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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 December 31, 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 number 333-75849
OXFORD AUTOMOTIVE, INC.
(Exact name of Registrant as specified in its charter)
MICHIGAN 38-3262809
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1250 STEPHENSON HIGHWAY, TROY MICHIGAN 48083
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248) 577-1400
Former Name, Former Address and Former Fiscal Year, if changed Since Last
Report:
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
309,750 shares of the registrant's Common Stock
were outstanding as of January 31, 2001
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PART I. FINANCIAL INFORMATION
Oxford Automotive, Inc.
Unaudited Consolidated Statements of Operations
(Dollars in Thousands, Except per Share Amounts)
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
December 31, December 31, December 31, December 31,
2000 1999 2000 1999
Net sales $ 222,507 $ 199,681 $ 626,901 $ 607,128
Cost of sales 196,469 174,800 555,923 537,181
--------- --------- --------- ---------
Gross profit 26,038 24,881 70,978 69,947
Selling, general and
administrative expenses 15,326 12,900 41,385 36,296
(Gain) loss on sale of equipment (364) 429 (1,153) 132
--------- --------- --------- ---------
Operating income 11,076 11,552 30,746 33,519
Other income (expense):
Interest expense, net (11,513) (8,024) (29,162) (23,265)
Other income 270 392 332 524
--------- --------- --------- ---------
Income (loss) before income taxes (167) 3,920 1,916 10,778
Income tax (provision) benefit 62 (1,797) (796) (4,960)
--------- --------- --------- ---------
Net income (loss) (105) 2,123 1,120 5,818
Accrued dividends and accretion on
redeemable preferred stock 330 330 990 990
--------- --------- --------- ---------
Net income (loss) applicable to
common stock $ (435) $ 1,793 $ 130 $ 4,828
========= ========= ========= =========
Net income (loss) per share
(basic and diluted) $ (1.40) $ 5.79 $ 0.42 $ 15.59
========= ========= ========= =========
Weighted average shares outstanding 309,750 309,750 309,750 309,750
========= ========= ========= =========
See accompanying Notes to Consolidated Financial Statements.
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Oxford Automotive, Inc.
Consolidated Balance Sheets
(Dollars in Thousands, Except Per Share Amounts)
December 31, March 31,
2000 2000
(unaudited)
Assets
Current assets
Cash and cash equivalents $ 6,044 $ 17,643
Trade receivables, net 146,384 139,912
Inventory 69,351 53,187
Refundable income taxes 8,619 2,027
Reimbursable tooling 52,346 25,038
Deferred income taxes 2,298 2,374
Prepaid expenses and other current assets 41,064 38,228
-------- --------
Total current assets 326,106 278,409
Other noncurrent assets 61,325 34,876
Deferred income taxes 45,617 34,278
Property, plant and equipment, net 313,098 251,249
-------- --------
Total assets $746,146 $598,812
======== ========
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable $186,241 $144,701
Restructuring reserve 11,037 4,089
Accrued expenses and other current liabilities 69,973 59,529
Current portion of borrowings 12,723 11,055
-------- --------
Total current liabilities 279,974 219,374
Pension liability 8,739 9,601
Post retirement medical benefits liability 47,609 46,953
Deferred income taxes 6,575 7,294
Other noncurrent liabilities 8,572 8,289
Long-term borrowings - less current portion 351,904 262,621
-------- --------
Total liabilities 703,373 554,132
-------- --------
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Oxford Automotive, Inc.
Consolidated Balance Sheets (continued)
(Dollars in Thousands, Except Per Share Amounts)
December 31, March 31,
2000 2000
(unaudited)
Redeemable Series A $3.00
cumulative preferred stock,
$100 stated value - 457,541
shares authorized, 397,539 shares
issued and outstanding at
December 31, 2000 and
March 31, 2000 40,840 40,451
--------- ---------
Shareholders' equity
Common stock 1,050 1,050
Accumulated other comprehensive loss (12,116) (9,690)
Retained earnings 12,999 12,869
--------- ---------
Total shareholders' equity 1,933 4,229
--------- ---------
Total liabilities and shareholders' equity $ 746,146 $ 598,812
========= =========
See accompanying Notes to Consolidated Financial Statements.
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Oxford Automotive, Inc.
Consolidated Statement of Cash Flows
(Dollars in Thousands, Except Per Share Amounts)
For the Nine For the Nine
Months Ended Months Ended
December 31, December 31,
2000 1999
(unaudited) (unaudited)
OPERATING ACTIVITIES
Net income $ 1,120 $ 5,818
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities
Depreciation and amortization 29,951 24,261
Deferred income taxes 313 (2,691)
(Gain) loss on sale of equipment (1,153) 111
Changes in operating assets and
liabilities affecting cash
Trade receivables, net 41,575 31,227
Inventory (1,580) 1,445
Reimbursable tooling (12,705) 1,882
Prepaid expenses and other assets (10,726) (12,125)
Accounts payable (29,043) (20,455)
Restructuring reserve (2,414) (4,521)
Accrued expenses and other liabilities (26,653) (13,472)
Other noncurrent liabilities (1,483) 1,931
-------- --------
Net cash provided by (used in) operating
activities (12,798) 13,411
-------- --------
INVESTING ACTIVITIES
Purchase of businesses, net of cash acquired (24,632) 59
Purchase of property, plant
and equipment (50,662) (30,629)
Proceeds from sale of equipment 689 4,003
-------- --------
Net cash used in investing activities (74,605) (26,567)
-------- --------
FINANCING ACTIVITIES
Net proceeds from borrowings 78,469 6,592
Debt financing costs (1,890) (59)
Payment of preferred dividends (596) (596)
-------- --------
Net cash provided by financing activities 75,983 5,937
-------- --------
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Oxford Automotive, Inc.
Consolidated Statement of Cash Flows (continued)
(Dollars in Thousands, Except Per Share Amounts)
For the Nine For the Nine
Months Ended Months Ended
December 31, December 31,
2000 1999
(unaudited) (unaudited)
Effect of exchange rate
changes on cash (179) (660)
-------- --------
Net decrease in cash
and cash equivalents (11,599) (7,879)
Cash and cash equivalents
at beginning of period 17,643 19,008
-------- --------
Cash and cash equivalents
at end of period $ 6,044 $ 11,129
======== ========
See accompanying Notes to Consolidated Financial Statements.
