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 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
-------- -------
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 ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents required
to be filed by section 12, 13 or 15(d) of the Securities and Exchange Act of
1934 subsequent to the distribution of the securities under a plan confirmed by
a court.
Yes 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 August 14, 2001
----------------------------- ---------------------
Class A Voting Common Stock 4,074
Class B Non-Voting Common Stock 158,853
2
TALON AUTOMOTIVE GROUP, INC.
FORM 10-Q
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:
Consolidated Statements of Operations (unaudited) for the
Three and Six Month Periods Ended June 30, 2001 and July 1,
2000
Consolidated Balance Sheets at June 30, 2001 (unaudited)
and December 31, 2000
Consolidated Statements of Cash Flows (unaudited) for
the Three and Six Month Periods Ended June 30, 2001 and
July 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
3
TALON AUTOMOTIVE GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS - UNAUDITED)
THREE MONTHS ENDED: SIX MONTHS ENDED:
---------------------------------- -----------------------------
JUNE 30, JULY 1, JUNE 30, JULY 1,
2001 2000 2001 2000
---- ---- ---- ----
(Debtor-in- (Debtor-in-
possession) possession)
Net sales $ 73,392 $ 82,633 $ 136,587 $ 168,314
Cost of sales 65,468 73,046 123,757 147,825
--------- --------- --------- ---------
Gross profit 7,924 9,587 12,830 20,489
Operating expenses:
SG&A 4,697 6,097 10,034 12,631
Advanced program expenses 516 702 1,161 1,430
Reorganization costs 1,160 0 1,785 0
Amortization 659 402 1,059 813
--------- --------- --------- ---------
Income (Loss) from operations 892 2,386 (1,209) 5,615
Other (income) expenses:
Interest 4,561 4,858 9,246 9,477
Foreign currency 76 (192) (276) (200)
--------- --------- --------- ---------
Loss before income taxes (3,745) (2,280) (10,179) (3,662)
Provision for income taxes 698 474 723 1,463
--------- --------- --------- ---------
Net loss $ (4,443) $ (2,754) $ (10,902) $ (5,125)
========= ========= ========= =========
See accompanying notes to consolidated financial statements.
4
TALON AUTOMOTIVE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS - UNAUDITED)
ASSETS JUNE 30, 2001 DECEMBER 31, 2000
------ ---------------- -----------------
(Debtor-in-
possession)
Current assets:
Cash $ 3,053 $ 1,564
Accounts receivable 25,087 40,164
Inventory 15,485 17,930
Reimbursable tooling 7,956 9,932
Prepaid expenses 3,553 2,267
--------- ---------
Total current assets 55,134 71,857
Property, plant and equipment, net 87,323 88,090
Goodwill and other assets, net 62,143 64,819
--------- ---------
$ 204,600 $ 224,766
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Senior credit facility $ 67,328 $ 63,831
Senior subordinated notes 120,000 120,000
Accounts payable - Pre-petition 29,235 39,283
Accounts payable 0 0
Accrued liabilities - Pre-petition 35,982 39,501
Accrued liabilities 0 0
Deferred tooling revenue 8,640 6,378
Current portion of debt and capital leases 635 1,303
--------- ---------
Total current liabilities 261,820 270,296
Capital leases 1,060 1,149
Deferred income taxes 3,122 3,155
--------- ---------
Total non-current liabilities 4,182 4,304
Shareholders' equity:
Common stock 1,250 1,250
Paid in capital 1,413 1,413
Retained earnings (deficit) (61,959) (51,057)
Accumulated other comprehensive income (loss) (2,106) (1,440)
--------- ---------
Total shareholders' equity (61,402) (49,837)
--------- ---------
$ 204,600 $ 224,766
========= =========
See accompanying notes to consolidated financial statements.
