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 MARCH 31, 2001, 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 May 15, 2000
----------------------------- ---------------------
Class A Voting Common Stock 4,074
Class B Non-Voting Common Stock 158,853
Exhibit Index located at page 12
- --------------------------------------------------------------------------------
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 Months Ended March 31, 2001 and April 1, 2000
Consolidated Balance Sheets at March 31, 2001 (unaudited)
and December 31, 2000
Consolidated Statements of Cash Flows (unaudited) for the
Three Months Ended March 31, 2001 and April 1, 2000
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
- --------------------------------------------------------------------------------
Form 10Q Page 2
3
TALON AUTOMOTIVE GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS - UNAUDITED)
QUARTER ENDED:
-------------------------
March 31, APRIL 1,
2001 2000
---- ----
Net sales $ 63,195 $ 85,682
Cost of sales 58,289 74,779
-------- --------
Gross profit 4,906 10,903
Operating expenses:
SG&A 5,962 6,535
Advanced program expenses 645 728
Amortization 400 411
-------- --------
Income from operations (2,101) 3,229
Other (income) expenses:
Interest 4,685 4,619
Foreign currency (352) (8)
-------- --------
Loss before income taxes (6,434) (1,382)
Provision for income taxes 25 989
-------- --------
Net loss $ (6,459) $ (2,371)
======== ========
See accompanying notes.
- --------------------------------------------------------------------------------
Form 10Q Page 3
4
TALON AUTOMOTIVE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS - UNAUDITED)
ASSETS MARCH 31, 2001 DECEMBER 31, 2000
------ ---------------- -----------------
Current assets:
Cash $ 906 $ 1,564
Accounts receivable 42,316 40,164
Inventory 18,466 17,930
Reimbursable tooling 8,244 9,932
Prepaid expenses 3,319 2,267
--------- ---------
Total current assets 73,253 71,858
Property, plant and equipment, net 86,734 88,090
Goodwill and other assets, net 62,814 64,818
--------- ---------
$ 222,799 $ 224,766
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Senior credit facility $ 76,000 $ 63,381
Senior subordinated notes 120,000 120,000
Accounts payable 35,876 39,283
Accrued liabilities 43,375 39,505
Deferred tooling revenue 181 6,378
Current portion of debt and capital leases 951 1,303
--------- ---------
Total current liabilities 276,383 270,296
Capital leases 1,114 1,149
Deferred income taxes 2,999 3,155
--------- ---------
Total non-current liabilities 4,113 4,304
Shareholders' equity:
Common stock 1,250 1,250
Paid in capital 1,413 1,413
Retained earnings (deficit) (57,517) (51,057)
Accumulated other comprehensive income (loss) (2,843) (1,440)
--------- ---------
Total shareholders' equity (57,697) (49,834)
--------- ---------
$ 222,799 $ 224,766
========= =========
See accompanying notes.
- --------------------------------------------------------------------------------
Form 10Q Page 4
5
TALON AUTOMOTIVE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS - UNAUDITED)
QUARTER ENDED:
MARCH 31, APRIL 1,
2001 2000
---- ----
Net loss $ (6,459) $ (2,371)
Depreciation and amortization 2,880 2,640
Other non-cash expenses 195 166
Change in operating assets and liabilities:
Accounts receivable (3,216) (10,949)
Inventories (716) 487
Reimbursable tooling, net (4,727) (8,018)
Prepaids (1,113) 60
Accounts payable (3,029) 4,905
Accrued liabilities 5,185 4,696
Other operating items 1,160 --
-------- --------
Cash provided by (used in) operating activities (9,840) (8,384)
Investing Activities:
Additions to property and equipment (3,712) (305)
Financing Activities:
Proceeds from long-term borrowings 12,169 9,508
Payments on long-term debt (358) (403)
-------- --------
Cash provided by financing activities 11,811 9,105
Effects of exchange rates 1,083 176
-------- --------
Net change in cash (658) 592
Beginning cash 1,564 708
-------- --------
Ending cash $ 906 $ 1,300
======== ========
See accompanying notes.
- --------------------------------------------------------------------------------
Form 10Q Page 5
6
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, 2000.
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
Effective January 1, 2001, the Company has adopted Statement No. 133, Accounting
for Derivative Instruments and Hedging Activities. The implementation of this
statement did not have a material impact on the Company's results of operations.
3. COMMITMENTS AND CONTINGENCIES
As of March 31, 2001, there were no significant changes to the status of
commitments and contingencies presented in the footnotes to the financial
statements for the fiscal year ended December 31, 2000.
