock adjustment returns (generally referred to as
"product returns") pursuant to established policies. The Company's core
return policies are consistent with industry practice, whereby
remanufacturers accept product returns from current customers regardless of
whether the remanufacturer actually sold the product. The Company has no
obligation to accept product returns from customers that no longer purchase
from the Company.
Other materials and component parts used in remanufacturing, and some cores,
are purchased in the open market. When cores are not available in sufficient
supply for late models of automobiles, trucks and farm equipment or for
foreign model automobiles, new units sometimes are purchased and sold as
remanufactured units. To market a full line of products, the Company also
purchases certain remanufactured and new automotive parts, which it does not
produce.
PATENTS, TRADEMARKS, ETC.
The Company has no material patents, trademarks, licenses, franchises or
concessions.
BACKLOG
The Company did not have a significant order backlog at any time during the
1999 fiscal year.
-3-
COMPETITION
The remanufactured automotive parts industry is highly competitive as the
Company competes with a number of other companies (including certain
original equipment manufacturers) which sell remanufactured automotive
parts. The Company competes with several large regional remanufacturers
and with remanufacturers that are franchised by certain original equipment
manufacturers to remanufacture their products for regional distribution.
The Company also competes with numerous remanufacturers that serve
comparatively local areas. In addition, sales of remanufactured parts
compete with sales of similar new replacement parts. Manufacturers of kits
used by mechanics to rebuild carburetors may also be deemed to be competitors
of the Company.
The Company competes in a number of ways, including price, quality, product
performance, prompt order fill, service and warranty policy. The Company
believes its technical expertise in the niche product lines it sells has been
an important factor in enabling the Company to compete effectively.
ENGINEERING
Product engineers support each of the Company's main product lines.
Engineers participate in product planning, product line structuring,
cataloging and engineering of the Company's products and in developing
manufacturing processes. The primary activities of the product engineers
are in improving the quality of existing products, formulating specifications
and procedures for remanufactured products for use on makes and models of
vehicles for which they were originally designed, converting cores from
earlier makes and models for use on other makes and models and developing
specifications, supplies and procedures for remanufacturing newly introduced
products.
The engineers also design and build new tools, machines and testing
equipment for use in all the Company's plants, and develop specifications
for certain components manufactured by the Company for use in its
remanufacturing operations. The engineers design and test new methods of
reassembling components and cleaning parts and cores. The Company believes
such activities improve the Company's ability to serve the needs of its
customers.
The Company retains a Director of Quality Assurance who conducts periodic
quality audits of the Company's plants under its quality improvement program
to test product quality and compliance with specifications.
ENVIRONMENTAL MATTERS
The Company is subject to various federal, state and local environmental laws
and regulations incidental to its business. The Company continues to modify,
on an ongoing basis, processes that may have an environmental impact.
Although management believes that the current level of environmental reserves
are adequate to satisfy the future compliance with the environmental laws,
the ultimate outcome of its environmental matters and potential insurance
settlements are undeterminable. Accordingly, there can be no assurance that
these reserves will be adequate. See Item 3, Legal Proceedings -
Environmental Matters for additional discussion.
-4-
EMPLOYEES
As of December 31, 1999, the Company employed approximately 545 persons,
including 58 salaried employees at corporate headquarters and plant
locations; and approximately 487 production, warehouse and maintenance
employees.
The Collective Bargaining Agreement between the Company and the International
Brotherhood of Electrical Workers at the Company's Pennsylvania facility was
renewed, for a three year term in November 1999, effective as of September
1, 1999. The contract was settled with wage increases granted over the life
of the agreement which comes up for renewal August 31, 2002.
Item 2. Properties
----------
Relocation of the Company's corporate headquarters from Glen Ellyn, Illinois
to Hope, Arkansas was completed in the first quarter of 2000. Corporate
headquaters now occupies office space at the Hope Division Facility, 2005 West
Avenue B, Hope, Arkansas. This facility houses the Company's corporate office
functions, including executive administration, finance, and data processing.
The following table sets forth certain information with respect to each of the
Company's remanufacturing, warehousing and service facilities other than the
Corporate headquarters:
Warehouse Remanufacturing
Area Area
Location (Sq. Ft.) (Sq.Ft)
- ------------------------------- ------------ ----------------
OWNED:
Beech Creek, Pennsylvania 40,000 160,000
HELD UNDER INDUSTRIAL
REVENUE FINANCING ARRANGEMENTS:
- ------------------------------
Hope, Arkansas 55,000 221,000
LEASED:
- ------
Fresno, California 4,000 -0-
Oshawa, Ontario, Canada 3,400 -0-
The Company's plants are well maintained and are in good condition and
repair. A substantial portion of the machinery and equipment has been
designed by the Company for its particular purposes and, in many instances,
has been built by it.
-5-
Item 3. Legal Proceedings
-----------------
Environmental Matters:
1. Beech Creek, Pennsylvania Facility Soil and Groundwater Contamination
----------------------------------------------------------------------
In May 1991, the Pennsylvania Department of Environmental Protection (PADEP)
notified the Company that there was evidence of trichloroethylene and
trichloroethane in the soil, and possibly the groundwater under the Beech
Creek facility. Further, PADEP was concerned that the contamination had
migrated off site. PADEP demanded that the Company conduct an investigation
to determine the source and extent of the contamination, and perform any
required cleanup.
The Company retained a qualified environmental consultant, Todd Giddings
& Associates, Inc. (TGAI) to prepare a site investigation plan. In June
of 1992 PADEP approved the investigation plan. The plan included extensive
soil testing and groundwater monitoring. TGAI completed the investigation
in 1995.
Cleanup commenced in 1995 at the Beech Creek plant. Cleanup activities
consist of the venting of volatile organic gases from soil, and the pumping
and treating of groundwater. While there are always uncertainties in
predicting future cleanup costs, recent experience has shown that the
maintenance and operation of the system has been approximately $20,000 per
year.
In November 1998, the Company submitted a plan to PADEP to monitor
groundwater and to stop operation of the remediation system under
Pennsylvania's "Act Two". The plan was approved in late 1999. The
first phase of the plan, allowing partial shutdown of the ground water
treatment, is expected to be completed during the first half of 2000.
The Company's current consultant, Environmental Consulting, Inc. ("ECI")
currently is unable to predict how long the remediation system will have
to operate.
The Beech Creek matter is a subject of the insurance carrier litigation (see
paragraph 4 below).
2. Lawson Street, City of Industry, California Cleanup Proceedings, and
Puente Valley, California Superfund Proceeding
--------------------------------------------------------------------
The Company formerly operated a manufacturing facility at 825 Lawson Street,
City of Industry, California. In response to requirements imposed by the
Los Angeles Regional Water Quality Control Board (the "Los Angeles Board")
in letters dated March 27, 1992, and April 18, 1994, the Company, along with
another former lessee and a former owner of the Lawson Street property,
retained an environmental consultant to perform a site assessment of the
Lawson Street property. The site assessment, completed in July 1994,
revealed volatile organic compounds in the soil and shallow groundwater
beneath the Lawson Street property. A site assessment report was submitted
to the Los Angeles Board in 1995.
Cleanup commenced in early 1999 at the Lawson Street property. The cleanup
actvity consists of soil vapor extraction. As part of a settlement with Soto
Associates, the current owner of the property, the Company and two other
-6-
defendants to that action deposited a total of $423,000 into a remedition
escrow, which is believed to be sufficient funding for the cleanup. Under an
interim agreement, the Company paid one-third of this amount. If the cleanup
costs more than the remediation escrow amount, the current owner of the
property is solely responsible for the overuns. The Lawson Street property is
also located within the Puente Valley Operable Unit of the San Gabriel Valley
Superfund Site (the Puente Valley Site). The Puente Valley Site is concerned
with volatile organic compounds in the regional aquifer. The Company and
approximately 42 other potentially responsible parties (PRP's) were parties
to an Administrative Consent Order with the United States Environmental
Protection Agency (USEPA) pursuant to which the PRP's undertook a remedial
investigation/feasibility study (RI/FS) of the Puente Valley Site. The RI/FS
has been completed, and the USEPA has issued a Record of Decision (ROD)
identifying the preferred cleanup alternative for the Puente Valley Site.
The ROD estimates that the future cleanup costs will be approximately
$28,000,000.
It is too early to determine what amount of the cleanup costs Champion may
ultimately be liable for paying. Under the previous agreement for sharing
the costs of the RI/FS, the Company's share was 1.25%.
3. Spectron, Maryland Superfund Proceeding
---------------------------------------
On September 20, 1995, the United States Environmental Protection Agency
(USEPA) notified the Company (along with several hundred other companies)
of potential liability for response actions at the Spectron Superfund Site.
The USEPA letter asked the Company and the other PRPs to negotiate with
USEPA for their performance of a remedial investigation/feasibility study
at the Spectron Site.
In addition to the USEPA letter, the Company received a letter from a group
of other PRPs at the Site. Based on the allegations on the quantity of
materials sent to the site from the Company, the allegations on materials
sent to the Site by other PRPs, and the Steering Committee PRPs' prediction
of total costs of investigation and cleanup at the Site, the Company's share
of the liability is estimated at $160,000. This amount would be payable over
several years. In addition, the Steering Committee PRPs appear to be
planning on a de minimis settlement option. Settlement of the de minimis
settlement option would cost the Company an estimated $229,471 to $305,961,
depending on reopener provisions.
The Company has demanded defense and indemnity from its insurance carriers
for any liability at the Spectron Site and one of the carriers has settled
with the Company (see paragraph 4. below). The Company plans to vigorously
pursue its claims against other insurance carriers, if necessary. Further,
the Company believes that its former solvent supplier and waste solvent
transporter is responsible for a share of any liability the Company incurs
for the Spectron Site cleanup. The Company plans to pursue the transporter
for the claim.
4. Litigating Against Insurance Carriers.
--------------------------------------
The Company had filed a complaint in Illinois State Court, in DuPage County,
against its insurance carriers for a declaration that the insurance carriers
are liable for all of the Company's investigation and cleanup costs at the
Beech Creek, City of Industry, Puente Valley site and Spectron site. In
1995 and 1998, the Company entered into a Partial Settlement Agreement with
-7-
certain primary insurance carriers, whereby those carriers paid the Company a
significant percentage of its past defense and investigation costs at the
Beech Creek, City of Industry, Spectron, and Puente Valley sites.
The Company concluded settlement in late 1998 with its insurance carriers
regarding the Company's liability for cleanup of the Lawson street site.
Under the terms of the settlement, the insurance carriers paid $235,000
to the Company in 1998 for cleanup costs at the Lawson Street site. The
Company dismissed the litigation, without prejudice with regard to the
insurance carriers' liability for Puente Valley, or any other site, with
the right to refile it at any time.