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Oxford Automotive, Inc.
Notes to Consolidated Financial Statements
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of Oxford
Automotive, Inc. (the "Company") have been prepared in accordance with Rule
10-01 of Regulation S-X and do not include all the information and notes
required by generally accepted accounting principles for complete financial
statements. All adjustments, which include only normal recurring adjustments
that are, in the opinion of management, necessary for a fair presentation of the
results of the interim periods have been made. The results of operations for
such interim periods are not necessarily indicative of results of operations for
a full year. The unaudited condensed financial statements should be read in
conjunction with the Company's consolidated audited financial statements and
notes thereto for the year ended March 31, 2000.
Recently Issued 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 No. 133." Statement No. 137 defers the effective date
of Statement No. 133 by one year to all fiscal quarters of all fiscal years
beginning after June 15, 2000. Accordingly, the Company plans to adopt Statement
No. 133 beginning with the Fiscal Year ended March 31, 2002. Implementation of
this Statement is not expected to have a material impact on the Company's
results of operations.
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements." SAB No.
101 provides guidance on applying generally accepted accounting principles to
the recognition, presentation, and disclosure of revenue in financial
statements. The Company does not believe that the adoption of the SAB will have
a material effect on the Company's financial position or its results of
operations.
2. SIGNIFICANT ACCOUNTING POLICIES
Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Inventories
Inventories are stated at the lower of cost or market. Cost is principally
determined by the last-in, first-out (LIFO) method for the Company's United
States operations and by the first-in first-out (FIFO) method for the Company's
international operations.
Reimbursable tooling
Reimbursable tooling represents net costs incurred on tooling projects for which
the Company expects to be reimbursed by customers. Ongoing estimates of total
costs to be incurred on each tooling project are made by management. Losses, if
any, are recorded when known and in cases where billings exceed costs incurred,
the related tooling gain is recognized. The percentage of completion basis for
revenue recognition is used for major projects.
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2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Property, plant and equipment
Property, plant and equipment are stated on the basis of cost and include
expenditures for improvements which materially increase the useful lives of
existing assets. Expenditures for normal repair and maintenance are charged to
operations as incurred. For federal income tax purposes, depreciation is
computed using accelerated and straight-line methods. For financial reporting
purposes, depreciation is computed principally using the straight-line method
over the following estimated useful lives:
Years
Land improvements 15
Buildings and improvements 30-40
Machinery and equipment 3-20
Goodwill
Goodwill represents the excess of cost over the fair value of net assets of
acquired entities and is amortized on a straight-line basis over its expected
benefit not to exceed 40 years.
Foreign currency translation
The foreign currency financial statements, where the local currency is the
functional currency, are translated using exchange rates in effect at period end
for assets and liabilities and at weighted average exchange rates during the
period for operating statement accounts. The resulting foreign currency
translation adjustments are recorded as a separate component of shareholders'
equity. Exchange gains and losses resulting from foreign currency transactions
are included in operating results during the period in which they occur.
3. INVENTORIES (Dollars in thousands)
December 31, March 31,
2000 2000
Raw materials $ 29,199 $ 24,870
Finished goods and work-in-process 46,055 32,607
-------- --------
75,254 57,477
LIFO and other reserves (5,903) (4,290)
-------- --------
$ 69,351 $ 53,187
======== ========
The Company does not separately identify finished goods from work-in-process.
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4. SENIOR SUBORDINATED NOTES
On April 1, 1998, the Company issued $35.0 million of unsecured 10 1/8% Senior
Subordinated Notes due 2007, Series B (the "Series B Notes"). On December 8,
1998, the Company issued $40.0 million of unsecured 10 1/8% Senior Subordinated
Notes due 2007, Series C (the "Series C Notes"). The Series B Notes and Series C
Notes are substantially identical to and rank pari passu in right of payment
with the $125.0 million of unsecured 10 1/8% Senior Subordinated Notes due 2007
issued by the Company on June 24, 1997 (the "Series A Notes"). The Series A
Notes, the Series B Notes and the Series C Notes are collectively referred to as
the "Notes". The Notes pay interest semi-annually on June 15 and December 15.
The Notes provide for certain covenants, including limitations on: indebtedness,
restricted payments, distributions, sale of assets, affiliate transactions and
mergers and acquisitions. The Company has optional redemption rights beginning
June 15, 2002. The Notes are limited to $250.0 million aggregate principal
amount.
On June 9, 1999, the Company completed an exchange offer for our outstanding
Notes. Pursuant to the exchange offer, all of the Series C Notes and $159.6
million aggregate principal amount of the Series A and Series B Notes were
exchanged for our registered 10 1/8% Senior Subordinated Notes due 2007, Series
D, which are substantially identical to, and rank pari passu in right of payment
with the Notes.
5. ACQUISITIONS
On February 16, 2000 (the "Closing Date"), the Company acquired the automotive
engineering, design and prototype service business of Farley Inc. (the
"Technology Division"). The purchase price for the Technology Division was $6.3
million including closing costs, subject to a Closing Date working capital
adjustment, if applicable. On the Closing Date, $5.1 million of the total
purchase price was paid to Farley and $1.0 million was placed in escrow, pending
any applicable purchase price adjustment or indemnification claim. On July 24,
2000 the purchase price adjustment was settled for $0.5 million. The outstanding
escrow balance of $0.5 million remains for potential indemnification claims. The
acquisition of the Technology Division was financed from the Company's available
working capital. The Technology Division is a full service provider of early
phase product design as well as a leader in large die prototyping and complex
weld assemblies. The division also provides supplemental design and engineering
services to the automotive OEMs and Tier 1 suppliers. The acquisition has been
recorded in accordance with the purchase method of accounting. Accordingly, the
purchase price plus direct costs of the acquisition have been allocated to the
assets acquired and liabilities assumed based on their estimated fair values at
the date of acquisition and the Technology Division's operating results have
been included with those of the Company since the date of acquisition.
