1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
/X/ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 2001
OR
/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
--------------- ----------------
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COMMISSION FILE NUMBER 333-49011
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[ADVANCED ACCESSORY SYSTEMS LOGO]
ADVANCED ACCESSORY SYSTEMS, LLC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 13-3848156
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12900 HALL ROAD, SUITE 200, STERLING HEIGHTS, MI 48313
(Address of principal executive offices) (Zip Code)
(810) 997-2900
(Telephone Number)
NOT APPLICABLE
(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, and (2) has been subject to such filing requirements
for the past 90 days.
Yes |X| No | |
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ADVANCED ACCESSORY SYSTEMS, LLC
INDEX
Page No.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Balance Sheets as of 1
June 30, 2001 and December 31, 2000
Consolidated Condensed Statements of Income 2
for the Three and Six Months Ended
June 30, 2001 and 2000
Consolidated Condensed Statements of 3
Cash Flows for the Six Months
Ended June 30, 2001 and 2000
Consolidated Condensed Statement of Changes 4
in Members' Equity for the Six Months
Ended June 30, 2001
Notes to Consolidated Condensed Financial 5
Statements
Item 2. Management's Discussion and Analysis of 13
Financial Condition and Results of
Operations
Item 3. Quantitative and Qualitative Disclosures About 19
Market Risk
Part II. Other Information and Signature
Item 1. Legal Proceedings 19
Item 2. Changes in Securities 19
Item 3. Defaults Upon Senior Securities 19
Item 4. Submission of Matters to a Vote of 19
Security-holders
Item 5. Other Information 19
Item 6. Exhibits and Reports on Form 8-K 19
Signature 20
3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ADVANCED ACCESSORY SYSTEMS, LLC
CONSOLIDATED CONDENSED BALANCE SHEETS
AS OF JUNE 30, 2001 AND DECEMBER 31, 2000
(DOLLARS IN THOUSANDS)
June 30, December 31,
2001 2000
ASSETS (Unaudited)
Current assets
Cash $ 2,624 $ 3,315
Accounts receivable, less reserves
of $1,751 and $2,140, respectively 60,526 42,942
Inventories
Raw materials 16,205 17,746
Work-in-process 8,515 7,910
Finished goods 17,607 18,978
Reserves (2,845) (2,540)
--------- ---------
Total inventory 39,482 42,094
Deferred income taxes 3,498 1,775
Other current assets 5,928 6,874
--------- ---------
Total current assets 112,058 97,000
Property and equipment, net 53,629 58,232
Goodwill, net 74,036 77,391
Other intangible assets, net 4,333 5,030
Deferred income taxes 1,998 2,020
Other noncurrent assets 2,369 2,824
--------- ---------
$ 248,423 $ 242,497
========= =========
LIABILITIES AND MEMBERS' EQUITY
Current liabilities
Current maturities of long-term debt $ 42,356 $ 11,811
Accounts payable 37,525 24,996
Accrued liabilities 23,984 25,402
Mandatorily redeemable warrants 5,070 --
--------- ---------
Total current liabilities 108,935 62,209
--------- ---------
Noncurrent liabilities
Deferred income taxes 1,296 1,001
Other noncurrent liabilities 4,433 4,557
Long-term debt, less current maturities 124,653 163,824
--------- ---------
Total noncurrent liabilities 130,382 169,382
--------- ---------
Mandatorily redeemable warrants -- 5,010
--------- ---------
Members' equity
Class A Units 7,408 7,409
Class A-1 Units 4,117 4,117
Other comprehensive loss (835) (1,077)
Accumulated deficit (1,584) (4,553)
--------- ---------
9,106 5,896
--------- ---------
$ 248,423 $ 242,497
========= =========
The accompanying notes are an integral part of the
consolidated condensed financial statements.
1
4
ADVANCED ACCESSORY SYSTEMS, LLC
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(DOLLARS IN THOUSANDS)
(UNAUDITED)
Three Months Ended Six Months Ended
June 30, June 30,
2001 2000 2001 2000
Net sales $ 88,911 $ 93,273 $ 168,093 $ 178,836
Cost of sales 66,380 67,360 126,330 129,729
--------- --------- --------- ---------
Gross profit 22,531 25,913 41,763 49,107
Selling, administrative and
product development expenses 11,345 11,571 23,076 23,898
Amortization of intangible assets 748 726 1,498 1,512
--------- --------- --------- ---------
Operating income 10,438 13,616 17,189 23,697
--------- --------- --------- ---------
Other income (expense)
Interest expense (4,510) (4,542) (9,041) (8,963)
Foreign currency loss, net (1,223) (490) (6,043) (3,954)
Other expense (17) (316) (61) (1)
--------- --------- --------- ---------
Income before income taxes 4,688 8,268 2,044 10,779
Provision (benefit) for income taxes 192 1,120 (927) 8
--------- --------- --------- ---------
Net income $ 4,496 $ 7,148 $ 2,971 $ 10,771
========= ========= ========= =========
The accompanying notes are an integral part of the
consolidated condensed financial statements.
2
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ADVANCED ACCESSORY SYSTEMS, LLC
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(DOLLARS IN THOUSANDS)
(UNAUDITED)
Six Months Ended
June 30,
2001 2000
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $ 2,971 $ 10,771
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 6,938 7,057
Loss on disposal of property and equipment 37 2
Deferred taxes (1,593) (585)
Foreign currency loss 5,957 2,971
Changes in assets and liabilities, net (5,008) (11,225)
-------- --------
Net cash provided by operating
activities 9,302 8,991
-------- --------
CASH FLOWS USED FOR INVESTING ACTIVITIES:
Acquisition of property and equipment (2,317) (5,605)
Acquisition, net of cash acquired -- (1,515)
-------- --------
Net cash used for investing activities (2,317) (7,120)
-------- --------
CASH FLOWS USED FOR FINANCING
ACTIVITIES:
Net increase (reduction) in revolving loan (3,343) 6,286
Collection on notes receivable for unit purchase 59 65
Payments on long-term debt (5,192) (8,086)
Distributions to members (2) (5,163)
-------- --------
Net cash used for financing activities (8,478) (6,898)
-------- --------
Effect of exchange rate changes 802 926
-------- --------
Net decrease in cash (691) (4,101)
Cash at beginning of period 3,315 8,718
-------- --------
Cash at end of period $ 2,624 $ 4,617
======== ========
The accompanying notes are an integral part of the
consolidated condensed financial statements.