5
TALON AUTOMOTIVE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS - UNAUDITED)
THREE MONTHS ENDED: SIX MONTHS ENDED:
JUNE 30, JULY 1, JUNE 30, JULY 1,
2001 2000 2001 2000
----- ----- ---- ----
(Debtor-in- (Debtor-in-
possession) possession)
Net loss $ (4,443) $ (2,754) $ (10,902) $ (5,125)
Depreciation and amortization 3,165 2,663 6,045 5,303
Other non-cash expenses 165 183 360 349
Change in operating assets and liabilities:
Accounts receivable 18,001 6,251 14,785 (4,698)
Inventories 3,157 56 2,441 543
Reimbursable tooling, net 8,907 (118) 4,180 (8,136)
Prepaids (165) 271 (1,278) 331
Accounts payable (6,799) (6,842) (9,827) (1,937)
Accrued liabilities (8,563) (4,169) (3,378) 527
Other operating items 242 (883) 1,402 (883)
--------- ---------- --------- ---------
Cash provided by (used in) operating activities 13,667 (5,342) 3,826 (13,726)
Investing Activities:
Additions to property and equipment (2,021) (529) (5,733) (835)
Financing Activities:
Proceeds (Payments) on long-term borrowings (8,672) 5,970 3,497 15,478
Payments on long-term debt (385) (461) (743) (865)
Deferred financing costs -- -- 0 0
--------- ---------- --------- ---------
Cash provided by financing activities (9,057) 5,509 2,754 14,613
Effects of exchange rates (442) (66) 642 112
--------- ---------- --------- ---------
Net change in cash 2,147 (428) 1,489 164
Beginning cash 906 1,300 1,564 708
--------- ---------- --------- ---------
Ending cash $ 3,053 $ 872 $ 3,053 $ 872
========= ========== ========= =========
See accompanying notes to consolidated financial statements.
6
TALON AUTOMOTIVE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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. Financial results for the
interim period are not necessarily indicative of results that may be expected
for any other interim period or the fiscal year. 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.
For the six month period ending June 30, 2001, the consolidated financial
statements and the notes thereto included in the Company's Form 10-Q have not
been reviewed by its independent accountants because the independent accountants
had not obtained bankruptcy court approval for their retention during the
bankruptcy proceedings as of the date of the filing. It is anticipated that the
review of the financial statements will be completed by the Company's
independent accountants when their retention is approved by the court.
The Company reports quarterly financial information in thirteen-week increments
and ends each respective quarter on the Saturday following the thirteenth week
with the fiscal year ending December 31.
2. EFFECT OF ACCOUNTING PRONOUNCEMENTS
In June 1999, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 137, "Accounting for Derivatives Instruments
and Hedging Activities--Deferral of the Effective Date of FASB Statement No.
133--an Amendment of FASB Statement No. 133." Statement No. 137 defers the
effective date of Statement No. 133 by one year to fiscal years beginning after
June 15, 2000. Accordingly, the Company adopted Statement No. 133 beginning in
2001. Implementation of this statement did not have a material impact on the
Company's results of operations.
3. DEBT
As of June 29, 2001, pursuant to the Second Amended and Restated Credit
Agreement, the Company entered into a $100 million debtor-in-possession
financing agreement (the "DIP Financing Agreement") with a syndicate of banks,
the purpose of which provide super-priority secured credit to the Company so
that it might continue to operate its business during the course of the Chapter
11 reorganization proceeding. Borrowings under the DIP Financing Agreement are
limited to the availability under a borrowing base which includes eligible
receivables, inventory, tooling, and fixed assets, and are adjusted daily based
upon cash availability and availability under the borrowing base. The interest
rates are based upon the prime rate plus an applicable margin as defined in the
DIP Financing Agreement. The Company had borrowings outstanding under the DIP
Financing Agreement of $67.3 million on June 30, 2001, with availability on that
date of approximately $5.2 million. The DIP Financing Agreement requires the
Company to maintain certain financial covenants. The Company was in compliance
with all financial covenants on June 30, 2001.
4. COMMITMENTS AND CONTINGENCIES
As of June 30, 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.
7
5. INVENTORIES
Inventory consisted of the following:
JUNE 30, 2001 DECEMBER 31, 2000
------------- ----------------
UNAUDITED
Raw material $ 6,340,000 $ 6,562,000
Work in process 4,094,000 6,008,000
Finished goods 5,051,000 5,360,000
----------- -----------
Total Inventory $15,485,000 $17,930,000
6. COMPREHENSIVE LOSS
The Company's comprehensive loss includes the reported net loss and the change
in accumulated foreign currency translation adjustment. For the three months and
six months ended June 30, 2001 the comprehensive loss was $4,885,000 and
$10,258,000, respectively, as compared to $2,818,000 and $5,014,000 for the
three months and six months ended July 1, 2000.