5. Product Liability Litigation.
--------------------------------------------------
In 1999 and 2000, the Company was one of numerous defendants named in
suits for personal injuries caused by exposure to products containing
asbestos. The Company put its insurance carriers on notice and filed
answers denying the allegations in the Complaints. Some of the Company's
insurance carriers have agreed to defend the Company, under a reservation
of rights. It is too early to predict the outcome of these matters.
Summary:
While the Company has established reserves for potential environmental
liabilities that it believes to be adequate, there can be no assurance that
the reserves will be adequate to cover actual costs incurred or that the
Company will not incur additional environmental liabilities in the future.
Item 4. Submission of Matters to a Vote of Shareholders
-----------------------------------------------
None
-8-
PART II
Item 5. Market for the Company's Common Shares and Related
Shareholder Matters
--------------------------------------------------
The Company's Common Shares are traded over the counter on the NASD
Electronic Bulletin Board under the symbol "CREB". As of March 15, 2000,
there were 747 holders of record of the Company's Common Shares. This
number does not include beneficial owners of Common Shares whose shares
are held in the name of banks, brokers, nominees or other fiduciaries.
The information appearing in the following table on the range of high and
low trade prices for the Company's Common Shares was obtained from NASDAQ
quotations provided in the OTC Market Report published by the National
Quotation Bureau. Such high and low bids reflect interdealer prices,
without retail mark-up, markdown or commission and may not necessarily
represent actual transactions.
Year Ended Year Ended
December 31, 1999 December 27, 1998
Low High Low High
Bid Bid Bid Bid
------ ------ ------ ------
1st Quarter 0.50 0.97 0.25 0.39
2nd Quarter 0.63 0.97 0.25 0.56
3rd Quarter 0.51 1.06 0.30 0.42
4th Quarter 0.53 1.06 0.30 0.72
Under the Company's amended and restated credit agreement, the Company is
not permitted to pay dividends. The Company did not pay any dividends in the
years ended December 31, 1999 and December 27, 1998.
Only for purposes of the calculation of aggregate market value of the
Common Shares held by non-affiliates of the Company as set forth on the
cover page of this report, the Common Shares held by Dana Corporation, RGP
Holding, Inc., the Company's Employee Stock Ownership Plan and Profit
Sharing and Thrift Plan, and shares held by members of the families of the
children of Elizabeth Gross, the mother of two of the Company's directors,
were included in the shares held by affiliates. Certain of such persons
and entities may not be affiliates.
-9-
Item 6. Selected Financial Data
-----------------------
(in thousands, except per share data)
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
Net Sales (1) $ 28,567 $ 26,442 $ 24,165 $ 27,556 $ 52,954
Costs and Expenses:
Operating costs (2) 25,329 24,588 23,948 27,527 69,454
Gain on disposal
of assets (5) -0- (277) -0- -0- -0-
Interest - net 539 865 973 1,489 2,339
-------- -------- -------- -------- --------
Total Expenses 25,868 25,176 24,921 29,016 71,793
Income/(Loss)
Before Inc. Taxes &
Extraordinary Gain 1,699 1,266 (756) (1,460) (18,839)
Income Taxes (Benefit) 27 42 -0- 7 1
-------- -------- -------- -------- --------
Income/(Loss) Before
Extraordinary Gain 1,672 1,224 (756) (1,467) (18,840)
Extraordinary Gain (3) 59 279 596 -0- -0-
-------- -------- -------- -------- --------
Net Income/(Loss) $ 1,731 1,503 $ (160) $ (1,467) $(18,840)
======== ======== ======== ======== ========
Average Common Shares
Outstanding and Common
Share Equivalent
Basic 3,655 3,655 3,655 3,655 3,655
Diluted 3,709 3,655 3,655 3,655 3,655
Basic Earnings per Common Share:
Net Income/(Loss)
From Operations Before
Extraordinary Gain Per
Common Share $ 0.45 $ 0.33 $ (0.21) $ (0.40) $ (5.15)
-------- -------- -------- -------- --------
Extraordinary Gain Per
Common Share $ 0.02 $ 0.08 $ 0.16 $ -0- $ -0-
-------- -------- -------- -------- --------
Net Income/(Loss)
Per Common Share: $ 0.47 $ 0.41 $ (0.05) $ (0.40) $ (5.15)
-------- -------- -------- -------- --------
-10-
Item 6. Selected Financial Data (Continued):
------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
Diluted Earnings per Common Share:
Net Income/(Loss)
From Operations Before
Extraordinary Gain Per
Common Share $ 0.45 $ 0.33 $ (0.21) $ (0.40) $ (5.15)
-------- ------- -------- -------- --------
Extraordinary Gain Per
Common Share $ 0.02 $ 0.08 $ 0.16 $ -0- $ -0-
-------- ------- -------- -------- --------
Net Income/(Loss) Per
Common Share $ 0.47 $ 0.41 $ (0.05) $ (0.40) $ (5.15)
-------- ------- -------- --------- --------
At Year-End:
Total assets $ 19,575 $ 17,319 $ 17,276 $ 19,666 $ 28,565
Long-Term Obligations $ 6,076 $ 6,263 $ 2,377 $ 43 $ 701
(Note 4)
NOTES:
Note 1: In 1995 the Company adopted a plan to refocus its business and exit
the manufacture and sale of passenger car electrical products. Sales to those
customers affected by the Company's announcement accounted for approximately
56% of sales in 1995.
Note 2: Special Charges and Restructuring Charges of $1,602,000 in 1995
are included in operating costs. Included in 1995 results are $6.1 million
in write-downs of inventory due to the Company's decision to exit certain
product lines.
Note 3: In 1999, an extraordinary gain of $59,000 was reported which
resulted from a creditor debt restructuring settlement. In 1998, an
extraordinary gain was reported which consisted of a $187,000 net gain from
the forgiveness of prior loans and fees by lenders plus a $92,000 gain from
creditor debt restructuring settlements. In 1997,the Company reached a
composition agreement with approximately 90% of its unsecured creditors with
past due balances of $3.4 million. As a result of this settlement, an
extraordinary gain of $596,000 was reported in 1997.
Note 4: In 1997, 1996, and 1995 long-term obligations do not reflect
amounts due on the bank credit agreement and other maturities. In August
of 1998, the $1.3 million of the $1.5 million Industrial Revenue Bond,
previously reported as a short-term obligation, was reclassified as long-term
debt due to the bank refinancing (See Note 4, to the Consolidated Financial
Statements).
Note 5: In 1998, the Company recorded a $265,000 gain on the sale of the
Ft. Worth Texas property. This gain is included in gain on disposal of
assets.
-11-
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
-------------------------------------------------
RESULTS OF OPERATIONS
1999 COMPARED TO 1998
Net sales for 1999 of $28.6 million were 8.3% higher than 1998 net sales of
$26.4 million. The higher sales reflect an increase in carburetor business
with existing customers, increased heavy-duty electrical product sales to a
new agricultural original equipment customer, and improved sales of domestic
electrical and water pump sales to an O.E.M. customer. Partially offsetting
these increases were lower heavy-duty electrical product sales reflecting
soft orders from an O.E.M. customer.
The Company's primary product line is remanufactured carburetors, which
accounted for 77% of 1999 net sales compared to 73% and 67%, in 1998 and
1997, respectively. The Company's main distribution channel is through two
large retailers which accounted for 99% of 1999 net carburetor sales compared to
94% of the 1998 and 84% of the 1997 net carburetor sales. The balance of the
carburetor sales were to original equipment aftermarket customers and
traditional warehouse distributors. The loss of a major retail customer
would have a material adverse effect on the Company's financial condition and
results of operations.
Since the mid-1980's carburetors have not been installed in new vehicles
sold in the United States due to the increased use of fuel injection systems.
However, the Company continues to sell replacement units for older vehicles,
many of which use carburetors. Overall carburetor sales are declining in the
U.S. market. The Company believes that the retail segment will continue to
expand its sales of carburetors in the near future while the traditional
channels will continue to decrease. Factors contributing to this trend
include the overall growth of the retailers' market share in the automotive
parts aftermarket, consolidation of traditional distribution channels, price
competitiveness and traditional distributors' desire to limit their
investment in the carburetor product line. The Company has introduced
various marketing programs in recent years, including an overnight delivery
program, to help enhance sales to traditional distributors.
Reflected in net sales are deductions for product and net core returns, which
were 22.8% and 23.8% of total sales in 1999 and 1998, respectively. The lower
return percentage in 1999 is a function of the decrease in product return
volume in proportion to the sales increase. The Company has a customer
product return policy to control product and core returns. It has also
established reserves against expected future declining core values. However,
there can be no assurance that these reserves will be adequate.
Cost of products sold was 83% of net sales in 1999 and 84% in 1998. This
decrease in cost of products sold resulted primarily from reductions achieved
in manufacturing overhead.
Selling, distribution and administration expenses in 1999 were $2.7 million,
or 8%, higher than 1998 expenses of $2.5 million. The principal reason
for the improvement was higher distribution spending and increased sales
commissions as a result of the higher sales.
-12-
1999 COMPARED TO 1998 (Continued):
Net non-operating expenses of $453,000 in 1999 were $56,000, or 11%, lower
than 1998 expenses of $509,000. Primarily accounting for this reduction is
lower interest expense, which declined $326,000 in 1999 versus 1998. The
decline in interest expense reflects a lower average borrowing level combined
with lower interest and fees under the new loan facility, which was in effect
for the entire year versus five months in 1998. There were no gains recorded
from the sale of assets in 1999, as compared to a gain of $277,000 in 1998.
The 1998 gain almost entirely reflects the $265,000 gain on the disposal of
the Ft. Worth Texas property.
The Company did not record a deferred tax asset on the 1999 and 1998 income
amounts due to uncertainties over the realization of tax loss carry forwards.
The Company reported a net income of $1,731,000 after an extraordinary gain
of $59,000 versus a net income in 1998 of $1,503,000 after an extraordinary
gain of $279,000. Without the inclusion of the extraordinary gain in both
years, the result of operations was an increase in net income of $448,000, or
36.6%, to $1,672.000 in 1999 as compared to net income of $1,224,000 in 1998.
1998 COMPARED TO 1997
Net sales for 1998 of $26.4 million were 9% higher than 1997 net sales of
$24.2 million. The higher sales reflect an increase in carburetor business
with existing customers and increased constant velocity joint sales to a new
original equipment customer. Partially offsetting these increases were lower
heavy-duty and domestic passenger car product sales reflecting soft orders
from two large OEM customers.