On April 3, 2000 (the "Gessaroli Closing Date"), pursuant to a Purchase and Sale
Agreement, dated as of February 5, 2000, among a wholly-owned indirect
subsidiary of the Company (the "Purchaser") and Agostino Gessaroli, Irene
Salezzi, Denis Gessaroli, Luana Gessaroli, Officine Meccaniche Gessaroli S.p.A.,
and Gess.cardi Gessaroli Agostino & C. S.a.s (collectively, "Sellers") the
Purchaser acquired the Group Gessaroli business of Sellers (the "Gessaroli
Group"). The purchase price was ITL 24.0 billion ($11.8 million US) plus up to
ITL 5.3 billion ($2.7 million US) for the payment of income taxes and debt,
subject to a Gessaroli Closing Date net asset adjustment, if applicable. On the
Gessaroli Closing Date, ITL 21.6 billion ($10.7 million US) of the total
purchase price was paid to Sellers and ITL 2.4 billion ($1.2 million US) was
held back, pending any applicable purchase price adjustment or indemnification
claim. On October 19, 2000 the purchase price adjustment was finalized and
resulted in the elimination of the ITL 2.4 billion hold back. The Gessaroli
Group's integrated manufacturing operations cover all functions of design,
engineering, die and mold construction, parts production and assembly for its
metal formed components, modules and injection molded products. The Company
intends to continue and expand the current operations of the Gessaroli Group.
On August 2, 2000 (the "AIMDF Closing Date"), pursuant to a share purchase and
sales agreement, dated August 2, 2000, among Oxford Automotive Mecanismes et
Decoupage Fin II SAS, a wholly-owned indirect subsidiary of the Company and
Aries Industries, S.A. (the "Seller") the Company acquired all of the issued and
outstanding shares of Aries Industries Mecanismes et Decoupage Fin S.A.
("AIMDF") from the Seller. The purchase price was FF 430 million, subject to
possible downward adjustments for minimum net assets as of the AIMDF Closing
Date and minimum EBITDA for the twelve months after the AIMDF Closing Date. On
the AIMDF Closing Date, FF 350 million less approximately FF 60 million in
financial indebtedness assumed or approximately FF 290 million was paid to the
Seller. The remaining purchase price of FF 80 million, subject to any applicable
purchase price adjustment or indemnification claim, is payable in two equal
installments on the second and third anniversaries of the AIMDF Closing Date,
subject to the possible early payment of up to FF 10 million of the deferred
payments if certain conditions relating to the minimum EBITDA adjustment are
met. Effective February 13, 2001 the final purchase price negotiations resulted
in the elimination of the deferred purchase price of FF 80 million. For the year
ended December 31, 1999, AIMDF had net sales of approximately US $160 million.
AIMDF's integrated manufacturing operations cover all functions of design,
engineering, parts production and assembly of door, hood
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and decklid hinges, latches, sliding door mechanisms, parking brakes, jacks,
fine blanking, hot rolled profiles and other metal formed components. The
Company intends to continue and expand the current operations of AIMDF.
6. SHAREHOLDERS' EQUITY (In Thousands, Except per Share Amounts)
Accumulated
Other
Common Comprehensive Retained
Stock Income Earnings Total
----------------------------------------------------------
Balances at March 31, 2000 $ 1,050 $ (9,690) $ 12,869 $ 4,229
Net income 1,120 1,120
Foreign currency
translation adjustments (2,426) (2,426)
Accrued dividends and
accretion of redeemable
preferred stock (990) (990)
-------- -------- -------- --------
Balances at December 31, 2000 $ 1,050 $(12,116) $ 12,999 $ 1,933
======== ======== ======== ========
7. COMPREHENSIVE INCOME
The Company's total comprehensive income was as follows:
Three Months Three months Nine Months Nine Months
Ended Ended Ended Ended
December 31, December 31, December 31, December 31,
2000 1999 2000 1999
Net income (loss) $ (105) $ 2,123 $ 1,120 $ 5,818
------- ------- ------- -------
Other comprehensive income
(loss), net of tax:
Foreign currency translation adjustment 4,144 (1,980) (2,426) (975)
------- ------- ------- -------
Other comprehensive
income (loss) 4,144 (1,980) (2,426) (975)
------- ------- ------- -------
Total comprehensive income (loss) $ 4,039 $ 143 $(1,306) $ 4,843
======= ======= ======= =======
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8. CONDENSED CONSOLIDATING INFORMATION
The Notes are guaranteed by certain of our wholly-owned domestic subsidiaries,
including BMG Holdings Inc., Howell Industries, Inc., Lobdell Emery Corporation,
Oxford Suspension, Inc., Oxford Suspension Ltd., and RPI Holdings, Inc. (the
"Guarantor Subsidiaries"). As of December 31, 2000, the Notes were not
guaranteed by our foreign consolidated subsidiaries, including Oxford Automotive
Europe, Oxford Automotriz de Mexico S.A. de C.V., Oxford Automotive France,
Cofimeta S.A., Wackenhut Gmbh ("Wackenhut"), Gessaroli Group and AIMDF (the
"Non-Guarantor Subsidiaries"). As of December 31, 1999, the Notes were not
guaranteed by Oxford Automotive Europe, Oxford Automotriz de Mexico S.A. de
C.V., Oxford Automotive France, Cofimeta S.A., and Wackenhut. Wackenhut was
acquired June 28, 1999, therefore it is included only for the post acquisition
period for the nine months ended December 31, 1999. Gessaroli Group was acquired
April 3, 2000, therefore it is excluded from the reporting for the period ended
March 31, 2000 and is included only for the post acquisition period for the nine
month period ended December 31, 2000. AIMDF was acquired August 2, 2000,
therefore it is excluded from the reporting for the period ended March 31, 2000
and is included only for the post acquisition period for the nine month period
ended December 31, 2000.
The guarantee of the Notes by each of the Guarantor Subsidiaries is full and
unconditional, joint and several. All of the outstanding voting shares of each
of the Guarantor Subsidiaries are owned, either directly or indirectly by the
Company. Lobdell Emery Corporation has preferred stock outstanding, held by
persons other than the Company, that provides for the limited right to appoint a
director to the Lobdell board. This right does not affect the financial unity
among the Company and Lobdell. The following unaudited condensed consolidated
financial information presents the financial position, results of operations and
cash flows of (i) the Company as if it accounted for its subsidiaries on the
equity method, (ii) the Guarantor Subsidiaries on a combined basis and (iii) the
Non-Guarantor Subsidiaries. Management does not believe that separate financial
statements of the Guarantor Subsidiaries are material to investors of the Notes.