7. 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 $15,000,000 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 are 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:
JUNE 30, 2001 DECEMBER 31, 2000
--------------- -----------------
UNAUDITED
Current assets $28,065,000 $30,651,000
Non-current assets 58,048,000 55,527,000
Current liabilities 31,862,000 36,890,000
Non-current liabilities 34,976,000 33,330,000
SIX MONTHS ENDED:
JUNE 30, 2001 JULY 1, 2000
------------- --------------
UNAUDITED UNAUDITED
Net sales $65,310,000 $64,723,000
Gross profit 11,147,000 13,411,000
Net income 1,006,000 2,269,000
8
8. 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 existing sales volume and
corresponding equipment into existing operations in New Baltimore, Michigan,
Royal Oak, Michigan and Windsor, Ontario, Canada. Upon the completion of the
restructuring, approximately 170 employees will be eliminated with estimated
savings totaling $9.6 million per year. In addition, four facilities with
related infrastructure costs will be eliminated with estimated savings of $2.8
million per year. As of June 30, 2001, the integration had been completed and
savings should begin to be realized by the Company during the third and fourth
quarters.
As a result of this restructuring plan, the Company recorded a $10.2 million
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 six months ended June 30, 2001, the Company
incurred $2.1 million of severance and facility shutdown costs which were
charged against this reserve, leaving a balance of $8.1 million as of June 30,
2001.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2001 AS COMPARED TO THE THREE AND SIX
MONTH PERIODS ENDED JULY 1, 2000
Net Sales
Net sales for the three month period ended June 30, 2001 ("second quarter 2001")
were $73.4 million compared to $82.6 million for the three month period ended
July 1, 2000 ("second quarter 2000"). This represents a decrease of
$9.2 million or 11.2% as compared to the prior year. The decrease was primarily
due to lower Chrysler LH/LHS/300M volumes and DaimlerChrysler's phasing-out of
various parts supplied by the Company.
For the six-month period ended June 30, 2001 (the "year-to-date period"), net
sales were $136.6 million compared to $168.3 million for the same period in the
prior year. This represents a decrease of $31.7 million or 18.9% compared to the
same period in 2000. This decrease was primarily due to lower DaimlerChrysler
LH/LHS/300M volumes, a decrease in production by the OEM's to decrease the
inventory held by their dealers, resulting in lower sales to the OEM's, and
DaimlerChrysler's phasing-out of various parts supplied by the Company.
Management does not believe the Company will lose any of its current contracts
or forecasted business as a result of the Company's bankruptcy proceedings
described in Part II, Item 1 of this report. However, management does believe,
based on current and forecasted economic conditions and the anticipated
reluctance of major customers to award new business to the Company in view of
the Company's bankruptcy proceedings, that net sales for the current year will
be significantly less than net sales in 2000.
Gross Profit
Gross profit for the second quarter 2001 was $7.9 million or 10.8% of net sales
compared to $9.6 million or 11.6% of net sales for the second quarter 2000. This
represents a decrease of $1.7 million or 17.5%. For the year-to-date period,
gross profit was $12.8 million or 9.4% of net sales compared to $20.5 million or
12.2% of net sales for the same period last year. This represents a decrease of
$7.7 million or 37.6%. The decrease was primarily due to lower Chrysler sales,
costs associated with integration of the Company's PSI division into the
Company's other operations (described in the first paragraph of footnote 8 to
the financial statements contained in this report and incorporated herein by
reference), and overhead costs incurred in preparation for the 2002 Jeep Liberty
program launch.
9
Selling, General and Administrative Expenses ("SG&A")
SG&A expenses for the second quarter 2001 were $4.7 million or 6.4% of net
sales compared to $6.1 million or 7.4% of net sales for the second quarter 2000,
a decrease of $1.4 million or 22.9%. For the year-to-date period, SG&A expenses
were $10.0 million or 7.3% of net sales compared to $12.6 million or 7.7% of net
sales for the same period in the prior year. This represents a decrease of $2.6
million or 20.6%. The decrease was primarily due to corporate cost reductions
and integration of the PSI division.