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ADVANCED ACCESSORY SYSTEMS, LLC
CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN MEMBERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2001
(DOLLARS IN THOUSANDS)
(UNAUDITED)
Other Total
Members' comprehensive Accumulated members'
Capital loss deficit equity
------------- ------------- ------------- -------------
Balance at December 31, 2000 $ 11,526 $ (1,077) $ (4,553) $ 5,896
Collection on notes receivable for unit purchase 59 -- -- 59
Accretion of membership warrants (60) -- -- (60)
Distributions to members -- -- (2) (2)
Currency translation adjustment -- 242 -- 242
Net income -- -- 2,971 2,971
------------- ------------- ------------- -------------
Balance at June 30, 2001 $ 11,525 $ (835) $ (1,584) $ 9,106
============= ============= ============= =============
The accompanying notes are an integral part of the
consolidated condensed financial statements.
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ADVANCED ACCESSORY SYSTEMS, LLC
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
1. BASIS OF PRESENTATION
In the opinion of the Company, the accompanying unaudited consolidated
condensed financial statements contain all adjustments, which are
normal and recurring in nature, necessary to present fairly its
financial position as of June 30, 2001 and December 31, 2000 and the
results of its operations for the three and six months ended June 30,
2001 and 2000 and its cash flows for the six months ended June 30, 2001
and 2000.
During 2000, the Company adopted the provisions of the EITF 00-10,
"Accounting for Shipping and Handling Revenues and Costs", which
requires that all amounts billed to customers related to shipping and
handling costs be classified as revenue. In prior years, these costs
and the reimbursement of these costs were netted in our financial
statements. Accordingly, amounts billed to customers are now included
in net sales and the related costs are included in cost of sales in the
accompanying statement of operations. There was no impact on net income
(loss).
These consolidated condensed financial statements should be read
together with the Company's audited financial statements presented in
the Company's Annual Report on Form 10-K for the year ended December
31, 2000, filed with the Securities and Exchange Commission on March
27, 2001.
2. COMPREHENSIVE INCOME
Comprehensive income for the second quarter of 2001 and 2000 of $3,812
and $7,261, respectively, and for the first half of 2001 and 2000 of
$3,213 and $11,258, respectively, includes reported net income adjusted
by the effect of changes in the cumulative translation adjustment.
3. MANDATORILY REDEEMABLE WARRANTS
Effective June 30, 2001, the Company adopted Emerging Issues Task Force
(EITF) Consensus 00-19, "Determination of Whether Share Settlement is
Within the Control of the Issuer for Purposes of Applying Issue No.
96-13, 'Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a Company's Own Stock'". Accordingly, based
upon the terms of the warrants, the Company has reclassified the
mandatorily redeemable warrants to a component of current liabilities.
Future accretion will be included in the determination of net income or
loss for each reporting period.
4. DEBT
Effective as of June 30, 2001 the Company entered into amendment No. 8
to the Second Amended and Restated Credit Agreement under which certain
financial covenants for the quarter ending June 30, 2001 were amended
and the applicable interest rate margins for each of the underlying
loans were increased by 0.25% effective as of August 13, 2001 with a
further 0.50% increase to be effective as of September 16, 2001. The
amendment did not modify financial covenants for any future quarters.
After giving effect to the amendment, the Company was in compliance
with the covenants under its various debt agreements. Unless the
Company obtains further amendments or waivers of its existing credit
facilities or is able to refinance such credit facilities, the Company
believes it is probable that it will not be in compliance with one or
more of the financial covenants as of September 30, 2001. Accordingly,
the related debt has been reclassified from non-current to current,
effective June 30, 2001.
5
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ADVANCED ACCESSORY SYSTEMS, LLC
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
5. CONDENSED CONSOLIDATING INFORMATION
On October 1, 1997, the Company and its wholly-owned subsidiary, AAS
Capital Corporation, issued and sold $125,000 of its 9 3/4 Senior
Subordinated Notes due 2007 ("the Notes"). The Notes are guaranteed on
a full, unconditional and joint and several basis by all of the
Company's direct and indirect wholly-owned domestic subsidiaries. The
following condensed consolidating financial information presents the
financial position, results of operations and cash flows of (i) the
Company as parent, as if it accounted for its subsidiaries on the
equity method, and AAS Capital Corporation as issuers; (ii) guarantor
subsidiaries which are domestic, wholly-owned subsidiaries and include
SportRack LLC, AAS Holdings, Inc., Valley Industries, LLC, and ValTek,
LLC; and (iii) the non-guarantor subsidiaries which are foreign,
wholly-owned subsidiaries and include Brink International B.V. and its
subsidiaries, SportRack Accessories, Inc. and its subsidiary, and
SportRack Automotive GmbH and its subsidiaries. The guarantor and
non-guarantor subsidiaries for the three and six months ended June 30,
2001 and 2000 have been allocated a portion of certain corporate
overhead costs on a basis consistent with each subsidiary's relative
business activity and interest on intercompany debt balances. Since its
formation in September 1997, AAS Capital Corporation has had no
operations and has no assets or liabilities at June 30, 2001.