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Condensed Consolidating Balance Sheets
December 31, 2000
(Dollar amounts in Thousands)
(Unaudited)
Non-Guarantor Guarantor Eliminations/
Parent Subsidiaries Subsidiaries Adjustments Consolidated
Assets
Current assets
Cash and cash
equivalents $ 167 $ 5,218 $ 659 $ $ 6,044
Receivables (net) 15,347 69,484 61,553 146,384
Inventories 41,487 27,864 69,351
Refundable income taxes 4,836 3,783 8,619
Reimbursable tooling 39,027 13,701 (382) 52,346
Deferred income taxes 389 606 1,303 2,298
Prepaid expenses and
other current assets 1,792 24,608 14,664 41,064
--------- --------- --------- --------- ---------
Total current assets 61,558 155,104 109,444 326,106
Other noncurrent assets 19,862 18,740 22,723 61,325
Deferred taxes 25,888 19,729 45,617
Property, plant and
equipment, net 5,879 123,684 183,535 313,098
Investment in
subsidiaries 162,088 88,434 (250,522)
--------- --------- --------- --------- ---------
Total assets $ 249,387 $ 323,416 $ 423,865 $(250,522) $ 746,146
========= ========= ========= ========= =========
Liabilities and
Shareholders' Equity
Current liabilities
Trade accounts payable $ 36,546 $ 105,384 $ 44,311 $ $ 186,241
Intercompany accounts (100,520) 13,950 86,570
Restructuring reserve 10,861 176 11,037
Accrued expenses and
other current
liabilities 6,578 52,498 10,897 69,973
Current portion
of borrowings 4,500 8,223 12,723
--------- --------- --------- --------- ---------
Total current liabilities (52,896) 190,916 141,954 279,974
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Condensed Consolidating Balance Sheets (continued)
December 31, 2000
(Dollar amounts in thousands)
(Unaudited)
Non-Guarantor Guarantor Eliminations/
Parent Subsidiaries Subsidiaries Adjustments Consolidated
Pension liability (51) 2,277 6,513 8,739
Post retirement
medical benefits
liability $47,609 47,609
Deferred income taxes (1,734) 1,057 7,252 6,575
Other non-current
liabilities 7,221 1,351 8,572
Long-term borrowings
less current portion 289,426 45,234 17,244 351,904
--------------- ------------- --------------- -------------- ---------------
Total liabilities 234,745 246,705 221,923 703,373
Redeemable preferred
stock 40,840 40,840
Shareholder's equity
Common stock 1,050 56,942 179,921 (236,863) 1,050
Accumulated other
comprehensive
income (loss) (7,317) (4,799) (12,116)
Retained earnings 13,592 27,086 (14,020) (13,659) 12,999
--------------- ------------- --------------- -------------- ---------------
Total shareholders' equity 14,642 76,711 161,102 (250,522) 1,933
Total liabilities and
shareholder's equity $249,387 $323,416 $423,865 ($250,522) $746,146
=============== ============= =============== ============== ===============
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Condensed Consolidating Balance Sheets
March 31, 2000
(Dollar amounts in thousands)
Non-Guarantor Guarantor Eliminations/
Parent Subsidiaries Subsidiaries Adjustments Consolidated
Assets
Current assets
Cash and cash
equivalents $ 8,563 $ 8,839 $ 241 $ $ 17,643
Trade receivables, net 12,372 41,952 85,588 139,912
Inventories 20,462 32,725 53,187
Refundable income taxes 3,515 (1,488) 2,027
Reimbursable tooling 19,843 6,120 (925) 25,038
Deferred income taxes 388 1,986 2,374
Prepaid expenses and
other current assets 6,809 26,620 4,799 38,228
--------- --------- --------- --------- ---------
Total current assets 51,490 103,993 122,926 278,409
Other noncurrent assets 11,389 448 23,039 34,876
Deferred income taxes 16,930 17,348 34,278
Property, plant and
equipment, net 8,536 51,857 190,856 251,249
Investment in
subsidiaries 104,719 45,766 (150,485)
--------- --------- --------- --------- ---------
Total assets $ 176,134 $ 173,228 $ 399,935 ($150,485) $ 598,812
========= ========= ========= ========= =========
Liabilities and
Shareholders' Equity
Current liabilities
Trade accounts payable $ 53,517 $ 40,822 $ 50,362 $ $ 144,701
Intercompany accounts (133,574) 1,485 132,089
Restructuring reserve 3,335 754 4,089
Accrued expenses and
other current
liabilities 12,443 33,070 14,016 59,529
Current portion
of borrowings 4,500 6,423 132 11,055
--------- --------- --------- --------- ---------
Total current liabilities (63,114) 85,135 197,353 219,374
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Condensed Consolidating Balance Sheets (continued)
March 31, 2000
(Dollar amounts in thousands)
Non-Guarantor Guarantor Eliminations /
Parent Subsidiaries Subsidiaries Adjustments Consolidated
Pension liability 2,175 7,426 9,601
Post retirement
medical benefits
liability 46,953 46,953
Deferred income taxes (1,997) 9,291 7,294
Other non-current
liabilities 4,631 3,658 8,289
Long-term borrowings
less current portion 226,734 35,690 197 262,621
--------------- ------------- --------------- -------------- ---------------
Total liabilities 161,623 127,631 264,878 554,132
Redeemable preferred
stock 40,451 40,451
Shareholders' equity
Common stock 1,050 39,882 97,349 (137,231) 1,050
Accumulated other
comprehensive
income (loss) (6,914) (2,776) (9,690)
Retained earnings 13,461 12,629 33 (13,254) 12,869
--------------- ------------- --------------- -------------- ---------------
Total shareholders' equity 14,511 45,597 94,606 (150,485) 4,229
Total liabilities and
shareholders' equity $176,134 $173,228 $399,935 ($150,485) $598,812
=============== ============= =============== ============== ===============
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Condensed Consolidating Statement of Operations
For the Three Months ended December 31, 2000
(Dollar amounts in thousands)
(Unaudited)
Non-Guarantor Guarantor Eliminations /
Parent Subsidiaries Subsidiaries Adjustments Consolidated
Net sales $ $124,728 $97,779 $ $222,507
Cost of sales 107,805 88,664 196,469
-------------- -------------------- ---------------- ------------------ ------------------
Gross profit 16,923 9,115 26,038
Selling, general and
administrative
expenses (152) 6,518 8,960 15,326
Gain on sale of equipment (208) (156) (364)
-------------- -------------------- ---------------- ------------------ ------------------
Operating income 152 10,613 311 11,076
Interest expense, net (1,238) (3,050) (7,225) (11,513)
Other income 101 58 111 270
-------------- -------------------- ---------------- ------------------ ------------------
Income (loss) before
income taxes (985) 7,621 (6,803) (167)
Income tax (provision) benefit 434 (2,723) 2,351 62
-------------- -------------------- ---------------- ------------------ ------------------
Income (loss) before equity
in income of
consolidated
subsidiaries (551) 4,898 (4,452) (105)
Equity in income of
consolidated
subsidiaries 446 (446)