Advanced Program Expenses
Advanced program expenses are the investment costs incurred by the Company in
engineering and program management for future programs. Advanced program
expenses for the second quarter 2001 were $0.5 million, or 0.7% of net sales,
compared to $0.7 million or 0.8% of net sales for the second quarter 2000, a
decrease of $0.2 million or 26.6%. For the year-to-date period, advanced program
expenses were $1.2 million or 0.9% of net sales compared to $1.4 million or 0.9%
of net sales for the same period in the prior year, a decrease of $0.2 million
or 14.3%. The decrease was primarily due to corporate cost reductions.
Reorganization Costs
Reorganization costs are professional fees incurred in connection with the
Company's bankruptcy proceedings. Reorganization costs for the second quarter
2001 were $1.2 million, or 1.6% of net sales. For the year-to-date period,
reorganization costs were $1.8 million, or 1.3% of net sales. No reorganization
costs were incurred by the Company prior to this year.
Amortization Expense
Amortization expense for the second quarter 2001 was $0.7 million or 0.9% of net
sales compared to $0.4 million or 0.5% of net sales for the second quarter 2000,
an increase of $0.3 million or 64.9%. For the year-to-date period, amortization
expense was $1.1 million or 0.8% of net sales compared to $0.8 million or 0.5%
of net sales for the same period in the prior year, an increase of $0.3 million
or 30.2%. The increase was primarily due to amortization of costs associated
with the design and development of products for the Jeep Liberty program.
Interest Expense
At the end of May 2001, it became apparent that the Company would file for
bankruptcy and the Company stopped accruing interest on the subordinated notes.
Interest expense, including interest payments and accrued interest, for the
second quarter 2001 was $4.6 million or 6.2% of net sales, as compared to $4.9
million or 5.9% of net sales for the second quarter 2000, a decrease of $0.3
million or 6.1%. The decrease was primarily due to the discontinued interest
accrual on the subordinated notes, offset by bank fees related to the DIP
Financing Agreement. The accrued interest in the second quarter 2001 was $1.7
million, compared to $2.9 million for the second quarter 2000. Interest payments
and bank fees under the Company's senior credit facility during the second
quarter 2001 were approximately $2.9 million.
For the year-to-date period, interest expense was $9.2 million or 6.8% of net
sales compared to $9.5 million or 5.8% of net sales for the same period in the
prior year, a decrease of $0.3 million or 2.4%. The decrease was primarily due
to the discontinued interest accrual on the subordinated notes, offset by bank
fees related to the DIP Financing Agreement. Year-to-date accrued interest was
$4.6 million compared to $5.8 million in 2000, while interest payments and bank
fees under the Company's senior credit facility were approximately $4.6 million.
Foreign Currency
Foreign currency gains and losses all relate to the Company's Canadian operation
and fluctuations in the exchange rate between the U.S. and Canadian dollar. The
foreign currency loss for the second quarter 2001 was $0.1 million, compared to
a foreign currency gain of $0.2 million in the second quarter of 2000. For the
year-to-date period, foreign currency was a gain of $0.3 million as compared to
a gain of $0.2 million for the same period in the prior year.
10
Income Taxes
The Company's shareholders have elected under the provisions of the Internal
Revenue Code to be treated as an S-Corporation with respect to the Company's
U.S. operations. As a result, income taxes relate solely to the Company's
Canadian operations. There was $0.7 million in the provision for Canadian income
taxes for the second quarter 2001 compared to $0.5 million for the second
quarter 2000. For the year-to-date period, income taxes were $0.7 million as
compared to $1.5 million for the same period in the prior year. The decrease in
taxes was due to the decline in sales and related profitability in Canada.
Upon confirmation of the Company's plan of reorganization under the bankruptcy
proceedings, the Company will convert from an S-Corporation to a C-Corporation.
Management does not anticipate that the Company will incur any additional tax
liability this year as a result of this conversion.
