1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2000,
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. 333-56461
TALON AUTOMOTIVE GROUP, INC
(Exact name of registrant as specified in its charter)
MICHIGAN 38-3382174
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
900 WILSHIRE DRIVE, SUITE 203, TROY, MICHIGAN 48084
(Address of principal executive offices) (Zip Code)
(248) 362-7600
(Registrant's telephone number, including area code)
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
---------- ----------
APPLICABLE ONLY TO CORPORATE USERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Shares Outstanding
Class at November 14, 2000
----------------------------- ---------------------
Class A Voting Common Stock 4,074
Class B Non-Voting Common Stock 158,853
Exhibit Index located at page 14
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Form 10Q Page 1
2
TALON AUTOMOTIVE GROUP, INC.
FORM 10 Q
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:
Consolidated Statements of Operations (unaudited) for the
Three and Nine Months Ended September 30, 2000 and October 2,
1999
Consolidated Balance Sheets at September 30, 2000 (unaudited)
and December 31, 1999
Consolidated Statements of Cash Flows (unaudited) for the
Three and Nine Months Ended September 30, 2000 and October 2,
1999
Notes to Consolidated Financial Statements (unaudited)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
PART II OTHER INFORMATION
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Form 10Q Page 2
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TALON AUTOMOTIVE GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS - UNAUDITED)
QUARTER ENDED: NINE MONTHS ENDED:
---------------------------------- --------------------------------
SEPTEMBER 30, OCTOBER 2, SEPTEMBER 30, OCTOBER 2,
2000 1999 2000 1999
---- ---- ---- ----
Net sales $ 56,746 $ 67,285 $ 225,060 $ 217,028
Cost of sales 55,176 58,757 203,001 191,689
--------- --------- --------- ---------
Gross profit 1,570 8,528 22,059 25,339
Operating expenses:
SG&A 5,846 4,798 18,477 15,569
Advanced program expenses 768 0 2,198 0
Amortization 406 435 1,219 1,232
--------- --------- --------- ---------
Income from operations (5,453) 3,295 165 8,538
Other (income) expenses:
Interest 4,950 3,691 14,427 11,676
Foreign currency (94) 130 (294) 98
--------- --------- --------- ---------
Loss before income taxes (10,306) (526) (13,968) (3,236)
Provision for income taxes (270) 222 1,193 2,047
--------- --------- --------- ---------
Net loss $ (10,036) $ (748) $ (15,161) $ (5,283)
========= ========= ========= =========
See accompanying notes.
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Form 10Q Page 3
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TALON AUTOMOTIVE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS - UNAUDITED)
ASSETS SEPTEMBER 30, 2000 DECEMBER 31, 1999
------ ------------------ -----------------
Current assets:
Cash $ 424 $ 708
Accounts receivable 43,382 49,527
Inventory 16,180 18,062
Reimbursable tooling 14,546 20,727
Prepaid expenses 2,331 3,082
---------- -----------
Total current assets 76,863 92,106
Property, plant and equipment, net 87,587 90,578
Goodwill and other assets, net 63,285 62,753
---------- -----------
$ 227,735 $ 245,437
========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Senior Credit Facility $ 58,000 $ 0
Senior Subordinated Notes 120,000 0
Accounts payable 37,415 46,495
Accrued liabilities 21,704 20,252
Deferred tooling revenue 16,300 26,667
Current portion of debt and capital leases 1,468 1,861
---------- -----------
Total current liabilities $ 254,877 $ 95,275
Senior Credit Facility 0 40,492
Senior Subordinated Notes 0 120,000
Long term debt 169 826
Capital leases 1,276 1,507
Deferred income taxes 1,890 1,931
---------- -----------
Total non-current liabilities $ 3,335 $ 164,756
Shareholders' equity:
Common stock 1,250 1,250
Paid in capital 1,413 1,413
Retained earnings (deficit) (31,730) (16,680)
Accumulated other comprehensive income (loss) (1,420) (577)
---------- -----------
Total shareholders' equity (30,487) (14,594)
---------- -----------
$ 227,735 $ 245,437
========== ===========
See accompanying notes.