Reflected in net sales are deductions for product and core returns, which
were 24% and 22% of total sales in 1998 and 1997, respectively. The higher
returns percentage in 1998 is a function of the increase in product return
volume. The Company has a customer product return policy to control
product and core returns. It also had established reserves against expected
future declining core values. However, there can be no assurance that these
reserves will be adequate.
Cost of products sold was 84% of net sales in 1998 and 85% in 1997. This
decrease in cost of products sold resulted from reductions achieved in
manufacturing overhead.
Selling, distribution and administration expenses were $2.5 million in 1998,
29% lower than 1997 expenses of $3.5 million. The principal reason for the
improvement was lower administrative spending as a result of corporate-wide
cost control efforts and lower professional fees.
Net non-operating expenses of $509,000 in 1998 were $362,000 (42%) lower that
1997 expenses of $871,000. Primarily accounting for this is the $265,000
gain on the sale of the of the Ft. Worth Texas property.
Interest expense declined to $865,000 in 1998 from $973,000 in 1997. The
decline in interest expense was due to a lower level of average borrowing and
lower interest and fees under the new loan facility. In 1998, the total bank
debt was reduced by $1,652,000.
-13-
1998 COMPARED TO 1997 (Continued):
The Company reported a net income of $1,503,000 after an extraordinary gain
of $279,000 verus a net loss in 1997 of $(160,000) after an extraordinary gain
of $596,000. Without the inclusion of the extraordinary gain in both years,
the result of operations was an increase in net income of $2 million to
$1,224,000 in 1998 compared to a net loss of $(756,000) in 1997.
The Company did not record a deferred tax asset on the 1998 and 1997 income
amounts due to uncertainities over the realization of tax loss carry forwards.
LIQUIDITY AND CAPITAL RESOURCES:
WORKING CAPITAL
Working capital at December 31, 1999 was a positive $865,000, compared to
a negative $896,000 at the end of 1998. This $1.8 million improvement
in working capital is primarily a reflection of improved operations which
resulted in net cash provided by operations of $1,514,000.
Accounts receivable at December 31, 1999, were $3,891,000, or $810,000
(17.2%) lower versus the year-end 1998 balance of $4,701,000. The decrease
was due to a higher volume of customer credits issued in December of 1999
versus December of 1998, together with lower gross sales during the month as
compared to 1998.
At December 31, 1999, net inventories were higher by $2.8 million, compared
to year-end fiscal 1998. The increase in net inventories primarily reflects
higher parts, raw core and work-in-process inventories reflecting the ramp-up of
production of carburetors at the Hope facility, and higher finished goods due
to heavy stock adjustment returns at year-end.
Accounts payable at December 31, 1999 of $7.094,000 were $1.8 million higher
than year end 1998. The increase primarily reflects higher payables for raw
materials inventory purchases and a change in the timing of accounts payable
payments at December 31, 1999.
Accrued liabilities and other payables at December 31, 1999 of $ 5.4 million
were $800,000 lower than year-end 1998. Accounting for this is a decrease
in worker's compensation accrual resulting from restructuring of vendor debt
with an insurance company, lower accrued stock adjustments for estimated
stock adjustment credits to customers due to a credit issued in December, and a
decrease in accrued payroll due to cut-off date differences.
DEBT
The amount available under the Company's credit facitlity varies in
relation to collateral values, up to a maximum amount of $8.5 million
including letter of credit accomodations of $2,200,000. At December 31, 1999
the balance outstanding on the Company's loan facility was $3,424,000 and
letter of credit accommodations were $1,993,000. This compares to a loan
balance at December 27, 1998 of $3,503,000 and accomodations of $2,193,000.
In the first quarter of 1999, creditor debt restructuring settlements resulted
in $59,000 of net extraordinary gains after legal expenses.
-14-
DEBT (Continued):
The Company's wholly owned foreign subsidiary is a guarantor of Canadian
$1.5 million of bank debt with its partner in a 50% owned Canadian venture.
The Company has provided a reserve for contingent liability to the venture's
bank. The amount of the reserve for the loan plus accrued and unpaid
interest was $616,000 at December 31, 1999.
FACTORS WHICH MAY AFFECT FUTURE RESULTS
This annual report contains forward-looking stements that are subject to risks
and uncertainties, including but not limited to the following:
The Company expects the existing over-capacity in the automotive aftermarket
and consolidation within its distribution channels to cause continued selling
price pressure for the foreseeable future. The present competitive
environment is causing change in traditional aftermarket distribution channels
resulting in volume retailers gaining additional market presence at the
expense of traditional wholesalers. In response, the Company has attempted to
divesify its customer base and currently serves all major segments, including
automotive warehouse distributors and jobbers, original equipment
manufacturers of automotive equipment and large volume automotive retailers.
The anticipated decline in sales from the profitable carburetor product line
over the longer term will impact future results. The Company will seek to
offset these impacts through development of niche product markets, new
product develpment, improvements in its manufacturing processes and cost
containment with a strong focus on capacity utilization. There is no
assurance that the Company's efforts will be successful.
The Company's six largest customers accounted for an aggregate of 98% of the
Company's net sales in 1999. Given the Company's current financial condition
and its manufacturing cost structure, the loss of a large customer would have
a materially adverse impact on the Company's financial conditon and results of
operations.
While the company has established reserves for potential environmental
liabilities that it believes to be adequate, there can be no assurance that
the reserves will be adequate to cover actual costs incurred or that the
Company will not incur additional environmental liabilities in the future.
See"Legal Proceedings" for additional information.
Accordingly, actual results may differ materially from those set forth in the
forward-looking statements.
YEAR 2000 COMPLIANCE
The costs to access and implement the year 2000 compliance plans did not
have a material adverse impact on the Company's financial condition, results
of operations or liquidity. In addition, to date, the Company has not
experienced any material year 2000 issues.
Costs for the Year 2000 remediation were as follows:
Prior Fiscal Years Fiscal 1999
------------------ -----------
Software $332,000 $178,000
Hardware and Network 62,000 42,000
-15-
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes accounting and
reporting standards for derivative instruments and hedging activities.
It requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure these
instruments at fair market value. The Company, to date, has not engaged in
dollar derivative and hedging activities.
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1, "Accounting for the Costs of Computer Software
Obtained for Internal Use." SOP 98-1 is effective for financial statements
for the years beginning after December 15, 1998. SOP 98-1 provides guidance
over accounting for computer software developed or obtained for internal use
including the requirement to capitalize and amortize specific costs. The
adoption of this standard did not have a material effect on the Company's
capitalization policy.
Item 7a. Quantitative and Qualitative Disclosures about Market Risk
----------------------------------------------------------
The Company's management believes that fluctuations in interest rates in the
near term would not materially affect the Company's consolidated operating
results, financial position or cash flows as the Company has limited risks
related to interest rate fluctuations.
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
The financial statements and supplementary data called for by this item are
listed in the accompanying table of contents for consolidated financial
statements and financial statement schedule and are filed herewith.
Item 9. Changes in and Disagreements with Accountants and Accounting and
Financial Disclosure
----------------------------------------------------------------
Not Applicable
-16-
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
(a) Directors and Executive Officers of Registrant
Persons elected as directors of the Company hold office until
the next annual meeting of shareholders at which directors are
elected.
The by-laws of the Company provide that officers shall be
elected by the board of directors at its first meeting after
each annual meeting of shareholders, to hold office until
their successors have been elected and have qualified.
Served as
Director
Name (Age) Directors, Affiliation Since
- ---------------------- ----------------------------------- ---------
John R. Gross (68) Owner, Chaney Auto Parts,Inc., 1966
Crest Hill, Illinois
Raymond Gross (61) Vice President, Erecta Shelters, 1968
Inc., Ft. Smith, Arkansas
Gary S. Hopmayer (60) Director, Original American Scones 1987
Inc., 1987, Chicago, Illinois
Barry L. Katz (48) President and General Counsel, 1993
Belmont Holdings Corp.
Edward R. Kipling (68) Retired 1987
Raymond G. Perelman (82) Chairman of the Board and Chief 1988
Executive Officer, RGP Holding, Inc.
Philadelphia, Pennsylvania and
Belmont Holdings Corp., Wilmington
Delaware
Name (Age) Officers of the Company
- ---------------------- -----------------------
Jerry A. Bragiel (48) President and CEO of the Company
Richard W. Simmons (57) Vice President Finance, CFO and
Secretary of the Company
Jerry A. Bragiel joined the Company in May 1997 as President and CEO of the
Company. He held the positions of General Manager and Vice President of
Business Development of IPM Products Corporation from 1994 to 1997. Prior to
1994, Mr. Bragiel had 20 years of employment with the Company in various
capacities. His final position prior to his resignation from the Company in
1994 was Vice President and General Manager of Operations.
-17-
Richard W. Simmons joined the Company in April 1996 as Division Controller of
the Hope Facility. In August 1998, he was promoted to Corporate Controller
and was elected Secretary of the Corporation in January 1999. In March of
2000, he was promoted to Vice President Finance (CFO) and Secretary of the
Corporation. Mr. Simmons held the position of Vice President of Finance with
the New West Group of Winsloew Furniture, Inc. prior to joining the Company.
He has been the CFO of several corporations and has eight years experience in
the remanufacturing industry.
John R. Gross is the owner of Chaney Auto Parts, Inc., a retailer of auto
parts. John R. Gross is the brother of Raymond F. Gross.
Raymond F. Gross has been the Vice President of Erecta Shelters Inc., a
manufacturer and distributor of metal buildings, since 1985. He has also
been a consultant to the Company since June 1984. Prior to June 1984 he
was a Vice President of the Company. Raymond F. Gross is the brother of
John R. Gross.
Gary S. Hopmayer was President of Original American Scones, Inc., a privately
owned specialty baker, from 1987 to 1993. Prior to American Scones, Inc. he
was President of Mega International, Inc. a manufacturer and distributor of
automotive electrical parts. Mega International, Inc., founded by Mr.
Hopmayer, was sold to Echlin Inc. in October 1986.
Barry L. Katz has served as a director of the Company since December 1993.
From December 16, 1992 to January 19, 1993 he held the position of Senior
Vice President of the Company. Since 1993 Mr. Katz has been President and
General Counsel for RGP Holding, Inc., and was its Senior Vice President and
General Counsel since May 1992. Since 1994 Mr. Katz has been President and
General Counsel for Belmont Holdings, Corp., a Company with subsidiaries
operating mining and processing businesses.
Edward R. Kipling was Vice President and General Manager of the Rayloc
Division of Genuine Parts Company, a remanufacturer of automotive parts, for
more than five years prior to January 1987, and has since been retired.