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 Lockup Agreement entered into by
the Company and certain of the Company's noteholders as of May 30, 2001
(described in this report under the heading "Senior Subordinated Notes")
facilitates an exchange of outstanding notes for stock, which will result in a
significant reduction in the outstanding indebtedness and interest obligations
of the Company and will improve the Company's liquidity.
Net cash flow provided by operating activities totaled $3.8 million for the
year-to-date period, as compared to $13.7 million of cash used during the same
period last year. The change compared to the prior year was due to favorable
customer receipts, offset by an increased net loss and reduction in accounts
payable.
Net cash used in investing activities primarily relates to capital expenditures.
For the year-to-date period, capital expenditures totaled $5.7 million, compared
to $0.8 million for the same period last year. Capital expenditures were made
primarily for new machinery and equipment for the DaimlerChrysler 2003 CS hybrid
vehicle and the integration of the PSI division. Year-to-date capital
expenditures as compared to the same period last year, excluding sale-leaseback
transactions of $10.4 million, decreased $5.5 million due to the completion of
the Company's preparation for the 2002 Jeep Liberty program.
Net cash provided by financing activities was $2.8 million for the year-to-date
period, compared to $14.6 million for the same period last year. Financing
activities primarily related to incremental borrowings on the Company's senior
credit facility to finance the Company's net loss and capital investments. The
Company believes that for the twelve months ending December 31, 2001,
approximately $19 million will be provided by financing activities.
EBITDA
EBITDA for the second quarter 2001 was $4.0 million as compared to $5.2 million
for the second quarter 2000. This represents a decrease of $1.2 million or 23%
as compared to the prior year period. Year-to-date EBITDA was $4.8 million,
compared to $11.1 million for the same period last year. The decrease was
primarily due to the decrease in the Company's gross profit, offset by the
favorable SG&A expense. EBITDA is defined as income from operations plus
depreciation, amortization and foreign currency, 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.
11
SENIOR CREDIT FACILITY
On May 10, 2001, the Company received a partial waiver under its senior credit
facility which provided the Company with continued access to its senior credit
facility under existing advance rates through May 25, 2001. This allowed for
continued negotiations between the Company and its noteholders.
On June 29, 2001, the Company entered into the DIP Financing Agreement described
in Note 3 to the consolidated financial statements disclosed in this report and
incorporated herein by reference. On July 11, 2001, the DIP Financing Agreement
was approved by the judge in the Chapter 11 Proceeding (as described in Part II,
Item 1 and incorporated herein by reference).
SENIOR SUBORDINATED NOTES
Due to liquidity concerns resulting from the performance of the Company's PSI
division, a decline in sales with a major customer and capital investment for
the Jeep Liberty program launch, the Company elected not to make the November 1,
2000, interest payment, when due, on the $120 million principal amount of its
9.625% Senior Subordinated Notes due May 1, 2008. 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 notes were declared in default on December 1,
2000 following the expiration of a 30-day grace period.
On June 7, 2001, the Company and its subsidiaries, VS Holdings, Inc. ("VS
Holdings") and Veltri Metal Products Company ("Veltri"), together with the
holders (the "Consenting Holders") of approximately 71.6% (excluding certain
"insider holders") of the Company's 9.625% Senior Subordinated Notes Due 2008
(the "Notes"), signed a Lockup Agreement dated as of May 30, 2001 (the "Lockup
Agreement"). Subject to satisfaction of the terms and conditions of the Lockup
Agreement, in the Lockup Agreement the Consenting Holders agreed to support the
plans of reorganization filed by the Company and VS Holdings in the Chapter 11
Proceeding and by Veltri in the Canadian Proceeding (both the Chapter 11
Proceeding and the Canadian Proceeding are described in Part II, Item 1 of this
report and incorporated herein by reference). The Lockup Agreement facilitates
an exchange of outstanding Notes for stock in a reorganized VS Holdings,
significantly reducing the outstanding indebtedness and interest obligations of
the Company.
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. 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, that may cause actual
results to differ materially from expected or projected results. As regards the
Company, these risks and uncertainties include, among others: (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; (vii) changes in practices
and/or policies of the Company's significant customers toward outsourcing
automotive components and systems; and (viii) other risks detailed from time to
time in the Company's filings with the Securities and Exchange Commission. The
Company does not intend to update its forward-looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the potential loss arising from adverse changes in market rates
and prices, including changes in foreign currency exchange rates, interest rates
and commodity prices. The Company believes there was no significant change in
its market risk factors since December 31, 2000.