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Form 10Q Page 4
5
TALON AUTOMOTIVE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS - UNAUDITED)
QUARTER ENDED: NINE MONTHS ENDED:
SEPTEMBER 30, OCTOBER 2, SEPTEMBER 30, OCTOBER 2,
2000 1999 2000 1999
----- ----- ---- ----
Net loss $(10,036) $ (748) $(15,161) $ (5,283)
Depreciation and amortization 2,652 2,401 7,956 8,132
Other non-cash expenses 172 124 521 513
Change in operating assets and liabilities:
Accounts receivable 10,175 (4,517) 5,477 (10,555)
Inventories 1,206 (5,622) 1,749 (5,205)
Reimbursable tooling, net 3,899 6,442 (4,236) 978
Prepaids 401 630 733 (667)
Accounts payable (6,603) 11 (8,540) 10,671
Accrued liabilities 1,200 1,583 1,728 (3,767)
Other operating items (1,296) (456) (2,179) (1,124)
-------- -------- -------- --------
Cash provided by (used in) operating activities 1,770 (152) (11,954) (6,307)
Investing Activities:
Additions to property and equipment (3,710) (8,425) (4,545) (20,906)
Financing Activities:
Proceeds from long-term borrowings 2,030 6,903 17,508 19,903
Payments on long-term debt (376) (406) (1,240) (1,147)
Deferred financing costs -- -- 0 (252)
-------- -------- -------- --------
Cash provided by financing activities 1,654 6,497 16,268 18,504
Effects of exchange rates (162) (90) (53) (608)
-------- -------- -------- --------
Net change in cash (448) (2,170) (284) (9,317)
Beginning cash 872 2,265 708 9,412
-------- -------- -------- --------
Ending cash $ 424 $ 95 $ 424 $ 95
======== ======== ======== ========
See accompanying notes.
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Form 10Q Page 5
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TALON AUTOMOTIVE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
1. ORGANIZATION AND BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
by Talon Automotive Group, Inc. (the "Company"), pursuant to the rules and
regulations of the Securities and Exchange Commission. The information furnished
in the consolidated financial statements includes normal recurring adjustments
and reflects all adjustments which are, in the opinion of management, necessary
for a fair presentation of such financial statements. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. The unaudited consolidated
financial statements should be read in conjunction with the Company's audited
consolidated financial statements and notes thereto for the year ended December
31, 1999.
The Company reports quarterly financial information in thirteen-week increments
and ends each respective quarter on the Saturday following the thirteenth week
with the fiscal year ending December 31.
2. EFFECT OF ACCOUNTING PRONOUNCEMENTS
In June 1999, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 137, "Accounting for Derivatives Instruments
and Hedging Activities--Deferral of the Effective Date of FASB Statement No.
133--an Amendment of FASB Statement No. 133." Statement No. 137 defers the
effective date of Statement No. 133 by one year to fiscal years beginning after
June 15, 2000. Accordingly, the Company plans to adopt Statement No. 133
beginning in 2001. Implementation of this statement is not expected to have a
material impact on the Company's results of operations.
In September 1999, the Financial Accounting Standards Board reached a consensus
on EITF Statement No. 99-5, "Accounting for Pre-Production Costs Related to
Long-Term Supply Arrangements". Statement No. 99-5 restricts capitalization of
pre-production costs based on certain criteria and is effective, on a
prospective basis, for fiscal years beginning after December 31, 1999. On
January 1, 2000, the Company adopted Statement 99-5 and has not capitalized any
pre-production costs for the nine month period ending September 30, 2000. This
accounting change has the effect of accelerating expense recognition of advance
costs related to business that has not yet begun production. The Company has
defined these advance engineering and program management costs of future
business as "Advanced Program Expenses". If the Company is not able to meet
capitalization criteria prescribed by Statement 99-5 during 2000, it could
reduce the Company's reported earnings by up to $3,000 as compared to 1999. Due
to the materiality of these expenses, advanced program expenses have been
separated on the consolidated statement of operations. The change has no effect
on cash flow.