Raymond G. Perelman had served as Chairman of the Board from December 16,
1992 until November 1995 and was President and Chief Executive Officer from
December 16, 1992 to January 19, 1993. He has been Chairman of the Board of
RGP Holding, Inc., a privately held holding Company, since May 1992. Since
1994, Mr. Perelman has been Chairman of the Board and CEO of Belmont Holdings
Corp., a company with subsidiaries operating mining and processing
businesses.
-18-
(b) Arrangements Concerning the Board of Directors
Directors received a fee of $10,000 for service as a director during the
Company's fiscal year ended December 31, 1999. In addition, directors are
reimbursed for their reasonable travel expenses incurred in attending
meetings and in connection with Company business.
The Company has an indemnification agreement with each director of the
Company that provides that the Company shall indemnify the director against
certain claims that may be asserted against him by reason of serving on the
Board of Directors.
Messrs. Hopmayer and Kipling were originally nominated to serve as directors
pursuant to a Stock Purchase Agreement dated March 18, 1987 between the
Company and Echlin Inc. See "Ownership of Voting Securities" below for
additional information concerning Echlin Inc.
Mr. Katz serves as a director at the request of Mr. Perelman and pursuant
to an agreement between Mr. Perelman, RGP Holdings, Inc. and the Company.
(See Item 12, Note 2 regarding this agreement).
ITEM 11. EXECUTIVE COMPENSATION
----------------------
(a) Executive Officer Compensation and Arrangements
Executive Compensation:
The following table sets forth information with respect to all compensation
paid to the Company's Chief Executive Officer. There were no other
executives whose compensation exceeded $100,000 for services rendered in all
capacities to the Company, during 1999.
Long Term Compensation
Annual Compensation Awards Payout
----------------------- -----------------------------
Rest-
Other ricted Secur. All
Name and Annual Stock Under. LTIP Other
Principal Year Salary Bonus Comp.(1) Awards Opt/SAR Payouts Comp.
Position No. $ $ $ $ # $ $
- ---------------- ---- ------- ------ ----- ----- ------- ----- -----
Jerry A. Bragiel 1999 206,410 -0- -0- -0- -0- -0- -0-
President and
Chief Executive 1998 180,773 39,210 -0- -0- -0- -0- -0-
Officer (Note 2)
1997 112,492 -0- -0- -0- 125,000 -0- -0-
-19-
Executive Compensation (Continued):
(1) The amounts are below threshold reporting requirements.
(2) Mr. Bragiel was hired as President and CEO in May 1997.
Mr. Bragiel has a severance compensation agreement with the Company that
provides for severance pay equal to six months salary following termination
from the Company.
The by-laws of the Company provide that officers shall be elected annually
by the board of directors at its first meeting after each annual meeting of
shareholders, to hold office until their successors have been elected and
have qualified.
The Company also has an indemnification agreement with each officer of the
Company that provides that the Company shall indemnify the officer against
certain claims, which may be asserted against him by reason of serving as
an officer of the Company. The following table provides certain information
with respect to the number and value of unexercised options outstanding as of
December 31, 1999. (No options were exercised by the named executive officer
during 1999.)
Aggregated 1998 Option Exercises and December 27, 1998 Option Values:
Number of
Securities Value of
Underlying Unexercised
Shares Unexercised In-the-Money
Acquired Value Options Options
on Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- -------------------- -------- ---------- ---------------- -------------
Jerry A. Bragiel, CEO -0- -0- 75,000/50,000 11,700/$7,800
Officer & Managers -0- -0- 0/64,000 $0/$0
Compensation Committee Interlocks and Insider Participation
Messrs. Perelman, Kipling and John R. Gross presently serve as members of
the Compensation Committee. None of these members was an officer or employee
of the Company, a former officer of the Company requiring disclosure under
Item 404 of SEC Regulation S-K during 1999. See Item 13 "Certain
Relationships an Related Transactions" below for a discussion of a
transaction involving a Director of the Company.
(b) Director Compensation Arrangements
----------------------------------
Information regarding director compensation is set forth under Item 10(b)
above.
-20-
Item 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
----------------------------------------
The following tabulation shows, as of December 31, 1999, (a) the name,
address and Common Share ownership for each person known by the
Company to be the beneficial owner of more than five percent of the
Company's outstanding Common Shares, (b) the Common Share ownership
of each director, (c) the Common Share ownership for each executive officer
named in the compensation table, and (d) the Common Share ownership for
all directors and executive officers as a group.
Number of Common
Shares Beneficially Percent of Common
Beneficial Owner Owned (1) Shares Outstanding
- --------------------------- ------------------- ------------------
RGP Holding, Inc.
Wilmington, Delaware 661,600 (2) 18.1% (2)
Dana Corporation
100 Double Beach Road
Branford, Connecticut 600,000 (3) 16.4% (3)
John R. Gross
Director (6) 110,212 3.0%
Champion Parts, Inc.
Employee Stock Ownership Plan
Hope, Arkansas 40,381 (3) 1.1% (4)
Raymond F. Gross
Director 31,164 *
Gary S. Hopmayer
Director (3) - -
Barry L. Katz
Director (2) 250 *
Edward R. Kipling
Director (3) 2,000 *
Raymond G. Perelman,
Director 661,600 (2) 18.1% (2)
Jerry A. Bragiel
President and CEO 13,984 *
Richard W. Simmons 4,000 *
V.P. Finance, CFO & Sec.
All directors and
executive officers as
a group (8 persons)(5) 825,210 22.6%
* Not greater than 1% -21-
Item 12. (Continued)
(1) Information with respect to beneficial ownership is based on information
furnished to the Company or contained in filings made with the Securities and
Exchange Commission.
(2) RGP Holding, Inc. is indirectly controlled by Mr. Perelman. Pursuant to
an agreement between the Company, Mr. Perelman and RGP Holding, Inc. dated
September 20, 1993 and amended October 9, 1995, Mr. Perelman and RGP granted
to the proxy holders appointed by the Board of Directors of the Company the
proxy to vote all shares beneficially owned by them, including shares held by
any affiliates (the "Perelman Shares"), for the election of certain nominees.
Mr. Perelman and RGP have also agreed, among other things, not to solicit
proxies in opposition to such nominees.
(3) All shares owned by Dana Corporation ("Dana") are subject to a Stock
Purchase Agreement dated March 18, 1987 between the Company and Echlin Inc.
which was acquired by Dana in 1999. Under the Stock Purchase Agreement,
Echlin, later acquired by Dana COrporation, may vote its shares in its
discretion. During the fiscal year ended December 31, 19998, the Company
did not purchase or sell any components used in the remanufacture of
automotive parts to Dana.
Messrs. Hopmayer and Kipling were nominated as directors pursuant to the
Stock Purchase Agreement.
(4) Mr. Jerry A. Bragiel votes shares held by this plan as trustee.
Employees participating in the Stock Ownership Plan are entitled to direct
the trustees as to the voting of shares allocated to their accounts.
Unallocated Stock Ownership Plan shares will be voted in the same manner,
proportionately, as the allocated Stock Ownership Plan shares for which
voting instructions are received from employees. For more information
concerning the ownership and voting of shares held by the Stock Ownership
Plan and the trustees, see note (5) below.
(5) Does not include 40,381 shares allocated to the accounts of employees
other than executive officers under the Stock Ownership Plan. Each of the
participants in the Stock Ownership Plan is entitled to direct the trustees
as to the voting of shares allocated to his or her account.
(6) As of December 31, 1999 Elizabeth Gross, her children and members of
their immediate families beneficially owned 200,000 Common Shares, or
approximately 5.5% of the Common Shares outstanding. John R. Gross and
Raymond F. Gross, children of Elizabeth Gross, are directors of the Company.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
In 1999, a Director of the Company was paid $30,000 for legal fees incurred
by him for which the Company had a contractual reimbursement obligation. At
December 31, 1999, an outstanding amount of $115,000 is still owed to this
Director.
-23-
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
----------------------------------------------------------------
(a) Consolidated Financial Statements and Schedule and Exhibits:
(1. And 2.) The consolidated financial statements and schedule
listed in the accompanying table of contents for consolidated
financial statements are filed herewith.
(3.) The exhibits required by Item 601 of Regulation S-K are
listed in the exhibit index, which follows the consolidated
financial statements and financial statement schedule and
immediately precedes the exhibits filed. Pursuant to Regulation
S-K, Item 601(b)(4)(iii),the Company has not filed with Exhibit
(4) any instrument with respect to long-term debt (including
individual bank lines of credit, mortgages and instruments
relating to industrial revenue bond financing) where the total
amount of securities authorized thereunder does not exceed 10%
of the total assets of the Registrant and its subsidiaries on a
consolidated basis. The Company agrees to furnish a copy of
each such instrument to the Securities and Exchange Commission
on request.
(b) Reports on Form 8-K: None
-24-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CHAMPION PARTS, INC.
Date: March 30, 2000 By: /s/ Richard W. Simmons
----------------- ---------------------------
Richard W. Simmons
Vice President Finance, CFO
and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons have signed this report below on March 30, 2000.
By: /s/ Jerry A. Bragiel By: /s/ Gary S. Hopmayer
- --------------------------------- --------------------------
Jerry A. Bragiel, President & CEO Gary S. Hopmayer, Director
By : /s/ Raymond G. Perelman By: /s/ Edward R. Kipling
- ------------------------------ ---------------------------
Raymond G. Perelman, Director Edward R. Kipling, Director
By : /s/ Barry L. Katz By: /s/ Raymond F. Gross
- ----------------------------- -----------------------------
Barry L. Katz, Director Raymond F. Gross, Director
By: /s/ John R. Gross
- -----------------------------
John R. Gross, Director
-25-
CHAMPION PARTS, INC. AND SUBSIDIARIES
Consolidated Financial Statements and Financial Statement Schedule comprising
Item 8 and Items 14(a)(1) and (2) for the Years Ended December 31, 1999,
December 27, 1998, and December 28, 1997 and Report of Independent Certified
Public Accountants.
-26-
CHAMPION PARTS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
Page
Report of Independent Certified Public Accountants 28
Consolidated Financial Statements (Item 14(a)(1)):
The following consolidated financial statements of
Champion Parts, Inc. and subsidiaries are included
in Part II, Item 8:
Consolidated balance sheets - December 31, 1999 and
December 27, 1998 29-30
Consolidated statements of operations - years ended
December 31, 1999, December 27, 1998 and December 28, 1997 31-32
Consolidated statements of stockholders'
equity/(deficit) - years ended
December 31, 1999, December 27, 1998 and December 28, 1997 33
Consolidated statements of Comprehensive Income
(Loss) - years ended
December 31, 1999, December 27, 1998 and December 28, 1997 34
Consolidated statements of cash flows - years ended
December 31, 1999, December 27, 1998 and December 28, 1997 35-36
Notes to consolidated financial statements 37-52
Consolidated Financial Statement Schedule (Item 14(a)(2)):
Schedule II - Valuation and qualifying accounts 53
Exhibit Index 54-55
All other schedules are omitted because they are not applicable, not required,
or because the required information is included in the consolidated financial
statements or notes thereto.