6
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ADVANCED ACCESSORY SYSTEMS, LLC
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
5. CONDENSED CONSOLIDATING INFORMATION -- (continued)
CONDENSED CONSOLIDATING BALANCE SHEET
JUNE 30, 2001
GUARANTOR NON-GUARANTOR ELIMINATIONS/
ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED
-------------- ------------- ----------------- -------------- ------------
(DOLLAR AMOUNTS IN THOUSANDS)
ASSETS
Current assets
Cash................................... $ 655 $ 607 $ 1,362 $ -- $ 2,624
Accounts receivable.................... -- 39,435 21,091 -- 60,526
Inventories............................ -- 17,482 22,000 -- 39,482
Deferred income taxes and other
current assets........................ 103 4,494 4,829 -- 9,426
----------- ----------- ----------- ----------- ----------
Total current assets.............. 758 62,018 49,282 -- 112,058
----------- ----------- ----------- ----------- ----------
Property and equipment, net.............. -- 33,450 20,179 -- 53,629
Goodwill, net............................ 1,005 55,036 17,995 -- 74,036
Intangible assets, net................... 3,725 100 508 -- 4,333
Deferred income taxes and other
noncurrent assets...................... 93 1,767 2,507 -- 4,367
Investment in subsidiaries............... 64,721 9,955 -- (74,676) --
Intercompany notes receivable............ 84,453 -- -- (84,453) --
------------ ----------- ----------- ----------- ----------
Total assets...................... $ 154,755 $ 162,326 $ 90,471 $ (159,129) $ 248,423
============ =========== =========== =========== ==========
LIABILITIES AND MEMBERS'
EQUITY
Current liabilities
Current maturities of long-term debt... $ 8,000 $ -- $ 34,356 $ -- $ 42,356
Accounts payable....................... -- 26,906 10,619 -- 37,525
Accrued liabilities and deferred
income taxes......................... 6,054 7,241 10,689 -- 23,984
Mandatorily redeemable warrants.......... 5,070 -- -- -- 5,070
------------ ----------- ----------- ----------- ----------
Total current liabilities......... 19,124 34,147 55,664 -- 108,935
------------ ----------- ----------- ----------- ----------
Deferred income taxes and other
noncurrent liabilities................. 2,003 445 3,281 -- 5,729
Long-term debt, less current maturities.. 124,653 -- -- -- 124,653
Intercompany debt........................ -- 31,930 52,523 (84,453) --
Members' equity.......................... 8,975 95,804 (20,997) (74,676) 9,106
------------ ----------- ----------- ----------- ----------
Total liabilities and members'
equity.......................... $ 154,755 $ 162,326 $ 90,471 $ (159,129) $ 248,423
============ =========== =========== =========== ==========
7
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ADVANCED ACCESSORY SYSTEMS, LLC
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
5. CONDENSED CONSOLIDATING INFORMATION -- (continued)
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2000
GUARANTOR NON-GUARANTOR ELIMINATIONS/
ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED
-------------- ------------- ----------------- -------------- ------------
(Dollar amounts in thousands)
ASSETS
Current assets
Cash................................... $ 1,153 $ 246 $ 1,916 $ -- $ 3,315
Accounts receivable.................... -- 28,309 14,633 -- 42,942
Inventories............................ -- 19,148 22,946 -- 42,094
Deferred income taxes and other
current assets........................ 7 5,180 3,462 -- 8,649
----------- ----------- ----------- ----------- ----------
Total current assets.............. 1,160 52,883 42,957 -- 97,000
----------- ----------- ----------- ----------- ----------
Property and equipment, net.............. -- 34,830 23,402 -- 58,232
Goodwill, net............................ 1,025 56,144 20,222 -- 77,391
Other intangible assets, net............. 3,968 234 828 -- 5,030
Deferred income taxes and other
noncurrent assets...................... 93 2,385 2,366 -- 4,844
Investment in subsidiaries............... 57,615 9,955 -- (67,570) --
Intercompany notes receivable............ 91,695 -- -- (91,695) --
------------ ----------- ----------- ----------- ----------
Total assets...................... $ 155,556 $ 156,431 $ 89,775 $ (159,265) $ 242,497
============ =========== =========== =========== ==========
LIABILITIES AND MEMBERS'
EQUITY
Current liabilities
Current maturities of long-term debt... $ -- $ -- $ 11,811 $ -- $ 11,811
Accounts payable....................... -- 16,689 8,307 -- 24,996
Accrued liabilities and deferred
income taxes......................... 6,799 8,027 10,576 -- 25,402
------------ ----------- ----------- ----------- ----------
Total current liabilities......... 6,799 24,716 30,694 -- 62,209
------------ ----------- ----------- ----------- ----------
Deferred income taxes and other
noncurrent liabilities................. 2,003 343 3,212 -- 5,558
Long-term debt, less current maturities.. 135,976 -- 27,848 -- 163,824
Intercompany debt........................ -- 46,064 45,631 (91,695) --
Mandatorily redeemable warrants.......... 5,010 -- -- -- 5,010
Members' equity.......................... 5,768 85,308 (17,610) (67,570) 5,896
------------ ----------- ----------- ----------- ----------
Total liabilities and members'
equity.......................... $ 155,556 $ 156,431 $ 89,775 $ (159,265) $ 242,497
============ =========== =========== =========== ==========
8
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ADVANCED ACCESSORY SYSTEMS, LLC
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
5. CONDENSED CONSOLIDATING INFORMATION -- (continued)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2001
GUARANTOR NON-GUARANTOR ELIMINATIONS/
ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED
-------------- ------------- ----------------- -------------- ------------
(DOLLAR AMOUNTS IN THOUSANDS)
Net sales................................ $ -- $ 61,861 $ 27,050 $ -- $ 88,911
Cost of sales............................ -- 48,327 18,053 -- 66,380
---------- ---------- ----------- ---------- ----------
Gross profit........................... -- 13,534 8,997 -- 22,531
Selling, administrative and product
development expenses................... 66 6,134 5,145 -- 11,345