-------------- -------------------- ---------------- ------------------ ------------------
Net income (loss) ($105) $4,898 ($4,452) ($446) ($105)
============== ==================== ================ ================== ==================
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Condensed Consolidating Statement of Operations
For the Nine Months ended December 31, 2000
(Dollar amounts in thousands)
(Unaudited)
Non-Guarantor Guarantor Eliminations /
Parent Subsidiaries Subsidiaries Adjustments Consolidated
Net sales $ $299,606 $327,295 $ $626,901
Cost of sales 256,311 299,612 555,923
-------------- -------------------- ---------------- ------------------ ------------------
Gross profit 43,295 27,683 70,978
Selling, general and
administrative
expenses (3,298) 15,712 28,971 41,385
Gain on sale of equipment (10) (963) (180) (1,153)
-------------- -------------------- ---------------- ------------------ ------------------
Operating income (loss) 3,308 28,546 (1,108) 30,746
Interest expense, net (3,842) (5,943) (19,377) (29,162)
Other income 185 5 142 332
-------------- -------------------- ---------------- ------------------ ------------------
Income (loss) before
income taxes (349) 22,608 (20,343) 1,916
Income tax (provision) benefit 75 (8,150) 7,279 (796)
-------------- -------------------- ---------------- ------------------ ------------------
Income (loss) before equity
in income of
consolidated
subsidiaries (274) 14,458 (13,064) 1,120
Equity in income of
consolidated
subsidiaries 1,394 (1,394)
-------------- -------------------- ---------------- ------------------ ------------------
Net income (loss) $1,120 $14,458 ($13,064) ($1,394) $1,120
============== ==================== ================ ================== ==================
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Condensed Consolidating Statement of Operations
For the Three Months ended December 31, 1999
(Dollar amounts in thousands)
(Unaudited)
Non-Guarantor Guarantor Eliminations /
Parent Subsidiaries Subsidiaries Adjustments Consolidated
Net sales $ $64,309 $135,372 $ $199,681
Cost of sales 51,606 123,194 174,800
-------------- -------------------- ---------------- ------------------ ------------------
Gross profit 12,703 12,178 24,881
Selling, general and
administrative
expenses (610) 3,865 9,645 12,900
(Gain) loss on sale of equipment (1) 430 429
-------------- -------------------- ---------------- ------------------ ------------------
Operating income 610 8,839 2,103 11,552
Interest expense, net (1,299) (1,477) (5,248) (8,024)
Other income 39 184 169 392
-------------- -------------------- ---------------- ------------------ ------------------
Income (loss) before
income taxes (650) 7,546 (2,976) 3,920
Income tax (provision) benefit 162 (2,840) 881 (1,797)
-------------- -------------------- ---------------- ------------------ ------------------
Income (loss) before equity
in income of
consolidated
subsidiaries (488) 4,706 (2,095) 2,123
Equity in income of
consolidated
subsidiaries 2,611 (2,611)
-------------- -------------------- ---------------- ------------------ ------------------
Net income (loss) $2,123 $4,706 ($2,095) ($2,611) $2,123
============== ==================== ================ ================== ==================
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Condensed Consolidating Statement of Operations
For the Nine Months ended December 31, 1999
(Dollar amounts in thousands)
(Unaudited)
Non-Guarantor Guarantor Eliminations /
Parent Subsidiaries Subsidiaries Adjustments Consolidated
Net sales $ $176,740 $430,388 $ $607,128
Cost of sales 147,398 389,783 537,181
-------------- -------------------- ---------------- ------------------ ------------------
Gross profit 29,342 40,605 69,947
Selling, general and
administrative
expenses (3,046) 11,171 28,171 36,296
(Gain) loss on sale of equipment (483) 615 132
-------------- -------------------- ---------------- ------------------ ------------------
Operating income 3,046 18,654 11,819 33,519
Interest expense, net (3,868) (3,945) (15,452) (23,265)
Other income 97 200 227 524
-------------- -------------------- ---------------- ------------------ ------------------
Income (loss) before
income taxes (725) 14,909 (3,406) 10,778
Income tax (provision) benefit 96 (5,781) 725 (4,960)
-------------- -------------------- ---------------- ------------------ ------------------
Income (loss) before equity
in income of
consolidated
subsidiaries (629) 9,128 (2,681) 5,818
Equity in income of
consolidated
subsidiaries 6,447 (6,447)
-------------- -------------------- ---------------- ------------------ ------------------
Net income (loss) $5,818 $9,128 ($2,681) ($6,447) $5,818
============== ==================== ================ ================== ==================
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Condensed Consolidating Statement of Cash Flows
For the Nine Months Ended December 31, 2000
(Dollar Amounts in thousands)
(Unaudited)
Non-Guarantor Guarantor
Parent Subsidiaries Subsidiaries Consolidated
Net cash provided by
(used in)
operating activities ($53,774) $44,885 ($3,909) ($12,798)
---------------- ------------------- -------------------- -------------------
INVESTING ACTIVITIES
Purchase of businesses,
net of cash acquired (17,058) (7,574) (24,632)
Purchase of property,
plant and equipment 1,610 (39,759) (12,513) (50,662)
Proceeds from sale
of equipment 22 625 42 689
---------------- ------------------- -------------------- -------------------
Net cash used in
investing activities (15,426) (46,708) (12,471) (74,605)
---------------- ------------------- -------------------- -------------------
FINANCING ACTIVITIES
Net proceeds (payments)
on borrowings 62,692 (1,775) 17,552 78,469
Debt financing costs (1,890) (1,890)
Payment of preferred stock dividends (596) (596)
---------------- ------------------- -------------------- -------------------
Net cash provided by
(used in)
financing activities 60,802 (1,775) 16,956 75,983
---------------- ------------------- -------------------- -------------------
Effect of foreign
currency rate
fluctuation on cash (17) (162) (179)
---------------- ------------------- -------------------- -------------------
Net increase (decrease)
in cash (8,398) (3,615) 414 (11,599)
Cash at beginning
of period 8,565 8,837 241 17,643
---------------- ------------------- -------------------- -------------------
Cash at end of period $167 $5,222 $655 $6,044
================ =================== ==================== ===================
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21
Condensed Consolidating Statement of Cash Flows