3. COMMITMENTS AND CONTINGENCIES
As of September 30, 2000, there were no significant changes to the commitments
and contingencies presented in the footnotes to the financial statements for the
fiscal year ended December 31, 1999.
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Form 10Q Page 6
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4. INVENTORIES
Inventory consisted of the following:
SEPTEMBER 30, 2000 DECEMBER 31, 1999
------------------ -----------------
UNAUDITED
Raw material $ 7,083 $ 8,739
Work in process 4,861 5,629
Finished goods 4,236 3,694
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Total Inventory $16,180 $18,062
5. COMPREHENSIVE LOSS
The Company's comprehensive loss includes the reported net loss and the change
in accumulated foreign currency translation adjustment. For the third quarter
and nine months ended September 30, 2000 the comprehensive loss was $10,201 and
$15,214 as compared to $838 and $5,891 for the third quarter and nine months
ended October 2, 1999.
6. SUPPLEMENTAL GUARANTOR INFORMATION
Veltri Metal Products Co. and Veltri Holdings, Inc. (collectively, the "Veltri
Group") are wholly owned subsidiaries of the Company and constitute all of the
direct and indirect subsidiaries of the Company. The Veltri Group has fully and
unconditionally guaranteed, on a joint and several basis, the obligation to pay
principal, premium, if any, and interest with respect to the Company's senior
subordinated notes.
There are no restrictions on the ability of the Veltri Group to transfer funds
to the Company in the form of cash dividends, loans or advances, except as
follows: (i) pursuant to the senior credit agreement the Veltri Group agreed not
to (a) declare or make any dividend or other distribution with respect to any
shares of capital stock; or (b) make loans, advances or extensions of credit to
any person (except for credit sales in the ordinary course of business and loans
to affiliates in an aggregate amount not to exceed $15,000 at any time
outstanding); and (ii) pursuant to the indenture agreement for the Company's
senior subordinated notes, the Veltri Group is prohibited from making loans or
advances to the Company if a default or event of default shall have occurred
under the indenture.
Management does not believe that separate financial statements for the Veltri
Group is material to investors. Therefore, separate financial statements and
other disclosures concerning the Veltri Group have been omitted, and in lieu
thereof, summarized financial information relating to the Veltri Group is shown
as follows:
SEPTEMBER 30, 2000 DECEMBER 31, 1999
------------------- -----------------
UNAUDITED
Current assets $37,997 $46,868
Non-current assets 52,383 55,016
Current liabilities 42,920 56,394
Non-current liabilities 29,678 29,525
NINE MONTHS ENDED:
SEPTEMBER 30, 2000 OCTOBER 2, 1999
------------------ ---------------
UNAUDITED UNAUDITED
Net sales $86,834 $83,960
Gross profit 16,385 16,001
Net income 1,754 2,853
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Form 10Q Page 7
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7. RELATED PARTY TRANSACTIONS
The Company has a business services agreement with Talon L.L.C., an affiliated
company owned by the shareholders of the Company. Under this agreement, the
Company receives services of risk management, benefits management, tax
preparation and other services from Talon L.L.C. as requested by the Company.
For the nine month period ended September 30, 2000 and October 2, 1999, the
Company paid fees to Talon L.L.C. of $375 under this agreement.