12
PART II. OTHER INFORMATION
TALON AUTOMOTIVE GROUP, INC.
Item 1. Legal Proceedings:
On June 29, 2001, the Company and VS Holdings filed voluntary petitions for
reorganization under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court, Eastern District of Michigan, Southern Division,
as anticipated by the Lockup Agreement described in Part 1, Item 2,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - - Senior Subordinated Notes". The Company's case is No. 01-52629-R
while VS Holding's case is No. 01-52631-R. These cases (collectively, the
"Chapter 11 Proceeding") are being jointly administered but have not been
substantively consolidated. Each of the Company and VS Holdings is a debtor in
possession of its property and continues to operate and manage its business.
Also on June 29, 2001, and as anticipated by the Lockup Agreement, Veltri filed
a voluntary petition for relief under the Companies' Creditors Arrangement Act
in the Ontario Superior Court of Justice (the "Canadian Proceeding").
On July 11, 2001, the judge in the Chapter 11 Proceeding approved the DIP
Financing Agreement described in Note 3 to the consolidated financial statements
disclosed in this report and incorporated herein by reference. At that time the
judge also ordered:
- that the "initial meeting of creditors" pursuant to Section
341 of the Bankruptcy Code would occur at 10:00 a.m., Eastern
time, on August 3, 2001;
- that the final time and date by which pre-petition creditors
must file their proofs of claim in the Chapter 11 Proceeding,
otherwise knows as the "bar date," would be 4:00 p.m., Eastern
time, on August 20, 2001; and
- that, in addition to giving notice to known creditors by mail,
the Company would give notice of certain key dates and events
in the Chapter 11 Proceeding to the beneficial holders of the
approximately $25,310,670 aggregate principal amount of Notes
whose identities are presently unknown by the Company by
publishing notice in the Detroit News, the Detroit Free Press,
Crain's Detroit Business and The Wall Street Journal (national
edition).
On July 20, 2001, the judge in the Chapter 11 Proceeding entered an order
establishing various deadlines and hearing dates in the Chapter 11 Proceeding.
All documents filed with the court with respect to the Chapter 11 Proceeding are
available for inspection at the office of the Clerk of the Bankruptcy Court,
Clerk of Court, Intake Section, United States Bankruptcy Court, 211 W. Fort
Street, 21st Floor, Detroit, Michigan 48226.
On July 27, 2001, the judge in the Canadian Proceeding approved the DIP
Financing Agreement. At that time, the judge also ordered:
- that Veltri file a plan of compromise or arrangement and the
management information circular by August 3, 2001;
- that the final date by which creditors must file a claim in
the Canadian Proceeding shall be August 24, 2001;
- that in addition to giving creditors various notices by mail,
Veltri shall publish notices in The Globe and Mail (National
Edition), La Presse, and The Wall Street Journal (National
Edition); and
- that the meeting of creditors to vote on the plan of
compromise shall be held September 26, 2001.
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
Part I, 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
13
Item 6. Exhibits and Reports on Form 8-K:
(a) See Index to Exhibits provided elsewhere in this report.
(b) A current report on Form 8-K was filed on June 14, 2001, announcing,
pursuant to Item 5 of Part II of Form 8-K, the signing of the Lockup
Agreement dated as of May 30, 2001, among the Company, its subsidiaries
and certain holders of the 9.625% Senior Subordinated Notes Due 2008.
A current report on Form 8-K containing a press release was filed on
July 13, 2001, announcing, pursuant to Item 3 of Part II of Form 8-K,
the filing by the Company and its subsidiary VS Holdings, Inc. of
voluntary petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code on June 29, 2001, and the filing by Veltri Metal
Products Company, a subsidiary of the Company, of a voluntary petition
for relief under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice, also on June 29, 2001.