For the Nine Months Ended December 31, 1999
(Dollar Amounts in thousands)
(Unaudited)
Non-Guarantor Guarantor
Parent Subsidiaries Subsidiaries Consolidated
Net cash provided by
(used in)
operating activities ($5,197) $5,818 $12,790 $13,411
---------------- ------------------- ------------------- -------------------
INVESTING ACTIVITIES
Purchase of businesses,
net of cash acquired 59 59
Purchase of property,
plant and equipment (3,448) (12,351) (14,830) (30,629)
Purchase of
Marketable securities 741 3,262 4,003
---------------- ------------------- ------------------- -------------------
Net cash used in
investing activities (3,448) (11,551) (11,568) (26,567)
---------------- ------------------- ------------------- -------------------
FINANCING ACTIVITIES
Net proceeds (payments)
on borrowings (808) 7,946 (546) 6,592
Debt financing costs (59) (59)
Payment of preferred stock dividends (596) (596)
---------------- ------------------- ------------------- -------------------
Net cash provided by
(used in)
financing activities (867) 7,946 (1,142) 5,937
---------------- ------------------- ------------------- -------------------
Effect of foreign
currency rate
fluctuation on cash (645) (15) (660)
---------------- ------------------- ------------------- -------------------
Net increase (decrease)
in cash (9,512) 1,568 65 (7,879)
Cash at beginning
of period 9,741 9,158 109 19,008
---------------- ------------------- ------------------- -------------------
Cash at end of period $229 $10,726 $174 $11,129
================ =================== =================== ===================
8. RECLASSIFICATIONS
Certain amounts in the prior periods' statements have been reclassified to
conform to the current periods' presentation.
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9. SEGMENT INFORMATION
Effective April 1, 1998, the Company adopted SFAS No. 131, "Disclosures
About Segments of an Enterprise and Related Information". This statement
establishes reportable standards for reporting information about
operating segments in annual financial statements and related disclosures
about products and geographic areas. The Company has one reportable
segment in the global automotive original equipment supply industry. Net
sales are attributed to geographic regions based upon their location of
origin. Net sales and identifiable assets by geographic area are as
follows:
Three Months Ended Nine Months Ended
December 31, December 31,
2000 1999 2000 1999
----------------------------- -----------------------------
Net Sales
United States $62,471 $98,303 $203,184 $288,903
Canada 35,307 44,841 124,111 141,485
Mexico 17,781 4,954 41,949 11,153
France 79,177 38,866 181,841 137,617
Other Europe 27,771 12,717 75,816 27,970
----------------------------- -----------------------------
$222,507 $199,681 $626,901 $607,128
============================= =============================
December 31, March 31,
2000 2000
-----------------------------
Identifiable assets
United States $293,155 $284,085
Canada 114,085 123,815
Mexico 55,601 27,265
France 199,270 121,219
Other Europe 84,035 42,428
-----------------------------
$746,146 $598,812
=============================
10. RECENT EVENTS
On August 1, 2000, the Company entered into an Amended and Restated Credit
Agreement with Citicorp USA, Inc. as Administrative Agent and Collateral Agent,
Comerica Bank as Syndication Agent, Credit Suisse First Boston as Documentation
Agent and Salomon Smith Barney, Inc. as Arranger and Book Manager, providing for
a $50.0 million term loan and a $125.0 million revolving credit facility for
working capital and other general corporate purposes. The Credit Agreement
expires on September 30, 2004.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Three and nine months ended December 31, 2000
As compared to the three and nine months ended December 31, 1999
Results of Operations
The three and nine months ended December 31, 2000, statements of operations for
Oxford Automotive, Inc. (the "Company") include the results of operations for
substantially all subsidiaries. Wackenhut GmbH ("Wackenhut") was acquired on
June 28, 1999, the automotive design and prototype service business of Farley,
Inc. ("the Technology Division") was acquired on February 16, 2000, the
Gessaroli Group was acquired on April 3, 2000, and AIMDF was acquired August 2,
2000. Each was accounted for using the purchase method of accounting. Based on
the above, the three month statement of operations for the period ended December
31, 1999 does not include the operating results of the Technology Division, the
Gessaroli Group or AIMDF. The nine month statement of operations for the period
ended December 31, 1999 does not include the operating results of the Technology
Division, the Gessaroli Group or AIMDF and includes only the operations of
Wackenhut from its acquisition date to December 31, 1999.
The following table sets forth, for the periods indicated, certain accounts from
the Company's statements of operations and should be read in conjunction with
the unaudited condensed consolidated financial statements and related notes
included elsewhere herein.
(Dollars in millions)
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
December 31, 2000 December 31, 1999 December 31, 2000 December 31, 1999
Net sales $222.5 100.0% $199.7 100.0% $626.9 100.0% $607.1 100.0%
Gross profit 26.0 11.7% 24.9 12.5% 71.0 11.3% 69.9 11.5%
Selling, general and
administrative 15.3 6.9% 12.9 6.5% 41.4 6.6% 36.3 6.0%
Operating income 11.1 5.0% 11.5 5.8% 30.7 4.9% 33.5 5.5%
Net interest expense 11.5 5.2% 8.0 4.0% 29.2 4.7% 23.3 3.8%
Net income (loss) (0.1) 0.0% 2.1 1.1% 1.1 0.2% 5.8 1.0%
Memo: EBITDA 22.3 10.0% 20.3 10.2% 61.0 9.7% 58.2 9.6%
NET SALES -- Net sales for the three months ended December 31, 2000 were $222.5
million. This represents an increase of $22.8 million as compared to net sales
for the three months ended December 31, 1999 of $199.7 million. Excluding $43.0
million of additional net sales due to acquisitions made since the prior year,
there was an overall decrease in net sales, which is the result of the year
over year negative foreign exchange impact due to the devaluation of the EURO,
reduced volumes relating to the Ford Explorer, the balance out of certain
General Motors light truck and SUV platforms and reduction on overall North
American OEM production schedules. The decrease was partially offset by the
launch of components for the GMT 250 Pontiac Aztek and the Ford
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four-door F150, as well as increased content on the Mercedes C, E and S Class
platforms and increased volume with PCA and Renault.