4. INVENTORIES
Inventory consisted of the following:
MARCH 31, 2001 DECEMBER 31, 2000
------------- ----------------
UNAUDITED
Raw material $ 7,440 $ 6,562
Work in process 5,259 6,008
Finished goods 5,767 5,360
------- -------
Total Inventory $18,466 $17,930
5. COMPREHENSIVE LOSS
The Company's comprehensive loss includes the reported net loss and the change
in accumulated foreign currency translation adjustment. For the first quarter
2001, the comprehensive loss was $7,860 as compared to $2,256 for the first
quarter 2000.
- --------------------------------------------------------------------------------
Form 10Q Page 6
7
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:
MARCH 31, 2001 DECEMBER 31, 2000
--------------- -----------------
UNAUDITED
Current assets $33,587 $30,651
Non-current assets 53,399 55,527
Current liabilities 31,923 36,890
Non-current liabilities 36,786 33,330
THREE MONTHS ENDED:
MARCH 31, 2001 APRIL 1, 2000
------------- -------------
UNAUDITED UNAUDITED
Net sales $26,537 $34,448
Gross profit 4,268 7,440
Net income (119) 1,582
- --------------------------------------------------------------------------------
Form 10Q Page 7
7. RESTRUCTURING CHARGE
During the quarter ended December 31, 2000, the Company initiated a plan to
integrate what was formerly known as the PSI division into other existing
Company operations. This plan includes the closure of four existing PSI
facilities in 2000 and 2001 and the movement of the related sales volume and
corresponding equipment into existing operations in New Baltimore, Michigan,
Royal Oak, Michigan and Windsor, Ontario, Canada. Upon completion of the
integration, approximately 170 employees will be eliminated with estimated
savings totaling $9,600 per year, when complete. In addition, four facilities
with related infra-structure costs will be eliminated with estimated savings of
$2,800 per year, when complete. The Company anticipates the majority of this
integration to be completed by the third quarter of 2001.
As a result of this integration plan, the Company recorded a $10,183
restructuring charge in 2000. This reserve includes severance benefits for
terminated employees, the write-off of certain leasehold improvements, future
lease obligations for buildings that have been or will be vacated and other
facility closure costs. During the first quarter of 2001, the Company incurred
$1,155 of severance and facility shutdown costs which were charged against this
reserve leaving a balance of $9,027 as of March 31, 2001.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2001 AS COMPARED TO THE THREE MONTHS ENDED APRIL 1,
2000
Net Sales
Net sales for the three month period ended March 31, 2001 ("first quarter 2001")
were $63.2 million compared to $85.7 million for the three month period ended
April 1, 2000 ("first quarter 2000"). This represents an decrease of
$22.5 million or 26.2% as compared to the prior year. The decrease was primarily
due to lower industry volumes, OEM inventory adjustments and the balance out of
certain Chrysler programs.
Gross Profit
Gross profit for the first quarter 2001 was $4.9 million or 7.8% of net sales
compared to $10.9 million or 12.7% of net sales for the first quarter 2000. This
represents an decrease of $6.0 million or 55% as compared to the prior year. The
decrease was primarily due to lower sales, costs associated with the integration
of the PSI division, and increased overhead in preparation for the Jeep Liberty
launch.
Selling, General and Administrative Expenses ("SG&A")
SG&A expenses for the first quarter 2001 were $6.0 million or 9.4% of net sales
compared to $6.5 million or 7.6% of net sales for the first quarter 2000. The
decrease of $0.5 million or 8.8% was primarily due to the integration of the PSI
division.
Advanced Program Expenses
Advanced program expenses for the first quarter 2001 were $0.6 million or 1.0%
of net sales compared to $0.7 million or 0.8% of net sales for the first quarter
2000. The decrease of $0.1 million or 11.4% was primarily due to cost
reductions. Advanced program expenses are the investment in engineering and
program management for future programs.
Amortization expense
Amortization expense for the first quarter 2001 was $0.4 million or 0.6% of net
sales compared to $0.4 million or 0.5% of net sales for the first quarter 2000.
Interest Expense
Interest expense for the first quarter 2001 was $4.7 million or 7.4% of net
sales, as compared to $4.6 million or 5.4% of net sales for the first quarter
2000. The increase of $0.1 million or 1.5% was primarily due to the higher
balance on the Company's senior credit facility, offset by lower interest rates.
Foreign Currency
Foreign currency gains and losses all relate to the company's Canadian
operation. The foreign currency gain for the first quarter 2001 was $0.3 million
or an increase of $0.3 million from the first quarter of 2000.