In 1996, the Company purchased the outstanding capital stock of the Veltri Group
and a former shareholder of the Veltri Group was appointed as an officer of the
Company. The stock purchase agreement included certain earnout provisions
payable to the former shareholder. On April 6, 2000, the Company made an earnout
payment of approximately $1.8 million, including interest, for the calendar year
1999. This was the Company's final earnout payment due under the stock purchase
agreement.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000
AS COMPARED TO THE THREE AND NINE MONTHS ENDED OCTOBER 2, 1999
Net Sales
Net sales for the three month period ended September 30, 2000 ("third quarter
2000") were $56.7 million compared to $67.3 million for the three month period
ended October 2, 1999 ("third quarter 1999"). This represents a decrease of
$10.5 million or 15.7% as compared to the prior year. The decrease was primarily
due to production fluctuations at a major customer (See "Sales Decline") and
balance out of certain production due to model change overs.
For the year-to-date period, net sales were $225.1 million compared to $217.0
million for the same period in the prior year. This represents an increase of
$8.0 million or 3.7% as compared to the prior year. The increase was primarily
due to higher industry volumes during the first six months of 2000 as compared
to the prior year and incremental new business on the General Motors GMT 800
truck platform, and Honda Odyssey minivan.
Gross Profit
Gross profit for the third quarter 2000 was $1.6 million or 2.8% of net sales
compared to $8.5 million or 12.7% of net sales for the third quarter 1999. This
represents a decrease of $6.9 million or 81.6% as compared to the prior year.
The decrease was due to significantly lower sales (See "Sales Decline") and the
impact of unabsorbed fixed overhead in the third quarter 2000.
For the year-to-date period, gross profit was $22.0 million or 9.8% compared to
$25.3 million or 11.7% of net sales for the same period in the prior year. This
represents a decrease of $3.3 million or 12.9% as compared to the prior year.
This decrease was primarily due to lower sales and the impact of unabsorbed
fixed overhead in the third quarter 2000.
Selling, General and Administrative Expenses ("SG&A")
SG&A expenses for the third quarter 2000 were $5.8 million or 10.3% of net sales
compared to $4.8 million or 7.1% of net sales for the third quarter 1999. The
increase of $1.0 million or 21.5% was primarily due to incremental investment in
program launches and consulting expenses.
For the year-to-date period, SG&A expenses were $18.5 million or 8.2% of net
sales compared to $15.6 million or 7.2% of net sales for the same period in the
prior year. The increase of $2.9 million or 18.7% was primarily due to
incremental investment in program launches, consulting expenses and $0.2 million
bad debt provision in the first quarter 2000.
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Advanced Program Expenses
Advanced program expenses for the third quarter 2000 and year-to-date period
were $0.8 million or 1.4% of net sales and $2.2 million or 1.1% of net sales.
This expense was capitalized for the same periods in the prior year, however;
due to the new accounting rule, FASB 99-5 (see Note 2, "Effect of Accounting
Pronouncements"), advanced program expenses were expensed beginning January 1,
2000. Advanced program expenses are the investment in advance engineering and
program management for future programs.
Interest Expense
Interest expense for the third quarter 2000 was $5.0 million or 8.7% of net
sales, as compared to $3.7 million or 5.5% of net sales for the third quarter
1999. The increase of $1.3 million or 34.1% was due to higher borrowings and
higher interest rates on the Company's senior credit facility.
For the year-to-date period, interest expense was $14.4 million or 6.4% of net
sales, as compared to $11.7 million or 5.4% of net sales for the same period in
the prior year. The increase of $2.7 million or 23.6% was due to higher
borrowings and higher interest rates on the Company's senior credit facility.
Income Taxes
The Company's shareholders have elected under the provisions of the Internal
Revenue Code to be treated as an S-Corporation with respect to the Company's
U.S. operations. As a result, income taxes relate solely to the Company's
Canadian operations. The provision for Canadian income taxes for the third
quarter 2000 was ($0.3) million compared to $0.2 million for the third quarter
1999. For the year to date period, the provision was $1.2 million compared to
$2.0 million for the same period in the prior year. The effective tax rate for
the third quarter 2000 and year to date period was approximately 34% and 40%.