For the year to date period, net sales were $626.9 million, an increase of $19.8
million as compared to $607.1 million for the same period last year. Excluding
$110.0 million of additional net sales due to acquisitions made since the prior
year, there was an overall decrease in net sales, which is primarily the result
of a negative foreign exchange impact, lower customer requirements and the
balance out of certain General Motors light truck and SUV platforms. The
decrease was partially offset by the launch of the GMT 250 Pontiac Aztek, and
increased content on certain Mercedes, PCA and Fiat platforms (U64 Midsize
commercial vehicle and the Renault Megane and Scenic).
GROSS PROFIT -- For the three months ended December 31, 2000, gross profit
increased to $26.0 million or 11.7% of net sales as compared to $24.9 million or
12.5% of net sales for the same period in the prior year. Excluding the impact
of acquisitions made since the prior year, there was a decrease in gross profit,
which is primarily the result of lost gross profit related to lower North
American production volumes, the balance out of certain General Motors' light
truck and SUV platforms, increased European raw material costs, reduction in
recovery pricing for process scrap in North America and the negative impact of
foreign exchange. The decrease was partially offset by the ramp up of production
vehicle build of the GMT 250 Pontiac Aztek, incremental gross profit from the
added vehicle sales content as described above and the favorable impact of
customer tooling. In addition, the Company continues to reduce fixed costs
through successful asset utilization and redeployment, management of employee
benefits and effective program management of product launches.
For the year to date period, gross profit was $71.0 million, an increase of $1.1
million as compared to $69.9 million for the same period last year. As explained
above, excluding acquisitions, there was a decrease in gross profit, which is
primarily a result of lower customer requirements, the balance out of certain
General Motors' platforms, the impact of foreign exchange and increased raw
material costs. The decrease was partially offset product launches, incremental
gross profit from the added vehicle sales content as described above, and
overall costs reduction initiatives relating to quick die change, asset
utilization, and employee benefits.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ("SG&A") -- For the three months
ended December 31, 2000, SG&A expenses increased to $15.3 million or 6.9% of net
sales, compared to $12.9 million or 6.5% of net sales for the same period in the
prior year. The increase in spending can be directly associated with recent
acquisitions. The Company also continues to support global customers in the
areas of product design, and program and tool management. The increase as a
percentage of sales is the result of increased current spending required to
support future global programs.
For the year to date period, SG&A expenses increased to $41.4 million or 6.6% of
net sales as compared to $36.3 million or 6.0% of net sales for the same period
in the prior year. As explained above, the increase is primarily related to
recent acquisitions, business development and global support of customer
programs. Excluding acquisitions, spending decreased as a result of tighter
controls over global communication and administrative costs.
INTEREST EXPENSE - For the three months ended December 31, 2000, net interest
expense was $11.5 million, an increase of $3.5 million, as compared to $8.0
million for the same period last year. The increase can be attributed to
acquisitions during the period, interim financing of customer tooling, and
higher incremental borrowing rates on variable rate debt. The increase was
offset by working capital initiatives implemented during the period.
For the year to date period, net interest expense was $29.2 million, an increase
of $5.9 million as compared to $23.3 million for the same period last year.
Similar to the three month period ended December 31, the increase can be
attributed to acquisitions, financing of customer tooling, and higher
incremental borrowing rates.
NET INCOME - For the three months ended December 31, 2000, the Company reported
a net loss of $0.1 million, a decrease of $2.2 million as compared to a prior
year net income of $2.1 million. For the year to date period, the Company
reported net income of $1.1 million, a decrease of $4.7 million as compared to
the prior year. The decrease in earnings was primarily the result of gross
margin impacts attributable to decreased North American OEM production, balance
out of the SUV and light truck sales, the negative impact of foreign exchange,
and overall higher interest expense. The decrease was partially offset by net
income attributable to acquisitions.
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25
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION
Net income adjusted for the non-cash charges relating to depreciation and
amortization, and deferred taxes, generated approximately $31.4 million of cash
for the nine months ended December 31, 2000. A net change in the working capital
items relating to accounts receivable, inventory, and accounts payable provided
$11.0 million of cash during the period. Cash of $12.7 was used to support
customer tooling programs. Net cash of $42.5 million was used to support the
remainder of non-working capital operating activities (accrued expenses,
restructuring reserve, other noncurrent liabilities and prepaid expenses and
other noncurrent assets ). During the period, the Company used approximately
$74.6 million for investing activities, including $24.6 million for the
acquisition of the Gessaroli Group and AIMDF and net capital expenditures of
approximately $50.0 million.
On August 1, 2000, in conjunction with the AIMDF acquisition, the Company
entered into an Amended and Restated Credit Agreement with Citicorp USA, Inc. as
Administrative Agent and Collateral Agent, providing for a $50.0 million term
loan and a $125.0 million revolving credit facility (the "Senior Credit
Facility"). The use of the proceeds was to consummate the acquisition of AIMDF
and for general corporate purposes which may include acquisitions. The
obligations under the Senior Credit Facility are secured by substantially all of
the Company's assets and the assets of certain of the Company's subsidiaries.
The Senior Credit Facility contains certain customary covenants, including
reporting and other affirmative covenants, financial covenants, and negative
covenants, as well as customary events of default, including non-payment of
principal, violation of covenants, and cross-defaults to certain other
indebtedness, including the indebtedness evidenced by the notes described below.
At December 31, 2000, the Company had approximately $62.4 million available
under the Senior Credit Facility, subject to its terms and conditions. At
December 31, 2000, the Company had $50.0 million outstanding under its term
loan, $58.7 million outstanding under the line of credit and $3.9 million in
outstanding letters of credit to support workers' compensation commitments. The
Credit Agreement expires on September 30, 2004.