Amortization of intangible assets........ 9 558 181 -- 748
---------- ---------- ----------- ---------- ----------
Operating income (loss)................ (75) 6,842 3,671 -- 10,438
Interest expense......................... 2,092 723 1,695 -- 4,510
Equity in income of subsidiaries......... 6,663 -- -- (6,663) --
Foreign currency loss.................... -- (22) 1,245 -- 1,223
Other income (expense)................... -- (22) 5 -- (17)
---------- ---------- ----------- ---------- ----------
Income before income taxes............... 4,496 6,119 736 (6,663) 4,688
Provision for income taxes............... -- -- 192 -- 192
---------- ---------- ----------- ---------- ----------
Net income............................... $ 4,496 $ 6,119 $ 544 $ (6,663) $ 4,496
========== ========== =========== ========== ==========
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2000
GUARANTOR NON-GUARANTOR ELIMINATIONS/
ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED
-------------- ------------- ----------------- -------------- ------------
(DOLLAR AMOUNTS IN THOUSANDS)
Net sales................................ $ -- $ 64,363 $ 28,910 $ -- $ 93,273
Cost of sales............................ -- 48,935 18,425 -- 67,360
---------- ---------- ----------- ---------- ----------
Gross profit........................... -- 15,428 10,485 -- 25,913
Selling, administrative and product
development expenses................... 142 6,276 5,153 -- 11,571
Amortization of intangible assets........ 9 528 189 -- 726
---------- ---------- ----------- ---------- ----------
Operating income (loss)................ (151) 8,624 5,143 -- 13,616
Interest expense......................... 1,514 1,189 1,839 -- 4,542
Equity in income of subsidiaries......... 8,813 -- -- (8,813) --
Foreign currency loss.................... -- -- 490 -- 490
Other income (expense)................... -- (309) (7) -- (316)
---------- ---------- ----------- ---------- ----------
Income before income taxes............... 7,148 7,126 2,807 (8,813) 8,268
Provision for income taxes............... -- -- 1,120 -- 1,120
---------- ---------- ----------- ---------- ----------
Net income............................... $ 7,148 $ 7,126 $ 1,687 $ (8,813) $ 7,148
========== ========== =========== ========== ==========
9
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ADVANCED ACCESSORY SYSTEMS, LLC
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
5. CONDENSED CONSOLIDATING INFORMATION -- (continued)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2001
GUARANTOR NON-GUARANTOR ELIMINATIONS/
ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED
-------------- ------------- ----------------- -------------- ------------
(DOLLAR AMOUNTS IN THOUSANDS)
Net sales................................ $ -- $ 118,620 $ 49,473 $ -- $ 168,093
Cost of sales............................ -- 92,678 33,652 -- 126,330
---------- ---------- ----------- ---------- ----------
Gross profit........................... -- 25,942 15,821 -- 41,763
Selling, administrative and product
development expenses................... 148 12,536 10,392 -- 23,076
Amortization of intangible assets........ 18 1,107 373 -- 1,498
---------- ---------- ----------- ---------- ----------
Operating income (loss)................ (166) 12,299 5,056 -- 17,189
Interest expense......................... 3,730 1,781 3,530 -- 9,041
Equity in income of subsidiaries......... 6,867 -- -- (6,867) --
Foreign currency loss.................... -- -- 6,043 -- 6,043
Other income (expense)................... -- (22) (39) -- (61)
---------- ---------- ----------- ---------- ----------
Income before income taxes............... 2,971 10,496 (4,556) (6,867) 2,044
Benefit for income taxes................. -- -- 927 -- 927
---------- ---------- ----------- ---------- ----------
Net income............................... $ 2,971 $ 10,496 $ (3,629) $ (6,867) $ 2,971
========== ========== =========== ========== ==========
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
GUARANTOR NON-GUARANTOR ELIMINATIONS/
ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED
-------------- ------------- ----------------- -------------- ------------
(DOLLAR AMOUNTS IN THOUSANDS)
Net sales................................ $ -- $ 124,612 $ 54,224 $ -- $ 178,836
Cost of sales............................ -- 94,142 35,587 -- 129,729
---------- ---------- ----------- ---------- ----------
Gross profit........................... -- 30,470 18,637 -- 49,107
Selling, administrative and product
development expenses................... 492 12,664 10,742 -- 23,898
Amortization of intangible assets........ 18 1,098 396 -- 1,512
---------- ---------- ----------- ---------- ----------
Operating income (loss)................ (510) 16,708 7,499 -- 23,697
Interest expense......................... 2,897 2,344 3,722 -- 8,963
Equity in income of subsidiaries......... 14,178 -- -- (14,178) --
Foreign currency loss.................... -- -- 3,954 -- 3,954
Other income (expense)................... -- (309) 308 -- (1)
---------- ---------- ----------- ---------- ----------
Income before income taxes............... 10,771 14,055 131 (14,178) 10,779
Provision for income taxes............... -- -- 8 -- 8
---------- ---------- ----------- ---------- ----------
Net income............................... $ 10,771 $ 14,055 $ 123 $ (14,178) $ 10,771
========== ========== =========== ========== ==========
10
13
ADVANCED ACCESSORY SYSTEMS, LLC
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
5. CONDENSED CONSOLIDATING INFORMATION -- (continued)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2001
GUARANTOR NON-GUARANTOR ELIMINATIONS/
ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED
------------ ------------- ----------------- -------------- ------------
(DOLLAR AMOUNTS IN THOUSANDS)
Net cash provided by (used for) operating
activities.............................. $ (4,454) $ 15,717 $ (1,961) $ -- $ 9,302
---------- --------- ---------- ---------- ----------
Cash flows from investing activities:
Acquisition of property and
equipment............................. -- (1,222) (1,095) -- (2,317)
---------- --------- ---------- ---------- ----------
Net cash used for investing activities -- (1,222) (1,095) -- (2,317)