LIQUIDITY AND CAPITAL RESOURCES
For the first nine months of 2000, net cash flow used in operating activities
totaled $11.9 million compared to $6.3 million used in operating activities for
the same period in the prior year. The change compared to the prior year period
was due to the increased net loss between the periods, offset by favorable
changes in working capital.
Net cash used in investing activities primarily relates to capital expenditures.
Capital expenditures totaled $4.5 million for the first nine months of 2000
compared to $20.9 million for the first nine months of 1999. Capital
expenditures were primarily for new machinery and equipment. The decrease, as
compared to the prior year period, was largely due to sale-leaseback
transactions completed during 2000 for which the Company was reimbursed $10.5
million.
The Company has made significant capital expenditures related to a new
production facility and new equipment for the 2002 Jeep Cherokee program ("KJ").
Through September 30, 2000, the cumulative construction-in-process related to
the KJ totaled approximately $10.4 million. The Company believes the new KJ will
launch by the second quarter 2001 and additional KJ capital expenditures of
approximately $4.0 million will be required through that date.
Net cash provided by financing activities totaled $16.3 million for the first
nine months of 2000, compared to $18.5 million for the first nine months of
1999. Financing activities primarily were incremental borrowings on the
Company's senior credit facility made to finance the net loss and capital
investments incurred during 2000.
EBITDA for the third quarter 2000 was ($2.8) million as compared to $5.7 million
for the third quarter 1999. This represents a decrease of $8.5 million or 149.1%
as compared to the prior year period. For the year to date period, EBITDA was
$8.1 million compared to $16.7 million for the same period in the prior year.
This represents a decrease of $8.6 million or 51.3% as compared to the prior
year period. EBITDA is defined as income from operations plus depreciation and
amortization and may not be comparable to similarly-titled measures of other
companies. EBITDA is presented because it is a widely accepted non-GAAP
financial indicator of a company's ability to incur and service debt. However,
EBITDA should not be
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Form 10Q Page 9
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considered in isolation as a substitute for net income or cash flow data
prepared in accordance with generally accepted accounting principles or as a
measure of a company's profitability or liquidity.
RECLASSIFICATION OF SENIOR CREDIT FACILITY
On July 1, 2000, the Company was in default of two financial covenants in the
Company's $100 million senior credit facility, the interest coverage and
quarterly EBITDA covenants, as defined. On August 11, 2000 the Company's senior
credit facility was amended to waive the July 1, 2000 defaults through September
29, 2000 and redefine the borrowing advance rates and remove the interim
borrowing limit. On September 29, 2000, the senior credit facility was amended
to waive the July 1, 2000 defaults through October 27, 2000. On October 27,
2000, the senior credit facility was amended to waive the July 1, 2000 default
until November 20, 2000.
For the period ending September 30, 2000, the Company was in default of three
financial covenants, the interest coverage, quarterly EBITDA and leverage
covenants, as defined. On November 14, 2000 the Company's senior credit facility
was amended to waive the September 30, 2000 defaults through November 20, 2000.
The Company is negotiating with its bank group during this waiver period to
amend the senior credit facility and reset the existing financial covenants.
On September 30, 2000, borrowings under the senior credit facility were $58
million with the availability to borrow an additional $16 million.
Due to the violation of the financial covenants in the Company's $100 million
senior credit facility for the period ending September 30, 2000, the Company has
elected to reclassify its $100 million senior credit facility to a current
obligation as required by FAS 78: Classification of Obligations that are
Callable by the Creditor. The company does not believe that it is probable that
these violations will be cured by the end of the waiver period, however, the
Company is negotiating with its bank group to modify the existing covenants such
that the Company will be in compliance with the terms of its credit facility by
December 31, 2000.