Income Taxes
The Company's shareholder's 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 decrease in taxes was due to the decline in sales and
related profitability in Canada.
- --------------------------------------------------------------------------------
Form 10Q Page 8
9
LIQUIDITY AND CAPITAL RESOURCES
The company's primary cash requirements are for working capital, servicing the
company's indebtedness and capital expenditures.
The company's liquidity is affected by both the cyclical nature of its business
and levels of net sales to its major customers. The company's ability to meet
its working capital and capital expenditure requirements and debt obligations
will depend on its future operating performance, which will be affected by
prevailing economic conditions and financial, business and other factors,
certain of which are beyond its control. The company's ability to meet its
future cash flow requirements under its existing borrowing agreements and cash
flow projections depends upon the outcome of negotiations currently in process
with the senior subordinated noteholders, senior bank group, shareholders and
management. The outcome of these negotiations cannot be determined at this time.
Net cash flow used in operating activities totaled $9.8 million in the first
quarter 2001 as compared to $8.4 million used in operating activities in the
first quarter 2000. The change compared to the prior year period was due to the
increased net loss between periods, offset by favorable changes in working
capital.
Net cash used in investing activities primarily relates to capital expenditures.
Capital expenditures totaled $3.7 million for the first quarter 2001 as compared
to $0.3 million for the first quarter 2000. Capital expenditures were primarily
for new machinery and equipment on the Chrysler 2003 CS hybrid vehicle and the
integration of the PSI division. As compared to the prior year, capital
expenditures, excluding the sale-leaseback transaction in February 2000 of $6.4
million, decreased $3.0 million due to the completion of the capital plan for
the 2002 Jeep Liberty program ("KJ") and 2001 (RS) minivan.
The Company has made significant capital expenditures related to a new
production facility and new equipment for the 2002 Jeep Liberty program ("KJ").
Through March 31, 2001, the capital expenditures for KJ production totaled
approximately $12.2 million of capital and will launch during the second quarter
2001.
Net cash provided by financing activities was $11.8 million for the first
quarter 2001 compared to $9.1 million for the first quarter 2000. Financing
activities primarily related to incremental borrowings on the Company's senior
credit facility to finance the net loss, tooling investments and capital
investments.
SENIOR CREDIT FACILITY
On February 16, 2001 the Company entered into an Amended and Restated Credit
Agreement with its bank group. This agreement amended and restated financial
covenants such that the Company was no longer in default for the quarters ending
July 1, September 30 and December 31, 2000 and reset advance rates, removed
interim limits and reset financial and other covenants through the original term
of the agreement which ends April 27, 2003. In addition, the amendment
eliminated as an event of default the existing cross-defaults under the
Company's $120 million 9.625% senior subordinated notes for a forty-five day
period or until April 2, 2001 to allow the Company to continue negotiations with
its noteholders. On March 29, 2001 the Company's senior facility was amended to
extend the April 2, 2001 negotiation deadline to April 30, 2001 to allow for
continued negotiations with the noteholders. On May 10, 2001, the Company
received a partial waiver under its senior credit facility to provide access to
the senior credit facility under existing advance rates through May 25, 2001 to
allow for continued negotiations with the noteholders.
On March 31, 2001 the company had borrowed $76.0 million under the senior credit
facility with the availability to borrow an additional $11.0 million subject to
borrowing base limitations.
SENIOR SUBORDINATED NOTES
Due to liquidity concerns resulting from the performance of the PSI division,
sales declines with a major customer and capital investment for new program
launches, the Company elected not to make the November 1, 2000 interest payment
on its $120 million principal amount 9.625% Senior Subordinated Notes due May 1,
2008. The notes were declared in default on December 1, 2000 following the
expiration of a 30-day grace period. On November 30, 2000, the Company's bank
group formally exercised its right to block the interest payment for a period of
six months. The noteholders retain their rights to accelerate the principal of
the notes and exercise other remedies available to them under the terms of the
indenture including forcing the Company into an involuntary bankruptcy filing.
The Company believes that it currently does not have the ability to either cure
the interest payment default or refinance the outstanding notes.
Management and shareholders of the Company are continuing negotiations with the
Company's noteholders and its bank group to facilitate an exchange of
outstanding notes for equity in the Company. This transaction, if successful,
would significantly reduce the outstanding indebtedness and interest
obligations of the Company. The Company is optimistic that an agreement will be
reached in the near future. Upon reaching an agreement, the Company would
intend to effect the exchange through a prenegotiated plan of reorganization
involving bankruptcy reorganization proceedings in the United States and
creditors arrangement proceedings in Canada. Due to the nature of these
proceedings, the Company believes the process will be completed on an
expeditious basis in 2001. The Company does not anticipate or plan for any
impairment of creditors, other than the noteholders and parties to certain
unexpired leases during this process and does not anticipate any material
change in its operations. If the Company is unsuccessful in its negotiations
with the noteholders and its bank group, a deficiency in liquidity would occur
which would cause the Company to involuntarily enter bankruptcy proceedings.