---------- --------- ---------- ---------- ----------
Cash flows from financing activities:
Change in intercompany debt............. 7,242 (14,134) 6,892 -- --
Decrease in revolving loan.............. (3,343) -- -- -- (3,343)
Collection on notes receivable for unit
purchase.............................. 59 -- -- -- 59
Repayment of debt....................... -- -- (5,192) -- (5,192)
Distributions to members................ (2) -- -- -- (2)
---------- --------- ---------- ---------- ----------
Net cash provided by (used for)
financing activities................ 3,956 (14,134) 1,700 -- (8,478)
---------- --------- ---------- ---------- ----------
Effect of exchange rate changes........... -- -- 802 -- 802
---------- --------- ---------- ---------- ---------
Net increase (decrease) in cash........... (498) 361 (554) -- (691)
Cash at beginning of period............... 1,153 246 1,916 -- 3,315
---------- --------- ---------- ---------- ----------
Cash at end of period..................... $ 655 $ 607 $ 1,362 $ -- $ 2,624
========== ========= ========== ========== ==========
11
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ADVANCED ACCESSORY SYSTEMS, LLC
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
5. CONDENSED CONSOLIDATING INFORMATION -- (continued)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
GUARANTOR NON-GUARANTOR ELIMINATIONS/
ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED
------------ ------------- ----------------- -------------- ------------
(DOLLAR AMOUNTS IN THOUSANDS)
Net cash provided by (used for) operating
activities.............................. $ (3,051) $ 11,415 $ 627 $ -- $ 8,991
---------- --------- ---------- ---------- ----------
Cash flows from investing activities:
Acquisition of property and
equipment............................. -- (4,737) (868) -- (5,605)
Acquisition, net of cash acquired...... -- (1,515) -- -- (1,515)
---------- --------- ---------- ---------- ----------
Net cash used for investing activities -- (6,252) (868) -- (7,120)
---------- --------- ---------- ---------- ----------
Cash flows from financing activities:
Change in intercompany debt............. 2,361 (10,593) 8,232 -- --
Increase in revolving loan.............. 6,286 -- -- -- 6,286
Collection on notes receivable for unit
purchase.............................. 65 -- -- -- 65
Repayment of debt....................... -- -- (8,086) -- (8,086)
Distributions to members................ (5,163) -- -- -- (5,163)
---------- --------- ---------- ---------- ----------
Net cash provided by (used for)
financing activities................ 3,549 (10,593) 146 -- (6,898)
---------- --------- ---------- ---------- ----------
Effect of exchange rate changes........... -- -- 926 -- 926
---------- --------- ---------- ---------- ---------
Net increase (decrease) in cash........... 498 (5,430) 831 -- (4,101)
Cash at beginning of period............... -- 5,469 3,249 -- 8,718
---------- --------- ---------- ---------- ----------
Cash at end of period..................... $ 498 $ 39 $ 4,080 $ -- $ 4,617
========== ========= ========== ========== ==========
12
15
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
ADVANCED ACCESSORY SYSTEMS, LLC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001
The following discussion of the results of operations and financial
condition of the Company should be read in conjunction with the financial
statements and notes thereto of the Company included elsewhere in this Form
10-Q. Discussions containing forward-looking statements may be found in the
material set forth below. These may include statements projecting, forecasting
or estimating Company performance and industry trends. General risks that may
impact the achievement of such forecasts include, but are not limited to:
compliance with new laws and regulations, general economic conditions in the
markets in which the Company operates, fluctuation in demand for the Company's
products, significant raw material price fluctuations, and other business
factors. Any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties. Actual events or results may
differ materially from those discussed in the forward-looking statements. All of
these forward-looking statements are based on estimates and assumptions made by
management of the Company which, although believed to be reasonable, are
inherently uncertain. The Company does not intend to update these
forward-looking statements.
GENERAL
An affiliate of J.P. Morgan Partners, LLC ("JPMP") and certain members
of the Company's management formed the Company in September 1995 to make
strategic acquisitions of automotive exterior accessory manufacturers and to
integrate those acquisitions into a global enterprise that would be a preferred
supplier to the automotive industry.
RECENT ACQUISITIONS
In February 2000, the Company through Valley Industries, acquired the
net assets of Titan Industries, Inc. ("Titan"). Titan is a North American
supplier of trailer balls and other towing related accessories to the automotive
aftermarket.
In September 2000, the Company through SportRack Accessories, acquired
the net assets of the Wiswall Hill Corporation ("Wiswall Hill" or
"Barrecrafters"). Wiswall Hill is a North American supplier of rack systems and
accessories to the automotive aftermarket under its popular brand name,
Barrecrafters.
In each instance, the acquisition was accounted for in accordance with
the purchase method of accounting and the operating results of the acquired
company have been included in the Company's consolidated financial statements
since the date of the respective acquisition.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
2000.
Net sales. Net sales for the second quarter of 2001 were $88.9 million,
representing a decrease of $4.4 million, or 4.7%, over net sales for the second
quarter of 2000. This decrease resulted primarily from decreased sales to OEMs
of approximately $3.8 million resulting from decreased production levels of
vehicles compared to the prior year. Net sales was also reduced by approximately
$1.5 million due to the effect of declining exchange rates between the U.S.
Dollar and the currencies used by the Company's foreign subsidiaries.