14
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: August 17, 2001
15
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.1 Articles of Incorporation of Talon Automotive Group, Inc., 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 (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-4 filed on June 9,
1998 (Commission File No. 333-56461))
3.2 Articles of Incorporation of VS Holdings, Inc., 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 (incorporated by reference to Exhibit 3.2 to
the Company's Registration Statement on Form S-4 filed on June
9, 1998 (Commission File No. 333-56461))
3.3 Articles of Incorporation of Veltri Holdings USA, Inc.,
including Certificate of Share Exchange dated as of April 28,
1998 (incorporated by reference to Exhibit 3.3 to the
Company's Registration Statement on Form S-4 filed on June 9,
1998 (Commission File No. 333-56461))
3.4 Certificate of Status and Order of Amalgamation of Veltri
Metal Products Co. (incorporated by reference to Exhibit 3.4
to the Company's Registration Statement on Form S-4 filed on
June 9, 1998 (Commission File No. 333-56461))
3.5 By-laws of Talon Automotive Group, Inc. (incorporated by
reference to Exhibit 3.5 to the Company's Registration
Statement on Form S-4 filed on June 9, 1998 (Commission File
No. 333-56461))
3.6 By-laws of VS Holdings, Inc. (incorporated by reference to
Exhibit 3.6 to the Company's Registration Statement on Form
S-4 filed on June 9, 1998 (Commission File No. 333-56461))
3.7 By-laws of Veltri Holdings USA, Inc. (incorporated by
reference to Exhibit 3.7 to the Company's Registration
Statement on Form S-4 filed on June 9, 1998 (Commission File
No. 333-56461))
3.8 Articles of Association of Veltri Metal Products Co.
(incorporated by reference to Exhibit 3.8 to the Company's
Registration Statement on Form S-4 filed on June 9, 1998
(Commission File No. 333-56461))
16
3.9 Agreement and Plan of Merger dated as of April 28, 1998 by and
between VS Holdings, Inc. and VS Holdings No. 2, Inc.
(incorporated by reference to Exhibit 3.9 to the Company's
Registration Statement on Form S-4 filed on June 9, 1998
(Commission File No. 333-56461))
3.10 Agreement and Plan of Merger dated as of April 28, 1998 by and
between Production Stamping, Inc., Hawthorne Metal Products
Company, and J&R Manufacturing Inc. (incorporated by reference
to Exhibit 3.10 to the Company's Registration Statement on
Form S-4 filed on June 9, 1998 (Commission File No.
333-56461))
3.11 Agreement and Plan of Merger dated as of April 28, 1998 by and
between the Company and TAG L.L.C. (incorporated by reference
to Exhibit 3.11 to the Company's Registration Statement on
Form S-4 filed on June 9, 1998 (Commission File No.
333-56461))
3.12 Agreement and Plan of Share Exchange dated as of April 28,
1998 by and between the Company and VS Holdings, Inc.
(incorporated by reference to Exhibit 3.12 to the Company's
Registration Statement on Form S-4 filed on June 9, 1998
(Commission File No. 333-56461))
3.13 Agreement and Plan of Share Exchange dated as of April 28,
1998 by and between the Company and Veltri Holdings USA, Inc.
(incorporated by reference to Exhibit 3.13 to the Company's
Registration Statement on Form S-4 filed on June 9, 1998
(Commission File No. 333-56461))
4 Indenture dated as of April 28, 1998 by and among the Company,
as Issuer, VS Holdings, Inc., Veltri Holdings USA, Inc. and
Veltri Metal Products Co., as Guarantors, and U.S. Bank Trust
National Association, as Trustee (incorporated by reference to
Exhibit 4 to the Company's Registration Statement on Form S-4
filed on June 9, 1998 (Commission File No. 333-56461))
4.1 Form of 9 5/8% Senior Subordinated Note Due 2008, Series B
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-4 filed on June 9, 1998
(Commission File No. 333-56461))
4.2 Form of Guarantee (incorporated by reference to Exhibit 4.2 to
the Company's Registration Statement on Form S-4 filed on June
9, 1998 (Commission File No. 333-56461))
10.1 Second Amended and Restated Credit Agreement dated as of June
29, 2001, by and between the Company, as Borrower, and
Comerica Bank, as Agent for the Lenders, amending Credit
Agreement dated April 28, 1998.