SENIOR SUBORDINATED NOTES
The Company elected not to make the November 1, 2000, interest payment, when
due, on its $120 million principal amount of 9.625% Senior Subordinated Notes
due May 1, 2008, and is operating under a 30-day "grace" period ending December
1, 2000. The Company is negotiating with its bank group and the note holders to
facilitate payment of the interest due, or to modify the terms of the senior
subordinated notes to defer payment. If agreement between the parties cannot be
reached by December 1, 2000, the notes may be declared in default. The Company
has, therefore, elected to classify the notes as a current liability as required
by FAS 78: Classification of Obligations that are Callable by the Creditor.
SALES DECLINE
As previously disclosed, the company experienced a significant decline in
Chrysler LH sales, in the third quarter 2000, due to a paint line explosion at
the Chrysler LH Bramalea, Ontario assembly facility. The paint line explosion,
which occurred in July 2000, resulted in the Bramalea facility remaining closed
for an additional three weeks after the regularly scheduled July 3, 2000
shutdown period (two weeks) and a slow volume ramp up in August 2000.
In addition, OEM inventory balancing and a new product launch resulted in a
significant reduction of production on the Dodge Neon and Chrysler Minivan
platforms which had a material adverse impact on sales and EBITDA for the third
quarter.
FORWARD LOOKING STATEMENTS
This Management's Discussion and Analysis of Financial Condition and Results of
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Operations contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. When used in this section, the words
"anticipate", "believe", "estimate" and "expect" and similar expressions are
generally intended to identify forward-looking statements. Readers are cautioned
that any forward-looking statements, including statements regarding the intent,
belief, or current expectations of the Company or its management, are not
guarantees of future performance and involve risks and uncertainties, and that
actual results may differ materially from those in the forward-looking
statements as a result of various factors including, but not limited to: (i)
general economic conditions in the markets in which the Company operates; (ii)
the degree to which the Company is leveraged; (iii) labor disputes involving the
Company or its significant customers; (iv) changes in practices and/or policies
of the Company's significant customers toward outsourcing automotive components
and systems; (v) the Company's reliance on major customers and selected models;
(vi) foreign currency and exchange fluctuations; and (viii) other risks detailed
from time to time in the Company's filings with the Securities and Exchange
Commission. The Company does not intend to update such forward-looking
statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the potential loss arising from adverse changes in market rates
and prices, including changes in foreign currency exchange rates, interest rates
and commodity prices. The Company believes there was no significant change in
its market risk factors since December 31, 1999.
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PART II. OTHER INFORMATION
TALON AUTOMOTIVE GROUP, INC.
Item 1. Legal Proceedings: None
Item 2. Change in Securities: None
Item 3. Defaults Upon Senior Securities: See Part 1, Item 2
Item 4. Submission of Matters to a Vote of Security Holders: None
Item 5. Other Information: None
Item 6. Exhibits and Reports on Form 8-K:
(a) See Exhibit Index on page 14.
(b) On November 1, 2000, the Company filed a current Report on Form 8-K
dated that same date. Pursuant to Item 5 of the report, the Company
reported its election not to make the November 1, 2000 interest payment
on its 9.625% Senior Subordinated Notes.
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SIGNATURE
Pursuant to the requirements of the Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
TALON AUTOMOTIVE GROUP, INC.
By: /s/ David J. Woodward
----------------------------
David J. Woodward
Vice President of Finance, Chief Financial
Officer and Treasurer
Date: November 14, 2000
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Form 10Q Page 13
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
10.1 (h) Seventh Amendment to Credit Agreement dated as of April
28, 1998 by and between the Company, as Borrower, and
Comerica Bank, as Agent for the Lenders.
10.1 (i) Eighth Amendment to Credit Agreement dated as of April
28, 1998 by and between the Company, as Borrower, and
Comerica Bank, as Agent for the Lenders.
10.1 (j) Waiver Under Credit Agreement
27 Financial Data Schedule
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Form 10Q Page 14