The Company believes the application of the proceeds from its 10 1/8% Senior
Subordinated Notes due 2007 has enhanced its ability to meet its growth and
business objectives. However, interest payments on the notes represent a
significant liquidity requirement for the Company. The Company is required to
make scheduled semi-annual interest payments on the notes of approximately $10.1
million on June 15 and December 15 each year until their maturity on June 15,
2007 or until the notes are redeemed.
Capital expenditures were $50.7 million, or 8.1% of net sales for the nine
months ended December 31, 2000 as compared to $30.6 million, or 5.0% of net
sales for the nine months ended December 31, 1999. The increase of $20.1 million
was due primarily to spending to support customer programs, acquisitions, and
for cost reduction and productivity improvement projects. Other capital
expenditures included health and safety items, and computer and network
upgrades.
For fiscal 2001, the Company's capital expenditures for its' restricted and
unrestricted subsidiaries are expected to be $72.4 million, consisting of $55.5
million to support new business and increase capacity, $12.3 million for
maintenance, rebuilds and improvements, and $4.6 million in other expenditures,
including health, safety and environmental.
The Company believes that cash generated from operations, together with amounts
available under the Senior Credit Facility will be adequate to meet its debt
service requirements, capital expenditures and working capital needs for the
foreseeable future, although no assurance can be given in this regard. The
Company's future operating performance and ability to service or refinance its
10 1/8% Senior Subordinated Notes due 2007 and to extend or refinance its other
indebtedness will be subject to future economic conditions and to financial,
business, and other factors such as the temporary idling of numerous North
American OEM assembly facilities and the overall broad decline in North American
production, that are beyond the Company's control.
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26
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In the normal course of business, the Company is exposed to market risk
associated with fluctuations in foreign exchange rates and interest rates. The
Company conservatively manages these risks through the use of derivative
financial instruments in accordance with management's guidelines.
The Company enters into all hedging transactions for periods consistent with the
underlying exposures. The Company does not enter into derivative instruments for
trading purposes.
Foreign Exchange. The Company enters into foreign currency forward contracts to
protect itself from adverse currency rate fluctuations on foreign currency
commitments. These commitments are generally for terms of less than one year.
The foreign currency contracts are executed with banks that the Company believes
are creditworthy and are denominated in currencies of major industrialized
countries. The gains and losses relating to the foreign currency forward and
option contracts are deferred and included in the measurement of the foreign
currency transaction subject to the hedge. The Company believes that any gain or
loss incurred on foreign currency forward contracts is offset by the direct
effects of currency movements on the underlying transactions.
The Company has performed a quantitative analysis of our overall currency rate
exposure at December 31, 2000. Based on this analysis, a 10% change in currency
rates would not have a material effect on the Company's earnings.
Interest Rates. The Company generally manages risk associated with interest rate
movements through the use of or combination of variable and fixed rate debt. The
Company's exposure as a result of variable interest rates relates primarily to
outstanding floating rate debt instruments that are indexed to U.S. or European
Monetary Union short-term money market rates. The Company does not enter into
derivative financial investments for trading or speculative purposes.
The Company has performed a quantitative analysis of its overall interest rate
exposure at December 31, 2000. Based on this analysis, a 10% change in the
average cost of the Company's variable rate debt would not have a material
effect on its earnings.
FORWARD-LOOKING STATEMENTS
This report contains statements relating to such matters as anticipated
financial performance, business prospects and other matters that may be
construed as forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended. In addition, the Company may from
time to time publish or communicate other statements that could also be
construed to be forward-looking statements. These statements are, or will be,
based on the Company's estimates, assumptions and projections, and are subject
to risks and uncertainties, including those specifically listed below, that
could cause actual results to differ materially from those included in the
forward-looking statements.
The risks and uncertainties that may affect the operations, performance,
development and results of operations of the Company include the following:
(1) the original equipment manufacturer ("OEM") supplier industry is highly
cyclical and, in large part, impacted by the strength of the economy generally,
by prevailing interest rates and by other factors which may have an effect on
the level of sales of automotive vehicles; (2) future price reductions,
increased quality standards or additional engineering capabilities may be
required by the OEMs, which are able to exert considerable pressure on their
suppliers; (3) the OEMs may decide to in-source some of the work currently
performed by the Company; (4) work stoppages and slowdowns may be experienced by
OEMs and their Tier 1 suppliers, as a result of labor disputes; (5) there may be
a significant decrease in sales of vehicles using the Company's products or the
loss by the Company of the right to supply any of such products to its major
customers; (6)increased competition could arise in the OEM supplier industry;
(7) changing federal, state, local and foreign laws, regulations and ordinances
relating to environmental matters could affect the Company's operations; and (8)
there may be unfavorable currency exchange rates relative to the U.S. dollar,
which could impact the Company's operations.
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PART II. OTHER INFORMATION
Item 4. Submission of Matters to Vote of Security Holders.
Pursuant to a shareholder consent, dated as of October 31, 2000, in
lieu of an annual shareholder meeting, the existing board of directors of the
registrant was re-elected in its entirety. The written consents of shareholders
holding 241,284 of the registrant's 309,750 shares of common stock outstanding
were received and voted in favor of each member of the board. On November 6,
2000, the board of directors appointed George R. Mrkonic, Jr. and Herve
Guillaume as additional directors of the Company.
On August 29, 2000, the registrant successfully completed a consent solicitation
with respect to amendments to each of the Indentures governing its outstanding
10 1/8 % Senior Subordinated Notes due June 2007, as described in the
registrant's report on Form 8-K dated August 29, 2000 and incorporated herein by
reference. Pursuant to the consent solicitation, of the $199.6 million of the
Series D Notes outstanding, consents were received with respect to $193.1
million and of the $350,000 of Series A/B Notes outstanding, consents were
received with respect to $225,000.
Item 6. Exhibits and Reports on Form 8-K.
(a) There are no Exhibits included with this report.
(b) No reports on Form 8-K were filed by the registrant during the
three months ended December 31, 2000.
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SIGNATURES
Pursuant to the requirements 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.
Dated: February 14, 2001 OXFORD AUTOMOTIVE, INC.
By: /s/ AURELIAN BUKATKO
----------------------------
Aurelian Bukatko
Executive Vice President and
Chief Financial Officer
(Principal Accounting and
Financial Officer)
28