-27-
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors of
Champion Parts, Inc.
Hope, Arkansas
We have audited the accompanying consolidated balance sheets of Champion
Parts, Inc. and Subsidiaries as of December 31, 1999 and December 27, 1998
and the related consolidated statements of operations, stockholders' equity
(deficit), comprehensive income (loss) and cash flows for each of the three
years in the period ended December 31, 1999. We have also audited the
accompanying Schedule II, "Valuation and Qualifying Accounts." These
financial statements and schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
schedule are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements and schedule. An audit also includes assessing the
accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the financial statements
and schedules. We believe that our audits provide a reasonable basis for
our opinion.
As described in Note 10, 88% of the Company's sales in the year ended
December 31, 1999 are concentrated in three customers. The loss of one or
more of these customers could have a material adverse effect on the Company's
financial condition and results of operations.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Champion
Parts, Inc. and Subsidiaries at December 31, 1999 and December 27, 1998 and
the results of their operations and their cash flows for each of the three
years in the period ended December 31, 1999 in conformity with generally
accepted accounting principles.
Also, in our opinion the schedule presents fairly, in all material respects,
the information set forth therein.
/s/ BDO Seidman, LLP
Chicago, Illinois
March 22, 2000
-28-
CHAMPION PARTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 1999 December 27, 1998
----------------- -----------------
ASSETS
CURRENT ASSETS:
Cash $ 1,330,000 $ 784,000
Accounts receivable, less allowance
for uncollectible accounts of
$337,000 and $339,000 in 1999 and
1998, respectively 3,891,000 4,701,000
Inventories 9,240,000 6,414,000
Prepaid expenses and other assets 335,000 388,000
Deferred income tax asset 413,000 380,000
---------- ----------
Total current assets 15,209,000 12,667,000
---------- ----------
PROPERTY, PLANT AND EQUIPMENT:
Land 197,000 197,000
Buildings 7,834,000 7,821,000
Machinery and equipment 13,042,000 12,720,000
---------- ----------
Gross property, plant & equipment 21,073,000 20,738,000
Less: Accumulated depreciation 16,726,000 16,125,000
---------- ----------
Net property, plant & equipment 4,347,000 4,613,000
---------- ----------
OTHER ASSETS 19,000 39,000
---------- ----------
TOTAL ASSETS $ 19,575,000 $ 17,319,000
========== ==========
The accompanying notes are an integral part of these statements.
-29-
CHAMPION PARTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND
STOCKHOLDERS' EQUITY/(DEFICIT)
December 31, 1999 December 27, 1998
----------------- -----------------
CURRENT LIABILITIES:
Accounts payable $ 7,094,000 $ 5,297,000
Accrued expenses:
Salaries, wages and employee benefits 634,000 817,000
Other accrued expenses 5,417,000 6,211,000
Taxes other than income 106,000 170,000
Current maturities of long-term debt:
Current maturities - term notes 601,000 601,000
Current maturities - Vendor debt 192,000 167,000
Current maturities - IRB Loan 300,000 300,000
---------- ----------
Total current liabilities 14,344,000 13,563,000
---------- ----------
DEFERRED INCOME TAXES 351,000 351,000
---------- ----------
LONG-TERM DEBT:
Long-term notes payable - revolver 1,220,000 699,000
Long-term notes payable - term notes 1,603,000 2,203,000
Long-term notes payable - Vendors 2,553,000 2,361,000
Industrial Revenue Bond (IRB) 700,000 1,000,000
---------- ----------
Total long-term debt 6,076,000 6,263,000
---------- ----------
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock - No par value;
authorized, 10,000,000 shares:
issued and outstanding, none -0- -0-
Common stock - $.10 par value;
authorized, 50,000,000 shares:
issued and outstanding, 3,655,266 366,000 366,000
Additional paid-in capital 15,578,000 15,578,000
(Accumulated deficit) (16,654,000) (18,385,000)
Accumulated other comp. income/(loss) (486,000) (417,000)
---------- ----------
Total Stockholders' Equity/(Deficit) (1,196,000) (2,858,000)
---------- ----------
Total Liabilities and
Stockholders' Equity/(Deficit) $ 19,575,000 $ 17,319,000
========== ==========
The accompanying notes are an integral part of these statements.
-30-
CHAMPION PARTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS YEARS ENDED
December 31, December 27, December 28,
1999 1998 1997
------------ ------------ ------------
Net Sales $ 28,567,000 $ 26,442,000 $ 24,165,000
Costs and Expenses:
Cost of products sold 23,711,000 22,192,000 20,545,000
Selling, dist. and admin. 2,704,000 2,475,000 3,505,000
---------- ---------- ----------
Total costs and expenses $ 26,415,000 $ 24,667,000 $ 24,050,000
---------- ---------- ----------
Operating income/(loss) 2,152,000 1,775,000 115,000
---------- ---------- ----------
Non-operating (income)/expense:
Gain on disposal of assets -0- (277,000) -0-
Interest expense 539,000 865,000 973,000
Other non-operating income (86,000) (79,000) (102,000)
---------- ---------- ----------
Total non-operating expense 453,000 509,000 871,000
Income/(Loss) Before Income
Taxes and Extraordinary Gain 1,699,000 1,266,000 (756,000)
Income Taxes 27,000 42,000 -0-
---------- ---------- ----------
Income/(Loss)
Before Extraordinary Gain 1,672,000 1,224,000 (756,000)
Extraordinary Gain 59,000 279,000 596,000
---------- ---------- ----------
Net Income/(Loss) $ 1,731,000 $ 1,503,000 $ (160,000)
---------- ---------- ----------
Weighted Average Common Shares
Outstanding at Year-end - Basic 3,655,266 3,655,266 3,655,266
---------- ---------- ----------
Earnings per Common Share - Basic:
- ----------------------------------
Income/(Loss) Before
Extraordinary Gain
Per Common Share $ 0.45 $ 0.33 $ (0.21)
------ ------ ------
Extraordinary Gain
per Common Share $ 0.02 $ 0.08 $ 0.16
------ ------ ------
Net Income/(Loss)
per Common Share $ 0.47 $ 0.41 $ (0.05)
------ ------ ------
-31-
December 31, December 27, December 28,
1999 1998 1997
------------ ------------ ------------
Weighted Average Common Shares
Outstanding at Year-end -
Diluted 3,709,063 3,655,266 3,655,266
---------- ---------- ----------
Earnings per Common Share - Diluted:
- ------------------------------------
Income/(Loss) Before
Extraordinary Gain
per Common Share $ 0.45 $ 0.33 $ (0.21)
------ ------ ------
Extraordinary Gain
per Common Share $ 0.02 $ 0.08 $ 0.16
------ ------ ------
Income/(Loss)
per Common Share $ 0.47 $ 0.41 $ (0.05)
------ ------ ------
The accompanying notes are an integral part of these statements.
-32-
CHAMPION PARTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY/(DEFICIT)
THREE YEARS ENDED DECEMBER 31, 1999
Accumulated
Additional Other
Common Stock Paid-in (Accumulated Comprehensive
Shares Amount Capital Deficit) Income/(Loss)
--------- --------- ----------- ------------- ----------
BALANCE,
Dec. 29, 1996 3,655,266 $ 366,000 $ 15,578,000 $(19,728,000) $(701,000)
Net Loss - - - (160,000) -
Foreign currency
translation adj. - - - - 73,000
--------- -------- ----------- ----------- ---------
BALANCE,
Dec. 28, 1997 3,655,266 $ 366,000 $ 15,578,000 $(19,888,000) $ (628,000)
Net loss - - - 1,503,000 -
Foreign currency
translation adj. - - - - 211,000
--------- -------- ----------- ----------- ---------
BALANCE,
Dec. 27, 1998 3,655,266 $ 366,000 $ 15,578,000 $(18,385,000) $ (417,000)
Net Income - - - 1,731,000 -
Foreign currency
translation adj. - - - - (69,000)
--------- -------- ----------- ----------- ---------
BALANCE,
Dec. 31, 1999 3,655,266 $ 366,000 $ 15,578,000 $(16,654,000) $ (486,000)
========= ======== =========== =========== =========
The accompanying notes are an integral part of these statements.
-33-
CHAMPION PARTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
THREE YEARS ENDED DECEMBER 31, 1999
Years Ended
------------------------------------------
December 31, December 27, December 28,
1999 1998 1997
------------ ------------ ------------
Net Income/(loss) $ 1,731,000 $ 1,503,000 $ (160,000)
Other comprehensive
income (loss):
Foreign currency
translation adj. (69,000) 211,000 73,000
--------- --------- ---------
Comprehensive income (loss) $ 1,662,000 $ 1,714,000 $ (87,000)
========= ========= =========
Components of accumulated other comprehensive income (loss), included in
the Company's consolidated balance sheet, consist of the foreign currency
translation adjustment.
The accompanying notes are an integral part of these statements
-34-
CHAMPION PARTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - YEARS ENDED
December 31, December 27, December 28,
1999 1998 1997
------------ ------------ ------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
- ----------------------
Net Income/(Loss) $ 1,731,000 $ 1,503,000 $ (160,000)
Adj. to reconcile net
income/(loss) to net cash
provided by operations:
Extraordinary Gain (59,000) (279,000) (596,000)
Depr. and amort. 621,000 711,000 773,000
Prov. for inv. write-off 239,000 495,000 315,000
Gain on disposal of assets -0- (277,000) -0-
Deferred inc. tax & other -0- -0- 17,000
Changes in assets and liab.:
Accounts receivable 810,000 (204,000) 632,000
Inventories (3,065,000) (717,000) 533,000
Accounts payable 1,704,000 68,000 422,000
Accrued expenses and other (467,000) 321,000 (852,000)
---------- ---------- ----------
Net cash provided by
operating activities 1,514,000 1,621,000 1,084,000
---------- ---------- ----------
CASH FLOW FROM
INVESTING ACTIVITIES:
- ----------------------
Capital expenditures (335,000) (74,000) (561,000)
Proceeds from sale of
property, plant and equip. -0- 328,000 22,000
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN)
BY INVESTING ACTIVITIES (335,000) 254,000 (539,000)
---------- ---------- ----------
CASH FLOWS FROM
FINANCING ACTIVITIES:
- ----------------------
Net (payments) under former
line of credit agreement -0- (4,967,000) (773,000)
Net borrowings under
revolving loan agreement 522,000 699,000 -0-
Borrowings under term notes (601,000) 3,005,000 -0-
Principal payments on L.T.
vendor debt obligations (485,000) (527,000) (64,000)
---------- ---------- ----------
NET CASH (USED IN) FINANCING
ACTIVITIES (564,000) (1,790,000) (837,000)
-35-
CHAMPION PARTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - YEARS ENDED
December 31, December 27, December 28,
1999 1998 1997
------------ ------------ ------------
EFFECTS OF EXCHANGE RATE
CHANGES ON CASH $ (69,000) $ 211,000 $ 73,000
---------- ---------- ----------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS 546,000 296,000 (219,000)
CASH AND CASH EQUIVALENTS
Beginning of year 784,000 488,000 707,000
---------- ---------- ----------
CASH AND CASH EQUIVALENTS
End of year $ 1,330,000 $ 784,000 $ 488,000
========== ========== ==========
The accompanying notes are an integral part of these statements.