- --------------------------------------------------------------------------------
Form 10Q Page 9
10
EBITDA for the first quarter 2001 was $0.8 million as compared to $5.9 million
for the first quarter 2000. This represents an decrease of $5.1 million or 87%
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 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.
FORWARD LOOKING STATEMENTS
This Management's Discussion and Analysis of Financial Condition and Results of
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 (vii) changes in practices
and/or policies of the company's significant customers toward outsourcing
automotive components and systems; (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 has been no significant change
in its market risk factors since December 31, 2000.
- --------------------------------------------------------------------------------
Form 10Q Page 10
11
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:
The Company has defaulted on its Senior Subordinated Notes due May 1,
2008. See Item 2, "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Senior Subordinated Notes"
incorporated herein by reference.
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) Exhibits: See "Exhibit Index" beginning on page 12.
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: May 14, 2001
- --------------------------------------------------------------------------------
Form 10Q Page 11
12
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- -------- -----------------------
3.1 * Articles of Incorporation of Talon Automotive Group, Inc. (the
"company"), as amended, including Certificate of Merger dated
as of November 27, 1997, Certificate of Assumed name dated as
of April 9, 1998, Certificate of Merger/Consolidation dated as
of April 28, 1998, and Certificates of Share Exchange dated as
of April 28, 1998
3.2 * Articles of Incorporation of VS Holdings, Inc. ("VS
Holdings"), as amended, including Certificate of
Merger/Consolidation dated as of April 28, 1998, Certificate
of Share Exchange dated as of April 28, 1998, and Articles of
Share Exchange dated as of April 28, 1998
3.3 * Articles of Incorporation of Veltri Holdings USA, Inc.
("Veltri Holdings"), including Certificate of Share Exchange
dated as of April 28, 1998
3.4 * Certificate of Status and Order of Amalgamation of Veltri
Metal Products Co. ("Veltri Metal Products")
3.5 * By-laws of the company
3.6 * By-laws of VS Holdings
3.7 * By-laws of Veltri Holdings
3.8 * Articles of Association of Veltri Metal Products Co.
3.9 * Agreement and Plan of Merger dated as of April 28, 1998 by
and between VS Holdings and VS Holdings No. 2, Inc.
3.10 * Agreement and Plan of Merger dated as of April 28, 1998 by
and between Production Stamping, Inc. ("PSI"), Hawthorne
Metal Products company ("Hawthorne"), and J&R Manufacturing
Inc. ("J&R")
3.11 * Agreement and Plan of Merger dated as of April 28, 1998 by
and between the company and TAG L.L.C.
3.12 * Agreement and Plan of Share Exchange dated as of April 28,
1998 by and between the company and VS Holdings
3.13 * Agreement and Plan of Share Exchange dated as of April 28,
1998 by and Indenture dated as of April 28, 1998 by and among
the company, as Issuer, VS Holdings, Veltri Holdings, and
Veltri Metal Products, as Guarantors, and U.S. Bank Trust
National Association, as Trustee
4.1 * Form of 9 5/8% Senior Subordinated Note Due 2008, Series B
4.2 * Form of Guarantee
10.1(a)* 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(b)* First 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(c)** Second 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(d)** Third 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(e)*** Fourth 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(f)**** Fifth 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(g)**** Sixth 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
- --------------------------------------------------------------------------------
Form 10Q Page 12
13
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 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(k)****** Partial Waiver 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(l)****** Partial Waiver 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(m)****** Amended and Restated Credit Agreement dated as of February 16,
2001 by and between the company, as Borrower, and Comerica
Bank, as Agent for the Lenders
10.1(n)****** First Amendment to the Amended and Restated Credit Agreement
dated as of February 16, 2001 by and between the company, as
Borrower, and Comerica Bank, as Agent for the Lenders
10.1(o) Partial waiver under the Amended and Restated Credit Agreement
dated as of February 16, 2001 by and between the company, as
the borrower, and Comerica Bank, as Agent for the Lenders
10.2 * Pledge Agreement dated as of April 28, 1998 by and between
the company and Comerica Bank
10.3 * Mortgage Agreement dated as of April 28, 1998 by and between
the company and Comerica Bank
10.4 * Security Agreements dated as of April 28, 1998 between each
of the company, VS Holdings, and Veltri Holdings and Comerica
Bank
10.5 * Guaranty Agreements dated as of April 28, 1998 between each
of the company, VS Holdings, Veltri Metal Products and Veltri
Holdings and Comerica Bank
10.6 * Debenture Agreement dated as of April 28, 1998 by and between
Veltri Metal Products and Comerica Bank
10.7 * Debenture Pledge Agreement dated as of April 28, 1998 by and
between Veltri Metal Products and Comerica Bank
10.8 * Agreement dated as of April 28, 1998 by and among Michael T.