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16
ADVANCED ACCESSORY SYSTEMS, LLC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001
Gross profit. Gross profit for the second quarter of 2001 was $22.5
million, representing a decrease of $3.4 million, or 13.1%, over the gross
profit for the second quarter of 2000. This decrease resulted from the decrease
in net sales and a decrease in the gross margin percentage. Gross profit as a
percentage of net sales was 25.3% in the second quarter of 2001 compared to
27.8% in the second quarter of 2000. The decrease in the gross margin percentage
is attributable to the effects of spreading fixed costs over a lower sales base,
lower gross margin for North American towing products and proportionately lower
sales for Brink which has a greater gross margin percentage as compared with the
Company as a whole. Reduced sales for Brink are attributable to the decline in
the exchange rate between the European Euro and the U.S. Dollar for the second
quarter of 2001 compared with the second quarter of 2000.
Selling, administrative and product development expenses. Selling,
administrative and product development expenses for the second quarter of 2001
were $11.3 million, representing a decrease of $226,000, or 2.0%, compared with
the selling, administrative and product development expenses for the second
quarter of 2000. Selling, administrative and product development expenses as a
percentage of net sales increased to 12.8% in the second quarter of 2001 from
12.4% in the second quarter of 2000. This increase is the result of spreading
fixed costs over a lower sales base.
Operating income. Operating income for the second quarter of 2001 was
$10.4 million, a decrease of $3.2 million, or 23.3%, over operating income for
the second quarter of 2000 due to decreased gross profit offset partially by
decreased selling, administrative and product development expenses. Operating
income as a percentage of net sales decreased to 11.7% in the second quarter of
2001 from 14.6% in the second quarter of 2000 due to the decrease in the gross
margin percentage and the increase in the percentage of selling, administrative
and product development expenses to sales.
Interest expense. Interest expense for the second quarter of 2001 was
$4.5 million, which was approximately the same as interest expense for the
second quarter of 2000. Higher interest expense attributable to increased
interest rates on the Company's variable rate debt offset the lower average
indebtedness for the period.
Foreign currency loss. Foreign currency loss in the second quarter of
2001 was $1.2 million, compared to a foreign currency loss of $490,000 in the
second quarter of 2000. The Company's foreign currency loss is primarily related
to Brink which has indebtedness denominated in U.S. Dollars. During the second
quarter of 2001 and the second quarter of 2000, the U.S. Dollar strengthened in
relation to the European Euro, the functional currency of Brink. This U.S.
Dollar strengthening was more significant during the second quarter of 2001 than
the second quarter of 2000.
Provision for income taxes. The Company and certain of its domestic
subsidiaries have elected to be taxed as limited liability companies for federal
income tax purposes. As a result of this election, the Company's domestic
taxable income accrues to the individual members. Certain of the Company's
domestic subsidiaries and foreign subsidiaries are subject to income taxes in
their respective jurisdictions. During the second quarter of 2001, the Company
had a loss before income taxes for its taxable subsidiaries totaling $1.9
million. The effective tax rate differs from the U.S. federal income tax rate
primarily due to changes in valuation allowances on the deferred tax assets of
SportRack Accessories and differences in the tax rates of foreign countries.
During the second quarter of 2000, the Company had income before income taxes
for its taxable subsidiaries totaling $2.8 million and recorded a provision for
income taxes of $1.1 million.
Net income. Net income for the second quarter of 2001 was $4.5 million,
as compared to net income of $7.1 million in the second quarter of 2000, a
decrease of $2.7 million. The change in net income is primarily attributable to
decreased operating income and increased foreign currency loss in the second
quarter of 2001.
SIX MONTHS ENDED JUNE 31, 2001 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2000.
Net sales. Net sales for the first half of 2001 were $168.1 million,
representing a decrease of $10.7 million, or 6.0%, over net sales for the first
half of 2000. This decrease resulted from decreased sales to OEMs of
approximately $9.1 million and the effect of declining exchange rates between
the U.S. Dollar and the currencies used by the Company's foreign subsidiaries
totaling $2.8 million. The North American OEMs reduced vehicle production
beginning in the fourth quarter of 2000 and continuing in the first half of 2001
in response to lower sales of new vehicles in the North American automotive
market. Partially offsetting these declines were higher sales to the automotive
aftermarket totaling $1.2 million.
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17
ADVANCED ACCESSORY SYSTEMS, LLC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001
Gross profit. Gross profit for the first half of 2001 was $41.8
million, representing a decrease of $7.3, or 15.0%, over the gross profit for
the first half of 2000. This decrease resulted from the decrease in net sales
and a decrease in the gross margin percentage. Gross profit as a percentage of
net sales was 24.8% in the first half of 2001 compared to 27.5% in the first
half of 2000. The decrease in the gross margin percentage is attributable to the
effects of spreading fixed costs over a lower sales base, lower gross margin for
North American towing products and proportionately lower sales for Brink which
has a greater gross margin percentage as compared with the Company as a whole.
Reduced sales for Brink are attributable to the decline in the exchange rate
between the European Euro and the U.S. Dollar for the first half of 2001
compared with the first half of 2000.
Selling, administrative and product development expenses. Selling,
administrative and product development expenses for the first half of 2001 were
$23.1 million, representing a decrease of $822,000, or 3.4%, compared with the
selling, administrative and product development expenses for the first half of
2000. Selling, administrative and product development expenses as a percentage
of net sales increased to 13.7% in the first half of 2001 from 13.4% in the
first half of 2000. This increase is the result of spreading fixed costs over a
lower sales base.
Operating income. Operating income for the first half of 2001 was $17.2
million, a decrease of $6.5 million, or 27.5%, over operating income for the
first half of 2000. Operating income as a percentage of net sales decreased to
10.2% in the first half of 2001 from 13.3% in the first half of 2000 due to the
decrease in the gross margin percentage and the increase in the percentage of
selling, administrative and product development expenses to sales.
Interest expense. Interest expense for the first half of 2001 was $9.0
million, which was approximately the same as interest expense for the first half
of 2000. Higher interest expense attributable to increased interest rates on the
Company's variable rate debt offset the lower average indebtedness for the
period.