-36-
CHAMPION PARTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, DECEMBER 27, 1998
AND DECEMBER 28, 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
FISCAL YEAR:
In 1999, the Company operated on a calendar year-end, in prior years the
Company operated on a 52-week fiscal calendar.
CONSOLIDATION POLICY:
The consolidated financial statements include the accounts of Champion Parts,
Inc. and its subsidiaries (the "Company"). All significant intercompany
transactions and balances have been eliminated in consolidation.
ACCOUNTS RECEIVABLE:
From time to time the Company's customers may be in a net credit balance
position due to the timing of sales and core returns. At December 31, 1999
and December 27, 1998 customers in a net credit balance position totaled
approximately $3,600,000 and $3,500,000, respectively, and are reported as a
component of accounts payables. Merchandise purchases are normally used to
offset net credit balances.
INVENTORIES:
Inventories are stated at the lower of cost (first-in, first-out method) or
market. Inventory consists of material, labor and overhead costs.
PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment are carried at cost, less accumulated
depreciation. The assets are being depreciated over their estimated useful
lives, principally by the straight-line method. The range of useful lives
of the various classes of assets is 10-40 years for buildings and 4-10 years
for machinery and equipment. Leasehold improvements are amortized over the
terms of the leases or their useful lives, whichever is shorter.
Expenditures for maintenance and repairs are charged to operations; major
expenditures for renewals and betterment's are capitalized and depreciated
over their estimated useful lives.
DEFERRED CHARGES:
Costs of issueing long-term debt are deferred and amortized over the terms of
the related issues.
BUSINESS SEGMENTS:
The Comapany remanufactures and distributes replacement fuel systems
components, constant velocity joiiint assemblies, and other electrical and
mechanical replacement parts principally for the passenger car, agricultural
and heavy duty aftermarket industry in the United States and Canada.
See Note 16 for further discussion of buiness segments.
-37-
REVENUE RECOGNITION:
The Company recognizes sales when products are shipped. Net sales reflect
deductions for cores (used units) returned for credit and other customary
returns and allowances. Such deductions and returns and allowances are
recorded currently based upon continuing customer relationships and other
criteria. The Company's customers are encouraged to trade-in re-buildable
cores for products, which are included in the Company's current product line.
Credits for cores are allowed only against purchases of similar remanufactured
products. Total available credits are further limited by the dollar volume of
purchases. Product and core returns, reflected as reductions in net sales,
were $16,500,000 (1999), $16,000,000 (1998) and $14,700,000 (1997).
TRANSLATION OF FOREIGN CURRENCIES:
The Company follows the translation policy as provided by Statement of
financial accounting Standards Board No. 52. Accordingly, assets and
liabilities are translated at the rates of exchange on the balance sheet
dates. Income and expense items are translated at the average exchange rates
prevailing throughout the years. The resultant translation gains or losses
are included as a component of stockholders' equity designated as "cumulative
translation adjustments". Gain and losses from foreign currency transactions
are included in net income and are not significant.
NET INCOME (LOSS) PER COMMON SHARE:
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No.128 "Earnings Per Share", which
the Company has adopted. Basic EPS is calculated by dividing the income
(loss) available to common shareholders by the weighted average number of
common shares outstanding for the period, without consideration for common
stock equivalents. "Diluted" EPS gives effect to all dilutive potential
common shares outstanding for the period.
For 1998 and 1997, in the Consolidated Statements of Operations, the
effect of including stock options and warrants would have been antidilutive.
Accordingly, basic and diluted EPS for all periods presented prior to 1999
are equivalent.
1999 1998 1997
--------- --------- ---------
Average Common Shares Outstanding 3,655,266 3,655,266 3,655,266
Dilutive Effect of:
Stock Options 53,797 -0- -0-
--------- --------- ---------
Dilutive Common Shares Outstanding 3,709,063 3,655,266 3,655,266
========= ========= =========
ESTIMATES:
The accompanying financial statements include estimated amounts and
disclosures based on management's assumptions about future events. Actual
results may differ from these estimates.
-38-
RECENT ACCOUNTING PRONOUNCEMENTS:
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities," which establishes accounting and reporting standards
for derivative instruments and hedging activities. It requires that an entity
recognize all derivatives as either assets or liabilities in the statement of
financial position and measure these instruments at fair market value. SFAS
No. 133 has been amended by SFAS No. 137, which delayed the effective date to
periods beginning after June 15, 2000. The Company, to date, has not engaged
in dollar derivative and hedging activities.
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use." SOP 98-1 is effective for financial
statements for years beginning after December 15, 1998. SOP 98-1 provides
guidance over accounting for computer software developed or obtained for
interanl use, including the requirment to capitalize and amortize specific
costs. The adoption of this standard did not have a material effect on the
Company's capitalization policy.
RECLASSIFICATIONS:
Certain items in the prior year financial statements have been reclassified
to conform with the current year presentation.
2. EXTRAORDINARY GAIN:
-------------------
In 1999, creditor debt restructuring settlements resulted in $59,000 of
extraordinary gains recognized in the first quarter of the year.
In 1998, an extraordinary gain of $187,000 resulted from the former banks'
forgiveness of $300,000 of prior loans and fees, which was netted with costs
of $113,000 incurred in relation to the settlement. In addition, creditor
debt restructuring settlements resulted in $92,000 of extraordinary gains
recognized in the second and third quarters of 1998. Total extraordinary
gains recorded in the fiscal year ending December 27, l998 were $279,000.
In 1997, the Company reached a composition agreement with over 90% of its
unsecured trade creditors with past due balances of approximately $3.4
million. Under the terms of this agreement, the Company made a cash
distribution in the amount of 10% of the total restructured indebtedness,
issued approximately $1.0 million in non-interest bearing promissory notes
and issued other obligations entitling the trade creditors to a portion of
the Company's defined free cash flow in years 2005 to 2009 of up to an
aggregate of approximately $1.5 million. This resulted in an extraordinary
gain of $596,000 for the year ended December 28, 1997.
-39-
3. INVENTORIES
-----------
Inventories consist of the following:
December 31, December 27,
1999 1998
------------ ------------
Raw materials $ 3,130,000 $ 2,491,000
Work-in-process 3,536,000 2,208,000
Finished goods 2,574,000 1,715,000
----------- ------------
Total Inventories $ 9,240,000 $ 6,414,000
=========== ============
Included in inventories were cores of $2,908,000 (1999) and $2,624,000 (1998).
In 1995 the Company recorded a $6,100,000 provision in cost of products
sold to reflect the Company's decision to exit the manufacturing and sale
of automotive electrical and mechanical products to traditional warehouse
distributors and retailers. Write-downs reflect losses realized and expected
to be realized on liquidating the inventory made excess by this decision.
The remainder of the obsolete finished goods inventories were written-off to
the reserve in 1999. There were no reserves remaining after the write-off.
Included in 1998 finished goods inventories above were reserves of $570,000
relating to discontinued product lines.
-40-
4. DEBT
----
December 31, December 27,
Debt consists of the following: 1999 1998
- ----------------------------------------- ------------ -------------
Long-term revolving credit at prime
(8.50% at December 31, 1999) plus 1-3/4%
Secured by receivables, inventory,
and certain other fixed assets $ 1,220,000 699,000
$2,170,000 term note secured by property
Monthly principal payments of $36,167 with
entire unpaid balance (approximately $470,000)
due August 2002. Monthly interest is due at
prime plus 1-3/4% on unpaid principal balance 1,591,000 2,025,000
$835,000 term note secured by certain machinery
and equipment. Monthly principal payments of
$13,912 with entire unpaid balance (approx.
$470,000) due August 2002. Monthly interest is
due at prime plus 1-3/4% on unpaid principal bal. 613,000 779,000
Obligations under Industrial Revenue Bonds,
at approximately 60% of prime rate, due in
2001, varying annual sinking fund payments
commencing in 1998 1,000,000 1,300,000
Promissory notes payable, non-interest bearing,
Payable in 24 equal payments quarterly
at various dates through 2005 841,000 875,000
Earnout notes payable, non-interest bearing,
Contingent to the availability of defined
Free cash flow, payable up to $500,000
Annually in years 2005-2009 (See Note 2) 1,904,000 1,653,000
---------- ----------
Total debt 7,169,000 7,331,000
---------- ----------
Less portion due within one year 1,093,000 1,068,000
---------- ----------
Total long-term debt $ 6,076,000 $ 6,263,000
=========== ===========
Long-term debt maturities (including obligations under capital leases) are
$1,093,000 (2000), $1,493,000 (2001), $2,414,000 (2002), $192,000 (2003),
$74,000 (2004) and $1,904,000 (after 2004).
-41-
4. DEBT (Continued):
In 1998, the Company entered into an agreement with Bank of America Commerical
Finance Corporation, formerly NationsCredit Corporation, for a four-year
credit facility, consisting of a revolver and two term loans, to replace its
bank financing. In connection with this agreement, the Company granted Bank
of America security interests in its property, equipment, inventory and
receivables. Interest on amounts outstanding under this facility is payable
at 1-3/4% above the prime rate plus commitment fees. This compares to 3-1/2%
over prime that the Company was paying under its prior bank financing.The
amount available under the new credit facility varies in relationship to
collateral values, up to a maximum amount of $8.5 million including letter of
credit accommodations of $2,200,000. At December 31, 1999 the balance
outstanding on the new facility was $3,424,000 and letter of credit
accommodations of $1,993,000.
The Company has reflected outstanding amounts under the credit agreement,
long-term Vendor debt, and a $1,000,000 capitalized lease obligation as
long-term debt in its 1999 financial statements.
The carrying amount of long-term debt (excluding the restructured vendor
debt) approximates fair market value because the interest rates on
substantially all the debt fluctuate based on changes in market rates.
5. INCOME TAXES
------------
The Company uses an asset and liability approach that requires the
recognition of deferred tax assets and liabilities for the expected future
tax consequences of events that have been recognized in the Company's
financial statements or tax returns.