Veltri ("Mr. Veltri"), Veltri Metal Products, VS
Holdings, Veltri Holdings and the company
10.9 * Amended and Restated Promissory Note dated as of April 28,
1998 by Veltri Metal Products in favor of Mr. Veltri
10.10 * Unconditional Guaranty dated as of April 28, 1998 by the
company, VS Holdings, and Veltri Holdings in favor of Mr.
Veltri
10.11 * Security Agreement dated as of April 28, 1998 by the company,
its subsidiaries, VS Holdings and Veltri Holdings in favor of
Mr. Veltri
10.12 * Mortgage dated as of April 28, 1998 by and between the
company, as mortgagor, and Mr. Veltri, as mortgagee
10.13 * First Amendment to Stock Purchase Agreement dated as of April
28, 1998 by and among Mr. Veltri, Veltri Metal Products, VS
Holdings and Veltri Holdings
10.14 * Intercreditor Agreement dated as of April 28, 1998 between
and among Mr. Veltri and Comerica Bank
10.15 * Registration Rights Agreement dated as of April 28, 1998 by
and among the company, VS Holdings, Veltri Holdings, and
Veltri Metal Products, Salomon Brothers Inc and Credit Suisse
First Boston Corporation
10.16 * Stock Purchase Agreement dated as of November 8, 1996 by and
among Mr. Veltri, Maria Veltri and the company
10.17 * Stock Purchase Agreement dated as of October 17, 1997, as
amended, by and among the former shareholders of PSI and the
company
10.18 * Purchase Agreement dated as of September 30, 1996 by and among
the former shareholders of J&R and the company
- --------------------------------------------------------------------------------
Form 10Q Page 13
14
10.19 * Employment Agreement dated as of November 27, 1995, as
amended on January 1, 1998, by and between the company and
Delmar O. Stanley ("Mr. Stanley")
10.20 * Employment Agreement dated as of November 8, 1996 by and
between the company and Mr. Veltri
10.21 * Non-Compete Agreement dated as of November 8, 1996 by and
between the company and Mr. Veltri
10.22 * Severance Agreement dated as of February 6, 1996 by and
between the company and David Woodward ("Mr. Woodward")
10.23 * Severance Agreement dated as of February 7, 1996 by and
between the company and Kris Pfaehler
10.24 * Consolidated Equity Ownership Plan and Agreements thereunder
by and between the company and each of Mr. Stanley, Mr.
Woodward, Mr. Pfaehler, and Wayne C. Inman ("Mr. Inman")
10.25 * Deferred Compensation Agreements by and between the company
and each of Mr. Stanley, Mr. Woodward, and Mr. Pfaehler
10.26 * Talon L.L.C. 401(k) Plan, as amended
10.27 * Veltri Holdings 401(k) Plan
10.28 * Executive Bonus Program of the company
10.29 * Lease Agreement by and between the company and Maria Veltri
dated August 1, 1994
10.30 * Lease Agreement by and between the company and Maria Veltri
dated July 1, 1993
10.31 * Amended and Restated Agreement dated as of April 28, 1998, by
and between the company and Talon L.L.C.
10.32 * Loan and Facility Agreements dated as of April, 1997 between
and among Veltri Metal Products and Export Development
Corporation
21 ****** Subsidiaries and Affiliates of the company
* Incorporated by reference to the filing of the 10K for the year ended
December 31, 1998.
** Incorporated by reference to the filing of the 10Q for the quarter
ended April 3, 1999.
*** Incorporated by reference to the filing of the 10Q for the quarter
ended April 1, 2000.
**** Incorporated by reference to the filing of the 10Q for the quarter
ended July 1, 2000.
***** Incorporated by reference to the filing of the 10Q for the quarter
ended September 30, 2000.
****** Incorporated by reference to the filing of the 10-K for the year ended
December 31, 2000.
- --------------------------------------------------------------------------------
Form 10Q Page 14