Foreign currency loss. Foreign currency loss in the first half of 2001
was $6.1 million, compared to a foreign currency loss of $4.0 million in the
first half of 2000. The Company's foreign currency loss is primarily related to
the Brink which has indebtedness denominated in U.S. Dollars. During the first
half of 2001 and 2000 the U.S. Dollar strengthened in relation to the European
Euro, the functional currency of Brink. This U.S. Dollar strengthening was more
significant during the second quarter of 2001 than the second quarter of 2000.
Provision (Benefit) for income taxes. The Company and certain of its
domestic subsidiaries have elected to be taxed as limited liability companies
for federal income tax purposes. As a result of this election, the Company's
domestic taxable income accrues to the individual members. Certain of the
Company's domestic subsidiaries and foreign subsidiaries are subject to income
taxes in their respective jurisdictions. During the first half of 2001, the
Company had a loss before income taxes for its taxable subsidiaries totaling
$4.6 million and recorded a benefit for income taxes of $927,000. The effective
tax rate differs from the U.S. federal income tax rate primarily due to changes
in valuation allowances on the deferred tax assets of SportRack Accessories and
differences in the tax rates of foreign countries. During the first half of
2000, the Company had a loss before income taxes for its taxable subsidiaries
totaling $131,000.
Net income. Net income for the first half of 2001 was $3.0 million, as
compared to net income of $10.8 million in the first half of 2000, a decrease of
$7.8 million. The decrease in net income is primarily attributable to decreased
operating income and the increased foreign currency loss.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal liquidity requirements are to service its debt
and meet its working capital and capital expenditure needs. The Company's
indebtedness at June 30, 2001 was $167.0 million including current maturities of
$42.4 million. The Company expects to be able to meet its liquidity requirements
in the next fiscal quarter through cash provided by operations and through
borrowings available under the Second Amended and Restated Credit Agreement
("U.S. Credit Facility") as amended or other financing sources, see "Debt and
Credit Sources" below.
15
18
ADVANCED ACCESSORY SYSTEMS, LLC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001
WORKING CAPITAL AND CASH FLOWS
Working capital and key elements of the consolidated statement of cash
flows are (in thousands):
JUNE 30, DECEMBER 31,
2001 2000
-------------- -------------
Working Capital........................................ $ 3,123 $ 34,791
FIRST HALF
2001 2000
-------------- -------------
Cash flows provided by operating activities............ $ 9,302 $ 8,991
Cash flows (used for) investing activities............. $ (2,317) $ (7,120)
Cash flows (used for) financing activities............. $ (8,478) $ (6,898)
Working capital
Working capital decreased by $31.7 million to $3.1 million at June 30,
2001 from $34.8 million at December 31, 2000 due to an increase in the current
portion of long term debt of $30.5 million, an increase in accounts payable of
$12.9 million, a reclassification of mandatorily redeemable warrants as a
component of current liabilities of $5.1 million, a decrease in inventory of
$702,000, a decrease in cash of $691,000 and a decrease of $1.3 million related
to a decrease in the exchange rate between the functional currencies of the
Company's foreign subsidiaries and the U.S. Dollar. These were partially offset
by an increase in accounts receivable of $19.2 million and a decrease in accrued
liabilities of $366,000.
See "Debt and Credit Sources" below for a discussion about the increase
in the current portion of long term debt. Increases in accounts receivable were
attributable to increased sales levels in the second quarter of 2001 as compared
with the fourth quarter of 2000. Increases in accounts payable during the first
six months of 2001 reflected increased purchasing activities to support the
increased sales volume.
Operating activities
Cash flow provided by operating activities for the first half of 2001
was $9.3 million, compared to $9.0 million in the first half of 2000. Operating
cash flow was comparable between the first half of 2001 and 2000 regardless of a
decrease in operating profit for the period due to a slower increase in seasonal
working capital investment during 2001 as compared with 2000.
Investing activities
During the first half of 2001 and 2000, investing cash flows include
acquisitions of property and equipment of $2.3 million and $5.6 million,
respectively, and were primarily for the expansion of capacity, productivity and
process improvements and maintenance. The Company's ability to make capital
expenditures is subject to restrictions in the U.S. Credit Facility, including a
maximum of $12.5 million of capital expenditures annually.
Investing cash flows for the first half of 2000 also included $1.5
million paid to acquire the net assets of Titan Industries, Inc. on February 22,
2000.
Financing activities
During the first half of 2001 and 2000, financing cash flows included
payments of principal on the Company's term indebtedness of $5.2 million and
$8.1 million, respectively. Distributions to members, representing amounts
sufficient to meet the tax liability on the Company's domestic taxable income
which accrues to individual members were not significant during the first half
of 2001 and were $5.2 million in the first half of 2000. Financing cash flows
also included net repayments under the Company's revolving loans of $3.3 million
during the first half of 2001 and net borrowings of $6.3 million during the
first half of 2000.
16
19
ADVANCED ACCESSORY SYSTEMS, LLC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001
DEBT AND CREDIT SOURCES
The Company's indebtedness was $167.0 million and $175.6 million at
June 30, 2001 and December 31, 2000, respectively. The Company expects that its
primary sources of cash will be from operating activities and borrowings under
its revolving credit facilities. As of June 30, 2001, the Company had borrowings
of $8.0 million under the revolving credit facilities and had a $8.0 million
outstanding letter of credit issued to benefit plaintiffs in a lawsuit against
the Company. The available borrowing capacity as of June 30, 2001 was $9.0
million. Effective as of June 30, 2001 the Company entered into amendment No. 8
to the Second Amended and Restated Credit Agreement under which certain
financial covenants for the quarter ending June 30, 2001 were amended and the
applicable interest rate margins for each of the underlying loans were increased
by 0.25% effective as of August 13, 2001 with a further 0.50% increase to be
effective as of September 16, 2001. The amendment did not modify financial
covenants for any future quarters. After giving effect to the amendment, the
Company was in compliance with the covenants under its various debt agreements.