The income tax provision (benefit) consists of the following:
CURRENT 1999 1998 1997
- -------- ------------ ------------ ------------
Federal $ 29,000 $ 41,000 $ (8,000)
Foreign -0- -0- -0-
State and local 31,000 1,000 1,000
----------- ----------- -----------
Total Current $ 60,000 $ 42,000 $ (7,000)
----------- ----------- -----------
DEFERRED
- --------
Federal $ (29,000) $ -0- $ 7,000
Foreign -0- -0- -0-
State and local (4,000) -0- -0-
----------- ----------- -----------
Total deferred $ (33,000) $ -0- $ 7,000
----------- ----------- -----------
Total Liability $ 27,000 $ 42,000 $ -0-
=========== =========== ===========
-42-
5. Income taxes (Continued):
The Company has provided a valuation reserve to write-down deferred tax
assets due to uncertainty of its ability to utilize them in future periods.
At December 31, 1999 the Company had federal, state and foreign net operating
loss carry forwards of $10,960,000, $7,009,000 and $1,641,000, respectively.
Federal loss carry forwards begin to expire in 2010. The Company also had
$498,000 of tax credits, which can be carried forward indefinitely.
The effective tax rate differs from the U.S. statutory federal income tax
rate of 34% as described below:
1999 1998 1997
------------ ------------ ------------
Income tax (benefit) at
statutory rate $ 600,000 $ 525,000 $ (54,000)
Changes in Valuation
allowance (635,000) (537,000) 53,000
State income taxes
net of federal income tax 62,000 54,000 1,000
--------- ---------- ----------
$ 27,000 $ 42,000 $ -0-
========== =========== ===========
Deferred tax assets and liabilities are comprised of the following at
December 31, 1999 and December 31, 1998:
1999 1998
Assets Liabilities Assets Liabilities
---------- ----------- ---------- -----------
Inventory reserves $2,031,000 1,945,000
Accrued vacation 223,000 241,000
Fringe benefits 1,129,000 1,325,000
Depreciation 81,000 226,000
Bad debts 152,000 156,000
Write-off of
foreign subsidiary 520,000 520,000
Restructuring Reserves 228,000 218,000
Environmental 258,000 293,000
Net operating loss carry
forward 4,582,000 5,685,000
Tax credit carry forward 478,000 499,000
Valuation allowance (9,488,000) (10,661,000)
Other 300,000 270,000 159,000 125,000
---------- ---------- ---------- ---------
$ 413,000 $ 351,000 $ 380,000 $ 351,000
========== ========== ========== =========
-43-
6. EMPLOYEE STOCK OPTION AND AWARD PLANS
-------------------------------------
1995 Stock Option Plan - On November 16, 1995, the Company's shareholders
approved a 1995 Stock Option Plan. This plan provides for options to
purchase up to 100,000 shares. Participants in the plan shall be those
employees selected by the Compensation Committee of the Board of Directors.
Options shall be granted at the fair market value of the Company's Common
Stock at the date of grant. No option may be exercised until six months
after the grant date or after 10 years after the grant date. The options
vest ratably over a period not to exceed five years. There are no options
outstanding under the Plan at December 31, 1999.
Effective January 1, 1996, the Company adopted the disclosure provisions of
SFAS No. 123, "Accounting for Stock-Based Compensation". If the alternative
accounting-related provisions of SFAS No. 123 had been adopted as of the
beginning of 1995, the effect on 1997, 1998 and 1999 income before taxes and
net income would have been immaterial.
Information with respect to stock options outstanding are as follows:
1999 1998 1997
-------- -------- ---------
Granted 189,000 125,000 125,000
======= ======= =======
Shares Underlying Options 189,000 125,000 125,000
Average Option Price $0.5433 $0.4375 $ .4375
At Year End:
Exercisable 75,000 50,000 25,000
Available for Grant -0- -0- -0-
On August 13,1999 (the "Grant Date"), the Company granted its Chief Financial
Officer and other key management non-qualifying options to purchase 64,000
Common Shares at a price of $.75 per share. The options vest ratably at the
rate of 20% of the shares granted per year and will expire in ten years from
the Grant Date, subject to the continuation of their employment. As of
December 31, 1999 these options were not exercisable.
On March 28, 1997 (the "Grant Date"), the Company granted its President and
Chief Executive Officer and option to purchase 100,000 Commons Shares at a
price of $.4375 per share under the 1995 Stock Option Plan. The options vest
ratably at the rate of 25,000 shares per year and will expire in ten years
from the Grant Date, subject to earlier termination of his employment. As of
December 31,1999 he had not exercised any of these options. An additional
25,000 non-qualifying options were granted to the President and will be
available for exercise in the fifth year.
7. EMPLOYEE SAVINGS PLANS
----------------------
Salaried employees with one year of service are eligible to participate in
a 401(k) plan ("Thrift Program"). Under this program, contributions are
100% vested.
-44-
8. EMPLOYEE RETIREMENT PLANS
-------------------------
Hourly employees of three facilities are covered under the Company's
noncontributory pension plans or under a union-sponsored plan to which the
Company contributes. The benefits are based upon years of service. The
Company's contribution consists of an amount to annually fund current service
costs and to fund past service costs over 30 years. The Company's funding
policy for these plans is to meet, at a minimum, the annual contributions
required by applicable regulations.
The following tables provide a reconciliation of the changes in the plans'
benefit obligations and fair value of assets over the two-year period ending
December 31, 1999, and a statement of the funded status as of December 31
of both years:
Pension Benefits
December 31, 1999 December 31, 1998
----------------- -----------------
Reconciliation of benefit obligation:
Obligation at January 1 $ 8,291,000 $ 7,526,000
Service Cost 145,000 147,000
Interest Cost 537,000 516,000
Actuarial (gain) loss (1,388,000) 337,000
Benefit payments (379,000) (235,000)
---------- ----------
Obligation at December 31 $ 7,206,000 $ 8,291,000
========== ==========
Reconciliation of fair value of plan assets:
Fair value of plan assets at January 1 $ 7,451,000 $ 7,134,000
Actual return on plan assets 246,000 541,000
Employer contributions -0- 11,000
Benefit payments (379,000) (235,000)
---------- ----------
Fair value of plan assets at December 31 $ 7,318,000 $ 7,451,000
========== ==========
PENSION BENEFITS
December 31, 1999 December 31, 1998
----------------- -----------------
Funded status:
Funded status at December 31 $ 112,000 $ (840,000)
Unrecognized transition
(asset) obligation 7,000 5,000
Unrecognized prior service costs 66,000 73,000
Unrecognized (gain) loss (1,494,000) (530,000)
---------- ----------
Net amount recognized $(1,309,000) $(1,292,000)
========== ==========
The plan's accumulated benefit obligation was $7,964,000 at December 31, 1999,
and $8,291,000 at December 31, 1998.
-45-
8. EMPLOYEE RETIREMENT PLANS (Continued):
The following table provides the components of net periodic benefit cost for
the plans for fiscal years 1999 and 1998:
Pension Benefits
December 31, 1999 December 27, 1998
----------------- -----------------
Service cost $ 145,000 $ 147,000
Interest cost 537,000 516,000
Expected return on plan assets (624,000) (597,000)
Amortization of transition
(asset) obligation (2,000) (2,000)
Amortization of prior-service cost 6,000 6,000
Amortization of net (gain) loss (45,000) (61,000)
--------- ---------
Net periodic benefit cost 17,000 9,000
--------- ---------
The amount included within other comprehensive income arising from a change
in the additional minimum pension liability was $0 at December 31, 1999, and
December 31, 1998.
The prior-service costs are amortized on a straight-line basis over the
average remaining service period of active participants. Gains and losses
in excess of 10% of the greater of the benefit obligation and the market-
related value of assets are amortized over the average remaining service
period of active participants.
The assumptions used in the measurement of the company's benefit obligation
are shown in the following table:
Pension Benefits
December 31, 1999 December 31, 1998
----------------- -----------------
Weighted-average assumptions
as of December 31:
Discount Rate 7.75% 6.75%
Expected return on plan assets 8.50% 7.50%
Rate of compensation increase N.A. N.A.
-46-
9. LEASES
------
The Company leases certain plants and offices, and computer equipment.
Certain of the real estate leases, constituting non-financing leases, have
provisions for renewal. These lease renewals are primarily for five years.
Obligations under capital leases are included as a part of long-term debt.
Total rental expense charged to operations was $127,000 (1999),
$159,000 (1998), and $216,000 (1997).
Minimum commitments under all noncancelable operating leases at
December 31, 1999 for the following five years are as follows:
Year Amount
----- ---------
2000 $ 103,000
2001 90,000
2002 26,000
2003 2,000
2004 -0-
----- --------
Totals $ 221,000
========
10. SALES TO MAJOR CUSTOMERS
------------------------
In 1999, sales to the Company's three largest customers were approximately
50%, 25%, and 13% of net sales. In 1998, sales to the Company's three largest
customers were approximately 43%, 21%, and 18% of net sales. At December 31,
1999 accounts receivable balances of the Company's three largest customers
were approximately 34%, 32% and 18% of total gross receivables. At
December 27, 1998 accounts receivable balances of the Company's three largest
customers were approximately 38%, 30%, and 17% of total gross receivables.
The Company's primary product line is remanufactured carburetors, which
accounted for 76% of 1999 net sales compared to 73% in 1998. The Company's
main distribution channel is through two large retailers which accounted for
99% of 1999 net carburetor sales compared to 94% of 1998 net carburetor
sales. The balance of the carburetor sales was to original equipment
aftermarket customers and traditional warehouse distributors.
The loss of one of the Company's largest customers could have a material
adverse effect on the Company's financial condition and results of operations.
-47-
11. RELATED PARTY TRANSACTIONS
--------------------------
On March 9, 1992, Echlin, Inc. exercised its market value rights under a
1992 stock purchase agreement with the Company. The Company reduced its
Additional Paid-In Capital by $2,400,000 and recorded a note payable of the
same amount, which is being paid to Dana Corporation, formerly Echlin Inc.,
in quarterly installments of $200,000. The note carried an interest rate of
1% above prime. In 1997,the balance of the note payable was restructured in
conjunction with the vendor composition agreement.
Total purchases from Echlin approximated $0, $0, and $750,000 in 1999,
1998, 1997, respectively, of which $0, $0, and $23,000 were unpaid at
year-end 1999, 1998 and 1997 respectively.
12. COMMITMENTS AND CONTINGENCIES
A. ENVIRONMENTAL MATTERS
---------------------
The Company is subject to various Federal, state and local environmental
laws and regulations incidental to its business. The Company continues to
modify, on an ongoing basis, processes that may have an environmental impact.
The Company has been named, along with a number of other companies, as a
Potentially Responsible Party in several Federal and state sites where the
Company had operations or where byproducts from the Company's manufacturing
processes were disposed. The current landowner at a former plant site has
sued the Company and two other parties. The plaintiff is seeking judgment
that the Company and co-defendants cover the costs to remediate the plant site
and related costs of a Federal cleanup action and unspecified damages. The
Company and its insurance carriers have agreed to provide a defense, with a
reservation of rights. Three of the sites are currently active, and the
others have been settled or are dormant. The Company has undertaken
voluntary actions at its current plant sites ranging from periodic testing
to modest amounts of soil and water remediation and storage tank removal.
The Company has $759,000 in reserves for anticipated future costs of pending
environmental matters at December 31, 1999. Such costs include the Company's
estimated allocated share of remedial investigation/feasibility studies and
clean up and disposal costs. The Company's ultimate costs are subject to
further development of existing studies and possible readjustment of the
Company's pro rata share of total costs.
B. OTHER
The Company is involved in litigation in the normal course of its business.
Management intends to cirgorouly defend these cases. In the opinion of
Management, the litigation now pending will not have a material adverse
effect on the consolidated financial position of the Company.
-48-
13. INVESTMENTS
-----------
The Company has a 50% equity investment in a foreign joint venture. The
Company's wholly owned foreign subsidiary is a joint and several guarantor of
Canadian bank debt with its partner in the 50% owned Canadian venture. The
amount of the loan plus accrued and unpaid interest was Canadian $616,000 at
December 31, 1999. In 1992, the Company wrote off its investment in the
venture and provided a reserve for a contingent liability to exit this
venture. The Company accounts for this venture using the equity method.
Given the venture's current financial situation and the pending guarantees
from the subsidiary Company, the Company has continued to record its
investment at a zero estimated net realizable value and to maintain a
reserve for additional contingent financial exposure.
14. OTHER ACCRUED EXPENSES
----------------------
Other accrued expenses consist of the following:
December 31, 1999 December 27, 1998
----------------- -----------------
Interest $ 120,000 $ 143,000
Workers' compensation 1,563,000 1,939,000
Pension (See Note 8) 1,309,000 1,292,000
Utilities 34,000 30,000
Rebates 160,000 219,000
Environmental costs 759,000 863,000
Restructuring -0- 14,000
Joint venture 802,000 802,000
Stock adjustments 416,000 614,000
Other items 254,000 309,000
---------- ----------
Total other accrued expenses $ 5,417,000 $ 6,211,000
========== ==========
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15. SUPPLEMENTAL CASH FLOW INFORMATION
----------------------------------
Cash paid during the year for interest and income taxes was as follows:
1999 1998 1997
---------- ----------- -----------
Interest $ 562,000 895,000 $ 1,040,000
Income taxes 109,000 7,000 -0-
Supplemental Schedule of Noncash Investing and Financing Activities:
In 1999, 1998, and 1997, as a result of the vendor composition agreement,
approximately $550,000, $250,000, and $2,500,000 of trade payables were
restructured into long-term notes payable, respectively. The extinguishment
of the vendor debt resulted in an additional $59,000 and $92,000, and $596,000
of trade payables being forgiven, thus, resulting in an extraordinary gains
in 1999, 1998, and 1997, respectively.
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16. BUSINESS SEGMENTS
-----------------
The Company has adopted Statement of Financial Accounting Standards (SFAS)
No. 131, "Disclosures about Segments of an Enterprise and Related
Information." Following the provisions of SFAS No. 131, the Company is
reporting two operating business segments in the same format as reviewed
by the Company's senior management. Segment one, Fuel Systems & C.V.
Assemblies, remanufactures and sells replacement fuel system components
(carburetors and diesel fuel injection components) and constant velocity
drive assemblies for substantially all makes and models of domestic and
foreign automobiles and trucks. Segment two, Electrical & Mechanical
Products, remanufactures and sells replacement electrical and mechanical
products for passenger car, agricultural and heavy-duty truck original
equipment applications. Management uses operating income as the measure of
profit or loss by business segment. Accounting policies of the operating
segments are the same as described in the "Summary of Significant Accounting
Policies" (see Note 1, page 39). Segment assets include amounts specifically
identified with each operation. Corporate assets consist primarily of
property and equipment.
Business segment information is as follows:
1999 1998 1997
------------ ------------ ------------
Revenues:
Fuel Systems & C.V. Assemblies $ 21,421,000 20,311,000 $ 17,020,000
Electrical & Mechanical Products 7,146,000 6,131,000 7,145,000
------------ ------------ ------------
Total Revenues $ 28,567,000 $ 26,442,000 $ 24,165,000
=========== =========== ===========
Depreciation & Amortization Expense:
Fuel Systems & C.V. Assemblies $ 215,000 $ 259,000 $ 314,000
Electrical and Mechanical Products 329,000 374,000 427,000
Corporate 77,000 78,000 32,000
----------- ----------- -----------
Total $ 621,000 $ 711,000 $ 773,000
=========== =========== ===========
Net Income/(Loss):
Fuel Systems & C.V. Assemblies $ 3,427,000 $ 3,594,000 $ 2,270,000
Electrical & Mechanical Products (350,000) (957,000) (949,000)
Corporate (1,405,000) (1,413,000) (2,077,000)
----------- ----------- -----------
Sub-Total Income/(Loss) 1,672,000 1,224,000 (756,000)
Extraordinary Gains 59,000 279,000 596,000
----------- ----------- -----------
Total Income/(Loss) $ 1,731,000 $ 1,503,000 $ (160,000)
=========== =========== ===========
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16. BUSINESS SEGMENTS (Continued):
1999 1998 1997
------------- ------------- -------------
Capital Additions:
Fuel Systems & C.V. Assemblies $ 57,000 $ 15,000 $ 39,000
Electrical & Mechanical Products 84,000 28,000 127,000
Corporate 194,000 31,000 395,000
----------- ----------- -----------
Total capital additions $ 335,000 $ 74,000 $ 561,000
=========== =========== ===========
Total Assets:
Fuel Systems & C.V. Assemblies $ 8,536,000 $ 7,535,000 $ 8,292,000
Electrical & Mechanical Products 8,807,000 8,138,000 7,216,000
Corporate 2,232,000 1,646,000 1,768,000
----------- ----------- -----------
Total assets $ 19,575,000 $ 17,319,000 $ 17,276,000
=========== =========== ===========
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CHAMPION PARTS, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Additions to/
Balance at Charged (Deductions) Balance
Beginning to From at End
of Period Operations Reserves of Period
------------ ------------ ------------ ------------
ALLOWANCE FOR
UNCOLLECTIBLE
ACCOUNTS:
Year Ended
December 28, 1997 $ 795,000 $ -0- $ (347,000) $ 448,000
---------- ---------- ---------- ----------
Year Ended
December 27, 1998 $ 448,000 $ -0- $ (109,000) $ 339,000
---------- ---------- ---------- ----------
Year Ended
December 31, 1999 339,000 $ -0- $ (2,000) $ 337,000
---------- ---------- ---------- ----------
Additions to/
Balance at Charged (Deductions) Balance
Beginning to From at End
of Period Operations Reserves of Period
------------ ------------ ------------ ------------
INVENTORY RESERVES:
Year Ended
December 28, 1997 $ 6,658,000 $ 315,000 $ (2,299,000) $ 4,674,000
----------- ----------- ----------- -----------
Year Ended
December 27, 1998 $ 4,674,000 $ 495,000 $ (221,000) $ 4,948,000
----------- ----------- ----------- -----------
Year Ended
December 31, 1999 $ 4,948,000 $ 981,000 $ (742,000) $ 5.187,000
----------- ----------- ------------ -----------
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CHAMPION PARTS, INC.
EXHIBIT INDEX
___________
(Pursuant to Item 601 of Regulation S-K)
NO. DESCRIPTION AND PAGE OR INCORPORATION REFERENCE
Articles of Incorporation and By-Laws:
(3)(a) Articles of Incorporation (incorporated by reference to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1988).
(3)(b) By Laws (incorporated by reference to Registrant's current report on
Form 8-K filed June 5, 1997).
Instruments Defining the Rights of Security
Holders, Including Indentures:
(4)(a) Stock Purchase Agreement dated March 18, 1987 between the Registrant
and Dana Corporation, formerly Echlin Inc. (incorporated by reference to
the Registrant's annual report on Form 10K, year ended December 31, 1998)
(4)(b) Specimen of Common Share Certificate
(4)(c) Articles of Incorporation (see Exhibit (3)(a) above).
(4)(d) By-Laws (see Exhibit (3)(b) above).
(With respect to long-term debt instruments, see "Item 14. Exhibits,
Financial Statement Schedules, and Reports on Form 8-K").
Material Contracts:
(10)(a) Agreement, as amended, between Registrant and Raymond G. Perelman
dated September 20, 1993 (incorporated by reference to Registrant's
current Report on Form 8-K, year ended December 31, 1999).
(10)(b) Letter Agreement dated October 9, 1995 between Registrant and RGP
Holding, Inc. (incorporated by reference to Registrant's quarterly
report on Form 10-Q filed November 24, 1995).
(10)(c) 1995 Stock Option Plan as of November 1, 1995 (incorporated by
reference to Registrant's 1995 Proxy).
(10)(d) Severance Agreement dated March 28, 1997 between the Registrant and
Jerry A. Bragiel (incorporated by reference to the Registrant's
annual report on Form 10K, year ended December 28, 1997). (1)
(10)(e) Employment and Stock Option Agreement between the registrant and
Jerry A. Bragiel dated March 28, 1997. (incorporated by reference to
the Registrant's annual report on Form 10K, year ended December 28,
1997). (1)
-54-
EXHIBIT INDEX
-------------
(10)(f) Stock Option Agreement between the registrant and key management
personnel dated August 13, 1999. (incorporated by reference to the
Registrant's annual report on Form 10K, year ended December 31, 1999).
(10)(g) Settlement Agreement dated July 1, 1997 between the Registrant and
Unsecured Trade Creditors (Incorporated by reference to Current
Report on Form 8-K July 30, 1997).
(10)(h) Loan and Security Agreement dated August 6, 1998 between the
Registrant and Bank of America Commercial Corporation through its
Bank of America Commercial Finance Division (incorporated by reference
to Registrant's quarterly report on Form 10-Q, June 29, 1998).
Additional Exhibits:
(21) List of Subsidiaries of Registrant (incorporated by reference to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999).
(27) Financial Data Schedules
Note: (1) Denotes management contract or compensatory plan or arrangement
required to be filed as an Exhibit to this report pursuant to item
601 of Regulation S-K.
_________
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