Unless the Company obtains further amendments or waivers of its existing credit
facilities or is able to refinance such credit facilities, the Company believes
it is probable that it will not be in compliance with one or more of the
covenants as of September 30, 2001. Accordingly, the related debt has been
reclassified from non-current to current, effective June 30, 2001. In prior
periods, the Company has been successful in obtaining amendments under its
existing credit facilities. While the Company believes that it should be able
to obtain further amendments, if required, there is no assurance that any
amendments or waivers will be obtained. In addition, the Company is currently in
discussions with a financial institution to provide new senior secured credit
facilities, which if entered into, would refinance in full its existing senior
credit facilities and provide additional revolving credit availability. There is
no assurance that the Company and the new financial institution will be able to
enter into the new senior secured credit facilities.
The Company's ability to satisfy its debt obligations will depend upon
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, as well as the availability of revolving credit borrowings
under its current or successor credit facilities. If the Company is unable to
service its indebtedness, it will be forced to take actions such as reducing or
delaying acquisitions and/or capital expenditures, selling assets, restructuring
or refinancing its indebtedness, or seeking additional equity capital. There is
no assurance that any of these remedies can be effected on satisfactory terms,
if at all, including, whether, and on what terms, the Company could raise equity
capital.
The Company conducts operations in several foreign countries including
Canada, The Netherlands, Denmark, the United Kingdom, Sweden, France, Germany,
Poland, Spain, Czech Republic and Italy. Net sales from international operations
during the first half of 2001 were approximately $49.5 million, or 29.4% of the
Company's net sales. At June 30, 2001, assets associated with these operations
were approximately 36.4% of total assets, and the Company had indebtedness
denominated in currencies other than the U.S. Dollar of approximately $6.8
million.
The Company's international operations may be subject to volatility
because of currency fluctuations, inflation and changes in political and
economic conditions in these countries. Most of the revenues and costs and
expenses of the Company's operations in these countries are denominated in the
local currencies. The financial position and results of operations of the
Company's foreign subsidiaries are measured using the local currency as the
functional currency. Certain of the Company's foreign subsidiaries have debt
denominated in currencies other than their functional currency. As the exchange
rates between the currency of the debt and the subsidiaries functional currency
change the Company is subject to foreign currency gains and losses.
The Company may periodically use foreign currency forward option
contracts to offset the effects of exchange rate fluctuations on cash flows
denominated in foreign currencies. The Company has no outstanding foreign
currency forward options at June 30, 2001 and does not use derivative financial
instruments for trading or speculative purposes.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("FAS 133"). The Company adopted this
statement at the beginning of fiscal 2001. This pronouncement did not have a
material impact on the Company's results of operations.
In June 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 141, "Business Combinations", and
No. 142, "Goodwill and Other Intangible Assets", effective for fiscal years
beginning after December 15, 2001. Under the new rules, goodwill and intangible
assets deemed to have indefinite lives will no longer be amortized but will be
subject to annual impairment tests in accordance with the statements. Other
intangible assets will continue to be amortized over their useful lives. The
Company is currently reviewing the impact of SFAS Nos. 141 and 142 and will be
performing a fair-value analysis at a later date in connection with the adoption
of SFAS No. 142 on January 1, 2002.
17
20
ADVANCED ACCESSORY SYSTEMS, LLC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001
Effective June 30, 2001, the Company adopted Emerging Issues Task Force
(EITF) Consensus 00-19, "Determination of Whether Share Settlement is Within the
Control of the Issuer for Purposes of Applying Issue No. 96-13, 'Accounting for
Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Company's Own Stock'". Accordingly, based upon the terms of the warrants, the
Company has reclassified the mandatorily redeemable warrants to a component of
current liabilities. Future accretion will be included in the determination of
net income or loss for each reporting period.
18
21
ADVANCED ACCESSORY SYSTEMS, LLC
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable as there have been no changes since that reported in the
Company's annual report on Form 10-K filed with the commission on March 27,
2001.
PART II. OTHER INFORMATION AND SIGNATURE
Item 1. Legal Proceedings
Gibbs vs. AAS: In February 1996, the Company commenced an action
against certain individuals alleging breach of contract under the terms
of an October 1992 Purchase Agreement and the individuals' respective
Employment Agreements with the predecessor of the Company. In March
1996, the individuals filed a separate lawsuit against the Company
alleging breach of contract under the respective Purchase Agreement and
their respective Employment Agreements. On May 7, 1999 a jury in the
United States District Court for the Eastern District of Michigan
reached a verdict against the Company and awarded the individuals
approximately $3.8 million plus interest and reasonable attorney fees.
The Company plans to file an appeal once a judgment is entered by the
court.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security-holders
None
Items 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
EXHIBIT NUMBER DESCRIPTION
------------------------ ------------------------
10.7(h) Amendment No. 8 Dated as of June 30, 2001 to Second Amended
and Restated Credit Agreement Dated as of August 5, 1997.
(b) Reports on Form 8-K
None
19
22
ADVANCED ACCESSORY SYSTEMS, LLC
SIGNATURE
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.
ADVANCED ACCESSORY SYSTEMS, LLC
(Registrant)
Date: August 13, 2001 /s/ BARRY G. STEELE
----------------------------------
Barry G. Steele
Corporate Controller and Treasurer
(chief accounting officer
and authorized signatory)
20
23
Exhibit Index
-------------
Exhibit No. Description
- ----------- -----------
10.7(h) Amendment No. 8 Dated as of June 30, 2001 to Second Amended and Restated
Credit Agreement Dated as of August 5, 1997.